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DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                   STANDARD OFFICE LEASE                                          BY AND BETWEEN                                     BRE CA OFFICE OWNER LLC,                                   a Delaware limited liability company,                                            AS LANDLORD,                                                 AND                                           PHUNWARE, INC.,                                        a Delaware corporation,                                              AS TENANT                                                                                                    SUITE 150                                        16845 Von Karman Avenue                                                                                                                                                                                                               4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                         TABLE OF CONTENTS                                                                                      Page             ARTICLE 1   BASIC LEASE PROVISIONS ............................................................................. 1             ARTICLE 2   TERM/PREMISES/BENEFICIAL OCCUPANCY ............................................. 2                        (a)   Term .......................................................................................................... 2                        (b)   Premises .................................................................................................... 2                        (c)   Beneficial Occupancy ............................................................................... 2             ARTICLE 3   RENTAL ............................................................................................................... 2                        (a)   Basic Rental .............................................................................................. 2                        (b)   Increase in Direct Costs ............................................................................ 3                        (c)   Definitions................................................................................................. 3                        (d)   Determination of Payment ........................................................................ 4                        (e)   Audit Right................................................................................................ 5             ARTICLE 4   SECURITY DEPOSIT.......................................................................................... 5             ARTICLE 5   HOLDING OVER ................................................................................................ 6             ARTICLE 6   OTHER TAXES ................................................................................................... 7             ARTICLE 7   USE ....................................................................................................................... 7             ARTICLE 8   CONDITION OF PREMISES .............................................................................. 7             ARTICLE 9   REPAIRS AND ALTERATIONS ........................................................................ 8                        (a)   Landlord's Obligations .............................................................................. 8                        (b)   Tenant's Obligations ................................................................................. 8                        (c)   Alterations ................................................................................................. 8                        (d)   Insurance; Liens ........................................................................................ 9                        (e)   Costs and Fees; Removal .......................................................................... 9             ARTICLE 10  LIENS ................................................................................................................... 9             ARTICLE 11  PROJECT SERVICES .......................................................................................... 9                        (a)   Basic Services ........................................................................................... 9                        (b)   Excess Usage .......................................................................................... 10                        (c)   Additional Electrical Service .................................................................. 10                        (d)   HVAC Balance ....................................................................................... 10                        (e)   Telecommunications ............................................................................... 10                        (f)   After-Hours Use ...................................................................................... 11                        (g)   Reasonable Charges ................................................................................ 11                        (h)   Supplemental HVAC .............................................................................. 11                        (i)   Sole Electrical Representative ................................................................ 11             ARTICLE 12  RIGHTS OF LANDLORD ................................................................................. 11                        (a)   Right of Entry ......................................................................................... 11                        (b)   Maintenance Work .................................................................................. 11                        (c)   Rooftop ................................................................................................... 12             ARTICLE 13  INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY .............. 12                        (a)   Indemnity ................................................................................................ 12                        (b)   Exemption of Landlord from Liability ................................................... 12                        (c)   Security ................................................................................................... 12             ARTICLE 14  INSURANCE ...................................................................................................... 12                        (a)   Tenant's Insurance ................................................................................... 12                        (b)   Form of Policies ...................................................................................... 13                        (c)   Landlord's Insurance ............................................................................... 13                        (d)   Waiver of Subrogation ............................................................................ 13                        (e)   Compliance with Insurance Requirements ............................................. 14                                                                                                                                              (i)                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                      Page             ARTICLE 15  ASSIGNMENT AND SUBLETTING ............................................................... 14             ARTICLE 16  DAMAGE OR DESTRUCTION ........................................................................ 16             ARTICLE 17  SUBORDINATION ............................................................................................ 16             ARTICLE 18  EMINENT DOMAIN ......................................................................................... 17             ARTICLE 19  DEFAULT .......................................................................................................... 17             ARTICLE 20  REMEDIES......................................................................................................... 18             ARTICLE 21  TRANSFER OF LANDLORD'S INTEREST .................................................... 19             ARTICLE 22  BROKER ............................................................................................................ 19             ARTICLE 23  PARKING ........................................................................................................... 20             ARTICLE 24  WAIVER............................................................................................................. 20             ARTICLE 25  ESTOPPEL CERTIFICATE ............................................................................... 21             ARTICLE 26  LIABILITY OF LANDLORD ............................................................................ 21             ARTICLE 27  INABILITY TO PERFORM .............................................................................. 21             ARTICLE 28  HAZARDOUS WASTE ..................................................................................... 21             ARTICLE 29  SURRENDER OF PREMISES; REMOVAL OF PROPERTY ......................... 23             ARTICLE 30  MISCELLANEOUS ........................................................................................... 24                        (a)   SEVERABILITY; ENTIRE AGREEMENT .......................................... 24                        (b)   Attorneys' Fees; Waiver of Jury Trial ..................................................... 24                        (c)   Time of Essence ...................................................................................... 24                        (d)   Headings; Joint and Several .................................................................... 24                        (e)   Reserved Area ......................................................................................... 25                        (f)   NO OPTION ........................................................................................... 25                        (g)   Use of Project Name; Improvements ...................................................... 25                        (h)   Rules and Regulations............................................................................. 25                        (i)   Quiet Possession ..................................................................................... 25                        (j)   Rent ......................................................................................................... 25                        (k)   Successors and Assigns........................................................................... 25                        (l)   Notices .................................................................................................... 25                        (m)   Persistent Delinquencies ......................................................................... 26                        (n)   Right of Landlord to Perform ................................................................. 26                        (o)   Access, Changes in Project, Facilities, Name ......................................... 26                        (p)   Signing Authority.................................................................................... 26                        (q)   Identification of Tenant........................................................................... 27                        (r)   Substitute Premises ................................................................................. 28                        (s)   Survival of Obligations ........................................................................... 28                        (t)   Confidentiality ........................................................................................ 28                        (u)   Governing Law ....................................................................................... 28                        (v)   Office of Foreign Assets Control ............................................................ 28                        (w)   Financial Statements ............................................................................... 28                        (x)   Exhibits ................................................................................................... 28                        (y)   Independent Covenants ........................................................................... 28                        (z)   Counterparts ............................................................................................ 29                        (aa)  Non-Discrimination ................................................................................ 29                        (bb)  California Certified Access Specialist Inspection ................................... 29                        (cc)  Pet-Friendly Environment ....................................................................... 29             ARTICLE 31  OPTION TO EXTEND....................................................................................... 29                        (a)   Option Right............................................................................................ 29                                                                                                                                             (ii)                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                      Page                         (b)   Option Rent ............................................................................................. 30                        (c)   Exercise of Option .................................................................................. 30             ARTICLE 32  SIGNAGE/DIRECTORY ................................................................................... 30             ARTICLE 33  FURNITURE ...................................................................................................... 30                        LIST OF EXHIBITS                        EXHIBIT "A"    Premises            EXHIBIT "B"    Rules and Regulations            EXHIBIT "C"    Notice of Term Dates and Tenant's Proportionate Share            EXHIBIT "D"    Tenant Work Letter            EXHIBIT "E"    Furniture List                                                                                                                                                          (iii)                                                4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                INDEX                                                                                    Page(s)             Abated Rent Amount .................................................................................................................... 3            ADA .............................................................................................................................................. 4            Additional Rent ............................................................................................................................. 3            Alterations ..................................................................................................................................... 9            Approved Working Drawings ......................................................................................... Exhibit D            Architect .......................................................................................................................... Exhibit D            Base Year ...................................................................................................................................... 1            Basic Rental .................................................................................................................................. 1            Beneficial Occupancy Date........................................................................................................... 2            Beneficial Occupancy Period ........................................................................................................ 2            Brokers .......................................................................................................................................... 1            CASp Report ............................................................................................................................... 30            Claims ......................................................................................................................................... 13            Commencement Date .................................................................................................................... 1            Contractor ....................................................................................................................... Exhibit D            Development ................................................................................................................................. 1            Direct Costs ................................................................................................................................... 3            Dispute Notice .............................................................................................................................. 6            Estimate......................................................................................................................................... 6            Estimate Statement........................................................................................................................ 6            Estimated Excess .......................................................................................................................... 6            Event of Default .......................................................................................................................... 18            Excess ........................................................................................................................................... 5            Expiration Date ............................................................................................................................. 1            FF&E........................................................................................................................................... 31            Force Majeure ............................................................................................................................. 23            Hazardous Material ..................................................................................................................... 24            Improvements ................................................................................................................. Exhibit D            Initial Installment of Basic Rental ................................................................................................ 2            Interest Notice ............................................................................................................................. 31            Landlord ........................................................................................................................................ 1            Landlord Parties .......................................................................................................................... 13            Laws ............................................................................................................................................ 24            Lease ............................................................................................................................................. 1            LEED ............................................................................................................................................ 4            Market Rent ................................................................................................................................ 31            Moving Costs .............................................................................................................................. 31            Operating Costs ............................................................................................................................. 3            Option ......................................................................................................................................... 31            Option Rent ................................................................................................................................. 31            Option Rent Notice ..................................................................................................................... 31            Option Term ................................................................................................................................ 31            Original Tenant ........................................................................................................................... 31            Over-Allowance Amount ................................................................................................ Exhibit D            Parking Passes ............................................................................................................................... 2            Partnership Tenant ...................................................................................................................... 28            Permitted Use ................................................................................................................................ 1            Pet-Friendly Rules ...................................................................................................................... 30            Plans ................................................................................................................................ Exhibit D            Premises ........................................................................................................................................ 1            Project ........................................................................................................................................... 1            Real Property ................................................................................................................................ 3            Relocation Allowance ................................................................................................................. 31            Review Notice ............................................................................................................................... 6            Review Period ............................................................................................................................... 6            Rules and Regulations................................................................................................................. 26            Security Deposit ............................................................................................................................ 1            Square Footage.............................................................................................................................. 1            Statement....................................................................................................................................... 6                                                                                                                                             (iv)                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                    Page(s)             Substantial Completion ................................................................................................... Exhibit D            Supplemental Unit ...................................................................................................................... 12            Tax Costs ...................................................................................................................................... 3            Tenant ........................................................................................................................................... 1            Tenant Delays ................................................................................................................. Exhibit D            Tenant Improvements ................................................................................................................... 9            Tenant's Acceptance ................................................................................................................... 31            Tenant's Proportionate Share ........................................................................................................ 1            Term .............................................................................................................................................. 1            Transfer ....................................................................................................................................... 16            Transfer Premium ....................................................................................................................... 16            Transferee ................................................................................................................................... 16            Working Drawings .......................................................................................................... Exhibit D                                                                                                                                                                      (v)                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                   STANDARD OFFICE LEASE                   This Standard Office Lease ("Lease") is made and entered into as of _________________,7/16/2019             2019, by and between BRE CA OFFICE OWNER LLC, a Delaware limited liability company            ("Landlord"), and PHUNWARE, INC., a Delaware corporation ("Tenant").                   Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises            described as Suite No. 150, as designated on the plan attached hereto and incorporated herein as            Exhibit "A" ("Premises"), of the project ("Project") whose address is 16845 Von Karman Avenue,            Irvine, California.  The Project is part of a multi-building development known as Von Karman            Creative Campus (the "Development").  This Lease shall be for the Term and upon the terms and            conditions hereinafter set forth, and Landlord and Tenant hereby agree as follows:                                              ARTICLE 1                                     BASIC LEASE PROVISIONS             A.   Term:                          Sixty-five (65) months.                  Commencement Date:             November 1, 2019.                  Expiration Date:               March 31, 2025.             B.   Square Footage:                8,687 rentable square feet.             C.   Basic Rental:                                                                                            Approximate Annual                                          Annual          Monthly            Basic Rental                     Months            Basic Rental     Basic Rental*  Per Rentable Square Foot                      1-12             $354,429.60       $29,535.80            $40.80                     13-24             $365,062.49       $30,421.87            $42.02                     25-36             $376,014.36       $31,334.53            $43.28                     37-48             $387,294.79       $32,274.57            $44.58                     49-60             $398,913.64       $33,242.80            $45.92                     61-65                 N/A           $34,240.09            $47.30                              *Subject to abatement as provided in Section 3(a) below             D.   Base Year:                     2019             E.   Tenant's Proportionate Share:  20.5206%             F.   Security Deposit:              $118,143.20.   The  security  deposit  shall  be  paid  by                                                Tenant  in  three  (3)  installments.   The  first (1st)                                                installment of $39,381.07 shall be due and payable by                                                Tenant  to  Landlord  upon  Tenant's  execution  of  this                                                Lease.  The second (2nd) installment of $39,381.07 shall                                                be due and payable by Tenant to Landlord on or before                                                August 1, 2019.   The  third  (3rd)  installment of                                                $39,381.06 shall be due  and  payable  by  Tenant  to                                                Landlord on or before September 1, 2019.  In no event                                                shall Tenant be entitled to possession of the Premises                                                until  Tenant  has  paid  the  entire  security  deposit  to                                                Landlord; provided in no event shall Tenant's failure to                                                timely pay  the  entire security  deposit  delay  the                                                Commencement Date.             G.   Permitted Use:                 General office use consistent with the character of the                                                Project  as  a first-class office project. However, at  no                                                time during the Term of this Lease shall (i) Tenant’s                                                                                                                                                                                                  4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                             primary business be the operation of an executive suites                                                service, or (ii) Tenant sell on a retail basis to the general                                                public  (a)  coffee  or  coffee  drinks,  specialty  coffee                                                drinks, specialty tea drinks or specialty boba drinks, or                                                (b) any breakfast items.             H.   Brokers:                       CBRE, Inc., representing the Landlord and Newmark                                                Knight Frank, representing the Tenant.             I.   Parking Passes:                Tenant shall be entitled to use fifty (50) parking passes,                                                upon the terms and conditions and at the rate provided                                                in Article 23 hereof.             J.   Initial Installment of Basic   The first full month's Basic Rental of $29,535.80 shall                 Rental:                        be  due  and  payable  by  Tenant  to  Landlord  upon                                                Tenant's execution of this Lease.                                              ARTICLE 2                             TERM/PREMISES/BENEFICIAL OCCUPANCY                   (a)   Term.  The Term of this Lease shall commence on the Commencement Date as set            forth in Article 1.A. of the Basic Lease Provisions and shall end on the Expiration Date set forth            in  Article 1.A.  of  the  Basic  Lease  Provisions.  If  Landlord  does  not  deliver  possession  of  the            Premises  to  Tenant  on  or  before  the anticipated Beneficial  Occupancy Date  (as  set  forth  in            Section 2(c) below), Landlord shall not be subject to any liability for its failure to do so, and such            failure shall not affect the validity of this Lease nor the obligations of Tenant hereunder.  Landlord            may deliver to Tenant a Commencement Letter in a form substantially similar to that attached            hereto as Exhibit "C", which Tenant shall execute and return to Landlord within five (5) days of            receipt thereof.  Failure of Tenant to timely execute and deliver the Commencement Letter shall            constitute acknowledgment by Tenant that the statements included in such notice are true and            correct, without exception.                   (b)   Premises.   Landlord  and  Tenant  hereby  stipulate  that  the  Premises  contains  the            number  of  square  feet  specified  in  Article 1.B.  of  the  Basic  Lease  Provisions,  except  that  the            rentable and usable square feet of the Premises and the Project are subject to verification from time            to time by Landlord's architect/space planner.  In the event that Landlord's architect/space planner            determines  that  the  amounts  thereof  shall  be  different  from  those  set  forth  in  this  Lease,  all            amounts, percentages and figures appearing or referred to in this Lease based upon such incorrect            amount (including, without limitation, the amount of the Basic Rental and Tenant's Proportionate            Share) shall be modified in accordance with such determination.  If such determination is made, it            will be confirmed in writing by Landlord to Tenant.                     (c)   Beneficial Occupancy.  Notwithstanding anything to the contrary contained herein,            Tenant shall have the right to commence business from the Premises during the period, if any (the            "Beneficial Occupancy Period") from the date of Substantial Completion of the Improvements            in the Premises (the "Beneficial Occupancy Date") until the Commencement Date, provided that            all of the terms and conditions of this Lease shall apply, including Tenant's obligations to obtain            and maintain insurance pursuant to Article 14 below, during the Beneficial Occupancy Period,            except that Tenant's obligation to pay monthly Basic Rental and any Direct Costs shall not apply            during the Beneficial Occupancy Period.  The Beneficial Occupancy Date is anticipated to be on            or about the date which is six (6) weeks after the date of full execution and delivery of this Lease.                                              ARTICLE 3                                              RENTAL                   (a)   Basic  Rental.   Tenant  agrees  to  pay  to  Landlord  during  the  Term  hereof,  at            Landlord's office or to such other person or at such other place as directed from time to time by            written notice to Tenant from Landlord, the monthly and annual sums as set forth in Article 1.C.            of the Basic Lease Provisions, payable in advance on the first (1st) day of each calendar month,            without  demand,  setoff or  deduction,  and  in  the  event  this  Lease  commences  or  the  date  of            expiration of this Lease occurs other than on the first (1st) day or last day of a calendar month, the            rent for such month shall be prorated.  Notwithstanding anything to the contrary contained herein            and provided that Tenant faithfully performs all of the terms and conditions of this Lease, Landlord                                                                                                                                              -2-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         hereby  agrees  to  abate  Tenant's  obligation  to  pay  monthly  Basic  Rental  for  the  second  (2nd),            thirteenth (13th), twenty-fifth (25th), thirty-seventh (37th) and forty-ninth (49th) full calendar months            of the initial Lease Term.  During such abatement period, Tenant shall still be responsible for the            payment of all of its other monetary obligations under this Lease.  In the event of a default by            Tenant under the terms of this Lease that results in early termination pursuant to the provisions of            Section 20(a) of this Lease, then as a part of the recovery set forth in Article 20 of this Lease,            Landlord  shall  be  entitled  to  recover  the  monthly  Basic  Rental  that  were  abated  under  the            provisions of this Section 3(a).  The amount of Basic Rental Costs to be abated pursuant to this            Section 3(a)  above  may  be  referred  herein  as  "Abated  Rent  Amount."  Notwithstanding  the            foregoing or anything to the contrary contained herein, upon written notice to Tenant, Landlord            shall have the option to purchase all or any portion of Tenant's Abated Rent Amount by paying the            then present value of such amount to Tenant (calculated with an 8% annual discount rate), in which            case  the  amount  so  paid  to  Tenant  shall  nullify  the  applicable  future  amount  of  abatement  of            Tenant's Basic Rental as to the period so designated by Landlord in Landlord's written notice to            Tenant.  In addition, notwithstanding the foregoing, the first full month's Basic Rental shall be paid            to  Landlord  in  accordance  with  Article 1.J.  of  the  Basic  Lease  Provisions  and,  if  the            Commencement  Date  is  not  the  first  day  of  a  month,  Basic  Rental  for  the  partial  month            commencing as of the Commencement Date shall be prorated based upon the actual number of            days in such month and shall be due and payable upon the Commencement Date.                   (b)   Increase in Direct Costs.  The term "Base Year" means the calendar year set forth            in Article 1.D. of the Basic Lease Provisions.  If, in any calendar year during the Term of this            Lease, the "Direct Costs" (as hereinafter defined) paid or incurred by Landlord shall be higher than            the Direct Costs for the Base Year, Tenant shall pay an additional sum for each such subsequent            calendar year equal to the product of the percentage set forth in Article 1.E. of the Basic Lease            Provisions multiplied by such increased amount of "Direct Costs."  In the event either the Premises            and/or the Project is expanded or reduced, then Tenant's Proportionate Share shall be appropriately            adjusted, and as to the calendar year in which such change occurs, Tenant's Proportionate Share            for such calendar year shall be determined on the basis of the number of days during that particular            calendar year that such Tenant's Proportionate Share was in effect.  In the event this Lease shall            terminate  on  any  date  other  than  the  last  day  of  a  calendar  year,  the  additional  sum  payable            hereunder by Tenant during the calendar year in which this Lease terminates shall be prorated on            the  basis  of  the  relationship  which  the  number  of  days  which  have  elapsed  from  the            commencement of said calendar year to and including said date on which this Lease terminates            bears to three hundred sixty five (365).  Any and all amounts due and payable by Tenant pursuant            to this Lease (other than Basic Rental) shall be deemed "Additional Rent" and Landlord shall be            entitled to exercise the same rights and remedies upon default in these payments as Landlord is            entitled  to  exercise  with  respect  to  defaults  in  monthly  Basic  Rental  payments.   Any  and  all            amounts  due  and  payable  by  Tenant  to  Landlord  shall  be  in  the  form  of  (i) business  checks,            (ii) wire  transfers,  (iii) electronic  funds  transfers,  and  (iv) automated  clearing  house  payments.             Any other forms of payment are not acceptable to Landlord including, without limitation (1) cash            or currency, (2) cashier's checks and money orders, (3) traveler's checks, (4) payments from credit            unions  or  other  non-bank  financial  institutions,  (5) multiple  payments  for  one  (1)  scheduled            payment, and (6) third party checks.                   (c)   Definitions.  As used herein the term "Direct Costs" shall mean the sum of the            following:                         (i)   "Tax Costs", which shall mean any and all real estate taxes and other similar            charges on real property or improvements, assessments, water and sewer charges, and all other            charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking            or other facilities thereof, or the real property thereunder (collectively the "Real Property") or            attributable thereto or on the rents, issues, profits or income received or derived therefrom which            are  assessed,  reassessed  or  levied  by  the  United  States,  the  State  of  California  or  any  local            government authority or agency or any political subdivision thereof, and shall include Landlord's            reasonable  legal  fees,  costs  and  disbursements  incurred  in  connection  with  proceedings  for            reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this            Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement            to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or            levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net            income,  capital  or  franchise  levy  or  otherwise  on  the  rents,  issues,  profits  or  income  derived            therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal,            state or federal levy), imposition or charge measured by or based in whole or in part upon the Real                                                                                                                                              -3-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         Property and imposed upon Landlord, then except to the extent such items are payable by Tenant            under  Article 6  below,  such  taxes,  assessments,  reassessments  or  levies  or  the  part  thereof  so            measured or based, shall be deemed to be included in the term "Direct Costs."                           (ii)  "Operating Costs", which shall mean all costs and expenses incurred by            Landlord in connection with the maintenance, operation, replacement, ownership and repair of the            Project, the equipment, the intrabuilding cabling and wiring, adjacent walks, malls and landscaped            and common areas and the parking structure, areas and facilities of the Project.  Operating Costs            shall include but not be limited to, salaries, wages, fringe benefits, and employment taxes for all            persons who perform duties connected with the operation, maintenance and repair of the Project,            its equipment, the intrabuilding cabling and wiring and the adjacent walks and landscaped areas,            including janitorial, gardening, security, parking, operating engineer, elevator, painting, plumbing,            electrical, carpentry, heating, ventilation, air conditioning and window washing; hired services; a            reasonable allowance for depreciation of the cost of acquiring or the rental expense of personal            property used in the maintenance, operation and repair of the Project; accountant's fees incurred in            the preparation of rent adjustment statements; legal fees; real estate tax consulting fees; personal            property  taxes  on  property  used  in  the  maintenance  and  operation  of  the  Project;  fees,  costs,            expenses or dues payable pursuant to the terms of any covenants, conditions or restrictions or            owners' association pertaining to the Project; capital expenditures incurred to effect economies of            operation  of,  or  stability  of  services  to,  the  Project  and  capital  expenditures  required  by            government  regulations,  laws,  or  ordinances  including,  but  not  limited  to  the  Americans  with            Disabilities Act; provided, however, that capital expenditures included in Operating Costs shall be            amortized (with interest at ten percent (10%) per annum) over its useful life; costs incurred (capital            or otherwise) on a regular recurring basis every three (3) or more years for certain maintenance            projects (e.g., parking lot slurry coat or replacement of lobby and elevator cab carpeting); costs            incurred (capital or otherwise) in order for the Project, or any portion thereof, to apply for, obtain            or maintain a certification pursuant to the United States Green Building Council's Leadership in            Energy  and  Environmental  Design  ("LEED")  rating  system,  or  other  applicable  certification            agency,  in  connection  with  Landlord's  sustainability  practices  for  the  Project  and  all  costs  of            maintaining,  managing,  reporting  and  commissioning  the  Project  or  any  part  thereof  that  was            designed  and/or  built  to  be  sustainable  and  conform  with  the  LEED  rating  system  (or  other            applicable certification standard); the cost of all charges for electricity, gas, water and other utilities            furnished to the Project (including, without limitation, costs incurred in connection with Landlord's            supplying of "green" or other renewable energy), and any taxes thereon; the cost of all charges for            fire and extended coverage, liability and all other insurance in connection with the Project carried            by Landlord; the cost of all building and cleaning supplies and materials; the cost of all charges            for cleaning, maintenance and service contracts and other services with independent contractors            and administration fees; a property management fee (which fee may be imputed if Landlord has            internalized  management  or  otherwise  acts  as  its  own  property  manager  but  shall  in  no  event            exceed three percent (3%) of the Project's gross revenue per annum, disregarding rent abatement)            and license, permit and inspection fees relating to the Project and costs of providing to tenants of            the Project and their employees (A) first-class concierge services (if any), including assistance            with  reservations,  ticket  procurement,  errand  running,  procurement  of  personal  services,  and            corporate event management, and (B) a bicycle sharing program (if any) (provided, however, that            nothing  contained  herein  shall  be  deemed  to  require  Landlord  to  provide  any  such  concierge            services or bicycle sharing program).  In the event, during any calendar year, the Project is less            than ninety-five percent (95%) occupied at all times, Operating Costs shall be adjusted to reflect            the Operating Costs of the Project as though ninety-five percent (95%) were occupied at all times,            and the increase or decrease in the sums owed hereunder shall be based upon such Operating Costs            as so adjusted.                     Notwithstanding anything above to the contrary, Operating Costs shall not include (1) the            cost of providing any service directly to and paid directly by any tenant (outside of such tenant's            Direct Cost payments) such as where a Tenant directly contracts for electric power or other utilities            with the local public services company, provided that in each such case, Landlord shall have the            right to "gross up" such item as if such space was vacant; (2) the cost of any items for which            Landlord  is  reimbursed  by  insurance  proceeds,  condemnation  awards,  a  tenant  of  the  Project            (outside of such tenant's Direct Cost payments), or otherwise to the extent so reimbursed; (3) any            real estate brokerage commissions or other costs incurred in procuring tenants, or any fee in lieu            of commission; (4) amortization of principal and interest on mortgages or ground lease payments            (if any); (5) costs of items considered capital repairs, replacements, improvements and equipment            under generally accepted accounting principles consistently applied except as expressly included                                                                                                                                              -4-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         in Operating Costs pursuant to the definition above; (6) costs incurred by  Landlord due to the            violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project            or any law, code, regulation, ordinance or the like; (7) any compensation paid to clerks, attendants            or other persons in commercial concessions operated by Landlord (other than in the parking facility            for  the  Project);  (8) costs  incurred  in  connection  with  upgrading  the  Project  to  comply  with            disability, life, seismic, fire and safety codes, ordinances, statutes, or other laws in effect prior to            the Commencement Date, including, without limitation, the then applicable requirements of the            Americans with Disabilities Act ("ADA"), including penalties or damages incurred due to such            non-compliance; (9) bad debt expenses and interest, principal, points and fees on debts (except in            connection with the financing of items which may be included in Operating Costs); (10) marketing            costs,  including  those  costs  described  in (3)  above,  attorneys'  fees  in  connection  with  the            negotiation  and  preparation  of  letters,  deal  memos,  letters  of  intent,  leases,  subleases  and/or            assignments, space planning costs, and other costs and expenses incurred in connection with lease,            sublease and/or assignment negotiations and transactions with present or prospective tenants or            other occupants of the Project, including attorneys' fees and other costs and expenditures incurred            in connection with disputes with present or prospective tenants or other occupants of the Project;            (11) costs, including permit, license and inspection costs, incurred with respect to the installation            of other tenants' or occupants' improvements made for tenants or other occupants in the Project or            incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space            for tenants or other occupants in the Project; (12) any costs expressly excluded from Operating            Costs elsewhere in this Lease; (13) costs of any items (including, but not limited to, costs incurred            by Landlord for the repair of damage to the Project) to the extent Landlord receives reimbursement            from  insurance  proceeds  or  from  a  third  party  (except  that  any  deductible  amount  under  any            insurance policy shall be included within Operating Costs); (14) rentals and other related expenses            for leasing an HVAC system, elevators, or other items (except when needed in connection with            normal  repairs  and  maintenance  of  the  Project)  which  if  purchased,  rather  than  rented,  would            constitute  a  capital  improvement  not  included  in  Operating  Costs  pursuant  to  this  Lease;            (15) depreciation, amortization and interest payments, except as specifically included in Operating            Costs pursuant to the terms of this Lease and except on materials, tools, supplies and vendor-type            equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise            contract for with a third party, where such depreciation, amortization and interest payments would            otherwise have been included in the charge for such third party's services, all as determined in            accordance  with  generally  accepted  accounting  principles,  consistently  applied,  and  when            depreciation  or  amortization  is  permitted  or  required,  the  item  shall  be  amortized over  its            reasonably  anticipated  useful  life;  (16) expenses  in  connection  with  services  or  other  benefits            which are not offered to Tenant or for which Tenant is charged for directly but which are provided            to another tenant or occupant of the Project, without charge; (17) costs incurred in connection with            the operation of retail stores selling merchandise and restaurants in the Project to the extent such            costs are in excess of the costs Landlord reasonably estimates would have been incurred had such            space been used for general office use; (18) costs (including in connection therewith all attorneys'            fees  and  costs  of  settlement,  judgments  and/or  payments  in  lieu  thereof)  arising  from  claims,            disputes or potential disputes in connection with potential or actual claims litigation or arbitrations            pertaining  to  Landlord  and/or  the  Project,  other  than  such  claims  or  disputes  respecting  any            services or equipment used in the operation of the Project by Landlord; (19) costs associated with            the  operation  of  the  business of  the  partnership  which  constitutes  Landlord  as  the  same  are            distinguished from the costs of operation of the Project; (20) costs incurred in connection with the            original construction of the Project; (21) costs of correcting defects in or inadequacy of the initial            design or construction of the Project; and (22) costs incurred to (i) comply with laws relating to            the removal of any "Hazardous Material," as that term is defined in Article 28 of this Lease, which            was in existence on the Project prior to the Commencement Date, and was of such a nature that a            federal, state or municipal governmental authority, if it had then had knowledge of the presence of            such Hazardous Material, in the state, and under the conditions that it then existed on the Project,            would have  then  required  the  removal  of  such  Hazardous  Material  or  other  remedial  or            containment action with respect thereto, and (ii) remove, remedy, contain, or treat any Hazardous            Material, which Hazardous Material is brought onto the Project after the date hereof by Landlord            or any other tenant of the Project and is of such a nature, at that time, that a federal, state or            municipal governmental authority, if it had then had knowledge of the presence of such Hazardous            Material, in the state, and under the conditions, that it then exists on the Project, would have then            required the removal of such Hazardous Material or other remedial or containment action with            respect thereto.                                                                                                                                              -5-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                               (d)   Determination of Payment.                         (i)   If for any calendar year ending or commencing within the Term, Tenant's            Proportionate Share of Direct Costs for such calendar year exceeds Tenant's Proportionate Share            of Direct Costs for the Base Year, then Tenant shall pay to Landlord, in the manner set forth in            Sections 3(d)(ii)  and  (iii),  below,  and  as  Additional  Rent,  an  amount  equal  to  the  excess  (the            "Excess").   Notwithstanding  the  foregoing,  Tenant  shall  not  be  obligated  to  pay  Tenant's            Proportionate Share of Direct Costs during the first twelve (12) full calendar months of the initial            Term.                         (ii)  Landlord  shall  give  Tenant  a  yearly  expense  estimate  statement  (the            "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of            what the total amount of Direct Costs for the then-current calendar year shall be and the estimated            Excess  (the  "Estimated  Excess")  as  calculated  by  comparing  Tenant's  Proportionate  Share  of            Direct  Costs  for  such  calendar  year,  which  shall  be  based  upon  the  Estimate,  to  Tenant's            Proportionate Share of Direct Costs for the Base Year.  If pursuant to the Estimate Statement an            Estimated Excess is calculated for the then-current calendar year, Tenant shall pay, with its next            installment of Monthly Basic Rental due, a fraction of the Estimated Excess for the then-current            calendar year (reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(ii)).             Such fraction shall have as its numerator the number of months which have elapsed in such current            calendar year to the month of such payment, both months inclusive, and shall have twelve (12) as            its denominator.  Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the            Monthly Basic Rental installments, an amount equal to one-twelfth (1/12th) of the total Estimated            Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.                          (iii) In addition, Landlord shall give to Tenant as soon as reasonably practicable            following the end of each calendar year, a statement (the "Statement") which shall state the Direct            Costs incurred or accrued for such preceding calendar year, and which shall indicate the amount,            if any, of the Excess.  Upon receipt of the Statement for each calendar year during the Term, if            amounts paid by Tenant as Estimated Excess are less than the actual Excess as specified on the            Statement, Tenant shall pay, with its next installment of monthly Basic Rental due, the full amount            of the Excess for such calendar year, less the amounts, if any, paid during such calendar year as            Estimated Excess.  If, however, the Statement indicates that amounts paid by Tenant as Estimated            Excess are greater than the actual Excess as specified on the Statement, such overpayment shall            be credited against Tenant's next installments of Estimated Excess.  The failure of Landlord to            timely furnish the Statement for any calendar year shall not prejudice Landlord from enforcing its            rights under this Article 3, once such Statement has been delivered.  Even though the Term has            expired and Tenant has vacated the Premises, when the final determination is made of Tenant's            Proportionate Share of the Direct Costs for the calendar year in which this Lease terminates, if an            Excess is present, Tenant shall immediately pay to Landlord an amount as calculated pursuant to            the  provisions  of  this  Section 3(d).   The  provisions  of  this  Section 3(d)(iii)  shall  survive  the            expiration or earlier termination of the Term.                         (iv)  Because the Project is a part of a multi-building Development, those Direct            Costs attributable to such Development as a whole (and not attributable solely to any individual            building therein) shall be allocated by Landlord to the Project and to the other buildings within            such Development on an equitable basis.                   (e)   Audit Right.  Within one hundred twenty (120) days after receipt of a Statement by            Tenant  ("Review  Period"),  if  Tenant  disputes  the  amount  set  forth  in  the  Statement,  Tenant's            employees  or  an  independent  certified  public  accountant  (which  accountant  is  a  member  of a            nationally or regionally recognized accounting firm and is not retained on a contingency fee basis),            designated  by  Tenant,  may,  after  reasonable  notice  to  Landlord  ("Review  Notice")  and  at            reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then            in default after expiration of all applicable cure periods and provided further that Tenant and such            accountant or representative shall, and each of them shall use their commercially reasonable efforts            to cause their respective agents and employees to, maintain all information contained in Landlord's            records in strict confidence.  Notwithstanding the foregoing, Tenant shall only have the right to            review  Landlord's  records  one  (1)  time  during  any  twelve  (12)  month  period.   If  after  such            inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing            ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount            shall be made in accordance with Landlord's standard accounting practices, at Tenant's expense,            by an independent certified public accountant selected by Landlord and who is a member of a                                                                                                                                              -6-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         nationally or regionally recognized accounting firm.  Tenant's failure to deliver the Review Notice            within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review            Period shall be deemed to constitute Tenant's approval of such Statement and Tenant, thereafter,            waives the right or ability to dispute the amounts set forth in such Statement.  If Tenant timely            delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with            Tenant and the accountant to show Tenant and the accountant the information upon which the            certification is to be based.  However, if such certification by the accountant proves that the Direct            Costs set forth in the Statement were overstated by more than five  percent (5 %), then the cost of            the accountant and the cost of such certification shall be paid for by Landlord.  Promptly following            the  parties  receipt  of  such  certification,  the  parties  shall  make  such  appropriate  payments  or            reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such            certification.  Tenant agrees that this section shall be the sole method to be used by Tenant to            dispute the amount of any Direct Costs payable by Tenant pursuant to the terms of this Lease, and            Tenant hereby waives any other rights at law or in equity relating thereto.                                              ARTICLE 4                                         SECURITY DEPOSIT                   Tenant is obligated to deposit with Landlord the sum set forth in Article 1.F. of the Basic            Lease Provisions as security for the full and faithful performance of every provision of this Lease            to be performed by Tenant.  If Tenant breaches any provision of this Lease, including but not            limited to the payment of rent, Landlord may use all or any part of this security deposit for the            payment of any rent or any other sums in default, or to compensate Landlord for any other loss or            damage which Landlord may suffer by reason of Tenant's default.  If any portion of said deposit            is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit funds            with Landlord in a form acceptable under Section 3(b) above and in an amount sufficient to restore            the security deposit to its full amount.  Notwithstanding anything to the contrary contained in this            Article 4, (a) in the event that Tenant, at the expiration of the twenty-fourth (24th)  full calendar            month  of  the  initial  Lease  Term,  is  not  in  default  of  any  of  its  obligations  under  this  Lease,            Landlord shall reduce the amount of the Security Deposit by $31,334.53, and Landlord shall apply            such  amount  against  Tenant's  monthly  Basic  Rental  obligation  for  the twenty-fifth  (25th)   full            calendar month of the initial Lease Term, and (b) in the event that Tenant, at the expiration of the            thirty-sixth (36th)  full calendar month of the initial Lease Term, is not in default of any of its            obligations  under  this  Lease,  Landlord  shall  reduce  the  amount  of  the  Security  Deposit  by            $32,274.57  and  Landlord  shall  apply  such  amount  against  Tenant's  monthly  Basic  Rental            obligation for the thirty-seventh (37th) full calendar month of the initial Lease Term.  Tenant agrees            that Landlord shall not be required to keep the security deposit in trust, segregate it or keep it            separate from Landlord's general funds, but Landlord may commingle the security deposit with its            general funds and Tenant shall not be entitled to interest on such deposit.  At the expiration of the            Term, and provided there exists no default by Tenant hereunder, the security deposit or any balance            thereof shall be returned to Tenant (or, at Landlord's option, to Tenant's "Transferee", as such term            is defined in Article 15 below), provided that subsequent to the expiration of this Lease, Landlord            may retain from said security deposit (i) an amount reasonably estimated by Landlord to cover            potential Direct Cost reconciliation payments due with respect to the calendar year in which this            Lease terminates or expires (such amount so retained shall not, in any event, exceed ten percent            (10%) of estimated Direct Cost payments due from Tenant for such calendar year through the date            of expiration or earlier termination of this Lease and any amounts so retained and not applied to            such reconciliation shall be returned to Tenant within thirty (30) days after Landlord's delivery of            the Statement for such calendar year), (ii) any and all amounts reasonably estimated by Landlord            to cover the anticipated costs to be incurred by Landlord to remove any signage provided to Tenant            under this  Lease, to  remove cabling and other items  required to  be removed by  Tenant  under            Section 29(b) below and to repair any damage caused by such removal (in which case any excess            amount so retained by  Landlord shall be returned to Tenant within thirty (30) days  after such            removal and repair), and (iii) any and all amounts permitted by law or this Article 4.  Tenant hereby            waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of            law, now or hereafter in effect, which provide that Landlord may claim from a security deposit            only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage            caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim            those sums specified in this Article 4 above, and all of Landlord's damages under this Lease and            California law including, but not limited to, any damages accruing upon termination of this Lease            under  Section 1951.2  of  the  California  Civil  Code  and/or  those  sums  reasonably  necessary  to                                                                                                                                              -7-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the            acts or omissions of Tenant or any officer, employee, agent, contractor or invitee of Tenant.                                              ARTICLE 5                                           HOLDING OVER                   Should  Tenant  (or  any  subtenant,  assignee  or  other  party  occupying  the  Premises  by,            through, under, or with the permission of Tenant), without Landlord's written consent, hold over            after  termination  of  this  Lease,  Tenant  shall,  at  Landlord's  option,  become  either  a  tenant  at            sufferance or a month-to-month tenant upon each and all of the terms herein provided as may be            applicable to such a tenancy and any such holding over shall not constitute an extension of this            Lease.  During such holding over, Tenant shall pay in advance, monthly, Basic Rental at a rate            equal to one hundred and fifty percent (150%) of the rate in effect for the last month of the Term            of this Lease , in addition to, and not in lieu of, all other payments required to be made by Tenant            hereunder including but not limited to Tenant's Proportionate Share of any increase in Direct Costs.             Nothing contained in this Article 5 shall be construed as consent by Landlord to any holding over            of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender            possession of the Premises to Landlord as provided in this Lease upon the expiration or earlier            termination of  the  Term.   If  Tenant  fails  to  surrender  the  Premises  upon  the  expiration  or            termination of this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from            and against all costs, loss, expense or liability, including without limitation, claims made by any            succeeding tenant and real estate brokers claims and attorney's fees and costs.                                              ARTICLE 6                                           OTHER TAXES                   Tenant  shall  pay,  prior  to  delinquency,  all  taxes  assessed  against  or  levied  upon  trade            fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises.             In  the  event  any  or  all  of  Tenant's  trade  fixtures,  furnishings,  equipment  and  other  personal            property shall be assessed and taxed with property of  Landlord, or if the cost or value of any            leasehold improvements in the Premises exceeds the cost or value of a Project-standard buildout            as determined by Landlord and, as a result, real property taxes for the Project are increased, Tenant            shall  pay  to  Landlord,  within  ten  (10)  days  after  delivery  to  Tenant  by  Landlord  of  a  written            statement setting forth such amount, the amount of such taxes applicable to Tenant's property or            above-standard improvements.  Tenant shall assume and pay to Landlord at the time Basic Rental            next becomes due (or if assessed after the expiration of the Term, then within ten (10) days), any            excise, sales, use, rent, occupancy, garage, parking, gross receipts or other taxes (other than net            income taxes) which may be assessed against or levied upon Landlord on account of the letting of            the Premises or the payment of Basic Rental or any other sums due or payable hereunder, and            which Landlord may be required to pay or collect under any law now in effect or hereafter enacted.             In addition to Tenant's obligation pursuant to the immediately preceding sentence, Tenant shall            pay directly to the party or entity entitled thereto all business license fees, gross receipts taxes and            similar taxes and impositions which may from time to time be assessed against or levied upon            Tenant, as and when the same become due and before delinquency.  Notwithstanding anything to            the  contrary  contained  herein,  any  sums  payable  by  Tenant  under  this  Article  6  shall  not  be            included in the computation of "Tax Costs."                                              ARTICLE 7                                                 USE                   Tenant shall use and occupy the Premises only for the use set forth in Article 1.G. of the            Basic Lease Provisions and shall not use or occupy the Premises or permit the same to be used or            occupied for any other purpose without the prior written consent of Landlord, which consent may            be given or withheld in Landlord's sole and absolute discretion, and Tenant agrees that it will use            the Premises in such a manner so as not to interfere with or infringe upon the rights of other tenants            or occupants in the Project.  Tenant shall, at its sole cost and expense, promptly comply with all            laws, statutes, ordinances, governmental regulations or requirements now in force or which may            hereafter be in force relating to or affecting (i) the condition, use or occupancy of the Premises or            the Project (excluding structural changes to the Project not related to Tenant's particular use of the            Premises), and (ii) improvements installed or constructed in the Premises by or for the benefit of            Tenant.  Tenant hereby agrees and acknowledges that the manufacture, cultivation, sale, use, trade            or possession  of any drugs  or other substance in violation of the laws  of the United States  of            America in the Premises shall be a material breach of this Lease (without any applicable notice                                                                                                                                              -8-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         and cure period) notwithstanding that any laws of the State of California permit the manufacture,            cultivation, sale, use, trade or possession of such drugs or other substances for recreational or            medicinal  purposes,  including  without  limitation,  cannabis,  cannabinoids  or  any  derivations            thereof.  Tenant shall not permit more than six  and one half (6.5) people per one thousand (1,000)            rentable square feet of the Premises to occupy the Premises at any time.  Tenant shall not do or            permit to be done anything which would invalidate or increase the cost of any insurance policy            covering the Project and/or the property located therein and Tenant shall comply with all rules,            orders, regulations and requirements of any organization which sets out standards, requirements            or recommendations commonly referred to by major fire insurance underwriters, and Tenant shall            promptly  upon  demand  reimburse  Landlord  for  any  additional  premium  charges  for  any  such            insurance policy assessed or increased by reason of Tenant's failure to comply with the provisions            of this Article 7.  Tenant shall comply with Landlord's reasonable sustainability practices and shall            not permit any use of the Premises which may affect the continued certification of the Project            issued pursuant to the LEED rating system (or other applicable certification standard).                                              ARTICLE 8                                      CONDITION OF PREMISES                   Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as            Exhibit "D" and made a part hereof the Premises shall be taken "as is", "with all faults", "without            any representations or warranties", and Tenant hereby agrees and warrants that it has investigated            and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and            Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that            its obligations hereunder should be reduced or limited because of the condition of the Premises or            the Project or the suitability of same for Tenant's purposes.  Tenant acknowledges that neither            Landlord nor any agent nor any employee of Landlord has made any representations or warranty            with respect to the Premises or the Project or with respect to the suitability of either for the conduct            of Tenant's business and Tenant expressly warrants and represents that Tenant has relied solely on            its own investigation and inspection of the Premises and the Project in its decision to enter into            this Lease and let the Premises in the above-described condition.  Nothing contained herein is            intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to            seek certification under, or make modifications in order to obtain, a certification from LEED or            any  other  comparable  certification.   The  Premises  shall  be  initially  improved  by  Landlord  as            provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit "D" and made a part            hereof.  The existing leasehold improvements in the Premises as of the date of this Lease, together            with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to            herein as the "Tenant Improvements."  The taking of possession of the Premises by Tenant shall            conclusively establish that the Premises and the Project were at such time in satisfactory condition.             Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code            of California or any successor provision of law.                                              ARTICLE 9                                    REPAIRS AND ALTERATIONS                   (a)   Landlord's  Obligations.   Landlord  shall  maintain  the  structural  portions  of  the            Project, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass, columns,            beams, shafts, stairs, stairwells, elevator cabs and common areas, and shall also maintain and repair            the basic mechanical, electrical, life safety, plumbing, sprinkler systems and heating, ventilating            and air-conditioning systems (provided, however, that Landlord's obligation with respect to any            such systems shall be to repair and maintain those portions of the systems located in the core of            the Project or in other areas outside of the Premises, but Tenant shall be responsible to repair and            maintain any distribution of such systems throughout the Premises).                   (b)   Tenant's Obligations.  Except as expressly provided as Landlord's obligation in this            Article 9, Tenant shall keep the Premises in good condition and repair and in compliance with            Landlord's sustainability practices including, without limitation, compliance with any LEED rating            system  (or other certification standard) applicable to  the Project.  All damage or injury to  the            Premises or the Project resulting from the act or negligence of Tenant, its employees, agents or            visitors, guests, invitees or licensees or by the use of the Premises, shall be promptly repaired by            Tenant at its sole cost and expense, to the satisfaction of Landlord; provided, however, that for            damage to the Project as a result of casualty or for any repairs that may impact the mechanical,            electrical, plumbing, heating, ventilation or air-conditioning systems of the Project, Landlord shall            have the right (but not the obligation) to select the contractor and oversee all such repairs.  Landlord                                                                                                                                              -9-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         may make any repairs which are not promptly made by Tenant after Tenant's receipt of written            notice and the reasonable opportunity of Tenant to make said repair within five (5) business days            from receipt of said written notice, and charge Tenant for the cost thereof, which cost shall be paid            by Tenant within five (5) days from invoice from Landlord.  Tenant shall be responsible for the            design and function of all non-standard improvements of the Premises, whether or not installed by            Landlord at Tenant's request.  Tenant waives all rights to make repairs at the expense of Landlord,            or to deduct the cost thereof from the rent.                     (c)   Alterations.  Tenant shall make no alterations, installations, changes or additions in            or to the Premises or the Project (collectively, "Alterations") without Landlord's prior written            consent, which shall not be unreasonably withheld.  Without limitation as to other grounds for            Landlord withholding its consent to any proposed Alteration, Landlord may withhold its consent            to a proposed Alteration if Landlord determines that such Alteration is not compatible with any            existing or planned future certification of the Project  under the  LEED  rating system  (or other            applicable certification standard).  Any Alterations approved by Landlord must be performed in            accordance with the terms hereof, using only contractors or mechanics approved by Landlord in            writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and            specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at            its sole cost and expense.  Tenant shall at its sole cost and expense obtain all necessary approvals            and permits pertaining to any Alterations approved by Landlord.  Tenant shall cause all Alterations            to be performed in a good and workmanlike manner, in conformance with all applicable federal,            state, county and municipal laws, rules and regulations, pursuant to a valid building permit, and in            conformance with Landlord's construction rules and regulations.  If Landlord, in approving any            Alterations, specifies a commencement date therefor, Tenant shall not commence any work with            respect to such Alterations prior to such date.  Tenant hereby agrees to indemnify, defend, and            hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims            and demands arising out of any work done or material supplied to the Premises by or at the request            of Tenant in connection with any Alterations.                     (d)   Insurance;  Liens.  Prior  to  the  commencement  of  any  Alterations,  Tenant  shall            provide Landlord with evidence that Tenant carries "Builder's All Risk" insurance in an amount            approved by Landlord covering the construction of such Alterations, and such other insurance as            Landlord may reasonably require, it being understood that all such Alterations shall be insured by            Tenant pursuant to Article 14 of this Lease immediately upon completion thereof.  In addition,            Landlord may, in its discretion, require Tenant to obtain a bond or some alternate form of security            satisfactory  to  Landlord  in  an  amount  sufficient  to  ensure  the  lien  free  completion  of  such            Alterations.                   (e)   Costs and Fees; Removal.  If permitted Alterations are made, they shall be made at            Tenant's sole cost and expense and shall be and become the property of Landlord, except that            Landlord may, by written notice to Tenant given concurrently with Landlord's approval of such            Alteration or Improvement, require Tenant at Tenant's expense to remove all partitions, counters,            railings, Improvements and other Alterations from the Premises, and to repair any damage to the            Premises and the Project caused by such removal.  Any and all costs attributable to or related to            the applicable building codes of the city in which the Project is located (or any other authority            having jurisdiction over the Project) arising from Tenant's plans, specifications, improvements,            Alterations or otherwise shall be paid by Tenant at its sole cost and expense.  With regard to repairs,            Alterations or any other work arising from or related to this Article 9, Landlord shall be entitled to            receive an administrative/coordination fee in the amount of 5% of the cost of such work unless            such  work  is  strictly  cosmetic  in  nature  (i.e.  paint  and  re-carpeting)  in  which  case no            administrative/coordination fee shall be required to be paid by Tenant.  The construction of initial            improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not            the terms of this Article 9, except as expressly provided in the first sentence of this Section 9(e).                                              ARTICLE 10                                                LIENS                   Tenant shall keep the Premises and the Project free from any mechanics' liens, vendors            liens  or  any  other  liens  arising  out  of  any  work  performed,  materials  furnished  or  obligations            incurred by Tenant, and Tenant agrees to defend, indemnify and hold Landlord harmless from and            against  any  such  lien  or  claim  or  action  thereon,  together  with  costs  of  suit  and  reasonable            attorneys' fees and costs incurred by Landlord in connection with any such claim or action.  Before            commencing any work of alteration, addition or improvement to the Premises, Tenant shall give                                                                                                                                             -10-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         Landlord at least ten (10) business days' written notice of the proposed commencement of such            work (to afford Landlord an opportunity to post appropriate notices of non-responsibility).  In the            event that there shall be recorded against the Premises or the Project or the property of which the            Premises is a part any claim or lien arising out of any such work performed, materials furnished            or obligations incurred by Tenant and such claim or lien shall not be removed or discharged within            ten (10) days of filing, Landlord shall have the right but not the obligation to pay and discharge            said lien without regard to whether such lien shall be lawful or correct (in which case Tenant shall            reimburse  Landlord  for  any  such  payment  made  by  Landlord  within  ten  (10)  days  following            written demand), or to require that Tenant promptly deposit with Landlord in cash, lawful money            of the United States, one hundred fifty percent (150%) of the amount of such claim, which sum            may be retained by Landlord until such claim shall have been removed of record or until judgment            shall have been rendered on such claim and such judgment shall have become final, at which time            Landlord shall have the right to apply such deposit in discharge of the judgment on said claim and            any costs, including attorneys' fees and costs incurred by Landlord, and shall remit the balance            thereof to Tenant.                                              ARTICLE 11                                         PROJECT SERVICES                   (a)   Basic Services.  Landlord agrees to furnish to the Premises, at a cost to be included            in Operating Costs, from 8:00 a.m. to 6:00 p.m. Mondays through Fridays and upon request from            Tenant, 8:00 a.m. to noon on Saturdays, excepting local and national holidays, air conditioning            and heat all in such reasonable quantities as in the judgment of Landlord is reasonably necessary            for the comfortable occupancy of the Premises.  In addition, Landlord shall provide electric current            for normal lighting and normal office machines, elevator service and water on the same floor as            the Premises for lavatory and drinking purposes in such reasonable quantities as in the judgment            of  Landlord  is  reasonably  necessary  for  general  office  use  and  in  compliance  with  applicable            codes.  Tenant shall cooperate with Landlord's efforts to cause the utilities for the Project to comply            with  Landlord's  sustainability practices  and any  LEED  rating (or other  applicable certification            standard) applicable to the Project.  Such efforts may include, without limitation, the use of energy            efficient  bulbs  in  task  lighting,  energy  efficient  lighting  controls  and  measures  to  avoid  over-           lighting interior spaces.  Janitorial and maintenance services shall be furnished five (5) days per            week, excepting local and national holidays.  Tenant shall comply with all rules and regulations            which Landlord may establish for the proper functioning and protection of the common area air            conditioning, heating, elevator, electrical, intrabuilding cabling and wiring and plumbing systems.             Landlord shall not be liable for, and there shall be no rent abatement as a result of, any stoppage,            reduction  or  interruption  of  any  such  services  caused  by  governmental  rules,  regulations  or            ordinances, riot, strike, labor disputes, breakdowns, accidents, necessary repairs or other cause.             Except as specifically provided in this Article 11, Tenant agrees to pay for all utilities and other            services utilized by Tenant and any additional building services furnished to Tenant which are not            uniformly furnished to  all tenants  of the Project, at  the rate  generally  charged by  Landlord to            tenants of the Project for such utilities or services.                   (b)   Excess Usage.  Tenant will not, without the prior written consent of Landlord, use            any apparatus or device in the Premises which will in any way increase the amount of electricity            or water usually furnished or supplied for use of the Premises as general office space; nor connect            any apparatus, machine or device with water pipes or electric current (except through existing            electrical outlets in the Premises), for the purpose of using electric current or water.  Tenant shall            promptly respond to all reasonable informational requests made by Landlord from time to time            regarding Landlord's reporting requirements under the LEED rating system (or other applicable            certification  standard)  including,  without  limitation,  informational  requests  regarding  Tenant's            utility usage.                   (c)   Additional Electrical Service.  If Tenant shall require electric current in excess of            that which Landlord is obligated to furnish under Section 11(a) above, Tenant shall first obtain the            written  consent  of  Landlord,  which  Landlord  may  refuse  in  its  sole  and  absolute  discretion.             Additionally, Landlord may cause an electric current meter or submeter to be installed in or about            the Premises to measure the amount of any such excess electric current consumed by Tenant in the            Premises.  The cost of any such meter and of installation, maintenance and repair thereof shall be            paid  for by Tenant  and Tenant  agrees  to  pay to  Landlord, promptly upon demand therefor by            Landlord, for all such excess electric current consumed by any such use as shown by said meter at            the rates charged for such service by the city in which the Project is located or the local public                                                                                                                                             -11-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         utility, as the case may be, furnishing the same, plus any additional expense incurred by Landlord            in keeping account of the electric current so consumed.                   (d)   HVAC Balance.  If any lights, machines or equipment (including but not limited to            computers and computer systems and appurtenances) are used by Tenant in the Premises which            materially affect the temperature otherwise maintained by the air conditioning system, or generate            substantially more heat in the Premises than would be generated by the building standard lights            and usual office equipment, Landlord shall have the right to install any machinery and equipment            which  Landlord  reasonably deems  necessary  to  restore temperature balance, including but  not            limited to modifications to the standard air conditioning equipment, and the cost thereof, including            the cost of installation and any additional cost of operation and maintenance occasioned thereby,            shall be paid by Tenant to Landlord upon demand by Landlord.                   (e)   Telecommunications.  Upon request from Tenant from time to time, Landlord will            provide  Tenant  with  a  listing  of  telecommunications  and  media  service  providers  serving  the            Project, and Tenant shall have the right to contract directly with the providers of its choice.  If            Tenant wishes to contract with  or obtain service from any provider which does not currently serve            the Project or wishes to obtain from an existing carrier services which will require the installation            of  additional  equipment,  such  provider  must,  prior  to  providing  service,  enter  into  a  written            agreement with Landlord setting forth the terms and conditions of the access to be granted to such            provider.  In considering the installation of any new or additional telecommunications cabling or            equipment  at  the  Project,  Landlord  will  consider  all  relevant  factors  in  a  reasonable  and  non-           discriminatory manner, including, without limitation, the existing availability of services at the            Project,  the  impact  of  the  proposed  installations  upon  the  Project  and  its  operations  and  the            available space and capacity for the proposed installations.  Landlord may also consider whether            the proposed service may result in interference with or interruption of other services at the Project            or the business operations of other tenants or occupants of the Project.  In no event shall Landlord            be  obligated  to  incur  any costs  or  liabilities  in  connection  with  the  installation  or  delivery  of            telecommunication services or facilities at the Project.  All such installations shall be subject to            Landlord’s prior approval and shall be performed in accordance with the terms of Article 9.  If            Landlord  approves  the  proposed  installations  in  accordance  with  the  foregoing,  Landlord  will            deliver its standard form agreement upon request and will use commercially reasonable efforts to            promptly enter into an agreement on reasonable and non-discriminatory terms with a qualified,            licensed  and  reputable  carrier  confirming  the  terms  of  installation  and  operation  of            telecommunications equipment consistent with the foregoing.                   (f)   After-Hours Use.  If Tenant requires heating, ventilation and/or air conditioning            during times other than the times provided in Section 11(a) above, Tenant shall give Landlord such            advance notice as Landlord shall reasonably require and shall pay Landlord's reasonable standard            charge for such after-hours use, with a one (1) hour minimum.  Landlord's current after-hours            charge is $45.00/hour.                   (g)   Reasonable Charges.  Landlord may impose a reasonable charge for any utilities or            services (other than electric current and heating, ventilation and/or air conditioning which shall be            governed by Sections 11(c) and (f) above) utilized by Tenant in excess of the amount or type that            Landlord reasonably determines is typical for general office use.                   (h)   Supplemental  HVAC.   Tenant  shall  be  entitled  to  install,  as  an  Alteration,  a            dedicated  heating, ventilation  and  air  conditioning  unit  ("Supplemental  Unit")  within  the            Premises at Tenant's sole cost and expense.  The plans and specifications for any Supplemental            Unit shall, as indicated in Article 9 above, be subject to Landlord's reasonable approval.  If Tenant            elects to install a Supplemental Unit within the Premises, Tenant shall also install, at Tenant's sole            cost  and  expense, a separate meter or  at  Landlord's option, submeter, in order to  measure the            amount of electricity furnished to such unit and Tenant shall be responsible for Landlord's actual            cost of supplying electricity to such unit as reflected by such meter or submeter, which amounts            shall be payable on a monthly basis as Additional Rent.  Tenant shall be solely responsible for            maintenance and repair of the Supplemental Unit and such unit shall, at Landlord's option, be            considered  to  be  a  fixture  within  the  Premises  and  shall  remain  upon  the  Premises  upon  the            expiration or earlier termination of the Lease Term or any applicable Option Term.                   (i)   Sole Electrical Representative.  Tenant agrees that Landlord shall be the sole and            exclusive representative with respect to, and shall maintain exclusive control over, the reception,            utilization  and  distribution  of  electrical  power,  regardless  of  point  or  means  of  origin,  use  or                                                                                                                                             -12-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         generation.  Tenant shall not have the right to contract directly with any provider of electrical            power or services.                                               ARTICLE 12                                       RIGHTS OF LANDLORD                   (a)   Right of Entry.  Landlord and its agents shall have the right to enter the Premises            at all reasonable times for the purpose of cleaning the Premises, examining or inspecting the same,            serving or posting and keeping posted thereon notices as provided by law, or which  Landlord            deems necessary for the protection of Landlord or the Project, showing the same to prospective            tenants, lenders or purchasers of the Project, in the case of an emergency, and for making such            alterations, repairs, improvements or additions to the Premises or to the Project as Landlord may            deem necessary or desirable.  If Tenant shall not be personally present to open and permit an entry            into the Premises at any time when such an entry by Landlord is necessary or permitted hereunder,            Landlord may enter by means of a master key, or may forcibly enter in the case of an emergency,            in each event without liability to Tenant and without affecting this Lease.                   (b)   Maintenance Work.  Landlord reserves the right from time to time, but subject to            payment by and/or reimbursement from Tenant as otherwise provided herein:  (i) to install, use,            maintain, repair, replace, relocate and control for service to the Premises and/or other parts of the            Project  pipes,  ducts,  conduits,  wires,  cabling,  appurtenant  fixtures,  equipment  spaces  and            mechanical systems, wherever located in the Premises or the Project, (ii) to alter, close or relocate            any facility in the Premises or the common areas or otherwise conduct any of the above activities            for the purpose of complying with a general plan for fire/life safety for the Project or otherwise,            and (iii) to comply with any federal, state or local law, rule or order.  Landlord shall attempt to            perform any such work with the least inconvenience to Tenant as is reasonably practicable, but in            no  event  shall  Tenant  be  permitted  to  withhold  or  reduce Basic  Rental  or  other  charges  due            hereunder as a result of same, make any claim for constructive eviction or otherwise make any            claim against Landlord for interruption or interference with Tenant's business and/or operations.                   (c)   Rooftop.   If  Tenant  desires  to use  the  rooftop  of  the  Project  for  any  purpose,            including the installation of communication equipment to be used from the Premises, such rights            will be granted in Landlord’s sole discretion and Tenant must negotiate the terms of any rooftop            access with Landlord or the rooftop management company or lessee holding rights to the rooftop            from time to time.  Any rooftop access granted to Tenant will be at prevailing rates and will be            governed by the terms of a separate written agreement or an amendment to this Lease.                                              ARTICLE 13                     INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY                   (a)   Indemnity.  Tenant shall indemnify, defend and hold Landlord and its members,            officers, directors, employees and contractors (collectively, "Landlord Parties") harmless from            any loss, cost, liability, damage or expense including, but not limited to, penalties, fines, attorneys'            fees and costs (collectively, "Claims") arising from Tenant's use of the Premises or the Project or            from the conduct of its business or from any activity, work or thing which may be permitted or            suffered by Tenant in or about the Premises or the Project and shall further indemnify, defend and            hold Landlord and the Landlord Parties harmless from and against any and all Claims arising from            any breach or default in the performance of any obligation on Tenant's part to be performed under            this Lease or arising from any negligence or willful misconduct of Tenant or any of its agents,            contractors, employees or invitees, patrons, customers or members in or about the Project and from            any and all costs, attorneys' fees and costs, expenses and liabilities incurred in the defense of any            Claim or any action or proceeding brought thereon, including negotiations in connection therewith.             Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises            from any cause, and Tenant hereby waives all claims in respect thereof against Landlord and the            Landlord Parties, excepting where the damage is caused solely by the gross negligence or willful            misconduct of Landlord or the Landlord Parties.                   (b)   Exemption of Landlord from Liability.  Landlord and the Landlord Parties shall not            be  liable  for  injury  to  Tenant's  business,  or  loss  of  income  therefrom,  however  occurring            (including, without limitation, from any failure or interruption of services or utilities or as a result            of Landlord's negligence), or, except in connection with damage or injury resulting from the gross            negligence or willful misconduct of Landlord or the Landlord Parties, for damage that may be            sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees,                                                                                                                                             -13-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         customers, agents, or contractors, or any other person in, on or about the Premises directly or            indirectly caused by or resulting from any cause whatsoever, including, but not limited to, fire,            steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises,            or  from  the  breakage,  leakage,  obstruction  or  other  defects  of  the  pipes,  sprinklers,  wires,            appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems, or from            intrabuilding cabling or wiring, whether such damage or injury results from conditions arising            upon  the  Premises  or  upon  other  portions  of  the  Project  or  from  other  sources  or  places  and            regardless of whether the cause of such damage or injury or the means of repairing the same is            inaccessible to Tenant.  Landlord and the Landlord Parties shall not be liable to Tenant for any            damages arising from any willful or negligent action or inaction of any other tenant of the Project.                   (c)   Security.  Tenant acknowledges that Landlord's election whether or not to provide            any type of mechanical surveillance or security personnel whatsoever in the Project is solely within            Landlord's  discretion;  Landlord  and  the  Landlord  Parties  shall  have  no  duty  or  liability  in            connection with the provision, or lack, of such services, and Tenant hereby agrees to hold Landlord            and the  Landlord Parties  harmless  with  regard to any such potential claim.   Landlord  and the            Landlord Parties shall not be liable for losses due to theft, vandalism, or like causes.  Tenant shall            defend, indemnify, and hold Landlord and the Landlord Parties harmless from and against any            such claims made by any employee, licensee, invitee, contractor, agent  or other person whose            presence in, on or about the Premises or the Project is attendant to the business of Tenant.                                              ARTICLE 14                                             INSURANCE                   (a)   Tenant's Insurance.  Tenant, shall at all times during the Term of this Lease, and at            its  own  cost  and  expense,  procure  and  continue  in  force  the  following  insurance  coverage:             (i) Commercial  General  Liability  Insurance,  written  on  an  occurrence  basis,  with  a  combined            single  limit  for  bodily  injury  and  property  damages  of  not  less  than Two  Million  Dollars            ($2,000,000)  per  occurrence  and  Three  Million  Dollars  ($3,000,000)  in  the  annual  aggregate,            including products liability coverage if applicable, owners and contractors protective coverage,            blanket  contractual  coverage  including  both  oral  and  written  contracts,  and  personal  injury            coverage, covering the insuring provisions of this Lease and the performance of Tenant of the            indemnity and exemption of Landlord from liability agreements set forth in Article 13 hereof; (ii) a            policy of standard fire, extended coverage and special extended coverage insurance (all risks),            including  a  vandalism  and  malicious  mischief  endorsement,  sprinkler  leakage  coverage  and            earthquake  sprinkler  leakage  where  sprinklers  are  provided  in  an  amount  equal  to  the  full            replacement  value  new  without  deduction  for  depreciation  of  all  (A) Tenant  Improvements,            Alterations,  fixtures  and  other  improvements  in  the  Premises,  including  but  not  limited  to  all            mechanical,  plumbing, heating, ventilating, air conditioning, electrical,  telecommunication and            other  equipment,  systems  and  facilities,  and  (B) trade  fixtures,  furniture,  equipment  and  other            personal property installed by or at the expense of Tenant; (iii) Worker's Compensation coverage            as required by law; and (iv) business interruption, loss of income and extra expense insurance            covering any failure or interruption of Tenant's business equipment (including, without limitation,            telecommunications equipment) and covering all other perils, failures or interruptions sufficient to            cover a period of interruption of not less than twelve (12) months.  Tenant shall carry and maintain            during the  entire Term  (including  any option periods,  if applicable),  at  Tenant's  sole cost  and            expense, increased amounts of the insurance required to be carried by Tenant pursuant to this            Article 14 and such other reasonable types of insurance coverage and in such reasonable amounts            covering the Premises and Tenant's operations therein, as may be reasonably required by Landlord.                   (b)   Form of Policies.  The aforementioned minimum limits of policies and Tenant's            procurement and maintenance thereof shall in no event limit the liability of Tenant hereunder.  The            Commercial  General  Liability  Insurance  policy  shall  name  Landlord,  the  Landlord  Parties,            Landlord's property manager, Landlord's lender(s) and such other persons or firms as Landlord            specifies  from  time  to  time,  as  additional  insureds  with  an  appropriate  endorsement  to  the            policy(s).  All such insurance policies carried by Tenant shall be with companies having a rating            of not less than A-VIII in Best's Insurance Guide.  Tenant shall furnish to Landlord, from the            insurance companies, or cause the insurance companies to furnish, certificates of coverage.  The            deductible under each such policy shall be reasonably acceptable to Landlord.  No such policy            shall be cancelable or subject to reduction of coverage or other modification or cancellation except            after thirty (30) days prior written notice to Landlord by the insurer.  All such policies shall be            endorsed to agree that Tenant's policy is primary and that any insurance carried by Landlord is            excess and not contributing with any Tenant insurance requirement hereunder.  Tenant shall, at                                                                                                                                             -14-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         least twenty (20) days prior to the expiration of such policies, furnish Landlord with renewals or            binders.  Tenant agrees that if Tenant does not take out and maintain such insurance or furnish            Landlord with renewals or binders in a timely manner, Landlord may (but shall not be required to)            procure said insurance on Tenant's behalf and charge Tenant the cost thereof, which amount shall            be payable by Tenant upon demand with interest (at the rate set forth in Section 20(e) below) from            the date such sums are expended.  Tenant shall have the right to provide such insurance coverage            pursuant to blanket policies obtained by Tenant, provided such blanket policies expressly afford            coverage to the Premises and to Tenant as required by this Lease.                   (c)   Landlord's Insurance.  Landlord may, as a cost to be included in Operating Costs,            procure and maintain at all times during the Term of this Lease, a policy or policies of insurance            covering loss or damage to the Project in the amount of the full replacement cost without deduction            for depreciation thereof, providing protection against all perils included within the classification            of  fire  and  extended  coverage,  vandalism  coverage  and  malicious  mischief,  sprinkler  leakage,            water damage, and special extended coverage on the building.  Additionally, Landlord may carry:             (i) Bodily  Injury  and  Property  Damage  Liability  Insurance  and/or  Excess  Liability  Coverage            Insurance; and (ii) Earthquake and/or Flood Damage Insurance; and (iii) Rental Income Insurance;            and (iv) any other forms of insurance Landlord may deem appropriate or any lender may require.             The costs of all insurance carried by Landlord shall be included in Operating Costs.                   (d)   Waiver of Subrogation.  Landlord and Tenant each agree to require their respective            insurers issuing the insurance described in Sections 14(a)(ii), 14(a)(iv) and the first sentence of            Section 14(c), to waive any rights of subrogation that such companies may have against the other            party.  Tenant hereby waives any right that Tenant may have against Landlord and Landlord hereby            waives any right that Landlord may have against Tenant as a result of any loss or damage to the            extent such loss or damage is insurable under such policies.                   (e)   Compliance with Insurance Requirements.  Tenant agrees that it will not, at any            time, during the Term of this  Lease, carry  any stock of  goods  or do  anything in  or about  the            Premises that will in any way tend to increase the insurance rates upon the Project.  Tenant agrees            to pay Landlord forthwith upon demand the amount of any increase in premiums for insurance that            may be carried during the Term of this Lease, or the amount of insurance to be carried by Landlord            on the Project resulting from the foregoing, or from Tenant doing any act in or about the Premises            that does so increase the insurance rates, whether or not Landlord shall have consented to such act            on the part of Tenant.  If Tenant installs upon the Premises any electrical equipment which causes            an  overload  of  electrical  lines  of  the  Premises,  Tenant  shall  at  its  own  cost  and  expense,  in            accordance  with  all  other  Lease  provisions  (specifically  including,  but  not  limited  to,  the            provisions of Article 9, 10 and 11 hereof), make whatever changes are necessary to comply with            requirements of the insurance underwriters and any governmental authority having jurisdiction            thereover, but nothing herein contained shall be deemed to constitute Landlord's consent to such            overloading.  Tenant shall, at its own expense, comply with all insurance requirements applicable            to the Premises including, without limitation, the installation of fire extinguishers or an automatic            dry chemical extinguishing system.                                              ARTICLE 15                                   ASSIGNMENT AND SUBLETTING                   Tenant shall have no power to, either voluntarily, involuntarily, by operation of law or            otherwise,  sell,  assign,  transfer  or  hypothecate  this  Lease,  or  sublet  the  Premises  or  any  part            thereof, or permit the Premises or any part thereof to be used or occupied by anyone other than            Tenant or Tenant's employees without the prior written consent of Landlord, which consent shall            not be unreasonably withheld, conditioned or delayed.  If Tenant is a corporation, unincorporated            association,  partnership  or  limited  liability  company,  the  sale,  assignment,  transfer  or            hypothecation of any class of stock or other ownership interest in such corporation, association,            partnership or limited liability company in excess of twenty-five percent (25%) in the aggregate            shall be deemed a "Transfer" within the meaning and provisions of this Article 15.  Tenant may            transfer  its  interest  pursuant  to  this  Lease  only  upon  the  following  express  conditions,  which            conditions are agreed by Landlord and Tenant to be reasonable:                   (a)   That the proposed Transferee (as hereafter defined) shall be subject to the prior            written consent of Landlord, which consent will not be unreasonably withheld but, without limiting            the generality of the foregoing, it shall be reasonable for Landlord to deny such consent if:                                                                                                                                             -15-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                     (i)   The use to be made of the Premises by the proposed Transferee is (A) not            generally consistent with the character and nature of all other tenancies in the Project, or (B) a use            which conflicts with any so-called "exclusive" then in favor of another tenant of the Project or any            other buildings which are in the same complex as the Project, or (C) a use that is not compatible            with the existing certification or a planned future certification of the Project under the LEED rating            system (or other applicable certification standard), or (D)  a use which would be prohibited by any            other portion of this Lease (including but not limited to any Rules and Regulations then in effect);                         (ii)  The financial responsibility of the proposed Transferee is not reasonably            satisfactory to Landlord or in any event not at least equal to the financial responsibility possessed            by Tenant as of the date of execution of this Lease;                         (iii) The proposed Transferee is either a governmental agency or instrumentality            thereof; or                         (iv)  Either the proposed Transferee or any person or entity which directly or            indirectly  controls,  is  controlled by or is  under  common control  with  the proposed Transferee            (A) occupies space in the Project at the time of the request for consent, or (B) is negotiating with            Landlord or has negotiated with Landlord during the six (6) month period immediately preceding            the date of the proposed Transfer, to lease space in the Project                   (b)   .Upon Tenant's submission of a request for Landlord's consent to any such Transfer,            Tenant shall pay to Landlord Landlord's then standard processing fee and reasonable attorneys'            fees and costs incurred in connection with the proposed Transfer, which the parties hereby stipulate            to be $1,500.00, unless Landlord provides to Tenant evidence that Landlord has incurred greater            costs in connection with the proposed Transfer;                   (c)   That the proposed Transferee shall execute an agreement pursuant to which it shall            agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and            agreements of this Lease applicable to that portion of the Premises so transferred; and                   (d)   That an executed duplicate original of said assignment and assumption agreement            or other Transfer on a form reasonably approved by Landlord, shall be delivered to Landlord within            five (5) days after the execution thereof, and that such Transfer shall not be binding upon Landlord            until the delivery thereof to Landlord and the execution and delivery of Landlord's consent thereto.             It shall be a condition to Landlord's consent to any subleasing, assignment or other transfer of part            or all of Tenant's interest in the Premises ("Transfer") that (i) upon Landlord's consent to any            Transfer, Tenant shall pay and continue to pay Landlord fifty  percent (50%) of any "Transfer            Premium" (defined below), received by Tenant from the transferee; (ii) any sublessee of part or all            of Tenant's interest in the Premises shall agree that in the event Landlord gives such sublessee            notice that Tenant is in default under this Lease, such sublessee shall thereafter make all sublease            or other payments directly to Landlord, which will be received by Landlord without any liability            whether to honor the sublease or otherwise (except to credit such payments against sums due under            this Lease), and any sublessee shall agree to attorn to Landlord or its successors and assigns at            their request should this Lease be terminated for any reason, except that in no event shall Landlord            or its successors or assigns be obligated to accept such attornment; (iii) any such Transfer and            consent shall be effected on forms supplied by Landlord and/or its legal counsel; (iv) Landlord            may require that Tenant not then be in default hereunder in any respect; and (v) Tenant or the            proposed subtenant or assignee (collectively, "Transferee") shall agree to pay Landlord, upon            demand, as Additional Rent, a sum equal to the additional costs, if any, incurred by Landlord for            maintenance  and  repair  as  a  result  of  any  change  in  the  nature  of  occupancy  caused  by  such            subletting or  assignment.  "Transfer  Premium"  shall mean  all rent,  Additional Rent  or other            consideration payable by a Transferee in connection with a Transfer in excess of the Basic Rental            and Direct Costs payable by Tenant under this Lease during the term of the Transfer and if such            Transfer is for less than all of the Premises, the Transfer Premium shall be calculated on a rentable            square foot basis.  In any  event,  the Transfer Premium  shall be calculated after deducting the            reasonable expenses incurred by Tenant for (1) any changes, alterations and improvements to the            Premises paid for by Tenant and approved by Landlord in connection with the Transfer, (2) any            other  out-of-pocket  monetary  concessions  provided  by  Tenant  to  the  Transferee,  and  (3)  any            brokerage commissions paid for by Tenant in connection with the Transfer.  The calculation of            "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other            cash  consideration  paid  by  a  Transferee  to  Tenant  in  connection  with  such  Transfer,  and  any            payment in excess of fair market value for services rendered by Tenant to the Transferee and any                                                                                                                                             -16-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         payment  in  excess  of  fair  market  value  for  assets,  fixtures,  inventory,  equipment,  or  furniture            transferred by Tenant to the Transferee in connection with such Transfer.  Any Transfer of this            Lease which is not in compliance with the provisions of this Article 15 shall be voidable by written            notice from Landlord and shall, at the option of Landlord, terminate this Lease.  In no event shall            the consent by Landlord to any Transfer be construed as relieving Tenant or any Transferee from            obtaining the express written consent of Landlord to any further Transfer, or as releasing Tenant            from any liability or obligation hereunder whether or not then accrued and Tenant shall continue            to be fully liable therefor.  No collection or acceptance of rent by Landlord from any person other            than Tenant shall be deemed a waiver of any provision of this Article 15 or the acceptance of any            Transferee hereunder, or a release of Tenant (or of any Transferee of Tenant).  Notwithstanding            anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord            has unreasonably withheld or delayed its consent under this Article 15 or otherwise has breached            or acted unreasonably under this Article 15, their sole remedies shall be a declaratory judgment            and an injunction for the relief sought without any monetary damages, and Tenant hereby waives            all other remedies, including, without limitation, any right at law or equity to terminate this Lease,            on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed            Transferee.                   Notwithstanding anything to the contrary contained in this Article 15, Landlord shall have            the option, by giving written notice to Tenant within thirty (30) days after Landlord's receipt of a            request for consent to a proposed Transfer, to grant or deny consent to the proposed Transfer or to            terminate this Lease as to the portion of the Premises that is the subject of the proposed Transfer.             If this Lease is so terminated with respect to less than the entire Premises, the Basic Rental and            Tenant's Proportionate Share shall be prorated based on the number of rentable square feet retained            by Tenant as compared to the total number of rentable square feet previously contained in the            Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon            the request of either party, the parties shall execute written confirmation of the same.                                              ARTICLE 16                                     DAMAGE OR DESTRUCTION                   If the Project is damaged by fire or other insured casualty and the insurance proceeds have            been made available therefor by the holder or holders of any mortgages or deeds of trust covering            the Premises or the Project, the damage shall be repaired by Landlord to the extent such insurance            proceeds  are  available  therefor  and  provided  such  repairs  can,  in  Landlord's  sole  opinion,  be            completed within two hundred seventy (270) days after the necessity for repairs as a result of such            damage becomes known to Landlord, without the payment of overtime or other premiums, and            until such repairs are completed rent shall be abated in proportion to the part of the Premises which            is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by            reason of any portion of the Premises being unusable for a period equal to one (1) day or less).             However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors,            guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord            receives rental income insurance proceeds.  Upon the occurrence of any damage to the Premises,            Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds            payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair            of  improvements  within  the  Premises  by  Landlord  exceeds  the  amount  of  insurance  proceeds            received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs            shall be paid by Tenant to Landlord prior to Landlord's repair of such damage.  If repairs cannot,            in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for            repairs as a result of such damage becomes known to Landlord without the payment of overtime            or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time            and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the            manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this            Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord            learns of the necessity for repairs as a result of damage, such notice to include a termination date            giving Tenant sixty (60) days to vacate the Premises.  In addition, Landlord may elect to terminate            this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the            Premises  are  affected,  if  the  damage  is  not  fully  covered,  except  for  deductible  amounts,  by            Landlord's insurance policies.  Finally, if the Premises or the Project is damaged to any substantial            extent during the last twelve (12) months of the Term, then notwithstanding anything contained in            this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving            written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns            of the necessity for repairs as the result of such damage.  A total destruction of the Project shall                                                                                                                                             -17-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         automatically  terminate  this  Lease.   Except  as  provided  in  this Article 16,  there  shall  be  no            abatement  of rent  and no liability of  Landlord by  reason  of any injury to or interference with            Tenant's business or property arising from such damage or destruction or the making of any repairs,            alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures,            appurtenances and equipment therein.  Tenant understands that Landlord will not carry insurance            of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall            not be obligated to repair any damage thereto or replace the same.  Tenant acknowledges that            Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property            damage.  With respect to any damage which Landlord is obligated to repair or elects to repair,            Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and            releases its rights under the provisions of Sections 1932 and 1933 of the California Civil Code.                                              ARTICLE 17                                          SUBORDINATION                   This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting            the Real Property.  This Lease is also subject and subordinate to all existing and future ground or            underlying  leases,  mortgages  and  deeds  of  trust  which  affect  the  Real  Property,  including  all            renewals, modifications, consolidations, replacements and extensions thereof; provided, however,            if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust            shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon            written  request  of  Landlord  to  Tenant,  Tenant  agrees  to  promptly  execute,  acknowledge  and            deliver any and all documents or instruments which Landlord or such lessor, holder or holders            deem necessary or desirable for purposes thereof.  Tenant agrees that in the event any proceedings            are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to            attorn to the mortgagee under such mortgage or deed of trust, such mortgagee's successor purchaser            or any of their successors or assigns upon any such foreclosure sale or deed in lieu thereof as so            requested to do so by such purchaser and to recognize such purchaser as the lessor under this            Lease; provided, however, that such mortgagee or its successor shall not be liable for or bound by            (i) any payment of any rent installment which may have been made more than thirty (30) days            before the due date of such installment, (ii) any act or omission of or default by Landlord under            this Lease (but such mortgagee, or such successor, shall be subject to the continuing obligations            of Landlord under this Lease to the extent arising from and after such succession to the extent of            such mortgagee's or such successor's interest in  the Project), (iii) any credit, claims, setoffs or            defenses which Tenant may have against Landlord, (iv) any modification or amendment to this            Lease for which such mortgagee's consent is required, but has not been obtained, under a mortgage            or deed of trust or (v) any obligation under this Lease to maintain a fitness facility at the Project,            if any.  Tenant, upon the reasonable request by such mortgagee or such successor in interest, shall            execute and deliver within five (5) days of such request an instrument or instruments confirming            such attornment.  Tenant agrees to provide copies of any notices of Landlord's default under this            Lease to any mortgagee, deed of trust beneficiary and mezzanine lender whose address has been            provided  to  Tenant  and  Tenant  shall  provide  such  mortgagee, deed  of  trust  beneficiary and            mezzanine lender a commercially reasonable time after receipt of such notice within which to cure            any such default.  Tenant waives the provisions of any current or future statute, rule or law which            may give or purport to give Tenant any right or election to terminate or otherwise adversely affect            this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding            or sale.                                              ARTICLE 18                                         EMINENT DOMAIN                   If the whole of the Premises or the Project or so much thereof as to render the balance            unusable  by  Tenant  shall be  taken  under  power  of  eminent  domain,  or  is  sold,  transferred  or            conveyed  in  lieu  thereof,  this  Lease  shall  automatically  terminate  as  of  the  date  of  such            condemnation, or as of the date possession is taken by the condemning authority, at Landlord's            option.  No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns            to Landlord any award which may be made in such taking or condemnation, together with any and            all  rights  of  Tenant  now  or  hereafter  arising  in  or  to  the  same  or any  part  thereof;  provided,            however, that nothing contained herein shall be deemed to give Landlord any interest in or to            require Tenant to assign to Landlord any award made to Tenant for the taking of personal property            and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term            hereof as provided hereunder or for the interruption of, or damage to, Tenant's business.  In the            event  of  a  partial  taking  described  in  this  Article 18,  or  a  sale,  transfer  or  conveyance  in  lieu                                                                                                                                             -18-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         thereof, which does not result in a termination of this Lease, the rent shall be apportioned according            to the ratio that the part of the Premises remaining useable by Tenant bears to the total area of the            Premises.   Tenant  hereby  waives  any  and  all  rights  it might  otherwise  have  pursuant  to            Section 1265.130 of the California Code of Civil Procedure.                                              ARTICLE 19                                              DEFAULT                   Each  of  the  following  acts  or  omissions  of  Tenant  or  of  any  guarantor  of  Tenant's            performance hereunder, or occurrences, shall constitute an "Event of Default":                   (a)   Failure or refusal to pay Basic Rental, Additional Rent or any other amount to be            paid by Tenant to Landlord hereunder within three (3) calendar days after notice that the same is            due or payable hereunder; said three (3) day period shall be in lieu of, and not in addition to, the            notice requirements of Section 1161 of the California Code of Civil Procedure or any similar or            successor law;                   (b)   Except  as  set  forth  in items (a) above and (c) through and including (g)  below,            failure to perform or observe any other covenant or condition of this Lease to be performed or            observed within thirty (30) days following written notice to Tenant of such failure.  Such thirty            (30) day notice shall be in lieu of, and not in addition to, any required under Section 1161 of the            California Code of Civil Procedure or any similar or successor law;                   (c)   Abandonment or vacating or failure to accept tender of possession of the Premises            or any significant portion thereof;                   (d)   The taking in execution or by similar process or law (other than by eminent domain)            of the estate hereby created;                   (e)   The filing by Tenant or any guarantor hereunder in any court pursuant to any statute            of a petition in bankruptcy or insolvency or for reorganization or arrangement for the appointment            of a receiver of all or a portion of Tenant's property; the filing against Tenant or any guarantor            hereunder of any such petition, or the commencement of a proceeding for the appointment of a            trustee, receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of the property            of either, or a proceeding by any governmental authority for the dissolution or liquidation of Tenant            or any guarantor hereunder, if such proceeding shall not be dismissed or trusteeship discontinued            within thirty (30) days after commencement of such proceeding or the appointment of such trustee            or receiver; or the making by Tenant or any guarantor hereunder of an assignment for the benefit            of creditors.  Tenant hereby stipulates to the lifting of the automatic stay in effect and relief from            such stay for Landlord in the event Tenant files a petition under the United States Bankruptcy laws,            for the purpose of Landlord pursuing its rights and remedies against Tenant and/or a guarantor of            this Lease;                   (f)   Tenant's  failure  to  cause  to  be  released  any  mechanics  liens  filed  against  the            Premises or the Project within twenty (20) days after the date the same shall have been filed or            recorded; or                   (g)   Tenant's failure to observe or perform according to the provisions of Articles 7, 14,            17 or 25 within two (2) business days after notice from Landlord.                   All defaults by Tenant of any covenant or condition of this Lease shall be deemed by the            parties hereto to be material.                                              ARTICLE 20                                             REMEDIES                   (a)   Upon  the  occurrence  of  an  Event  of  Default  under  this  Lease  as  provided  in            Article 19 hereof, Landlord may exercise all of its remedies as may be permitted by law, including            but  not  limited  to  the  remedy  provided  by  Section 1951.4  of  the  California  Civil  Code,  and            including without limitation,  terminating this  Lease, reentering the Premises and  removing all            persons and property therefrom, which property may be stored by Landlord at a warehouse or            elsewhere at the risk, expense and for the account of Tenant.  If Landlord elects to terminate this            Lease, Landlord shall be entitled to recover from Tenant the aggregate of all amounts permitted            by law, including but not limited to (i) the worth at the time of award of the amount of any unpaid                                                                                                                                             -19-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         rent which had been earned at the time of such termination; plus (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  Tenant  proves  could  have  been            reasonably avoided; plus (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            Tenant  proves  could  have  been  reasonably  avoided;  plus  (iv) any  other  amount  necessary  to            compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its            obligations under this Lease or which in the ordinary course of things would be likely to result            therefrom,  specifically including  but  not  limited  to,  tenant  improvement  expenses,  brokerage            commissions  and  advertising  expenses  incurred,  expenses  of  remodeling  the  Premises  or  any            portion  thereof  for  a  new  tenant,  whether  for  the  same  or  a  different  use,  and  any  special            concessions made to obtain a new tenant; and (v) at Landlord's election, such other amounts in            addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.             The term "rent" as used in this Section 20(a) shall be deemed to be and to mean all sums of every            nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to            others.  As used in items (i) and (ii), above, the "worth at the time of award" shall be computed by            allowing interest at the rate set forth in item (e), below, but in no case greater than the maximum            amount of such interest permitted by law.  As used in item (iii), above, the "worth at the time of            award" shall be computed by discounting such amount at the discount rate of the Federal Reserve            Bank of San Francisco at the time of award plus one percent (1%).                   (b)   Nothing  in  this  Article 20  shall  be  deemed  to  affect  Landlord's  right  to            indemnification for liability or liabilities arising prior to the termination of this Lease for personal            injuries or property damage under the indemnification clause or clauses contained in this Lease.                   (c)   Notwithstanding anything to the contrary set forth herein, Landlord's re-entry to            perform acts of maintenance or preservation of or in connection with efforts to relet the Premises            or  any  portion  thereof,  or  the  appointment  of  a  receiver  upon  Landlord's  initiative  to  protect            Landlord's interest under this Lease shall not terminate Tenant's right to possession of the Premises            or  any  portion  thereof  and,  until  Landlord  does  elect  to  terminate  this  Lease,  this  Lease  shall            continue in full force and effect and Landlord may enforce all of Landlord's rights and remedies            hereunder  including,  without  limitation,  the  remedy  described  in  California  Civil  Code            Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and            recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable            limitations).  Accordingly, if Landlord does not elect to terminate this Lease on account of any            default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of            its rights and remedies under this Lease, including the right to recover all rent as it becomes due.                   (d)   All  rights,  powers  and  remedies  of  Landlord  hereunder  and  under  any  other            agreement now or hereafter in force between Landlord and Tenant shall be cumulative and not            alternative and shall be in addition to all rights, powers and remedies given to Landlord by law,            and the exercise of one or more rights or remedies shall not impair Landlord's right to exercise any            other right or remedy.                   (e)   Any amount due from Tenant to Landlord hereunder which is not paid when due            shall bear interest at the lower of eighteen percent (18%) per annum or the maximum lawful rate            of interest  from the due date until  paid,  unless  otherwise specifically provided herein,  but  the            payment of such interest shall not  excuse or cure any default by Tenant under this  Lease.  In            addition to such interest:  (i) if Basic Rental is not paid on or before the fifth (5th) day of the            calendar month for which the same is due, a late charge equal to ten percent (10%) of the amount            overdue or $100, whichever is greater, shall be immediately due and owing and shall accrue for            each calendar month or part thereof until such rental, including the late charge, is paid in full,            which late charge Tenant hereby agrees is a reasonable estimate of the damages Landlord shall            suffer as a result of Tenant's late payment and (ii) an additional charge of $25 shall be assessed for            any check given to Landlord by or on behalf of Tenant which is not honored by the drawee thereof;            which damages include Landlord's additional administrative and other costs associated with such            late  payment  and  unsatisfied  checks  and  the  parties  agree  that  it  would  be  impracticable  or            extremely difficult to fix Landlord's actual damage in such event.  Such charges for interest and            late payments and unsatisfied checks are separate and cumulative and are in addition to and shall            not diminish or represent a substitute for any or all of Landlord's rights or remedies under any            other provision of this Lease.  Notwithstanding the foregoing, Tenant shall be entitled to notice            and the expiration of a five (5) day cure period prior to imposition of any late charge or interest            charge under this Section 20(e) one (1) time per calendar year; after such written notice has been                                                                                                                                             -20-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         provided to Tenant in a calendar year, Tenant shall not be entitled to any further notice prior to            imposition of a late charge or interest under this Section 20(e) in such calendar year.                   (f)   In the event of any default, breach or violation of Tenant's rights under this Lease            by Landlord, Tenant's exclusive remedies shall be an action for specific performance or action for            actual damages.  Without limiting any other waiver by Tenant which may be contained in this            Lease, Tenant hereby waives the benefit of any law granting it the right to perform Landlord's            obligation, or the right to terminate this Lease on account of any Landlord default.                                              ARTICLE 21                               TRANSFER OF LANDLORD'S INTEREST                   In the event of any transfer or termination of Landlord's interest in the Premises or the            Project by sale, assignment, transfer, foreclosure, deed-in-lieu of foreclosure or otherwise whether            voluntary or involuntary, Landlord shall be automatically relieved of any and all obligations and            liabilities on the part of Landlord from and after the date of such transfer or termination, including            furthermore without limitation, the obligation of Landlord under Article 4 and California Civil            Code 1950.7 above to return the security deposit, provided said security deposit is transferred to            said transferee.  Tenant agrees to attorn to the transferee upon any such transfer and to recognize            such transferee as the lessor under this Lease and Tenant shall, within five (5) days after request,            execute such further instruments or assurances as such transferee may reasonably deem necessary            to evidence or confirm such attornment.                                              ARTICLE 22                                              BROKER                   In connection with this Lease, Tenant warrants and represents that it has had dealings only            with firm(s) set forth in Article 1.H. of the Basic Lease Provisions and that it knows of no other            person or entity who is or might be entitled to a commission, finder's fee or other like payment in            connection herewith and does hereby indemnify and agree to hold Landlord, its agents, members,            partners,  representatives,  officers,  affiliates,  shareholders,  employees,  successors  and  assigns            harmless from and against any and all loss, liability and expenses that Landlord may incur should            such warranty and representation prove incorrect, inaccurate or false.                                              ARTICLE 23                                              PARKING                   Commencing on the Beneficial Occupancy Date, Tenant shall be entitled to use the number            of parking passes set forth in Article 1.I. of the Basic Lease Provisions, which parking passes shall            pertain to the Project parking facility.  All of such parking passes shall be for unreserved parking,            except that Tenant may, upon thirty (30) days prior written notice to Landlord, convert up to two            (2)  of  such  unreserved  parking  passes  to  reserved  stalls  at  locations  designated  by  Landlord.             Tenant shall not be required to pay to Landlord any  fee for such unreserved parking during the            initial Term and reserved parking shall be at the rate of $75 per reserved stall per month throughout            the initial Term.  Tenant shall be responsible for the full amount of any taxes imposed by any            governmental authority in connection with the use of such parking by Tenant.  Tenant's continued            right to use the parking passes is conditioned upon Tenant abiding by all rules and regulations            which are prescribed from time to time for the orderly operation and use of the parking facility            where  the  parking  passes  are  located,  including  any  sticker  or  other  identification  system            established by Landlord, Tenant's cooperation in seeing that Tenant's employees and visitors also            comply with such rules and regulations, and Tenant not being in default under this Lease.  Landlord            specifically reserves the right to (i) designate certain areas of the parking facility as reserved for            certain occupants or visitors, or (ii) change the size, configuration, design, layout and all other            aspects  of  the  Project  parking  facility  at  any  time  and  Tenant  acknowledges  and  agrees  that            Landlord may, without incurring any liability to Tenant and without any abatement of rent under            this Lease, from time to time, close-off or restrict access to the Project parking facility for purposes            of  permitting  or  facilitating  any  such  construction,  alteration  or  improvements.   In  addition,            Landlord hereby reserves the right to implement unreserved parking charges after the initial Lease            Term.  Landlord may, from time to time, relocate any reserved parking spaces (if any) rented by            Tenant to another location in the Project parking facility but in a reasonable distance from the            Premises.  Landlord may delegate its responsibilities hereunder to a parking operator or a lessee            of the parking facility in which case such parking operator or lessee shall have all the rights of            control attributed hereby to the Landlord.  The parking passes rented by Tenant pursuant to this                                                                                                                                             -21-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         Article 23 are provided to Tenant solely for use by Tenant's own personnel and such passes may            not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord's prior            approval.  Tenant's visitor parking shall be free of charge during the initial Term.                                               ARTICLE 24                                              WAIVER                   No waiver by Landlord of any provision of this Lease shall be deemed to be a waiver of            any  other  provision  hereof  or  of  any  subsequent  breach  by  Tenant  of  the  same  or  any  other            provision.  No provision of this Lease may be waived by Landlord, except by an instrument in            writing executed by Landlord.  Landlord's consent to or approval of any act by Tenant requiring            Landlord's  consent  or  approval  shall  not  be  deemed  to  render  unnecessary  the  obtaining  of            Landlord's consent to or approval of any subsequent act of Tenant, whether or not similar to the            act so consented to or approved.  No act or thing done by Landlord or Landlord's agents during the            Term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement            to accept such surrender shall be valid unless in writing and signed by Landlord.  The subsequent            acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding            breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant            to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach            at the time of acceptance of such rent.  Any payment by Tenant or receipt by Landlord of an amount            less than the total amount then due hereunder shall be deemed to be in partial payment only thereof            and not a waiver of the balance due or an accord and satisfaction, notwithstanding any statement            or  endorsement  to  the  contrary  on  any  check  or  any  other  instrument  delivered  concurrently            therewith  or  in  reference  thereto.   Accordingly,  Landlord  may  accept  any  such  amount  and            negotiate any such check without prejudice to Landlord's right to recover all balances due and            owing  and  to  pursue  its  other  rights  against  Tenant  under  this  Lease,  regardless  of  whether            Landlord makes any notation on such instrument of payment or otherwise notifies Tenant that such            acceptance or negotiation is without prejudice to Landlord's rights.                                              ARTICLE 25                                      ESTOPPEL CERTIFICATE                   Tenant shall, at any time and from time to time, upon not less than ten (10) days' prior            written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing            certifying the following information, (but not limited to the following information in the event            further information is requested by Landlord):  (i) that this Lease is unmodified and in full force            and effect (or, if modified, stating the nature of such modification and certifying that this Lease,            as modified, is in full force and effect); (ii) the dates to which the rental and other charges are paid            in advance, if any; (iii) the amount of Tenant's security deposit, if any; and (iv) acknowledging            that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,            and no events or conditions then in existence which, with the passage of time or notice or both,            would constitute a default on the part of Landlord hereunder, or specifying such defaults, events            or conditions, if any are claimed.  It is expressly understood and agreed that any such statement            may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the Real            Property.  Tenant's failure to deliver such statement within such time shall constitute an admission            by Tenant that all statements contained therein are true and correct.  Furthermore, if Tenant fails            to timely deliver an estoppel certificate to Landlord pursuant to the terms of this Article 25, then            without limiting any other rights and remedies of Landlord, Landlord shall have the right to charge            Tenant an amount equal to $500 per day for each day thereafter until Tenant delivers to Landlord            an estoppel certificate pursuant to the terms hereof.  Tenant acknowledges and agrees that (A) such            charge  compensates  Landlord  for  the  administrative  costs  caused  by  the  delinquency,  and            (B) Landlord's damage would be difficult to compute and the amount stated above represents a            reasonable estimate of such damage.  Tenant hereby irrevocably appoints Landlord as Tenant's            attorney-in-fact and in Tenant's name, place and stead to execute any and all documents described            in this Article 25 if Tenant fails to do so within the specified time period.                                              ARTICLE 26                                      LIABILITY OF LANDLORD                   Notwithstanding  anything  in  this  Lease  to  the  contrary,  any  remedy  of  Tenant  for  the            collection of a judgment (or other judicial process) requiring the payment of money by Landlord            in the event of any default by Landlord hereunder or any claim, cause of action or obligation,            contractual, statutory or otherwise by Tenant against Landlord or the Landlord Parties concerning,                                                                                                                                             -22-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         arising out of or relating to any matter relating to this Lease and all of the covenants and conditions            or any obligations, contractual, statutory, or otherwise set forth herein, shall be limited solely and            exclusively to an amount which is equal to the lesser of (i) the interest of Landlord in and to the            Project, and (ii) the interest Landlord would have in the Project if the Project were encumbered by            third party debt in an amount equal to ninety percent (90%) of the then current value of the Project            (as such value is reasonably determined by Landlord).  No other property or assets of Landlord or            any  Landlord Party shall be subject to levy, execution or other enforcement procedure for the            satisfaction of Tenant's remedies under or with respect to this Lease, Landlord's obligations to            Tenant,  whether  contractual,  statutory  or  otherwise,  the  relationship  of  Landlord  and  Tenant            hereunder, or Tenant's use or occupancy of the Premises.                                              ARTICLE 27                                      INABILITY TO PERFORM                   This  Lease  and  the  obligations  of  Tenant  hereunder  shall  not  be  affected  or  impaired            because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if            such  inability  or  delay  is  caused  by  reason  of  any  prevention,  delay,  stoppage  due  to  strikes,            lockouts, acts of God, terrorism, evacuation or any other cause previously, or at such time, beyond            the  reasonable  control  or  anticipation  of  Landlord  (collectively,  a  "Force  Majeure")  and            Landlord's  obligations  under  this  Lease  shall  be  forgiven  and  suspended  by  any  such  Force            Majeure.                                              ARTICLE 28                                        HAZARDOUS WASTE                   (a)   Tenant  shall  not  cause  or  permit  any  Hazardous  Material  (as  defined  in            Section 28(d) below) to be brought, kept or used in or about the Project by Tenant, its agents,            employees, contractors, or invitees.  Tenant indemnifies Landlord and the Landlord Parties from            and against any breach by Tenant of the obligations stated in the preceding sentence, and agrees            to defend and hold Landlord and the Landlord Parties harmless from and against any and all claims,            judgments,  damages,  penalties, fines,  costs, liabilities, or losses  (including,  without limitation,            diminution in value of the Project, damages for the loss or restriction or use of rentable or usable            space or of any amenity of the Project, damages arising from any adverse impact or marketing of            space in the Project, and sums paid in settlement of claims, attorneys' fees and costs, consultant            fees, and expert fees) which arise during or after the Term of this Lease as a result of such breach.             This indemnification of Landlord and the Landlord Parties by Tenant includes, without limitation,            costs incurred in connection with any investigation of site conditions or any cleanup, remedial,            removal,  or  restoration  work  required  by  any  federal,  state,  or  local  governmental  agency  or            political subdivision because of Hazardous Material present in the soil or ground water on or under            the Project.  Without limiting the foregoing, if the presence of any Hazardous Material on the            Project caused or permitted by Tenant results in any contamination of the Project, then subject to            the provisions of Articles 9, 10 and 11 hereof, Tenant shall promptly take all actions at its sole            expense as are necessary to return the Project to the condition existing prior to the introduction of            any such Hazardous Material and the contractors to be used by Tenant for such work must be            approved by Landlord, which approval shall not be unreasonably withheld so long as such actions            would not potentially have any material adverse long-term or short-term effect on the Project and            so long as such actions do not materially interfere with the use and enjoyment of the Project by the            other tenants thereof; provided however, Landlord shall also have the right, by written notice to            Tenant, to directly undertake any such mitigation efforts with regard to Hazardous Materials in or            about the Project due to Tenant's breach of its obligations pursuant to this Section 28(a), and to            charge Tenant, as Additional Rent, for the costs thereof.                   (b)   Landlord and Tenant acknowledge that Landlord may become legally liable for the            costs of complying with Laws (as defined in Section 28(e) below) relating to Hazardous Material            which  are  not  the  responsibility  of  Landlord  or  the  responsibility  of  Tenant,  including  the            following:  (i) Hazardous Material present in the soil or ground water on the Project of which            Landlord has no knowledge as of the effective date of this Lease; (ii) a change in Laws which            relate to Hazardous Material which make that Hazardous Material which is present on the Real            Property as of the effective date of this Lease, whether known or unknown to Landlord, a violation            of such new Laws; (iii) Hazardous Material that migrates, flows, percolates, diffuses, or in any            way moves on to, or under, the Project after the effective date of this Lease; or Hazardous Material            present on or under the Project as a result of any discharge, dumping or spilling (whether accidental            or otherwise) on the Project by other lessees of the Project or their agents, employees, contractors,                                                                                                                                             -23-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         or invitees, or by others.  Accordingly, Landlord and Tenant agree that the cost of complying with            Laws relating to Hazardous Material on the Project for which Landlord is legally liable and which            are  paid  or  incurred  by  Landlord  shall  be  an  Operating  Cost  (and  Tenant  shall  pay  Tenant's            Proportionate Share thereof in accordance with Article 3) unless the cost of such compliance as            between  Landlord  and  Tenant,  is  made  the  responsibility  of  Tenant  pursuant  to  Section 28(a)            above.  To the extent any such Operating Cost relating to Hazardous Material is subsequently            recovered or reimbursed through insurance, or recovery from responsible third parties or other            action, Tenant shall be entitled to a proportionate reimbursement to the extent it has paid its share            of such Operating Cost to which such recovery or reimbursement relates.                   (c)   It shall not be unreasonable for Landlord to withhold its consent to any proposed            Transfer if (i) the proposed transferee's anticipated use of the Premises involves the generation,            storage, use, treatment, or disposal of Hazardous Material; (ii) the proposed Transferee has been            required  by  any  prior  landlord,  lender,  or  governmental  authority  to  take  remedial  action  in            connection with Hazardous Material contaminating a property if the contamination resulted from            such Transferee's actions or use of the property in question; or (iii) the proposed Transferee is            subject to an enforcement order issued by any governmental authority in connection with the use,            disposal, or storage of a Hazardous Material.                   (d)   As used herein,  the term  "Hazardous  Material" means  any hazardous or toxic            substance, material, or waste which is or becomes regulated by any local governmental authority,            the State of California or the United States Government.  The term "Hazardous Material" includes,            without  limitation,  any  material  or  substance  which  is  (i) defined  as  "Hazardous  Waste,"            "Extremely Hazardous Waste," or "Restricted Hazardous Waste" under Sections 25115, 25117 or            25122.7,  or  listed  pursuant  to  Section 25140,  of  the  California  Health  and  Safety  Code,            Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "Hazardous Substance"            under  Section 25316  of  the  California  Health  and  Safety  Code,  Division 20,  Chapter 6.8            (Carpenter-Presley-Tanner  Hazardous  Substance  Account  Act),  (iii) defined  as  a  "Hazardous            Material," "Hazardous Substance," or "Hazardous Waste" under Section 25501 of the California            Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans            and Inventory), (iv) defined as a "Hazardous Substance" under Section 25281 of the California            Health  and  Safety  Code,  Division 20,  Chapter 6.7  (Underground  Storage  of  Hazardous            Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 or defined as Hazardous or            extremely  hazardous  pursuant  to  Article 11  of  Title 22  of  the  California  Administrative  Code,            Division 4, Chapter 20, (viii) designated as a "Hazardous Substance" pursuant to Section 311 of            the Federal Water Pollution Control Act (33 U.S.C. §1317), (ix) defined as a "Hazardous Waste"            pursuant  to  Section 1004  of  the  Federal  Resource  Conservation  and  Recovery  Act,  42 U.S.C.            §6901 et seq. (42 U.S.C. §6903), or (x) defined as a "Hazardous Substance" pursuant to Section            101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.            §9601 et seq. (42 U.S.C. §9601).                   (e)   As used herein, the term "Laws" means any applicable federal, state or local law,            ordinance,  or  regulation  relating  to  any  Hazardous  Material  affecting  the  Project,  including,            without limitation, the laws, ordinances, and regulations referred to in Section 28(d) above.                                              ARTICLE 29                        SURRENDER OF PREMISES; REMOVAL OF PROPERTY                   (a)   The voluntary or other surrender of this Lease by Tenant to Landlord, or a mutual            termination hereof, shall not work a merger, and shall at the option of Landlord, operate as an            assignment to it of any or all subleases or subtenancies affecting the Premises.                   (b)   Upon the expiration of the Term of this Lease, or upon any earlier termination of            this Lease, Tenant shall quit and surrender possession of the Premises to Landlord in good order            and condition, reasonable wear and tear and repairs which are Landlord's obligation excepted, and            shall, without expense to Landlord, remove or cause to be removed from the Premises all debris            and  rubbish,  all  furniture,  equipment,  business  and  trade  fixtures,  free-standing  cabinet  work,            moveable partitioning, telephone and data cabling and other articles of personal property in the            Premises except to the extent (i) Landlord elects by notice to Tenant to exercise its option to have            any subleases or subtenancies assigned to it, and/or (ii) Landlord elects by notice to Tenant not to            require Tenant to remove any data cabling servicing the Premises (in which event Tenant shall pay            to  Landlord  the  estimated  cost  [as  determined  by  Landlord]  to  be  incurred  by  Landlord  in            connection  with  removing said  data  cabling  within  three  (3)  business  days  following  written                                                                                                                                             -24-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         demand therefor from Landlord).  Tenant shall be responsible for the cost to repair all damage to            the Premises resulting from the removal of any of such items from the Premises, provided that            Landlord shall have the right to either (I) cause Tenant to perform said repair work, or (II) perform            said  repair  work  itself,  at  Tenant's  expense  (with  any  such  costs  incurred  by  Landlord  to  be            reimbursed  by  Tenant  to  Landlord  within  three  (3)  business  days  following  written  demand            therefor from Landlord).                   (c)   Whenever Landlord shall reenter the Premises as provided in Article 20 hereof, or            as  otherwise provided in this  Lease, any property  of Tenant  not  removed by Tenant  upon the            expiration of the Term of this Lease (or within forty-eight (48) hours after a termination by reason            of Tenant's default), as provided in this Lease, shall be considered abandoned and Landlord may            remove any or all of such items and dispose of the same in any manner or store the same in a public            warehouse or elsewhere for the account and at the expense and risk of Tenant, and if Tenant shall            fail to pay the cost of storing any such property after it has been stored for a period of thirty (30)            days or more, Landlord may sell any or all of such property at public or private sale, in such manner            and at such times and places as Landlord, in its sole discretion, may deem proper, without notice            to or demand upon Tenant, for the payment of all or any part of such charges or the removal of            any such property, and shall apply the proceeds of such sale as follows:  first, to the cost and            expense of such sale, including reasonable attorneys' fees and costs for services rendered; second,            to the payment of the cost of or charges for storing any such property; third, to the payment of any            other sums of money which may then or thereafter be due to Landlord from Tenant under any of            the terms hereof; and fourth, the balance, if any, to Tenant.                   (d)   All fixtures, Tenant Improvements, Alterations and/or appurtenances attached to or            built into the Premises prior to or during the Term, whether by Landlord or Tenant and whether at            the expense of Landlord or Tenant, or of both, shall be and remain part of the Premises and shall            not be removed by Tenant at the end of the Term unless otherwise expressly provided for in this            Lease  or  unless  such  removal  is  required  by  Landlord.   Such  fixtures,  Tenant  Improvements,            Alterations and/or appurtenances shall include but not be limited to:  all floor coverings, drapes,            paneling,  built-in  cabinetry,  molding,  doors,  plumbing  systems,  security  systems,  electrical            systems, lighting systems, all fixtures and outlets for the systems mentioned above and for all            telephone, radio and television purposes, and any special flooring or ceiling installations.                                              ARTICLE 30                                          MISCELLANEOUS                   (a)   SEVERABILITY;  ENTIRE  AGREEMENT.   ANY  PROVISION  OF  THIS            LEASE WHICH SHALL PROVE TO BE INVALID, VOID, OR ILLEGAL SHALL IN NO            WAY AFFECT, IMPAIR OR INVALIDATE ANY OTHER PROVISION HEREOF AND            SUCH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.  THIS            LEASE  AND  THE  EXHIBITS  AND  ANY  ADDENDUM  ATTACHED  HERETO            CONSTITUTE  THE  ENTIRE  AGREEMENT  BETWEEN  THE  PARTIES  HERETO            WITH REGARD TO TENANT'S OCCUPANCY OR USE OF ALL OR ANY PORTION            OF  THE  PROJECT,  AND  NO  PRIOR  AGREEMENT  OR  UNDERSTANDING            PERTAINING TO ANY SUCH MATTER SHALL BE EFFECTIVE FOR ANY PURPOSE.             NO PROVISION OF THIS LEASE MAY BE AMENDED OR SUPPLEMENTED EXCEPT            BY AN AGREEMENT IN WRITING SIGNED BY THE PARTIES HERETO OR THEIR            SUCCESSOR  IN  INTEREST.   THE  PARTIES  AGREE  THAT  ANY  DELETION  OF            LANGUAGE  FROM  THIS  LEASE  PRIOR  TO  ITS  MUTUAL  EXECUTION  BY            LANDLORD  AND  TENANT  SHALL  NOT  BE  CONSTRUED  TO  HAVE  ANY            PARTICULAR  MEANING  OR  TO  RAISE  ANY  PRESUMPTION,  CANON  OF            CONSTRUCTION  OR  IMPLICATION  INCLUDING,  WITHOUT  LIMITATION,  ANY            IMPLICATION  THAT  THE  PARTIES  INTENDED  THEREBY  TO  STATE  THE            CONVERSE, OBVERSE OR OPPOSITE OF THE DELETED LANGUAGE.                   (b)   Attorneys' Fees; Waiver of Jury Trial.                         (i)   In  any  action  to  enforce  the  terms  of  this  Lease,  including  any  suit  by            Landlord for the recovery of rent or possession of the Premises, the losing party shall pay the            successful party a reasonable sum for attorneys' fees and costs in such suit and such attorneys' fees            and costs shall be deemed to have accrued prior to the commencement of such action and shall be            paid whether or not such action is prosecuted to judgment.  Tenant shall also reimburse Landlord            for all costs incurred by Landlord in connection with enforcing its rights under this Lease against                                                                                                                                             -25-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         Tenant following a bankruptcy by Tenant or otherwise, including, without limitation, legal fees,            experts' fees and expenses, court costs and consulting fees.                         (ii)  Should Landlord, without fault on Landlord's part, be made a party to any            litigation instituted by Tenant or by any third party against Tenant, or by or against any person            holding under or using the Premises by license of Tenant, or for the foreclosure of any lien for            labor or material furnished to or for Tenant or any such other person or otherwise arising out of or            resulting from any act or transaction of Tenant or of any such other person, Tenant covenants to            save and hold Landlord harmless from any judgment rendered against Landlord or the Premises or            any part thereof and from all costs and expenses, including reasonable attorneys' fees and costs            incurred by Landlord in connection with such litigation.                         (iii) TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY            WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC            PERFORMANCE OF ANY PROVISION OF THIS LEASE, FOR DAMAGES FOR ANY            BREACH  UNDER  THIS  LEASE,  OR  OTHERWISE  FOR  ENFORCEMENT  OF  ANY            RIGHT OR REMEDY HEREUNDER.                   (c)   Time of Essence.  Each of Tenant's covenants herein is a condition and time is of            the essence with respect to the performance of every provision of this Lease.                   (d)   Headings; Joint and Several.  The article headings contained in this Lease are for            convenience only and do not in any way limit or amplify any term or provision hereof.  The terms            "Landlord" and "Tenant" as used herein shall include the plural as well as the singular, the neuter            shall include the masculine and feminine genders and the obligations herein imposed upon Tenant            shall be joint and several as to each of the persons, firms or corporations of which Tenant may be            composed.                   (e)   Reserved Area.  Tenant hereby acknowledges and agrees that the exterior walls of            the Premises and the area between the finished ceiling of the Premises and the slab of the floor of            the Project thereabove have not been demised hereby and the use thereof together with the right to            install, maintain, use, repair and replace pipes, ducts, conduits, wiring and cabling leading through,            under  or  above  the  Premises  or  throughout  the  Project  in  locations  which  will  not  materially            interfere  with  Tenant's  use  of  the  Premises  and  serving  other  parts  of  the  Project  are  hereby            excepted and reserved unto Landlord.                   (f)   NO OPTION.  THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS            AGENT OR REPRESENTATIVE FOR EXAMINATION OR EXECUTION BY TENANT            DOES NOT CONSTITUTE AN OPTION OR OFFER TO LEASE THE PREMISES UPON            THE  TERMS  AND  CONDITIONS  CONTAINED      HEREIN  OR  A  RESERVATION  OF            THE PREMISES IN FAVOR OF TENANT, IT BEING INTENDED HEREBY THAT THIS            LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY            LANDLORD AND TENANT AND DELIVERY OF A FULLY EXECUTED LEASE TO            TENANT.                   (g)   Use of Project Name; Improvements.  Tenant shall not be allowed to use the name,            picture or representation of the Project, or words to that effect, in connection with any business            carried on in  the Premises  or otherwise (except  as  Tenant's address) without the prior written            consent of Landlord.  In the event that Landlord undertakes any additional improvements on the            Real  Property  including  but  not  limited  to  new  construction  or  renovation  or  additions  to  the            existing improvements, Landlord shall not be liable to Tenant for any noise, dust, vibration or            interference with access to the Premises or disruption in Tenant's business caused thereby.                   (h)   Rules and Regulations.  Tenant shall observe faithfully and comply strictly with the            rules and regulations ("Rules and Regulations") attached to this Lease as Exhibit "B" and made            a part hereof, and such other Rules and Regulations as Landlord may from time to time reasonably            adopt for the safety, care and cleanliness of the Project, the facilities thereof, or the preservation            of good order therein.  Landlord shall not be liable to Tenant for violation of any such Rules and            Regulations, or for the breach of any covenant or condition in any lease by any other tenant in the            Project.  A waiver by Landlord of any Rule or Regulation for any other tenant shall not constitute            nor be deemed a waiver of the Rule or Regulation for this Tenant.                                                                                                                                             -26-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                               (i)   Quiet Possession.  Upon Tenant's paying the Basic Rental, Additional Rent and            other sums provided hereunder and observing and performing all of the covenants, conditions and            provisions  on  Tenant's  part  to  be  observed  and  performed  hereunder,  Tenant  shall  have  quiet            possession of the Premises for the entire Term hereof, subject to all of the provisions of this Lease.                   (j)   Rent.  All payments required to be made hereunder to Landlord shall be deemed to            be rent, whether or not described as such.                   (k)   Successors and Assigns.  Subject to the provisions of Article 15 hereof, all of the            covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the            benefit of the parties hereto and their respective heirs, personal representatives, successors and            assigns.                   (l)   Notices.  Any notice required or permitted to be given hereunder shall be in writing            and may be given by personal service evidenced by a signed receipt (or refusal to accept delivery)            or sent by registered or certified mail, return receipt requested, or via overnight courier, and shall            be effective upon proof  of delivery  (or refusal  to accept  delivery), addressed to  Tenant  at  the            Premises or to Landlord as follows:                           BRE CA OFFICE OWNER LLC                        c/o EQ Office                        19191 South Vermont, Suite 100                        Torrance, California 90502                        Attn:  Regional Finance Group – MLA                         with copies to:                         BRE CA OFFICE OWNER LLC                        c/o EQ Office                        3100 Bristol Street, Suite 200                        Costa Mesa, California 92626                        Attn:  Managing Counsel                         and:                         BRE CA OFFICE OWNER LLC                        c/o EQ Office                        233 South Wacker Drive, Suite 4700                        Chicago, IL 60606                        Attn:  Lease Administration             Either party may by notice to the other specify a different address for notice purposes except that,            upon Tenant's taking possession of the Premises, the Premises shall constitute Tenant's address for            notice purposes.  A copy of all notices to be given to Landlord hereunder shall be concurrently            transmitted by Tenant to such party hereafter designated by notice from Landlord to Tenant.  Any            notices sent by Landlord regarding or relating to eviction procedures, including without limitation            three (3) day notices, may be sent by regular mail.                   (m)   Persistent Delinquencies.  In the event that Tenant shall be delinquent by more than            fifteen (15) days in the payment of rent on three (3) separate occasions in any twelve (12) month            period, Landlord shall have the right to terminate this Lease by thirty (30) days written notice given            by Landlord to Tenant within thirty (30) days of the last such delinquency.                   (n)   Right of Landlord to Perform.  All covenants and agreements to be performed by            Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and            expense and without any abatement of rent.  If Tenant shall fail to pay any sum of money, other            than rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be            performed hereunder, and such failure shall continue beyond any applicable cure period set forth            in this Lease, Landlord may, but shall not be obligated to, without waiving or releasing Tenant            from any obligations of Tenant, make any such payment or perform any such other act on Tenant's            part to be made or performed as is in this Lease provided.  All sums so paid by Landlord and all            reasonable incidental costs, together with interest thereon at the rate specified in Section 20(e)            above from the date of such payment by Landlord, shall be payable to Landlord on demand and            Tenant covenants to pay any such sums, and Landlord shall have (in addition to any other right or                                                                                                                                             -27-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         remedy of  Landlord) the same rights and remedies in the event of the nonpayment thereof by            Tenant as in the case of default by Tenant in the payment of the rent.                   (o)   Access, Changes in Project, Facilities, Name.                         (i)   Every part of the Project except the inside surfaces of all walls, windows            and doors bounding the Premises (including exterior building walls, the rooftop, core corridor            walls and doors and any core corridor entrance), and any space in or adjacent to the Premises or            within  the  Project  used  for  shafts,  stacks,  pipes,  conduits,  fan  rooms,  ducts,  electric  or  other            utilities, sinks or other building facilities, and the use thereof, as well as access thereto through the            Premises  for  the  purposes  of  operation,  maintenance,  decoration  and  repair,  are  reserved  to            Landlord.                         (ii)  Landlord  reserves  the  right,  without  incurring  any  liability  to  Tenant            therefor, to make such changes in or to the Project and the fixtures and equipment thereof, as well            as  in  or  to  the  street  entrances,  halls,  passages,  elevators,  stairways  and  other  improvements            thereof, as it may deem necessary or desirable.                         (iii) Landlord may adopt any name for the Project and Landlord reserves the            right, from time to time, to change the name and/or address of the Project at any time.                   (p)   Signing  Authority.   If  Tenant  is  a  corporation,  partnership  or  limited  liability            company, each individual executing this Lease on behalf of said entity represents and warrants            that he or she is  duly  authorized to  execute and deliver this  Lease on behalf of said  entity in            accordance with:  (i) if Tenant is a corporation, a duly adopted resolution of the Board of Directors            of  said  corporation  or  in  accordance  with  the  By-laws  of  said  corporation,  (ii) if  Tenant  is  a            partnership,  the  terms  of  the  partnership  agreement,  and  (iii) if  Tenant  is  a  limited  liability            company, the terms of its operating agreement, and that this Lease is binding upon said entity in            accordance  with  its  terms.   Concurrently  with  Tenant's  execution  of  this  Lease,  Tenant  shall            provide to Landlord a copy of:  (A) if Tenant is a corporation, such resolution of the Board of            Directors authorizing the execution of this Lease on behalf of such corporation, which copy of            resolution shall be duly certified by the secretary or an assistant secretary of the corporation to be            a true copy of a resolution duly adopted by the Board of Directors of said corporation and shall be            in a form reasonably acceptable to Landlord, (B) if Tenant is a partnership, a copy of the provisions            of  the  partnership  agreement  granting  the  requisite  authority  to  each  individual  executing  this            Lease on behalf of said partnership, and (C) if Tenant is a limited liability company, a copy of the            provisions of its operating agreement granting the requisite authority to each individual executing            this Lease on behalf of said limited liability company.  In the event Tenant fails to comply with            the requirements set forth in this subparagraph (p), then each individual executing this Lease shall            be personally liable, jointly and severally along with Tenant, for all of Tenant's obligations in this            Lease.                   (q)   Identification of Tenant.                         (i)   If Tenant constitutes more than one person or entity, (A) each of them shall            be  jointly  and  severally  liable  for  the  keeping,  observing  and  performing  of  all  of  the  terms,            covenants, conditions and provisions of this Lease to be kept, observed and performed by Tenant,            (B) the  term  "Tenant"  as  used  in  this  Lease  shall  mean  and  include  each  of  them  jointly  and            severally, and (C) the act of or notice from, or notice or refund to, or the signature of, any one or            more of them, with respect to the tenancy of this Lease, including, but not limited to, any renewal,            extension, expiration, termination or modification of this Lease, shall be binding upon each and            all of the persons or entities executing this Lease as Tenant with the same force and effect as if            each and all of them had so acted or so given or received such notice or refund or so signed.                         (ii)  If  Tenant is  a  partnership  (or  is  comprised  of  two  or  more  persons,            individually  and  as  co-partners  of  a  partnership)  or  if  Tenant's  interest  in  this  Lease  shall  be            assigned  to  a  partnership  (or  to  two  or  more  persons,  individually  and  as  co-partners  of  a            partnership)  pursuant  to  Article 15  hereof  (any  such  partnership  and  such  persons  hereinafter            referred to in this Section 30(q)(ii) as "Partnership Tenant"), the following provisions of this            Lease shall apply to such Partnership Tenant:                               (A)   The liability of each of the parties comprising Partnership Tenant            shall be joint and several.                                                                                                                                             -28-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                           (B)   Each of the parties comprising Partnership Tenant hereby consents            in advance to, and agrees to be bound by, any written instrument which may hereafter be executed,            changing, modifying or discharging this Lease, in whole or in part, or surrendering all or any part            of the Premises to the Landlord, and by notices, demands, requests or other communication which            may hereafter be given, by the individual or individuals authorized to execute this Lease on behalf            of Partnership Tenant under Subparagraph (p) above.                               (C)   Any  bills,  statements,  notices,  demands,  requests  or  other            communications  given  or  rendered  to  Partnership  Tenant  or  to  any  of  the  parties  comprising            Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such parties            and shall be binding upon Partnership Tenant and all such parties.                               (D)   If Partnership Tenant admits new partners, all of such new partners            shall, by their admission to Partnership Tenant, be deemed to have assumed performance of all of            the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed.                               (E)   Partnership  Tenant  shall  give  prompt  notice  to  Landlord  of  the            admission of any such new partners, and, upon demand of Landlord, shall cause each such new            partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein            each such new partner shall assume performance of all of the terms, covenants and conditions of            this  Lease  on  Partnership  Tenant's  part  to  be  observed  and  performed  (but  neither  Landlord's            failure to request any such agreement nor the failure of any such new partner to execute or deliver            any  such  agreement  to  Landlord  shall  terminate  the  provisions  of  clause (D)  of  this            Section 30(q)(ii) or relieve any such new partner of its obligations thereunder).                   (r)   Intentionally Deleted.                   (s)   Survival of Obligations.  Any obligations of Tenant occurring prior to the expiration            or earlier termination of this Lease shall survive such expiration or earlier termination.                   (t)   Confidentiality.  Tenant acknowledges that the content of this Lease and any related            documents are confidential information.  Tenant shall keep such confidential information strictly            confidential and shall not disclose such confidential information to any person or entity other than            Tenant's financial, legal and space planning consultants and any proposed Transferees.                   (u)   Governing Law.  This Lease shall be governed by and construed in accordance with            the laws of the State of California.  No conflicts of law rules of any state or country (including,            without limitation, California conflicts of law rules) shall be applied to result in the application of            any substantive or procedural laws of any state or country other than California.  All controversies,            claims,  actions  or  causes  of  action  arising  between  the  parties  hereto  and/or  their  respective            successors  and  assigns,  shall  be  brought,  heard  and  adjudicated  by  the  courts  of  the  State  of            California, with venue in the county in which the Project is located.  Each of the parties hereto            hereby consents to personal jurisdiction by the courts of the State of California in connection with            any such controversy, claim, action or cause of action, and each of the parties hereto consents to            service of process by any means authorized by California law and consent to the enforcement of            any judgment so obtained in the courts of the State of California on the same terms and conditions            as if such controversy, claim, action or cause of action had been originally heard and adjudicated            to a final judgment in such courts.  Each of the parties hereto further acknowledges that the laws            and courts of California were freely and voluntarily chosen to govern this Lease and to adjudicate            any claims or disputes hereunder.                   (v)   Office of Foreign Assets Control.  Tenant certifies to Landlord that (i) Tenant is not            entering into this Lease, nor acting, for or on behalf of any person or entity named as a terrorist or            other banned or blocked person or entity pursuant to any law, order, rule or regulation of the United            States  Treasury  Department  or  the  Office  of  Foreign  Assets  Control,  and  (ii) Tenant  shall  not            assign this Lease or sublease to any such person or entity or anyone acting on behalf of any such            person or entity.  Landlord shall have the right to conduct all reasonable searches in order to ensure            compliance with the foregoing.  Tenant hereby agrees to indemnify, defend and hold Landlord and            the Landlord Parties harmless from any and all claims arising from or related to any breach of the            foregoing certification.                   (w)   Financial Statements.   Within  ten (10) days  after Tenant's  receipt of  Landlord's            written request but no more frequently than once per calendar year, Tenant shall provide Landlord                                                                                                                                             -29-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         with current financial statements of Tenant and financial statements for the three (3) calendar or            fiscal  years (if Tenant's  fiscal  year is other than a calendar  year) prior to the current financial            statement year.  Any such statements shall be prepared in accordance with generally accepted            accounting principles and, if the normal practice of Tenant, shall be audited by an independent            certified public accountant.                   (x)   Exhibits.  The Exhibits attached hereto are incorporated herein by this reference as            if fully set forth herein.                   (y)   Independent Covenants.  This Lease shall be construed as though the covenants            herein  between  Landlord  and  Tenant  are  independent  (and  not  dependent)  and  Tenant  hereby            expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to            perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform            any acts hereunder at Landlord's expense or to set off of any of the rent or other amounts owing            hereunder against Landlord.                   (z)   Counterparts.  This Lease may be executed in counterparts, each of which shall be            deemed an original, but such counterparts, when taken together, shall constitute one agreement.                   (aa)  Non-Discrimination.  Tenant herein covenants that Tenant and its heirs, executors,            administrators and assigns, and all persons claiming under or through Tenant, and this Lease is            made and accepted upon and subject to the following conditions:                         "That there shall be no discrimination against or segregation of any                        person or group of persons on account of race, color, creed, religion,                        sex,  marital  status,  national  origin  or  ancestry,  in  the  leasing,                        subleasing, transferring, use, occupancy, tenure or enjoyment of the                        Premises, nor shall Tenant, or any person claiming under or through                        Tenant,  establish  or  permit  any  such  practice  or  practices  of                        discrimination  or  segregation  with  reference  to  the  selection,                        location,  number,  use  or  occupancy  of  tenants,  subtenants  or                        vendees in the Premises."                   (bb)  California  Certified  Access  Specialist  Inspection.  Pursuant  to  California  Civil            Code §1938, Landlord hereby states that the Premises have not undergone inspection by a Certified            Access Specialist (CASp) (defined in California Civil Code §55.52(a)(3)).  Pursuant to Section            1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant:            "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the            subject  premises  comply  with  all  of  the  applicable  construction-related  accessibility  standards            under state law.  Although state law does not require a CASp inspection of the subject premises,            the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a            CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or            tenant, if requested by the lessee or tenant.  The parties shall mutually agree on the arrangements            for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection,            and  the  cost  of  making  any  repairs  necessary  to  correct  violations  of  construction  related            accessibility standards within the premises."  If Tenant requests to perform a CASp inspection of            the Premises, (i) Tenant  shall, at  its cost,  retain a CASp  approved by  Landlord (provided that            Landlord may designate the CASp, at Landlord’s option) to perform the inspection of the Premises            at a time agreed upon by the parties, (ii) Tenant shall provide Landlord with a copy of any report            or certificate issued by the CASp (the "CASp Report"), and (iii) Tenant shall, at its cost, promptly            complete any modifications necessary to correct violations of construction related accessibility            standards identified in the CASp Report, which modifications will be completed as part of the            Improvements or as an Alteration, as applicable, notwithstanding anything to the contrary in this            Lease.  Tenant agrees to keep the information in the CASp Report confidential except as necessary            for the Tenant to complete such modifications.                   (cc)  Pet-Friendly Environment.  Notwithstanding any contrary provision of this Lease,            Landlord, at its option and in its sole and absolute discretion, may permit tenants of the Project to            bring  dogs  and  other  pets  into  the  Project,  subject  to  such  rules,  regulations,  policies  and            procedures as Landlord may establish in good faith from time to time in order to promote a pet-           friendly work environment consistent with a contemporary, first-class office project (collectively            "Pet-Friendly Rules").  Tenant acknowledges and agrees that the presence of dogs and other pets            in the Project in conformity with Pet-Friendly Rules will not be incompatible with a first-class                                                                                                                                             -30-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         office project and will not breach any covenant or quiet enjoyment or other obligation of Landlord            under or relating to this Lease.  Tenant shall comply with any Pet-Friendly Rules established by            Landlord from time to time.  For the avoidance of doubt, Tenant shall not bring into the Project or            the Premises any dog or other pet (other than a service animal legally required to be admitted)            unless and except to the extent, if any, that such activity is permitted under any then-existing Pet-           Friendly Rules.                   (dd)  Relocation Allowance.  Landlord hereby agrees to reimburse Tenant for costs up to            $8,687.00 (based on $1.00 per rentable square foot of the Premises) (the "Relocation Allowance")            that  Tenant  actually  incurs  in  relocating  from  Tenant's  current  office  space  to  the  Premises            (collectively "Moving Costs").  Landlord shall reimburse Tenant for Moving Costs within thirty            (30) days after the later of (i) Landlord's receipt of invoices evidencing Tenant's Moving Costs,            and  (ii)  the  Commencement  Date.  Notwithstanding  the  foregoing,  upon  written  notice  to            Landlord,  Tenant  may  elect  to  apply  all  or  any  portion  of  the  Relocation  Allowance  (A) to            reimburse Tenant for costs incurred for furniture, fixtures or equipment ("FF&E") to be installed            in the Premises, or (B) as a credit against Tenant's monthly Basic Rental obligation.  In the event            Tenant elects to apply the Relocation Allowance to reimburse Tenant for FF&E, Landlord shall            reimburse Tenant  for FF&E within thirty  (30) days after the later of  (1)  Landlord's  receipt of            invoices evidencing Tenant's FF&E costs, and (2) the Commencement Date.  If Tenant elects to            apply all or any portion of the Relocation Allowance as a credit against monthly Basic Rental,            such credit shall be applied as a credit toward Tenant's monthly Basic Rental obligation for the            third (3rd) full  calendar  month of the Term.   In  no event  shall  Landlord  be obligated to  make            disbursements  pursuant  to  this  Section 30(dd) in a total  amount which exceeds  the Relocation            Allowance and in no event shall Tenant be entitled to any credit for any portion of the Relocation            Allowance not used by Tenant or applied as a credit against monthly Basic Rental within ninety            (90) days after the Commencement Date.                                              ARTICLE 31                                        OPTION TO EXTEND                   (a)   Option  Right.   Landlord  hereby  grants  the  Tenant  named  in  this  Lease  (the            "Original Tenant") one (1) option ("Option") to extend the Term for the entire Premises for a            period of five (5) years (an "Option Term"), which Option shall be exercisable only by written            notice delivered by Tenant to Landlord as set forth below.  The rights contained in this Article 31            shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and            not any assignee, sublessee or other transferee of the Original Tenant's interest in this Lease) if the            Original Tenant occupies the entire Premises as of the date of Tenant's Acceptance (as defined in            Section 31(c) below).                   (b)   Option Rent.  The rent payable by Tenant during the Option Term ("Option Rent")            shall be equal to the "Market Rent" (defined below).  "Market Rent" shall mean the applicable            Monthly Basic Rental, and all escalations, Direct Costs, additional rent and other charges at which            tenants, as of the commencement of the Option Term, are entering into leases for non-sublease            space which is not encumbered by expansion rights and which is comparable in size, location and            quality to the Premises in renewal transactions for a term comparable to the Option Term which            comparable space is located in the Development and in office buildings comparable to the Project            in the John Wayne Airport Area of Irvine, California, taking into consideration the value of the            existing  improvements  in  the  Premises  to  Tenant,  as  compared to  the  value  of  the  existing            improvements in such comparable space, with such value to be based upon the age, quality and            layout of the improvements and the extent to which the same could be utilized by Tenant with            consideration given to the fact that the improvements existing in the Premises are specifically            suitable to Tenant.                   (c)   Exercise of Option.  The Option shall be exercised by Tenant only in the following            manner:  (i) Tenant shall not be in default, and shall not have been in default under this Lease more            than once, on the delivery date of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall            deliver written notice ("Interest Notice") to Landlord not more than twelve (12) months nor less            than  nine  (9)  months  prior  to  the  expiration  of  the  Term,  stating  that  Tenant  is  interested  in            exercising  the  Option;  (iii) within  fifteen  (15)  business  days  of  Landlord's  receipt  of  Tenant's            written notice, Landlord shall deliver notice ("Option Rent Notice") to Tenant setting forth the            Option Rent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord            written notice within five (5) business days after receipt of the Option Rent Notice ("Tenant's            Acceptance").  Tenant's failure to deliver the Interest Notice or Tenant's Acceptance on or before                                                                                                                                             -31-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         the dates specified above shall be deemed to constitute Tenant's election not to exercise the Option.             If Tenant timely and properly exercises its Option, the Term shall be extended for the Option Term            upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term            shall be as indicated in the Option Rent Notice.                                              ARTICLE 32                                        SIGNAGE/DIRECTORY                   Provided Tenant is not in default hereunder, Tenant, at Landlord's sole cost and expense,            shall have the right to Project standard suite entry signage and one (1) line in the lobby directory            during the Term.                                                ARTICLE 33                                             FURNITURE                   For  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby            acknowledged,  Landlord hereby transfers to  Tenant  ownership of the  furniture and  equipment            currently located within the Premises and listed on Exhibit "E" attached hereto (collectively, the            "Furniture").   Landlord  has  made  no  representations  or  warranties,  expressed,  implied  or            otherwise regarding the condition or working order of the Furniture and Tenant confirms that it            has  had  the  reasonable  opportunity  to  inventory  and  inspect  the  furniture  and  to  accept  the            Furniture in its "as-is" condition.                                         [ Signature page follows ]                                                                                                                                                                -32-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                               IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Lease,  consisting  of  the            foregoing provisions and Articles, including all exhibits and other attachments referenced therein,            as of the date first above written.             "LANDLORD"                           BRE CA OFFICE OWNER LLC,                                                 a Delaware limited liability company                                                  By:                                                                                      Print Name: Spencer Rose                                                                 Title: Managing Director                                                                                                                                                  "TENANT"                             PHUNWARE, INC.,                                                 a Delaware corporation                                                  By:                                                                                      Print Name: Matt Aune                                                                    Title: Chief Financial Officer                                                            By:                                                                                      Print Name:                                                                              Title:                                                                                                                                                                                                       -33-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                         EXHIBIT "A"                                              PREMISES                                                                                                                                      This Exhibit "A" is provided for informational purposes only and is intended to be only an               approximation  of  the  layout  of  the  Premises  and  shall  not  be  deemed  to  constitute  any               representation by Landlord as to the exact layout or configuration of the Premises.                                                EXHIBIT "A"                                                                                   -1-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                         EXHIBIT "B"                                      RULES AND REGULATIONS                   1.    No sign, advertisement or notice shall be displayed, printed or affixed on or to the            Premises or to the outside or inside of the Project or so as to be visible from outside the Premises            or Project without Landlord's prior written consent.  Landlord shall have the right to remove any            non-approved sign, advertisement or notice, without notice to and at the expense of Tenant, and            Landlord shall not be liable in damages for such removal.  All approved signs or lettering on doors            and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by Landlord or            by a person selected by Landlord and in a manner and style acceptable to Landlord.                   2.    Tenant shall not obtain for use on the Premises ice, waxing, cleaning, interior glass            polishing, rubbish removal, towel or other similar services, or accept barbering or bootblackening,            or coffee cart services, milk, soft drinks or other like services on the Premises, except from persons            authorized by Landlord and at the hours and under regulations fixed by Landlord.  No vending            machines  or  machines  of  any  description  shall  be  installed,  maintained  or  operated  upon  the            Premises without Landlord's prior written consent.                   3.    The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not            be obstructed by Tenant or used for any purpose other than for ingress and egress from Tenant's            Premises.  Under no circumstances is trash to be stored in the corridors.  Notice must be given to            Landlord for any large deliveries.  Furniture, freight and other large or heavy articles, and all other            deliveries may be brought into the Project only at times and in the manner designated by Landlord,            and always at Tenant's sole responsibility and risk.  Landlord may impose reasonable charges for            use of freight elevators after or before normal business hours.  All damage done to the Project by            moving or maintaining such furniture, freight or articles shall be repaired by Landlord at Tenant's            expense.  Tenant shall not take or permit to be taken in or out of entrances or passenger elevators            of the Project, any item normally taken, or which Landlord otherwise reasonably requires to be            taken, in or out through service doors or on freight elevators.  Tenant shall move all supplies,            furniture and equipment as soon as received directly to the Premises, and shall move all waste that            is at any time being taken from the Premises directly to the areas designated for disposal.                   4.    Toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for            any purpose other than for which they were constructed and no foreign substance of any kind            whatsoever shall be thrown therein.                   5.    Tenant shall not overload the floor of the Premises or mark, drive nails, screw or            drill into the partitions, ceilings or floor or in any way deface the Premises.  Tenant shall not place            typed,  handwritten  or  computer  generated  signs  in  the  corridors  or  any  other  common  areas.             Should there be a need for signage additional to the Project standard tenant placard, a written            request shall be made to Landlord to obtain approval prior to any installation.  All costs for said            signage shall be Tenant's responsibility.                   6.    In no event shall Tenant place a load upon any floor of the Premises or portion of            any such flooring exceeding the floor load per square foot of area for which such floor is designed            to carry and which is allowed by law, or any machinery or equipment which shall cause excessive            vibration to the Premises or noticeable vibration to any other part of the Project.  Prior to bringing            any heavy safes, vaults, large computers or similarly heavy equipment into the Project, Tenant            shall inform Landlord in writing of the dimensions and weights thereof and shall obtain Landlord's            consent thereto.  Such consent shall not constitute a representation or warranty by Landlord that            the safe, vault or other equipment complies, with regard to distribution of weight and/or vibration,            with the provisions of this Rule 6 nor relieve Tenant from responsibility for the consequences of            such noncompliance, and any such safe, vault or other equipment which Landlord determines to            constitute a danger of damage to  the Project  or  a nuisance to  other tenants,  either alone or in            combination with other heavy and/or vibrating objects and equipment, shall be promptly removed            by Tenant, at Tenant's cost, upon Landlord's written notice of such determination and demand for            removal thereof.                   7.    Tenant shall not use or keep in the Premises or Project any kerosene, gasoline or            inflammable, explosive or combustible fluid  or material,  or use any method of heating or air-           conditioning other than that supplied by Landlord.                                                EXHIBIT "B"                                                                                   -1-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                               8.    Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the            same shall be affixed to the floor of the Premises in any manner except as approved by Landlord.                   9.    Tenant shall not install or use any blinds, shades, awnings or screens in connection            with any window or door of the Premises and shall not use any drape or window covering facing            any  exterior  glass  surface  other  than  the  standard  drapes,  blinds  or  other  window  covering            established by Landlord.                   10.   Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the            cooling system by closing window coverings when the sun's rays fall directly on windows of the            Premises.   Tenant  shall  not  obstruct,  alter,  or  in  any  way  impair  the  efficient  operation  of            Landlord's  heating,  ventilating  and  air-conditioning  system.   Tenant  shall  not tamper  with  or            change  the  setting  of  any  thermostats  or  control  valves.   Tenant  shall  participate  in  recycling            programs undertaken by Landlord as part of Landlord's sustainability practices including, without            limitation, the sorting and separation of its trash and recycling into such categories as required by            such sustainability practices.                   11.   The Premises shall not be used for manufacturing or for the storage of merchandise            except as such storage may be incidental to the permitted use of the Premises.  Tenant shall not,            without  Landlord's  prior  written  consent,  occupy  or  permit  any  portion  of  the  Premises  to  be            occupied or used for the manufacture or sale of liquor or tobacco in any form, or a barber or            manicure  shop,  or  as  an  employment  bureau.   The  Premises  shall  not  be  used  for  lodging  or            sleeping or for any improper, objectionable or immoral purpose.  No auction shall be conducted            on the Premises.                   12.   Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or            disturb or interfere with occupants of Project or neighboring buildings or premises or those having            business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in            any other way.                   13.   No  vehicles or animals (except as provided in Section 30(cc) of the Lease) of any            kind  shall  be  brought  into  or  kept  in  or  about  the  Premises,  and  no  cooking  shall  be  done  or            permitted by any tenant in the Premises, except that the preparation of coffee, tea, hot chocolate            and similar items for tenants, their employees and visitors shall be permitted.  No tenant shall cause            or permit any unusual or objectionable odors to be produced in or permeate from or throughout            the Premises.  The foregoing notwithstanding, Tenant shall have the right to use a microwave and            to heat microwavable items typically heated in an office.  No hot plates, toasters, toaster ovens or            similar open element cooking apparatus shall be permitted in the Premises unless authorized by            Landlord in writing.                   14.   The sashes, sash doors, skylights, windows and doors that reflect or admit light and            air  into  the  halls,  passageways  or  other  public  places  in  the  Project  shall  not  be  covered  or            obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the window            sills.  All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Project            must be of a quality, type, design and bulb color approved in advance by Landlord.                   15.   No additional locks or bolts of any kind shall be placed upon any of the doors or            windows by any tenant, nor shall any changes be made in existing locks or the mechanisms thereof            unless Landlord is first notified thereof, gives written approval, and is furnished a key therefor.             Each tenant must, upon the termination of his tenancy, give to Landlord all keys and key cards of            stores, offices, or toilets or toilet rooms, either furnished to, or otherwise procured by, such tenant,            and in the event of the loss of any keys so furnished, such tenant shall pay Landlord the cost of            replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem            it necessary to make such change.  If more than two keys for one lock are desired, Landlord will            provide them upon payment therefor by Tenant.  Tenant shall not key or re-key any locks.  All            locks shall be keyed by Landlord's locksmith only.                   16.   Landlord shall have the right to prohibit any advertising by any tenant which, in            Landlord's opinion, tends to impair the reputation of the Project or its desirability as an office            building and upon written notice from Landlord any tenant shall refrain from and discontinue such            advertising.                                                EXHIBIT "B"                                                                                   -2-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                               17.   Landlord  reserves  the  right  to  control  access  to  the  Project  by  all  persons  after            reasonable hours of generally recognized business days and at all hours on Sundays and legal            holidays and may at  all times control access to the equipment areas of the Project outside the            Premises.  Each tenant shall be responsible for all persons for whom it requests after hours access            and shall be liable to Landlord for all acts of such persons.  Landlord shall have the right from time            to time to establish reasonable rules and charges pertaining to freight elevator usage, including the            allocation and reservation of such usage for tenants' initial move-in to their premises, and final            departure therefrom.  Landlord may also establish from time to time reasonable rules and charges            for  accessing  the  equipment  areas  of  the  Project,  including  the  risers,  rooftops  and  telephone            closets.                   18.   Any person employed by any tenant to do janitorial work shall, while in the Project            and outside of the Premises, be subject to and under the control and direction of the Office of the            Project or its designated representative such as security personnel (but not as an agent or servant            of Landlord, and the Tenant shall be responsible for all acts of such persons).                   19.   All doors opening on to public corridors shall be kept closed, except when being            used for ingress and egress.  Tenant shall cooperate and comply with any reasonable safety or            security programs, including fire drills and air raid drills, and the appointment of "fire wardens"            developed  by  Landlord  for  the  Project,  or  required  by  law.   Before  leaving  the  Premises            unattended, Tenant shall close and securely lock all doors or other means of entry to the Premises            and shut off all lights and water faucets in the Premises.                   20.   The  requirements  of  tenants  will  be  attended  to  only  upon  application  to  the            management office of the Project.                   21.   Canvassing, soliciting and peddling in the Project are prohibited and each tenant            shall cooperate to prevent the same.                   22.   All  office  equipment  of  any  electrical  or  mechanical  nature  shall  be  placed  by            tenants in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise            or annoyance.                   23.   No air-conditioning unit or other similar apparatus shall be installed or used by any            tenant without the prior written consent of Landlord.  Tenant shall pay the cost of all electricity            used for air-conditioning in the Premises if such electrical consumption exceeds normal office            requirements,  regardless of whether additional apparatus  is  installed pursuant  to  the preceding            sentence.                   24.   There shall not be used in any space, or in the public halls of the Project, either by            any tenant or others, any hand trucks except those equipped with rubber tires and side guards.                   25.   All electrical ceiling fixtures hung in offices or spaces along the perimeter of the            Project must be fluorescent and/or of a quality, type, design and bulb color approved by Landlord.             Tenant shall not permit the consumption in the Premises of more than 21⁄2 watts per net usable            square foot in the Premises in respect of office lighting nor shall Tenant permit the consumption            in the Premises of more than 11⁄2 watts per net usable square foot of space in the Premises in respect            of the power outlets therein, at any one time.  In the event that such limits are exceeded, Landlord            shall have the right to require Tenant to remove lighting fixtures and equipment and/or to charge            Tenant for the cost of the additional electricity consumed.                   26.   Parking.                         (a)   Subject  to  Landlord's  reasonable  security  requirements,  repairs  made  by            Landlord to the Project and Articles 16 and 18 of the Lease, Tenant shall have access to the Project            parking facility twenty-four (24) hours per day, seven (7) days per week throughout the Term.                         (b)   Automobiles must be parked entirely within the stall lines on the floor.                         (c)   All directional signs and arrows must be observed.                         (d)   The speed limit shall be 5 miles per hour.                         (e)   Parking is prohibited in areas not striped for parking.                                                EXHIBIT "B"                                                                                   -3-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                     (f)   Parking  cards  or  any  other  device  or  form  of  identification  supplied  by            Landlord (or its operator) shall remain the property of Landlord (or its operator).  Such parking            identification device must be displayed as requested and may not be mutilated in any manner.  The            serial  number  of  the  parking  identification  device  may  not  be  obliterated.   Devices  are  not            transferable or assignable and any device in the possession of an unauthorized holder will be void.             There will be a replacement charge to the Tenant or person designated by Tenant of $30.00 for            loss of any parking card.  There shall be a security deposit of $30.00 due at issuance for each card            key issued to Tenant.                         (g)   The monthly rate for reserved parking is payable one (1) month in advance            and must be paid by the third business day of each month.  Failure to do so will automatically            cancel parking privileges and a charge at the prevailing daily rate will be due.  No deductions or            allowances from the monthly rate will be made for days parker does not use the parking facilities.                         After the initial term and in the event Landlord implements charges for unreserved            parking, the monthly rate for unreserved parking will be payable one (1) month in advance and            must be paid by the third business day of each month.  Failure to do so will automatically cancel            parking  privileges  and  a  charge  at  the  prevailing  daily  rate  will  be  due.   No  deductions  or            allowances from the monthly rate will be made for days parker does not use the parking facilities.                         (h)   Tenant  may  validate  visitor  parking  by  such  method  or  methods  as  the            Landlord may approve,  at  the validation rate from  time to time generally  applicable to  visitor            parking.                         (i)   Landlord (and its operator) may refuse to permit any person who violates            the within rules to park in the Project parking facility, and any violation of the rules shall subject            the automobile to removal from the Project parking facility at the parker's expense.  In either of            said events, Landlord (or its operator) shall refund a prorata portion of the current monthly parking            rate and the sticker or any other form of identification supplied by Landlord (or its operator) will            be returned to Landlord (or its operator).                         (j)   Project parking facility managers or attendants are not authorized to make            or allow any exceptions to these Rules and Regulations.                         (k)   All responsibility for any loss or damage to automobiles or any personal            property therein is assumed by the parker.                         (l)   Loss or theft of parking identification devices from automobiles must be            reported to the Project parking facility manager immediately, and a lost or stolen report must be            filed by the parker at that time.                         (m)   The parking facilities are for the sole purpose of parking one automobile            per space.  Washing, waxing, cleaning or servicing of any vehicles by the parker or his agents is            prohibited.                         (n)   Landlord  (and  its  operator)  reserves  the  right  to  refuse  the  issuance  of            monthly stickers or other parking identification devices to any Tenant and/or its employees who            refuse to comply with the above Rules and Regulations and all City, State or Federal ordinances,            laws or agreements.                         (o)   Tenant agrees to acquaint all employees with these Rules and Regulations.                         (p)   No vehicle shall be stored in the Project parking facility for a period of more            than one (1) week.                   27.   The  Project  is  a  non-smoking  Project.   Smoking  or  carrying  lighted  cigars  or            cigarettes in the Premises or the Project, including the elevators in the Project, is prohibited.                   28.   Tenant shall not, without Landlord's prior written consent (which consent may be            granted or withheld in Landlord's absolute discretion), allow any employee or agent to carry any            type of gun or other firearm in or about any of the Premises or Project.                                                             EXHIBIT "B"                                                                                   -4-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                         EXHIBIT "C"                                       NOTICE OF TERM DATES                              AND TENANT'S PROPORTIONATE SHARE             TO:                                     DATE:                                                                                                                                             RE:   Lease dated ________________, 20__, between ________________________________                  ______________________________ ("Landlord"), and _________________________                  ______________________________ ("Tenant"), concerning Suite ________, located at                  __________________________________________.             Ladies and Gentlemen:                   In accordance with the Lease, Landlord wishes to advise and/or confirm the following:                   1.    That the Premises have been accepted herewith by the Tenant as being substantially            complete in accordance with the Lease and that there is no deficiency in construction.                   2.    That the Tenant has taken possession of the Premises and acknowledges that under            the provisions of the Lease the Term of said Lease shall commence as of ____________ for a term            of ________________________ ending on ________________________.                   3.    That  in accordance  with  the  Lease,  Basic  Rental  commenced  to  accrue  on            ________________________.                   4.    If the Commencement Date of the Lease is other than the first day of the month,            the first  billing will contain a prorata adjustment.  Each billing thereafter shall be for the full            amount of the monthly installment as provided for in said Lease.                   5.    Rent is due and payable in advance on the first day of each and every month during            the  Term  of  said  Lease.   Your  rent  checks  should  be  made  payable  to            ________________________ at ________________________________________________.                   6.    The exact number of rentable square feet within the Premises is __________ square            feet.                   7.    Tenant's Proportionate Share, as adjusted based upon the exact number of rentable            square feet within the Premises is _______%.             AGREED AND ACCEPTED:             TENANT:                                                 ,            a                                                By:                                                Its:                                                                                                    EXHIBIT ONLY                                         ***DO NOT SIGN***                                                EXHIBIT "C"                                                                                   -1-                                                 4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                         EXHIBIT "D"                                       TENANT WORK LETTER                                          [PHUNWARE, INC.]                   This Tenant Work Letter shall set forth the terms and conditions relating to the renovation            of the tenant improvements in the Premises.  This Tenant Work Letter is essentially organized            chronologically and addresses the issues of the construction of the Premises, in sequence, as such            issues will arise.                                              SECTION 1                           CONSTRUCTION DRAWINGS FOR THE PREMISES                   Landlord  shall  construct  the  improvements  in  the  Premises  (the  "Improvements")            pursuant to that certain plans attached hereto as Schedule 1 (collectively, the "Plans").  Unless            specifically  noted  to  the  contrary  on  the  Plans,  the  Improvements  shall  be  constructed  using            Project-standard quantities, specifications and materials as determined by Landlord.  If determined            by Landlord to be necessary, based upon the Plans, Landlord shall cause the Architect to prepare            detailed plans and specifications for the Improvements ("Working Drawings").  Landlord shall            then forward the Working Drawings to Tenant for Tenant's approval.  Tenant shall approve or            reasonably disapprove any draft of the Working Drawings within three (3) business days after            Tenant's receipt thereof; provided, however, that (i) Tenant shall not be entitled to disapprove any            portion, component or aspect of the Working Drawings which are consistent with the Plans unless            Tenant agrees to pay for the additional cost resulting from such change in the Plans as part of the            Over-Allowance Amount pursuant to Section 2 below, and (ii) any disapproval of the Working            Drawings by Tenant shall be accompanied by a detailed written explanation of the reasons for            Tenant's  disapproval.   Failure  of  Tenant  to  reasonably  disapprove  any  draft  of  the  Working            Drawings within said three (3) business day period shall be deemed to constitute Tenant's approval            thereof.  The Working Drawings, as approved by Landlord and Tenant, may be referred to herein            as the "Approved Working Drawings."  Tenant shall make no changes or modifications to the            Plans or the Approved Working Drawings without the prior written consent of Landlord.                                              SECTION 2                                     OVER-ALLOWANCE AMOUNT                   In the event any revisions, changes, or substitutions are made with Tenant's consent to the            Plans or the Approved Working Drawings or the Improvements, any additional costs which arise            in connection with such revisions, changes or substitutions shall be considered to be an "Over-           Allowance  Amount."  The  Over-Allowance  Amount  shall  be  paid  by  Tenant  to  Landlord,  as            Additional  Rent,  within  ten  (10)  days  after  Tenant's  receipt  of  invoice  therefor.   The  Over-           Allowance Amount shall be disbursed by Landlord prior to the disbursement of any portion of            Landlord's contribution to the construction of the Improvements.                                              SECTION 3                                    RETENTION OF CONTRACTOR;                                  WARRANTIES AND GUARANTIES                   Landlord hereby assigns to Tenant all warranties and guaranties by the contractor who            constructs the Improvements (the "Contractor") relating to the Improvements, and Tenant hereby            waives  all  claims  against  Landlord  relating  to,  or  arising  out  of  the  construction  of,  the            Improvements.   The  Contractor  shall  be  designated  and  retained  by  Landlord  to  construct  the            Improvements.                                              EXHIBIT "                                                     D"                                                                                    -1-                                                   4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                          SECTION 4                                        TENANT'S COVENANTS                   Tenant  shall,  at  no  cost  to  Tenant,  cooperate  with  Landlord  and  the  space  planner  or            architect retained by Landlord ("Architect") to cause a Notice of Completion to be recorded in the            office of the Recorder of the County of Orange in accordance with Section 8182 of the Civil Code            of  the  State  of  California  or  any  successor  statute  upon  completion  of  construction  of  the            Improvements.                                              SECTION 5                                COMPLETION OF THE IMPROVEMENTS                   5.1   Substantial Completion.  For purposes of this Lease, "Substantial Completion" of            the  Improvements  in  the  Premises  shall  occur  upon  the  completion  of  construction  of  the            Improvements in the Premises pursuant to the Approved Working Drawings, with the exception            of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to            be installed by Tenant.                   5.2   Delay of the Substantial Completion of the Premises.  Except as provided in this            Section 5.2, the Beneficial Occupancy Date and the Commencement Date shall occur as set forth            in the Lease.  If there shall be a delay or there are delays in the Substantial Completion of the            Improvements in the Premises as a result of the following (collectively, "Tenant Delays"):                         5.2.1 Tenant's failure to timely approve any matter requiring Tenant's approval;                         5.2.2 A breach by Tenant of the terms of this Tenant Work Letter or the Lease;                         5.2.3 Tenant's request for changes in the Plans, Working Drawings or Approved            Working Drawings;                         5.2.4 Changes  in  any  of  the  Plans,  Working  Drawings  or  Approved  Working            Drawings because the same do not comply with applicable laws;                         5.2.5 Tenant's requirement for materials, components, finishes or improvements            which are not available in a commercially reasonable time given the anticipated date of Substantial            Completion of the Improvements in the Premises, or which are different from, or not included in,            Landlord's standard improvement package items for the Project;                         5.2.6 Changes to  the base, shell and core  work of the Project  required by  the            Approved Working Drawings or any changes thereto; or                         5.2.7 Any other acts or omissions of Tenant, or its agents, or employees;             then, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter            and  regardless  of  the  actual  date  of  the  Substantial  Completion  of  the  Improvements  in  the            Premises, the date of Substantial Completion thereof shall be deemed to be the date that Substantial            Completion would have occurred if no Tenant Delay or Delays, as set forth above, had occurred.                                              SECTION 6                                           MISCELLANEOUS                   6.1   Tenant's  Representative.   Tenant  has  designated  Tracy  Nolazco as  its  sole            representative with respect to the matters set forth in this Tenant Work Letter, who, until further            notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as            required in this Tenant Work Letter.                   6.2   Landlord's  Representative.   Prior  to commencement  of  construction  of  the            Improvements, Landlord shall designate a representative with respect to the matters set forth in                                              EXHIBIT "                                                     D"                                                                                    -2-                                                   4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                         this  Tenant  Work  Letter,  who,  until  further  notice  to  Tenant,  shall  have  full  authority  and            responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.                   6.3   Time of the Essence in This Tenant Work Letter.  Unless otherwise indicated, all            references herein to a "number of days" shall mean and refer to calendar days.                   6.4   Tenant's Entry into the Premises Prior to Substantial Completion.  Provided that            Tenant and its agents do not interfere with Landlord's work in the Premises, Landlord shall allow            Tenant access to the Premises prior to the date of Substantial Completion of the Improvements for            the purpose of Tenant installing furniture and equipment in the Premises.  Prior to Tenant's entry            into the Premises as permitted by the terms of this Section 6.4, Tenant shall submit certificates of            insurance reasonably acceptable to Landlord and shall submit a schedule to Landlord (and the            Contractor, if so requested by Landlord), for their approval, which schedule shall detail the timing            and purpose of Tenant's entry.  Tenant shall hold Landlord harmless from and indemnify, protect            and defend Landlord against any loss or damage to the Project or Premises and against injury to            any persons caused by Tenant's actions pursuant to this Section 6.4.                                              EXHIBIT "                                                     D"                                                                                    -3-                                                   4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                           SCHEDULE 1                                                                              PLANS                                                                                                                                                                                                                                                                      SCHEDULE 1                                                                                                                                                -1-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                                                                                       SCHEDULE 1                                                                                                                                                -2-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                                                                                       SCHEDULE 1                                                                                                                                                -3-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                                                                                       SCHEDULE 1                                                                                                                                                -4-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                                                                                       SCHEDULE 1                                                                                                                                                -5-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                                                                                                                       SCHEDULE 1                                                                                                                                                -6-                                                                                     4825-0360-7189.6  





 






DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01                                                         EXHIBIT "E"                                           FURNITURE LIST                •  6 Bar Stools               •  1 Wood Table – Bar Height               •  4 Multicolored Lounge Chairs – 2 by the sofa and two by the entry               •  1 Teal Velvet Sofa               •  1 Round End Table               •  1 Coffee Table               •  1 Shuffleboard Table Game               •  1 Area Rug               •  7 Decorative Pillows                                                           EXHIBIT "E"                                                                                   -1-                                                   4825-0360-7189.6