EX-10.15



 Exhibit 10.15 





 AIR COMMERCIAL REAL ESTATE ASSOCIATION 
 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET 

(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 

1.                    Basic Provisions (“Basic
Provisions”). 

					
	                       1.1        
Parties: This Lease (“Lease”), dated for reference purposes only	 	
               
     May 9, 2013 
	 	 ,



			
	is made by and between	 	 Clover Associates, LLC, a California limited liability
company



			
	  
	 	(“Lessor”)


			
	and	 	 Kite Pharma, Inc., a
                                     corporation



			
	  
	 	(“Lessee”),

 (collectively the “Parties,” or individually a “Party”). 

    1.2        Premises: That certain real property, including all improvements therein
or to be provided by Lessor under the terms of this 

			
	Lease, and commonly known as	 	 2225 Colorado, Santa
Monica



									
	located in the County of	 	
Los Angeles         
           
	 	,	 	State of	 	
California



 and generally described as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within a Project)

 an approximately 20,000 square foot building (“Building”) with approximately 70 parking 
  
 spaces 
  

			
	  
	 	(“Premises”). (See also Paragraph 2)


			
	      1.3        Term:
                             years and
                             months (“Original Term”) commencing 
	 	
See Paragraph 52       
             



					
	(“Commencement Date”) and ending	 	 See Paragraph 52
	 	(“Expiration Date”). (See also Paragraph 3)


					
	      1.4        Early Possession:
	 	  
	 	(“Early Possession Date”).


(See-also-Paragraphs 3.2 and 3.3) 

					
	      1.5        Base Rent: $50,000.00     per month (“Base Rent”), payable on the
	 	 1st
	 	day of


					
	each month commencing	 	 June 15, 2013, subject to Section 3.3 below



			
	  
	 	. (See also Paragraph 4)


									
	þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.
See Paragraph 53
	                       1.6        Base Rent and Other Monies
Paid Upon Execution:
	            (a)        Base Rent: $50,000.00             for the period first month of the Original
Term                                       
                           

	  

	            (b)        Security Deposit: $100,000.00             (“Security Deposit”). (See also Paragraph 5)

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

	            (d)        Other:
$                                        
for
                                         
                                         
                                         


	  

	            (e)        Total Due Upon Execution of
this Lease:
$150,000.00                            
                                         
                      

	                       1.7        Agreed Use:	 		 		 	 a bio-tech laboratory, warehouse and general office
use
	 	


			
	  
	 	. (See also Paragraph 6)


									
	                       1.8        Insuring Party:
Lessor is the “Insuring Party” unless otherwise stated herein. (See also Paragraph 8)
	                       1.9        Real Estate 
Brokers: (See also Paragraph 15)
	            (a)        Representation: The following
real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):



							
	 ̈	 	  
	 	represents Lessor exclusively (“Lessor’s Broker”);	 	


							
	 ̈	 	  
	 	represents Lessee exclusively (“Lessee’s Broker”); or	 	


							
	 ̈	 	  
	 	represents both Lessor and Lessee (“Dual Agency”);	 	


  

									
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 (b)  Payment to Brokers:  Upon execution and
delivery of this Lease by both Parties, Lessor shall pay to the Broker the fee agreed to in their separate written agreement (or if there is no such agreement, the sum of
                                
 or
                                
% of the total Base Rent) for the brokerage services rendered by the Brokers. 

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

1.11        Attachments. Attached hereto are the following, all of which constitute a part
of this Lease: 
  ̈ an Addendum consisting of Paragraphs 52                        through
65                    
; 
  ̈ a plot plan depicting the Premises; 

 ̈ a current set of the Rules and Regulations; 

 ̈ a Work Letter; 

 

			
	þ other (specify):	 	 Option(s) to Extend Standard Lease Addendum

	
	  

	
	  


 2.                Premises. 

2.1        Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in
calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less. Note: Lessee is advised to verify the actual size prior to
executing this Lease. 
 2.2        Condition.  Lessor shall deliver the
Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts
described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that with the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning
systems (“HVAC”), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in their “AS-IS,
WHERE-IS” in good operating condition on said date. , that the structural elements of the roof, bearing walls and foundation of any buildings on the
Premises (the “Building”) shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with said warranty exists
as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease,
promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) 6
months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance,
malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense. 

2.3        Compliance.  Lessor warrants that to the best of its knowledge
the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect at the time that each improvement, or
portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see
Paragraph 50), or to any Alternations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the
zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly
after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty
within 6 months following the Start Date, a Correction of any that non-compliance of Improvements on the Premises with Applicable Requirements currently in effect shall be the obligation of Lessee at Lessee’s sole cost and expense. If
the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or
other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows: 

 (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the
Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds
6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the


  

									
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difference between the actual cost thereof and an amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires
such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises
without commencing such Capital Expenditure. 
 (b)  If such Capital Expenditure is not the result of the specific and unique
use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for such costs pursuant to the provisions of Paragraph 7.1(d); provided, however, that if such
Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written
notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of
any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due
and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. 

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

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

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

3.                Term. 

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

3.2               Early
Possession.    If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease
(including but not limited to the obligations to pay Real Property Taxes and Insurance premiums and to maintain the Premises) shall be in effect during such period. Any such early possession shall not affect the Expiration Date. 

3.3               Delay In
Possession.    Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee with the Work (as defined in Section 58(b))
substantially completed (i.e., completed subject to “punch-list” items) by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor
shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any
period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay
caused by the acts or omissions of Lessee. If possession is not delivered within 120 60 days after the Commencement Date,
Lessee may, at its option, by notice in writing within 10 days after the end of such 120 60 day period, cancel this Lease,
in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered
within 180 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between
Lessor and Lessee, in writing. 

3.4               Lessee
Compliance.    Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall be required to perform all of its 

  

									
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obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of
insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 

4.                Rent. 

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

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

5.                Security Deposit.    Lessee
shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or
applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent
increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional moneys with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as
the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such
change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable
level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security
Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security
Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. 

6.                Use. 

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

  

									
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 6.2             Hazardous Substances.

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

(b)    Duty to Inform Lessor.    If Lessee knows, or has reasonable cause to believe, that
a Hazardous Substance has come to be located in, on, under or about the Premises, other than customary quantities of Hazardous Materials typically found in premises being used for the Agreed Uses that
are used in compliance with Applicable Requirements or as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of
any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. 

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

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

(e)    Lessor Indemnification.    Lessor and its successors and assigns shall indemnify,
defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee’s
occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. 

(f)    Investigations and Remediations.    Lessor shall retain the responsibility and pay
for any investigations or remediation measures required by governmental entitles having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy, unless such remediation measure is required
as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the
request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s 

  

									
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investigative and remedial responsibilities. 

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

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

6.4              Inspection;
Compliance.    Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable
times after reasonable 24 hours notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by
Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested
or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide
copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. 

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

(b)    Service Contracts.    Lessee shall, at Lessee’s sole expense, procure
and maintain contracts, with copies to Lessor, in 

  

									
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customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the
Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains,
(vi) clarifiers (vii) basic utility feed to the perimeter of the Building, and (viii) any other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all
of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. 

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

(d)     Replacement.    Subject to Lessee’s indemnification of Lessor as set
forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which
is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of
this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month).
Lessee shall pay interest at the rate then in effect for the 10 year U.S. Treasury Notes plus one percent (1%) on the unamortized balance but
may prepay its obligation at any time. 

7.2              Lessor’s
Obligations.    Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner
whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the
Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. See
Paragraph 54 
 7.3
             Utility Installations; Trade Fixtures; Alterations. 

(a)    Definitions.    The term “Utility Installations” refers to all
floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term
“Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than
Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by
Lessor pursuant to Paragraph 7.4(a). 
 (b)    Consent.    Lessee shall not make any
Alterations or Utility Installations to the Premises without Lessor’s prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon
notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost
thereof during this Lease as extended does not exceed a sum equal to 3 4 month’s Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any
roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s:
(i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and
other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with
as-built plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such
Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor. 

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


  

									
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Lessee shall pay Lessor’s attorneys’ fees and costs. 

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

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

(c)    Surrender; Restoration.    Lessee shall surrender the Premises by the Expiration
Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and
tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same
condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility
Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any
third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises, or if applicable, the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory
requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by
Lessee and, may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the
provisions of Paragraph 26 below. 
 8.                Insurance;
Indemnity. 
 8.1              Payment For
Insurance.    Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per
occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an invoice. 

8.2              Liability Insurance. 

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

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

8.3              Property Insurance - Building, Improvements and
Rental Value. 
 (a)    Building and Improvements.    The Insuring Party shall
obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable
replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. If Lessor is the Insuring Party, however,
Lessee Owned Alterations and 

  

									
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Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4 rather than by Lessor. If the coverage is available and commercially
appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any
Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any
coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban
Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 $25,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. 

(b)    Rental Value.    The Insuring Party shall obtain and keep in force a policy or
policies in the name of Lessor with loss payable to Lessor and any Lender, Insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall
contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any
deductible amount in the event of such loss. 
 (c)    Adjacent Premises.    If the
Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is
caused by Lessee’s acts, omissions, use or occupancy of the Premises. 

8.4              Lessee’s Property; Business Interruption
Insurance. 
 (a)    Property Damage.    Lessee shall obtain and maintain insurance
coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 $25,000 per occurrence (Lessee shall be liable for the full amount of such deductible in the event
of an insured loss). The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.
Lessee shall provide Lessor with written evidence that such insurance is in force. 
 (b)    Business
Interruption.    Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by
prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. 

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

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

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

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

  

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

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

 9.1              Definitions. 

(a)    “Premises Partial Damage” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the
damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or
replace pursuant to the provisions of Paragraph 7.1. 
 (b)    “Premises Total Destruction” shall
mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify
Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. 

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

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

(e)    “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration. 

9.2              Partial Damage - Insured
Loss.    If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is
$10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds
are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee’s responsibility) as and when required to complete said repairs. In the event, however,
such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If
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said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in
full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying
any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such
damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the
repairs if made by either Party. 
 9.3              Partial
Damage - Uninsured Loss.    If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30
days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days
after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance
thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee
does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 

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

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

9.6              Abatement of Rent; Lessee’s Remedies.

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

(b)    Remedies.    If Lessor shall be obligated to repair or restore the Premises and
does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and
to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced
within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence” shall mean either
the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 

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

9.8              Waive
Statutes.    Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith. 

  

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

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

10.3              Joint Assessment.   If the
Premises are not separately assessed, Lessee’s liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by
Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available. 

10.4              Personal Property
Taxes.   Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When
possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of
Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to
Lessee’s property. 
 11.              Utilities and
Services.   Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately
metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the
inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or
directions. 
 12.              Assignment and Subletting. 

12.1             Lessor’s Consent Required. 

(a)      Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber
(collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises, without Lessor’s prior written consent. The fact that a
proposed assignee or subtenant desires to use the Premises for a use other than the Agreed Use shall not in and of itself be a basis for Landlord to reasonably withhold consent to a proposed assignment or sublease pursuant to Paragraph 36 below, but
the proposed use is a reasonable factor which Landlord may consider in determining whether to grant or withhold such consent. 

(b)  Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of
Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% 50% or more of the voting
control of Lessee shall constitute a change in control for this purpose. 
 (c)  The involvement of Lessee or its
assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which
results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has
consented, or as it exists immediately prior to said 

  

									
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transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth
of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. 

(d) See Paragraph 55. 

(e) An assignment or subletting
without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting
as a noncurable Breach, Lessor may either (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment,
(i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the
remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. 
 (e) (f) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

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

(g)
(h) Notwithstanding the foregoing, allowing a diminimus portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a
subletting. 
 12.2            Terms and Conditions Applicable to
Assignment and Subletting. 
 (a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective
without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or
for the performance of any other obligations to be performed by Lessee. 
 (b) Lessor may accept Rent or performance of Lessee’s
obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of
Lessor’s right to exercise its remedies for Lessee’s Default or Breach. 
 (c) Lessor’s consent to any assignment or
subletting shall not constitute a consent to any subsequent assignment or subletting. 
 (d) In the event of any Default or Breach by
Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies
against any other person or entity responsible therefor to Lessor, or any security held by Lessor. 
 (e) Each request for consent to
an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional
information and/or documentation as may be reasonably requested. (See also Paragraph 36) 
 (f) Any assignee of, or sublessee under,
this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has
specifically consented to in writing. 
 (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee
or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 

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

  

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

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

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

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

(f) Lessor shall have no right of recapture. 
 13.              Default;
Breach; Remedies. 
 13.1            Default;
Breach.    A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined
as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: 

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

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor
or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 5 business days
following written notice to Lessee. 
 (c) The commission of waste, act or acts constituting public or private nuisance, and/or an
illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. 

(d) The failure by Lessee to provide upon written request (i) reasonable written evidence of compliance with Applicable
Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor,
(vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such
failure continues for a period of 10 days following written notice to Lessee. 
 (e) A Default by Lessee as to the terms, covenants,
conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written
notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and
thereafter diligently prosecutes such cure to completion. 
 (f) The occurrence of any of the following events: (i) the making of
any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is
dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to
Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30
days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 

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

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

13.2            Remedies.    If Lessee fails to
perform any of its affirmative duties or obligations, within 10 business days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount 

  

									
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equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand,
and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach. 

  (a)  Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease
shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of
award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of
award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor
for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to
the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of
the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12.
If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to
recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall
also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of
the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. 

  (b)  Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which
event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s
right to possession. 
   (c)  Pursue any other remedy now or hereafter available under the laws or judicial
decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as
to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises. 

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

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

13.5              Interest.    Any
monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest
from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall 

  

									
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be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 

13.6             Breach by Lessor. 

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

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

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

15.              Brokerage Fees. 

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

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

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

  

									
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 16.              Estoppel
Certificates. 
   (a)  Each Party (as “Responding Party”) shall within 10 days after written
notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by
the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. 

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

  (c)  If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors
shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All
such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 

17.              Definition of Lessor.   The term
“Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title
or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the
Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or
covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 

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

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

20.              Limitation on Liability.   The obligations
of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises
greater of (i) the interest of Lessor in the Premises, or (ii) the equity interest Lessor would have if the Premises were encumbered by third party debt in an amount equal to 80% of the value
of the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not
seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 

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

22.              No Prior or Other Agreements; Broker
Disclaimer.   This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each
represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and
character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to
negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that
the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 

23.              Notices. 

23.1             Notice Requirements.  All notices
required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by


  

									
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facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall
be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute
Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 

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

24.               Waivers.   No waiver by Lessor of the
Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to
enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due
Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before
the time of deposit of such payment. 
 25.               Disclosures Regarding
The Nature of a Real Estate Agency Relationship. 

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

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

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

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

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

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

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

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

28.               Covenants and Conditions; Construction of
Agreement.  All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered
a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both
Parties had prepared it. 
 29.               Binding Effect; Choice of
Law.  This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning
this Lease shall be initiated in the county in which the Premises are located. 

30.               Subordination; Attornment; Non-Disturbance. 

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

 30.2             Attornment.  In the event that
Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of
Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease
will automatically become a new lease between Lessee and such new owner, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of
Lessor’s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses
which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor. 

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

  

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

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

32.               Lessor’s Access; Showing Premises;
Repairs.  Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after 24 hours reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as
Lessor is entitled to make or perform under the Lease may deem necessary or desirable and the erecting, using and
maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises. All such activities shall be without abatement of rent or
liability to Lessee. 

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

34.               Signs.  Lessor may place on the Premises
ordinary “For Sale” signs at any time and ordinary “For Lease” signs during the last 6 months of the term hereof. Except for ordinary “for sublease” signs, Lessee shall not place any sign upon the Premises
without Lessor’s prior written consent. All signs must comply with all Applicable Requirements. See Paragraph 62. 

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

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

37.               Guarantor. 

37.1             Execution. The Guarantors, if any, shall
each execute a guaranty in the form most recently published by the AIR Commercial Real

  

									
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Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease. 

37.2             Default. It shall constitute a Default of
the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate
Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in
effect. 
 38.               Quiet
Possession.   Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof. 

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

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

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

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

39.4              Effect of Default on Options. 

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

  (b)  The period of time within which an Option may be exercised shall not be extended or enlarged by reason of
Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a). 
   (c)  An Option
shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee
fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 

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

41.               Security Measures.  Lessee hereby
acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection
of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 

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

43.               Performance Under Protest.   If at any
time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under
protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the
part of said Party to pay such sum or any part thereof, said Party shall be

  

									
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entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest” with 6 months
shall be deemed to have waived its right to protest such payment. 

44.               Authority; Multiple Parties; Execution. 

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

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

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

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

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

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

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

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

50.               Americans with Disabilities Act.  Since
compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance or in compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

 See Addenda. 
 LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED
THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. 
 ATTENTION:  NO
REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

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

2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT
BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, 

  

									
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THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE. 

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

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

 



					
	 Executed at:
	 	  



					
		
	 On:
	 	  



					
	
	 By LESSOR:



					
	
	 CLOVER ASSOCIATES, LLC

	
	  



					
		
	 By:
	 	 /s/ Helen Funai Erickson, Trustee




					
		
	 Name Printed:
	 	 Helen Funai Erickson, Trustee of the Helen Funai




					
	
	 Erickson Marital Trust dtd
9/13/07



					
		
	 Title:
	 	 Member



					
		
	 By:
	 	 /s/ Hedley Beesley



					
		
	 Name Printed:
	 	 Hedley Beesley, Trustee of the Hedley and Sue

	
	 Beesley Trust dtd 9/5/91



					
		
	 Title:
	 	 Member



					
		
	 Address:
	 	  

	
	  



					
			
	 Telephone:
	 	 (            )
	 	  



					
			
	 Facsimile:
	 	 (            )
	 	  



					
			
	 Federal ID No.
	 		 	  



					
	
	 BROKER:

	
	  

	
	  

			
	 Attn:
	 		 	  



					
			
	 Title:
	 		 	  



					
			
	 Address:
	 		 	  

	
	  



					
			
	 Telephone:
	 	 (            )
	 	  



					
			
	 Facsimile:
	 	 (            )
	 	  



					
			
	 Federal ID No.
	 		 	  






					
	 Executed at:
	 	  



					
		
	 On:
	 	  



					
	
	 By LESSEE:



					
	
	 KITE PHARMA, INC.

	
	  



					
		
	 By:
	 	 /s/ Aya Jakobovits 



					
		
	 Name Printed:
	 	 Aya Jakobovits 



					
		
	 Title:
	 	 President & CEO 



					
		
	 By:
	 	  



					
		
	 Name Printed:
	 	  



					
		
	 Title:
	 	  



					
		
	 Address:
	 	  

	
	  



					
			
	 Telephone:
	 	 (            )
	 	  



					
			
	 Facsimile:
	 	 (            )
	 	  



					
		
	 Federal ID No.
	 	  



					
	
	 BROKER:

	
	  

	
	  

		
	 Attn:
	 	  



					
		
	 Title:
	 	  



					
		
	 Address:
	 	  



					
	
	  

			
	 Telephone:
	 	 (            )
	 	  



					
			
	 Facsimile:
	 	 (            )
	 	  



					
		
	 Federal ID No.
	 	  


 
 

 NOTE: These forms are often modified to meet the changing requirements of law and industry needs. Always write or call
to make sure you are utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower Street, Suite 600, Los Angeles, California 90017. (213) 687-5777. Fax No. (213) 687-8616 

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

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

085720-00015 

  

									
	HB             	 		 	PAGE 23 OF 23	 		 	 AJ

	  
	 		 		 		 	 HFE

	INITIALS    	 		 		 		 	INITIALS    
		 		 		 		 	
	 ©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM STN-B-5/05E









 



 
 OPTION(S) TO EXTEND 

STANDARD LEASE ADDENDUM 
  

							
		 	Dated	  	 May 9, 2013
	 	


							
				
		 	  By and Between (Lessor) 	 	 Clover Associates, LLC
	 	
		 		 	  
	 	
				
		 	  By and Between (Lessee)	 	 Kite Pharma, Inc.
	 	
		 		 	  
	 	


							
				
		 	Address of Premises:	 	 2225 Colorado, Santa Monica
	 	
		 		 	  
	 	

 Paragraph
51     

A. OPTION(S) TO EXTEND: 
 Lessor hereby grants to
Lessee the option to extend the term of this Lease for two ( 2
)                             additional five
(5)                         month period(s) commencing when the prior term expires upon each and all of the following terms and conditions: 

(i)        In order to exercise an option to extend, Lessee must give written notice of such
election to Lessor and Lessor must receive the same at least
      6      
but not more than   12       months
prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may
only be exercised consecutively. 
 (ii)       The provisions of paragraph 39,
including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of this Option. 

(iii)      Except for the provisions of this Lease granting an option or options to extend the term, all of
the terms and conditions of this Lease except where specifically modified by this option shall apply. 

(iv)      This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone
other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. 

(v)       The monthly rent for each month of the option period shall be calculated as follows, using
the method(s) indicated below: 
 (Check Method(s) to be Used and Fill in Appropriately) 

 ̈      I.        Cost
 of Living Adjustment(s) (COLA) 

			
	         a.       On (Fill in COLA Dates):	 	  

	 

 the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of
the Bureau of Labor Statistics of the U.S. Department of Labor for (select one):  ̈ CPI W (Urban Wage Earners and Clerical Workers) or
 ̈ CPI U (All Urban Consumers), for (Fill in
Urban Area): 
  
  

All Items (1982-1984 = 100), herein referred to as “CPI”. 

b.      The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated
as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during
which the adjustment is to take effect, and the denominator of which shall be the CPI of the 
  

  

									
	HB             	 		 	PAGE 1 OF 3	 		 	 AJ

	  
	 		 		 		 	 HFE

	INITIALS    	 		 		 		 	INITIALS    
		 		 		 		 	
	 ©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM OE-3-8/00E









 
calendar month which is 2 months prior to (select one):  ̈ the first month of the term of this
Lease as set forth in paragraph 1.3 (“Base Month”) or  ̈ (Fill in Other “Base Month”): 

			
	  


 The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be
less than the rent payable for the month immediately preceding the rent adjustment. 
 c.      In the
event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the
event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be
binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. 
 þ      II.        Market Rental
Value Adjustment(s) (MRV) 

			
	          a.        On (Fill in MRV Adjustment Date(s))	 	 the expiration of the first Option term

	 

 the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows: 

                   1) Four months prior to each Market
Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then: 

(a)  Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the
next 30 days. Any associated costs will be split equally between the Parties, or 
 (b)  Both Lessor and Lessee shall each
immediately make a reasonable determination of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions: 

(i)  Within 15 days thereafter, Lessor and Lessee shall each select an  ̈ appraiser or þ broker (“Consultant” - check one) of their choice to act as an
arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. 

(ii)  The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual
MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties. 
 (iii)  If either of the Parties fails to appoint an arbitrator within
the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. 

(iv)  The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the one that is
NOT the closest to the actual MRV. 

                   2)    
Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment. 

          b.      Upon the establishment of each New Market Rental Value:

                    1)  the new MRV will
become the new “Base Rent” for the purpose of calculating any further Adjustments, and 

                   2)  the first month of each
Market Rental Value term shall become the new “Base Month” for the purpose of calculating any further Adjustments. 
 þ      III.      Fixed Rental Adjustment(s) (FRA) 

The Base Rent shall be increased to the following amounts on the dates set forth below: 

 

													
	 	 	 	 	On (Fill in FRA Adjustment Date(s)):	 	 	 	 	 	The New Base Rent shall be:	  	 
		 	  See Paragraph 52 of the
Lease
	 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	
		 		 	  
	 		 		 	  
	  	

 B.  NOTICE: 

  

									
	HB             	 		 	PAGE 2 OF 3	 		 	 AJ

	  
	 		 		 		 	 HFE

	INITIALS    	 		 		 		 	INITIALS    
		 		 		 		 	
	 ©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM OE-3-8/00E









 Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental
Adjustments, shall be made as specified in paragraph 23 of the Lease. 
 C.    BROKER’S FEE: 

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease. 

NOTE: These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are
utilizing the most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017 
 08720-00015 

  

									
	HB             	 		 	PAGE 3 OF 3	 		 	 AJ

	  
	 		 		 		 	 HFE

	INITIALS    	 		 		 		 	INITIALS    
		 		 		 		 	
	 ©2001 – AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM OE-3-8/00E









 ADDENDUM 

TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-LESSEE LEASE-NET 

This Addendum (the “Addendum”) is attached to and made part of that certain lease dated May 9, 2013 between CLOVER ASSOCIATES,
LLC, as Lessor, and KITE PHARMA, INC., as Lessee, covering the Premises commonly known as 2225 Colorado, Santa Monica, California (“Lease”). The terms used in this Addendum shall have the same definitions as set forth in the Lease. The
provisions of this Addendum shall prevail over any inconsistent or conflicting provisions of the Lease. 

52.         Term.    The initial term of the Lease
(the “Original Term”) shall commence on June 15, 2013, subject to Section 3.3 above (the “Commencement Date”) and expire on June 14, 2023 (“Expiration Date”). Tenant has the option to extend the term in
accordance with the Option(s) to Extend Standard Lease Addendum contained in Paragraph 51. 

53.         Base Rent, Escalations.  The Base Rent shall be as
follows: 
  

			
	Initial Term    	  	Base Rent
	 June 15, 2013 - January 14, 2016
	  	$50,000.00
	 January 15, 2016 - June 14, 2018
	  	$53,840.68
	 June 15, 2018 - December 31, 2022
	  	$57,976.37
	 January 15, 2021 - June 14, 2023
	  	$62,429.73
		
	First Option Period    	  	Base Rent
	 June 15, 2023 - June 14, 2024
	  	$67,225.18
	 June 15, 2024 - June 14, 2025
	  	$69,241.93
	 June 15, 2025- June 14, 2026
	  	$71,319.19
	 June 15, 2026- June 14, 2027
	  	$73,458.77
	 June 15, 2027- June 14, 2028
	  	$75,662.53
		
	Second Option Period    	  	Base Rent
	 June 15, 2023 - June 14, 2024
	  	Fair Market Value
	 June 15, 2024 - June 14, 2025
	  	Prior Base Rent Increased by 3%
	 June 15, 2025- June 14, 2026
	  	Prior Base Rent Increased by 3%
	 June 15, 2026- June 14, 2027
	  	Prior Base Rent Increased by 3%
	 June 15, 2027- June 14, 2028
	  	Prior Base Rent Increased by 3%

 54.         Lessor’s Maintenance
Obligations.    Notwithstanding anything to the contrary contained in Paragraph 7.2, Lessor shall be solely responsible for maintaining the structural elements (excluding the roof) and the exterior walls of the Premises.
Lessor shall be obligated to make any repairs under this Paragraph 54 within thirty (30) days after Lessor receives written notice from Lessee of the need for such repairs; provided, however, that if Lessor is unable to reasonably complete such
repair within such thirty (30) day period, then such thirty (30) day period shall be extended for such additional period as Lessor reasonably requires to complete such repair so long as Lessor is diligently pursuing the completion of such
repair. 

  
 1 

									
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	08720-00015/1920558.4	  		  		 	









 55.         Permitted
Transfers.        The following is added as Paragraph 12.1(d): “Notwithstanding the foregoing, Lessee shall have the right, without Lessor’s consent but upon prior written notice to Lessor, to
assign this Lease or sublet the Premises to any of the following: (i) any wholly owned or substantially wholly owned direct or indirect subsidiary corporation of Lessee, (ii) any corporation succeeding to all or substantially all of the
stock or assets of Lessee as a result of a bona fide consolidation, merger or similar transaction, or (iii) any entity to which all or substantially all of the assets of Lessee have been sold. In addition, Lessee shall have the right, without
Lessor’s consent but upon reasonable advance written notice to Lessor, to sublet up to fifty percent (50%) of the Premises to one or more subtenants, provided each of such subtenant’s use is substantially similar to the Agreed Use. As
is more particularly described in Section 12.2(a) above, any assignment or sublease shall not alter the primary liability of Lessee for the payment of Rent or the performance of any other obligations to be performed by Lessee.” 

56.         Sale of the Premises.     During the
Original Term only, Lessee shall not be responsible for any increase of, or reassessment in, property taxes due as a result of any sale, or change in ownership of the Premises over what the property tax would have been in the absence of such a
transfer. 
 57.         Parking.  At no cost to Lessee,
Lessee shall be entitled to a total of approximately 70 compact car parking spaces in the parking lots located in the front and rear of the Building. Lessee shall have exclusive use of said parking areas. Notwithstanding any provision of this Lease
to the contrary, Lessee acknowledges that it has satisfied itself concerning all parking matters prior to the execution of this Lease. 

58.         As-Is. 

(a)        Lessee accepts the Premises in their “AS-IS, WHERE-IS”
condition, with all faults and conditions. Notwithstanding anything to the contrary in this Lease, from and after the date of this Lease, Lessee shall be responsible for the compliance of the Premises, the Building and the Project with all
Applicable Requirements. Without limiting the generality of the foregoing, subject to Landlord’s obligations under Paragraph 58(b), Lessee shall be solely responsible, at Lessee’s sole cost and expense, to prepare the Premises for
Lessee’s occupancy. 
 (b)        Notwithstanding the provisions of
Section 58(a) to the contrary, Tenant acknowledges that Landlord has used commercially reasonable efforts to cause the existing tenant (“Existing Tenant”) which occupies the Premises to substantially complete the work described on
Exhibit “A” attached hereto (“Work”) by not later than the Commencement Date. Notwithstanding such efforts, Landlord and Tenant acknowledge that it appears that Existing Tenant will not timely perform and/or substantially
complete the Work. In the event Existing Tenant fails to substantially complete the Work by the Commencement Date and is not then pursuing such substantial completion, Landlord shall endeavor to complete the Work (at the cost of the existing tenant)
by not later than the date which is one hundred twenty (120) days after the Commencement Date. 

59.         Roof Rights.   At Lessee’s sole cost and
expense, Lessee shall have the right to install and maintain on the roof of the Building (i) satellite dishes, and (ii) equipment to meet Lessee’s excess HVAC needs. 

  
 2 

									
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 60.         Applicable
Requirements.    For purposes of this Lease, the term “Applicable Requirements” means building codes, applicable laws, covenants or restriction of record, regulations and ordinances, applicable to the Premises, the
Building or the Project. 

61.         Maintenance.    If Lessor reasonably
concludes that Lessee is not meeting its maintenance obligations under Paragraph 7.1, and Lessee fails to comply with such maintenance obligations within 30 days after written notice from Lessor (provided such notice shall not be required given more
than three (3) times during the term of this Lease). Lessor may require that Lessee, at its sole cost and expense, engage a professional property management company who, in a first class manner, shall perform Lessee’s maintenance
obligations including but not limited to maintaining the following equipment and improvements if located on the Project: (i) HVAC equipment; (ii) boiler, and pressure vessels; (iii) fire extinguishing systems, including fire alarm and
/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, (vi) clarifiers, (vii) basic utility freed to the perimeter of the Building, and any other equipment. 

62.         Signs.  The following is hereby added at the end of
Section 33: 
 “Notwithstanding the foregoing, Lessee shall have the right, at Lessee’s
sole cost and expense, to install on the façade of the Building signage showing Lessee’s name and/or logo, provided such signage complies with all Applicable Requirements. Lessee acknowledges that its exterior signage is subject to
governmental approval which is Lessee’s sole responsibility to obtain. All signage shall be maintained in good order, condition and repair by Lessee at Lessee’s sole cost and expense.” 

63.         Lessor Representations.   Lessor represents to
Lessee that, as of the date of the execution of this Lease: 
 (a)        Lessor
has not received any written notice that the Premises violates any Applicable Requirements; 

(b)        The ad valorem real property taxes assessed against the Premises for the
2012-2013 tax fiscal year equals $16,829.40; and 
 (c)        The premiums Lessor
paid for insurance maintained by Landlord with respect to the Premises in 2012 equal $7,043.53. 

64.         Right of First Offer. 

(a)        During the term of the Lease, if Lessor desires to sell the entire
Premises to an unaffiliated third party, then Lessee shall have a right of first offer to purchase the Premises in accordance with this Paragraph 64. 

(b)        Subject to the terms and conditions of this Paragraph 64, if Lessor
desires to sell the entire Premises to an unaffiliated third party during the term of this Lease, Lessor shall deliver to Lessee written notice (“Offer Notice”) setting forth all material terms and conditions of such offer
(“Offer”). Within fifteen (15) days after Lessee’s receipt of the Offer Notice, Lessee shall notify Lessor in writing (“Acceptance Notice”) whether Lessee desires to purchase the


  
 3 

									
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	08720-00015/1920558.4	  		  		 	









 
Premises upon the terms and conditions set forth in the Offer Notice. If Lessee fails to notify Lessor that Lessee desires to purchase the Premises upon the terms and conditions set forth in the
Offer Notice within such fifteen (15) day period, Lessee shall be deemed to have elected not to purchase the Premises. 

(c)         If Lessee elects to purchase the Premises as set forth in subsection
(b) above by timely delivering an Acceptance Notice to Lessor, Lessee shall thereafter purchase the Premises pursuant to a contract (“ROFO Contract”) containing the terms and conditions set forth in the Offer Notice and such other
terms and conditions to which the parties mutually agree. Lessor shall cause to be prepared and delivered to Lessee within ten (10) days after its receipt of the Acceptance Notice a proposed ROFO Contract, and the parties shall use good faith
efforts to execute such ROFO Contract within ten (10) days after Lessor’s delivery of the ROFO Contract to Lessee. If the parties are unable to agree on the ROFO Contract within fifteen (15) days after Lessor’s delivery of the
ROFO Contract to Lessee, then Lessee shall be deemed to have elected not to purchase the Premises pursuant to the applicable Offer Notice. 

(d)         If either (i) Lessee elects (or is deemed to have elected) not
to purchase the Premises, or (ii) Lessee and Lessor enter into the ROFO Contract for the sale of the Premises but the ROFO Contract is terminated for any reason other than as a result of Lessor’s breach of the ROFO Contract, then Lessor
may sell the Premises to a third party for a purchase price of more than ninety-five percent (95%) or more of the purchase price set forth in the Offer Notice and otherwise on terms and conditions not materially more favorable to the
unaffiliated third party than the terms and conditions set forth in the Offer Notice, and, upon such sale, the terms and conditions of this Lease related to Lessee’s right of first offer under this Section with respect to the Premises shall
automatically terminate. If, however: 
 (i)        Lessor does not sell the
Premises in accordance with the terms and conditions of the Offer within one (1) year after either (A) the date Lessee elects (or is deemed to have elected) not to purchase the Premises, or (B) the date that the ROFO Contract is
terminated, as applicable; or 
 (ii)        Lessor desires to sell the Premises
for a purchase price that is less than ninety-five percent (95%) of the purchase price set forth in the Offer Notice and otherwise on terms and conditions not materially more favorable to the third party Lessor than the terms and conditions set
forth in the Offer Notice, then Lessor shall again deliver to Lessee an Offer Notice and otherwise comply with this Paragraph 63 before proceeding with a sale of the Premises. 

(e)         This Paragraph 64 shall not apply to a foreclosure or deed in lieu
of foreclosure with respect to a lien held by a bona-fide third party lender, and upon any such foreclosure or deed in lieu of foreclosure, the provisions of this Paragraph 64 shall terminate and be of no further force or effect. 

  
 4 

									
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 65.        Sale of Membership Interest in
Landlord.  If any member of Landlord desires to sell its membership interest in Landlord and no other member(s) of Landlord elects to purchase such membership interest, Landlord will promptly send a letter to Landlord’s members
informing them of Tenant’s possible interest in purchasing such membership Interest, provided that the failure to send such letter shall not create any liability for Landlord or Landlord’s members, and shall not excuse Tenant from
performing, or otherwise alter, Tenant’s obligations or liabilities arising out of or in connection with the Lease. The provisions of this Section 65 shall not apply to any sale to family members, or in connection with any transfer for
estate planning purposes or due to death. 
 66.        Early
Occupancy.    Landlord and Tenant shall negotiate in good faith regarding possible early occupancy by Tenant of an approximately 3,000 square foot portion of the Premises (“Early Occupancy Portion”) prior to
completion of the Work. However, if (i) Existing Tenant has fully vacated the Premises, (ii) Existing Tenant’s lease covering the Premises has terminated and Existing Tenant is not a holdover tenant thereunder, and (iii) Existing
Tenant is not then performing any of the Work, Tenant may occupy the Early Occupancy Portion prior to the Commencement Date subject to the following terms and conditions: (i) such early occupancy shall be subject to all of the terms and
conditions of the Lease, except that monthly Base Rent until the Commencement Date occurs shall equal $50,000 multiplied by a fraction, the numerator of which is the rentable square footage of the Early Occupancy Portion and the denominator of which
is 20,000; and (ii) Tenant shall in no way interfere with performance of the Work by Landlord or Landlord’s contractors. If Tenant nonetheless does interfere with the Work, then, notwithstanding any provision of this Lease to the contrary
and without in any way limiting Landlord’s rights or remedies as a result thereof, the Commencement Date shall occur on the date Landlord determines in its reasonable discretion that the Work would have been substantially completed but for such
interference. 
  

					
	 “Lessor”

	
	 CLOVER ASSOCIATES, LLC 

	
	 By: /s/ Helen Funai Erickson      

			
		 	      Name:      
	 	 Helen Funai Erickson, Trustee of the Helen Funai Erickson Marital Trust
dtd 9/13/17                                       
   



 
					
		 	      Its:
	 	 Member





					
		 	      /s/ Hedley Beesley

		 	      Hedley Beesley, Trustee of the Hedley and Sue

                      Beesley
Trust dtd 9/5/91

		 	      Its: Member



 
					
	
	 “Lessee”

	
	 KITE PHARMA, INC.

		
	 By:  
	 	 /s/ Aya Jakobovits

		 	 Name:     
	 	 Aya Jakobovits





					
		 	    Its:
	 	 President & CEO




  
 5 

									
	 HB        
	 		  		  	
	08720-00015/1920558.4	  		  		 	









 EXHIBIT “A” 

Work by Existing Tenant 
  

	1.	 Replace Roof 


  

	2.	 Perform such work as is required to put the parking lot in good condition and repair 



 

	3.	 Replace stained ceiling tiles 


  

	4.	 Waterproof windows located at front of building 


  

	5.	 Add sealant between concrete exterior panels 


  

 
  
  

  
 EXHIBIT “A”


									
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	08720-00015/1920558.4