Exhibit
10.2


 


 


 


STANDARD
MULTI-TENANT OFFICE LEASE - GROSS


AIR
COMMERCIAL REAL ESTATE ASSOCIATION


 


1.    Basic
Provisions ("Basic Provisions").


 


       1.1
          Parties: This Lease (“Lease”), dated for
reference purposes only November 12, 2012 is made by and between RJ Sorrento Terrace Investors, a California
Limited Liability Company (“Lessor”) and MyEZsmokes, Inc (“Lessee”).
(collectively the “Parties”, or individually a “Party“)


 


       1.2(a)      Premises:
That certain portion of the Project (as defined below), known as Suite Numbers(s) 39-C1 first floor(s), consisting of approximately
1,284 rentable square feet and (“Premises”) The Premises are located at: 11839 Sorrento Valley Road in
the City of San Diego, county of San Diego, State of California, with zip code 92121, In addition
to Lessee's rights to use and occupy the Premises as hereinafter specified. Lessee shall have non-exclusive rights to the Common
Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls
the area above the dropped ceilings, or the utility raceways of the building containing the Premises ("Building")
or to any other buildings in the Project The Premises, the Building. the Common Areas, the land upon which they are located, along
with all other buildings and improvements thereon, are herein collectively referred to as the “Project.” The
Project consists of approximately 38,723 rentable square feet. (See also Paragraph 2)


 


       1.2(b)      Parking:
One (1) unreserved and Zero 0 reserved vehicle parking spaces at a monthly cost of $0.00  per unreserved
space and $N/A per reserved space. (See Paragraph 2.6)


 


       1.3           Term:
Two (2) years and Zero (0) months ("Original Term") commencing December 1, 2012 ("Commencement
Date") and ending November 30, 2014 ("Expiration Date"). (See also Paragraph 3)


 


       1.4           Early
Possession: Upon lease execution, proof of insurance and receipt of security deposit. ("Early Possession Date").
(See also Paragraphs 3.2 and 3.3)


 


       1.5           Base
Rent: $1,386.72 per month ("Base Rent"), payable on the first day of each month commencing December
1, 2012 (See also Paragraph 4)


 


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


 


       1.6           Lessees
Share of Operating Expense Increase: Three point two two percent (3.22%) ("Lessee’s Share"). Lessee’s
Share has been calculated by dividing the approximate rentable square footage of the Premises by the total approximate square
footage of the rentable space contained in the Project and shall not be subject to revision except in connection with an actual
change in the size of the Premises or a change in the space available for lease in the Project.


 


        1.7          Base
Rent and Other Monies Paid Upon Execution:


 


                       (a)    Base
Rent: $1,386.72 for the period December 1, 2012 - December 31, 2012.


 






    	 



    	 



    

 


                       (b)    Security
Deposit: $1,428.32 ("Security Deposit"). (See also Paragraph 5)


 


                       (c)    Parking:
$n/a for the period n/a.


 


                       (d)    Other:
$n/a for n/a.


 


                       (e)    Total
Due Upon Execution of this Lease: $2,815.04.


 


       1.8           Agreed
Use: Warehouse space for the shipping, receiving, and development of smoking alternative products. (See also Paragraph 6)


 


       1.9           Base
Year; Insuring Party. The Base Year is 2012. Lessor is the "Insuring Party". (See also Paragraphs 4.2 and
8)


 


       1.10         Real
Estate Brokers: (See also Paragraph 15)


 


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


☐                                                           
 represents Lessor exclusively ("Lessor's Broker");


☐                                                            represents
Lessee exclusively ("Lessee's Broker"); or


R Cassidy
Turley San Diego - Michael Cassolato represents both Lessor and Lessee (“Dual Agency”).


 


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



R Janitorial services


☐ Electricity


☐
Other (specify):                                                                                                                   


 


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


R an
Addendum consisting of Paragraphs 1.2 (b), 1.5, 1.6, 8.5 and 50 through 52;



R
a plot plan depicting the Premises;


☐
a current set of the Rules and Regulations;


☐
a Work Letter;


☐
a janitorial schedule;


o other
(specify):                                                                                                                                                               


 


                                                                                                                                                                                               




 






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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. Unless otherwise provided herein, any statement of size set
forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable
and any payments based thereon are not subject to revision whether or not the actual size is more or less. Note: Lessee is
advised to verify the actual size prior to executing this Lease.


 


       2.2    Condition. Lessor
shall deliver the Premises to Lessee in a clean condition on the Commencement Date or the Early Possession Date,
whichever first occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire sprinkler,
lighting, heating, ventilating and air conditioning systems ("HVAC"), and all other items which the Lessor
is obligated to construct pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall
be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the
Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as
toxic under applicable state or federal law.


 


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


 


                (a)    Subject
to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises
by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however
that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months Base
Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessees
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.


 






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                (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, on the date on which Base Rent is due, an amount equal to the
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 Lessors 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 Lessors share of such costs have been fully
paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent due and payable for the remainder of this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease
upon 30 days written notice to Lessor.


 


               (c)    Notwithstanding
the above, the provisions concerning Capital Expenditures are intended to apply only to nonvoluntary, 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) Lessee has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition
of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects,
and compliance with Applicable Requirements), and their suitability for Lessees intended use, (b) Lessee has made such investigation
as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy
of the Premises, and (c) neither Lessor, Lessors 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 Lessees ability to honor the Lease or suitability to occupy the Premises,
and (ii) it is Lessors sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.


 


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


 


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


 


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


 






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


 


       2.7    Common
Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and
within the


 


and
management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce
reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness
of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of
other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to
all such Rules and Regulations, and 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 noncompliance with said
Rules and Regulations by other tenants of the Project.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


3.    Term.


 


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


 


       3.2    Early
Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base
Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the
obligations to pay Lessees Share of the Operating Expense Increase) shall, however, be in effect during such period. Any such
early possession shall not affect the Expiration Date.


 


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


 


       3.4    Lessee Compliance. Lessor shall not be required to deliver possession of
the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery
of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including
the payment of Rent, notwithstanding Lessors 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").


 






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       4.2    Operating
Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessees Share of the amount
by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, which
shall not exceed a 4% increase annually, such excess being hereinafter referred to as the "Operating Expense Increase",
in accordance with the following provisions:


 


                (a)    "Base
Year" is as specified in Paragraph 1.9.


 


                (b)    "Comparison
Year" is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however,
Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease
Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall pay Lessees
Share, notwithstanding they occur during the first twelve (12) months). Lessees Share of the Operating Expense Increase for the
first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which
Lessee is responsible for a share of such increase.


 


                (c)    The
following costs relating to the ownership and operation of the Project, calculated as if the Project was at least 95% occupied,
are defined as "Operating Expenses"


 


                         (i)    Cost
relating to the operation , repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement
(see subparagraph (g)), of the following:


 


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


 


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


 


                         (ii)    The
cost of trash disposa, janitorial and security services, pest control services, and the costs of any enivronment inspections;


 


                         (iii)    The
cost of any other service to be provided by Lessor that is elsewhere in this lease stated to be an "Operating Expense";


 


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


 


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


 


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


 


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


 






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


 


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


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


 


                (d)    Any
item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project
or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building.
However, any such item that is not specifically attributable to the Building or to any other building or to the operation, repair
and maintenance thereof, shall be equitably Expense Increases, notwithstanding that the Lease term may have terminated before
the end of such Comparison Year.


 


                (g)    Operating
Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations, exterior
walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful life for accounting
purposes of 5 years or more.


 


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


 


4.3    Payment. Lessee
shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is
due, without offset or deduction (except as specifically permitted in this Lease). 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 obliged 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 Lessors
rights to the balance of such Rent, regardless of Lessors endorsement of any check so stating. In the event that any check,
draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor
the sum of $25 in addition to any Late Charge. Payments will be applied first to accrued late charges and attorneys fees,
second to accrued interest, then to Base Rent and Operating Expense Increase, and any remaining amount to any
other outstanding charges or costs.


 



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5.    Security
Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessees faithful performance
of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor
for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of the Security Deposit, Lessee shall within 10 days after written request therefor, deposit monies with Lessor sufficient
to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this
Lease, Lessee shall, upon written request from Lessor, deposit additional 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 Lessors 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 Lessors reasonable judgment, significantly
reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at
a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security
Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects
to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant
to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of
the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by
Lessee under this Lease.


 


6.    Use.


 


       6.1    Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto,
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage,
waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably
withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair
the structural integrity of the improvements of the Building, will not adversely affect the mechanical, electrical, HVAC, and
other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent,
Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of
Lessors 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, byproducts 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 Lessees
expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any
above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous
Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required
to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect
to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or
neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper,
glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable
Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of
contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any
Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public,
the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to,
the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete
encasements) and/or increasing the Security Deposit.


 


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


 


                (c)    Lessee
Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the
Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessees 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). Lessees 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.


 






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                (e)    Lessor
Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees
and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result
from Hazardous may, at Lessors option, either (i) investigate and remediate such Hazardous Substance Condition, if
required, as soon as reasonably possible at Lessors 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 Lessors 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 Lessees commitment to pay the amount by which the cost of the remediation of such Hazardous Substance
Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event,
this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably
possible after the required funds are available. If Lessee does not give such notice and provide the required funds or
assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessors notice of
termination.


 


       6.3    Lessees
Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessees
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 Lessors engineers and/or
consultants which relate in any manner to the Premises, without regard to whether said requirements are now in effect or
become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessors written request, provide Lessor
with copies of all permits and other documents, and other information evidencing Lessees 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.


 



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


 


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


 


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


 


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


 


       7.3    Utility
Installations; Trade Fixtures; Alterations.


 


                (a)    Definitions.
The term "Utility Installations" refers to all floor and window coverings, air lines, vacuum lines, power
panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment,
and plumbing in or on the Premises. The term "Trade Fixtures" shall mean Lessees 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 Lessors prior written consent. Lessee
may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent
but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing
the roof, ceilings, floors or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems,
and the cumulative cost thereof during this Lease as extended does not exceed $2000. 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 Lessees: (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 asbuilt plans and specifications. For work which costs an amount in
excess of one months 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 Lessees posting an additional Security
Deposit with Lessor.


 






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                (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 mechanics or materialmens 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 Lessors
attorneys fees and costs.


 


       7.4    Ownership;
Removal; Surrender; and Restoration.


 


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


 


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


 


                (c)    Surrender;
Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented
by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender
the Premises in the same condition as delivered to 


 


related to requirements of the holder of a mortgage or deed of trust
covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general
premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy
of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the base premium shall
be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal
use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium
cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).


 


       8.2    Liability
Insurance.


 


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


 


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


 


       8.3    Property
Insurance - Building, Improvements and Rental Value.


 


                (a)    Building
and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss
payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of
such insurance shall be equal to the full replacement cost of the Building and/or Project, 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 Lessees personal property shall be insured by
Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against
all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including
coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction
or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed
valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase
in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price
Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible
clause, the deductible amount shall not exceed $1,000 per occurrence.


 






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                (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 Lessees acts, omissions, use or occupancy of the Premises.


 


                (d)    Lessees
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    Lessees
Property; Business Interruption Insurance.


 


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


 


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


 


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


 


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


 


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


 


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


 


       8.8    Exemption
of Lessor from Liability. 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 place, (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 Lessees business or for any loss of income or profit therefrom. Instead, it is 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.


 


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


 


                (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 months Base Rent. Lessor shall notify Lessee in writing within
30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.


 



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


 


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


 


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


 


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


 


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


 






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       9.4    Total
Destruction. Notwithstanding any other 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 Lessors 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 months 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 Lessees receipt of Lessors 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 Lessors 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 Lessees option shall be extinguished.


 


       9.6    Abatement
of Rent; Lessees 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 Lessees use of the Premises is impaired, but not to exceed
the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee,
and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.


 


                (b)    Remedies.
If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way,
such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement
of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessees
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 Lessees Security Deposit as has not been, or is not then required to be, used by Lessor.


 



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10.    Real
Property Taxes.


 


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


 


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


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 Lessees said property shall
be assessed with Lessors real property, Lessee shall pay Lessor the taxes attributable to Lessees property within 10 days after
receipt of a written statement setting forth the taxes applicable to Lessees property.


 


11.    Utilities
and Services.


 


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


 



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


 


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


 


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


 


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


 


12.  Assignment
and Subletting.


 


      12.1   Lessors
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 Lessees interest in this Lease or in the Premises without Lessors prior written consent.


 


                (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 buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessees 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 Lessors option, be a Default curable after notice per Paragraph 13.1(c), or
a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment
or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i)
the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the
price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to 110% of the scheduled adjusted rent.


 



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                (e)    Lessees
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, i.e. 20 square feet or less, to be used by a third party vendor
in connection with the installation of a vending machine or payphone shall not constitute a subletting.


 


      12.2   Terms and Conditions Applicable to Assignment and Subletting.


 


                (a)    Regardless
of Lessors 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 Lessees 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 Lessors right to exercise its remedies for Lessees Default or Breach.


 


                (c)    Lessors
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 Lessees obligations under this Lease, including any assignee or sublessee, without first exhausting Lessors
remedies against any other person or entity responsible therefore 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
Lessors 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 $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 or 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)    Lessors
consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee
by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)


 






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


 


                (a)    Lessee
hereby assigns and transfers to Lessor all of Lessees interest in all Rent payable on any sublease, and Lessor may collect such
Rent and apply same toward Lessees obligations under this Lease; provided, however, that until a Breach shall occur in the performance
of Lessees obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease,
nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with
any of Lessees 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 Lessees 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.


 


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.


 






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                (c)    
The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituing
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.


 


                (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, (v) a requested subordination,
(vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41 (easements), or (viii)
any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any
such failure continues for a period of 10 days following written notice to Lessee.


 


                (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 13.1(a), (b) or (c), above, where such Default continues for a period
of 30 days after written notice; provided, however, that if the nature of Lessees 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 Lessees assets located at the Premises or of Lessees 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
Lessees assets located at the Premises or of Lessees interest in this Lease, where such seizure is not discharged within 30 days;
provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision
shall be of no force or effect, and not affect the validity of the remaining provisions.


 


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


 


                (h)    If
the performance of Lessees obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a
Guarantors liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantors becoming
insolvent or the subject of a bankruptcy filing, (iv) a Guarantors refusal to honor the guaranty, or (v) a Guarantors breach of
its guaranty obligation on an anticipatory basis, and Lessees 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.


 






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      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 Lessees behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The
costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any
check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all
future payments to be made by Lessee to be by cashiers check. In the event of a Breach, Lessor may, with or without further notice
or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:


 


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


 


                (b)    Continue
the Lease and Lessees 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 Lessors interests, shall not constitute a termination of the Lessees 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 Lessees 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 Lessees occupancy of the Premises.


 


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


 


      13.4    Late
Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall
not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such
late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessees 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 Lessors option, become due and payable quarterly in advance.


 



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                (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 Lessees 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 months Base Rent or the Security Deposit, reserving Lessees
right to seek reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.


 


14.    Condemnation. If
the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of
said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the
condemning authority takes title or possession, whichever first occurs. If more than 10% of the rentable floor area of the
Premises, or more than 25% of Lessees Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessees
option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in
the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease
as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base
Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation
awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in
value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be
entitled to any compensation for Lessees 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.


 






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15. Brokerage
Fees.


 


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


 


15.2    Assumption
of Obligations. Any buyer or transferee of Lessors interest in this Lease shall be deemed to have assumed Lessors 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 Lessees Broker when due, Lessees Broker may send written notice to Lessor and
Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies
to its Broker and offset such amounts against Rent. In addition, Lessees Broker shall be deemed to be a third party beneficiary
of any commission agreement entered into by and/or between Lessor and Lessors 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 finders fee in connection herewith. Lessee and Lessor do each hereby
agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may
be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying
Party, including any costs, expenses, attorneys fees reasonably incurred with respect thereto.


 


16.    Estoppel
Certificates.


 


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


 


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


 






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(c)    If
Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any
potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser,
including but not limited to Lessees 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 Lessees interest in the prior lease. In the
event of a transfer of Lessors title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or
assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all
liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject
to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the
Lessor as hereinabove defined.


 


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


 


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


 


20.    Limitation
on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its
partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of
Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against
Lessors 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, and shall be deemed sufficiently given if served in a manner specified in this
Paragraph 23. The addresses noted adjacent to a Partys signature on this Lease shall be that Partys 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 Lessees taking
possession of the Premises, the Premises shall constitute Lessees 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


 



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may
be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made
by Lessee in connection therewith which such statements and/or conditions shall be of no force or effect whatsoever unless specifically
agreed to in writing by Lessor al 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.  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.


 






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


 


                (iii)   Agent
Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate
licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and
consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to
both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity. honesty and loyalty in the dealings with
either Lesser or the Lessee. b. Other duties to the Lessor and the Lessee as staled 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 advise 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 for legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however,
that the foregoing limitation an each Broker’s Liability shall not be applicable to any gross negligence or
willful rnisconduct of such Broker.


 


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


 


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


 






    	27



    	 



    

 


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 Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph
30.3, attorn to such new Gilmer, and upon request, enter Into a new lease, containing all of the terms and provisions d this Lease.
with such new owner for the remainder or the term hereof, or, at the election of the new owner. this Lease will automatically
become a new lease between Lessee and such new Gilmer, 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 far 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 80 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.


 






    	28



    	 



    

 


       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 it 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


 


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.


 


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


 


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


 


37. Guarantor.


 


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


 


       37.2  Default.
It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty. including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in
the case of a corporate Guarantee 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.


 






    	29



    	 



    


 


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


 


       39.1  Definition.
“Option” shall mean: (a) the right to extend 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 art Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise
an Option because of the provisions of Paragraph 39.4(a).


 


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


 


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


 


41.  Reservations.


 


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


 



    	30



    	 



    

 





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


 


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


 


42.  Performance
Under Protest. If at are 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 far 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


 


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


 






    	31



    	 



    

 


PROCEEDING
INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.


 


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


 


49.
Americans with Disabilities Act. Since compliance with file Americans with Disabilities Act (ADA) is 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 ADA compliance, 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 11-11$ LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


 


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


 


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


 


2.   RETAIN
APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE
LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE
CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES
FOR LESSEE'S INTENDED USE.


 


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


 


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


 


	Executed
    at:	 	 	Executed
    at:	 
	On:	11/21/12	 	On:	 


 


	By
                                                                                                                                                                                 LESSOR:

         

        RJ
        Sorrento Terrace Investor, a California Limited Liabilty Company
	 	By
                                                                                                                                                                                                      LESSEE:

                                                                                                                                                                                                       

         

        MyEZsmokes,
        Inc.




 


	By:	/s/
                                                                                                                                                                                 Rodger
                                                                                                                                                                                 Grove
	 	By:	/s/
                                                                                                                                                                                 Dan
                                                                                                                                                                                 Balsiger




	Name Printed:	Rodger
    Grove	 	Name Printed:	Dan
    Balsiger



	Title:	President	 	Title:	President
    & owner



 


	By:	 

        
	 	By:	 

                                                                                                                                               




	Name Printed:		 	Name Printed:	



	Title:		 	Title:	






	Address:	2333
                                                                                                                                                                                 State
                                                                                                                                                                                 Street,
                                                                                                                                                                                 Suite
                                                                                                                                                                                 200

        
	 	Address:	11839
                                                                                                                                                                                 Sorrento
                                                                                                                                                                                 Valley
                                                                                                                                                                                 Road,

        

        

	 	Carlsbad,
    CA 92008	 	 	Suite
    39-C1
	 		 	 	San
    Diego, CA 92121



 


	Telephone:	(760)
                                                                                                                                                                                 720-6303

        

        
	 	Telephone:	(858)
                                                                                                                                                                                 509-2783

	Facsimile:	(760)
    720-6306	 	Facsimile	 






	Federal
    ID No.	 	 	Federal
    ID No.	 



 


	LESSOR’S
                                                       BROKER:
	 	 LESSEE’S
                                                       BROKER:

	 

        Cassidy
        Turley San Diego
	 	 

        Cassidy
        Turley San Diego



 


 


	Attn:
	Micheal
                                                                                                                    Cassolato
                                                                                                                    / Micheal
                                                                                                                    Mahoney
	 	 Attn:
	Micheal
                                                                                                                    Cassolato
                                                                                                                    / Micheal
                                                                                                                    Mahoney



 


	Address:
    	4350
                                                                                                                                La
                                                                                                                                Jolla
                                                                                                                                Village
                                                                                                                                Drive,
                                                                                                                                Suite
                                                                                                                                500
	 	Address:
    	4350
    La Jolla Village Drive, Suite 500
	San
    Diego, CA 92122 	 	San
    Diego, CA 92122


 


	Telephone:
	(858)
    546-5400	 	Telephone:
    	(858)
    546-5400


 


	Facsimile:
    	(858)
    630-6320	 	Facsimile:
    	(858)
    630-6320


 


NOTICE:
These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you





 






    	32



    	 



    

 


This
ADDENDUM TO LEASE (Addendum") is attached to and made part of that certain Standard Multi-Tenant Office Lease — Gross
("Lease"), dated November 12, 2012, by and between RJ Sorrento Terrace Investors, a California Limited Partnership
("Lessor"), and MyEZsmokes, Inc ("Lessee"). Should the provisions and conditions of this Addendum
conflict with the provisions and conditions of the Lease, the provisions and conditions of this Addendum shall prevail, All references
in the Lease and in this Addendum to the "Lease" shall be construed to mean the lease (and all exhibits attached
to the Lease), as amended and supplemented by this Addendum. All capitalized terms not defined herein shall have the meanings
set forth in the Lease. This Addendum modified the Lease in the follow particulars only.


 


1.2
(b) Parking:


 


Lessee
shall have the right to use one (1) unreserved stall and zero (0) reserved stalls at no cost to Lessee. Additional parking is
located on Sorrento Valley Road adjacent to the Project. Lessor shall have the right, without notice to remove or tow away any
vehicles that violate the Parking Rules and Regulations set forth in the Lease Document.


 


1.5
Base Rent:


 


On
each twelve (12) month anniversary of the Commencement Date, the Base Rent shall increase by three percent (3%). Assuming that
Lessee is not in default of the Lease, Base Rent shall be abated in the form of half rent for months two (2) through eight (8).


 





	 	Months	 	 	Period	 	Rent	 
	 	 	 	 	 	 	 	 
	 	1	 	 	December 1, 2012 - December 31, 2012	 	$	1,386.72	 
	 	 	 	 	 	 	 	 	 	 
	 	2-8	 	 	January 1, 2013 - July 31, 2013	 	$	693.36	 
	 	 	 	 	 	 	 	 	 	 
	 	9-12	 	 	August 1, 2013 - November 30, 2013	 	$	1,386.72	 
	 	 	 	 	 	 	 	 	 	 
	 	13-24	 	 	December 1. 2013 - November 30, 2014	 	$	1,428.32	 








 


8.5
Insurance Policies:


 


Pursuant
to your Lease, all tenants must comply with the Insurance requirements as stated in the lease document. Please review these lease
provisions in order to provide our office with a current and appropriate Certificate of Insurance at your earliest convenience.
You may forward the specific lease provisions to your insurance broker or agent to issue the Certificate. Listed below is a summary
of the general insurance guidelines. Please comply with the Lease requirements.


 


Certificate
Holder must read:


 


RJ
Sorrento Terrace Investors, LLC and 

RJ Realty Investors, LLC


c/o
Essex Realty Management, Inc. 


1550
Hotel Circle North, #150


San
Diego, CA 92108


 


The
Certificate of Insurance requires an Additional insured Endorsement naming the following as Additional Insured:


 


RJ
Sorrento Terrace Investors, LLC,


RJ
Realty Investors, LLC AND 

Essex Realty Management, Inc.


 


Commercial
General Liability Coverage in an amount not less than $1,000,000.00 per occurrence, with an aggregate of not less than $2,000,000.00.


 


Written
Notice of Cancellation must be per the terms of Section 8.5.


 


Other:
Workman's Compensation Insurance


 






    	33



    	 



    

 





Other:
Property Damage Insurance for the personal property within the tenant's space


 


Other:
Business Interruption Insurance


 


The
property address (including tenant suite address, if applicable) must be listed in the description box. indicating the Premises
that is being covered by the insurance policy.


 


	50.	Tenant Improvements




 


Lessor,
at Lessor's sole cost, shall provide improvements per the following list. Otherwise, the Premises shall be accepted in "as-is"
condition. Agreed upon improvements shall be made utilizing building standard materials and finishes to include the following.
All Tenant improvement to be installed by Tenant must have prior approval of ownership.


 


		●	Install
                                         new light bulbs as needed



 


	51.	Reconciliation
and Adjustment of Common Area Expenses by Lessor. Within approximately  one hundred twenty days (120) days after the
end of each calendar year, Lessor shall give Notice to Lessee specifying the total Common Area Expenses for that year as prepared
by Lessor's representative, Lessee's Pro Rata Share of those Common Area Expenses, and the total payments made by Lessee on account
of Common Area Expenses during that year , ("Lessee's Notice"). If the Lessee's Notice indicates that Lessee's Pro
Rata Share of the Common Area Expenses exceeds Lessee's payments, Lessee shall pay Lessor the deficiency within ten (10) days
after that Notice. If the Notice indicates that Lessee's payments exceed Lessor's Pro Rata Share of the Common Area Expenses,
Lessee shall be entitled to credit the excess against future payments as they become due, and any uncredited excess shall be refunded
along with the final reconciliation Notice given after the end of the Lease Term. Failure of Lessor to provide Lessee's Notice
under this section within the period(s) prescribed shall not in any way excuse Lessee from its obligations to pay Lessee's Pro
Rata Share of Common Area Expenses or constitute a waiver of Lessor's rights to require payment thereof.




 


	52.	Lessee's Audit
Rights. Within Sixty (60) days after Lessor furnishes Lessee with Lessee's Notice as described in section 4.2(f) due under
the lease for any calendar year, Lessee may at its expense elect to Audit the expenses for such calendar year. If Lessee chooses
to conduct an Audit, Lessee shall provide Lessor with written notice. ("Lessor Notice"), of such intent within 30 days
upon receiving Lessee's Notice as described in section 4.2(f). Audit shall be concluded and final Audit report shall be delivered
to the Lessor within 30 days of Lessor's Notice. If Lessor does not dispute Audit report Lessor shall credit any overpayment against
next rent duo. Likewise, Lessee shall pay Lessor any underpayment determined by the Audit within 30 days of delivery of Audit
Report to Lessor. If Lessee does not provide Lessor's Notice and/or Audit report to Lessor within prescribed time periods
the Lessee's Notice as described in section 4.2 (f) shall be deemed approved for all purposes, and Lessee shall have no further
rights to review or contest same. All audit results shall remain confidential between Lessor and Lessee,




 


AGREED
& ACCEPTED:


 


	LESSOR:	 	Lessee:
	RJ
                                         Sorrento Terrace Investors, a

        California
        Limited Liability Company
	 	MyEZsmokes,
    Inc.
	 	 	 
	By	/s/
    Rodger Grove	 	By:	/s/
    Dan Balsiger
	 	Rodger
    Grove	 	 	Title:
    President & Owner
	 	Title:
    President	 	 	 
	 	 	 	 	 
	Date:
    	11/21/12	 	Date:
    	11/14/12


 


 


34