EX-10.15





 Exhibit 10.15 

 
 



 
 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET 

1.     Basic Provisions (“Basic Provisions”). 

1.1     Parties. This Lease (“Lease”), dated for reference purposes only March 2,
2022, is made by and between Fabric 2676 State Street, LLC, a California limited liability company (“Lessor”) and TYRA Biosciences, Inc., a Delaware corporation (“Lessee”), (collectively the
“Parties”, or individually a “Party”). 
 1.2(a)    Premises: That
certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, unit/suite, city, state): 2676 State Street, Carlsbad, California 92008
(“Premises”). The Premises are located in the County of San Diego, and are generally described as (describe briefly the nature of the Premises and the “Project”): approximately 7,377 square foot single
story commercial building area consisting of 3,280 square feet of existing remodeled building and 4,097 square feet of ground up two story office building (subject to increase based on feasibility and final space plan as mutually agreed to by Lessor
and Lessee). In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing the
Premises (“Building”) and to the Common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project. The Premises, the
Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project.” (See also Paragraph 2) 

1.2(b)     Parking: 9 reserved parking spaces on-site, along with powered lifts to access 9 additional parking
spaces accessed by an automatic gate at the entry (the above 9 shall satisfy the parking requirements for the 2656 State Street Lease (See Addendum) unreserved vehicle parking spaces. (See also Paragraph 2.6) 

1.3    Term: years and 120
months (“Original Term”) commencing See Addendum (“Commencement Date”) and ending 120 months thereafter (See Addendum)
(“Expiration Date”). (See also Paragraph 3) 
 1.4     Early
Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing See Addendum (“Early
Possession Date”). (See also Paragraphs 3.2 and 3.3) 
 1.5    Base Rent:
$39,466.95 (based on 7,377 square feet at $5.35 per square foot. If the square footage of the Premises is increased as set forth in Section 1.2(a), the initial Base Rent and Common Area Operating Expenses figure shall be increased
accordingly.) per month (“Base Rent”), payable on the 1st day of each month commencing See Addendum. (See also Paragraph 4) 

☑    If this box is checked, there are provisions in this Lease for the Base Rentto be adjusted. See
Paragraph Rent Adjustments (89). 
 1.6    Lessee’s Share of Common Area Operating Expenses:
eighty-eight and 83/l00th’s percent (88.83 %) (“Lessee’s Share”) which initially totals $0.50 per square foot for a total of $3,688.50 per month. In the event that the size of the
Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee’s Share to reflect such modification. 

1.7    Base Rent and Other Monies Paid Upon Execution: 

 

	 	(a)	 Base Rent: $39,466.95 for the period 1st month’s Base Rent. 



 

	 	(b)	 Common Area Operating Expenses: for the period. 



 

	 	(c)	 Security Deposit: $50,000.00 (“Security
Deposit”). (See also Paragraph 5) 


  

	 	(d)	 Other: for. 



 

	 	(e)	 Total Due Upon Execution of
this Lease: $89.466.95. 


 1.8     Agreed
Use: office with an accessory research lab consistent with 2656 State Street Lease (See Addendum). (See also Paragraph 6) 

1.9    Insuring Party. Lessor is the “Insuring Party”. (See also Paragraph 8) 

1.10 Real Estate Brokers.
None. (See Addendum) (See also Paragraph 15 and 25) 

(a) Representa on: The following real estate brokers (the “Brokers“) and brokerage rela onships exist in this transac
on (check applicable boxes): 

	 	☐	 represents Lessor exclusively (“Lessor’s Broker”);



  

	 	☐	 represents Lessee exclusively (“Lessee’s Broker”); or



  

	 	☐	 represents both Lessor and Lessee (“Dual Agency”).



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

1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by Letter of Credit due upon Execution
(See Addendum) (“Guarantor”). (See also Paragraph 37) 
 1.12 Attachments. Attached hereto are the following,
all of which constitute a part of this Lease: 
  

	 	☑	 an Addendum consisting of Paragraphs 50 through 88; 



 

	 	☑	 a site plan depicting the Premises; See Addendum 



 

	 	☑	 site plan depicting the Project; See Addendum 



 

	 	☐	 a current set of the Rules and Regulations for the Project; 



 

	 	☐	 a current set of the Rules and Regulations adopted by the owners’ association; 



 

	 	☑	 Work Letter; See Addendum 



 

	 	☑	 other (specify): Rent Adjustments (89) Option to
Extend (90) and Letter of Credit 



  

									
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 2.     Premises. 

2.1    Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the
term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base
Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify
the actual size prior to executing this Lease. 

2.2    Condition. Lessor shall deliver that portion of the Premises contained within the Building
(“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph
7.l(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”),
loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit
shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists
as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease,
promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty
periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of
any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing
walls-see Paragraph 7). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the
Premises; and (iii) any bankruptcy proceeding affecting the Premises. 
 2.3    Compliance. Lessor warrants that
to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect at the
time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a
result of Lessee’s use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements,
and especially the zoning are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided,
promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor
written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of
any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows: 

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

(b)    If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,
governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on
which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises.    Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such
Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written
notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of
any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due
and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. 

(c)    Notwithstandingthe above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification
to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or
(ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 

2.4    Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure
the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental
aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and
assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not
material to Lessee’s decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other
than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it
is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 
 2.5
    Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee
shall be responsible for any necessary corrective work. 

  

									
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 2.6     Vehicle Parking. Lessee shall be entitled to use the
number of Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking
by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading
and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: 

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

(b)    Lessee shall not service or store any vehicles in the Common Areas. 

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

2.7    Common Areas- Definition. The term “Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading
areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas. 
 2.8    Common Areas- Lessee’s
Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions
governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be
permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition
to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 

2.9    Common Areas- Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the
exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care,
and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and
conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. 
 2.10 Common
Areas-Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time: 
 (a)    To make
changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas,
walkways and utility raceways; 
 (b)     To close temporarily any of the Common Areas for maintenance purposes so long
as reasonable access to the Premises remains available; 
 (c)     To designate other land outside the boundaries of the
Project to be a part of the Common Areas; 
 (d)     To add additional buildings and improvements to the Common Areas;

 (e)     To use the Common Areas while engaged in making additional improvements, repairs or alterations to the
Project, or any portion thereof; and 
 (f)    To do and perform such other acts and make such other changes in, to or
with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 
 3.
    Term. 
 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified
in Paragraph 1.3. 
 3.2    Early Possession. Any provision herein granting Lessee Early Possession of the
Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the
Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the
obligations to pay Lessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date.

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

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

4.1.    Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the
Security Deposit) are deemed to be rent (“Rent”). 
 4.2    Common Area Operating Expenses.
Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease,
in accordance with the following provisions: 
 (a)    “Common Area Operating Expenses” are defined,
for purposes of this Lease, as all costs relating to the ownership and operation of the Project, including, but not limited to, the following: 

(i)     The operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the
replacement, of the following: 
 (aa)     The Common Areas and Common Area improvements, including parking areas,
loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems
and roof drainage systems. 

  

									
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 (bb)     Exterior signs and any tenant directories. 

(cc)     Any fire sprinkler systems. 

(dd)     All other areas and improvements that are within the exterior boundaries of the Project but outside of the
Premises and/or any other space occupied by a tenant. 
 (ii)     The cost of water, gas, electricity and telephone to
service the Common Areas and any utilities not separately metered. 
 (iii)    The cost of trash disposal, pest control
services, property management, security services, owners’ association dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental inspections. 

(iv)     Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. 

(v)     Real Property Taxes (as defined in Paragraph 10). 

(vi)     The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. 

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

(viii)     Auditors’, accountants’ and attorneys’ fees and costs related to the operation, maintenance,
repair and replacement of the Project. 
 (ix)    The cost of any capital improvement to the Building or the Project
not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the
cost of such capital improvement in any given month. Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 

(x)     The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common
Area Operating Expense. 
 (b)    Any Common Area Operating Expenses and Real Property Taxes that are specifically
attributable to the Unit, the Building or to any other building in the Project orto theoperation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and
Real Property Taxes that are not specifically attributable to the Building orto any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. 

(c)    The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to
impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the
same or some of them. 
 (d)    Lessee’s Share of Common Area Operating Expenses is payable monthly on the same day
as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor’s estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to
Lessee a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses for the preceding year. If Lessee’s payments during such year exceed Lessee’s Share, Lessor shall credit the amount of such
over-payment against Lessee’s future payments. If Lessee’s payments during such year were less than Lessee’s Share, Lessee shall pay to Lessor the amount ofthe deficiency within 10 days after delivery by Lessor to Lessee of the
statement. 
 (e)    Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third
parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. 

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

5.    Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for
Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount
already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of
the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this
Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore
to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in
Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is,
in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial
condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied
by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear
interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH’S RENT. 

6.     Use. 

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

  

									
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 6.2    Hazardous Substances. 

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

(b)    Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has
come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other
documentation which it has concerning the presence of such Hazardous Substance. 
 (c)    Lessee Remediation.
Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all
Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the
Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. 

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

(e)     Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and
assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of Hazardous Substances on
the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but
not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. 

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

(g)     Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.l(e)) occurs during the term
of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to
Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense,
in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30
days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a
termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the
then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and
Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall
terminate as ofthe date specified in Lessor’s notice of termination. 
 6.3    Lessee’s Compliance with
Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable
fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect or become
effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable
Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the
failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other
condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. 

6.4     Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and
consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the
Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or
be imminent, or the inspection is requested or ordered by a 

  

									
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governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or
contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor. Lessee acknowledges that any failure on its part to allow such
inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such
inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to
the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to allow such inspection and/or testing. Such increase
in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 

 

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



 

	 	7.1	 Lessee’s Obligations. 



(a)    In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 ( Lessee’s
Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for
Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to
Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC
equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility
of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required
by Paragraph 7.l(b) below. Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. 

(b)    Service Contracts. Lessor shall, subject to reimbursement pursuant to Paragraph 4.2,
Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, and (iii) clarifiers. However, Lessor reserves the right,
upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.  

(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon
the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and
repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. 
 (d) Replacement. Subject
to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph
7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to
pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of
which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any me. 

7.2    Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2
(Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations,
exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and
utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces
of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. 
  

	 	7.3	 Utility Installations; Trade Fixtures; Alterations. 



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

(b)    Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without
Lessor’s prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to
Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement
for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a
sum equal to 3 month’s Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the
prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or
Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which
costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon
Lessee’s posting an additional Security Deposit with Lessor. 
 (c)    Liens; Bonds. Lessee shall pay, when
due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any
interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall
pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand,
indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and costs. 

  

									
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	 	7.4	 Ownership; Removal; Surrender; and Restoration. 



(a)    Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all
Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and
Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee
with the Premises. 
 (b)    Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and
not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any
time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. 

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

	8.	 Insurance; Indemnity. 



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

	 	8.2	 Liability Insurance. 



(a)    Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of
insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant
thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 $1,000,000 per occurrence with an annual aggregate of not less than $5,000,000
$2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises”
Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of
Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies)
which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. 

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

	 	8.3	 Property Insurance - Building, Improvements and Rental Value. 



(a)    Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the
name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist
from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal
property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake
unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.
Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not
less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000
per occurrence. 
 (b)    Rental Value. Lessor shall also obtain and keep in force a policy or policies in the
name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall contain an agreed
valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. 

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

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

	 	8.4	 Lessee’s Property; Business Interruption Insurance; Worker’s Compensation Insurance.



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

(b)    Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in
amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such
perils. 
 (c)    Worker’s Compensation Insurance. Lessee shall obtain and maintain Worker’s
Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a ‘Waiver of Subrogation’ endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of
insurance or copy of the policy required by paragraph 8.5. 
 (d)    No Representation of Adequate Coverage.
Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease. 

  

									
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 8.5    Insurance Policies. Insurance required herein shall be by
companies maintaining during the policy term a “General Policyholders Rating” of at least A-, VII, as set forth in the most current issue of “Best’s Insurance Guide”, or such other
rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or
certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at
least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to
Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain
the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 

8.6    Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release
and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers
is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against
Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 
 8.7    Indemnity.
Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all
claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, a Breach of the Lease by Lessee and/or the use and/or
occupancy of the Premises and/or Project by Lessee and/or by Lessee’s employees, contractors or invitees. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 

8.8    Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by
Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees,
customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or
other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or
from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to
Lessee’s business or for any loss of income or profit therefrom. Instead, it is intended that Lessee’s sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain
pursuant to the provisions of paragraph 8. 
 8.9    Failure to Provide Insurance. Lessee acknowledges that any
failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain.
Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be
automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect
to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 

 

	9.	 Damage or Destruction. 



 

	 	9.1	 Definitions. 



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

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

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

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

(e)    “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving
the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 

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

  

									
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 9.3    Partial Damage - Uninsured Loss. If a Premises Partial
Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible
at Lessor’s expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by
Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the
termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days
after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required
commitment, this Lease shall terminate as of the date specified in the termination notice. 
 9.4    Total
Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct
of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6. 

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

 

	 	9.6	 Abatement of Rent; Lessee’s Remedies. 



(a)    Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance
Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of
the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein. 
 (b)    Remedies. If Lessor is obligated to
repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration,
give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or
restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect.
“Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 

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

	10.	 Real Property Taxes. 



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

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

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

10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable
proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other
information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive. 
 10.5
Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained
in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor.
If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable
to Lessee’s property. 
 11.    Utilities and Services. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. (See Addendum). Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole
judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash
receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may . increase Lessee’s 

  

									
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Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or
discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions. 

 

	12.	 Assignment and Subletting. 



12.1 Lessor’s Consent Required. 

(a)    Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively,
“assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent. Lessor’s written consent is not required for any sublease to an affiliated
entity of Lessee under common ownership and/or control with Lessse and if sublessee cannot procure an equal guaranty or letter of credit as Lessee, the Letter of Credit of Lessee shall remain in full force and effect. 

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

(c)    The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale,
acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction
of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior
to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee” shall mean the net worth
of Lessee (excluding any guarantors) established under generally accepted accounting principles. 
 (d)    An assignment
or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.l(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment
or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental
adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and
non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. 

(e)    Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or
injunctive relief. 
 (f)    Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is
in Default at the time consent is requested. 
 (g)    Notwithstanding the foregoing, allowing a de minimis
portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor inconnection with the installation of a vending machine or payphone shall not constitute a subleting. 

12.2 Terms and Conditions Applicable to Assignment and Subletting. 

(a)    Regardless of Lessor’s consent, no assignment or subletting shall : (i) be effective without the express
written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance
of any other obligations to be performed by Lessee. 
 (b)    Lessor may accept Rent or performance of Lessee’s
obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of
Lessor’s right to exercise its remedies for Lessee’s Default or Breach. 
 (c) Lessor’s consent to any assignment or
subletting shall not constitute a consent to any subsequent assignment or subletting. 
 (d)    In the event of any
Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting
Lessor’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. 

(e)    Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to
Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together
with a fee of $1,500$500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably
requested. (See also Paragraph 36) 
 (f)    Any assignee of, or sublessee under, this Lease shall, by reason of
accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation
herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in
writing. 
 (g)    Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee
any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 

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

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

(b)    In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. 
 (c)    Any
matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. 
 (d)    No
sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent. 

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

  

									
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	13.	 Default; Breach; Remedies. 



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

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

(b)    The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,
whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3
business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT TO RECOVER POSSESSION OF THE
PREMISES. 
 (c)    The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of
waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. In the event that Lessee commits waste,
a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. 

(d)    The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements,
(ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or
Guarantor, (vii) any document requested under Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this
Lease, where any such failure continues for a period of 10 days following written notice to Lessee. 
 (e)    A Default
by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.l(a), (b), (c) or (d), above, where such Default continues for a period
of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said
30 day period and thereafter diligently prosecutes such cure to completion. 
 (f)    The occurrence of any of the
following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a
petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease,
where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such
seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining
provisions. 
 (g)    The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was
materially false. 
 (h)    If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the
death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy
filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to
provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in
case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand,
and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: 

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

(b)    Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event
Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to
possession. 
 (c)    Pursue any other remedy now or hereafter available under the laws or judicial decisions of the
state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters
occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises. 
 13.3 Inducement Recapture.
Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for
Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and
conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease 

  

									
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and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be
immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by
Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 
 13.4
Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for
notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents
a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor
prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this
Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance. 
 13.5 Interest. Any
monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest (“Interest”) charged shall be computed at the rate of 10% per
annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 

13.6 Breach by Lessor. 

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

(b)    Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach
within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to
perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to reimbursement from Lessor for any such expense in excess of
such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 
 14.    Condemnation.
If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date
the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of the parking spaces is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in
writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures,
without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of
the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

 15.    Reserved.Brokerage Fees. 

15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) if Lessee
exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the
consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in
effect at the me the Lease was executed. 
 15.2 Assumption of Obligations. Any buyer or transferee of Lessor’s
interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for
brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Brokermay send written notice to Lessor and Lessee of such
failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of
any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed. 

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

16.     Estoppel Certificates. 

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

(b)    If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the
Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting
Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and
the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and
potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the 

  

									
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Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by
an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor
will incur by reason of Lessee’s failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to provide the Estoppel Certificate
nor prevent the exercise of any of the other rights and remedies granted hereunder. 
 (c)    If Lessor desires to
finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth. 
 17.    Definition of Lessor. The term “Lessor” as used
herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the
Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall
be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be
binding only upon the Lessor as hereinabove defined. 
 18.    Severability. The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 

19.    Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall
mean and refer to calendar days. 
 20.    Limitation on Liability. The obligations of Lessor under this Lease shall not
constitute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this
Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 

21.    Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by
the Parties under this Lease. 
 22.    No Prior or Other Agreements; Broker Disclaimer. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is
relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with
respect thereto or with respect to any default or breach hereof by either Party. 
 23.     Notices. 

23.1    Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing
and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other
specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party
or parties at such addresses as Lessor may from time to time hereafter designate in writing. 
 23.2    Date of
Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice
shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours
after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday,
it shall be deemed received on the next business day. 
 24.     Waivers. 

(a)    No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a
waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render
unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. 

(b)    The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee
may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever
unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. 
 (c)    THE
PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 

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

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

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


  

									
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 above. 

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

(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or
other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys’ fees), of any
Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any
gross negligence or willful misconduct of such Broker. 
 (c) Lessor and Lessee agree to identify to Brokers as
“Confidential” any communication or information given Brokers that is considered by such Party to be confidential. 


















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

27.    Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity. 
 28.    Covenants and Conditions; Construction of Agreement. All
provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease.
Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

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

30.     Subordination; Attornment; Non-Disturbance. 

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of
trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions
thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may
elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding
the relative dates of the documentation or recordation thereof. 
 30.2 Attornment. In the event that Lessor transfers title to the
Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions
of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this
Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations, except that such
new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior
lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the
execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a
“Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested
by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the
Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the
execution and delivery of a Non-Disturbance Agreement. 
 30.4 Self-Executing. The agreements
contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and
Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 

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

32.    Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the
Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such


  

									
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alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises as long as there is no material adverse effect on Lessee’s use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 

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

34.    Signs. Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For
Lease” signs during the last 6 months of the term hereof. Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent.
All signs must comply with all Applicable Requirements. 
 35.    Termination; Merger. Unless specifically stated
otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such
lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest. 

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

37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published BY AIR CRE. 

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

38.    Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and
provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. Lessee acknowledges that the the area adjacent to and surrounding the
Project is undergoing revitalization which may result in loud construction noise and that such noise or disturbance shall not constitute and Breach or Default of this Lease by the Lessor. 

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

39.1 Definition. “Option” shall mean: (a) the right to extend or reduce the term of or renew this Lease or to
extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of
first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 
 39.2 Options Personal To
Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the
Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 
 39.3
Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 

39.4 Effect of Default on Options. 

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

(b)    The period of time within which an Option may be exercised shall not be extended or enlarged by reason of
Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a). 
 (c)    An Option shall
terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to
pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 

40.    Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of
guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of
third parties. 
 41.    Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of
Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights,
dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 

42.    Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one
Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there
shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to
recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest” within 6 months shall be deemed to have waived its right to protest such payment.


  

									
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 43.     Authority; Multiple Parties; Execution. 

(a)    If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each
individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party
satisfactory evidence of such authority. 
 (b)    If this Lease is executed by more than one person or entity as
“Lessee”, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind
all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. 

(c)    This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. 
 44.    Conflict. Any conflict between the printed
provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 

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

46.    Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the
modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a
Lender in connection with the obtaining of normal financing or refinancing of the Premises. 
 47.    Waiver of Jury Trial. THE
PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 

48.     Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising
out of this Lease ☐ is ☑ is not attached to this Lease. 
 49.     Accessibility; Americans with Disabilities Act.

 (a)     The Premises: 

☑ have not undergone an inspection by a Certified Access Specialist (CASp). Note: 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. 

☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related
accessibility standards pursuant to California Civil Code §55.51et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. 

☐ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable
construction-related accessibility standards pursuant to California Civil Code §55.51et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report
confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. 
 In the event that the
Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. 

(b)    Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes
are dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee’s use of the Premises requires
modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense. 

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

 ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES
OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 
 1.    SEEK ADVICE OF COUNSEL AS TO THE LEGAL
AND TAX CONSEQUENCES OF THIS LEASE. 
 2.    RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE. 
 WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER
THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. 

  

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

							
	Executed at: Carlsbad, California	  	Executed at: Carlsbad, California
	On: March 2, 2022	  	On: March 2, 2022
		
	By LESSOR:	  	By LESSEE:
	    Fabric 2676 State Street, LLC, a California limited liability company	  	    TYRA Biosciences Inc., a Delaware corporation
				
	 By:
  
	 	 Brendan Foote
	  	By:	  	 Todd Harris

	Name Printed: Brendan Foote	  	Name Printed: Todd Harris
	Title: For the Manager CUBRE, LLC	  	Title: CEO
	Phone:	  	Phone:
	Fax:	  	Fax:
	Email:	  	Email:
				
	By	 	  
	  	By:	  	  

	Name Printed:	  	Name Printed:
	Title:	  	Title:
	Phone:	  	Phone:
	Fax:	  	Fax:
	Email:	  	Email:
	Address: 2659 State Street, Suite 100, Carlsbad, CA 92008	  	Address: 2656 State Street Carlsbad, CA 92008
	Federal ID No.:	  	Federal ID No.:

  

			
	BROKER	 	BROKER
		 	
		
	Attn:	 	Attn:
	Title:	 	Title:
		
	Address:	 	Address:
	Phone:	 	Phone:
	Fax:	 	Fax:
	Email:	 	Email:
	Federal ID No.:	 	Federal ID No.:
	Broker/Agent BRE License #:	 	Broker/Agent BRE License #:

 AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@aircre.com 
 NOTICE: No part of these works may be reproduced
in any form without permission in writing. 

  

									
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 RENT ADJUSTMENT(S) 

STANDARD LEASE ADDENDUM 

Dated:    March 2, 2022 

By and Between 

Lessor:    Fabric 2676 State Street, LLC, a California limited liability company 

Lessee:    TYRA Biosciences, Inc., a Delaware corporation 

Property Address:    2676 State Street, Carlsbad, California 92008 

                     
              (street address, city, state, zip) 
 Paragraph: 89 

 

	A.	 RENT ADJUSTMENTS: 



The monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s) indicated below: 

(Check Method(s) to be Used and Fill in Appropriately) 
  

	☐	 I. Cost of Living Adjustment(s) (COLA) 



a. On (Fill in COLA Dates): the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the
Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): ☐ CPIW (UrbanWage Earners and Clerical Workers) or ☐ CPI U (All Urban CConsumers), for
(Fill in Urban Area):         , All Items (1982-1984 = 100), herein referred to as “CPI”. 

b. The monthly Base Rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent
set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above
during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): the ☐first month of the term of this Lease as set forth in paragraph
1.3 (“BaseMonth”) or ☐(Fill in Other “BaseMonth”): . The sum so calculated shall constitute the newmonthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base
Rent payable for themonth immediately preceding the Base Rent adjustment. 
 c. In the event the
compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used tomake such calculation.
In the event that the Parties cannot agree on such alternative index, then thematter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the
decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. 
  

	☐	 II. Market Rental Value Adjustment(s) (MRV) 



a. On (Fill inMRV Adjustment Date(s): the Base Rent shall be adjusted to the “Market Rental Value” of the property as
follows: 
 1) Four months prior to eachMarket Rental Value Adjustment Date described above, the Parties shall attempt to
agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached within thirty days, then: 

(a) Lessor and Lessee shall immediately appoint amutually acceptable appraiser or broker to establish the new MRV within the next 30
days.Any associated costs will be split equally between the Parties, or 
 (b) Both Lessor and Lessee
shall each immediately make a reasonable determination of theMRV and submit such determination, in writing, to arbitration in accordance with the following provisions: 

(i) Within 15 days thereafter, Lessor and Lessee shall each select an independent third party ☐appraiser or☐ broker
(“Consultant” check one) of their choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in nego a ng the Lease). The twoarbitrators so appointed shall
immediately select a third mutually acceptable Consultant to act as a third arbitrator.  
 (ii) The 3
arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submittedMRV is the closest thereto. The decision
of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties. 

(iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator mely appointed by one of
them shall reach a decision on his or her own, and said decision shall be binding on the Parties. 
 (iv)
The entire cost of such arbitration shall be paid by the party whose submittedMRV is not selected, i.e., the one that is NOT the closest to the actual MRV. 

2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparable market transac ons which shall
include, but no limited to, rent, rental adjustments, abated rent, lease term and financial condition of tenants. 

3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for themonth immediately preceding the
rent adjustment. 

  

									
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 b. Upon the establishment of each New Market Rental Value: 

1) the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and 

2) the first month of each Market Rental Value term shall become the new ‘Base Month’ for the purpose of calculating any
further Adjustments. 




☑ III.    Fixed Rental Adjustment(s) (FRA) 
 The Base Rent shall be increased to the
following amounts on the dates set forth below: [fixed three percent (3%) annual increases over the previous year’s Base Rent. Base Rent figures below, based on 7,377 square feet and Base Rent of $5.35 per square for lease month 1-12. If the
square footage of the Premises is increased as provided in the Lease, the Base Rent’s figures below shall be increased accordingly.] 
  

			
	On (Fill in FRA Adjustment Date(s)):	  	The New Base Rent shall be:
	 Month 13-24
	  	$40,650.95
	 Month 25-36
	  	$41,870.49
	 Month 37-48
	  	$43,126.60
	 Month 49-60
	  	$44,420.40
	 Month 61-72
	  	$45,753.01
	 Month 73-84
	  	$47,125.60
	 Month 85-96
	  	$48,539.37
	 Month 97-108
	  	$49,995.55
	 Month
109-120
	  	$51,495.42

 AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@aircre.com 
 NOTICE: No part of these works may be reproduced
in any form without permission in writing. 

  

									
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 OPTION(S) TO EXTEND 

STANDARD LEASE ADDENDUM 

Dated:    March 2, 2022 

By and Between 

Lessor:    Fabric 2676 State Street, LLC, a California limited liability company 

Lessee:    TYRA Biosciences, Inc., a Delaware corporation 

Property Address:    2676 State Street, Carlsbad, California 92008 

                     
              (street address, city, state, zip) 
 Paragraph:
90     
  

	A.	 OPTION(S) TO EXTEND: 



Lessor hereby grants to Lessee the option to extend the term of this Lease for two (2) additional thirty six
(36)    month period(s) commencing when the prior term expires upon each and all of the following terms and conditions: 

(i)    In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor
must receive the same at least 180 days but not more than 240 days months prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given
and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. 

(ii)    The provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of
this Lease, are conditions of this Option. 
 (iii)    Except for the provisions of this Lease granting an option or
options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. 

(iv)    This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said
original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. 
  

	 	(v)	 The monthly rent for each month of the option period shall be calculated as follows, using the method(s)
indicated below: 


 (Check Method(s) to be Used and Fill in Appropriately) 

☐ I.    Cost of Living Adjustment(s) (COLA) 

a.    On (Fill in COLA Dates): the Base Rent shall be adjusted by the change, if any, from the Base Month specified
below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one):☐ CPI W (Urban Wage Earners and Clerical Workers) or ☐ CPI U (All Urban Consumers), for (Fill in Urban Area): . All
Items (1982­1984 = 100), herein referred to as “CPI”. 
 b.    The monthly Base Rent
payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar
month 2 months prior to the month(s)specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): ☐ the first
month of the term of this Lease as set forth in paragraph 1.3 (“Base Month”) or ☐ (Fill in Other “Base Month”): . The sum so calculated shall constitute the new monthly Base Rent hereunder, but in no event, shall any such
new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment. 

c.    In the event the compilation and/or publication of the CPI shall be transferred to any other governmental
department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted
for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the
Parties. 
  

	☐II.    Market	 Rental Value Adjustment(s) (MRV) 



a.    On (Fill in MRV Adjustment Date(s)) the Base Rent shall be adjusted to the “Market Rental Value” of
the property as follows: 
 1)    Four months prior to each Market Rental Value Adjustment Date
described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then: 

.(a)    Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the
new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or 

(b)    Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such
determination, in writing, to arbitration in accordance with the following provisions: 

  

									
	 	 		 	 	  		  	
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 (i)    Within 15 days thereafter, Lessor and Lessee shall each
select an independent third party ☐ appraiser or ☐ broker (“Consultant” ­check one) of their choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in negotiating the
Lease). The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. 

(ii)    The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to
what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the
closest to the actual MRV shall thereafter be used by the Parties. 
 (iii)    If either of the Parties
fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. 

(iv)    The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie.
the one that is NOT the closest to the actual MRV. 
 2)    When determining MRV, the Lessor, Lessee
and Consultants shall consider the terms of comparable market transactions which shall include, but not limited to, rent, rental adjustments, abated rent, lease term and financial condition of tenants. 

3)    Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for the month
immediately preceding the rent adjustment. 
 b.    Upon the establishment of each New Market Rental
Value: 
 1)    the new MRV will become the new “Base Rent” for the purpose of calculating
any further Adjustments, and 
 2)    the first month of each Market Rental Value term shall become the
new “Base Month” for the purpose of calculating any further Adjustments. 
 ☐ III. Fixed Rental
Adjustment(s) (FRA) 
 The Base Rent shall be increased to the following amounts on the dates set forth below: 

 

			
	On (Fill in FRA Adjustment Date(s)):	 	The New Base Rent shall be:
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        
	        	 	        

 ☑ IV. Initial Term Adjustments 

The formula used to calculate adjustments to the Base Rate during the original Term of the Lease shall continue to be used during the extended term. i.e.
fixed three percent (3%) annual increases over the previous year’s Base Rent shall continue annually. 

B.    NOTICE: 
 Unless
specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease. 

C.    BROKER’S FEE: 

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph
9 of the Sublease. 
 AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email contracts@aircre.com 
 NOTICE: No part of these works may be reproduced
in any form without permission in writing. 

  

									
	 	 		 	 	  		  	
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 ADDENDUM 

THIS ADDENDUM IS TO THE STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE NET DATED FOR REFERENCE PURPOSES ONLY AS OF MARCH 2, 2022 (THE
“LEASE”) BY AND BETWEEN FABRIC 2676 STATE STREET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AS LANDLORD/LESSOR, AND TYRA BIOSCIENCES, INC., A DELAWARE CORPORATION, AS TENANT/LESSEE, FOR THE PREMISES KNOWN AS 2676 STATE STREET,
CARLSBAD, CALIFORNIA. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS ADDENDUM AND THOSE OF THE LEASE, THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL. 
  

			
	 50. EFFECTIVE DATE:
	  	The Lease shall be effective on the date of the full execution and delivery of the Lease by Lessor and Lessee (“Effective Date”).
		
	 51. COMMENCEMENT DATE:
	  	The “Commencement Date” shall be the date Lessor delivers to Lessee actual possession of the Premises with the Lessee Improvements Substantially Completed in accordance with the terms and conditions of the Lease and
the Work Letter and a certificate of occupancy or temporary certificate of occupancy, as applicable, is issued for the Premises.
		
		  	If a Lessee Delay (as defined in Section 3 of the Work Letter) results in the failure to cause the Commencement Date for the Premises to occur on or before June 30, 2023 (the “Anticipated Delivery
Date”), then the Commencement Date shall be June 30, 2023 and the Term of the Lease shall be extended for the number of days commencing on the day after the Anticipated Delivery Date and continuing until the Premises are delivered to
Lessee’s with the Lessee’s Improvements Substantially Completed in accordance with the terms and conditions of the Lease and the Work Letter and a certificate of occupancy or temporary certificate of occupancy, as applicable, is issued for
the Premises. If a Lessee Delay results in the delay of delivery of actual possession of the Premises to Lessee by the date that is one hundred (180) days after the Anticipated Delivery Date, Lessor may terminate this Lease by written notice to
Lessee, whereupon this Lease shall be of no further force or effect and neither party hereto shall have any further rights, duties or liabilities hereunder other than those rights, duties and liabilities which have arisen or accrued hereunder prior
to the effective date of such termination.
		
		  	If a Lessor Delay (as defined in Section 3 of the Work Letter) results in the failure to cause the Commencement Date for the Premises to occur on or before the Anticipated Delivery
Date,














			
		  	then Lessee shall be entitled to an abatement of Base Rent first coming due for one (1) day for each day that occurs after the Anticipated Delivery Date and before the Commencement Date, which such abatement shall be
automatically applied to the next payment(s) of Base Rent due following the Commencement Date. If Lessor has not delivered actual possession of the Premises to Lessee by the date that is one hundred (180) days after the Anticipated Delivery
Date, Lessee may terminate this Lease by written notice to Lessor, whereupon this Lease shall be of no further force or effect and neither party hereto shall have any further rights, duties or liabilities hereunder other than those rights, duties
and liabilities which have arisen or accrued hereunder prior to the effective date of such termination.
		
	 52. LEASE TERM:
	  	The Original Term specified in Paragraph 1.3 of the Lease shall be approximately one hundred twenty (120) months, beginning on the Commencement Date and ending on the last day of the one hundred twentieth (120th) full calendar month after the Commencement Date, subject to Paragraph 51. Either party shall, at the other party’s request, execute and deliver a mutually agreeable memorandum agreement,
setting forth the actual Commencement Date, Expiration Date or, if necessary, a revised rent schedule.
		
	 53. EARLY TERMINATION RIGHT:
	  	Notwithstanding anything to the contrary in this Lease, provided that Lessee has not received written notice of a monetary default under this Lease that then remains uncured as of the date of Lessee’s delivery of the
Termination Notice (as that term is defined below), Lessee shall have the right in its sole and absolute discretion to terminate this Lease during the Original Term only (the “Early Termination Date”) by giving at least six
(6) months’ prior written notice to Lessor not earlier than sixty (60) months following the Commencement Date (the “Termination Notice”). If Lessee elects to give Lessor such a Termination Notice, the Lease shall
terminate on the Early Termination Date with the same effect as if the Term of the Lease had expired on the Early Termination Date, and Lessee agrees to observe all the terms of the Lease regarding vacation and condition of the Premises upon
expiration of the Term in any such case. In consideration of the termination right granted to Lessee hereunder, Lessee agrees to pay to Lessor on the date Lessee delivers its Termination Notice a termination fee equal to twenty-four
(24) month’s Base Rent and Common Area Operating Expenses (“Termination Fee”). Lessee’s payment of the Termination Fee when and as required under this Paragraph is an express condition precedent to Lessee’s
effective exercise


  
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		  	of its termination option hereunder; and if Lessee fails to exercise its termination option when and as provided hereunder, including timely payment of the Termination Fee, Lessee’s exercise of such termination option shall be
void and of no effect, and the Lease shall remain in effect as if Lessee had not attempted the exercise of its termination option. Time is of the essence of this Paragraph.
		
	 54. LEASE CO-TERMINOUS WITH 2656 STATE STREET LEASE:
	  	The term of the lease between Lessee and Fabric 2656 State, LLC for the premises at 2656 State Street, Carlsbad, Ca 92008 (“2656 State Street Lease”) shall hereby be coterminous with the Term of the Lease and
concurrent with execution of the Lease, Lessee and Lessor shall execute an extension and amendment of the 2656 State Street Lease documenting the extension of the term of the 2656 State Street Lease and an early termination right with respect to the
2656 State Street Lease (“2656 State Street Amendment”). Any renewal options exercised by Lessee pursuant to the Lease will apply to the 2656 State Street Lease and will be documented in the 2656 State Street Amendment. Conversely,
any renewal options exercised by Lessee pursuant to the 2656 State Street Lease, will apply to the Lease. However, in no event shall any Termination Notice pursuant to this Paragraph terminate the 2656 State Street Lease prior to sixty
(60) months from the Commencement Date and without at least six (6) months’ written notice of an early termination.
		
	 55. COMMON AREA OPERATING EXPENSES:
	  	Notwithstanding anything to the contrary contained in the Lease, including Paragraph 4.2(a) thereof, Common Area Operating Expenses shall exclude all items set forth on Exhibit “C” attached hereto and made a
part hereof. An estimated budget for calendar year 2023 Common Area Operating Expenses is attached hereto as Exhibit “D” and made a part hereof.
		
	 56. LESSEE IMPROVEMENTS:
	  	Lessor and Lessee’s obligations with respect to the initial improvements in the Premises is set forth in the Lease Work Letter attached hereto as Exhibit “B” and made a part hereof.
		
	 57. CONDITION OF PREMISES:
	  	Paragraph 2.2 of the Lease is hereby deleted and restated in its entirety as follows:
	  	  
 “2.2 Condition. As a material consideration of the Lease,
and for the Lessor to lease the Premises to Lessee, Lessee agrees that except as otherwise set forth in this Lease or the exhibits hereto, no representations respecting the condition of the Premises,
or



  
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		  	promises to decorate, alter, repair or improve the Premises, either before or after the execution hereof, have been made by Lessor to Lessee. Lessor, at Lessor’s cost, shall cause all mechanical, electrical, plumbing, and
heating, ventilating and air-conditioning equipment and systems serving the Premises to be in good working order and repair as of the Commencement Date. Lessor warrants the Premise’s mechanical,
electrical, plumbing, heating and air conditioning will be brand new and in good working order prior to the Commencement Date and for a period of twenty-four (24) months thereafter. Notwithstanding anything to the contrary set forth in the
Lease or the exhibits thereto, Lessor represents to its actual knowledge without a duty to investigate, as of the Commencement Date, there are no damages or defects with respect to the Premises that would not be discoverable during a visual
inspection.”
		
	 58. COMPLIANCE:
	  	Paragraphs 2.3, 2.3(a), (b), and (c), inclusive, are hereby deleted and replaced in their entirety with the following:
		
		  	“2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises as of the Commencement Date comply with the building codes, applicable laws (including without limitation, the Americans
with Disabilities Act of 1990 and Title 24 of the California Code of Regulations (or its successor) and any other similar laws), covenants or restrictions of record, regulations, and ordinances (collectively, the “Applicable
Requirements”) that were in effect at the time that each improvement, or portion thereof, was constructed and Lessee shall have no obligation to remedy any violation of Applicable Requirements which arose on or prior to the Commencement
Date. Lessor and Lessee shall each comply with all Applicable Requirements relating to the Premises.”
		
	 59. PARKING:
	  	Throughout the Term of this Lease, Lessor shall provide Lessee with nine (9) onsite reserved parking space. Lessor shall also provide powered lifts to access nine (9) additional parking spaces, which shall fulfill the off-site parking requirement under the 2656 State Street Lease. Lessor assumes no liability for Lessee’s operating of the powered lift systems unless arising from the gross negligence or willful misconduct of
Lessor.
		
	 60. SIGNAGE:
	  	During the Lease Term, Lessee shall have the right, in compliance with all Applicable Requirements, to signage available on or about the Premises including the Building, but excluding Fabric Offices, and may install additional
signage in Lessee’s discretion, subject to Lessor’s design approval


  
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		  	consistent with the Project’s aesthetic which will not be unreasonably conditioned, withheld or delayed. Lessor represents and warrants to Lessee that there is no declaration of covenants, conditions and restrictions,
reciprocal easement agreement, party wall agreement or similar instruments governing or affecting signage use at the Project. Lessee shall maintain its signage in good condition and repair at all times. Lessee shall be responsible for the cost of
permitting, installing, maintaining, repairing and removing Lessee’s signs, and for removing all of its signs or sign panels, as the case may be, at the expiration or earlier termination of this Lease, and for repairing any damage to the
Building caused by such removal unless otherwise stated in writing by Lessor. The signage granted to Lessee shall be personal to the original Lessee named in the Lease (“Original Lessee”) and any Permitted Transferee. Upon
expiration or termination of the Lease or in the event Lessee violates any of the terms and conditions of this Paragraph, Lessee shall cause such sign to be removed at Lessee’s cost and Lessee shall repair and restore the exterior of the
Building to its substantially same condition prior to installation of Lessee’s sign(s).
		
	 61. LESSEE REPAIR, MAINTENANCE, AND REPLACEMENT OBLIGATIONS:
	  	Paragraph 7.1(a) of the Lease is hereby deleted and restated in its entirety as follows:
	  	  
 “7.1 Lessee’s Obligations.

	  	  
 (a) In General. Lessee shall at all times
during the Term at Lessee’s expense maintain the interior portions of the Premises and all portions of the Lessee Owned Alterations and/or Utility Installations contained therein which do not constitute Lessor Repair Items in a good, clean and
secure condition, excepting reasonable wear and tear, damage caused by casualty or condemnation or by the negligence or willful misconduct of Lessor. Lessee shall, at its expense, promptly repair any damage to the Premises or the Building or Project
resulting from or caused by any negligence or misconduct of Lessee or, at Lessee’s election, such repair shall be completed by Lessor, at Lessee’s sole cost and
expense.”



  
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	 62. LESSOR REPAIR, MAINTENANCE, AND REPLACEMENT OBLIGATIONS:
	  	Paragraph 7.2 of the Lease is hereby deleted and restated in its entirety as follows:
	  	  
 “7.2 Lessor’s Obligations.

	  	  
 (a) Lessor Repair Items. Lessor, shall, at
Lessor’s expense, repair, maintain and replace, in a manner consistent with that maintained by landlords of comparable buildings, the roof (including roof membrane), foundations, exterior walls, structural elements of the Building, interior
bearing walls, curtain wall, exterior glass (excluding maintenance or repair which is the obligation of Lessee under Paragraph 7.1(a) above) and mullions, columns, beams, Building mechanical, electrical and telephone, the base Building mechanical,
electrical, life safety, plumbing, sprinkler and HVAC systems, fire sprinkler system (only to the extent required by the City of Carlsbad) and parking lift systems, and the Common Areas of the Project, walkways, parkways, driveways, landscaping,
fences, landlord’s nameplate sign, utility systems serving the Common Areas and all parts thereof, and any other capital expenditures of any kind of nature (collectively, “Lessor Repair Items”). Except for matters covered by
the waiver of subrogation contained in Paragraph 8.6 of the Lease, any damage caused by or repairs necessitated by any negligence or act of Lessee may be repaired by Lessor at Lessor’s option and Lessee’s expense. Lessee shall give Lessor
prompt written notice (and will endeavor to give such notice within 5 business days) of discovery of the damage, of any defect or need of repairs in such components of the Building for which Lessor is responsible, after which Lessor shall have a
reasonable opportunity and the right to enter the Premises at all reasonable times to repair same.

		
		  	 (b) Capital Expenditure. Without limiting Lessor Repair Items, at all times during the Lease Term, Lessor shall,
at its sole cost and expense, perform all repairs, improvements and replacements that are solely “capital in nature” (each a “Capital Expenditure”), except to the extent such Capital Expenditure arises due to
Lessee’s breach of its repair and maintenance obligations (in which case such Capital Repair shall, at Lessee’s election, be completed by Lessee or Lessor, and, in any event, at Lessee’s sole cost and expense). As used herein, the
term “capital in nature” shall mean any expenditure that would normally be “capitalized,” as opposed to “expensed,” under US generally accepted accounting principles (“GAAP”); provided, however,
that if GAAP does not address the specific expenditure, then the parties agree to apply sound real estate accounting and management principles to make such determination.



  
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		  	 In the event that Landlord must replace any of the Capital Lab Improvements, then the cost of such replaced Capital Lab
Improvement shall be amortized on a straight basis based on a 120 month useful life and Lessee shall pay its pro-rata share of such amortized costs for the remainder of the Option Term. As used herein, the
“Capital Lab Improvements” individually and collectively refer to the lab improvements set forth on Exhibit “E” attached hereto and made a apart hereof.

		
		  	 (c) Abatement Event. In the event that Lessee is prevented from using, and does not use, the Premises or any
portion thereof, as a result of any repair, maintenance or alteration activities performed by Lessor, under circumstances where such activities substantially interferes with Lessee’s use of the Premises, expressly excluding any damage caused by
or repairs necessitated by any negligence or act of Lessee (any such set of circumstances to be known as an “Abatement Event”), then Lessee shall give Lessor notice of such Abatement Event, and if such Abatement Event
continues for ten (10) business days after Lessor’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Lessee’s Share of Common Area Operating Expenses shall be abated or reduced, as the
case may be, from the commencement of the Eligibility Period for such time that Lessee continues to be so prevented from using, and does not use, the Premises, or a portion thereof, in the proportion that the rentable area of the portion of the
Premises that Lessee is prevented from using, and does not use (“Unusable Area”), bears to the total rentable area of the Premises; provided, however, in the event that Lessee is prevented from using, and does not use, the Unusable
Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Lessee to effectively conduct its business therein, and if Lessee does not conduct its business from such remaining
portion, then for such time from the commencement of the Eligibility Period during which Lessee is so prevented from effectively conducting its business therein, the Base Rent and Lessee’s Share of Common Area Operating Expenses for the entire
Premises shall be abated for such time as Lessee continues to be so prevented from using, and does not use, the Premises. If, however, Lessee reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupies portion,
based on the proportion that the rentable area of such reoccupies ortion of the Premises bears to the total rentable area of the Premises, shall be payable by Lessee from the date Lessee reoccupies such portion of the
Premises.”



  
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	 63. JANITORIAL SERVICE:
	  	Lessor will be responsible for janitorial services for the Common Areas. Lessee shall be solely responsible for performing all janitorial services and other cleaning of the Premises appropriate to maintain the Premises in a manner
and consistent with comparable buildings.
		
	 64. REFUSE/TRASH:
	  	The Building’s trash removal contract shall be held by Lessee. Collection will occur as reasonably required for the Building and will include, without limitation, all ordinary office refuse and rubbish, bio/medical waste,
“wet trash” and construction debris, and cleaning with respect thereto.
		
	 65. HAZARDOUS SUBSTANCES:
	  	Notwithstanding anything to the contrary contained in the Lease, including Paragraph 6.2 thereof, Lessee shall not be responsible for any of the cost of removing, investigating, sampling, testing, and/or remediating any Hazardous
Substances (including without limitation asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls and all other substances hazardous to human health) from the Premises or the Building and appurtenant land, except to the extent that
such Hazardous Substances were introduced through fault of Lessee or its employees. Furthermore, notwithstanding anything to the contrary contained in the Lease, Lessor agrees that Lessee may use, store and properly dispose of certain bio-waste and other laboratory chemicals and waste used in connection with Lessee’s lab operations (collectively, the “Permitted Bio-Hazards”). Lessor
and Lessee acknowledge that any or all of the Permitted Bio-Hazards may constitute Hazardous Substances. Lessee may use, store and dispose of same, and Lessee shall fully comply with all Applicable
Requirements and the Permitted Use.
		
		  	The following is hereby added as a new Paragraph 6.2(h) of the Lease:
		
		  	“Without limitation of any other rights and remedies available to Lessee at law or in equity, Lessee shall have the option to terminate the Lease by written notice to Lessor if as a result of any Hazardous Substances which are
present on or under the Premises or Building, including as a result of any Hazardous Substances which may migrate onto or under the Premises and the Building from other properties, except to the extent that such Hazardous Substances were introduced
through fault of Lessee


  
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		  	or its employees (i) Lessee’s use is materially impaired as to ten percent (10%) or more of the Building, (ii) the Building is rendered physically unusable for the ordinary conduct of Lessee’s business for a
period of ninety (90) consecutive days or more, or (iii) any governmental or quasi-governmental agency issues an order to Lessor or Lessee which requires Lessee to vacate ten percent (10%) or more of the Building for ninety
(90) consecutive days or more. To exercise the foregoing termination option, Lessee must provide Lessor with written notice of such termination by the earlier of (a) the cessation of the interfering event, or (b) upon Lessee’s
determination that the interfering event will last longer than ninety (90) days. No Termination Fee shall apply with respect to any termination under this Section 65.”
		
	 66. LESSOR’S INDEMNIFICATION REGARDING HAZARDOUS
SUBSTANCES:
	  	Paragraph 6.2(e) of the Lease is hereby deleted and replaced in its entirety with the following:
	  	  
 “(e) Lessor Indemnification. Lessor shall, at
Lessor’s sole cost (without reimbursement as an Common Area Operating Expense or otherwise), comply with all applicable Legal Requirements pertaining to, and shall indemnify, defend and hold Lessee harmless from, any claims, liabilities, costs
or expenses incurred or suffered by Lessee arising from: (i) the existence of Hazardous Substances in, on, around or under the Premises and Building (other than and to the extent of Hazardous Substances brought thereon by Lessee), (ii)
Hazardous Substances which may migrate into, onto or under the Premises and Building from other properties after the Commencement Date, and (iii) the bringing, using, permitting, generating, emitting or disposing of Hazardous Substances in
violation of applicable Legal Requirements by Lessor or any of Lessor’s agents, employees, contractors, suppliers or invitees on, in or under the Premises and Building or through the soils of or under the Premises and Building during the Term.
Lessor’s indemnification and hold harmless obligations include, without limitation, the following: (i) claims, liability, costs or expenses resulting from or based upon administrative, judicial (civil or criminal) or other action, legal or
equitable, brought by any private or public person under common law or under applicable Law, (ii) claims, liabilities, costs or expenses pertaining to the identification, monitoring, cleanup, containment, or removal of Hazardous Substances from
soils, riverbeds or aquifers including the provision of an alternative public drinking water source, and (iii) all costs of defending



  
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		  	such claims. The foregoing obligations of Lessor shall survive the expiration or earlier termination of this Lease.”
		
	 67.  DAMAGE OR DESTRUCTION:
	  	Paragraphs 9.1 through and including 9.7, inclusive, of the Lease are hereby deleted and replaced in its entirety with the following:
		
		  	 “9. Damage or Destruction.
  

(a) Lessor covenants and agrees that in case of damage or destruction of the Premises, Building or any other improvements on or after the Commencement Date by
fire, casualty or otherwise, Lessor shall promptly restore, repair, replace and rebuild the Premises and/or Building as nearly as possible to the condition that the same were in immediately prior to such damage or destruction. Such restoration,
repairs, replacements, rebuilding, changes and alterations, including the cost of temporary repairs for the protection of the Building, or any portion thereof, pending completion thereof are sometimes hereinafter referred to as the
“Restoration.” All insurance monies payable on account of such property damage or destruction (but excluding any insurance proceeds arising from claims not directly related to property damage) shall be applied to the payment of the
costs of the Restoration. Notwithstanding anything to the contrary herein contained, if (i) the Restoration is not, in any event, completed within one hundred eighty (180) days after the date of damage, destruction or other casualty or
(ii) the Completion Estimate (as defined below) indicates that the Restoration cannot be completed within one hundred eighty (180) days after the date of casualty, Lessee shall have the right to terminate this Lease, in the case of
subsection (i), upon thirty (30) days prior written notice delivered to Lessor prior to the date the Restoration is completed and, in the case of subsection (ii), by written notice delivered to Lessor within thirty (30) days following
Lessee’s receipt of the Completion Estimate. Upon completion of the Restoration, Lessor shall be entitled to any insurance monies then remaining.
  

(b) From and after any destruction of or damage to the Building or any portion thereof, by fire, casualty or otherwise, which results in the inability of
Lessee to conduct its business, in whole or in material part, at the Premises, all Rent and all other charges payable by Lessee hereunder shall abate from the date of such suspension of business until the earlier of (a) the date such business
is resumed, or (b) the completion of Restoration; and in connection therewith, if the Building is damaged in part but



  
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		  	 Lessee elects to continue to conduct its business therein, the Rent shall abate and be diminished in proportion to that part of the Premises
which is rendered unusable.
  
 (c) If all or any portion of the Premises is
damaged as a result of fire, casualty or otherwise, Lessor shall, with reasonable promptness, cause an architect or general contractor selected by Lessor to provide Lessor and Lessee with a written estimate of the amount of time required to
substantially complete the repair and restoration of the Premises, using standard working methods (“Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within six (6) months
from the date of damage, then either Party shall have the right to terminate this Lease by giving written notice to the other of such election within thirty (30) days after receipt of the Completion Estimate. Lessee, however, shall not have the
right to terminate this Lease if the fire or casualty was caused by the negligence or conduct of Lessee or its employees.”

		
	 68.  LESSEE DEFAULT:
	  	 Paragraph 13.1 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.1 Default; Breach. A “Default” is defined as a failure
by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee
to cure such Default within any applicable grace period: (i) any failure by Lessee to pay rent or to make any other payment required to be made by Lessee hereunder, where such failure continues for five (5) days after Lessee’s receipt
of written notice of such delinquency from Lessor; (ii) a failure by Lessee to observe and perform any other provision of this Lease to be observed or performed by Lessee, where such failure continues for thirty (30) days after
Lessee’s receipt of written notice thereof from Lessor; provided, that if the nature of the default is such that it cannot reasonably be cured within such 30-day period, Lessee shall not be deemed to be
in default if Lessee commences within such period to cure the default and thereafter diligently prosecutes the cure to completion; (iii) the making by Lessee of any general assignment for the benefit of creditors or the filing by or against
Lessee of a petition to have Lessee adjudged bankrupt or of a petition for reorganization or arrangement under any Laws relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within
thirty



  
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		  	(30) days after the filing); (iv) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; (v) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not
discharged within thirty(30) days; or (vi) Abandonment (as defined in California Civil Code Paragraph 1951.3) of the Premises by Lessee coupled with a failure to pay rent. The notice requirements set forth herein are in lieu of and not in
addition to the notices required by applicable Laws, provided that such notices are given in the manner required by such statute.”
		
	 69.  LESSOR REMEDIES:
	  	 Paragraph 13.2 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.2 Remedies. Upon Breach of this Lease by Lessee, Lessor shall have the
option to pursue any one or more of the following remedies:
  

(a)    Terminate this Lease, in which event Lessee shall immediately surrender the Premises to Lessor, and if Lessee
fails to do so, Lessor may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the
Premises or any part thereof, without being liable for prosecution or any claim for damages therefor; and Lessor may recover from Lessee the following:
  

(i)    The worth at the time of award of any unpaid rent which has been earned at the time of such termination;
plus
  
 (ii)    The worth at the time of award
of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; plus

 
 (iii)    Subject to California Civil Code
Paragraph 1951.2(c), the worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided;
plus



  
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		  	 (iv)    Any other amount necessary to compensate Lessor for all the detriment caused by Lessee’s
failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.
  

The term “rent” as used in this Paragraph 13.2 shall be deemed to be and to mean all sums of every nature required to be paid by Lessee pursuant to
the terms of this Lease to Lessor. As used in Paragraphs 13.2(a)(i) and 13.2(a)(ii), above, the “worth at the time of award” shall be eight percent (8%) per year (the “Interest Rate”), compounded annually, but in no case
greater than the maximum amount of such interest permitted by law.
  

(b)    Lessor shall have the remedy described in California Civil Code Paragraph 1951.4 (lessor may continue lease in
effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Lessor does not elect to terminate this Lease on account of
any default by Lessee, Lessor may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.”

		
	 70.  INDUCEMENT RECAPTURE:
	  	 Paragraph 13.3 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.3 Inducement Recapture. As used herein, the
“Inducements” mean Lessor’s agreement to provide Lessee with tenant improvements for Lessee paid for or performed by Lessor, up to a maximum of $750,000. The Inducements have been provided to Lessee are conditioned upon
Lessee’s performance of all of the terms, and conditions and covenants hereunder collectively, “Inducement Provisions”). Upon the occurrence of a Breach resulting in a termination of this Lease within the first sixty
(60) months after the Commencement Date under this Lease by Lessee, the remaining unamortized portion of amount of the Inducements given or paid by Lessor under the Inducement Provisions shall be immediately due and payable by Lessee; provided,
that the Inducement Provisions shall be automatically deleted from this Lease and be of no further force and effect on the sixtieth (60th) month after the Commencement Date. As of the Commencement Date, the total amount of Inducements subject to
this Section 70 shall be deemed to equal $750,000, and such Inducement amount shall automatically be reduced each month by $6,250.00 during the Term.”



  
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	 71.  LATE CHARGES:
	  	 Paragraph 13.4 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be
imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor by the due date, the, without any requirement of notice to Lessee, Lessee shall promptly pay to Lessor a one-time
late charge equal to eight percent (8%) of each such overdue amount or $100, whichever is greater; provided, however, with regard to the first such failure during any consecutive twelve (12) calendar month period, Lessor will waive such late
charge to the extent Lessee cures such failure within three (3) business days following Lessee’s receipt of written notice from Lessor that the same was not received when due. The parties hereby agree that such late charge represents a
fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor
prevent the exercise of any of the other rights and remedies granted hereunder.”

		
	 72.  INTEREST:
	  	 Paragraph 13.5 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.5 Interest. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due shall bear interest from the due date. The interest (“Interest”) charged shall be eight percent (8%); provided, however, with regard to the first such failure during any consecutive twelve
(12) calendar month period, Lessor will waive such interest to the extent Lessee cures such failure within three (3) business days following Lessee’s receipt of written notice from Lessor that the same was not received when due.
Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.”



  
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	 73.  LESSOR’S DEFAULT:
	  	 Paragraph 13.6 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “13.6 Breach by Lessor. If Lessor fails to perform any of its obligations,
covenants or agreements under this Lease, Lessee shall give Lessor written notice of such failure and shall give Lessor a reasonable time (as defined below) to cure such failure prior to any claim for breach or resultant damages. For purposes of
this paragraph, a “reasonable time” shall mean the earlier of (a) fifteen (15) days after Lessor’s receipt of written notice from Lessee stating Lessor’s failure, if the failure to immediately cure such default is not
likely to result in imminent damage to property, harm or injury to persons, or a material interference with Lessee’s ability to use the Premises for the Permitted Use; provided, however, that if such default cannot reasonably be cured within
such fifteen (15) day period, then Lessor shall not be deemed in default if it commences within such period to cure and thereafter diligently prosecutes the same to completion, (b) five (5) days after Lessor’s receipt of written
notice from Lessee stating Lessor’s failure has resulted in material interference with Lessee’s ability to use the Premises for the Permitted Use; provided, however, that if such failure cannot reasonably be cured within such five
(5) day period, then Lessor shall not be deemed in default if it commences within such period to cure and thereafter diligently prosecutes the same to completion, and (c) as soon as reasonably possible if the failure to immediately cure
such default is likely to result in imminent damage to property or harm or injury to persons. If Lessor fails to cure any Lessor’s default within the applicable notice and cure periods, then, in addition to its other rights and remedies, Lessee
shall have the right to cure Lessor’s default and to recover from Lessor the cost of the cure together with interest thereon at the Interest Rate from the date of such payment was due from Lessor until the date of the repayment. If Lessor fails
to reimburse Lessee for all such amounts within thirty (30) days after Lessee’s request for the same, Lessee shall have the right to offset all such undisputed amounts against Rent.”

		
	 74.  ADDITIONAL PERMITTED TRANSFERS:
	  	Notwithstanding anything to the contrary contained in the Lease, including Paragraph 12 thereof, Lessee may, without Lessor’s prior consent, transfer or assign this Lease to (each of the following of which shall be referred to
in this Lease as a “Permitted Transfer”): (i) a subsidiary, parent, affiliate, division or corporation controlled by or under common control with Lessee (each, a “Lessee Affiliate”); (ii) an entity succeeding Lessee
by merger, consolidation, non-bankruptcy


  
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		  	reorganization, or government action; or (iii) a purchaser of all or substantially all of Lessee’s business or assets (each, a “Permitted Transferee”); provided however, that if such Permitted Transferee
cannot procure an equal letter of credit as Lessee prior to such transfer or assignment, the Letter of Credit of Lessee must and shall remain in full force and effect for the entire Term of the Lease or until the Permitted Transferee is able to
procure an equal Letter of Credit. For the purposes of the Lease, the following shall not be deemed an assignment or sublease of the Premises and thus may occur without the prior consent of Lessor: (1) any public or private offering of
Lessee’s capital stock or the sale of Lessee’s capital stock through any public exchange, (2) Lessee’s use at the Premises of independent contractors or (3) the use or occupancy of the Premises or any portion thereof by any
subsidiary, parent, contractor or Lessee Affiliate. Notwithstanding the foregoing, prior to an attempted Permitted Transfer, Lessee must notify Lessor of any such assignment or transfer prior to the effective date thereof and promptly provide Lessor
with any documents or information reasonably requested by Lessor regarding such assignment or sublease to such Lessee Affiliate or Permitted Transferee.
		
	 75.  CONDEMNATION:
	  	 The first two sentences of Paragraph 14 of the Lease are hereby deleted and replaced in their entirety with the following:

 
 “If the Premises or any portion thereof are taken under the power of eminent domain
or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If
(a) more than 10% of the floor area of the Premises is taken by Condemnation, or (b) the remaining space unaffected by the taking or condemnation is not reasonably suitable for Lessee’s use or the conduct of Lessee’s business, as
determined in Lessee’s reasonable discretion, Lessee may, at Lessee’s option, to be exercised in writing within 30 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 30 days
after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession.”



  
 -16- 














			
	 76.  ESTOPPEL CERTIFICATES:
	  	 Paragraph 16 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “16. Estoppel Certificates. Each Party shall at any time during the Term,
upon not less than ten (10) business days’ prior written notice from the other Party, execute and deliver a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification); (ii) the date to which any rent and other charges have been paid in advance; (iii) that there are not, to the Party’s knowledge, any uncured defaults on the part of the other Party hereunder or specifying such
defaults if they are claimed; and (iv) such other matters as may be reasonably required by the requesting Party. Any such estoppel certificate and any additional certifications requested shall otherwise be in a form reasonably acceptable to the
Party executing the same.”

		
	 77.  LIMITATION ON LIABILITY:
	  	 The following is hereby added immediately after the end of Paragraph 20 of the Lease:

 
 “NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE LEASE, IN
NO EVENT SHALL EITHER LESSOR (AND LESSOR PARTIES) OR LESSEE (AND LESSEE PARTIES) HAVE ANY LIABILITY TO THE OTHER FOR ANY CLAIMS BASED ON INTERRUPTION TO, OR LOSS OF, BUSINESS, OR FOR ANY
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR ANY OTHER SPECIAL DAMAGES WHATSOEVER, AND EACH PARTY WAIVES THE RIGHT TO THE SAME TO THE FULLEST EXTENT PERMITTED BY LAW.”

		
	 78.  WAIVERS.
	  	 Paragraph 24 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “24. Waivers. The waiver by Lessor or Lessee of any breach of any term,
covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of any sum by a
Party (or the payment thereof by the other Party) shall not be deemed to be a waiver by the accepting Party of any preceding breach of this Lease by the other Party of any term, covenant or condition of this Lease, other than the failure of such
Party to pay the particular sum accepted, regardless of the



  
 -17- 














			
		  	accepting Party’s knowledge of such preceding breach at the time of acceptance of such sum. No payment by Lessee or receipt by Lessor of a lesser amount than any installment of rent due shall be deemed as other than payment on
account of the amount due. No delay or omission in the exercise of any right or remedy by either Party shall impair such right or remedy or be construed as a waiver thereof by such Party. A Party’s consent to or approval of any act by the other
Party which requires the first (1st) Party’s consent or approval shall not be deemed to waive or render unnecessary the first (1st) Party’s consent to or approval of any subsequent act by the other Party.”
		
	 79.  OPTIONS:
	  	Paragraph 39.2 of the Lease is hereby deleted in its entirety.
		
	 80.  NO OUTSIDE WORK/STORAGE:
	  	No work by Lessee shall be permitted on the Common Areas, including patios, sidewalks, roofs, streets, driveways, or landscaped areas without Lessor permission. This prohibition includes, but it not limited to, construction,
mechanical work, painting, drying, layout, cleaning, or repair of goods or materials. No storage will be allowed outside the Building, on any of the Common Areas, including patios, sidewalks, roofs, streets, driveways, or landscaped areas without
Lessor permission. This includes, but it not limited to supplies, materials, goods, pallets dunnage and equipment. Lessor shall have no responsibility whatsoever for theft or vandalism of materials located inside or outside the Premises.
		
	 81.  USE OF PREMISES
	  	Lessor and Lessee agrees the agreed upon use for the Premise is office with an accessory biology research laboratory and, in each case, uses ancillary thereto. The biology research laboratory shall at all times be an accessory use
only and shall not exceed 2,100 square feet of the Premises square footage to qualify for office as the primary use designation (Lessee acknowledging that Lessor has received conditional approval from the City of Carlsbad to build a lab in the
Project under the condition that the lab does not exceed 2,100 square feet). Furthermore, Lessee shall not, without Lessor’s prior written consent, modify the research lab to such a point in which the lab safety level designation is increased
beyond its current biosafety level designation of BSL-2+. Lessor represents and warrants to Lessee that the City of Carlsbad Head of Planning, Don Neu, has authorized the use of the Premises as an office with
an accessory biology research laboratory through written correspondence with Lessor and Lessor’s consultants.


  
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	 82.  DELIVERIES:
	  	Lessee shall complete, or cause to be complete, all deliveries, loading, unloading and services to the Premises during regular business hours of 7:00 A.M. to 6:00 P.M. Monday through Saturday.
		
	 83.  SURRENDER OF PREMISES:
	  	Upon the expiration or earlier termination of this Lease, Lessee shall (i) surrender the Premises to Lessor in the condition set forth in Section 7.4(c) of the Lease and (ii) at Lessee’s sole cost and expense,
remove any and all alterations made by Lessee which are designated by Lessor in writing to be removed at the end of the Term at the time which notice shall be made at the time such alteration was made in accordance with Section 7.3 of the
Lease. If the Premises are damaged as a result of the removal of Lessee’s personal property or its merchandise, or otherwise resulting from Lessee’s vacation of the Premises, Lessee shall promptly pay to Lessor the actual cost of repair.
Lessee shall complete such removal by the time provided in the first sentence of this Paragraph, or Lessor may, at Lessor’s option, retain any or all of Lessee’s personal property and title thereto shall thereupon vest in Lessor without
the execution of documents of sale by Lessee, subject to applicable governmental requirements. Thereafter, Lessor may remove any or all items of Lessee’s property from the Premises and dispose of them in any manner Lessor sees fit, subject to
applicable governmental requirements. In that event, Lessee shall promptly pay to Lessor the actual expenses of removal and disposition. Section 7.4(b) and (c) of the Lease are hereby deleted.
		
	 84.  BROKERS:
	  	Each party hereby warrants and represents to the other party that there are no real estate commissions due any broker, agent or other party in connection with the negotiation or execution of this Lease acting for or on behalf of
such party and each party hereby agrees to indemnify, protect, defend and hold harmless the other party from and against any and all costs, expenses, liabilities, causes of action, claims or suits in connection with compensation, commissions, fees
or other sums claimed to be due and owing to any party with respect to the negotiations or execution of this Lease.
		
	 85.  LETTER OF CREDIT:
	  	Within fifteen (15) days following the Effective Date, Lessee shall deliver to Lessor a clean, irrevocable letter of credit (the “Letter of Credit”) established in Lessor’s (and its successors’ and
assigns’) favor in the Letter of Credit Amount (as defined below), issued by a federally insured banking or lending


  
 -19- 














			
		  	 institution (i.e., insured by the FDIC) with a retail banking branch located within San Diego County reasonably acceptable to Lessor and in
other form and substance reasonably acceptable to Lessor. The Letter of Credit shall specifically provide for partial draws, shall be self-renewing annually as an “Evergreen” letter of credit, without amendment, for additional one-year periods, shall have a term that is self-renewing until sixty (60) days after the expiration of the Term of the Lease and shall by its terms be transferable by the beneficiary thereunder with any
transfer fee payable by Lessee. If Lessee Breaches this Agreement, beyond any applicable notice and cure period, Lessor, at Lessor’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and
owing to Lessor under the Lease. In the event that Lessor draws upon the Letter of Credit, Lessee shall present to Lessor a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this Paragraph
within twenty (20) days after receipt of notice from Lessor of such draw. In the event that the Letter of Credit is terminated by the issuer thereof prior to the date that is sixty (60) days after the expiration date of this Lease, as set
forth above, and Lessee has not presented to Lessor a replacement Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Letter of Credit then held by
Lessor, then Lessee shall be deemed in default hereunder and Lessor, in addition to all other rights and remedies provided for hereunder, shall have the right to draw upon the Letter of Credit then held by Lessor. If Lessor liquidates the Letter of
Credit, Lessor shall hold the funds received from the Letter of Credit as security for Lessee’s performance under this Lease, this Paragraph shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California
Uniform Commercial Code, Lessor shall be deemed to hold a perfected, first priority security interest in such funds, and Lessee does hereby authorize Lessor to file such financing statements or other instruments as Lessor shall deem advisable to
further evidence and/or perfect such security interest. Lessor shall be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Lessee with respect thereto.

 
 The initial Letter of Credit Amount shall be $756,667. Provided Lessee is not then in
active Default or Breach of the Lease or the 2656 State Street Lease and has not been in Breach with respect to a monetary obligation or a material non-monetary obligation on more than one (1) prior
instance under the Lease or the 2656 State Street Lease, upon the 60th month of the



  
 -20- 














			
		  	 Original Term of the Lease, the Letter of Credit Amount shall be reduced to $372,182.

 
 The Letter of Credit shall provide that Lessor, its successors and assigns, may, at any
time and without notice to Lessee and without first obtaining Lessee’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity, including, without
limitation, Lessor’s lender or a subsequent owner of the Building. In the event of a transfer of Lessor’s interest in the Building, Lessor shall transfer the Letter of Credit, in whole or in part, to the transferee and thereupon Lessor
shall, without any further agreement between the parties, be released by Lessee from all liability therefor arising after such transfer, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any
portion of said Letter of Credit to a new Lessor. In connection with any such transfer of the Letter of Credit by Lessor, Lessee shall, at Lessee’s sole cost and expense, execute and submit to the bank such applications, documents and
instruments as may be necessary to effectuate such transfer, and Lessee shall be responsible for paying the bank’s transfer and processing fees in connection therewith.

		
	 86.  WAIVER OF JURY TRIAL:
	  	 Paragraph 47 of the Lease is hereby deleted and replaced in its entirety with the following:

 
 “47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE. IF THE JURY WAIVER PROVISIONS OF THIS PARAGRAPH 47 ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN PARAGRAPH 47(a) SHALL APPLY.

 
 47(a). Judicial Reference. It is the desire and intention of
the Parties to agree upon a mechanism and procedure under which controversies and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, any action, proceeding or counterclaim
brought by either Party hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters whatsoever arising out of or in any way connected with this Lease, Lessee’s use
or occupancy of the Premises and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise, shall



  
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		  	be heard and resolved by a referee under the provisions of the California Code of Civil Procedure, Paragraphs 638-645.1, inclusive (as same may be amended, or any successor statute(s) thereto)
(the “Referee Paragraphs”). Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall be paid by the Party initiating such procedure (except that if a reporter is requested
by either Party, then a reporter shall be present at all proceedings where requested and the fees of such reporter – except for copies ordered by the other Parties – shall be borne by the Party requesting the reporter); provided, that the
allocation of the costs and fees, including any initiation fee, of such proceeding shall be ultimately determined in accordance with Paragraph 31. The venue of the proceedings shall be as set forth in Paragraph 29. Within ten (10) days of
receipt by any Party of a written request to resolve any dispute or controversy pursuant to this Paragraph, the Parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a finding and judgment on such
issues as required by the Referee Paragraphs. If the Parties are unable to agree upon a referee within such ten (10) day period, then any Party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of
appointment of a referee under the Referee Paragraphs. If the referee is appointed by the court, the referee shall be a neutral and impartial retired judge with substantial experience in the relevant matters to be determined, from Jams/Endispute,
Inc., the American Arbitration Association or similar mediation/arbitration entity. The proposed referee may be challenged by any Party for any of the grounds listed in the Referee Paragraphs. The referee shall have the power to decide all issues of
fact and law and report his or her decision on such issues, and to issue all recognized remedies available at law or in equity for any cause of action that is before the referee, including an award of attorneys’ fees and costs in accordance
with this Lease. The referee shall not, however, have the power to award punitive damages, nor any other damages which are not permitted by the express provisions of this Lease, and the Parties hereby waive any right to recover any such damages. The
Parties shall be entitled to conduct all discovery as provided in the California Code of Civil Procedure, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge, with rights to
regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California law. The reference proceeding shall be conducted in accordance with California law (including the rules of
evidence), and in all


  
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		  	regards, the referee shall follow California law applicable at the time of the reference proceeding. The Parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be
necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms of this Paragraph. In this regard, the Parties agree that the Parties and the referee shall use best efforts to ensure that
(i) discovery be conducted for a period no longer than six (6) months from the date the referee is appointed, excluding motions regarding discovery, and (ii) a trial date be set within nine (9) months of the date the referee is
appointed. In accordance with Paragraph 644 of the California Code of Civil Procedure, the decision of the referee upon the whole issue must stand as the decision of the court, and upon the filing of the statement of decision with the clerk of the
court, or with the judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had been tried by the court. Any decision of the referee and/or judgment or other order entered thereon shall be appealable to the
same extent and in the same manner that such decision, judgment, or order would be appealable if rendered by a judge of the superior court in which venue is proper hereunder. The referee shall in his/her statement of decision set forth his/her
findings of fact and conclusions of law. The Parties intend this general reference agreement to be specifically enforceable in accordance with the Code of Civil Procedure. Nothing in this Paragraph shall prejudice the right of any Party to obtain
provisional relief or other equitable remedies from a court of competent jurisdiction as shall otherwise be available under the Code of Civil Procedure and/or applicable court rules.”
		
	 87.  SUBORDINATION AND ATTORNMENT:
	  	Section 30 of the Lease is hereby deleted and replaced with the following: “This Lease shall be subject and subordinated at all times to the terms of each and every ground or underlying lease which now exists or may
hereafter be executed affecting the fee interest in the Premises under which Lessor shall claim, and to the liens of each and every mortgage and deed of trust in any amount or amounts whatsoever now or hereafter existing encumbering the Premises,
Building or the Project, and to all modifications, renewals and replacements thereto without the necessity of having further instruments executed by Lessee to effect such subordination. Lessee, upon demand, shall further evidence its subordination
by executing a subordination and attornment agreement in form and substance mutually acceptable to Lessee and Lessor and its mortgagee or ground lessor, which subordination and attornment agreement
must


  
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		  	provide that so long as no default or event which with the passing of time or giving of notice would constitute a default exists under this Lease, the peaceable possession of Lessee in and to the Premises, and continued Permitted
Use thereof, for the Term shall not be disturbed in the event of the foreclosure of the subject mortgage or termination of the subject ground or underlying lease affecting the Premises. If Lessor’s interest in the Premises, Building or Project
is acquired by any ground lessor, mortgagee, or purchaser at a foreclosure sale or transfer in lieu thereof, Lessee shall attorn to the transferee of or successor to Lessor’s interest in the Lease, Premises, Building or Project and recognize
such transferee or successor as Lessor under this Lease.”
		
	 88.  CONSENT
	  	Whenever this Lease requires the consent of Lessor, such consent shall not be unreasonably withheld, conditioned or delayed.
		
	 89.  LANDLORD INDEMNITY.
	  	Landlord shall indemnify, defend and hold Lessee harmless from and against any and all Claims arising from the gross negligence or willful misconduct of Lessor or any Lessor’s Indemnitees. In no event shall Lessee have any
indemnity obligation to Lessor or any Lessor Indemnitees to the extent any Claims arise from the gross negligence or willful misconduct of Lessor or any Lessor Indemnitee.
		
	 90.  ASSIGNMENT.
	  	The reference in Section 12.1(b) to “25%” shall hereby be deleted and shall instead mean and refer to “50%”. Nothing in this Lease shall preclude Lessee from selling or exchanging shares on a nationally
recognized exchange.
		
	 91.  ALTERATIONS.
	  	Notwithstanding anything in this Lease to the contrary, Lessee may make non-structural alterations in the Premises without the consent of Lessor so long as such alterations do not exceed
$50,000 in any instance. Lessee shall deliver written notice to Lessor at least 15 days prior to the commencement of any Alterations to the Premises.
		
	 92.  ACCESS.
	  	Notwithstanding anything in this Lease to the contrary, except in the event of an emergency, Lessor shall not enter the Premises unless Lessor provides Lessee with at least 24 hours’ prior notice and enters only during
Lessee’s normal business hours. During any such access. Lessor shall use commercially reasonable efforts to minimize interference with Lessee’s business and, if requested by Lessee, shall be accompanied by a representative of
Lessee.


  
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	 93.  COUNTERPARTS:
	  	This Addendum may be executed in multiple counterparts, each of which is to be deemed original for all purposes, but all of which together will constitute one and the same instrument.

 INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS 

  
 -25- 













 IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the Effective Date.

  

			
	LESSOR:
	
	 FABRIC 2676 STATE STREET, LLC,

a California limited liability company



			
		
	 By:
	 	 /s/ Brendan Foote

	 Name:
	 	 Brendan Foote

	 Title:
	 	 Managing Member



			
	
	LESSEE:
	
	 TYRA BIOSCIENCES, INC.,
 a
Delaware corporation



			
		
	 By:
	 	 /s/ Todd Harris

	 Name:
	 	 Todd Harris

	 Title:
	 	 CEO














 EXHIBIT “A” 

SITE PLAN DEPICTING PREMISES 

The parties shall attach the final Site Plan depicting the Premises upon completion of the Lessee Improvements in accordance with the terms
and conditions of the Lease. The proposed Space Plan of the interior of the Premises is attached as Schedule 1 to the Work Letter attached hereto as Exhibit B. 

  
 Ex. “A” - 1














 EXHIBIT “B” 

LEASE WORK LETTER 

This Lease Work Letter shall set forth the terms and conditions relating to the construction of the Premises. This Lessee Work Letter is
essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Lessee Work Letter to “the
Lease” shall mean the relevant portions of the Lease to which this Lessee Work Letter is attached as Addendum Exhibit “B”. 
  

	 	1.	 General Requirements. 



(a)    Lessee’s Authorized Representative. Lessee designates Daniel Benson, Esther van den Boom and/or Todd
Harris (either such individual acting alone, “Lessee’s Representative”) as the only persons authorized to act for Lessee pursuant to this Work Letter. Lessor shall not be obligated to respond to or act upon any request,
approval, inquiry or other communication (“Communication”) from or on behalf of Lessee in connection with this Work Letter unless such Communication is in writing from Lessee’s Representative. Lessee may change either
Lessee’s Representative at any time upon not less than 5 business days advance written notice to Lessor. Neither Lessee nor Lessee’s Representative shall be authorized to direct Lessor’s contractors in the performance of Lessor’s
Work (as hereinafter defined). 
 (b)    Lessor’s Authorized Representative. Lessor designates Brendan Foote
and Curtis Clave (either such individual acting alone, “Lessor’s Representative”) as the only persons authorized to act for Lessor pursuant to this Work Letter. Lessee shall not be obligated to respond to or act upon any
request, approval, inquiry or other Communication from or on behalf of Lessor in connection with this Work Letter unless such Communication is in writing from Lessor’s Representative. Lessor may change either Lessor’s Representative at any
time upon not less than 5 business days advance written notice to Lessee. Lessor’s Representative shall be the sole persons authorized to direct Lessor’s contractors in the performance of Lessor’s Work. 

I    Architects, Consultants and Contractors. Lessor and Lessee hereby acknowledge and agree that the general
contractor, architects, consultants and any subcontractors for the Lessee Improvements shall be selected by Lessor, subject to Lessee’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. 

 

	 	2.	 Lessee Improvements. 



(a)    Lessee Improvements Defined. As used herein, “Lessee Improvements” shall mean all
improvements to the Premises of a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Paragraph 2(c) below. 

(b)    Space Plan, Budget and Schedule. Lessor and Lessee acknowledge and agree that the current space plan for a
commercial office building and accessory biology research laboratory consistent with the lease premises at 2656 State Street has been mutually approved while still subject to minor revisions solely with respect to the biology research laboratory,
for which Lessee shall have design input, and which in no event shall the biology research laboratory exceed 2,100 square feet or otherwise materially impact the Project as a whole. Lessor has completed a Schematic Drawing and Schedule, attached
hereto as Exhibit 1 and shall establish a budget. Upon completion, of the Budget, such Budget shall become further attached hereto in Schedule 1 (the “Space Plan, Budget and Schedule”). Lessor and Lessee acknowledge and agree
to work in good faith to refine, update and/or modify the Space Plan and Budget solely with respect to the biology research laboratory. 

(c)    Working Drawings. Lessor shall cause the TI Architect to prepare and deliver to Lessee for review and
comment construction plans, specifications and drawings for the Lessee Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan, Budget and Schedule.
Lessee shall be solely responsible for ensuring that the TI Construction Drawings reflect Lessee’s requirements with respect to the biology research laboratory for the Lessee Improvements. Lessee shall deliver its written comments with respect
to the biology research laboratory on the TI Construction Drawings to Lessor not later than 5 business days after Lessee’s receipt of the same; provided, however, that Lessee may not disapprove any matter that is consistent with the Space Plan,
Budget 

  
 Ex. “B” - 1














 
and Schedule without submitting a Change Request. Lessor and the TI Architect shall consider all such comments in good faith and shall, within 5 business days after receipt, notify Lessee how
Lessor proposes to respond to such comments, but Lessee’s review rights pursuant to the foregoing sentence shall not delay the design or construction schedule for the Lessee Improvements. Any disputes in connection with such comments shall be
resolved in accordance with Paragraph 2(d) hereof. Provided that the design reflected in the TI Construction Drawings with respect to the biology research laboratory is consistent with the Space Plan, Budget and Schedule, Lessee shall approve
the TI Construction Drawings submitted by Lessor, unless Lessee submits a Change Request. Once approved by Lessee, subject to the provisions of Paragraph 4 below, Lessor shall not materially modify the TI Construction Drawings except as may
be reasonably required in connection with the issuance of the TI Permit (as defined in Paragraph 3(b) below). 

(d)    Approval and Completion. It is hereby acknowledged by Lessor and Lessee that the TI Construction Drawings
with respect to the biology research laboratory must be completed and approved no later than May 15, 2022 in order for the Lessor’s Work to be Substantially Completed by the Anticipated Delivery Date. Any delays in approval or changes to
the TI Construction Drawings following Lessor’s and Lessee’s approval of same requested by Lessee shall be processed as provided in Paragraph 4 hereof. 
  

	 	3.	 Performance of Lessor’s Work. 



(a)    Definition of Lessor’s Work. As used herein, “Lessor’s Work” shall mean the work
of constructing the Lessee Improvements. 
 (b)    Commencement and Permitting. Lessor shall commence
construction of the Lessee Improvements upon obtaining a building permit (the “TI Permit”) authorizing the construction of the Lessee Improvements consistent with the TI Construction Drawings approved by Lessee. The cost of
obtaining the TI Permit shall be payable by Lessor. Lessee shall assist Lessor in obtaining the TI Permit by timely cooperating with the TI Architect and lab architect. If any governmental authority having jurisdiction over the construction of
Lessor’s Work or any portion thereof shall impose terms or conditions upon the construction thereof that: (i) are materially inconsistent with Lessor’s obligations hereunder, (ii) materially increase the cost of constructing
Lessor’s Work, or (iii) will materially delay the construction of Lessor’s Work, Lessor and Lessee shall reasonably and in good faith seek means by which to mitigate or eliminate any such adverse terms and conditions. 

(c)    Completion of Lessor’s Work. Lessor shall Substantially Complete or cause to be Substantially Completed
Lessor’s Work in a good and workmanlike manner, in accordance with the TI Permit and with the TI Construction Drawings approved by Lessee. For purposes of this Lease, the Premises shall be “Substantially Complete” or
“Substantially Completed” the substantial completion of construction of the Lessee Improvements in compliance with all Legal Requirements and pursuant to the approved TI Construction Drawings, as evidenced by a receipt of a
temporary certificate of occupancy or a certificate of occupancy from the City of Carlsbad and as otherwise reasonably determined by TI Architect, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Lessee. Prior to Lessor’s delivery of the Premises to Lessee, Lessor or its agent and Lessee or its agent shall conduct a walk through inspection of the
Premises and prepare a punch list of any items which shall be corrected by Lessor within a reasonable time thereafter. 

(d)    Site Design and Aesthetic Features; Selection of Materials. Lessor agrees to deliver a Premise in likeness
to the lease premises at 2656 State Street with renderings distributed to Lessee consistent with the Space Plan, Budget and Schedule. Notwithstanding the TI Construction Drawings approved by Lessor and Lessee, Lessor shall retain sole and absolute
subjective discretion over all space plan, design and aesthetic features and sole and absolute subjective discretion in the selection of all building materials and equipment. Lessee shall have design input with respect to the biology research
laboratory. 
 (e)    Delivery of the Premises. When Lessor’s Work is Substantially Complete, subject to the
remaining terms and provisions of this Paragraph 3(e), Lessee shall accept the Premises. Lessee shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment
installed in the Premises. If requested 

  
 Ex. “B” - 2














 
by Lessee, Lessor shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely by Lessee.
Lessor shall promptly undertake and complete, or cause to be completed, all punch list items. 
 (f)    Commencement
Date Delay. Except as otherwise provided in the Lease, delivery of the Premises shall occur when Lessor’s Work has been Substantially Completed, except to the extent that completion of Lessor’s Work shall have been actually delayed as
a direct result of any one or more of the following causes (“Lessee Delay”): 
 (i)    Change Requests
after the final Space Plan, Budget and Schedule have been approved (as defined in Paragraph 4(a) below) that are actually performed by Lessor; provided Lessor will notify Lessee, in writing, that such change Request will result in a Lessee
Delay; 
 (ii)    Lessee’s delay in reviewing, revising or approving plans and specifications beyond the periods
set forth herein; or 
 (iii)    Lessee’s delay in making payments to Lessor for Lessee TI Costs (as defined in
Paragraph 5(b) below). 
 If delivery is delayed for any of the foregoing reasons, then Lessor and Lessee shall certify the date on
which the Tenant Improvements would have been Substantially Completed but for such Lessee Delay and such certified date shall be the date of delivery. If the Lessor’s performance of the Lessor Work is delayed by (or if Lessor has reason to
believe that its performance of the Lessor Work will be delayed by) any Lessee Delay, Lessor shall, within three (3) days of the Lessor’s discovery of any such condition give to Lessee written notice thereof and of the anticipated results
thereof. If the Lessee objects Lessor’s claim that a Lessee Delay has occurred, Lessee shall provide a reasonably detailed description of the basis for such objection. The parties shall work in good faith to resolve any dispute regarding a
claim of Lessee Delay. 
 (g)    Lessor Delay. As used herein, a “Lessor Delay” means completion
of Lessor’s Work shall have been actually delayed as a direct result of any one or more of the following causes (1) an act or neglect of the Lessor, the Lessor’s representative or TI Architect, or of an employee of either, or of a
separate contractor employed by the Lessor; or (2) changes in the Work ordered by the Lessor. Lessor shall, in the event of any such occurrence likely to cause a Lessor Delay, use commercially reasonable efforts (a) to mitigate and
minimize the duration of, and costs arising from, any delay in (or any suspension of) the performance of its obligations hereunder, (b) to continue to perform its obligations under the Lease and this Work Letter, and (c) to remedy its
inability to perform as soon as reasonably possible. 
 4.    Changes. Any changes requested by Lessee to the
Lessee Improvements after the delivery and approval by Lessor of the Space Plan, Budget and Schedule shall be requested and instituted in accordance with the provisions of this Paragraph 4 and shall be subject to the written approval of
Lessor. 
 (a)    Lessee’s Request For Changes. If Lessee shall request changes to the Lessee Improvements
(“Changes”), Lessee shall request such Changes by notifying Lessor in writing (a “Change Request”), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed by
Lessee’s Representative. Lessor shall, before proceeding with any Change, use commercially reasonable efforts to respond to Lessee as soon as is reasonably possible with an estimate of: (i) the time it will take, and (ii) the
architectural and engineering fees and costs that will be incurred, to analyze such Change Request (which costs shall be paid by Lessee to the extent actually incurred, whether or not such change is implemented). Lessor shall thereafter submit to
Lessee in writing, within 5 business days of receipt of the Change Request (or such longer period of time as is reasonably required depending on the extent of the Change Request), an analysis of the additional cost or savings involved, including,
without limitation, architectural and engineering costs and the period of time, if any, that the Change will extend the date on which Lessor’s Work will be Substantially Complete. Any such delay in the completion of Lessor’s Work caused by
a Change, including any suspension of Lessor’s Work while any such Change is being evaluated and/or designed, shall be Lessee Delay. 

  
 Ex. “B” - 3














 (b)    Implementation of Changes. If Lessee: (i) approves in
writing the cost or savings and the estimated extension in the time for completion of Lessor’s Work, if any, and (ii) deposits with Lessor any Lessee TI Costs required in connection with such Change, Lessor shall cause the approved Change
to be instituted. Notwithstanding any approval or disapproval by Lessee of any estimate of the delay caused by such proposed Change, the Lessor’s determination of the amount of Lessee Delay in connection with such Change shall be final and
binding on Lessor and Lessee. 
  

	 	5.	 Costs. 



(a)    Lessor TI Costs. Lessor shall be responsible for the payment of design, permits and construction costs in
connection with the construction of the Lessee Improvements, including, without limitation, Building systems, materials or equipment, the cost of preparing the TI Construction Drawings and the Space Plan and Lessor’s out-of-pocket expenses. Notwithstanding the foregoing, Lessor shall be responsible for the payment of hard costs up to a maximum of $250.00 per leased square foot for the
portion of the Premises designated as biology research laboratory ($525,000 based on 2,100 square feet) (collectively, “Lessor TI Costs”). Notwithstanding anything to the contrary contained herein, in no event shall Lessor be
required to pay for any furniture, fixtures, equipment, personal property or other non-Building system materials or equipment, including, but not limited to, Lessee’s scientific equipment not incorporated
into the Lessee Improvements, including soft costs for permits thereof. 
 (b)    Lessee TI Costs.
Notwithstanding anything to the contrary contained herein, Lessee acknowledges and agrees that Lessor shall have no responsibility for any costs arising from or related to Lessee’s changes to the Space Plan or TI Construction Drawings, Lessee
Delays, the cost of Changes and Change Requests and any costs arising from or related to hard costs in excess of the Lessor TI Costs with respect to the biology research laboratory (collectively, “Lessee TI Costs”). Lessee shall
deposit with Lessor into a mutually agreed upon escrow account or fund control, as a condition precedent to Lessor’s obligation to complete the Lessee Improvements, 100% of the Lessee TI Costs upon approval of the of the Space Plan, Budget and
Schedule, or within three (3) days of any Changes. If Lessee fails to deposit any Lessee TI Costs with Lessor, Lessor shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the
right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease. 

 

	 	6.	 Lessee Access. 



(a)    Lessee’s Access Rights. Lessor hereby agrees to permit Lessee access, at Lessee’s sole risk and
expense, to the Building (i) 60 days prior to the Commencement Date to perform any work (“Lessee’s Work”) required by Lessee other than Lessor’s Work, provided that such Lessee’s Work is coordinated with the TI
Architect and the general contractor, and complies with the Lease and all other reasonable restrictions and conditions Lessor may impose, and (ii) prior to the completion of Lessor’s Work, to inspect and observe work in process; all such
access shall be during normal business hours or at such other times as are reasonably designated by Lessor. Notwithstanding the foregoing, Lessee shall have no right to enter onto the Premises or the Project unless and until Lessee shall deliver to
Lessor evidence reasonably satisfactory to Lessor demonstrating that any insurance reasonably required by Lessor in connection with such pre-commencement access (including, but not limited to, any insurance
that Lessor may require pursuant to the Lease) is in full force and effect. Any entry by Lessee shall comply with all established safety practices of Lessor’s contractor and Lessor until completion of Lessor’s Work and acceptance thereof
by Lessee. 
 (b)    No Interference. Neither Lessee nor any Lessee Party (as defined in the Lease) shall
interfere with the performance of Lessor’s Work, nor with any inspections or issuance of final approvals by applicable governmental authorities, and upon any such interference, Lessor shall have the right to exclude Lessee and any Lessee Party
from the Premises and the Project until Substantial Completion of Lessor’s Work. 

  
 Ex. “B” - 4















	 	7.	 Miscellaneous. 



(a)    Consents. Whenever consent or approval of either party is required under this Work Letter, that party shall
not unreasonably withhold, condition or delay such consent or approval, unless expressly set forth herein to the contrary. 

(b)    Modification. No modification, waiver or amendment of this Work Letter or of any of its conditions or
provisions shall be binding upon Lessor or Lessee unless in writing signed by Lessor and Lessee. 

  
 Ex. “B” - 5














 SCHEDULE 1 TO LEASE WORK LETTER 

SPACE PLAN, BUDGET AND SCHEDULE 

SPACE PLAN AND BUDGET ATTACHED 

SCHEDULE: 
  

			
	Mar 01, 2022:	  	Design Kickoff
	May 15, 2022:	  	Lab Design and Engineering Completed
	Jun 15, 2022:	  	Minor Site Development (MSD) Permit Submittal Date
	Aug 15, 2022:	  	Construction Documents Completed and Budget Established
	Nov 15, 2022:	  	MSD and Building Permit Issued and Construction Commences
	Jun 30, 2023:	  	Construction Completion and Anticipated Delivery Date


  
 Ex. “B” - 6














 



 
  












 



 
  












 EXHIBIT “C” 

EXCLUSIONS TO COMMON AREA OPERATING EXPENSES 

Common Area Operating Expenses shall not include the following:     

(1) depreciation or amortization on the Building; 
 (2) debt
service, rental under any ground or underlying lease, or interest, principal, points and fees on any encumbrance, mortgage or other debt instrument encumbering the Building; 

(3) attorneys’ fees and expenses, brokerage commissions, advertising costs, or other related expenses incurred in connection with leasing of the Building
including lease concessions, rental abatements and construction allowances; 
 (4) the cost of any improvements or equipment that would be properly
classified as Capital Expenditures; 
 (5) the cost (including permit, license and inspection fees) of decorating, improving for tenant occupancy, altering,
painting or redecorating portions of the Building to be demised to tenants or occupants or vacant space in the Building; 
 (6) any deductible under
Landlord’s insurance policies in excess of $25,000; 
 (7) costs for which Landlord is reimbursed or entitled to be reimbursed by condemnation
proceeds, other tenants or any other source; 
 (8) rentals incurred in leasing HVAC systems, elevators or other equipment that if purchased rather than
rented, would constitute a capital item that is excluded; 
 (9) any damage and repairs covered under any insurance policy carried by, or required to be
carried by, Landlord; 
 (10) any bad debt loss, rent loss, or reserves for bad debt loss or rent loss; 

(11) costs incurred in connection with the operation of the business of the entity constituting Landlord, as distinguished from the costs of operating the
Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building; for avoidance of doubt, tax
return and direct cost of property management software shall be included as Common Area Property Expenses. 
 (12) overhead and profit paid to Landlord or
its affiliates, or to any party for goods and/or services in the Building or management of the Building to the extent the same exceed the market rate cost of such goods and/or services of comparable quality rendered by unaffiliated third parties of
similar skill, competence and experience in comparable buildings on an arms-length basis; 
 (13) costs for which Landlord has been compensated by a
management fee to the extent that the inclusion of such costs in Common Area Operating Expenses would result in a double charge; 
 (14) Landlord’s
political or charitable contributions; 
 (15) the cost of any “tenant relations” parties, events or promotions; 

(16) costs of insurance (i) which is not customarily carried by institutional owners of office buildings in the City of San Diego, (ii) for
Landlord’s errors and omissions insurance or (iii) for Landlord’s pollution legal liability insurance; 
 (17) costs to repair or replace the
Project resulting from any fire or other casualty; 
 (18) repairs, alterations, additions, improvements or replacements made to (i) rectify or correct
any defect in the design, materials or workmanship of the Project, (ii) comply with any Laws in effect as of the Commencement Date, or (iii) rectify or correct damage caused by the negligence or willful misconduct of Landlord or any
Landlord party; 
 (19) the cost to perform all deferred maintenance items to the extent existing as of the Commencement Date; 

(20) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, parking
privileges, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to asset managers, leasing agents, promotional directors, officers, directors, or
executives of Landlord; 
 (21) costs, fines, penalties or interest incurred due to violation by Landlord of the terms and conditions of any lease or any
Applicable Laws or due to violation by any other tenant in the Project of the terms and conditions of any lease or any Legal Requirements; 
 (22) interest,
penalties or other costs arising out of Landlord’s failure to make timely payment of its obligations; 
 (23) property management fees in excess of
four percent (4%) of Tenant’s Base Rent; 
 (24) costs incurred to test, survey, cleanup, contain, abate, remove, or otherwise remedy Hazardous
Substances or mold from the Project; 

  
 Ex. “C” - 1














 (25) costs incurred to correct defective equipment installed in the Project; 

(26) sale or financing costs incurred in connection with any sale, financing or refinancing of the Project; 

(27) any reserves for bad debts, rent loss, capital items, future Common Area Operating Expenses or any other purpose; 

(28) costs relating to the repair of structural portions of the roof, foundations, floors and exterior walls and all structural seismic upgrading costs; 

(29) costs incurred in connection with re-certification pursuant to one or more Green Rating Systems or to support
achieving any energy and carbon reduction targets; 
 (30) Landlord’s general overhead expenses not related to the Building; 

(31) costs for janitorial services for any rentable area in the Project to the extent Tenant provides such services to the Premises at its own cost; 

(32) legal fees, accountants’ fees and other expenses incurred in connection with disputes with Tenant, tenants or other occupants or associated with the
enforcement of any leases or defense of Landlord’s title to or interest in the Building or any part thereof; 
 (33) costs incurred by Landlord due to
violation by Landlord or any other tenant or occupant of the Building of Legal Requirements, the terms and conditions of any lease, ground lease, mortgage or deed of trust, or other covenants, conditions or restrictions encumbering the Building or
the real property on which it is located; 
 (34) advertising or promotional expenditures, and the costs of acquiring and installing signs in or on any of
the Building identifying the owner of the Building or any other tenant or occupant of the Building; 
 (35) costs incurred in connection with upgrading the
Building to comply with disabled access, life, fire and safety codes in effect prior to the date of the Lease, and costs incurred in connection with upgrading the Building to comply with the Americans with Disabilities Act of 1990 and Title 24 of
the California Code of Regulations (or its successor); 
 (36) the cost of providing any service directly to and paid directly by a single individual
lessee, or costs incurred for the benefit of a single lessee; 
 (37) repairs necessitated by the gross negligence or willful misconduct of Lessor or
Lessor’s employees, agents, or contractors; 
 (38) costs in connection with services that are provided to another lessee or occupant of the project,
but are not offered to Lessee; 
 (39) any other expense which, under generally accepted accounting principles and practice, would not be considered a
normal maintenance and operating expense; and 
 (40) any item that, if included in Operating Expense, would involve a double collection for such item by
Lessor. 

  
 Ex. “C” - 2














 EXHIBIT “D” 

ESTIMATED COMMON AREA OPERATING EXPENSES BUDGET 
  

									
	Expenses	  	Annual	 	  	Monthly	 
	 Property Taxes
	  	$	 7,200.00	 	  	$	600.00	 
	 Accounting
	  	$	3,600.00	 	  	$	300.00	 
	 Insurance
	  	$	9,600.00	 	  	$	800.00	 
	 Landscaping
	  	$	3,000.00	 	  	$	250.00	 
	 Security
	  	$	1,800.00	 	  	$	150.00	 
	 Repairs + Maintenance
	  	$	7,800.00	 	  	$	650.00	 
	 Property Management
	  	$	16,800.00	 	  	$	1,400.00	 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	49,800.00	 	  	$	4,150.00	 
			
	 Square Footage
	  	 	8305	 	  			
	 NNNs/SF
	  	$	0.50	 	  			


  
 Ex. “D” - 1














 EXHIBIT “E” 

LAB CAPITAL REPAIRS SUBJECT TO AMORTIZATION 
  

	 	1.	 Lab Hood 


  

	 	2.	 Lab House Vacuum 


  

	 	3.	 Lab DI Water System 


  


	 	4.	 Backup Generator 


  

	 	5.	 Lab Sinks, Showers and Encasements 



 

	 	6.	 Lab Mechanical Systems