OFFICE
LEASE


between


 


3600
Wilshire, LLC,


a
California limited liability company


 


(Landlord)


 


and


 


Barfresh
Food Group, Inc.,


a
Delaware corporation


 


(Tenant)


 









    	 	 	 



    	 



    

 


OFFICE
LEASE








 


TABLE
OF CONTENTS


 


	ARTICLE
    I - DEFINITIONS	2
	 	 
	ARTICLE
    II - PREMISES	3
	 	 
	ARTICLE
    III - TERM	4
	 	 
	ARTICLE
    IV - RENTAL	4
	 	 
	ARTICLE
    V - SECURITY DEPOSIT	9
	 	 
	ARTICLE
    VI - USE OF PREMISES	9
	 	 
	ARTICLE
    VII - UTILITIES AND SERVICES	11
	 	 
	ARTICLE
    VIII - MAINTENANCE AND REPAIRS	12
	 	 
	ARTICLE
    IX - ALTERATIONS, ADDITIONS AND IMPROVEMENTS	13
	 	 
	ARTICLE
    X - INDEMNIFICATION AND INSURANCE	15
	 	 
	ARTICLE
    XI - DAMAGE OR DESTRUCTION	17
	 	 
	ARTICLE
    XII - CONDEMNATION	17
	 	 
	ARTICLE
    XIII - RELOCATION	18
	 	 
	ARTICLE
    XIV - ASSIGNMENT AND SUBLETTING	18
	 	 
	ARTICLE
    XV - DEFAULT AND REMEDIES	20
	 	 
	ARTICLE
    XVI - ATTORNEYS’ FEES: COSTS OF SUIT	23
	 	 
	ARTICLE
    XVII - SUBORDINATION AND ATTORNMENT	23
	 	 
	ARTICLE
    XVIII - QUIET ENJOYMENT	24
	 	 
	ARTICLE
    XIX - RULES AND REGULATIONS	25
	 	 
	ARTICLE
    XX - ESTOPPEL CERTIFICATES	25
	 	 
	ARTICLE
    XXI - ENTRY BY LANDLORD	25
	 	 
	ARTICLE
    XXII - LANDLORD’S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL LIABILITY; TRANSFER OF LANDLORD’S INTEREST	26
	 	 
	ARTICLE
    XXIII - HOLDOVER TENANCY	26
	 	 
	ARTICLE
    XXIV - NOTICES	27
	 	 
	ARTICLE
    XXV - BROKERS	27
	 	 
	ARTICLE
    XXVI - ELECTRONIC SERVICES	27
	 	 
	ARTICLE
    XXVII - PARKING	29
	 	 
	ARTICLE
    XXVIII - MISCELLANEOUS	30


 




    	 	 	 



    	 



    

 


EXHIBITS





 


	Exhibit
    A	Floor
    Plan
	Exhibit
    B	Work
    Letter Agreement
	Exhibit
    C	Rules
    and Regulations
	Exhibit
    D	Personal
    Guaranty
	Exhibit
    E	Suite
    Acceptance Letter
	Exhibit
    F	Asbestos
    Notification
	Addendum	 


 




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OFFICE
LEASE


 


THIS
OFFICE LEASE (“Lease”), dated March 14, 2019, is made and entered into by and between 3600 Wilshire, LLC, a
California limited liability company, c/o Jamison Services, Inc., a California corporation (“Landlord”), and
Barfresh Food Group, Inc., a Delaware corporation (“Tenant”), upon the following terms and conditions:


 


ARTICLE
I - DEFINITIONS


 


Unless
the context otherwise specifies or requires, the following terms shall have the meanings specified herein;


 


1.01
Building. The term “Building” shall mean that certain office building located at 3600 Wilshire
Boulevard, Los Angeles, CA 90010, commonly known as 3600 Wilshire, together with any related land, improvements, parking facilities,
common areas, driveways, sidewalks and landscaping.


 


1.02
Premises. The term “Premises” shall mean Suite(s) 1720 in the Building, as more particularly
outlined on the drawing attached hereto as Exhibit “A” and incorporated herein by reference. As used herein,
“Premises” shall not include any storage area in the Building, which shall be leased or rented pursuant to
separate agreement.


 


1.03
Rentable Area of the Premises. The term “Rentable Area of the Premises” shall mean approximately
2,627 rentable square feet, which Landlord and Tenant have stipulated as the Rentable Area of the Premises, subject to
remeasurement by Landlord. Tenant acknowledges that the Rentable Area of the Premises includes the usable area, without deduction
for columns or projections, multiplied by a load factor to reflect a share of certain areas, which may include lobbies, corridors,
mechanical, utility, janitorial, boiler and service rooms and closets, restrooms and other public, common and service areas of
the Building.


 


1.04
Lease Term. The term “Lease Term” shall mean the period between the Commencement Date and the
Expiration Date (as such terms are hereinafter defined), unless sooner terminated as otherwise provided in this Lease.


 


1.05
Commencement Date. Subject to adjustment as provided in Article 3, the term “Commencement Date”
shall mean the date Landlord delivers the Premises to Tenant with the Work in Substantially Complete condition in accordance with
the Work Letter Agreement attached hereto as Exhibit “B”, which date is estimated to be April 1, 2019. The
terms “Work” and “Substantially Complete” shall have the meanings ascribed to such terms
in the Work Letter Agreement.


 


1.06
Expiration Date. Subject to adjustment as provided in Article 3, the term “Expiration Date” shall
mean the date that is forty-eight (48) months after the Commencement Date.


 


1.07
Base Rent. Subject to adjustment as provided in Article 4, the term “Base Rent” for the Premises
shall mean $2.35 per rentable square foot per month for the first twelve (12) months of the Lease Term, with an annual increase
of three percent (3%) thereafter as approximated in the following table:


 


	Year
    of Lease Term	 	Monthly
                                         Installment of

                                                                  Base
                                         Rent
	 	 	Monthly
                                         Rental Rate per Rentable

                                                                                Square
                                         Foot of the Premises
	 
	1	 	$	6,173.45	 	 	$	2.35	 
	2	 	$	6,358.65	 	 	$	2.42	 
	3	 	$	6,549.41	 	 	$	2.49	 
	4	 	$	6,745.90	 	 	$	2.57	 



 




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1.08
Tenant’s Percentage Share. The term “Tenant’s Percentage Share” shall mean Zero and
Six Hundred Thirty Three Thousandth percent (0.633%) with respect to increases in Property Taxes and Operating Expenses (as such
terms are hereinafter defined). Landlord may reasonably re-determine Tenant’s Percentage Share from time to time to reflect
reconfigurations, additions or modifications to the Building.


 


1.09
Security Deposit. The term “Security Deposit” shall mean Six Thousand Seven Hundred FortyFive
and 90/100 Dollars ($6,745.90).


 


1.10
Tenant’s Permitted Use. The term “Tenant’s Permitted Use” shall mean a General Office
and no other use.


 


1.11
Business Hours. The term “Business Hours” shall mean the hours of 8:30 A.M. to 5:30 P.M., Monday
through Friday (federal and state holidays excepted). Holidays are defined as the following: New Years Day, President’s
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and to the extent of utilities or services
provided by union members engaged at the Building, such other holidays observed by such unions.


 


1.12
Landlord’s Address For Notices. The term “Landlord’s Address for Notices” shall mean
3600 Wilshire Boulevard, Suite 800, Los Angeles, CA 90010 Attn: Property Manager, with a copy to 3470 Wilshire Boulevard, Suite
700, Los Angeles, CA 90010, Attn: Legal Department.


 


1.13
Tenant’s Address for Notices. The term “Tenant’s Address for Notices” shall mean
3600 Wilshire Boulevard, Suite 1720, Los Angeles, CA 90010.


 


1.14
Broker. The term “Broker” shall mean Jamison Realty, Inc. for Landlord, and no other brokers.


 


1.15
Guarantor. [Intentionally omitted.]


 


1.16
Tenant’s Parking Stalls. The term “Tenant’s Parking Stalls” shall mean one (1) reserved
covered and five (5) unreserved covered parking spaces, at the Building’s prevailing parking rates. In addition, Tenant
shall have the right to rent two (2) additional parking spaces (“Additional Parking Stalls”), subject to availability,
on a month-to-month basis; provided, however, that the Additional Parking Stalls may be revoked upon ten (10) days’ prior
notice from Landlord to Tenant.


 


1.17
Signage. Tenant shall be entitled, at Tenant’s sole cost and expense, to identification signage outside of
the Premises on the floor on which the Premises are located. The location, quality, design, style, lighting and size of such signage
shall be consistent with the Landlord’s Building standard signage program. In addition, Tenant, at Landlord’s sole
cost and expense, shall have identification in the Building’s lobby directory to display Tenant’s name and location
in the Building.


 


1.18
Abatement Provisions. Subject to the terms and conditions in Section 15.10, Landlord grants to Tenant a total credit
against the monthly installment of Base Rent for the following month of the Lease Term: Second (2nd) and Third (3rd).


 


ARTICLE
II - PREMISES


 


2.01
Lease of Premises. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord,
upon all of the terms, covenants and conditions contained in this Lease. On the Commencement Date described herein, Landlord shall
deliver the Premises to Tenant in substantial conformance with the Work Letter Agreement attached hereto as Exhibit “B”.


 




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2.02
Acceptance of Premises. Tenant acknowledges that Landlord has not made any representation or warranty with respect
to the condition of the Premises or the Building or with respect to the suitability or fitness of either for the conduct of Tenant’s
Permitted Use or for any other purpose. Prior to Tenant’s taking possession of the Premises, Landlord or its designee and
Tenant will walk the Premises for the purpose of reviewing the condition of the Premises (and the condition of completion and
workmanship of any tenant improvements which Landlord is required to construct in the Premises pursuant to this Lease); after
such review, Tenant shall execute a Suite Acceptance Letter, in the form of Exhibit “E” attached hereto, accepting
the Premises. Except as is expressly set forth in this Section 2.02 or the Work Letter Agreement attached hereto, if any, or as
may be expressly set forth in Suite Acceptance Letter, Tenant agrees to accept the Premises in its “as is” said physical
condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations,
repairs or improvements (or to provide any allowance for same).


 


ARTICLE
III - TERM


 


3.01
Except as otherwise provided in this Lease, the Lease Term shall be for the period described in Section 1.04 of this Lease, commencing
on the Commencement Date described in Section 1.05 of this Lease and ending on the Expiration Date described in Section 1.06 of
this Lease; provided, however, that, if, for any reason, Landlord is unable to deliver possession of the Premises on the date
described in Section 1.05 of this Lease, Landlord shall not be liable for any damage caused thereby, nor shall the Lease be void
or voidable, but, rather, the Lease Term shall commence upon, and the Commencement Date shall be the date that possession of the
Premises is so tendered to Tenant (except for Tenant-caused delays which shall not be deemed to delay commencement of the Lease
Term), and, unless Landlord elects otherwise, the Expiration Date described in Section 1.06 of this Lease shall be extended by
an equal number of days.


 


ARTICLE
IV - RENTAL


 


4.01
Definitions. As used herein,


 


	(A)	“Base
    Year” shall mean calendar year 2019.
	 	 
	(B)	“Property
    Taxes” shall mean the aggregate amount of all real estate taxes, assessments (whether they be general or special),
    sewer rents and charges, transit taxes, taxes based upon the receipt of rent and any other federal, state or local governmental
    charge, general, special, ordinary or extraordinary (but not including income or franchise taxes, capital stock, inheritance,
    estate, gift, or any other taxes imposed upon or measured by Landlord’s gross income or profits, unless the same shall
    be imposed in lieu of real estate taxes or other ad valorem taxes), which Landlord shall pay or become obligated to pay in
    connection with the Building, or any part thereof. Property Taxes shall also include all fees and costs, including attorneys’
    fees, appraisals and consultants’ fees, incurred by Landlord in seeking to obtain a reassessment, reduction of, or a
    limit on the increase in, any Property Taxes, regardless of whether any reduction or limitation is obtained. Property Taxes
    for any calendar year shall be Property Taxes which are due for payment or paid in such year, rather than Property Taxes which
    are assessed or become a lien during such year. Property Taxes shall include any tax, assessment, levy, imposition or charge
    imposed upon Landlord and measured by or based in whole or in part upon the Building or the rents or other income from the
    Building, to the extent that such items would be payable if the Building was the only property of Landlord subject to same
    and the income received by Landlord from the Building was the only income of Landlord. Property Taxes shall also include any
    personal property taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances of
    Landlord used in connection with the Building.
	 	 
	(C)	“Operating
    Expenses” shall mean all costs, fees, disbursements and expenses paid or incurred by or on behalf of Landlord in
    the operation, ownership, maintenance, insurance, management, replacement and repair of the Building (excluding Property Taxes)
    including without limitation:


 


	 	(i)	Premiums
    for property, earthquake, casualty, liability, rent interruption or other types of insurance carried by Landlord.



 



    	 	4	



    	 



    

 


	 	(ii)	Salaries,
    wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance
    staff, and other employees of Landlord involved in the maintenance and operation of the Building, including contributions
    and premiums towards fringe benefits, unemployment, disability and worker’s compensation insurance, pension plan contributions
    and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in
    the operation, repair, care, maintenance and cleaning of any portion of the Building.
	 	 	 
	 	(iii)	Cleaning
    expenses, including without limitation janitorial services, window cleaning, and garbage and refuse removal.
	 	 	 
	 	(iv)	Landscaping
    expenses, including without limitation irrigating, trimming, mowing, fertilizing, seeding, and replacing plants.
	 	 	 
	 	(v)	Heating,
    ventilating, air conditioning and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, and
    other services.
	 	 	 
	 	(vi)	Subject
    to the provisions of Section 4.01(C)(xii) below, the cost of maintaining, operating, repairing and replacing components of
    equipment or machinery, including without limitation heating, refrigeration, ventilation, electrical, plumbing, mechanical,
    elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including service contracts, maintenance
    contracts, supplies and parts.
	 	 	 
	 	(vii)	Other
    items of repair or maintenance of elements of the Building.
	 	 	 
	 	(viii)	The
    costs of policing, security and supervision of the Building.
	 	 	 
	 	(ix)	Fair
    market rental and other costs with respect to the management office for the Building.
	 	 	 
	 	(x)	The
    cost of the rental of any machinery or equipment and the cost of supplies used in the maintenance and operation of the Building.
	 	 	 
	 	(xi)	Audit
    fees and the cost of accounting services incurred in the preparation of statements referred to in this Lease and financial
    statements, and in the computation of the rents and charges payable by tenants of the Building.
	 	 	 
	 	(xii)	Capital
    expenditures (a) made primarily to reduce Operating Expenses, or to comply with any laws or other governmental requirements,
    or (b) for replacements (as opposed to additions or new improvements) of non-structural items located in the common areas
    of the property required to keep such areas in good condition; provided, all such permitted capital expenditures (together
    with reasonable financing charges) shall be amortized for purposes of this Lease over the shorter of (i) their useful lives,
    (ii) the period during which the reasonably estimated savings in Operating Expenses equals the expenditures, or (iii) three
    (3) years.
	 	 	 
	 	(xiii)	Legal
    fees and expenses incurred in connection with the management and operation of the Building (but expressly excluding legal
    fees and expenses incurred for disputes or negotiations with present or prospective tenants or occupants of the Building).
	 	 	 
	 	(xiv)	Payments
    under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs
    in any planned development.
	 	 	 
	 	(xv)	A
    fee for the administration and management of the Building as reasonably determined by Landlord from time to time.


 



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Operating
Expenses shall not include costs of alteration of the premises of tenants of the Building, depreciation charges, interest and
principal payments on mortgages, ground rental payments, real estate brokerage and leasing commissions, expenses incurred in enforcing
obligations of tenants of the Building, salaries and other compensation of executive officers of the managing agent of the Building
senior to the Building manager, costs of any special service provided to any one tenant of the Building but not to tenants of
the Building generally, and costs of marketing or advertising the Building.


 


	(D)	If
    the Building does not have at least ninety-five percent (950%) occupancy during an entire calendar year, including the Base
    Year, then the variable cost component of “Property Taxes” and “Operating Expenses”
    shall be equitably adjusted so that the total amount of Property Taxes and Operating Expenses equals the total amount which
    would have been paid or incurred by Landlord had the Building been ninety-five percent (95%) occupied for the entire calendar
    year. In no event shall Landlord be entitled to receive from Tenant and any other tenants in the Building an aggregate amount
    in excess of actual Property Taxes and Operating Expenses as a result of the foregoing provision.


 


4.02
Base Rent.


 


	(A)	During
    the Lease Term, Tenant shall pay to Landlord as rental for the Premises the Base Rent described in Section 1.07 above, subject
    to the following annual adjustments (herein called the “Rent Adjustments”):
	 	 
	(B)	Annual
    Adjustments of Base Rent. (see Section 1.07)


 


(a)
Tax and Operating Expense Adjustment. During each calendar year, the Base Rent payable by Tenant to Landlord shall be increased
by (collectively, the “Tax and Operating Expense Adjustment”): (i) Tenant’s Percentage Share of the dollar
increase, if any, in Property Taxes for such year over Property Taxes for the Base Year; and (ii) Tenant’s Percentage Share
of the dollar increase, if any, in any category of Operating Expenses paid or incurred by Landlord during such year over the respective
category of Operating Expenses paid or incurred by Landlord during the Base Year. A decrease in Property Taxes or any category
of Operating Expenses below the Base Year amounts shall not decrease the amount of the Base Rent due hereunder or give rise to
a credit in favor of Tenant.


 


(b)
CPI Adjustment. During each calendar year, the Base Rent payable by Tenant to Landlord, shall be adjusted to reflect
increases in the Consumer Price Index as follows:


 


(i)
Definitions. The following terms shall have the following meanings:


 


(A)
“Index” means the “Consumer Price Index – All Urban Consumers – Los Angeles/Long Beach/Anaheim
Metropolitan Area” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84=100). If a substantial
change is made in the Index, the revised Index shall be used, subject to such adjustments as landlord may reasonably deem appropriate
in order to make the revised Index comparable to the Prior Index If the Bureau of Labor Statistics ceases to publish the Index,
then the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments
as landlord may reasonably deem appropriate in order to make the new index comparable to the Index.


 


(B)
“CPI Adjustment Date” means the date of the Commencement Date of the year in which the first anniversary of
the Commencement Date falls and that same month of commencement date of every year thereafter.


 


(C)
“CPI Base” means the initial Base Rent amount set forth in Section 4.02(A).


 




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(ii)
Computation of Adjustment. Effective as of each CPI Adjustment Date, the Base Rent shall be adjusted to an amount to be determined
by Multiplying the CPI Base by a fraction, the numerator of which shall be the Index for the calendar month in which the Commencement
Date occurs and the denominator being the Index from the calendar month most recently published as of the CPI Adjustment Date.
Such fraction shall not exceed, for any CPI Adjustment Date, an amount in excess of one hundred percent, multiplied by the number
of CPI Adjustment Dates that have then occurred (including the present one). The Base Rent shall never be reduced as result of
an adjustment pursuant to this paragraph. Landlord shall give Tenant written notice indicating the adjusted Base Rent and the
method of computation, and, on or before the first day of the first calendar month following Tenant’s receipt of such written
notice, and Tenant shall within thirty (30) days after notice pay to Landlord an amount equal to the underpayment of Base Rent
by Tenant for the period from the CPI Adjustment Date until such date.


 


4.03
Tax and Operating Expense Adjustment Procedure; Estimates. The Tax and Operating Expense Adjustment specified in
Section 4.02(B)(a) shall be determined and paid as follows:


 


(A)
During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased
amounts payable under Section 4.02(B)(a) for that calendar year. On or before the first day of each calendar month during the
calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more
often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by
Tenant for such year shall be based upon such revised estimate.


 


(B)
Within one hundred twenty (120) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall
deliver to Tenant a statement of that year’s Property Taxes and Operating Expenses, and the actual Tax and Operating Expense
Adjustment to be made pursuant to Section 4.02(B)(a) for such calendar year, as determined by Landlord (the “Landlord’s
Statement”) and such Landlord’s Statement shall be binding upon Tenant, except as provided in Section 4.04 below.
If the amount of the actual Tax and Operating Expense Adjustment is more than the estimated payments for such calendar year made
by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord’s Statement. If the amount of the actual
Tax and Operating Expense Adjustment is less than the estimated payments for such calendar year made by Tenant, any excess shall
be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any
excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of
Landlord’s right to payment under Section 4.02(B)(a) above.


 


(C)
If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment
to be paid pursuant to Section 4.02(B)(a) that is applicable to the calendar year in which such termination occurs shall be prorated
on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of
this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 4.03(B) to be performed after such termination.


 


4.04
Review of Landlord’s Statement. Provided that Tenant is not then in default beyond any applicable cure period
of its obligations to pay Base Rent, additional rent described in Section 4.02(B), or any other payments required to be made by
it under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.04, Tenant shall
have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord’s Statement
(provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far
exceed the relevant information necessary to properly document a pass-through billing statement, but real estate tax statements,
and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following procedure:


 


(A)
Tenant shall, within ten (10) business days after any such Landlord’s Statement is delivered, deliver a written notice to
Landlord specifying the portions of the Landlord’s Statement that are claimed to be incorrect, and Tenant shall simultaneously
pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord’s Statement. Except as expressly set
forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of
Tenant to Landlord under the Lease (including, without limitation, Tenant’s obligation to make all payments of Base Rent
and all payments of Tenant’s Tax and Operating Expense Adjustment) pending the completion of and regardless of the results
of any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any
Landlord’s Statement, and if Tenant fails to meet any of the above conditions as a prerequisite to the exercise of such
right, the right of Tenant under this Section 4.04 for a particular Landlord’s Statement shall be deemed waived.


 




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(B)
Tenant acknowledges that Landlord maintains its records for the Building at Landlord’s manager’s corporate offices
presently located at the address set forth in Section 1.12 and Tenant agrees that any review of records under this Section 4.04
shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public accountants of national
standing that is not being compensated on a contingency fee basis. Tenant acknowledges and agrees that any records reviewed under
this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants
performing the review and the principals of Tenant who receive the results of the review. If requested by Landlord, Tenant shall
require its employees or agents inspecting Landlord’s books and records to sign Landlord’s confidentiality agreement
as a condition of Landlord making Landlord’s relevant accounting records available to them. The disclosure of such information
to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease.


 


(C)
Any errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with
any such claimed errors, Landlord shall have the right to cause another review to be made by an independent firm of certified
public accountants of national standing. In the event of a disagreement between the two accounting firms, the review that discloses
the least amount of deviation from the Landlord’s Statement shall be deemed to be correct. In the event that the results
of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal
that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant’s
subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show
that Tenant has underpaid its obligations for a preceding period, Tenant shall be liable for Landlord’s actual accounting
fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation
of estimated Tax and Operating Expense Adjustment.


 


4.05
Payment. Concurrently with the execution hereof, Tenant shall pay Landlord Base Rent for the first calendar month
of the Lease Term. Thereafter the Base Rent described in Section 1.07, as adjusted in accordance with Section 4.02, shall be payable
in advance on the First (1st) Day of each calendar month. If the Commencement Date is other than the first day
of a calendar month, the prepaid Base Rent for such partial month shall be prorated in the proportion that the number of days
this Lease is in effect during such partial month bears to the total number of days in the calendar month. All Rent, and all other
amounts payable to Landlord by Tenant pursuant to the provisions of this Lease, shall be paid to Landlord, without notice, demand,
abatement, deduction or offset, in lawful money of the United States at Landlord’s office in the Building or to such other
person or at such other place as Landlord may designate from time to time by written notice given to Tenant. No payment by Tenant
or receipt by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account;
nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence
an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord’s right to recover
the balance or pursue any other remedy in this Lease or at law or in equity provided.


 


4.06
Late Charge; Interest. Tenant acknowledges that the late payment of Base Rent or any other amounts payable by Tenant
to Landlord hereunder (all of which shall constitute additional rental to the same extent as Base Rent) will cause Landlord to
incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain.
Landlord and Tenant agree that if Landlord does not receive any such payment on or before five (5) days after the date the payment
is due, Tenant shall pay to Landlord, as additional rent, (a) a late charge equal to five percent (5%) of the overdue amount
to cover such additional administrative costs; and (b) interest on the delinquent amounts at the lesser of the maximum rate permitted
by law if any or twelve percent (12%) per annum from the date due to the date paid.


 




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4.07
Additional Rent. For purposes of this Lease, all amounts payable by Tenant to Landlord pursuant to this Lease, whether
or not denominated as such, shall constitute Base Rent. Any amounts due Landlord shall sometimes be referred to in this Lease
as “Rent” or “Additional Rent”.


 


4.08
Additional Taxes. Notwithstanding anything in Section 4.01(B) to the contrary, Tenant shall reimburse Landlord upon
demand for any and all taxes payable by or imposed upon Landlord upon or with respect to: any fixtures or personal property located
in the Premises; any leasehold improvements made in or to the Premises by or for Tenant; the Rent payable hereunder, including,
without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority (but not including
income or franchise taxes, capital stock inheritance, succession, estate, gift or any other taxes imposed upon or measured by
Landlord’s gross income, net income, profits, or excess profits, unless the same shall be imposed in lieu of real estate
taxes or other ad valorem taxes); the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy
of any portion of the Premises (including without limitation any applicable possessory interest taxes); or this transaction or
any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.


 


ARTICLE
V - SECURITY DEPOSIT


 


5.01
Upon the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit described in Section 1.09 above. The
Security Deposit is made by Tenant to secure the faithful performance of all the terms, covenants and conditions of this Lease
to be performed by Tenant. If Tenant shall default with respect to any covenant or provision hereof, Landlord may use, apply or
retain all or any portion of the Security Deposit to cure such default or to compensate Landlord for any loss or damage which
Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Security Deposit, Tenant shall immediately
upon written demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full amount hereinabove
stated. Landlord shall not be required to keep the Security Deposit separate from its general accounts and Tenant shall not be
entitled to interest on the Security Deposit. Tenant expressly agrees to waive the protections afforded under California Civil
Code Section 1950.7, thus allowing Landlord to apply the Security Deposit towards future rents owing in the case of Tenant’s
default. Upon termination of this Lease or vacancy of the Premises, Landlord reserves the right to utilize a reasonable portion
of the Security Deposit to cover cleaning expenses and changing of the locks. Within sixty (60) days after the expiration of the
Lease Term and the vacation of the Premises by Tenant, the Security Deposit, or such part as has not been applied to cure the
default, shall be returned to Tenant.


 


ARTICLE
VI - USE OF PREMISES


 


6.01
Tenants Permitted Use. Tenant shall use the Premises only for Tenant’s Permitted Use as set forth in Section
1.10 above and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense,
obtain all governmental licenses and permits required to allow Tenant to conduct Tenant’s Permitted Use. Landlord disclaims
any warranty that the Premises are suitable for Tenant’s use and Tenant acknowledges that it has had a full opportunity
to make its own determination in this regard.


 


6.02
Compliance With Laws and Other Requirements.


 


(A)
Tenant shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and directives of any
governmental authority having jurisdiction including, without limitation, any certificate of occupancy and any law, ordinance,
regulation, covenant, condition or restriction affecting the Building or the Premises which in the future may become applicable
to the Premises (collectively “Applicable Laws”).


 


(B)
Tenant shall not use the Premises, or permit the Premises to be used, in any manner which:


 


(a)
violates any Applicable Law; (b) causes or is reasonably likely to cause damage to the Building or the Premises; (c) violates
a requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or increases the
cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants
or occupants of the Building or its equipment, facilities or systems; (e) interferes with, or is reasonably likely to interfere
with, the transmission or reception of microwave, television, radio, telephone or other communication signals by antennae or other
facilities located in the Building; or (f) violates the Rules and Regulations described in Article XIX.


 




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6.03
Hazardous Materials.


 


	 	(A)	No
    Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises
    or any portion of the Building by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors,
    clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known as Tenant’s
    Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant’s Hazardous Materials customarily used
    in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be
    Handled at the Premises without Landlord’s prior written consent. Tenant’s Hazardous Materials shall be Handled
    at all times in compliance with the manufacturer’s instructions therefor and all applicable Environmental Laws, as defined
    herein.
	 	 	 
	 	(B)	Notwithstanding
    the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly
    take all actions required by any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic
    use of the Premises or any portion of the Building, which requirements or necessity arises from the Handling of Tenant’s
    Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include,
    but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Building, the
    preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work.
    Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior
    to the introduction of Tenant’s Hazardous Materials, notwithstanding any less stringent standards or remediation allowable
    under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord’s written approval prior to undertaking
    any actions required by this Section, which approval shall not be unreasonably withheld so long as such actions would not
    potentially have a material adverse long-term or short-term effect on the Premises or any portion of the Building.
	 	 	 
	 	(C)	Tenant
    agrees to execute affidavits, representations, and the like from time to time at Landlord’s request stating Tenant’s
    best knowledge and belief regarding the presence of Hazardous Materials on the Premises.
	 	 	 
	 	(D)	“Environmental
    Laws” means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings,
    orders, decrees, directives, policies and requirements by any Regulatory Authority regulating, relating to, or imposing liability
    or standards of conduct concerning public health and safety or the environment.
	 	 	 
	 	(E)	“Hazardous
    Materials” means: (a) any material or substance: (i) which is defined or becomes defined as a “hazardous
    substance,” “hazardous waste,” “infectious waste,” “chemical mixture
    or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude
    oil or any fraction thereof; (iii) containing polychlorinated biphenyls (PCB’s); (iv) containing asbestos; (v) which
    is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or
    corrosive characteristics, as all such terms are used in their broadest sense, and are defined, or become defined by Environmental
    Laws; or (c) materials which cause a nuisance upon or waste to the Premises or any portion of the Building.
	 	 	 
	 	(F)	“Handle,”
    “handle,” “Handled,” “handled,” “Handling,” or
    “handling” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge,
    release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity
    of any type in connection with or involving Hazardous Materials.



 



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	 	(G)	“Regulatory
    Authority” shall mean any federal, state or local governmental agency, commission, board or political subdivision.
	 	 	 
	 	(H)	Tenant
    acknowledges that the Landlord has advised Tenant that the Building contains, or is likely to contain, materials which contain
    asbestos. Asbestos may be found in all building materials excluding those materials made from wood, glass, metal, rubber,
    and plastic. If Tenant undertakes any alterations, additions, or improvements to the Premises, Tenant shall undertake the
    alterations, additions, or improvements in a manner that avoids disturbing any materials which may contain asbestos. If materials
    which may contain asbestos are likely to be disturbed in the course of such work Tenant shall remove or encapsulate the materials
    in accordance with an asbestos abatement plan approved by Landlord and otherwise in accordance with all applicable laws and
    regulations. Tenant also acknowledges that materials which contain asbestos do not pose a significant risk of creating exposures
    which exceed the Permissible Exposure Limits unless they are improperly disturbed, damaged, or deteriorated. Tenant shall
    promptly report to Landlord damage or deterioration of materials which may contain asbestos.


 


ARTICLE
VII - UTILITIES AND SERVICES


 


7.01
Building Services. As long as Tenant is not in monetary default under this Lease, Landlord agrees to furnish or
cause to be furnished to the Premises the following utilities and services, subject to the conditions and standards set forth
herein:


 


	(A)	Non-attended
    automatic elevator service (if the Building has such equipment serving the Premises), in common with Landlord and other tenants
    and occupants and their agents and invitees.
	 	 
	(B)	During
    Business Hours, as defined in Section 1.11 of this Lease, such air conditioning, heating and ventilation as, in Landlord’s
    reasonable judgment, are required for the comfortable use and occupancy of the Premises. Landlord may make available to Tenant
    heating, ventilation or air conditioning in excess of that which Landlord shall be required to provide hereunder. If Tenant
    needs HVAC during non-Business Hours, Tenant shall provide no less than forty-eight (48) hours’ prior notice to Landlord
    and pay as additional rent the cost of afterhour HVAC at the Building’s prevailing rates, subject to change. Said Landlord’s
    fee for any such additional HVAC provided to Tenant, will be separate from and in addition to the Tax and Operating Expenses
    Adjustment provided in Article IV.
	 	 
	(C)	Water
    for rest room purposes.
	 	 
	(D)	Reasonable
    janitorial and cleaning services, provided that the Premises are used exclusively for office purposes and are kept reasonably
    in order by Tenant. If the Premises are not used exclusively as offices, Landlord, at Landlord’s sole discretion, may
    require that the Premises be kept clean and in order by Tenant, at Tenant’s expense, to the satisfaction of Landlord
    and by persons approved by Landlord; and, in all events, Tenant shall pay to Landlord the cost of removal of Tenant’s
    refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to normal office usage.
	 	 
	(E)	At
    all reasonable times, electric current of not less than 3.5 watts per square foot for building standard lighting and fractional
    horsepower office machines; provided, however, that (i) without Landlord’s consent, Tenant shall not install, or permit
    the installation, in the Premises of any computers, word processors, electronic data processing equipment or other type of
    equipment or machines which will increase Tenant’s use of electric current in excess of that which Landlord is obligated
    to provide hereunder (provided, however, that the foregoing shall not preclude the use of personal computers or similar office
    equipment); (ii) if Tenant shall require electric current which may disrupt the provision of electrical service to other tenants,
    Landlord may refuse to grant its consent or may condition its consent upon Tenant’s payment of the cost of installing
    and providing any additional facilities required to furnish such excess power to the Premises and upon the installation in
    the Premises of electric current meters to measure the amount of electric current consumed, in which latter event Tenant shall
    pay for the cost of such meter(s) and the cost of installation, maintenance and repair thereof, as well as for all excess
    electric current consumed at the rates charged by the applicable local public utility, plus a reasonable amount to cover the
    additional expenses incurred by Landlord in keeping account of the electric current so consumed; and (iii) if Tenant’s
    increased electrical requirements will materially affect the temperature level in the Premises or the Building, Landlord’s
    consent may be conditioned upon Tenant’s requirement to pay such amounts as will be incurred by Landlord to install
    and operate any machinery or equipment necessary to restore the temperature level to that otherwise required to be provided
    by Landlord, including but not limited to the cost of modifications to the air conditioning system. Landlord shall not, in
    any way, be liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any
    reasons beyond Landlord’s reasonable control, either the quantity or character of electric service is changed or is
    no longer available or suitable for Tenant’s requirements. Tenant covenants that at all times its use of electric current
    shall never exceed the capacity of the feeders, risers or electrical installations of the Building. If submetering of electricity
    in the Building will not be permitted under future laws or regulations, the Rent will then be equitably and periodically adjusted
    to include an additional payment to Landlord reflecting the cost to Landlord for furnishing electricity to Tenant in the Premises.


 






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Any
amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall be payable upon demand by Landlord and
shall constitute additional rent.


 


7.02
Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption
in furnishing any of the services or utilities described in Section 7.01, when such failure is caused by accident, breakage, repairs,
strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or
other governmental action, or any other cause beyond Landlord’s reasonable control, and, in such event, Tenant shall not
be entitled to any damages nor shall any failure or interruption abate or suspend Tenant’s obligation to pay Base Rent and
additional rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. Further,
in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues
mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the
reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably
appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and Tenant’s
obligations hereunder shall not be affected by any such action of Landlord.


 


7.03
Security. The parties acknowledge that safety and security devices, services and programs provided by Landlord,
if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure
safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction,
or be circumvented by a criminal, is assumed by Tenant with respect to Tenant’s property and interests, and Tenant shall
obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses, as further described
in this Lease. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by Law.


 


ARTICLE
VIII - MAINTENANCE AND REPAIRS


 


8.01
Landlord’s Obligations. Except as provided in Sections 8.02 and 8.03 below, Landlord shall maintain the Building
in reasonable order and repair throughout the Lease Term; provided, however, that Landlord shall not be liable for any failure
to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice
of the need for such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article XI, there shall be no
abatement of Rent, nor shall there be any liability of Landlord, by reason of any injury or inconvenience to, or interference
with, Tenant’s business or operations arising from the making of, or failure to make, any maintenance or repairs in or to
any portion of the Building. As of the date of this Lease, the Building has not been inspected by a Certified Access Specialist
pursuant to California Civil Code Section 55.53. A Certified Access Specialist (CASp) can inspect the subject premises and determine
whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although
state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit
the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the
lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and
manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to
correct violations of construction-related accessibility standards within the premises. This Section 8.01 does not modify Section
6.02 of the Lease.


 




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8.02
Tenant’s Obligations. During the Lease Term, Tenant shall, at its sole cost and expense, maintain the Premises
in good order and repair (including, without limitation, the carpet, wall-covering, doors, plumbing and other fixtures, equipment,
alterations and improvements, whether installed by Landlord or Tenant). Further, Tenant shall be responsible for, and upon demand
by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Building or the Premises caused by (a) Tenant’s
activities in the Building or the Premises; (b) the performance or existence of any alterations, additions or improvements made
by Tenant in or to the Premises; (c) the installation, use, operation or movement of Tenant’s property in or about the Building
or the Premises; or (d) any act or omission by Tenant or its officers, partners, employees, agents, contractors or invitees.


 


8.03
Landlord’s Rights. Landlord and its contractors shall have the right, at all reasonable times and upon prior
oral or telephonic notice to Tenant at the Premises, other than in the case of any emergency in which case no notice shall be
required, to enter upon the Premises to make any repairs to the Premises or the Building reasonably required or deemed reasonably
necessary by Landlord and to erect such equipment, including scaffolding, as is reasonably necessary to effect such repairs.


 


ARTICLE
IX - ALTERATIONS, ADDITIONS AND IMPROVEMENTS


 


9.01
Landlord’s Consent; Conditions. Tenant shall not make or permit to be made any alterations, additions, or
improvements in or to the Premises (“Alterations”) without the prior written consent of Landlord, which consent,
with respect to non-structural alterations, shall not be unreasonably withheld. Landlord may impose as a condition to making any
Alterations such requirements as Landlord in its sole discretion deems necessary or desirable including without limitation: Tenant’s
submission to Landlord, for Landlord’s prior written approval, of all plans and specifications relating to the Alterations;
Landlord’s prior written approval of the time or times when the Alterations are to be performed; Landlord’s prior
written approval of the contractors and subcontractors performing work in connection with the Alterations; Tenant’s receipt
of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction
of the Alterations; Tenant’s delivery to Landlord of such bonds and insurance as Landlord shall reasonably require; and
Tenant’s payment to Landlord of all costs and expenses incurred by Landlord because of Tenant’s Alterations, including
but not limited to costs incurred in reviewing the plans and specifications for, and the progress of, the Alterations. Tenant
is required to provide Landlord written notice of whether the Alterations include the Handling of any Hazardous Materials and
whether these materials are of a customary and typical nature for industry practices. Upon completion of the Alterations, Tenant
shall provide Landlord with copies of as-built plans. Neither the approval by Landlord of plans and specifications relating to
any Alterations nor Landlord’s supervision or monitoring of any Alterations shall constitute any warranty by Landlord to
Tenant of the adequacy of the design for Tenant’s intended use or the proper performance of the Alterations.


 


9.02
Performance of Alterations Work. All work relating to the Alterations shall be performed in compliance with the
plans and specifications approved by Landlord, all applicable laws, ordinances, rules, regulations and directives of all governmental
authorities having jurisdiction (including without limitation Title 24 of the California Administrative Code) and the requirements
of all carriers of insurance on the Premises and the Building, the Board of Underwriters, Fire Rating Bureau, or similar organization.
All work shall be performed in a diligent, first class manner and so as not to unreasonably interfere with any other tenants or
occupants of the Building. All costs incurred by Landlord relating to the Alterations shall be payable to Landlord by Tenant as
additional rent upon demand. No asbestos-containing materials shall be used or incorporated in the Alterations. No lead-containing
surfacing material, solder, or other construction materials or fixtures where the presence of lead might create a condition of
exposure not in compliance with Environmental Laws shall be incorporated in the Alterations.


 




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9.03
Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall
keep Landlord, the Premises and the Building free from all liens, stop notices and violation notices relating to the Alterations
or any other work performed for, materials furnished to or obligations incurred by or for Tenant and Tenant shall protect, indemnify,
hold harmless and defend Landlord, the Premises and the Building of and from any and all loss, cost, damage, liability and expense,
including attorneys’ fees, arising out of or related to any such liens or notices. Further, Tenant shall give Landlord not
less than seven (7) business days prior written notice before commencing any Alterations in or about the Premises to permit Landlord
to post appropriate notices of non-responsibility. Tenant shall also secure, prior to commencing any Alterations, at Tenant’s
sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work. During the progress of such work, Tenant
shall, upon Landlord’s request, furnish Landlord with sworn contractor’s statements and lien waivers covering all
work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop notices or other claims or encumbrances
within ten (10) days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been
filed. If Tenant fails to pay and remove such lien, claim or encumbrance within such ten (10) days, Landlord, at its election,
may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of payment at the rate
set forth in Section 4.06 hereof for amounts owed Landlord by Tenant shall be deemed to be additional rent due and payable by
Tenant at once without notice or demand.


 


9.04
Lease Termination. Except as provided in this Section 9.04, upon expiration or earlier termination of this Lease
Tenant shall surrender the Premises to Landlord in the same condition as existed on the date Tenant first occupied the Premises,
(whether pursuant to this Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a part
of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord
shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant’s Alterations, in which event Tenant
shall promptly remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant’s sole expense.
All business and trade fixtures, machinery and equipment, furniture, movable partitions and items of personal property owned by
Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration or
earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises
or the Building caused by such removal. If Tenant fails to remove any such items (“Abandoned Items”) or repair
such damage promptly after the expiration or earlier termination of the Lease, Landlord may, but need not, do so with no liability
to Tenant, and Tenant shall pay Landlord the cost thereof upon demand. Tenant agrees to indemnify Landlord for any and all loss,
cost, damage, liability or expense as incurred (including but not limited to reasonable attorneys’ fees and legal costs)
arising out of or related to any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense
which arises out of, is occasioned by or is in any way attributable to the Abandoned Items. Notwithstanding the foregoing to the
contrary, in the event that Landlord gives its consent, pursuant to the provisions of Section 9.01 of this Lease, to allow Tenant
to make an Alteration in the Premises, Landlord agrees, upon Tenant’s written request, to notify Tenant in writing at the
time of the giving of such consent whether Landlord will require Tenant, at Tenant’s cost, to remove such Alteration at
the end of the Lease Term.


 




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ARTICLE
X - INDEMNIFICATION AND INSURANCE


 


10.01
Indemnification.


 


(A)
Tenant agrees to protect, indemnify, hold harmless and defend Landlord and any Mortgagee, as defined herein, and each of their
respective partners, directors, officers, agents and employees, successors and assigns, (except to the extent of the losses described
below are caused by the gross negligence of Landlord, its agents and employees), from and against:


 


(i)
any and all loss, cost, damage, liability or expense as incurred (including but not limited to reasonable attorneys’ fees
and legal costs) arising out of or related to any claim, suit or judgment brought by or in favor of any person or persons for
damage, loss or expense due to, but not limited to, bodily injury, including death, or property damage sustained by such person
or persons which arises out of, is occasioned by or is in any way attributable to the use or occupancy of the Premises or any
portion of the Building by Tenant or the acts or omission of Tenant or its agents, employees, contractors, clients, invitees or
subtenants except that caused by the sole active negligence or willful misconduct of Landlord or its agents or employees. Such
loss or damage shall include, but not be limited to, any injury or damage to, or death of, Landlord’s employees or agents
or damage to the Premises or any portion of the Building. This indemnity provision is intended to include any such injuries or
damages which occur due to any employee or visitor of Tenant coming into the common areas, elevators, or parking garage to visit
or come to the Premises of Tenant.


 


(ii)
any and all environmental damages which arise from: (i) the Handling of any Tenant’s Hazardous Materials, as defined in
Section 6.03 or (ii) the breach of any of the provisions of this Lease. For the purpose of this Lease, “environmental
damages” shall mean (a) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including
without limitation, diminution in the value of the Premises or any portion of the Building, damages for the loss of or restriction
on use of rentable or usable space or of any amenity of the Premises or any portion of the Building, and from any adverse impact
on Landlord’s marketing of space); (b) all reasonable sums paid for settlement of claims, attorneys’ fees, consultants’
fees and experts’ fees; and (c) all costs incurred by Landlord in connection with investigation or remediation relating
to the Handling of Tenant’s Hazardous Materials, whether or not required by Environmental Laws, necessary for Landlord to
make full economic use of the Premises or any portion of the Building, or otherwise required under this Lease. To the extent that
Landlord is held strictly liable by a court or other governmental agency of competent jurisdiction under any Environmental Laws,
Tenant’s obligation to Landlord and the other indemnities under the foregoing indemnification shall likewise be without
regard to fault on Tenant’s part with respect to the violation of any Environmental Law which results in liability to the
indemnitee. Tenant’s obligations and liabilities pursuant to this Section 10.01 shall survive the expiration or earlier
termination of this Lease.


 


(B)
Landlord agrees to protect, indemnify, hold harmless and defend Tenant from and against any and all loss, cost, damage, liability
or expense, including reasonable attorneys’ fees, with respect to any claim of damage or injury to persons or property at
the Premises, caused by the gross negligence of Landlord or its authorized agents or employees.


 


(C)
Notwithstanding anything to the contrary contained herein, nothing shall be interpreted or used to in any way affect, limit, reduce
or abrogate any insurance coverage provided by any insurers to either Tenant or Landlord.


 


(D)
Notwithstanding anything to the contrary contained in this Lease, nothing herein shall be construed to infer or imply that Tenant
is a partner, joint venturer, agent, employee, or otherwise acting by or at the direction of Landlord.


 


10.02
Property Insurance.


 


(A)
At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, “all-risk” property insurance,
for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief,
theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an amount not less than one hundred
percent (100%) of the replacement cost covering (a) all Alterations made by or for Tenant in the Premises; and (b) Tenant’s
trade fixtures, equipment and other personal property from time to time situated in the Premises. The proceeds of such insurance
shall be used for the repair or replacement of the property so insured, except that if not so applied or if this Lease is terminated
following a casualty, the proceeds applicable to the leasehold improvements shall be paid to Landlord and the proceeds applicable
to Tenant’s personal property shall be paid to Tenant.


 




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(B)
At all times during the Lease Term, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse
Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 10.02(A).


 


(C)
Landlord shall, at all times during the Lease Term, procure and maintain “all-risk” property insurance in the amount
not less than ninety percent (90%) of the total insurable value covering the Building in which the Premises are located and such
other insurance as may be required by a Mortgagee or otherwise desired by Landlord.


 


10.03
Liability Insurance.


 


(A)
At all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, commercial general liability insurance
applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined
single limit of liability of at least One Million Dollars ($1,000,000) per occurrence and a general aggregate limit of at least
One Million Dollars ($1,000,000). All such policies shall be written to apply to all bodily injury, property damage, personal
injury losses and shall be endorsed to include Landlord and its agents, beneficiaries, partners, employees, and any deed of trust
holder or mortgagee of Landlord or any ground lessor as additional insureds. Such liability insurance shall be written as primary
policies, not excess or contributing with or secondary to any other insurance as may be available to the additional insureds.


 


(B)
Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant,
at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable
to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses
and costs, including actual attorneys’ fees, arising under any present or future law, statute, or ordinance of the State
of California or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving
away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single
limit of One Million ($1,000,000) per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support;
and injury to property of any person. Such policy or policies of insurance shall name Landlord and its agents, beneficiaries,
partners, employees and any mortgagee of Landlord or any ground lessor of Landlord as additional insureds.


 


(C)
Landlord shall, at all times during the Lease Term, procure and maintain commercial general liability insurance for the Building
in which the Premises are located. Such insurance shall have minimum combined single limit of liability of at least Two Million
Dollars ($2,000,000) per occurrence, and a general aggregate limit of at least Two Million Dollars ($2,000,000).


 


10.04
Workers’ Compensation Insurance. At all times during the Lease Term, Tenant shall procure and maintain Workers’
Compensation Insurance in accordance with the laws of the State of California, and Employer’s Liability insurance with a
limit not less than One Million Dollars ($1,000,000) Bodily Injury Each Accident; One Million Dollars ($1,000,000) Bodily Injury
By Disease - Each Person; and One Million Dollars ($1,000,000) Bodily Injury to Disease - Policy Limit.


 


10.05
Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized
to do insurance business in the State of California and rated not less than A-VIII in Best’s Insurance Guide. A certificate
of insurance (or, at Landlord’s option, copies of the applicable policies) evidencing the insurance required under this
Article X shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be
subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any deed of trust holder,
mortgagee or ground lessor designated by Landlord to Tenant. Tenant shall furnish Landlord with a replacement certificate with
respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right
to provide the insurance required by this Article X pursuant to blanket policies, but only if such blanket policies expressly
provide coverage to the Premises and Landlord as required by this Lease.


 




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10.06
Waiver of Subrogation. Each party hereby waives any right of recovery against the other for injury or loss due to
hazards covered by insurance or required to be covered, to the extent of the injury or loss covered thereby. Any policy of insurance
to be provided by Tenant or Landlord pursuant to this Article X shall contain a clause denying the applicable insurer any right
of subrogation against the other party.


 


10.07
Failure to Insure. If Tenant fails to maintain any insurance which Tenant is required to maintain pursuant to this
Article X, Tenant shall be liable to Landlord for any loss or cost resulting from such failure to maintain. Tenant may not self-insure
against any risks required to be covered by insurance without Landlord’s prior written consent.


 


ARTICLE
XI - DAMAGE OR DESTRUCTION


 


11.01
Total Destruction. Except as provided in Section 11.03 below, this Lease shall automatically terminate if the Building
is totally destroyed.


 


11.02
Partial Destruction of Premises. If the Premises are damaged by any casualty and, in Landlord’s opinion, the
Premises (exclusive of any Alterations made to the Premises by Tenant) can be restored to its preexisting condition within two
hundred seventy (270) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord
of such damage, except as provided in Section 11.03, promptly and with due diligence repair any damage to the Premises (exclusive
of any Alterations to the Premises made by Tenant, which shall be promptly repaired by Tenant at its sole expense) and, until
such repairs are completed, the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable
area of the portion of the Premises which is unusable by Tenant in the conduct of its business bears to the total rentable area
of the Premises. If such repairs cannot, in Landlord’s opinion, be made within said two hundred seventy (270) day period,
then Landlord may, at its option, exercisable by written notice given to Tenant within thirty (30) days after the date of the
damage or destruction, elect to make the repairs within a reasonable time after the damage or destruction, in which event this
Lease shall remain in full force and effect but the Rent shall be abated as provided in the preceding sentence; if Landlord does
not so elect to make the repairs, then either Landlord or Tenant shall have the right, by written notice given to the other within
sixty (60) days after the date of the damage or destruction, to terminate this Lease as of the date of the damage or destruction.


 


11.03
Exceptions to Landlord’s Obligations. Notwithstanding anything to the contrary contained in this Article XI,
Landlord shall have no obligation to repair the Premises if either: (a) the Building in which the Premises are located is so damaged
as to require repairs to the Building exceeding twenty percent (20%) of the full insurable value of the Building; or (b) Landlord
elects to demolish the Building in which the Premises are located; or (c) the damage or destruction occurs less than two (2) years
prior to the Termination Date, exclusive of option periods; or (d) the damage or destruction is caused by an uninsured event.
Further, Tenant’s Rent shall not be abated if either (i) the damage or destruction is repaired within five (5) business
days after Landlord receives written notice from Tenant of the casualty, or (ii) Tenant, or any officers, partners, employees,
agents or invitees of Tenant, or any assignee or subtenant of Tenant, is, in whole or in part, responsible for the damage or destruction.


 


11.04
Waiver. The provisions contained in this Lease shall supersede any contrary laws (whether statutory, common law
or otherwise) now or hereafter in effect relating to damage, destruction, self-help or termination, including California Civil
Code Sections 1932 and 1933.


 


ARTICLE
XII - CONDEMNATION


 


12.01
Taking. If the entire Premises or so much of the Premises as to render the balance unusable by Tenant shall be taken
by condemnation, sale in lieu of condemnation or in any other manner for any public or quasipublic purpose (collectively “Condemnation”),
and if Landlord, at its option, is unable or unwilling to provide substitute premises containing at least as much rentable area
as described in Section 1.02 above, then this Lease shall terminate on the date that title or possession to the Premises is taken
by the condemning authority, whichever is earlier.


 




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12.02
Award. In the event of any Condemnation, the entire award for such taking shall belong to Landlord. Tenant shall
have no claim against Landlord or the award for the value of any unexpired term of this Lease or otherwise. Tenant shall be entitled
to independently pursue a separate award in a separate proceeding for Tenant’s relocation costs directly associated with
the taking, provided such separate award does not diminish Landlord’s award.


 


12.03
Temporary Taking. No temporary taking of the Premises shall terminate this Lease or entitle Tenant to any abatement
of the Rent payable to Landlord under this Lease; provided, further, that any award for such temporary taking shall belong to
Tenant to the extent that the award applies to any time period during the Lease Term and to Landlord to the extent that the award
applies to any time period outside the Lease Term.


 


ARTICLE
XIII - RELOCATION


 


13.01
Relocation. [Intentionally omitted.]


 


ARTICLE
XIV - ASSIGNMENT AND SUBLETTING


 


14.01
Restriction. Without the prior written consent of Landlord, which shall not be unreasonably withheld, Tenant shall
not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or
sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees
(any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a “Transfer”).
For purposes of this Lease, the term “Transfer” shall also include (a) if Tenant is a partnership, the withdrawal
or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transfer of a majority of partnership
interests, within a twelve month period, or the dissolution of the partnership, (b) if Tenant is a closely held corporation (i.e.
whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution,
merger, consolidation, division, liquidation or other reorganization of Tenant, or within a twelve month period: (i) the sale
or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members
by reason of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant’s
net assets, and (c) any change by Tenant in the form of its legal organization under applicable state law (such as, for example,
a change from a general partnership to a limited partnership or from a corporation to a limited liability company). An assignment,
subletting or other action in violation of the foregoing shall be void and, at Landlord’s option, shall constitute a material
breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have the right to assign
the Lease or sublease the Premises, or any part thereof, to an “Affiliate” without the prior written consent
of Landlord, but upon at least twenty (20) days’ prior written notice to Landlord, provided that said Affiliate is not in
default under any other lease for space in a property that is managed by Landlord or its managing agent. For purposes of this
provision, the term “Affiliate” shall mean any corporation or other entity controlling, controlled by, or under
common control with (directly or indirectly) Tenant, including, without limitation, any parent corporation controlling Tenant
or any subsidiary that Tenant controls. The term “control,” as used herein, shall mean the power to direct
or cause the direction of the management and policies of the controlled entity through the ownership of more than fifty percent
(50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the contrary,
Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy
or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole
or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than
an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license,
concession or other agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession,
use, occupancy or utilization of any part of the Premises.


 




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14.02
Notice to Landlord. If Tenant desires to assign this Lease or any interest herein, or to sublet all or any part
of the Premises, then at least thirty (30) days but not more than one hundred eighty (180) days prior to the effective date of
the proposed assignment or subletting, Tenant shall submit to Landlord in connection with Tenant’s request for Landlord’s
consent:


 


(A)
A statement containing (i) the name and address of the proposed assignee or subtenant; (ii) such financial information with respect
to the proposed assignee or subtenant as Landlord shall reasonably require; (iii) the type of use proposed for the Premises; and
(iv) all of the principal terms of the proposed assignment or subletting; and


 


(B)
Four (4) originals of the assignment or sublease on a form approved by Landlord and four (4) originals of the Landlord’s
Consent to Sublease or Assignment and Assumption of Lease and Consent.


 


14.03
Landlord’s Recapture Rights. At any time within twenty (20) business days after Landlord’s receipt of
all (but not less than all) of the information and documents described in Section 14.02 above, Landlord may, at its option by
written notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the
same terms as those offered to the proposed subtenant; (b) take an assignment of the Lease upon the same terms as those offered
to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned
or sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the
Premises. If Landlord does not exercise any of the options described in the preceding sentence, then, during the above-described
twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting.


 


14.04
Landlord’s Consent; Standards. Landlord’s consent to a proposed assignment or subletting shall not be
unreasonably withheld; but, in addition to any other grounds for denial, Landlord’s consent shall be deemed reasonably withheld
if, in Landlord’s good faith judgment: (i) the proposed assignee or subtenant does not have the financial strength to perform
its obligations under this Lease or any proposed sublease; (ii) the business and operations of the proposed assignee or subtenant
are not of comparable quality to the business and operations being conducted by other tenants in the Building; (iii) the proposed
assignee or subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed
assignee or subtenant, or any person which directly or indirectly controls, is controlled by, or is under common control with
the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building;
(v) the proposed assignee or subtenant is disreputable; or (vi) the use of the Premises or the Building by the proposed assignee
or subtenant would, in Landlord’s reasonable judgment, impact the Building in a negative manner including but not limited
to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to
comply with applicable laws; (vii) the subject space is not regular in shape with appropriate means of ingress and egress suitable
for normal renting purposes; (viii) the transferee is a government (or agency or instrumentality thereof) or (ix) Tenant has failed
to cure a default at the time Tenant requests consent to the proposed Transfer.


 


14.05
Additional Rent. If Landlord consents to any such assignment or subletting, one half (1/2) of the amount by which
all sums or other economic consideration received by Tenant in connection with such assignment or subletting, whether denominated
as rental or otherwise, exceeds, in the aggregate, the total sum which Tenant is obligated to pay Landlord under this Lease (prorated
to reflect obligations allocable to less than all of the Premises under a sublease) shall be paid to Landlord promptly after receipt
as additional Rent under the Lease without affecting or reducing any other obligation of Tenant hereunder.


 


14.06
Landlord’s Costs. If Tenant shall Transfer this Lease or all or any part of the Premises or shall request
the consent of Landlord to any Transfer, Tenant shall pay to Landlord as additional rent Landlord’s costs related thereto,
including Landlord’s reasonable attorneys’ fees and a minimum fee to Landlord of Five Hundred Dollars ($500.00).


 




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14.07
Continuing Liability of Tenant. Notwithstanding any Transfer, including an assignment or sublease to an Affiliate,
Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of
Tenant contained in this Lease to the same extent as if the Transfer had not occurred; provided, however, that any act or omission
of any transferee, other than Landlord, that violates the terms of this Lease shall be deemed a violation of this Lease by Tenant.


 


14.08
Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any person claiming through or
by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article XIV, to any further Transfer. In the
event of an assignment or subletting, Landlord may collect rent from the assignee or the subtenant without waiving any rights
hereunder and collection of the rent from a person other than Tenant shall not be deemed a waiver of any of Landlord’s rights
under this Article XIV, an acceptance of assignee or subtenant as Tenant, or a release of Tenant from the performance of Tenant’s
obligations under this Lease. If Tenant shall default under this Lease and fail to cure within the time permitted, Landlord is
irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any transferee to make all payments under or in
connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease)
until such default is cured.


 


ARTICLE
XV - DEFAULT AND REMEDIES


 


15.01
Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and breach
of this Lease by Tenant:


 


(A)
The failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due.


 


(B)
The abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (with or
without the payment of Rent).


 


(C)
The making by Tenant of any assignment of this Lease or any sublease of all or part of the Premises, except as expressly permitted
under Article XIV of this Lease.


 


(D)
The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than
those described in Sections 15.01(A), 15.01(B) or 15.01 (C) above, if such failure continues for fifteen (15) days after written
notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within
the fifteen (15) day period, no default shall exist if Tenant commences the curing of the default within the fifteen (15) day
period and thereafter diligently prosecutes the same to completion.


 


(E)
The making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant
or its Guarantor of a petition under any federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed
against Tenant or its Guarantor the same is dismissed within thirty (30) days after filing); the appointment of a trustee or receiver
to take possession of substantially all of Tenant’s assets at the Premises or Tenant’s interest in this Lease or the
Premises, when possession is not restored to Tenant within thirty (30) days; or the attachment, execution or other seizure of
substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease or the Premises, if
such seizure is not discharged within thirty (30) days.


 


(F)
Any material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials
provided by Tenant or any Guarantor in connection with negotiating or entering into this Lease or in connection with any Transfer
under Section 14.01.


 




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15.02
Landlord’s Right to Terminate Upon Tenant Default. In the event of any default by Tenant as provided in Section
15.01 above, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice
to Tenant of Landlord’s election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant:


 


(A)
The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus


 


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


 


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


 


(D)
Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform
its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and


 


(E)
At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law.


 


As
used in subparagraphs (A) and (B) above, “worth at the time of award” shall be computed by allowing interest
on such amounts at the then highest lawful rate of interest, but in no event to exceed one percent (1%) per annum plus the rate
established by the Federal Reserve Bank of San Francisco on advances made to member banks under Sections of the Federal Reserve
Act (“discount rate”) prevailing at the time of the award. As used in paragraph (C) above, “worth
at the time of award” shall be computed by discounting such amount by (i) the discount rate of the Federal Reserve Bank
of San Francisco prevailing at the time of award plus (ii) one percent (1%).


 


15.03
Mitigation of Damages. If Landlord terminates this Lease or Tenant’s right to possession of the Premises,
Landlord shall have no obligation to mitigate Landlord’s damages except to the extent required by applicable law. If Landlord
has not terminated this Lease or Tenant’s right to possession of the Premises, Landlord shall have no obligation to mitigate
under any circumstances and may permit the Premises to remain vacant or abandoned. If Landlord is required to mitigate damages
as provided herein: (i) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed such efforts
as Landlord generally uses to lease other space in the Building, (ii) Landlord will not be deemed to have failed to mitigate if
Landlord or its affiliates lease any other portions of the Building or other projects owned by Landlord or its affiliates in the
same geographic area, before reletting all or any portion of the Premises, and (iii) any failure to mitigate as described herein
with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the
reasonable rental value of the Premises during such period. In recognition that the value of the Building depends on the rental
rates and terms of leases therein, Landlord’s rejection of a prospective replacement tenant based on an offer of rentals
below Landlord’s published rates for new leases of comparable space at the Building at the time in question, or at Landlord’s
option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not give
rise to a claim by Tenant that Landlord failed to mitigate Landlord’s damages.


 


15.04
Landlord’s Right To Continue Lease Upon Tenant Default. In the event of a default of this Lease and abandonment
of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 15.02 above, Landlord may
from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the
foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect
after Tenant’s default and abandonment and recover Rent as it becomes due, if Tenant has the right to Transfer, subject
to reasonable limitations). In the event Landlord re-lets the Premises, to the fullest extent permitted by law, the proceeds of
any reletting shall be applied first to pay to Landlord all costs and expenses of such reletting (including without limitation,
costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including
expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord
shall maintain and operate the Premises, the costs thereof) and receivers’ fees incurred in connection with the appointment
of and performance by a receiver to protect the Premises and Landlord’s interest under this Lease and any necessary or reasonable
alterations; second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; third,
to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of
other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to
receive any portion of such revenue.


 




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15.05
Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed
by Tenant at Tenant’s sole cost and expense. If Tenant shall fail to pay any sum of money, other than Rent, required to
be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, Landlord may, but shall
not be obligated to, make any payment or perform any such other act on Tenant’s part to be made or performed, without waiving
or releasing Tenant of its obligations under this Lease. Any sums so paid by Landlord and all necessary incidental costs, together
with interest thereon at the lesser of the maximum rate permitted by law if any or twelve percent (12%) per annum from the date
of such payment, shall be payable to Landlord as additional rent on demand and Landlord shall have the same rights and remedies
in the event of nonpayment as in the case of default by Tenant in the payment of Rent.


 


15.06
Default Under Other Leases. If the term of any lease, other than this Lease, heretofore or hereafter made by Tenant
for any office space in the Building shall be terminated or terminable after the making of this Lease because of any default by
Tenant under such other lease, such fact shall empower Landlord, at Landlord’s sole option, to terminate this Lease by notice
to Tenant or to exercise any of the rights or remedies set forth in Section 15.02.


 


15.07
Non-Waiver. Nothing in this Article shall be deemed to affect Landlord’s rights to indemnification for liability
or liabilities arising prior to termination of this Lease or Tenant’s right to possession of the Premises for personal injury
or property damages under the indemnification clause or clauses contained in this Lease. No acceptance by Landlord of a lesser
sum than the Rent then due shall be deemed to be other than on account of the earliest installment of such rent due, nor shall
any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment
or pursue any other remedy in the Lease provided. The delivery of keys to any employee of Landlord or to Landlord’s agent
or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises.


 


15.08
Cumulative Remedies. The specific remedies to which Landlord may resort under the terms of the Lease are cumulative
and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of
any breach or threatened breach by Tenant of any provisions of the Lease. In addition to the other remedies provided in the Lease,
Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants,
conditions or provisions of the Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.


 


15.09
Default by Landlord. Landlord’s failure to perform or observe any of its obligations under this Lease shall
constitute a default by Landlord under this Lease only if such failure shall continue for a period of thirty (30) days (or the
additional time, if any, that is reasonably necessary to promptly and diligently cure the failure) after Landlord receives written
notice from Tenant specifying the default. The notice shall give in reasonable detail the nature and extent of the failure and
shall identify the Lease provision(s) containing the obligation(s). If Landlord shall default in the performance of any of its
obligations under this Lease (after notice and opportunity to cure as provided herein), Tenant may pursue any remedies available
to it under the law and this Lease, except that, in no event, shall Landlord be liable for punitive damages, lost profits, business
interruption, speculative, consequential or other such damages. In recognition that Landlord must receive timely payments of Rent
and operate the Building, Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and
shall have no right to withhold, set-off, or abate Rent.


 




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15.10
Abatement Recapture. Any agreement for free or abated rent, free parking, TI Allowance or other charges, or for
the giving or paying by Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s entering
into this Lease, all of which concessions are hereinafter referred to as “Abatement Provisions,” shall be deemed
conditioned upon Tenant’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon
the occurrence of a breach of this Lease by Tenant, any such Abatement 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 Landlord under such an Abatement Provision shall be immediately due and payable by Tenant to Landlord, notwithstanding
any subsequent cure of said breach by Tenant. The acceptance by Landlord of rent or the cure of the breach which initiated the
operation of this paragraph shall not be deemed a waiver by Landlord of the provisions of this paragraph unless specifically so
stated in writing by Landlord at the time of such acceptance.


 


ARTICLE
XVI - ATTORNEYS’ FEES: COSTS OF SUIT


 


16.01
Attorneys Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising
out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in
addition to any other relief, its actual attorneys’ fees irrespective of whether or not the action or other proceeding is
prosecuted to judgment and irrespective of any court schedule of reasonable attorneys’ fees. In addition, Tenant shall reimburse
Landlord, upon demand, for all reasonable attorneys’ fees incurred in collecting Rent, resolving any actual default by Tenant,
securing indemnification as provided in Article X and paragraphs, 16.02, 23.01 and 25.01 herein or otherwise seeking enforcement
against Tenant, its sublessees and assigns, of Tenant’s obligations under this Lease.


 


16.02
Indemnification. Should Landlord be made a party to any litigation instituted by Tenant against a party other than
Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all loss,
cost, liability, damage or expense incurred by Landlord, including attorneys’ fees, in connection with the litigation.


 


ARTICLE
XVII - SUBORDINATION AND ATTORNMENT


 


17.01
Subordination. This Lease, and the rights of Tenant hereunder, are and shall be subject and subordinate to the interest
of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages
and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages
or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases,
mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee
or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to
as a “Mortgagee”) shall have the right to elect, by written notice given to Tenant, to have this Lease made
superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to
such ground lease, master lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon
demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such Mortgagee to
effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such
Mortgagee (hereafter, for the purposes of this Section 17.01, a “Successor Landlord”) shall (i) not be liable
for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession
to Landlord’s interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able
to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s
interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same shall have
actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease
plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result
of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more than the current
month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same
made without Successor Landlord’s prior written consent; (vii) not be bound by any obligation to make any payment to Tenant
which was required to be made prior to the time such Successor Landlord succeeded to Landlord’s interest and (viii) not
be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations
of any Successor Landlord under its respective lease shall be non-recourse as to any assets of such Successor Landlord other than
its interest in the Premises and improvements.


 




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17.02
Attornment. If the interests of Landlord under the Lease shall be transferred to any superior Mortgagee or other
purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any
superior mortgage or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions
of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance
with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease,
and Tenant shall attorn to and recognize as Tenant’s landlord under this Lease such Successor Landlord, as its landlord,
said attornment to be effective and self-operative without the execution of any further instruments upon Successor Landlord’s
succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested
by any such person to evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant,
and provided Tenant is not in default under this Lease, Landlord agrees to use diligent, commercially reasonable efforts to obtain
a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee’s
customary form of Subordination and NonDisturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord
is unable to obtain a Non-Disturbance Agreement from any such Mortgagee, Landlord shall have no further obligation to Tenant with
respect thereto.


 


17.03
Mortgagee Protection. Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any notice
of default served upon Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing (by way of service
on Tenant of a copy of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee (hereafter the “Notified
Party”). Tenant further agrees that if Landlord shall have failed to cure such default within twenty (20) days after
such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional time as may be
necessary if Landlord has commenced within such twenty (20) days and is diligently pursuing the remedies or steps necessary to
cure or correct such default), then the Notified Party shall have an additional thirty (30) days within which to cure or correct
such default (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary
if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to
cure or correct such default). Until the time allowed, as aforesaid, for the Notified Party to cure such default has expired without
cure, Tenant shall have no right to, and shall not, terminate this Lease on account of Landlord’s default.


 


ARTICLE
XVIII - QUIET ENJOYMENT


 


18.01
Provided that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the
Lease Term free of claims by or through Landlord, subject to all of the terms and conditions contained in this Lease.


 




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ARTICLE
XIX - RULES AND REGULATIONS


 


19.01
The Rules and Regulations attached hereto as Exhibit C are hereby incorporated by reference herein and made a part hereof. Tenant
shall abide by, and faithfully observe and comply with the Rules and Regulations and any reasonable and non-discriminatory amendments,
modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for
the safety, care, security, good order and/or cleanliness of the Premises and/or the Building. Landlord shall not be liable to
Tenant for any violation of such rules and regulations by any other tenant or occupant of the Building.


 


ARTICLE
XX - ESTOPPEL CERTIFICATES


 


20.01
Tenant agrees at any time and from time to time upon not less than five (5) days’ prior written notice from Landlord to
execute, acknowledge and deliver to Landlord a statement in writing addressed and certifying to Landlord, to any current or prospective
Mortgagee or any assignee thereof, to any prospective purchaser of the land, improvements or both comprising the Building, and
to any other party designated by Landlord, that this Lease is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the modifications); that Tenant has accepted possession of the
Premises, which are acceptable in all respects, and that any improvements required by the terms of this Lease to be made by Landlord
have been completed to the satisfaction of Tenant; that Tenant is in full occupancy of the Premises; that no rent has been paid
more than thirty (30) days in advance; that the first month’s Base Rent has been paid; that Tenant is entitled to no free
rent or other concessions except as stated in this Lease; that Tenant has not been notified of any previous assignment of Landlord’s
or any predecessor landlord’s interest under this Lease; the dates to which Base Rent, additional rental and other charges
have been paid; that Tenant, as of the date of such certificate, has no charge, lien or claim of setoff under this Lease or otherwise
against Base Rent, additional rental or other charges due or to become due under this Lease; that Landlord is not in default in
performance of any covenant, agreement or condition contained in this Lease; or any other matter relating to this Lease or the
Premises or, if so, specifying each such default. If there is a Guaranty under this Lease, said Guarantor shall confirm the validity
of the Guaranty by joining in the execution of the Estoppel Certificate or other documents so requested by Landlord or Mortgagee.
In addition, in the event that such certificate is being given to any Mortgagee, such statement may contain any other provisions
customarily required by such Mortgagee including, without limitation, an agreement on the part of Tenant to furnish to such Mortgagee,
written notice of any Landlord default and a reasonable opportunity for such Mortgagee to cure such default prior to Tenant being
able to terminate this Lease. Any such statement delivered pursuant to this Section may be relied upon by Landlord or any Mortgagee,
or prospective purchaser to whom it is addressed and such statement, if required by its addressee, may so specifically state.
If Tenant does not execute, acknowledge and deliver to Landlord the statement as and when required herein, Landlord is hereby
granted an irrevocable power-of-attorney, coupled with an interest, to execute such statement on Tenant’s behalf, which
statement shall be binding on Tenant to the same extent as if executed by Tenant.


 


ARTICLE
XXI - ENTRY BY LANDLORD


 


21.01
Landlord may enter the Premises at all reasonable times upon no less than twenty-four (24) hours’ prior oral or written
notice (except in the event of an emergency or to provide janitorial services, in which event no notice shall be required) to:
inspect the same; exhibit the same to prospective purchasers, Mortgagees or tenants; determine whether Tenant is complying with
all of its obligations under this Lease; supply services to be provided by Landlord to Tenant under this Lease; post notices of
non-responsibility; and make repairs or improvements in or to the Building or the Premises; provided, however, that all such work
shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant
hereby waives any claim for damages for any injury or inconvenience to, or interference with, Tenant’s business, any loss
of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and
retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant’s vaults, safes and similar
areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord
may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any
such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or
a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord
shall not act as a termination of Tenant’s duties under this Lease. If Landlord shall be required to obtain entry by means
other than a key provided by Tenant, the cost of such entry shall by payable by Tenant to Landlord as additional rent.


 




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ARTICLE
XXII - LANDLORD’S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL


LIABILITY;
TRANSFER OF LANDLORD’S INTEREST


 


22.01
Landlord’s Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or in any
exhibits, Riders or addenda hereto attached (collectively the “Lease Documents”), it is expressly understood
and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord with
respect to the alleged breach by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement
contained in any of the Lease Documents or otherwise arising out of Tenant’s use of the Premises or the Building (collectively,
“Landlord’s Lease Undertakings”) shall extend only to Landlord’s interest in the real estate of
which the Premises demised under the Lease Documents are a part (“Landlord’s Real Estate”) and not to
any other assets of Landlord or its officers, directors or shareholders; and (b) except to the extent of Landlord’s interest
in Landlord’s Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord’s
Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord,
Jamison Services, Inc., or against any of their respective directors, officers, employees, agents, constituent partners, beneficiaries,
trustees or representatives.


 


22.02
Transfer of Landlord’s Interest. In the event of any transfer of Landlord’s interest in the Building,
Landlord shall be automatically freed and relieved from all applicable liability with respect to performance of any covenant or
obligation on the part of Landlord, provided any deposits or advance rents held by Landlord are turned over to the grantee and
said grantee expressly assumes, subject to the limitations of this Section 22, all the terms, covenants and conditions of this
Lease to be performed on the part of Landlord, it being intended hereby that the covenants and obligations contained in this Lease
on the part of Landlord shall, subject to all the provisions of this Section 22, be binding on Landlord, its successors and assigns,
only during their respective periods of ownership.


 


ARTICLE
XXIII - HOLDOVER TENANCY


 


23.01
If Tenant holds possession of the Premises after the expiration or termination of the Lease Term, by lapse of time or otherwise,
Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to Lease Term and Rent. During such
holdover period, Tenant shall pay to Landlord a monthly rental equivalent to one hundred fifty percent (150%) of the Rent Payable
by Tenant to Landlord with respect to the last month of the Lease Term. The monthly rent payable for such holdover period shall
in no event be construed as a penalty or as liquidated damages for such retention of possession. All options, rights of first
refusal, concessions and discounts, if any, granted under this Lease shall be deemed terminated and of no force or effect during
such month-to-month tenancy. Without limiting the foregoing, Tenant hereby agrees to indemnify, defend and hold harmless Landlord,
its beneficiary, and their respective agents, contractors and employees, from and against any and all claims, liabilities, actions,
losses, damages (including without limitation, direct, indirect, incidental and consequential) and expenses (including, without
limitation, court costs and reasonable attorneys’ fees) asserted against or sustained by any such party and arising from
or by reason of such retention of possession, which obligations shall survive the expiration or termination of the Lease Term.


 




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ARTICLE
XXIV - NOTICES


 


24.01
All notices which Landlord or Tenant may be required, or may desire, to serve on the other may be served, as an alternative to
personal service, by mailing the same by registered or certified mail, postage prepaid, addressed to Landlord at the address for
Landlord set forth in Section 1.12 above and to Tenant at the address for Tenant set forth in Section 1.13 above, or, from and
after the Commencement Date, to Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises,
or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate to the other in writing.
Any notice shall be deemed to have been served at the time the same was posted. Notwithstanding the foregoing, Landlord may serve
notices pursuant to Code of Civil Procedure Section 1161 by any method allowable under Section 1162.


 


ARTICLE
XXV - BROKERS


 


25.01
The parties recognize as the broker(s) who procured this Lease the firm(s) specified in Section 1.14 and agree that Landlord shall
be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility
therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person
or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for
the payment of any fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any
liability in respect thereto.


 


ARTICLE
XXVI - ELECTRONIC SERVICES


 


26.01
Tenant’s Lines. Tenant may, in a manner consistent with the provisions and requirements of this Lease, install,
maintain, replace, remove or use any communications or computer or other electronic service wires, cables and related devices
(collectively the “Lines”) at the Building in or serving the Premises, provided: (a) Tenant shall obtain Landlord’s
prior written consent, which consent may be conditioned as required by Landlord, (b) if Tenant at any time uses any equipment
that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or cause
radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated
to prevent such excessive electromagnetic fields or radiation, and (c) Tenant shall pay all costs in connection therewith. Landlord
reserves the right to require that Tenant remove any Lines which are installed in violation of these provisions. Tenant shall
not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or
on the Lines, and any such security interest or lien granted without Landlord’s written consent shall be null and void.


 


26.02
Definition of Electronic Services. As used herein “Electronic Services Provider” means a business
which provides telephone, telegraph, telex, video, other telecommunications or other services which permit Tenant to receive or
transmit information by the use of electronics and which require the use of wires, cables, antennas or similar devices in or on
the Building. The services of Electronic Services Providers are sometimes referred to herein as “Electronic Services.”


 


26.03
No Right to Specific Services. Landlord shall have no obligation (i) to install any Electronic Services equipment
or facilities, (ii) to make available to Tenant the services of any particular Electronic Services Provider, (iii) to allow any
particular Electronic Services Provider access to the Building, (iv) to continue to grant access to an Electronic Services Provider
once such provider has been given access to the Building. Landlord may (but shall not have the obligation to): (x) install new
Lines at the property, (y) create additional space for Lines at the property, and (z) adopt reasonable and uniform rules and regulations
with respect to Lines.


 




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26.04
Limitation of Landlord’s Responsibility. Tenant acknowledges and agrees that all Electronic Services desired
by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or consents in writing,
all of Tenant’s Electronic Services equipment shall be and remain solely in the Tenant’s premises and the telephone
closet(s) on the floor(s) on which the Tenant’s premises is located, in accordance with rules and regulations adopted by
Landlord from time to time. Unless otherwise specifically agreed to in writing, Landlord shall have no responsibility for the
maintenance of Tenant’s Electronic Services equipment, including Lines; nor for any Lines or other infrastructure to which
Tenant’s Electronic Services equipment may be connected. Tenant agrees that, to the extent any Electronic Services are interrupted,
curtailed or discontinued, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation
of Tenant at its own expense to obtain substitute service. Except to the extent arising from the intentional or grossly negligent
acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from, and Landlord
does not warrant that Tenant’s use of any Lines will be free from the following (collectively called “Line Problems”):
(x) any eavesdropping or wire-tapping by unauthorized parties, (y) any failure of any Lines to satisfy Tenant’s requirements,
or (z) any shortages, failures, variations, interruptions, disconnection’s, loss or damage caused by the installation, maintenance,
replacement, use or removal of Lines by or for other tenants or occupants at the property. Under no circumstances shall any Line
Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve
Tenant from performance of Tenant’s obligations under this Lease. Landlord in no event shall be liable for damages by reason
of loss of profits, business interruption or other consequential damage arising from any Line Problems.


 


26.05
Necessary Service Interruptions. Landlord shall have the right, upon reasonable prior notice to Tenant, to interrupt
or turn off Electronic Services facilities in the event of an emergency or as necessary in connection with maintenance, repairs
or construction at the Building or installation of Electronic Services equipment for other Tenants of the Building or on account
of violation by the Electronic Services Provider or owner of the Electronic Services equipment of any obligation to Landlord or
in the event that Tenant’s use of the Electronic Services infrastructure of the Building materially interferes with the
Electronic Services of other tenants of the Building.


 


26.06
Removal of Equipment, Wiring and Other Facilities. Any and all Electronic Services equipment installed in the Tenant’s
Premises or elsewhere in the Building by or on behalf of Tenant, including Lines, or other facilities for Electronic Services
reception or transmittal, shall be removed prior to the expiration or earlier termination of the Lease term, by Tenant at its
sole cost or, at Landlord’s election, by Landlord at Tenant’s sole cost, with the cost thereof to be paid as additional
rent. Landlord shall have the right, however, upon written notice to Tenant given no later than thirty (30) days prior to the
expiration or earlier termination of the Lease term (except that the notice period shall extend to thirty (30) days beyond the
date of termination of the Lease if it is terminated by either party due to a default by the other), to require Tenant to abandon
and leave in place, without additional payment to Tenant or credit against rent, any and all Electronic Services Lines and related
infrastructure, or selected components thereof, whether located in the Tenant’s premises or elsewhere in the Building.


 


26.07
New Provider Installations. In the event that Tenant wishes at any time to utilize the services of an Electronic
Services Provider whose equipment is not then servicing the Building, no such Electronic Services Provider shall be permitted
to install its Lines or other equipment within the Building without first securing the prior written approval of the Landlord.
Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation,
any warranty or representation as to the suitability, competence, or financial strength of the Electronic Services Provider. Without
limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it
shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no current expense or risk or future
expense whatsoever with respect to any aspect of the Electronic Services Provider’s provision of its Electronic Services,
including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or
about the Building by the Electronic Services Provider, the Electronic Services Provider shall supply Landlord with such written
indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect
its financial interests and the interests of the Building relating to the proposed activities of the Electronic Services Provider;
(iii) the Electronic Services Provider agrees to abide by such rules and regulations, Building and other codes, job site rules
and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building,
the Tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building
with respect to proposed alterations as described in Article IX of this Lease; (iv) Landlord reasonably determines that, considering
other potential uses for space in the Building, there is sufficient space in the Building for the placement of all of the provider’s
equipment, conduit, Lines and other materials; (v) the Electronic Services Provider agrees to abide by Landlord’s requirements,
if any, that provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord);
(vi) Landlord receives from the Electronic Services Provider such compensation as is reasonably determined by Landlord to compensate
it for space used in the Building for the storage and maintenance of the Electronic Services Provider’s equipment, for the
fair market value of the Electronic Services Provider’s access to the Building, for the use of common or core space within
the Building and for the costs which may reasonably be expected to be incurred by Landlord; (vii) the provider agrees to deliver
to Landlord detailed “as built” plans immediately after the installation of the provider’s equipment is complete;
and (viii) all of the foregoing matters are documented in a written license agreement between Landlord and the provider, the form
and content of which is reasonably satisfactory to Landlord.”


 




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26.08
Limit of Default or Breach. Notwithstanding any provision of the proceeding paragraphs to the contrary, the refusal
of Landlord to grant its approval to any prospective Electronic Services Provider shall not be deemed a default or breach by Landlord
of its obligation under this Lease unless and until Landlord is adjudicated to have acted recklessly or maliciously with respect
to Tenant’s request for approval, and in that event, Tenant shall still have no right to terminate the Lease or claim an
entitlement to rent abatement, but may as Tenant’s sole and exclusive recourse seek a judicial order of specific performance
compelling Landlord to grant its approval as to the prospective provider in question. The provisions of this paragraph may be
enforced solely by Tenant and Landlord, are not for the benefit of any other party, and specifically but without limitation, no
telephone or other Electronic Services Provider shall be deemed a third party beneficiary of this Lease.


 


26.09
Installation and Use of Wireless Technologies. Tenant shall not utilize any wireless Electronic Services equipment
(other than usual and customary cellular telephones), including antennae and satellite receiver dishes, within the Tenant’s
premises, within the Building or attached to the outside walls or roof of the Building, without Landlord’s prior written
consent. Such consent may be conditioned in such a manner so as to protect Landlord’s financial interests and the interests
of the Building, and the other tenants therein, in a manner similar to the arrangements described in the immediately preceding
paragraphs.


 


26.10
Limitation of Liability For Equipment Interference. In the event that Electronic Services equipment, Lines and facilities
or satellite and antennae equipment of any type installed by or at the request of Tenant within the Tenant’s premises, on
the roof, or elsewhere within or on the Building causes interference to equipment used by another party, Tenant shall cease using
such equipment, Lines and facilities or satellite and antennae equipment until the source of the interference is identified and
eliminated and Tenant shall assume all liability related to such interference. Tenant shall cooperate with Landlord and other
parties, to eliminate such interference promptly. In the event that Tenant is unable to do so, Tenant will substitute alternative
equipment which remedies the situation. If such interference persists, Tenant shall, at Landlord’s sole discretion, remove
such equipment.


 


ARTICLE
XXVII - PARKING


 


27.01
Parking. During the term of this Lease, Tenant shall be entitled to rent the number of Tenant’s Parking Stalls,
if any, described in Section 1.16 of this Lease in the parking facilities located within the Building; provided, however, that
if Tenant does not rent all of the Tenant’s Parking Stalls allocated to Tenant pursuant to Section 1.16, any change in the
number of parking stalls actually rented by Tenant shall require not less than ten (10) days prior notice to Landlord. Such parking
shall be on a non-assigned basis, and shall be at such rates and upon such other terms and conditions as are published or posted
from time to time by Landlord (or, at Landlord’s option, the operator or lessee of the parking facilities). Tenant’s
visitors shall have the right to use the parking facilities, subject to availability and to the rates, rules and regulations governing
visitor parking from time to time adopted by Landlord (or, at Landlord’s option, the operator or master lessee of the parking
facilities).


 


27.02
Development Project. A “Development Project” shall include any new construction, expansion, demolition,
conversion, or adaptive reuse of the Building (or a portion thereof), including but not limited to the building, related land,
improvements, parking facilities, common areas, driveways, sidewalks and landscaping of the Building. Landlord and Tenant hereby
acknowledge the following: (a) Landlord, at Landlord’s sole discretion, may engage in any Development Projects at the Building
(or a portion thereof) while Tenant leases the Premises; and (b) Landlord shall have the right to temporarily close such parking
facilities and relocate Tenant’s parking spaces as Landlord, in Landlord’s reasonable discretion, deems necessary
for the duration of any such Development Project.


 




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27.03
Construction Period. Landlord shall provide Tenant with thirty (30) days prior written notice (“Construction
Notice”) when construction for the Development Project requires Landlord to temporarily close any parking facilities
in the Building. The Construction Notice shall specify the estimated Construction Commencement Date and estimated Construction
Completion Date (as defined hereafter), however, under no circumstances shall Landlord be obligated to actually commence or complete
construction by those dates. The “Construction Period” shall mean the period from the date that Tenant is actually
restricted from parking in the Building’s parking facility (“Construction Commencement Date”) to the
date that Tenant is permitted to park in a parking facility within the existing Building or within the Development Project (“Construction
Completion Date”). Notwithstanding anything contained in the Lease to the contrary, Landlord shall not be required to
provide a Construction Notice or other parking arrangements provided for herein for the following types of construction permitted
under the Lease: (i) any tenant improvements for existing or new tenants within the Building, (ii) any maintenance or repairs
for the Building, (iii) any capital improvements for the Building, (iv) any construction that does not restrict Tenant’s
access to the Building’s parking facilities, and/or (v) any rights reserved by Landlord under Section 28.19 of the Lease.


 


27.04
Construction Period Parking. In the event Landlord temporarily closes the parking facilities in the Building and
relocates Tenant’s parking spaces as a result of a Development Project, Landlord shall provide Tenant with alternative parking
arrangements near the Building to Tenant during the Construction Period at a twenty percent (20%) discount off of the rates contained
in the Lease and in no event farther than the buildings located at 3550 & 3580 Wilshire Boulevard, Los Angeles, CA 90010 (“Paramount
Plaza”).


 


ARTICLE
XXVIII - MISCELLANEOUS


 


28.01
Entire Agreement. This Lease contains all of the agreements and understandings relating to the leasing of the Premises
and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon,
any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set
forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses
the agreement of the parties.


 


28.02
Amendments. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord
and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by Landlord.


 


28.03
Successors. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained
herein shall bind and benefit the successors and assigns of the parties hereto.


 


28.04
Force Majeure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any
failure to perform, any of Landlord’s obligations hereunder if such failure is caused by any reason beyond the control of
Landlord including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation,
or by fire, earthquake, civil commotion, or failure or disruption of utility services. The amount of time for Landlord to perform
any of Landlord’s obligations shall be extended by the amount of time Landlord is delayed in performing such obligation
by reason of any force majeure occurrence whether similar to or different from the foregoing types of occurrences.


 


28.05
Survival of Obligations. Any obligations of Tenant accruing prior to the expiration of the Lease shall survive the
expiration or earlier termination of the Lease, and Tenant shall promptly perform all such obligations whether or not this Lease
has expired or been terminated.


 


28.06
Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected
shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.


 




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28.07
Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the State of California.


 


28.08
Severability. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease
shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties
agree that in the event two different interpretations may be given to any provision hereunder, one of which will render the provision
unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable
shall be adopted.


 


28.09
Captions. All captions, headings, titles, numerical references and computer highlighting are for convenience only
and shall have no effect on the interpretation of this Lease.


 


28.10
Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity
to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord
or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent
of the parties.


 


28.11
Independent Covenants. Each covenant, agreement, obligation or other provision of this Lease to be performed by
Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of the Lease.


 


28.12
Number and Gender. All terms and words used in this Lease, regardless of the number or gender in which they are
used, shall be deemed to include the appropriate number and gender, as the context may require.


 


28.13
Time is of the Essence. Time is of the essence of this Lease and the performance of all obligations hereunder.


 


28.14
Joint and Several Liability. If Tenant comprises more than one person or entity, or if this Lease is guaranteed
by any party, all such persons shall be jointly and severally liable for payment of rents and the performance of Tenant’s
obligations hereunder. If Tenant comprises more than one person or entity and fewer than all of the persons or entities comprising
Tenant abandon the Premises, Landlord, at its sole option, may treat the abandonment by such person or entities as an event of
default and exercise with respect to such persons the rights and remedies provided in Article XV without affecting the right or
obligations of the persons or entities comprising Tenant which have not abandoned the property.


 


28.15
Exhibits. Exhibits A (Floor Plan), B (Work Letter Agreement), C (Rules and Regulations), D (Personal Guaranty),
E (Suite Acceptance Letter), and F (Asbestos Notification), and the Addendum are incorporated into this Lease by reference and
made a part hereof.


 


28.16
Offer to Lease. The submission of this Lease to Tenant or its broker or other agent, does not constitute an offer
to Tenant to lease the Premises. This Lease shall have no force and effect until (a) it is executed and delivered by Tenant to
Landlord and (b) it is fully reviewed and executed by Landlord; provided, however, that, upon execution of this Lease by Tenant
and delivery to Landlord, such execution and delivery by Tenant, shall, in consideration of the time and expense incurred by Landlord
in reviewing the Lease and Tenant’s credit, constitute an offer by Tenant to lease the Premises upon the terms and conditions
set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery).


 


28.17
No Counterclaim; Choice of Laws. It is mutually agreed that in the event Landlord commences any summary proceeding
for non-payment of Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding.
In addition, Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tenant against
Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any
action brought by Landlord against Tenant in the State of California.


 




    	 	31	 



     


    

 


28.18
Electrical Service to the Premises. Anything set forth in Section 7.01 or elsewhere in this Lease to the contrary
notwithstanding, electricity to the Premises shall not be furnished by Landlord, but shall be furnished by the approved electric
utility company serving the Building. Landlord shall permit Tenant to receive such service directly from such utility company
at Tenant’s cost (except as otherwise provided herein) and shall permit Landlord’s wire and conduits, to the extent
available, suitable and safely capable, to be used for such purposes.


 


28.19
Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise
expressly provided to the contrary in this Lease) and without being deemed an eviction or disturbance of Tenant’s use or
possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (i) to change the name or street address
of the Building; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building; (iii) to designate
and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all
internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article IX, the
design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents
thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure
and used for substantially the same purposes that are generally prevailing in comparable office buildings in the area; (iv) to
change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building, provided no such change shall
materially adversely affect access to the Premises; (v) to grant any party the exclusive right to conduct any business or render
any service in the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the
purposes permitted under this Lease; (vi) to prohibit the placement of vending or dispensing machines of any kind in or about
the Premises other than for use by Tenant’s employees; (vii) to prohibit the placement of video or other electronic games
in the Premises; (viii) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in
or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building;
(ix) to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to
admission at all times under such rules and regulations as Landlord prescribes for security purposes; (x) to install, operate
and maintain security systems which monitor, by close circuit television or otherwise, all persons entering or leaving the Building;
(xi) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts
or other tenants of the Building; (xii) to retain at all times master keys or pass keys to the Premises; and (xiii) to establish
and, from time to time, to change, alter and amend, and to enforce, against Tenant and the other users of the common areas, including
automobile parking areas and structures, the parking spaces therein, driveways, entrances and exits and the sidewalks and pedestrian
passageways, such reasonable rules and regulations as may be deemed necessary or advisable by Landlord for the proper and efficient
operation and maintenance of the common areas.


 


28.20
Anti-Terrorism Representations. Tenant is not, and shall not during the Lease Term become, a person or entity with
whom Landlord is restricted from doing business with under the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107 56 (commonly known as the “USA Patriot
Act”) and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated
pursuant thereto, including, without limitation, persons and entities named on the Office of Foreign Asset Control Specially Designated
Nationals and Blocked Persons List (collectively, “Prohibited Persons”).


 


To
the best of its knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with, any
Prohibited Persons in connection with the use or occupancy of the Premises. Tenant will not in the future during the Lease Term
engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or
occupancy of the Premises. Breach of these representations constitutes a material breach of this Lease and shall entitle Landlord
to any and all remedies available thereunder, or at law or in equity.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURE
PAGE IMMEDIATELY FOLLOWS]


 




    	 	32	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written.


 


LANDLORD:




 


3600
Wilshire, LLC,


a
California limited liability company,


 


	By:	Jamison
                                         Services, Inc.,

                                                                                a
                                         California corporation
	 
	Its:	Authorized
    Agent	 
	 	 	 
	By:	 	 
	 	Jaime
    Lee	 
	 	Executive
    Vice President	 


 


TENANT:




 


Barfresh
Food Group, Inc.,


a
Delaware corporation


 


	By:	 	 
	Name:	 	 
	Its:	 	 


 




    	 	33	 



     


    

 


EXHIBIT
A


 




    	 	 	 



    	 



    

 


FLOOR
PLAN TO BE ATTACHED


 




    	 	 	 



     


    

 


EXHIBIT
B


 


WORK
LETTER AGREEMENT


 


(Landlord
Performs Work)


 


THIS
WORK LETTER AGREEMENT (“Work Letter”) is made as of March 14, 2019, between 3600 Wilshire, LLC, a California
limited liability company (“Landlord”), and Barfresh Food Group, Inc., a Delaware corporation (“Tenant”).


 


Reference
is made to the Office Lease dated March 14, 2019 (the “Lease”) for premises known as Suite #1720 (the “Premises”),
located in that certain office building located at 3600 Wilshire Boulevard, Los Angeles, CA 90010, commonly known as 3600 Wilshire,
together with any related land, improvements, parking facilities, common areas, driveways, sidewalks and landscaping (the “Building”).


 


Landlord,
at its sole cost, shall provide the following tenant improvement work, using building standard materials, quantities, and procedures
then in use by Landlord (the “Work”):


 


	1.	Move
    one of the walls in the kitchen area and install door to kitchen
	2.	Install
    one (1) 220v power outlet
	3.	Install
    dishwasher in kitchen (Tenant to provide dishwasher)
	4.	Repair
    entrance door


 


No
other Work shall be provided by Landlord.


 


Landlord
will use commercially reasonable efforts to “Substantially Complete” (as defined below) the Work by the Commencement
Date under the Lease or within thirty (30) days thereafter, subject to Force Majeure Delays and Tenant Delays. For purposes of
the Lease, “Substantial Completion” of the Premises shall occur when Landlord has sufficiently completed all
the work required to be performed by Landlord in accordance with this Work Letter with the exception of any punch list items and
any tenant fixtures, work-stations, built-in furniture or equipment to be installed by Tenant. Possession of the Premises shall
be tendered to Tenant upon Substantial Completion of the Premises.


 


The
term “Force Majeure Delay” as used in the Lease or this Work Letter shall mean any delay in the completion
of the Tenant Improvements which is attributable to any: (1) actual delay or failure to perform attributable to any strike, lockout
or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance,
future order claiming jurisdiction, act of a public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary
materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; (2)
delay attributable to the failure of Landlord and/or Tenant to secure building permits and approvals within the same time period
that normally prevailed for obtaining such permits at the time the Lease was negotiated; (3) delay in completing the final plans
and/or the construction of the tenant improvements because of changes in any applicable laws (including, without limitation, the
ADA), or the interpretation thereof; or (4) delay attributable to lightening, earthquake, fire, storm, hurricane, tornado, flood,
washout, explosion, or any other similar industry-wide or Building-wide cause beyond the reasonable control of the party from
whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any
Force Majeure Delay shall excuse the performance of the party affected for a period of time equal to any such prevention, delay
or stoppage (except the obligations of either party to pay money, including rental and other charges, pursuant to the Lease).


 


The
term “Tenant Delay” shall mean any delay that Landlord may encounter in the performance of Landlord’s
obligations under this Work Letter because of any act or omission of any nature by Tenant or its agents or contractors, including
any: (1) delay attributable to changes in or additions to the space plan or to the tenant improvements requested by Tenant; (2)
delay attributable to the postponement of any tenant improvements at the request of Tenant; (3) delay by Tenant in the submission
of information or the giving of authorizations or approvals within the time limits set forth in this Work Letter; and (4) delay
attributable to the failure of Tenant to pay, when due, any amounts required to be paid by Tenant pursuant to this Work Letter.


 


If
there shall be a delay in the Substantial Completion of the Premises as a result of Tenant Delays or Force Majeure Delays, then,
notwithstanding anything to the contrary set forth in the Lease and regardless of the actual date of Substantial Completion, the
Commencement Date shall be deemed to be the date the Commencement Date would have occurred if no Tenant Delays or Force Majeure
Delays, as set forth above, had occurred. Tenant acknowledges that the Work may occur during normal business hours while Tenant
is in occupancy of the Premises and that no interference to Tenant’s business operations in, or use of, the Premises shall
entitle Tenant to any abatement of rent or any other concession, or give rise to any claim against, or liability of, Landlord.


 




    	 	 	 



     


    

 


Notwithstanding
anything to the contrary contained in this Work Letter, it is expressly understood and agreed by and between the parties hereto
that: (a) The recourse of Tenant or its successors or assigns against Landlord with respect to the alleged breach by or on the
part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in this Work Letter (collectively,
“Landlord’s Work Letter Undertakings”) shall extend only to Landlord’s interest in the real estate
of which the Premises demised under the Lease are a part (hereinafter, “Landlord’s Real Estate”) and
not to any other assets of Landlord or its beneficiaries; and (b) Except to the extent of Landlord’s interest in Landlord’s
Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Work Letter
Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord or
Landlord’s property manager, or against any of their respective directors, officers, shareholders, employees, agents, constituent
partners, beneficiaries, trustees or representatives.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Work Letter Agreement as of the date first above written.


 


	LANDLORD:	 	TENANT:
	 	 	 
	3600
    Wilshire, LLC,	 	Barfresh
    Food Group, Inc.,
	a
    California limited liability company,	 	a
    Delaware corporation
	 	 	 	 
	By:	Jamison
    Services, Inc., a California corporation	 	 
	Its:	Authorized
    Agent	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	       
	By:	 	 	Its:	 
	 	Jaime
    Lee	 	 	 
	 	Executive
    Vice President	 	 	 


 




    	 	2	 



     


    

 


EXHIBIT
C


RULES
AND REGULATIONS


 


1.
The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used
for any purpose other than ingress and egress. The halls, passages, entrances, elevators, stairways, balconies and roof are not
for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto by all
persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests of Landlord
and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons with whom the tenant
normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No tenant and no
employees of any tenant shall go upon the roof of the Building without the written consent of Landlord.


 


2.
No awnings or other projections shall be attached to the outside walls or surfaces of the Building nor shall the interior or exterior
of any windows be coated without the prior written consent of Landlord. Except as otherwise specifically approved by Landlord,
all electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent and of a quality,
type, design and bulb color approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass
of any window, door, partition or wall which may appear unsightly from outside the Premises.


 


3.
No sign, picture, plaque, advertisement, notice or other material shall be exhibited, painted, inscribed or affixed by any tenant
on any part of, or so as to be seen from the outside of, the Premises or the Building without the prior written consent of Landlord.
In the event of the violation of the foregoing by any tenant, Landlord may remove the same without any liability, and may charge
the expense incurred in such removal to the tenant violating this rule. Interior signs on doors and the directory tablet shall
be inscribed, painted or affixed for each tenant by Landlord at the expense of such tenant, and shall be of a size, color and
style acceptable to Landlord.


 


4.
The toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damage resulting from any misuse
of the fixtures shall be borne by tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the
same.


 


5.
No tenant or its officers, agents, employees or invitees shall mark, paint, drill into, or in any way deface any part of the Premises
or the Building. No boring, cutting or stringing of wires or laying of linoleum or other similar floor coverings shall be permitted
except with the prior written consent of Landlord and as Landlord may direct.


 


6.
No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the Premises and no cooking shall be done
or permitted by any tenant on the Premises except that microwave cooking in a ULapproved microwave oven and the preparation of
coffee, tea, hot chocolate and similar items for the tenant and its employees and business visitors shall be permitted. Tenant
shall not cause or permit any unusual or objectionable odors to escape from the Premises.


 


7.
The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to
the use of the Premises for general office purposes. No tenant shall engage or pay any employees on the Premises except those
actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. The Premises shall
not be used for lodging or sleeping or for any immoral or illegal purposes.


 


8.
No tenant or its officers, agents, employees or invitees shall make, or permit to be made any unseemly or disturbing noises, sounds
or vibrations or disturb or interfere with occupants of this or neighboring buildings or Premises or those having business with
them whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way.


 


9.
No tenant or its officers, agents, employees or invitees shall throw anything out of doors, balconies or down the passageways.


 


10.
Tenant shall not maintain armed security in or about the Premises nor possess any weapons, explosives, combustibles or other hazardous
devices in or about the Building and/or Premises.


 


11.
No tenant or its officers, agents, employees or invitees shall at any time use, bring or keep upon the Premises any flammable,
combustible, explosive, foul or noxious fluid, chemical or substance, or do or permit anything to be done in the leased Premises,
or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building, or on the property
kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with
the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Building, or any part thereof,
or with any rules and ordinances established by the Board of Health or other governmental authority.


 


12.
No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes
be made in existing locks or the mechanism thereof. Each tenant must, upon the termination of this tenancy, restore to Landlord
all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in the event of
the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or
locks opened by such lost key if Landlord shall deem it necessary to make such change.


 




    	 	3	 



     


    

 


13.
All removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during
the hours which Landlord may determine from time to time. The moving of safes or other fixtures or bulky matter of any kind must
be made upon previous notice to the manager of the Building and under his or her supervision, and the persons employed by any
tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight or other bulky
articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate
any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves the right to
prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the building floors.
Landlord will not be responsible for loss of or damage to any safes, freight, bulky articles or other property from any cause,
and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense
of the tenant.


 


14.
No tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial, maintenance
or other like services, or accept barbering or bootblacking services, except from persons authorized by Landlord, and at hours
and under regulations fixed by Landlord.


 


15.
Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord’s opinion, tends to impair the
reputation of the Building or its desirability as an office building and upon written notice from Landlord any tenant shall refrain
from or discontinue such advertising. No tenant shall use any graphic image of the Building or any part of the Building for advertising
or public relations without Landlord’s written permission.


 


16.
Landlord reserves the right to exclude from the Building between the hours of 10:00 p.m. and 7:00 a.m. and at all hours of Saturdays,
Sundays and legal holidays all persons who do not present a pass signed by Landlord. Landlord shall furnish passes to persons
for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom he requests passes
and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with
regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement
or other commotion, Landlord reserves the right to prevent access to the Building during the continuance of the same, by closing
of the gates and doors or otherwise, for the safety of the tenants and others and the protection of the Building and the property
therein.


 


17.
Any outside contractor employed by any tenant, shall, while in the Building, be subject to the prior written approval of Landlord
and subject to the Rules and Regulations of the Building. Tenant shall be responsible for all acts of such persons and Landlord
shall not be responsible for any loss or damage to property in the Premises, however occurring.


 


18.
All doors opening onto public corridors shall be kept closed, except when in use for ingress and egress, and left locked when
not in use.


 


19.
The requirements of tenants will be attended to only upon application to the Office of the Building.


 


20.
Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same.


 


21.
All office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in setting approved by
Landlord, to absorb or prevent any vibration, noise or annoyance.


 


22.
No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.


 


23.
There shall not be used in any space, or in the public halls of the Building either by any tenant or others, any hand trucks except
those equipped with rubber tires and side guards.


 


24.
Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting
for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and
other office equipment affixed to the Premises shall be subject to the approval of Landlord. All such work shall be effected pursuant
to permits issued by all applicable governmental authorities having jurisdiction.


 


25.
No vendor with the intent of selling such goods shall be allowed to transport or carry beverages, food, food containers, etc.,
on any passenger elevators. The transportation of such items shall be via the service elevators in such manner as prescribed by
Landlord.


 




    	 	4	 



     


    

 


26.
Tenants shall cooperate with Landlord in the conservation of energy used in or about the Building, including without limitation,
cooperating with Landlord in obtaining maximum effectiveness of the cooling system by closing drapes or other window coverings
when the sun’s rays fall directly on windows of the Premises, and closing windows and doors to prevent heat loss. Tenant
shall not obstruct, alter or in any way impair the efficient operation of Landlord’s heating, lighting, ventilating and
air conditioning system and shall not place bottles, machines, parcels or any other articles on the induction unit enclosure so
as to interfere with air flow. Tenant shall not tamper with or change the setting of any thermostats or temperature control valves,
and shall in general use heat, gas, electricity, air conditioning equipment and heating equipment in a manner compatible with
sound energy conservation practices and standards.


 


27.
All parking ramps and areas, pedestrian walkways, plazas, and other public areas forming a part of the Building shall be under
the sole and absolute control of Landlord with the exclusive right to regulate and control these areas. Tenant agrees to conform
to the rules and regulations that may be established by Landlord for these areas from time to time.


 


28.
Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated
or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations
of the Building.


 


29.
Tenant and its employees, agents, subtenants, contractors and invitees shall comply with all applicable “no-smoking”
ordinances and, irrespective of such ordinances, shall not smoke or permit smoking of cigarettes, cigars or pipes outside of Tenant’s
Premises (including plaza areas) in any portions of the Building except areas specifically designated as smoking areas by Landlord.
If required by applicable ordinance, Tenant shall provide smoking areas within Tenant’s Premises.


 






    	 	5	 



     


    

 


EXHIBIT
D


 


[Intentionally
omitted]


 






    	 	 	 



     


    

 






EXHIBIT
E


SUITE
ACCEPTANCE LETTER


 


	Landlord:
                                         

        
	 	 	 
	3600
    Wilshire, LLC	 	 	 


 





	 	3600
    Wilshire Boulevard, Los Angeles, CA 90010




 





	Tenant:
    Barfresh Food 	1720	 	Tenant
    Phone:	 
	Group,
    Inc.	 	 	 	 


 


Building
Address:


 


Premises
Suite(s) #:





 


Gentlemen:


 


As
a representative of the above referenced tenant, I/we have physically inspected the suite noted above and its improvements with
___________________________, a representative of 3600 Wilshire, LLC. I/we accept the suite improvements as to compliance with
all the requirements indicated in our lease, also including the following verified information below:


 


	Lease
    Commencement Date:	 	 	Occupancy
    Date:	 
	 	 	 	 	 
	Rent
    Start Date*:	 	 	Actual
    Rent Start Date*:	 
	 	 	 	 	 
	Lease
    Expiration Date:	 	 	Actual
    Expiration Date:	 
	 	 	 	 	 
	Date
    Keys Delivered:	Tenant
    currently has possession of the Premises and has their own keys.


 


*If
these dates are not the same, attach documentation.


 


	Items
    requiring attention:	 




 


 


 


 


 


 


 


NOTE:
This inspection is to be made prior to tenant move-in.


 


Very
truly yours,


 


TENANT:




 


Barfresh
Food Group, Inc.,


a
Delaware corporation


 


	By:	 	 
	Name:	 	 
	Its:	 	 
	Date:	 	 


 




    	 	 	 



     


    

 


EXHIBIT
F ASBESTOS NOTIFICATION


 


NOTICE
PURSUANT TO AB3713


CALIFORNIA
HEALTH & SAFETY CODE 25915 ET SEQ.


 


Re:
3600 Wilshire Boulevard, Los Angeles, California (Building)


 


California
legislation requires landlords and tenants of commercial buildings constructed prior to 1979 to notify each other and their respective
employees working within such building of any knowledge they may have regarding any asbestos containing construction material
in the building. This notice is to provide you with the information required under this legislation.


 


Certain
tests to determine the existence of asbestos containing construction materials have been conducted. The results of these tests,
which are summarized below, indicate that there are asbestos containing construction materials in the Buildings. Some of these
materials in some locations have been abated (removed) by the prior owner of the Buildings.


 


The
specific locations within the Building where asbestos containing construction materials have been identified by the reports as
being present in any quantities are as follows:


 


The
fire proofing on the mechanical equipment.


Some
of the vinyl floor tiles located throughout the Buildings.


Finished
wallboard/joint compound


Acoustical
ceiling panels


Composition
roofing materials


 


The
general procedures and handling restrictions necessary to minimize any disturbance to, release of and exposure to the asbestos
are:


 


	1.	No
    work is to be performed above the suspended ceiling line of any floor without prior authorization from the Office of the Building.
	2.	No
    work is to be performed on vinyl floor tiles without prior authorization from the Office of the Building.
	3.	No
    work is to be performed on the acoustic ceiling material in the lobby of the Buildings without prior authorization from the
    Office of the Building.
	4.	Access
    to any and all equipment rooms (including electrical and telephone rooms) is strictly prohibited, except to personnel authorized
    by the Office of the Building.


 


We
have no special knowledge concerning the potential health risks or impacts that may result from exposure to asbestos in the Buildings,
but we understand that potential health risks may exist if asbestos fibers are released from asbestos containing construction
materials. Those of you that may require additional information of potential health risks are encouraged to contact appropriate
government agencies, including Federal and State OSHA, State Health & Welfare Agency, State Department of Health Services
and the County Health Departments.


 


If
there are any questions regarding this notice, please contact the Property Manager at 3600 Wilshire Boulevard, Suite 800, Los
Angeles, CA 90010.


 




    	 	 	 



     


    

 


ADDENDUM
TO LEASE


 


This
ADDENDUM TO LEASE (“Addendum”) is made and entered into as of March 14, 2019 (the “Effective
Date”) by and between 3600 Wilshire LLC, a California limited liability company, c/o Jamison Services, Inc., a California
corporation (“Landlord”), and Barfresh Food Group, Inc., a Delaware corporation (“Tenant”).


 


In
the event of any conflict between this Addendum and the Lease, the provisions of this Addendum shall prevail.


 


1.
Fire and Life Safety Program. Tenant shall cooperate with Landlord in the Fire and Life Safety Program designed
for the Building. This includes making available one employee for Floor Warden training and cooperating in fire drills and other
procedures necessary to the Fire Safety and Emergency Evacuation Program.


 


2.
Telephone and Communications. All private telephone and communications systems must be installed within Tenant’s
Premises. Special equipment shall not be maintained in the Building’s main telephone terminal rooms.


 


3.
Riser Cable. Landlord will maintain the telephone cable it has installed inside the Building. Landlord, however,
shall not be responsible for interruption of service transmission, installation, and/or quality of intra-building network of cable.


 


4.
Kitchen and Plumbing Repairs. Landlord shall not be responsible for repair and maintenance of any non-restroom sink
or kitchen facilities in the Premises, including the ventilation system installed in the Premises. Tenant shall be responsible
for cleaning, drain work that may be necessary, repair of garbage disposal, and any other related costs to the extent such costs
are not covered by manufacturer or contractor warranties. Any costs incurred by Landlord for these items shall be reimbursed by
Tenant to Landlord.


 


5.
Plate Glass. With respect to any retail suites, Tenant shall be responsible for the maintenance and replacement
of the storefront plate glass, if any, but shall have the option either to insure the risk or to self-insure.


 


6.
Option to Extend Lease Term. Provided Tenant is not in default under any term or provision contained in this Lease
beyond any applicable notice and cure period, and is in possession of the Premises at the time Tenant exercises its option, Tenant
shall have one (1) option to extend the Lease Term (“Extension Option”) for a period of three (3) years (“Option
Term”) for all of the space then under the Lease under the same terms and conditions except for the monthly installment
of Base Rent and parking fees. If Tenant wishes to exercise the Extension Option, Tenant shall deliver written notice to Landlord
no less than six (6) months prior to the expiration of the then existing Lease Term (“Exercise Notice”). If
Tenant fails to timely deliver the Exercise Notice, Tenant shall be considered to have elected not to exercise the Extension Option.


 


	 	a.	The
    monthly installment of Base Rent payable during the Option Term shall be ninety-five percent (95%) of the fair market value
    for the Premises as of the date of the Exercise Notice (based on comparable space in the same locality and taking into account
    any rent abatement, tenant improvement allowances or other monetary concessions generally available with respect to such comparable
    spaces) (the “Fair Market Value”) but shall not be less than the monthly installment of Base Rent payable
    by Tenant immediately before the Option Term. Landlord and Tenant shall have until the date that is thirty (30) days following
    the date that Landlord receives Tenant’s Exercise Notice to mutually agree upon the new rental rate and new parking
    rate for the Option Term. Except for Base Rent and parking rates at the new rates, all of the terms and conditions of the
    Lease shall remain the same and shall remain in full force and effect throughout the Option Term; provided, however, that
    any free rent, improvement allowances, moving allowances, lease assumption payments, plan design allowances (or payments),
    expansion options, opportunity rights or other similar concessions provided for in the Lease shall not apply during any Option
    Term. In the event Landlord and Tenant are unable to agree to a rental for the Option Term during said thirty (30) day period,
    then the Extension Option shall terminate and be null and void and the Lease shall, pursuant to its terms and provisions terminate
    at the end of the original Lease Term.


 




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	 	b.	The
    rights contained in this Section 6 shall be personal to the originally named Tenant and may be exercised only by the originally
    named Tenant (and not any assignee, sublessee, or other transferee of Tenant’s interest in this Lease) and only if the
    originally named Tenant occupies the entire Premises as of the date it exercises the Extension Option in accordance with the
    terms of this section.


 


7.
Supplemental HVAC. In the event Tenant requires or uses any supplemental HVAC unit(s) (“Supplemental HVAC”),
such Supplemental HVAC shall be installed, maintained, repaired, replaced and operated at Tenant’s sole cost, which shall
include but not be limited to maintaining a service contract with a vendor reasonably approved by Landlord for routine maintenance
of the Supplemental HVAC (and Tenant shall provide a copy of the service contract to Landlord upon request). Prior to installing
any Supplemental HVAC, Tenant shall obtain from Landlord prior approval by submitting appropriate plans and specifications to
allow Landlord to make an informed decision and otherwise in compliance with Article 9 of the Lease. Tenant shall be solely responsible
for the electricity and any other utility charges related to the use of any Supplemental HVAC (including but not limited to reimbursing
Landlord, within ten (10) days after demand therefor by Landlord, the cost of its utility usage as measured by the sub-meter).
All Supplemental HVACs shall be sub-metered and Tenant shall be solely responsible for the cost of the installation, maintenance,
repair and replacement of such sub-meter(s).


 


8.
Full-Time Access. During the Lease Term, Tenant shall be permitted access to the Premises twenty-four (24) hours
per day, seven (7) days per week, unless closure of the Premises is required due to maintenance, repair, safety concerns, destruction,
condemnation, or other reasons necessary for the restriction of access to such area.


 


9.
Early Access. Tenant shall have the right to access the Premises seven (7) days prior to the Commencement Date for
purposes of installing furniture, fixtures, and other equipment, but in no event shall Tenant’s early access interfere with
the Work provided pursuant to Exhibit B of the Lease. Such early access prior to the Commencement Date shall be subject to all
of the provisions of the Lease, except that Tenant shall not be obligated to pay rent for the Premises. Except for Landlord’s
gross negligence or willful misconduct, Tenant shall indemnify and hold Landlord harmless from any and all claims, loss, damage,
liens, expenses, including reasonable attorneys’ fees, and liabilities of whatever nature arising or in any way related
to Tenant’s early access.


 


Except
as amended herein, all other provisions of the Lease remain in full force and effect. This Addendum shall control in the event
of any inconsistency with the original Lease.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written.


 


	LANDLORD:	TENANT:
	 	 
	3600
                                         Wilshire, LLC,

        a
        California limited liability company,
	Barfresh
                                         Food Group, Inc.,

        a
        Delaware corporation

	 	 
	By:	Jamison
    Services, Inc.,	By:	/s/
    Riccardo Delle Coste
	 	a
    California corporation	Name:	Riccardo
    Delle Coste
	Its:	Authorized
    Agent	Its:	CEO
	 	 	 	 
	By:	/s/
    Jamie Lee	 	 
	 	Jaime
    Lee	 	 
	 	Executive
    Vice President	 	 


 




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