AIR
    COMMERCIAL REAL ESTATE ASSOCIATION	 


STANDARD
MULTI-TENANT OFFICE LEASE - NET


 


1.          Basic
Provisions (“Basic Provisions”).


 


1.1          Parties:
This Lease (“Lease”), dated for reference purposes only April 15, 2014, is made by and between Mann Biomedical
Park, LLC, a Delaware Limited Liability Company (formerly Sylmar Biomedical Park, LLC, a Delaware Limited Liability Company) (“Lessor”)
and Second Sight Medical Products, Inc., a California Corporation (“Lessee”), (collectively the “Parties”,
or individually a “Party”).


 


1.2(a)     Premises:
That certain portion of the Project (as defined below), known as Suite Number(s) 400, Building 3 floor(s), consisting of approximately
45,351 rentable square feet and approximately 42,706 useable square feet (“Premises”). The Premises are located
at: 12744 San Fernando Road, in the City of Los Angeles, County of Los Angeles, State of California, with zip code 91342. In addition
to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the
Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing
the Premises (“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.” The Project consists of approximately 181,025 rentable square feet. (See also
Paragraph 2)


 


1.2(b)     Parking:
30 unreserved and zero reserved vehicle parking spaces at a monthly cost of $0 per unreserved space and $zero (0) per reserved
space. (See Paragraph 2.6)


 


1.3          Term:
seven (7) years and nine (9) months (“Original Term”) commencing May 1, 2014 (“Commencement Date”)
and ending February 28, 2022 (“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 N/A (“Early
Possession Date”). (See also Paragraphs 3.2 and 3.3)


 


1.5          Base
Rent: $30,883.30 per month (“Base Rent)”, payable on the first day of each month commencing May 1, 2014.
(See also Paragraph 4)


 


þ
If this box is checked, there are provisions in this Lease for
the Base Rent to be adjusted. See Paragraph 50


 


1.6          Lessee’s
Share of Operating Expenses: thirty-eight & 2/100 percent (38.2%) (“Lessee’s Share”). In the
event that that 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. Tenant is 38.22% of the Building and 25.05% of the business park (Building 3 total is 118,674
sq. ft. and Business Park total 181,025 sq. ft.)


 


1.7          Base
Rent and Other Monies Paid Upon Execution:


 


(a)          Base
Rent: $30,883.30 each month for the period 05/01/14 – 02/28/2015.


 


(b)          Operating
Expenses: $31,351.16 each month for the period 05/01/2014 – 02/28/2015.


 


(c)          Security
Deposit: $zero (0) (“Security Deposit”). (See also Paragraph 5)


 


(d)          Parking:
$zero (0) for the period None.


 


(e)          Other:
$zero (0) for ___________________________________________________.


 


(f)          Total
Due Upon Execution of this Lease: $62,234.46.


 


1.8           Agreed
Use: General office, research and development of bio-medical devices and other bio-medical products. (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: The following real estate brokers (the “Brokers”) and brokerage relationships exist
in this transaction (check applicable boxes):


 


 ̈
______________________________________________________ represents
Lessor exclusively (“Lessor’s Broker”);


 ̈
____________________________________________________ represents
Lessee exclusively (“Lessee’s Broker”); or


 ̈
_____________________________________________________ represents
both Lessor and Lessee (“Dual Agency”).


 


(b)
Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay
to the Brokers for the brokerage services rendered by the Brokers the fee agreed to in the attached separate written agreement
or if no such agreement is attached, the sum of _______________ or _______________% of the total Base Rent payable for the Original
Term, the sum of ___________ or ____________ of the total Base Rent payable during any period of time that the Lessee occupies
the Premises subsequent to the Original Term, and/or the sum of ________________ or _____________% of the purchase price in the
event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises.


 


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


 


1.12         Business
Hours for the Building: Twenty-Four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year. a.m.
to ____________ p.m., Mondays through Fridays (except Building Holidays) and _____________ a.m. to ____________
p.m. on Saturdays (except Building Holidays). “Building Holidays” shall mean the dates of observation of New
Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and ___________
_________________.


 





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1.13         Lessor
Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the following within
the Premises:


 


 ̈   Janitorial
services


 ̈   Electricity


þ   Other
(specify): Service, maintenance, repair and/or replacement of clean room and/or related equipment, or specialized equipment including,
but not limited to dryers, environmental chambers or air handling equipment not associated with the HVAC for standard office space.


 


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


 


þ
an Addendum consisting of Paragraphs 50 through 53;


þ
a plot plan depicting the Premises;


 ̈
a current set of the Rules and Regulations;


 ̈
a Work Letter;


 ̈
a janitorial schedule;


þ
other (specify): Exhibit “A”


 


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 the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date, whichever
first occurs (“Start Date”), and warrants that the existing electrical, plumbing, fire sprinkler, lighting,
heating, ventilating and air conditioning systems (“HVAC”), and all other items which the Lessor is obligated
to construct pursuant to the Work Letter attached hereto, if any, 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 Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or
federal law.


 


2.3           Compliance.
Lessor warrants that to the best of its knowledge the improvements comprising the Premises and the Common Areas comply with
the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with
all applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”)
in effect on the Start Date. 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 zoning and other Applicable Requirements 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. 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 Premises, the
remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises (“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 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. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established
by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph 1.2(b)
at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee.


 


(a)
If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, 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.


 


(b)
The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee.
The rent for the parking is payable one month in advance prior to the first day of each calendar month.




 





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exterior
boundary line of the Project and interior utility raceways and installations within the Premises 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, but not limited to, common entrances,
lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, 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 adopt, 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. The 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 the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, 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 Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited
to the obligations to pay Lessee’s Share of the Operating Expenses) shall be in effect during such period. Any such Early
Possession shall not affect the Expiration Date.


 


3.3           Delay
In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee
by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject
to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall
not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any
period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue
for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the
acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended
under the terms of any Work Letter executed be Parties, Lessee may, at its option, by notice in writing within 10 days after the
end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If
such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If possession
of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee, in writing.


 


3.4           Lessee
Compliance. Lessor shall not be required to deliver 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           Operating
Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share of all Operating
Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:


 


(a)          “Operating
Expenses” include all costs incurred by Lessor relating to the ownership and operation of the Project, calculated as
if the Project was at least 95% occupied, including, but not limited to, the following:


 


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


 


(aa)         The
Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking
areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas,
striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates;


 


(bb)         All
heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and other equipment used
in common by, or for the benefit of, lessees or occupants of the Project, including elevators and escalators, tenant directories,
fire detection systems including sprinkler system maintenance and repair.


 


(cc)         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 trash disposal, janitorial and security services, pest control services, and the costs of any environmental inspections;


 


(iii)        The
cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an “Operating Expense”;


 


(iv)        The
cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an
insured loss concerning the Building or the Common Areas;


 


(v)         The
amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10;


 


(vi)        The
cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered;


(vii)       Labor,
salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Project
and accounting and management fees attributable to the operation of the Project;


 


(viii)      The
cost to replace equipment or capital components such as the roof, foundations, or exterior walls, the cost to replace a Common
Area capital improvement, such as the parking lot paving, elevators or fences, and/or the cost of any capital improvement to the
Building or the Project not covered under the provisions of Paragraph 2.3. Provided however, that if such equipment or capital
component has a useful life for accounting purposes of 5 years or more 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;


 


(ix)         The
cost to replace equipment or improvements that have a useful life for accounting purposes of 5 years or less.


 


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


 


(b)          Any
item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project
or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building.
However, any such item that is 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


  


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(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 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 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 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)          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 by 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. All monetary amounts shall be rounded
to the nearest whole dollar. 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 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 Defaults 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. If the Base Rent increases during the term of this Lease, Lessee shall, upon written
request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times
bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the
Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor
shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account
for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during
this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly
reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at
a commercially reasonable level based on such change in financial condition. 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. 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.


 


6.      
    Use.


 


6.1          Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or 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 improvements of the Building, will not adversely affect the mechanical, electrical,
HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. 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 such as 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. Refer to Addendum Paragraph 53.


 


(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 any third party.


 


(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, or
any third party (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. 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 result from Hazardous
Substances which existed on the Premises prior to Lessee’s occupancy 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 Lessee’s
occupancy, 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 investigative and remedial responsibilities.


  


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(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 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 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 the condition of the Premises and 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. Notwithstanding Lessor’s obligation to keep the Premises in good condition and repair, Lessee shall be
responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair
of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable
to causes beyond normal wear and tear. Lessee shall be responsible for the cost of painting, repairing or replacing wall coverings,
and to repair or replace any improvements within the Premises. Lessor may, at its option, upon reasonable notice, elect to have
Lessee perform any particular such maintenance or repairs the cost of which is otherwise Lessee’s responsibility hereunder.


 


7.2           Lessor’s
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (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, fire alarm and/or smoke detection systems, fire hydrants, and the Common
Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the
terms of this Lease.


 


7.3         Utility
Installations; Trade Fixtures; Alterations.


 


(a)  Definitions.
The term “Utility Installations” refers to all floor and window coverings, air lines, vacuum lines, power
panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment,
and plumbing 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, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety
systems, and the cumulative cost thereof during this Lease as extended does not exceed $2000. 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. *Including any Lessee Installed alterations performed in prior leases
for the Premises with Lessee.


 


(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 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, if this Lease is 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 completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or
any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project)
even if such removal would require Lessee to perform or pay for work that exceeds statutory 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.


  


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8.   
       Insurance; Indemnity.


 


8.1          Insurance
Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as
Operating Expenses (see paragraph 4.2 (a)(iv)). Said costs shall include increases in the premiums resulting from additional coverage
related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased
valuation of the Premises, Building and/or Project, and/or a general premium rate increase. Said costs shall not, however, include
any premium increases resulting from the nature of the occupancy of any other tenant of the Building. In no event, however, shall
Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000
procured under Paragraph 8.2(b).


 


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 Building and/or Project. The amount of
such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, 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 $5,000 per occurrence.


 


(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 deductible of
not to exceed $1,000 per occurrence. 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. Lessee shall provide Lessor with written evidence
that such insurance is in force.


 


(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.


 


(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 certified 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 order such insurance 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, 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, the use and/or occupancy of the Premises by Lessee. 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, 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.


 


8.9          Failure
to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein
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. Accordingly, for any month or portion thereof that Lessee does not maintain the required
insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance,
the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the
then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required
insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to
the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve
Lessee of its obligation to maintain the insurance specified in this Lease.


  


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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 $5,000 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, 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 shall be 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        Definitions.
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 and where the proceeds so generated are to be applied
by the city, county or other local taxing authority of a jurisdiction within which the Project is located. 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.


 


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 Operating Expenses in accordance with the provisions of Paragraph 4.2.


 


10.3        Additional
Improvements. 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 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.


  


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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.


 


11.1        Services
Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal
lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and replacement
light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial services
to the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial schedule,
if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the
Premises.


 


11.2        Services
Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services specially
or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon. If a service
is deleted by Paragraph 1.13 and such service is not separately metered to the Premises, Lessee shall pay at Lessor’s option,
either Lessee’s Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service.


 


11.3        Hours
of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.12. Utilities and services
required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.


 


11.4        Excess
Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install
or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act
that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard
office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise
out of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense supplemental
equipment and/or separate metering applicable to Lessee’s excess usage or loading.


 


11.5        Interruptions.
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.


 


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 buyout 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(c),
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 nonfixed 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.


 





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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.


 


(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 guarantee and/or Guarantor, (vii) any document requested under Paragraph
41, (viii) material data safety 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 (e) 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 damages under Paragraph
12. 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, 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 as to scheduled payments
(such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from
the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. 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 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.


  


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(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 seek 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 rentable floor area of the Premises, or more than 25% of Lessee’s Reserved Parking Spaces, if any, are 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. If a separate brokerage fee agreement is attached then in addition to the payments owed pursuant to Paragraph
1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option,
(b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor
and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration
of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor
shall pay Brokers a fee in accordance with the schedule attached to such brokerage fee agreement.


 


15.2         Assumption
of Obligations. Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s
obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor
fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue
Interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written
notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall
pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a
third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited
purpose of collecting any brokerage fee owed.


 


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 or finder (other than the Brokers, if any) in connection with this Lease, and that no one other
than said named Brokers 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 the AIR Commercial Real Estate Association, 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.


 


(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 Project,
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 courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with
postage prepaid, or by facsimile transmission, 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. If sent by regular mail the notice
shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. 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 transmitted by facsimile transmission or similar means shall be deemed delivered
upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered
via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business
day.


 


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.


 





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(b)          The
acceptance of Rent by Lessor shall not be a waiver of any Default or Breachby Lessee. Any payment by Lessee may be accepted
by Lessor on account of moneys 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.


 


(a)          When
entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset
understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee
acknowledge being advised by the Brokers in this transaction, as follows:


 


(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 that the Lessor will accept
rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that 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.


 


(b)          Brokers
have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other
legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than
one year after the Start Date and that the liability (including court costs and attorneys’ fees), of any Broker with respect
to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided,
however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful
misconduct of such Broker.


 


(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. 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.


 


30.         Subordination;
Attornment; NonDisturbance.


 


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.


 


30.3         NonDisturbance.
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 “NonDisturbance 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. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its
commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which
is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then
Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement.


 


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).


 


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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 to Lessee’s use of the Premises. All such
activities shall be without abatement of rent or liability to Lessee. In addition, Lessor shall have the right to retain keys
to the Premises and to unlock all doors in or upon the Premises other than to files, vaults and safes, and in the case of emergency
to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a forcible or unlawful entry
or detainer of the Premises or an eviction. Lessee waives any charges for damages or injuries or interference with Lessee’s
property or business in connection therewith.


 


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. Lessor may not place any sign on the exterior of the Building that covers any of
the windows of the Premises. 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.
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 the AIR Commercial Real Estate Association.


 


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 an 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 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), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices
of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the
Option.


 


(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. In the
event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense.


 


41.         Reservations.


 


(a)          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, (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. Lessor may also: change the name, address or title of the Building or Project upon at least 90
days prior written notice; provide and install, at Lessee’s expense, Building standard graphics on the door of the Premises
and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to
conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such
signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project
or on pole signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.
The obstruction of Lessee’s view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor
or third parties, shall in no way affect this Lease or impose any liability upon Lessor.


 


(b)          Lessor
also reserves the right to move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least
45 days prior written notice of such move, and the new space must contain improvements of comparable quality to those contained
within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation, including
the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount
in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease.


 


(c)          Lessee
shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection with
Lessee’s business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.


 


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”
with 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.


 


	 	PAGE
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    REAL ESTATE ASSOCIATION	FORM
    MTON-7-03/10E


 




    	 



    	 



    




 


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 and/or Brokers arising out of this
Lease  ̈ is
þ
is not attached to this Lease.


 


49.       Americans
with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is 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 ADA compliance, 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 THE AIR COMMERCIAL REAL ESTATE ASSOCIATION 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 AND SIZE 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: 	Sylmar, CA	 	Executed
    at: 	Sylmar,
    CA
	 	 	 	 	 
	On:	 	7/21/14	 	On:	 	July
    21, 2014


 


	By LESSOR:	 	By LESSEE:
	 	 	 
	Mann
    Biomedical Park, LLC	 	Second
    Sight Medical
    Products, Inc.
	a
    Delaware Limited
    Liability
    Company	 	a
    California Corporation
	 	 	 
	By:	 	/s/
    Anoosheh Bostani	 	By:	 	/s/
    Robert Greenberg
	Name
    Printed:	Anoosheh
    Bostani	 	Name
    Printed:	Robert
    Greenberg
	Title:	 	Manager	 	Title:	 	President
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name Printed:	 	 	Name
    Printed:	 
	Title:	 	 	 	Title:	 	 
	Address:	 	 	 	Address:	 	 
	 	 	 
	 	 	 


 


	Telephone:	(     )	 	Telephone:	(     )
	Facsimile:	(     )	 	Facsimile:	(     )
	Email:	 	 	Email:	 
	Email:	 	 	Email:	 
	Federal ID No.	 	 	Federal
    ID No.	 


 


	LESSOR’S BROKER:	 	LESSEE’S
    BROKER:
	 	 	 
	 	 	 
	Attn:	 	 	Attn:	 
	Title:	 	 	Title:	 
	Address:	 	 	Address:	 
	 	 	 
	 	 	 
	Telephone:	(
    )	 	Telephone:	(
    )
	Facsimile:	(
    )	 	Facsimile:	(
    )
	Email:	 	 	 	 	 	Email:	 	 	 
	Federal ID No.	 	 	 	Federal
    ID No.	 	 
	Broker/Agent DRE License #:	 	 	Broker/Agent DRE License #:	 
	 	 	 	 	 	 	 	 	 


 


	 	PAGE
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	INITIALS	 	 	INITIALS
	 	 	 	 
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    - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM
    MTON-7-03/10E


 






    	 



    	 



    

 


NOTICE:
These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.


 


©
Copyright 2002 - By AIR Commercial Real Estate Association.


All
rights reserved. No part of these works may be reproduced in any form without permission in writing.


 


	 	PAGE
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OPTION(S)
TO EXTEND


STANDARD
LEASE ADDENDUM


 


	 	Dated	 	April
    15, 2014
	 	 	 	 
	 	By
    and Between (Lessor)	Mann
    Biomedical Park, LLC, a Delaware Limited Liability Company
	 	 	 
	 	By
    and Between (Lessee)	Second
    Sight Medical Products, Inc.
	 	 	 
	 	Address
    of Premises:	12744
    San Fernando Road, Los Angeles, CA 91342
	 	 	Suite
    400


 


Paragraph
51      


 


A.   OPTION(S)
TO EXTEND:


 


Lessor
hereby grants to Lessee the option to extend the term of this Lease for one additional    60    month period(s) commencing
when the prior term expires upon each and all of the following terms and conditions:


 


(i)   In
order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the
same at least    6    but not more than    9
   months prior to the date that the option period would commence, time being of the essence. If proper notification of
the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than
one) may only be exercised consecutively.


 


(ii)   The
provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are
conditions of this Option.


 


(iii)   Except
for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease
except where specifically modified by this option shall apply.


 


(iv)   This
Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only
while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting.


 


(v)   The
monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below:


(Check
Method(s) to be Used and Fill in Appropriately)


 


 ̈   I.   Cost
of Living Adjustment(s) (COLA)





a.   On (Fill
in-COLA Dates): _____________________________________________________________ the
Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the
Bureau of Labor Statistics of the U.S. Department of Labor for (select one):  ̈ CPI
W (Urban Wage Earners and Clerical Workers) or  ̈ CPI
U (All Urban Consumers), for (Fill in Urban Area):


____________________________________________________________________________________________________


All
Items (1982-1984 – 100), herein referred to as “CPI”.


 


b.   The
monthly rent payable in accordance with Paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth
in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar
month 2 months prior to the month(s) specified in paragraph A.I.a above during which the adjustment is to take effect, and the
denominator of which shall be the CPI of the calendar month which is
2 months prior to (select one):
 ̈
the first
month of this term of this Lease as set-forth
in paragraph 1.3 (“Base-Month”)
or  ̈
(Fill in Other “Base Month”): 


________________________________________________________________________________________________


The
sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than
the rent payable for the month immediately preceding
the rent adjustment.


 


c.   In
the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or
agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the
event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American
Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding
upon the parties. The cost of said Arbitration shall be paid equally by the parties.


 


 ̈      II.        Market
Rental Value Adjustment(s) (MRV)


 


a.   On
(Fill in MRV Adjustment Date(s)) ______________________________________________________ the Base Rent shall be adjusted to the
“Market Rental Value” of the property as follows:


 


1)   Four
months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new
MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:


 


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(a)   Lessor
and Lessee shall immediately appoint a mutually acceptable appraiser or-broker to establish the new MRV within the next 30 days.
Any associated-costs will be split equally-between the Parties, or


 


(b)   Both
Lessor and Lessee shall
each immediately make a
reasonable determination of the MRV and submit
such determination,
in writing, to
arbitration in-accordance with
the following provisions:


 


(i)   Within
15 days thereafter, Lesser and
Lessee shall each select
an o appraiser or o
broker (“Consultant”
check one) of their choice to act as an arbitrator. The two arbitrators so appointed
shall immediately select a third mutually
acceptable Consultant to act as a third
arbitrator.


 


(ii)   The
3 arbitrators shall within
30 days of the appointment of the third arbitrator
reach a decision as to what the actual
MRV for the Premises
is, and whether Lesser’s or Lessee’s
submitted MRV is the closest thereto.
The decision of a majority
of the arbitators shall be binding on
the Parties. The submitted
MRV which is determined
to be the closest
to the actual MRV shall thereafter
be used by the Parties.


 


(iii)   If
either
of the Parties fails
to appoint an arbitrator within the specified
15 days, the arbitrator timely appointed by
one of them shall reach
a decision on his or
her own, and said decision
shall bo binding-on
the Parties.


 


(iv)   The
entire cost of such arbitration
shall be paid by the party whose submitted
MRV is not selected,
ie. the one that is NOT the closest
to the actual MRV.


 


2)   Notwithstanding
the foregoing,
the new MRV shall not
bo loss than the rent payable for
the month immediately preceding
the rent adjustment.


 


b.   Upon
the establishment of
each New Market-Rental
Value:


 


1)
the new MRV will become
the new “Base-Rent-
for the purpose of calculating any further
Adjustments,
and


2)
the first
month of each Market Rental-Value
term shall become
the new “Base Month”
for the-purpose of calculating
any further Adjustments.


 


þ   III.
Fixed Rental Adjustment(s) (FRA)


 The
Base Rent shall be increased to the following amounts on the dates set forth below, which represent three percent (3%) fixed annual
increases:


 


	On (Fill
    in FRA Adjustment Date(s)): 	 	The
    New Base Rent shall be: 	 
	3/1/2022	 	$	41,155.10	 
	3/1/2023	 	$	42,389.75	 
	3/1/2024	 	$	43,661.44	 
	3/1/2025	 	$	44,971.28	 
	3/1/2026	 	$	46,320.42	 



 


B.   NOTICE:





Unless
specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified
in paragraph 23 of the Lease.


 


C.   BROKER’S
FEE:





The
Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable,
paragraph 9 of the Sublease.


 


NOTICE:
These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.


 


	 	PAGE
    2 OF 2	 
	INITIALS	 	 	INITIALS
	 	 	 	 
	©2000
    - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM
    OE-3-8/00E


 








    	 



    	 



    

 


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 and/or Brokers arising out of this
Lease  ̈ is þ is not attached
to this Lease.


 


49.        Americans
with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is 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 ADA compliance, 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 THE AIR COMMERCIAL REAL ESTATE ASSOCIATION 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 AND SIZE 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:	 	 	 	On:	 	 


 


	By LESSOR:	 	By LESSEE:
	 	 	 
	Mann
    Biomedical Park, LLC	 	Second
    Sight Medical
    Products, Inc.
	a
    Delaware Limited
    Liability
    Company	 	a
    California Corporation
	 	 	 
	By:	/s/ Anoosheh
    Bostani	 	By:	/s/ Robert Greenberg
	Name
    Printed:	Anoosheh
    Bostani	 	Name
    Printed:	Robert
    Greenberg
	Title:	Manager	 	Title:	President
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name Printed:	 	 	Name
    Printed:	 
	Title:	 	 	 	Title:	 	 
	Address:	 	 	 	Address:	 	 
	 	 	 
	 	 	 


 


	Telephone:	(     )	 	Telephone:	(     )
	Facsimile:	(     )	 	Facsimile:	(     )
	Email:	 	 	Email:	 
	Email:	 	 	Email:	 
	Federal ID No.	 	 	Federal
    ID No.	 


 


	LESSOR’S BROKER:	 	LESSEE’S
    BROKER:
	 	 	 
	 	 	 
	Attn:	 	 	Attn:	 
	Title:	 	 	Title:	 
	Address:	 	 	Address:	 
	 	 	 
	 	 	 
	Telephone:	(
    )	 	Telephone:	(
    )
	Facsimile:	(
    )	 	Facsimile:	(
    )
	Email:	 	 	 	 	 	Email:	 	 	 
	Federal ID No.	 	 	 	Federal
    ID No.	 	 
	Broker/Agent DRE License #:	 	 	 	Broker/Agent
    DRE License #:	 	 
	 	 	 	 	 	 	 	 	 


  


	 	PAGE
    13 OF 14	 
	INITIALS	 	 	INITIALS
	 	 	 	 
	©2002
    - AIR COMMERCIAL REAL ESTATE ASSOCIATION	FORM
    MTON-7-03/10E


 




    	 



    	 



    

 





RENT ADJUSTMENT(S)


STANDARD LEASE ADDENDUM


 


	Dated	 	 	April 15, 2014
	 	 	 	 
	By and Between (Lessor)	 	Mann Biomedical Park, LLC, a Delaware Limited Liability Company
    (formerly Sylmar 
	 	 	Biomedical Park, LLC, a Delaware Limited Liability Company)
	 	 	 
	(Lessee)	 	Second Sight Medical Products, Inc.
	 	 	 
	Address of Premises:	 	12744 San Fernando Road, Los Angeles, CA 91342
	 	 	 	Suite 400


 


Paragraph    50   


 


		A.	RENT ADJUSTMENTS:



 


The monthly rent for each
month of the adjustment period(s) specified below shall be increased using the method(s) indicated below: (Check Method(s) to
be Used and Fill in Appropriately)


 


 ̈  I.   Cost
of Living Adjustment(s) (COLA)


 


a.   On
(Fill in-COLA
Dates): _____________________________________________________________ the Base Rent shall be adjusted by the change, if any, from
the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor
for (select one):  ̈
CPI
W (Urban Wage Earners and Clerical Workers) or  ̈
CPI
U (All Urban Consumers), for (Fill in Urban Area):


________________________________________________________________________________________________________________________


________________________________________________________________________________________________________________________


All
Items (1982-1984 – 100), herein referred to as “CPI”.


 


b.   The
monthly rent payable in accordance with Paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set
forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of
the calendar month 2 months prior to the month(s) specified in paragraph A.I.a above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month which is 2
months prior to (select one):  the  ̈
first month of this term of this Lease as
set-forth in paragraph 1.3
(“Base-Month”) or  ̈ (Fill
in Other “Base Month”): ____________________________________________.
The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be
less than the rent payable for the month immediately preceding
the rent adjustment. However, In no event shall the annual increase be less than three percent (3%), or greater than six
percent (6%).


 


c.   In
the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or
agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the
event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American
Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding
upon the parties. The cost of said Arbitration shall be paid equally by the parties.


 


 ̈   II.   Market
Rental Value Adjustment(s) (MRV)





 


a.   On
(Fill in MRV Adjustment Date(s)) ______________________________________________________ the Base Rent shall be adjusted to the
“Market Rental Value” of the property as follows:


 


1)   Four
months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new
MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:


 


(a)   Lessor
and Lessee shall immediately appoint a mutually acceptable appraiser or-broker to establish the new MRV within the next 30 days.
Any associated-costs will be split equally-between the Parties, or


 


(b)   Both
Lessor and Lessee shall
each immediately make a
reasonable determination of the MRV and submit
such determination,
in writing, to
arbitration in-accordance with
the following provisions:


 


(i)   Within
15 days thereafter, Lesser and
Lessee shall each select
an o appraiser or o
broker (“Consultant” check
one) of their choice to act as an arbitrator. The two arbitrators so appointed shall
immediately select a third mutually
acceptable Consultant to act as a third
arbitrator.


 


(ii)   The
3 arbitrators shall within
30 days of the appointment of the third arbitrator
reach a decision as to what the actual
MRV for the Premises
is, and whether Lesser’s or Lessee’s
submitted MRV is the closest thereto.
The decision of a majority
of the arbitators shall be binding on
the Parties. The submitted
MRV which is determined
to be the closest
to the actual MRV shall thereafter
be used by the Parties.


 


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(iii)   If
either
of the Parties fails
to appoint an arbitrator within the specified
15 days, the arbitrator timely appointed by
one of them shall reach
a decision on his or
her own, and said decision
shall bo binding-on
the Parties.


 


(iv)   The
entire cost of such arbitration
shall be paid by the party whose submitted
MRV is not selected,
ie. the one that is NOT the closest
to the actual MRV.


 


2)   Notwithstanding
the foregoing,
the new MRV shall not
bo loss than the rent payable for
the month immediately preceding
the rent adjustment.


 


b.   Upon
the establishment of
each New Market-Rental
Value:





1)
the new MRV will become
the new “Base-Rent-
for the purpose of calculating any further
Adjustments,
and


2)
the first
month of each Market Rental-Value
term shall become
the new “Base Month”
for the-purpose of calculating
any further Adjustments.


 


þ     III.     Fixed
Rental Adjustment(s) (FRA)


 


The Base Rent shall be increased to the following
amounts on the dates set forth below:


 


	On (Fill in FRA Adjustment Date(s)):	 	The New Base Rent shall be:	 
	 	 	 	 
	03/01/2015 - 02/29/2016	 	$	33,106.23	 
	03/01/2016 - 02/28/2017	 	$	34,466.76	 
	03/01/2017 - 2/28/2018	 	$	35,500.76	 
	03/01/2018 - 2/28/2019	 	$	36,565.79	 
	3/01/2019 - 2/29/2020	 	$	37,662.76	 
	3/01/2020 - 2/28/2021	 	$	38,792.64	 
	3/01/2021 - 2/28/2022	 	$	39,956.41	 



 


		B.	NOTICE:






 


Unless specified otherwise
herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.


 


		C.	BROKER’S FEE:






 


The Brokers shall be paid
a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph 9
of the Sublease.


 


NOTICE: These forms are often modified
to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current
form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777.
Fax No.: (213) 687-8616.


 


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ADDENDUM


 


	Date:	 	April 15, 2014	 



 


	By and Between (Lessor)	 	Mann Biomedical Park, a Delaware Limited Liability Company
	 	 	(formerly
    Sylmar Biomedical Park, LLC, a Delaware Limited 
	 	 	Liability Company)
	 	 	 
	          (Lessee)	 	Second Second Medical Products, Inc.
	 	 	 
	Address of Premises:	 	12744 San Fernando Road, Los Angeles, CA 91342
	 	 	Suite 400


 


Paragraph 52 and 53


 


In the event of any conflict between the provisions
of this Addendum and the printed provisions of the Lease, this Addendum shall control.


 


52.        Assignment
and Subletting: In avoidance of doubt, filing an IPO is not considered a transfer of lease and will not require Landlord consent.
Lessee may transfer its interest in the Premises and/or Lease to any Affiliate (as defined below) of Lessee without Lessor’s
consent provided Lessee shall not be released from its obligations under the Lease. Lessee shall provide Lessor with prompt notice
of any such transfer to an Affiliate and promptly supply Lessor with any documents or information requested by Lessor regarding
such assignment or sublease or such affiliate. The change in the control of ownership of Lessee shall not be a transfer that requires
Lessor consent unless neither Lessee nor the new controlling (non-affiliated) entity shall satisfy the Net Worth requirement
under Paragraph 12.1(c). The term “Affiliate” shall mean (i) any entity that is controlled by, controls or is under
common control with, Lessee or (ii) any entity that merges with, is acquired by, or acquires Lessee through the purchase of stock
or assets and where the net worth of the surviving entity as of the date such transaction is completed is not less than that of
Lessee immediately prior to the transaction calculated under generally accepted accounting principles. “Control,”
as used in this Section shall mean the ownership, directly or indirectly, of greater than fifty percent (50%) of the voting securities
of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty percent (50%) of the voting
interest in, an entity.


 


53.        Chemicals
List: To the extent Lessor’s consent is required under Section 6.2 of Lease, Lessor consents to Tenant’s use, subject
to the terms of Section 6.2 of Lease, of the chemicals list attached as Exhibit “A” entitled “Chemical Addendum
to the Lease Agreement between Mann Biomedical Park, LLC and Second Sight Medical Products Inc.”


 


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Exhibit A

Chemical Addendum to the Lease Agreement between

Mann Biomedical Park, LLC and Second Sight Medical Products, Inc.


 


	Name	 	Manufacturer
	 	 	 
	1-methoxy-2-propanol	 	Sigma Aldrich
	 	 	 
	1-methyl-2-pyrrolidinone	 	Alfa Aesar
	 	 	 
	3,4-Ethylenedioxythiophene	 	Sigma Chemical
	 	 	 
	Acetone	 	Burdick & Jackson
	 	 	 
	Acetone	 	Burdick & Jackson
	 	 	 
	Adhesion Promoter	 	HD Microsystems
	 	 	 
	Adhesion Promoter	 	HD Microsystems
	 	 	 
	Adhesive Silicone	 	Nusil Technology
	 	 	 
	Adhesive Silicone	 	Nusil Technology
	 	 	 
	Adhesive Silicone	 	Nusil Technology
	 	 	 
	Adhesive Silicone	 	Nusil Technology
	 	 	 
	Adlebond	 	Henkel
	 	 	 
	Ammonium Chloride	 	Fluka Chemical
	 	 	 
	Ammonium Hexachloroplatinate	 	Alfa Aesar
	 	 	 
	Ammonium Hexachloroplatinate (IV), Pt 43.4%	 	Alfa Aesar
	 	 	 
	Ammonium Hydroxide	 	Fluka Chemical
	 	 	 
	Ammonium Hydroxide	 	EMD
	 	 	 
	Ammonium Hydroxide	 	EMD
	 	 	 
	Ammonium Hydroxide 5.0N	 	Fluka/Sigma
	 	 	 
	Ascorbic Acid	 	Sigma Chemical
	 	 	 
	AZ Developer 1 : 1	 	AZ Electronic Materials


 


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	AZ 300 MIF Developer	 	AZ Electronic Materials
	 	 	 
	AZ 400K Developer	 	 
	 	 	 
	AZ Developer, Diluted 1:1	 	AZ Electronic Materials
	 	 	 
	AZ nLOF 2035 Photoresist	 	 
	 	 	 
	AZ300 MIF Developer	 	AZ Electronic Materials
	 	 	 
	Baker PRS 3000	 	JT Baker
	 	 	 
	Baker PRS 3000	 	JT Baker
	 	 	 
	Bondline 2824 Platinum Epoxy	 	 
	 	 	 
	Bondline 2900 LV	 	 
	 	 	 
	Calcium Carbonate	 	Alfa Aesar
	 	 	 
	Calcium Chloride	 	AMERESCO
	 	 	 
	Calcium Oxide	 	Sigma Chemical
	 	 	 
	Calconcarboxylic Acid	 	Sigma Chemical
	 	 	 
	Cellgro F-12 50/50	 	Mediatech
	 	 	 
	Chloroform	 	Sigma Chemical
	 	 	 
	Chromium (III) Oxide, 99.9%	 	Sigma Aldrich
	 	 	 
	Chromium (VI) Oxide, 99.9%	 	Sigma Aldrich
	 	 	 
	Cleaning and Deoxidizing Solution	 	Brooktronics Engineering
	 	 	 
	Copper (II) Sulfate Pentahydrate, 98%	 	Sigma Chemical
	 	 	 
	CR7 Chrome Mask Etchant OM Group Cyantek	 	 
	 	 	 
	Diethyl Ether	 	Sigma
	 	 	 
	Dulbecco’s Modified Eagle’s Medium	 	ATCC
	 	 	 
	Durabond E20NS Epoxy Adhesive	 	Loctite
	 	 	 
	Durabond U05FL Urethane Adhesive	 	Loctite
	 	 	 
	Epo-Tek	 	 


 


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	Epo-Tek 353ND, Part A	 	Epoxy Technology
	 	 	 
	Epo-Tek 353ND, Part B	 	Epoxy Technology
	 	 	 
	Epo-Tek 353ND4 Part A	 	Epoxy Technology
	 	 	 
	Epo-Tek 353ND4 Part B	 	Epoxy Technology
	 	 	 
	Eriochrome	 	Sigma Chemical
	 	 	 
	Ethylene Glycol	 	Sigma Chemical
	 	 	 
	Ethylenediaminetetraacetic	 	Alfa Aesar
	 	 	 
	Ethylenediaminetetraacetic	 	Sigma Chemical
	 	 	 
	Ethylenediaminetetraacetic 0.5M	 	Alfa Aesar
	 	 	 
	Ferroin Solution	 	Fluka Chemical
	 	 	 
	Horse Serum	 	Sigma Aldrich
	 	 	 
	Hydrazine Anhydrous, 98%	 	Sigma Chemical
	 	 	 
	Hydrochloric Acid	 	Fluka Chemical
	 	 	 
	Hydrochloric Acid	 	Fluka Chemical
	 	 	 
	Hydrochloric Acid	 	Fluka Chemical
	 	 	 
	Hydrochloric Acid	 	Fisher Scientific
	 	 	 
	Hydrofluoric Acid (no more than 60%)	 	JT Baker
	 	 	 
	Hydrofluoric Acid 10:1	 	JT Baker
	 	 	 
	Hydrofluoric Acid, 48%	 	Sigma Chemical
	 	 	 
	Hydrofluoric Acid, 60%	 	JT Baker
	 	 	 
	Hydrogen Peroxide	 	Aldrich Chemical
	 	 	 
	Hydrogen Peroxide, 30%	 	KMG Chemicals
	 	 	 
	Hydrogen Peroxide, 30%	 	KMG Chemicals
	 	 	 
	Hydroxyethyl Cellulose	 	TCI
	 	 	 
	Iron (II) Chloride Tetrahydrate, 97%	 	Sigma Aldrich


 


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	Iron (III) Chloride Hexahydrate, 97%	 	Sigma Aldrich
	 	 	 
	Isopropyl Alcohol	 	Decon Laboratories
	 	 	 
	Isopropyl Alcohol	 	Burdick & Jackson
	 	 	 
	Isopropyl Alcohol	 	Burdick & Jackson
	 	 	 
	Isopropyl Alcohol	 	Burdick & Jackson
	 	 	 
	Isopropyl Alcohol, 70%	 	MCC
	 	 	 
	Kester 1544 Rosin Soldering Flux	 	TCI
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquid Silicone Elastomer	 	Nusil Technology
	 	 	 
	Liquinox Critical Cleaning Liquid Detergent	 	Alconox
	 	 	 
	Loctite 5421	 	Henkel
	 	 	 
	Loctite FP 4531	 	Henkel
	 	 	 
	Master Bond	 	Master Bond
	 	 	 
	Master Bond	 	Master Bond
	 	 	 
	Master Bond EP3HTMED	 	Master Bond
	 	 	 
	Master Bond EP42HT-2	 	Master Bond
	 	 	 
	McCoy’s 5A Medium	 	Lonza
	 	 	 
	Methanol	 	BDH Chemicals
	 	 	 
	Methanol	 	BDH Chemicals


 


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	Moisture Barrier Silicone	 	Transene Company
	 	 	 
	Multi-etch TM	 	 
	 	 	 
	Murexide	 	Sigma Chemical
	 	 	 
	Nitric Acid	 	Fisher Scientific
	 	 	 
	Nitric Acid	 	Fisher Scientific
	 	 	 
	Nitric Acid, 70%	 	Sigma Aldrich
	 	 	 
	Nitric Acid, Fuming HN03, >90%	 	Aldrich Chemical
	 	 	 
	Octaethylene Glycol Monohexadecyl Ether	 	Sigma Chemical
	 	 	 
	Osmium Tetroxide Solution	 	Fluka Chemical
	 	 	 
	Paraformaldehyde Solution, 4%	 	USB
	 	 	 
	Paraformaldehyde Solution, 4%	 	USB
	 	 	 
	Perchloric Acid 1.0N	 	VWR
	 	 	 
	Perfluorooctame	 	Aldrich Chemical
	 	 	 
	Phenolphthalein	 	Aqua Solution
	 	 	 
	Phosphate Buffered Saline	 	Sigma Chemical
	 	 	 
	Phosphoric Acid, ≥85 wt.%

	 	Sigma Aldrich
	 	 	 
	Phosphoric Acid, ≥85 wt.%	 	Sigma Chemical
	 	 	 
	Platinum AP RTU, 5 wt%	 	Aldrich Chemical
	 	 	 
	Poly (Acrylic Acid)	 	Sigma Chemical
	 	 	 
	Poly-L-Ornithine	 	Sigma Aldrich
	 	 	 
	Potassium Carbonate	 	Sigma Chemical
	 	 	 
	Potassium Chloride	 	Fisher Scientific
	 	 	 
	Potassium Chromate	 	Alfa Aesar
	 	 	 
	Potassium Hydroxide	 	Fluka Chemical
	 	 	 
	Potassium Hydroxide	 	Sigma Chemical


 


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	Potassium Hydroxide Reagent Grade (flakes)	 	Sigma Chemical
	 	 	 
	Potassium Hydroxide Volumetric Standard, 1.0N	 	 
	 	 	 
	Potassium Iodide	 	Sigma Chemical
	 	 	 
	Potassium Permanganate	 	Sigma Chemical
	 	 	 
	Potassium Phosphate Monobasic	 	Sigma Chemical
	 	 	 
	Propylene Glycol	 	SAFC
	 	 	 
	Pyrrole, 98%	 	Sigma Aldrich
	 	 	 
	Silicone Crosslinker	 	Nusil Technology
	 	 	 
	Silicone Primer	 	Nusil Technology
	 	 	 
	Silicone Primer	 	Nusil Technology
	 	 	 
	Silicone Primer	 	Nusil Technology
	 	 	 
	Silver Nitrate	 	Alfa Aesar
	 	 	 
	Simple Green Cleaner	 	 
	 	 	 
	Sodium Azide	 	Sigma Chemical
	 	 	 
	Sodium Chloride	 	Sigma Chemical
	 	 	 
	Sodium Chloride	 	Sigma Chemical
	 	 	 
	Sodium Chloride, Crystal	 	Mallinckrodt Chemicals
	 	 	 
	Sodium DiHydrogen Phosphate Anhydrous	 	Fluka Chemical
	 	 	 
	Sodium Hydrogen Carbonate	 	Fluka Chemical
	 	 	 
	Sodium Hydroxide	 	Sigma
	 	 	 
	Sodium Hypochlorite, 5%	 	Acros
	 	 	 
	Sodium Nitrate, 99.0%	 	Sigma Chemical
	 	 	 
	Sodium Oxalate	 	 
	 	 	 
	Sodium Persulfate Natriumpersulfate	 	Fluka Chemical
	 	 	 
	Sodium Phosphate Dibasic	 	Sigma Chemical


 


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	Sodium Phosphate Dibasic	 	Sigma Chemical
	 	 	 
	Sodium Phosphate Dibasic	 	Sigma Chemical
	 	 	 
	Sodium Phosphate Dibasic Anhydrous	 	Fluka Chemical
	 	 	 
	Sodium Phosphate Dibasic Anhydrous	 	Fluka Chemical
	 	 	 
	Sodium Phosphate Monobasic	 	Sigma Aldrich
	 	 	 
	Sodium Phosphate Tribasic	 	Sigma Chemical
	 	 	 
	Sodium Phosphate Tribasic	 	Sigma Chemical
	 	 	 
	Sodium Phosphate, Dibasic Heptahydrate	 	Omnipur
	 	 	 
	Sodium Phosphate, Dibasic Heptahydrate	 	Omnipur
	 	 	 
	Sodium p-toluene-sulfonate, 95%	 	Aldrich Chemical
	 	 	 
	Sodium Thiosulphate Pentahydrate	 	Sigma Chemical
	 	 	 
	Sterile Isopropyl Alcohol Solution Filtered to 0.2 mm	 	Decon Laboratories
	 	 	 
	Sulfuric Acid	 	BDH Chemicals
	 	 	 
	Sulfuric Acid 1mol/l	 	BDH Chemicals
	 	 	 
	Sulfuric Acid GR	 	EM Science
	 	 	 
	Toluene	 	Burdick & Jackson
	 	 	 
	Tri-sodium Phosphate	 	Fluka Chemical
	 	 	 
	Trypsin EDTA, 1X	 	Mediatech
	 	 	 
	Trypsin EDTA, 1X	 	Mediatech
	 	 	 
	Urea Hydrogen Peroxide	 	Aldrich Chemical
	 	 	 
	Xylenol Orange Tetrasodium Salt	 	Sigma Chemical
	 	 	 
	Zinc	 	Aldrich Chemical


 


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