Exhibit 10.2


 


STANDARD
INDUSTRIAL LEASE


 


(Multiple
Tenant – Tenant Pays Fixed Monthly Operating Expense Payment and Tenant 

Pays Tenant’s Share of Real Property Taxes and Insurance
Costs Over a Base Year)


 


 


	1	Basic
    lease provisions.	 	 
	 	 	 	 	 
	 	1.1	Date
    for reference purposes:	September
    28, 2016
	 	 	 	 
	 	1.2	Landlord:	The
    Realty Associates Fund VIII, L.P., a Delaware limited partnership
	 	 	 	 
	 	1.3	Tenant:	REVIV3
    PROCARE COMPANY a Delaware corporation
	 	 	 	 
	 	1.4	Premises
    address:	9480
    Telstar Avenue, Suite 5, El Monte, California 91731
	 	 	 	 
	 	1.5	Approximate
    leasable area of premises:	7,139
	 	 	(in
    square feet)	 
	 	 	 	 
	 	1.6	Use:	Packing,
    warehouse and distribution of hair products and for no other purposes
	 	 	 	 
	 	1.7	Term:	Thirty-Seven
    (37) months
	 	 	 	 
	 	1.8	Estimated
    commencement date:	October
    01, 2016
	 	 	 	 	 
	 	1.9	Monthly
    base rent:	Month	Monthly
    Base Rent
	 	 	 	10/01/16 - 09/30/17	$6,782.05
	 	 	 	10/01/17
    - 09/30/18	$6,996.22
	 	 	 	10/01/18
    - 09/30/19	$7,210.39
	 	 	 	10/01/19
    - 10/31/19	$7,424.56
	 	 	 	 	 
	 	1.10	Base
    rent and monthly operating expense payment paid upon execution:	 	 
	 	 	 	 	 
	 	 	Base
    rent:	$6,782.05	 
	 	 	 	 	 
	 	 	Applied
    to:	October
    2016	 
	 	 	(insert
    month(s))	 	 
	 	 	 	 	 
	 	 	Monthly
    operating expense payment:	 	 
	 	 	 	 	 
	 	 	Applied
    to:	October
    2016	 
	 	 	(insert
    month(s))	 	 
	 	 	 	 	 
	 	1.11	Monthly
    operating expense payment:	$428.34	 
	 	 	 	 	 
	 	1.12	Tenant’s
    percentage share:	See
    Section 9.6	 
	 	 	 	 	 
	 	1.13	Base
    year.	2016	 
	 	 	 	 	 
	 	1.14	Security
    deposit:	$14,849.12	 
	 	 	 	 	 
	 	1.15	Number
    of parking spaces:	10	 
	 	 	 	 	 
	 	1.16	Real
    estate broker:	 	 
	 	 	 	 	 
	 	 	Landlord:	Davis
    Broker Inc.	 
	 	 	 	 	 
	 	 	Tenant:	Realty
    ONE Group	 


 






     


     

    

 


	 	1.17	EXHIBITS
    ATTACHED TO LEASE:	Exhibit
    A – “Premises;” Exhibit B – “Verification Letter;” Exhibit C – “Rules and Regulations;”
    Exhibit D – “Form of HazMat Certificate”, Exhibit E – “Addendum to Standard Industrial Lease”
	 	 	 	 
	 	1.18	ADDRESSES
    FOR NOTICES:	 
	 	 	 	 
	 	 	LANDLORD:	The
    Realty Associates Fund VIII, L.P. 

c/o TA Associates Realty
	 	 	 	1301
    Dove Street, Suite 860 

Newport Beach, CA 92660
	 	 	 	Attention:
    Asset Manager/Arbor Courtyard
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	The
    Realty Associates Fund VIII, L.P. 

c/o TA Associates Realty
	 	 	 	28
    State Street, Tenth Floor 

Boston, MA 02109
	 	 	 	Attention:
    Asset Manager/Arbor Courtyard
	 	 	 	 
	 	 	WITH
    A COPY TO:	Davis
    Partners LLC
	 	 	 	9440
    Telstar Avenue, Suite 108 

El Monte, CA 91731
	 	 	 	Attention:
    Property Manager/Arbor Courtyard
	 	 	 	 
	 	 	 	and
	 	 	 	 
	 	 	 	Davis
    Partners LLC
	 	 	 	1420
    Bristol Street North, Suite 100 

Newport Beach, CA 92660
	 	 	 	Attention:
    Property Manager/Arbor Courtyard
	 	 	 	 
	 	 	TENANT:	REVIV3
    PROCARE COMPANY
	 	 	 	9480
    Telstar Ave., Suite 5, 

El Monte, CA 91731
	 	 	 	 
	 	 	GUARANTOR:	N/A


 


	2.	Premises.




 


2.1
Acceptance. Landlord leases to Tenant, and Tenant leases from Landlord,
the Premises, to have and to hold for the term of this Lease, subject to the terms, covenants and conditions of this Lease. The
Premises is depicted on Exhibit “A” attached hereto. The Premises depicted on Exhibit “A” is all or a
part of a building (the “Building”) and may contain areas outside of the Building to the extent such areas
are specifically identified on Exhibit “A” as being a part of the Prmises. Tenant accepts the Premises in its condition
as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants, conditions, restrictions and
easements, and except as may be otherwise expressly provided herein, Landlord shall not be obligated to make any repairs or alterations
to the Premises. Tenant acknowledges that Landlord has made no representation or warranty as to the suitability of the Premises
for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s
intended purposes. The number of square feet set forth in Section 1.5 is an approximation, and the Base Rent shall not be changed
if the actual number of square feet in the Premises is different than the number of square feet set forth in Section 1.5.


 




    	 	2	 



     

    

 


2.2
Common areas. Landlord hereby grants to Tenant for the benefit of
Tenant and its employees, suppliers, shippers, customers and invitees during the term of this Lease, the nonexclusive right to
use, in common with others entitled to such use (including Landlord), the Common Areas (as hereinafter defined) as they exist
from time to time, subject to all rights reserved by Landlord hereunder and under the terms of all rules and regulations promulgated
by Landlord from time to time with respect thereto. Landlord reserves the right from time to time to (a) make changes in the Common
Areas, including, without limitation, changes in location, size, shape and number of driveways, entrances, parking spaces, parking
areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; (b) close temporarily
any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) construct
additional buildings, parking areas, loading dock facilities and other improvements within the Common Areas; and (d) do and perform
such other acts and make such other changes in, to or with respect to the Common Areas as Landlord may deem appropriate. As used
herein, the term “Common Areas” means all areas and facilities outside the Premises and within the exterior
boundary lines of the land owned by Landlord that are provided and designated by Landlord as such from time to time for general
nonexclusive use of Tenant and others, including, if designated by Landlord as Common Areas, parking areas, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, parkways and landscaped areas, and Tenant shall have no leasehold interest
in the Common Areas. The Premises, the Building, the Common Areas, the land upon which the same are located, along with all other
buildings and improvements designated by Landlord, are herein collectively referred to as the “Project.” Under
no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas, including, without limitation, the storage of trucks or other vehicles. Any such
storage shall be permitted only with the prior written consent of Landlord, which consent may be revoked at any time. In the event
that any unauthorized storage shall occur then Landlord shall have the right, without notice, in addition to such other rights
and remedies that it may have, to remove the property and charge the cost to Tenant, which cost shall be immediately payable upon
demand by Landlord.


 


	3.	Term.




 


3.1
Term and commencement date. The term and Commencement Date of this
Lease are as specified in Sections 1.7 and 1.8. The Commencement Date set forth in Section 1.8 is an estimated Commencement Date.
Subject to the limitations contained in Section 3.3 below, the actual Commencement Date shall be the date possession of the Premises
is tendered to Tenant in accordance with Section 3.4 below; provided, however, that the Commencement Date shall not occur prior
to the date set forth in Section 1.8. If the actual Commencement Date does not occur on the first day of a calendar month, the
term of this Lease shall be extended by the number of days between the actual Commencement Date and the first day of the next
calendar month, it being the intention of Landlord and Tenant that the term of the Lease end on the last day of a calendar month.
When the actual Commencement Date is established by Landlord, Landlord shall complete the letter attached hereto as Exhibit B
and Tenant shall, within five (5) days after Landlord’s request, execute the letter and deliver it to Landlord. Tenant’s
failure to execute the letter within said five (5) day period shall be a default hereunder and shall constitute Tenant’s
acknowledgment of the truth of the facts contained in the letter delivered by Landlord to Tenant.


 


3.2
Delay in possession. Notwithstanding the estimated Commencement Date
specified in Section 1.8, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date or any other
date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder; provided, however, in such a case, Tenant shall not be obligated to pay rent or perform any other
obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is
tendered to Tenant, as defined in Section 3.4. If Landlord shall not have tendered possession of the Premises to Tenant within
one hundred eighty (180) days following the estimated Commencement Date specified in Section 1.8, as the same may be adjusted
in accordance with this Section 3.2 or Section 3.3 or in accordance with the terms of any work letter agreement attached to this
Lease, Tenant may, at Tenant’s option, by notice in writing to Landlord within ten (10) days after the expiration of the
one hundred eighty (180) day period, terminate this Lease. If Tenant terminates this Lease as provided in the preceding sentence,
the parties shall be discharged from all obligations hereunder, except that Landlord shall return any money previously deposited
with Landlord by Tenant; and provided further, that if such written notice by Tenant is not received by Landlord within said ten
(10) day period, Tenant shall not have the right to terminate this Lease as provided above unless Landlord fails to tender possession
of the Premises to Tenant within three hundred sixty (360) days following the estimated Commencement Date specified in Section
1.8, as the same may be adjusted in accordance with this Section 3.2 or Section 3.3 or in accordance with the terms of any work
letter agreement attached to this Lease. If Landlord is unable to deliver possession of the Premises to Tenant on the estimated
Commencement Date specified in Section 1.8, as the same may be adjusted in accordance with this Section 3.2 or Section 3.3 or
in accordance with any work letter agreement attached to this Lease, due to a Force Majeure Event (as defined below), such estimated
Commencement Date shall be extended by the period of the delay caused by the Force Majeure Event. A “Force Majeure Event”
shall mean fire, earthquake, weather delays or other acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages
of equipment, labor or materials, delays in issuance of governmental permits or approvals, or any other cause beyond the reasonable
control of Landlord.


 


3.3
Delays caused by tenant. There shall be no abatement of rent, and
the one hundred eighty (180) day period and the three hundred sixty (360) day period specified in Section 3.2 shall be deemed
extended, to the extent of any delays caused by acts or omissions of Tenant, Tenant’s agents, employees and contractors,
or for Tenant delays as defined in any work letter agreement attached to this Lease, if any (hereinafter “Tenant Delays”).
Tenant shall pay to Landlord an amount equal to one thirtieth (1/30th) of the Base Rent and Tenant’s Percentage Share of
Operating Expenses due for the first full calendar month of the Lease term for each day of Tenant Delay. For purposes of the foregoing
calculation, the Base Rent payable for the first full calendar month of the term of this Lease shall not be reduced by any abated
rent, conditionally waived rent, free rent or similar rental concessions, if any. Landlord and Tenant agree that the foregoing
payment constitutes a fair and reasonable estimate of the damages Landlord will incur as the result of a Tenant Delay. Within
thirty (30) days after Landlord tenders possession of the Premises to Tenant, Landlord shall notify Tenant of Landlord’s
reasonable estimate of the date Landlord could have delivered possession of the Premises to Tenant but for the Tenant Delays.
After delivery of said notice, Tenant shall immediately pay to Landlord the amount described above for the period of Tenant Delay.


 




    	 	3	 



     

    

 


3.4
Tender of possession. Possession of the Premises shall be deemed tendered
to Tenant when Landlord’s architect or agent has determined that (a) the improvements to be provided by Landlord pursuant
to a work letter agreement, if any, are substantially completed, (b) the Project utilities are ready for use in the Premises,
(c) Tenant has reasonable access to the Premises, and (d) Landlord has offered Tenant possession of the Premises. If improvements
to the Premises are constructed by Landlord, the improvements shall be deemed “substantially” completed when the improvements
have been completed except for minor items or defects which can be completed or remedied after Tenant occupies the Premises without
causing substantial interference with Tenant’s use of the Premises.


 


3.5
Early possession. If Tenant occupies the Premises prior to the Commencement
Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and,
except as provided below, Tenant shall pay Base Rent and all other charges provided for in this Lease during the period of such
occupancy. Provided that Tenant does not interfere with or delay the completion by Landlord or its agents or contractors of the
construction of any tenant improvements, and provided Landlord has possession of the Premises, Tenant shall have the right to
enter the Premises up to fourteen (14) days prior to the anticipated Commencement Date for the sole purpose of installing furniture,
trade fixtures, equipment, and similar items, and Tenant shall have no obligation to begin paying Base Rent or other charges based
solely on its installation of these items. Tenant shall be liable for any damages or delays caused by Tenant’s activities
at the Premises. Prior to entering the Premises, Tenant shall obtain all insurance it is required to obtain by the Lease and shall
provide certificates of said insurance to Landlord. Tenant shall coordinate such entry with Landlord’s manager, and such
entry shall be made in compliance with all terms and conditions of this Lease and the Rules and Regulations attached hereto.


 


4.
Use.


 


4.1
Permitted use. The Premises shall be used only for the purpose described
in Section 1.6 and for no other purpose. In no event shall any portion of the Premises be used for retail sales. Tenant shall
not initiate, submit an application for, or otherwise request, any land use approvals or entitlements with respect to the Premises
or any other portion of the Project, including, without limitation, any variance, conditional use permit or rezoning, without
first obtaining Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion. Tenant
shall not (a) permit any animals or pets to be brought to or kept in the Premises, (b) install any antenna, dish or other device
on the roof of the Building or outside of the Premises, (c) make any penetrations into the roof of the Building, (d) place loads
upon floors, walls or ceilings in excess of the load such items were designed to carry, (e) place or store, nor permit any other
person or entity to place or store, any property, equipment, materials, supplies or other items outside of the Building in which
the Premises is located or (f) change the exterior of the Premises or the Building in which the Premises is located. In no event
shall Tenant use all or any part of the Premises for the production, processing, sale or distribution of marijuana. Tenant acknowledges
that it has satisfied itself by its own independent investigation that the Premises and the Project are suitable for its intended
use and that its use is permitted by applicable laws and regulations, and that neither Landlord nor Landlord’s agents have
made any representation or warranty as to the present or future suitability of the Premises, or the Project for the conduct of
Tenant’s business.


 


4.2
Compliance with laws. Tenant shall, at Tenant’s sole expense,
promptly comply with all applicable laws, ordinances, rules, regulations, orders, certificates of occupancy, conditional use or
other permits, variances, covenants, conditions, restrictions, easements, the recommendations of Landlord’s engineers or
other consultants, and requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or
which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the term or
any part of the term hereof, relating in any manner to the Premises or the occupation and use by Tenant of the Premises. Tenant
shall, at Tenant’s sole expense, comply with all accessibility requirements of State and Federal law that apply to the Premises,
and all federal, state and local laws and regulations governing occupational safety and health. Tenant acknowledges that it will
be responsible for complying with current and future laws and regulations even though such compliance requires Tenant to make
substantial repairs or modifications (including structural modifications) to the Premises and even though the application of the
law or regulation is unrelated to Tenant’s specific use of the Premises. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance,
create a dangerous situation, or would disturb, unreasonably interfere with or endanger Landlord or any other tenants of the Project.
Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from
the Premises. Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this
section or to otherwise comply with applicable laws and regulations, and Tenant shall not be excused from the performance of its
obligations under this Lease due to such a failure. To Landlord’s actual knowledge, the Premises has not undergone an inspection
by a certified access specialist. Landlord’s actual knowledge shall mean and be limited to the actual knowledge of the person
who is the Building owner’s asset manager (not the Building’s property manager) on the date set forth in Section 1.1,
without any duty of inquiry or investigation, and such asset manager shall have no personal liability if such representation or
warranty is untrue.


 


4.3
Occupant density. Tenant shall maintain a ratio of not more than 1.4
Occupants (as defined below) for each one thousand (1000) square feet of leasable area in the Premises (hereinafter, the “Occupant
Density”). If Landlord has a reasonable basis to believe that Tenant is exceeding the Occupant Density, upon request
by Landlord, Tenant shall maintain on a daily basis an accurate record of the number of employees, visitors, contractors and other
people that visit the Premises (collectively “Occupants”). Landlord shall have the right to audit Tenant’s
Occupant record and, at Landlord’s option, Landlord shall have the right to periodically visit the Premises without advance
notice to Tenant in order to track the number of Occupants working at the Premises. For purposes of this section, “Occupants”
shall not include people not employed by Tenant that deliver or pick up mail or other packages at the Premises, employees of Landlord
or employees of Landlord’s agents or contractors. Tenant’s failure to comply with the requirements of this section
shall constitute a default under Section 17.1 and Landlord shall have the right, in addition to any other remedies it may have
at law or equity, to specifically enforce Tenant’s obligations under this section. Nothing contained in this section shall
be interpreted to entitle Tenant to use more parking spaces than the number permitted by Section 1.15.


 




    	 	4	 



     

    

 


 


5.
Base rent. Tenant shall pay Base Rent in the amount set forth on the
first page of this Lease. At the time Tenant executes this Lease it shall pay to Landlord the amounts set forth in Sections 1.10
and 1.14. Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent
and the Monthly Operating Expense Payments on or before the first day of each calendar month succeeding the Commencement Date.
Payments of Base Rent and Monthly Operating Expense Payments for any fractional calendar month shall be prorated. All payments
required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time
by written notice delivered in accordance herewith. Tenant shall have no right at any time to abate, reduce, or set off any rent
due hereunder except where expressly provided in this Lease.


 


6.
Operating expense payments. In addition to Base Rent, Tenant
shall pay to Landlord the Monthly Operating Expense Payment described in Section 1.11 to compensate Landlord for expenses incurred
by Landlord in operating the Project. Such reimbursement is for expenses other than Insurance Costs and Real Property Taxes (as
such terms are defined below), and such payment shall not be credited against or reduce Tenant’s obligations under Sections
9.1 and 10.2(c) of this Lease. Tenant’s Monthly Operating Expense Payment is an estimate of operating expenses and may be
more or less than the actual operating expenses of the Project. The Monthly Operating Expense Payment shall not be subject to
change based on actual operating expenses of the Project and Tenant shall pay such amount without respect to the actual operating
expenses of the Project. Tenant shall not be entitled to review any of Landlord’s records relating to operating expenses.
The Monthly Operating Expense Payment shall be due and payable on the first day of each calendar month with Base Rent and shall
be treated as additional Base Rent for all purposes under this Lease.


 


7.
Security deposit. Tenant shall deliver to Landlord at the time it
executes this Lease the security deposit set forth in Section 1.14 as security for Tenant’s faithful performance of Tenant’s
obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder, or otherwise defaults with respect to
any provision of this Lease, Landlord may use all or any portion of said deposit for the payment of any Base Rent or other charge
due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate
Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said deposit,
Tenant shall within ten (10) days after written demand therefor deposit cash with Landlord in an amount sufficient to restore
said deposit to its full amount. Landlord shall not be required to keep said security deposit separate from its general accounts.
If Tenant performs all of Tenant’s obligations hereunder, said deposit, or so much thereof as has not heretofore been applied
by Landlord, shall be returned, without payment of interest or other amount for its use, to Tenant (or, at Landlord’s option,
to the last assignee, if any, of Tenant’s interest hereunder) at the expiration of the term hereof, and after Tenant has
vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to said security deposit.
Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of Landlord’s damages in
the event of Tenant’s default. Tenant hereby waives the provisions of any law which is inconsistent with this section including,
but not limited to, Section 1950.7 of the California Civil Code.


 


8.
Utilities.


 


8.1
Payment. Tenant shall pay for all water, gas, electricity, telephone,
sewer, sprinkler services, refuse and trash collection and other utilities and services used on the Premises, together with any
taxes, penalties, surcharges or the like pertaining thereto. Tenant shall contract directly with the applicable public utility
for such services. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably
determined by Landlord. Tenant agrees to limit use of water and sewer for normal restroom use, and nothing herein contained shall
impose upon Landlord any duty to provide sewer or water usage for other than normal restroom usage.


 


8.2
Interruptions. Tenant agrees that Landlord shall not be liable to
Tenant for its failure to furnish water, gas, electricity, telephone, sewer, refuse and trash collection or any other utility
services or building services when such failure is occasioned, in whole or in part, by repairs, replacements or improvements,
by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, telephone service or other utility
at the Project, by any accident, casualty or event arising from any cause whatsoever, including the negligence of Landlord, its
employees, agents and contractors, by act, negligence or default of Tenant or any other person or entity, or by any other cause,
and such failures shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises
or relieve Tenant from the obligation of paying rent or performing any of its obligations under this Lease. Furthermore, Landlord
shall not be liable under any circumstances for loss of property or for injury to, or interference with, Tenant’s business,
including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to
furnish any such services or utilities. Landlord may comply with voluntary controls or guidelines promulgated by any governmental
entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other
emissions without creating any liability of Landlord to Tenant under this Lease.


 




    	 	5	 



     

    

 


8.3
Railroad spurs. If the Premises is served by a railroad spur, Tenant
shall execute any agreement required by the railroad company serving the railroad spur, and such agreement shall be satisfactory
to Landlord, in Landlord’s sole discretion. Tenant shall pay the cost of maintaining the railroad spur, at Tenant’s
sole cost and expense.


 


8.4.
Alternative utility providers. If permitted by applicable laws, Landlord
shall have the right at any time and from time to time during the term of this Lease to either contract for service from a different
company or companies (each such company referred to as an “Alternate Service Provider”) other than the company
or companies presently providing electrical service for the Project (the “Electric Service Provider”) or continue
to contract for service from the Electric Service Provider, at Landlord’s sole discretion. Tenant agrees to cooperate with
Landlord, the Electric Service Provider, and an Alternate Service Provider at all times and, as reasonably necessary, shall allow
Landlord, the Electric Service Provider, and any Alternate Service Provider reasonable access to the Building’s electric
lines, feeders, risers, wiring and any other machinery within the Premises.


 


8.5
Energy use. Landlord shall have the right to require Tenant to provide
Landlord with copies of bills from electricity, natural gas or similar energy providers (collectively, “Energy Providers”)
Tenant receives from Energy Providers relating to Tenant’s energy use at the Premises (“Energy Bills”)
within ten (10) days after Landlord’s written request. In addition, Tenant hereby authorizes Landlord to obtain copies of
the Energy Bills directly from the Energy Provider(s), and Tenant hereby authorizes each Energy Provider to provide Energy Bills
and related usage information directly to Landlord without Tenant’s consent. From time to time within ten (10) days after
Landlord’s request, Tenant shall execute and deliver to Landlord an agreement provided by Landlord authorizing the Energy
Provider(s) to provide to Landlord Energy Bills and other information relating to Tenant’s energy usage at the Premises.


 


9.
Real and personal property taxes.


 


9.1
Payment of taxes. Tenant shall pay to Landlord during the term of
this Lease, in addition to Base Rent and Tenant’s Monthly Operating Expense Payment, Tenant’s Percentage Share (as
defined below) of all Real Property Taxes (as defined below) assessed against the Project in any Comparison Year (as defined below)
that are in excess of the amount of all Real Property Taxes assessed against the Project in the Base Year. For purposes of this
Lease, a Comparison Year shall mean each calendar year after the Base Year. Tenant’s Percentage Share of the Real Property
Tax increases for the last Comparison Year of the Lease Term shall be prorated according to that portion of such Comparison Year
as to which Tenant is responsible for a share of such increase. Tenant’s Percentage Share of Real Property Taxes shall be
payable by Tenant within ten (10) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord.
At Landlord’s option, however, Landlord may, from time to time, estimate what Tenant’s Percentage Share of Real Property
Taxes will be, and the same shall be payable by Tenant monthly during each calendar year of the Lease term, on the same day as
the Base Rent is due hereunder. In the event that Tenant pays Landlord’s estimate of Tenant’s Percentage Share of
Real Property Taxes, Landlord shall use its best efforts to deliver to Tenant within one hundred eighty (180) days after the expiration
of each calendar year a reasonably detailed statement (the “Statement”) showing Tenant’s Percentage Share
of the actual Real Property Taxes incurred during such year. Landlord’s failure to deliver the Statement to Tenant within
said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s
rights hereunder. If Tenant’s payments under this section during said calendar year exceed Tenant’s Percentage Share
as indicated on the Statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant’s Percentage
Share of Real Property Taxes next falling due. If Tenant’s payments under this section during said calendar year were less
than Tenant’s Percentage Share as indicated on the Statement, Tenant shall pay to Landlord the amount of the deficiency
within thirty (30) days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between
them by cash payment any balance determined to exist with respect to that portion of the last calendar year for which Tenant is
responsible for Real Property Taxes, notwithstanding that the Lease term may have terminated before the end of such calendar year;
and this provision shall survive the expiration or earlier termination of the Lease.


 


9.2
Definition of real property tax. As used herein, the term “Real
Property Taxes” shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary,
improvement bond or bonds imposed on the Project or any portion thereof by any authority having the direct or indirect power to
tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or
other improvement district thereof, as against any legal or equitable interest of Landlord in the Project or in any portion thereof.
Real Property Taxes shall not include income, inheritance and gift taxes.


 


9.3
Personal property taxes. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained
in the Premises or related to Tenant’s use of the Premises. If any of Tenant’s personal property shall be assessed
with Landlord’s real or personal property, Tenant shall pay to Landlord the taxes attributable to Tenant within ten (10)
days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant’s property.


 


9.4
Reassessments. From time to time Landlord may challenge the assessed
value of the Project as determined by applicable taxing authorities and/or Landlord may attempt to cause the Real Property Taxes
to be reduced on other grounds. If Landlord is successful in causing the Real Property Taxes to be reduced or in obtaining a refund,
rebate, credit or similar benefit (hereinafter collectively referred to as a “Reduction”), Landlord shall,
to the extent practicable, credit the Reduction(s) to Real Property Taxes for the calendar year to which a Reduction applies and
recalculate the Real Property Taxes owed by Tenant for that year based on the reduced Real Property Taxes. All costs incurred
by Landlord in connection with obtaining and/or processing the Real Property Tax reductions (e.g., consulting fees, accounting
fees etc.) may be deducted from the Reduction. Landlord shall have the right to compensate a person or entity it employs to obtain
a Reduction by giving such person or entity a percentage of any Reduction obtained.


 




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9.5
Audits. If Tenant disputes the amount set forth in the Statement,
Tenant shall have the right, at Tenant’s sole expense, not later than sixty (60) days following receipt of such Statement,
to cause Landlord’s books and records relating to the Real Property Taxes with respect to the calendar year which is the
subject of the Statement to be audited by a certified public accountant mutually acceptable to Landlord and Tenant. The audit
shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord’s
regular business hours. Tenant’s Percentage Share of Real Property Taxes shall be appropriately adjusted based upon the
results of such audit, and the results of such audit shall be final and binding upon Landlord and Tenant. Tenant shall have no
right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in default under
the Lease. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon
a percentage of overcharges it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct
an audit for any period during which such assignee was not in possession of the Premises. Tenant’s right to undertake an
audit with respect to any calendar year shall expire sixty (60) days after Tenant’s receipt of the Statement for such calendar
year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct,
at the end of such sixty (60) day period, unless prior thereto Tenant shall have given Landlord written notice of its intention
to audit Real Property Taxes for the calendar year which is the subject of the Statement. If Tenant gives Landlord notice of its
intention to audit Real Property Taxes, it must commence such audit within sixty (60) days after such notice is delivered to Landlord,
and the audit must be completed within one hundred twenty (120) days after such notice is delivered to Landlord. If Tenant does
not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and
binding upon Tenant and shall, as between the parties, be conclusively deemed correct. Tenant agrees that the results of any Real
Property Tax audit shall be kept strictly confidential by Tenant and shall not be disclosed to any other person or entity.


 


9.6
Tenant’s percentage share. “Tenant’s Percentage
Share” as used in this Lease shall mean the percentage of the cost of Real Property Taxes and Insurance Costs (as defined
below) for which Tenant is obligated to reimburse Landlord pursuant to this Lease. Notwithstanding anything to the contrary contained
in Section 1.12, Landlord shall have the right to determine Tenant’s Percentage Share of the cost of Real Property Taxes
and Insurance Costs using any one of the following methods or any combination of the following methods, and Tenant hereby agrees
that any of the following methods of allocation is reasonable: (a) by multiplying the cost of all Real Property Taxes and/or Insurance
Costs by a fraction, the numerator of which is the number of square feet of leasable space in the Premises and the denominator
of which is the number of square feet of leasable space in all buildings in the Project; or (b) with respect to Real Property
Taxes or Insurance Costs attributable solely to the Building in which the Premises is located, requiring Tenant to pay that portion
of the cost of the Real Property Taxes and Insurance Costs that is obtained by multiplying such cost by a fraction, the numerator
of which is the number of square feet of leasable space in the Premises and the denominator of which is the number of square feet
of leasable space in the Building in which the Premises is located or (c) by allocating Real Property Taxes and Insurance Costs
in any other reasonable manner, as determined by Landlord.


 


10.
Insurance.


 


10.1
Insurance-tenant.


 


(a)
Tenant shall obtain and keep in force during the term of this Lease a commercial general liability policy of insurance with coverages
acceptable to Landlord, in Landlord’s reasonable discretion, which, by way of example and not limitation, protects Tenant and
Landlord (as an additional insured) against claims for bodily injury, personal injury and property damage based upon, involving
or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance
shall be on an occurrence basis providing coverage in an amount not less than


$2,000,000
per occurrence and not less than $3,000,000 in the aggregate with an “Additional Insured-Managers and Landlords of Premises
Endorsement” and contain the “Amendment of the Pollution Exclusion” for damage caused by heat, smoke or fumes from
a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an “insured contract” for the performance of Tenant’s indemnity
obligations under this Lease.


 


(b)
Tenant shall obtain and keep in force during the term of this Lease “Causes of Loss – Special Form” extended
coverage property insurance (previously known as “all risk” property insurance) with coverages acceptable to Landlord,
in Landlord’s reasonable discretion. Said insurance shall be written on a one hundred percent (100%) replacement cost basis on
Tenant’s personal property, all tenant improvements installed at the Premises by Landlord or Tenant, Tenant’s trade fixtures and
other property. By way of example, and not limitation, such policies shall provide protection against any peril included within
the classification “fire and extended coverage,” against vandalism and malicious mischief, theft and sprinkler leakage.
Tenant’s policy shall include endorsements to insure Tenant against losses to valuable papers, records and computer equipment
and to compensate Tenant for the cost of recovering lost data. To the extent that Tenant’s policy covers tenant improvements
to the Premises, Landlord shall be a loss payee on such policy. Tenant shall also obtain earthquake insurance, and if the Project
is in Flood Zone A or V, Tenant shall obtain flood insurance, and the terms of such insurance policies shall be reasonably acceptable
to Landlord.


 




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(c)
Tenant shall obtain and keep in force during the term of this Lease insurance for pollution liability and clean-up costs with
coverages acceptable to Landlord, in Landlord’s reasonable discretion, which by way of example and not limitation, protects against
liability for cleanup costs, bodily injury and property damage, defense costs and contractual liability. Such insurance shall
provide coverage of not less $3,000,000 per occurrence and $5,000,000 in the aggregate.


 


(d)
Tenant shall, at all times during the term hereof, maintain the following insurance with coverages reasonably acceptable to Landlord:
(i) workers’ compensation insurance as required by applicable law, (ii) employers liability insurance with limits of at least
$1,000,000 per occurrence, (iii) automobile liability insurance for owned, non-owned and hired vehicles with limits of at least
$1,000,000 per occurrence and (iv) business interruption and extra expense insurance. In addition to the insurance required in
(i), (ii), (iii) and (iv) above, Landlord shall have the right to require Tenant to increase the limits of its insurance and/or
obtain such additional insurance as is customarily required by landlords owning similar real property in the geographical area
of the Project.


 


10.2
Insurance-landlord.


 


(a)
Landlord shall obtain and keep in force a policy of general liability insurance with coverage against such risks and in such amounts
as Landlord deems advisable insuring Landlord against liability arising out of the ownership, operation and management of the
Project.


 


(b)
Landlord shall also obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or
damage to the Project in the amount of the full cost thereof (excluding foundations and similar items), as determined by Landlord
from time to time. The terms and conditions of said policies, their deductibles and the perils and risks covered thereby shall
be determined by Landlord, from time to time, in Landlord’s sole discretion. By way of example, and not limitation, Landlord may
purchase flood and/or earthquake insurance. In addition, at Landlord’s option, Landlord shall obtain and keep in force, during
the term of this Lease, a policy of rental interruption insurance, with loss payable to Landlord, which insurance shall, at Landlord’s
option, also cover all operating expenses of the Project. Tenant will not be named as an additional insured in any insurance policies
carried by Landlord and shall have no right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles
as Landlord may determine. Tenant shall pay at Tenant’s sole expense any increase in the property insurance premiums for the Project
over what was payable immediately prior to the increase to the extent the increase is specified by Landlord’s insurance carrier
as being caused by the nature of Tenant’s occupancy or any act or omission of Tenant.


 


(c)
Tenant shall pay to Landlord during the term of this Lease, in addition to Base Rent, Tenant’s Monthly Operating Expense Payment
and Tenant’s Percentage Share of Real Property Taxes, Tenant’s Percentage Share of all Insurance Costs (as defined below) paid
by Landlord in any Comparison Year that are in excess of the amount of all Insurance Costs paid by Landlord in the Base Year.
Tenant’s Percentage Share of Insurance Cost increases for the last Comparison Year of the Lease Term shall be prorated according
to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase. Tenant’s Percentage Share
of Insurance Costs shall be payable by Tenant at the same time, in the same manner and under the same terms and conditions as
Tenant pays Tenant’s Percentage Share of Real Property Taxes. Tenant shall have the right to audit Insurance Cost increases in
the same manner and under the same terms and conditions as it is entitled to audit Real Property Taxes pursuant to Section 9.5
(i.e., as if all references in Section 9.5 to “Real Property Taxes” were changed to “Insurance Costs”). For
purposes of this Lease, “Insurance Costs” shall mean the cost of all insurance purchased by Landlord pursuant
to sections (a) and (b) above.


 


10.3
Insurance policies. Tenant shall deliver to Landlord certificates
of the insurance policies required under Section 10.1 concurrently with Tenant’s execution of this Lease using an ACORD
28 form or a similar form approved by Landlord. Tenant’s insurance policies shall not be cancelable or subject to reduction
of coverage or other modification except after thirty (30) days prior written notice to Landlord. Tenant shall, at least thirty
(30) days prior to the expiration of such policies, furnish Landlord with renewals thereof. Tenant’s insurance policies
shall be issued by insurance companies authorized to do business in the state in which the Project is located, and said companies
shall maintain during the policy term a “General Policyholder’s Rating” of at least A and a financial rating
of at least “Class X” (or such other rating as may be required by any lender having a lien on the Project) as set
forth in the most recent edition of “Best Insurance Reports.” All insurance obtained by Tenant shall be primary to
and not contributory with any similar insurance carried by Landlord, whose insurance shall be considered excess insurance only.
Landlord, Landlord’s property manager and lender(s) and their respective officers, shareholders, directors, partners, members,
managers, employees, successors and assigns, shall be included as additional insureds under Tenant’s commercial general
liability policy, the pollution liability policy and under the Tenant’s excess or umbrella policy, if any, using ISO additional
insured endorsement CG 20 11 or a substitute providing equivalent coverage. Tenant’s insurance policies shall not include
deductibles in excess of $5,000.


 


10.4
Waiver of subrogation. Landlord waives any and all rights of recovery
against Tenant and Tenant’s employees and agents for or arising out of damage to, or destruction of, the Project to the
extent that Landlord’s insurance policies then in force insure against such damage or destruction (or to the extent of what
would have been covered had Landlord maintained the insurance required to be carried under this Lease) and permit such waiver.
Tenant waives any and all rights of recovery against Landlord and Landlord’s employees and agents for or arising out of
damage to, or destruction of, the Project to the extent that Tenant’s insurance policies then in force insure against such
damage or destruction (or to the extent of what would have been covered had Tenant maintained the insurance required to be carried
under this Lease) and permit such waiver. Tenant shall cause the insurance policies it obtains in accordance with Section 10.1
relating to property damage to provide that the insurance company waives all right of recovery by subrogation against Landlord
in connection with any liability or damage covered by Tenant’s insurance policies.


 




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10.5
Coverage. Landlord makes no representation to Tenant that the limits
or forms of coverage specified above or approved by Landlord are adequate to insure Tenant’s property or Tenant’s
obligations under this Lease, and the limits of any insurance carried by Tenant shall not limit Tenant’s obligations or
liability under any indemnity provision included in this Lease or under any other provision of this Lease.


 


11.
Landlord’s repairs. Landlord shall maintain, at Landlord’s
expense, only the structural elements of the roof of the Building, the structural soundness of the foundation of the Building
and the structural elements of the exterior walls of the Building. Tenant shall reimburse Landlord for the cost of any maintenance,
repair or replacement of the foregoing necessitated by Tenant’s misuse, negligence and, alterations to the Premises or any
breach of its obligations under this Lease. By way of example, and not limitation, the term “exterior walls”
as used in this section shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers,
dock plates or levelers, or office entries. Tenant shall immediately give Landlord written notice of any repair required by Landlord
pursuant to this section, after which Landlord shall have a reasonable time in which to complete the repair. Nothing contained
in this section shall be construed to obligate Landlord to seal or otherwise maintain the surface of any foundation, floor or
slab. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right
to make repairs at Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Premises
in good order, condition and repair.


 


12.
Tenant’s repairs.


 


12.1
Obligations of tenant. Subject to Section 12.2 below, Tenant shall,
at its sole cost and expense, keep and maintain all parts of the Premises (except those listed as Landlord’s responsibility
in Section 11 above) in good and sanitary condition, promptly making all necessary repairs and replacements, including but not
limited to, windows, glass and plate glass, doors, any special store front or office entry, walls and finish work, floors and
floor coverings, heating and air conditioning systems, dock boards, bumpers, plates, seals, levelers and lights, plumbing work
and fixtures (including periodic backflow testing), electrical systems, lighting facilities and bulbs, sprinkler systems, alarm
systems, fire detection systems, termite and pest extermination, sidewalks, landscaped areas, fencing, tenant signage and regular
removal of trash and debris. Tenant shall notify Landlord in writing prior to making any repair or performing any maintenance
pursuant to this section, and Landlord shall have the right to designate the contractor Tenant shall use to make any repair or
to perform any maintenance on the roof, heating, ventilation and air conditioning systems (“HVAC”), plumbing
systems, electrical systems, sprinkler systems, fire alarm systems or fire detection systems located at the Premises. Tenant shall
not paint or otherwise change the exterior appearance of the Premises without Landlord’s prior written consent, which may
be given or withheld in Landlord’s sole discretion. The cost of maintenance and repair of any common party wall (any wall,
divider, partition or any other structure separating the Premises from any adjacent premises occupied by other tenants) shall
be shared equally by Tenant and the tenant occupying the adjacent premises; provided, however, if Tenant damages a party wall
the entire cost of the repair shall be paid by Tenant, at Tenant’s sole expense. Tenant shall not damage any party wall
or disturb the integrity and support provided by any party wall. If Tenant fails to keep the Premises in good condition and repair,
Landlord may, but shall not be obligated to, make any necessary repairs. If Landlord makes such repairs, Landlord may bill Tenant
for the cost of the repairs as additional rent, and said additional rent shall be payable by Tenant within ten (10) days after
demand by Landlord.


 


12.2
Performance of work by landlord. Notwithstanding Tenant’s obligation
to keep the HVAC units, sprinkler systems, fire alarm systems, fire detection systems and exterior walls of the Premises in good
condition and repair, Landlord shall employ contractors to perform all repairs, maintenance and replacements of the HVAC units,
sprinkler systems, fire alarm systems, fire detection systems and exterior walls of the Premises. The items described in the previous
sentence that Landlord will cause to be repaired, maintained and replaced are hereinafter referred to as the “Landlord
Maintenance Items.” Tenant shall reimburse Landlord as additional rent for all costs Landlord incurs in performing the
Landlord Maintenance Items within ten (10) days after written demand by Landlord. Landlord shall determine in its sole discretion
the scope and timing of the performance of such Landlord Maintenance Items, and Tenant shall not perform such Landlord Maintenance
Items. Landlord’s maintenance of the exterior walls of the Premises shall include the right, but not the obligation, of
Landlord to paint from time to time all or some of the exterior walls, canopies, doors, windows, gutters, handrails and other
exterior parts of the Premises with colors selected by Landlord, and Tenant shall reimburse Landlord as provided above for all
costs incurred by Landlord in painting such items. If the Premises contains landscaped areas (“Landscaped Areas”),
Landlord shall maintain the Landscaped Areas, and Tenant shall reimburse Landlord for all costs incurred by Landlord in maintaining
the Landscaped Areas within ten (10) days after written demand by Landlord; provided, however, Landlord shall have the right to
estimate the monthly cost of maintaining the Landscaped Areas, and Tenant shall pay such amount to Landlord as additional rent
each month at the same time Tenant pays Base Rent. Tenant shall immediately give Landlord written notice of any repair or maintenance
required by Landlord pursuant to this section, after which Landlord shall have a reasonable time in which to complete such repair
or maintenance. Landlord shall have the right at any time, and from time to time, to elect upon written notice to Tenant to have
Tenant perform some or all of the Landlord Maintenance Items and/or the maintenance of the Landscaped Areas, in which event Tenant
shall employ contractors designated by Landlord to perform such work and shall pay for all such work at Tenant’s sole cost
and expense, all in accordance with the requirements of Section 12.1.


 




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12.3
Maintenance contracts. Landlord shall enter into regularly scheduled
preventative maintenance/service contracts for some or all of the following: the HVAC units servicing the Premises, the sprinkler,
fire alarm and fire detection systems servicing the Premises and backflow testing for the plumbing servicing the Premises (the
“Maintenance Contracts”). The Maintenance Contracts shall include maintenance services satisfactory to Landlord,
in Landlord’s sole discretion. Tenant shall reimburse Landlord for the cost of the Maintenance Contracts within ten (10)
days after written demand by Landlord; provided, however, Landlord shall have the right to estimate the monthly cost of the Maintenance
Contracts, and Tenant shall pay such amount to Landlord as additional rent each month at the same time Tenant pays Base Rent.
Landlord shall have the right at any time, and from time to time, to elect upon written notice to Tenant to have Tenant purchase
some or all of the Maintenance Contracts, in which event Tenant shall purchase such contracts from persons designated or approved
by Landlord and shall pay for such Maintenance Contracts at Tenant’s sole cost and expense.


 


13.
Alterations and surrender.


 


13.1
Consent of landlord. Tenant shall have the right, subject to Landlord’s
reasonable requirements relating to construction at the Project, upon ten (10) days prior written notice to Landlord, to make
alterations (“Permitted Alterations”) to the inside of the Premises (e.g., paint and carpet, communication
systems, telephone and computer system wiring) that do not (i) involve the expenditure of more than $5,000, (ii) affect the exterior
appearance of the Building or the roof, (iii) affect the Building’s electrical, plumbing, HVAC, life, fire safety or similar
Building systems or the structural elements of the Building, (iv) affect the Common Areas or parking areas or (v) materially adversely
affect any other tenant of the Project. Except with respect to Permitted Alterations, Tenant shall not, without Landlord’s
prior written consent, which may be given or withheld in Landlord’s sole discretion, make any alterations, improvements,
additions, utility installations or repairs (hereinafter collectively referred to as “Non-Permitted Alterations”)
in, on or about the Premises or the Project. References in this Lease to “Alterations” shall mean both Permitted
Alterations and Non-Permitted Alterations. At the expiration of the term, Landlord may require the removal of any Alterations
installed by Tenant and the restoration of the Premises and the Project to their prior condition, at Tenant’s expense. If,
as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any
other law or regulation, and such compliance requires Landlord to make any improvement or Alteration to any portion of the Project,
as a condition to Landlord’s consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction
of any Alteration by Tenant the entire cost of any improvement or alteration Landlord is obligated to complete by such law or
regulation. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such architect and contractor as
has been expressly approved by Landlord, and Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and
expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure
Landlord against any liability for mechanic’s and materialmen’s liens and to insure completion of the work. In addition,
Tenant shall pay to Landlord a fee equal to three percent (3%) of the cost of the Alterations to compensate Landlord for the overhead
and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations (the
“Landlord Fee”). If Landlord incurs architectural, engineering or other consultant’s fees in evaluating
such Alterations, Tenant shall reimburse Landlord for these fees in addition to the Landlord Fee. If Tenant proposes Alterations
to Landlord but subsequently elects not to construct the Alterations, and Landlord has incurred costs in reviewing Tenant’s
proposed Alterations (e.g., architect’s, engineer’s or property management fees), Tenant shall reimburse Landlord
for the costs incurred by Landlord within ten (10) days after written demand. Should Tenant make any Alterations without the prior
approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this
Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the
making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain,
prior to the commencement of any work, “builders all risk” insurance in an amount approved by Landlord, workers compensation
insurance and any other insurance requested by Landlord, in Landlord’s sole discretion.


 


13.2
Permits. Any Alterations in or about the Premises that Tenant shall
desire to make shall be presented to Landlord in written form, with plans and specifications which are sufficiently detailed to
obtain a building permit, if a building permit is required. If Landlord consents to an Alteration and the Alterations require
a building permit, the consent shall be deemed conditioned upon Tenant acquiring a building permit from the applicable governmental
agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions
of said permit in a prompt and expeditious manner. Tenant shall provide Landlord with as-built plans and specifications for any
Alterations made to the Premises.


 


13.3
Mechanics liens. Tenant shall pay, when due, all claims for labor
or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may
be secured by any mechanic’s or materialmen’s lien against the Premises or the Project, or any interest therein. If
Tenant shall, in good faith, contest the validity of any such lien, Tenant shall furnish to Landlord a surety bond satisfactory
to Landlord in an amount equal to not less than one and one-half times the amount of such contested lien claim indemnifying Landlord
against liability arising out of such lien or claim. Such bond shall be sufficient in form and amount to free the Project from
the effect of such lien. In addition, Landlord may require Tenant to pay Landlord’s reasonable attorneys’ fees and
costs incurred as a result of any such lien.


 


13.4
Notice. Tenant shall give Landlord not less than ten (10) days’
advance written notice prior to the commencement of any work in the Premises by Tenant, and Landlord shall have the right to post
notices of non-responsibility in or on the Premises or the Project.


 




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13.5
Surrender. Subject to Landlord’s right to require removal or
to elect ownership as hereinafter provided, all Alterations made by Tenant to the Premises shall be the property of Tenant, but
shall be considered to be a part of the Premises. Unless Landlord gives Tenant written notice of its election not to become the
owner of the Alterations at the end of the term of this Lease, the Alterations shall become the property of Landlord at the end
of the term of this Lease. Landlord may require, on notice to Tenant, that some or all Alterations be removed prior to the end
of the term of this Lease and that any damages caused by such removal be repaired at Tenant’s sole expense. On the last
day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises (including, but not limited to, all
doors, windows, floors and floor coverings, skylights, heating and air conditioning systems, dock boards, truck doors, dock bumpers,
plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural
elements of the exterior walls, foundation and roof (collectively the “Elements of the Premises”)) to Landlord
in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant’s
personal property, trade fixtures and equipment. Tenant’s personal property shall include all computer wiring and cabling
installed by Tenant. Provided, however, if Landlord has not elected to have Tenant remove the Alterations, Tenant shall leave
the Alterations at the Premises in good condition and repair, ordinary wear and tear excepted. Tenant shall repair any damage
to the Premises occasioned by the installation or removal of Tenant’s trade fixtures, furnishings and equipment. Damage
to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises
shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. If the Premises
are not surrendered at the expiration of the term or earlier termination of this Lease in accordance with the provisions of this
section, at Landlord’s option, Tenant shall continue to be responsible for the payment of Base Rent and all other amounts
due under this Lease until the Premises are so surrendered in accordance with said provisions. Tenant shall indemnify, defend
and hold Landlord harmless from and against any and all damages, expenses, costs, losses or liabilities arising from any delay
by Tenant in so surrendering the Premises including, without limitation, any damages, expenses, costs, losses or liabilities arising
from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and
losses and damages suffered by Landlord due to lost opportunities to lease any portion of the Premises to any such succeeding
tenant or prospective tenant, together with, in each case, actual attorneys’ fees and costs.


 


13.6
Failure of Tenant to Remove Property. If this Lease is terminated
due to the expiration of its term or otherwise, and Tenant fails to remove its property, in addition to any other remedies available
to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove
any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant.


 


13.7
Electric Vehicle Charging Stations Installed by Tenant. Under certain
circumstances Section 1952.7 of the California Civil Code (“Section 1952.7”) may permit Tenant to install electric
vehicle charging stations (“Tenant Charging Stations”) in the Project’s parking area. In the event Section
1952.7 does permit Tenant to install Tenant Charging Stations and Tenant elects to install Tenant Charging Stations, the Section
of the Rules and Regulations attached hereto that is entitled “Electric Vehicle Charging Stations” shall apply to
the Tenant Charging Stations.


 


14.
Damage And Destruction.


 


14.1
Effect of Damage or Destruction. If all or part of the Project is
damaged by fire, earthquake, flood, explosion, the elements, riot, the release or existence of Hazardous Materials (as defined
below) or by any other cause whatsoever (hereinafter collectively referred to as “Damages”), but the Damages
are not material (as defined in Section 14.2 below), Landlord shall repair the Damages to the Project as soon as is reasonably
possible, and this Lease shall remain in full force and effect. If all or part of the Project is destroyed or materially damaged
(as defined in Section 14.2 below), Landlord shall have the right, in its sole and complete discretion, to repair or to rebuild
the Project or to terminate this Lease. Landlord shall within one hundred twenty (120) days after the discovery of such material
damage or destruction notify Tenant in writing of Landlord’s intention to repair or to rebuild or to terminate this Lease.
Tenant shall in no event be entitled to compensation or damages on account of annoyance or inconvenience in making any repairs,
or on account of construction, or on account of Landlord’s election to terminate this Lease. Notwithstanding the foregoing,
if Landlord shall elect to rebuild or repair the Project after material damage or destruction, but in good faith determines that
the Premises cannot be substantially repaired within three hundred sixty (360) days after the date of the discovery of the material
damage or destruction, without payment of overtime or other premiums, and the damage to the Project will render the entire Premises
unusable during said three hundred sixty (360) day period, Landlord shall notify Tenant thereof in writing at the time of Landlord’s
election to rebuild or repair, and Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to
terminate this Lease, upon thirty (30) days’ advance written notice to Landlord. Tenant’s termination right described
in the preceding sentence shall not apply if the damage was caused by the negligent or intentional acts of Tenant or its employees,
agents, contractors or invitees. Failure of Tenant to exercise said election within said fifteen (15) day period shall constitute
Tenant’s agreement to accept delivery of the Premises under this Lease whenever tendered by Landlord, provided Landlord
thereafter pursues reconstruction or restoration diligently to completion, subject to delays caused by Force Majeure Events. If
Landlord is unable to repair the damage to the Premises or the Project during such three hundred sixty (360) day period due to
Force Majeure Events, the three hundred sixty (360) day period shall be extended by the period of delay caused by the Force Majeure
Events. Subject to Section 14.3 below, if Landlord or Tenant terminates this Lease in accordance with this Section 14.1, Tenant
shall continue to pay all Base Rent and other amounts due hereunder which arise prior to the date of termination.


 




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14.2
Definition of Material Damage. Damage to the Project shall be deemed
material if, in Landlord’s reasonable judgment, the uninsured cost of repairing the damage will exceed $25,000. If insurance
proceeds are available to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the damage to the
Project, the damage shall be deemed material if the cost of repairing the damage exceeds $100,000. Damage to the Project shall
also be deemed material if (a) the Project cannot be rebuilt or repaired to substantially the same condition it was in prior to
the damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of any mortgage or deed of
trust encumbering the Project requires that insurance proceeds available to repair the damage in excess of $25,000 be applied
to the repayment of the indebtedness secured by the mortgage or the deed of trust, or (c) the damage occurs during the last twelve
(12) months of the Lease term.


 


14.3
Abatement of Rent. In the event that Tenant is prevented from using,
and does not use, the Premises or any portion thereof, for five (5) consecutive business days (the “Eligibility Period”)
as a result of damage to the Premises, and the damage was not caused by the negligence or intentional acts of Tenant or its employees,
agents, contractors or invitees, then Tenant’s Base Rent, Monthly Operating Expense Payment and Tenant’s Percentage
Share of Real Property Taxes and Insurance Costs shall be abated or reduced, as the case may be, after expiration of the Eligibility
Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof,
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.


 


14.4
Tenant’s Acts. If such damage or destruction occurs as a result
of the negligence or the intentional acts of Tenant or Tenant’s employees, agents, contractors or invitees, and the proceeds
of insurance which are actually received by Landlord are not sufficient to pay for the repair of all of the damage, Tenant shall
pay, at Tenant’s sole cost and expense, to Landlord upon demand, the difference between the cost of repairing the damage
and the insurance proceeds received by Landlord.


 


14.5
Tenant’s Property. Landlord shall not be liable to Tenant or
its employees, agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles,
furniture, equipment, computers, files or other property (hereinafter collectively “Tenant’s property”)
located at the Project. Tenant shall repair or replace all of Tenant’s property at Tenant’s sole cost and expense.
Tenant acknowledges that it is Tenant’s sole responsibility to obtain adequate insurance coverage to compensate Tenant for
damage to Tenant’s property.


 


14.6
Waiver. Landlord and Tenant hereby waive the provisions of any present
or future statutes which relate to the termination of leases when leased property is damaged or destroyed and agree that such
event shall be governed by the terms of this Lease.


 


15.
Condemnation. If any portion of the Premises or the Project are taken
under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called “condemnation”),
this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever
first occurs; provided that if so much of the Premises or Project are taken by such condemnation as would substantially and adversely
affect the operation and profitability of Tenant’s business conducted from the Premises, and said taking lasts for ninety
(90) days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall
have given Tenant written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning
authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession.
If a taking lasts for less than ninety (90) days, Tenant’s rent shall be abated during said period but Tenant shall not
have the right to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall
remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in the
proportion that the usable floor area of the Premises taken bears to the total usable floor area of the Premises. Common Areas
taken shall be excluded from the Common Areas usable by Tenant and no reduction of rent shall occur with respect thereto or by
reason thereof. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by
the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice
of a taking by condemnation of any part of the Premises or the Project. Any award for the taking of all or any part of the Premises
or the Project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property
of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, for good will, for the
taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled
to any separate award for loss of or damage to Tenant’s removable personal property and for moving expenses. In the event
that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made
a loan to Landlord encumbering the Project, Landlord shall to the extent of severance damages received by Landlord in connection
with such condemnation, repair any damage to the Project caused by such condemnation except to the extent that Tenant has been
reimbursed therefore by the condemning authority. This section, not general principles of law or California Code of Civil Procedure
Sections 1230.010 et seq., shall govern the rights and obligations of Landlord and Tenant with respect to the condemnation
of all or any portion of the Project.


 




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16.
Assignment and Subletting.


 


16.1
Landlord’s Consent Required. Tenant shall not voluntarily or
by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s
interest in this Lease or in the Premises (hereinafter collectively a “Transfer”), without Landlord’s
prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant’s written request for
consent hereunder within thirty (30) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer
without such consent shall be void and shall constitute a default and breach of this Lease. Tenant’s written request for
Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence,
unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed
assignee or subtenant prepared in accordance with generally accepted accounting principles for the lesser of (i) the past three
(3) years or (ii) the time period the assignee or subtenant has been in existence, (b) federal tax returns for the proposed assignee
or subtenant for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence,
(c) a credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee
or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of
the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease,
(g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant,
(h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises, and (i) a Hazardous
Materials Disclosure Certificate substantially in the form of Exhibit D attached hereto (the “Transferee HazMat Certificate”).
If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request
shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided
with respect to each proposed guarantor. “Transfer” shall also include the transfer (a) if Tenant is a corporation,
and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%)
of the voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution,
merger or liquidation of the corporation, or (b) if Tenant is a partnership, limited liability company, limited liability partnership
or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during
the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership,
limited liability company, limited liability partnership or other entity. If Tenant is a limited or general partnership (or is
comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a
limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics
of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s
sole discretion. Tenant’s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any
assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no
event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease.
If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment
or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages,
costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other persons claiming
a commission or similar compensation in connection with the proposed assignment or sublease.


 


16.2
Standard for Approval. Landlord shall not unreasonably withhold its
consent to a Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 16.
Tenant acknowledges and agrees that each requirement, term and condition in this Section 16 is a reasonable requirement, term
or condition. It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition
of this Section 16 is not complied with or: (a) the Transfer would cause Landlord to be in violation of its obligations under
another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant
has a smaller net worth than Tenant had on the date this Lease was entered into with Tenant or is less able financially to pay
the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business
will impose a burden on the Project’s parking facilities, Common Areas or utilities that is greater than the burden imposed
by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed
assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar
right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably
satisfactory to Landlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the
term of any assignment or sublease and containing such other terms and conditions as Landlord reasonably deems necessary; (f)
the use of the Premises by the proposed assignee or subtenant will be a use not permitted by this Lease; (g) any guarantor of
this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default
as defined in Section 17 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a
non- disturbance and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the proposed
assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the assignee
or subtenant is involved in a business which is not in keeping with the then-current standards of the Project; (l) the proposed
assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease
of space in the Project; (m) the assignment or sublease will result in there being more than one subtenant of the Premises; (n)
the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental
or quasi-governmental agency; (o) the assignee or subtenant will use, store or handle Hazardous Materials in or about the Premises
of a type, nature, quantity not acceptable to Landlord, in Landlord’s sole discretion or (p) the assignee or subtenant is
a person or entity to whom Landlord has agreed not to lease space in the Project pursuant to a lease with another tenant.


 




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16.3
Additional Terms and Conditions. The following terms and conditions
shall be applicable to any Transfer:


 


(a)
Regardless of Landlord’s consent, no Transfer shall release Tenant from Tenant’s obligations hereunder or alter the primary liability
of Tenant to pay the rent and other sums due Landlord hereunder and to perform all other obligations to be performed by Tenant
hereunder or release any guarantor from its obligations under its guaranty.


 


(b)
Landlord may accept rent from any person other than Tenant pending approval or disapproval of an assignment or subletting.


 


(c)
Neither a delay in the approval or disapproval of a Transfer, nor the acceptance of rent, shall constitute a waiver or estoppel
of Landlord’s right to exercise its rights and remedies for the breach of any of the terms or conditions of this Section 16.


 


(d)
The consent by Landlord to any Transfer shall not constitute a consent to any subsequent Transfer by Tenant or to any subsequent
or successive Transfer by an assignee or subtenant. However, Landlord may consent to subsequent Transfers or any amendments or
modifications thereto without notifying Tenant or anyone else liable on the Lease and without obtaining their consent, and such
action shall not relieve such persons from liability under this Lease.


 


(e)
In the event of any default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible
for the performance of this Lease, including any subtenant or assignee, without first exhausting Landlord’s remedies against any
other person or entity responsible therefor to Landlord, or any security held by Landlord.


 


(f)
Landlord’s written consent to any Transfer by Tenant shall not constitute an acknowledgment that no default then exists under
this Lease nor shall such consent be deemed a waiver of any then-existing default.


 


(g)
The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment or subletting
was materially false shall, at Landlord’s election, render Landlord’s consent null and void.


 


(h)
Landlord shall not be liable under this Lease or under any sublease to any subtenant.


 


(i)
No assignment or sublease may be modified or amended without Landlord’s prior written consent.


 


(j)
Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease,
be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition
and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations
as are contrary or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing.


 


(k)
At Landlord’s request, Tenant shall deliver to Landlord, Landlord’s standard consent to assignment or consent to sublease agreement,
as applicable, executed by Tenant, the assignee and the subtenant, as applicable.


 


16.4
Additional Terms and Conditions Applicable to Subletting. The following
terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in
all subleases under this Lease whether or not expressly incorporated therein:


 


(a)
Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant’s interest in all rentals and income
arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s
obligations under this Lease; provided, however, that until a default shall occur in the performance of Tenant’s obligations under
this Lease, Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this
or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a subtenant, be deemed to
have assumed or recognized any sublease or to be liable to the subtenant for any failure of Tenant to perform and comply with
any of Tenant’s obligations to such subtenant under such sublease, including, but not limited to, Tenant’s obligation to return
any security deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from
Landlord stating that a default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents
due as they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement
and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or right to inquire
as to whether such default exists and notwithstanding any notice or claim from Tenant to the contrary.


 


(b)
In the event Tenant shall default in the performance of its obligations under this Lease, Landlord, at its option and without
any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations
of Tenant under such sublease from the time of the exercise of said option to the termination of such sublease; provided, however,
Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for any other prior
defaults of Tenant under such sublease.


 







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16.5
Transfer Premium from Assignment or Subletting. Landlord shall be
entitled to receive from Tenant (as and when received by Tenant) as an item of additional rent one-half of all amounts received
by Tenant from the subtenant or assignee in excess of the amounts payable by Tenant to Landlord hereunder (the “Transfer
Premium”). The Transfer Premium shall be reduced by the reasonable brokerage commissions, tenant improvement costs and
legal fees actually paid by Tenant in order to assign the Lease or to sublet all or a portion of the Premises. “Transfer
Premium” shall mean all Base Rent, additional rent or other consideration of any type whatsoever payable by the assignee
or subtenant in excess of the Base Rent and additional rent payable by Tenant under this Lease. If less than all of the Premises
is subleased, for purposes of calculating the Transfer Premium, the Base Rent and the additional rent due under this Lease shall
be allocated to the subleased premises on a per-leasable-square-foot basis (e.g., if one-half of the Premises is subleased, for
purposes of determining the amount of the Transfer Premium, one-half of the Base Rent and additional rent due under this Lease
would be allocated to the subleased premises, and this amount would be subtracted from the base rent, additional rent and other
monies payable to Tenant under the sublease). “Transfer Premium” shall also include, but not be limited to,
key money and bonus money paid by the assignee or subtenant to Tenant in connection with such Transfer, and any payment in excess
of fair-market value for services rendered by Tenant to the assignee or subtenant or for assets, fixtures, inventory, equipment
or furniture transferred by Tenant to the assignee or subtenant in connection with such Transfer. Landlord and Tenant agree that
the foregoing Transfer Premium is reasonable.


 



16.6
Landlord’s Option to Recapture Space. Notwithstanding anything
to the contrary contained in this Section 16, Landlord shall have the option, by giving written notice to Tenant within thirty
(30) days after receipt of any request by Tenant to assign this Lease or to sublease space in the Premises, to terminate this
Lease with respect to said space as of the date thirty (30) days after Landlord’s election. In the event of a recapture
by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and the number of parking
spaces Tenant may use shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to
the number of rentable square feet contained in the original Premises, and this Lease as so amended shall continue thereafter
in full force and effect, and upon request of either party, the parties shall execute written confirmation of same. If Landlord
recaptures only a portion of the Premises, it shall construct and erect at its sole cost such partitions as may be required to
sever the space to be retained by Tenant from the space recaptured by Landlord. Landlord may, at its option, lease any recaptured
portion of the Premises to the proposed subtenant or assignee or to any other person or entity without liability to Tenant. Tenant
shall not be entitled to any portion of the profit, if any, Landlord may realize on account of such termination and reletting.
Tenant acknowledges that the purpose of this section is to enable Landlord to receive profit in the form of higher rent or other
consideration to be received from an assignee or subtenant, to give Landlord the ability to meet additional space requirements
of other tenants of the Project and to permit Landlord to control the leasing of space in the Project. Tenant acknowledges and
agrees that the requirements of this section are commercially reasonable and are consistent with the intentions of Landlord and
Tenant.


 


16:7
Landlord’s Expenses. In the event Tenant shall assign this Lease
or sublet the Premises or request the consent of Landlord to any Transfer, then Tenant shall pay (a) $500 to Landlord to compensate
Landlord for its internal administrative costs in processing the request plus (b) Landlord’s reasonable out-of-pocket costs
and expenses incurred in connection therewith, including, but not limited to, attorneys’, architects’, accountants’,
engineers’ or other consultants’ fees.


 


17.
Default; Remedies.


 


17.1
Default by Tenant. Landlord and Tenant hereby agree that the occurrence
of any one or more of the following events is a default by Tenant under this Lease and that said default shall give Landlord the
rights described in Section 17.2. Landlord or Landlord’s authorized agent shall have the right to execute and to deliver
any notice of default, notice to pay rent or quit or any other notice Landlord gives Tenant.


 


(a)
Tenant’s failure to make any payment of Base Rent, Tenant’s Monthly Operating Expense Payment, Tenant’s Percentage Share of Real
Property Taxes, Tenant’s Percentage Share of Insurance Costs or any other payment required to be made by Tenant hereunder, as
and when due, where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant.
In the event that Landlord serves Tenant with a notice to pay rent or quit pursuant to applicable unlawful detainer statutes,
such notice shall also constitute the notice required by this Section 17.1(a).


 


(b)
The abandonment of the Premises by Tenant, coupled with the nonpayment of rent, in which event Landlord shall not be obligated
to give any notice of default to Tenant.


 


(c)
The failure of Tenant to comply with any of its obligations under Sections 4, 10, 12, 13, 16, 19, 23, 25, 26, 27 and 28 where
Tenant fails to comply with its obligations or fails to cure any earlier breach of such obligation within ten (10) days following
written notice from Landlord to Tenant. In the event Landlord serves Tenant with a notice to quit or any other notice pursuant
to applicable unlawful detainer statutes, said notice shall also constitute the notice required by this Section 17.1(c).


 


(d)
The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed
by Tenant (other than those referenced in Sections 17.1(a), (b) and (c), above), where such failure shall continue for a period
of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant’s nonperformance
is such that more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within said ten (10) day period and thereafter diligently pursues such cure to completion. In the event
that Landlord serves Tenant with a notice to quit or any other notice pursuant to applicable unlawful detainer statutes, said
notice shall also constitute the notice required by this Section 17.1(d).


 




    	 	15	 



     

    

 


(e)
(i) The making by Tenant or any guarantor of Tenant’s obligations hereunder of any general arrangement or general assignment for
the benefit of creditors; (ii) Tenant or any guarantor becoming a “debtor” as defined in 11 U.S.C. 101 or any successor
statute thereto (unless, in the case of a petition filed against Tenant or guarantor, the same is dismissed within sixty (60)
days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the
Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within thirty (30) days; (iv) the attachment,
execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in
this Lease, where such seizure is not discharged within thirty (30) days; or (v) the insolvency of Tenant. In the event that any
provision of this Section 17.1(e) is unenforceable under applicable law, such provision shall be of no force or effect.


 


(f)
The discovery by Landlord that any financial statement, representation or warranty given to Landlord by Tenant, or by any guarantor
of Tenant’s obligations hereunder, was materially false at the time given. Tenant acknowledges that Landlord has entered into
this Lease in material reliance on such information.


 


(g)
If Tenant is a corporation, partnership, limited liability company or similar entity, the dissolution or liquidation of Tenant.


 


(h)
If Tenant’s obligations under this Lease are guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor’s liability
with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a guarantor’s becoming insolvent or
the subject of a bankruptcy filing, (iv) a guarantor’s refusal to honor the guaranty, (v) a guarantor’s breach of its guaranty
obligation on an anticipatory breach basis or (vi) if the guarantor is a corporation, limited liability company or partnership,
the dissolution of the guarantor or the termination of the guarantor’s existence.


 


17.2
Remedies.


 


(a)
In the event of any default or breach of this Lease by Tenant, Landlord may, at any time thereafter, with or without notice or
demand, and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default:


 


(i)
terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease and the term hereof shall
terminate and Tenant shall immediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord
may recover from Tenant (A) the worth at the time of award of the unpaid rent which had been earned at the time of termination;
(B) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (C) the worth
at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount
of such rental loss that Tenant proves could have been reasonably avoided; and (D) any other amount necessary to compensate Landlord
for all detriment proximately caused by Tenant’s failure to perform its obligations under the Lease or which in the ordinary course
of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises,
expenses of releasing, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, any real estate
commissions actually paid by Landlord and the unamortized value of any free rent, reduced rent, tenant improvement allowance or
other economic concessions provided by Landlord. The “worth at time of award” of the amounts referred to in Section
17.2(a)(i)(A) and (B) shall be computed by allowing interest at the lesser of ten percent (10%) per annum or the maximum interest
rate permitted by applicable law. The worth at the time of award of the amount referred to in Section 17.2(a)(i)(C) shall be computed
by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%). For purposes of this Section 17.2(a)(i), “rent” shall be deemed to be all monetary obligations required to be
paid by Tenant pursuant to the terms of this Lease.


 


(ii)
maintain Tenant’s right of possession, in which event Landlord shall have the remedy described in California Civil Code Section
1951.4 which permits Landlord to continue this Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes
due. In the event Landlord elects to continue this Lease in effect, Tenant shall have the right to sublet the Premises or assign
Tenant’s interest in the Lease subject to the reasonable requirements contained in Section 16 of this Lease and provided further
that Landlord shall not require compliance with any standard or condition contained in Section 16 that has become unreasonable
at the time Tenant seeks to sublet or assign the Premises pursuant to this Section 17.2(a)(ii).


 


(iii)
collect sublease rents (or appoint a receiver to collect such rent) and otherwise perform Tenant’s obligations at the Premises,
it being agreed, however, that the appointment of a receiver for Tenant shall not constitute an election by Landlord to terminate
this Lease.


 


(iv)
pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the
Premises are located.


 


(b)
No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies
at law or in equity. The expiration or termination of this Lease and/or the termination of Tenant’s right to possession of the
Premises shall not relieve Tenant of liability under any indemnity provisions of this Lease as to matters occurring or accruing
during the term of the Lease or by reason of Tenant’s occupancy of the Premises.


 




    	 	16	 



     

    

 


(c)
If Tenant abandons the Premises, Landlord may re-enter the Premises, and such re-entry shall not be deemed to constitute Landlord’s
election to accept a surrender of the Premises or to otherwise relieve Tenant from liability for its breach of this Lease. No
surrender of the Premises shall be effective against Landlord unless Landlord has entered into a written agreement with Tenant
in which Landlord expressly agrees to (i) accept a surrender of the Premises and (ii) relieve Tenant of liability under the Lease.
The delivery by Tenant to Landlord of possession of the Premises shall not constitute the termination of the Lease or the surrender
of the Premises.


 


17.3
Default by Landlord. Landlord shall not be in default under this Lease
unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord
and to the holder of any mortgage or deed of trust encumbering the Project whose name and address shall have theretofore been
furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if
the nature of Landlord’s obligation is such that more than thirty (30) days are required for its cure, then Landlord shall
not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently pursues the same
to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default, and Tenant’s
remedies shall be limited to damages and/or an injunction. Tenant hereby waives its right to recover consequential damages (including,
but not limited to, lost profits) or punitive damages arising out of a Landlord default. This Lease and the obligations of Tenant
hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed
in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Landlord’s performance
shall be extended for the period of any such delay. Any claim, demand, right or defense by Tenant that arises out of this Lease
or the negotiations which preceded this Lease shall be barred unless Tenant commences an action thereon, or interposes a defense
by reason thereof, within six (6) months after the date of the inaction, omission, event or action that gave rise to such claim,
demand, right or defense.


 


17.4
Late Charges. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Base Rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting
charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed encumbering the Project.
Accordingly, if any installment of Base Rent or any other sum due from Tenant shall not be received by Landlord when such amount
shall be due, then, without any requirement for notice or demand to Tenant, Tenant shall immediately pay to Landlord a late charge
equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall
in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising
any of the other rights and remedies granted hereunder, including the assessment of interest under Section 17.5.


 


17.5
Interest On Past-due Obligations. Except as expressly herein provided,
any amount due to Landlord that is not paid when due shall bear interest at the lesser of ten percent (10%) per annum or the maximum
rate permitted by applicable law. Payment of such interest shall not excuse or cure any default by Tenant under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Tenant nor on any amounts upon which late charges are
paid by Tenant.


 


17.6
Payment of Rent and Security Deposit After Default. If Tenant fails
to pay Base Rent, Tenant’s Monthly Operating Expense Payments, parking charges or any other monetary obligation due hereunder
on the date it is due, after Tenant’s third failure to pay any monetary obligation on the date it is due, at Landlord’s
option, all monetary obligations of Tenant hereunder shall thereafter be paid by cashier’s check, and Tenant shall, upon
demand, provide Landlord with an additional security deposit equal to three (3) multiplied by the monthly Base Rent due on the
date of Landlord’s demand. If Landlord has required Tenant to make said payments by cashier’s check or to provide
an additional security deposit, Tenant’s failure to make a payment by cashier’s check or to provide the additional
security deposit shall be a default hereunder.


 


18.
Landlord’s Right to Cure Default; Payments by Tenant. All covenants
and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and
expense and without any reduction of rent. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may,
but shall not be obligated to, after three (3) days’ prior written notice to Tenant, make any such payment or perform any
such act on Tenant’s behalf without waiving its rights based upon any default of Tenant and without releasing Tenant from
any obligations hereunder. Tenant shall pay to Landlord, within ten (10) days after delivery by Landlord to Tenant of statements
therefore, an amount equal to the expenditures reasonably made by Landlord in connection with the remedying by Landlord of Tenant’s
defaults pursuant to the provisions of this section.


 




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19.
Indemnity. Tenant hereby agrees to indemnify, defend and hold harmless
Landlord and its employees, partners, agents, property managers, contractors, lenders and ground lessors (said persons and entities
are hereinafter collectively referred to as the “Indemnified Parties” or “Landlord Parties”)
from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement
costs, investigation costs, cost of consultants and experts, attorney’s fees, court costs and other legal expenses, effects
of environmental contamination, cost of environmental testing, removal, remediation and/or abatement of Hazardous Materials (as
said term are defined below), insurance policy deductibles and other expenses (hereinafter collectively referred to as “Damages”)
arising out of or related to an Indemnified Matter (as defined below). For purposes of this section, an “Indemnified
Matter” shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if the liability
or Damages arise out of or involve, directly or indirectly, (a) Tenant’s or its employees’, agents’, contractors’,
invitees’, subtenants’ or other persons working in or visiting the Premises (all of said persons or entities are hereinafter
collectively referred to as “Tenant Parties”) use or occupancy of the Premises or the Project, (b) any act,
omission or neglect of a Tenant Party, (c) Tenant’s failure to perform any of its obligations under the Lease, (d) the existence,
use or disposal of any Hazardous Materials (as defined below) brought on to the project by a Tenant Party or (e) any other matters
for which Tenant has agreed to indemnify Landlord pursuant to any other Provision of this Lease. Tenant’s obligations hereunder
shall include, but shall not be limited to (f) compensating the Indemnified Parties for Damages arising out of Indemnified Matters
within ten (10) days after written demand from an Indemnified Party and (g) providing a defense, with counsel reasonably satisfactory
to the Indemnified Party, at Tenant’s sole expense, within ten (10) days after written demand from the Indemnified Party,
of any claims, action or proceeding arising out of or relating to an Indemnified Matter whether or not litigated or reduced to
judgment and whether or not well founded. If Tenant is obligated to compensate an Indemnified Party for Damages arising out of
an Indemnified Matter, Landlord shall have the immediate and unconditional right, but not the obligation, without notice or demand
to Tenant, to pay the Damages, and Tenant shall, upon ten (10) days’ advance written notice from Landlord, reimburse Landlord
for the costs incurred by Landlord. By way of example, and not limitation, Landlord shall have the immediate and unconditional
right to cause any Damages to the Common Areas, another tenant’s premises or to any other part of the Project to be repaired
and to compensate other tenants of the Project or other persons or entities for Damages arising out of an Indemnified Matter.
The Indemnified Parties need not first pay any Damages to be indemnified hereunder. Tenant’s obligations under this section
shall not be released, reduced or otherwise limited because one or more of the Indemnified Parties are or may be actively or passively
negligent with respect to an Indemnified Matter or because an Indemnified Party is or was partially responsible for the Damages
incurred. This indemnity is intended to apply to the fullest extent permitted by applicable law. Tenant’s obligations under
this section shall survive the expiration or termination of this Lease unless specifically waived in writing by Landlord after
said expiration or termination. Notwithstanding anything to the contrary contained in this section, Tenant shall not be obligated
to indemnify an Indemnified Party from liability to the extent such liability arises out of the Indemnified Party’s negligence.


 


20.
Exemption of Landlord from Liability. Tenant hereby agrees that Landlord
Parties shall not be liable for injury to Tenant’s business or any loss of income therefrom or for loss of or damage to
the merchandise, tenant improvements, fixtures, furniture, equipment, computers, files, automobiles, or other property of Tenant,
Tenant’s employees, agents, contractors or invitees, or any other person in or about the Project, nor shall Landlord Parties
be liable for injury to the person of Tenant, Tenant’s employees, agents, contractors or invitees, whether such damage or
injury is caused by or results from any cause whatsoever including, but not limited to, theft, criminal activity at the Project,
negligent security measures, bombings or bomb scares, acts of terrorism, Hazardous Materials, fire, steam, electricity, gas, water
or rain, flooding, breakage of pipes, sprinklers, plumbing, air conditioning or lighting fixtures, or from any other cause, whether
said damage or injury results from conditions arising upon the Premises or upon other portions of the Project, or from other sources
or places, or from new construction or the repair, alteration or improvement of any part of the Project, and regardless of whether
the cause of the damage or injury arises out of the active negligence, passive negligence or intentional acts of Landlord Parties.
Landlord Parties shall not be liable for any damages arising from any act or neglect of any employees, agents, contractors or
invitees of any other tenant, occupant or user of the Project, nor from the failure of Landlord Parties to enforce the provisions
of the lease of any other tenant of the Project. Tenant, as a material part of the consideration to Landlord hereunder, hereby
assumes all risk of damage to Tenant’s property or business or injury to persons, in, upon or about the Project arising
from any cause, including the active or passive negligence of Landlord Parties, and Tenant hereby waives all claims in respect
thereof against Landlord Parties.


 


21.
Landlord’s Liability. Tenant acknowledges that Landlord shall
have the right to transfer all or any portion of its interest in the Project and to assign this Lease to the transferee. Tenant
agrees that in the event of such a transfer Landlord shall automatically be released from all liability under this Lease; and
Tenant hereby agrees to look solely to Landlord’s transferee for the performance of Landlord’s obligations hereunder
after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant’s security deposit to
Tenant or transfer Tenant’s security deposit to Landlord’s transferee and, in either event, Landlord shall have no
further liability to Tenant for the return of its security deposit. Subject to the rights of any lender holding a mortgage or
deed of trust encumbering all or part of the Project, Tenant agrees to look solely to Landlord’s equity interest in the
Project for the collection of any judgment requiring the payment of money by Landlord arising out of (a) Landlord’s failure
to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and
agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction
of any judgment or writ obtained by Tenant against Landlord. No partner, employee or agent of Landlord shall be personally liable
for the performance of Landlord’s obligations hereunder or be named as a party in any lawsuit arising out of or related
to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute
personal obligations of the individual partners of Landlord, if any, and Tenant shall not seek recourse against the individual
partners of Landlord or their assets.


 


22.
Signs. Tenant shall not make any changes to the exterior of the Premises,
install any exterior lights, decorations, balloons, flags, pennants, banners or painting, or erect or install any signs, windows
or door lettering, placards, decorations or advertising media of any type which can be viewed from the exterior of the Premises,
without Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion. Upon vacation
of the Premises, Tenant shall remove all signs and repair, paint and/or replace the building facia surface to which its signs
are attached. Tenant shall obtain all applicable governmental permits and approvals for signs and exterior treatments. All signs,
decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from
outside the Premises shall be subject to Landlord’s approval and conform in all respects to Landlord’s requirements.


 




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23.
Parking. During the term and subject to the rules and regulations
attached hereto as Exhibit “C,” as modified by Landlord from time to time (the “Rules”), Tenant
shall be entitled to use the number of parking spaces set forth in Section 1.15 in the Common Area parking lot of the Project.
Tenant’s parking rights are in common with the parking rights of any other tenants of the Project, and all of Tenant’s
parking spaces are unreserved parking spaces. Landlord reserves the right at any time to designate areas in the Common Areas where
Tenant may or may not park. If Tenant commits or allows in the parking lot any of the activities prohibited by the Lease or the
Rules, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to
remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable by Tenant upon
demand by Landlord. Tenant’s parking rights are the personal rights of Tenant, and Tenant shall not transfer, assign or
otherwise convey its parking rights separate and apart from this Lease. All parking spaces may only be used for parking vehicles
no larger than full-size passenger automobiles or pick-up trucks. Landlord, in addition to its other remedies, shall have the
right to remove or tow away any other vehicles. Landlord shall not be responsible for enforcing Tenant’s parking rights
against any third parties. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s
employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by
Landlord for such activities.


 


24.
Broker’s Fee. Tenant and Landlord each represent and warrant
to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder other
than the persons, if any, listed in Section 1.16, in connection with the negotiation of this Lease, and no other broker, person,
or entity is entitled to any commission or finder’s fee in connection with the negotiation of this Lease, and Tenant and
Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys’
fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by
reason of any dealings, actions or agreements of the indemnifying party. The commission payable to Landlord’s broker with
respect to this Lease shall be pursuant to the terms of the separate commission agreement in effect between Landlord and Landlord’s
broker. Landlord’s broker shall pay a portion of its commission to Tenant’s broker, if so provided in any agreement
between Landlord’s broker and Tenant’s broker. Nothing in this Lease shall impose any obligation on Landlord to pay
a commission or fee to any party other than Landlord’s broker.


 


25.
Estoppel Certificate.


 


25.1
Delivery of Certificate. Tenant shall from time to time, upon not
less than ten (10) days’ prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in
writing certifying such information as Landlord may reasonably request including, but not limited to, the following: (a) that
this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect), (b) the date to which the Base Rent and other charges are paid
in advance and the amounts so payable, (c) that there are not, to Tenant’s knowledge, any uncured defaults or unfulfilled
obligations on the part of Landlord, or specifying such defaults or unfulfilled obligations, if any are claimed, (d) that all
tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord’s obligations,
and (e) that Tenant has taken possession of the Premises. Any such statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Project.


 


25.2
Failure to Deliver Certificate. At Landlord’s option, the failure
of Tenant to deliver such statement within such time shall constitute a default of Tenant hereunder, or it shall be conclusive
upon Tenant that (a) this Lease is in full force and effect, without modification except as may be represented by Landlord, (b)
there are no uncured defaults in Landlord’s performance, (c) not more than one month’s Base Rent has been paid in
advance, (d) all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord’s
obligations, and (e) Tenant has taken possession of the Premises.


 


26. Financial
Information. From time to time, at Landlord’s request, Tenant shall cause the following financial
information to be delivered to Landlord, at Tenant’s sole cost and expense, upon not less than ten (10) days’
advance written notice from Landlord: (a) a current financial statement for Tenant and Tenant’s financial statements
for the previous two accounting years, (b) a current financial statement for any guarantor(s) of this Lease and the
guarantor’(s) financial statements for the previous two accounting years and (c) such other financial
information pertaining to Tenant or any guarantor as Landlord or any lender or purchaser of Landlord may reasonably request.
All financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied
and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Tenant hereby
authorizes Landlord, from time to time, without notice to Tenant, to obtain a credit report or credit history on Tenant from
any credit reporting company.


 


27.
Environmental Matters/hazardous Materials.


 


27.1
HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE. Prior to executing this Lease, Tenant has delivered to Landlord Tenant’s
executed initial Hazardous Materials Disclosure Certificate (the “Initial HazMat Certificate”), a copy of which
is attached hereto as Exhibit D. Tenant covenants, represents and warrants to Landlord that the information in the Initial HazMat
Certificate is true and correct and accurately describes the use(s) of Hazardous Materials which will be made and/or used on the
Premises by Tenant. Tenant shall, commencing with the date which is one year from the Commencement Date and continuing every year
thereafter, deliver to Landlord an executed Hazardous Materials Disclosure Certificate (the “HazMat Certificate”)
describing Tenant’s then-present use of Hazardous Materials on the Premises, and any other reasonably necessary documents and
information as requested by Landlord. The HazMat Certificates required hereunder shall be in substantially the form attached hereto
as Exhibit D.


 




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27.2
Definition of Hazardous Materials. As used in this Lease,
the term “Hazardous Materials” shall mean and include (a) any hazardous or toxic wastes, materials or substances,
and other pollutants or contaminants, which are or become regulated by any Environmental Laws (defined below); (b) petroleum,
petroleum by-products, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos and asbestos-containing material,
in any form, whether friable or non-friable; (d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead-containing
materials; (g) any other material, waste or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all
such terms are used in their broadest sense, and are defined or become defined by any Environmental Law; or (h) any materials
which cause or threatens to cause a nuisance upon or waste to any portion of the Project or any surrounding property; or poses
or threatens to pose a hazard to the health and safety of persons on the Premises, any other portion of the Project or any surrounding
property. For purposes of this Lease, the term “Hazardous Materials” shall not include nominal amounts of ordinary
household cleaners, office supplies and janitorial supplies which are not actionable under any Environmental Laws.


 


27.3
Prohibition; Environmental Laws. Tenant shall not be
entitled to use or store any Hazardous Materials on, in, or about any portion of the Premises and the Project without, in each
instance, obtaining Landlord’s prior written consent thereto. If Landlord, in its sole discretion, consents to any such
usage or storage, then Tenant shall be permitted to use and/or store only those Hazardous Materials that are necessary for Tenant’s
business and to the extent disclosed in the HazMat Certificate and as expressly approved by Landlord in writing. Any such usage
and storage may only be to the extent of the quantities of Hazardous Materials as specified in the then-applicable HazMat Certificate
as expressly approved by Landlord. In all events such usage and storage must at all times be in full compliance with any and all
local, state and federal environmental, health and/or safety-related laws, statutes, orders, standards, courts’ decisions,
ordinances, rules and regulations (as interpreted by judicial and administrative decisions), decrees, directives, guidelines,
permits or permit conditions, currently existing and as amended, enacted, issued or adopted in the future which are or become
applicable to Tenant or all or any portion of the Premises (collectively, the “Environmental Laws”) and in
compliance with the recommendations of Landlord’s consultants. Tenant agrees that any changes to the type and/or quantities
of Hazardous Materials specified in the most recent HazMat Certificate may be implemented only with the prior written consent
of Landlord, which consent may be given or withheld in Landlord’s sole discretion. Tenant shall not be entitled nor permitted
to install any tanks under, on or about the Premises for the storage of Hazardous Materials without the express written consent
of Landlord, which may be given or withheld in Landlord’s sole discretion. Landlord shall have the right, in Landlord’s
sole discretion, at all times during the Term of this Lease to (i) inspect the Premises, (ii) conduct tests and investigations
to determine whether Tenant is in compliance with the provisions of this Section 27 or to determine if Hazardous Materials are
present in, on or about the Project, (iii) request lists of all Hazardous Materials used, stored or otherwise located on, under
or about any portion of the Premises and/or the Common Areas, and (iv) to require Tenant to complete a survey of its use, storage
and handling of Hazardous Materials in the Premises, using a form and following procedures designated by Landlord, in Landlord’s
sole discretion (the “Survey”). Tenant shall reimburse Landlord for the cost of all such inspections, tests
and investigations, and all costs associated with any Survey. If as a result of an inspection, test or Survey Landlord determines,
in Landlord’s sole discretion, that Tenant should implement or perform safety, security or compliance measures, Tenant shall
within thirty (30) days after written request by Landlord perform such measures, at Tenant’s sole cost and expense. The
aforementioned rights granted herein to Landlord and its representatives shall not create (a) a duty on Landlord’s part
to inspect, test, investigate, monitor or otherwise observe the Premises or the activities of Tenant and Tenant Parties with respect
to Hazardous Materials, including without limitation, Tenant’s operation, use and any remediation relating thereto, or (b)
liability on the part of Landlord and its representatives for Tenant’s use, storage, disposal or remediation of Hazardous
Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith.


 


27.4
Tenant’s Environmental Obligations. Tenant shall
give to Landlord immediate verbal and follow-up written notice of any spills, releases, discharges, disposals, emissions, migrations,
removals or transportation of Hazardous Materials on, under or about any portion of the Premises or in any Common Areas; provided
that Tenant has actual, implied or constructive knowledge of such event(s). Tenant, at its sole cost and expense, covenants and
warrants to promptly investigate, clean up, remove, restore and otherwise remediate (including, without limitation, preparation
of any feasibility studies or reports and the performance of any and all closures) any spill, release, discharge, disposal, emission,
migration or transportation of Hazardous Materials arising from or related to the intentional or negligent acts or omissions of
Tenant or Tenant Parties such that the affected portions of the Project and any adjacent property are returned to the condition
existing prior to the appearance of such Hazardous Materials. Any such investigation, clean up, removal, restoration and other
remediation shall only be performed after Tenant has obtained Landlord’s prior written consent, which consent shall not
be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect
on any portion of the Project. Notwithstanding the foregoing, Tenant shall be entitled to respond immediately to an emergency
without first obtaining Landlord’s prior written consent. Tenant, at its sole cost and expense, shall conduct and perform,
or cause to be conducted and performed, all closures as required by any Environmental Laws or any agencies or other governmental
authorities having jurisdiction thereof. If Tenant fails to so promptly investigate, clean up, remove, restore, provide closure
or otherwise so remediate, Landlord may, but without obligation to do so, take any and all steps necessary to rectify the same,
and Tenant shall promptly reimburse Landlord, upon demand, for all costs and expenses to Landlord of performing investigation,
cleanup, removal, restoration, closure and remediation work. All such work undertaken by Tenant, as required herein, shall be
performed in such a manner so as to enable Landlord to make full economic use of the Premises and other portions of the Project
after the satisfactory completion of such work.


 




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27.5
Environmental Indemnity. In addition to Tenant’s
other indemnity obligations under this Lease, Tenant agrees to, and shall, protect, indemnify, defend (with counsel acceptable
to Landlord) and hold Landlord and the other Landlord Parties harmless from and against any and all loss, cost, damage, liability
or expense (including, without limitation, diminution in value of any portion of the Premises or the Project, damages for the
loss of or restriction on the use of rentable or usable space, and from any adverse impact of Landlord’s marketing of any
space within the Project) arising at any time during or after the term of this Lease in connection with or related to, directly
or indirectly, the use, presence, transportation, storage, disposal, migration, removal, spill, release or discharge of Hazardous
Materials on, in or about any portion of the Project as a result (directly or indirectly) of the intentional or negligent acts
or omissions of Tenant or Tenant Parties. Neither the written consent of Landlord to the presence, use or storage of Hazardous
Materials in, on, under or about any portion of the Project nor the strict compliance by Tenant with all Environmental Laws shall
excuse Tenant from its obligations of indemnification pursuant hereto. Tenant shall not be relieved of its indemnification obligations
under the provisions of this Section 27.5 due to Landlord’s status as either an “owner” or “operator”
under any Environmental Laws.


 


27.6
Survival. Tenant’s obligations and liabilities
pursuant to the provisions of this Section 27 shall survive the expiration or earlier termination of this Lease. If it is determined
by Landlord that the condition of all or any portion of the Project is not in compliance with the provisions of this Lease with
respect to Hazardous Materials, including without limitation, all Environmental Laws at the expiration or earlier termination
of this Lease, then Landlord may require Tenant to hold over possession of the Premises until Tenant can surrender the Premises
to Landlord in the condition in which the Premises existed as of the Commencement Date and prior to the appearance of such Hazardous
Materials except for reasonable wear and tear, including without limitation, the conduct or performance of any closures as required
by any Environmental Laws. The burden of proof hereunder shall be upon Tenant. For purposes hereof, the term “reasonable
wear and tear” shall not include any deterioration in the condition or diminution of the value of any portion of the Project
in any manner whatsoever related to, directly or indirectly, Hazardous Materials. Any such holdover by Tenant will be with Landlord’s
consent, will not be terminable by Tenant in any event or circumstance and will otherwise be subject to the provisions of Section
33 of this Lease.


 


27.7
No Liability for Acts of Others. Notwithstanding anything to the contrary
contained in this Lease, Tenant shall only be liable pursuant to this Section 27 for the acts of Tenant and Tenant Parties, and
Tenant shall not be liable for the acts of persons or entities other than Tenant and Tenant Parties nor shall Tenant be responsible
or liable for contamination that existed at the Premises on the Commencement Date or for contamination emanating from neighboring
land.


 


28.
Subordination.


 


28.1
Effect of Subordination. This Lease, and any Option (as defined below)
granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of
trust or any other hypothecation or security now or hereafter placed upon the Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and
so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person
or entity. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options
shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event of the foreclosure
of a security device, the new owner shall not (a) be liable for any act or omission of any prior landlord or with respect to events
occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject
to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security
deposit.


 


28.2
Execution of Documents. Tenant agrees to execute and acknowledge any
documents Landlord reasonably requests that Tenant execute to effectuate an attornment, a subordination, or to make this Lease
or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant’s
failure to execute such documents within ten (10) days after written demand shall constitute a default by Tenant hereunder or,
at Landlord’s option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant’s attorney-in-fact.
Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s
name, place and stead to execute such documents in accordance with this section.


 


29.
Options.


 


29.1
Definition. As used in this Lease, the word “Option”
has the following meaning: (1) the right or option to extend the term of this Lease or to renew this Lease, (2) the option or
right of first refusal to lease the Premises or the right of first offer to lease the Premises or the right of first refusal to
lease other space within the Project or the right of first offer to lease other space within the Project, and (3) the right or
option to terminate this Lease prior to its expiration date or to reduce the size of the Premises. Any Option granted to Tenant
by Landlord must be evidenced by a written option agreement attached to this Lease as a rider or addendum or said option shall
be of no force or effect. For purposes of this section, an Option shall also include any Option contained in any subsequent amendment
to this Lease.


 




    	 	21	 



     

    

 


29.2
Options Personal. Each Option granted to Tenant in this Lease, if
any, is personal to the original Tenant and may be exercised only by the original Tenant while occupying the entire Premises and
may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, including,
without limitation, any permitted transferee as defined in Section 16. The Options, if any, herein granted to Tenant are not assignable
separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or otherwise.
If at any time an Option is exercisable by Tenant, the Lease has been assigned or a sublease exists as to any portion of the Premises,
the Option shall be deemed null and void and neither Tenant nor any assignee or subtenant shall have the right to exercise the
Option.


 


29.3
Multiple Options. In the event that Tenant has multiple Options to
extend or renew this Lease, a later Option cannot be exercised unless the prior Option to extend or renew this Lease has been
so exercised.


 


29.4
Effect of Default On Options. Tenant shall have no right to exercise
an Option (i) during the time commencing from the date Landlord gives to Tenant a notice of default pursuant to Section 17.1 and
continuing until the noncompliance alleged in said notice of default is cured, or (ii) if Tenant is in default of any of the terms,
covenants or conditions of this Lease. The period of time within which an Option may be exercised shall not be extended or enlarged
by reason of Tenant’s inability to exercise an Option because of the provisions of this section.


 


29.5
Limitations On Options. Notwithstanding anything to the contrary contained
in any rider or addendum to this Lease, any options, rights of first refusal or rights of first offer granted hereunder shall
be subject and secondary to Landlord’s right to first offer and lease any such space to any tenant who is then occupying
or leasing such space at the time the space becomes available for leasing and shall be subject and subordinated to any other options,
rights of first refusal or rights of first offer previously given to any other person or entity.


 


29.6
Guarantees. Notwithstanding anything to the contrary
contained in any rider or addendum to this Lease, Tenant’s right to exercise and the effectiveness of an Option is conditioned
upon Landlord’s receipt from any prior tenant that has not been expressly released from liability under this Lease, and
any guarantor of any obligation of Tenant under this Lease, of a written agreement satisfactory to Landlord, in Landlord’s
sole discretion, reaffirming such person’s obligations under this Lease or the guaranty, as modified by Tenant’s exercise
of the Option.


 


29.7
Notice of Exercise of Option. Notwithstanding anything to the contrary
contained in Section 43, Tenant shall give written notice exercising the Option using certified mail return receipt requested
or some other method where the person delivering the package containing the notice obtains a signature of the person accepting
the package containing the notice (e.g., by FedEx with the requirement that the FedEx delivery person obtain a signature from
the person accepting the package). It shall be the obligation of Tenant to prove that Landlord received the notice exercising
the Option in a timely manner.


 


30.
Landlord Reservations. Landlord shall have the right: (a) to change
the name and address of the Project or Building upon not less than ninety (90) days prior written notice; (b) to permit any tenant
the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given
herein; and (c) to place signs, notices or displays upon the roof, interior or exterior of the Building or Common Areas of the
Project. Landlord reserves the right to use the exterior walls of the Premises, and the area beneath, adjacent to and above the
Premises together with the right to install, use, maintain and replace equipment, machinery, pipes, conduits and wiring through
the Premises, which serve other parts of the Project provided that Landlord’s use does not unreasonably interfere with Tenant’s
use of the Premises.


 


31.
Changes to Project. Landlord shall have the right, in Landlord’s
sole discretion, from time to time, to make changes to the size, shape, location, number and extent of the improvements comprising
the Project (hereinafter referred to as “Changes”) including, but not limited to, the interior and exterior
of buildings, the Common Areas, HVAC, electrical systems, communication systems, fire protection and detection systems, plumbing
systems, security systems, parking control systems, driveways, entrances, parking spaces, parking areas and landscaped areas.
In connection with the Changes, Landlord may, among other things, erect scaffolding or other necessary structures at the Project,
limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work in the Building,
which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Changes and Landlord’s
actions in connection with such Changes shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any
abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury
to or interference with Tenant’s business arising from the Changes, nor shall Tenant be entitled to any compensation or
damages from Landlord for any inconvenience or annoyance occasioned by such Changes or Landlord’s actions in connection
with such Changes. Landlord shall use commercially reasonable efforts to minimize disruption to Tenant’s business operations
caused by Changes.


 


32.
Substitution of Other Premises. Landlord shall have the right at any
time to move Tenant to any other leasable space in the Project provided that said space shall be approximately the same size as
the Premises (the “Substituted Space”). The Substituted Space shall include tenant improvements that are substantially
equivalent to the tenant improvements contained in the Premises, and the cost of any required tenant improvements shall be paid
by Landlord. Landlord shall reimburse Tenant for the reasonable out-of-pocket costs actually paid by Tenant to unrelated third
parties to move its furniture and equipment from the Premises to the Substituted Space. Prior to the date that Tenant moves into
the Substituted Space, Tenant shall remain in the Premises and shall continue to perform all of its obligations under this Lease.
After Tenant moves into the Substituted Space, this Lease shall remain in full force and effect and the Substituted Space shall
constitute the Premises. If the Substituted Space is larger than the original Premises, Tenant’s Base Rent, Tenant’s
Share of Operating Expenses and the number of parking spaces Tenant shall be entitled to use shall not change. If, on the other
hand, the Substituted Space is smaller than the original Premises, Tenant’s Base Rent and Tenant’s Share of Operating
Expenses shall be adjusted based on the relationship between the number of rentable square feet in the original Premises and the
number of rentable square feet in the Substituted Space. The Lease shall be amended to reflect the foregoing terms and conditions,
and Tenant shall execute the lease amendment within ten (10) days after the lease amendment is delivered by Landlord to Tenant.


 




    	 	22	 



     

    

  


33.
Holding Over. If Tenant remains in possession of the Premises or any
part thereof after the expiration or earlier termination of the term hereof with Landlord’s consent, such occupancy shall
be a tenancy from month to month upon all the terms and conditions of this Lease pertaining to the obligations of Tenant, except
that the Base Rent payable shall be two hundred percent (200%) of the Base Rent payable immediately preceding the termination
date of this Lease, and all Options, if any, shall be deemed terminated and be of no further effect. If Tenant remains in possession
of the Premises or any part thereof, after the expiration of the term hereof without Landlord’s consent, Tenant shall, at
Landlord’s option, be treated as a tenant at sufferance or a trespasser. Nothing contained herein shall be construed to
constitute Landlord’s consent to Tenant holding over at the expiration or earlier termination of the Lease term or to give
Tenant the right to hold over after the expiration or earlier termination of the Lease term. Tenant hereby agrees to indemnify,
hold harmless and defend Landlord from any cost, loss, claim or liability (including attorneys’ fees) Landlord may incur
as a result of Tenant’s failure to surrender possession of the Premises to Landlord upon the termination of this Lease.


 


34.
Landlord’s Access.


 


34.1
Access. Landlord and Landlord’s agents, contractors and employees
shall have the right to enter the Premises at reasonable times upon reasonable advance telephonic notice to Tenant (except in
the case of any emergency, where no advance notice shall be required) for the purpose of inspecting the Premises, performing any
services required of Landlord, showing the Premises to prospective purchasers, lenders or tenants, undertaking safety measures
and making alterations, repairs, improvements or additions to the Premises or to the Project. In the event of an emergency, Landlord
may gain access to the Premises by any reasonable means, and Landlord shall not be liable to Tenant for damage to the Premises
or to Tenant’s property resulting from such access. Landlord may at any time place on or about the Building or the Project
for sale or for lease signs.


 


34.2
Keys. Landlord shall have the right to retain keys to the locks on
the entry doors to the Premises and all interior doors at the Premises.


 


35.
Security Measures. Tenant hereby acknowledges that Landlord shall
have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Project,
and Landlord shall have no liability to Tenant due to its failure to provide such services. Tenant assumes all responsibility
for the protection of Tenant, its agents, employees, contractors and invitees and the property of Tenant and of Tenant’s
agents, employees, contractors and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at Landlord’s
sole option, from implementing security measures for the Project or any part thereof, in which event Tenant shall participate
in such security measures, and Landlord shall have no liability to Tenant and its agents, employees, contractors and invitees
arising out of Landlord’s negligent provision of security measures. Landlord shall have the right, but not the obligation,
to require all persons entering or leaving the Project to identify themselves to a security guard and to reasonably establish
that such person should be permitted access to the Project. In no event shall Tenant or its employees, agents or contractors bring
firearms or other weapons to the Project or the Premises, and Tenant shall not have the right to employ armed security guards.


 


36.
Easements. Landlord reserves to itself the right, from time to time,
to grant such easements, rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with
the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents within ten (10) days after Landlord’s
request, and Tenant’s failure to do so shall constitute a default by Tenant. The obstruction of Tenant’s view, air
or light by any structure erected in the vicinity of the Project, whether by Landlord or third parties, shall in no way affect
this Lease or impose any liability upon Landlord.


 


37.
Transportation Management. Tenant shall fully comply at its sole expense
with all present or future programs implemented or required by any governmental or quasi-governmental entity or Landlord to manage
parking, transportation, air pollution or traffic in and around the Project or the metropolitan area in which the Project is located.


 


38.
Severability. The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.


 


39.
Time of Essence. Time
is of the essence with respect to each of the obligations to be performed by Tenant and Landlord under this Lease.


 


40.
Definition of Additional Rent. All monetary obligations of Tenant
to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Tenant’s Monthly Operating Expense
Payment, Tenant’s Percentage Share of Insurance Costs and Real Property Taxes and late charges shall be deemed to be rent.


 




    	 	23	 



     

    

 


41.
Incorporation of Prior Agreements. This Lease and the attachments
listed in Section 1.17 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned
herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise
stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord nor any employee or agents of any of
said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of
the Premises or the Project or concerning any other matter addressed by this Lease.


 


42.
Amendments. This Lease may be modified in writing only, signed by
the parties in interest at the time of the modification. One or more emails signed by one or more parties shall never constitute
a writing signed by the parties that is capable of amending or modifying the Lease.


 


43.
Notices. All notices required or permitted by this Lease shall be
in writing and may be delivered (a) in person (by hand, by messenger or by courier service), (b) by U.S. Postal Service regular
mail, (c) by U.S. Postal Service certified mail, return receipt requested or (d) by U.S. Postal Service Express Mail, Federal
Express or other overnight courier, and shall be deemed sufficiently given if served in a manner specified in this section. Notices
may not be given by email, and email notices shall not be binding on Landlord or Tenant for any purpose. Any notice permitted
or required hereunder, and any notice to pay rent or quit or similar notice, shall be deemed personally delivered to Tenant on
the date the notice is personally delivered to any employee of Tenant at the Premises. The addresses set forth in Section 1.18
of this Lease shall be the address of each party for notice purposes. Landlord or Tenant may by written notice to the other specify
a different address for notice purposes, except that upon Tenant’s taking possession of the Premises, the Premises shall
constitute Tenant’s address for the purpose of mailing or delivering notices to Tenant. A copy of all notices required or
permitted to be given to Landlord hereunder shall be concurrently transmitted to such party or parties at such addresses as Landlord
may from time to time hereinafter designate by written notice to Tenant. Any notice sent by regular mail or by certified mail,
return receipt requested, shall be deemed given three (3) days after deposited with the U.S. Postal Service. Notices delivered
by U.S. Express Mail, Federal Express or other courier shall be deemed given on the date delivered by the carrier to the appropriate
party’s address for notice purposes. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received
on the next business day. Nothing contained herein shall be construed to limit Landlord’s right to serve any notice to pay
rent or quit or similar notice by any method permitted by applicable law, and any such notice shall be effective if served in
accordance with any method permitted by applicable law whether or not the requirements of this section have been met.


 


44.
Waivers. No waiver by Landlord or Tenant of any provision hereof shall
be deemed a waiver of any other provision hereof or of any subsequent breach by Landlord or Tenant of the same or any other provision.
Landlord’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord’s
consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of
any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent. No acceptance by Landlord
of partial payment of any sum due from Tenant shall be deemed a waiver by Landlord of its right to receive the full amount due,
nor shall any endorsement or statement on any check or accompanying letter from Tenant be deemed an accord and satisfaction. Tenant
hereby waives California Code of Civil Procedure Section 1179 and Civil Code section 3275 which allow tenants to obtain relief
from the forfeiture of a lease, and Tenant hereby waives any claim it may have against Landlord based on Landlord’s failure
to comply with Section 1938 of the California Civil Code. Tenant hereby waives for Tenant and all those claiming under Tenant
all rights now or hereafter existing to redeem by order or judgment of any court or by legal process or writ Tenant’s right
of occupancy of the Premises after any termination of this Lease.


 


45.
Covenants. This Lease shall be construed as though Landlord’s
covenants contained herein are independent and not dependent and Tenant hereby waives the benefit of any statute to the contrary.
All provisions of this Lease to be observed or performed by Tenant are both covenants and conditions.


 


46.
Binding Effect; Choice of Law. Subject to any provision hereof restricting
assignment or subletting by Tenant, this Lease shall bind the parties, their heirs, personal representatives, successors and assigns.
This Lease shall be governed by the laws of the state in which the Project is located, and any litigation concerning this Lease
between the parties hereto shall be initiated in the county in which the Project is located.


 


47.
Attorneys’ Fees. If Landlord or Tenant brings an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in any such action, or appeal thereon, shall be entitled to
its reasonable attorneys’ fees and court costs to be paid by the losing party as fixed by the court in the same or separate
suit, and whether or not such action is pursued to decision or judgment. The attorneys’ fee award shall not be computed
in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees and court costs reasonably
incurred in good faith. Landlord shall be entitled to reasonable attorneys’ fees and all other costs and expenses incurred
in the preparation and service of notices of default and consultations in connection therewith, whether or not a legal action
is subsequently commenced in connection with such default. Landlord and Tenant agree that attorneys’ fees incurred with
respect to defaults and bankruptcy are actual pecuniary losses within the meaning of Section 365(b)(1)(B) of the Bankruptcy Code
or any successor statute.


 


48.
Auctions. Tenant shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction or going-out-of-business sale upon the Premises or the Common Areas.


 




    	 	24	 



     

    

 


49.
Merger. The voluntary or other surrender of this Lease by Tenant,
or a mutual cancellation thereof, or a termination by Landlord, shall not result in the merger of Landlord’s and Tenant’s
estates and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate
as an assignment to Landlord of any or all of such subtenancies.


 


50.
Quiet Possession. Subject to the other terms and conditions of this
Lease, and the rights of any lender, and provided Tenant is not in default hereunder, Tenant shall have quiet possession of the
Premises for the entire term hereof subject to all of the provisions of this Lease.


 


51.
Authority. If Tenant is a corporation, trust, limited liability company,
limited liability partnership or general or limited partnership, Tenant, and each individual executing this Lease on behalf of
such entity, represents and warrants that such individual is duly authorized to execute and deliver this Lease on behalf of said
entity, that said entity is duly authorized to enter into this Lease, and that this Lease is enforceable against said entity in
accordance with its terms. If Tenant is a corporation, trust, limited liability company, limited liability partnership or other
partnership, Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory to Landlord.


 


52.
Conflict. Any conflict between the type written provisions of this
Lease and handwritten provisions, if any, shall be controlled by the handwritten provisions; provided, however, handwritten provisions
shall have no force or effect unless separately initialed by both Landlord and Tenant.


 


53.
Multiple Parties. If more than one person or entity is named as Tenant
herein, the obligations of Tenant shall be the joint and several responsibility of all persons or entities named herein as Tenant.
Service of a notice in accordance with Section 43 on one Tenant shall be deemed service of notice on all Tenants.


 


54.
Interpretation. This Lease shall be interpreted as if it was prepared
by both parties, and ambiguities shall not be resolved in favor of Tenant because all or a portion of this Lease was prepared
by Landlord. The captions contained in this Lease are for convenience only and shall not be deemed to limit or alter the meaning
of this Lease. As used in this Lease, the words tenant and landlord include the plural as well as the singular. Words used in
the neuter gender include the masculine and feminine gender.


 


55.
Prohibition Against Recording. Neither this Lease, nor any memorandum,
affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of
Tenant. Landlord shall have the right to record a memorandum of this Lease, and Tenant shall execute, acknowledge and deliver
to Landlord for recording any memorandum prepared by Landlord.


 


56.
Relationship of Parties. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership,
joint venturer or any association between Landlord and Tenant.


 


57.
Rules and Regulations. Tenant agrees to abide by and conform to the
Rules and to cause its employees, suppliers, customers and invitees to so abide and conform. Landlord shall have the right, from
time to time, to modify, amend and enforce the Rules in a nondiscriminatory manner. Landlord shall not be responsible to Tenant
for the failure of other persons, including, but not limited to, other tenants, their agents, employees and invitees, to comply
with the Rules.


 


58.
Right to Lease. Landlord reserves the absolute right to effect such
other tenancies in the Project as Landlord in its sole discretion shall determine, and Tenant is not relying on any representation
that any specific tenant or number of tenants will occupy the Project.


 


59.
Patriot Act. Tenant represents to Landlord that, (i) neither Tenant
nor any person or entity that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing
members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted
from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of
the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under Executive Order 13224
(the “Executive Order”) signed on September 24, 2001, and entitled “Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” or other governmental action, (ii) Tenant’s
activities do not violate the International Money Laundering Abatement and Financial Anti- Terrorism Act of 2001 or the regulations
or orders promulgated thereunder (as amended from time to time, the “Money Laundering Act”) and (iii) throughout
the term of this Lease, Tenant shall comply with the Executive Order and with the Money Laundering Act.


 


60.
Confidentiality. Tenant acknowledges and agrees that the terms of
this Lease are confidential and constitute proprietary information of Landlord. Disclosure of the terms hereof could adversely
affect the ability of Landlord to negotiate other leases with respect to the Project and may impair Landlord's relationship with
other tenants of the Project. Tenant agrees that it and its partners, officers, directors, employees, brokers, and attorneys,
if any, shall not disclose the terms and conditions of this Lease to any other person or entity without the prior written consent
of Landlord, which may be given or withheld by Landlord, in Landlord's sole discretion. It is understood and agreed that damages
alone would be an inadequate remedy for the breach of this provision by Tenant, and Landlord shall also have the right to seek
specific performance of this provision and to seek injunctive relief to prevent its breach or continued breach.


 




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61.
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD
AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT
IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF
THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY
OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.


 


62.
Execution.


 


62.1
Counterparts. This Lease and any documents or addenda attached hereto
(collectively, the “Documents”) may be executed in two or more counterpart copies, each of which shall be deemed
to be an original and all of which together shall have the same force and effect as if the parties had executed a single copy
of the Document.


 


62.2
electronic signatures. Landlord shall have the right, in Landlord’s
sole discretion, to insert the name of the person executing a Document on behalf of Landlord in Landlord’s signature block
using an electronic signature (an “Electronic Signature”), and in this event the Document delivered to Tenant
will not include an original ink signature and Landlord shall have no obligation to provide a copy of such Document to Tenant
with Landlord’s original ink signature. A Document delivered to Tenant by Landlord with an Electronic Signature shall be
binding on Landlord as if the Document had been originally executed by Landlord with an ink signature. Without the prior written
consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant shall not have the right to insert the
name of the person executing the Document on behalf of Tenant using an Electronic Signature and all Documents shall be originally
executed by Tenant using an ink signature.


 


62.3
electronic format. A Document executed by Landlord or Tenant and delivered
to the other party in PDF, facsimile or similar electronic format (collectively, “Electronic Format”) shall
be binding on the party delivering the executed Document with the same force and effect as the delivery of a printed copy of the
Document with an original ink signature. At any time upon Landlord’s written request, Tenant shall provide Landlord with
a printed copy of the Document with an original ink signature.


 


62.4
generally. This Section describes the only ways in which Documents
may be executed and delivered by the parties. An email from Landlord, its agents, brokers, attorneys, employees or other representatives
shall never constitute Landlord’s Electronic Signature or be otherwise binding on Landlord. Subject to the limitations set
forth above, the parties agree that a Document executed using an Electronic Signature and/or delivered in Electronic Format may
be introduced into evidence in a proceeding arising out of or related to the Document as if it was a printed copy of the Document
executed by the parties with original ink signatures. Landlord shall have no obligation to retain copies of Documents with original
ink signatures, and Landlord shall have the right, in its sole discretion, to elect to discard originals and to retain only copies
of Documents in Electronic Format.


 


LANDLORD
AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND,
BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT
WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL
COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND SUBMISSION OF SAME TO TENANT SHALL
NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES.
THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY
EXECUTED ORIGINAL OF THIS LEASE TO TENANT. THE DELIVERY OF A DRAFT OF THIS LEASE TO TENANT SHALL NOT CONSTITUTE AN AGREEMENT BY
LANDLORD TO NEGOTIATE IN GOOD FAITH, AND LANDLORD EXPRESSLY DISCLAIMS ANY LEGAL OBLIGATION TO NEGOTIATE IN GOOD FAITH.


 


[Remainder
of this page left intentionally blank.]


 




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LANDLORD:


 


The
Realty Associates Fund VIII, L.P.,


a Delaware limited partnership


 


	By:	Realty
    Associates Fund VIII LLC	 
	 	a
    Massachusetts limited liability company, General Partner	 
	 	 	 	 	 
	 	By:	TA
    Realty, LLC,	 
	 	 	a
    Massachusetts limited liability company, Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Officer	 


 


TENANT:


 


REVIV3
PROCARE COMPANY


a
Delaware corporation


 


	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 





 






    	 	27	 



     

    

 


EXHIBIT
A


 


PREMISES


 


Exhibit
A is intended only to show the general layout of the Premises, and shall not be interpreted to increase or decrease the size of
the Premises beyond the number of leasable square feet set forth in Section 1.5. Exhibit A is not to be scaled and any measurements
or distances shown on Exhibit A are approximates only.


 


 





 




    	 	28	 



     

    

 


EXHIBIT
B


 


VERIFICATION LETTER


 


REVIV3 PROCARE COMPANY, a Delaware corporation ("Tenant”), hereby certifies that it has entered into a lease with The
Realty Associates Fund VIII, L.P., a Delaware limited partnership ("Landlord"), and verifies the following information as
of the ____ day of ______________, 20 :


 


 


	Address
    of Premises:	 	9480
    Telstar Ave., Suite 5 , El Monte, CA 91731
	 	 	 
	Leasable
    Area of Premises:	 	7,139
    S.F.
	 	 	 
	Commencement
    Date:	 	 
	 	 	 
	Lease
    Termination Date:	 	 
	 	 	 
	Tenant's
    Percentage Share:	 	25.40%
	 	 	 
	Initial
    Base Rent:	 	$6,782.05
    
	 	 	 
	Billing
    Address for Tenant:	 	Same
    as above
	 	 	 
	 	 	 
	 	 	 
	Attention:	 	 
	 	 	 
	Telephone
    Number:	 	 
	 	 	 
	Federal
    Tax ID No.:	 	 


 


Tenant
acknowledges and agrees that all tenant improvements Landlord is obligated to make to the Premises, if any, have been completed
to Tenant's satisfaction, that Tenant has accepted possession of the Premises, and that as of the date hereof there exist no offsets
or defenses to the obligations of Tenant under the Lease.


 


TENANT:


 


REVIV3
PROCARE COMPANY


a
Delaware corporation


 


	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 





 






    	 	29	 



     

    

 


EXHIBIT
C


 


RULES
AND REGULATIONS


 


GENERAL RULES


 


Tenant
shall faithfully observe and comply with the following Rules and Regulations:


 


1.
Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Premises without
obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant.


 


2.
Access to the Project may be refused unless the person seeking access has proper identification or has a previously received authorization
for access to the Project. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission
to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement or other commotion, Landlord
reserves the right to prevent access to the Project during the continuance thereof by any means it deems appropriate for the safety
and protection of life and property.


 


3.
No cooking shall be done or permitted on the Premises, nor shall the Premises be used for any improper, objectionable or immoral
purposes. Notwithstanding the foregoing, Underwriters' Laboratory-approved equipment and microwave ovens may be used in the Premises
for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors of Tenant, provided that
such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations; and provided
further that such cooking does not result in odors escaping from the Premises.


 


4.
No boring or cutting for wires shall be allowed without the consent of Landlord. Tenant shall not install any radio or television
antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere
with broadcasting or reception from or in the Project or elsewhere.


 


5.
Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or
under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.


 


6.
Tenant shall store all its trash and garbage within the interior of the Premises or in other locations approved by Landlord, in
Landlord's sole discretion. No material shall be placed in the trash boxes or receptacles if such material is of such nature that
it may not be disposed of in the ordinary and customary manner of removing and disposing of trash in the vicinity of the Project
without violation of any law or ordinance governing such disposal.


 


7.
Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any
governmental agency.


 


PARKING
RULES


 


1.
Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities and
at times approved by Landlord. Users of the parking area will obey all posted signs and park only in the areas designated for
vehicle parking. Tenant and its customers, employees, shippers and invitees shall comply with all rules and regulations adopted
by Landlord from time to time relating to truck parking and/or truck loading and unloading.


 


2.
Landlord reserves the right to relocate all or a part of parking spaces within the parking area. If access to the parking areas
are not now controlled with gates or similar devices, Landlord shall have the right, but not the obligation, to install gates
or other devices to control access to the parking areas, and Tenant shall comply with all of Landlord’s rules and regulations
relating to access to the parking areas.


 


3.
Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed
by the party using the parking area.


 


4.
The maintenance, washing, waxing or cleaning of vehicles in the parking area or Common Areas is prohibited.


 


5.
Tenant shall be responsible for seeing that all of its employees, agents, contractors and invitees comply with the applicable
parking rules, regulations, laws and agreements.


 


6.
At Landlord's request, Tenant shall provide Landlord with a list which includes the name of each person using the parking facilities
based on Tenant's parking rights under this Lease and the license plate number of the vehicle being used by that person. Tenant
shall provide Landlord with an updated list within five (5) days after any part of the list becomes inaccurate.


 




    	 	30	 



     

    

 


ELECTRIC
VEHICLE CHARGING STATIONS


 


1.
If, and only if, Section 1952.7 of the California Civil Code (“Section 1952.7”) applies to the Building’s
parking area where Tenant’s parking spaces are located and gives Tenant the legal right to install electric vehicle charging
stations (“Tenant Charging Stations”), Tenant shall have the right to install Tenant Charging Stations in its
parking spaces subject to all of the following terms and conditions and Tenant hereby acknowledges and agrees that all of the
following terms and conditions are reasonable restrictions on the installation of the Tenant Charging Stations:


 


(a)
Prior to installing, modifying, replacing or removing any Charging Station Improvements (as defined below) Tenant shall obtain
the prior written approval of Landlord. For purposes of this Section, “Charging Station Improvements” shall
mean the Tenant Charging Stations, the Charging Station Parking Spaces (as defined below), all other improvements or alterations
made to the Project as part of the installation of the Tenant Charging Stations or any modifications to any of the foregoing.
Landlord shall provide its written approval or disapproval of Tenant’s request to install or modify the Charging Station
Improvements within thirty (30) days after Landlord has received the Charging Station Plans (as defined below). Nothing contained
in this Section shall be interpreted as granting Tenant the right to alter any aspect of the parking spaces including, but not
limited to, the size or location of parking spaces, and Tenant shall not have the right to alter the parking spaces at the Project.


 


(b)
Tenant may install the greater of the following number of Tenant Charging Stations: (i) one (1) and (ii) the number derived by
dividing the rentable area of the Premises by 12,500 and rounding the resulting quotient to the nearest whole number; provided,
however, in no event shall Tenant be permitted to install more Tenant Charging Stations than the lesser of the number of parking
spaces (A) it is entitled to use pursuant to Section 1.15 of the Lease and (B) that are permitted by Section 1952.7. To the extent
Section 1952.7 permits Tenant to install without Landlord’s approval a greater number of Tenant Charging Stations than provided
above, Tenant shall be entitled to install the smallest number of Tenant Charging Stations it is permitted to install without
Landlord’s approval by Section 1952.7. The parking spaces used when vehicles are being charged at the Tenant Charging Stations
are hereinafter collectively referred to as the “Charging Station Parking Spaces”. Charging Station Parking
Spaces shall be included in the number of parking spaces Tenant is entitled to use pursuant to Section 1.15 of the Lease.


 


(c)
Landlord may determine the location of the Tenant Charging Stations, the Charging Station Parking Spaces and the other Charging
Station Improvements in its sole discretion provided that they are located in the Building’s and/or Project’s parking
area.


 


(d)
In addition to all other amounts payable by Tenant pursuant to this Section and the Lease, Tenant shall pay to Landlord its prevailing
reserved parking charge for each Charging Station Parking Space, as such rate is increased by Landlord from time to time (the
“Parking Charges”); provided, however, if Landlord does not have a standard reserved parking rate the Parking
Charges shall be a monthly rental amount determined by Landlord. The Parking Charges shall be due and payable on the first day
of each calendar month and shall constitute additional rent.


 


(e)
The Charging Station Improvements shall comply with all Federal, State and local laws and regulations and all covenants, conditions
and restrictions applicable to the Project including, but not limited to, applicable health, safety, zoning and land use laws
(collectively, “Applicable Requirements”).


 


(f)
At Tenant’s sole cost and expense, Tenant may place a sign in front of each Charging Station Parking Space stating that
the Charging Station Parking Space is reserved for use by Tenant (the “Charging Station Signs”). Landlord shall
have the right to approve in its sole discretion the size, content, color, design, materials and method of attachment of the Charging
Station Signs. The Charging Station Signs shall be maintained by Tenant in good condition and repair at Tenant’s sole cost
and expense.


 


(g)
The Tenant Charging Stations may only be used by Tenant’s employees while working at the Premises, no other person or entity
shall have the right to use the Tenant Charging Stations, and Tenant shall not permit any other person or entity to use the Tenant
Charging Stations. Landlord shall not be responsible for the security or use of the Tenant Charging Stations or for preventing
other persons or entities from using the Tenant Charging Stations or from parking in the Charging Station Parking Spaces.


 


(h)
Tenant shall pay, at Tenant’s sole cost and expense, any cost or expense related directly or indirectly to the existence
of the Charging Station Improvements, including, but not limited to, all costs associated with the ownership, design, purchase,
installation, maintenance, repair, operation and removal of the Charging Station Improvements (collectively, “Charging
Station Expenses”). Landlord shall have no obligation to pay any Charging Station Expense. If Tenant fails to pay any
Charging Station Expense or if Tenant fails to perform any obligation it has under this Section (collectively, a “Tenant
Obligation”), Landlord shall have the right, but not the obligation, to complete the Tenant Obligation (e.g., by paying
the Charging Station Expense or performing the Tenant obligation), and Tenant shall reimburse Landlord for the costs incurred
by Landlord plus and amount equal to ten percent (10%) of such costs within ten (10) days after written demand.


 




    	 	31	 



     

    

 


(i)
At all times Tenant shall, at Tenant’s sole cost and expense, maintain the Charging Station Improvements in good condition
and repair and in compliance with all Applicable Requirements. Tenant shall keep the area around the Tenant Charging Stations
and the Charging Station Parking Spaces in neat and clean condition, at Tenant’s sole expense.


 


(j)
Tenant shall employ qualified engineers and architects approved by Landlord, in Landlord’s reasonable discretion, to prepare
detailed plans and specifications for the installation and any subsequent modification of the Charging Station Improvements (the
“Charging Station Plans”). Landlord shall have the right to approve the Charging Station Plans including, but
not limited to, the type and size of the charging stations Tenant desires to install and all electrical infrastructure. Once Landlord
has approved the Charging Station Plans, Tenant shall obtain all required permits and other governmental approvals needed in order
to install or modify the Charging Station Improvements pursuant to the approved Charging Station Plans, at Tenant’s sole
cost and expense. Tenant shall provide copies of the permits to Landlord prior to commencing the construction or modification
of the Charging Station Improvements. Landlord shall have the right to approve in its sole discretion any conditions imposed by
applicable governmental agencies on the installation or modification of the Charging Station Improvements. In addition, Landlord
shall have the right to approve in its sole discretion the methods and procedures used to complete any trenching, landscaping
repairs and/or asphalt and concrete repairs.


 


(k)
Landlord shall have the right to approve in advance the contractors (the “Contractors”) used by Tenant to construct,
install and/or modify the Charging Station Improvements, in Landlord’s reasonable discretion; provided, however, any work
on the Project’s electrical systems, plumbing systems, life/fire/safety systems, any modifications to concreate or asphalt
areas or any modifications to landscaped areas shall be performed by contractors designated by Landlord. The Contractors shall
carry worker's compensation insurance covering all of their respective employees, and shall also carry public liability insurance,
including property damage, all with limits, in form and with companies as are acceptable to Landlord, in Landlord’s reasonable
discretion. Certificates for all insurance carried pursuant to this Section shall be delivered to Landlord before the commencement
of the construction or modification of the Charging Station Improvements. All such policies of insurance shall name Landlord and
its property manager as an additional insured. Prior to commencing construction or modification of the Charging Station Improvements,
Tenant shall provide Landlord with copies of the final contract entered into with each Contactor.


 


(l)
The Contractors shall comply with Landlord’s construction rules and procedures (the “Construction Procedures”),
and if any Contractor fails to comply with the Construction Procedures after Landlord has provided the Contractor with written
notice of its non-compliance, Landlord shall have the right to prohibit such Contractor from performing any further work at the
Project, and Landlord shall have no liability to Tenant do to such prohibition. Tenant and the Contractors shall not have the
right, at any time, to disrupt any Building or Project service (e.g., electrical, plumbing etc.) to the Common Areas or to another
tenant's premises or to interfere with the use of the Project’s parking area. Tenant and the Contractors shall not store
construction materials at the Project and the Contractors shall not dispose of their refuse or construction materials in the Project's
trash receptacles. Tenant shall reimburse Landlord for the cost of repairing any damage to the Project caused by the construction
or modification of the Charging Station Improvements, plus an amount equal to ten percent (10%) of such cost, within ten (10)
days after written request by Landlord. Landlord shall have the right to inspect the Charging Station Improvements at all times.
Landlord shall have the right to receive a fee to reimburse it for its costs in providing approvals hereunder and in monitoring
the construction or modification of the Charging Station Improvements in an amount equal to ten percent (10%) of the total cost
of constructing, installing and/or modifying the Charging Station Improvements (the "Charging Station Landlord Fee").
Tenant shall pay the Charging Station Landlord Fee to Landlord within ten (10) days after written demand.


 


(m)
All electricity used by the Tenant Charging Stations shall be paid by Tenant, at Tenant’s sole cost and expense. The electricity
used by the Tenant Charging Stations shall be separately metered by the applicable public utility and Tenant shall pay the electricity
charges directly to the applicable public utility. All costs associated with metering the electricity used by the Tenant Charging
Stations, bringing electricity to the Tenant Charging Stations (e.g., the cost of metering devices, the cost of modifications
to the Project’s electrical system, the cost of bringing electrical lines to the Tenant Charging Stations etc.) and all
design and construction costs associated with bringing electricity to the Tenant Charging Stations shall be paid by Tenant, at
Tenant’s sole cost and expense. Landlord shall determine in its sole discretion what electrical improvements need to be
made to bring the electricity to the Tenant Charging Stations, and where such electrical improvements will be located, and all
such electrical improvements shall be included in the Charging Station Plans.


 


(n)
Upon the termination of the Lease or upon Tenant’s election to no longer use the Tenant Charging Stations, Tenant shall
remove the Charging Station Improvements and shall return the Project to the condition it was in prior to the installation of
the Charging Station Improvements, at Tenant’s sole cost and expense. At Landlord’s option, Landlord may require Tenant
to leave some or all of the Charging Station Improvements in place upon the termination of the Lease or upon Tenant’s election
to no longer use the Tenant Charging Stations, and in this event, the Charging Station Improvements left by Tenant shall be the
property of Landlord. At Landlord’s option, Tenant shall execute a bill of sale confirming that it has conveyed title to
the Charging Station Improvements to Landlord free of all liens and encumbrances within ten (10) days after Landlord’s written
request.


 


(o)
Prior to and as condition to Tenant’s right to install Tenant Charging Stations, Landlord may require Tenant to provide
to Landlord an additional security deposit in an amount equal to Landlord’s estimate of the cost of removing the Charging
Station Improvements and returning the Project to the condition it was in prior to the installation of the Charging Station Improvements
(the “Charging Station Deposit”). The Charging Station Deposit shall be held by Landlord pursuant to the terms
of Section 7 of the Lease, and shall be paid by Tenant in addition to any other security deposit required by Landlord.


 






    	 	32	 



     

    

 


(p)
The Charging Station Improvements shall be considered a use of the Premises pursuant to Section 19 of the Lease, and pursuant
to Section 19 Tenant shall indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 19) from any Damages
(as defined in Section 19) arising out of or in any way related to the installation, use, repair, maintenance and removal of the
Charging Station Improvements. The insurance purchased by Tenant pursuant to Section 10.1 of the Lease shall apply to the Charging
Station Improvements, and within fourteen (14) days after Landlord approves the installation of the Tenant Charging Stations Tenant
shall provide Landlord with a certificates of insurance meeting the requirements of Section 10.3 of the Lease showing that the
insurance described above is in place with respect to the Charging Station Improvements.


 


(q)
Landlord shall have the right at any time, in Landlord’s sole discretion, to elect to relocate some or all of the Charging
Station Improvements to another area of the Project (a “Relocation”). In the event of a Relocation, Landlord
shall pay for the cost of the Relocation at Landlord’s sole cost and expense. After the Relocation, all of the terms and
conditions of this Section shall continue to apply to the Charging Station Improvements.


 


(r)
If as a result of the construction or the existence of the Charging Station Improvements, Landlord is obligated to comply with
the Americans With Disabilities Act or any other law or regulation and such compliance requires Landlord to make any improvements
or alterations to any portion of the Project (an “Additional Alteration”), Landlord shall have the right to
make the Additional Alteration and in this event Tenant shall reimburse Landlord for the cost of the Additional Alteration plus
ten percent (10%) of the cost of the Additional Alteration within ten (10) days after written demand.


 


(s)
At Landlord’s option and in addition to all of Landlord’s other rights under this Section, Landlord may require Tenant
to comply with some or all of the items described on the “Permitting Checklist” of the “Zero-Emission Vehicles
in California: Community Readiness Guidebook” referred to in Section 1952.7, at Tenant’s sole cost and expense.


 


(t)
If any provision of this Section is determined to conflict with the requirements of Section 1952.7, the provision shall be modified
to the least extent possible to comply with the requirements of Section 1952.7 and except as modified such provision shall remain
in full force and effect.


 


GENERALLY


 


Landlord
reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and
further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety,
care and cleanliness of the Project, and for the preservation of good order therein, as well as for the convenience of other occupants
and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant,
but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor
prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall
be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the
Premises.


 




    	 	33	 



     

    

 


EXHIBIT
D


 


Form
of HazMat Certificate


 


General
Information


 


Name
of Responding Company: _______________________________________________________________________


 


Mailing
Address: __________________________________________________________________________________


 


Signature: _______________________________________________________________________________________


 


Title: __________________________________
                            Phone: _______________________________________


 


Date:
_________________________ Age of Facility: _____________________ Length of Occupancy: ______________


 


Major
products manufactured and/or activities conducted on the property: ______________________________________


 


________________________________________________________________________________________________ 


________________________________________________________________________________________________


 


	Type
    of Business Activity(ies):	 	Hazardous
    Materials Activities:
	(check
    all that apply)	 	(check
    all that apply)
	 	 	 
	_________ machine
    shop	 	_________ degreasing
    – chlorinated solvent? _____Y _____ N
	_________ light
    assembly	 	_________ chemical/etching/milling
	_________ research
    and development	 	_________ wastewater
    treatment
	_________ product
    service or repair	 	_________ painting
	_________ photo
    processing	 	_________ striping
	_________ automotive
    service and repair	 	_________ cleaning
	_________ manufacturing	 	_________ printing.
    Water based? _____ Y _____ N
	_________ warehouse	 	_________ analytical
    lab
	_________ integrated/printed
    circuit	 	_________ plating
	_________ chemical/pharmaceutical
    product	 	_________ chemical/missing/synthesis
	 	 	_________ silkscreen
	 	 	_________ lathe/mill
    machining
	 	 	_________ deionizer
    water product
	 	 	_________ photo
    masking
	 	 	_________ wave
    solder
	 	 	_________ metal
    finishing


 


HAZARDOUS
MATERIALS/WASTE HANDLING AND STORAGE


 


A.
Are hazardous materials handled on any of your shipping and receiving docks in container quantities greater than one gallon?
_____ Yes    _____ No


 


B.
If Hazardous materials or waste are stored on the premises, please check off the nature of the storage and type(s) of materials
below:


 


	Types
    of Storage Container	 	Type of Hazardous Materials and/or Waste Stored
	(list
    above-ground storage only)	 	 
	 	 	 
	_________ 1
    gallon or 3 liter bottles/cans	 	_________ acid
	_________ 5
    to 30 gallon carboys	 	_________ phenol
	_________ 55
    gallon drums	 	_________ caustic/alkaline
    cleaner
	_________ tanks	 	_________ cyanide
	 	 	_________ photo
    resist stripper
	 	 	_________ paint
	 	 	_________ flammable
    solvent
	 	 	_________ gasoline/diesel
    fuel
	 	 	_________ chlorinated
    solvent
	 	 	_________ oil/cutting
    fluid





 






    	 	34	 



     

    

 


Are
the hazardous materials being used/mixed on site or just stored for distribution? _______________________________


 


If
drums or tanks are used specify what materials are stored in the 55-gallon drums or tanks __________________________


 _______________________________________________________________________________________________





 


 


If
chlorinated solvents are used please specify which chlorinated solvents are used, how they are used and in what volumes


_______________________________________________________________________________________________




 


_______________________________________________________________________________________________




 


 


	C.	Do you accumulate hazardous waste onsite?  _____
    Yes _____
    No




 


If
yes, how is it being handled?


 


_________ on-site
treatment or recovery


_________ discharged
to sewer


_________ hauled
offsite If hauled offsite, by whom


_________ incineration


 


	D.	Indicate your hazardous waste storage status:




_________ generator
________ SQG _________ LQG


_________ interim
status facility


_________ permitted
TSDF


_________ none
of the above


 


WASTEWATER
TREATMENT/DISCHARGE


 


	A.	Do you discharge industrial wastewater to:  




 


_________ sewer


_________ storm
drain


_________  surface
water


_________  no
industrial discharge


 


	B.	Is your industrial wastewater treated before
discharge?                                  _____ Yes _____ No




 


If yes, what type of treatment is being conducted?    


 


_________ neutralization


_________  metal
hydroxide formation


_________  losed-loop
treatment


_________ cyanide
destruct


_________  HF
treatment


_________ other 


 


	C.	Do you have an oil/water separator or
    clarifier?                   
                                _____ Yes _____ No





 


SUBSURFACE
CONTAINMENT OF HAZARDOUS MATERIALS/WASTES


 


	A.	Are buried tanks/sumps being used for any of the following:




 


_________ hazardous
waste storage


_________ chemical
storage


_________ gasoline/diesel
fuel storage


_________ waste
treatment


_________ wastewater
neutralization


_________ industrial
wastewater treatment


_________ none of the above


 




    	 	35	 



     

    

 


	B.	If buried tanks are located onsite, indicate their construction:




 


_________steel                                          
_________ fiberglass                          _________ concrete


_________
inside open vault                             _________ double walled


 


	C.	Are hazardous materials or untreated industrial wastewater
transported via buried piping to tanks, process areas or treatment areas? _________ Yes _________ No




 


	D.	Do you have wet floors in your process areas?
    _________ Yes _________ No




 


If
yes, name processes: ____________________________________________________


 


	E.	Are abandoned underground tanks or sumps located on
the property? _________ Yes _________No




 


HAZARDOUS
MATERIALS SPILLS


 


	A.	Have hazardous materials ever spilled to:




 


_________ the
sewer


_________ the
storm drain


_________onto
the property


_________ no
spills have occurred


 


	B.	Have you experienced any leaking underground tanks or
sumps? _________ Yes _________ No




 


	C.	If spills have occurred, were they reported?
    _________ Yes _________ No




 


Check
which the government agencies that you contacted regarding the spill(s):


 


_________ Department
of Health Services


_________ Department
of Fish and Game


_________ Environmental
Protection Agency


_________ Regional
Water Quality Control Board


_________ Fire Department


 


	D.	Have you been contacted by a government agency regarding
soil or groundwater contamination on your site?




 


_________ Yes
_________ No


 


Do
you have exploratory or monitoring wells onsite? _________ Yes _________ No


 


If
yes, indicate the following:


 


Number
of wells: _________           Approximate depth of wells: _________          Well diameters:_________


 


PLEASE
ATTACH ENVIRONMENTAL REGULATORY PERMITS, AGENCY REPORTS THAT APPLY TO YOUR OPERATION AND HAZARDOUS WASTE MANIFESTS.


 


Check
off those enclosed:


 


_________ Hazardous
Materials Inventory Statement, HMIS


_________ Hazardous
Materials Management Plan, HMMP


_________
Regulatory Agency , Facility Inspection Report


_________ Underground
Tank Registrations


_________ Industrial
Wastewater Discharge Permit


_________ Hazardous
Waste Manifest


 




    	 	36	 



     

    

 


Exhibit
E


 


Addendum
to Standard Industrial Lease (the "Lease")


Between
The Realty Associates Fund VIII, L. P., a Delaware limited partnership ("Landlord") and 

REVIV3 PROCARE COMPANY, a Delaware
corporation ("Tenant")


 


It
is hereby agreed by Landlord and Tenant that the provisions of this Addendum are a part of the Lease. If there is a conflict between
the terms and conditions of this Addendum and the terms and conditions of the Lease, the terms and conditions of this Addendum
shall control. Capitalized terms in this Addendum shall have the same meaning as capitalized terms in the Lease, and, if a Work
Letter Agreement is attached to this Lease, as those terms have been defined in the Work Letter Agreement.


 


1.
Rent Abatement. Landlord hereby agrees to conditionally waive the Monthly Base Rent due for the Second (2nd)
month of the initial Lease term. No amounts due to Landlord under the Lease other than the Base Rent referred to above shall be
conditionally waived. In the event Tenant commits a default as defined in the Lease, Base Rent coming due thereafter shall not
be waived, and all Base Rent that Landlord conditionally waived in the past shall be immediately due and payable by Tenant to
Landlord without notice or demand from Landlord. If the Lease expires in accordance with its terms, and does not terminate as
a result of a default by Tenant, Landlord agrees to permanently waive the Base Rent it has conditionally waived.


 


2.
Tenant Improvement. Landlord hereby grants to Tenant an “Improvement Allowance” of seven thousand one hundred
thirty nine and 00/100 dollars ($7,139.00), which Improvement Allowance shall be used only for improvements to the interior of
the Premises (the “Improvements”). Improvements shall be made in accordance with paragraph 13. of the Lease. Tenant
shall have the right to apply said Allowance toward the costs associated with all design, permitting and construction fees associated
with improvements. Said Allowance shall be available to Tenant through December 31, 2017. All Tenant Improvements to be mutually
agreed upon by Landlord and Tenant. Landlord to reimburse Tenant for the actual out-of-pocket costs it pays to unrelated third
parties for the initial design, installation and construction of the improvements. In no event shall Landlord be obligated to
make disbursements which exceed the improvement Allowance. Prior to Landlord making a disbursement, Tenant shall deliver to Landlord:
(A) a request for payment, approved by Tenant, in a form which is reasonably acceptable to Landlord which shows the percentage
of completion by trade of the Improvements; (B) paid invoices from all of Tenant’s Agents (as defined below), for labor
rendered and materials delivered with respect to such payment request in an amount not less than the amount of the Improvement
Allowance Tenant has requested be reimbursed; Within thirty (30) days after Landlord has received all of this information, Landlord
shall deliver a check to Tenant in an amount equal to the actual monies paid by Tenant to Tenant’s Agents with respect to
such payment request.


 


[Remainder
of this page left intentionally blank.]


 




    	 	37	 



     

    

 


IN
WITNESS WHEREOF, the parties hereto have respectively executed this Addendum.


 


LANDLORD:


 


The
Realty Associates Fund VIII, L.P.,


a
Delaware limited partnership


 


	By:	Realty
    Associates Fund VIII LLC	 
	 	a
    Massachusetts limited liability company, General Partner	 
	 	 	 	 	 
	 	By:	TA
    Realty, LLC,	 
	 	 	a
    Massachusetts limited liability company, Manager	 
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Officer	 


 


TENANT:


 


REVIV3
PROCARE COMPANY


a
Delaware corporation


 


	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	 	(print
    name)	 
	 	 	 
	Its:	 	 
	 	(print
    title)	 


 




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