AIR     COMMERCIAL REAL ESTATE ASSOCIATION
	STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT
    LEASE — NET
	(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)




 


1.            Basic
Provisions ("Basic Provisions").


 


1.1          Parties:
This Lease ("Lease"), dated for reference purposes only March    , 2014 is made by and between
BRISTOL-CULVER ASSOCIATES, LLC, a Delaware limited liability company and MOUNTAIN ORGANIC FARMS SPE, LLC, a Colorado
limited liability company, as tenants-in-common ("Lessor") and PSYCHEMEDICS CORPORATION, a Delaware
corporation ("Lessee"), (collectively the "Parties," or individually a "Party").


 


1.2          Premises:
That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease,
and commonly known as 6100 Bristol Parkway, Culver City  located in the County of Los Angeles  , State of California
, and generally described as (describe briefly the nature of the property and, if applicable, the "Project",
if the property is located within a Project)  an approximately 16,023 rentable square feet single story concrete tilt-up office
building ("Premises"). The Premises are located in the Fox Hills Business Park, which is a four (4) building
project consisting of approximately 75,307 rentable square feet as shown on the attached plot plan ("Project") attached
hereto and incorporated herein by this reference as Exhibit A. (See also Paragraph 2)


 


1.3          Term: Three
(3) years and zero (0) months ("Original Term") commencing March 15, 2014
("Commencement Date") and ending March 14, 2017  ("Expiration Date"). (See also
Paragraph 3)


 


1.4          Early
Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing N/A ("Early
Possession Date"). (See also Paragraphs 3.2 and 3.3)


 


1.5          Base
Rent: $32, 046.00 per month ("Base Rent"), pyable on the fifteenth (15th)        
day of each month commencing March 15, 2014. (See also Paragraph 4)


 


þ
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 52


 


1.6          Base
Rent and Other Monies Paid Upon Execution:


 


(a)         Base
Rent; $32, 046.00          for the period March 15, 2014 - April 14,
2014.


 


(b)         Security
Deposit: $33, 007.38 ("Security Deposit"). (See also Paragraph 5)


 


(c)         Association
Fees: $N/A for the period_______


 


(d)         Other:
$ _______ for ______________.


 


(e)         Total
Due Upon Execution of this Lease: $65, 053.38          .


 


1.7          Agreed
Use: laboratory and research facility; general office . (See also Paragraph 6)


 


1.8          Insuring
Party: Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8)


 


1.9          Real
Estate Brokers: (See also Paragraph 15 and 25)


 


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


 


þ
Madison Partners  represents Lessor exclusively ("Lessor's Broker");


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


 ̈
________________ represents both Lessor and Lessee ("Dual Agency").


 


(b)          Payment
to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for the brokerage
services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement is
attached, the sum of ______or _______% of the total Base Rent payable for the Original Term, the sum of _______or _______ of
the total Base Rent payable during any period of time that the Lessee occupies the Premises subsequent to the Original Term,
and/or the sum of _______or _______% of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from
Lessor any rights to the Premises.


 


1.10         Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed by N/A ("Guarantor"). (See also
Paragraph 37)


 


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


 


þ an Addendum consisting of Paragraphs 52 through 62 ;


þ an a plot plan depicting the Premises; (Exhibit A)


 ̈
a current set of the Rules and Regulations;


 ̈
a Work Letter;


þ other
(specify): Exhibit B - Depiction of Reserved Parking Spaces; Exhibit C - List of Chemicals used in
Tenant's Laboratories; Exhibit D – Depiction of Lessor's Work Location and Exhibit E – Scope of
Lessee Work.


 


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2.             Premises.


 


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


 


2.2           Condition.
Lessor shall deliver 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
7.1(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 any buildings on the Premises
(the "Building") shall be free of material defects, and that the Premises do not contain hazardous levels of
any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of
the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor
shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt
of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure,
rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days
3 months as to the remaining systems and other elements of the Building. 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. Subject to this Paragraph 2.2, Lessee acknowledges that it has inspected the Premises and accepts
the same in their "AS IS" condition.


 


2.3          Compliance.
Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable
laws, convenants 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 installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee
NOTE: Lessee is responsible for determining whether or not the building codes, applicable laws, covenants or restrictions
of record, regulations, and ordinances ("Applicable Requirements"), and especially the zoning, are appropriate
for Lessee's intended use, and acknowledges the past uses of the Premises may no longer be allowed. If the Premises
for not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non compliance, rectify the same at Lessor's expense. If Lessee
does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction
of that non compliance shall be the obligation of Lessee at Lessee's sole cast and expense. If the Applicable Requirements
are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the
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 Expenditures is required during the last 2 years of this Lease and the cost there of 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 an amount equal to 6 months'
Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure
and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however,
in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.


 


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


  





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


 


3.           Term.


 


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


 


3.2           Early
Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises
being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive
right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation
to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited
to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such
period. Any such Early Possession shall not affect the Expiration Date.


 


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


 


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


 


4.            Rent.


 


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


 


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


 


4.3           Association
Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium
fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Rent.


 


5.            Security
Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance
of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be
due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer
or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days
after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required
by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit
additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to
the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate
a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase
the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that
the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change
the financial condition of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such additional
monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such
change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within
90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or
applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment
for any monies to be paid by Lessee under this Lease. Lessee hereby waives any restriction on the use or application of the Security
Deposit ss set forth in California Civil code Section 1950.7


 


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6.           Use.


 


6.1           Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto,
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage,
waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal
and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not
unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will
not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or
is not significantly more burdensome to the Premises. 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.


 


6.2          Hazardous
Substances.


 


(a) Reportable
Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or
waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials
expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment
or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor
to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,
but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or otherwise use, store,
transport, dispose of or release Hazardous Substances on or' about the Project 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 those ordinary and customary
materials reasonably required to be used in the normal course of the Agreed Use, identified on Exhibit & attached hereto and
incorporated herein by this reference and in the amounts set forth on Exhibit B and 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 its agents, contractors or invitees, or pertaining to or involving any
Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or its agents, contractors or invitees
or any other third-party.


 


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


 


(e) Lessor
Indemnification. Except as otherwise provided in paragraph 8.7 and except for exacerbation of or contribution to any existing
Hazardous Substances, at, under, or on the Property, by Lessee or any of Lessee's agents, employees, contractors, invitees,
or licensees, 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 directly result from Hazardous
Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct
of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include,
but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease.


 


(f) Investigations
and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by
governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's
occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined
in paragraph 7.3(a) below) of the Premises, or otherwise caused by Lessee, 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.


 





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(g) Lessor
Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of this Lease, unless
Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the
Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph
6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition,
if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect,
or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is
greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the
event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's
commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal
to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory
assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect,
and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee
does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate
as of the date specified in Lessor's notice of termination.


 


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


 


6.4           Inspection;
Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants 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 (see
paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such
case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related
to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS)
to Lessor within 10 days of the receipt of a written request therefor.


 


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


 


7.1           Lessee's
Obligations.


 


(a) In
General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good
order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same,
are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use,
any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures,
walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights,
landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the
Premises. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices,
specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(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. Lessee shall, during the term of this Lease, keep the exterior appearance
of the Building in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other
similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building.


 


(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, (iii) fire extinguishing
systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, and
(vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service
contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.


 


(c) Failure
to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after
10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required),
perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly
pay to Lessor a sum equal to 115% of the cost thereof.


 


(d) Replacement.
Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1 (b)
cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be
replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie.
1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.


  


7.2           Lessor's
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14
(Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and
maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention
of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the
Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with
the terms of this Lease. The cost of any maintenance, repairs, replacements or restorations necessitated by the act or neglect
of Lessee or its agents, contractors or invitees or otherwise attributable to Lessee together with an administrative change in
an amount equal to fifteen percent (15%) of the cost thereof, shall be paid by Lessee to Lessor immediately upon written demand.


 





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7.3           Utility
Installations; Trade Fixtures; Alterations.


 


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


 


(b) Consent. Lessee
shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however,
make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent
but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing
the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, 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 licensed contractor chosen and/or approved by Lessor, which approval Lessor may not unreasonably
withhold. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor
shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring
all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior
to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt
and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient
materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in
an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional
Security Deposit with Lessor. Notwithstanding anything to the contrary in the Lease, Lessor's approval to any structural
or exterior aIterations or improvements to the Premises or the Building or any alterations or improvements affecting the Building
systems may be withheld In Lessor's sole discretion.


 


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


 


(d)  Supervision
Fees. Lessee shall pay Lessor a fee for Lessor's oversight and coordination of any Alterations or Utility Installations
made by lessee equal to five percent (5%) of the cost thereof if such oversight or coordination is reasonably required by Lessor.


 


7.4           Ownership;
Removal; Surrender; and Restoration.


 


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


 


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


 


(c) Surrender; Restoration.
Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts
and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented
by good maintenance practice. Notwithstanding the foregoing, if 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 completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third
party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such
removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property
of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier
termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.
The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor
shall constitute a holdover under the provisions of Paragraph 26 below.


 


8.            Insurance;
Indemnity.


 


8.1           Payment
For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable
to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods
commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made
by Lessee to Lessor within 10 days following receipt of an invoice.


 





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8.2           Liability
Insurance.


 


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


 


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


 


8.3           Property
Insurance - Building, Improvements and Rental Value.


 


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


 


(b) Rental Value.
The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and
any Lender, insuring the loss of the full Rent for one year with art-extended period of indemnity for an additional 180 dyas ("Rental
Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the
amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month
period. Lessee shall be liable for any deductible amount in the event of such loss.


 


(c) Adjacent
Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to
the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings
if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.


 


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


 


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


 


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


 


(c) Worker's
Compensation Insurance. Lessee shall obtain and maintain Workers Compensation Insurance in such amount as may be required
by Applicable Requirements. Such policy shall include a Waiver of Subrogation endorsement. Lessee shall provide Lessor with
a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5.


 


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


 


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


 


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


 


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


 





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8.8           Exemption
of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither
Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise
or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the
presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages
arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions
of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead,
it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)
that Lessee is required to maintain pursuant to the provisions of paragraph 8.


 


8.9           Failure
to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein
will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will
be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance
and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the
Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then
existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance.
Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain
such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation
to maintain the insurance specified in this Lease.


 


9.           Damage
or Destruction.


 


9.1           Definitions.


 


(a) "Premises
Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations
and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. 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 Premises, other than Lessee Owned Alterations and Utility Installations
and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor
shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial
or Total.


 


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


 


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


 


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


 


9.2           Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make
the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the insuring Party
shall Lessor may either terminate the lease or promptly contribute the shortage in proceeds (except as to the deductible which
is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the
fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable
and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects
of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within
said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease
shall remain in full force and effect. If such funds or assurance are not
received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and
repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full
force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds
contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall
be made available for the repairs if made by either Party. Notwithstanding the foregoing, if damage or destruction to the Building
or Project occurs which cannot reasonably be repaired within nine (9) months or less from the date of the damage or destruction,
whether or not the Premises are also damaged, lessor shall have the right to terminate the Lease.


 


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


 


9.4           Total
Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate
60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee,
Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.


 





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


 


9.6           Abatement
of Rent; Lessee's Remedies.


 


(a) Abatement.
In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of
such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the
proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and
Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.


 


(b) Remedies.
If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair
or restoration within 6090 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair
or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate
this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or
restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If
the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence"
shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work
on the Premises, whichever first occurs.


 


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


 


9.8            Lease Waiver. Lessee
hereby waives the provisions of California Civil Code Sections 1932(2) and 1933(4) and the provisions of any similar law Hereinafter
enacted.


 


10.        Real
Property Taxes.


 


10.1         Definition.
As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special,
ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or
license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and
where the funds are generated with reference to the Building 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 Premises are located. Real Property Taxes shall
also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during
the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on
machinery or equipment provided by Lessor to Lessee pursuant to this Lease.


 


10.2         Payment
of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at
least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after
the expiration or termination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee incurs a
late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in advance
to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal to the
amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment
becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments
shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient
to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments
may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance
of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit.


 


10.3         Joint
Assessment. If the Premises are not separately assessed, Lessee's liability 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 conclusively determined
by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably
available.


 


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


 


11.         Utilities
and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee,
Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be
no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance
of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable
control or in cooperation with governmental request or directions.


 


12.        Assignment
and Subletting.


 


12.1         Lessor's
Consent Required.


 


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


 





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


 


(c) The
involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing,
transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets
occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth
as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has
consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or
is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee"
shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.


 


(d) An
assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), or
a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment
or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i)
the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the
price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during
the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.


 


(e) Lessee's
remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.


 


f) Lessor may reasonably withhold
consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.


 


(g) Notwithstanding the foregoing,
allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with
the installation of a vending machine or payphone shall not constitute a subletting.


 


12.2         Terms
and Conditions Applicable to Assignment and Subletting.


 


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


 


(b) Lessor
may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute
a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.


 


(c) Lessor's
consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.


 


(d) In
the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible
for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's
remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.


 


(e) Each
request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination
as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration
for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information
and/or documentation as may be reasonably requested. (See also Paragraph 36)


 


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


 


(g) Lessor's
consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee
by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)


 


(h) In the
event that Lessee seeks to make any assignment or subletting, Lessor shall have the right to terminate this Lease or, in the
case of a sublease of less than all of the. Premises, terminate this Lease as to that part of the Premises proposed to be so
sublet. In the event that Lessor elects to so terminate this Lease, then this Lease shall so terminate in its entirety (or as
to the space to be so sublet as the case may be) thirty (30) days after Lessor has notified Lessee in writing of such
election. In the case of a partial termination of this Lease, the Base Rent and Lessee's Share shall be reduced to an
amount which bears the same relationship to the original amount thereof as the area of that part of the Premises which
remains subject to this Lease bears to the original area of the Premises.


 


(j) Lessee shall pay
to Lessor 100% of the excess rent or other consideration payable to Lessee from any sublessee or assignee over the Base Rent hereunder
less any brokerage commissions incurred by Lessee in connection with such sublease or assignment (which brokerage commissions
shall be amortized over the term of such sublease or assignment).


 


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


 


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


 


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


 


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(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.


 


12.4         Lessee
Waivers. Lessee hereby waives the provisions of Section 1995.310 of the California Civil
Code, or any similar or successor' laws, now or hereafter in effect, and all other remedies
for a default by Lessor under this Article 12 including without limitation any right at
law or equity to terminate this Lease, on its own behalf and, to the extent, permitted
under applicable law, on behalf of the proposed transferee,


 


13.           Default;
Breach; Remedies.


 


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


 


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


 


(b)  The
failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor
or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this
Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written
notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY
OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.


 


(c)  The
failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting
public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such
actions continue for a period of 3 business days following written notice to Lessee.


 


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


 


(e)  A Default by Lessee as
to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than
those described in subparagraphs 13.1 (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 existed at the time of execution of this Lease.


 


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


 


(a)  Terminate
Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee damages in an amount as set forth
in California Civil Code Section 1951.2 as in effect as of the date of this Lease. Such damages shall include, without limitation:
(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, computed by allowing interest at the rate set forth in Paragraph 13.5 below;
(iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary
to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease
or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys'
fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term
of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence
shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the
Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of
this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this
Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding
any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit,
or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph
13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,
and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful
detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.


 


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(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. Lessor shall have the remedy described
in California Civil Code Section 1951.4 (Lessor may continue the lease in effect after Lessee's breach and abandonment and recover rent
as it becomes due, if Lessee has right to sublet or assign, subject only to reasonable limitations).
Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall
not constitute a termination of the Lessee's right to possession.


 


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


 


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


 


13.4        Late
Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor
to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include,
but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly,
if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice
to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever
is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur
by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default
or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder.
In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.


 


13.5        Interest.
Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from
the 31st day after it was due. The interest ("Interest") charged shall be computed
at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential
late charge provided for in Paragraph 13.4.


 


13.6        Breach
by Lessor.


 


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


 


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


 


14.     
    Condemnation. If the
Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power
(collectively "Condemnation"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or
more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's
option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the
absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of
the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing,
this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall
be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments
shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the
value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by
the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or
not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the
Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled
to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation,
Lessor shall repair any damage to the Premises caused by such Condemnation. The rights of Lessor and Lessee regarding any condemnation
shall be determined as provided in this Article, and each party hereby waives the provisions of California Code of Civil Procedure
Section 1265.130 and the provisions of any similar law hereinafter enacted allowing either party to petition the Superior Court
to terminate this Lease in the event of a partial taking of the Premises.


 

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15.  
       Brokerage Fees.


 


15.1  
     Additional Commission.
In addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers otherwise agree
in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires
any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which
the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the
expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein,
then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease
was executed.


 


15.2 
      Assumption of Obligations. Any buyer or transferee
of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall
be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any
amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In
addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice
to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice. Lessee shall
pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be
a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the
limited purpose of collecting any brokerage fee owed.


 


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


 


16.  
        Estoppel Certificates.


 


(a)  Each
Party Lessee (as "Responding Party") shall within 10 days after written notice from the other Party Lessor
(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 a statement certifying that this Lease is in full force and effect, that this Lease is unmodified, or if
modified, stating any such modifications, that there are no defenses or offsets to the Lease by Lessee or stating such
defenses or offsets as are claimed by Lessee, that Lessor is not in default hereunder or specifying any defaults by Lessor
that Lessee alleges, and specifying the date to which rent has been paid, and specifying any further information about this
Lease or the Premises that Lessor may request (the "Estoppel Certificate").Lessee agrees that such certificates
may be relied upon by prospective purchasers or lenders of the building or the Project.


 


(b)  If
the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party
may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may
be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if
Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers
may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of
the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel
Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent
of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel
Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee,
by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties
agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will
incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute
a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise
of any of the other rights and remedies granted hereunder.


 


(c)  If
Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days
after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as
may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the
past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth. Lessee represents and warrants that all financial
statements and information provided to Lessor prior to execution of this Lease or in connection with obtaining any consent are
true and correct and accurately reflect the financial condition of the person covered by such statements as of the date of such
statements and that no material adverse change has occurred since such date. Within ten (10) days after written request
therefor, Lessee shall deliver to Lessor
a copy of the financial statements (including at least a year end balance sheet, a statement of profit and loss, and a statement
of cash flows) of Lessee for each of the three most recently completed years, prepared in accordance with
generally accepted accounting principles (and, if such is Lessee's normal practice,
audited by an independent certified public accountant), all then available subsequent interim statements, and such other financial
information as may reasonably be requested by Lessor or required by any mortgagee.


 


17.
          Definition of Lessor.
The term "Lessor" as used herein shall mean the owner or owners at the time
in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event
of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee
(in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security
Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease
to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.


 


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


 


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


 


20.   
       Limitation on Liability.
The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members,
directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the
satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners,
members, directors, officers or shareholders, or any of their personal assets for such satisfaction.


 


21.   
      Time of Essence.
INTENTIONALLY OMITTED Time is of
the essence with respect to the performance of all obligations to be performed or
observed by the Parties under this Lease.


 

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


 


23.
          Notices.


 


23.1  
     Notice Requirements.
All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by
hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with
postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in
this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for
delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice,
except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A
copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from
time to time hereafter designate in writing.


 


23.2   
    Date of Notice. Any
notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed
given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United
States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of
the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed
delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is
also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be
deemed received on the next business day.


 


24.
          Waivers.


 


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


 


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


 


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


 


25.           Disclosure
Regarding the Nature of a Real Estate Agency Relationship.


 


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


 


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


 


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


 


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


 


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


 


(c)  
        Lessor and Lessee agree to identify to Brokers as
"Confidential" any communication or information given Brokers that is considered by such Party to be
confidential.


 


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


 


27.          Cumulative
Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible,
be cumulative with all other remedies at law or in equity.


 


28.          Covenants
and Conditions; Construction of Agreement. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience
of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include
the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its
fair meaning as a whole, as if both Parties had prepared it.


 


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


 


30.          Subordination;
Attornment; Non-Disturbance.


 


30.1   
    Subordination. This
Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "Security Device"),
now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals,
modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lender") shall have no liability or obligation to
perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted
hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation
thereof.


 


30.2   
    Attornment. In the event
that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a
Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3,
attorn to and recognize such new owner and its successors and assigns as the lessor under the Lease for the unexpired balance
(and any extensions, if exercised) of the Term of the lease on the same terms and conditions set forth in the Lease, and upon
request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder
of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and
such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume
all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or
with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might
have against any prior lessor, (c) be bound
by any rent or additional rent that lessee might have paid for more than the current month to any prior lessor of more than one
month's rent, or (d) be bound by any amendment, modification, or termination
of the lease made without Lender's prior written consent: (e) be personally liable under the Lease, such new owner's
liability under the Lease being limited to its Interest in the Premises in accordance to Paragraph 20 of the Lease; or (f) be
liable for the return of any security deposit paid to any prior lessor unless such deposit has been delivered to such new owner
was not paid or credited to such new owner.


 


30.3  
     INTENTIONALLY DELETED Non-Disturbance. With respect to
Security Devices entered into by Lessor after the execution of this Lease. Lessee's subordination of this Lease shall
be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement")
from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns
to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by
Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing
Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement
within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the
execution and delivery of a Non-Disturbance Agreement.


 


30.4  
     Self-Executing.
The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;
provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of
the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document
any subordination, attornment and/or Non-Disturbance agreement. Agreement provided
for herein.


 


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


 


32.           Lessor's
Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter
the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the
purpose of showing the same to prospective purchasers, lenders, or tenants, and making such 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 to Lessee's use of
the Premises. All such activities shall be without abatement of rent or liability to Lessee.


 


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


 


34.           Signs.
Lessor may place on the Premises ordinary "For Sale" signs at any time
and ordinary "For Lease" signs during the last 6 months of the term hereof.
Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior
written consent, which consent may be withheld in Lessor's sole discretion. All signs must comply with all Applicable Requirements.


 


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


 

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


 


37.           Guarantor.


 


37.1 
      Execution. The Guarantors, if any, shall each
execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association, and each such Guarantor
shall have the same obligations as Lessee under this Lease.


 


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


 


38.
          Quiet Possession.
Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to
be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
hereof.


 


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


 


39.1   
    Definition.
"Option" shall mean: (a) the right to extend or reduce the term of
or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b)
the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to
purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of
Lessor.


 


39.2
       Options Personal To Original
Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee,
and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full
possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of
thereafter assigning or subletting.


 


39.3    
   Multiple Options. In the
event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the
prior Options have been validly exercised.


 


39.4         Effect
of Default on Options.


 


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


 


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


 


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


 


40.
          Multiple Buildings.
If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all
reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties,
including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its
employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair
share of common expenses incurred in connection with such rules and regulations.


 


41.
          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.


 


42.
          Reservations.
Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights
and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements,
rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees
to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.


 


43.
          Performance Under Protest.
If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest"
and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute
suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such
sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to
pay. A Party who does not initiate suit for the recovery of sums paid "under protest" with 6 months shall be deemed to
have waived its right to protest such payment.


 


44.
          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.


 

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(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.


 


45.
         Conflict.
Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.


 


46.
         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.


 


47.
         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.


 


48.
         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.
Lessor and Lessee agree that this Paragraph constitutes a written consent to waiver of trial by jury within the meaning of California
Code of Civil Procedure Section 631(a)(2), and Lessee does hereby authorize and empower Lessor to file this Paragraph 48 and/or
this Lease, as required, with the clerk or Judge of any court of competent jurisdiction as a written consent to waiver of jury
trial.


 


49.
        INTENTIONALLY DELETED Arbitration of Disputes. An Addendum requiring the Arbitration of all
disputes between the Parties and/or Brokers arising out of this Lease  ̈
is  ̈
is not attached to this Lease.


 


50.
         Accessibility; Americans with Disabilities
Act.


 


(a)
      The Premises: þ
have not undergone an inspection by a Certified Access Specialist (CASp). ̈
have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable
construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.  ̈
have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable
construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.


 


(b)
      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.


 


51.
          Lessee Waivers.
Lessee hereby waives the provisions of Sections 1932(i). 1941 and 1942 of
the California Civil Code and any similar or successor law regarding Lessee's
right to terminate this Lease or to make repairs and deduct the expenses of
such repairs from the rent due under this Lease. Lessee hereby waives any light of redemption or relief from forfeiture under
the laws of the State of California, or under any other present or future law, including the provisions of Sections 473,
1174 and 1179 of the California Code of Civil Procedure and Section 3275 of
the California Civil Code.


 


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


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


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


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


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


 


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


 


	Executed at :	Lakewood, CO	 	Executed at:	Acton, MA



	On:	3/12/14	 	On:	3/6/2014



 

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	By LESSOR:	 	 	By LESSEE:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	BRISTOL-CULVER ASSOCIATES, 	 	By:	PSYCHEMEDICS CORPORATION, a 
	 	LLC, a Delaware limited liability 	 	 	Delaware corporation
	 	corporation	 	 	 
	Name Printed:	See Attached	 	Name Printed:	Neil Lerner
	Title:	 	 	Title:	VP Finance
	By:	 	 	By:	/s/ Neil Lerner
	Name Printed:	 	 	Name Printed:	 
	Title:	 	 	Title:	 
	Address:	 	 	Address:	125 Nagog Park, #200
	 	 	 	 	Acton, MA 01720
	Telephone:	(     )	 	Telephone:	(978) 206-8220
	Facsimile:	(     )	 	Facsimile:	(      )
	Email:	 	 	Email:	neill@psychemedics.com
	Email:	 	 	Email:	 
	Federal ID No.	 	 	Federal ID No.	58-1701987


 


AND


MOUNTAIN ORGANIC FARMS SPE, LLC, a Colorado


limited liability company


 


	By:	/s/ Jerry Heidelk	 
	Name Printed:	Jerry Heidelk	 
	Title:	Mgr	 


 


	BROKER:	 	 	BROKER:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Attn:	 	 	Attn:	 
	Title:	 	 	Title:	 
	Address:	 	 	Address:	 
	 	 	 	 	 
	Telephone:	(     )	 	Telephone:	(     )
	Facsimile:	(     )	 	Facsimile:	(     )
	Email:	 	 	Email:	 
	Federal ID No.	 	 	Federal ID No.	 
	Broker/Agent DRE License #:	 	 	Broker/Agent DRE License #:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 


 NOTICE: These forms are often modified to meet changing
requirement of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial
Real Estate Association, 500 N Brand Blvd, Suit 900, Glendale, CA 91203.


Telephone No. (213) 687-8777.
Fax No.: (213) 687-8616. 


 


© Copyright 2001 - By AIR
Commercial Real Estate Association. All rights reserved.


 


No part of these works may be reproduced
in any form without permission in writing.


 


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BRISTOL-CULVER ASSOCIATES, LLC,


a Delaware limited liability company


 


By: Alliance Distressed Real Estate Fund, LLC,


a Delaware limited liability company


Its: Managing Member


 


By: AVF Management, LLC,


a Colorado limited liability company


Its: Managing Member


 


	By:	/s/ David E Ramsay	 
	Name:	David E Ramsay	 
	Title:	Member	 


 




    	 



    	 



    

 


ADDENDUM TO LEASE


 


THIS ADDENDUM TO LEASE (the "Addendum")
dated as of March 6, 2014 for reference purposes only is made part of that certain Standard Industrial/Commercial Single
Tenant Lease – Net of even date herewith (the "Lease") between BRISTOL-CULVER ASSOCIATES, LLC and MOUNTAIN ORGANIC
FARMS SPE, LLC, as tenants-in-common, LLC (collectively, "Lessor") and PSYCHEMEDICS CORPORATION ("Lessee")
concerning approximately 16,023 rentable square feet of space, located at 6100 Bristol Parkway, Culver City, California. All terms
with initial capital letters used herein as defined terms shall have the meanings ascribed to them in the Lease unless specifically
defined herein.


 


52.         Annual
Base Rent Increases. The Base Rent under the Lease shall increase to Thirty-Three Thousand Seven and 38/100 Dollars ($33,007.38)
on March 15, 2016.


 


53.         Parking.
Tenant shall have access to fifty-seven (57) unreserved parking spaces (of which two (2) spaces are handicap spaces) in the Project's
surface parking area, which Landlord provides for the use of tenants and occupants of the Project, and two (2) reserved parking
spaces adjacent to the Building as depicted on Exhibit B attached hereto and incorporated by this reference. The aforementioned
unreserved and reserved parking spaces shall be provided to Lessee at no cost during the Term and any extensions thereto.


 


54.         Access.
Lessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, subject to access procedures,
if any, required by Lessor, the Project rules and regulations promulgated by Lessor from time to time and other limitations set
forth in the Lease.


 


55.         Hazardous
Substances. Notwithstanding anything to the contrary set forth in Section 6.2(a) of the Lease, Lessee may install an above-ground
nitrogen storage tank in compliance with any and all Applicable Requirements and the terms and conditions set forth in Paragraph
57 below and use those ordinary and customary chemicals used in the normal course of the Agreed Use, identified on Exhibit C
attached hereto and incorporated herein by this reference in the amounts set forth on Exhibit C so long as such materials
are used and stored in compliance with any and all Applicable Requirements.


 


56.         Lessor
Work. As soon as practicable following the Commencement Date, Lessor, at Lessor's sole cost and expense, shall install
a T-bar ceiling grid, light fixtures, and HVAC diffusers and returns in room number 138 as depicted on Exhibit D attached
hereto and incorporated herein by this reference in accordance with building standard materials and methods (collectively, the
"Lessor Work"). Lessee understands that the performance of the Lessor Work may result in noise, vibration, dirt, dust
and other circumstances commonly attendant to construction. Lessee hereby waives any claim of injury or inconvenience to its business,
interference with Lessee's business, loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by
such entry or the performance of the improvements, nor shall the same relieve Lessee of any obligations under the Lease. No entry
of the Premises by Lessor shall be deemed a forcible or unlawful entry into the Premises or a detainer of the Premises, or an eviction,
actual or constructive, of Lessee from the Premises, or any part of the Premises, nor shall such entry entitle Lessee to damages
or an abatement of Rent or other charges that the Lease requires Lessee to pay. Lessee shall fully cooperate with Lessor and its
contractors and shall not in any way impede, inhibit or hinder the performance of such improvements.


 


57.         Lessee
Work. Notwithstanding anything to the contrary set forth in Section 7.3 of the Lease, Lessor hereby approves Lessee's
performance of certain improvements to the Premises set forth on Exhibit E attached hereto and incorporated by this reference
(collectively, the "Lessee Work") pursuant to the terms and conditions set forth in this Paragraph 57. The terms and
conditions set forth in Section 7.3 of the Lease shall pertain to the Lessee Work, except that Lessor shall waive the requirement
of a lien and completion bond. Prior to commencement of any of the Lessee Work, Lessee shall provide Lessor with plans and specifications
related to the Lessee Work for Lessor's reasonable approval. Without limiting the generality of Lessee's surrender
obligations set forth in the Lease, including, without limitation, Section 7.4(c) of the Lease, Lessee hereby acknowledges and
agrees that upon expiration or earlier termination of the Lease, Lessee shall be obligated to remove the nitrogen tank and restore
such area to the condition existing prior to the installation of the nitrogen tank, all to Landlord's reasonable satisfaction.
Furthermore, without limiting Lessee's obligations under Section 6.2 of the Lease, at any time during the Term of the Lease,
including upon expiration of the Lease, Lessor shall have the right, but not the obligation, to engage an environmental consultant,
at Lessee's sole cost and expense, to inspect the Premises and the area surrounding the Premises for any release of Hazardous
Substances directly or indirectly related to Lessee's use and occupancy of the Premises (including, without limitation, the
installation, use and removal of the nitrogen tank), and Lessee shall be completely and fully responsible for any and all costs
and expenses in connection with remediation of any release of Hazardous Substances related thereto.


 


		 	 	 	



 




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58.         Lender
Consent. The Lease is subject to Landlord mortgagee's approval of the terms and conditions set forth in the Lease and
this Addendum. If Landlord's mortgagee has not approved the Lease and this Addendum on or before March 31,2014, this Lease
shall terminate and be of no further force and effect, and Landlord shall promptly return the Security Deposit and any pre-paid
Rent to Tenant.


 


59.         Option
to Renew.


 


(a)          Renewal
Period. Tenant may, at its option, extend the Term for one (1) renewal period of two (2) years (the "Renewal Period")
by written notice to Lessor (the "Renewal Notice") given no less than eight (8) months and no more than nine (9) months
prior to the expiration of the Term, provided that at the time of such notice and at the commencement of the Renewal Period, (i)
Lessee remains in occupancy of the Premises, and (ii) no uncured event of default exists under the Lease. Except as provided in
this Paragraph, all terms and conditions of the Lease shall continue to apply during the Renewal Period.


 


(b)          Rental
Rate. The Base Rent during the Renewal Period shall be Thirty-Three Nine Hundred Ninety-Seven and 60/100 Dollars
($33,997.60) during the first year of the Renewal Period (commencing on March 1, 2017) and Thirty-Five Thousand Seventeen and
53/100 Dollars ($35,017.53) during the second year of the Renewal Period (commencing on March 1, 2018).


 


(c)          Acceptance.
Lessee shall, within fifteen (15) days after receipt, execute a lease amendment confirming the terms applicable during the Renewal
Period. If Lessee fails timely to execute and return the required lease amendment, then this Option to Extend shall automatically
expire and be of no further force or effect. In addition, this Option to Extend shall terminate upon assignment of this Lease or
subletting of all or any part of the Premises.


 


60.         Assignment
of Leases and Rents. Lessor's mortgagee has a mortgage on the Project, and pursuant to the terms and conditions of that
certain Deed of Trust, Assignment of Leases and Rents and Security Agreement (Including Fixture Filing) recorded against the Project
(the "DOT"), Lessee is hereby advised that upon the occurrence of an event of default under the DOT, the mortgagee
has certain rights, including, without limitation, the right to receive payment of rents upon notice to lessees. Lessee hereby
agrees to be bound by and comply with the assignment of leases and rents provisions in the DOT.


 


61.         Confidentiality.
It is agreed and understood that Lessee may acknowledge only the existence of this Lease by and between Lessor and Lessee, and
that Lessee may not disclose any of the terms and provisions contained in this Lease to any tenant or other occupant in the Project
or to any agent, employee, subtenant or assignee of such tenant or occupant or to any other third party (other than Lessee's
accountants and consultants and Lessee's existing and prospective investors and lenders or as otherwise required by law).
Lessee acknowledges that any breach by Lessee of the agreements set forth in this Paragraph shall cause Lessor irreparable harm.
The terms and provisions of this Paragraph shall survive the termination of this Lease (whether by lapse of time or otherwise).


 


62.         Binding
Effect. This Lease shall become effective only after the full execution and delivery hereof by Lessor and Lessee. Notwithstanding
the foregoing, to the extent the consent of any Lessor lender is required under the applicable mortgage in order for Lessor to
enter into this Lease, Lessor may terminate this Lease by written notice to Lessee if such consent is not obtained (in which event
this Lease shall be of no force or effect).


 


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