Exhibit 10.3


 





SUMMARY OF BASIC LEASE INFORMATION
AND DEFINITIONS


 


This SUMMARY OF BASIC LEASE
INFORMATION AND DEFINITIONS ("Summary") is hereby incorporated into and made a part of the attached
Single-Tenant Triple Net Lease dated as of february 10, 2020, which pertains to the Premises described in Section 1.3 below.
All references in the Lease to the "Lease" shall include this Summary. All references in the Lease to any
term defined in this Summary shall have the meaning set forth in this Summary for such term. Any initially capitalized terms
used in this Summary and any initially capitalized terms in the Lease which are not otherwise defined in this Summary shall
have the meaning given to such terms in the Lease.


 


		1.1	Landlord's Address:	15260 Ventura Blvd., Suite 620	 
	 	 	 	Attn: Fred Afari	 
	 	 	 	Sherman Oaks, CA 91403	 
	 	 	 	 	 
	 	1.2	Tenant's Address:	Systron Donner Inertial, Inc.	 
	 	 	 	c/o EMCORE Corporation	 
	 	 	 	Attn: General
Counsel	 
	 	 	 	2015 Chestnut
St.	 
	 	 	 	Alhambra,
CA 91803	 
	 	 	 	 	 
	 	 	 	With a
copy to:	 
	 	 	 	 	 
	 	 	 	Pillsbury
Winthrop Shaw Pittman LLP	 
	 	 	 	Attn: James
J. Masetti	 
	 	 	 	2550 Hanover
Street	 
	 	 	 	Palo Alto,
CA 94304-1115	 



 








		1.3	Premises: The real property located at 2700 Systron Drive, Concord, California, as more
particularly described in Exhibit "A" attached hereto (the "Property"), together with all buildings,
improvements and facilities, now or subsequently located on the Property from time to time, including, without limitation, the
building containing approximately 103,026 rentable square feet (the "Building").



 


		1.4	Commencement Date: February 10, 2020.



 


		1.5	Lease Expiration Date: The date that is fifteen (15) years after the Commencement Date;
provided, however, if such date is not the last day of the calendar month, then the Lease Expiration Date shall be the last day
of such calendar month following the expiration of such fifteen (15)-year period.



 






     


     


    

 


	1.6	Rent
	 	 






	Months of Initial Lease Term	Monthly Rent	Annual Rent
	*1-12	$0.75 per rsf monthly	$927,234.00
	13-24	$0.7725 per rsf monthly	$955,051.02
	25-36	$0.7957 per rsf monthly	$983,733.46
	37-48	$0.8195 per rsf monthly	$1,013,157.68
	49-60	$0.8441 per rsf monthly	$1,043,570.96
	61-72	$0.8694 per rsf monthly	$1,074.849.65
	73-84	$0.8956 per rsf monthly	$1,107,241.03
	85-96	$0.9224 per rsf monthly	$1,140,374.19
	97-108	$0.9501 per rsf monthly	$1,174,620.03
	109-120	$0.9786 per rsf monthly	$1,209,854.92
	121-132	$1.0079 per rsf monthly	$1,236,312.00
	133-144	$1.0381 per rsf monthly	$1,283,415.49
	145-156	$1.0693 per rsf monthly	$1,321,988.42
	157-168	$1.1014 per rsf monthly	$1,361,674.04
	169-180	$1.1344 per rsf monthly	$1,402,472.33


 


*This period shall include any partial
month at the beginning of the Term, in which case the period would be equal to the partial month, plus calendar months 1-12.


 


		1.7	Security Deposit: $155,000.00.



 


		1.8	Permitted Use: The Premises may be used for all
legally permitted uses.



 


		1.9	Brokers: CBRE (Tenant only)



 


		1.10	Interest Rate: The lesser of: (a) an interest rate equal to the Prime Rate (as stated under
the column “Money Rates” in the Wall Street Journal), plus two percent (2%) per annum; or (b) the maximum rate permitted
by law.



 






     


     


    







 


SINGLE-TENANT TRIPLE NET LEASE


 


This SINGLE-TENANT TRIPLE NET LEASE
("Lease"), which includes the preceding Summary of Basic Lease Information and Definitions
("Summary") attached hereto and incorporated herein by this reference, is made as of February 10, 2020, by
and between  EAGLE ROCK HOLDINGS, LP, a California limited partnership ("Landlord"), and
SYSTRON DONNER INERTIAL, INC., a Delaware corporation ("Tenant").


 


1.            
Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises upon
and subject to the terms, covenants and conditions contained in this Lease to be performed by each party. The parties hereby stipulate
that the Premises contain the rentable square feet set forth in Section 1.3 of the Summary.


 


2.             Term;
Options to Extend.


 


2.1           Term.
This Lease shall be effective upon the date of full execution and delivery (the "Effective Date"). The term of
this Lease (the "Term") shall commence upon the Commencement Date and shall, subject to Section 2.2 below,
expire on the Lease Expiration Date, unless sooner terminated or extended as permitted herein, and if extended, the "Term"
will include any Option Term.


 


2.2           Options
to Extend. Subject to the terms hereof, Landlord hereby grants to Tenant two (2) options (each, an "Extension Option")
to extend the Term of this Lease with respect to the entire Premises for five (5) years each (each, an "Option Term"),
on the same terms, covenants and conditions as provided for in this Lease during the initial Lease Term (or prior Option Term,
as the case may be), except that the Monthly Rent shall be equal to greater of (i) the Fair Market Rental Rate (as defined below),
or (ii) the Monthly Rent in effect at the expiration of the Term, plus 3%. Each Extension Option must be exercised, if at all,
by written notice ("Extension Notice") delivered by Tenant to Landlord no later than the date which is six (6)
months prior to the expiration of the then current Term. Failure of Tenant to timely exercise any such Extension Option shall
render such Extension Option (and any succeeding Extension Option, if any) null and void and of no further force or effect whatsoever.


 


2.3           Fair Market Rental Rate. For purposes of the Lease, the term “Fair Market Rental Rate” shall mean
the annual amount per rentable square foot that comparable landlords have accepted in current transactions between non-affiliated
parties from new, non-expansion, non-renewal and non-equity tenants of comparable credit-worthiness, for comparable space, for
a comparable use, for a comparable period of time in a comparable properties and buildings (“Comparable Transactions”).
In any determination of Comparable Transactions, appropriate consideration shall be given to the annual rental rates per rentable
square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to
usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross
basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the
extent of Tenant’s liability under the Lease, abatement provisions reflecting free rent and/or no rent during the period
of construction or subsequent to the commencement date as to the space in question, brokerage commissions, if any, which would
be payable by Landlord in similar transactions, length of the lease term, size and location of premises being leased, building
standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such
Comparable Transactions. The intent is that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise
give in Comparable Transactions and that Landlord will make and receive the same economic payments and concessions that Landlord
would otherwise make and receive in Comparable Transactions. Tenant shall receive a rent credit in the amount of the brokerage
commission that Landlord would have otherwise been required to pay and such other generally applicable economic terms.


 






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2.3.1        Landlord
shall determine the Fair Market Rental Rate by using its good faith judgment. Landlord shall provide written notice of such amount
within fifteen (15) days (but in no event later than twenty (20) days) after Tenant provides the notice to Landlord exercising
Tenant’s option rights which require a calculation of the Fair Market Rental Rate. Tenant shall have thirty (30) days (“Tenant’s
Review Period”) after receipt of Landlord’s notice of the new rental within which to accept such rental or to
reasonably object thereto in writing. In the event Tenant objects, Landlord and Tenant shall attempt to agree upon such Fair Market
Rental Rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following
Tenant’s Review Period (“Outside Agreement Date”), then each party shall place in a separate sealed envelope
their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with
Subsections (a) through (e) below. Failure of Tenant to so elect in writing within Tenant’s Review Period shall conclusively
be deemed its disapproval of the Fair Market Rental Rate determined by Landlord.


 


2.3.2        In
the event that Landlord fails to timely generate the initial written notice of Landlord’s opinion of the Fair Market Rental
Rate which triggers the negotiation period of this Article, then Tenant may commence such negotiations by providing the initial
notice, in which event Landlord shall have fifteen (15) days (“Landlord’s Review Period”) after receipt
of Tenant’s notice of the new rental within which to accept such rental. In the event Landlord fails to accept in writing
such rental proposed by Tenant, then such proposal shall be deemed rejected, and Landlord and Tenant shall attempt in good faith
to agree upon such Fair Market Rental Rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement
within fifteen (15) days following Landlord’s Review Period (which shall be, in such event, the “Outside Agreement
Date” in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their
final proposal as to the Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Subsections
(a) through (e) below.


 


2.3.3        Landlord
and Tenant shall meet with each other within five (5) business days of the Outside Agreement Date and exchange the sealed envelopes
and then open such envelopes in each other’s presence. If Landlord and Tenant do not mutually agree upon the Fair Market
Rental Rate within five (5) business days of the exchange and opening of envelopes, then, within ten (10) business days of the
exchange and opening of envelopes, Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall by profession
be a real estate lawyer or broker who shall have been active over the five (5) year period ending on the date of such appointment
in the leasing of commercial high-rise properties in the vicinity of the Building. Neither Landlord nor Tenant shall consult with
such broker or lawyer as to his or her opinion as to Fair Market Rental Rate prior to the appointment. The determination of the
arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate
for the Property is the closest to the actual Fair Market Rental Rate for the Property as determined by the arbitrator, taking
into account the requirements of this Article. Such arbitrator may hold such hearings and require such briefs as the arbitrator,
in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator, with a copy
to the other party, within five (5) business days after the appointment of the arbitrator any market data and additional information
that such party deems relevant to the determination of the Fair Market Rental Rate (“FMRR Data”) and the other
party may submit a reply in writing within five (5) business days after receipt of such FMRR Data.


 


2.3.4        The
arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Landlord’s
or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant of such determination.


 


2.3.5        The
decision of the arbitrator shall be binding upon Landlord and Tenant, except as provided below.


 


2.3.6        If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made
by the Presiding Judge of the Superior Court in the County in which the Property is located, or, if he or she refuses to act, by
any judge having jurisdiction over the parties.


 


2.3.7        The
cost of arbitration shall be paid by Landlord and Tenant equally.


 






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2.3.8        In
the event that Tenant objects to the Fair Market Rental Rate as determined by the arbitration provision specified above, Tenant
may elect to terminate the Lease upon twelve (12) months’ written notice sent to Landlord at any time within ninety (90)
days following the establishment of the Fair Market Rental Rate as determined by such arbitration. In the event Tenant elects
to terminate the Lease, Tenant shall reimburse Landlord for its reasonable attorneys’ fees and reasonable costs associated
with such arbitration. In the event that the above-referenced twelve (12)-month period overlaps beyond the expiration of the Lease
Term or any extension thereof, Tenant shall pay rental to Landlord during the period of such overlap at the Fair Market Rental
Rate determined pursuant to such arbitration.


 


3.             Rent.


 


3.1           Monthly Rent. Tenant agrees to pay Landlord, as rent for the Premises, the Monthly Rent designated in Section 1.6
of the Summary. The Monthly Rent shall be paid by Tenant in advance on the first day of each and every calendar month commencing
upon the Commencement Date. Monthly Rent for any partial month shall be prorated in the proportion that the number of days this
Lease is in effect during such month bears to the actual number of days in such month.


 


3.2           Additional
Rent. All amounts and charges payable by Tenant under this Lease in addition to the Monthly Rent described in Section 3.1
above shall be considered additional rent for the purposes of this Lease, and the word "Rent" in this Lease shall
include such additional rent unless the context specifically or clearly implies that only the Monthly Rent is referenced. Rent
shall be paid to Landlord as provided in Section 7, without any prior demand therefor and without any deduction or offset except
as specified elsewhere in the Lease, in lawful money of the United States of America.


 


4.             Triple-Net
Lease. Except as otherwise provided herein, all Rent shall be absolutely net to Landlord so that this Lease shall yield
net to Landlord, the Rent to be paid each month during the Term of this Lease. Accordingly, and except as otherwise provided herein,
all actual costs, expenses and obligations of every kind or nature whatsoever relating to the Premises which may arise and accrue
during the Term of this Lease shall be paid by Tenant. Nothing herein contained shall be deemed to require Tenant to pay or discharge
any liens or deeds of trust of any character whatsoever which may exist or hereafter be placed upon the Premises by an affirmative
act or omission of Landlord.


 


5.             Security
Deposit. Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the Security Deposit (if
any) designated in Section 1.7 of the Summary. The Security Deposit shall be held by Landlord as security for the full and faithful
performance by Tenant of all of the terms, covenants and conditions of this Lease to be performed by Tenant during the Term. If
Tenant defaults with respect to any of its obligations under this Lease, Landlord may (but shall not be required to) use, apply
or retain all or any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment
of any other amount, loss or damage which Landlord may spend, incur or suffer by reason of Tenant's default. If any portion of
the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep
the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit.


 


6.             Use.


 


6.1           General.
Tenant shall use the Premises for the Permitted Use specified in Section 1.8 of the Summary. Tenant shall, at its sole cost and
expense, observe and comply with all requirements of all recorded covenants, conditions and restrictions now or hereafter affecting
the Premises and all laws, statutes, codes, rules and regulations now or hereafter in force relating to or affecting the condition,
use, occupancy, alteration or improvement (whether structural (except as otherwise provided herein) or non-structural, including
unforeseen and/or extraordinary alterations or improvements, and regardless of the period of time remaining in the Term) of the
Premises, including, without limitation, the provisions of the Americans with Disabilities Act ("ADA") as it
pertains to the condition, use, occupancy, improvement and alteration (whether structural (except as otherwise provided herein)
or non-structural, including unforeseen and/or extraordinary alterations or improvements, and regardless of the period of time
remaining in the Term) of the Premises


 






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6.2           Signs
and Auctions. Subject to the approval of all applicable governmental and quasi-governmental entities, and subject to all applicable
governmental and quasi-governmental laws, rules, regulations and codes, Landlord hereby grants Tenant the right, at Tenant's sole
cost and expense, to install an exterior identification sign on the face of the Building and a monument sign at the entrance to
the Property. Upon the expiration or earlier termination of this Lease, Tenant shall be responsible, at its sole cost and expense,
for the removal of such signage and the repair of all damage to the Building and the Property caused by such removal. If Tenant
fails to so remove such signs, then Landlord shall have the right to do at Tenant's sole cost and expense. Except for such signage,
Tenant may not install any signs on the exterior of the Building or at the Property. Tenant shall have no right to conduct any
auction in, on or about the Premises.


 


7.             Payments
and Notices. All Rent and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord at the address
designated in Section 1.1 of the Summary, or to such other persons and/or at such other places as Landlord may hereafter designate
in writing. Any notice required or permitted to be given hereunder must be in writing and given by personal delivery (including
delivery by nationally recognized overnight courier or express mailing service), facsimile transmission sent by a machine capable
of confirming transmission receipt, with a hard copy of such notice delivered no later than one (1) business day after facsimile
transmission by another method specified in this Section 7, or by registered or certified mail, postage prepaid, return receipt
requested, addressed to Tenant at the address(es) designated in Section 1.2 of the Summary, or to Landlord at the address(es)
designated in Section 1.1 of the Summary. Either party may, by written notice to the other, specify a different address for notice
purposes. Notice given in the foregoing manner shall be deemed given (i) upon confirmed transmission if sent by facsimile transmission,
provided such transmission is prior to 5:00 p.m. California time on a business day (if such transmission is after 5:00 p.m. California
time on a business day or is on a non-business day, such notice will be deemed given on the following business day), (ii) when
actually received or refused by the party to whom sent if delivered by a carrier or personally served or (iii) if mailed, on the
day of actual delivery or refusal as shown by the certified mail return receipt or the expiration of three (3) business days after
the day of mailing, whichever first occurs. For purposes of this Section 7, a "business day" is Monday through Friday,
excluding holidays observed by the United States Postal Service.


 


8.             Surrender.
Upon the expiration or sooner termination of this Lease, Tenant shall surrender all keys for the Premises to Landlord, and Tenant
shall deliver exclusive possession of the Premises to Landlord broom clean and in substantially the same condition and repair
as when delivered by Landlord, reasonable wear and tear excepted (and casualty damage excepted), with all of Tenant's personal
property and trade fixtures (and those items, if any, of Tenant Improvements and Tenant Changes identified by Landlord pursuant
to Section 11.2 below) removed therefrom and all damage caused by such removal repaired, as required pursuant to Section 11.2
below.


 


9.             Taxes.


 


9.1           Real
Property Taxes. Tenant agrees to pay to the applicable taxing authority, prior to delinquency, all general and special real
property taxes, assessments (including, without limitation, change in ownership taxes or assessments, but excluding all taxes
imposed by the county or other governmental authority on the sales proceeds received by Landlord in connection with any sale of
the Property), liens, bond obligations, license fees or taxes, commercial rent taxes and any similar impositions in-lieu of other
impositions now or previously within the definition of real property taxes or assessments and any and all assessments under any
covenants, conditions and restrictions affecting the Premises (collectively "Real Property Taxes") which may
be now or hereafter levied or assessed against the Premises applicable to the period from the Commencement Date, until the expiration
or sooner termination of this Lease; provided, however, Real Property Taxes shall not include Landlord’s income, franchise,
estate or inheritance taxes. All Real Property Taxes for the tax year in which this Lease terminates shall be apportioned and
adjusted so that Tenant shall not be responsible for any Real Property Taxes for a period of time occurring subsequent to the
expiration of the Lease term.


 






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9.2           Personal
Property Taxes. Tenant shall be liable for, and shall pay before delinquency, all taxes and assessments (real and personal)
levied against (a) any personal property or trade fixtures placed by Tenant in or about the Premises (including any increase in
the assessed value of the Premises based upon the value of any such personal property or trade fixtures); and (b) any Tenant Improvements
or alterations in the Premises (whether installed and/or paid for by Landlord or Tenant).


 


10.          Repairs.


 


10.1         Tenant's Repair Obligations. Tenant shall at all times and at Tenant's sole cost and expense, keep, maintain, clean,
repair, replace and preserve the Premises and all parts thereof, structural and non-structural, including, without limitation,
utility meters, plumbing, pipes and conduits, all heating, ventilating and air conditioning systems located within the Premises,
all fixtures, furniture and equipment, Tenant's signs, if any, locks, closing devices, security devices, windows, window sashes,
casements and frames, floors and floor coverings, shelving, restrooms, ceilings, interior walls, roof, skylights, interior and
demising walls, doors, electrical and lighting equipment, sprinkler systems, parking areas, driveways, walkways, parking lots,
loading dock areas and doors, rail spur areas, fences, signs, lawns and landscaping, if any, all Tenant Improvements, Tenant Changes
or other alterations, additions and other property and/or fixtures located within the Premises in good condition and repair, reasonable
wear and tear excepted.


 


10.2         Landlord's
Repair Rights. Landlord has no obligation whatsoever to alter, remodel, improve, repair, renovate, retrofit, replace, redecorate
or paint all or any part of the Premises, nor shall Landlord have any right to do so, except as expressly provided in this Section
10.2 and in Sections 17 and 18 below. If Tenant fails to perform Tenant's obligations under Section 10.1 hereof, or under any
other provision of this Lease, then Landlord shall have the option (but not the obligation) to enter upon the Premises after fifteen
(15) days' prior written notice to Tenant, or in the case of an emergency immediately without prior notice, to perform such obligations
on Tenant's behalf necessary to return the Premises to good order, condition and repair, at Tenant’s cost.


 


10.3         Condition of Premises. Tenant further acknowledges and agrees that Tenant occupied the Premises prior to the Commencement
Date and, except to the extent specifically set forth in this Lease, the leasing of the Premises as provided for herein is made
on an "AS-IS" condition and basis with all faults. Pursuant to Section 1938 of the California Civil Code, Landlord hereby
advises Tenant that as of the Effective Date, neither the Premises, the Building nor the Real Property have undergone inspection
by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the
following: “A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with
all of the applicable construction-related accessibility standards under state law. Although California state law does not require
a CASp inspection of the Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining
a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee
or tenant. The parties shall mutually agree on the arrangements for the time and manner of any such CASp inspection, the payment
of the fees for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related
accessibility standards within the Premises.” Landlord and Tenant agree that (a) Tenant may, at Tenant’s cost, cause
a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility
standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp
inspection, and (c) Tenant shall be responsible for the cost of any repairs necessary to correct violations of construction-related
accessibility standards within the Premises identified by any such CASp inspection.


 


11.          Alterations.


 


11.1         Tenant
Changes; Conditions.


 


(a)          Tenant
shall not make any alterations, additions, or improvements to the Premises that affect the Building structure (collectively, "Tenant
Changes," and individually, a "Tenant Change") unless Tenant first obtains Landlord's prior written
approval thereof, which approval Landlord shall not unreasonably withhold, condition or delay.


 






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(b)          Prior
to performing any Tenant Changes, Tenant shall submit to Landlord plans and specifications for such Tenant Changes for Landlord's
approval. After Landlord has approved the Tenant Changes and the plans, specifications and working drawings therefor, Tenant shall:
(i) enter into an agreement for the performance of such Tenant Changes with licensed and bondable contractors and subcontractors
selected by Tenant and approved by Landlord; and (ii) before proceeding with any Tenant Change, provide Landlord with at least
fifteen (15) days' prior written notice thereof. In addition, before proceeding with any Tenant Change, Tenant's contractors shall
obtain, on behalf of Tenant and at Tenant's sole cost and expense, all necessary governmental permits and approvals for the commencement
and completion of such Tenant Change.


 


(c)          All
alterations by Tenant, including Tenant Changes, shall be performed: (i) in accordance with the plans, specifications and working
drawings pre-approved by Landlord; (ii) lien-free and in a good and workmanlike manner; (iii) in compliance with all laws, rules
and regulations of all governmental agencies and authorities including, without limitation, applicable building permit requirements
and the provisions of Title III of the ADA and all applicable laws; and (iv) by licensed contractors and subcontractors. In no
event shall any Landlord-approved Tenant Changes to the roof of the Building cause a violation of any roof warranty maintained
by Landlord.


 


11.2         Removal
of Tenant Changes and Tenant Improvements. All Tenant Changes and tenant improvements in the Premises installed by Tenant
(the "Tenant Improvements"), shall become the property of Landlord and shall remain upon and be surrendered with
the Premises at the end of the Term of this Lease. If Landlord requires Tenant to remove any such items, Tenant shall, at its
sole cost, remove the identified items on or before the expiration or sooner termination of this Lease and repair any damage to
the Premises caused by such removal (or, in the event Tenant fails to remove such items, Tenant shall pay to Landlord all of Landlord's
commercially reasonable costs of such removal and repair).


 


12.          Liens. Tenant shall not permit any mechanic's, materialmen's or other liens to be filed against all or any part
of the Premises. Tenant shall, at Landlord's request, provide Landlord with enforceable, conditional and final lien releases (and
other reasonable evidence reasonably requested by Landlord to demonstrate protection from liens) from all persons furnishing labor
and/or materials with respect to the Premises. Landlord shall have the right at all reasonable times to post on the Premises and
record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed,
Tenant shall, at its sole cost, promptly cause such lien to be released of record or bonded so that it no longer affects title
to the Premises, provided that Tenant shall have the right to contest any lien claims in good faith.


 


13.           Assignment
and Subletting.


 


13.1         Restriction
on Transfer. Tenant will not assign this Lease in whole (a "Transfer"), without the prior written consent
of Landlord, which consent Landlord will not unreasonably withhold, condition or delay except as provided in this Section 13.
The consent by Landlord to any assignment shall not constitute a waiver of the necessity for such consent to any subsequent assignment.


 


13.2         Transfer
Notice. If Tenant desires to effect Transfer, then at least twenty (20) days prior to the date when Tenant desires the Transfer
to be effective (the "Transfer Date"), Tenant agrees to give Landlord a notice (the "Transfer Notice"),
stating the name, address and business of the proposed assignee or other transferee (sometimes referred to hereinafter as "Transferee"),
reasonable information (including references) concerning the character, ownership, and financial condition of the proposed Transferee,
the Transfer Date, any ownership or commercial relationship between Tenant and the proposed Transferee, and the consideration
and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require.


 






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13.3         Permitted Transfers and Subletting. Notwithstanding the provisions of this Section 13 to the contrary, Tenant may
(a) assign this Lease the Premises or any portion thereof without Landlord's consent, to any entity that controls, is controlled
by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person
or entity that acquires all of the assets of Tenant's business as a going concern or (b) sublet all or any part of the Premises
without Landlord's consent.


 


14.          Entry
by Landlord. Landlord and its employees and agents shall at all reasonable times have the right to enter the Premises
to inspect the same, to exhibit the Premises to prospective lenders or purchasers, to post notices of non-responsibility, to alter,
improve or repair the Premises as contemplated by this Lease and/or to otherwise exercise its rights and remedies under this Lease.


 


15.          Utilities
and Services.


 


15.1         Tenant’s Payment; Interruption in Service. Tenant shall be solely responsible for obtaining and shall promptly
pay all charges for heat, air conditioning, water, gas, electricity or any other utility used, consumed or provided in, furnished
to or attributable to the Premises directly to the supplying utility companies following the Commencement Date, together with all
deposits and hook-up and connection charges for such utilities. Tenant shall reimburse Landlord within thirty (30) days of billing
for any hook-up, connection, fixture or other charges and/or tariffs that are charged to Landlord by utility companies. Landlord
will notify Tenant of this charge as soon as it becomes known and such charge will be due as additional rent. In the event that
Tenant is prevented from using, and does not use, the Premises, Building or Property or any portion thereof, for three (3) consecutive
business days or ten (10) business days in any twelve (12) month period (the “Eligibility Period”) as a result
of (a) any damage or destruction to the Premises, Property, the parking facility and/or the Building, (b) any repair, maintenance
or alteration performed by Landlord after the Commencement Date and required or permitted by the Lease, which substantially interferes
with Tenant’s use of the Premises, Property, the parking facility and/or the Building, (c) any failure by Landlord to provide
Tenant with services or access to the Premises, Property, the parking facility and/or the Building, (d) because of an eminent domain
proceeding, or (e) because of the presence of hazardous substances in, on or around the Premises, the Building or the Property
which could pose a health risk to occupants of the Property, then Tenant’s rent shall be abated or reduced, as the case may
be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not
use, the Property or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is
prevented from using, and does not use, bears to the total rentable area of the Premises. However, in the event that Tenant is
prevented from conducting, and does not conduct, its business in any portion of the Premises for a period of time in excess of
the Eligibility Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its
business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration
of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the rent for the
entire Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises
during such period, the rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied
portion of the Property bears to the total rentable area of the Premises, shall be payable by Tenant from the date such business
operations commence. If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or
destruction to the Property, the parking facility, the Building, or Tenant’s property, Tenant’s abatement period shall
continue until Tenant has been given sufficient time and sufficient access to the Property, the parking facility and/or the Building,
to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the
same shall have been removed and/or damaged as a result of such damage or destruction and/or eminent domain taking and to move
in over one (1) weekend. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an
event covered by Sections 17 or 18, then the Eligibility Period shall not be applicable.


 


15.2       
Energy Usage Disclosure. Within five (5) business days of Landlord’s request at any time during the Term and
within twelve (12) months following the expiration or earlier termination of this Lease, Tenant shall provide written consent to
disclosure of Tenant’s energy usage records at the Premises to all applicable utility companies, and any other information
or documentation as such utility companies may require or as may be required under applicable law, in order to enable Landlord
to comply with the reporting requirements under California Public Resources Code Section 25402.10 and applicable regulations issued
in connection therewith. The terms and provisions of this Section shall survive the expiration or earlier termination of this Lease.


 






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16.          Indemnification and Exculpation.


 


16.1         Tenant's Assumption of Risk and Waiver. Except to the extent such matter is not covered by the insurance required
to be maintained by Tenant under this Lease and such matter is attributable to the gross negligence or willful misconduct of Landlord
or Landlord's agent(s), Landlord shall not be liable to Tenant, Tenant's employees, agents or invitees for: (i) any damage to property
of Tenant, or of others, located in, on or about the Premises, (ii) the loss of or damage to any property of Tenant or of others
by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain or leaks from any part of the Premises or from the pipes, appliance of plumbing works or from the
roof, street or subsurface or from any other places or by dampness or by any other cause of whatsoever nature, or (iv) any such
damage caused by other persons in the Premises, occupants of adjacent property, or the public, or caused by operations in construction
of any private, public or quasi-public work. Landlord shall in no event be liable for any consequential damages or loss of business
or profits and Tenant hereby waives any and all claims for any such damages. All property of Tenant kept or stored on the Premises
shall be so kept or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless from any claims arising out of damage
to the same, including subrogation claims by Tenant's insurance carriers, unless such damage shall be caused by the gross negligence
or willful misconduct of Landlord or Landlord's agent(s). Landlord or its agents shall not be liable for interference with the
light or other intangible rights.


 


16.2         Indemnification. Tenant shall be liable for, and shall indemnify, defend, protect and hold Landlord and Landlord's
officers, directors, employees, agents, successors and assigns (collectively, "Landlord Indemnified Parties")
harmless from and against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including
attorneys' fees and court costs (collectively, "Indemnified Claims"), arising or resulting from (a) any occurrence
at the Premises following Tenant’s occupancy of the Premises, unless caused by the gross negligence or willful misconduct
of Landlord or its agents, employees or contractors, (b) any act or omission of Tenant or any of Tenant's Parties; (c) the use
of the Premises and conduct of Tenant's business by Tenant or any of Tenant's Parties, or any other activity, work or thing done
or permitted by Tenant or any of Tenant's Parties, in or about the Premises; and/or (d) any default by Tenant of any obligations
on Tenant's part to be performed under the terms of this Lease. In case any action or proceeding is brought against Landlord or
any Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the
same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld.


 


16.3         Environmental
Indemnification. Tenant agrees to indemnify, protect, defend and hold harmless Landlord’s Indemnified Parties from and
against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs
(including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in,
under or about the Premises, the Building or any other portion of the Property and which are caused or permitted by Tenant during
the Term of this Lease. The provisions of this Section 16.3 shall survive the termination of this Lease for a period of three
(3) years following termination. The term “Hazardous Materials” as used in this Lease shall mean any product,
substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal,
transportation, spill, release or effect, 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 Landlord to any governmental agency or
third party under any applicable statute or common law theory. Hazardous Materials shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil or any products or by-products thereof.


 







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16.4         Survival; No Release of Insurers. The indemnification obligations under Section 16.2 shall survive the expiration
or earlier termination of this Lease. The covenants, agreements and indemnification in Sections 16.1 and 16.2 above, are not intended
to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions
of this Lease.


 


17.          Damage
or Destruction.


 


17.1         Landlord's
Rights and Obligations. In the event the Building is damaged by fire or other casualty to an extent not exceeding twenty-five
percent (25%) of the full replacement cost thereof, and Landlord's contractor estimates in a writing delivered to the parties
that the damage thereto is such that the Building and/or Premises may be repaired, reconstructed or restored to substantially
its condition immediately prior to such damage within one hundred eighty (180) days from the date of such casualty, and Landlord
will receive insurance proceeds sufficient to cover the costs of such repairs, reconstruction and restoration (including proceeds
from Tenant and/or Tenant's insurance which Tenant is required to deliver to Landlord pursuant to Section 19.2 below), then Landlord
shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in
full force and effect. If, however, the Premises or any other part of the Building is damaged to an extent exceeding twenty-five
percent (25%) of the full replacement cost thereof, or Landlord's contractor estimates that such work of repair, reconstruction
and restoration will require longer than one hundred eighty (180) days to complete, or Landlord will not receive insurance proceeds
(and/or proceeds from Tenant, as applicable) sufficient to cover the costs of such repairs, reconstruction and restoration, then
Landlord may elect to either:


 


(a) repair, reconstruct
and restore the portion of the Building and Premises damaged by such casualty (including, to the extent of insurance proceeds received
from Tenant, any Tenant Changes), in which case this Lease shall continue in full force and effect; or


 


(b) terminate this
Lease effective as of the date which is thirty (30) days after Tenant's receipt of Landlord's election to so terminate.


 


Under any of the conditions
of this Section 17.1, Landlord shall give written notice to Tenant of its intention to repair or terminate within sixty (60) days
after the occurrence of such casualty and shall include the estimated completion date of such repairs in such notice. In the event
that Landlord’s contractor estimates that such repairs will require longer than one hundred eighty (180) days following the
date of the damage to complete, then Tenant may elect to terminate the Lease by written notice to Landlord, to be given not later
than twenty (20) days following Tenant’s receipt of Landlord’s notice.


 


17.2         Tenant's
Costs and Insurance Proceeds. In the event of any damage or destruction of all or any part of the Building, Tenant shall immediately:
(a) notify Landlord thereof; and (b) deliver to Landlord all insurance proceeds received by Tenant with respect to the Tenant
Changes in the Premises (excluding proceeds for Tenant's furniture, trade fixtures and other personal property), whether or not
this Lease is terminated as permitted in this Section 17, and Tenant hereby assigns to Landlord all rights to receive such insurance
proceeds. If Tenant fails to obtain insurance for the full replacement cost of the Tenant Changes which Tenant is required to
insure pursuant to Section 19.1(a) hereof, Tenant shall be deemed to have self-insured the replacement cost of such Tenant Changes,
and upon any damage or destruction thereto, Tenant shall immediately pay to Landlord the full replacement cost of such items,
less any insurance proceeds actually received by Landlord from Landlord's or Tenant's insurance with respect to such items.


 


17.3         Abatement
of Rent. In the event that as a result of any such damage, repair, reconstruction and/or restoration of the Building, Tenant
is prevented from using, and does not use, the Building or any portion thereof, then the Monthly Rent shall be abated or reduced,
as the case may be, during the period that Tenant continues to be so prevented from using and does not use the Building or portion
thereof, in the proportion that the rentable square feet of the portion of the Building that Tenant is prevented from using, and
does not use, bears to the total rentable square feet of the Building. Except for abatement of Monthly Rent as provided hereinabove,
Tenant shall not be entitled to any compensation or damages for loss of, or interference with, Tenant's business or use or access
of all or any part of the Premises resulting from any such damage, repair, reconstruction or restoration.


 






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17.4         Inability
to Complete. Notwithstanding anything to the contrary contained in this Section 18, in the event Landlord is obligated or
elects to repair, reconstruct and/or restore the damaged portion of the Building pursuant to Section 17.1 above, but is delayed
from completing such repair, reconstruction and/or restoration beyond the date which is thirty (30) days after the date estimated
by Landlord's contractor for completion thereof pursuant to Section 17.1, then either party may elect to terminate this Lease
upon thirty (30) days' prior written notice to the other; provided, however, Landlord shall only have such right of termination
for delay by reason of any causes beyond the reasonable control of Landlord (including, without limitation, delays due to Force
Majeure Delays as defined in Section 30.16, and delays caused by Tenant or any Tenant Parties).


 


17.5         Damage Near End of Term. Landlord and Tenant shall each have the right to terminate this Lease if any damage to the
Building or Premises occurs during the last twelve (12) months of the Term of this Lease, Tenant has not exercised its Extension
Option, and Landlord's contractor estimates in a writing delivered to the parties that the repair, reconstruction or restoration
of such damage cannot be completed within the earlier of (a) the scheduled expiration date of the Lease Term, or (b) sixty (60)
days after the date of such casualty.


 


17.6         Waiver
of Termination Right. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of any
damage or destruction. Accordingly, the parties hereby waive the provisions of California Civil Code Section 1932, Subsection
2, and Section 1933, Subsection 4 (and any successor statutes thereof permitting the parties to terminate this Lease as a result
of any damage or destruction).


 


18.          Eminent Domain.


 


18.1         Total
or Partial Taking. In case all of the Premises, or such part thereof as shall materially and substantially interfere with
Tenant's ability to conduct its business upon the Premises, shall be taken for any public or quasi-public purpose by any lawful
power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking,
Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said
authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking,
and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant;
provided, however, in the event of such a taking, Tenant shall be entitled to such portion of the award as shall be attributable
to goodwill and for damage to, or the cost of removal of, Tenant's personal property. In the event this Lease is not terminated
following a taking, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest
of Tenant, Landlord shall restore the Premises to substantially their same condition prior to such partial taking to the extent
of any award proceeds received by Landlord, and a fair and equitable abatement shall be made to Tenant for the Monthly Rent corresponding
to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and
restoration. If the award proceeds from the taking are insufficient to restore the Premises as required by the preceding sentence
and Landlord does not provide its own funds to so restore the Premises, and if as a result thereof Tenant's ability to use the
Premises as contemplated by this Lease is materially and substantially impaired, then Tenant may elect to terminate this Lease
by giving Landlord written notice thereof; provided, however, Landlord may rescind such termination by giving Tenant written notice
within ten (10) business days following Landlord's receipt of such termination notice from Tenant that Landlord will provide the
necessary funds to so restore the Premises.


 


18.2         Temporary
Taking. In the event of taking of the Premises or any part thereof for temporary use, (i) this Lease shall be and remain unaffected
thereby and Rent shall not abate, and (ii) Tenant shall be entitled to receive for itself such portion or portions of any award
made for such use with respect to the period of the taking which is within the Lease Term. For purposes of this Section 18.2,
a temporary taking shall be defined as a taking for a period of one (1) year or less.


 






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18.3         Waiver
of Termination. Tenant and Landlord waive any right to terminate this Lease under Section 1265.130 of the California Code
of Civil Procedure, or any similar statute or law now or hereafter in force.


 


19.         
Insurance.


 


19.1.1      Tenant’s
Insurance. On or before the Commencement Date, and continuing thereafter until the expiration of the Term, Tenant shall obtain
and keep in full force and effect respecting the Premises, the following insurance:


 


(a)          Special
Form insurance, including fire and extended coverage, sprinkler leakage (including earthquake sprinkler leakage), vandalism, malicious
mischief, earthquake and flood coverage upon the building and property of every description and kind located on the Premises,
including, without limitation, furniture, equipment and any other personal property and any Tenant Changes in an amount not less
than $15 million.


 


(b)          Commercial
general liability insurance coverage, on an occurrence basis, including personal injury, bodily injury (including wrongful death),
broad form property damage, operations hazard, owner's protective coverage, contractual liability, liquor liability, products
and completed operations liability, and owned/non-owned auto liability, with a general aggregate of not less than Two Million
Dollars ($2,000,000) per occurrence with "umbrella" or excess liability coverage of not less than Five Million Dollars
($5,000,000). 


 


(c)          Worker’s
compensation and employer’s liability insurance, in statutory amounts and limits, covering all persons employed in connection
with any work done in, on or about the Premises for which claims for death or bodily injury could be asserted against Landlord,
Tenant or the Premises.


 


(d)          Pollution
legal liability insurance and/or environmental impairment insurance, covering claims for damage or injury caused by Hazardous
Materials, including, without limitation, bodily injury, wrongful death, property damage, including loss of use, removal, cleanup
and restoration of work and materials necessary to return the Premises and any other property of whatever nature located on the
Premises to their condition existing prior to the Commencement Date of this Lease.


 


19.1.2      Form
of Policies. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability
of Tenant under this Lease. The policies shall be in effect for the entire Term and shall be renewed annually during the term.
Such insurance shall (i) name Landlord as an additional insured; (ii) be issued by an insurance company having a rating of not
less than A-VIII in Best's Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the State
of California; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess
and is non-contributing with any insurance requirement of Tenant; (v) provide that the insurer shall endeavor to provide that
said insurance shall not be canceled or coverage changed unless ten (10) days' prior written notice shall have been given to Landlord
and any mortgagee. Tenant shall deliver said policy or policies or certificates thereof to Landlord on or before the Commencement
Date and at least ten (10) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance,
or to deliver such policies or certificate, Landlord may, at its option, procure such policies for the account of Tenant, and
the cost thereof shall be paid to Landlord as additional rent within ten (10) days after delivery to Tenant of bills therefor.


 


20.          Waiver
of Subrogation.


 


20.1         Waiver. Each of Landlord and Tenant hereby waives its rights against the other with respect to any claims or damages
or losses which are caused by or result from occurrences which would have been covered under any property insurance required to
be obtained and maintained by such party under Section 16 of this Lease had such insurance been obtained and maintained as required
therein. The foregoing waiver shall be in addition to, and not a limitation of, any other waivers or releases contained in this
Lease.


 






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20.2         Waiver
of Insurers. Each of Landlord and Tenant shall cause each insurance policy required to be obtained by it pursuant to Section
19 to provide that the insurer waives all rights of recovery by way of subrogation against the other party in connection with
any claims, losses and damages covered by such policy. If either party fails to maintain the insurance required hereunder, such
risks shall be deemed to be self-insured with a deemed full waiver of subrogation as set forth in the immediately preceding sentence.


 


21.          Tenant's
Default and Landlord's Remedies.


 


21.1         Tenant's
Default. The occurrence of any one or more of the following events shall constitute a default under this Lease by Tenant:


 


(a)          
the failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, within five
(5) business days of written notice from Landlord that such payment was not received;


 


(b)          
the failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed
or performed by Tenant, other than as specified in Sections 18.1(a) or 18.1(b) above, where such failure shall continue for a period
of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default
is such that it may be cured but more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed
to be in default if Tenant shall commence such cure within said thirty (30) day period and thereafter diligently prosecute such
cure to completion;


 


(c)          
(i) the making by Tenant of any general assignment for the benefit of creditors, (ii) the filing by or against Tenant of
a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days), (iii) the appointment of
a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest
in this Lease, where possession is not restored to Tenant within sixty (60) days, or (iv) the attachment, execution or other judicial
seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease where such seizure
is not discharged within sixty (60) days;


 


(d)          
Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution.


 


Any notice given under
this Section 21.1 shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure, Section
1161.


 


21.2         Landlord's
Remedies; Termination. In the event of any such default by Tenant, in addition to any other
remedies available to Landlord under this Lease, at law or in equity, Landlord shall have the immediate option to terminate this
Lease and all rights of Tenant hereunder. In the event that Landlord shall elect to so terminate this Lease, then Landlord may
recover from Tenant:


 


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


 


(b)          the
worth at the time of the 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 Tenant proves could have been reasonably avoided; plus


 






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


 


(d)          any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which, in the ordinary course of things, would be likely to result therefrom including, but not limited to:
unamortized Tenant Improvement costs; attorneys' fees; unamortized brokers' commissions; the costs of refurbishment, alterations,
renovation and repair of the Premises; and removal (including the repair of any damage caused by such removal) and storage (or
disposal) of Tenant's personal property, equipment, fixtures, Tenant Changes, Tenant Improvements and any other items which Tenant
is required under this Lease to remove but does not remove.


 


As used in Sections 21.2(a)
and (b)above, the "worth at the time of award" is computed by allowing interest at the Interest Rate set forth in Section
1.10 of the Summary. As used in Section 21.2(c) above, the "worth at the time of award" is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).


 


21.3         Landlord's
Remedies; Continuation of Lease. In the event of any such default by Tenant, in addition
to any other remedies available to Landlord under this Lease, at law or in equity, Landlord shall have the right to continue this
Lease in full force and effect, whether or not Tenant shall have abandoned the Premises. The foregoing remedy shall also be available
to Landlord pursuant to California Civil Code Section 1951.4 and any successor statute thereof in the event Tenant has abandoned
the Premises.


 


21.4         Rights
and Remedies Cumulative. All rights, options and remedies of Landlord contained in this Section 18 and elsewhere in this Lease
shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the
right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether
or not stated in this Lease.


 


22.          Subordination.
At the request of Landlord or any mortgagee of a mortgage or a beneficiary of a deed of trust now or hereafter encumbering all
or any portion of the Premises, or any lessor of any ground or master lease now or hereafter affecting all or any portion of the
Premises, this Lease shall be subject and subordinate at all times to such ground or master leases (and such extensions and modifications
thereof), and to the lien of such mortgages and deeds of trust (as well as to any advances made thereunder and to all renewals,
replacements, modifications and extensions thereof).


 


23.          Estoppel
Certificate. Within ten (10) business days following Landlord's written request, Tenant shall execute and deliver to Landlord
an estoppel certificate, certifying: (a) the Commencement Date of this Lease; (b) that this Lease is unmodified and in full force
and effect (or, if modified, that this Lease is in full force and effect as modified, and stating the date and nature of such
modifications); (c) the date to which the Rent and other sums payable under this Lease have been paid; (d) that there are not,
to the best of Tenant's knowledge, any defaults under this Lease by either Landlord or Tenant, except as specified in such certificate;
and (e) such other matters as are reasonably requested by Landlord. Any such estoppel certificate delivered pursuant to this Section
23 may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of any portion of the Premises, as well
as their assignees.


 


24.          Quiet
Enjoyment. Landlord covenants and agrees with Tenant that, so long as Tenant is not in default under this Lease (beyond
applicable notice and cure periods), Tenant shall and may peaceably and quietly have, hold and enjoy the Premises, in accordance
with and subject to the terms and conditions of this Lease, as against all persons claiming by, through or under Landlord.


 


25.          Brokers.
Each party represents and warrants to the other, that except for Landlord’s broker disclosed in Section 1.9, no broker,
agent or finder (a) negotiated or was instrumental in negotiating or consummating this Lease on its behalf, or (b) is or might
be entitled to a commission or compensation in connection with this Lease. Each party shall indemnify, protect, defend and hold
harmless the other party from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities
and expenses (including attorneys' fees and court costs) resulting from any breach by such party of the foregoing representation.


 






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26.          Holding
Over. If Tenant holds over after the expiration or earlier termination of the Term, then, without waiver of any right
on the part of Landlord as a result of Tenant's failure to timely surrender possession of the Premises to Landlord, Tenant shall
become a tenant at sufferance only, upon the terms and conditions set forth in this Lease so far as applicable (including Tenant's
obligation to pay all costs, expenses and any other additional rent under this Lease), but at a Monthly Rent equal to one hundred
twenty-five percent (125%) of the Monthly Rent applicable to the Premises immediately prior to the date of such expiration or
earlier termination. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a consent
to a hold over hereunder or result in an extension of this Lease.


 


27.          Miscellaneous.
This Lease shall be governed by, and construed pursuant to, the laws of the state in which the Premises are located. All of the
covenants, conditions and provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto
and their respective heirs, personal representatives and permitted successors and assigns. The invalidity or unenforceability
of any provision of this Lease shall in no way affect, impair or invalidate any other provision hereof, and such other provisions
shall remain valid and in full force and effect to the fullest extent permitted by law. This Lease may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall be one and the same agreement.


 


[Signatures appear on following page]


 






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IN WITNESS WHEREOF,
the parties have executed this Lease as of the day and year first above written.


 


	LANDLORD:                   	EAGLE ROCK HOLDINGS, LP, 
	 	a California limited partnership
	 	 
	 	By  	 PARKVIEW MANAGEMENT GROUP, INC.,
	 	 	a California corporation,
	 	 	its general partner



 


	                                     	By:	/s/ Fred Afari
	 	Name:  	Fred Afari
	 	Title:	President




 


 


	TENANT:                           	SYSTRON DONNER INERTIAL, INC.,

a Delaware corporation



 





	                                       	By:	/s/ Jeffrey Rittichier
	 	 	Name:	Jeffrey Rittichier
	 	 	Title:	President and CEO


 






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EXHIBIT "A"


 


LEGAL DESCRIPTION OF PROPERTY


 


 


 



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