Exhibit 10.36



LOGO



AIR COMMERCIAL REAL ESTATE
ASSOCIATION

STANDARD MULTI-TENANT OFFICE LEASE - NET



1.Basic Provisions (Basic Provisions).



1.1 Parties: This Lease (Lease), dated for
reference purposes only June 30, 2005, is made by and between Timm Properties II, a California limited partnership (Lessor) and CallWave, Inc., a Delaware corporation (Lessee), (collectively the
Parties, or individually a Party).



1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite Number(s) A, B2, C, D and E, 1st and 2nd floor(s), consisting of approximately 16,325 rentable square feet
and approximately 16,325 useable square feet (Premises). The Premises are located at: 136 West Canon Perdido Street, in the City of Santa Barbara, County of Santa Barbara, State of California, with zip code 93101. In addition to
Lessees rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the
exterior walls, the area above the dropped ceilings, or the utility raceways of the building containing the Premises (Building) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon
which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the Project. The Project consists of approximately 18,062 rentable square feet. (See also Paragraph 2)



1.2(b) Parking: 0 unreserved and 42
reserved vehicle parking spaces at a monthly cost of $0 per unreserved space and $0 per reserved space. (See Paragraph 2.6)



1.3 Term: five (5) years and 0 months (Original Term) commencing August 1, 2005 (Commencement Date)
and ending July 31, 2010 (Expiration Date). (See also Paragraph 3)



1.4 Early Possession: not applicable (Early Possession Date). (See also Paragraphs 3.2 and 3.3)



1.5 Base Rent: $31,833.75 per month (Base Rent), payable on the first day of each
month commencing August 1, 2005. (See also Paragraph 4)



þ if this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.



1.6 Lessees Share of Operating Expenses: ninety and 5/10 percent (90.5%) (Lessees Share).
Lessees Share has been calculated by dividing the approximate rentable square footage of the Premises by the total approximate square footage of the rentable space contained in the Project and shall not be subject to revision except in
connection with an actual change in the size of the Premises or a change in the space available for lease in the Project.



1.7 Base Rent and Other Monies Paid Upon Execution:



(a) Base Rent: $0.00 for the period
.



(b) Operating Expenses: $0.00 for the period
.



(c) Security Deposit: $17,776.00 (Security Deposit). Transfer from existing leases. (See also Paragraph
5)



(d) Parking: $0.00 for the
period .



(e) Other: $0.00 for
.



(f) Total Due Upon Execution of this Lease: $0.00.



1.8 Agreed Use: General Office



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. (See also Paragraph 6)



1.9 Insuring Party. Lessor is the Insuring
Party. (See also Paragraph 8)



1.10 Real
Estate Brokers: (See also Paragraph 15)



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



 ̈None represents Lessor
exclusively (Lessors Broker);



 ̈represents Lessee
exclusively (Lessees Broker); or



 ̈represents both Lessor and
Lessee (Dual Agency).



(b)
Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of
 or
% of the total Base Rent for the brokerage services rendered by the Brokers).



1.11 Guarantor. The obligations of the Lessee under this
Lease shall be guaranteed by None (Guarantor). (See also Paragraph 37)



1.12 Business Hours for the Building: 6:00 a.m. to 12:00 a.m., Mondays through Fridays (except Building Holidays) and
 a.m. to  p.m. on Saturdays (except Building Holidays). Building
Holidays shall mean the dates of observation of New Years Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and
.



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



 ̈Janitorial services



 ̈Electricity



 ̈Other (specify):



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



þ an Addendum consisting of Paragraphs 51 through 60;



þ a plot plan depicting the Premises;



þ a current set of the Rules and Regulations;



 ̈a Work Letter;



 ̈a janitorial schedule;



 ̈other (specify):
.



2.Premises.



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



2.2
Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date, whichever first occurs (Start Date), and warrants that the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (HVAC), and all other Items which the Lessor is obligated to construct pursuant to the Work Letter attached hereto, if any, other
than those constructed by Lessee, shall be in good operating condition on said date.





2.3 Compliance. Lessor warrants that the Improvements
comprising the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record,
regulations, and ordinances (Applicable Requirements) in effect on the Start Date. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with
Disabilities Act or any similar laws as a result of Lessees use (see Paragraph 5D), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining
whether or not the zoning and other Applicable Requirements are appropriate for Lessees intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall,
except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to require
during the term of this Lease the construction of an addition to or an alteration of the Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises (Capital
Expenditure), Lessor and Lessee shall allocate the cost of such work as follows:



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



(b) If such Capital Expenditure is not the result of the
specific and unique use of the Premises by Lessee (such as, govern mentally mandated seismic modifications), then Lessor and Lessee shall allocate the cost of such Capital Expenditure as follows: Lessor shall advance the funds necessary for such
Capital Expenditure but Lessee shall be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying Lessees share of the cost of such Capital
Expenditure (the percentage



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specified in Paragraph 1.6 by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). The
denominator shall be 240 in the case of replacement of the roof. Lessee shall pay interest on the unamortized balance of Lessees share at a rate that is commercially reasonable in the judgment of Lessors accountants. Lessee may, however,
prepay its obligation at any time. Provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall
have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure. If
Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessors share of such costs have been fully paid. If Lessee is
unable to finance Lessors share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days
written notice to Lessor.



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



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



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



2.6 Vehicle
Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in
Paragraph 1.2(b) at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee.



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



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



2.7 Common Areas - Definition. The term Common
Areas is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from
time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies,
corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.



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



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



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



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



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



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



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



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



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



3.
Term.



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



3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base
Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay



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Lessees Share of the Operating Expenses) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration
Date.



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



3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until
Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment
of Rent, notwithstanding Lessors election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall
occur but Lessor may elect to withhold possession until such conditions are satisfied.



4. Rent.



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



4.2 Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent,
Lessees Share of all Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:



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



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



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



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



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



(iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an Operating Expense;



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



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



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



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



(viii) The cost of any Capital Expenditure to the Building
or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period (20 years for roof replacement) and Lessee shall not be required to pay
more than Lessees Share of 1/144th (1/240th for roof replacement) of the cost of such Capital Expenditure in any given month;



(ix) Replacement of equipment or improvements that have a useful life for accounting purposes of 5 years or less.



(b) Any item of Operating Expense that is specifically
attributable to the Premises, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, any such item that is not
specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.



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



(d) Lessees Share of Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement of actual
expenses is presented to Lessee by Lessor. At Lessors option, however, an amount may be estimated by Lessor from time to time of Lessees Share of the Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each 12 month period of the Lease term, on the same day as the Base Rent is due hereunder. In the event that Lessee pays Lessors estimate of Lessees Share of Operating Expenses as aforesaid, Lessor shall deliver to
Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessees Share of the actual Operating Expenses incurred during such year. If Lessees payments under this paragraph (d) during said
year exceed Lessees Share as indicated on said statement, Lessee shall be entitled to credit the amount of such overpayment against Lessees Share of Operating Expenses next falling due. If Lessees payments under this paragraph
during said year were less than Lessees Share as indicated on said statement, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust
between them by cash payment any balance determined to exist with respect to that portion of the last calendar year for which Lessee is responsible as to Operating Expenses, notwithstanding that the Lease term may have terminated before the end of
such calendar year.



(e) Operating
Expenses shall not be include the costs of replacement for equipment or-capital components such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful-life
for accounting purposes of 5 years or more unless it is of the type describe in paragraph 4.2(a) (viii), in which case their cost shall be included as above provided.



(f) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to
which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.



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



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



6. Use.



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



6.2 Hazardous Substances.



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



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



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



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



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into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by
Lessor in writing at the time of such agreement.



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



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



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



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



6.4 Inspection; Compliance. Lessor and Lessors
Lender (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the
Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be
imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or
contamination.



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



7.1
Lessees Obligations. Notwithstanding Lessors obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of
any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any improvements with the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs the cost of
which is otherwise Lessees responsibility hereunder.





7.2 Lessors Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use),
7.1 (Lessees Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of
interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.



7.3
Utility Installations; Trade Fixtures; Alterations.



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



(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessors prior written
consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during in any one year of this Lease as extended
does not exceed $50002000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to
granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in
written form with detailed plans. Consent shall be deemed conditioned upon Lessees: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to
commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility



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Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with
asbuilt plans and specifications. For work which costs an amount in excess of one months Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such
Alteration or Utility Installation and/or upon Lessees posting an additional Security Deposit with Lessor.



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



7.4 Ownership; Removal; Surrender; and Restoration.



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



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



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



8. Insurance; Indemnity.



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



8.2 Liability
Insurance.



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



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



8.3 Property Insurance - Building, Improvements and Rental Value.



(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of
insurance in the name of Lessor, with loss payable to Lessor, any ground is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or
earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a
covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a
factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not
exceed $1,000 per occurrence.



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



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



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



8.4 Lessees Property; Business Interruption
insurance.



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



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



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



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



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



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



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



9. Damage or Destruction.



9.1 Definitions.



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



(b) Premises Total Destruction shall mean
damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or
the cost thereof exceeds a sum equal to 6 months Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.



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



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



(e) Hazardous Substance Condition shall mean the occurrence or discovery of a condition involving the presence of, or a
contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.



9.2 Partial Damage Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors
expense, repair such damage (but not Lessees Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at
Lessors election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in force or the Insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to
complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance



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coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in Insurance proceeds or to fully restore the
unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or
adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received,
Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full
force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.



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



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



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



9.6 Abatement of Rent; Lessees Remedies.



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



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



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





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



10. Real Property Taxes.



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



10.2
Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the
provisions of Paragraph 4.2.



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



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



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



11. Utilities and Services.



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



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



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



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



11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy,
stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions.



12. Assignment and Subletting.



12.1 Lessors Consent Required.



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



(b) Unless Lessee is a corporation and its stock is publicly
traded on a national stock exchange or Nasdaq, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in
control for this purpose.



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



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



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



12.2 Terms and Conditions Applicable to Assignment and Subletting.



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



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



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



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



(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessors
determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any. Lessee agrees to provide
Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)



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



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



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



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



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



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



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



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



13. Default; Breach; Remedies.



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



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



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



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



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



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



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





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



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



(a) Terminate Lessees right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award
exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of
such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessees failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable
attorneys fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the
immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award



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plus one percent. Efforts by Lessor to mitigate damages caused by Lessees Breach of this Lease shall not waive Lessors right to recover damages
under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve
the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer
statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within
the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.



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



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



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



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



13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor,
when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to
non-scheduled payments. The interest (Interest) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for
In Paragraph 13.4.



13.6 Breach by Lessor.



(a) Notice of Breach. Lessor shall not
be deemed in breach of this Lease unless Lessor falls within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 15 days
after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that (i) if the
nature of Lessors obligation is such that more than 30 15 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 15 day period and
thereafter diligently pursued to completion and (ii) in ease of emergency, Lessor shall resond as soon as possible consistent with the nature of the emergency.



(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within
30 15 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessees expense and offset from Rent the actual and
reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one months Base Rent or the Security Deposit, reserving Lessees right to seek reimbursement from Lessor. Lessee
shall document the cost of said cure and supply said documentation to Lessor.





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



15.Brokerage Fees. Not Applicable



15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise
agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the
Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the
Brokers In effect at the time of the execution of this Lease.



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



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



16. Estoppel Certificates.



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



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



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



17.Definition of Lessor. The term Lessor as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessees Interest to the prior
lease. In the event of a transfer of Lessors title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph
15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor.
Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.



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



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



20. Limitation on Liability. The obligations of Lessor under this
Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with
respect to this Lease, and shall not seek recourse against Lessors partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.



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



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



23. Notices.



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



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



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



25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.Not
Applicable.



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



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



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



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



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



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



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



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



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



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



30. Subordination; Attornment; NonDisturbance.



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



30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the
foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of
the terms and provisions of this Lease, with such new owner for



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the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner,
upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessors obligations hereunder, except
that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior
lessor, (c) be bound by prepayment of more than one months rent, or (d) be liable for the return of any security deposit paid to any prior lessor.



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



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



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



32. Lessors Access; Showing Premises; Repairs.Lessor and
Lessors agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such
alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there
is no material adverse effect to Lessees use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary For Sale signs and Lessor
may during the last 6 months of the term hereof place on the Premises any ordinary For Lease signs. In addition, Lessor shall have the right to retain keys to the Premises and to unlock all doors in or upon the Premises other than
to files, vaults and safes, and in the case of emergency to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a forcible or unlawful entry or detainer of the Premises or an eviction. Lessee waives any
charges for damages or injuries or interference with Lessees property or business in connection therewith.



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



34. Signs. Lessee shall not place any sign upon the Project without Lessors prior written consent.



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



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



37. Guarantor.Not Applicable.



37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate
Association.



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



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



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



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



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



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



39.4 Effect of Default on Options.



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



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



(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessees due and timely exercise of the Option,
if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or
(ii) if Lessee commits a Breach of this Lease.



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



41. Reservations.



(a) Lessor reserves the right: (i) to grant, without the
consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such easements, rights,
dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project upon at least 90 days prior written notice;
provide and install, at Lessees expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business
as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on
pole signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. The obstruction of Lessees view, air, or light by any structure erected in the vicinity of the Building, whether by
Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor.



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



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



42. Performance Under Protest. If at any time a dispute shall arise as
to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment under protest and such payment shall
not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.



43. Authority.



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



(b) If this Lease is executed by
more than one person or entity as Lessee, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or
other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.



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



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



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



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



48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.



49. Mediation and Arbitration of Disputes. An Addendum requiring the
Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ̈is þ is not attached to this Lease.



50.Americans with Disabilities Act. In the event that as a result of Lessees use, or intended use, of the Premises the Americans with Disabilities Act or any similar law requires modifications or the construction or installation
of improvements in or to the Premises, Building, Project and/or Common Areas, the Parties agree that such modifications, construction or improvements shall be made at: ̈Lessors expense þ Lessees expense.



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



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL
ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES ARE URGED TO:



1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
SAID INVESTIGATION



SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR
LESSEES INTENDED USE.



WARNING: IF THE PREMISES ARE LOCATED
IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.



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



|                                                     |  |                                                       |  |                                         |  |                |  |                                                            
|---------------------------------------------------- |  | ----------------------------------------------------- |  | --------------------------------------- |  | -------------- |  | -----------------------------------------------------------
|Executed at: Santa Barbara, California               |  |                                                       |  | Executed Att: Santa Barbara, California
|On: June 30, 2005                                    |  |                                                       |  | On: June 30, 2005                      
|                                                     |  |                                                      
|By LESSOR:                                           |  |                                                       |  | By LESSEE:                             
|                                                     |  |                                                      
|TIMM PROPERTIES II, a California limited partnership |  |                                                       |  | CALLWAVE, INC., a Delaware corporation 
|                                                     |  |                                                       |  |                                        
|By:                                                  |  | M. Timm Development, Inc., a General Partner          |  |                                         |  | By:            |  |                                                            
|                                                     |  |                                                       |  |                                        
|By:                                                  |  |                                                       |  |                                         |  | Name Printed:  |  |                                                            
|Name Printed:                                        |  | Milan E. Timm                                         |  |                                         |  | Title:         |  |                                                            
|Title:                                               |  | President                                             |  |                                         |  |                |  |                                                            
|                                                     |  |                                                       |  |                                        
|By:                                                  |  |                                                       |  |                                         |  | By:            |  |                                                            
|Name Printed:                                        |  |                                                       |  |                                         |  | Name Printed:  |  |                                                            
|Title:                                               |  |                                                       |  |                                         |  | Title:         |  |                                                            
|Address:                                             |  | 233 East Carrillo St., Ste. D Santa Barbara, CA 93101 |  |                                         |  | Address:       |  | 135 West Canon Perdido St., Suite A Santa Barbara, CA 93101
|                                                     |  |                                                       |  |                                        
|Telephone:()                                         |  |                                                       |  |                                         |  | Telephone:()   |  |                                                            
|                                                     |  |                                                       |  |                                        
|Facsimile:()                                         |  |                                                       |  |                                         |  | Facsimile:()   |  |                                                            
|                                                     |  |                                                       |  |                                        
|Federal ID No.                                       |  |                                                       |  |                                         |  | Federal ID No. |  |                                                            



|          |  |               |  |          
|--------- |  | ------------- |  | ---------
|_________ |  | PAGE 17 OF 18 |  | _________
|_________ |  |               |  | _________
|INITIALS  |  |               |  | INITIALS 
|          |  |               |  |          

|                                               |  |                   
|---------------------------------------------- |  | ------------------
|©2002 - AIR COMMERCIAL REAL ESTATE ASSOCIATION |  | FORM MTON-0-11/02E



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|               |  |  |  |  |  |                |  | 
|-------------- |  |  |  |  |  | -------------- |  | 
|               |  |  |  | 
|BROKER:        |  |  |  |  |  | BROKER:        |  | 
|               |  |  |  | 
|               |  | 
|               |  |  |  | 
|               |  |  |  | 
|Attn:          |  |  |  |  |  | Attn:          |  | 
|               |  |  |  | 
|Title:         |  |  |  |  |  | Title:         |  | 
|               |  |  |  | 
|Address:       |  |  |  |  |  | Address:       |  | 
|               |  | 
|               |  |  |  | 
|               |  | 
|               |  |  |  | 
|               |  |  |  | 
|Telephone:()   |  |  |  |  |  | Telephone:()   |  | 
|               |  |  |  | 
|Facsimile:()   |  |  |  |  |  | Facsimile:()   |  | 
|               |  |  |  | 
|Federal ID No. |  |  |  |  |  | Federal ID No. |  | 



NOTE: These forms are often
modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 South Flower Street, Suite 600, Los Angeles, California 90017.
(213) 687-8777. Fax No. (213) 687-8616



© Copyright 2002 - By AIR Commercial Real Estate
Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing.



|          |  |               |  |          
|--------- |  | ------------- |  | ---------
|_________ |  | PAGE 18 OF 18 |  | _________
|_________ |  |               |  | _________
|INITIALS  |  |               |  | INITIALS 
|          |  |               |  |          

|                                               |  |                   
|---------------------------------------------- |  | ------------------
|©2002 - AIR COMMERCIAL REAL ESTATE ASSOCIATION |  | FORM MTON-0-11/02E



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ADDENDUM TO STANDARD MULTI-TENANT

OFFICE LEASE  NET



51. Subsequent Delivery of a Portion of the Premises.The definition of a Premises and all of the economic terms set forth in the Lease are based upon the assumption that Lessee also occupies
the space in the Building presently occupied by SoftShare, being suites C, D and E, consisting of 8,562 rentable square feet (the SoftShare Space). The SoftShare Space is subject to a lease through January 31, 2006. Lessor and Lessee
anticipate that the SoftShare Space will be vacated on or before January 31, 2006. Therefore, it is anticipated that the SoftShare Space will be available to Lessee on or about February 1, 2006; subject, however, to the right of Lessor to extend the
date of delivery of possession of the SoftShare Space to Lessee by up to thirty (30) days in order to make any necessary repairs or improvements. The date that Lessor specifies in a notice to Lessee that Lessee may take possession of the SoftShare
Space is referred to as the SoftShare Space Commencement Date. Until the SoftShare Space Commencement Date, the following shall apply:



| | (a) | Base Rent shall be $15,137.85 per month.
| | --- | ----------------------------------------



| | (b) | Lessees Share of operating expenses shall be forty-three percent (43%).
| | --- | ------------------------------------------------------------------------



| | (c) | Parking will be 22 reserved spaces.
| | --- | -----------------------------------



| | (d) | Lessee shall have no rights to the use or occupancy of the SoftShare Space.
| | --- | ---------------------------------------------------------------------------



On the SoftShare Space Commencement Date, Lessee shall pay to Lessor an additional security deposit of $16,696.00.



For purposes of calculating the adjustments to the Base Rent provided in
Paragraph 53, the adjustment shall be separately for the Base Rent for the SoftShare Space for the period commencing on the SoftShare Space Commencement Date through the date of the first adjustment of Base Rent as provided in Paragraph 53.
Thereafter, the adjustment provided in Paragraph 53 shall apply to the entire Base Rent utilizing the Commencement Date.



In the event Lessor does not deliver the SoftShare Space to Lessee prior to April 1, 2006 (subject to delays occasioned by force majuere), Lessee shall
have the right to terminate this Lease by giving Lessor not less that ninety (90) days written notice of termination at any time prior to August 31, 2006, on condition that Lessor has not tendered the SoftShare Space to Lessee prior to receipt
of such notice of termination.



52. Release of Portion of the
Premises.On the SoftShare Space Commencement Date, the following shall apply:



| | (a) | A portion of the Premises described as Suite B2 consisting of 662 rentable square feet (the Released Space) shall be deemed deleted from this Lease and shall revert to
Lessor.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Lessees share of Operating Expenses shall be eighty-six and 7/10 percent (86.7%).
| | --- | ----------------------------------------------------------------------------------



---

| | (c) | Parking will be 40 reserved spaces (spaces nos. 34 and 40 to released).
| | --- | -----------------------------------------------------------------------



| | (d) | The Released Space shall be in the condition it is required to be returned to Lessor pursuant to Paragraph 7.4.
| | --- | ---------------------------------------------------------------------------------------------------------------



53. Rental Adjustments.The Base Rent shall be adjusted commencing one (1) year
from the first day of the month in which the Commencement Date occurs, and annually thereafter during the second and subsequent years of the initial term and the extended term in the following manner:



| | a. | The initial Base Rent shall be multiplied by a fraction, the numerator of which shall be the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor
for Urban Wage Earners and Clerical Workers, All Items, Los Angeles-Riverside-Orange County, California (1982-84=100) (hereinafter referred to as the CPI) for the calendar month two (2) months prior to the month during which the
adjustment is to take effect, and the denominator of which shall be the CPI for the month two (2) months preceding the month in which the Commencement Date occurs. The sum so-calculated shall constitute the new Base Rent hereunder, but in no event,
shall such new Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment date.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department, bureau or agency, or shall be discontinued, then the index most
nearly the same as the CPI shall be used to make such calculation. In the event Lessee and Lessor cannot agree upon such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with
the then Rules of said Association and the decision of the arbitrator shall be binding upon Lessor and Lessee. The cost of said arbitration shall be paid equally by Lessor and Lessee. The arbitration shall be conducted, if possible, by written
submission to the arbitrators and, if a hearing is necessary, such hearing shall be held in Santa Barbara, California.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



54. Option to Extend Term.Subject to provisions of Paragraph 39, Lessee shall have one (1) option to extend the term of this Lease for five (5) additional
years, upon the same terms and conditions herein contained (other than this Paragraph 53), except for the amount of Base Rent. Lessee may exercise said option to extend by delivering written notice thereof to Lessor not less than one hundred eighty
(180) days, but not more than three hundred sixty-five (365) days, prior to expiration of the initial term. The Base Rent for the extension term shall be the fair rental value of the Premises determined pursuant to the following procedure. The Base
Rent shall in no event be less than the Base Rent in effect prior to commencement of the extension term. Each year during the extension term the Base Rent shall be increased as provided in Paragraph 52. Lessor and Lessee shall have thirty (30) days
after Lessor receives written notice of the exercise of this option to agree upon a new Base Rent for the extension term. If Lessor and Lessee are unable to agree on the Base Rent for the extended term within said thirty (30)-day period, Lessor and
Lessee shall endeavor to agree in writing as to a single qualified appraiser (who may be a commercial real estate broker) to be appointed by both of them to determine the fair rental value of the Premises



2



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(including any improvements made thereto). If they are unable to reach an agreement within ten (10) days thereafter, then Lessor and Lessee shall each
appoint a real estate broker knowledgeable of commercial lease transactions in the Santa Barbara, California, area. The two appraisers shall appoint a third appraiser within ten (10) days after the second appraiser has been appointed. If the two
appraisers cannot agree upon an appraiser, the Presiding Judge of the Superior Court of the State of California in and for the County of Santa Barbara shall select a third qualified appraiser. The third appraiser shall not have been previously or
then be active in any capacity for either party. Within twenty (20) days after selection of the third appraiser, a majority of the appraisers shall determine the fair rental value of the Premises. If a majority of the appraisers are unable to set
the fair rental value within the stipulated period of time, the three appraised values shall be added together, their total divided by three and the resulting quotient shall be the fair rental value of the Premises. However, if the low appraisal or
high appraisal is more than 15% lower or higher than the middle appraisal, the lower appraisal or the higher appraisal or both shall be disregarded. If only one appraisal is disregarded the remaining two appraisals shall be added together, and the
total divided by two, and the resulting quotient shall be the fair rental value of the Premises. If both the low appraisal and high appraisal are disregarded, then the middle appraisal shall constitute the fair rental value of the Premises. Each
party shall bear the costs and fees of its respective appraiser, and shall bear in equal shares the cost incurred by the third appraiser and the fees charged by such third appraiser.



55. Right to Take Additional Space.Before entering into a lease with anyone (other than an existing tenant of the Building
with respect to the space currently occupied by such tenant) during the term hereof and any extension, respecting any previously leased space in the Building, Lessor shall notify Lessee of the availability of such space for letting. Provided Lessee
gives written notice of its desire to lease such space within ten (10)-business days after receipt of said notice, Lessee shall, thereafter, for a period of twenty (20) days, have the right to negotiate with Lessor for a lease of such space for a
term not extending beyond the expiration date of this Lease (or extension thereof), and Lessor and Lessee agree to negotiate for such a lease in good faith. If Lessee fails to respond to said notice within said ten (10)-business day period, or,
after giving written notice of its exercise of its right to negotiate, if Lessor and Lessee do not enter into a lease within said twenty (20)-day period, Lessees rights under this paragraph shall be deemed to have been waived, and Lessor shall
be free (without any further obligation to Lessee) to lease the space to anyone at a Base Rent not less than ninety percent (90%) of that offered by Lessee, without any further obligation to Lessee. If Lessor determines to lease the space at a Base
Rent of less than ninety percent (90%) of that offered by Lessee for said space, Lessor shall give written notice to Lessee of the terms and conditions acceptable to Lessor for the lease of such space. Lessee shall have five (5) business days from
receipt of such notice to advise Lessor, in writing, that Lessee desires to lease said space on such terms and conditions. Failure of Lessee to provide such timely notice shall be deemed a waiver of Lessees rights under this paragraph. The
first right to negotiate for additional space shall be terminated during any period in which Lessee is in material default under any provisions of this Lease until said default has been cured. The period of time within which this first right to
negotiate may be exercised shall not be extended or enlarged by reason of Lessees inability to exercise such rights because of the foregoing provision. Time is of the essence. If Lessee fails to exercise its first right to negotiate in any
instance when such right may arise, in writing, prior to the expiration of the applicable time period for the exercise of such right, Lessees right for the new premises or any part thereof described in the notice shall thereafter be deemed
null and void and of no further force or effect. Notwithstanding any contrary provision hereof, if Lessor and Lessee enter into a lease for additional space pursuant to this provision, such



3



---

lease must stipulate that any default by Lessee hereunder will be deemed to constitute a like default under that lease and this Lease will be amended to
provide that any default by Lessee under that lease will be deemed to constitute a like default under this Lease.



56. Improvements.At any time on or before June 30, 2006, Lessee may request that Lessor make improvements to the Premises or the Common Area (the
Improvements). Lessee shall deliver to Lessor a written notice describing the Improvements. Promptly thereafter, Lessor and Lessee shall agree upon the Improvements and shall obtain bids from one or more contractors to complete the
Improvements. Lessee and Lessor shall review the bids and select one or more contractors to complete the Improvements. Lessor will then contract with the contractor(s) to have the Improvements completed as soon as reasonably possible. Lessor and
Lessee shall share equally the costs of the Improvements and shall pay equally each deposit and progress payment due to the contractor(s); provided, however, that Lessor shall not be responsible for more than $100,000. If Lessee does not invoke this
Paragraph 56 prior to June 30, 2006, to require Lessor to expend the entire $100,000 described herein, Lessor thereafter shall have no further obligation under this Paragraph 56 to undertake additional improvements requiring Lessors financial
participation. Amounts paid by Lessor hereunder shall constitute Inducements for purposes of Paragraph 13.3, but such amounts shall be reduced by twenty percent (20%) of the total amount paid by Lessor hereunder for each full year of the
Lease prior to triggering of Paragraph 13.3. Amounts paid by Lessor pursuant this Paragraph 56 will not be included in Operating Expenses or otherwise charged to Lessee.



A termination by Lessee of this Lease in accordance with Paragraph 51 shall not trigger application of Paragraph 13.3.
Moreover, in the event Lessee terminates this Lease in accordance with Paragraph 51, Lessor shall reimburse Lessee for expenditures made by Lessee pursuant to this Paragraph 56 which were actually incurred by Lessee on or after the date the
SoftShare Space was vacated by SoftShare and prior to Lessees notice of termination of this Lease.



57. Lessees Remedy. If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessors part to be performed, Lessee shall be required to deliver to Lessor written
notice of same. If, as a consequence of such default, Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of the right, title and interest of Lessor in the Project, and out of rent or other income from the
Project receivable by Lessor or out of consideration received by Lessor from the sale or other disposition of all or any part of Lessors right, title or interest in the Project, and no action for any deficiency may be sought or obtained from
or against Lessor. This exculpation of personal liability is absolute and without any exception whatsoever.



58. Consent by Lessor.In any instance in which Lessor agrees to not unreasonably withhold or delay Lessors consent or approval, Lessee hereby waives any claim for damages or liability against
Lessor based on Lessor unreasonably withholding or unreasonably delaying any consent or approval requested by Lessee and Lessee agrees that Lessees sole remedy shall be an action or proceeding to enforce Lessors obligation to provide
such consent or approval unless the court or arbitrator determines that Lessors action was arbitrary and capricious. If with respect to any required consent or approval, Lessor is required by the express provisions of this Lease not to
unreasonably withhold or delay Lessors consent or approval, and if it is determined at any such proceeding that Lessor acted unreasonably, the requested consent or approval shall be deemed to have been granted; however, Lessor shall have no
liability whatsoever to Lessee for Lessors



4



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refusal or failure to give such consent or approval unless the court or arbitrator determines that Lessors action was arbitrary and capricious.
Lessors sole remedy for Lessors unreasonably withholding or delaying consent or approval shall be as provided in this paragraph. If Lessor decides not to consent to a proposed assignment or subletting, Lessor shall advise Lessee in
writing of such nonconsent and shall state in reasonable detail all reasons for such nonconsent and requests, if any, for further information to consider the request.



59. Signage.Lessee shall have the right to post signage on the exterior of the Building consistent with the share of the
Building occupied by Lessee. Such signage to be at Lessees cost and subject to Lessors prior approval, which shall not be unreasonably withheld.



60. Earthquake Insurance.If Lessor determines to procure earthquake insurance for the Building, the premium therefor may be included as an Operating
Expense limited as follows:



| | (a) | only the premium cost of such coverage for a policy which would contain commercially reasonable deductibles of not less than fifteen percent (15%) of the damage; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Lessor shall not include as Operating Expense or otherwise pass through or charge Lessee for the cost of repairs equal to the amount of the deductible under the policy of earthquake
insurance.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                     |  |                                                                      |  |                                        |  |        |  | 
|---------------------------------------------------- |  | -------------------------------------------------------------------- |  | -------------------------------------- |  | ------ |  | 
|TIMM PROPERTIES II, a California limited partnership |  |                                                                      |  | CALLWAVE, INC., a Delaware corporation
|                                                     |  |                                                                      |  |                                       
|By:                                                  |  | M. Timm Development, Inc., a California corporation, General Partner |  |                                        |  | By     |  | 
|                                                     |  |                                                                      |  |                                       
|                                                     |  |                                                                      |  |                                        |  | Title: |  | 
|                                                     |  |                                                                      |  |                                       
|By                                                   |  |                                                                      |  |                                        |  | By     |  | 
|                                                     |  | Milan E. Timm, President                                             |  |                                        |  |        |  | 
|                                                     |  |                                                                      |  |                                        |  | Title: |  | 



5



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RULES AND REGULATIONS FOR STANDARD OFFICE LEASE



By and between Timm Properties II and CallWave, Inc.



GENERAL RULES



|1. | Lessee shall not suffer or permit the obstruction of any Common Areas, including driveways, walkways and stairways.
|-- | -------------------------------------------------------------------------------------------------------------------



|2. | Lessor Reserves the right to refuse access to any persons Lessor in good faith judges to be a threat to the safety, reputation, or property of the Office Building Project and Its
occupants.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Lessee shall not make or permit any noise or odors that annoy of interfere with other lessees or persons having business with the Office Building Project.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Lessee shall not keep animals or birds within the Office building Project, and shall hot bring bicycles, motorcycles or other vehicles into areas not designated as authorized for
same.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Lessee shall not make, suffer or permit liter except in appropriate receptacles for that purpose.
|-- | -------------------------------------------------------------------------------------------------



|6. | Lessee shall not alter any lock or install new or additional locks or bolts.
|-- | ----------------------------------------------------------------------------



|7. | Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or other utilities. No foreign substances of any kind are to be inserted therein.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | Lessee shall not deface the walls, partitions or other surfaces of the premises or office Building Project.
|-- | -----------------------------------------------------------------------------------------------------------



|9. | Lessee shall not suffer or permit any thing in or around the Premises that causes excessive vibration of floor loading in any part of the Office Building Project.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | Furniture, significant freight and equipment shall be moved into or out of the building only with Lessors knowledge and consent, and subject to such reasonable limitations,
techniques and timing, as may be designated by Lessor. Lessee shall be responsible for any damage to the Office Building Project arising from any such activity.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|11. | Lessee shall not employ any service or contractor for services to work to be performed in the Building, except as approved by Lessor.
|--- | -------------------------------------------------------------------------------------------------------------------------------------



|12. | Lessor reserves the right to close and lock the Building on Saturdays, Sundays and legal holidays, and on other days between the hours of 8:00 P.M. and 5:00 A.M. of the following
day. If Lessee uses the Premises during such periods, Lessee shall be responsible for securely locking any doors it may have opened for entry.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|13. | Lessee shall return all keys at the termination of its tenancy and shall be responsible for the cost of replacing any keys that are lost.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



|14. | No window coverings, shades or awnings shall be installed or used by Lessee.
|--- | ----------------------------------------------------------------------------



|15. | No Lessee, employee or invitee shall go upon the roof of the building.
|--- | ----------------------------------------------------------------------



|16. | Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by lessor or by applicable governmental agencies as non-smoking
areas.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|17. | Lessee shall not use any method of heating or air conditioning other than as provided by Lessor.
|--- | ------------------------------------------------------------------------------------------------



|18. | Lessee shall not install, maintain or operate any vending machines upon the Premises without Lessors written consent.
|--- | ----------------------------------------------------------------------------------------------------------------------



|19. | The Premises shall not be used for lodging or manufacturing, cooking or food preparation.
|--- | -----------------------------------------------------------------------------------------



|20. | Lessee shall comply with all safety, fire protection and evacuation regulations established by Lessor or any applicable governmental agency.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|21. | Lessor reserves the right to waive any one of these rules or regulations, and/or as to any particular Lessee, and any such waiver shall not constitute a waiver of any other rule or
regulation or any subsequent application thereof to such Lessee.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

|22. | Lessee assumes all risks from theft or vandalism and agrees to keep its premises locked as may be required.
|--- | -----------------------------------------------------------------------------------------------------------



|23. | Lessor reserves the right to make such other reasonable rules and regulations as it may from time to time deem necessary for the appropriate operation and safety of the Office
Building Project and its occupants. Lessee agrees to abide by these and such rules and regulations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PARKING RULES



|1. | Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles herein called Permitted Size Vehicles. Vehicles other than
Permitted Size Vehicles are herein referred to as Oversized Vehicles.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessees employees, suppliers, shippers, customers, or invitees to be loaded,
unloaded, or parked in areas other than those designated by Lessor for such activities.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Parking stickers or identification devices shall be the property of Lessor and be returned to lessor by the holder thereof upon termination of the holders parking privileges.
Lessee will pay such replacement charge as reasonably established by Lessor for the Loss of such devices.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Lessor reserves the right to refuse the sale of monthly identification devices to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws
and/or agreements.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Lessor reserves the right to relocate all or part of parking spaces from floor to floor, within one floor, and/or reasonably adjacent offsite location(s) and to reasonably allocate
them between compact and standard size spaces, as long as the same complies with applicable laws, ordinances and regulations.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.
|-- | ---------------------------------------------------------------------------------------------------------------



|7. | Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to
persons or loss of property, all of which risks are assumed by the party using the parking area.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | Validation, if established, will be permissible only by such method or methods as Lessor and/or its licensee may establish rates generally applicable to visitor parking.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Area is prohibited.
|-- | ---------------------------------------------------------------------------------------------------------------



|10. | Lessee shall be responsible for seeing that all of its employees, agent and invitees comply with the applicable parking rules, regulations, laws and agreements.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|11. | Lessor reserves the right to modify these rules and/or adopt such reasonable and non-discriminatory rules and regulations as it may deem necessary for the proper operation of the
parking area.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12. | Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.
|--- | -----------------------------------------------------------------------------------------------------------------------------------