Exhibit 10.36





STANDARD INDUSTRIAL/COMMERCIAL MULTITENANT LEASE GROSS 1. Basic
Provisions ("Basic Provisions"). 1.1 Parties. This Lease ("Lease"), dated for reference purposes only March
19, 2018, is made by and between Bukewihge Properties, LLC (a California limited liability company) ("Lessor") and STAAR
Surgical Company (a Delaware corporation) ("Lessee"), (collectively the "Parties", or individually a "Party").
The Lease is contingent upon successful lease termination with existing tenant in occupancy, Revision Optics, Inc. 1.2(a) Premises:
That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly
known as (street address, unit/suite, city, state): 25651-25691 Atlantic Ocean Drive, Units A1 - A11 and B1 - B3, Lake Forest,
CA 92630 ("Premises"). The Premises are located in the County of Orange, and are generally described as (describe briefly
the nature of the Premises and the "Project"): an approximately 20,608 square foot portion of a larger approximate 53,828
square foot multi-tenant industrial business park. In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have nonexclusive rights to any utility raceways of the building containing the Premises ("Building")
and to the Common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the
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: 70 unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: 5 years and ---
months ("Original Term") commencing May 1, 2018 ("Commencement Date") and ending April 30, 2023 ("Expiration
Date"). (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have nonexclusive possession
of the Premises commencing May 1, 2018 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $26,790.00
per month ("Base Rent"), payable on the 1st day of each month commencing June 1, 2018 . (See also Paragraph 4) If this
box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 50 . 1.6 Lessee's Share of
Common Area Operating Expenses: 38.28 percent ( 38.28 %) ("Lessee's Share"). In the event that the size of the Premises
and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification.
1.7 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $26,790.00 for the period May 1 -31, 2018 . (b) Common Area
Operating Expenses: $2,275.00 for the period May 1 - 31, 2018 (increases to CAM capped at 3% annual) . (c) Security Deposit: $26,790.00
("Security Deposit"). (See also Paragraph 5) (d) Other: --- for --- . (e) Total Due Upon Execution of this Lease: $53,580.00
.. 1.8 Agreed Use: General office, sales, manufacturing and distribution of medical devices or other uses permitted by the City
of Lake Forest . (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 and 25) (a) Representation: The following real estate brokers (the "Brokers")
and brokerage relationships exist in this transaction (check applicable boxes): LAREM Industrial Real Estate Specialists, Inc.
represents Lessor exclusively ("Lessor's Broker"); represents Lessee exclusively ("Lessee's Broker"); or represents
both Lessor and Lessee ("Dual Agency"). (b) Payment to Brokers. Upon execution and delivery of this Lease by both Parties,
Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement,
the sum of or % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.11 Guarantor. The obligations of
the Lessee under this Lease are to be guaranteed by --- ("Guarantor"). (See also Paragraph 37) 1.12 Attachments. Attached
hereto are the following, all of which constitute a part of this Lease: an Addendum consisting of Paragraphs 50 through 57 ; a
site plan depicting the Premises; a site plan depicting the Project; a current set of the Rules and Regulations for the Project;
a current set of the Rules and Regulations adopted by the owners' association; a Work Letter; other (specify): Common Area Operating
Expenses . 2. Premises. ________ ________ ________ Page 1 of 18 ________ INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright
2017 AIR CRE. All Rights Reserved. MTG24.10, Revised 11012017



     


     


    

 





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MTG24.10, Revised 11012017 2.1 Letting. Lessor hereby
leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants
and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing
of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment
should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this
Lease. 2.2 Condition. Lessor shall deliver 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, sump pumps, if any, and all other such elements in the Unit, other
than those constructed by Lessee, shall be in good operating condition and repair on said date, that the structural elements of
the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous
levels of any mold or fungi defined as toxic under applicable state or federal law. If a noncompliance 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 noncompliance, malfunction or
failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii)
30 days 6months 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 noncompliance, 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 or as otherwise provided for in this Lease). Lessor also warrants, that unless otherwise specified in writing,
Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan
secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrants that to the
best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes, applicable laws, covenants
or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that
each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises,
modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see
Paragraph 49), 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 Applicable Requirements, and especially the zoning are appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply
with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth
with specificity the nature and extent of such noncompliance, rectify the same at Lessor's expense. If Lessee does not give Lessor
written notice of a noncompliance with this warranty within 6 months following the Start Date, correction of that noncompliance
shall be the obligation of Lessee at Lessee's sole cost and expense or as otherwise provided for in this Lease. 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 shall pay for such Capital Expenditure and Lessee shall only
be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which
the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall
pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during
the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof,
Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor,
in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor
does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct
same, with Interest, from Rent until Lessor's share of such 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 nonvoluntary, unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change
in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed
use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,
or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements.
Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises;; (b) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the
electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the
Americans with Disabilities Act), and their suitability for Lessee's intended use; (c) Lessee has made such investigation as it
deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the
Premises; (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor; (e) the square
footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither
Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other
than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties
concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility
to investigate the financial capability and/or suitability of all proposed tenants. 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. 2.6 Vehicle Parking. Lessee shall
be entitled to use the number of 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 fullsize passenger automobiles or pickup 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.
In addition:



     


     


    

 





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MTG24.10, Revised 11012017 (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 nonexclusive 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, roofs, 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 nonexclusive 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 shall use its reasonable best efforts to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance 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 provided it does not materially adversely impact Lessee; (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 provided it does not materially adversely impact Lessee; (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 provided it does not materially adversely impact Lessee. 3. Term. 3.1 Term.
The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession.
Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available
for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a nonexclusive right to occupy the
Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent
shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations
to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises)
shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession.
Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement
Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be
obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent
abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period
equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions
of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms
of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60
day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice
is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is
not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between
Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to 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"). 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) The following costs relating to the ownership and operation of the Project
are defined as "Common Area Operating Expenses": (i) Costs relating to 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, exterior walls
of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories.



     


     


    

 





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MTG24.10, Revised 11012017 (cc) Any fire sprinkler systems. (dd) All other areas and improvements that are within the exterior
boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii) The cost of water, gas,
electricity and telephone to service the Common Areas and any utilities
not separately metered. (iii) The cost of trash disposal, pest control services, property management, security services, owners'
association dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental inspections. (iv)
Reserves set aside for maintenance and repair of Common Areas and Common Area equipment. (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) Reasonable Auditors', accountants' and attorneys'
fees and costs related to the operation, maintenance, repair and replacement of the Project. (ix) The reasonable cost of any capital
improvement 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 improvement 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 improvement in any given month. Lessee shall pay Interest on the unamortized balance
but may prepay its obligation at any time (x) The cost of 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 is
payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor's estimate
of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall
deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding
year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such overpayment against Lessee's
future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of
the deficiency within 10 days after delivery by Lessor to Lessee of the statement. Lessee or Lessee's agent shall have the right
to review and copy Lessor's books and records related to any Lessor charges to Lessee for a period of one (1) year following Lessee's
request of any such detailed statements showing Lessee's share of the actual Common Area Operating Expenses for the preceding year.
(e) Common Area Operating Expenses shall not include the cost of replacing equipment or capital components such as the roof, foundations,
exterior walls or Common Area capital improvements, such as the parking lot paving, elevators, fences that have a useful life for
accounting purposes of 5 years or more. (f) Common Area Operating Expenses shall not include any expenses paid by any tenant directly
to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. 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. All monetary amounts shall be rounded to the
nearest whole dollar. In the event that any statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute
a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which
is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent
shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate
in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance
of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument
of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to
any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first
to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses,
and any remaining amount to any other outstanding charges or costs. 5. Security Deposit. Lessee shall deposit with Lessor upon
execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee
fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security
Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate
Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies
all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor
sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term
of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of
the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore
to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate
a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable
judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of
Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit
to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the
Security Deposit separate from its general accounts. Within 90 60 days after the expiration or termination of this Lease, Lessor
shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee
with an accounting showing how that portion of the Security Deposit that was not returned was applied. 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. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use. Lessee
shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for
no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or
a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and
seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably
withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair
the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome
to the Project. 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



     


     


    

 





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MTG24.10, Revised 11012017 objections to the change in
the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used
in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release,
either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to
the public health, safety or welfare, the environment or the Premises; (ii) regulated or monitored by any governmental authority,
or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common
law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any
products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable
Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with
all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage
tank; (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority,
and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that
a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee
may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office
supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance
with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful
risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any
Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the
Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation
(and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing
the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance
has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately
give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation
which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any
Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary
sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or
remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and
for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed
to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by
or for Lessee, or any third party invitee of Lessee. (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 invitee of Lessee (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 not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation,
removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor
Indemnification. Except as otherwise provided in paragraph 8.7, 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 are suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession
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 the Lessee taking possession,
unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph
7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any
such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises
at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option.
If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible
therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and
this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost
to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice
to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's
desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination
notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which
the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent
or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days
following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make
such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and
provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in
Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease,
Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements,
the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or
consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in effect
or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements
specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any
threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or
the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i)
any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of
mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. 6.4 Inspection; Compliance.
Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to
enter into Premises at any time in the case of an emergency, and otherwise at reasonable times after reasonable notice and signing
of a non-disclosure agreement and completing a security clearance, for the purpose of inspecting and/or testing the condition of
the Premises and/or for verifying compliance by Lessee with this



     


     


    

 





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MTG24.10, Revised 11012017 Lease. The cost of any such inspections
shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1)
is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall
upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation
or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within
10 days of the receipt of written request therefor. Lessee acknowledges that any failure on its part to allow such inspections
or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of
which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in
a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal
to 10% of the then existing Base Rent or $100, whichever is greater for the remainder to the Lease. The Parties agree that such
increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason
of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of
Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted
hereunder. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and
potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain.
Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically
increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever
is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation
for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such
increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent
the exercise of any of the other rights and remedies granted hereunder. 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, and (iii) clarifiers. However,
Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall
reimburse Lessor, upon demand, for the reasonable cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations
under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case
of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises
in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement.
Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting
from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired
other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor,
and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder
of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month).
Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations. Subject
to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 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 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. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility
Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security
and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.
The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage
to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations
or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined
as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent.
Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may,
however, make nonstructural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such
consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing
the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the
requirement for additional modifications and/or improvements to the Premises resulting from Applicable Requirements, such as compliance
with Title 24, 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 which shall not
be unreasonably withheld or delayed. 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
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MTG24.10, Revised 11012017 (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged
to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice
prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of nonresponsibility.
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 except for trade fixtures and similar
items installed by Lessee. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 180 and not later
than 30 120 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility
Installations made after the start date 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 the Lessee occupies the Premises 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 remove from the Premises any and all Hazardous Substances brought
onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration
from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property
of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier
termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.
The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor
shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment 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),
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.
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. Lessee shall add Lessor
as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional
Insured Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra insured exclusions as between
insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract"
for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit
the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies)
which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described
in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be
named as an additional insured therein. 8.3 Property Insurance Building, Improvements and Rental Value. (a) Building and Improvements.
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
insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but
in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations,
Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially
appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood
and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements
requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss.
Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation,
and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than
the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are
located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence. (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
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MTG24.10, Revised 11012017 buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of
the Premises. (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;
Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal
property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost
coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee
for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business Interruption.
Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect
loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable
to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and
maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include
a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of
insurance or copy of the policy required by paragraph 8.5. (d) No Representation of Adequate Coverage. Lessor makes no representation
that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations
or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the
policy term a "General Policyholders Rating" of at least A, VII, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which
invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies
of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required
insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee
shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may increase his liability insurance coverage 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, a Breach of the Lease by Lessee and/or the use and/or occupancy
of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or invitees. 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. Each party agrees to indemnify and hold harmless the other party, its
officers, directors and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims,
demands, losses, costs and expenses (including without limitation attorneys' fees and disbursements and court costs) for injury
to or death of persons or damages to property to the extent caused by the negligence or willful misconduct of the indemnifying
party, its employees, agents, representatives or contractors. The party seeking indemnification under this Section (the "Indemnified
Party") shall provide prompt written notice of any third party claim covered hereunder to the party from whom indemnification
is sought (the "Indemnifying Party"). The Indemnifying Party shall have the right to assume exclusive control of the
defense of such claimor, at the option of the Indemnifying Party, to settle the same. The Indemnified Party agrees to cooperate
reasonably with the Indemnifying Party in connection with the performance by the Indemnifying Party of its obligations under this
Section. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor
or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or
goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person
in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain,
indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from
conditions arising upon the Premises or upon other portions of the Building, or from other sources or places; (ii) any damages
arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions
of any other lease in the Project; or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead,
it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)
that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges
that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause
Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly,
for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required
binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without
any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The
parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor
will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute
a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the
other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.
9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements
on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 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
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MTG24.10, Revised 11012017 damage is Partial or Total.
(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations
and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in
Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean
the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately
prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without
deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.
9.2 Partial Damage Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make
the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds 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 (subject to reimbursement pursuant to Paragraph 4.2),
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 that is not an insured loss for which the cost to repair exceeds one three month's Base
Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such
damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding
the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt
of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires.
If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover
any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds
or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option
shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises
Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by
Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree
to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All
other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises
and does not commence, in a substantial and meaningful way, such repair or restoration within 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. 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. The term "Real Property
Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events
occurring during the term of this Lease, including but not limited to, a change in the



     


     


    

 





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MTG24.10, Revised 11012017 ownership of the Project; (ii) a change in the improvements thereon; and/or (iii) levied or assessed
on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. (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
Project, during the entire calendar year in which the
Lease is executed. 10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes
applicable to the Project, and said payments 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 tenants or by Lessor for the exclusive enjoyment of such other Tenants. 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 or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the
execution of this Lease by the Parties. 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 and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities
and services supplied to the Premises, together with any taxes thereon. 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 trash receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee's
Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any
respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental
request or directions. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's
interest in this Lease or in the Premises without Lessor's prior written consent which shall not be unreasonably withheld, conditioned,
or delayed. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control
of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control
of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction,
or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout 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(d), 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 nonfixed rental
adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's
remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor
may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third
party vendor in connection with the installation of a vending machine or pay phone shall not constitute a subletting. 12.2 Terms
and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall :
(i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease,
(ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for
the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations
from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval
of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise
its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent
to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against
Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee
or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or
any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information
relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee
or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with
a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such
other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of,
or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession
of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant,
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MTG24.10, Revised 11012017 herein to be observed or performed by Lessee during the term of said assignment or sublease, other than
such obligations as are contrary to or inconsistent with
provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment
or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such
transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) (h) Any sublet rent payable in excess of Lessee's
Base Rent schedule for any month of the term shall be paid to Lessor after a deduction for a reasonable sublet brokerage commission.
12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting
by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly
incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease,
and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach
shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by
Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of
the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for
any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes
and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of
Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely
upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such
Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its
option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be
liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches
of such sublessor. (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 10 business days following written
notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY
OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or
its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal
activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee.
In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such
conduct as a noncurable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance
with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv)
an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor,
(vii) any document requested under Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other documentation or
information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a
period of 30 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions
of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c)
or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature
of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach
if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence
of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming
a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially
all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee
within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in
the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect,
and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor
given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death
of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms
of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor
the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60
days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with
the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed
at the time of execution of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations,
within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty
or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies,
or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the reasonable costs and
expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with
or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by
reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease
shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover
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MTG24.10, Revised 11012017 (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 any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional
remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required
under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful
detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within
the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor
to the remedies provided for in this Lease and/or by said statute. (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, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or
paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's
full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee,
any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any
rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision
shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance
by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor
of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late
Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be
received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall
immediately pay to Lessor a one time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect
to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a
late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any
provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5
Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest
from the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum
but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for
in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor
fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished
to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided,
however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance,
then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after
receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect
to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however,
that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's
right to reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and
supply said documentation to Lessor. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent
domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate
as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10%
of the floor area of the Unit, or more than 25% of the 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 paid by the condemnor
for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease
is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee,
for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation
which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any
damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 Additional Commission. In addition to the payments
owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if



     


     


    

 





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MTG24.10, Revised 11012017 Lessee or anyone affiliated with 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 fee schedule of the Brokers in effect at the time the Lease was executed. 15.2 Assumption of Obligations. Any buyer or
transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third
party beneficiaries of the provisions of Paragraphs 1.10, 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 business 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 AIR CRE, 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. In addition, Lessee acknowledges that any failure on its part
to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated
by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or
deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder
of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional
risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent
shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate
nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance,
or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver
to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender
or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall
be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17.
Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of
Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid,
the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter
to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the
Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19.
Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer
to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations
of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other
assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against
Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time
of Essence. 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. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall
be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or
U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall
be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different
address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address
for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, return
receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the
postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein
and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand,
or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers.



     


     


    

 





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MTG24.10, Revised 11012017 (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition
hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach
by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee,
or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The
acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by
Lessor on account of 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. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH
REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH
STATUTE IS INCONSISTENT WITH THIS LEASE. 25. 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 Parties agree that no lawsuit or other legal proceeding involving
any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date
and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal
proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation
on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and
Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered
by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased
to 150% of the Base Rent applicable immediately preceding the expiration or termination. Holdover Base Rent shall be calculated
paid on monthly basis. 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; NonDisturbance. 30.1 Subordination. This Lease and any Option granted hereby shall
be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively,
"Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof,
and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this
Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor
under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security
Device, notwithstanding the relative dates of the documentation or recordation thereof. 30.2 Attornment. In the event that Lessor
transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device
to which this Lease is subordinated (i) Lessee shall, subject to the nondisturbance provisions of Paragraph 30.3, attorn to such
new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner
for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between
Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further



     


     


    

 





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MTG24.10, Revised 11012017 obligations hereunder and
such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission
of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses
which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for
the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 NonDisturbance.
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 nondisturbance agreement (a "NonDisturbance Agreement") from
the Lender which NonDisturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options
to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the
Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially
reasonable efforts to obtain a NonDisturbance Agreement from the holder of any preexisting Security Device which is secured by
the Premises. In the event that Lessor is unable to provide the NonDisturbance 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 NonDisturbance 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 NonDisturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or
proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party
(as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains
or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other
Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule,
but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys'
fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith,
whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable
minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's
agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after
reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect
on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee
shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall
not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may
place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last
6 months of the term hereof. Except for ordinary "For Sublease" signs 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. All requests for consent shall be in writing. 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 AIR CRE. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request
to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to
obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing
the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the
guaranty is still in effect. 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants,
conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted any option, as defined below, then the
following provisions shall apply. 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of
or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the
right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the
right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options
Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned
or exercised by anyone other than said original Lessee or a Permitted Assignee and only while the original Lessee or a Permitted
Assignee 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



     


     


    

 





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MTG24.10, Revised 11012017 Options have been validly
exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing
with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is
unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or
(iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during
the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph
39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of
the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee
fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof),
and written notice from Lessor or (ii) 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. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed
to have waived its right to protest such payment. 43. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation,
trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within
30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more
than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It
is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary
thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument. 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 nonmonetary 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. 47. 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. 48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the
Parties and/or Brokers arising out of this Lease is is not attached to this Lease. 49. Accessibility; Americans with Disabilities
Act. (a) The Premises: have not undergone an inspection by a Certified Access Specialist (CASp). Note: A Certified Access Specialist
(CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction
related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises,
the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises
for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually
agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the
cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.
have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable
construction related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it
received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential.
have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable
construction related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it
received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential
except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event
that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection
certificate to Lessee



     


     


    

 





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MTG24.10, Revised 11012017 within 7 days of the execution
of this Lease. (b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes
are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises
comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions
to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary
modifications and/or additions at Lessee's expense. 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 AIR CRE
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: On: By LESSOR: Bukewihge Properties, LLC (a California limited
liability company) By: Name Printed: Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID
No.: Executed at: On: By LESSEE: STAAR Surgical Company (a Delaware corporation) By: Name Printed: Title: Phone: Fax: Email: By:
Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER LAREM Industrial Real Estate Specialists, Inc. Attn: S.
J. Jasaitis Title: Vice - President Address: 165 E Savarona Way, Carson, CA 90746 Phone: (310) 436-6487 Fax: Email: jjasaitis@lareminc.com
Federal ID No.: 90-0510112 Broker/Agent BRE License #: 01874672 BROKER Attn: Title: Address: Phone: Fax: Email: Federal ID No.:
Broker/Agent BRE License #: AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 2136878777, Email contracts@aircre.com



     


     


    

 





Page 18 of 18 INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright 2017 AIR CRE. All Rights Reserved.
MTG24.10, Revised 11012017 NOTICE: No part of these works may be reproduced in any form without permission in writing.



     


     


    

 





Page 1 of 2 INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright 2017 AIR CRE. All Rights Reserved.
RA7.01, Revised 07282017 RENT ADJUSTMENT(S) STANDARD LEASE ADDENDUM Dated: March 19, 2018 By and Between Lessor: Bukewihge Properties,
LLC (a California limited liability company) Lessee: STAAR Surgical Company (a Delaware corporation) Property Address: 25651-25691
Atlantic Ocean Drive, Units A1 - A11 and B1 - B3, Lake Forest, CA 92630 (street address, city, state, zip) Paragraph: 50 A. RENT
ADJUSTMENTS: The monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s)
indicated below: (Check Method(s) to be Used and Fill in Appropriately) I. Cost of Living Adjustment(s) (COLA) a. On (Fill in COLA
Dates): the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index
of the Bureau of Labor Statistics of the U.S. Department
of Labor for (select one): CPI W (Urban Wage Earners and Clerical Workers) or CPI U (All Urban Consumers), for (Fill in Urban Area):
, All Items (19821984 = 100), herein referred to as "CPI". b. The monthly Base Rent payable in accordance with paragraph
A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be
multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified
in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar
month which is 2 months prior to (select one): the first month of the term of this Lease as set forth in paragraph 1.3 ("Base
Month") or (Fill in Other "Base Month"): . The sum so calculated shall constitute the new monthly Base Rent hereunder,
but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the
Base Rent adjustment. c. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental
department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such
calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision
to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators
shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. II. Market Rental Value Adjustment(s)
(MRV) a. On (Fill in MRV Adjustment Date(s): the Base Rent shall be adjusted to the "Market Rental Value" of the property
as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree
upon what the new MRV will be on the adjustment date. If agreement cannot be reached within thirty days, then: (a) Lessor and Lessee
shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated
costs will be split equally between the Parties, or (b) Both Lessor and Lessee shall each immediately make a reasonable determination
of the MRV and submit such determination, in writing, to arbitration in accordance with the following provisions: (i) Within 15
days thereafter, Lessor and Lessee shall each select an independent third party appraiser or broker ("Consultant" check
one) of their choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in negotiating
the Lease). The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third
arbitrator. (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what
the actual MRV for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority
of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall
thereafter be used by the Parties. (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days,
the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on
the Parties. (iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, i.e., the
one that is NOT the closest to the actual MRV. 2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms
of comparable market transactions which shall include, but no limited to, rent, rental adjustments, abated rent, lease term and
financial condition of tenants. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for
the month immediately preceding the rent



     


     


    

 





Page 2 of 2 INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright 2017 AIR CRE. All Rights Reserved.
RA7.01, Revised 07282017 adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new MRV will become the
new "Base Rent" for the purpose of calculating
any further Adjustments, and 2) the first month of each Market Rental Value term shall become the new 'Base Month' for the purpose
of calculating any further Adjustments. III. Fixed Rental Adjustment(s) (FRA) The Base Rent shall be increased to the following
amounts on the dates set forth below: On (Fill in FRA Adjustment Date(s)): The New Base Rent shall be: May 1, 2019 $28,851.00 May
1, 2020 $32,973.00 May 1, 2021 $32,973.00 May 1, 2022 $32,973.00 AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203,
Tel 2136878777, Email contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing.



     


     


    

 





Page 1 of 2 INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright 2017 AIR CRE. All Rights Reserved.
OE6.00, Revised 01032017 OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated: March 19, 2018 By and Between Lessor: Bukewihge Properties,
LLC (a California limited liability company) Lessee: STAAR Surgical Company (a Delaware corporation) Property Address: 25651-25691
Atlantic Ocean Drive, Units A1 - A11 and B1 - B3, Lake Forest, CA 92630 (street address, city, state, zip) Paragraph: 51 A. OPTION(S)
TO EXTEND: Lessor hereby grants to Lessee the option
to extend the term of this Lease for two (2) additional sixty (60) month period(s) commencing when the prior term expires upon
each and all of the following terms and conditions: (i) In order to exercise an option to extend, Lessee must give written notice
of such election to Lessor and Lessor must receive the same at least six (6) but not more than nine (9) months prior to the date
that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given
and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively.
(ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are
conditions of this Option. (iii) Except for the provisions of this Lease granting an option or options to extend the term, all
of the terms and conditions of this Lease except where specifically modified by this option shall apply. (iv) This Option is personal
to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. (v) The monthly rent
for each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be
Used and Fill in Appropriately) I. Cost of Living Adjustment(s) (COLA) a. On (Fill in COLA Dates): the Base Rent shall be adjusted
by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the
U.S. Department of Labor for (select one): CPI W (Urban Wage Earners and Clerical Workers) or CPI U (All Urban Consumers), for
(Fill in Urban Area): . All Items (19821984 = 100), herein referred to as "CPI". b. The monthly Base Rent payable in
accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the
attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior
to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which
shall be the CPI of the calendar month which is 2 months prior to (select one): the first month of the term of this Lease as set
forth in paragraph 1.3 ("Base Month") or (Fill in Other "Base Month"): . The sum so calculated shall constitute
the new monthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for
the month immediately preceding the rent adjustment. c. In the event the compilation and/or publication of the CPI shall be transferred
to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI
shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall
be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the
decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.
II. Market Rental Value Adjustment(s) (MRV) a. On (Fill in MRV Adjustment Date(s)) May 1, 2023 and May 1, 2028 the Base Rent shall
be adjusted to the "Market Rental Value" of the property as follows: 1) Four months prior to each Market Rental Value
Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement
cannot be reached, within thirty days, then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or
broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or (b)
Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing,
to arbitration in accordance with the following provisions:



     


     


    

 





Page 2 of 2 INITIALS Last Edited: 4/12/2018 11:11 AM INITIALS copyright 2017 AIR CRE. All Rights Reserved.
OE6.00, Revised 01032017 (i) Within 15 days thereafter,
Lessor and Lessee shall each select an independent third party appraiser or broker ("Consultant" check one) of their
choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in negotiating the Lease).
The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.
(ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV
for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority of the arbitrators
shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be
used by the Parties. (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator
timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties. (iv)
The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the one that is NOT the
closest to the actual MRV. 2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparable market
transactions which shall include, but not limited to, rent, rental adjustments, abated rent, common area operating expenses, lease
term and financial condition of tenants. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable
for the month immediately preceding the rent adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new
MRV will become the new "Base Rent" for the purpose of calculating any further Adjustments, and 2) the first month of
each Market Rental Value term shall become the new "Base Month" for the purpose of calculating any further Adjustments.
III. Fixed Rental Adjustment(s) (FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On
(Fill in FRA Adjustment Date(s)): The New Base Rent shall be: IV. Initial Term Adjustments The formula used to calculate adjustments
to the Base Rate during the original Term of the Lease shall continue to be used during the extended term. B. NOTICE: Unless specified
otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph
23 of the Lease. C. BROKER'S FEE: The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with
paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease. AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA
91203, Tel 2136878777, Email contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission
in writing.



     


     


    

 





ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – GROSS DATED MARCH 19, 2018 BY AND
BETWEEN BUKEWIHGE PROPERTIES, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (“LESSOR”) AND STAAR SURGICAL COMPANY (A
DELAWARE CORPORATION) FOR THE PREMISES COMMONLY KNOWN AS 25651-25691 ATLANTIC OCEAN DRIVE, UNITS A1-A11 AND B1-B3, LAKE FOREST,
CA 92630. 52. Audit Right See Paragraph 4.2 (d). 53.
Assignment and Subletting Subject to the provisions of Paragraph 12(c), Lessee may assign, sublet, or allow the use of all or any
part of the Premises, without Lessor’s consent, to any entity controlled by, or under common control with Lessee or in connection
with a merger or other business reorganization of Lessee, or the sale of all or substantially all of Lessee’s business, assets,
or the merger into or with another organization (“Permitted Assignee”). Lessee shall provide written notice to Lessor
of any such Permitted Assignee. 54. Prior Use Approval Notwithstanding anything to the contrary in this Lease, including but not
limited to Paragraph 6.2, Lessor hereby confirms and approves of the existing use by which the previous tenant used the Premises
and Project including the related chemicals and equipment for the tenant’s R&D and manufacturing process. 55. General
Rules a. Lessee shall not suffer or permit the obstruction of any Common Area, including, but not limited to, driveways, sidewalks,
walkways and entrances. b. Lessee shall not suffer or permit loitering in any part of the Project. c. Lessee shall not make or
permit any noises, vibrations or odors that annoy or interfere in any way with other Lessees or persons having business within
the Project. d. No animals or birds shall be kept within the Project. e. Lessee shall not bring motorcycles or other vehicles into
areas not designated as authorized for same. f. Lessor reserves the right to exclude or expel from the Project any person who Lessor
in good faith judges to be intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation
of the rules and regulations of the Project. g. Lessor reserves the right to refuse access to any person or persons Lessor in good
faith judges to be a threat to the safety, reputation or property of the Project and its occupants.



     


     


    

 





h. Lessee shall be responsible for the inappropriate use of bathrooms, plumbing or other utilities. No
foreign substances, rubbish, trash, newspaper or cleaning substances of any kind are to be inserted therein. i. Lessee shall not
suffer or permit the washing of automobiles, trucks, equipment or other vehicles in any part of the Project. j. Lessee shall not
suffer or permit the washing down of painting materials or other matter which will stain the pavement or leave permanent markings
within the Project. Any such damage shall be repaired at Lessee's sole cost and expense. k. Lessee shall not suffer or permit outside
work activity or storage of any kind outside the Building. All paved areas, including parking spaces, driveways and alleys are
to be kept clean and clear at all times except for legitimate parking of vehicles as allowed by the Lease or for temporary loading
or unloading as necessary. l. At execution of Lease, Lessor shall provide Lessee with copies of any keys that Lessor has in its
possession for the Unit. To ensure the security of the Unit, Lessee may at its option choose to re-key all outside and inside door
locks. Any re-keying work shall be paid for by Lessee with no reimbursement by Lessor. To further ensure the security other Unit.
Lessee may choose to install a burglar alarm. Any burglar alarm installation/monitoring shall be paid for by Lessee with no reimbursement
by Lessor. m. Lessee expressly acknowledges and agrees that there will be no auto body repair and/or modifications and no auto
body painting of any kind performed at the Premises or at the Project. If Lessee is found to be in violation of this paragraph,
Lessor, in Lessor's sole and absolute discretion, shall have the right to terminate this Lease effective the date of the violation
and, as penalty for the early termination of this Lease, Lessor shall retain Lessee's Security Deposit and Lessee shall pay to
Lessor one month's Base Rent. n. Lessee shall have the right to use the Lessor provided trash disposal bin located in the yard
area of the Project for a normal volume of front office operations related trash disposal. The Lessor provided trash disposal bin
is not for the disposal of Lessee's manufacturing/distribution waste by-products. Lessee shall provide, at Lessee's sole cost and
expense, a trash disposal bin for the disposal of Lessee's manufacturing/distribution waste by-products. This bin shall be stored
inside Lessee's Premises. Under any circumstances, if Lessor determines, in Lessor's sole and absolute discretion, that Lessee's
trash disposal in the Lessor provided trash disposal bin is excessive, Lessor may require that Lessee provide for its own trash
disposal bin as outlined above. o. Lessee shall keep the yard area adjacent to its Premises free and clear of debris and trash.
If Lessee fails to keep the common area adjacent to its Premises clean, Lessor reserves the right to clean-up this area at Lessee's
sole cost and expense. Any damage to the asphalt in the yard area immediately adjacent to Lessee's ground level loading door(s)
or any damage to the asphalt in the common areas elsewhere in the Project that can be directly linked to Lessee's trucking/loading
activities shall be repaired by Lessor, at Lessee's sole cost and expense. The determination as to the extent of the damage caused
by Lessee and the appropriateness of the repairs required, shall be at the sole and absolute discretion of Lessor.



     


     


    

 





p. Preventative Maintenance and Repair. Lessor shall procure and maintain a contract with an HVAC contractor
for the quarterly maintenance of the HVAC systems. Lessor will not pay for any "hot/cold calls' made by Lessee. Any repairs
required in addition to the quarterly maintenance shall be paid for by Lessee. q. Lessee shall not store anything above the office
area or restroom. Lessee acknowledges that the ceilings of the office area and restrooms were not designed and constructed to support
the weight of a person or anything that Lessee may intend to store in that area. r. Lessee shall not go on the roof of the building
at anytime. s. Lessee shall have the right to perform light engine repair on the Premises. 56. Parking Rules a. Lessee shall not
leave anything overnight in the parking, driveway or other yard areas of the Project on a repeat basis. This shall include but
not be limited to cars, vans, recreational vehicles, boats, trucks, trailers, containers, forklifts, pallets, personal property
and trash. If anything is left by Lessee in the parking, driveway or other yard areas overnight, Lessor reserves the right to remove
same at Lessee's sole cost and expense, including but not limited to towing any vehicle, trailer or container and disposing of
any personal property or trash. b. Lessee shall not permit or allow any vehicle that either belongs to, or is controlled by, Lessee
or Lessee's employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated
by Lessor for such activities. c. Users of the parking area will obey all posted signs and park only in the areas designated for
vehicle parking. d. Unless otherwise instructed, each person using the parking area is required to park and lock his own vehicle.
Lessor will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed
by the party using the parking area. e. The maintenance, washing, waxing or cleaning of vehicles in the Common Area is prohibited.
57. Signage Lessee shall have the right, at its sole cost and expense, to install signage, including its company name and/or logo,
identifying its Premises in multiple locations in keeping with the sign standards in existence for other lessees occupying the
Project, all subject to obtaining any and all approvals required by Applicable Requirements and Lessor’s prior written consent
(not to be unreasonably withheld, conditioned, or delayed). All such signage shall be done in accordance with all Applicable Requirements
and Lessee shall be solely responsible for (a) maintaining of all such signage in good and slightly condition, and (b) removing
the same upon the expiration or earlier termination of this Lease and repairing any damage resulting therefrom (including, without
limitation patching and painting the affected area to match).



     


     


    

 





Common Area Operating Expenses (“CAOE”) Waste
Disposal $13,408 Security Services $ 2,966 Electricity $ 9,967 Telephone $ 1,945 Water & Sewer $13,724 Association Dues $ 5,605
Landscaping $23,701 Total $71,316 The 2 buildings comprising the Project total 53,828 sf. Lessee’s Premises total is 20,608
sf. Lessee’s share of CAOE is 38.28%, or $27,303 per year, $2,275 per month or $.11 psf/mo. Base year (2017–2018) real
property taxes $84,001 Base year (2018) real property insurance $ 9,946 Year-over-year increases in real property taxes and insurance
are billed back to Lessee as part of CAOE. During the Original Term, Lessor has agreed to a 3% annual increase cap on CAOE (including
any increases to real property taxes and insurance, provided neither is a direct result of Lessee’s operations). Lessee is
responsible for its own electrical, gas and telephone utilities. Lessee is responsible for its own HVAC preventative maintenance
and repair and interior Premises maintenance, including but not limited to, loading doors, man doors and plate glass.



     


     


    

 





Site Plan – Project and Premises The information above has been obtained from sources believed reliable.
While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your
responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimated used
are for example only and do not represent the current or future performance of the property. The value of this transaction to you
depends on tax and other factors which should be evaluated by your tax, financial and legal advisors. You and your advisors should
conduct a careful, independent investigation of the property to determine to your satisfaction the suitability of the property
for your needs.