Lease Agreement for premises at 3001 Redhill Ave, Bldg. 4 Suite 200



 Exhibit 10.19 
  
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 STANDARD INDUSTRIAL/COMMERCIAL 
 MULTI-TENANT LEASE - GROSS 
 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 
  
 1. Basic Provisions (“Basic Provisions”). 
  
 1.1 Parties: This Lease (“Lease”), dated for
reference purposes only November 25, 2003, is made by and between Orange County Department of Education Facilities Corporation, a California Corporation (“Lessor”) and Irvine Sensors Corporation, a Delaware Corporation
(“Lessee”), (collectively the “Parties”, or individually a “Party”). 
  
 1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the
terms of this Lease, commonly known by the street address of 3001 Redhill Avenue, Building 4, Suite 200, located in the City of Costa Mesa, County of Orange, State of California, with zip code 92626, as outlined on Exhibit B attached hereto
(“Premises”) and generally described as (describe briefly the nature of the Premises): The Premises consisting of approximately 10,010 square feet in Building 4 of the Project known as the Esplanade. (See Addendum Paragraph 50). In
addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the
roof, exterior walls or utility raceways of the building containing the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with
all other buildings and improvements thereon, are herein collectively referred to as the “Project.” (See also Paragraph 2.) 
  
 1.2(b) Parking: in common unreserved vehicle parking spaces (“Unreserved Parking Spaces”); and 0 reserved vehicle
parking spaces (“Reserved Parking Spaces”). (See also Paragraph 2.6.) 
  
 1.3 Term: 5 years and 0 months (“Original Term”) commencing October 1, 2003 (“Commencement Date”) and ending September 30, 2008 (“Expiration
Date”). (See also Paragraph 3.) 
  
 1.4 Early
Possession: N/A (“Early Possession Date”). (See also Paragraphs 3.2 and 3.3.) 
  
 1.5 Base Rent: $ 14,514.50 per month (“Base Rent”), payable on the first day of each month commencing October
1, 2003. (See also Paragraph 4.) 
  
 þ If this
box is checked, there are provisions in this Lease for the Base Rent to be adjusted. (See Addendum Paragraph 51) 
  
 1.6 Lessee’s Share of Common Area Operating Expenses: N/A percent (N/A%) (“Lessee’s Share”). 
  
 1.7 Base Rent and Other Monies Paid Upon Execution: (See Addendum
Paragraph 51.) 
  

	 	(a)	Base Rent: $ 14,514.50 for the period 10/01/03-10/31/03. 

  

	 	(b)	Common Area Operating Expenses: $ N/A for the period N/A. 

  

	 	(c)	Security Deposit: $ 18,321.00 (“Security Deposit”). (See also Paragraph 5.) 

  

	 	(d)	Other: $ N/A for N/A. 

  

	 	(e)	Total Due Upon Execution of this Lease: $ 32,835.50. 

  
 1.8 Agreed Use: General administrative offices on second floor plus laboratory in first floor suite 122 used for assembly and test of prototype
electronics. (See also Paragraph 6.) 
  
 1.9 Insuring
Party. Lessor is the “Insuring Party”. (See also Paragraph 8.) 
  
 1.10 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): 
  
 þ CIP Real Estate Property Services represents
Lessor exclusively (“Lessor’s Broker”); 
  
 þ Lee & Associates-Newport Beach represents Lessee exclusively (“Lessee’s Broker”); or 
  
  ̈ N/A represents both Lessor
and Lessee (“Dual Agency”). 
  
 (b) Payment to
Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of
             or 1.5% of the total Base Rent for only Building 4 Suite 200/122 for the brokerage services rendered by the Brokers). (CIP Real Estate Property Services
commission paid pursuant to Property Management Agreement.) 
  
 1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A (“Guarantor”). (See also Paragraph 37.) 
  
 1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 50 through 73
and Exhibits A through C, all of which constitute a part of this Lease. 
  
 2.
Premises. (See Addendum Paragraphs 50, 52, 53, 54, 55 and 56.) 
  
 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. 
  
 2.2 Condition. (See Paragraph
2.5) Lessor shall deliver that portion of the Premises contained within the Building (“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ( “Start
Date”), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date and that
the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects. If a non-compliance with such 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, 
  


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 and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required
notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof,
foundations, and/or bearing walls - see Paragraph 7). 
  
 2.3
Compliance. (See Paragraph 2.5) Lessor warrants that the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and
also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date (“Applicable Requirements”). Said warranty does not apply to the use to which Lessee will put the Premises
or to any Alterations 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 zoning is 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, correction of that non-compliance 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 Unit, Premises and/or
Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as
follows: 
  
 (a) Subject to Paragraph 2.3(c) below, if such
Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital
Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s
termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires
such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises
without commencing such Capital Expenditure. 
  
 (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 the portion of such costs
reasonably attributable to the Premises pursuant to the formula set out in 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 be fully responsible for the cost thereof, and Lessee shall not 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, 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, 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. The Lessee is the Lessee and occupant of the Premises on the Start Date and this Paragraph 2.5 is operable. See also
Addendum Paragraphs 52, 53 and 54. 
  
 2.6 Vehicle Parking.
Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more
parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading
and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. 
  
 (a) Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities. 
  
 (b) Lessee shall not service or store any vehicles in the Common Areas.

  
 (c) If Lessee permits or allows any of the prohibited
activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall
be immediately payable upon demand by Lessor. 
  
 2.7 Common
Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that
are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including
parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 
  
 2.8 Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any
property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any
unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon
demand by Lessor. 
  
 2.9 Common Areas - Rules and
Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and
regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor
shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. 
  
 2.10 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time: 
  
 (a) To make changes to the Common Areas, including, without limitation,
changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; 
  
 (b) To close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available; 
  
 (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; 
  
 (d) To add additional buildings and improvements to the Common Areas; 
  
 (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any
portion thereof; and 
  
 (f) To do and perform such other acts and
make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 
  
 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 Lessee’s Share of Common Area
Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date. 
  
 3.3 Delay In Possession. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, 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 it receives possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee
may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such 
  


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 written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. Except
as otherwise provided, if possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, 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 of the Premises is not delivered within 4 months
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 tender possession of the Premises to Lessee until Lessee complies with its obligation to
provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold
possession until such conditions are satisfied. 
  
 4. Rent. 
  
 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under
the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”). (See Addendum Paragraph 51) 
  
 4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share (as
specified in Paragraph 1.6.) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions: 
  
 (a) “Common Area Operating Expenses” are defined, for
purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following: 
  

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

  
 (aa) The Common Areas and Common Area improvements,
including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, and roof drainage
systems. 
  
 (bb) Exterior signs and any tenant directories.

  
 (cc) Any fire sprinkler systems. 
  
 (ii) The cost of water, gas, electricity and telephone to service the Common
Areas and any utilities not separately metered. 
  
 (iii) Trash
disposal, pest control services, property management, security services, and the costs of any environmental inspections. 
  
 (iv) Reserves set aside for maintenance and repair of Common Areas. 
  
 (v) Any increase above the Base Real Property Taxes (as defined in Paragraph 10). 
  
 (vi) Any “Insurance Cost Increase” (as defined in Paragraph 8).

  
 (vii) Any deductible portion of an insured loss concerning the
Building or the Common Areas. 
  
 (viii) The cost of any Capital
Expenditure to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more
than Lessee’s Share of 1/144th of the cost of such Capital Expenditure in any given month. 
  
 (ix) Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense. 
  
 (b) Any Common Area Operating Expenses and Real Property Taxes that are
specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area
Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

  
 (c) The inclusion of the improvements, facilities and services
set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or
Lessor has agreed elsewhere in this Lease to provide the same or some of them. 
  
 (d) Lessee’s Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement of actual expenses is presented to Lessee. At Lessor’s option, however, an
amount may be estimated by Lessor from time to time of Lessee’s Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate, during each 12 month period of the Lease term, on the
same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses incurred
during the preceding year. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year exceed Lessee’s Share as indicated on such statement, Lessor shall credit the amount of such over-payment against Lessee’s Share of
Common Area Operating Expenses next becoming due. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year were less than Lessee’s Share as indicated on such statement, Lessee shall pay to Lessor the amount of the
deficiency within 10 days after delivery by Lessor to Lessee of the statement. 
  
 (e) When a capital component such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences, etc. requires replacement, rather than repair or
maintenance, Lessor shall, at Lessor’s expense, be responsible for such replacement. Such expenses and/or costs are not Common Area Operating Expenses. 
  
 4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. 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. 
  
 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 monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as
the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security
Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change
the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level
based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 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. Lessor shall not unreasonably withhold or delay its consent to any written request for
a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If
Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use. 
  
 6.2 Hazardous Substances. (See Addendum Paragraph 55 and Exhibit C)

  
 (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 
  


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 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, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property
to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to
protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective
modifications (such as concrete encasements) and/or increasing the Security Deposit. 
  
 (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by
Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. 
  
 (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, 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 areas outside of the Project). 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
existed as a result of Hazardous Substances on the Premises prior to the Start Date Lessee’s original occupancy of the Premises or portions thereof under the Old Lease (unless caused by Lessee, its agents or employees) or which are caused by
the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease. 
  
 (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the
existence of Hazardous Substances on the Premises prior to Lessee’s original occupancy of such Premises which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees, the Start Date, 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, under the Old Lease or this Lease, in which event Lessee shall be responsible for such payment. Lessee
shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial
responsibilities. 
  
 (g) Lessor Termination Option. If a
Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor because it occurred during Old Lease (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 Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written
request, provide Lessor with copies of 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. 
  
 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, 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 contamination 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. 
  
 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, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any
items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and
maintenance of the service contracts required by Paragraph 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. 
  
 (b) Service Contracts.
Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and
improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii) clarifiers, and (iv) 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 if Lessor so elects, 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 reimburse Lessor for the cost thereof. 
  
 (d)
Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item
described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee
shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is
one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay interest on the unamortized balance at a rate that is commercially reasonable in the judgment of Lessor’s accountants. Lessee may, however, prepay
its obligation at any time. 
  
 7.2 Lessor’s
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to
reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke
detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs 
  


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 and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is
a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the
Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 
  
 7.3 Utility Installations; Trade Fixtures; Alterations. 
  

(a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines, power panels, electrical
distribution, security and fire protection systems, communication systems, 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). (See Addendum Paragraph 56) 
  
 (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, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the
aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor
may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and
specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a
workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. 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) Indemnification. Lessee shall pay, when due, all claims for labor
or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall
give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or
demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall
require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay
Lessor’s attorneys’ fees and costs. 
  
 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 also 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 Project) 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. 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 of Premium Increases. 
  
 (a) As used
herein, the term “Insurance Cost Increase” is defined as any increase in the actual cost of the insurance applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and
8.3(b), (“Required Insurance”), over and above the Base Premium, as hereinafter defined, calculated on an annual basis. Insurance Cost Increase shall include, but not be limited to, requirements of the holder of a mortgage or deed of trust
covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. The term Insurance Cost Increase shall not, however, include any premium increases resulting from
the nature of the occupancy of any other tenant of the Building. If the parties insert a dollar amount in Paragraph 1.9, such amount shall be considered the “Base Premium.” The Base Premium shall be the annual premium applicable to
the 12 month period immediately preceding the Start Date. If, however, the Project was not insured for the entirety of such 12 month period, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as
of the Start Date, assuming the most nominal use possible of the Building. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under
Paragraph 8.2(b). 
  
 (b) Lessee shall pay any Insurance Cost
Increase to Lessor pursuant to Paragraph 4.2. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date. 
  
 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, an
“Additional Insured-Managers or Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” for 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. All insurance carried by Lessee 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. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance
shall be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4. 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 per occurrence. 
  
 (b) Rental Value. Lessor shall also 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. 
  
 (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or
other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises. 
  


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 (d) Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required
to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. 
  
 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 per occurrence. The proceeds from any such insurance shall be used by Lessee for
the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. 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 B+ A, V, 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 30 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. 
  
 8.8 Exemption of Lessor from Liability. Lessor shall not be liable for 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, or from the
breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon
other portions of the Building, or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in
the Project. Notwithstanding Lessor’s negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee’s business or for any loss of income or profit therefrom. 
  
 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 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a
sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. 
  
 (b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises,
other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month’s Base
Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. 
  
 (c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 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. 
  
 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 $5,000 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 as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not
commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate
assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall
complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such
restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to
reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net
proceeds of any such insurance shall be made available for the repairs if made by either Party. 
  
 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. 
  


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 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. 
  
 10. Real Property Taxes. 
  
 10.1 Definitions. 
  
 (a) “Real Property Taxes.” As used herein, the term “Real Property Taxes” shall include any form of assessment; real
estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in
the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the
proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge,
or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon. 
  
 (b) “Base Real Property Taxes.” As used herein, the term
“Base Real Property Taxes” shall be the amount of Real Property Taxes, which are assessed against the Premises, Building, Project or Common Areas in the calendar year during which the Lease is executed. In calculating Real Property
Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

  
 10.2 Payment of Taxes. Lessor shall pay the Real
Property Taxes applicable to the Project, and except as otherwise provided in Paragraph 10.3, any increases in such amounts over the Base Real Property Taxes shall be included in the calculation of Common Area Operating Expenses in accordance with
the provisions of Paragraph 4.2. 
  
 10.3 Additional
Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for
the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property
Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request. 
  
 10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion
of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information
as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive. 
  
 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to
Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property. 
  
 11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises,
together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered
utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster is emptied, then Lessor may increase Lessee’s Base
Rent by an amount equal to such increased costs. See Addendum Paragraph 57 
  
 12.
Assignment and Subletting. (See Addendum Paragraph 72) 
  
 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. 
  
 (b) A change in the
control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. 
  
 (c) The involvement of Lessee or its assets in any transaction, or series of
transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of
the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to
said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee” shall mean the net worth of
Lessee (excluding any guarantors) established under generally accepted accounting principles. 
  
 (d) An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If
Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect.
Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and
non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. 
  
 (e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. 
  
 12.2 Terms and Conditions Applicable to Assignment and Subletting.

  
 (a) Regardless of Lessor’s consent, any assignment or
subletting shall not: (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 therefore 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 $1,000 or 10% of
the current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, 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. 
  
 (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, 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. 
  
 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: 
  


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 (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. Lessor
shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such
sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due
and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the
contrary. 
  
 (b) In the event of a Breach by Lessee, Lessor may,
at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however,
Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. 
  
 (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. 
  
 13. Default; Breach; Remedies. 
  
 13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as
the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: 
  
 (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage
of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. 
  
 (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,
whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3
business days following written notice to Lessee. 
  
 (c) The
failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested
subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41 (easements), or (viii) 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. 
  
 (d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than
those described in subparagraphs 13.1(a), (b) or (c), 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. 
  
 (e) 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 (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. 
  
 (f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. 
  
 (g) If the performance of Lessee’s obligations under this Lease is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a
bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to
provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

  
 13.2 Remedies. If Lessee fails to perform any of its
affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor
by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check. 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 or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by
Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the
time of such acceptance. 
  
 13.4 Late Charges. Lessee
hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee
shall 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 
  


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 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 be equal to the prime rate reported in the Wall Street Journal as
published closest prior to the date when due plus 4%, 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
an amount equal to the greater of one month’s Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessee’s right to reimbursement from Lessor. 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 floor area of the Unit, or more than 25% of Lessee’s Reserved Parking Spaces, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in
writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation 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 1.10 above, and unless Lessor and
the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (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 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts
to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such
amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage
fee owed. 
  
 15.3 Representations and Indemnities of Broker
Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named
Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto. 
  
 16. Estoppel Certificates. 
  
 (a) Each Party (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 American Industrial 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. Notwithstanding the above, and subject to the provisions of Paragraph 20 below, the original Lessor
under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph
6.2 above. 
  
 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. Subject to the provisions of Paragraph 17
above, the obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Premises,
and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, 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 
  


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 person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express
Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s
address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address
for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 
  
 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given
on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 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 monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically
agreed to in writing by Lessor at or before the time of deposit of such payment. 
  
 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 default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to any breach of duty, error or omission relating to this Lease 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) Buyer and Seller 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. Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in
the event of such foreclosure, 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. 
  
 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 
  


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 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 for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making
such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For
Sale” signs and Lessor may during the last 6 months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may not at any time place on the Premises any ordinary “For Sublease” sign
without Lessor’s prior written approval. 
  
 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. Except for ordinary “For Sublease” signs which may
be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent. All signs must comply with all Applicable Requirements. 
  
 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 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 American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease. 
  
 37.2 Default. It shall constitute a Default of the Lessee if any
Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified
copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. 
  
 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all
of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 
  
 39. Options. If Lessee is granted 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, (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), (ii) Lessor gives to Lessee 3 or more notices of separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) if Lessee
commits a Breach of this Lease. 
  
 40. 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. 
  
 41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel
maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee
agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 
  
 42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted
shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. 
  
 43. Authority. 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. 
  
 44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 
  
 45. 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. 
  
 46. 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. 
  


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 47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple
Parties shall have joint and several responsibility to comply with the terms of this Lease. 
  
 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. 
  
 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 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT,
OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 
  
 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.  
  
 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR
LESSEE’S INTENDED USE. 
  
 WARNING: IF THE PREMISES ARE 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 ARE LOCATED. 
  

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

	Executed at: Costa Mesa, CA 92626	 	Executed at: Costa Mesa, CA 92626
	on: ________________________________	 	on: _________________________________
		
	By LESSOR:	 	By LESSEE:
	 Orange County Department of Education Facilities
Corporation, a California Corpor
	 	Irvine Sensors Corporation, a Delaware Corporation
		
	 By: /s/ Nina Young

	 	 By: /s/ Robert G. Richards


	Name Printed: Nina Young	 	Name Printed: Robert G. Richards
	Title: Executive Director, Facilities & Operation	 	Title: Chief Executive Officer
		
	By: ___________________________________	 	 By: /s/ John J. Stuart, Jr.


	Name Printed: ___________________________________	 	Name Printed: John J. Stuart, Jr.
	Title: ___________________________________	 	Title: Chief Financial Officer
	 Address: 19762 MacArthur Blvd., Suite 300
 Irvine, CA 92612
	 	 Address: 3001 Redhill Avenue, Suite 4-200
 Costa Mesa, CA 92626

	Telephone: (949) 474-7030	 	Telephone: (        )___________________________________
	Facsimile: (        )___________________________________	 	Facsimile: (        )___________________________________
	 Federal ID No.___________________________________
	 	Federal ID No.___________________________________

  
 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: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213)
687-8777. 
  
 (c)Copyright 1998 By American Industrial Real
Estate Association. 
 All rights reserved. 
 No part of these works may be reproduced in any form without permission in writing. 
  


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	© 1998 - American Industrial Real Estate Association	  	  	FORM MTG-2-11/98E









 ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL 
 MULTI-TENANT LEASE - GROSS 
  
 Dated for Reference Purposes 
 November 25, 2003 
  
 By and Between 
  
 ORANGE COUNTY DEPARTMENT OF EDUCATION FACILITIES CORPORATION,

 a California Corporation (“Lessor”) 
  
 and 
  
 IRVINE SENSORS CORPORATION, 
 a
Delaware corporation (“Lessee”) 
  

	50.	Premises. The Premises as referenced in Section 1.1 of the Lease includes: 

  
 Suite 4-200 which includes approximately 8,560 rentable square feet of executive office space on the second floor and a
connected approximately 1,450 square feet of warehouse and laboratory space on the first floor, sometimes referred to as Suite 122, for a total of 10,010 rentable square feet. 
  

	51.	Base Rent. The Base Rent defined in Paragraph 1.5 of the lease shall be increased annually by three point five percent (3.5%) cumulatively in accordance with the
following schedule: 

  

	 Months

	  	Rental Amount
Base Rent


	 10/01/03-10/31/04
	  	$	14,514.50
	 11/01/04-09/30/05
	  	$	15,022.51
	 10/01/05-09/30/06
	  	$	15,548.30
	 10/01/06-09/30/07
	  	$	16,092.49
	 10/01/07-09/30/08
	  	$	16,655.73

  

	52.	Lessee’s Occupancy and Obligations Prior to Start Date. Lessee is currently the Lessee and the sole occupant of Suites 200/122 of the Premises pursuant to a Lease
dated October 1, 2001, as amended (“Old Lease”). For the benefit of Lessor, Lessee acknowledges its obligations under the Old Lease, including, without limitation, Lessee’s obligations with respect to the condition of the Premises at
the end of the term of the Old Lease. 

  

	53.	Lessee’s Occupancy on the Start Date. Lessor and Lessee acknowledge Lessee’s occupancy of Suites 200/122 of the Premises on and as of the Start Date. Subject
to Addendum Paragraph 54 below, Lessor shall be deemed to have delivered the Premises to Lessee as of the Start Date “as is, where is” in the condition of the Premises on that date subject to Lessee’s obligations to Lessor under the
Old Lease. Lessor and Lessee further acknowledge that Paragraph 2.5, Lessee as Prior Owner/Occupant, of this Lease is applicable and reflects the agreement of the Parties. 

  

	54.	Termination of the Old Lease. Subject to any continuing obligations of Lessee under the Old Lease as set forth in Paragraphs 52 and 53 above, the Old Lease and
Lessee’s occupancy thereunder shall be deemed to have been terminated on September 30, 2003, and the provisions of this Lease shall govern Lessee’s lease and occupancy of the Premises from and after October 1, 2003.


  


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	55.	Hazardous Substances/Disclosure Certificate. “Hazardous Substances” as defined in Section 6.2 of this Lease shall also have the same meaning as any
toxic, hazardous substances, material, waste, pollutant, contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or
regulations promulgated thereto: (1) any “hazardous substance” within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) 42 U.S.C. § 9601, et
seq. or the California Hazardous Substance Account Act, Cal. Health and Safety Code § 25300 et seq. or the Porter-Cologne Water Quality Act, Cal. Water code §13000 et seq. or the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, et seq.; (2) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; or (3) any other substance,
chemical, waste, toxicant, pollutant or contaminate regulated by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment “Environmental Laws”, including without limitation,
any petroleum products or fractions thereof. Lessee acknowledges its obligations under Paragraph 6.2 of the Lease and affirms that Lessee’s Reportable Use of Hazardous Substances under the Lease has and will at all times be done with timely
compliance (at Lessee’s expense) with all Applicable Requirements as more fully contemplated by Paragraph 6.2 of the Lease. In accordance with and as contemplated by Paragraph 6.2(b) of this Lease and not by way of limitation, Lessee shall
promptly notify Lessor in writing and provide Lessor copies of any comments, notices or reports concerning Lessee’s use of Hazardous Substances received by Lessee from or by any governmental agency. Prior to executing this Lease, Lessee has
completed, executed and delivered to Lessor Lessee’s initial Hazardous Substances Disclosure Certificate (“Initial HazMat Certificate”) a copy of which is attached hereto as Exhibit C and incorporated herein by this reference. Lessee
covenants, represents and warrants to Lessor that the information on the Initial HazMat Certificate is true and correct and accurately describes the use(s) of Hazardous Substances which are and/or will be made and/or used on the Premises by Lessee.
Lessee shall commencing with the date which is one year from the Commencement Date and continuing every year thereafter or at any other time upon reasonable request of Lessor, complete, execute, and deliver to Lessor, a Hazardous Substances
Disclosure Certificate (the “HazMat Certificate”) substantially in the form of Exhibit C describing Lessee’s then present use of Hazardous Substances on the Premises, and any other reasonably necessary documents as required by Lessor.


  

	56.	Lessee’s Alterations. Lessor and Lessee acknowledge that Lessee has substantially altered Suite 122 of the Premises since such Suite was delivered by
Lessor to Lessee under the Old Lease. Such alterations included, without limitation, laboratories, additional HVAC, office improvements, corridors, stairways and the like (collectively “Lessee’s Alterations”). By way of explanation
but not by way of limitation of any alterations made by Lessee to any portion of the Premises pursuant to Paragraph 7 of the Lease, such Lessee’s Alterations to Suite 122 are deemed to be “Lessee Owned Alterations and/or Utility
Installations” under Paragraph 7 of this Lease. In the event that Lessor elects to require removal of any of the Lessee’s Alterations or any portion thereof pursuant to Lessor’s right to do so under Paragraph 7.4 of this Lease, Lessee
shall restore the affected Premises to its condition as of the Commencement Date of the Old Lease, normal wear and tear excepted. 

  

	57.	Utilities. Paragraph 11, Utilities, of the Lease is revised in its entirety to read as follows: 

  

	  	“11. Utilities. Lessor shall pay for all water and trash disposal services supplied to the Premises, together with any taxes thereon. In addition, Lessor shall
pay for all gas, heat, light and power supplied to the Premises, which is not separately metered and paid for by Lessee as of the Commencement Date of the Lease or in general together with any taxes thereon. Lessee shall pay for all telephone,
janitorial and other services and utilities supplied to the Premises, which are not paid for by Lessor as above provided, together with any taxes thereon. If at any time in Lessor’s sole judgment, Lessor determines that Lessee is using a
disproportionate amount of water, electricity or other metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the
dumpster is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such increased cost.” 

  


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	58.	Exterior Storage. Lessee shall neither store nor permit to be stored any vehicles, boats, RV’s, goods, machinery, merchandise, equipment or any other items
whatsoever on the Premises other than wholly within a closed building without the prior written approval of the Lessor. Any item left unattended for 96 hours is subject to removal at owner’s expense. 

  

	59.	Fire Sprinkler Upgrade. Lessee acknowledges that any Lessee improvements made by Lessee on or after the Commencement Date will include bringing the existing
fire sprinkler system up to City of Costa Mesa code and ADA retrofitting requirements as made necessary by the build-out. 

  

	60.	Dumping/Trash. Lessee acknowledges that there shall be no dumping of carpet, cement, concrete, rock, wood products, or any other such heavy materials into the
trash bins or anywhere else on the Premises. Lessee shall not dispose of rubbish from off-site operations in the trash areas or elsewhere in the Project, nor shall Lessee permit or allow Lessee’s employees, suppliers, shippers, customers,
contractors and invitees to do so. 

  

	61.	Parking. Any vehicle left unattended for 96 hours is subject to tow at vehicle owner’s expense. In addition, no Lessee shall use, or cause to be used, more
parking that the parking ratio established by the City of Costa Mesa for their given space. 

  

	62.	Window Coverings. All window coverings must be approved in writing by Lessor. Failure to obtain written approval for window coverings shall be considered a
violation of this Lease. 

  

	63.	Lessee Information is attached as Exhibit “A”. 

  

	64.	Site Plans/Space Plans (Premises) are attached as Exhibit “B-l”, “B-2” and “B-3”. 

  

	65.	Rekeying. In the event that Lessee wants to rekey the access doors to the Premises, Lessee must retain the approved contractor for the Project (see below) and
any rekeying must conform to the Project’s “Master Key System”. Any rekeying will be Lessee’s sole cost and responsibility. 

  

	  	Approved Contractor: 

  

	    	Airport Lock & Safe Co. 


	  	4251 Martingale Way, Suite D 


	  	Newport Beach, CA 92660 


	  	Telephone: (949) 833-2034 

  

	66.	Pets. No pets are allowed on the Premises or at the Project without Lessor’s prior written consent except for seeing eye dogs/service pets per ADA.


  

	67.	Miscellaneous. Lessee shall not cook or prepare meals on the Premises. Lessee shall not use Premises for a “residence” for itself or any employee of Lessee.


  

	68.	Confidentiality. The terms of this Lease have been negotiated between Lessor and Lessee and are not for publication to other parties. Lessee agrees to keep the
terms of this Lease confidential. 

  

	69.	General Rules and Regulations. Lessor may from time to time establish and/or modify reasonable rules and regulations in addition to those contained herein
governing the use and occupancy of the Premises, the Building and the Project. 

  

	70.	Relocation. In Lessor’s sole discretion, during the Lease, Lessor may relocate Lessee to a different location which shall be at least the same size and
configuration as in Building 4 Suite 200 and Building 4 Suite 122. If Lessor decides to relocate Lessee to a different location, Lessor will reimburse Lessee for the cost of new Letterhead, Business Cards, Signage and Moving Expenses.


  


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	71.	Marketing of Suites. Lessor agrees to make its best effort to market the below portions of the Premises in Building 4. The Base Rent, as defined in Paragraph
1.5 of the Lease shall be: 

  

	 Suite

	  	Square Feet

	    	Base Rent


	 4-103
	  	1,920	    	$	2,016.00
	 4-103 (“CAM”)
	  	1,920	    	$	76.80
	 4-105
	  	1,620	    	$	1,701.00
	 4-105 (“CAM”)
	  	1,620	    	$	64.80
	 4-213
	  	217	    	$	314.65
	 4-215
	  	189	    	$	274.05
	 4-217
	  	193	    	$	279.85
	 4-218
	  	178	    	$	258.10
	 4-219
	  	663	    	$	961.35
	 4-220
	  	508	    	$	736.60
	 4-221
	  	156	    	$	226.20
	 4-224
	  	756	    	$	1,096.20
	 4-226
	  	319	    	$	462.55
	 4-228
	  	344	    	$	498.80
	 	  	
	    	
	

	 	  	7,063	    	$	8,825.35

  

	  	Should the Lessor obtain a tenant for any of the aforementioned portions of the Premises prior to September 30, 2004 then Lessor shall release Lessee from any remaining obligations
with regards to those specific Premises per a separate Termination Agreement to be entered into between the parties. Lessee shall pay the leasing commission for the space leased to a third party by the Lessor only for the time representing the
commencement date up to September 30, 2004. Lessee shall pay for a portion of any improvements, the amount of which to be decided when Lessee receives an offer to lease from a third party and a list of the tenant improvements required and the
construction costs. All remaining Premises that Lessor has not leased via a direct deal will terminate September 30, 2004 and possession of the Premises shall be given to Lessor. 

  

	72.	Sublease with MEMSco, LLC. Building 4 Suite 108, which is approximately 1,845 rentable square feet, is presently subleased to MEMSco, LLC, which will continue
through September 30, 2004. Lessee, Irvine Sensors Corporation, is solely responsible for the monthly Base Rent of $1,937.25 and the Common Area Maintenance fee of $73.80 through September 30, 2004. 

  

	73.	Lessee Improvements: Lessor at its sole cost and expense shall bear the total cost of the Tenant Improvements outlined below: 

  

	 	•	 	ADA upgrade of women and men’s restrooms in Building 4 Suite 200 (one (1) set of women’s and one (1) set of men’s). 

  

	 	•	 	Painting of doors and molding in Building 4 Suite 200. 

  

	 	•	 	Installation of higher intensity light bulbs in various ceiling light fixtures in Building 4 Suite 200. 

  

	 	•	 	Interior window removal and sound insulation of Board Room in Building 4 Suite 200. 

  

	 	•	 	Installation of hot/cold plumbing in Building 4 Suite 200. 

  

	 	•	 	Attempt to make safety modifications to the exterior stairs of Building 4. 

  

	  	All finishes and colors shall be consistent with current building standards and at the discretion of the Lessor. Tenant Improvements will commence upon Lease execution and will take
place at times mutually agreed to between the Lessor and Lessee. 

  


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 EXHIBIT A 
  

TENANT INFORMATION 
 THE ESPLANADE
ON REDHILL LLC 
  

	1.	Your new mailing address will be: 

  

	  	3001 Redhill Avenue, Building 4, Suite 200 


	  	Costa Mesa, CA 92626 

  

	2.	If you are new in Costa Mesa, you must got to the City Hall to apply for a business license. The address is: 

  

	  	City of Costa Mesa 


	  	Business License Division 


	  	77 Fair Drive 


	  	Costa Mesa, CA 92626 


	  	(714) 754-5234 

  

	3.	Utilities providing serve to The Esplanade:’ 

  

	  	PAC Bell 


	  	(800) 300-8899 

  

	  	Southern California Edison 


	  	P.O. Box 600 


	  	Rosemead, CA 91771-001 


	  	(800) 950-2356 

  

	4.	The nearest Post Office is: 

  

	  	1590 Adams Avenue 


	  	Costa Mesa, CA 92626 


	  	(800) 275-8777 

  

	5.	Please make checks payable to: 

  

	  	CIP Real Estate Property Services 

  

	6.	Mail check to: 

  

	  	CIP Real Estate Property Services 


	  	19762 MacArthur Blvd., Suite 300 


	  	Irvine, CA 92612 


	  	Attention: Accounting 

  

	7.	As per the lease, the Lessor is required to be listed as an additional insured on the “Certificate of Insurance”. Please list as follows: 

  

	  	Orange County Department of Education Facilities Corporation, Orange County Board of Education, Orange County Superintendent of Schools c/o CIP Real Estate Property Services and CIP
Real Estate Property Services 

  

	8.	Property Management Company: CIP Real Estate Property Services 

  

	          Telephone: 
	 (949) 474-7030 



	          Facsimile: 
	 (949) 474-2101 



	          Contact Person: 
	 Jaime Hill – Property Manager 


  
  


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 EXHIBIT B 
  

THE ESPLANADE ON REDHILL LLC 
  
 SITE PLAN/SPACE PLAN 
  
 (SEE FOLLOWING PAGE) 
  


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 [GRAPHIC APPEARS HERE] 
  
 THE ESPLANADE 
 3001 RED HILL, COSTA MESA, CALIFORNIA 
  
 SUITE
109 
  
 OFFICE
AREA:         4,139.13 S.F. 
  

	 DATE: 03/15/02
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 EXHIBIT C 
  

HAZARDOUS SUBSTANCES 
 DISCLOSURE CERTIFICATE 
  
 Your cooperation in this matter is appreciated. Initially, the information provided by you in this Hazardous Substances Disclosure Certificate is necessary for the Lessor (identified below) to evaluate and finalize a
lease agreement with you as Lessee. After a lease agreement is signed by you and the Lessor (the “Lease Agreement”), on an annual basis in accordance with the provisions of Section 6.2 and Addendum 55 of the signed Lease Agreement you are to provide an update to the information initially provided by you in this certificate. The information contained
in the initial Hazardous Substances Disclosure Certificate and each annual certificate provided by you thereafter will be maintained in confidentiality by Lessor subject to release and disclosure as required by (i) any lenders and owners and their
respective environmental consultants, (ii) any prospective purchaser(s) or all or any portion of the property on which the Premises are located, (iii) Lessor to defend itself or its lenders, partners or representatives against any claim or demand,
and (iv) any laws, rules, regulations, orders, decrees, or ordinances, including, without limitation, court orders or subpoenas. Any and all capitalized terms used herein, which are not otherwise defined herein, shall have the same meaning ascribed
to such term in the signed Lease. Any questions regarding this certificate should be directed to, and when completed, the certificate should be delivered to: 
  

	Lessor:	Orange County Department of Education 


	  	c/o CIP Real Estate Property Services 


	  	19762 MacArthur Blvd., Suite 300 


	  	Irvine, CA 92612 


	  	Phone: 949/474-7030 

  
 Name of (Prospective) Lessee: Irvine Sensors Corp. 
  
 Mailing Address: 3001 Redhill B3-108 Costa Mesa CA 92626 
  
 Contact
Person, Title and Telephone Number(s): John J. Stuart, Jr. 714-549-8211 
  
 Contact Person for Hazardous Waste Substances Management and Manifests and Telephone Number(s): Doug Albert, Facilities Mgr 714-444-8783 
  
 Address of Premises: 3001 Redhill Avenue, Building 3 Costa Mesa, CA 92626 
  
 Length of (Prospective) Initial Term: 2003-2008 
  
 1. General Information: 
  
 Describe the initial proposed operations to take place in, on, or about the Premises, including, without limitation, principal products processed,
manufactured or assembled services and activities to be provided or otherwise conducted. Existing Lessee should describe any proposed changes to on-going operations. 
  
 Electronics research & development 
  
 2. Use, Storage and Disposal of Hazardous Substances: 
  
 2.1 Will any Hazardous Substances be used, generated, stored or disposed of in, on or about the Premises? Existing Lessee should describe any Hazardous
Substances, which continue to be used, generated, stored or disposed of in, on or about the Premises. 
  

	 Wastes
	 	Yes x	 	No  ̈
	 Chemical Products
	 	Yes x	 	No  ̈
	 Other
	 	Yes  ̈	 	No  ̈

  
  
 If Yes is marked, please explain: substances that may be considered hazardous consist, of chemicals & mtls commonly used in electronics dev, e.g.
solder, flux remover adhesive paints etc 
  
 2.2 If Yes is marked
in Section 2.1, attach a list of any Hazardous Substances to be used, generated, stored or disposed of in, on or about the Premises, including the applicable hazard class and an estimate of the quantities of such hazardous substances at any given
time; estimated annual throughout; 

  


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the proposed location(s) and method of storage (excluding nominal amounts of ordinary household cleaners and janitorial supplies which are not regulated by
any California Environmental Laws); and the proposed location(s) and method of disposal for each Hazardous Material, including the estimated frequency, and the proposed contractors or subcontractors. Existing Lessee should attach a list setting
forth the information requested above and such list should include actual data from on-going operations and the identification of any variations in such information from the prior year’s certificate. 
  
 3. Storage Tanks and Sumps: 
  
 3.1 Is any above or below ground storage of gasoline, diesel, petroleum, or
other Hazardous Substances in tanks or sumps proposed in, on or about the Premises? Existing Lessee should describe any such actual or proposed activities. 
  
 Yes  ̈             No x 
  
 If yes, please explain:__________________________________________ 
 ____________________________________________________________ 
 ____________________________________________________________ 
  
 4. Waste Management: 
  
 4.1 Has your company been issued an EPA Hazardous Waste Generator I.D. Number? Existing Lessee should describe any
additional identification numbers issued since the previous certificate. 
  
 Yes  ̈             No x 
  
 4.2 Has your company filed a
biennial or quarterly reports as a hazardous waste generator? Existing Lessee should describe any new reports filed. 
  
 Yes  ̈             No x 
  
 If yes, attach a copy of the most recent report filed. 
  
 5. Wastewater Treatment and Discharge: 
  
 5.1 Will your company discharge wastewater or other wastes to: 
  

 ̈ storm drain?
             ̈ sewer? 
  
  ̈ surface water?
        x no wastewater or other wastes discharged. 
  
 Existing Lessee should indicate any actual discharges. If so, describe the nature of any proposed or actual discharge(s). 
 ____________________________________________________________ 
 ____________________________________________________________ 
  
 5.2 Will any such wastewater or waste be treated before discharge? 
  
 Yes  ̈             No  ̈         NA

  
 If yes, describe the type of treatment proposed to be
conducted. Existing Lessee should describe the actual treatment conducted. 
 ____________________________________________________________

 ____________________________________________________________ 
  
 6. Air Discharges: 
  
 6.1 Do you plan for any air filtration systems or stacks to be used in your company’s operations in, on or about the Premises that will discharge
into the air; and will such air emissions be monitored? Existing Lessee should indicate whether or not there are any such air filtration systems or stacks in use in, on or about the Premises which discharge into the air and whether such air
emissions are being monitored. 
  
 Yes  ̈             No x 
  
 If yes, please describe:__________________________________________

 ____________________________________________________________ 
  


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 6.2 Do you propose to operate any of the following types of equipment, or any other equipment requiring
an air emissions permit? Existing Lessee should specify any such equipment being operated in, on or about the Premises: 
  

	              Spray booth(s) 
	              Incinerator(s) 



	              Dip tank(s) 
	              Other (Please describe) 



	              Drying oven(s) 
	 x No Equipment Requiring Air Permits 


  
 If yes, please describe: __________________________________________

 ____________________________________________________________ 
 ____________________________________________________________ 
  
 7. Hazardous Substances Disclosures: 
  
 7.1 Has your company prepared or will it be required to prepare a Hazardous Substances management plan (“Management Plan”) pursuant to Fire
Department or other governmental or regulatory agencies’ requirements? Existing Lessee should indicate whether or not a Management Plan is required and has been prepared. 
  
 Yes  ̈             No x 
  
 If yes, attach a copy of the Management Plan. Existing Lessee should attach a copy of any required updates to the Management Plan. 
  
 7.2 Are any of the Hazardous Substances, and in particular chemicals,
proposed to be used in your operations in, on or about the Premises regulated under Proposition 65? Existing Lessee should indicate whether or not there is any new Hazardous Substances being so used which are regulated under Proposition 65.

  
 Yes x             No  ̈ 
  
 If yes, please explain: Some substances commonly used in electronics dev.
may be regulated under prop 65, notably solder, which contains lead. 
  
 8.
Enforcement Actions and Complaints 
  
 8.1 With respect to
Hazardous Substances or California Environmental Laws, has your company ever been subject to any agency enforcement actions, administrative orders, or consent decrees or has your company received requests for information, notice or demand letters,
or any other inquiries regarding its operations? Existing Lessee should indicate whether or not any such actions, orders or decrees have been, or are in the process of being, undertaken or if any such requests have been received. 
  
 Yes  ̈             No x 
  
 If yes, describe the actions, orders or decrees and any continuing compliance obligations imposed as a result of these
actions, orders or decrees and also describe any requests, notices or demands, and attach a copy of all such documents. Existing Lessee should describe and attach a copy of any new actions, orders, decrees, requests, notices or demands not already
delivered to Lessor pursuant to the provisions of Paragraph 6.3 of the signed Lease Agreement. 
  
 ____________________________________________________________ 
 ____________________________________________________________ 
  
 8.2 Have there ever been, or are there now pending, any lawsuits against your company regarding any environmental or health and safety concerns? 
  
 Yes  ̈             No x 
  
 If yes, describe any such lawsuits and attach copies of the complaint(s), cross-complaint(s), pleadings and all other documents related thereto as
requested by Lessor. Existing Lessee should describe and attach a copy of the new complaint(s), cross-complaint(s), pleadings and other related documents not already delivererd to Lessor pursuant to the provisions of Section 29 of the signed Lease
Agreement. 
  
 ____________________________________________________________ 
 ____________________________________________________________ 
  


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 8.3 Have there been any problems or complaints from adjacent Lessee, owners or other neighbors at your
company’s current facility with regard to environmental or health and safety concerns? Existing Lessee should indicate whether or not there have been any such problems or complaints from adjacent Lessee, owners or other neighbors at, about or
near the Premises. 
  
 Yes  ̈             No x 
  
 If yes, please describe. Existing Lessee should describe any such problems
or complaints not already disclosed to Lessor under the provisions of the signed Lease Agreement. 
  
 ____________________________________________________________ 
 ____________________________________________________________ 
  
 9. Permits and Licenses: 
  
 9.1 Attach copies of all Hazardous Substances, permits and licenses, including a Transporter Permit number issued to your company with respect to its
proposed operations in, on or about the Premises, including, without limitation, any wastewater discharge permits, air emissions permits, and use permits or approvals. Existing Lessee should attach copies of any new permits and licenses, as well as
any renewals of permits or licenses previously issued. 
  
 The undersigned hereby
acknowledges and agrees that (A) this Hazardous Substances Disclosure Certificate is being delivered in connection with and as required by, Lessor in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto
as an exhibit; (B) that this Hazardous Substances Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 6.2 of the Lease; and (C) that Lessees hall have and retain full and complete
responsibility and liability with respect to any of the Hazardous Substances disclosed in the HazMat Certificate notwithstanding Lessor’s/Lessee’s receipt and/or approval of such certificate. Lessee further agrees that none of the
following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Lessee from the requirement to fully and faithfully perform its obligations under the Lease with respect to
Hazardous Substances, including, without limitation, Lessee’s indemnification of the Indemnitees and compliance with all California Environmental Laws, or (b) imposing upon Lessor, directly or indirectly, any duty or liability with respect to
any such Hazardous Substances, including, without limitation, any duty on Lessor to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Lessee is in compliance with all California
Environmental Laws; (i) the delivery of such certificate to Lessor and/or Lessor’s acceptance of such certificate, (ii) Lessor’s review and approval of such certificate, (iii) Lessor’s failure to obtain such certificate from Lessee at
any time, or (iv) Lessor’s actual or constructive knowledge of the types and quantities of Hazardous Substances being used, stored, generated, disposed of or transported on or about the Premises by Lessee or Tenant’s Representatives.
Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Lessor and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and
certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement. 
  
 [Signature Page to Follow] 
  


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 I (print name) John J. Stuart, Jr, acting with full authority to bind the Lease and on behalf of the
Lessee, certify, represent and warrant that the information contained in this certificate is true and correct. 
  

	 Lessee: Irvine Sensors Corp 
	 Date: 12-9-03 


  

	 
	 By:
	 	 /s/ John J. Stuart, Jr


	 	 	 Name: John J. Stuart, Jr
 Title: SVP/CFO


  


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