Exhibit



Exhibit 10.6



LEASE AGREEMENT


THIS LEASE AGREEMENT (this "Lease") is made and entered into as of July 7, 2016, by and between Lessor and Lessee, as defined below.  Lessor and Lessee are hereinafter sometimes individually referred to as “Party,” or collectively referred to as “Parties.”  Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, the Premises, as defined below, pursuant to all of the terms and conditions set forth below:


ARTICLE 1 - DEFINED TERMS, GENERAL CONDITIONS AND PREMISES


Section 1.1    Defined Terms and Covenants.  The terms listed below ("Defined Terms") shall have the following meanings throughout this Lease, and the covenants described in this Section 1.1 shall have the same effect as the terms and conditions of the Lease:


(a)    Lessor:        The Plaza CP LLC
a California limited liability company


(b)    Lessee:    A-Mark Precious Metals, Inc.
a California corporation


		
	(c)
	Premises:    The crosshatched space shown on Exhibit "C-2" attached hereto and to be commonly known as 2121 Rosecrans Avenue, Suite 6300, El Segundo, California.




		
	(d)
	Building:    The Building, all other buildings and office, commercial and retail space and all roads, walks, plazas, landscaped areas, improvements, facilities and common areas associated therewith, including the Parking Facilities (as hereinafter defined) shown on Exhibit "A-1" and the land legally described on Exhibit "A-2" (the property) on which the same are situated. 




		
	(e)
	Property:   That portion of Continental Park (depicted in Exhibit "A-3") described in Exhibit "A-2." 




		
	(f)
	Deemed Rentable Area of the Building:    456,323 square feet.  Subject to Exhibit "A-1."




		
	(g)
	Deemed Rentable Area of the Premises:     8,969 square feet.


Deemed Usable Area of the Premises:     7,666 square feet.


		
	(h)
	Intentionally Deleted 




		
	(i)
	Term and Option To Extend:   The Lease term shall be nine (9) years following the Commencement Date (the “Term”).  Notwithstanding the previous sentence, if this Lease does not commence on the first (1st) day of a calendar month, the Term will always terminate on the last day of the one hundred and eighth (108th) full calendar month following the Commencement Date.  Lessee shall have one (1) option to extend the Term for five (5) years, pursuant to Rider No. One attached hereto.




		
	(j)
	Commencement Date:   April 1, 2017.  Lessee shall have early access to the Premises, at no charge, as of March 20, 2017, for the purpose of installing furniture and equipment only, subject to (a) Lessee complying with all terms, conditions, covenants, rules and regulations of the Lease [other than payment of Rent] as of the date Lessee first occupies the Premises, including, but not limited to, the Article 14 insurance requirements and the Sections 14.1 and 35.15(e) indemnity protections, and (b) Lessee not interfering with Lessor’s construction of the Lessee Improvements.




		
	(k)
	Base Rental:    Lessee shall pay base rental for the Premises (“Base Rental”) as follows:




From April 1, 2017 through January 31, 2018:          $16,144.20 (subject to Section 35.32);


From February 1, 2018 through March 31, 2018:    $32,288.40 per month; 
From April 1, 2018 through March 31, 2019:    $33,257.05 per month;
From April 1, 2019 through March 31, 2020:    $34,254.76 per month;
From April 1, 2020 through March 31, 2021:    $35,282.40 per month;
From April 1, 2021 through March 31, 2022:    $36,340.87 per month;
From April 1, 2022 through March 31, 2023:    $37,431.10 per month;
From April 1, 2023 through March 31, 2024:    $38,554.03 per month;
From April 1, 2024 through March 31, 2025:    $39,710.65 per month; and
From April 1, 2025 through March 31, 2026:    $40,901.97 per month.
Subject to Articles 3 and 4.


		
	(l)
	Deposit:        Lessee shall pay Lessor a security deposit (the “Deposit”) of $40,901.97 in accordance with Article 5 of the Lease.




		
	(m)
	Intentionally Deleted




		
	(n)
	Use:    General Office.  Subject to Article 6.




		
	(o)
	Parking Privileges:    Lessee is authorized to take up to a maximum of thirty-six (36) parking permits.  Lessee must take a minimum of thirty (30) non-reserved permits.  Subject to Article 32.




		
	(p)
	Current Monthly Parking Permit Charges:    Reserved Permits at $135.00 / Non-Reserved Permits at $80.00 (subject to increases pursuant to Exhibit "F” attached hereto, except, however, in no event shall the parking charges increase prior to April 1, 2018).




		
	(q)
	Lessor’s Construction Allowance:  $536,620.00.  Lessor shall also provide Lessee with an additional sum of $1,149.90 for space planning costs. Any unused portion of the Lessor’s Construction allowance may be used by Lessee, following thirty (30) day advance written notice to Lessor, in an amount not to exceed fifty percent (50%) of the Base Rental due in a single month over the Term, and by no later than April 1, 2018, towards its monthly Basic Rent obligation.  Subject to Exhibit “C.”




		
	(r)
	Normal Hours:    Monday through Friday, from 7:30 a.m. to 6:30 p.m., Saturday, from 9:00 a.m. to 1:00 p.m., excepting state and/or federal holidays.  Lessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week.  Subject to Exhibit "D."




Section 1.2    General Conditions.


(a)    Unless this Lease provides for a contrary standard, whenever in this Lease the consent or approval of the Lessor or Lessee is required, such consent or approval shall not be unreasonably withheld, conditioned or delayed (except, however, with respect to any Lessor consent, for matters which could possibly have a material adverse effect on the Building's plumbing, heating, mechanical, life safety, ventilation, air conditioning or electrical systems, which could affect the structural integrity of the Building, or which could affect the exterior appearance of the Building, Lessor may withhold such consent or approval in its sole discretion but shall act in good faith); and


(b)    Unless a contrary standard or right is set forth in this Lease, whenever the Lessor or Lessee is granted a right to take action, exercise discretion, or make an allocation, judgment or other determination, Lessor or Lessee shall act reasonably and in good faith and take no action which might result in the frustration of the reasonable expectations of a sophisticated tenant and a sophisticated landlord concerning the benefits to be enjoyed under this Lease.


Section 1.3    Lease of Premises.  Lessor leases to Lessee, and Lessee leases from Lessor, the Premises.


ARTICLE 2 - TERM


Section 2.1    Effective Date.  This Lease shall become effective (the "Effective Date") upon the approval of the Lessor's lender on the Property and when signed by Lessor and Lessee (if lender's prior approval is required).  All of the terms, conditions, covenants, rules and regulations of the Lease (other than the payment of Rent) shall apply as of the Effective Date.


Section 2.2    Commencement Date.  The Term of this Lease and the Rent shall commence on April 1, 2017 (the "Commencement Date").


Section 2.3    Delay in Delivery of Premises.    If Lessor is unable to deliver possession of the Premises to Lessee on or before the Commencement Date, Lessor shall not be subject to any liability for its failure to do so. This failure shall not affect the validity of this Lease or the obligations of Lessee under it, but the Lease Term shall commence on the date on which Lessor delivers possession of the Premises to Lessee. The Lease Expiration Date shall be extended for a like period plus any additional period required to make the Lease Expiration Date the last day of the calendar month. Lessor shall use its commercially reasonable efforts to enforce its rights to possession of the Premises against any holdover tenant.  Notwithstanding the forgoing, if the Tenant Improvements are not Substantially Complete on or before the Commencement Date, Lessee shall be entitled to a rent abatement following the Commencement Date of $1,076.28 per day for every day beginning on the Commencement Date and ending on the date the Tenant Improvements are Substantially Complete.  Lessor and Lessee acknowledge and agree that: (i) the determination of Substantial Completion shall take into account the effect of Tenant Delays and the Commencement Date shall be postponed by the number of days the Completion Date is delayed due to events of Force Majeure.  If Lessor is unable to deliver possession of the Premises to Lessee by the sixtieth (60th) day following the scheduled Commencement Date (the "Outside Date"), then either Party shall have the right to terminate this Lease by providing the other Party with written notice thereof within five (5) business days following said Outside Date. 


Section 2.4    Notice of Commencement Date.   If Lessor is unable to deliver possession of the Premises to Lessee on the Commencement Date, then Lessor shall send Lessee notice of the occurrence of the Commencement Date in the form of the attached Exhibit "B," which notice Lessee shall acknowledge by executing a copy of the notice and returning it to Lessor.  If Lessee fails to sign and return the notice to Lessor within ten (10) days of receipt of the notice from Lessor, the notice as sent by Lessor shall be deemed to have correctly set forth the Commencement Date, absent manifest error.  Failure of Lessor to send such notice shall have no effect on the Commencement Date.


ARTICLE 3 - RENT


Section 3.1    Payment of Base Rental.  Lessee shall pay the Base Rental, in advance, without prior notice, demand or billing statement, on or before the first day of each calendar month during the entire Term.  Concurrently with Lessee's execution of this Lease and the submission thereof for Lessor's execution, Lessee shall pay to Lessor the Base Rental payable hereunder for one full calendar month of the Term as set forth in Section 1.1(k), which shall be applicable the first full month of Base Rental payments due under this Lease, and thereafter, until it has been fully applied.  On the Commencement Date, Lessee shall pay to Lessor the prorated Base Rental attributable to the month in which the Commencement Date occurs on a date other than the first day of a calendar month.


Section 3.2    Governmental Assessments.  In addition to the Base Rental, Lessee shall pay, prior to delinquency, (a) all personal property taxes, charges, rates, duties and license fees assessed against or levied upon Lessee's occupancy of the Premises, or upon any trade fixtures, furnishings, equipment or other personal property contained in the Premises (collectively, "Personal Property"), and (b) Lessee's Pro Rata Share (as defined in Section 4.1) of any governmental fees or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind whatsoever imposed or charged to the Premises or the Building for the first time from and after the Commencement Date (other than Taxes, as defined in Section 4.4(m), which shall be handled in accordance with the provisions of Article 4) (collectively, "Assessments").  Lessee shall cause such Assessments upon Personal Property to be billed separately from the property of Lessor.  Lessee hereby agrees to indemnify, defend and hold Lessor harmless from and against the payment of all such Assessments imposed upon Lessee’s Personal Property.


Section 3.3    Special Charges for Special Services.  Lessee agrees to pay to Lessor, within ten (10) days following written demand, all charges, including labor costs, for any services, goods and/or materials, which shall include Lessor's 5% administrative cost surcharge thereon, furnished by Lessor at Lessee's request which are not otherwise required to be furnished by Lessor under this Lease without separate charge or reimbursement.


Section 3.4    Definition of Rent.  Any and all payments of Base Rental (including any and all increases thereof) and any and all taxes, fees, charges, costs, expenses, insurance obligations, late charges, interest, and all other payments, disbursements or reimbursements which are attributable to, payable by or the responsibility of Lessee under this Lease (herein collectively referred to as the "Additional Rent"), constitute "rent" within the meaning of California Civil Code Section 1951(a).  Base Rental and Additional Rent are herein collectively referred to as "Rent."  Any Rent payable to Lessor by Lessee for any fractional month shall be prorated based on a three hundred sixty-five (365) day year.  All payments owed by Lessee under this Lease shall be paid to Lessor in lawful money of the United States of America at the Lessor's Address for Payment of Rent set forth in Section 34.1 or such other address as Lessor notifies Lessee in writing from time to time.  All payments shall be paid without deduction, setoff or counterclaim.


Section 3.5    Late Charge.  Lessee acknowledges that the late payment of Rent will cause Lessor to incur damages, including administrative costs, loss of use of the overdue funds and other costs, the exact amount of which would be impractical and extremely difficult to ascertain.  Lessor and Lessee agree that if Lessor does not receive a payment of Rent within five (5) days after the date that such payment is due, Lessee shall pay to Lessor a late charge (“Late Charge”) equal to ten percent (10%) of the delinquent amount, or the sum of twenty-five dollars ($25.00), whichever is greater, as liquidated damages for the damages which Lessor is likely to incur for the thirty (30) day period following the due date of such payment.  Further, all portions of Rent not paid within thirty (30) days following its due date and all Late Charges associated therewith shall bear interest at the Interest Rate (as defined below) beginning on the thirty-first (31st) day following the due date of such Rent and continuing until such Rent, Late Charges and interest are paid in full.  Acceptance of the Late Charge, and/or interest by Lessor shall not cure or waive Lessee's default, nor prevent Lessor from exercising, before or after such acceptance, any and all of the rights and remedies for a default provided by this Lease or at law or in equity.  Payment of the Late Charge and/or interest is not an alternative means of performance of Lessee's obligation to pay Rent at the times specified in this Lease.  Lessee will be liable for the Late Charge regardless of whether Lessee's failure to pay the Rent when due constitutes a default under this Lease.  Lessee shall pay Lessor a fee of $30.00 for each check that Lessor shall receive from Lessee that is not honored by the bank upon which it is drawn.  Furthermore, if any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all payments made by Lessee to Lessor over the next twelve (12) months to be by certified check, cashier’s check, money order, or wire transfer.  The term "Interest Rate" shall mean the lower of (a) the maximum interest rate permitted by law, or (b) ten percent (10%) per annum.  Whenever interest is required to be paid under this Lease, the interest shall be calculated from the date the payment was due (unless a late charge is assessed by Lessor, in which case the interest shall be calculated from the thirty-first (31st) day following the date the payment was due) or should have been due if correctly assessed or estimated (or any overcharge paid), until the date payment is made or the refund is paid or is credited against Rent next due.  However, there shall not be any credit against Rent unless expressly allowed by the terms of this Lease.


Section 3.6    Acceleration of Rent Payments.  In the event a late charge becomes payable pursuant to Section 3.5 of this Lease for three (3) payments of any one or more elements of Rent within a twelve (12) month period, then all subsequent Rent payments shall immediately and automatically become payable by Lessee quarterly, in advance, by cashier’s check, instead of monthly.


Section 3.7    Disputes as to Payments of Rent.  Lessee agrees to pay the Rent required under this Lease within the time limits set forth in this Lease.  If Lessee receives from Lessor an invoice or statement, which invoice or statement is sent by Lessor in good faith, and Lessee in good faith disputes whether all or any part of such Rent is due and owing, Lessee shall nevertheless pay to Lessor the amount of the Rent indicated on the invoice or statement, which in the case of Base Rental or operating expenses is in compliance with terms of this Lease,  until Lessee receives a final judgment from a court of competent jurisdiction (or when arbitration is permitted or required, receives a final award from an arbitrator) relieving or mitigating Lessee's obligation to pay such Rent.  In such instance where Lessee disputes its obligations to pay all or part of the Rent indicated on such invoice or statement, Lessee shall, concurrently with the payment of such Rent, provide Lessor with a letter or notice entitled "Payment Under Protest," specifying in detail why Lessee is not required to pay all or part of such Rent.  Lessee will be deemed to have waived its right to contest any past payment of Rent unless it has filed a lawsuit against Lessor (or when arbitration is permitted or required, filed for arbitration and has served Lessor with notice of such filing), and has served a summons on Lessor, within one (1) year of such payment.  Until an Event of Default by Lessee occurs beyond any applicable notice and cure period, Lessor shall continue to provide the services and utilities required by this Lease.


ARTICLE 4 – OPERATING EXPENSE ADJUSTMENTS


Section 4.1    Operating Expense Adjustments.  Operating Expense Adjustment.  Lessor and Lessee agree that in lieu of calculating the adjustments to Building operating expenses (which are passed through to lessees as additional Rent each year) for each year of the Term, Lessee shall pay to Lessor as additional Rent the sum of five cents ($0.05) per Rentable Square Foot of Premises per month beginning on the first (1st) day of the thirteenth (13th) full calendar month following the Commencement Date and increasing by five cents ($0.05) per Rentable Square Foot of Premises per month annually thereafter throughout the Term of the Lease.  Such amount shall be added to the amount of Base Rental payable hereunder.  Lessee's annual operating expense adjustments due hereunder are predetermined and not subject to adjustment; except, however, that in the event a Law should be enacted, by legislation or otherwise, that amends Proposition 13 for commercial properties, and as a result thereof Lessor’s property taxes shall be increased, then the Parties agree that Lessor shall be permitted to increase Lessee’s operating expenses, as of the effective date of the tax increase, to reimburse Lessor for said increased taxes, prorated amongst all tenants in the Building according to Lessee’s pro-rata square footage of Premises within the Building (“Pro Rata Share”).


ARTICLE 5 - SECURITY DEPOSIT


Section 5.1    Security Deposit.  Concurrently with Lessee's execution of this Lease and submission thereof for Lessor's execution, Lessee shall pay the security deposit (the “Deposit”) to Lessor indicated in Section 1.1(l), which Deposit shall be held by Lessor as security for the full and faithful performance of Lessee's covenants and obligations under the Lease.  The Deposit is not an advance Base Rental deposit, an advance payment of any other kind, or a measure of Lessor's damages in case of Lessee's default.  If Lessee fails to comply with the full and timely performance of any or all of Lessee's covenants and obligations set forth in this Lease, including, but not limited to, the provisions relating to the payment of Rent, the removal of property and the repair of resultant damage, after any applicable notice and cure period, then Lessor may, from time to time, upon notice to Lessee and without waiving any other remedy available to Lessor, use the Deposit, or any portion of it, to the extent necessary to cure or remedy such failure or to compensate Lessor for any or all out-of-pocket damages sustained by Lessor to the extent caused by Lessee's failure to comply fully and timely with its obligations pursuant to this Lease.  Lessee shall immediately pay to Lessor within three (3) business days of demand, the amount so applied in order to restore the Deposit to its original amount, and Lessee's failure to immediately do so shall constitute a default under this Lease.  If Lessee is in compliance with the covenants and obligations set forth in this Lease at the time which is sixty (60) days following the time of both the expiration (or earlier termination) of this Lease and Lessee's vacating of the Premises, Lessor shall return the Deposit to Lessee promptly thereafter.  Lessor shall not be required to maintain the Deposit separate and apart from Lessor's general or other funds, and Lessor may commingle the Deposit with any of Lessor's general or other funds.  Lessee shall not at any time be entitled to interest on the Deposit.  Lessee hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of the law, now or hereafter in effect, which (i) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Lessor may, in addition, claim those sums specified in this Article 5 above and/or those sums reasonably necessary to compensate Lessor for any loss or damage caused by Lessee’s default of this Lease, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code.


ARTICLE 6 - USE


Section 6.1    Restriction on Use.  Lessee shall not do or permit to be done in or about the Property, nor bring, keep or permit to be brought or kept therein, anything which is prohibited by the attached Exhibits "E" and "F" or by any standard form fire insurance policy or which will in any way increase the existing rate of, or affect, any fire or other insurance upon the Building or its contents.  Lessee shall place no equipment in the Premises, nor construct any improvements to the Premises, that shall exceed or otherwise impact the Building’s total live load capacity.  Lessee shall obtain Lessor’s prior written approval before placing any equipment in the Premises, or constructing any improvements to the Premises, that may exceed the Building’s total live load capacity (which approval may be conditioned upon Lessee’s satisfaction of all reasonable conditions imposed by Lessor, at Lessee’s sole cost and expense, to maintain the structural integrity of the Building, including, but not limited to, securing and submitting for Lessor’s review and approval all appropriate and necessary plans, specifications and engineering analysis of the proposed equipment and/or improvements).


Lessee, at Lessee's sole cost, shall comply with all Laws (as defined in Section 21.2) applicable to Lessee’s use or occupancy of the Premises, and with the requirements of any Board of Fire Underwriters or other similar body now or hereafter instituted, and shall also comply with any order, directive or certificate of occupancy issued pursuant to any Laws, applicable to Lessee’s use or occupancy of the Premises, including, but not limited to, any requirements of structural changes related to or affected by Lessee's acts, occupancy or use of the Premises. Notwithstanding the forgoing, Lessor shall be responsible for correcting any violations of Laws (including, but not limited to, the Americans with Disabilities Act) with respect to the Premises, the Building or the Property that arise out of the Tenant Improvements performed by Lessor and/or the condition of the Premises at the execution of this Lease. The final judgment of any court of competent jurisdiction or the admission of Lessee in any action against Lessee, whether or not Lessor is a party to such action, shall be conclusive as between Lessor and Lessee in establishing such violation.  Lessee shall not conduct retail operations from the Premises or use the Premises for medical or dental offices or for any other office purpose which is different from the office operations permitted by Lessor of its other tenants in the Building. Nothing herein shall require Lessee to perform any Alterations to comply with any Laws which require any capital improvements to the Building or the Property, unless such compliance is caused by Lessee Alterations, or other work by or on behalf of Lessee in the Premises (other than Tenant Improvements) or the acts or omissions of the Lessee.


Section 6.2    Compliance by Other Lessees.  Lessor shall not be liable to Lessee for the failure of any other occupant or tenant to conduct itself in accordance with the provisions of this Article 6, and Lessee shall not be released or excused from the performance of any of its obligations under this Lease in the event of any such failure; provided, however, that Lessor shall use commercially reasonable efforts (but not including the institution of legal proceedings) to cause such other tenants and occupants of the Property to comply with the provisions of this Article 6, to the extent such non-compliance materially and adversely interferes with Lessee's access to the Premises or use of the Premises for the purposes permitted under this Lease.


ARTICLE 7 - ALTERATIONS AND ADDITIONS


Section 7.1    Lessee's Rights To Make Alterations.  Following the date on which Lessee first occupies the Premises, Lessee, at its sole cost and expense, shall have the right upon receipt of Lessor's consent, to make alterations, additions or improvements to the Premises (“Alterations”) if such Alterations are made in accordance with this Article 7, are normal for general office use, do not adversely affect the utility or value of the Premises or the Building for future tenants, do not alter the exterior appearance of the Building, are not of a structural nature, do not require excessive removal expenses and are not otherwise prohibited under this Lease.  All such Alterations shall be made in conformity with the requirements of Section 7.2 below and at the option of Lessor with Lessor's contractors.  Once the Alterations have been completed, such Alterations shall thereafter be included within the designation of Lessee Improvements and shall be treated as Lessee Improvements.


Section 7.2    Installation of Alterations.  Provided the Lessor shall have previously given Lessee written approval and consent to Alterations, any Alterations installed by Lessee during the Term shall be done in strict compliance with all of the following:


(a)    No such work shall proceed without Lessor's prior approval of (i) Lessee's contractor(s); (ii) certificates of insurance from a company or companies approved by Lessor, furnished to Lessor by Lessee's Contractor(s), for combined single limit bodily injury and property damage insurance covering comprehensive general liability and automobile liability, in an amount not less than One Million Dollars ($1,000,000) per person and per occurrence and endorsed to show Lessor as an additional insured, and for workers' compensation as required by law, endorsed to show a waiver of subrogation by the insurer to any claims Lessee's contractor may have against Lessor, Lessor's agents, employees, contractors and other tenants of the Building (provided, however, nothing in this Section 7.2(a) shall release Lessee of its other insurance obligations hereunder); and (iii) detailed plans and specifications for such work;


(b)    All such work shall be done in a first-class workmanlike manner and in conformity with a valid building permit and all other permits and licenses when and where required, copies of which shall be furnished to Lessor before the work is commenced, and any work not acceptable to any governmental authority or agency having or exercising jurisdiction over such work, or not reasonably satisfactory to Lessor, shall be promptly replaced and corrected at Lessee's expense.  Lessor's approval or consent to any such work shall not impose any liability upon Lessor.  No work shall proceed until and unless Lessor has received at least ten (10) days’ notice that such work is to commence;


(c)    Lessee shall immediately reimburse Lessor for any reasonable out-of-pocket expense incurred by Lessor in reviewing and approving the plans and specifications for such work or by reason of any faulty work done by Lessee or Lessee's contractors, or by reason of delays caused by such work, or by reason of inadequate cleanup;


(d)    Lessee or its contractors will in no event be allowed to make plumbing, mechanical or electrical improvements to the Premises, or any structural modification to the Building without first obtaining Lessor's written consent, which Lessor can withhold in its sole and absolute discretion.  Lessee may not make changes to, or install, acoustical or integrated ceilings, or partitions over 5'10" in height without first obtaining Lessor's written consent;


(e)    All work by Lessee shall be scheduled through Lessor and shall be diligently and continuously pursued from the date of its commencement through its completion; 


(f)    Lessee shall obtain any bonds required by Lessor pursuant to Article 9 of this Lease; and


(g)     Lessee shall have the right, at Lessee’s cost, and upon at least ten (10) business days’ notice to Lessor, to make non-structural Alterations to the interior of the Premises which: (a) are not visible from the exterior of the Building, (b) do not affect or otherwise require modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems, (c) cost in the aggregate less than $20,000.00 in any 12 month period, (d) do not require a permit, (e) do not require excessive removal expenses, and (f) do not adversely affect the Common Areas, and provided Lessee delivers to Lessor written notice together with a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior to commencement of the work thereof, and the other conditions of this Article 7 are satisfied, other than the requirement of Lessor’s prior consent.  In addition, all Alterations shall be performed by duly licensed contractors or subcontractors reasonably acceptable to Lessor.  Proof of insurance reasonably required of Lessor shall be submitted to Lessor and Lessor reserves the right to impose reasonable rules and regulations for contractors and subcontractors.


Section 7.3    Alterations and Improvements - Treatment at End of Lease.  All Alterations and Lessee Improvements made by or for Lessee, whether temporary or permanent in character, made either by Lessor or Lessee, including, but not limited to, all air-conditioning or heating systems, paneling, lighting fixtures, cabling, partitions and railings (except movable furniture and equipment belonging to Lessee) shall become the property of the Lessor and shall remain upon, and be surrendered with, the Premises as a part thereof at the termination of this Lease, without compensation to Lessee; provided, however, that at the election of Lessor, exercisable by notice to Lessee, Lessee shall, at Lessee's sole expense, prior to the expiration of the Term (or within ten (10) days following the earlier termination of this Lease), remove from the Premises the Alterations (or that portion of the Alterations) required by Lessor to be removed, and repair all damage to the Premises caused by such removal.  Lessor shall have the right, upon reasonable notice to Lessee, to enter and fully inspect the entire Premises just prior to the expiration of the Term or earlier termination of this Lease to determine the condition of the Premises, and to ascertain what removals, if any, Lessor shall require of Lessee pursuant to the terms hereof.


All of Lessee's Personal Property, including, but not limited to, moveable furniture, trade fixtures and equipment, not attached to the Building or the Premises, shall be completely removed by Lessee prior to the expiration of the Term (or within ten (10) days following the earlier termination of this Lease), provided, however, that Lessee shall repair all damage caused by such removal prior to the expiration of the Term (or within ten (10) days following the earlier termination of this Lease), and provided further, that any of Lessee's Personal Property not so removed shall, at the option of Lessor, be deemed abandoned by Lessee and shall automatically become the property of Lessor (whereupon Lessor shall then be permitted to retain and/or dispose the same, or any part thereof, in any manner whatsoever, without liability to Lessee).  Lessee expressly, knowingly and intentionally waives and relinquishes any and all rights Lessee has under Sections 1993 through 1993.09 of the California Civil Code, and all other similar provisions of the law, now or hereafter in effect, which establish procedures commercial real property landlords must follow to dispose of property that remains on the Premises after a tenancy has terminated (collectively “Property Disposition Laws”) and further knowingly and intentionally releases Lessor from any duties and obligations Lessor may have under said Property Disposition Laws.


ARTICLE 8 - LESSEE'S REPAIRS AND CLEANING OBLIGATIONS


Section 8.1    Lessee's Repairs and Cleaning Obligations.  Lessee shall, at Lessee's sole cost and expense, keep the non-structural, interior portions of the Premises in good, clean and sanitary condition and repair at all times during the Term, reasonable wear and tear excepted.  Lessee's promise to keep the non-structural, interior portions of the Premises in good, clean and sanitary condition and repair shall survive the expiration or earlier termination of this Lease for sixty (60) days.  All damage or breakage to any part or portion within the Premises, and all damage or breakage to any portion of the Property caused by the willful or grossly negligent act or omission of Lessee or Lessee's authorized agents, employees, contractors, licensees, directors, officers, partners, or trustees, (collectively, "Lessee's Employees"), shall be promptly repaired or replaced by Lessee, at Lessee's sole cost and expense, to the reasonable satisfaction of Lessor. Lessor may make any repairs or replacements which are not made by Lessee within a reasonable amount of time (except in the case of emergency when such repairs or replacements can be made immediately), and charge Lessee for the cost of such repairs and replacements.  Lessee shall be solely responsible for the design and function of all specialized furniture, fixtures, lighting and equipment, whether or not installed by Lessor at Lessee's request.  Lessee waives all rights to make repairs or replacements to the Premises or to the Property at the expense of Lessor, or to deduct the cost of such repairs or replacements from any payment owed to Lessor under this Lease. If upon expiration or earlier termination of this Lease Lessee shall have failed to leave the Premises in good, clean and sanitary condition and repair, reasonable wear and tear excepted, then Lessor may use any portion of the Deposit necessary to reimburse Lessor for costs, charges and expenses incurred by Lessor for Lessee's failure to comply with its obligations stated herein. Should Lessee occupy the Premises for less than twelve (12) months, then to reimburse Lessor for the costs and expenses that Lessor will reasonably incur to steam-clean/shampoo or repair the carpet and touch-up paint the walls (as needed) in the Premises, to enable Lessor to re-let the Premises to a replacement tenant due to Lessee's premature vacancy, then Lessee shall pay Lessor all costs and expenses related thereto, and Lessor shall be permitted to use, but shall not be required to use, any portion or all of the Deposit for the same. 


ARTICLE 9 - NO LIENS BY LESSEE


Section 9.1    No Liens by Lessee.  Lessee shall at all times keep the Premises, the Building and the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or for Lessee.  At any time Lessee either desires or is required to make any Alterations, Lessor may, in addition to the provisions of Article 7, require Lessee, at Lessee's sole cost and expense, to obtain and provide to Lessor performance and payment bonds in a form and by a surety acceptable to Lessor and in an amount not less than one and one-half (1-1/2) times the estimated cost of such Alterations to insure Lessor against liability from mechanics' and materialman’s liens and to insure completion of the work and may also require such additional items or assurances as Lessor may deem reasonable or desirable.  Lessee agrees to indemnify, defend, protect, and hold Lessor harmless from and against any and all claims for mechanics', materialman’s or other liens in connection with any Alterations, repairs, or any work performed, materials furnished or obligations incurred by or for Lessee, which are not performed by the Lessor.  Lessor reserves the right to enter the Premises for the purpose of posting such notices of non-responsibility as may be permitted by law, or desired by Lessor.


ARTICLE 10 - LESSOR'S MAINTENANCE AND REPAIR OBLIGATIONS


Section 10.1    Scope of Lessor's Repairs.  Lessor shall maintain in good repair: (a) the structural elements and the public and common areas of the Building as the same may exist from time to time, (b) the HVAC, mechanical, electrical, plumbing, and fire life safety systems serving the Building, (c) the roof of the Building, (d) the exterior, including the windows of the Building, and (e) the elevators of the Building, except for wear and tear which is caused by the grossly  negligent or willful act or omission of Lessee or Lessee's Employees.  Lessor shall have no obligation to make repairs under this Article 10 until a reasonable time after receipt of written notice of the need for such repairs.  In no event shall any payments owed by Lessee under this Lease be abated on account of Lessor's failure to make repairs under this Article 10.


ARTICLE 11 - BUILDING SERVICES


Section 11.1    Standard Building Services.  As long as no Event of Default has occurred and is continuing, Lessor shall furnish the Premises with the standard building services and utilities as set forth in the attached Exhibit "D."


Section 11.2    Additional Services.  Lessee agrees to pay immediately on demand all reasonable charges imposed by the Lessor after notice to and consultation with Lessee, from time to time for all building services and utilities supplied to or used by Lessee in excess of or in addition to those standard building services and utilities which Lessor agrees to provide to Lessee in accordance with Exhibit "D" (said excess and additional building services and utilities are referred to as "Additional Services").  If Lessee is a habitual user of such Additional Services, Lessor may at any time cause a switch and/or metering system to be installed at Lessee's expense (which expense Lessee shall pay within ten (10) business days of receipt of an invoice from Lessor covering the cost of such switch or metering system and the installation thereof) to measure the amount of building services, utilities and/or Additional Services consumed by Lessee or used in the Premises.  Lessee agrees to pay Lessor, within five (5) business days, for all such Additional Services consumed as shown by said meters, at the rates charged for such services by the local public or private utility furnishing the same, if applicable, plus any additional expense incurred by Lessor in keeping records or accounts of the Additional Services so consumed.


Section 11.3    Lessor's Right to Cease Providing Services.  Lessor reserves the right in its sole and absolute discretion with respect to item (a) below, and in its reasonable discretion with respect to item (b) below, to reduce, interrupt or cease service of the heating, air conditioning, ventilation, elevator, plumbing, electrical systems, telephone systems and/or utilities services of the Premises, the Building or the Property, for any or all of the following reasons or causes:


(a)    any accident, emergency, governmental regulation, or Act of God, including, but not limited to, any cause set forth in Article 29; or 


(b)    the making of any repairs, replacements, additions, alterations or improvements to the Premises or the Property until said repairs, additions, alterations or improvements shall have been completed.


No such interruption, reduction or cessation of any such building services or utilities shall constitute an eviction or disturbance of Lessee's use or possession of the Premises or Property, or an ejection or eviction of Lessee from the Premises, or a breach by Lessor of any of its obligations, or entitle Lessee to be relieved from any of its obligations under this Lease, or result in any abatement of Rent, unless such condition continues for more than ten (10) consecutive days, in which event, Rent shall be abated until the condition no longer exists.  In the event of any such interruption, reduction, or cessation, Lessor shall use reasonable and continuous diligence to restore such service where it is within Lessor's reasonable control to do so.


ARTICLE 12 - ASSIGNMENT AND SUBLETTING


Section 12.1    Right to Assign and Sublease.  Lessor and Lessee recognize and specifically agree that this Article 12 is an economic provision, like Rent, and that the Lessor's right to recapture, and to share in profits, is granted by Lessee to Lessor in consideration of certain other economic concessions granted by Lessor to Lessee.  Lessee may voluntarily assign its interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premises, upon first obtaining Lessor's prior written consent, but only if (i) Lessee is not then in default of this Lease beyond any applicable notice and cure period, (ii) such assignment or sublease does not conflict with or result in a breach of the permitted Use of the Premises, and (iii) such proposed assignee or sublessee of Lessee's proposed assignment or sublease is not:


(a)    a governmental entity or an educational institution;


(b)    a person with whom Lessor has negotiated for space in the Building or in Lessor's other buildings in Continental Park during the twelve (12) month period ending with the date Lessor receives notice of such assignment, encumbrance or subletting;


(c)    a present tenant, or subtenant or assignee of tenant, in the Building or other space or building in Continental Park;


(d)    a person whose tenancy in the Building or other space or building in Continental Park would violate any exclusivity arrangement which Lessor has with any other space or building in Continental Park;


(e)    a person whose tenancy results in more people working at, or visiting, the Premises, than the number of people who worked at, or visited, the Premises at the time when Lessee was the sole occupant of the Premises; or


(f)    a person who is not comparable in quality, financial standing and business reputation to Lessee or whose business operations are not comparable to the business operations of the then tenants in the Building leasing space similar to the Premises.


Any assignment, encumbrance or sublease without Lessor's prior written consent shall be voidable, at Lessor's election, and shall constitute a default by Lessee.  No consent to an assignment, encumbrance or sublease shall constitute a further waiver of the provisions of this Article 12.


Section 12.2    Procedure for Assignment and Sublease/Lessor's Recapture Rights.  Lessee shall advise Lessor by notice of (a) Lessee's intent to assign, encumber or sublease this Lease, (b) the name of the proposed assignee or sublessee, and evidence reasonably satisfactory to Lessor that such proposed assignee or sublessee is comparable in quality, financial standing and business reputation to Lessee, and (c) the terms of the proposed assignment or subletting.  Lessor shall, within thirty (30) days of receipt of such notice, and any additional information requested by Lessor concerning the proposed assignee's or sublessee's financial responsibility, elect one of the following:


(i)    Consent to such proposed assignment, encumbrance or sublease;


(ii)    Refuse such consent, which refusal shall be on reasonable grounds; or


(iii)    Elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet for the proposed term of the sublease.  In the event that Lessor elects, pursuant to this subsection (iii), to terminate this Lease with respect to all or any portion of the Premises, Lessee shall have the right, during the ten (10) day period following Lessor's election, to rescind its notice of intent to assign or sublease, in which case termination of this Lease as a result thereof shall be of no effect.  If Lessee does not rescind its notice, and Lessor enters into a lease with the proposed assignee within one hundred twenty days (120) days thereafter, Lessor shall pay Lessee fifty percent (50%) of the base rental received from such assignee in excess of the Base Rental under this Lease.


Section 12.3    Conditions Regarding Consent to Sublease and Assignment.  As a condition for obtaining Lessor's consent to any assignment, encumbrance or sublease, Lessee must require that the rent payable by such assignee or sublessee is at least at the then current rental rates for the Premises or comparable premises in the Building, and, if Lessor so requests, shall require that the assignee or sublessee remit directly to Lessor on a monthly basis, all rent due to Lessee by said assignee or sublessee (and should Lessor not request that the assignee or sublessee remit directly to Lessor the rent due to Lessee, then the assignee or sublessee shall not make any payment to Lessor on behalf of Lessee).  Lessee shall pay upon demand Lessor's reasonable out-of-pocket processing costs and attorneys' fees incurred in determining whether to give such consent.  Notwithstanding any permitted assignment or subletting, Lessee shall at all times remain directly, primarily and fully responsible and liable for all payments owed by Lessee under this Lease and for compliance with all obligations under the terms, provisions and covenants of this Lease.  If for any proposed assignment or sublease, Lessee receives rent or other consideration (including, but not limited to, sums paid for the sale or rental of Lessee's personal property or sums paid in connection with the supply of electricity or HVAC), either initially or over the term of the assignment or sublease, in excess of the Base Rental required by this Lease, or, in the case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after adjustments for payments to brokers and all other related costs for the sublease, Lessee shall pay to Lessor as additional rent fifty percent (50%) of the excess of each such payment of rent or other consideration received by Lessee within five (5) days of its receipt.  Furthermore, for any proposed sublease, the sublease agreement (a) shall require Lessee and Sublessee to send Lessor copies of any and all notices concerning the Premises that either Party shall send to one another, and (b) shall require Sublessee to obtain a waiver of subrogation against Lessor from Sublessee's insurers.  Lessor's consent, if granted, to any assignment or sublease shall be deemed limited solely to said original assignment or sublease, and Lessor reserves the right to consent or to withhold consent with respect to any further or additional assignments, sublets or other transfers of the Lease.


Section 12.4    Termination of Sublease upon Lease Termination.  If at any time prior to the expiration or termination of an approved Sublease the Lease shall expire or terminate for any reason whatsoever (or Lessee's right to possession shall terminate without termination of the Lease), then the Sublease shall simultaneously expire and terminate. However, Sublessee agrees, at the election and upon the written demand of Lessor, and not otherwise, to attorn to Lessor for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Lease, with such reasonable modifications as Lessor may require (and if the Base Rental set forth in the Sublease is greater than the Base Rental set forth in the Lease then Sublessee agrees that the Base Rental set forth in the Sublease shall be substituted as the Base Rental to be paid to Lessor). The foregoing provisions of this Section 12.4 shall apply notwithstanding that, as a matter of law, the Sublease may otherwise terminate upon the termination of the Lease, and shall be self-operative upon such written demand of the Lessor, and no further instrument shall be required to give effect to said provisions; provided, however, Sublessee agrees to execute an attornment agreement, in the form and substance acceptable to Lessor, pursuant to which Sublessee confirms that the obligations owed to Lessee under the Sublease shall become obligations to Lessor for the balance of the term of the Sublease.


Section 12.5    Affiliated Companies/Restructuring of Business Organization.  Occupancy of all or part of the Premises by a parent or wholly-owned subsidiary company of Lessee or by a wholly-owned subsidiary company of Lessee's parent company (collectively, "Affiliated Companies") shall not be deemed an assignment or subletting provided that any such Affiliated Companies were not formed as a subterfuge to avoid the obligations of this Article 12.  


ARTICLE 13 – Left Intentionally Blank


ARTICLE 14 - INDEMNIFICATION; INSURANCE


Section 14.1    Indemnification.  Effective as of the Effective Date, Lessee shall, at its expense, protect, defend, indemnify and hold Lessor and Lessor's agents, contractors, licensees, employees, directors, officers, partners, trustees, affiliates, subsidiaries, successors, assigns, heirs, shareholders and members (collectively, "Lessor's Employees") and any and all of Lessor's lessors and mortgagees (whose names shall have been furnished to Lessee) harmless from and against any and all claims, to the extent caused by Lessee's use of the Premises, the Building or the Property, the conduct of Lessee's business, any activity, work or things done, permitted or allowed by Lessee in or about the Premises or the Property, Lessee's violation of any Law, or any gross negligence or willful misconduct of Lessee or Lessee's Employees. These indemnities shall survive the expiration or earlier termination of this Lease for a period of one year.  


Section 14.2    Insurance.  Effective as of the Effective Date, Lessee shall have the following insurance obligations: 


(a)Liability Insurance.  Lessee shall obtain and keep in full force a policy of commercial general liability and property damage insurance (including automobile, personal injury, broad form contractual liability and broad form property damage) under which Lessee is named as the insured and Lessor, and all of Lessor's lessors and mortgagees (whose names from time to time shall have been furnished to Lessee) are named as additional insureds under which the insurer agrees to indemnify, protect, defend, and hold Lessor, its managing agent and all such lessors and mortgagees harmless from and against any and all costs, expenses and liabilities arising out of or based upon the indemnification obligations of this Lease.  The minimum limits of liability shall be a combined single limit with respect to each occurrence of not less than Two Million Dollars ($2,000,000.00).  The policy also shall be primary coverage for Lessee and Lessor for any liability arising out of Lessee's and Lessee's Employees' use, occupancy, maintenance, repair and replacement of the Premises and all areas appurtenant thereto.  Such insurance shall provide that it is primary insurance and not "excess over" or contributory with any other valid, existing and applicable insurance in force for or on behalf of Lessor.  Not more frequently than once each year, if, in the reasonable opinion of Lessor's lender, the amount of public liability and property damage insurance coverage at that time is not adequate, Lessee shall increase the insurance coverage as required by either Lessor's lender;


(b)    Lessee's Property Insurance.  Lessee, at its cost, shall maintain on all of its Personal Property, Lessee Improvements and Alterations, in, on, or about the Premises, a policy of standard fire and extended coverage insurance, with theft, negligence, water damage, fire damage, vandalism and malicious mischief endorsements, to the extent of at least full replacement value or replacement cost without any deduction for depreciation.  Such proceeds shall be used by Lessee for the repair, replacement and restoration of such Personal Property, Lessee Improvements and Alterations.  The "full replacement value" of the improvements to be insured under this Article 14 shall be determined by the company issuing the insurance policy at the time the policy is initially obtained.  Not less frequently than once every three (3) years, Lessor shall have the right to notify Lessee that it elects to have the replacement value redetermined by an insurance company or insurance consultant.  The redetermination shall be made promptly and in accordance with the rules and practices of the Board of Fire Underwriters, or a like board recognized and generally accepted by the insurance company, and each Party shall be promptly notified of the results by the company.  The insurance policy shall be adjusted according to the redetermination;


(c)    Worker's Compensation.  Lessee shall maintain Worker's Compensation and Employer's Liability insurance as required by law with Employer's Liability limits as required by law;


(d)    Business Income.  Lessee shall maintain loss of income and business interruption insurance in such amounts as will reimburse Lessee for direct or indirect loss of earnings, attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or to the Building as a result of such perils, but in no event in an amount less than the Rent and all additional rent payable hereunder for twelve (12) months;


(e)    Left Intentionally Blank.


(f)    Insurance Criteria.  All the insurance required under this Lease shall:


(i)    Be issued by insurance companies with a financial rating of at least an A:XIII status as rated in the most recent edition of Best's Insurance Reports;


(ii)    Be issued as a primary policy as respects any insurance maintained by the Lessor, and that any such insurance maintained by the Lessor is excess and noncontributory with this policy, provided the loss is caused by the negligence of the named insured;


(iii)    Contain an endorsement requiring thirty (30) days' written notice from the insurance company to both Parties and to Lessor's lender before cancellation or change in the coverage, scope, or amount of any policy; and


(iv)    With respect to property loss or damage by fire or other casualty, a waiver of subrogation must be obtained, as required by Section 14.4;


(g)    Evidence of Coverage.  As evidence of the liability insurance coverage required herein, Lessee shall provide Lessor with endorsements from the insurer with respect to the insurance policies naming Lessor and its directors, officers, shareholders, partners, members, employees and lenders ("Lessor's Parties") as additional insured parties with respect to the coverage required.  Said endorsements, together with evidence of payment of premiums, shall be deposited with Lessor at least ten (10) days prior to the date which Lessor estimates the Commencement Date will occur, and on renewal of the policy not less than thirty (30) days before expiration of the term of the policy.  Lessor shall have the right to require Lessee to provide a certified copy of the actual insurance policy; and


(h)    No Limitation of Liability.  The insurance obligations of Lessee hereunder, and/or the limits on such insurance as described herein shall in no event waive, release or discharge Lessee of any or all other obligations and liabilities of Lessee contained in this Lease or otherwise.


Section 14.3    Assumption of Risk.  Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage to Lessee's Personal Property, Lessee Improvements and Alterations or injury to persons, in, upon or about the Premises and/or the Property from any cause (except for damage or injury caused by the gross negligence or willful misconduct of Lessor or Lessor’s Employees) and Lessee hereby waives all such claims against Lessor.  Lessor and Lessor's Employees shall not be liable for any damage to any of Lessee's Personal Property entrusted to Lessor or Lessor's Employees, nor for loss or damage to any of Lessee's Personal Property by theft or otherwise.  Lessee shall give prompt notice to Lessor in case of fire or accidents in the Premises or in the Building.  Further, with the exception of Lessor's and Lessor’s Employees’ gross negligence or willful misconduct, Lessor and Lessor's Employees shall have no liability to Lessee or any of Lessee's Employees for any damage, loss, cost or expense incurred or suffered by any of them (including, without limitation, damage to Lessee's business), and Lessee hereby waives any claim with respect to Lessor's and Lessor's Employees' acts or omissions hereunder, including, without limitation, any claims relating to the maintenance, repair, restoration and/or replacement of the Premises, or the Building, and the exercise of any other right which Lessor is authorized hereunder to do.


Section 14.4    Allocation of Insured Risks/Subrogation.  Lessor and Lessee release each other from any claims and demands of whatever nature for damage, loss or injury to the Premises and/or the Building, or to the other's property in, on or about the Premises and the Building, that are caused by or result from risks or perils insured against under any insurance policies required by this Lease to be carried by Lessor and/or Lessee and in force at the time of any such damage, loss or injury.  Lessor and Lessee shall cause each insurance policy obtained by them or either of them to provide that the insurance company waives all right of recovery by way of subrogation against either Lessor or Lessee in connection with any damage covered by any policy.  Neither Lessor nor Lessee shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by this Lease.  If an insurance policy cannot be obtained with a waiver of subrogation, or is obtainable only by the payment of an additional premium charge above that charged by insurance companies issuing policies without waiver of subrogation, the Party undertaking to obtain the insurance shall notify the other Party of this fact.  The other Party shall have a period of ten (10) days after receiving the notice either to place the insurance with a company that is reasonably satisfactory to the other Party and that will carry the insurance with a waiver of subrogation, or to agree to pay the additional premium if such a policy is obtainable at additional cost.  If the insurance cannot be obtained or the Party in whose favor a waiver of subrogation is desired refuses to pay the additional premium charged, the other Party is relieved of the obligation to obtain a waiver of subrogation with respect to the particular insurance involved.


ARTICLE 15 - DAMAGE OR DESTRUCTION


Section 15.1    Loss Covered by Insurance.  If, at any time prior to the expiration or termination of this Lease, the Premises or the Building or the Property is wholly or partially damaged or destroyed by a casualty, the loss to Lessor from which is fully covered (except for the normal deductible) by insurance maintained by Lessor or for Lessor's benefit, which casualty renders the Premises totally or partially inaccessible or unusable by Lessee in the ordinary conduct of Lessee's business, then (provided that Lessor shall not be required to use the proceeds of such insurance for the purposes described in subsections (a) and (b) below):


(a)    Repairs Which Can Be Completed Within One Hundred Eighty (180) Days.  Within sixty (60) days of notice to Lessor of such damage or destruction, Lessor shall provide Lessee with notice of its determination of whether the damage or destruction can be repaired within one hundred eighty (180) days of such damage or destruction without the payment of overtime or other premium.  If all repairs to such Premises or Building or Property can, in Lessor's judgment, be completed within one hundred eighty (180) days following the date of notice to Lessor of such damage or destruction without the payment of overtime or other premium, Lessor shall, at Lessor's expense, subject to Section 15.4 below, repair the same to substantially their former condition and this Lease shall remain in full force and effect and a proportionate reduction of Base Rental shall be allowed Lessee for such portion of the Premises as shall be rendered inaccessible or unusable to Lessee, and which is not used by Lessee, during the period of time that such portion is unusable or inaccessible and not used by Lessee.


(b)    Repairs Which Cannot Be Completed Within One Hundred Eighty (180) Days.  If all such repairs to the Premises or Building or Property cannot, in Lessor's judgment, be completed within one hundred eighty (180) days following the date of notice to Lessor of such damage or destruction without the payment of overtime or other premium, Lessor shall notify Lessee of such determination and Lessor may, at Lessor's sole and absolute option, upon written notice to Lessee given within sixty (60) days after notice to Lessor of the occurrence of such damage or destruction, and subject to Section 15.4 below, elect to repair such damage or destruction to substantially their former condition at Lessor's expense, and in such event, this Lease shall continue in full force and effect but the Base Rental shall be proportionately reduced in the amount and for the duration as hereinabove provided in Section 15.1(a).  If Lessor does not elect to make such repairs, then either Lessor or Lessee may, by written notice to the other no later than ninety (90) days after the occurrence of such damage or destruction, elect to terminate this Lease as of the date of the occurrence of such damage or destruction.


Section 15.2    Loss Not Covered By Insurance.  If, at any time prior to the expiration or termination of this Lease, the Premises or the Building or the Property is totally or partially damaged or destroyed from a casualty, which loss, in Lessor's judgment, cannot be completed within one hundred eighty (180) days following the date of notice to Lessor of such damage or destruction, and such damage or destruction is not fully covered (except for any deductible) by insurance maintained by Lessor or for Lessor's benefit, and which damage renders the Premises inaccessible or unusable to Lessee in the ordinary course of its business, Lessor may, at its option, upon written notice to Lessee within sixty (60) days after notice to Lessor of the occurrence of such damage or destruction, and subject to Section 15.4 below, elect to repair or restore such damage or destruction to substantially their former condition, or Lessor may elect to terminate this Lease (provided Lessor shall not be required to use said insurance proceeds, if any, for the purposes described in this Section 15.2).  If Lessor elects to repair or restore such damage or destruction, this Lease shall continue in full force and effect but the Base Rental shall be proportionately reduced as provided in Section 15.1(a).  If Lessor does not elect by notice to Lessee to repair or restore such damage, this Lease shall terminate.


Section 15.3    Substantial Damage; Damage During Final Year.  Notwithstanding anything to the contrary contained in Section 15.1 or 15.2:


(a)    If the Building is damaged or destroyed to the extent that, in Lessor's sole judgment, the cost to repair and/or restore the Building would exceed twenty-five percent (25%) of the full replacement cost of the Building, whether or not the Premises are at all damaged or destroyed, then Lessor shall have the right to terminate this Lease by written notice thereof to Lessee;


(b)    If the Premises or the Building or the Property are wholly or partially damaged or destroyed within the final twelve (12) months of the Term of this Lease, and no renewal rights have been exercised by Lessee prior to such damage or destruction, then Lessor or Lessee shall have the right to terminate this Lease by written notice thereof to the other; or


(c)    If the Premises or the Building or the Property are wholly or partially damaged or destroyed within the final twelve (12) months of the Term of this Lease, and no renewal rights have been exercised by Lessee prior to such damage or destruction, and if, as a result of such damage or destruction, Lessee is denied access or use of the Premises for the conduct of its business operations for a period of ten (10) consecutive business days, then, Lessee may, at its option, by giving Lessor written notice no later than sixty (60) days after the occurrence of such damage or destruction, elect to terminate this Lease.


Section 15.4    Exclusive Remedy.  This Article 15 shall be Lessee's sole and exclusive remedy in the event of damage or destruction to the Premises and/or the Building, and Lessee, as a material inducement to Lessor's entering into this Lease, irrevocably waives and releases Lessee's rights under California Civil Code Sections 1932(2) and 1933(4) and any other applicable existing or future law permitting the termination of a lease agreement in the event of damage to, or destruction of, any part or all of the Premises and/or Building.  No damages, compensation or claim shall be payable by Lessor for any inconvenience, any interruption or cessation of Lessee's business, or any annoyance, arising from any damage to or destruction of all or any portion of the Premises or the Building. In no event shall Lessor have any obligation to repair or restore any of Lessee's personal property, trade fixtures or Alterations.


ARTICLE 16 - EMINENT DOMAIN


Section 16.1    Permanent Taking - When Lease Can Be Terminated.  If the whole of the Premises, or so much of the Premises as to render the balance unusable by Lessee, shall be taken under the power of eminent domain, this Lease shall automatically terminate as of the date of final judgment in such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier.  A sale by Lessor under threat of condemnation shall constitute a "taking" for the purpose of this Article 16.  No award for any partial or entire taking shall be apportioned and Lessee assigns to Lessor all awards which may be made in such taking or condemnation, together with all rights of Lessee to such award, including, without limitation, any award of compensation for the value of all or any part of the leasehold estate created hereby; provided that nothing contained in this Article 16 shall be deemed to give Lessor any interest in or to require Lessee to assign to Lessor any award made to Lessee for (a) the taking of Lessee's Personal Property, or (b) interruption of or damage to Lessee's business, or (c) Lessee's unamortized cost of the Lessee Improvements to the extent paid for by Lessee; provided further that Lessee's award shall in no event diminish the award to Lessor.


Section 16.2    Permanent Taking - When Lease Cannot Be Terminated.  In the event of a partial taking which does not result in a termination of this Lease under Section 16.1, Base Rental shall be proportionately reduced based on the portion of the Premises rendered unusable, and Lessor shall restore the Premises or the Building to the extent of available condemnation proceeds.


Section 16.3    Temporary Taking.  No temporary taking (less than thirty (30) days) of the Premises or any part of the Premises and/or of Lessee's rights to the Premises or under this Lease shall terminate this Lease or give Lessee any right to any abatement of any payments owed to Lessor pursuant to this Lease, any award made to Lessee by reason of such temporary taking shall belong entirely to Lessee; provided, however, in no event shall an award to Lessee reduce any award to Lessor.


Section 16.4    Exclusive Remedy.  This Article 16 shall be Lessee's sole and exclusive remedy in the event of a taking or condemnation.  Lessee hereby waives the benefit of California Code of Civil Procedure Section 1265.130.


Section 16.5    Release Upon Termination.  Upon termination of this Lease pursuant to this Article 16, Lessee and Lessor hereby agree to release each other from any and all obligations and liabilities with respect to this Lease except such obligations and liabilities which arose or accrued prior to such termination.


ARTICLE 17 - DEFAULTS


Section 17.1    Default by Lessee.  Each of the following shall be an "Event of Default" (sometimes referred to herein as a "default") by Lessee and a material breach of this Lease:


(a)    Lessee fails to make any payment of Rent owed by Lessee under this Lease as and when due, if the failure continues for three (3) days after written notice of the failure from Lessor to Lessee; 


(b)    Lessee shall fail to observe, keep or perform any of the terms, covenants, agreements or conditions under this Lease that Lessee is obligated to observe or perform, other than that described in subsection (a) above, for a period of ten (10) days after notice to Lessee of said failure; provided, however, that if the nature of Lessee's default is such that more than ten (10) days are reasonably required for its cure, then Lessee shall not be deemed to be in default under this Lease if Lessee shall commence the cure of such default so specified within said ten (10) day period and diligently prosecute the same to completion within thirty (30) days after the original notice to Lessee of said failure.  Such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure;


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


(d)    The vacating or abandonment of the Premises by Lessee.


Any notice required or permitted by this Section 17.1 shall satisfy, to the maximum extent permissible under applicable law, any and all notice requirements imposed by law on the Lessor under the Lease, and this Section 17.1 shall not be intended to create notice obligations beyond what is legally required.  Lessor may serve a notice to quit, a notice to pay rent or quit, a notice of default, or any other notice, as the case may be, to effect the giving of any notice required by this Section 17.1.


Section 17.2    Default by Lessor.  Lessor shall not be in default in the performance of any obligation required to be performed under this Lease unless Lessor has failed to perform such obligation within thirty (30) days after the receipt of notice from Lessee specifying in detail Lessor's failure to perform; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for its performance, then Lessor shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursue the same to completion.  Lessee shall have no rights as a result of any default by Lessor until Lessee also gives thirty (30) days' notice to any person who has a recorded interest pertaining to the Building or the Property, specifying the nature of the default.  Such person shall then have the right to cure such default, and Lessor shall not be deemed in default if such person cures such default within thirty (30) days after receipt of notice of the default, or within such longer period of time as may reasonably be necessary to cure the default.  If Lessor or such person does not cure the default, Lessee may exercise such rights or remedies as shall be provided or permitted by law to recover any damages proximately caused by such default.  Notwithstanding anything to the contrary contained in this Lease, Lessee's remedy for any breach or default of this Lease by Lessor shall be limited to an action for damages.  Lessee agrees that, in the event that it becomes entitled to receive damages from Lessor, Lessee shall not be allowed to recover from Lessor consequential damages or damages in excess of the out-of-pocket expenditures incurred by Lessee as a result of a default by Lessor.  In any event, it is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the liability of Lessor hereunder (including any successor lessor) and any recourse by Lessee against Lessor shall be limited solely and exclusively to the interest of Lessor in and to the Property and Building, and the rents therefrom, and neither Lessor, nor any of its constituent partners, shall have any personal liability therefor, and Lessee hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Lessee.  


ARTICLE 18 - LESSOR'S REMEDIES AND RIGHTS


Section 18.1    Termination of Lease.  In case of an Event of Default by Lessee, Lessor shall have the right, in addition to all other rights available to Lessor under this Lease or now or later permitted by law or equity, to terminate this Lease by providing Lessee with a notice of termination.  Upon termination, Lessor may recover any damages proximately caused by Lessee's failure to perform under this Lease, or which are likely in the ordinary course of business to be incurred, including any amount expended or to be expended by Lessor in an effort to mitigate damages, as well as any other damages to which Lessor is entitled to recover under any statute now or later in effect. Lessor's damages include the worth, at the time of any award, of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount of the Rent loss that the Lessee proves could be reasonably avoided.  The worth at the time of award shall be determined by discounting to present value such amount at one percent (1%) more than the discount rate of the Federal Reserve Bank in San Francisco in effect at the time of the award.  Other damages to which Lessor is entitled shall bear interest at the Interest Rate.


Section 18.2    Continuation of Lease.  In accordance with California Civil Code Section 1951.4 (or any successor statute), Lessee acknowledges that in the event Lessee has breached this Lease and abandoned the Premises, this Lease shall continue in effect for so long as Lessor does not terminate Lessee's right to possession, and Lessor may enforce all its rights and remedies under this Lease, including the right to recover the Rent as it becomes due under this Lease.  Acts of maintenance or preservation or efforts to re-let the Premises or the appointment of a receiver upon initiative of Lessor to protect Lessor's interest under this Lease shall not constitute a termination of Lessee's right to possession.


Section 18.3    Right of Entry.  In case of an Event of Default by Lessee, Lessor shall also have the right, with or without terminating this Lease, to enter the Premises and remove all persons and personal property from the Premises, such property being removed and stored in a public warehouse or elsewhere at Lessee's sole cost and expense for at least thirty (30) days, and after such thirty (30) day period, Lessor shall have the right to discard or otherwise dispose of such property without liability therefor to Lessee or any other person.  No removal by Lessor of any persons or property in the Premises shall constitute an election to terminate this Lease.  Such an election to terminate may only be made by Lessor in writing, or decreed by a court of competent jurisdiction.  Lessor's right of entry shall include the right to remodel the Premises and re-let the Premises.  All costs incurred in such entry and re-letting shall be paid by Lessee, provided no cost to remodel the Premises or re-let the Premises in excess of the unamortized Tenant Improvement Allowance or the broker fees paid by the Lessor in connection with this Lease shall be the responsibility of the Lessee.  Rents collected by Lessor from any other tenant which occupies the Premises shall be offset against the amounts owed to Lessor by Lessee.  Lessee shall be responsible for any amounts not recovered by Lessor from any other tenant which occupies the Premises.  Any payments made by Lessee shall be credited to the amounts owed by Lessee in the sole order and discretion of Lessor, irrespective of any designation or request by Lessee.  No entry by Lessor shall prevent Lessor from later terminating this Lease by written notice.


Section 18.4    Remedies.  Lessee hereby waives, for itself and all persons claiming by and under Lessee, all rights and privileges which it might have under any present or future law to redeem the Premises or to continue this Lease after being dispossessed or ejected from the Premises.  The rights and remedies of Lessor set forth in this Lease are not exclusive, and Lessor may exercise any other right or remedy available to it under this Lease, at law or in equity.


Section 18.5    Lessor's Right to Assign.  Lessor shall have the right to sell, encumber, convey, transfer and/or assign any and all of its rights and obligations under this Lease.


Section 18.6    Intentionally Deleted


ARTICLE 19 - ATTORNEYS' FEES AND EXPEDITED DISPUTE RESOLUTION


Section 19.1    Attorneys' Fees.  If either Lessor or Lessee commences or engages in any action, litigation, arbitration or proceeding against the other Party arising out of or in connection with this Lease, the Premises, the Building or the Property, including, but not limited to, any action or proceeding (a) for recovery of any payment owed by either Party under this Lease, or (b) to recover possession of the Premises, or (c) for damages for breach of this Lease, or (d) relating to the enforcement or interpretation of either Party's rights or obligations under this Lease (whether in contract, tort, or both), or (e) relating to any proceeding where either Party is requesting a determination of rights and responsibilities under the Lease, the prevailing Party shall be entitled to have and recover from the losing Party reasonable attorneys' fees and other costs and expenses incurred in connection with the action, litigation, arbitration or proceeding, including any attorney's fees, costs and expenses incurred in preparation of said action, litigation, arbitration or proceeding, and also incurred on collection and appeal.  If Lessor becomes involved in any action, litigation, arbitration or dispute, threatened or actual, by or against anyone not a party to this Lease, but arising by reason of, or related to, any act or omission of Lessee or Lessee's Employees, Lessee agrees to pay Lessor's reasonable attorneys' fees and other costs incurred in connection with the action, litigation, arbitration or dispute, regardless of whether an action, lawsuit or arbitration proceeding is actually filed.  If Lessee becomes a party to any action, litigation, arbitration or dispute, threatened or actual, by or against anyone not a party to this Lease, but caused by any act or omission of Lessor, Lessor agrees to pay Lessee's reasonable attorneys' fees and other costs incurred in connection with the action, litigation, arbitration or dispute, regardless of whether an action, lawsuit or arbitration proceeding is actually filed.


Section 19.2    Attorneys' Fees – Incurred At Lessee's Request and For Lessee's Benefit.  Unless agreed by the Parties to the contrary, Lessee understands that it shall pay, as additional rent, actual out-of-pocket attorneys' fees to be incurred by Lessor, at the rate of Three Hundred Dollars ($300.00) per hour, in connection with the following:


(a)    any requests (subsequent to the execution of this Agreement) by Lessee to amend, modify or terminate the Lease, including all negotiations with respect thereto, except as such requests may relate to either (i) extending the Lease term, or (ii) adding space to the original Premises;


(b)any request (subsequent to the execution of this Agreement) by Lessee to review and/or consent to an assignment or sublease of the Lease, including all negotiations with respect thereto, whether or not permitted under the Lease, and whether or not agreed to or denied by Lessor; and


(c)    any appearance by and/or other legal service required of Lessor's attorney, at the request of the Lessee, to attend any meeting, participate in any proceeding, and/or review any document requested by Lessee, for any purpose whatsoever, relating to the Lease and/or the respective rights and obligations of Lessor and Lessee, except as such appearance and/or service may relate to either (i) extending the Lease term, or (ii) adding space to the original Premises. 


Section 19.3    Expedited Dispute Resolution.  At the election of either Lessor or Lessee, any dispute with respect to the subject matter of the Lease or any other agreement executed in connection with the Lease shall be resolved by a referee pursuant to the provisions of California Code of Civil Procedure Section 638 et seq., for a determination to be made which shall be binding upon the Parties as if tried before a court or jury.  The Parties agree specifically as to the following:


(a)    Within five (5) business days after service of a demand by a Party hereto, the Parties shall agree upon a single referee who shall then try all issues, whether of fact or law, and then report a finding or judgment thereon.  If the Parties are unable to agree upon a referee, either Party may seek to have one appointed, pursuant to California Code of Civil Procedure Section 640, by the presiding judge of the Los Angeles County Superior Court;


(b)     The compensation of the referee shall be such charge as is customarily charged by the referee for like services.  The cost of such proceedings shall initially be borne equally by the Parties.  However, the prevailing Party in such proceedings shall be entitled, in addition to all other costs, to recover its contribution for the cost of the referee as an item of damages and/or recoverable costs;


(c)    If a reporter is requested by either Party, then a reporter shall be present at all proceedings, and the fees of such reporter shall be borne by the Party requesting such reporter.  Such fees shall be an item of recoverable costs.  Only a Party shall be authorized to request a reporter;


(d)     The referee shall apply all California Rules of Procedure and Evidence and shall apply the substantive law of California in deciding the issues to be heard.  Notice of any motions before the referee shall be given, and all matters shall be set at the convenience of the referee;


(e)      The referee’s decision under California Code of Civil Procedure Section 644 shall stand as the judgment of the court, subject to appellate review as provided by the laws of the State of California;


(f)     The Parties agree that they shall in good faith endeavor to cause any such dispute to be decided within four (4) months.  The date of hearing for any proceeding shall be determined by agreement of the Parties and the referee, or if the Parties cannot agree, then by the referee; and


		
	(g)
	The referee shall have the power to award direct damages (but not indirect, punitive or consequential damages) and all other relief.






_________________________         ________________________
 
        LESSOR'S INITIALS                              LESSEE'S INITIALS


ARTICLE 20 - SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT


Section 20.1    Obligations of Lessee.  This Lease and the rights granted to Lessee by this Lease are and shall be subject and subordinate at all times to (a) all ground or underlying leases affecting all or any part of the Property now or later existing and all amendments, renewals, modifications, supplements and extensions of this Lease, and (b) all deeds of trust or mortgages now or later affecting or encumbering all or any part of the Property and/or any ground or underlying leasehold estate; provided, however, that if Lessor elects at any time to have Lessee's interest in this Lease be or become superior, senior or prior to any such instrument, then upon receipt by Lessee of written notice of such election, this Lease shall be superior, senior and/or prior to such instrument.  Lessee shall immediately execute all commercially reasonable instruments and other commercially reasonable documents required or desired by any lender or Lessor confirming the subordination and/or superiority, as applicable, of this Lease to such mortgage, deed of trust, ground or underlying lease.


Section 20.2    Lessor's Right to Assign.  Lessor's interest in this Lease may be assigned to any mortgagee or trust deed beneficiary as additional security.  Nothing in this Lease shall empower Lessee to do any act without Lessor's prior written consent which can, shall or may encumber the title of the owner of all or any part of the Property.


Section 20.3    Attornment by Lessee.  In the event of the cancellation or termination of any or all ground or underlying leases affecting all or any part of the Building in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or in the event of any foreclosure of any or all mortgages or deeds of trust encumbering all or any part of the Building by trustee's sale, voluntary agreement, deed in lieu of foreclosure, or by the commencement of any judicial action seeking foreclosure, Lessee, at the request of the then landlord under this Lease, shall attorn to and recognize (a) the ground or underlying lessor, under the ground or underlying lease being terminated or canceled, and (b) the beneficiary or purchaser at the foreclosure sale, as Lessee's landlord under this Lease, and Lessee agrees to execute and deliver at any time upon request of such ground or underlying lessor, beneficiary, purchaser or their successors, any and all instruments to further evidence such attornment.  Lessee hereby waives its right, if any, to elect to terminate this Lease or to surrender possession of the Premises in the event of any such cancellation or termination of such ground or underlying lease or foreclosure of any mortgage or deed of trust.


Section 20.4    Non-Disturbance.  Notwithstanding any of the provisions of this Article 20 to the contrary, Lessee shall be allowed to occupy the Premises subject to the conditions of this Lease, and this Lease shall remain in effect until an uncured Event of Default occurs or until Lessee's rights hereunder are terminated because of an Eminent Domain proceeding pursuant to Article 16 or because of the occurrence of damage and destruction pursuant to Article 15.


Section 20.5    Delivery of Instruments.  If Lessee fails to execute and deliver, within ten (10) days following request thereof by Lessor, any documents or instruments required by this Article 20, such failure may, at Lessor's election, constitute a default under this Lease.


ARTICLE 21 - RULES AND REGULATIONS


Section 21.1    Rules and Regulations.  Effective as of the Effective Date, Lessee shall faithfully observe and comply with the rules and regulations pertaining to the Property ("Rules"), a copy of which is attached to this Lease as Exhibit "E," and all reasonable modifications and additions to the Rules from time to time put into effect by Lessor; provided, however, that no modifications or additions to the Rules shall materially interfere with Lessee's permitted use of the Premises as set forth in Section 6.1.  Lessor shall not be responsible to Lessee for the nonperformance of any of the Rules by any other occupant or tenant of the Property; provided, however, that Lessor shall use commercially reasonable efforts (but not including the institution of legal proceedings) to cause such other tenants and occupants of the Property to comply with the Rules, to the extent such non-compliance materially and adversely interferes with Lessee's access to the Premises or use of the Premises for the purposes permitted under this Lease.


Section 21.2    Certain Construction Requirements.  Prior to undertaking any physical work in or around the Premises, Lessee shall notify Lessor, in writing, of the exact nature and location of the proposed work and shall promptly supply such additional information regarding the proposed work as Lessor shall request.  After receipt of Lessee's notice, Lessor may, to the extent appropriate, supply Lessee with the Building regulations and procedures for working in areas where there is a risk of coming into contact with materials or building systems which if not properly handled could cause health or safety risks, could damage such systems and/or the Building, or which could adversely impact any warranty relating thereto.  Lessee shall, at Lessee's sole cost and expense, strictly comply with all such Building regulations and procedures established by Lessor and with all applicable Federal, state and local governmental statutes, ordinances, codes, rules, regulations, controls and guidelines (collectively, "Laws").  Lessor shall have the right at all times to monitor the work for compliance with the Building regulations and procedures, the Rules and all Laws.  If Lessor determines that any applicable Laws or any Rules and/or any Building regulations or procedures are not being strictly complied with, Lessor may immediately require the cessation of all work being performed in or around the Premises until such time as Lessor is satisfied that the applicable Rules, Laws, regulations and procedures will be observed.  Lessor's monitoring of any work in or around the Premises shall not be deemed a certification by Lessor of compliance with any applicable Laws, Rules, Building regulations or procedures or a waiver by Lessor of its right to require strict compliance with such Laws, Rules, regulations or procedures, nor shall such monitoring relieve Lessee from any liabilities relating to such work.


ARTICLE 22 - HOLDING OVER


Section 22.1    Surrender of Possession.  Lessee shall surrender possession of the Premises immediately upon the expiration of the Term or termination of this Lease.  If Lessee shall continue to occupy or possess the Premises after such expiration or termination without the consent of Lessor, then unless Lessor and Lessee have otherwise agreed in writing, Lessee shall be a tenant from month-to-month.  All the terms, provisions and conditions of this Lease shall apply to this month-to-month tenancy except those terms, provisions and conditions pertaining to the Term, and except that the Base Rental shall be immediately adjusted upward upon the expiration or termination to one hundred fifty percent (150%) of the Base Rental for the Premises in effect under this Lease during the month which includes the day immediately prior to the date of the expiration or termination of this Lease.  This month-to-month tenancy may be terminated by Lessor or Lessee upon thirty (30) days' prior notice to the other Party.  In the event that Lessee fails to surrender the Premises upon such termination or expiration, then Lessee shall indemnify, defend and hold Lessor harmless against all loss or liability to the extent caused by Lessee's failure to surrender the Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Premises after said termination or expiration and any related attorneys' fees and brokerage commissions.


Section 22.2    Payment of Money After Termination.  No payment of money by Lessee to Lessor after the termination of this Lease by Lessor, or after the giving of any notice of termination to Lessee by Lessor which Lessor is entitled to give Lessee under this Lease, shall reinstate, continue or extend the Term of this Lease or shall affect any such notice given to Lessee prior to the payment of such money, it being agreed that after the service of such notice or the commencement of any suit by Lessor to obtain possession of the Premises, Lessor may receive and collect, when due, any and all payments owed by Lessee under this Lease, and otherwise exercise any and all of its rights and remedies.  The making of any such payments by Lessee or acceptance of same by Lessor shall not waive such notice of termination, or in any manner affect any pending suit or judgment obtained.


ARTICLE 23 - INSPECTIONS AND ACCESS


Section 23.1    Inspections and Access.  Lessor may enter the Premises upon no less than twenty-four (24) hours prior written notice to Lessee.  Lessee shall be personally present to open and permit an entry into the Premises.


ARTICLE 24 - NAME OF BUILDING AND CONTINENTAL PARK


Section 24.1    Name of Building.  Lessee shall not use any name, insignia or logotype of the Building or Continental Park for any purpose other than for designating Lessee’s address.  Lessee shall not use any picture of the Building, the Property or Continental Park in its advertising, stationery or any other manner.  Lessor expressly reserves the right in Lessor's sole and absolute discretion, at any time to change the name, insignia, logotype or street address of the Building or the Property without in any manner being liable to Lessee.


ARTICLE 25 - SURRENDER OF LEASE


Section 25.1    Surrender of Lease.  The voluntary or other surrender of this Lease by Lessee, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies, or may, at the option of Lessor, operate as an assignment to it of Lessee's interest in any or all such subleases or subtenancies.


ARTICLE 26 - WAIVER


Section 26.1    Waiver.  No obligation, term, covenant, or agreement in this Lease shall be deemed waived unless such waiver is in writing and signed by the Party so waiving the same. The waiver by Lessor or Lessee of any term, covenant, agreement or condition contained in this Lease shall not be deemed to be a waiver of any subsequent breach of the same or of any other term, covenant, agreement, condition or provision of this Lease, nor shall any failure to enforce compliance with any or all of the terms, covenants, agreements, conditions or provisions of this Lease (except as expressly provided in this Lease), or any custom or practice which may develop between the Parties in the administration of this Lease, be construed to waive or lessen the right of Lessor or Lessee to insist upon the performance by the other in strict accordance with all of the terms, covenants, agreements, conditions and provisions of this Lease.  The subsequent acceptance by Lessor of any payment owed by Lessee to Lessor under this Lease, or the payment of Rent by Lessee, shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, agreement, condition or provision of this Lease, other than the failure of Lessee to make the specific payment so accepted by Lessor, regardless of Lessor's or Lessee's knowledge of such preceding breach at the time of the making or acceptance of such payment. No payment by Lessee, nor receipt by Lessor, of a lesser amount than the Rent or Additional rent required to be paid under this Lease will be deemed to be anything other than a payment on account of the earliest Rent or Additional Rent due hereunder.  No endorsement or statement on any check, or any letter accompanying any check or payment as Rent, will be deemed an accord and satisfaction. The delivery of Lessee's keys to any employee or agent of Lessor will not constitute a termination of this Agreement unless Lessor has entered into a written agreement to that effect. 


ARTICLE 27 - SALE BY LESSOR


Section 27.1    Sale by Lessor.  In the event Lessor shall sell, assign, convey or transfer all or a part of its interest in the Building or any part of the Property, Lessee agrees to attorn to such transferee, assignee or new owner, and upon consummation of such sale, conveyance or transfer, Lessor shall automatically be freed and relieved from all liability and obligations accruing or to be performed from and after the date of such sale, transfer or conveyance.  Lessor shall have the right to subdivide the Property into separate legal lots or parcels and, without materially and adversely affecting the obligations of Lessee, the right to reallocate and adjust the rights, duties and obligations of Lessor and Lessee hereunder so that, as between Lessor and Lessee, those rights, duties and obligations relate only to the lots or parcels on which the Building is located and on which sufficient parking facilities are located to comply with Lessor's obligations under this Lease.  To the extent that those rights, duties and obligations cannot be equitably allocated to only one lot or parcel, Lessor may elect to record a reciprocal easement agreement appurtenant to the Building.  If Lessor records such an agreement, Lessee shall subordinate this Lease to that agreement.


ARTICLE 28 - NO LIGHT AND AIR EASEMENT


Section 28.1    No Light and Air Easement.  Any diminution or shutting off of light or air by any structure which may be erected on the land or upon lands adjacent to or in the vicinity of the Property shall not affect this Lease, abate any payment owed by Lessee under this Lease or otherwise impose any liability on Lessor.


ARTICLE 29 - FORCE MAJEURE


Section 29.1    Force Majeure.  Neither Lessor nor Lessee shall be chargeable with, liable for, or responsible to the other for anything or in any amount for any failure to perform or delay caused by:  fire; earthquake; explosion; flood; hurricane; the elements; Acts of God or the public enemy; actions, restrictions, limitations or interference of governmental authorities or agents; war; invasion; insurrection; rebellion; riots; strikes or lockouts; inability to obtain necessary materials, goods, equipment, services, utilities or labor; or any other cause whether similar or dissimilar to the foregoing which is beyond the reasonable control of Lessor or Lessee; and any such failure or delay due to said causes or any of them shall not be deemed a breach of or default in the performance of this Lease.


ARTICLE 30 - ESTOPPEL CERTIFICATES


Section 30.1    Estoppel Certificates.  Lessee shall, at any time and from time to time upon request of Lessor, within ten (10) days following notice of such request from Lessor, execute, acknowledge and deliver to Lessor, a certificate ("Estoppel Certificate") in writing in a form as Lessor or any of its lenders, prospective purchasers, lienholders or assignees may reasonably deem appropriate.  Lessee's failure to deliver the Estoppel Certificate within this ten (10) day period may, at Lessor's election, constitute a default hereunder.


ARTICLE 31 - RIGHT TO PERFORMANCE


Section 31.1    Right to Performance.  All covenants, conditions and agreements to be performed by Lessee under this Lease shall be performed by Lessee at Lessee's sole cost and expense.  If Lessee shall fail to perform any such covenant, condition or agreement on its part to be performed under this Lease, and such failure shall continue for three (3) days after written notice thereof to Lessee (provided that no notice shall be required in cases of emergency), Lessor may, but shall not be obligated to do so, without waiving or releasing Lessee from any obligations of Lessee under this Lease, perform any such act on Lessee's part to be made or performed as provided in this Lease.  Any performance by Lessor of Lessee's obligations shall not waive or cure any Event of Default of Lessee for such failure.  All reasonable costs incurred by Lessor with respect to any such performance by Lessor (including reasonable attorneys' fees) shall be immediately paid by Lessee to Lessor.


ARTICLE 32 - PARKING FACILITIES


Section 32.1    Parking Facilities.  Lessor shall maintain and operate, or cause to be maintained and operated, automobile parking facilities ("Parking Facilities") in, adjacent to, or within a reasonable distance from the Building.  Lessee's privileges during the term hereof with respect to the Parking Facilities shall be in accordance with the provisions of the attached Exhibit "F."


ARTICLE 33 - SECURITY SYSTEMS


Section 33.1      Lessee's Right to Install Security System.  Lessee wishes to install an automated and/or non-automated security system in, on or about the Premises; provided, Lessee shall first provide Lessor with a copy of Lessee's plan for any such system, and Lessor shall have the right to review and approve said plan, which approval may not be unreasonably withheld, conditioned or delayed.


ARTICLE 34 - NOTICES


Section 34.1    Notices.  All notices, requests, consents, approvals, payments in connection with this Lease, or communications that either Party desires or is required or permitted to give or make to the other Party under this Lease, shall only be deemed to have been given, made and delivered, (a) when made or given in writing and personally served; or (b) three (3) days after deposit in the United States mail, certified or registered mail, return receipt requested, postage prepaid to the respective addresses of Lessee or Lessor as set forth below; or (c) delivered by a reputable overnight delivery service such as Federal Express, Airborne, United Parcel Service, DHL Worldwide Express, or Ontrac Delivery with charges prepaid, notice to be effective on delivery if confirmed by the delivery service.  Lessor or Lessee may from time to time designate other addresses for notice purposes by written notice to the other in accordance herewith.


Lessee's Address for Notices:    A-Mark Precious  Metals, Inc.
2121 Rosecrans Avenue, Suite 6300
El Segundo, CA   90245


Lessee's Address for Billing Purposes:    A-Mark Precious  Metals, Inc.
2121 Rosecrans Avenue, Suite 6300
El Segundo, CA   90245


Lessor's Address for Notices:    The Plaza CP LLC
2041 Rosecrans Avenue, Suite 200
El Segundo, CA   90245
Attention:  Richard C. Lundquist


Copy to:    The Plaza CP LLC
2041 Rosecrans Avenue, Suite 200
El Segundo, CA  90245
Attention:  Leonard E. Blakesley, Jr.


Lessor's Address For Payment of Rent:


(a) If the payment is made by first class mail:    The Plaza CP, LLC
P.O. Box 79456
City of Industry, CA 91716-9456


(b) If the payment is made by overnight delivery:    Wells Fargo Lockbox-E2001-049
Ref:  The Plaza CP, LLC – Box #79456
3440 Flair Drive
El Monte, CA  91731


ARTICLE 35 - MISCELLANEOUS


Section 35.1    Authorization to Sign Lease.  If Lessee is a corporation, each individual executing this Lease on behalf of Lessee represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of Lessee in accordance with a duly adopted resolution of Lessee's Board of Directors, and Lessee warrants and represents that this Lease is binding upon Lessee in accordance with its terms.  If Lessee is a corporation, Lessee shall, concurrently with its execution of this Lease, deliver to Lessor upon its request a certified copy of a resolution of its Board of Directors authorizing the execution of this Lease.  If Lessee is a partnership or trust, each individual executing this Lease on behalf of Lessee represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf of Lessee in accordance with the terms of such entity's partnership agreement or trust agreement, respectively, and Lessee warrants and represents that this Lease is binding upon Lessee in accordance with its terms.  If Lessee is a partnership or trust, Lessee shall, concurrently with its execution of this Lease, deliver to Lessor upon its request such certificates or written assurances from the partnership or trust as Lessor may request authorizing the execution of this Lease.


Section 35.2    Entire Agreement.  This Lease contains the entire agreement between the Parties respecting the Premises and all other matters covered or mentioned in this Lease.  This Lease may not be altered, changed or amended except by an instrument in writing specifically designated as an amendment to this Lease and signed by both Parties hereto. Lessee acknowledges and agrees that no prior information provided or statements made by Lessor or Lessor's agents ("Prior Information") have in any way induced Lessee to enter into this Lease, and that Lessee has satisfied itself of all its concerns prior to entering into this Lease by conducting an independent investigation of the validity of such Prior Information. 


Section 35.3    Severability.  The illegality, invalidity or unenforceability of any term, condition or provision of this Lease shall in no way impair or invalidate any other term, provision or condition of this Lease, and all such other terms, provisions and conditions shall remain in full force and effect.


Section 35.4    Covenants and Conditions.  All provisions, whether covenants or conditions, on the part of Lessee shall be deemed to be both covenants and conditions.


Section 35.5    Gender, Definitions and Headings.  The words "Lessor" and "Lessee" as used herein shall include the plural as well as the singular and, when appropriate, shall refer to action taken by or on behalf of Lessor or Lessee by their respective employees, agents or authorized representatives.  Words in masculine or neuter gender include the masculine, feminine and neuter.  If there is more than one person constituting Lessee, the obligations hereunder imposed upon such persons constituting Lessee shall be joint and several.  The paragraph headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.  Subject to the provisions of Articles 12 and 27, and except as otherwise provided to the contrary in this Lease, the terms, conditions and agreements of this Lease shall apply to and bind the heirs, successors, legal representatives and permitted assigns of the Parties hereto.  Any reference to the word persons shall be deemed to include a corporation, a government entity, an individual, a general partnership, a limited partnership, a joint venture, a trust and/or an association.  This Lease shall be governed by and construed pursuant to the laws of the State of California.


Section 35.6    Exhibits and Riders.  The exhibits and riders, if any, that are attached to this Lease shall hereby be incorporated in and made a part of this Lease.  In the event a discrepancy, ambiguity or variance should exist between terms and conditions in the Lease and in the exhibits and/or riders thereto, then the terms and conditions of the Lease shall prevail and control.


Section 35.7    Modification for Lender.  Upon Lessor's request, Lessee agrees to modify this Lease to meet the requirements of any or all lenders or ground lessors selected by Lessor who request such modification as a condition precedent to providing any loan or financing or to entering into any ground lease affecting or encumbering the Property or any part thereof, provided that such modification does not (a) increase Base Rental, (b) alter the Term, or (c) adversely affect Lessee's rights under this Lease.


Section 35.8    Left Intentionally Blank


Section 35.9    Quiet Enjoyment.  Lessor covenants and agrees that Lessee, upon making all of Lessee's payments as and when due under this Lease, and upon performing, observing and keeping the covenants, agreements and conditions of this Lease on its part to be kept, shall peaceably and quietly hold, occupy and enjoy the Premises during the Term of this Lease without hindrance or molestation from Lessor subject to the terms and provisions of this Lease.  Lessee covenants and agrees to comply with all rules and regulations of the Lease and with all Laws to enable other occupants of the Building to occupy and enjoy their premises without hindrance, molestation, intrusion and interference from Lessee.


Section 35.10    No Recordations.  Lessor and Lessee agree that in no event and under no circumstances shall this Lease be recorded by Lessee.


Section 35.11    Time is of the Essence.  Subject to the provisions of Article 29 of this Lease, time shall be of the essence of this Lease and of each of the provisions hereof.


Section 35.12    Cumulative Remedies.  No remedy or election provided, allowed or given by any provision of this Lease shall be deemed exclusive unless so indicated, but shall, whenever possible, be cumulative with all other remedies in law or equity.


Section 35.13    Bankruptcy.  In the event the estate created hereby shall be taken in execution or by other process of law, or if Lessee shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Lessee shall be appointed by reason of Lessee's insolvency or inability to pay its debts, or if any assignment shall be made of Lessee's property for the benefit of creditors, then and in any of such events, Lessor may terminate this Lease by written notice to Lessee; provided, however, if the order of the court creating any of such disabilities shall not be final by reason of pendency of such proceeding, or appeal from such order, then Lessor shall not have the right to terminate this Lease so long as Lessee performs its obligations hereunder.


Section 35.14    Confidentiality.  Lessor shall keep confidential any financial or other confidential information disclosed by Lessee to Lessor in the course of Lessor's analysis and consideration of Lessee and this Lease (other than information which is a matter of public knowledge or may be obtained from sources readily available to the public), so long as Lessee clearly identifies such information in writing as "confidential" at the time of such disclosure.  Lessee shall keep confidential (i) this Lease, and (ii) any financial or other confidential information of Lessor disclosed by Lessor to Lessee in connection with this Lease (other than information which is a matter of public knowledge or may be obtained from sources readily available to the public), so long as Lessor clearly identifies such information in writing as "confidential" at the time of such disclosure.  However, such matters may be disclosed:  (a) to the directors, officers, partners, members, legal counsel, real estate brokers, and accountants of Lessor or Lessee, as the case may be, to the extent Lessor or Lessee, as the case may be, deems it necessary or appropriate in connection with the evaluation of this Lease; (b) with respect to Lessor, to a potential purchaser of the Property; (c) with respect to Lessee, to secure an assignee or sublessee for the Premises, (d) to potential or existing sources of financing or to potential or existing holders of equity interests of such party (including any disclosures to lenders, investors, underwriters, and other appropriate persons in connection with the offering of equity or debt interests); and (e) to the extent required by applicable Law, court order, or in any litigation in connection with this Lease. 


Section 35.15    Lessee's Responsibility Regarding Hazardous Substances.


(a)      Prohibition.  Lessee shall not cause or knowingly permit the manufacture, generation, storage, use, transportation, treatment, incineration, disposal, discharge or release of any Hazardous Substance in, on, under, from or about the Premises or the Property.  Notwithstanding the preceding sentence, Lessee may store and use supplies (in amounts not exceeding quantities normally used for Lessee’s approved use of Premises) containing Hazardous Substances so long as such supplies (a) are of a type and chemical composition commonly associated with Lessee’s approved use of Premises, (b) are stored and used only in such quantities as are reasonably incidental to such use and in compliance with any manufacturer’s directions or warnings and all applicable Laws, and (c) are disposed of by Lessee in compliance with applicable Laws.  Lessee shall store and use all such supplies in a manner which reduces to the greatest extent reasonably practical the threat of any release of any Hazardous Substance and shall promptly and with reasonable care clean up any such release to the satisfaction of Lessor and any governmental authority having jurisdiction thereof.  In no event shall Lessee use or store any asbestos‐containing materials or PCBs on or about the Property or the Premises.


 (b)     Required Warnings.  Lessee shall give all warnings required by the California Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health & Safety Code §§ 25249.5 et seq.), as amended from time to time, with respect to any exposures occurring in the Premises or as a result of Lessee’s use of the Premises or the Property.


(c)     Environmental Problems.  If Lessee knows or has reasonable cause to believe that any Hazardous Substance is located or will come to be located on the Premises or Property (an “Environmental Problem”), whether or not caused or permitted by Lessee, Lessee shall immediately notify Lessor.  Lessee shall exercise reasonable care to avoid any Lessee Related Environmental Problem (as such term is defined below).  Lessee shall give any and all notices of any Lessee Related Environmental Problem required by applicable Environmental Protection Laws, including, without limitation, any notice required by Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) and any notice required by Sections 13271 or 13272 of the California Water Code, as each may be amended from time to time.  Lessee shall immediately give Lessor notice of any governmental investigation or any governmental or regulatory action, proceeding, order or decree relating to any Lessee Related Environmental Problem and, at Lessee’s expense, shall timely comply in all respects with any such order or decree, unless Lessor first notifies Lessee that Lessor intends to contest such order or decree.  Prior to commencing any corrective or remedial action with respect to any Environmental Problem (except for any such action taken to comply with an order or decree which Lessor has not elected to contest), Lessee shall obtain the consent of Lessor (which shall not be unreasonably withheld or delayed) and each governmental authority exercising jurisdiction with respect to such Environmental Problem. 


(d)    Lessor’s Access to Information.  Within ten (10) business days after Lessor’s request therefor (or within such shorter time as may be reasonably required by Lessor), Lessee shall provide Lessor with any information reasonably requested by Lessor, to enable Lessor to comply with any applicable Environmental Protection Law. 


“Environmental Protection Law” means any applicable Law governing the manufacture, generation, storage, use, transportation, treatment, incineration, disposal, discharge, threatened discharge, release or threatened release of any Hazardous Substance, or otherwise relating to the protection of the environment or the health and safety of persons, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Water Pollution Prevention and Control Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the California Hazardous Substance Account Act (CA Health & Safety Code §§ 25300 et seq.), the California Hazardous Waste Control Act (CA Health & Safety Code §§ 25100 et seq.), the California Safe Drinking Water and Toxic Enforcement Act of 1986 (CA Health & Safety Code §§ 25249.5 et seq.) and the Porter Cologne Water Quality Control Act (CA Water Code §§ 13000 et seq.), as each may be amended from time to time.


“Hazardous Substance” means any hazardous, toxic, explosive, radioactive, infectious or dangerous substance, material, chemical, waste, contaminant or pollutant, including, without limitation, (a) any “hazardous substance” within the meaning of the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or the Carpenter‐Presley‐Tanner Hazardous Substance Account Act (CA Health & Safety Code §§ 25300 et seq.), as each may be amended from time to time, (b) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), as amended from time to time, (c) any “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” within the meaning of the California Hazardous Waste Control Act (CA Health & Safety Code §§ 25100 et seq.), as amended from time to time, (d) any “hazardous substance”, “waste” or “sewage” as defined or used in the Porter Cologne Water Quality Control Act (CA Water Code §§ 13000 et seq.), as amended from time to time, (e) petroleum, including crude oil or any fraction thereof, (f) any natural gas, liquefied natural gas, natural gas liquid or synthetic gas usable for fuel (or mixtures of natural and synthetic gas), or (g) any other substance, material, chemical, waste, toxicant, pollutant or contaminant regulated by any applicable Environmental Protection Law.


“Lessee Related Environmental Problem” means any Environmental Problem caused by (a) any act or omission of Lessee or Lessee’s Employees, or (b) Lessee’s use of the Premises or any other part of the Property.


(e)    Indemnity by Lessee.  If Lessee breaches its obligations stated in this Section 35.15, or if the presence of Hazardous Substances in, upon, under or about the Premises or other portions of the Building or Property caused by Lessee, Lessee's Employees or Lessee's sublessees results in the contamination of the Premises or other portions of the Building, or if contamination of the Premises or other portions of the Property by Hazardous Substances otherwise occurs for which Lessee may be liable to Lessor for damages resulting therefrom, then Lessee shall indemnify, defend and hold Lessor and Lessor's Employees harmless from and against any and all liabilities, costs, expenses, claims, judgments, damages, penalties, fines or losses (including, without limitation, diminution in value of the Premises or other portions of the Building, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises or other portions of the Building, damages arising from any adverse impact on marketing of space in the Premises or other portions of the Building, and sums paid in settlement of claims, attorneys' fees, consultants' fees and experts' fees) which arise after the execution date of this Lease or during the Term of this Lease or after the Term of this Lease as a result of such contamination.  This obligation of Lessee to indemnify, defend and hold Lessor harmless shall survive and extend beyond the expiration or earlier termination of this Lease for a period of one (1) year. 


Section 35.16    Nondiscrimination.  The Lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this Lease is made and accepted upon and subject to the following conditions.  That there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, religion, creed, national origin or ancestry, in the leasing, subleasing, transferring, use or enjoyment of the Premises, nor shall the Lessee himself, or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, sublessees, subtenants or vendees in the Premises.


Section 35.17    No Offer.  The preparation of this Lease and/or the submission of this Lease to Lessee shall not be deemed an offer to lease the Premises or any other premises to Lessee.  This Lease shall only become binding upon Lessor and Lessee when it is fully executed and a fully executed original Lease is delivered by Lessor to Lessee.


Section 35.18    Broker's Commission.     Lessor and Lessee each hereby represent and warrant to the other that it has not engaged or dealt with any real estate brokers, salespersons, finders or other persons entitled to any compensation (“Broker’s Commission”) relating to this Lease, except for L.A. Realty Partners.  If Lessee's or Lessor's representation and warranty contained in this paragraph is inaccurate, then the Party making the inaccurate representation hereby agrees to indemnify, defend, and hold the other harmless from and against any and all liabilities, costs and expenses (including, without limitation, attorneys' fees) incurred in connection with the claims of any brokers, salespersons, finders or other persons. 


Section 35.19    Joint and Several Obligations of Lessee.  If more than one individual or entity comprises Lessee, the obligations imposed on each individual or entity that comprises Lessee under this Lease shall  be joint and several.


Section 35.20    Jurisdiction and Enforcement.  The Parties hereto agree that this Lease Agreement is made and entered into in the County of Los Angeles, State of California, and that all legal actions relating to this Lease Agreement shall be filed and entertained in the Courts in and for the County of Los Angeles, State of California.


Section 35.21    Compliance with Safety Regulations.  Lessee shall comply, and Lessee shall require Lessee's Employees to comply, with all safety, fire protection, and evacuation procedures and regulations established by Lessor or by any government agency.


Section 35.22    Modifications to Building.  Lessor may elect to make certain modifications and improvements to the Building that may cause the building load factor and the rentable area of the Premises to change. Should this occur, then Lessee understands that upon substantial completion of said modifications / improvements, the rentable square footage for the Premises may increase / decrease, and Base Rental will increase / decrease by the proportion the revised rentable square feet bear to the rentable square feet shown on Section 1.1(g) above, except, however, that in no event shall Lessee’s Base Rental increase by more than one percent (1%) per year, two percent (2%) cumulative.


Section 35.23    Electromagnetic Fields.  Lessor and Lessee hereby recognize and understand that the National Institute of Environmental Health Sciences ("NIEHS") and the Department of Energy ("DOE") have conducted research to understand the potential for health risks from exposure to extremely low frequency electric and magnetic fields ("ELF-EMF"), and that said research has led the NIEHS and DOE to conclude: "Any scientific evidence to suggest that ELF-EMF exposure may pose health risk is weak (emphasis added)."  Because ongoing public concern over safety due to ELF-EMF exposure has prompted more research in this area, which research may subsequently conclude that adverse health effects may result from ELF-EMF exposure, Lessee hereby agrees that it shall not be entitled to claim any breach of warranty of quiet enjoyment, or any and all other damages, claims or losses based upon claims of injury or otherwise due to ELF-EMF exposure, it being deemed a material covenant on the part of Lessee, upon which Lessor relies in entering into this Lease, that Lessee hereby assumes the risk of any damage or injury to Lessee and to Lessee's Employees flowing from ELF-EMF exposure.


Section 35.24    Ban on Smoking.  Lessee understands that Lessor's ventilation system in the Building connects to more than one premises and/or to the Building's common areas, and that the City of El Segundo bans tenants from smoking within their own premises whenever a landlord's ventilation system connects to more than one premises or to the Building's commons areas.  Therefore, to prevent second-hand smoke from traveling through the Building's ventilation system and adversely affecting non-smoking tenants in other premises or common areas, Lessee agrees (1) that it will not permit any of Lessee's Employees to smoke any substance through any form (including, but not limited to, cigarettes, cigars, pipes, hookahs, vaporizers, e-cigarettes or electronic nicotine delivery systems (ENDS)) in the Premises or anywhere within the Building, and (2) that it will implement reasonable measures to direct Lessee's Employees to smoke outside the Building.  Lessee shall comply with all current and future federal, state, and local environmental and IAQ laws, regulations, and industry standards, including, without limitation, any restrictions on smoking in the workplace. 


Section 35.25    Financial Information Disclosure.  If reasonably required by Lessor, no more than once in any twelve (12) month period, and upon not less than thirty (30) days prior written request, Lessee shall deliver to Lessor (a) a current, accurate, complete, and detailed financial statement on Lessee to include a balance sheet, profit and loss statement, cash flow summary, and all accounting footnotes, prepared in accordance with generally accepted accounting principles consistently applied and certified by the Chief Financial Officer of Lessee to be a fair and true presentation of Lessee's current financial position; (b) if reasonably required by Lessor, a current, accurate, complete, and detailed financial statement on Lessee audited by an independent Certified Public Accountant; (c) current bank references for Lessee; and (d)  if available, a current Dun & Bradstreet Report about Lessee.  Lessee agrees that its failure to reasonably comply with this Section shall constitute an Event of Default by Lessee under the Lease.


Section 35.26    Interior Signage.  Lessor will provide Lessee, if so requested by Lessee, and at Lessor’s cost, for the first time only (using building standard materials and design) the following interior signage: (a) one (1) tenant suite sign located at the entrance to Lessee's Premises; and (b) one (1) directory strip sign located in the Building lobby.  Both signs will be provided for the display of the name and location of the Lessee of the Building shown in Section 1.1(b), and Lessor reserves the right to exclude any other names therefrom.


Section 35.27    Restrictive Covenant.  During the Lease Term and during all extensions thereof, Lessee shall not use, nor shall Lessee permit its successors, assigns, officers, directors, shareholders, parent, affiliated and subsidiary corporations, or affiliated Parties to use the Premises as a store, business, trade or profession (whether separately or as part of another entity) as a "salon" that engages in the sale, dispensing or providing, retail, or wholesale, of salon products and/or services, including, without limitation, facials, skin care treatments or products, massage, manicures, pedicures and hair styling. Lessee understands that by this reference Murad Salon, and Murad Salon's successors and assigns, shall be deemed third Party beneficiaries of said restrictive covenant.


Section 35.28    Rights Reserved by Lessor.  Provided that the exercise of such rights does not unreasonably interfere with Lessee's occupancy of the premises, Lessor shall have the following rights:


(a)    Building and Property Operations.  To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Building and Property, or any part thereof; to enter upon the Premises (after giving Lessee reasonable written notice thereof, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building and Property; to interrupt or temporarily suspend Building services and facilities; to change the name of the Building and/or Property; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building and/or Property;


(b)    Security.  To take such reasonable measures as Lessor deems advisable for the security of the Building, the Property and its occupants, such as, but not limited to, evacuating the Building for cause, suspected cause, or for drill purposes; temporarily denying access to the Building; and closing the Building after normal business hours and on Sundays and holidays, subject, however, to Lessee's right to enter when the Building is closed after normal business hours under such reasonable regulations as Lessor may prescribe from time to time;


(c)    Prospective Purchasers and Lenders.  Upon twenty-four (24) hours prior written notice, to enter the Premises during normal business hours and without disturbing the Lessee’s business, to show the Premises to prospective purchasers or lenders; and


(d)    Prospective Lessees.  At any time during the last three (3) months of the Term (or earlier if Lessee has notified Lessor in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default, to enter the Premises during normal business hours to show the Premises to prospective tenants, without disturbing the Lessee’s business.


Section 35.29    Construction of Agreement.  Each Party herein shall be deemed to have been the draftsman of this Lease and the language of this Lease shall be construed according to its fair meaning and not strictly for or against any of the Parties hereto.


Section 35.30    Inspection by Certified Access Specialist.     Lessor declares, pursuant to Section 1938 of the California Civil Code, that the Property has undergone inspection by a Certified Access Specialist (“CASp”) and that the Property has not been determined to meet all applicable construction-related accessibility standards pursuant to Section 55.53 of the California Civil Code.


Section 35.31    Electrical Consumption Regulations.  Lessee understands that during the Term it may experience fluctuations in lighting levels as mandated by the State of California, 2013 CALGreen, Part 11, Title 24, California Code of Regulations, and that Lessee, in conjunction with such rules and regulations, will not be permitted to override the motion sensors, dimmers, selected electrical duplex receptacles on timers and other electrical devices that Lessor specifically designed in the Building to reduce the amount of electrical consumption in the Premises.


Section 35.32    Rent Abatement Provisions.   Base Rental in the amount of $161,442.00, representing fifty percent (50%) of the Base Rental from April 1, 2017 through January 31, 2018, shall be conditionally abated.  The abatement of Base Rent is conditioned upon Lessee's full and timely performance of all of its obligations under the Lease.  If at any time during the Term an Event of Default by Lessee occurs, and is not cured within thirty (30) days, then the unamortized portion of the abatement of Base Rent over the initial term of this Lease shall immediately become void, and Lessee shall promptly pay to Lessor, in addition to all other amounts due to Lessor under this Lease, the full amount of all Base Rent herein abated.


Section 35.33    Monument Sign.  Lessor grants Lessee (for purposes of this Article "Lessee" shall mean only the original Party who signed this Lease as the Lessee) the nonexclusive right to display its name in the building standard font on the monument sign of the Building (the "Monument Sign") subject to the following provisions:


(a)    Lessee's right to display its name on the Monument Sign shall be automatically withdrawn by Lessor, without further notice to Lessee, thirty (30) days following the Commencement Date hereof, unless Lessee shall prior thereto (1) notify Lessor in writing that it elects to display its name on the Monument Sign, and (2) pay Lessor the cost to fabricate and install said signage;


(b)    Lessee's right to display its name on the Monument Sign shall be withdrawn by Lessor following fifteen (15) days written notice to Lessee by Lessor if Lessee (a) occupies less than 3,000 rentable square feet of the Building; (b) sublets, in the aggregate, more than 5,969 rentable square feet of the premises, (c) assigns the Lease, or (d) is in default of this Lease under Article 17 hereof;


(c)    Lessor shall install Lessee’s name on the Monument Sign and Lessee shall reimburse Lessor’s for all expenses related to such installation.  Additionally, Lessee shall pay to Lessor, from time to time and within thirty (30) days after receipt of written demand, Lessee's portion of all expenses incurred by Lessor that are attributable to the lighting (if applicable), maintenance, cleaning and repair of the Monument Sign during the period of time that Lessee's name is on the Monument Sign.  Lessee's portion of such expenses shall be calculated by Lessor by dividing such expenses equally among all lessees and occupants that have signs on the Monument Sign; 


(d)    Lessee shall pay to Lessor, in advance, without prior notice, demand or billing statement, on or before the first day of each calendar month, the prevailing monthly lease rate (the “Sign Rent”) then charged by Lessor for the sign, which Sign Rent shall be subject to increase by Lessor, from time to time, following sixty (60) day advance written notice to Lessee, to the prevailing rate for the sign uniformly applied to all tenants in the Building (however, the Sign Rent shall not increase more than one (1) time during any consecutive twelve (12) month period). Currently, the Sign Rent is Two Hundred Dollars ($200.00) per month. Following the date the Exterior Building Sign is installed on the Building, Lessee’s obligation to pay the Sign Rent shall continue throughout the Lease Term, including all extensions of the Term, irrespective of whether or not Lessee elects to remove the sign from the Building prior to the termination of the Lease;


(e)    Lessor shall have the right to relocate, redesign, and/or reconstruct the Monument Sign from time to time as determined by Lessor in Lessor's sole discretion; and 


(f)    Upon termination and/or expiration of the Lease Term, Lessor shall permanently remove Lessee's name from the Monument Sign, repair any damage to the Monument Sign that may result from the removal of Lessee's name, and charge Lessee for all expenses and costs incurred in connection with said removal and repair. The design, size, specifications, graphics, materials, colors, and lighting (if applicable) of the Monument Sign (and all panels, if any, on said sign) shall be determined by Lessor in Lessor’s sole discretion.


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Section 35.34    Amenity License.   Lessee and Lessee's employees are hereby granted a license during the Lease term for access to and for use of the exercise gym and the shower facilities located on the first floor of the Building, on a nonexclusive basis with the other tenants of the Building (to be used by Lessee for their intended and common use).


IN WITNESS WHEREOF, the Parties acknowledge that each has carefully read each and every provision of this Lease and that each has fully entered into this Lease as of the date first appearing above of its own free will and volition.  Signatures obtained by facsimile or pdf shall be deemed original signatures and shall carry the same full force and effect of original signatures to bind the Parties to the terms and conditions of this Lease.


"LESSOR"    "LESSEE"


The Plaza CP LLC    A-Mark Precious  Metals, Inc.
a California limited liability company    a California corporation


By:    The Plaza CP Corporation
a Delaware corporation
its Managing member










By:______________________________________    By:   ________________________________
Richard C. Lundquist    
President    Print Name:   _________________________


Title:  ______________________________










By:______________________________________    By:   _______________________________
Leonard E. Blakesley, Jr.    
Secretary    Print Name:   ________________________


Title:  ______________________________



LIST OF EXHIBITS




A-1    Building


A-2    Legal Description
A-3    Continental Park
B    Notice of Commencement Date
C    Construction Work Letter
C-1    Minimum Building Standard Lessee Improvement Finishes and Materials
C-2    Premises
C-3    Conduct of the Work and Rules of the Site
C-4    Continental Construction Project Close Out Package Acceptance Checklist
D    Building Standard Services and Utilities
E    Rules & Regulations
F    Parking Facilities





BUILDING






LEGAL DESCRIPTION OF LAND


PARCEL 1:


THE SURFACE AND THAT PORTION OF THE SUBSURFACE WHICH LIES ABOVE A PLANE 450 FEET BELOW THE MEAN LOW WATER LEVEL OF THE PACIFIC OCEAN (AS SAID MEAN LOW WATER LEVEL IS ESTABLISHED BY U.S. COAST AND GEODETIC SURVEY BENCH ALONG THE SHORELINE) OF THE FOLLOWING DESCRIBED PROPERTY, SITUATED IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, TO WIT:


PARCEL 4, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 12659, FILED IN BOOK 124 PAGE 52 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


EXCEPT THEREFROM ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT, WITHIN OR THAT MAY BE PRODUCED FROM SAID LAND, PROVIDED, HOWEVER, THAT THE SURFACE OF SAID LAND SHALL NEVER BE USED FOR EXPLORATION, DEVELOPMENT, EXTRACTION, REMOVAL OR STORAGE OF SAID OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND OTHER MINERALS, AND FURTHER PROVIDED NO INSTALLATION CONSTRUCTED THEREON SHALL BE DISTURBED IN ANY MANNER IN EXTRACTING SAID RESERVED MINERALS, AS RESERVED IN DEED FROM STANDARD OIL COMPANY OF CALIFORNIA, RECORDED DECEMBER 20, 1960, AS INSTRUMENT NO. 1622, IN BOOK D-1069 PAGE 595, OFFICIAL RECORDS.




PARCEL 2:


A NON-EXCLUSIVE RIGHT FOR VEHICULAR AND PEDESTRIAN USE TO AND FROM THE SOUTHERLY 12.50 FEET OF PARCELS 2 AND 3 OF SAID PARCEL MAP NO. 12659, FILED IN BOOK 124 PAGE 52 OF PARCEL MAPS, AS DISCLOSED IN THAT CERTAIN INSTRUMENT BY AND BETWEEN CONTINENTAL DEVELOPMENT CORPORATION, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEMS AND UNION BANK, RECORDED MARCH 29, 1985, AS INSTRUMENT NO. 85-342807, OFFICIAL RECORDS. 




[more commonly known as:    2101 / 2121 / 2141
Rosecrans Avenue
El Segundo, California]









CONTINENTAL PARK




NOTICE OF COMMENCEMENT DATE


Date              
To:    A-Mark Precious  Metals, Inc.
		
	Re:
	Lease Agreement (“Lease”) dated July 7, 2016, between The Plaza CP LLC, a California limited liability company, "Lessor," and A-Mark Precious  Metals, Inc., a California corporation, "Lessee," concerning Suite 6300, located at 2121 Rosecrans Avenue, El Segundo, California.




Gentlemen:


In accordance with the subject Lease, we wish to advise and/or confirm as follows:


1.    That the Premises have been accepted herewith by the Lessee as being substantially complete in accordance with the subject Lease, and that there is no deficiency in construction.


2.    That the Lessee has possession of the subject Premises and acknowledges that under the provisions of the subject Lease, the term of said Lease commenced on [OR] shall commence on ________________, for a term of ________________, ending on ________________.


3.    That in accordance with the subject Lease, rental commenced to accrue on _________________. 


4.    That if the Commencement Date of the subject Lease is other than the first day of the month, the first billing will contain a pro rata adjustment.  Thereafter each monthly installment of Rent shall be for the full amount as provided for in said Lease.


5.    That rent is due and payable in advance on the first day of each and every month during the Term of said Lease.  Rent checks should be made payable to The Plaza CP LLC and mailed to either of the following addresses:


Regular Mail:                        Overnight Mail: 
The Plaza CP, LLC                     Wells Fargo Lockbox-E2001-049
P.O. Box 79456                        Ref: The Plaza CP, LLC
City of Industry, CA  91716-9456                Box #79456
3440 Flair Drive
El Monte, CA  91731


6.    Signatures obtained by facsimile or pdf shall be deemed original signatures and shall carry the same full force and effect of original signatures to bind the Parties to the terms and conditions of this document.


"LESSOR"    "LESSEE"
The Plaza CP LLC    A-Mark Precious  Metals, Inc.
a California limited liability company    a California corporation
By :    The Plaza CP Corporation
a Delaware corporation
its Managing member
FORM ONLY – DO NOT SIGN


By:  _________________________________        
Richard C. Lundquist, President    


By:  _________________________________        
Leonard E. Blakesley, Jr., Secretary



CONSTRUCTION WORK LETTER


THIS CONSTRUCTION WORK LETTER (the "Agreement") supplements the Lease to which this Agreement is attached.  The terms used herein shall have the same meanings as set forth in the Lease, unless such meanings are expressly contradicted herein.  In addition, all rights and remedies of Lessor and Lessee under the Lease shall apply in the event of a default in any of the provisions of this Agreement, and this Agreement is hereby made a part of the Lease.


1.    Construction of Base Building


1.1    Base Building Improvements.  Lessor has constructed and Lessee hereby accepts as constructed the Base Building Improvements consisting of a parking facility and building shell and core (collectively the "Base Building Improvements").  The building shell and core includes the following:  (a) bare, trowel finished, concrete slab floors; (b) finished core area, including elevators and common area elevator lobbies, toilet rooms, electrical rooms, telephone rooms, janitorial closets, exit stairs and mechanical shafts; (c) primary heating, ventilation and air conditioning service stubbed out to the floor, including main supply air duct, base building digital control system (where applicable) for the HVAC and heating hot water supply mains (Lessee's HVAC improvements to the Premises shall properly and without special requirements, interface and integrate with the Base Building HVAC and its Direct Digital Control System. Such interface and integration, as well as the design of the HVAC system for the Premises, including the distribution thereof shall be consistent and compatible with Lessor's operating requirements and use only a proportionate share of the Building system's capacity); (d) primary fire sprinkler system in open floor plan configuration (any modification to such sprinkler system within the Premises for the Lessee shall be a part of the Lessee Improvements); (e) main electrical panels on each floor including breakers but no distribution; and (f) primary distribution for the fire safety system required by applicable code for unoccupied buildings (including the primary fire sprinkler system and alarms).  Any and all modifications to the Base Building Improvements mandated or otherwise required by application and/or interpretation of any federal, state, local or other applicable governmental statutes, ordinances, codes, rules, regulations, controls or guidelines (collectively, "Laws") to the extent caused by Lessee's use of, and/or the construction of the Lessee Improvements (as defined in Section 1.2 below) within, the Premises shall be a part of the Lessee Improvements.  Thereafter, Lessor shall furnish and install within the Premises those improvements and items of general construction (the "Lessee Improvements") shown on the plans and specifications diligently prepared by Lessor and Lessee and approved by Lessor and Lessee pursuant to Section 2 below, in compliance with all applicable codes and regulations.  No portion or element of the Lessee Improvements in the sole judgment of Lessor, shall in any way be in conflict with or adversely impact the Building or any of its systems. All Lessee Improvements shall be constructed pursuant to this Work Letter.


1.2    Lessee Improvements.  Lessor shall construct and install (collectively, "construct") the Improvements to the Premises as set forth herein (the "Lessee Improvements") pursuant to plans and specifications mutually approved by the Lessor and Lessee and prepared by the Building Architect.  The Lessee Improvements shall consist of, at a minimum, the "Building Standard Improvements" (which Building Standard Improvements are set forth in Exhibit "C-1" attached hereto and made a part hereof) in order to construct a standard office in the Premises, together with an HVAC control system (as specified by Lessor) which Lessor shall connect to the Base Building HVAC control system in accordance with Lessor's specifications and such other improvements as specified in the "Final Plans" (as hereinafter defined) or required by Law.  The cost of preparing the plans and specifications for the Lessee Improvements and the cost of constructing the Lessee Improvements shall, except as otherwise provided herein, be borne by Lessee.


1.3    Lessor Supplied Improvements.  Lessor shall supply, at Lessor’s sole cost, certain items of the Lessee Improvements including, but not limited to, partial distribution HVAC ductwork, electrical runs to lights, partial sprinkler system piping and sprinkler heads, window coverings and perimeter wall, core wall and column wrap drywall, which shall be valued in accordance with Lessor's schedule of values for such items which Lessor shall have prepared for the Building for use by Lessee and other tenants.   Lessor shall be responsible for bringing all HVAC and other utilities to the Premises, without cost to the Lessee.  


2.    Plans and Specifications.


2.1    Schematic Drawings.  If the Schematic Drawings depicting the layout of the Premises and the location of the Lessee Improvements therein (the "Schematic Drawings") have already been prepared and approved by Lessor and Lessee prior to the full execution of this Lease (which includes this Agreement), then same shall be attached hereto as Exhibit "C-5") and made a part hereof.  If the Schematic Drawings are not attached as Exhibit "C-5" hereto at the time this Lease is fully executed, then the following procedure shall be used to prepare and approve of the Schematic Drawings.  No later than five (5) days following the full execution of this Lease, Lessee shall meet with the Architect and provide such information as is necessary or appropriate for the Architect to prepare the Schematic Drawings.  Such Schematic Drawings, upon completion thereof (which in no event shall be more than thirty (30) days after the execution of this Lease), shall be submitted to Lessor and Lessee for approval.  Within five (5) days after Lessee's receipt of such Schematic Drawings, Lessee shall notify Lessor and Architect of the changes, if any, which Lessee desires to make to such Schematic Drawings, which notice shall be in writing and shall identify with specificity the changes which Lessee desires to make and shall attach a copy of the Schematic Drawings initialed by Lessee and showing the desired changes (the "Lessee's Schematic Notice").  Within five (5) business days following Lessor's receipt of the Schematic Drawings and Lessee's Schematic Notice, Lessor shall either approve or disapprove thereof.  If Lessor disapproves, Lessor shall specify in writing the changes which Lessor requires and the Schematic Drawings shall be revised by the Architect to reflect those changes described in Lessee's Schematic Notice which are not disapproved by Lessor and such other items needed to satisfy Lessor's objections thereto, all of which must also be approved by the Lessee.  At Lessor's request, upon completion of the revised Schematic Drawings, Lessor and Lessee shall initial same, thereby acknowledging their approval of the form of such Schematic Drawings.


2.2    Final Plans.  Upon completion of the Schematic Drawings as revised in accordance with Section 2.1 above, the Architect shall prepare final plans and specifications and working drawings, including engineered Mechanical, Electrical and Plumbing drawings (collectively the "Final Plans") based upon and incorporating such Schematic Drawings as revised as provided hereinabove.  Upon completion of the Final Plans, same shall be submitted to Lessor and Lessee for approval.  If Lessor consents in writing thereto, such Final Plans may exclude certain finish specifications (such as, the color of paint or the color or design of wall or floor coverings) so long as such specifications are not needed in order to submit the Final Plans for Permits (as hereinafter defined) and so long as such specifications are delivered to Lessor for Lessor's approval thereof within thirty (30) days after delivery to Lessor of the Final Plans.  Such finish specifications shall not be incorporated into the Lessee Improvements until same are approved by Lessor in writing.  Within ten (10) days after Lessee's receipt of the Final Plans, Lessee shall notify Lessor and the Architect of the changes, if any, which Lessee desires to make to such Final Plans, which notice shall be in writing and shall identify with specificity the changes which Lessee desires to make and shall attach a copy of the Final Plans initialed by Lessee and showing the desired changes (the "Lessee's Final Notice").  Without Lessor's prior consent, which shall not be unreasonably withheld or delayed, Lessee shall not change any portion of the Final Plans which incorporate the improvements depicted in the Schematic Drawings, as revised in accordance with Section 2.1 above, or which is a natural progression of such improvements.  Within ten (10) business days, Lessor shall approve or disapprove thereof.  If Lessor disapproves, Lessor shall identify in writing and with specificity the reason for Lessor's disapproval, and the Final Plans shall be revised by the Architect to reflect those changes described in Lessee's Final Notice which are not disapproved by Lessor and such other items needed to satisfy Lessor's objections thereto, all of which must also be approved by the Lessee.  The improvements depicted on the Final Plans, as so revised, shall constitute the "Lessee Improvements."  At Lessor's request, upon completion of the revised Final Plans, Lessor and Lessee shall initial same, thereby acknowledging their approval of the form of such Final Plans. 


2.3    Standard of Review by Lessee.  Lessee agrees that any material changes which it desires to make as set forth in Lessee's Schematic Notice and Lessee's Final Notice shall be reasonable and made in good faith.  In the event Lessor and Lessee have any differences with respect to changes each desires to make to the Schematic Drawings or Final Plans, Lessor and Lessee shall promptly meet and use good faith efforts to resolve the differences.


2.4    Accuracy of Plans and Specifications.  Notwithstanding the fact that Lessor may provide drawings and/or any other type of information regarding the Premises or the Building (“Information”), review and denote revisions to the Schematic Drawings and Final Plans, and that Lessor may have designated or approved of the Architect, Lessor shall not be liable in any way to Lessee or any other person or entity for any deficiencies in the Information, Schematic Drawings, or Final Plans, delays in the preparation and/or delivery thereof, or any errors or omissions by the Architect, nor shall same constitute a warranty or guaranty that the Information or Final Plans are complete or accurate, or that the improvements depicted therein do or will comply with any Laws, or are sufficient for Lessee's use or business.


3.    Permits.  As soon as practicable following completion of the Final Plans, Lessor or the Architect shall submit the Final Plans to all appropriate governmental authorities, pay the appropriate filing fees, and attempt to obtain all permits and approvals (the "Permits") necessary or appropriate to allow the construction of the Lessee Improvements.  If, as part of the procedure of obtaining or attempting to obtain Permits, any governmental agencies or authorities request changes in the Final Plans, the Final Plans shall be modified to incorporate such changes unless Lessor or Lessee do not approve thereof, which approval shall not be unreasonably withheld.  The Architect shall promptly revise the Final Plans as required by such governmental agencies or authorities unless such required revisions are reasonably disapproved of by Lessor or Lessee.  


4.    Construction.  Lessor shall submit the Final Plans to three (3) qualified general contractors to obtain bids for the Work.  Lessor shall perform a bid evaluation and include the lowest qualified bid in the Construction Costs as submitted to Lessor for approval pursuant Section 5 below.  The general contractor selected by Lessor shall construct the Lessee Improvements in accordance with the Final Plans for which Permits are issued as well as in accordance with all terms and conditions set forth in this Exhibit "C" and the attached Exhibit "C-1" (Minimum Building Standard Lessee Improvement Finishes & Materials) and Exhibit "C-3" (Conduct of The Work & Rules of the Site).  Lessor or such general contractor shall commence and thereafter complete the construction of the Lessee Improvements in a reasonably diligent and first-class manner; provided, however, neither Lessor nor the general contractor shall be obligated to incur overtime premium wage rates or be obligated to construct any improvements not set forth in such Final Plans.  Lessor and Lessor's contractor shall notify Lessee's architect in writing of any changes in construction of the Premises due to field conditions or Building modifications that may occur and no such changes shall be made (whether or not they affect the cost of construction) without the Lessee's consent, which consent shall not be unreasonably withheld unless such changes are necessary to preserve the structural integrity of the Building or Leased Premises or any Building Systems.    


5.    Costs of Construction – Lessee Improvements.  Lessee shall pay all construction costs, which shall be defined as all costs and expenses incurred in the construction of the Lessee Improvements as contained in a detailed construction budget approved by the Lessee ("Construction Costs"), in excess of the amount of the Lessor's Construction Allowance, which shall be $536,620.00 ("Lessor's Construction Allowance").  Lessor shall also provide Lessee with an additional sum of $1,149.90 for space planning costs.  Costs shall include, in addition to any other items or costs set forth elsewhere in this Construction Work Letter, without limitation, the costs of:  (a) the Architect, engineers and space planners (including design fees and costs); (b) materials, including acquiring, fabricating or constructing such materials as may be required; (c) all fees and charges associated with plan check and permitting of the Lessee Improvements; (d) testing and inspection, trash removal, contractor's fees and general conditions, not to exceed (10%) of the Construction Costs; (e) changes in the Base, Shell and Core work when such changes are required by the Construction Drawings, including all direct architectural and/or engineering fees and expenses incurred in connection therewith; (f) any changes to the Construction Drawings or Lessee Improvements; (g) any repair of damage to the Building caused by Lessee in connection with the construction and installation of the Lessee Improvements; (h) sales and use taxes; (i) reimbursement to Lessor in a sum equivalent to three percent (3%) of the total Construction Costs as and for Lessor's Project Management Fee; and (j) all other reasonable costs to be expended by Lessor in connection with the construction of the Lessee Improvements.  The Construction Costs, after deduction for the Lessor's Construction Allowance, are referred to herein as the "Lessee's Construction Costs."  Prior to the commencement of construction of the Lessee Improvements, Lessor shall notify Lessee in writing of the amount which Lessor estimates will be the Construction Cost and Lessee's Construction Costs.  Prior to commencement of construction, Lessee shall pay to Lessor one-half of the amount of Lessee's Construction Cost, with the balance due upon Substantial Completion of the Premises.


Any unused portion of the Lessor’s Construction allowance may be used by Lessee, following thirty (30) day advance written notice to Lessor, in an amount not to exceed fifty percent (50%) of the Base Rental due in a single month over the Term, and by no later than April 1, 2018, towards its monthly Basic Rent obligation.


6.    Change Orders.  Lessor shall not be obligated to consent to, or make, any material changes or additions requested by Lessee to the Final Plans once such Final Plans have been approved by Lessor and Lessee.  Any such material changes or additions requested by Lessee and consented to by Lessor ("Change Orders") shall be at the sole cost and expense of Lessee, and the increased cost of construction of the Lessee Improvements (less any costs savings) caused by the Change Orders, shall be the responsibility of Lessee.  Lessee shall also be responsible for all costs and expenses resulting from or arising out of any delay in completing the construction of the Lessee Improvements as a result of such Change Orders.  Furthermore, the Commencement Date shall not be delayed by, nor shall Rent be abated as a result of, any delays in Substantial Completion of the Lessee Improvements due to any Change Orders (a “Lessee Delay”).  Lessee shall pay to Lessor the costs and expenses relating to Change Orders, in full, prior to commencement of any work relating to such Change Orders.  As compensation to Lessor for supervision of such Change Orders, the costs and expenses of the Change Orders shall also include an amount equal to five percent (5%) of said costs and expenses.  For changes requested by Lessee, Lessor shall cause the general contractor and any required architect or engineers to provide pricing for the requested change.  The cost of the change shall be submitted to Lessee for approval prior to the commencement of the work covered by such costs.  If approved by Lessee, it shall become a Change Order pursuant the terms of this Section.


7.    Punch List.  Within fifteen (15) days after the Lessee Improvements performed by Lessor are Substantially Complete, but prior to occupancy by Lessee, Lessor and Lessee shall together conduct an inspection of the Premises and prepare a "punch list" setting forth any portions of the Lessee Improvements performed by Lessor that are not in conformance with the Lessee Improvements to be performed by Lessor as required by the terms of this Lease.  Lessor agrees to complete such punch list items within forty-five (45) days.
8.    Close Out Package.    Lessor shall be responsible for the preparation and the delivery of all applicable items to Lessee outlined in that certain attachment to this Exhibit and entitled "Continental Construction Project Close Out Package Acceptance Check List," which is attached hereto as Exhibit “C-4.”  


9.    Substantial Completion.  The term "Ready for Occupancy" shall mean the date on which substantial completion of the Lessee Improvements has occurred.  Substantial completion of the Lessee Improvements shall be deemed to have occurred on the date the Lessee Improvements have been completed in substantial accordance with the Final Plans, except for matters not adversely affecting Lessee's use or occupancy of the Premises and except for punch list items (i.e., minor details of construction, mechanical adjustments or decorations which do not materially interfere with Lessee's use of the Premises).  The Premises shall be deemed Ready for Occupancy even though certain portions of the Building, which do not interfere with Lessee's efficient conduct of its business, have not been fully completed, and even though Lessee's furniture, telephones, telexes, facsimiles, photocopy machines, computers and other business machines or equipment have not been installed, the purchase and installation of which shall be Lessee's sole responsibility.  If Lessee does not furnish the necessary information and reasonably cooperate with Lessor, the Architect and all other persons needed in connection with the preparation for or construction of the Lessee Improvements, or does not furnish or complete, or is delayed in furnishing or completing, installation of any furniture, fixtures or equipment in or about the Premises which Lessee or Lessee's vendor or contractor is obligated to furnish or install, or does not comply with each of the time requirements of this Agreement, or any action or inaction of Lessee or Lessee's Employees causes or results in a delay in the date the Lessee Improvements would have been substantially completed, same shall be deemed to be "Lessee Delays," and the date of substantial completion of the Lessee Improvements shall be deemed to have occurred earlier by the number of days of Lessee Delays.  Lessee agrees that it shall fully cooperate with Lessor, the Architect and the general contractor, if any, to the extent necessary to assure substantial completion of the Lessee Improvements as soon as is reasonably possible. Lessor warrants that the base Building mechanical, electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good working order as of the date Lessor delivers possession of the Premises to Lessee.  Except to the extent caused by the acts or omissions of Lessee or by any Alterations or improvements (other than the Lessee Improvements) performed by or on behalf of Lessee, if such systems are not in good working order as of the date possession of the Premises is delivered to Lessee and Lessee provides Lessor with notice of the same within sixty (60) days following the date Lessor delivers possession of the Premises to Lessee, Lessor shall be responsible for repairing or restoring the same.  Notwithstanding anything contained herein to the contrary, Lessee shall have six (6) months from the completion of the Lessee Improvements to be performed by Lessor in which to discover and notify Lessor of any latent defects in the Lessee Improvements.  Lessor shall be responsible for the correction of any latent defects with respect to which it received timely notice from Lessee.  


10.    No Miscellaneous Charges.  Neither Lessee nor the Contractor shall be charged for parking or for the use of electricity, water, toilet facilities and elevators during the construction of the Lessee Improvements.


11.    Life-Fire Safety Codes, Etc.  Subject to Section 1.1 above, in the event that the Building and/or the Premises, as constructed, do not comply with life-fire safety codes, physical handicap codes, and/or earthquake safety codes in effect on the date of the Lease, and a result of such non-compliance the costs of designing and constructing the Lessee Improvements increases over what it would have been had the Building and Premises been in compliance with such codes, then Lessor shall pay and bear those increased costs in addition to (and not as part of) the Lessor's Construction Allowance.


12.    Description Of Depreciable Construction Costs. Lessee agrees that Lessor's Tenant Improvement Allowance shall be applied towards the cost of new separately depreciable building components (which shall be owned by Lessor) not related to the operation of the building as a whole, all of which shall be detailed on Exhibit "Z" attached hereto. Should no Exhibit "Z" be attached to the Lease at the time the Parties shall execute this Lease then the following procedure shall be used to prepare and approve said Exhibit "Z" hereafter. No later than fifteen (15) days following Lessee's occupancy of the Premises, Lessee shall provide Lessor with any and all information Lessor may reasonably request to enable Lessor to prepare said Exhibit "Z," which the Parties understand Lessor shall prepare in such a manner as to detail the items (e.g., window coverings, carpeting, mill work, etc.), construction work and other costs/charges Lessor shall designate as "depreciable building components not related to the operation of the Building as a whole."  Such exhibit shall thereafter be attached to the Lease, following Lessee's consent of the same (which consent shall not be unreasonably withheld, delayed or conditioned).  Should Lessee fail to consent to Lessor's exhibit within fifteen (15) days of Lessor's delivery of the same to Lessee, such failure shall be an "Event of Default" by Lessee. 









MINIMUM BUILDING STANDARD LESSEE IMPROVEMENT
FINISHES & MATERIALS
2101/2121/2141 Rosecrans (Plaza)
(Revised 08/11/15)


The tenant improvements shall be constructed in accordance with Owner's Building Standard Tenant Improvements, as follows:


06200 - FINISH CARPENTRY


A.    TELEPHONE BACKBOARD:


Fire-rated 4'-0" x 8'-0" x 3/4" with 3" radius corners, painted Building Standard gray.


(Minimum Standard:  One (1) per Tenant space)


B.    LUNCH ROOM CABINETS:


Furnish and install upper and lower plastic laminate faced cabinets and countertop, Melamine lined interiors. (Note: Countertop to have waterfall "dam" edge.)  Include cutout for sink and backing for wall hung cabinets.  Cabinet Laminate:  Pionite WX041-S, Anigre.  Counter Top:  Pionite AE021-S, Graphite Spectrum.    


(Minimum Standard:  8' lineal feet in the lunch room for tenant space over 10,000 usable sq. ft.)


08120 - ALUMINUM DOOR FRAMES


08210 - WOOD DOORS


08710 - FINISH HARDWARE


A.    TENANT INTERIOR DOOR:


Doors - 3'-0" x 8'-0" solid particle board core, 13⁄4" thick Anigre, pre-finished with clear satin open coat finish, pre-machined for lever handle latchset located 3'-6" above finish floor, and pre-fit.  Doors to be manufactured with 10" bottom rail. 


Door Frames - 3'-0" x 8'-0" Western Integrated aluminum frame, anodized clear aluminum finish.


Latch Set - Schlage D53PD Rhodes lever handle cylindrical bored latchset, 630 finish.


Hinges - Two (2) pairs of fully mortised hinges per door, Stanley FBB179, 41⁄2" x 4," 630 finish.


Door Stop - Floor mounted door stop, Trimco W1213ES or Quality 331E5 630 finish, with spacers where required.


(Minimum Standard:  One (1) door assembly per 500 sq. ft. of  useable  floor area.)


Sidelights – 30" w x 8' – 0" height to match adjacent door Timely of equal: 3/8" clear tempered glass; color clear anodized; sidelight to be integral part of door frame.


(Minimum Standard:  One (1) per interior door.)




B.    TENANT ENTRY DOOR:


Door - 3'-0" x 8'-0" solid particle board core, 13⁄4" thick Anigre, pre-finished with clear satin open coat finish, pre-machined for lever handle lockset located 3'-6" above finish floor, pre-fit, and labeled with a twenty (20) minute fire rating.  Doors to be manufactured with 10" bottom rail. 


Door Frame - 3'-0" x 8'-0" Western Integrated aluminum frame, clear anodized aluminum finish, with twenty (20) minute fire rated label.


Lockset - Schlage L9453 lockset with 03 lever, 630 finish.


Hinges - Two (2) pairs of fully mortised hinges per door, Stanley FBB179 41⁄2" x 4," 630 finish.


Closer - Norton 8502 closer with factory sprayed aluminum finish, control arm DN Tenant's side of door.


Door Stop -Floor mounted door stop, Trimco W1213ES or Quality 331E5 630 finish, with spacers where required.


(Minimum Standard:  Minimum required by code - one (1) door assembly for less than 3,000 sq. ft. of usable floor area; or two (2) door assemblies for more than 3,000 sq. ft. of usable floor area.)


09100 - METAL SUPPORT SYSTEM


09250 - GYPSUM WALLBOARD


A.    STANDARD INTERIOR PARTITIONS: 


Furnish and install partitions with 2 1⁄2" x 25 gauge metal studs at 24" on center, one layer of 5/8" thick type "X" drywall on each side to underside of 8'-8" ceiling tile (at floors above the ground floor.)  Provide seismic bracing as required, and control joints and control joint sealants in partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped; visible joints to be spackled and sanded ready for painting.


(Minimum Standard:  One (1) linear foot for each 20 usable square feet of floor area.)


B.    GROUND FLOOR INTERIOR PARTITIONS 


Furnish and install partitions with 2 1⁄2" x 20 gauge metal studs at 16" on center, one layer of 5/8" thick type "X" drywall on each side to underside of 12'-0"± ceiling tile.  Provide seismic bracing as required, and control joints, and control joint sealants in partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped, visible joints to be spackled and sanded ready for painting.


(Minimum Standard:  One (1) linear foot for each 20 usable square feet of floor area.)


C.    DEMISING PARTITIONS


Furnish and install partitions with 21⁄2" x  25 gauge metal studs at 24" on center, slab to slab, at floors above the ground floor, with one layer of 5/8" thick type "X" drywall on each side.  Provide 21⁄2" thick full batt sound insulation, seismic bracing as required, and control joints and control joint sealants in partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped; visible joints to be spackled and sanded ready for painting.  Caulk joint between bottom of wall board and the floor.


(Minimum Standard:  One half (1⁄2) of the cost of demising partitions shall be allocated between adjacent tenants.)


D.    GROUND FLOOR DEMISING PARTITIONS


Furnish and install extra height partitions, (15' ± to underside of slab), with 21⁄2" x  18 gauge metal studs at 16" on center, slab to slab, with one layer of 5/8" thick type "X" drywall on each side.  Provide 21⁄2" thick full batt sound insulation, seismic bracing as required, and control joints and control joint sealants in partitions, as recommended by gypsum wall board manufacturer.  All joints are to be taped; visible joints to be spackled and sanded ready for painting.  Caulk joint between bottom of wall board and the floor.


(Minimum Standard:  One half (1⁄2) of the cost of demising partitions shall be allocated between adjacent tenants.)


E.    PUBLIC (TUNNEL) CORRIDOR PARTITIONS


Furnish and install tunnel corridor partitions at floors above the ground floor, with 21⁄2" x  25 gauge metal studs at 24" on center, with one layer of 5/8" thick type "X" drywall on each side. Provide full 21⁄2" thick sound attenuating fire blanket insulation 21⁄2" thick full batt sound insulation.  All joints are to be taped; visible joints to be spackled and sanded ready for painting.  Caulk joint between bottom of wall board and the floor.


(Minimum Standard:  One half (1⁄2) of the cost of public corridor partitions shall be allocated to that portion of a tenant's space contiguous with the corridor.)


F.    GROUND FLOOR PUBLIC (TUNNEL) CORRIDOR PARTITIONS


Furnish and install tunnel corridor partitions at the ground floor with 21⁄2" x  25 gauge metal studs at 24" on center, with one layer of 5/8" thick type "X" drywall on each side. Provide full 21⁄2" thick sound attenuating fire blanket insulation.  All joints are to be taped; visible joints to be spackled and sanded ready for painting.  Caulk joint between bottom of wall board and the floor.


(Minimum Standard:  One half (1⁄2) of the cost of public corridor partitions shall be allocated to tenants.)


G.    WINDOW MULLION CLOSURE


Furnish and install one window mullion closure, as detailed, from sill to top of window pocket.
(Minimum Standard:  One (1) for each 750 usable square feet of floor area.)


Building Standard demising Partition Alternate gypboard modules & stud spacing - Furnish and install 40" wide gypboard with 20" stud spacing in lieu of specified 48" wide gypboard and 24" stud spacing, to facilitate handling for standard demising partitions.


		
	H.
	TENANT MODULAR FURNITURE




Overhead storage or binder bins for Tenant installed modular furniture must be attached to a system panel.  Binder bins or overhead storage units cannot be attached directly to any interior or demising wall partitions.


09510 - ACOUSTICAL CEILING


A.    ACOUSTICAL CEILING


Furnish and install 2' x 2' suspended ceiling system, USG Interiors, Inc., Donn Fine Line ceiling grid system, with Armstrong beveled Tegular Cirrus  ceiling tile, continuous within demised premises.  Grid system finish shall be white with white slots.  Provide compression posts and seismic bracing, and hanger wires for light fixtures, as required.  Include the cost of cutting tile for sprinklers, exit signs, and all other similar ceiling penetrations.  Permanent markings to be made on the floor to assure that grid will line up when the walls are removed.  Main runners to run east west.


(Minimum Standard:  All ceilings within demised area.)


B.    WALL ANGLES


Furnish and install Donn wall angles at ceiling penetrations and perimeter of walls that penetrate ceiling.


(Minimum Standard:  All ceilings within demised area.)


09650 - RESILIENT FLOORING


A.    VINYL COMPOSITION TILE


Furnish and install Armstrong Standard Excelon tile.  Provide floor preparation as required.  Color to be selected from Lessor's standard samples.


(Minimum Standard:  for 10% of the useable floor area.)


B.     BASE @ VCT FLOORING


Furnish and install 21⁄2" top set cove rubber base, Burke or equal.  Color to be selected from Lessor's standard samples.


(Minimum Standard:  All walls at VCT areas.)


C.    FLOORING TRANSITION REDUCER STRIP


Furnish and install vinyl reducer strips at transitions between carpet and VCT flooring.  Color as selected from Owner's standard samples.


(Minimum Standard:  All carpet to VCT floor transitions.)


09680 - CARPET


A.    CARPETING - GLUE DOWN


Furnish and install Building Standard carpet – The New Patcraft & Designweave, 10129 – Night Moves, Color – 29119 – Lunar Tides.  Provide floor preparation as required.  Color to be selected from Lessor's standard samples.


(Minimum Standard:  Useable floor areas not installed with VCT or sheet vinyl.)
B.    CARPET BASE


Furnish and install 4" top set straight rubber carpet base, Burke Mercer.  Color: 503 Ginger.


(Minimum Standard:  All walls at carpeted areas.)


09900 - PAINTING


A.    PARTITION WALL PAINT


Paint walls with two coats of water-base flat paint, (eggshell finish not allowed).  Color to be selected from Owner's standard samples.


(Minimum Standard:  All exposed surfaces of building standard partitions including column wraps, perimeter sill walls, and tenant side of building core walls and corridors.)


12512 - VERTICAL LOUVER BLINDS


A.    VERTICAL LOUVER BLINDS - ABOVE GROUND FLOOR


Re-use existing hardware, furnish and install new 31⁄2" perforated PVC louver blades manufactured by Sunstop, color white.  Replace missing end caps, pulleys and weights, and other accessories, matching existing hardware, as required 


(Minimum Standard:  One (1) per each exterior ground floor window.)


B.    VERTICAL LOUVER BLINDS - GROUND FLOOR


Vertical louver blinds not allowed on ground floor for any interior courtyard space.


(Minimum Standard:  None.)


15200 - FIRE SPRINKLER HEAD REPLACEMENT


A.    SPRINKLER HEAD REPLACEMENT 


Furnish and install a new replacement brushed nickel plated escutcheon, ceiling-mounted, semi-recessed fire sprinkler head to match existing.
(Minimum Standard:  As required.)


15400 - PLUMBING:


A.    BUILDING STANDARD SINK (SK-1)


Furnish and install 18 gauge, self-rimming stainless steel sink with crumb cup and strainer, Elkay Lustertone, ADAR 2521, or equal by Just.  Include cost of punching sink for filtered water dispenser, and 75 LF each of waste, insulated water supply, and vent piping, and one core drilling for waste line.  


B.    BUILDING STANDARD FAUCET (SK-1)


Furnish and install gooseneck spout with wristblade handles and flexible hose spray, chrome plated finish, Speakman SC-5795, or equal by Elkay, and connect to piping.
C.    INTENTIONALLY LEFT BLANK


D.    BUILDING STANDARD WATER HEATER (EWH-1)


Furnish 120V, 1.5 KW, 10 gallon capacity, electric water heater suitable for mounting under counter top, Lochinvar JRC0010E, or equal by A.O. Smith, and connect to piping. 


E.    INTENTIONALLY LEFT BLANK


F.    BUILDING STANDARD GARBAGE DISPOSAL


Furnish and install Maytag Model No. FB20 with integral magnetic switch lid.  under-sink garbage disposal, and connect to drain line.  (Note: separate wall switch is not required.)


(Minimum Standard:  One (1) each of above items in the lunch room, for tenant space over 10,000 usable sq. ft.)


15500 - HEATING, VENTILATING AND AIR CONDITIONING (HVAC):


A.    INTERIOR ZONE VAV TERMINAL UNITS


Furnish and install one pressure independent VAV terminal unit, and specified ductwork from main supply air duct.  See specifications for complete description of work. 


(Minimum Standard:  One VAV unit per Interior Zone, area not to exceed 1,500 square feet.)


B.    PERIMETER ZONES VAV TERMINAL UNITS


Furnish and install one pressure independent VAV terminal unit, and specified ductwork from main supply air duct.  The VAV terminal unit manufacturer shall furnish and install 120V/24V transformer and wiring. See specifications for complete description of work.


(Minimum Standard:  One VAV unit per Perimeter Zone, area not to exceed 1,000  usable square feet.) 


C.    SUPPLY AIR DIFFUSERS


Furnish and install diffuser, grille and ductwork from perimeter fan coil duct or VAV terminal unit to supply air diffuser. 


(Minimum Standard:  One per 250 usable square feet.) 


D.    RETURN AIR GRILLES


Furnish and install return air grilles.


(Minimum Standard:  One per 250 usable square feet.) 


E.    PATCH EXISTING UNUSED DUCT TAPS.


Patch unused duct taps in the main supply air ductwork.


(Minimum Standard:  All unused taps on the main supply air ducts.)
F.    TRANSFER  AIR BOOTS


Furnish and install transfer air boots through non-rated slab to slab walls.


(Minimum Standard:  One per demising wall.)


15950 - BUILDING MANAGEMENT CONTROL SYSTEM


A.    THERMAL SENSOR


Furnish and install one thermal sensor for each interior and each perimeter zone, and connect  to core and shell building management control system interface panel.


(Minimum Standard:  One thermal sensor per zone.)


B.    VAV CONTROL CONTROLLER


Furnish and install one Honeywell controller, air flow sensor, air flow station, and Belimo 24V AC bi-directional damper operator, and connect to core and shell building management control system interface panel.


(Minimum Standard:  One per Tenant Improvement Building Standard VAV Zone.)


C.    FAN COIL CONTROLLER


Furnish and install one Honeywell controller, current sensor and switch, and connect to core and shell building management control system interface panel.


(Minimum Standard:  One prorate portion of usable square feet area served per fan coil unit.)


D.    LIGHTING CIRCUIT CONTROLLER


Furnish and install one Honeywell controller for each lighting circuit, and connect to core and shell building management control system interface panel.


(Minimum Standard:  One per lighting circuit.)


E.    POWER CIRCUIT TRANSFORMER & TRANSDUCER


Furnish and install one current transformer and Watt transducer for each 208-120V or 277-480V electrical power circuit, and connect to core and shell building management control system interface panel, to monitor and record electrical energy consumption.


(Minimum Standard:  One each per power circuit.)


16000 - ELECTRICAL


WattStopper, Inc. shall be the sole supplier of all Title 24 Code Compliance related technology including but not limited to Daylighting Sensors, Interfaces, Accessories, Network Controls, Integration Systems, Relays and Relay Panels, Network Electrical Monitoring, Segment Managers, BAS Integration, BACnet integration, Network Bridges, AX Drivers, Relay On/Off Room Controllers, Occupancy Sensors, Personal Controls, Dimming Room Controllers, and Plug Load Room Controllers.  All Room sensors shall be mounted in the ceiling.


		
	A.
	DUPLEX WALL RECEPTACLES




Furnish and install wall mounted duplex outlet, complete with J-box, conduit and wire for 110 volt service.  Outlet to be white color, Leviton Decora Series.


(Minimum Standard:  One per 200 sq. ft. of usable floor area, and one per Building Standard telephone backboard.)


		
	B.
	GFI ELECTRICAL RECEPTACLES




Furnish and install GFI wall mounted duplex outlet, complete with J-box, conduit and wire for 110 volt service.  Outlet to be white color, Leviton Decora Series.


(Minimum Standard:  For each Lunch Room provided for tenant spaces over 10,000 usable square feet: one each per garbage disposal and water heater; and one per countertop circuit.)


		
	C.
	MODULAR FURNITURE POWER CONNECTION




Furnish and install wall mounted J-box, conduit, and wire for specified number of required circuits to supply power to tenant provided modular furniture.  Installation shall comply with applicable code.  For installation of furniture not adjacent to a wall or column, the electrical connection shall be provided via a floor core.  Power poles are not allowed.  Note:  this requirement also applies to any and all telephone or data cabling to be installed in modular furniture.


(Minimum Standard:  None)


		
	D.
	TELEPHONE OR DATA WALL OUTLET




Furnish and install one double-gang outlet box in stud wall, 3/4" empty conduit stubbed above ceiling, with pull wire, at each work station.  


(Minimum Standard:  Approximately one (1) per 200 sq. ft. of usable floor area.)


Installation of telephone/data wiring and cable.  Lessee's telephone/data wiring and cable shall be installed by Lessee's separate contractor.  Lessee shall be responsible to have all wiring and cable neatly bundled and secured by separate ceiling wires, as required by code.  All wiring and cable shall be plenum fire rated, Teflon coated, or in conduit and shall be installed in such locations, in coordination with and with the advance approval of Lessor.  All Lessee telephone computers, switches, routers, racks and related equipment shall be installed in Lessee's Premises.  No equipment shall be installed in Building telephone closets.
 
Note:  These standards apply to all original telephone/data and communications system installations as well as to any and all modifications, alterations, additions or deletions to Lessee's telephone/data or communications systems.


		
	E.
	LIGHT SWITCHES




Furnish and install two single pole, wall-mounted bilevel switching (A/B).  Switches shall be white in color, rocker type, decora series by Leviton.


(Minimum Standard:  One pair per 400 sq. ft. of usable floor area.)




		
	F.
	AUDIBLE FIRE ALARM DEVICE




Furnish and install one wall-mounted building standard audible fire alarm, connected to fire alarm system.


(Minimum Standard:  Minimum to meet code.)


		
	G.
	VISUAL FIRE ALARM DEVICE




Furnish and install one wall-mounted building standard strobe light visual alarm, connected to fire alarm system.


(Minimum Standard:  Minimum to meet code.)


		
	H.
	VOLUNTARY ALTERNATE - COMBINATION FIRE ALARM




Furnish and install wall-mounted building standard combination strobe light and audible alarm, connected to fire alarm system, in lieu of separate units, as required by code.


(Minimum Standard:  Minimum to meet code.)


		
	I.
	EXIT SIGN




Furnish and install Lithonia, Precise Collection, green color lettering, connected to emergency power circuit, as required by code.


(Minimum Standard:  The lesser of one (1) per 1,500 sq. ft. of usable floor area or the minimum number required by Code.)


		
	J.
	LIGHT FIXTURES




Furnish and install 2’x4’ or 2’x2’, LA LIGHTING, 1-GIC220 SERIES-LED-4K-4L-PDA-1DRSDM-UNV-2 LED ROWS-835 80+CRI, Title 24 Ready, complete with electronic ballasts, necessary lighting circuit conduit and wiring; and three factory installed, GE F32T8/SP35 Trimline or Sylvania FO32/735 Octron T8 3500Ko lamps, with a CRI factor of 70% (Phillips bulbs not allowed).  Pairs of fixtures are to be connected in a slave/master configuration to meet Title 24 requirements, and to provide for sharing of one of the electronic ballasts between the pairs of fixtures.  Orientation:  Light fixtures to be oriented in a north/south direction for all spaces except on the bridge.


(Minimum Standard:  One (1) per 100 sq. ft. of usable floor area or as required by code.)


K.    EMERGENCY LIGHTING CIRCUIT CONNECTIONS


Furnish and install required conduit and wire and connect lighting fixture to emergency lighting circuit.


(Minimum Standard:  Minimum required by Code.)


L.    VAV TERMINAL UNIT & FAN COIL TRANSFORMERS


Furnish and install one 120 Volt / 24 Volt transformer, conduit and 120 Volt wiring, on each VAV terminal unit and each Fan Coil Unit.


(Minimum Standard:  One per Perimeter Zone VAV Terminal Unit. [Perimeter Zone area not to exceed 1,000 square feet.] One per Interior Zone VAV Terminal Unit.  [Interior Zone area not to exceed 1,000 square feet.]  One per existing Fan Coil Unit.)


Note: It is the responsibility of the Lessee to install faceplates for telephone, television, data or other similar purposes, utilizing the Leviton Decora Series.  If a faceplate is not available within this manufacturer's line for a special purpose, then Lessee may install a custom plate.  The custom plate may need to be a Leviton Decora Series antenna plate modified to suit the purpose, but in any event must match the Decora white finish.  If other than a standard or modified Leviton Decora Series plate, a color sample of the plate must be submitted to Lessor for approval prior to ordering and installing. 





PREMISES




CONDUCT OF THE WORK 
& RULES OF THE SITE


The following requirements shall apply to the conduct of the work and the operations of the Contractor. 


1.    Conditions Precedent to Start of Work


Before Contractor may move materials, equipment, personnel, or any other items on the site, Contractor must have delivered to Lessor:


		
	a.
	a fully executed Contract Agreement with Lessor to perform the work of constructing the Lessee Improvements, and




		
	b.
	a Certificate of Insurance conforming to the requirements of the Lease.  At no time shall the Contractor perform work at the project site without the insurance in force as required by the Lease.




2.    Non-Exclusive Use Sites & Facilities


Other contractors may be at work at the site.  Contractor shall schedule its work so it does not interfere with, or impede the progress of other work at the site, including work done by Lessor's own forces.  Any work that is in conflict shall be rescheduled by the Contractor without any Lessor liability for costs or expenses incurred in connection with such rescheduling.


3.    Building Keying Requirements


Contractor shall contact Lessor's Project Manager at the start of construction for instructions on the permanent building keying.  All permanent keying to be established by Lessor and the Lessee during the hardware submittal approval process.


4.    Lessor Approval to Start Work


Contractor will not be allowed to move into an area of the Building other than the Premises until approval is given by Lessor.


5.    Contractor Storage Areas


Materials and tool storage will be limited to the areas for which access has been granted.  Space available to Contractor for his job office, lock-ups, etc., will be in the areas for which access has been granted by Lessor.


6.    Contractor Clean-up


Contractor, at his expense, must clean up the work area recurrently on a daily basis and deposit all non-hazardous rubbish and waste material in containers located in the loading dock area, provided by the Contractor.  The Lessee will pay all costs associated with the rental, and transportation of the containers, and the disposal costs.  Such costs will be included in the Construction Costs.  No open fires or rubbish burning is allowed.  Do not pour any materials or liquids down the building sanitary waste or storm drain lines.


7.    Delivery & Distribution of Materials & Equipment


		
	a.
	All material deliveries and debris removal shall be made as expeditiously as possible through the loading dock and service elevators, where applicable.  The Building has no dedicated freight elevators. All elevators are passenger/freight elevators, which the Contractor shall be responsible for protecting during use for construction purposes.




		
	b.
	Materials may need to be delivered from exterior of Building by crane or fork lift and brought over balconies through sliding glass doors.  The Contractor will be responsible for protecting existing improvements on the exterior, and responsible for repairing any damage caused by any Contractor or subcontractor activities on the exterior of the Buildings.  The location and scheduling of such hoisting is to be approved in advance by Lessor's Project Manager.  The loading dock area may be utilized for material deliveries with Lessor's approval.




		
	c.
	As conditions permit, the elevators will be available for use under the following conditions.  Service elevators cannot be monopolized during Normal Hours.  Contractor will be afforded these facilities at such times during Normal Hours as is convenient to the Lessor. If these facilities are not available to Contractor during Normal Hours, Contractor shall make arrangements with the Lessor for use outside of Normal Hours.




		
	d.
	Contractor will be afforded unloading areas as prearranged with the Lessor's Project Manager.  All materials unloaded at these areas will be moved to the area of use immediately, and shall not be stored or used in a way which adversely impacts use of the Building.  Contract shall relocate any stored materials or equipment which interfere with the operation of the Building or other contractors at the Building.




8.    Protection of Existing Improvements


		
	a.
	At the start of Construction, and throughout the course of Construction, Contractor shall provide damp walk-off mats at entrances to construction areas from freight elevator and stairwells and shall protect all existing and new walls and flooring where needed, as directed by Lessor's Project Manager, including protecting carpeted areas by covering with Masonite, if Lessor deems it necessary. 




		
	b.
	Contractor shall also be responsible for damage caused by Contractor or his subcontractors to any other new or existing work.  Any such damages will be promptly repaired at no cost and to the satisfaction of the Lessor.




9.    Designated Storage Areas


		
	a.
	Any activity that in Lessor's judgment materially interferes with existing tenants' use of the their space, because of the noise or offensive odors generated, other disruptive activities, or health hazards created such as x ray work, must be done outside of Normal Hours, or other late or week-end non-office activities in the Building. 




		
	b.
	Contractor will be afforded on-site storage areas for materials and equipment, if available, in areas designated by Lessor's Project Manager.  Any stored material, shed, office, etc., which interferes with orderly progress of the work, or the operation of the building, shall promptly be relocated or removed from the site as directed by Lessor.  An approved flammable liquid storage locker shall be provided by the Contractor to store all flammables left on site.  Paints and thinners must be brought to site as needed and not stockpiled on the floor.  No linseed oil products may be used without expressed prior written permission of the Lessor.  Rags used with flammable materials shall not be stored on site.  Contractor is solely responsible for the safe-keeping and protection of all his stored material and that of his subcontractors.






10.    Compliance With Codes, Laws & Regulations


Contractor shall comply with all applicable codes, laws and regulations pertaining to the Construction, including all safety and health regulations.  Spray painting may not be done during the day, without specific written permission from Lessor.  Permits, if required, must be secured from the Fire Department for any spray application and work must comply with all Fire Department regulations and those of other regulatory agencies having jurisdiction, including AQMD. 


11.    Delay or Interference With Other Work at the Site


		
	a.
	Contractor will not engage in any labor practice that may delay or otherwise impact other work at the Building.




		
	b.
	The Contractor shall in no way interfere with or endanger the normal pedestrian and vehicular traffic adjacent to the project site, nor interrupt the flow of traffic in and out of the Building.  The Contractor shall provide his own traffic control personnel as required, at its expense.




12.    Designated Parking Areas


There will be designated parking on site made available for Contractor and subcontractor personnel, in areas designated by the Lessor's Project Manager at no cost to Contractor.


13.    Contractor Access to the Site & Work Area


Contractor and all subcontractor personnel, materials, tools and equipment are to enter and exit the building only through the service entrance and elevator, and are to go to the work floor(s) on the service elevators or stairwells only.  Use of the passenger elevators is expressly prohibited in all circumstances.  Lessor may at any time initiate a check-in/check-out system, for all people and materials in the Building, and the Contractor agrees to cooperate with any such system. Contractor shall secure its own work space after working hours, at the earliest opportunity.


14.    Verifying Existing Conditions


Before ordering material or doing work which is dependent upon existing building conditions for proper size or installation, the Contractor shall verify all dimensions by taking measurements at the site and shall be responsible for correctness of same.  If there are any conflicts, notify CDC's project manager.


15.    Food Consumption on Site


The Lessor will control any vending machines, concessions, etc., permitted onsite at the Building.  Food shall be consumed in designated areas only, which the Contractor must keep in a cleaned-up condition and shall provide waste receptacle for workers' use.


16.    Identification Signs


Contractor shall not be permitted any identifying signage except for informational and directional signage as approved by the Lessor prior to installation
17.    Contractor's On-Site Supervision


At all times during his construction activities, Contractor shall have supervisory personnel onsite.  Such supervisory personnel shall be fully authorized to coordinate and authorize Contractor's work, and respond for the Contractor, as necessary, so that all work proceeds in a timely and well-ordered fashion.  Contractor may be requested to carry a Lessor two-way radio to facilitate communications.


18.    Cutting & Patching


No cutting or patching of Lessor's premises or installations, or those of any building occupant, shall be permitted without Lessor's prior written consent.  


Requests for permission to do cutting shall include explicit details and description of work.  Such cutting and patching shall not diminish the structural integrity of the building components or systems. Contractors should be aware that the Building floor slabs are post-tensioned concrete.  Any x-ray work required, in connection with the cutting and patching, must be done outside of Normal Hours, and will require scheduling five days in advance to allow notification of other tenants.


19.    Work in Occupied Areas


If any work is to be done in occupied areas, such work is to be done only with Lessor's explicit written permission, when and as directed by Lessor.  Such work is to be done only under the direct supervision of a competent member of the Contractor's staff.  The area is to promptly be repaired and returned to a fully functioning, complete, and clean condition.


20.    Work on Base Building Systems


All Life/Safety systems of the Building are to be maintained, and all of the Contractor's work is to be properly interfaced with and connected to the Base Building systems as required by the Lease and Laws, or by Building operation.  All construction is to be done in such a way as to protect all Base Building operations and warranties.


21.    Final Cleanup


In addition to cleaning requirements described elsewhere, the Contractor shall, in preparation for substantial completion or occupancy of the project by each individual tenant, shall coordinate its final cleaning with Lessor's final cleaning operations in the Contractor's work area.  Contractor may utilize Lessor's cleaning contractor, the cost for which the Contractor would negotiate and pay for directly.


22.    Verifications of Conditions


Before the Contractor starts work in the Premises, Contractor shall ascertain that the area is in a safe and sanitary condition, and shall maintain the area as necessary, (at Contractor's sole cost and expense), in a safe and sanitary condition, and to standards meeting all applicable Laws. 


23.    Weekly Coordination/Job Progress Meetings


Lessor will require weekly coordination/job progress meetings.  The Contractor shall attend with a representative empowered to speak and act on the Contractor's behalf.  The Contractor shall be responsible for preparing all meeting minutes, which designate the  responsible Party for follow-up, and for distribution of those minutes within 48 hours of meeting.


24.    As-Built Drawings


Contractor shall maintain a complete set of marked-up construction drawings prints, neatly drawn and legibly lettered, and used exclusively for the purpose.  Such as-built drawings, which are subject to Lessor inspection without notice, shall be prepared contemporaneously with all changes and additions to the Property. The as-built drawings shall be submitted to the Lessor's Project Manager, prior to final payment in the required CADD form with paper copies as required.


25.    Punch List Preparation


The Contractor shall notify Lessor's Project Manager at least one week in advance of completion of construction.  A walk through and punch list shall be made on each job for distribution by Contractor.


26.    Notification of Injuries


Lessor's Project Manager shall be promptly notified in writing of any accident or injury to its personnel, representatives, assigns, visitors or any other persons on the premises, which result from the Contractor's activities.


27.    Coordination of Non-Regular Work Activities


All construction or on-site activity during other than Normal Hours will be coordinated before-hand with the Lessor.  Except in an emergency, a minimum of 24 hours’ notice will be required.


28.    Coordination of Work With Assigned Subcontractors


Contractor shall provide electrical power to the DDC controls as soon as possible to allow timely completion of that work.  If necessary, provide separate circuits for the purpose. When lights are installed and circuits activated, the lights must be connected to the DDC Control System.  The cost of lights left on after Normal Hours will be assessed against the Contractor and deducted from the contract sum.


29.    Site Prohibitions


No smoking is allowed in the building according to State Law.


No radios, or other amplified sound devices are allowed at the project site, and no pets or other animals are allowed on site, including parking areas.


No sunflower or other seeds, chewing tobacco, drugs or alcohol are allowed on site.


No persons impaired by drugs or alcohol are allowed on site.


30.    Amendment to These Rules


These rules may be unilaterally amended or revised by Lessor from time to time and Lessor shall give Lessee notice thereof.



CONTINENTAL CONSTRUCTION PROJECT CLOSE OUT PACKAGE ACCEPTANCE CHECK LIST









NOTES:


		
	1.
	List of all subcontractors must be provided with the closeout package. A sub list shall also be provided at the beginning of the job. The list shall include: Company Name, Address, Contact person, Phone #, Fax #, Email Address, Contractor's License # City Business License #, Supervisor's Name and Phone #. 




		
	2.
	The Permit Application Card with building and fire inspection sign off.




		
	3.
	City Permit Inspection Card with signoff signatures for building and fire.




		
	4.
	Permit Set of Plans to be submitted in good & legible condition. (Not to be used as scrap paper or a doodle pad). 




		
	5.
	As Built Plans legibly marked with any changes, stamped with the contractors identifying stamp and stamped as, AS BUILT or RECORD SET and signed by the job superintendent or the job project manager with their name clearly printed adjacent to the signature. Two sets of plans, one shall be reproducible.




		
	6.
	Fire Life Safety Permit Set stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or Project Manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.




		
	7.
	Fire Sprinkler Permit Set stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.




		
	8.
	Mechanical Permit Set stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.




		
	9.
	Air Balance Report stamped with the testing contractors identifying stamp signed by the test mechanic with their name clearly printed adjacent to the signature. Two sets. Note: Some buildings require "Certified Air Balance Reports." The Air Balance Report shall have an accompanying drawing referencing each VAV and diffuser.




		
	10.
	Electrical Permit Set stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.




		
	11.
	Electrical Panel Schedules:  A current "as connected" Typed copy to be installed at the electrical panel and one copy of the same, included with the close out packages.




		
	12.
	Plumbing Permit Set stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. (Must show supply line shut offs & cleanouts locations, etc.) Two sets, one (1) shall be reproducible.




		
	13.
	Operating Manuals and Equipment Warranties: Original Copies of all equipment operating manuals and equipment warranties showing the startup dates. All warranties shall be dated as the date the General Contractors Warranty begins. 




		
	14.
	Conditional Waiver and Release Upon Final Payment original documents for every subcontractor who performed work on said job.







BUILDING STANDARD SERVICES AND UTILITIES


The furnishing of building services and utilities to Lessee shall be accomplished in accordance with and subject to the terms and conditions set forth in this Exhibit and elsewhere in this Lease.  Lessor reserves the right to adopt from time to time such reasonable modifications and additions hereto as Lessor may deem appropriate.


1.    Subject to the full performance by Lessee of all of Lessee's obligations under this Lease, Lessor shall, during Normal Hours as set forth in Section 1.1 of this Lease ("Normal Hours"), provide the standard building services and utilities set forth in this Section 1. Lessor shall:


(a)    Provide automatic elevator facilities during all hours;


(b)    Provide to the Premises, during Normal Hours, heating, ventilating and air conditioning ("HVAC") required for the comfortable occupancy of the Premises for general office purposes (subject, however, to any governmental act, proclamation or regulation).  Lessor shall not be responsible for any room temperatures if Lessee's lighting and receptacle loads exceed those listed in Section 1(c) of this Exhibit, or if the Premises are used for other than general office purposes.  If the Premises have an open ceiling, or if Lessee shall request Lessor provide Lessee with Premises with a partial open ceiling rather than Premises with a suspended or drop ceiling, then Lessee acknowledges it will not require of Lessor any remediation or other maintenance and repair work that may be required should a failure of the HVAC mechanical systems and/or comfort level in the Premises occur because of such open ceiling, or any repair/remediation work if such configuration should impact lighting, noise or other comfort conditions of the Premises.  Lessee further acknowledges and accepts all costs relative to insulation, encapsulation and relocation of any and all mechanical equipment in the plenum in order to provide an enhanced aesthetic appearance;


(c)    Provide to the Premises, during Normal Hours, electric current for routine lighting and the operation of general office machines such as typewriters, dictating equipment, desk model adding machines, photocopy machines and desk top computers incidental to the conduct of normal general office business, which use 110/220-volt electric power, not to exceed the reasonable capacity of Building Standard office lighting and receptacles, and not in excess of limits imposed by any governmental authority.  Specifically, the requirement shall not exceed an average of 3 watts per usable square foot of the Premises.  Lessee agrees, should its electrical installation or electrical consumption be in excess of the aforesaid use or extend beyond Normal Hours, to reimburse Lessor for the excess utilities as provided in Article 11 of this Lease;


(d)    Provide at all times reasonably necessary water for restrooms and other facilities, if any, furnished by Lessor in amounts in proportion to the size of the Premises relative to the Building; and


(e)    Provide janitorial services to the Premises each evening, Monday through Friday (except state and/or Federal holidays), provided the Premises are used exclusively in accordance with Section 1.1 and Article 6 of this Lease, and are kept reasonably in order by Lessee.  Lessee shall pay to Lessor the cost of removal of any of Lessee's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of the Premises for general office purposes.  Said janitorial services, and said janitorial services shall be performed at Lessor's direction without interference by Lessee or Lessee's Employees.


2.    Lessor shall only have the obligation to replace Building Standard fluorescent light bulbs, tubes and ballasts in the Premises throughout the Term.  Only fluorescent, LED, and halogen lighting shall be permitted in the Premises.  The Lessor may, at Lessor's sole discretion, adopt a system of periodic relamping and reballasting the Building Standard fluorescent fixtures on a group basis in accordance with good practice, but shall have no obligation to replace, repair, maintain, service or otherwise perform any work on any light fixtures in the Premises other than Lessor's Building Standard fluorescent fixtures.  Lessee shall be solely responsible for the replacement, repair, maintenance and service, including all costs thereof relating to any lighting fixtures in the Premises which are not the Building Standard fixtures.


3.    No electrical equipment, air conditioning or heating units, or plumbing additions shall be installed, nor shall any changes to the Building's HVAC, electrical or plumbing systems be made without the prior written consent of Lessor, which consent shall be subject to Lessor's sole and absolute discretion.  In the event any changes or additions are requested and provided, then Lessee understands and agrees to maintain and/or repair the equipment and/or additions installed.  Lessor reserves the right to designate and/or approve the contractor to be used by Lessee.  Any permitted installations shall be made under Lessor's supervision.  Lessee shall pay any additional cost on account of any increased support to the floor load or additional equipment required for such installation, and such installations shall otherwise be made in accordance with Section 7.2 of this Lease.


4.    Lessor shall not provide in the Premises, reception outlets or television or radio antennas for television or radio broadcast or reception, and Lessee shall not install any such equipment without the prior written consent of Lessor, which consent may not be unreasonably withheld, conditioned or delayed.


5.    Lessee shall not, without the prior written consent of Lessor, use any apparatus, machine or device in the Premises, which will in any way increase the amount of electricity or water usually furnished or supplied for use of the Premises as general office space, nor connect with electric current, except through existing outlets in the Premises, any apparatus or device for the purpose of using electric current in excess of that usually furnished or supplied for use of the Premises as general office space.


6.    Lessee shall separately arrange with the applicable local public authorities, utility companies and telephone companies, as the case may be, for the furnishing of, and payment of, all telephone services as may be required by Lessee in the use of the Premises; provided, however, that Lessee shall neither bear the cost of nor be responsible for installation of the telephone wiring stubbed to the telephone room.  Lessee shall directly pay for such telephone services, including the establishment and connection thereof, at the rates charged for such services by said authority, telephone company or utility, and the failure of Lessee to obtain or to continue to receive such services for any reason whatsoever shall not relieve Lessee of any of its obligations under this Lease nor constitute a breach of this Lease by Lessor.


7.    Lessee agrees to cooperate fully at all times with Lessor to assure, and to abide by all regulations and requirements which Lessor may prescribe for the proper functioning and protection of the Building's HVAC, electrical, security (if any) and plumbing systems.  Lessee shall comply with all Laws now in force or which may later be enacted or promulgated in connection with building services furnished to the Premises, including, without limitation, any governmental rule or regulation relating to the heating and cooling of the Building.


8.    Lessor shall provide to the Lessee at the time of Lessee's move-in a minimum of two (2) sets of keys to the Lessee's suite regardless of the size of the suite. A set of keys shall consist of one key for the entrance door to the suite and one key for the entrance door to the Building. In addition to the initial two (2) sets of keys the Lessor shall provide, as a standard allowance, one (1) set of keys per 1,000 usable square feet of the Premises. The costs of such keys shall be part of the Tenant Improvement Allowance, if there is one. All keys and locksmith charges for any other work (extra keys, interior suite door keys, or rekeying any lock in the suite after the move-in) shall be charged to the Lessee as an additional service.







RULES AND REGULATIONS


1.    The sidewalks, entrances, exits, passages, parking areas, courts, elevators, vestibules, stairways corridors, terraces, lobbies or halls shall not be obstructed or used for any purpose other than ingress and egress.  The halls, passages, entrances, exits, elevators and stairways are not for the use of the general public, and Lessor shall retain the right to control and prevent access thereto of all persons whose presence, in the judgment of Lessor, is deemed to be prejudicial to the safety, character, reputation and interests of the Building and its tenants.  No tenant shall go up on the roof of the Building.


2.    No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window of the Premises other than Lessor's standard window covering; without Lessor's prior written consent.  No electric ceiling fixtures, other than those installed by Lessor are permitted. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the prior written consent of Lessor.


3.    No sign, picture, placard, advertisement notice, lettering, direction or handbill shall be exhibited, distributed, painted, installed, displayed, inscribed, placed or affixed by any tenant on any part of the exterior of the Premises, the Building, the Property, or Continental Park, or the interior of the Premises which is visible from the exterior of the Premises, without the prior written consent of Lessor.  In the event of the violation of the foregoing by any tenant, Lessor may remove same without any liability, and may charge the expense incurred in such removal to the tenant violating this rule.  Interior signs on doors shall be inscribed, painted or affixed for each tenant by the Lessor at such tenant's expense, and shall be of a size, color and style acceptable to the Lessor.  Nothing may be placed on the exterior of corridor walls or corridor doors other than Lessor's building standard sign on the corridor door, applied and installed by Lessor.


4.    Lessee shall not, and Lessee shall not permit Lessee’s Employees to (a) drill into, or in any way deface any part of the Premises, Building, or Property, or (b) affix any fixture, overhead bin or furniture to any wall without proper reinforcement, as determined in advance by a structural engineer.  No boring, cutting or stringing of wires or any floor coverings shall be permitted, except with the prior written consent of the Lessor.


5.    No bicycles, vehicles, birds or animals (except guide dogs) of any kind shall be brought into or kept in or about the Premises or the Building, and no birds or animals (except guide dogs) shall be brought into or kept in or about the Building.  No cooking shall be done or permitted by Lessee on the Premises, except that the preparation of coffee, tea, hot chocolate and similar items for Lessee shall be permitted, and Lessee shall also be permitted to heat foods in a microwave oven for use by Lessee or its employees; provided, however, that the power required shall not exceed that amount which can be provided by a 30-amp circuit.  No Lessee shall cause or permit any food, unusual or objectionable odors or smells to be produced or to permeate the Premises or Building (including any common areas), and the Premises shall not be used for any dangerous, noxious or offensive trade or business that will adversely affect the indoor air quality (“IAQ”) of the Premises or Building (including any common areas).


6.    The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office purposes.  No Lessee shall occupy or permit any portion of the Premises to be occupied as an office for any persons other than those persons employed by Lessee and conducting the business of Lessee for which this Premises was originally rented without the prior written consent of Lessor.  No Lessee shall sell or permit retail sales of any goods or merchandise in or on its Premises.  No Lessee shall engage or pay any employees on its Premises except those actually working for such Lessee on its Premises, nor shall any Lessee, without Lessor's prior written consent, use the Premises address in any advertisements for laborers working at a location other than the Premises.  No Premises shall be used for lodging or sleeping or for any immoral or illegal purposes.


7.    No Lessee shall make, or permit to be made, any noises which disturb other occupants of the Building, or Continental Park, whether by the use of any musical instrument, radio, television, phonograph, screening room, loud, unusual or disruptive noise, or in any other way.  No Lessee shall use, keep or permit to be used any foul or noxious gas or substance in, on or about the Premises.


8.    Lessee shall not at any time bring or keep, and Lessee shall not permit Lessee's Employees to at any time bring or keep, within the Premises or the Building, any flammable, combustible or explosive fluid, chemical substance or material.  Electric spaceheaters shall not be used at any time by Lessee or Lessee's Employees.


9.    No new or additional locks or bolts of any kind shall be placed upon any of the doors by Lessee, nor shall any changes be made in existing locks or the mechanism thereof without the prior written consent of Lessor.  If Lessor consents in writing to such a lock change, Lessee must furnish Lessor with a key.  Lessee must, upon the termination of its tenancy, give, return and restore to Lessor all keys of stores, offices, vaults and toilet rooms, either furnished to, or otherwise procured by Lessee, and in the event at any time of any loss of keys so furnished, Lessee shall pay to Lessor the cost of replacing the same or of changing the lock or locks opened by such lost key if Lessor shall deem it necessary to make such changes.


10.    Furniture, freight, packages, equipment, safes, bulky matter or supplies of any description shall be moved in or out of the Building, only after Lessor has been furnished with prior notice and approved thereof in writing and only during such hours and in such manner as may be prescribed by the Lessor from time to time.  The scheduling and manner of all Lessee move-ins and move-outs shall be subject to the discretion and approval of Lessor, and said move-ins and move-outs shall only take place after 7:00 p.m. on weekdays, on weekends, or at such other times as Lessor may designate.  Lessor shall have the right to approve or disapprove the movers or moving company employed by Lessee, and Lessee shall cause said movers to use only the loading facilities and elevators designated by Lessor.  In the event Lessee's movers damage the elevator or any other part of the Property, Lessee shall immediately pay to Lessor the amount required to repair said damage.  The moving of safes or other fixtures or bulky or heavy matter of any kind must be done under the Lessor's supervision, and the person employed by any Lessee for such work must be acceptable to Lessor, but such persons shall not be deemed to be agents or servants of the Lessor, and Lessee shall be responsible for all acts of such persons.  The Lessor reserves the right to inspect all safes, freight or other bulky or heavy articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky or heavy articles which violate any of these Rules or this Lease of which these Rules are a part.  The Lessor reserves the right to determine the location and position of all safes, freight, furniture or bulky or heavy matter brought onto the Premises, and Lessor shall have the right to require that same be placed upon supports approved in writing by Lessor to distribute the weight.


11.    No furniture shall be placed in front of the Building, or in any lobby or corridor or balcony, without the prior written consent of Lessor.  Lessor shall have the right to remove all non-permitted furniture, without notice to Lessee, and at the expense of Lessee.


12.    Lessor reserves the right to disapprove any vendor, including but not limited to, those which provide the following services or products:  water, ice, towel, janitorial, maintenance, delivery, courier, private postal, or other like services.  No Lessee shall obtain or purchase food or beverages on the Property from any vendor or supplier except at hours and under regulations established by Lessor.


13.    Lessor shall have the right to prohibit any advertising by any Lessee which, in Lessor's opinion, tends to impair the reputation of the Building or its desirability as an office building and, upon written notice from Lessor, Lessee shall immediately refrain from or discontinue such advertising.


14.    Lessor reserves the right to exclude from the Building between the hours of 6:00 p.m. and 7:00 a.m., Monday through Friday, and at all hours on Saturday, Sunday and state and/or Federal holidays, all persons who are not authorized by Lessee.  Such authorization shall be in accordance with procedures established by Lessor in its sole and absolute discretion.  Each Lessee shall be responsible for all persons whom it causes to be present in the Building and shall be liable to Lessor for all acts of such persons. In the case of invasion, riot, public excitement, Act of God, or other circumstance rendering such action advisable in Lessor's opinion, Lessor reserves the right to prevent access of all persons, including Lessee, to the Building during the continuance of the same by such actions as Lessor may deem appropriate, including the closing and locking of doors.


15.    All of Lessee's Employees, while in the Building and outside of the Premises, shall be subject to and under the control and direction of Lessor (but shall not be deemed to be an agent or servant of Lessor), and Lessee shall be responsible for all acts of such Lessee's Employees.


16.    All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress.  All doors leading to equipment and utility rooms shall be kept closed.


17.    Canvassing, soliciting and peddling in the Building are prohibited and each Lessee shall cooperate to prevent the same.


18.    All office equipment of any electrical nature (other than that office equipment which is typically used in normal office uses and which does not cause excessive vibration noise or annoyance) shall be placed by Lessee in the Premises in settings and locations approved in writing by Lessor, to absorb or prevent any vibration, noise or annoyance.


19.    No air conditioning unit or other similar apparatus shall be installed or used by Lessee without the prior written consent of Lessor.


20.    Lessee shall faithfully observe and comply with the terms of any and all covenants, conditions and restrictions recorded against the Property.


21.    Restrooms and other water fixtures shall not be used for any purpose other than that which the same are intended, and any damage resulting to the same from misuse on the part of Lessee shall be paid for by Lessee.  


22.    The Building is equipped with an electronic access control device.  Lessee shall give Lessor the sum of ten dollars ($10.00) for each identification key or card issued to Lessee as a deposit against the return of the identification key or card to Lessor.


23.    The terms used in this Exhibit shall have the same meanings as defined in the respective Lease for each Lessee, unless a contrary meaning is expressly set forth herein. For all purposes of this Exhibit, (i) the term "Lessee" shall be defined as the respective tenant under each Lease to which this Exhibit is attached and to all other tenants of the Property and shall include and encompass each of those tenants' employees, agents, contractors, licensees and invitees, and (ii) the term "Premises" shall be defined as the respective Premises leased under each Lease to which this Exhibit is attached and to the Premises of all other tenants of the Building.


24.    No distress sale, fire sale, bankruptcy sale, liquidation, relocation sale, closing sale, going-out-of business sale, auction, sheriff's sale, receiver's sale, or any other sale that, in Lessor's opinion, adversely affects the reputation of the Building or suggests that the business operations are to be discontinued in the Premises shall be advertised or conducted in or about the Premises.    


25.    Lessee shall not place any grease or cooking oil into any trash compactor, normal garbage containers, floor drains, sink drains or toilets.



PARKING FACILITIES


So long as the Lease pertaining to the Premises remains in effect, and Lessee is not in default thereunder, Lessor shall, during the term of the Lease, (a) grant Lessee monthly parking privileges for Lessee, for Lessee's employees, and for any additional persons agreed to by Lessor, for that number of automobiles in the aggregate set forth in Section 1.1 [Monthly Parking Permit Charges] at the monthly rates or charges from time to time established by Lessor in its sole discretion, and (b) park said automobiles in the Parking Facilities.  Lessor may, in its sole discretion, modify said rates or charges from time to time during the Term of the Lease (except, however, in no event shall the parking charges increase prior to April 1, 2018).  In each case, Lessee shall enter into parking licenses or lease agreements or other arrangements then in use by Lessor (or Lessor's operator) with respect to such monthly parking.  Lessor may, from time to time during the Term of the Lease, relocate any or all of Lessee's reserved parking spaces from one location to another within the Parking Facilities as Lessor may elect in its sole discretion.  Lessee understands that as a condition to its obtaining the parking privileges provided by the Lease, Lessee shall not charge any other person or company for parking.


A condition of any parking shall be compliance by all parkers with parking rules and regulations and all modifications and additions thereto from time to time established by Lessor (or Lessor's operator) in their sole discretion, including any sticker or other identification system established by Lessor (or Lessor's operator).  Lessor (and Lessor's operator) shall not be responsible to Lessee for the non-performance of any of said rules and regulations by any other parker.  The rules and regulations for the Parking Facilities are as follows:


RULES AND REGULATIONS


1.    Parking hours are currently established from 7:30 a.m. to 6:30 p.m., Monday through Friday. Lessee shall have parking privileges during any other times or on Saturdays, Sundays, or state and/or Federal holidays, but Lessor shall not have the obligation to enforce reserved permits or the number of permits allocated to Lessee hereunder.  Lessor retains the right to change these hours or the manner of operation of the Parking Facility in the exercise of its reasonable discretion.  Overnight parking is at the vehicle owner's risk.  Lessee must provide Lessor with written notification of any of its vehicles parked in the space for more than twenty-four (24) continuous hours.  Lessee shall provide Lessor with the make, model, color, license plate number, parking permit number, and shall indicate the date the vehicle will be parked overnight in the parking facilities.  Long-term vehicle storage is prohibited.  No vehicle may be parked in any stall for more than forty-eight (48) continuous hours.


2.    Automobiles must be parked entirely within the stall lines on the pavement.


3.    All directional signs and arrows must be observed.


4.    The speed limit shall be 5 miles per hour.


5.    Parking in areas not striped for parking is prohibited.


6.    Parking stickers or any other device or form of identification supplied by Lessor (or its operator) shall remain the property of Lessor (or its operator).  Such parking identification device must be displayed as required and may not be mutilated in any manner.  The serial number of the parking identification device may not be obliterated.  Parking identification devices are not transferable or assignable and any parking identification device in the possession of any unauthorized holder will be void.  There will be a deposit of $10.00 required for each parking card and a replacement charge to Lessee or person designated by Lessee of $10.00 for loss of any parking card, which amounts can be adjusted from time to time by Lessor at its discretion.


7.    The monthly rate for parking is payable one (1) month in advance and must be paid on or before the first day of each calendar month during the entire term of the Lease.  No deductions or allowances from the monthly rate will be made for the days a parker does not use the Parking Facilities.


8.    Lessor (and its operator) may refuse to permit any person who violates the within rules to park in the parking area, and any violation of the rules shall subject the automobile to removal from the parking area at the parker's expense.  In either of said events, Lessor (or its operator) shall refund a pro rata portion of the current monthly parking rate, and Lessee shall immediately return to Lessor the parking card, sticker and any other form of identification supplied by Lessor (or its operator).


9.    Parking area managers or attendants are not authorized to make or allow any exceptions to these rules and regulations.


10.    Every parker is required to park and lock his/her own automobile.  All responsibility for any loss or damage to automobiles or any personal property therein is assumed by the parker.


11.    Loss or theft of parking identification devices from automobiles must be reported to the parking area manager immediately, and a lost or stolen report must be filed by the parker at that time.


12.    The Parking Facilities are for the sole purpose of parking one (1) automobile per permit, unless otherwise permitted or changed by Lessor.  Washing, waxing, cleaning or servicing of any vehicle by the parker of his/her agents is prohibited, except by persons expressly authorized in writing to do so, in advance, by Lessor.


13.    Lessor (and its operator) reserves the right to refuse the issuance of monthly stickers or other parking identification devices to any Lessee and/or its employees who refuse to comply with the above Rules and Regulations and all posted and unposted city, state or federal ordinances, laws or agreements.


14.    Any vehicle parked improperly may be towed away.  Lessor may place a "boot" on any vehicle improperly parked, and may levy a charge to remove the "boot."  Lessee shall indemnify, hold and save harmless Lessor of any liability arising from the towing or booting of any vehicles belonging to Lessee or to Lessee's employees.


15.    No vehicle shall be parked as a "billboard" vehicle in the Parking Facilities.


16.    Lessee agrees to acquaint all employees with these Rules and Regulations.



RIDER NO. ONE


OPTION TO EXTEND TERM


This Rider No. One for OPTION TO EXTEND (“Rider”) is attached and made a part of that certain Lease between The Plaza CP LLC, a California limited liability company (“Lessor”), and A-Mark Precious  Metals, Inc., a California corporation (“Lessee”), which Lease is dated July 7, 2016 (“Lease”).  Lessor and Lessee hereby agree that the following shall be included as part of said Lease:


1.    Grant of Option.  Lessee is hereby granted an option (sometimes called the "Renewal Option") to extend the Term of the Lease upon all of the provisions contained in the Lease, except for Base Rental and for this Extended Term Rider, for a period of  five (5) years  (the "Option Term").  Such option shall be irrevocably exercised only by Lessee delivering written notice to Lessor of such exercise of such option ("Option Notice") at least two hundred seventy (270) days, but not more than one hundred eighty (180) days before the expiration of the initial Term.  The title of the Option Notice shall be “NOTICE OF OPTION TO EXTEND TERM.”  No waiver by Lessor to Lessee’s obligation to provide the Option Notice, in accordance with all of the terms and conditions stated above, shall be valid unless the same is specifically set forth in a writing signed by Lessor entitled “LESSOR’S WAIVER TO LESSEE’S OBLIGATION TO PROVIDE THE OPTION NOTICE.”  Reference to the "Term" of the Lease as used in the Lease shall include the Option Term in the event the Renewal Option is exercised in accordance herewith.  Lessee shall have no other right to extend the Term except as set forth in this section.


2.    Base Rental During Option Term.  In the event Lessee exercises its option to extend the Term of the Lease, as permitted herein, then the Base Rental for the Option Term shall be at the then current market value of comparable space within Continental Park, which shall be determined as hereinafter provided.  Additionally, and notwithstanding anything contained in the Lease to the contrary throughout the Option Term, Lessee and Lessee's Employees shall pay the charges for parking in the Parking Facilities as are then in effect from time to time.  The Base Rental for the Option Term shall be determined as follows:


(a)    Within fifteen (15) days of receipt by Lessor of Lessee's Option Notice, Lessor shall deliver written notice (the "Lessor's Notice") to Lessee advising Lessee of Lessor's opinion of the fair market rental value (the "Value") of the Premises;


(b)    If Lessor's opinion of the Value of the Premises is acceptable to Lessee, then Lessee shall so notify Lessor in writing within fifteen (15) days of receipt by Lessee of Lessor's Notice, and the Lease shall, thereafter, be extended for the Option Term;


(c)    In the event Lessee challenges Lessor's opinion of the Value of the Premises, Lessee shall deliver written notice thereof (the "Lessee's Notice") to Lessor within fifteen (15) days of receipt by Lessee of Lessor's Notice.  In such Lessee's Notice, Lessee shall also advise Lessor of Lessee's opinion of the Value of the Premises.  If Lessee fails to deliver Lessee's Notice to Lessor containing the required information within such fifteen (15) day time period, then same shall be considered as Lessee's acceptance of Lessor's Opinion of the Value of the Premises.  If Lessee timely delivers the Lessee's Notice, and if Lessor and Lessee cannot agree upon the Value of the Premises within fifteen (15) days after Lessor's receipt of Lessee's Notice, then the Value of the Premises shall be determined by appraisal in accordance with this Rider.  All costs of such appraisal shall be paid by Lessee. 


3.    Determination of Value by Appraiser.   Lessor and Lessee shall appoint a mutually acceptable MAI appraiser with at least five (5) years’ experience in valuing office buildings within the general area of the Premises to also determine whether Lessor's or Lessee's opinion of the Value is more accurate.  The decision of the appraiser shall be binding on both of the Parties hereto.  The Value of the Premises as determined herein shall be the Base Rental for the Premises for the first year of the Option Term, which Base Rental shall be subject to increase each year thereafter, if any, as provided hereinabove.  Notwithstanding anything to the contrary contained herein, in no event shall the total of the Base Rental and Operating Expense Adjustment for the first month of the Option Term be less than the total of the Base Rental for the last full calendar month preceding the first month of the Option Term.  Lessee shall receive a new base year for Operating Expenses during the Option Term.  Lessee shall pay to Lessor as additional Rent the sum of five cents ($0.05) per Rentable Square Foot of Premises per month beginning on the first (1st) day of the thirteenth (13th) full calendar month of the Option Term and increasing by five cents ($0.05) per Rentable Square Foot of Premises per month annually thereafter throughout the balance of the Option Term.  Such amount shall be added to the amount of Base Rental payable hereunder.


4.    Definition of Value of the Premises.  The Value of the Premises shall be determined based upon rentals then being charged for other renewal space similarly situated and within Class A buildings located in the El Segundo/Manhattan Beach market of equivalent condition and amenities as the Building and the Property, taking into account the size, location, floor level, the length of the term of the Option Term, the extent of services to be provided, and any other relevant terms and conditions, but, in each instance, including "tenant concessions," if any, then being offered to prospective new tenants in the Building or comparable buildings.  The term "tenant concessions" shall include, without limitation, so-called free rent, half rent or other reduced rent, free parking or reduced parking charges, load factor for rentable area of the Premises that is lower than that calculated in accordance with BOMA, tenant improvements, etc.  All Base Rental payable during the Option Term shall be payable in the same manner and under the same terms and conditions as Base Rental is paid during the Initial Term.  In no event shall Lessor be obligated to construct any additional improvements within or about the Premises in connection with Lessee's exercise of such option.


5.    Payment of Base Rental.  During the period of time the Parties are determining the Value of the Premises, if such period extends beyond the scheduled expiration of the Initial Term, Lessee shall pay Lessor, as Base Rental, the amount which would be payable under Section 22.1 of the Lease if Lessee had held over possession of the Premises with Lessor's consent, but had not exercised the Renewal Option.  If the monthly Base Rental for the first year of the Option Term, as determined herein, is different than the amount paid by Lessee as Base Rental during the period of time following the end of the Initial Term of the Lease, then an adjustment shall be made effective as of the commencement of the Option Term, and one Party shall pay the other Party, within ten (10) days following the determination of the Base Rental for the first year of the Option Term, an amount sufficient to reconcile the amount so paid by Lessee as Base Rental as compared with the actual amount of Base Rental due.


6.    Option Personal.  The option granted to Lessee herein is personal to Lessee and may not be exercised or assigned voluntarily or involuntarily, by or to any person or entity other than the original Lessee.  The option herein granted to Lessee is not assignable separate and apart from the Lease.  In the event that at the time this Option is exercisable by Lessee, the Lease has been assigned, or a sublease exists as to twenty percent (20%) or more of the Premises, this Option shall automatically terminate and become null and void and Lessee, any assignee, or any sublessee, shall not have the right to exercise the Renewal Option.


7.    Effect Of Default On Option.


(a)    Lessee shall have no right to exercise the Renewal Option, notwithstanding any provision herein to the contrary, (i) during the time commencing from the date Lessor gives to Lessee a notice of default pursuant to Section 17.1 of the Lease and continuing until the default alleged in said notice of default is cured, (ii) during the period of time commencing on the date after a monetary obligation to Lessor is due from Lessee and unpaid (without any necessity for notice thereof to Lessee) and continuing until the obligation is paid, (iii) at any time after an event of default described in Sections 17.1(c) or (d) of the Lease (without any necessity for notice thereof to Lessee), or (iv) in the event that Lessor has given to Lessee three or more notices of default during the twelve (12) month period prior to the time that Lessee exercises such option.


(b)    The period of time within which such option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise such option.


(c)All rights of Lessee under the provisions of such option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of such option, if, after such exercise, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for a period of ten (10) days after such obligation becomes due (without any necessity for notice thereof to Lessee), (ii) Lessee fails to commence to cure a default specified in Section 17.1(b) of the Lease within fifteen (15) days after the date that Lessor gives notice to Lessee of such default and/or Lessee fails thereafter to diligently prosecute said cure to completion within the applicable period, (iii) Lessee commits a default described in Sections 17.1(c) or (d) of the Lease without any necessity of Lessor to give notice thereof to Lessee, or (iv) Lessor gives to Lessee three or more notices of default for the same type of default during the period commencing twelve (12) months prior to the exercise of the Renewal Option and continuing through the date of the commencement of the Option Term, whether or not the defaults are cured.


8.    Option Revoked Through Lease Amendment.  In the event the Parties should execute an amendment to the Lease that would extend or reduce, in any manner whatsoever, the Term of the Lease, then the grant to Lessee of this "Option to Extend" shall automatically be revoked and withdrawn, with no further notice to Lessee, unless agreed by the Parties to the contrary in the amendment to be executed by the Parties (which documents must set forth, in detail, the terms and conditions upon which Lessor grants Lessee rights to extend the lease).


9.    Miscellaneous.  Lessor and Lessee shall execute and deliver appropriate documentation to evidence any renewal of the Lease and the terms and conditions of the Lease during the Option Term.  All terms used herein shall have the same meanings as used in the Lease.  In the event of a conflict between the provisions of the Lease and those of this Rider, the terms of this Rider shall control.  Except as hereinabove provided, said Lease shall remain in full force and effect.




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Reviewed:      Lessor’s (Landlord’s) initials: ______    Lessee’s (Tenant’s) initials: ______    ______