Exhibit 10.1



 


STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
LEASE - NET 


AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 


 





 


1. Basic Provisions ("Basic Provisions").
 


 


1.1          
Parties: This Lease ("Lease"), dated for reference purposes only, October 10, 2011, is made by and between OLEN
COMMERCIAL REALTY CORP., A NEVADA CORPORATION ("Lessor") and ALLDIGITAL, INC.,
A CALIFORNIA CORPORATION ("Lessee"), (collectively the "Parties", or individually a "Party"). 


 


1.2(a)       Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by
Lessor under the terms of this Lease, commonly known by the street address of 220 Technology Drive, Suite 100, located in the City
of Irvine, County of Orange, State of California, with zip code 92618, as outlined on Exhibit A and Exhibit A-1 attached hereto
("Premises") and generally described as (describe briefly the nature of the Premises): a portion of a multi-tenant
Building within the Project known as Spectrum Technology Center. In addition to Lessee’s rights to use and occupy the Premises
as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter
specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises
(“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land
upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the
“Project” (See also Paragraph 2). 


 


1.2(b)     
Parking: Lessee’s prorata share (4:1,000) of unreserved vehicle parking spaces ("Unreserved Parking Spaces");
and -0- reserved vehicle parking spaces ("Reserved Parking Spaces"). (Also see Paragraph 2.6.) 


 


1.3          Term:
Five (5) years and -0- months ("Original Term") commencing January 1, 2012 ("Commencement Date")
and ending December 31, 2016 ("Expiration Date"). (Also see Paragraph 3.) 


 


1.4          Early
Possession: Effective November 15, 2011 ("Early Possession Date"). (Also see Paragraphs 3.2 and 3.3.) 


 


1.5          Base
Rent: $6,905.55 per month ("Base Rent") (See Addendum C for Rent Adjustments) plus $3,391.32 Common Area Operating
Expenses (see Addendum A, Item D) for a total Monthly Remittance of $10,296.87 payable on the first day of each month
commencing January 1, 2012 (Also see Paragraph 4.) 


 


	a. 		Landlord’s Mailing Address: 7 Corporate Plaza, Newport Beach, CA 92660  



 


	b. 		Tenant’s Mailing Address: 220 Technology Drive, Suite 100, Irvine, CA 92618  



 


	c. 		RENT CHECKS ARE DUE ON THE FIRST OF EACH MONTH. Please remit Rent Payments to:   
	 	 	Olen Commercial Realty Corp., Unit
                                                        Q, P. O. Box 51915, Los Angeles, CA 90051-6215  
	 	 	LESSOR DOES NOT INVOICE ON A MONTHLY BASIS. 



 


1.6          Lessee’s
Share of Common Area Operating Expenses: 14.83 percent (14.83%) (Lessee’s Share”). 


 


1.7.          Base
Rent and Other Monies Paid Upon Execution: 


 


	(a) 		Base Rent: $6,905.55 for the period January 1-31, 2012  



	(b) 		Common Area Operating Expenses: $3,391.32 for the period January 1-31, 2012  



 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


   




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	(c) 		Security Deposit: $11,163.58 (Security Deposit”). (See also Paragraph
5)  



	(d) 		Other: $7,650.52 credit for Security Deposit transferred from existing Lease
(see Article 5 herein)  



	(e) 		Total Due Upon Execution of this Lease: $13,809.93  



 


1.8          Agreed
Use: General office as approved by the City of Irvine (See also Paragraph 6) 


 


1.9          Insuring
Party. Lessor is the "Insuring Party". (Also see Paragraph 8.) 


 


1.10        Real
Estate Brokers: (See also Paragraph 15) 


 


(a)          Representation:
The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction (check
applicable boxes): 


 


N/A  represents Lessor exclusively ("Lessor's
Broker");  


N/A represents Lessee exclusively ("Lessee's
Broker"); or  


N/A represents both Lessor and Lessee
("Dual Agency"). (Also see Paragraph 15.)  


 


(b)          Payment
to Brokers. Upon the execution of this Lease by both Parties and occupancy of the Premises by Lessee, Lessor shall pay to the
Brokers the brokerage fee agreed to in a separate written agreement.  


 


1.11          Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed by N/A ("Guarantor"). (Also see Paragraph
37.) 


 


1.12          Addenda
and Exhibits. Attached hereto are Addenda A, B, C and Exhibits A, A-1, all of which constitute a part of this Lease. 


 


2.          Premises,
Parking and Common Areas. 


 


2.1          Letting.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all
of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size
square footage set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree
is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less. 


 


2.2          Condition.
Lessor shall deliver that portion of the Premises contained within the Building (“Unit”) to Lessee broom clean
and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”),
and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems
(“HVAC”), loading doors, if any, and all such other elements in the Unit, other than those constructed by Lessee,
shall be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of
the Unit shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, or if one of such
systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation
with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense.
The warranty period shall be as follows: 30 days as to all Building systems and other elements of the Unit, except for latent or
structural defects. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any
such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for
the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls (see Paragraph 7)). 


  


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


    



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


 


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


 


(b)          If
such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated
seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable
to the Premises pursuant to the formula set out in Paragraph 7.1(d); provided, however, that if such Capital Expenditure is required
during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies
Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure.
If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds
and deduct same, with interest, from Rent until Lessor’s share of such costs have been fully paid. 


 


(c)          Notwithstanding
the above, the provisions concerning Capital Expenditure are intended to apply only to non-voluntary, unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change
in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully responsible for the cost thereof,
and Lessee shall not have any right to terminate this Lease. 


 


2.4          Acknowledgements.
Lessee hereby acknowledges: (a) that it has been advised by Lessor and/or Broker(s) to satisfy itself with respect to the condition
of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects,
and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s
intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters, is satisfied with reference
thereto, and assumes all responsibility therefor as the same relate to Lessee's occupancy of the Premises and/or the terms of this
Lease; and (c) that neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no
representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises,
and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 


 


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


 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


    



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2.6          Vehicle
Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph
1 .2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking
spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles
or pick-up trucks, herein called "Permitted Size Vehicles”. Lessor may regulate the loading and unloading of
vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be
parked in the Common Area without the prior written permission of Lessor. 


 


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


 


(b)          Lessee
shall not service or store any vehicles in the Common Areas. NO OVERNIGHT PARKING SHALL BE ALLOWED; AT LESSOR'S DISCRETION, VIOLATORS
MAY BE TOWED AT VEHICLE OWNER'S EXPENSE. 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


    



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


 


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


 


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


 


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


 


3.          Term. 


 


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


 


3.2          Early
Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base
Rent and Common Area Operating Expenses shall be abated for the period of such early possession. All other terms of this Lease,
(Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any
such early possession shall not affect the Expiration Date. 


 


Lessor agrees to grant
Lessee rent-free Early Possession of said Premises, the date to be November 15, 2011. Lease payments shall not commence until January
1, 2012. Lessee agrees to hold Lessor harmless from any liability or responsibility for damages to any of Lessee’s personal
property, or for any loss suffered by Lessee through vandalism, theft, or destruction of said personal property by fire or other
causes during this Early Possession period. It is agreed by Lessee and Lessor that all the terms and conditions of the Lease are
to be in full force and effect, except as to rent, as of the date of Lessee's possession of subject Premises. 


 


3.3          Delay
In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee
by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject
to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to
pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within 60
days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period,
cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not
received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. Except as otherwise provided, if
possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent
abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period
equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions
of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date, this Lease shall terminate
unless other agreements are reached between Lessor and Lessee, in writing. 


 


4.          Rent. 


 


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


 


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


 


(a)          "Common
Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership
and operation of the common areas of the Project, including, but not limited to, the following: 


 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


  



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



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



	 		(bb) Exterior signs and any tenant directories.  



	 		(cc) Fire detection and sprinkler systems.  



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



	(iii) 		Trash disposal, pest control services, property management and security services and
the costs of any environmental inspections.  



	(iv) 		Reserves set aside for maintenance and repair of Common Areas.  



	(v) 		Real Property Taxes (as defined in Paragraph 10.2)  



	(vi) 		The cost of the premiums for the insurance policies maintained by Lessor under Paragraph
8 hereof.  



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



	(viii) 		The cost of any Capital Expenditure to the Building or the Project not covered under
the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a
reasonable period and Lessee shall not be required to pay more than Lessee’s Share of the cost of such Capital Expenditure
in any given month.  



	(ix) 		Any other services to be provided by Lessor that are stated elsewhere in this Lease
to be a Common Area Operating Expense.  



 


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


 


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


 


(d)          Lessee's
Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement of actual
expenses is presented to Lessee. At Lessor's option, however, an amount may be estimated by Lessor from time to time of Lessee's
Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate, during
each 12-month period of the Lease term, on the same day as the Base Rent is due hereunder. Lessor will attempt to deliver to Lessee
within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessee's Share of the actual
Common Area Operating Expenses incurred during the preceding year. If Lessee's payments under this Paragraph 4.2(d) during said
preceding year exceed Lessee's Share as indicated on said statement, Lessee shall be credited the amount of such overpayment against
Lessee's Share of Common Area Operating Expenses next becoming due. If Lessee's payments under this Paragraph 4.2(d) during the
preceding year were less than Lessee's Share as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency
within 10 days after delivery by Lessor to Lessee of the statement. 


 


4.3          Payment.
Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which
is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent
shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate
in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the
balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or
other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25
in addition to any late charges which may be due. 






 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


 



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5.          Security
Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as Security for Lessee's faithful performance
of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor
for any liability, cost, expense, loss or damage (including, but not limited to, past or future rent) which Lessor may suffer or
incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after
written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by
this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional
monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased
Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material
change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security
Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises
may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial
condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies
with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change
in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14
days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and
otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion
of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust,
to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. Lessee hereby expressly waives any and
all rights it may have with respect to a security deposit under California Civil Code Section 1950.7(c), or any similar, related
or successor provision of law.  


NOTE: Security Deposit shall not be applied
toward the last month's rent. In no event shall the Security Deposit
on hand be less than an amount equal to the last month's remittance. 


 


Lessor shall transfer $7,650.52 of Lessee's
existing Security Deposit for 2821 McGaw Avenue, Irvine, CA 92614 to apply toward the Security Deposit due for this Lease. Should
there be any damage, unusual wear and tear to the Premises or other charges normally deducted from the Security Deposit as set
forth in the Lease at 2821 McGaw Avenue, Irvine, CA 92614 when Lessee vacates that Premises, then Lessor shall have the right to
deduct the amount of such damages from Lessee's Security Deposit for this Lease and Lessee agrees to immediately pay Lessor the
amount deducted to make the Security Deposit for this Lease equal to the last month's remittance. 


 


6.          Use. 


 


6.1          Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto,
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage,
waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably
withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair
the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly
more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written
notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 


  


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


  



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6.2          
Hazardous Substances. 


 


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


 


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


 


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


 


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


 


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


 


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






 


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


 


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


 


6.4          Inspection;
Compliance. Lessor and Lessor's “Lender” (as defined in Paragraph 30) and consultants shall have the right
to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, after reasonable notice, for
the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any
such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or
be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse
Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.  


 


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


 


7.1          Lessee's
Obligations. 


 


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


  


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


 


7.2          Lessor's
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses),
6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant
to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior
bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking
lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof,
as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2.  Lessor shall,
at Lessee's sole expense, procure and maintain quarterly maintenance contracts, and repair or replace the HVAC equipment as needed,
in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment
and improvements, if any, if and when installed on the Premises: (i) HVAC equipment (“HVAC Service”). 
Said costs may, at the Lessor’s discretion, be billed in accordance with Article 4.2 pertaining to Common Area Operating
Expenses.  Lessee hereby acknowledges and agrees that the HVAC Service does not include service or comfort calls (outside
of the quarterly maintenance) for which the Lessee is responsible at Lessee’s sole cost and expense. Any hot/cold comfort
service requests, including any and all ducting issues that are not brought to the attention of Lessor in writing within 30 days
of Lease Commencement shall be the direct responsibility of Lessee and shall be billed directly to Lessee after the request has
been fulfilled. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be
obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit
of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 


 


It is the intention of the Parties that the
terms of the Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly
waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 


 


7.3          Utility
Installations; Trade Fixtures; Alterations. 


 


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


 


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






 


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


 


7.4          Ownership;
Removal; Surrender; and Restoration. 


 


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


 


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


 


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


 


8.          Insurance;
Indemnity. 


 


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






 


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8.2          Liability
Insurance. 


 


(a)          Carried
by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor
as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence
basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less
than $2,000,000, an "Additional Insured-Managers or Lessors of Premises Endorsement” and contain the "Amendment
of the Pollution Exclusion Endorsement” 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 Lessee's indemnity obligations under this Lease.
The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance
shall be considered excess insurance only. 


 


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


 


8.3          Property
lnsurance - Building, Improvements and Rental Value. 


 


(a)          Building
and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss
payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall
be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any
Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee-Owned Alterations and
Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee under Paragraph 8.4. If the coverage
is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage
(except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises
as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any co-insurance
clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount
by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest
to where the Premises are located. 


 


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


 


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


 


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


 


8.4          Lessee's
Property; Business Interruption Insurance.  


 


(a)          Property
Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and
Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of
not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal
property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence
that such insurance is in force. 


 


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






 


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


 


8.5          Insurance
Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where
the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B+, V,
as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender.
Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the
Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts
of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days' prior written notice
to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or
"insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee,
which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length
of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required
to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 


 


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


 


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


 


8.8          Exemption
of Lessor from Liability. Unless due to negligence or willfull misconduct on the part of Lessor or its agents, Lessor shall
not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees,
contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results
from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from
conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall not
be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce
the provisions of any other lease in the Project. Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under
no circumstances be liable for injury to Lessee's business or for any loss of income or profit therefrom. 


 


9.          Damage
or Destruction. 


 


9.1          Definitions. 


 


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






 


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


 


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


 


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


 


(e)          "Hazardous
Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination
by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises. 


 


9.2          Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election,
make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage
was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not
commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof,
within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate
assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably
possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless
elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable
with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this
Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair
any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding
that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if
made by either Party. 


 


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






 


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


 


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


 


9.6          Abatement
of Rent; Lessee's Remedies. 


 


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


 


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


 


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


 


9.8          Waive
Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the
Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the
extent inconsistent herewith. 


 


10.          Real
Property Taxes. 


 


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






 


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


 


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


 


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


 


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


 


11.           Utilities.
Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to
the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s
sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered
utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or
an increase in the number of times per month that the dumpster is emptied, then Lessor may increase Lessee’s Base Rent by
an amount equal to such increased costs. 


 


12.          Assignment
and Subletting. 


 


12.1          Lessor's
Consent Required. 


 


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


 


(b)          A
change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or
more of the voting control of Lessee shall constitute a change in control for this purpose. 


 


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






 


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


 


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


 


12.2          Terms
and Conditions Applicable to Assignment and Subletting. 


 


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


 


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


 


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


 


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


 


(e)          Each
request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination
as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or 10% of the current
monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease whichever
is greater, as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other
or additional information and/or documentation as may be reasonably requested. 


 


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


 


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


 


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






 


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


 


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


 


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


 


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


 


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


 


13.          Default;
Breach; Remedies. 


 


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


 


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


 


(b)          The
failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor
or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this
Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written
notice to Lessee. 


 


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


 


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






 


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


 


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


 


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


 


13.2          Remedies.
If Lessee fails to perform any affirmative duties or obligations, within 10 days after written notice (or in case of an emergency,
without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses
of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor
by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its own option, may require all future payments to
be made by Lessee to be by cashier's check. In the event of a Breach, Lessor may, with or without further notice or demand, and
without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: 


 


(a)          Terminate
Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been
earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any
other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the
cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable
to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately
preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District
within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's
Breach of this Lease shall not waive Lessor's right to recover damages under this Paragraph 12. If termination of this Lease is
obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid
Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit.
If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform
or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such
case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the
failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer
and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. 






 


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


 


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


 


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


 


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


 


13.5          Interest.
Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such
as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the
date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest
(“Interest”) charged shall be equal to the prime rate reported in the Wall Street Journal as published closest
prior to the date when due plus 4%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the
potential late charge provided for in Paragraph 13.4. 


 


13.6          Breach
by Lessor. 


 


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


 


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


 


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


 


15.          Brokerage
Fees. 


 


15.1          Additional
Commission. In addition to the payments owed pursuant to Paragraph 1.10(b) above, Lessor shall pay Brokers (as set forth in
1.10(a)) Additional Commission only in accordance with Lessor’s commission schedule in effect at the time of the execution
of this Lease. 


 


15.2          Assumption
of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor’s obligation
hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay
to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue interest.
In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice
to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within ten (10) days after said notice, Lessee shall
pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a
third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited
purpose of collecting any brokerage fee owed. 


 


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


 


16.          Estoppel
Certificates. 


 


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


 


(b)          If
the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party
may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may
be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii)
if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrances
may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth
of the facts contained in said Certificate. 






 


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


 


17.          Definition
of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer
of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment and delivery
of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants
in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Notwithstanding the above,
and subject to the provisions of Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessor’s
interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining
to Hazardous Substances as outlined in Paragraph 6.2 above. 


 


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


 


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


 


20.          Limitation
on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders,
and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect
to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, directors,
officers or shareholders, or any of their personal assets for such satisfaction. 


 


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


 


22.          No
Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents
and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character
and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any default or beach hereof by either Party. The liability
(including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance
by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability
shall not be applicable to any gross negligence or willful misconduct of such Broker. 


 


23.          Notices. 


 


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






 


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23.2          Date
of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall
be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United
States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the
same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered
upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered
via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business
day. 


 


24.          Waivers.
No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any
other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same of any other term, covenant
or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's
consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the
provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default
or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be
of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. 


 


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


 


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


 


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


 


(ii)          Lessee’s
Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s agent
even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent
acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity,
honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills
and care in performance of the agent’s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose
all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information
obtained from the other Party which does not involve the affirmative duties set forth above. 


 


(iii)          Agent
Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses,
can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the
Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the
Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b)
Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee,
the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept
rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered.
The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect
their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding
of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult
a competent professional. 






 


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(b)          Brokers
have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’
fees), of any Broker with respect to any breach of duty, error or omission relating to this Lease shall not exceed the fee received
by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall
not be applicable to any gross negligence or willful misconduct of such Broker. 


 


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


 


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


 


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


 


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


 


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


 


30.          Subordination;
Attornment; Non-Disturbance. 


 


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


 


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






 


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30.3          Non-Disturbance.
With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")
from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including
any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record
owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable
efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises.
In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s
option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 


 


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


 


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


 


32.          Lessor's
Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders,
or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such
activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary
"For Sale" signs and Lessor may at any time during the last 6 months of the term hereof place on the Premises
any ordinary "For Lease" signs. Lessee may at any time place on the Premises any ordinary “For Sublease”
sign. 


 


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


 


34.          Signs.
Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign
upon Project without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 


 


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


 


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


 


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37.          Guarantor. 


 


37.1          Execution.
The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate
Association, and each such Guarantor shall have the same obligations as Lessee under this Lease. 


 


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


 


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


 


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


 


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


 


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


 


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


 


39.4          Effect
of Default on Options. 


 


(a)          Lessee
shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing
until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given
Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices
of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the
Option. 


 


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


 


(c)          An
Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term, (i) Lessee fails to pay Rent for a period of 30 days after
such Rent becomes due (without any necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3 or more notices of
separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this
Lease. 


 


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






 


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


 


42.          Performance
Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under
the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment
"under protest" and such payment shall not be regarded as a voluntary payment and  


there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of
said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not
legally required to pay. 


 


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


 


44.          Counterparts.
This Lease may be executed in multiple counterparts, all of which shall constitute one and the same Lease. 


 


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


 


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


 


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


 


48.          Multiple
Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint
and several responsibility to comply with the terms of this Lease. 


 


49.          Waiver
of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or proceeding involving the
Property or arising out of this Agreement. 


 


50.          Terminology.
For purposes of this Lease the term “Landlord” shall be interchangeable with “Lessor” and the term “Tenant”
shall be interchangeable with “Lessee”. 


 


51.          Prior
Agreements; Amendments. This Lease contains all of the agreements of the parties with respect to any matter covered or mentioned
in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provisions
of this Lease may be amended or added to except by an agreement in writing signed by the parties or their respective successors
in interest. 


 


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






 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


  



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IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN
PREPARED FOR YOUR ATTORNEY'S REVIEW AND APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY
FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS
MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY
UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. IF THE SUBJECT PROPERTY IS IN A STATE
OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED. 


 


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


 


	Executed at Newport Beach, California	 	Executed at:  ________________________
	 	 	 
	 Date: ______________________________	 	 Date:  ______________________________
	 	 	 
	By LESSOR:	 	By LESSEE:
	 	 	 
	OLEN COMMERCIAL REALTY CORP.	 	ALLDIGITAL, INC., A CALIFORNIA
	A NEVADA CORPORATION	 	CORPORATION


 


	 By: 	/s/	 	 By:	/s/
	Name:  	Jayne Taylor	 	Name:  	Steve Smith
	Title:	Vice President/CFO	 	Title:	Chief Executive Officer


 


	Landlord’s Mailing Address: 	 	Tenant’s Mailing Address:
	7 Corporate Plaza	 	220 Technology Drive, Suite 100
	Newport Beach, CA 92660          	 	Irvine, CA 92618


 


	Rent Payment Address: 	Olen Commercial Realty Corp.
	 	Unit Q
	 	P. O. Box 51915
	 	Los Angeles, CA 90051-6215


 


	 Telephone/Facsimile: 949.644.6536 / 949.719.7200	 	 Telephone/Facsimile: (949)678-0292
	 Federal ID No. 88-0309052	 	 Federal ID No.  80-0452134






 


	/s/ ____________	 	/s/ ____________
	Lessor’s Initials	 	Lessee’s Initials


  






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