Exhibit 10.6


 


STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
LEASE - GROSS


 


1.            Basic
Provisions ("Basic Provisions").


 


1.1       Parties:
This Lease ("Lease"), dated for reference purposes only April 1, 2015, is made by and between Zoned Properties,
Inc. an Arizona Corporation ("Lessor") and Tech Group North America, Inc. an Arizona Corporation ("Lessee"),
(collectively the "Parties", or Individually a "Party").


 


1.2(a)  Premises:
That certain portion of the project (as defined below), including all improvements therein or to be provided by Lessor located
in the city of Tempe, county of Maricopa, State of Arizona, with zip code 86281, as outlined in "Exhibit A" attached
hereto ("Premises") and generally described as: 422 S. Madison Dr., Suites 1, 2, 3, 4 and 5, Tempe, AZ 85281
and consisting of approximately 22,355 rentable square feet (100% of building). In addition to Lessee's rights to use and
occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing
the Premises ("Building") and to the Common Areas (as defined in Paragraph 2.6 below), but shall not have any
rights to the roof, or exterior walls of the building or to any other buildings in the Project. The Premises, the Building, the
Common Areas, the land upon which they are located, along with any other buildings and improvements thereon, are herein collectively
referred to as the "Project."


 


1.2(b)  Parking:
N/A unreserved vehicle parking spaces.


 


1.3      Term:
sixty (60) months ("Original Term") commencing on April 1, 2015 ("Commencement Date") and expiring
on March 31, 2020 ("Expiration Date").


 


1.4      Early
Possession: N/A ("Early Possession Date").


 


1.5      Base
Rent: The Base Rent shall be $0.7159 psf per month plus CAM, property taxes, insurance and applicable rental taxes and shall
increase annually per the schedule below ("Base Rent") payable on the first day of each month.


 


	 	 	 	 	Base
    Rent	Base
    Rent/	Base
    Rent/
	Year	Mos.	From	To	PSF/Month	Month	Year
	1	12	4/1/2015	3/31/2016	$0.7159	$16,003.95	$192,047.32
	2	12	4/1/2016	3/31/2017	$0.7374	$16,484.58	$197,814.92
	3	12	4/1/2017	3/31/2018	$0.7595	$16,978.62	$203,743.46
	4	12	4/1/2018	3/31/2019	$0.7823	$17,488.32	$209,859.79
	5	12	4/1/2019	3/31/2020	$0.8058	$18,013.66	$216,163.90


 


1.6      Lessee's
Share of Common Area Operating Expenses: 27.14% ("Lessee's Share"). In the event that the size of the Premises
and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessees Share to reflect such modification.


 


1.7     Base
Rent and Other Monies Paid Upon Execution:


 


(a)        
Base Rent: $16,003.95.


 


(b)         Common Area Operating Expenses: $1,546.22.


 


(c)        
Rental Tax (2.3%): $368.09


 


(d)         Security Deposit: Tenant to pay an additional security deposit of $13,000.00. Landlord currently holding a security deposit of
$3,135.60. Total security deposit to be $16,135.60.


 


(e)         Total
Due Upon Execution of this Lease: $30,918.26


 


1.8      Agreed
Use: Warehousing of plastic resin, production parts and related uses for a plastics injection mold business.


 


1.9      Insuring
Party: Lessor is the "Insuring Party".


 






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1.10    Real
Estate Brokers: The following real estate brokerage relationships exist in this transaction (the "Brokers"):
TCT Commercial represents Lessor exclusively ("Lessor's Broker") and N/A represents Lessee exclusively ("Lessee's
Broker"). Upon execution and delivery of the Lease by both Parties, Lessor shall pay the Brokers for the brokerage services
rendered by the Brokers the fee agreed to in a separate written agreement.


 


1.11    Guarantor.
N/A.


 


1.12    Exhibits.
Attached hereto are the following, all of which constitute a part of the lease:


 


 Addendum to Lease


 Exhibit A — Premises


 Exhibit B —Work
Letter


 


2.            Premises.


 


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


 


2.2      Condition.
Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs ("Start Date”), and, so long as the required service contracts described in Paragraph
6.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical,
plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors,
sump pumps, if any, and all other such elements in the Premises, 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 Premises shall be free of
material defects, and that the Premises does not contain hazardous levels of any mold or fungi defined as toxic under applicable
state or federal law. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements
should malfunction or fall within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such
matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity
the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall
be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Premises.
If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance,
malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire
sprinkler systems, roof, foundations, and/or bearing walls). Lessor also warrants, that unless otherwise specified in writing,
Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan
secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.


 


2.3      Compliance.
Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building
codes applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements")
that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the
use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar
laws as a result of Lessee's use, or to any Alterations or Utility Installations (as defined in Paragraph 6.3(a)) made or to be
made by Lessee. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt
of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at
Lessor's expense. If 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 and/or Building, the remediation of any Hazardous Substance, or the reinforcement
or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee
shall allocate the cost of such work as follows:


 


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


 






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


 


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


 


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


 


2.5      Vehicle
Parking. Lessee shall be entitled to use the number of Parking Spaces specified in Paragraph 1.2(b) on those portions of the
Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said
parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein
called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules
and Regulations as provided in Paragraph 2.8. No vehicles other than Permitted Size Vehicles may be parked in the Common Area
without the prior written permission of Lessor. In addition:


 


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


 


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


 






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(c)      If
Lessee permits or allows any of the prohibited activities described in this Paragraph 2.5, then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to remove or two away the vehicle involved and charge
the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.


 


2.6      Common
Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises
and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are
provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants
of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking
areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)       To
do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may,
in the exercise of sound business judgment, deem to be appropriate. The foregoing common area changes shall not impair Lessee's
access to or use of the Premises.


 


3.            Term.


 


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


 






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3.2      Delay
in Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee
by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject
to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall
not, however, be obligated to pay Rent or perform its other obligations
until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall
run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under
the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within
90 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 90 day period, cancel this Lease, in which event
the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10
day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the
Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.


 


3.3      Lessee
Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation
to provide evidence of insurance, Pending delivery of such evidence, Lessee shall be required to perform all of its obligations
under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession
pending receipt of such evidence of insurance.


 


4.            Rent.


 


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


 


4.2.    Common
Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (as
specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term
of this Lease, in accordance with the following provisions:


 


(a)      The
following costs relating to the ownership and operation of the Project are defined as "Common Area Operating Expenses":


 


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


 


(aa)    The
Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways,
walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators,
roofs, exterior walls of the buildings, building systems and roof drainage systems.


 


(bb)   Exterior
signs and any tenant directories.


 


(cc)   Any
fire sprinkler systems.


 


(dd)   All
other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other
space occupied by a tenant.


 


(ii)       The
cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.


 


(iii)      The
cost of trash disposal, pest control services, property management, security services, owner's association dues and fees, the
cost to repaint the exterior of any structures and the cost of any environmental inspections.


 


(iv)     
Any increase above the Base Real Property Taxes (as defined in Paragraph 9).


 


(v)      
Any "Insurance Cost Increase" (as defined in Paragraph 7).


 


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


 


(vii)     Auditors',
accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the Project.


 


(viii)    The
cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however,
that Lessor shall allocate the cost of any such capital improvement over a 12 year period end Lessee shall not be required to
pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month. The cost of such improvement
shall be capitalized under GAAP and amortized over the useful life of such improvements and the annual amortization shall be deemed
an operating expense in each of the calendar years during which the cost of the improvement is amortized.


 






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(ix)       The
cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.


 


(b)      Any
Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any
other building In the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises,
Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable
to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by
Lessor to all buildings in the Project.


 


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


 


(d)      Lessee's
Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such
payments shall be based on Lessor's estimate of the annual Common Area Operating Expenses. Within 60 days after written request
(but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the
actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor
shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such year were less
than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee
of the statement.


 


(e)      Common
Area Operating Expenses shall not include the cost of replacing equipment or capital components such as the roof, foundations,
exterior walls or Common Area capital improvements, such as the parking lot paving, elevators, fences that have a useful life
for accounting purposes of 5 years or more. In addition, Capital Improvements shall only be included in Operating Expenses if
the cost of any improvement made to the Project during any calendar year is necessary to comply with a legal requirement not existing
as of the Commencement Date or if such improvement will reduce Operating Expenses (i.e. a labor saving improvement) or enhance
services.


 


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


 


(g)      Lessee
shall have the right to inspect or audit Lessor's books and records of Operating Expenses during the term of the Lease.


 


4.3      Payment.
Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction
(except as specifically permitted in this Lease), on or before the day on which it is due. In the event that any statement or
invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the
amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall
be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated
herein or to such other persons or place as Lessor may from time to lime 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 Lessor's endorsement
of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum of $100.00 in addition to any Late Charge and Lessor, at its option, may
require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees,
second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding
charges or costs.


 


5.            Use.


 


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


 






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5.2     Hazardous
Substances.


 


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


 


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


 


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


 


(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 (provided,
however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance
under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include,
but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by
Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or
termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee
from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing
at the time of such agreement.


 






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(e)      Lessor
Indemnification. Except as otherwise provided in paragraph 7.7, Lessor and its successors and assigns shall indemnify, defend,
reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the
cost of remediation, which suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession
or which are caused by Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements,
shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease.


 


(f)       Investigations
and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by
governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee
taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations",
as defined in paragraph 6.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall
cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable
access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.


 


(g)      Lessor
Termination Option. If a Hazardous Substance Condition occurs during the term of this Lease, unless Lessee is legally responsible
therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and
this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 5.2(d) and Paragraph 12), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost
to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice
to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's
desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a
termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount
by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly
Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within
30 days following such commitment in such event, this Lease shall continue in full force and effect, and Lessor shall proceed
to make such remediation as soon as reasonably possible after the required funds are available. if Lessee does not give such notice
and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified
in Lessor's notice of termination.


 


5.3      Lessee's
Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense,
fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable
fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in
any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start
Date. Lessee shall, within 10 days after receipt of Lessor's written request; provide Lessor with copies of sit permits and other
documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall
immediately upon receipt, notify Lessor in writing (with copies of any documents Involved) of any threatened or actual claim,
notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with
any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the
Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness
or other odors that might indicate the presence of mold in the Premises.


 


5.4      Inspection;
Compliance. Lessor and Lessor's "Lender" and consultants shall have the right to enter into Premises at any
time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of Inspecting 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 is found to exist or be imminent,
or the inspection is requested or ordered by a governmental authority and Lessee has caused such violation, in which case Lessee
shall pay For such inspection. 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 therefore.


 






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


 


6.1      Lessee's
Obligations.


 


(a)      In
General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 5.3 (Lessee's Compliance with Applicable
Requirements), 6.2 (Lessor's Obligations), 8 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good
order, condition and repair including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical,
lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors,
windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph
6.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices,
specifically including the procurement and maintenance of the service contracts required by Paragraph 6.1(b) below. Lessee's obligations
shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part
thereof in good order, condition and state of repair.


 


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


 


(c)      Failure
to Perform. If Lessee falls to perform Lessee's obligations under this Paragraph 6.1, Lessor may enter upon the Premises after
10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform
such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to
Lessor a sum equal to 125% of the cost thereof.


 


(d)      Replacement.
Subject to Lessee's indemnification of Lessor as set forth in Paragraph 7.7 below, and without relieving Lessee of liability resulting
from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 6.1(b) cannot be repaired
other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor,
and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder
of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (le. 1/144th of the cost per month).
Lessee shall pay interest on the unamortized balance but may prepay its obligation at any time.


 


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


  


6.3      Utility
Installations; Trade Fixtures; Alterations.


 


(a)      Definitions.
The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels,
electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing,
and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that
can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification
of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned
Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that
are not yet owned by Lessor pursuant to Paragraph 6.4(a).


 






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(b)      Consent.
Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee
may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without
such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating
or removing the roof or any existing walls, will not affect the electrical, plumbing, FIVAC, and/or life safely systems, and the
cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a
sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations
and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such
approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor
with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with
all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility
Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and specifications.


 


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


 


6.4      Ownership;
Removal; Surrender; and Restoration.


 


(a)      Ownership.
Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing
to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed
per paragraph 6.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.


 


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


 


(c)      Surrender;
Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary
wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have
been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee
shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear
and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned
Alterations and/or Utility installations, furnishings, and equipment as well as the removal of any storage tank installed by or
for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,
(except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified
in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property
of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned
by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises
pursuant to this Paragraph 6.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions
of Paragraph 26 below.


 






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7.            Insurance;
Indemnity.


 


7.1
    Payment of Premium Increases.


 


(a)     As
used herein, the term "Insurance Cost Increase" is defined as any increase in the actual cost of the insurance
applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to Paragraphs 7.2(b), 7.3(a) and
7.3(b), over and above the Base Premium, as hereinafter defined, calculated on an annual basis. Insurance Cost Increase shall
include, but not be limited 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. The term Insurance
Cost Increase shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant
of the Building. The "Base Premium" shall be the annual premium applicable to the 12 month period Immediately
preceding the Start Date. If, however, the Project was not insured for the entirety of such 12 month period, 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. 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 7.2(b).


 


(b)     Lessee
shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph 4.2. Premiums for policy periods commencing prior to, or
extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.


 


7.2      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. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as
the Insurance Service Organization's "Additional insured-Managers or Lessors of Premises" Endorsement. The policy
shall not contain any Intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability
assumed under this Lease as an "Insured contract" for the performance of Lessee's indemnity obligations under
this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder. Lessee shall provide an endorsement on Its liability policy(les) which provides that Its Insurance shall be primary
to and not contributory with any similar insurance carried by Lessor, whose Insurance shall be considered excess insurance only.


 


(b)      Carried
by Lessor. Lessor shall maintain liability Insurance as described in Paragraph 7.2(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.


 


7.3     Property
insurance • Building, Improvements and Rental Value.


 


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


 






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


 


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


 


7.4     Lessee's
Property; Business Interruption Insurance; Worker's Compensation Insurance.


 


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




 


(b)    
Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may
be required by Applicable Requirements. Such policy shall include a Waiver of Subrogation' endorsement. Lessee shall provide Lessor
with a copy of such endorsement along with the certificate of Insurance or copy of the policy required by paragraph 7.5.




 


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


 


7.6    Insurance
Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders
Rating" of at least A-, VII, as set forth in the moat current issue of "Best's insurance Guide", or
such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which Invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such Insurance or
certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such
policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least
10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may 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.


 


7.6  
  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.


 


7.7
    Indemnity. Except for gross negligence or willful misconduct, each party shall indemnify, protect,
defend and hold harmless the other party and its agents, Lessor's master or ground lessor, partners and Lenders, from and against
any and all claims, loss of rents and/or damages, liens, Judgments, penalties, attorneys' and consultants' fees, expenses and/or
liabilities arising out of, involving, or in connection with, the tens and provisions of this Lease. If any action or proceeding
is brought against a party by reason of any of the foregoing matters, the other party shall upon notice defend the same at the
other party's expense by counsel reasonably satisfactory to each party and shall cooperate with the other party in such defense.
Neither party need not have first paid any such claim in order to be defended or indemnified.


 






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7.8     
Exemption of Lessor and its Agents from Liability. Unless caused by the negligence or willful misconduct of Lessor or Its
agents, neither Lessor nor its agents shall be liable for. (I) injury or damage to the person or goods, wares, merchandise or
other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or Injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the
presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building, or from other sources or places, (II) any damages arising from any act or neglect
of any other tenant of Lessor or from the failure of Lessor or Its agents to enforce the provisions of any other lease in the
Project, or (ill) injury to Lessee's business or for any loss of Income or profit therefrom. Instead, it is intended that Lessee's
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 7.


 


8.       
 Damage or Destruction.


 


8.1
     Definitions.


 


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




 


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




 


 (c)      "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 7.3(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 depredation.




 


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




 


8.2      Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at
Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations)
as soon as reasonably possible and this Lease shall continue in full force and effect;


 


8.3
    Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent
or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either. (I) repair such
damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event
this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30
days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following
the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after
receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage
without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days
after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make
such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment,
this Lease shall terminate as of the date specified in the termination notice.


 






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8.4
    Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall
terminate 80 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct
of Lessee, Lessor shall have the light to recover Lessor's damages from Lessee, except as provided in Paragraph 7.6.


 


8.6    
Damage Near End of Term. If at any time during the last 6 months of this Lease there is a partial Premises damage for which
the cost to repair exceeds six (6) month's Base Rent, 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, exercising such option (I) on the date which is 10 days after Lessee's receipt
of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires.
If Lessee duly exercises such option during such period, Lessor shall, at Lessor's commercially reasonable expense, repair such
damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such
option, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished.


 


8.6
     Abatement of Rent; Lessee's Remedies.


 


 (a)      Abatement. in the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.




 


(b)       Remedies.
If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such
repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of
such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election
to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such
repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said
notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence"
shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work
on the Premises, whichever first occurs. Lessee shall have the right to terminate this Lease upon a casualty to the Premises rendering
fifty percent (50%) or more of the Premises untenable or upon a casualty to the Building or the Common Areas preventing the Lessee
from accessing the Premises, if the Lessor has not commenced repairs within ninety (90) days of such occurrence.




 


8.7     
Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 5.2(g) or Paragraph 9, an equitable
adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.


 


9.
           Real Property Taxes.


 


9.1
     Definitions.


 


(a)
     "Real Property Taxes." As used herein, the term "Real Property Taxes"
shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than
inheritance, personal income or estate taxes); Improvement bond; and/or license fee imposed upon or levied against any legal or
equitable Interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of teasing, 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. The term "Real Property Taxes" shall also Include any tax, fee, levy, assessment
or charge, or any increase therein: (I) a change in the improvements thereon, and/or (Ii) levied or assessed on machinery or equipment
provided by Lessor to Lessee pursuant to this Lease.


 






    	 	14	 



    


    

 


 


(b)
     "Base Real Property Taxes." As used herein, the term "Base Real Property
Taxes" shall be the amount of Real Property Taxes, which are assessed against the Premises, Building, Project or Common
Areas in the calendar year during which the Lease is executed. In calculating Real Property Taxes for any calendar year, the Real
Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year
based upon the number of days which such calendar year and tax year have in common.


 


9.2      Payment of Taxes. Except as otherwise provided in Paragraph 9.3, Lessor shall pay the Real Property Taxes applicable to
the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions
of Paragraph 4.2.


 


9.3     Additional
Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessors records
and work sheets as being caused by additional improvements placed upon the Project by other tenants or by Lessor for the
exclusive enjoyment of such other Tenants. Notwithstanding Paragraph 9.2 hereof, Lessee shall, however, pay to Lessor at the
time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if
assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at
Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution
of this Lease by the Parties.


 


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


 


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


 


10.     Utilities
and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in
Lessors sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly
metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash
receptacle and/or an Increase in the number of times per month that it is emptied, then Lessor may increase Lessee's Base Rent
by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect
whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute,
breakdown, accident. repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.


 


11.          Assignment
and Subletting.


 


11.1   Lessor's
Consent Required.


 


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


 


(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 26% or more of the voting control of Lessee
shall constitute a change in control for this purpose.


 






    	 	15	 



    


    

 


(c)
      The involvement of Lessee or its assets in any transaction, or series of transactions (by
way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or
hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee
by an amount greater than 26% 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 12.1(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: (Ii terminate this Lease, or (ii) upon 30 days written notice, Increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i)
the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the
price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term
shall be increased to 110% of the scheduled adjusted rent.


 


(e)      Lessee's
remedy for any breach of Paragraph 11.1 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 lime consent is requested.


 


(g)      Notwithstanding
the foregoing, allowing a de minimis portion of the Premises, le. 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.


 


(h)      Subject
to the terms and conditions of the paragraph 11.1, Lessee shall be permitted to transfer the Lease to an affiliated entity, so
long as the affiliates net worth is equal to or greater than the Lessee.


 


11.2   Terms
and Conditions Applicable to Assignment and Subletting.


 


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


 


(b)      Lessor
may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall
constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's 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 Lessee's obligations under this Lease, Including any assignee or sublessee, without first exhausting Lessors
remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.


 


(e)      Each
request for consent to an assignment or subletting shall be in writing, accompanied by Information relevant to 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 Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or additional information
and/or documentation as may be reasonably requested.


 


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




 






    	 	16	 



    


    

 


(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.


 


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


 


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


 


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


 


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


 


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


 


12.         Default;
Breach; Remedies.


 


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


 


(a)      The
abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or
where the coverage of the property Insurance described in Paragraph 7.3 is Jeopardized as a result thereof, or without providing
reasonable thereof, or without providing reasonable assurances to minimize potential vandalism.


 


(b)      The
failure of Lessee to make a 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
the Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following
written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER
OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.


 


(c)      The
failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting
public or private nuisance, and/or an Illegal activity on the Premises by Lessee, where such actions continue for a period of
3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity
a second time, then the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default.


 






    	 	17	 



    


    

 


(d)      The
failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the
subordination, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial
statements, (v) a requested subordination, (vi) evidence concerning any 7 guaranty and/or Guarantor, (vii) any document
requested under Paragraph 40, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information which
Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10
days following written notice to Lessee.


 


(e)      A
Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph
2,8 hereof, other than those described in subparagraphs 11.1(a), (b), (c), or (d), above, where such Default continues for a period
of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are
reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day
period and thereafter diligently prosecutes such cure to completion.


 


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


 


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


 


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


 


12.2    Remedies.
If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of
an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee
shall pay to Lessor an amount equal to 116% of the costs and expenses Incurred by Lessor in such performance upon receipt of an
invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such Breach:


 


(a)
      Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee
shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid
Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee
proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably
avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure
to perform Its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including
bill not limited to the cost of recovering possession of the Premises, expenses of reletting, Including necessary renovation and
alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection
with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision
(iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate
damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise
entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the
right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to
recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 12.1 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 12.1. In such case, the applicable grace period required by Paragraph 12.1 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.


 






    	 	18	 



    


    

 


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




 


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




 


12.3
  Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs Include,
but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly,
If any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice
to Lessee, Lessee shall immediately pay to Lessor a late charge equal to 10% of each such overdue amount or $100, whichever is
greater plus $25.00 per day for each day late after five (6) days. The parties hereby agree that such late charge represents a
fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the
exercise of any of the other rights and remedies granted hereunder.


 


12.4   Interest.
Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear Interest from
the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum
but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for
in Paragraph 12.4.


 


12.6   Breach
by Lessor.


 


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




 


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




 






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


 


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


 


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


 


16.          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.


 


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


 


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


 






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19.
        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,


 


20.
        No Prior or Other Agreements. This Lease contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement or understanding shell be effective. Lessor and Lessee each represents
and warrants to the other 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 Loose end 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.


 


21.          Notices.


 


21.1   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 Mall, with
postage prepaid, or by facsimile transmission or by email, and shall be deemed sufficiently given if served in a manner specified
in this Paragraph 21. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery
or mailing of notices, Either Party may by written notice to the other specify a different address for notice, except that upon
Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to
Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.


 


21.2   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 mall the notice
shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery
of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or by email shall be deemed delivered
upon telephone confirmation of receipt (if by fax, a confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mall. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the
next business day.


 


22.         Waivers.


 


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


 


(b)     The
acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection
therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in
writing by Lessor at or before the time of deposit of such payment.


 


(c)     THE
PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS
OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.


 






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23.
         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.




 


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


 


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


 


24.
        No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration
or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be Increased to 150% of the Base Rent
applicable Immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on monthly basis. Nothing
contained heroin shall be construed as consent by Lessor to any holding over by Lessee.


 


26.          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.


 


27.         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.


 






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28.          Subordination;
Attornment; Non-Disturbance. 


 


28.1   Subordination.
This Lease and any Option granted hereby shall be subject end subordinate to any ground lease, mortgage, dead 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.


 


28.2   Attornment.
In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or
termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions
of Paragraph 28, attorn to such new owner, and upon request, enter Into a new lease, containing all of the terms and provisions
of !his Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will
automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be
liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b)
be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than
one months rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or
credited to such new owner.


 


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


 


28.4   Self-Executing.
The agreements contained in this Paragraph 28 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.


 


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


 


30.
        Lessor's Access; Showing Premises; Repairs. Showing Premises; Repairs. Lessor and Lessor's agents shall have the right
to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice
for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements
or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services,
pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of
the Premises. All such activities shall be without abatement of rent or liability to Lessee.


 






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


 


32.          Signs.
Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease"
signs during the last 6 months of the term hereof. Except for ordinary "For Sublease" signs which may be placed
only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent. All signs
must comply with all Applicable Requirements.


 


33.          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.


 


34.         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 lime of such consent. The failure to
specify herein any particular condition to Lessors 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.


 


35.          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.


 


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


 


38.1   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.


 


38.2   Options
Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee or a permitted
affiliate, and cannot be assigned or exercised by anyone other than said original Lessee or a permitted affiliate 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.


 


38.3   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.


 






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36.4   Effect
of Default on Options.


 


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


 


(b)     The
period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise
an Option because of the provisions of Paragraph 37.4(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 falls 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.


 


37.         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.


 


38.          Reservations.
Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications
that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install
new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably
Interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate
such rights.


 


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


 


40.          Authority.;
Multiple Parties; Execution.


 


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


 


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


 


(c)      This
Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.


 


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


 


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


 






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


 


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


 


45.          Accessibility;
Americans with Disabilities Act. Since compliance with the 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 THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES


 


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


 


	OWNER:	 	TENANT:
	Zoned
Properties Inc., an Arizona Corporation 	  
	Tech
Group North America Inc., an Arizona Corporation
	 	 	 
	By:	/s/
    Bryan McLaren	 	By:	/s/
    Michael Treadaway
	Name	Bryan
    McLaren	 	Name:	Michael
    Treadaway
	Title:	President	 	Title:	President
	Date:	7/1/2015	 	Date:	29
    JUN 2015


 






    	 	26	 



    


    

 


EXHIBIT
A


PREMISES


 


 





 






    	 	27	 



    


    

 


EXHIBIT
B


WORK LETTER


 


Landlord
to convey and Tenant to accept the Premises in an “as-is” condition.


 


 


 28