COMMERCIAL
LEASE AGREEMENT


 


THIS
LEASE AGREEMENT is made and entered into [2/1/2014], by and between [Ceres Ave Trust], (hereinafter referred to as”Landlord”),
and [Blow & Drive Interlock Inc.], (hereinafter referred to as “Tenant”).


 


ARTICLE
I - GRANT OF LEASE


 


Landlord,
in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby
lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit “A”
attached hereto and by reference made a part hereof (the “Leased Premises”), together with, as part of the parcel,
all improvements located thereon.


 


ARTICLE
II - LEASE TERM


 


Section
1. Total Term of Lease. The term of this Lease shall begin on the commencement date, as defined in Section 2 of this Article II,
and shall terminate on [1/30/2019].


 


Section
2. Commencement Date. The “Commencement Date” shall mean the date on which the Tenant shall commence to conduct business
on the Leased remised, so long as such date is not in excess of sixty (60) days subsequent to execution hereof.


 


ARTICLE
III - EXTENSIONS


 


The
parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by
the parties at the time of any such extension.


 


ARTICLE
IV - DETERMINATION OF RENT


 


The
Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall
from time to time direct by notice to the Tenant, rent at the following rates and times:


 


Section
1. Annual Rent. Annual rent for the term of the Lease shall be [fifty four thousand] Dollars ($54,000), plus applicable sales
tax.


 


Section
2. Payment of Yearly Rent. The annual rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th) of
the total yearly rent, which shall be [four thousand five hundred] Dollars ($4,500), on the first day of each and every calendar
month during the term hereof, and prorate for the fractional portion of any month, except that on the first day of the calendar
month immediately following the Commencement Date, the Tenant calendar month immediately following the Commencement Date, the
Tenant shall also pay to the Landlord rent at the said rate for any portion of the preceding calendar month included in the term
of this Lease.


 




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Reference
to yearly rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder
is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon.


 


A
late fee in the amount of [AMOUNT] Dollars ($100) shall be assessed if payment is not postmarked or received by Landlord on or
before the tenth day of each month.


 


ARTICLE
V - SECURITY DEPOSIT


 


The
Tenant has deposited with the Landlord the sum of [eighteen thousand] Dollars ($18,000) as security for the full and
faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant. Such sum shall be
returned to the Tenant after the expiration of this lease, provided the Tenant has fully and faithfully carried out all of
its terms. In the event of a bona fide sale of the property of which the leased premises are a part, the Landlord shall have
the right to transfer the security to the purchaser to be held under the terms of this lease, and the Landlord shall be
released from all liability for the return of such security to the Tenant.


 


ARTICLE
VI - TAXES


 


Section
1. Personal Property Taxes. The Tenant shall be liable for all taxes levied against any leasehold interest of the Tenant or personal
property and trade fixtures owned or placed by the Tenant in the Leased Premises.


 


Section
2. Real Estate Taxes. During the continuance of this lease Landlord shall deliver to Tenant a copy of any real estate taxes and
assessments against the Leased Property. From and after the Commencement Date, the Tenant shall pay to Landlord not later than
twenty-one (21) days after the day on which the same may become initially due, all real estate taxes and assessments applicable
to the Leased Premises, together with any interest and penalties lawfully imposed thereon as a result of Tenant’s late payment
thereof, which shall be levied upon the Leased Premises during the term of this Lease.


 



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Section
3. Contest of Taxes. The Tenant, at its own cost and expense, may, if it shall in good faith so desire, contest by
appropriate proceedings the amount of any personal or real property tax. The Tenant may, if it shall so desire, endeavor at
any time or times, by appropriate proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax
purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with the Tenant at Tenant’s
expense in said proceedings and the Landlord agrees to sign and deliver such papers and instruments as may be necessary to
prosecute such proceedings, the Tenant shall have the right to contest the amount of any such tax and the Tenant shall have
the right to withhold payment of any such tax, if the statute under which the Tenant is contesting such tax so
permits.


 


Section
4. Payment of Ordinary Assessments. The Tenant shall pay all assessments, ordinary and extraordinary, attributable to or against
the Leased Premises not later than twenty-one (21) days after the day on which the same became initially due. The Tenant may take
the benefit of any law allowing assessments to be paid in installments and in such event the Tenant shall only be liable for such
installments of assessments due during the term hereof.


 


Section
5. Changes in Method of Taxation. Landlord and Tenant further agree that if at any time during the term of this Lease, the present
method of taxation or assessment of real estate shall be changed so that the whole or any part of the real estate taxes, assessment
or governmental impositions now levied, assessed or imposed on the Leased Premises shall, in lieu thereof, be assessed, levied,
or imposed wholly or in part, as a capital levy or otherwise upon the rents reserved herein or any part thereof, or as a tax,
corporation franchise tax, assessment, levy or charge, or any part thereof, measured by or based, in whole or in part, upon the
Leased Premises or on the rents derived therefrom and imposed upon the Landlord, then the Tenant shall pay all such taxes, assessments,
levies, impositions, or charges. Nothing contained in this Lease shall require the Tenant to pay an estate, inheritance, succession,
capital levy, corporate franchise, gross receipts, transfer or income tax of the Landlord, nor shall any of the same be deemed
real estate taxes as defined herein unless the same be imposed in lieu of the real estate taxes.


 


ARTICLE
VII - CONSTRUCTION AND COMPLETION


 


Section
1. Improvements by TENANT. Tenant may have prepared plans and specifications for the construction of improvements, and, if so,
such plans and specifications are attached hereto as Exhibit “B” and incorporated herein by reference. Tenant shall
obtain all certificates, permits, licenses and other authorizations of governmental bodies or authorities which are necessary
to permit the construction of the improvements on the demised premises and shall keep the same in full force and effect at Tenant’s
cost.


 



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Tenant
shall negotiate, let and supervise all contracts for the furnishing of services, labor, and maerials for the construction of the
improvements on the demised premises at its cost. All such contracts shall require the contracting party to guarantee performance
and all workmanship and materials installed by it for a period of one year following the date of completion of construction. Tenant
shall cause all contracts to be fully and completely performed in a good and workmanlike manner, all to the effect that the improvements
shall be fully and completely constructed and installed in accordance with good engineering and construction practice.


 


During
the course of construction, Tenant shall, at its cost, keep in full force and effect a policy of builder’s risk and liability
insurance in a sum equal, from time to time, to three times the amount expended for construction of the improvements. All risk
of loss or damage to the improvements during the course of construction shall be on Tenant with the proceeds from insurance thereon
payable to Landlord.


 


Upon
completion of construction, Tenant shall, at its cost, obtain an occupancy permit and all other permits or licenses necessary
for the occupancy of the improvements and the operation of the same as set out herein and shall keep the same in force.


 


Nothing
herein shall alter the intent of the parties that Tenant shall be fully and completely responsible for all aspects pertaining
to the construction of the improvements of the demised premises and for the payment of all costs associated therewith. Landlord
shall be under no duty to investigate or verify Tenant’s compliance with the provision herein. Moreover, neither Tenant
nor any third party may construe the permission granted Tenant hereunder to create any responsibility on the part of the Landlord
to pay for any improvements, alterations or repairs occasioned by the Tenant. The Tenant shall keep the property free and clear
of all liens and, should the Tenant fail to do so, or to have any liens removed from the property within fourteen (14) days of
notification to do so by the Landlord , in addition to all other remedies available to the Landlord , the Tenant shall indemnify
and hold the Landlord harmless for all costs and expenses, including attorney’s fees, occasioned by the Landlord in having
said lien removed from the property; and, such costs and expenses shall be billed to the Tenant monthly and shall be payable by
the Tenant with that month’s regular monthly rental as additional reimburseable expenses to the Landlord by the Tenant.


 


Section
2. Utilities. Tenant shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, and other
services incident to Tenant’s use of the Leased Premises, whether or not the cost thereof be a charge or imposition against
the Leased Premises.


 



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ARTICLE
VIII - OBLIGATIONS FOR REPAIRS


 


Section
1. LANDLORD’S Repairs. Subject to any provisions herein to the contrary, and except for maintenance or replacement necessitated
as the result of the act or omission of sublessees, licensees or contractors, the Landlord shall be required to repair only defects,
deficiencies, deviations or failures of materials or workmanship in the building. The Landlord shall keep the Leased Premises
free of such defects, deficiencies, deviations or failures during the first twelve (12) months of the term hereof.


 


Section
2. TENANT’S Repairs. The Tenant shall repair and maintain the Leased Premises in good order and condition, except for reasonable
wear and tear, the repairs required of Landlord pursuant hereto, and maintenance or replacement necessitated as the result of
the act or omission or negligence of the Landlord, its employees, agents, or contractors.


 


Section
3. Requirements of the Law. The Tenant agrees that if any federal, state or municipal government or any department or division
thereof shall condemn the Leased Premises or any part thereof as not in conformity with the laws and regulations relating to the
construction thereof as of the commencement date with respect to conditions latent or otherwise which existed on the Commencement
Date, or, with respect to items which are the Landlord’s duty to repair pursuant to Section 1 and 3 of this Article; and
such federal, state or municipal government or any other department or division thereof, has ordered or required, or shall hereafter
order or require, any alterations or repairs thereof or installations and repairs as may be necessary to comply with such laws,
orders or requirements (the validity of which the Tenant shall be entitled to contest); and if by reason of such laws, orders
or the work done by the Landlord in connection therewith, the Tenant is deprived of the use of the Leased Premises, the rent shall
be abated or adjusted, as the case may be, in proportion to that time during which, and to that portion of the Leased Premises
of which, the Tenant shall shall be deprived as a result thereof, and the Landlord shall be obligated to make such repairs, alterations
or modifications at Landlord’s expense.


 


All
such rebuilding, altering, installing and repairing shall be done in accordance with Plans and Specifications approved by
the Tenant, which approval shall not be unreasonably withheld. If, however, such condemnation, law, order or requirement, as
in this Article set forth, shall be with respect to an item which shall be the Tenant’s obligation to repair pursuant
to Section 2 of this Article VII or with respect to Tenant’s own costs and expenses, no abatement or adjustment of rent
shall be granted; provided, however, that Tenant shall also be entitled to contest the validity thereof.


 



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Section
4. TENANT’S Alterations. The Tenant shall have the right, at its sole expense, from time to time, to redecorate the Leased
Premises and to make such non-structural alterations and changes in such parts thereof as the Tenant shall deem expedient or necessary
for its purposes; provided, however, that such alterations and changes shall neither impair the structural soundness nor diminish
the value of the Leased Premises. The Tenant may make structural alterations and additions to the Leased Premises provided that
Tenant has first obtained the consent thereto of the Landlord in writing. The Landlord agrees that it shall not withhold such
consent unreasonably. The Landlord shall execute and deliver upon the request of the Tenant such instrument or instruments embodying
the approval of the Landlord which may be required by the public or quasi public authority for the purpose of obtaining any licenses
or permits for the making of such alterations, changes and/or installations in, to or upon the Leased Premises and the Tenant
agrees to pay for such licenses or permits.


 


Section
5. Permits and Expenses. Each party agrees that it will procure all necessary permits for making any repairs, alterations, or
other improvements for installations, when applicable. Each Party hereto shall give written notice to the other party of any repairs
required of the other pursuant to the provisions of this Article and the party responsible for said repairs agrees promptly to
commence such repairs and to prosecute the same to completion diligently, subject, however, to the delays occasioned by events
beyond the control of such party.


 


Each
party agrees to pay promptly when due the entire cost of any work done by it upon the Leased Premises so that the Leased Premises
at all times shall be free of liens for labor and materials. Each party further agrees to hold harmless and indemnify the other
party from and against any and all injury, loss, claims or damage to any person or property occasioned by or arising out of the
doing of any such work by such party or its employees, agents or contractors. Each party further agrees that in doing such work
that it will employ materials of good quality and comply with all governmental requirements, and perform such work in a good and
workmanlike manner.


 


ARTICLE
IX - TENANT’S COVENANTS


 


Section
1. TENANT’S Covenants. Tenant covenants and agrees as follows:


 


a. To
procure any licenses and permits required for any use made of the Leased Premises by Tenant, and upon the expiration or
termination of this Lease, to remove its goods and effects and those of all persons claiming under it, and to yield up
peaceably to Landlord the Leased Premises in good order, repair and condition in all respects; excepting only damage by fire
and casualty covered by Tenant’s insurance coverage, structural repairs (unless Tenant is obligated to make such
repairs hereunder) and reasonable wear and tear;


 



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b. To permit Landlord and its agents to examine the Leased Premises at reasonable times and to show the Leased Premises to
prospective purchasers of the Building and to provide Landlord, if not already available, with a set of keys for the purpose
of said examination, provided that Landlord shall not thereby unreasonably interfere with the conduct of Tenant’s
business;


 


c. To permit Landlord to enter the Leased Premises to inspect such repairs, improvements, alterations or additions thereto as may
be required under the provisions of this Lease. If, as a result of such repairs, improvements, alterations, or additions, Tenant
is deprived of the use of the Leased Premises, the rent shall be abated or adjusted, as the case may be, in proportion to that
time during which, and to that portion of the Leased Premises of which, Tenant shall be deprived as a result thereof.


 


ARTICLE
X - INDEMNITY BY TENANT


 


Section
1. Indemnity and Public Liability. The Tenant shall save Landlord harmless and indemnify Landlord from all injury, loss, claims
or damage to any person or property while on the Leased Premises, unless caused by the willful acts or omissions or gross negligence
of Landlord, its employees, agents, licensees or contractors. Tenant shall maintain, with respect to the Leased Premises, public
liability insurance with limits of not less than one million dollars for injury or death from one accident and $250,000.00 property
damage insurance, insuring Landlord and Tenant against injury to persons or damage to property on or about the Leased Premises.
A copy of the policy or a certificate of insurance shall be delivered to Landlord on or before the commencement date and no such
policy shall be cancellable without ten (10) days prior written notice to Landlord.


 


ARTICLE
XI - USE OF PROPERTY BY TENANT


 


Section
1. Use. The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known as a [DESCRIBE].


 


Nothing
herein shall give Tenant the right to use the property for any other purpose or to sublease, assign, or license the use of
the property to any sublessee, assignee, or licensee, which or who shall use the property for any other use.


 



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ARTICLE
XII - SIGNAGE


 


Section
1. Exterior Signs. Tenant shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances,
to erect and thereafter, to repair or replace, if it shall so elect signs on any portion of the Leased Premises, providing that
Tenant shall remove any such signs upon termination of this lease, and repair all damage occasioned thereby to the Leased Premises.


 


Section
2. Interior Signs. Tenant shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances,
to erect, maintain, place and install its usual and customary signs and fixtures in the interior of the Leased Premises.


 


ARTICLE
XIII - INSURANCE


 


Section
1. Insurance Proceeds. In the event of any damage to or destruction of the Leased Premises, Tenant shall adjust the loss and settle
all claims with the insurance companies issuing such policies. The parties hereto do irrevocably assign the proceeds from such
insurance policies for the purposes hereinafter stated to any institutional first mortgagee or to Landlord and Tenant jointly,
if no institutional first mortgagee then holds an interest in the Leased Premises. All proceeds of said insurance shall be paid
into a trust fund under the control of any institutional first mortgagee, or of Landlord and Tenant if no institutional first
mortgagee then holds an interest in the Leased Premises, for repair, restoration, rebuilding or replacement, or any combination
thereof, of the Leased Premises or of the improvements in the Leased Premises. In case of such damage or destruction, Landlord
shall be entitled to make withdrawals from such trust fund, from time to time, upon presentation of:


 


a. bills for labor and materials expended in repair, restoration, rebuilding or replacement, or any combination thereof;


 


b. Landlord’s sworn statement that such labor and materials for which payment is being made have been furnished or delivered
on site; and


 


c. the certificate of a supervising architect (selected by Landlord and Tenant and approved by an institutional first mortgagee,
if any, whose fees will be paid out of said insurance proceeds) certifying that the work being paid for has been completed in
accordance with the Plans and Specifications previously approved by Landlord , Tenant and any institutional first mortgagee in
a first class, good and workmanlike manner and in accordance with all pertinent governmental requirements.


 



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Any
insurance proceeds in excess of such proceeds as shall be necessary for such repair, restoration, rebuilding, replacement or any
combination thereof shall be the sole property of Landlord subject to any rights therein of Landlord’s mortgagee, and if
the proceeds necessary for such repair, restoration, rebuilding or replacement, or any combination thereof shall be inadequate
to pay the cost thereof, Tenant shall suffer the deficiency.


 


Section
2. Subrogation. Landlord and Tenant hereby release each other, to the extent of the insurance coverage provided hereunder, from
any and all liability or responsibility (to the other or anyone claiming through or under the other by way of subrogation or otherwise)
for any loss to or damage of property covered by the fire and extended coverage insurance policies insuring the Leased Premises
and any of Tenant’s property, even if such loss or damage shall have been caused by the fault or negligence of the other
party.


 


Section
3. Contribution. Tenant shall reimburse Landlord for all insurance premiums connected with or applicable to the Leased Premises
for whatever insurance policy the Landlord , at its sole and exclusive option, should select.


 


ARTICLE
XIV - DAMAGE TO DEMISED PREMISES


 


Section
1. Abatement or Adjustment of Rent. If the whole or any part of the Leased Premises shall be damaged or destroyed by fire or other
casualty after the execution of this Lease and before the termination hereof, then in every case the rent reserved in Article
IV herein and other charges, if any, shall be abated or adjusted, as the case may be, in proportion to that portion of the Leased
Premises of which Tenant shall be deprived on account of such damage or destruction and the work of repair, restoration, rebuilding,
or replacement or any combination thereof, of the improvements so damaged or destroyed, shall in no way be construed by any person
to effect any reduction of sums or proceeds payable under any rent insurance policy.


 


Section
2. Repairs and Restoration. Landlord agrees that in the event of the damage or destruction of the Leased Premises, Landlord forthwith
shall proceed to repair, restore, replace or rebuild the Leased Premises (excluding Tenant’s leasehold improvements), to
substantially the condition in which the same were immediately prior to such damage or destruction. The Landlord thereafter shall
diligently prosecute said work to completion without delay or interruption except for events beyond the reasonable control of
Landlord . Notwithstanding the foregoing, if Landlord does not either obtain a building permit within ninety (90) days of the
date of such damage or destruction, or complete such repairs, rebuilding or restoration and comply with conditions (a), (b) and
(c) in Section 1 of Article XIII within nine (9) months of such damage or destruction, then Tenant may at any time thereafter
cancel and terminate this Lease by sending ninety (90) days written notice thereof to Landlord , or, in the alternative, Tenant
may, during said ninety (90) day period, apply for the same and Landlord shall cooperate with Tenant in Tenant’s application.
Notwithstanding the foregoing, if such damage or destruction shall occur during the last year of the term of this Lease, or during
any renewal term, and shall amount to twenty-five (25%) percent or more of the replacement cost, (exclusive of the land and foundations),
this Lease, except as hereinafter provided in Section 3 of Article XV, may be terminated at the election of either Landlord or
Tenant, provided that notice of such election shall be sent by the party so electing to the other within thirty (30) days after
the occurrence of such damage or destruction. Upon termination, as aforesaid, by either party hereto, this Lease and the term
thereof shall cease and come to an end, any unearned rent or other charges paid in advance by Tenant shall be refunded to Tenant,
and the parties shall be released hereunder, each to the other, from all liability and obligations hereunder thereafter arising.


 



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ARTICLE
XV - CONDEMNATION


 


Section
1. Total Taking. If, after the execution of this Lease and prior to the expiration of the term hereof, the whole of the
Leased Premises shall be taken under power of eminent domain by any public or private authority, or conveyed by Landlord to
said authority in lieu of such taking, then this Lease and the term hereof shall cease and terminate as of the date when
possession of the Leased Premises shall be taken by the taking authority and any unearned rent or other charges, if any, paid
in advance, shall be refunded to Tenant.


 


Section
2. Partial Taking. If, after the execution of this Lease and prior to the expiration of the term hereof, any public or private
authority shall, under the power of eminent domain, take, or Landlord shall convey to said authority in lieu of such taking, property
which results in a reduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a portion of the Leased
Premises that substantially interrupts or substantially obstructs the conducting of business on the Leased Premises; then Tenant
may, at its election, terminate this Lease by giving Landlord notice of the exercise of Tenant’s election within thirty
(30) days after Tenant shall receive notice of such taking. In the event of termination by Tenant under the provisions of Section
1 of this Article XV, this Lease and the term hereof shall cease and terminate as of the date when possession shall be taken by
the appropriate authority of that portion of the Entire Property that results in one of the above takings, and any unearned rent
or other charges, if any, paid in advance by Tenant shall be refunded to Tenant.


 


Section
3. Restoration. In the event of a taking in respect of which Tenant shall not have the right to elect to terminate this Lease
or, having such right, shall not elect to terminate this Lease, this Lease and the term thereof shall continue in full force and
effect and Landlord , at Landlord’s sole cost and expense, forthwith shall restore the remaining portions of the Leased
Premises, including any and all improvements made theretofore to an architectural whole in substantially the same condition that
the same were in prior to such taking. A just proportion of the rent reserved herein and any other charges payable by Tenant hereunder,
according to the nature and extent of the injury to the Leased Premises and to Tenant’s business, shall be suspended or
abated until the completion of such restoration and thereafter the rent and any other charges shall be reduced in proportion to
the square footage of the Leased Premises remaining after such taking.


 


Section
4. The Award. All compensation awarded for any taking, whether for the whole or a portion of the Leased Premises, shall be the
sole property of the Landlord whether such compensation shall be awarded for diminution in the value of, or loss of, the leasehold
or for diminution in the value of, or loss of, the fee in the Leased Premises, or otherwise. The Tenant hereby assigns to Landlord
all of Tenant’s right and title to and interest in any and all such compensation. However, the Landlord shall not be entitled
to and Tenant shall have the sole right to make its independent claim for and retain any portion of any award made by the appropriating
authority directly to Tenant for loss of business, or damage to or depreciation of, and cost of removal of fixtures, personalty
and improvements installed in the Leased Premises by, or at the expense of Tenant, and to any other award made by the appropriating
authority directly to Tenant.


 


Section
5. Release. In the event of any termination of this Lease as the result of the provisions of this Article XV, the parties, effective
as of such termination, shall be released, each to the other, from all liability and obligations thereafter arising under this
lease.


 



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ARTICLE
XVI - DEFAULT


 


Section
1. LANDLORD’S Remedies. In the event that:


 


a. Tenant shall on three or more occasions be in default in the payment of rent or other charges herein required to be paid by Tenant
(default herein being defined as payment received by Landlord ten or more days subsequent to the due date), regardless of whether
or not such default has occurred on consecutive or non-consecutive months; or


 


b. Tenant has caused a lien to be filed against the Landlord’s property and said lien is not removed within thirty (30) days
of recordation thereof; or


 


c.
Tenant shall default in the observance or performance of any of the covenants and agreements required to be performed and observed
by Tenant hereunder for a period of thirty (30) days after notice to Tenant in writing of such default (or if such default shall
reasonably take more than thirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days and diligently
prosecuted the same to completion); or


 


d. Sixty (60) days have elapsed after the commencement of any proceeding by or against
Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or future Federal Bankruptcy Act or any other present or future applicable
federal, state or other statute or law, whereby such proceeding shall not have been dismissed (provided, however, that the non-dismissal
of any such proceeding shall not be a default hereunder so long as all of Tenant’s covenants and obligations hereunder are
being performed by or on behalf of Tenant); then Landlord shall be entitled to its election (unless Tenant shall cure such default
prior to such election), to exercise concurrently or successively, any one or more of the following rights:


 


I.
Terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the
date specified in such notice of termination, with the same force and effect as though the date so specified were the date
herein originally fixed as the termination date of the term of this Lease, and all rights of Tenant under this Lease and in
and to the Premises shall expire and terminate, and Tenant shall remain liable for all obligations under this Lease arising
up to the date of such termination, and Tenant shall surrender the Premises to Landlord on the date specified in such notice;
or


 


ii. Terminate this Lease as provided herein and recover from Tenant all damages Landlord may incur by reason of
Tenant’s default, including, without limitation, a sum which, at the date of such termination, represents the then
value of the excess, if any, of (a) the Minimum Rent, Percentage Rent, Taxes and all other sums which would have been payable
hereunder by Tenant for the period commencing with the day following the date of such termination and ending with the date
herein before set for the expiration of the full term hereby granted, over (b) the aggregate reasonable rental value of the
Premises for the same period, all of which excess sum shall be deemed immediately due and payable; or


 



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iii.
Without terminating this Lease, declare immediately due and payable all Minimum Rent, Taxes, and other rents and amounts due
and coming due under this Lease for the entire remaining term hereof, together with all other amounts previously due, at
once; provided, however, that such payment shall not be deemed a penalty or liquidated damages but shall merely constitute
payment in advance of rent for the remainder of said term. Upon making such payment, Tenant shall be entitled to receive from
Landlord all rents received by Landlord from other assignees, tenants, and subtenants on account of said Premises during the
term of this Lease, provided that the monies to which tenant shall so become entitled shall in no event exceed the entire
amount actually paid by Tenant to Landlord pursuant to the preceding sentence less all costs, expenses and attorney’s
fees of Landlord incurred in connection with the reletting of the Premises; or


 


iv.
Without terminating this Lease, and with or without notice to Tenant, Landlord may in its own name but as agent for Tenant
enter into and upon and take possession of the Premises or any part thereof, and, at landlord’s option, remove persons
and property therefrom, and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and
for the account of Tenant, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agent of Tenant with or without
advertisement, and by private negotiations and for any term upon such terms and conditions as Landlord may deem necessary or
desirable in order to relet the Premises. Landlord shall in no way be responsible or liable for any rental concessions or any
failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon such
reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness
(other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of such
reletting, including, without limitation, brokerage fees and attorney’s fees and costs of alterations and repairs;
third, to the payment of rent and other charges then due and unpaid hereunder; and the residue, if any shall be held by
Landlord to the extent of and for application in payment of future rent as the same may become due and payable hereunder. In
reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant shall not be credited therefor. If such
rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the
entire sums then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at
Landlord’s option, be calculated and paid monthly. No such reletting shall be construed as an election by Landlord to
terminate this Lease unless a written notice of such election has been given to Tenant by Landlord. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous
default provided same has not been cured; or


 



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v. Without liability to Tenant or any other party and without constituting a constructive or actual eviction, suspend or discontinue
furnishing or rendering to Tenant any property, material, labor, Utilities or other service, whether Landlord is obligated to
furnish or render the same, so long as Tenant is in default under this Lease; or


 


vi. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes due; or


 


vii. Foreclose the security interest described herein, including the immediate taking of possession of all property on or in the Premises;
or


 


viii. Pursue such other remedies as are available at law or equity.


 


e.
Landlord’s pursuit of any remedy of remedies, including without limitation, any one or more of the remedies stated herein
shall not (1) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease or
any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination, or (2) sever as the
basis for any claim of constructive eviction, or allow Tenant to withhold any payments under this Lease.


 


Section
2. LANDLORD’S Self Help. If in the performance or observance of any agreement or condition in this Lease contained on its
part to be performed or observed and shall not cure such default within thirty (30) days after notice from Landlord specifying
the default (or if such default shall reasonably take more than thirty (30) days to cure, shall diligently prosecuted the same
to completion), Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter
cure such default for the account of Tenant, and any amount paid or contractual liability incurred by Landlord in so doing shall
be deemed paid or incurred for the account of Tenant and Tenant agrees to reimburse Landlord therefor and save Landlord harmless
therefrom. Provided, however, that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period,
without notice to Tenant if any emergency situation exists, or after notice to Tenant, if the curing of such default prior to
the expiration of said waiting period is reasonably necessary to protect the Leased Premises or Landlord’s interest therein,
or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid
for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of rent due and
shall for all purposes be deemed and treated as rent hereunder.


 



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Section
3. TENANT’S Self Help. If Landlord shall default in the performance or observance of any agreement or condition in this
Lease contained on its part to be performed or observed, and if Landlord shall not cure such default within thirty (30) days after
notice from Tenant specifying the default (or, if such default shall reasonably take more than thirty (30) days to cure, and Landlord
shall not have commenced the same within the thirty (30) days and diligently prosecuted the same to completion), Tenant may, at
its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account
of Landlord and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for
the account of Landlord and Landlord shall reimburse Tenant therefor and save Tenant harmless therefrom. Provided, however, that
Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, without notice to Landlord if an
emergency situation exists, or after notice to Landlord , if the curing of such default prior to the expiration of said waiting
period is reasonably necessary to protect the Leased Premises or Tenant’s interest therein or to prevent injury or damage
to persons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid or liability incurred for the
account of Landlord hereunder, said amount or liability may be deducted by Tenant from the next or any succeeding payments of
rent due hereunder; provided, however, that should said amount or the liability therefor be disputed by Landlord, Landlord may
contest its liability or the amount thereof, through arbitration or through a declaratory judgment action and Landlord shall bear
the cost of the filing fees therefor.


 


ARTICLE
XVII - TITLE


 


Section
1. Subordination. Tenant shall, upon the request of Landlord in writing, subordinate this Lease to the lien of any present or
future institutional mortgage upon the Leased Premises irrespective of the time of execution or the time of recording of any such
mortgage. Provided, however, that as a condition to such subordination, the holder of any such mortgage shall enter first into
a written agreement with Tenant in form suitable for recording to the effect that:


 



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a. in the event of foreclosure or other action taken under the mortgage by the holder thereof, this Lease and the rights of Tenant
hereunder shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder,
and


 


b.
such holder shall permit insurance proceeds and condemnation proceeds to be used for any restoration and repair required by
the provisions of Articles XIII, XIV or XV, respectively. Tenant agrees that if the mortgagee or any person claiming under
the mortgagee shall succeed to the interest of Landlord in this Lease, Tenant will recognize said mortgagee or person as its
Landlord under the terms of this Lease, provided that said mortgagee or person for the period during which said mortgagee or
person respectively shall be in possession of the Leased Premises and thereafter their respective successors in interest
shall assume all of the obligations of Landlord hereunder. The word “mortgage”, as used herein includes
mortgages, deeds of trust or other similar instruments, and modifications, and extensions thereof. The term
“institutional mortgage” as used in this Article XVII means a mortgage securing a loan from a bank (commercial or
savings) or trust company, insurance company or pension trust or any other lender institutional in nature and constituting a
lien upon the Leased Premises.


 


Section
2. Quiet Enjoyment. Landlord covenants and agrees that upon Tenant paying the rent and observing and performing all of the terms,
covenants and conditions on Tenant’s part to be observed and performed hereunder, that Tenant may peaceably and quietly
have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or molestation from
Landlord or any persons lawfully claiming through Landlord .


 


Section
3. Zoning and Good Title. Landlord warrants and represents, upon which warranty and representation Tenant has relied in the
execution of this Lease, that Landlord is the owner of the Leased Premises, in fee simple absolute, free and clear of all
encumbrances, except for the easements, covenants and restrictions of record as of the date of this Lease. Such exceptions
shall not impede or interfere with the quiet use and enjoyment of the Leased Premises by Tenant. Landlord further warrants
and covenants that this Lease is and shall be a first lien on the Leased Premises, subject only to any Mortgage to which this
Lease is subordinate or may become subordinate pursuant to an agreement executed by Tenant, and to such encumbrances as shall
be caused by the acts or omissions of Tenant; that Landlord has full right and lawful authority to execute this Lease for the
term, in the manner, and upon the conditions and provisions herein contained; that there is no legal impediment to the use of
the Leased Premises as set out herein; that the Leased Premises are not subject to any easements, restrictions, zoning
ordinances or similar governmental regulations which prevent their use as set out herein; that the Leased Premises presently
are zoned for the use contemplated herein and throughout the term of this lease may continue to be so used therefor by virtue
of said zoning, under the doctrine of “non-conforming use”, or valid and binding decision of appropriate
authority, except, however, that said representation and warranty by Landlord shall not be applicable in the event that
Tenant’s act or omission shall invalidate the application of said zoning, the doctrine of “non-conforming
use” or the valid and binding decision of the appropriate authority. Landlord shall furnish without expense to Tenant,
within thirty (30) days after written request therefor by Tenant, a title report covering the Leased Premises showing the
condition of title as of the date of such certificate, provided, however, that Landlord’s obligation hereunder shall be
limited to the furnishing of only one such title report.


 






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Section
4. Licenses. It shall be the Tenant’s responsibility to obtain any and all necessary licenses and the Landlord shall bear
no responsibility therefor; the Tenant shall promptly notify Landlord of the fact that it has obtained the necessary licenses
in order to prevent any delay to Landlord in commencing construction of the Leased Premises.


 


ARTICLE
XVIII - EXTENSIONS/WAIVERS/DISPUTES


 


Section
1. Extension Period. Any extension hereof shall be subject to the provisions of Article III hereof.


 


Section
2. Holding Over. In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises after
the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Landlord
and Tenant with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy
shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The
rental shall be the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period
of such occupancy.


 


Section
3. Waivers. Failure of either party to complain of any act or omission on the part of the other party, no matter how long the
same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party
at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other
provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either party
shall require the consent or approval of the other party, the other party’s consent to or approval of such action on any
one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval
of any other action on the same or any subsequent occasion. Any and all rights and remedies which either party may have under
this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and
shall not be deemed inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed
to be an exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time.


 



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Section
4. Disputes. It is agreed that, if at any time a dispute shall arise as to any amount or sum of money to be paid by one party
to the other under the provisions hereof, the party against whom the obligation to pay the money is asserted shall have the right
to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive
the right on the part of the said party to institute suit for the 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 under the provisions of this Lease. If at any time a dispute shall
arise between the parties hereto as to any work to be performed by either of them under the provisions hereof, the party against
whom the obligation to perform the work is asserted may perform such work and pay the costs thereof “under protest”
and the performance of such work shall in no event be regarded as a voluntary performance and shall survive the right on the part
of the said party to institute suit for the recovery of the costs of such work. If it shall be adjudged that there was no legal
obligation on the part of the said party to perform the same or any part thereof, said party shall be entitled to recover the
costs of such work or the cost of so much thereof as said party was not legally required to perform under the provisions of this
Lease and the amount so paid by Tenant may be withheld or deducted by Tenant from any rents herein reserved.


 


Section
5. TENANT’S Right to cure LANDLORD’S Default. In the event that Landlord shall fail, refuse or neglect to pay any
mortgages, liens or encumbrances, the judicial sale of which might affect the interest of Tenant hereunder, or shall fail, refuse
or neglect to pay any interest due or payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages, liens
or encumbrances, or interest or perform said conditions and charge to Landlord the amount so paid and withhold and deduct from
any rents herein reserved such amounts so paid, and any excess over and above the amounts of said rents shall be paid by Landlord
to Tenant.


 


Section
6. Notices. All notices and other communications authorized or required hereunder shall be in writing and shall be given by
mailing the same by certified mail, return receipt requested, postage prepaid, and any such notice or other communication
shall be deemed to have been given when received by the party to whom such notice or other communication shall be addressed.
If intended for Landlord the same will be mailed to the address herein above set forth or such other address as Landlord may
hereafter designate by notice to Tenant, and if intended for Tenant, the same shall be mailed to Tenant at the address herein
above set forth, or such other address or addresses as Tenant may hereafter designate by notice to Landlord.


 






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ARTICLE
XIX - PROPERTY DAMAGE


 


Section
1. Loss and Damage. Notwithstanding any contrary provisions of this Lease, Landlord shall not be responsible for any loss of or
damage to property of Tenant or of others located on the Leased Premises, except where caused by the willful act or omission or
negligence of Landlord , or Landlord’s agents, employees or contractors, provided, however, that if Tenant shall notify
Landlord in writing of repairs which are the responsibility of Landlord under Article VII hereof, and Landlord shall fail to commence
and diligently prosecute to completion said repairs promptly after such notice, and if after the giving of such notice and the
occurrence of such failure, loss of or damage to Tenant’s property shall result from the condition as to which Landlord
has been notified, Landlord shall indemnify and hold harmless Tenant from any loss, cost or expense arising therefrom.


 


Section
2. Force Majeure. In the event that Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any
act other than Tenant’s obligation to make payments of rent, additional rent, and other charges required hereunder, by reason
of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections,
the act, failure to act, or default of the other party, war or other reason beyond its control, then performance of such act shall
be excused for the period of the delay and the period for the performance of such act shall be extended for a period equivalent
to the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyond control of
either party.


 


ARTICLE
XX - MISCELLANEOUS


 


Section
1. Assignment and Subletting. Under the terms and conditions hereunder, Tenant shall have the absolute right to transfer and
assign this lease or to sublet all or any portion of the Leased Premises or to cease operating Tenant’s business on the
Leased Premises provided that at the time of such assignment or sublease Tenant shall not be in default in the performance
and observance of the obligations imposed upon Tenant hereunder, and in the event that Tenant assigns or sublets this
property for an amount in excess of the rental amount then being paid, then Landlord shall require as further consideration
for the granting of the right to assign or sublet, a sum equal to fifty (50%) percent of the difference between the amount of
rental to be charged by Tenant to Tenant’s sublessee or assignee and the amount provided for herein, payable in a
manner consistent with the method of payment by the sublessee or assignee to the Tenant, and/or fifty (50%) percent of the
consideration paid or to be paid to Tenant by Tenant’s sublessee or assignee. Landlord must consent in writing to any
such sublessee or assignee, although such consent shall not be unreasonably withheld. The use of the Leased Premises by such
assignee or sublessee shall be expressly limited by and to the provisions of this lease.


 



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Section
2. Fixtures. All personal property, furnishings and equipment presently and all other trade fixtures installed in or hereafter
by or at the expense of Tenant and all additions and/or improvements, exclusive of structural, mechanical, electrical, and plumbing,
affixed to the Leased Premises and used in the operation of the Tenant’s business made to, in or on the Leased Premises
by and at the expense of Tenant and susceptible of being removed from the Leased Premises without damage, unless such damage be
repaired by Tenant, shall remain the property of Tenant and Tenant may, but shall not be obligated to, remove the same or any
part thereof at any time or times during the term hereof, provided that Tenant, at its sole cost and expense, shall make any repairs
occasioned by such removal.


 


Section
3. Estoppel Certificates. At any time and from time to time, Landlord and Tenant each agree, upon request in writing from the
other, to execute, acknowledge and deliver to the other or to any person designated by the other a statement in writing certifying
that the Lease is unmodified and is in full force and effect, or if there have been modifications, that the same is in full force
and effect as modified (stating the modifications), that the other party is not in default in the performance of its covenants
hereunder, or if there have been such defaults, specifying the same, and the dates to which the rent and other charges have been
paid.


 


Section
4. Invalidity of Particular Provision. If any term or provision of this Lease or the application hereof to any person or
circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such
term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by
law.


 



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Section
5. Captions and Definitions of Parties. The captions of the Sections of this Lease are for convenience only and are not a part
of this Lease and do not in any way limit or amplify the terms and provisions of this Lease. The word “Landlord” and
the pronouns referring thereto, shall mean, where the context so admits or requires, the persons, firm or corporation named herein
as Landlord or the mortgagee in possession at any time, of the land and building comprising the Leased Premises. If there is more
than one Landlord, the covenants of Landlord shall be the joint and several obligations of each of them, and if Landlord is a
partnership, the covenants of Landlord shall be the joint and several obligations of each of the partners and the obligations
of the firm. Any pronoun shall be read in the singular or plural and in such gender as the context may require. Except as in this
Lease otherwise provided, the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


Nothing
contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal
and agent or of partnership or of a joint venture between the parties hereto, it being understood and agreed that neither any
provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties
hereto other than the relationship of Landlord and Tenant.


 


Section
6. Brokerage. No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out hereinafter.


 


Section
7. Entire Agreement. This instrument contains the entire and only agreement between the parties, and no oral statements or representations
or prior written matter not contained in this instrument shall have any force and effect. This Lease shall not be modified in
any way except by a writing executed by both parties.


 


Section
8. Governing Law. All matters pertaining to this agreement (including its interpretation, application, validity, performance
and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with
the laws of the State of CALIFORNIA. The parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in LOS ANGELES County, State of CALIFORNIA.
In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event,
no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to
the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time
calculable.


 



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Section
9. Contractual Procedures. Unless specifically disallowed by law, should litigation arise hereunder, service of process therefor
may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have
to object to the method by which service was perfected.


 


Section
10. Extraordinary remedies. To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any
and all other remedies available thereto, may obtain injunctive relief, regardless of whether the injured party can demonstrate
that no adequate remedy exists at law.


 


Section
11. Reliance on Financial Statement. Tenant shall furnish concurrently with the execution of this lease, a financial statement
of Tenant prepared by an accountant. Tenant, both in corporate capacity, if applicable, and individually, hereby represents and
warrants that all the information contained therein is complete, true, and correct. Tenant understands that Landlord is relying
upon the accuracy of the information contained therein. Should there be found to exist any inaccuracy within the financial statement
which adversely affects Tenant’s financial standing, or should Tenant’s financial circumstances materially change,
Landlord may demand, as additional security, an amount equal to an additional two (2) months’ rent, which additional security
shall be subject to all terms and conditions herein, require a fully executed guaranty by a third party acceptable to Landlord,
elect to terminate this Lease, or hold Tenant personally and individually liable hereunder.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written or have caused this Lease to
be executed by their respective officers thereunto duly authorized.


 


Signed,
sealed and delivered in the presence of:


 





 




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