Exhibit 10.17


 


LEASE


BETWEEN


ALTON CORPORATE PLAZA LLC


AND


MDXHEALTH, INC.


 




    


     


    

 


LEASE


 


THIS LEASE is made as of
December 17, 2019          , by and between
ALTON CORPORATE PLAZA LLC, a Delaware limited liability company, hereafter called “Landlord,” and MDXHEALTH,
INC., a Delaware corporation, hereafter called “Tenant.”


 


Article
1 BASIC LEASE PROVISIONS


 


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


 


	1.	 	Tenant’s Trade Name: N/A
	 	 	 	 	 
	2.	 	Premises:	 	 
	 	 	Suite No.:	 	120 (The Premises are more particularly described in Section 2.1.)
	 	 	Address of Building:	 	15285 Alton Parkway, Irvine, CA 92618
	 	 	Project Description:	 	Alton Plaza (as shown on Exhibit Y to this Lease)
	 	 	 	 	 
	3.	 	Use of Premises: General administrative office, engineering office and laboratory and for no other use.
	 	 	 	 	 
	4.	 	Estimated Commencement Date: See Section 3.1.
	 	 	 	 	 
	5.	 	Lease Term: 72 months, plus such additional days as may be required to cause this Lease to expire on the final day of the calendar month.



 


		6.	Basic Rent:



 


	
    Months of Term or Period

    
	Monthly Rate Per Rentable 

Square Foot	Monthly Basic Rent
	1 to 12	$1.78	$19,170.60
	13 to 24	$1.85	$19,924.50
	25 to 36	$1.92	$20,678.40
	37 to 48	$2.00	$21,540.00
	49 to 60	$2.08	$22,401.60
	61 to 72	$2.16	$23,263.20


 


Notwithstanding the above schedule of Basic Rent
to the contrary, as long as Tenant is not in Default (as defined in Section 14.1) under this Lease, Tenant shall be entitled to an abatement
of 2 full calendar months of Basic Rent in the aggregate amount of $38,341.20 (i.e. $19,170.60 per month) (the “Abated Basic Rent”)
for the first 2 full calendar months of the Term (the “Abatement Period”). In the event Tenant Defaults at any time during
the Term beyond any applicable “cure” period with the result that Tenant’s right to possession of the Premises is terminated,
then unamortized Abated Basic Rent to the date of such termination (amortized over the initial 72 months of the Term) shall immediately
become due and payable. The payment by Tenant of the unamortized Abated Basic Rent in the event of a Default shall not limit or affect
any of Landlord’s other rights, pursuant to this Lease or at law or in equity. Only Basic Rent shall be abated during the Abatement Period
and all other additional rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions
of this Lease.


 






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



 


		8.	Floor Area of Premises: approximately 10,770 rentable square
feet



 


Floor Area of Building:
approximately 18,931 rentable square feet


 


		9.	Letter of Credit: $150,000.00



 


		10.	Broker(s): Irvine Management Company (“Landlord’s
Broker”) is the agent of Landlord exclusively and CBRE (“Tenant’s Broker”) is the agent of Tenant exclusively.



 


		11.	Parking: 33 parking spaces in accordance with the provisions
set forth in Exhibit F to this Lease.



 


		12.	Address for Payments and Notices:



 



	 	LANDLORD	TENANT	 
	 	 	 	 
	 	Payment Registration Address:	 	 
	 	 	 	 
	 	Email tenantportal@irvinecompany.com to request an account for the Tenant Payment Portal.	
    MDXHEALTH, INC.

    15285 Alton Parkway, Suite 120

    Irvine, CA 92618
	 
	 	 	 	 
	 	Notice Address:	 	 
	 	 	 	 
	 	THE IRVINE COMPANY LLC	 	 
	 	550 Newport Center Drive	 	 
	 	Newport Beach, CA 92660	 	 
	 	Attn:	Senior Vice President, Operations	 	 
	 	 	Office Properties	 	 



 


LIST OF LEASE EXHIBITS (All exhibits, riders
and addenda attached to this Lease are hereby incorporated into and made a part of this Lease):


 


	 	Exhibit A	Description of Premises
	 	Exhibit B	Operating Expenses
	 	Exhibit C	Utilities and Services
	 	Exhibit D	Tenant’s Insurance
	 	Exhibit E	Rules and Regulations
	 	Exhibit F	Parking
	 	Exhibit G	Additional Provisions
	 	Exhibit G-1	First Right Space
	 	Exhibit H	Landlord’s Disclosures
	 	Exhibit I	Letter of Credit Template
	 	Exhibit J	Survey Form
	 	Exhibit X	Work Letter
	 	Exhibit Y	Project Description



 




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Article 2 PREMISES


 


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


 


2.2 ACCEPTANCE
OF PREMISES. Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty
with respect to the Premises, the Building or the Project or the suitability or fitness of either for any purpose, except as set forth
in this Lease. Tenant acknowledges that the flooring materials which may be installed within portions of the Premises located on the ground
floor of the Building may be limited by the moisture content of the Building slab and underlying soils. The taking of possession or use
of the Premises by Tenant for any purpose other than construction or fixturization shall conclusively establish that the Premises and
the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters
which Tenant shall have brought to Landlord’s attention on a written punch list. The punch list shall be limited to any items required
to be accomplished by Landlord under the Work Letter (if any) attached as Exhibit X, and shall be delivered to Landlord within
30 days after the Commencement Date (as defined herein). If there is no Work Letter, or if no items are required of Landlord under the
Work Letter, by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or
claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section 2.2 shall affect the commencement
of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as
provided above.


 


Article
3 TERM


 


3.1 GENERAL.
The term of this Lease (“Term”) shall be for the period shown in Item 5 of the Basic Lease Provisions. The Term shall
commence (“Commencement Date”) on the earlier of (a) 30 days after the date the Premises are deemed “ready for occupancy”
(as hereinafter defined) and possession thereof is delivered to Tenant, but not earlier than June 1, 2020, or (b) the date Tenant commences
its regular business activities within the Premises. Promptly following request by Landlord, the parties shall memorialize on a form provided
by Landlord (the “Commencement Memorandum”) the actual Commencement Date and the expiration date (“Expiration
Date”) of this Lease; should Tenant fail to execute and return the Commencement Memorandum to Landlord within 5 business days
(or provide specific written objections thereto within that period), then Landlord’s determination of the Commencement and Expiration
Dates as set forth in the Commencement Memorandum shall be conclusive. The Premises shall be deemed “ready for occupancy”
when Landlord, to the extent applicable, (i) has substantially completed all the work required to be completed by Landlord pursuant to
the Work Letter (if any) attached to this Lease but for minor punch list matters, and (ii) has obtained the requisite governmental approvals
for Tenant’s occupancy in connection with such work.


 


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


 






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Article
4 RENT AND OPERATING EXPENSES


 


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


 


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


 


4.3 LETTER
OF CREDIT. Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, a letter of credit in the amount
stated in Item 9 of the Basic Lease Provisions, which letter of credit shall be in form and with the substance of Exhibit I attached
hereto. The letter of credit shall be issued by a financial institution acceptable to Landlord with a branch in Orange County, California,
at which draws on the letter of credit will be accepted. The letter of credit shall provide for automatic yearly renewals throughout the
Term of this Lease and shall have an outside expiration date (if any) that is not earlier than 30 days after the expiration of the Lease
Term. In the event the letter of credit is not continuously renewed through the period set forth above, or upon any breach under this
Lease by Tenant, including specifically Tenant’s failure to pay Rent or to abide by its obligations under Sections 7.1 and 15.2 below,
Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial
institution. Any such draw shall be without waiver of any rights Landlord may have under this Lease or at law or in equity as a result
of any Default hereunder by Tenant.


 


Article
5 USES


 


5.1 USE.
Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions and for no other use whatsoever. The
uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency
or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or
political subdivision thereof; or (iii) schools, temporary employment agencies or other training facilities which are not ancillary to
corporate, executive or professional office use. Tenant shall not do or permit anything to be done in or about the Premises which will
in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow the Premises
to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Project. Tenant shall
not perform any work or conduct any business whatsoever in the Project other than inside the Premises. Tenant shall comply at its expense
with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the
Premises, and with all energy usage reporting requirements of Landlord. Pursuant to California Civil Code § 1938, Landlord hereby
states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §
55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: “A
Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the
applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the
subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall
mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and
the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.”


 






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5.2 SIGNS.
Provided Tenant continues to occupy the entire Premises, Tenant shall have the non-exclusive right to one (1) “eyebrow” sign
on the Building for Tenant’s name and graphics in a location designated by Landlord, subject to Landlord’s right of prior approval that
such exterior signage is in compliance with the Signage Criteria (defined below). Except as provided in the foregoing and except for Landlord’s
standard suite signage identifying Tenant’s name and/or logo, Tenant shall have no right to maintain signs in any location in, on or about
the Premises, the Building or the Project and shall not place or erect any signs that are visible from the exterior of the Building. The
size, design, graphics, material, style, color and other physical aspects of any permitted sign shall be subject to Landlord’s written
determination, as determined solely by Landlord, prior to installation, that signage is in compliance with any covenants, conditions or
restrictions encumbering the Premises and Landlord’s signage program for the Project, as in effect from time to time and approved by the
City in which the Premises are located (“Signage Criteria”). Prior to placing or erecting any such signs, Tenant shall
obtain and deliver to Landlord a copy of any applicable municipal or other governmental permits and approvals, except to Landlord’s standard
suite signage. Tenant shall be responsible for all costs of any permitted sign, including, without limitation, the fabrication, installation,
maintenance and removal thereof and the cost of any permits therefor, except that Landlord shall pay for the initial installation costs
only of the standard suite signage. If Tenant fails to maintain its sign in good condition, or if Tenant fails to remove same upon termination
of this Lease and repair and restore any damage caused by the sign or its removal, Landlord may do so at Tenant’s expense. Landlord shall
have the right, at Landlord’s cost, to temporarily remove any signs in connection with any repairs or maintenance in or upon the Building.
The term “sign” as used in this Section shall include all signs, designs, monuments, displays, advertising materials,
logos, banners, projected images, pennants, decals, pictures, notices, lettering, numerals or graphics. Tenant’s “eyebrow” signage
rights under this Section 5.2 belong solely to MDxHealth, Inc., a Delaware corporation, and any attempted assignment or transfer of such
rights shall be void and of no force and effect.


 


5.3 HAZARDOUS
MATERIALS.


 


(a) For
purposes of this Lease, the term “Hazardous Materials” means (i) any “hazardous material” as defined in Section
25501(n) of the California Health and Safety Code, (ii) hydrocarbons, polychlorinated biphenyls or asbestos, (iii) any toxic or hazardous
materials, substances, wastes or materials as defined pursuant to any other applicable state, federal or local law or regulation, and
(iv) any other substance or matter which may result in liability to any person or entity as a result of such person’s possession, use,
storage, release or distribution of such substance or matter under any statutory or common law theory.


 


(b) Tenant shall not cause
or permit any Hazardous Materials to be brought upon, stored, used, generated, released or disposed of on, under, from or about the Premises
(including without limitation the soil and groundwater thereunder) without the prior written consent of Landlord, which consent may be
given or withheld in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have the right, without
obtaining prior written consent of Landlord, to utilize within the Premises a reasonable quantity of standard office products that may
contain Hazardous Materials (such as photocopy toner, “White Out”, and the like), provided however, that (i)
Tenant shall maintain such products in their original retail packaging, shall follow all instructions on such packaging with respect
to the storage, use and disposal of such products, and shall otherwise comply with all applicable laws with respect to such products,
and (ii) all of the other terms and provisions of this Section 5.3 shall apply with respect to Tenant’s storage, use and disposal
of all such products. Landlord may, in its sole and absolute discretion, place such conditions as Landlord deems appropriate with respect
to Tenant’s use, storage and/or disposal of any Hazardous Materials requiring Landlord’s consent. Tenant understands that
Landlord may utilize an environmental consultant to assist in determining conditions of approval in connection with the storage, use,
release, and/or disposal of Hazardous Materials by Tenant on or about the Premises, and/or to conduct periodic inspections of the storage,
generation, use, release and/or disposal of such Hazardous Materials by Tenant on and from the Premises, and Tenant agrees that any costs
incurred by Landlord in connection therewith shall be reimbursed by Tenant to Landlord as additional rent hereunder upon demand.


 






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(c) Prior
to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord a Hazardous Material Survey Form (the “Survey
Form”) in the form of Exhibit J attached hereto. The completed Survey Form shall be deemed incorporated into this Lease
for all purposes, and Landlord shall be entitled to rely fully on the information contained therein. On each anniversary of the Commencement
Date until the expiration or sooner termination of this Lease, Tenant shall disclose to Landlord in writing the names and amounts of all
Hazardous Materials which were stored, generated, used, released and/or disposed of on, under or about the Premises for the twelve-month
period prior thereto, and which Tenant desires to store, generate, use, release and/or dispose of on, under or about the Premises for
the succeeding twelve-month period. In addition, to the extent Tenant is permitted to utilize Hazardous Materials upon the Premises, Tenant
shall promptly provide Landlord with complete and legible copies of all the following environmental documents relating thereto: reports
filed pursuant to any self-reporting requirements; permit applications, permits, monitoring reports, emergency response or action plans,
workplace exposure and community exposure warnings or notices and all other reports, disclosures, plans or documents (even those which
may be characterized as confidential) relating to water discharges, air pollution, waste generation or disposal, and underground storage
tanks for Hazardous Materials; orders, reports, notices, listings and correspondence (even those which may be considered confidential)
of or concerning the release, investigation, compliance, cleanup, remedial and corrective actions, and abatement of Hazardous Materials;
and all complaints, pleadings and other legal documents filed by or against Tenant related to Tenant’s storage, generation, use, release
and/or disposal of Hazardous Materials.


 


(d) Landlord
and its agents shall have the right, but not the obligation, to inspect, sample and/or monitor the Premises and/or the soil or groundwater
thereunder at any time to determine whether Tenant is complying with the terms of this Section 5.3, and in connection therewith Tenant
shall provide Landlord with full access to all facilities, records and personnel related thereto. If Tenant is not in compliance with
any of the provisions of this Section 5.3, or in the event of a release of any Hazardous Material on, under, from or about the Premises
caused or permitted by Tenant, its agents, employees, contractors, licensees, subtenants or invitees, Landlord and its agents shall have
the right, but not the obligation, without limitation upon any of Landlord’s other rights and remedies under this Lease, to immediately
enter upon the Premises without notice and to discharge Tenant’s obligations under this Section 5.3 at Tenant’s expense, including without
limitation the taking of emergency or long-term remedial action. Landlord and its agents shall endeavor to minimize interference with
Tenant’s business in connection therewith, but shall not be liable for any such interference. In addition, Landlord, at Tenant’s expense,
shall have the right, but not the obligation, to join and participate in any legal proceedings or actions initiated in connection with
any claims arising out of the storage, generation, use, release and/or disposal by Tenant or its agents, employees, contractors, licensees,
subtenants or invitees of Hazardous Materials on, under, from or about the Premises.


 


(e) If
the presence of any Hazardous Materials on, under, from or about the Premises or the Project caused or permitted by Tenant or its agents,
employees, contractors, licensees, subtenants or invitees results in (i) injury to any person, (ii) injury to or any contamination of
the Premises or the Project, or (iii) injury to or contamination of any real or personal property wherever situated, Tenant, at its expense,
shall promptly take all actions necessary to return the Premises and the Project and any other affected real or personal property owned
by Landlord to the condition existing prior to the introduction of such Hazardous Materials and to remedy or repair any such injury or
contamination, including without limitation, any cleanup, remediation, removal, disposal, neutralization or other treatment of any such
Hazardous Materials. Notwithstanding the foregoing, Tenant shall not, without Landlord’s prior written consent, which consent may be given
or withheld in Landlord’s sole and absolute discretion, take any remedial action in response to the presence of any Hazardous Materials
on, under, from or about the Premises or the Project or any other affected real or personal property owned by Landlord or enter into any
similar agreement, consent, decree or other compromise with any governmental agency with respect to any Hazardous Materials claims; provided
however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under, from
or about the Premises or the Project or any other affected real or personal property owned by Landlord (i) imposes an immediate threat
to the health, safety or welfare of any individual and (ii) is of such a nature that an immediate remedial response is necessary and it
is not possible to obtain Landlord’s consent before taking such action. To the fullest extent permitted by law, Tenant shall indemnify,
hold harmless, protect and defend (with attorneys acceptable to Landlord) Landlord and any successors to all or any portion of Landlord’s
interest in the Premises and the Project and any other real or personal property owned by Landlord from and against any and all liabilities,
losses, damages, diminution in value, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including without
limitation attorneys’ fees, court costs and other professional expenses), whether foreseeable or unforeseeable, arising directly or indirectly
out of the use, generation, storage, treatment, release, on- or off-site disposal or transportation of Hazardous Materials on, into, from,
under or about the Premises, the Building or the Project and any other real or personal property owned by Landlord caused or permitted
by Tenant, its agents, employees, contractors, licensees, subtenants or invitees. Such indemnity obligation shall specifically include,
without limitation, the cost of any required or necessary repair, restoration, cleanup or detoxification of the Premises, the Building
and the Project and any other real or personal property owned by Landlord, the preparation of any closure or other required plans, whether
such action is required or necessary during the Term or after the expiration of this Lease and any loss of rental due to the inability
to lease the Premises or any portion of the Building or Project as a result of such Hazardous Materials, the remediation thereof or any
repair, restoration or cleanup related thereto. If it is at any time discovered that Tenant or its agents, employees, contractors, licensees,
subtenants or invitees may have caused or permitted the release of any Hazardous Materials on, under, from or about the Premises, the
Building or the Project or any other real or personal property owned by Landlord, Tenant shall, at Landlord’s request, immediately prepare
and submit to Landlord a comprehensive plan, subject to Landlord’s approval, specifying the actions to be taken by Tenant to return the
Premises, the Building or the Project or any other real or personal property owned by Landlord to the condition existing prior to the
introduction of such Hazardous Materials. Upon Landlord’s approval of such plan, Tenant shall, at its expense, and without limitation
of any rights and remedies of Landlord under this Lease or at law or in equity, immediately implement such plan and proceed to cleanup,
remediate and/or remove all such Hazardous Materials in accordance with all applicable laws and as required by such plan and this Lease.
The provisions of this Section 5.3(e) shall expressly survive the expiration or sooner termination of this Lease.


 






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(f) Landlord
hereby discloses to Tenant, and Tenant hereby acknowledges, certain facts relating to Hazardous Materials at the Project known by Landlord
to exist as of the date of this Lease, as more particularly described in Exhibit H attached hereto. Tenant shall have no liability
or responsibility with respect to the Hazardous Materials facts described in Exhibit H, nor with respect to any Hazardous Materials
which Tenant proves were not caused or permitted by Tenant, its agents, employees, contractors, licensees, subtenants or invitees. Notwithstanding
the preceding two sentences, Tenant agrees to notify its agents, employees, contractors, licensees, subtenants, and invitees of any exposure
or potential exposure to Hazardous Materials at the Premises that Landlord brings to Tenant’s attention. Tenant hereby acknowledges that
this disclosure satisfies any obligation of Landlord to Tenant pursuant to California Health & Safety Code Section 25359.7, or any
amendment or substitute thereto or any other disclosure obligations of Landlord.


 


Article
6 LANDLORD SERVICES


 


6.1 UTILITIES
AND SERVICES. Landlord and Tenant shall be responsible to furnish those utilities and services to the Premises to the extent provided
in Exhibit C, subject to the conditions and payment obligations and standards set forth in this Lease. Landlord shall not be liable
for any failure to furnish any services or utilities when the failure is the result of any accident or other cause beyond Landlord’s reasonable
control, nor shall Landlord be liable for damages resulting from power surges or any breakdown in telecommunications facilities or services.
Except as set forth in Section 11.3 below, Landlord’s temporary inability to furnish any services or utilities shall not entitle Tenant
to any damages, relieve Tenant of the obligation to pay rent or constitute a constructive or other eviction of Tenant, except that Landlord
shall diligently attempt to restore the service or utility promptly. Tenant shall comply with all rules and regulations which Landlord
may reasonably establish for the provision of services and utilities, and shall cooperate with all reasonable conservation practices established
by Landlord. Landlord shall at all reasonable times have free access to all electrical and mechanical installations of Landlord.


 


6.2 OPERATION
AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Building and the Project. The
term “Common Areas” shall mean all areas within the Building and other buildings in the Project which are not held for
exclusive use by persons entitled to occupy space, including without limitation parking areas and structures, driveways, sidewalks, landscaped
and planted areas, hallways and interior stairwells not located within the premises of any tenant, common electrical rooms, entrances
and lobbies, elevators, and restrooms not located within the premises of any tenant.


 


6.3 USE
OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas in common with Landlord and with
all others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with Rules and
Regulations described in Article 17 below. Landlord shall at all times during the Term have exclusive control of the Common Areas, and
may restrain or permit any use or occupancy, except as otherwise provided in this Lease or in Landlord’s rules and regulations. Tenant
shall keep the Common Areas clear of any obstruction or unauthorized use related to Tenant’s operations. Landlord may temporarily close
any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive
rights, or for any other reasonable purpose. Landlord’s temporary closure of any portion of the Common Areas for such purposes shall not
deprive Tenant of reasonable access to the Premises.


 


6.4 CHANGES
AND ADDITIONS BY LANDLORD. Landlord reserves the right to make alterations or additions to the Building or the Project or to the attendant
fixtures, equipment and Common Areas, and such change shall not entitle Tenant to any abatement of rent or other claim against Landlord.
No such change shall deprive Tenant of reasonable access to or use of the Premises.


 






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Article
7 REPAIRS AND MAINTENANCE


 


7.1 TENANT’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12 and Exhibit G, Tenant at its sole expense shall make all repairs necessary
to keep the Premises and all improvements and fixtures therein in good condition and repair, ordinary wear and tear excepted. Notwithstanding
Section 7.2 below, Tenant’s maintenance obligation shall include without limitation all appliances, interior glass, doors, door closures,
hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises and all Alterations
constructed by Tenant pursuant to Section 7.3 below, together with any supplemental HVAC equipment servicing only the Premises. All repairs
and other work performed by Tenant or its contractors shall be subject to the terms of Sections 7.3 and 7.4 below. Alternatively, should
Landlord or its management agent agree to make a repair on behalf of Tenant and at Tenant’s request, Tenant shall promptly reimburse Landlord
as additional rent for all reasonable costs incurred (including the standard supervision fee) upon submission of an invoice.


 


7.2 LANDLORD’S
MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall provide service, maintenance and repair with respect to the
heating, ventilating and air conditioning (“HVAC”) equipment of the Building (exclusive of any supplemental HVAC equipment
servicing only the Premises) and shall maintain in good repair the Common Areas, roof, foundations, footings, the exterior surfaces of
the exterior walls of the Building (including exterior glass), and the structural, electrical, mechanical, fire/life safety, and plumbing
systems of the Building (including elevators, if any, serving the Building), except to the extent provided in Section 7.1 above. Landlord
need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section
7.2 shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere
in this Lease. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands
that it shall not make repairs at Landlord’s expense or by rental offset. Except as provided in Section 11.1 and Article 12 below, there
shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from
the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any
related activity by Landlord constitute an actual or constructive eviction; provided, however, that in making repairs, alterations or
improvements, Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business in the Premises. Tenant
hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil
Code, or any similar or successor laws now or hereafter in effect.


 


7.3 ALTERATIONS.
Except for cosmetic alteration projects that do not exceed $50,000.00 during each calendar year and that satisfy the criteria in the next
following sentence (which work shall require notice to Landlord but not Landlord’s consent), Tenant shall make no alterations, additions,
decorations or improvements (collectively referred to as “Alterations”) to the Premises without the prior written consent of
Landlord. Landlord’s consent shall not be unreasonably withheld as long as the proposed Alterations do not affect the structural, electrical
or mechanical components or systems of the Building, are not visible from the exterior of the Premises, do not change the basic floor
plan of the Premises, and utilize only Landlord’s building standard materials (“Standard Improvements”). Landlord may
impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable. Without limiting
the generality of the foregoing, Tenant shall use Landlord’s designated mechanical and electrical contractors for all Alterations work
affecting the mechanical or electrical systems of the Building. Should Tenant perform any Alterations work that would necessitate any
ancillary Building modification or other expenditure by Landlord, then Tenant shall promptly fund the cost thereof to Landlord. Tenant
shall obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws, regulations and
ordinances with contractors reasonably acceptable to Landlord, and except for cosmetic Alterations not requiring a permit, Landlord shall
be entitled to a supervision fee in the amount of 5% of the cost of the Alterations. Any request for Landlord’s consent shall be made
in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Landlord may elect
to cause its architect to review Tenant’s architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should
the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense,
furnish Landlord with as-built drawings and CAD disks compatible with Landlord’s systems. Alterations shall be constructed in a good and
workmanlike manner using materials of a quality reasonably approved by Landlord Unless Landlord otherwise agrees in writing, all Alterations
affixed to the Premises, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise
provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord. Such Alterations
shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given at the time of Landlord’s
approval of any Alterations, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any Alterations
(including without limitation all telephone and data cabling) installed either by Tenant or by Landlord at Tenant’s request (collectively,
the “Required Removables”), and to replace any non-Standard Improvements with the applicable Standard Improvements. Tenant,
at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration
or any portion thereof, is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing
as to which portions of the subject Alterations are Required Removables. In connection with its removal of Required Removables, Tenant
shall repair any damage to the Premises arising from that removal and shall restore the affected area to its pre-existing condition, reasonable
wear and tear excepted. Landlord agrees that the Tenant Improvements as and to the extent set forth in the Plan and Cost Estimate referenced
in Exhibit X shall not constitute Required Removables.


 






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


 


7.5 ENTRY
AND INSPECTION. Landlord shall at all reasonable times, upon at least 24 hours advance, written or verbal notice given by Landlord
(except in emergencies, when no notice shall be required), have the right to enter the Premises to inspect them, to supply services in
accordance with this Lease, to make repairs and renovations as reasonably deemed necessary by Landlord, and to submit the Premises to
prospective or actual purchasers or encumbrance holders (or, during the final twelve months of the Term or when an uncured Default exists,
to prospective tenants), all without being deemed to have caused an eviction of Tenant and without abatement of Rent except as provided
elsewhere in this Lease. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs,
alterations and additions. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior
verbal notice of entry and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises.


 


Article
8 [INTENTIONALLY OMITTED]


 


Article
9 ASSIGNMENT AND SUBLETTING


 


9.1 RIGHTS
OF PARTIES.


 


(a) Except
as otherwise specifically provided in this Article 9, Tenant may not, either voluntarily or by operation of law, assign, sublet, encumber,
or otherwise transfer all or any part of Tenant’s interest in this Lease, or permit the Premises to be occupied by anyone other than Tenant
(each, a “Transfer”), without Landlord’s prior written consent, which consent shall not unreasonably be withheld in accordance
with the provisions of Section 9.1(b). For purposes of this Lease, references to any subletting, sublease or variation thereof shall be
deemed to apply not only to a sublease effected directly by Tenant, but also to a sub-subletting or an assignment of subtenancy by a subtenant
at any level. Except as otherwise specifically provided in this Article 9, no Transfer (whether voluntary, involuntary or by operation
of law) shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, such a Transfer shall constitute
a material default of this Lease.


 


(b) Except
as otherwise specifically provided in this Article 9, if Tenant or any subtenant hereunder desires to transfer an interest in this Lease,
Tenant shall first notify Landlord in writing and shall request Landlord’s consent thereto. Tenant shall also submit to Landlord in writing:
(i) the name and address of the proposed transferee; (ii) the nature of any proposed subtenant’s or assignee’s business to be carried
on in the Premises; (iii) the terms and provisions of any proposed sublease or assignment (including without limitation the rent and other
economic provisions, term, improvement obligations and commencement date); (iv) evidence that the proposed assignee or subtenant will
comply with the requirements of Exhibit D to this Lease; and (v) any other information requested by Landlord and reasonably related
to the Transfer. Landlord shall not unreasonably withhold its consent, provided: (1) the use of the Premises will be consistent with the
provisions of this Lease and with Landlord’s commitment to other tenants of the Building and Project; (2) any proposed subtenant or assignee
demonstrates that it is financially responsible by submission to Landlord of all reasonable information as Landlord may request concerning
the proposed subtenant or assignee, including, but not limited to, a balance sheet of the proposed subtenant or assignee as of a date
within 90 days of the request for Landlord’s consent and statements of income or profit and loss of the proposed subtenant or assignee
for the two-year period preceding the request for Landlord’s consent; (3) the proposed assignee or subtenant is neither an existing tenant
or occupant of the Building or Project nor a prospective tenant with whom Landlord or Landlord’s affiliate has been actively negotiating
to become a tenant at the Building or Project; and (4) the proposed transferee is not an SDN (as defined below) and will not impose additional
burdens or security risks on Landlord. If Landlord consents to the proposed Transfer, then the Transfer may be effected within 90 days
after the date of the consent upon the terms described in the information furnished to Landlord; provided that any material change in
the terms shall be subject to Landlord’s consent as set forth in this Section 9.1(b). Landlord shall approve or disapprove any requested
Transfer within 30 days following receipt of Tenant’s written notice and the information set forth above. Except in connection with a
Permitted Transfer (as defined below), if Landlord approves the Transfer Tenant shall pay a transfer fee of $1,000.00 to Landlord concurrently
with Tenant’s execution of a Transfer consent prepared by Landlord.


 






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(c) Notwithstanding
the provisions of Subsection (b) above, and except in connection with a “Permitted Transfer” (as defined below), in lieu
of consenting to a proposed assignment or subletting, Landlord may elect to terminate this Lease in its entirety in the event of an assignment,
or terminate this Lease as to the portion of the Premises proposed to be subleased with a proportionate abatement in the rent payable
under this Lease, such termination to be effective on the date that the proposed sublease or assignment would have commenced. Landlord
may thereafter, at its option, assign or re-let any space so recaptured to any third party, including without limitation the proposed
transferee identified by Tenant.


 


(d) Should
any Transfer occur, Tenant shall, except in connection with a Permitted Transfer, promptly pay or cause to be paid to Landlord, as additional
rent, 50% of any amounts paid by the assignee or subtenant, however described and whether funded during or after the Lease Term, to the
extent such amounts are in excess of the sum of (i) the scheduled Basic Rent payable by Tenant hereunder (or, in the event of a subletting
of only a portion of the Premises, the Basic Rent allocable to such portion as reasonably determined by Landlord) and (ii) the direct
out-of-pocket costs, as evidenced by third party invoices provided to Landlord, incurred by Tenant to effect the Transfer, which costs
shall be amortized over the remaining Term of this Lease or, if shorter, over the term of the sublease.


 


(e) The
sale of all or substantially all of the assets of Tenant (other than bulk sales in the ordinary course of business) or the merger or consolidation
of Tenant or the sale of a controlling interest in Tenant’s capital stock shall be deemed a Transfer within the meaning and provisions
of this Article. Notwithstanding the foregoing, Tenant may assign this Lease to a successor to Tenant by merger, consolidation or the
purchase of substantially all of Tenant’s assets or a controlling interest in Tenant’s capital stock, or assign this Lease or sublet all
or a portion of the Premises to an Affiliate (defined below), without the consent of Landlord but subject to the provisions of Section
9.2, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (i) Tenant is not then in
Default hereunder; (ii) Tenant gives Landlord written notice at least 10 business days before such Permitted Transfer; and (iii) the successor
entity resulting from any merger or consolidation of Tenant or the sale of all or substantially all of the assets of Tenant, has a net
worth (computed in accordance with generally accepted accounting principles, except that intangible assets such as goodwill, patents,
copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) at the time of the Permitted Transfer
that is at least equal to the Net Worth of Tenant immediately before the Permitted Transfer. Tenant’s notice to Landlord shall include
reasonable information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied.
If requested by Landlord, Tenant’s successor shall sign and deliver to Landlord a commercially reasonable form of assumption agreement.
“Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant.


 


9.2 EFFECT
OF TRANSFER. No subletting or assignment, even with the consent of Landlord, shall relieve Tenant, or any successor-in-interest to
Tenant hereunder, of its obligation to pay rent and to perform all its other obligations under this Lease. Each assignee, other than Landlord,
shall be deemed to assume all obligations of Tenant under this Lease and shall be liable jointly and severally with Tenant for the payment
of all rent, and for the due performance of all of Tenant’s obligations, under this Lease. Such joint and several liability shall not
be discharged or impaired by any subsequent modification or extension of this Lease. Consent by Landlord to one or more transfers shall
not operate as a waiver or estoppel to the future enforcement by Landlord of its rights under this Lease.


 






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9.3 SUBLEASE
REQUIREMENTS. Any sublease, license, concession or other occupancy agreement entered into by Tenant shall be subordinate and subject
to the provisions of this Lease, and if this Lease is terminated during the term of any such agreement, Landlord shall have the right
to: (i) treat such agreement as cancelled and repossess the subject space by any lawful means, or (ii) require that such transferee attorn
to and recognize Landlord as its landlord (or licensor, as applicable) under such agreement. Landlord shall not, by reason of such attornment
or the collection of sublease rentals, be deemed liable to the subtenant for the performance of any of Tenant’s obligations under the
sublease. If Tenant is in Default (hereinafter defined), Landlord is irrevocably authorized to direct any transferee under any such agreement
to make all payments under such agreement directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease)
until such Default is cured. No collection or acceptance of rent by Landlord from any transferee shall be deemed a waiver of any provision
of Article 9 of this Lease, an approval of any transferee, or a release of Tenant from any obligation under this Lease, whenever accruing.
In no event shall Landlord’s enforcement of any provision of this Lease against any transferee be deemed a waiver of Landlord’s right
to enforce any term of this Lease against Tenant or any other person.


 


Article
10 INSURANCE AND INDEMNITY


 


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


 


10.2 LANDLORD’S
INSURANCE. Landlord shall provide the following types of insurance, with or without deductible and in amounts and coverages as may
be determined by Landlord in its discretion: property insurance, subject to standard exclusions (such as, but not limited to, earthquake
and flood exclusions), covering the Building or Project and commercial general liability coverage. In addition, Landlord may, at its election,
obtain insurance coverages for such other risks as Landlord or its Mortgagees may from time to time deem appropriate, including earthquake,
and terrorism. Landlord may elect to self-insure any insurance coverage required or elected by Landlord. Landlord shall not be required
to carry insurance of any kind on any tenant improvements or Alterations in the Premises installed by Tenant or its contractors or otherwise
removable by Tenant (collectively, “Tenant Installations”), or on any trade fixtures, furnishings, equipment, interior
plate glass, signs or items of personal property in the Premises, and Landlord shall not be obligated to repair or replace any of the
foregoing items should damage occur. All proceeds of insurance maintained by Landlord upon the Building and Project shall be the property
of Landlord, whether or not Landlord is obligated to or elects to make any repairs.


 


10.3 JOINT
INDEMNITY.


 


(a) To
the fullest extent permitted by law, but subject to Section 10.5 below, Tenant shall defend, indemnify and hold harmless Landlord, its
agents, lenders, and any and all affiliates of Landlord, from and against any and all claims, liabilities, costs or expenses arising either
before or after the Commencement Date from Tenant’s use or occupancy of the Premises, the Building or the Common Areas, or from the conduct
of its business, or from any activity, work, or thing done, permitted or suffered by Tenant or its agents, employees, subtenants, vendors,
contractors, invitees or licensees in or about the Premises, the Building or the Common Areas, or from any Default in the performance
of any obligation on Tenant’s part to be performed under this Lease, or from any act or negligence of Tenant or its agents, employees,
subtenants, vendors, contractors, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord’s defense in any
action covered by this Section 10.3(a) through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall
not be obligated to indemnify Landlord against any liability or expense to the extent such liability or expense: (i) is ultimately determined
to have been caused by the sole negligence or willful misconduct of Landlord, its agents, contractors or employees, or (ii) covered by
Landlord’s indemnity obligations set forth in Section 10.3(b) below.


 


(b) To
the fullest extent permitted by law, but subject to Section 10.5 below, Landlord shall defend, indemnify and hold harmless Tenant, its
agents, lenders, and any and all affiliates of Tenant, from and against any and all claims, liabilities, costs or expenses arising either
before or after the Commencement Date from the active negligence or willful misconduct of Landlord, its employees, agents or contractors,
in connection with the maintenance or repair of the Common Areas of the Project. Tenant may, at its option, require Landlord to assume
Tenant’s defense in any action covered by this Section 10.3(b) through counsel reasonably satisfactory to Tenant. Notwithstanding the
foregoing, Landlord shall not be obligated to indemnify Tenant against any liability or expense to the extent such liability or expense:
(i) is ultimately determined to have been caused by the sole negligence or willful misconduct of Tenant, its agents, contractors or employees,
or (ii) is covered by Tenant’s indemnity obligations set forth in Section 10.3(a) above.


 


10.4 LANDLORD’S
NONLIABILITY. Unless caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors but subject
to Section 10.5 below, Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims
against Landlord, its employees and agents for loss of or damage to any property, or any injury to any person, resulting from any condition
including, but not limited to, acts or omissions (criminal or otherwise) of third parties and/or other tenants of the Project, or their
agents, employees or invitees, fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak or flow from or
into any part of the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning, electrical works or other fixtures in the Building, whether the damage or injury results from conditions arising
in the Premises or in other portions of the Building. It is understood that any such condition may require the temporary evacuation or
closure of all or a portion of the Building. Should Tenant elect to receive any service from a concessionaire, licensee or third party
tenant of Landlord, Tenant shall not seek recourse against Landlord for any breach or liability of that service provider. Notwithstanding
anything to the contrary contained in this Lease, in no event shall Landlord be liable for Tenant’s loss or interruption of business or
income (including without limitation, Tenant’s consequential damages, lost profits or opportunity costs), or for interference with light
or other similar intangible interests.


 






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10.5 WAIVER
OF SUBROGATION. Landlord and Tenant each hereby waives all rights of recovery against the other on account of loss and damage occasioned
to the property of such waiving party to the extent that the waiving party is entitled to proceeds for such loss and damage under any
property insurance policies carried or otherwise required to be carried by this Lease; provided however, that the foregoing waiver shall
not apply to the extent of Tenant’s obligation to pay deductibles under any such policies and this Lease. By this waiver it is the intent
of the parties that neither Landlord nor Tenant shall be liable to any insurance company (by way of subrogation or otherwise) insuring
the other party for any loss or damage insured against under any property insurance policies, even though such loss or damage might be
occasioned by the negligence of such party, its agents, employees, contractors or invitees. The foregoing waiver by Tenant shall also
inure to the benefit of Landlord’s management agent for the Building.


 


Article
11 DAMAGE OR DESTRUCTION


 


11.1 RESTORATION.


 


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


 


(b) As
soon as reasonably practicable following the casualty event but not later than 60 days thereafter, Landlord shall notify Tenant in writing
(“Casualty Notice”) of Landlord’s election, if applicable, to terminate this Lease. If this Lease is not so terminated,
the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds
270 days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of the Premises, then either
party may elect to terminate this Lease by written notice to the other within 10 days following delivery of the Casualty Notice. In addition,
Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by casualty and such
damage cannot reasonably be repaired within 60 days after Tenant’s receipt of the Casualty Notice; (b) there is less than 1 year of the
Term remaining on the date of the casualty; (c) the casualty was not caused by the negligence or willful misconduct of Tenant or its agents,
employees or contractors; and (d) Tenant provides Landlord with written notice of its intent to terminate within 10 days after the date
of Tenant’s receipt of the Casualty Notice.


 


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


 


(d) From
and after the 6th business day following the casualty event, the rental to be paid under this Lease shall be abated in the same proportion
that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the total Floor Area of the Premises.


 


(e) Notwithstanding
the provisions of subsections (a), (b) and (c) of this Section 11.1, but subject to Section 10.5, the cost of any repairs shall be borne
by Tenant, and Tenant shall not be entitled to termination rights, if the damage is due to the fault or neglect of Tenant or its employees,
subtenants, contractors, invitees or representatives. In addition, the provisions of this Section 11.1 shall not be deemed to require
Landlord to repair any Tenant Installations, fixtures and other items that Tenant is obligated to insure pursuant to Exhibit D or
under any other provision of this Lease.


 






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


 


11.3 ABATEMENT
AND INTERFERENCE WITH USE. Notwithstanding anything to the contrary in this Lease, in the event that Tenant is prevented from using,
and does not use, the Premises or any portion thereof as a result of (i) any repair, maintenance, alteration or other work performed by
Landlord (including those required or permitted by Landlord hereunder), or which Landlord failed to perform, after the Commencement Date
and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the Building, the Building
parking facility or the Premises, (ii) any failure to provide the services, utilities, or the use of or ingress to and egress from the
Building, the Building parking facility or the Premises, required by this Lease, or (iii) the presence of hazardous or toxic materials
(not brought onto the Premises or into the Building by Tenant, its employees, agents or contractors) in violation of applicable law which
is required to be remediated, abated, mitigated and/or removed in accordance with applicable law (any such set of circumstances as set
forth in items (i), (ii) or (iii) above, to be known as an “Abatement Event”), then Tenant shall give Landlord written
notice of such Abatement Event, and, if such Abatement Event continues for five (5) consecutive business days, or ten (10) non-consecutive
business days in any twelve (12) month period, after Landlord’s receipt of any such notice (the “Eligibility Period”),
then, so long as the cause for the Abatement Event was within the reasonable control of Landlord, or Landlord is otherwise obligated under
the terms of this Lease to provide such work or service, rent (including Monthly Installments of Basic Rent and Tenant’s Share of Operating
Expenses) (“Rent”) shall be abated or reduced, as the case may be, after the expiration of the Eligibility Period, for
such time that such Abatement Event continues (the “Abatement Period”), in the proportion that the rentable area of the
portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided,
however, that in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess
of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business
therein, and if Tenant does not conduct its business from such remaining portion, then, so long as the cause for the Abatement Event was
within the reasonable control of Landlord, for such time after the expiration of the Eligibility Period during which Tenant is so prevented
from effectively conducting its business therein, the Rent for the entire Premises shall be abated for such time as Tenant continues to
be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during the Abatement
Period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the
Premises bears to the total rentable area of the Premises, shall be payable by Tenant to Landlord from the date Tenant reoccupies such
portion of the Premises. To the extent Tenant is entitled to abatement without regard to the Eligibility Period because of an event described
in Sections 11 or 12 of this Lease, then the Eligibility Period shall not be applicable.


 


Article
12 EMINENT DOMAIN


 


Either party may terminate
this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain
or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there
is a Taking of any portion of the Building or Project which would have a material adverse effect on Landlord’s ability to profitably operate
the remainder of the Building. The termination shall be effective as of the effective date of any order granting possession to, or vesting
legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s Share of Operating Expenses shall be
appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a
Taking shall be the property of Landlord and the right to receive compensation or proceeds in connection with a Taking are expressly waived
by Tenant; provided, however, Tenant may file a separate claim for Tenant’s personal property and Tenant’s reasonable relocation expenses,
provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking
and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as
practicable to the condition immediately prior to the Taking. Tenant agrees that the provisions of this Lease shall govern any Taking
and shall accordingly supersede any contrary statute or rule of law.


 


Article
13 SUBORDINATION; ESTOPPEL CERTIFICATE


 


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


 






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


 


Article
14 DEFAULTS AND REMEDIES


 


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


 


(a) The
failure by Tenant to make any payment of Rent required to be made by Tenant, as and when due, where the failure continues for a period
of 3 business days after written notice from Landlord to Tenant. The term “Rent” as used in this Lease shall be deemed
to mean the Basic Rent and all other sums required to be paid by Tenant to Landlord pursuant to the terms of this Lease.


 


(b) The
assignment, sublease, encumbrance or other Transfer of the Lease by Tenant, either voluntarily or by operation of law, whether by judgment,
execution, transfer by intestacy or testacy, or other means, without the prior written consent of Landlord unless otherwise authorized
in Article 9 of this Lease.


 


(c) The
discovery by Landlord that any financial statement provided by Tenant, or by any affiliate, successor or guarantor of Tenant, was intentionally
and materially false.


 


(d) Except
where a specific time period is otherwise set forth for Tenant’s performance in this Lease (in which event the failure to perform by Tenant
within such time period shall be a Default), the failure or inability by Tenant to observe or perform any of the covenants or provisions
of this Lease to be observed or performed by Tenant, other than as specified in any other subsection of this Section 14.1, where the failure
continues for a period of 30 days after written notice from Landlord to Tenant. However, if the nature of the failure is such that more
than 30 days are reasonably required for its cure, then Tenant shall not be deemed to be in Default if Tenant commences the cure within
30 days, and thereafter diligently pursues the cure to completion.


 


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


 


14.2 LANDLORD’S
REMEDIES.


 


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


 


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


 


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


 


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


 






    15


     


    

 


(3) The
worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount
of such loss that Tenant proves could be reasonably avoided;


 


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


 


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


 


(ii) Landlord
may elect not to terminate Tenant’s right to possession of the Premises, in which event Landlord may continue to enforce all of its rights
and remedies under this Lease, including the right to collect all rent as it becomes due. Efforts by the Landlord to maintain, preserve
or relet the Premises, or the appointment of a receiver to protect the Landlord’s interests under this Lease, shall not constitute a termination
of the Tenant’s right to possession of the Premises. In the event that Landlord elects to avail itself of the remedy provided by this
subsection (ii), Landlord shall not unreasonably withhold its consent to an assignment or subletting of the Premises subject to the reasonable
standards for Landlord’s consent as are contained in this Lease.


 


(b) The
various rights and remedies reserved to Landlord in this Lease or otherwise shall be cumulative and, except as otherwise provided by California
law, Landlord may pursue any or all of its rights and remedies at the same time. No delay or omission of Landlord to exercise any right
or remedy shall be construed as a waiver of the right or remedy or of any breach or Default by Tenant. The acceptance by Landlord of rent
shall not be a (i) waiver of any preceding breach or Default by Tenant of any provision of this Lease, other than the failure of Tenant
to pay the particular rent accepted, regardless of Landlord’s knowledge of the preceding breach or Default at the time of acceptance of
rent, or (ii) a waiver of Landlord’s right to exercise any remedy available to Landlord by virtue of the breach or Default. The acceptance
of any payment from a debtor in possession, a trustee, a receiver or any other person acting on behalf of Tenant or Tenant’s estate shall
not waive or cure a Default under Section 14.1. No payment by Tenant or receipt by Landlord of a lesser amount than the rent required
by this Lease shall be deemed to be other than a partial payment on account of the earliest due stipulated rent, nor shall any endorsement
or statement on any check or letter be deemed an accord and satisfaction and Landlord shall accept the check or payment without prejudice
to Landlord’s right to recover the balance of the rent or pursue any other remedy available to it. Tenant hereby waives any right of redemption
or relief from forfeiture under California Code of Civil Procedure Section 1174 or 1179, or under any successor statute, in the event
this Lease is terminated by reason of any Default by Tenant. No act or thing done by Landlord or Landlord’s agents during the Term shall
be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed
by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination
of this Lease, and the delivery of the keys to any employee shall not operate as a termination of the Lease or a surrender of the Premises.


 


14.3 LATE
PAYMENTS. Any Rent due under this Lease that is not paid to Landlord within 5 days of the date when due shall bear interest at the
maximum rate permitted by law from the date due until fully paid. The payment of interest shall not cure any Default by Tenant under this
Lease. In addition, Tenant acknowledges that the late payment by Tenant to Landlord of rent will cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Those costs may include, but are
not limited to, administrative, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any
ground lease, mortgage or trust deed covering the Premises. Accordingly, if any rent due from Tenant shall not be received by Landlord
or Landlord’s designee within 5 days after the date due, then Tenant shall pay to Landlord, in addition to the interest provided above,
a late charge for each delinquent payment equal to the greater of (i) 5% of that delinquent payment or (ii) $100.00. Acceptance of a late
charge by Landlord shall not constitute a waiver of Tenant’s Default with respect to the overdue amount, nor shall it prevent Landlord
from exercising any of its other rights and remedies.


 


14.4 RIGHT
OF LANDLORD TO PERFORM. If Tenant is in Default of any of its obligations under the Lease, Landlord shall have the right to perform
such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge
equal to 10% of the cost of the work performed by Landlord.


 


14.5 DEFAULT
BY LANDLORD. Landlord shall not be deemed to be in default in the performance of any obligation under this Lease unless and until
it has failed to perform the obligation within 30 days after written notice by Tenant to Landlord specifying in reasonable detail the
nature and extent of the failure; provided, however, that if the nature of Landlord’s obligation is such that more than 30 days are required
for its performance, then Landlord shall not be deemed to be in default if it commences performance within the 30 day period and thereafter
diligently pursues the cure to completion. Tenant hereby waives any right to terminate or rescind this Lease as a result of any default
by Landlord hereunder or any breach by Landlord of any promise or inducement relating hereto, and Tenant agrees that its remedies shall
be limited to a suit for actual damages and/or injunction and shall in no event include any consequential damages, lost profits or opportunity
costs.


 


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


 






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14.7 WAIVER
OF JURY TRIAL/JUDICIAL REFERENCE.


 


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


 


(b) In
the event that the jury waiver provisions of Section 14.7(a) are not enforceable under California law, then, unless otherwise agreed to
by the parties, the provisions of this Section 14.7(b) shall apply. Landlord and Tenant agree that any disputes arising in connection
with this Lease (including but not limited to a determination of any and all of the issues in such dispute, whether of fact or of law)
shall be resolved (and a decision shall be rendered) by way of a general reference as provided for in Part 2, Title 8, Chapter 6 (§§
638 et. seq.) of the California Code of Civil Procedure, or any successor California statute governing resolution of disputes by a court
appointed referee. Nothing within this Section 14.7 shall apply to an unlawful detainer action.


 


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


 


Article
15 END OF TERM


 


15.1 HOLDING
OVER. If Tenant holds over for any period after the Expiration Date (or earlier termination of the Term) without the prior written
consent of Landlord, such tenancy shall constitute a tenancy at sufferance only and a Default by Tenant; such holding over with the prior
written consent of Landlord shall constitute a month-to-month tenancy commencing on the 1st day following the termination of this Lease
and terminating 30 days following delivery of written notice of termination by either Landlord or Tenant to the other. In either of such
events, possession shall be subject to all of the terms of this Lease, except that the monthly rental shall be 150% of the total monthly
rental for the month immediately preceding the date of termination, subject to Landlord’s right to modify same upon 30 days notice to
Tenant. The acceptance by Landlord of monthly hold-over rental in a lesser amount shall not constitute a waiver of Landlord’s right to
recover the full amount due unless otherwise agreed in writing by Landlord. If Tenant fails to surrender the Premises upon the expiration
of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability, including
without limitation, any claims made by any succeeding tenant relating to such failure to surrender. The foregoing provisions of this Section
15.1 are in addition to and do not affect Landlord’s right of re-entry or any other rights of Landlord under this Lease or at law.


 


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


 






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Article
16 PAYMENTS AND NOTICES


 


All sums payable by Tenant
to Landlord shall be paid, without deduction or offset, in lawful money of the United States to Landlord at its address set forth in Item
12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise,
as for example in the payment of rent pursuant to Section 4.1, all payments shall be due and payable within 5 days after demand. All payments
requiring proration shall be prorated on the basis of the number of days in the pertinent calendar month or year, as applicable. Any notice,
election, demand, consent, approval or other communication to be given or other document to be delivered by either party to the other
may be delivered to the other party, at the address set forth in Item 12 of the Basic Lease Provisions, by personal service, or by any
courier or “overnight” express mailing service. Either party may, by written notice to the other, served in the manner provided
in this Article, designate a different address. The refusal to accept delivery of a notice, or the inability to deliver the notice (whether
due to a change of address for which notice was not duly given or other good reason), shall be deemed delivery and receipt of the notice
as of the date of attempted delivery. If more than one person or entity is named as Tenant under this Lease, service of any notice upon
any one of them shall be deemed as service upon all of them.


 


Article
17 RULES AND REGULATIONS


 


Tenant agrees to comply with
the Rules and Regulations attached as Exhibit E, and any reasonable and nondiscriminatory amendments, modifications and/or additions
as may be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order, or cleanliness of
the Premises, Building, Project and/or Common Areas. Landlord shall not be liable to Tenant for any violation of the Rules and Regulations
or the breach of any covenant or condition in any lease or any other act or conduct by any other tenant, and the same shall not constitute
a constructive eviction hereunder. One or more waivers by Landlord of any breach of the Rules and Regulations by Tenant or by any other
tenant(s) shall not be a waiver of any subsequent breach of that rule or any other. Tenant’s failure to keep and observe the Rules and
Regulations shall constitute a default under this Lease. In the case of any conflict between the Rules and Regulations and this Lease,
this Lease shall be controlling.


 


Article
18 BROKER’S COMMISSION


 


The parties recognize as the
broker(s) who negotiated this Lease the firm(s) whose name(s) is (are) stated in Item 10 of the Basic Lease Provisions, and agree that
Landlord shall be responsible for the payment of brokerage commissions to those broker(s) unless otherwise provided in this Lease. It
is understood that Landlord’s Broker represents only Landlord in this transaction and Tenant’s Broker (if any) represents only Tenant.
Each party warrants that it has had no dealings with any other real estate broker or agent in connection with the negotiation of this
Lease, and agrees to indemnify and hold the other party harmless from any cost, expense or liability (including reasonable attorneys’
fees) for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent
or to have been employed by the indemnifying party in connection with the negotiation of this Lease. The foregoing agreement shall survive
the termination of this Lease.



 


Article
19 TRANSFER OF LANDLORD’S INTEREST


 


In the event of any transfer
of Landlord’s interest in the Premises, the transferor shall be automatically relieved of all obligations on the part of Landlord accruing
under this Lease from and after the date of the transfer, provided that Tenant is duly notified of the transfer. Any funds held by the
transferor in which Tenant has an interest, including without limitation, the Security Deposit, shall be turned over, subject to that
interest, to the transferee. No Mortgagee to which this Lease is or may be subordinate shall be responsible in connection with the Security
Deposit unless the Mortgagee actually receives the Security Deposit. It is intended that the covenants and obligations contained in this
Lease on the part of Landlord shall, subject to the foregoing, be binding on Landlord, its successors and assigns, only during and in
respect to their respective successive periods of ownership.


 


Article
20 INTERPRETATION


 


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


 


20.2 HEADINGS.
The captions and headings of the articles and sections of this Lease are for convenience only, are not a part of this Lease and shall
have no effect upon its construction or interpretation.


 






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


 


20.4 SUCCESSORS.
Subject to Sections 13.1 and 22.3 and to Articles 9 and 19 of this Lease, all rights and liabilities given to or imposed upon Landlord
and Tenant shall extend to and bind their respective heirs, executors, administrators, successors and assigns. Nothing contained in this
Section 20.4 is intended, or shall be construed, to grant to any person other than Landlord and Tenant and their successors and assigns
any rights or remedies under this Lease.


 


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


 


20.6 CONTROLLING
LAW/VENUE. This Lease shall be governed by and interpreted in accordance with the laws of the State of California. Should any litigation
be commenced between the parties in connection with this Lease, such action shall be prosecuted in the applicable State Court of California
in the county in which the Building is located.


 


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


 


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


 


20.9 INABILITY
TO PERFORM. In the event that either party shall be delayed or hindered in or prevented from the performance of any work or in performing
any act required under this Lease by reason of any cause beyond the reasonable control of that party, then the performance of the work
or the doing of the act shall be excused for the period of the delay and the time for performance shall be extended for a period equivalent
to the period of the delay. The provisions of this Section 20.9 shall not operate to excuse Tenant from the prompt payment of Rent.


 


20.10 ENTIRE
AGREEMENT. This Lease and its exhibits and other attachments cover in full each and every agreement of every kind between the parties
concerning the Premises, the Building, and the Project, and all preliminary negotiations, oral agreements, understandings and/or practices,
except those contained in this Lease, are superseded and of no further effect. Tenant waives its rights to rely on any representations
or promises made by Landlord or others which are not contained in this Lease. No verbal agreement or implied covenant shall be held to
modify the provisions of this Lease, any statute, law, or custom to the contrary notwithstanding.


 


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


 


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


 


Article
21 EXECUTION AND RECORDING


 


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


 


21.2 CORPORATE
AND PARTNERSHIP AUTHORITY. If Tenant is a corporation, limited liability company or partnership, each individual executing this Lease
on behalf of the entity represents and warrants that such individual is duly authorized to execute and deliver this Lease and that this
Lease is binding upon the corporation, limited liability company or partnership in accordance with its terms. Tenant shall, at Landlord’s
request, deliver a certified copy of its organizational documents or an appropriate certificate authorizing or evidencing the execution
of this Lease.


 






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21.3 EXECUTION
OF LEASE; NO OPTION OR OFFER. The submission of this Lease to Tenant shall be for examination purposes only, and shall not constitute
an offer to or option for Tenant to lease the Premises. Execution of this Lease by Tenant and its return to Landlord shall not be binding
upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant, it being intended
that this Lease shall only become effective upon execution by Landlord and delivery of a fully executed counterpart to Tenant.


 


21.4 RECORDING.
Tenant shall not record this Lease without the prior written consent of Landlord. Tenant, upon the request of Landlord, shall execute
and acknowledge a “short form” memorandum of this Lease for recording purposes.


 


21.5 AMENDMENTS.
No amendment or mutual termination of this Lease shall be effective unless in writing signed by authorized signatories of Tenant and Landlord,
or by their respective successors in interest. No actions, policies, oral or informal arrangements, business dealings or other course
of conduct by or between the parties shall be deemed to modify this Lease in any respect.


 


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


 


Article
22 MISCELLANEOUS


 


22.1 NONDISCLOSURE
OF LEASE TERMS. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Except
to the extent disclosure is required by law, Tenant shall keep such confidential information strictly confidential and shall not disclose
such confidential information to any person or entity other than Tenant’s financial, legal and space-planning consultants, provided, however,
that Tenant may disclose the terms to prospective subtenants or assignees under this Lease, to any party having a bona fide need to know
such terms in connection with a merger, acquisition, asset sale, corporate reorganization, or financing, or pursuant to legal requirement.


 


22.2 TENANT’S
FINANCIAL STATEMENTS. The application, financial statements and tax returns, if any, submitted and certified to by Tenant as an accurate
representation of its financial condition have been prepared, certified and submitted to Landlord as an inducement and consideration to
Landlord to enter into this Lease. Tenant shall during the Term furnish Landlord with current annual financial statements accurately reflecting
Tenant’s financial condition upon written request from Landlord within 10 business days following Landlord’s request; provided, however,
that so long as Tenant is a publicly traded corporation on a nationally recognized stock exchange, the foregoing obligation to deliver
the statements shall be waived.


 


22.3 MORTGAGEE
PROTECTION. No act or failure to act on the part of Landlord which would otherwise entitle Tenant to be relieved of its obligations
hereunder or to terminate this Lease shall result in such a release or termination unless (a) Tenant has given notice by registered or
certified mail to any Mortgagee of a Mortgage covering the Building whose address has been furnished to Tenant and (b) such Mortgagee
is afforded a reasonable opportunity to cure the default by Landlord (which shall in no event be less than 60 days), including, if necessary
to effect the cure, time to obtain possession of the Building by power of sale or judicial foreclosure provided that such foreclosure
remedy is diligently pursued. Tenant shall comply with any written directions by any Mortgagee to pay Rent due hereunder directly to such
Mortgagee without determining whether a default exists under such Mortgagee’s Mortgage.


 






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


 


	LANDLORD:	 	TENANT:
	 	 	 
	ALTON CORPORATE PLAZA LLC,  	 	MDXHEALTH, INC.,
	a Delaware limited liability company	 	a Delaware corporation
	 	 	 	 
	By	/s/ Steven M. Case	 	By	/s/ Ron Kalfus
	 	Steven M. Case	 	Printed Name Ron Kalfus
	 	Executive Vice President	 	Title CFO
	 	Office Properties	 	 	 
	 	 	 	 	 
	By	/s/ Holly McManus	 	By	/s/ Michael McGarrity
	 	Holly McManus	 	Printed Name Michael McGarrity
	 	Vice President, Operations	 	Title CEO
	 	Office Properties	 	 	 



 






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