Exhibit 10.4


 





 


AIR COMMERCIAL REAL ESTATE ASSOCIATION


STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT
LEASE - NET


 


1.           Basic
Provisions ("Basic Provisions").


1.1            Parties:
This Lease ("Lease"), dated for reference purposes only November 22, 2013, is made by and between
Don Wilson Builders, a California Corporation, as agent for Lomita Boulevard #1, LLC, a California Limited Liability Company
and Cox Orance, LLC, a California Limited Liability Company ("Lessor") and Throwdown Industries
Holdings, LLC, a Delaware Limited Liability Company ("Lessee"),
(collectively the "Parties", or individually a "Party").


1.2(a)      Premises:
That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under
the terms of this Lease, commonly known by the street address of 18 Goodyear, Suite 125, located in the City of Irvine,
County of Orange, State of California, with zip code 92618, as outlined on Exhibit A attached
hereto ("Premises") and generally described as (describe briefly the nature of the Premises): Located at 18
Goodyear in Goodyear Business Park, Suite 125 consists of approximately 3,923 rentable square feet, with approximately 1,758 rentable
square feet of warehouse space. In
addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive 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:
Ten (10) unreserved vehicle parking spaces. (See also Paragraph 2.6)


1.3           Term:
Two (2) years and Zero (0) months ("Original Term") commencing December 1, 2013 ("Commencement
Date") and ending November 30, 2015 ("Expiration Date"). (See also Paragraph 3)


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


1.5           Base
Rent: $        3,452.24 per month ("Base Rent"), payable on the
First (1st) day of each month commencing January 1, 2014. (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: Two and 72/100ths percent (2.72 %) ("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: $3,452.24 for the period January 1-31, 2014.


(b)          Common
Area Operating Expenses: $1,412.28 for the period December 1-31, 2013  .


(c)          Security
Deposit: $4,013.22  ("Security Deposit"). (See also Paragraph 5)


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


(e)          Total
Due Upon Execution of this Lease: $8,877.74.


1.8           Agreed
Use: General office and warehouse use for distibution of MMA products as  approved by the City of Irvine.
                                                                                                 . (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)


 





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


 ̈ Voit
Commercial Brokerage – Irvine represents Lessor exclusively ("Lessor's Broker");  ̈ CB
Richard Ellis represents Lessee exclusively ("Lessee's Broker"); or D _________________
represents both Lessor and Lessee ("Dual Agency"). (b) Payment to Brokers: Upon
execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for the brokerage
services rendered by the Brokers the fee agreed to in the attached a separate written agreement or if no such agreement is
attached, the sum of __________or __________% of the total Base Rent payable for the Original Term, the sum of __________or
__________of the total Base Rent payable during any period of time that the Lessee occupies the Premises subsequent to the
Original Term, and/or the sum of __________or __________ % of the purchase price in the event that the Lessee or anyone
affiliated with Lessee acquires from Lessor any rights to the Premises.







1.11        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 64  ;


 ̈
a site plan depicting the Premises; (Exhibit A)


 ̈
a site plan depicting the Project; (Exhibit B)


 ̈
a current set of the Rules and Regulations for the Project; (Exhibit C)


 ̈
a current set of the Rules and Regulations adopted by the owners' association; (Exhibit
G)


 ̈ a
Work Letter; (Exhibit H)


 ̈
other (specify); Parking Plan (Exhibit D), Disclosure Form (Exhibit E), Estoppel Certificate  (Exhibit
F)                                                               .


2.           Premises.


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


2.2           Condition.
Lessor shall deliver 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 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 non-compliance with such warranty exists
as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period,
Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after
receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction
or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and
(ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within
the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee
at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls
- see Paragraph 7).


2.3           Compliance.
Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building
codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable
laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date ("Applicable Requirements").
Said warranty does not apply to the use to which Lessee will put the Premises, 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 non-compliance,
rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within
6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction
of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement
or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee
shall allocate the cost of such work as follows: 





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(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 non-voluntary, unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change
in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed
use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,
or (ii) complete such Capital Expenditure at its own expense. Lessee shall not 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 full-size passenger automobiles or pick-up trucks, herein called
"Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations
as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior
written permission of Lessor. In addition:


(a)          Lessee
shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.


(b)          Lessee
shall not service or store any vehicles in the Common Areas.


(c)          If
Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the
cost to Lessee, which cost shall be immediately payable upon demand by Lessor.


2.7         Common
Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and
within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided
and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and
unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.


 





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2.8         Common
Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use,
the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms
hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances
shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently,
in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent,
which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right,
without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee,
which cost shall be immediately payable upon demand by Lessor.


2.9         Common
Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations
("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading
of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and
the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its 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 non-compliance with said Rules and Regulations by other tenants of the Project.


2.10       Common
Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:


(a)         To
make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas,
walkways and utility raceways; remains available; portion thereof; and


(b)         To
close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises


(c)         To
designate other land outside the boundaries of the Project to be a part of the Common Areas;


(d)         To
add additional buildings and improvements to the Common Areas;


(e)         To
use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any 


(f)          To
do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may,
in the exercise of sound business judgment, deem to be appropriate.


3.           Term.


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


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


 





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4.2         Common
Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (as
specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term
of this Lease, in accordance with the following provisions:


(a)          "Common
Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership
and operation of the Project, including, but not limited to, the following:


(i)          The
operation, repair and maintenance, in neat, clean, good order and condition , and if necessary the replacement, 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.


(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, repair and/or replacement of Common Area improvements and equipment.


 


(v)         Real
Property Taxes (as defined in Paragraph 10).


(vi)        The
cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.


(vii)       Any
deductible portion of an insured loss concerning the Building or the Common Areas.


(viii)      Auditors',
accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the Project.


 


(ix)         The
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.


(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 over-payment 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.


(e)          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 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.


 





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


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 objections to the change in the Agreed Use.


6.2       Hazardous
Substances.


(a)          Reportable
Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance,
or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other
materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment
or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor
to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,
but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or 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.


 





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(d)          Lessee
Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any,
harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys'
and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third
party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous
Substance under the Premises from areas outside of the Project 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 such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start
Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other
documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall
immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable
Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any
suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors
that might indicate the presence of mold in the Premises.


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


 





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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 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. Lessee expressly waives the benefit of any statute now or hereafter in effect
to the extent it is inconsistent with the terms of this Lease.


7.3       Utility
Installations; Trade Fixtures; Alterations.


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


(b)          Consent.
Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may,
however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without
such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating
or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the
cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a
sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations
and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such
approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor
with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations
shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor
with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition
its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration
or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.


 





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(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 materialman's lien against the Premises
or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or
about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity
of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against
the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor
shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand,
indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's
attorneys' fees and costs.


7.4       Ownership;
Removal; Surrender; and Restoration.


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


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


(c)          Surrender;
Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary
wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented
by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee
shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or
Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee
shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or
any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project)
even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall
remain the property of Lessee and shall be removed by Lessee. 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 Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b),
8.3(a) and 8.3(b), shall be a Common Area Operating Expense. 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.


 





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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 and for the Common Areas
or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.


(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 order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand.
Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not
be required to, procure and maintain the same.


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


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


 





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8.8          Exemption
of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither
Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise
or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the
presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building, 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 notify Lessee in writing within
30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.


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


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


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


 





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


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


9.6       Abatement
of Rent; Lessee's Remedies.


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


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


10.2        Payment
of Taxes. 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 lessees or by Lessor for the exclusive
enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common
Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely
by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or
by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.


 





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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.


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


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


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


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


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


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


12.2    Terms
and Conditions Applicable to Assignment and Subletting.


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


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


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


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


 





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


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


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


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


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


(b)          In
the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event


Lessor shall undertake the obligations
of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any
prior Defaults or Breaches of such sublessor.


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


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


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


13.          Default;
Breach; Remedies.


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


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


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


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


(d)          The
failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the


service contracts, (iii) the rescission
of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination,
(vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety
sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.


 





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


(a)          Terminate
Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been
earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any
other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the
cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable
to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately
preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District
within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's
Breach of this Lease shall not waive Lessor's right to recover 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, 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.


 





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


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


13.6        Breach
by Lessor.


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


(b)          Performance
by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of
said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said
breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such
offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right
to 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, and unless Lessor and the Brokers
otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated
with Lessee acquires 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.


 





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


16.        Estoppel
Certificates.


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


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


 





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


24.         Waivers.


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


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


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


25.         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
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(c)          Lessor
and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered
by such Party to be confidential.


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


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


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


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


30.        Subordination;
Attornment; Non-Disturbance.


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


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


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


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


 





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


37.         Guarantor.


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


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


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


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


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


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


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


39.4        Effect
of Default on Options.


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


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


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


40.         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.


 





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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 non-monetary modifications to this
Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.


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
D is  ̈ is not attached to this Lease.


49.         Accessibility;
Americans with Disabilities Act.


(a)          The
Premises: 0 have not undergone an inspection by a Certified Access Specialist (CASp).
D 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. D have undergone an inspection by a Certified Access Specialist (CASp) and
it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California
Civil Code §55.51 et seq.


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


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


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


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


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


 





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


	Executed at:	 	 	Executed at:	 
	On:	 	 	 	On:	 	 
	 	 	 	 	 	 	 
	By LESSOR:	 	By LESSEE:
	Don Wilson Builders, as agent for Lomita	Throwdown Industries Holdings, LLC
	Boulevard, #1, LLC and Cox Orange, LLC	 	 
	 	 	 
	By:	 	 	By:	 	 
	Name Printed: 	John Caskey	 	Name Printed:	 
	Title: 	President	 	Title:	 
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 
	Name Printed:	 	 	Name Printed:	 
	Title:	 	 	 	Title:	 
	Address: 	P.O. Box 3188	 	Address:	9911 Irvine Center Drive Suite 150
	Torrance, CA 90510-3188	 	Irvine, CA 92618
	 	 	 	 	 	 	 
	Telephone:	(310) 539-9902	 	Telephone:(    )	 
	Facsimile:	(310) 539-2876	 	Facsimile:(       )	 
	Email:	 	 	 	Email:	 
	Email:	 	 	 	Email:	 
	Federal ID No.	 	 	Federal ID No.	 
	 	 	 
	BROKER:	 	BROKER:
	Voit Commercial Brokerage - Irvine	 	CB Richard Ellis
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Attn: 	Travis Haining	 	Attn:	 	Cameran                           Lindee
	Title: 	Senior Associate	 	Title:	 
	Address: 	2020 Main Street Suite 100	 	Address:	 
	Irvine, CA 92618	 	 	 	 
	Telephone:	(949) 263-5393	 	Telephone: (   )	 
	Facsimile:	(949 )261-9092	 	Facsimile:(       )	 
	Email:	 	 	 	Email:	 	 







  


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	 Federal ID No.	 	 	 Federal ID No.	 





	 Broker/Agent DRE License #:	 	 	    Broker/Agent DRE License #:	 





	 	 	 
	 	 	 


 


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

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


 


©Copyright 1999 By AIR Commercial
Real Estate Association.


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


 





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Exhibit “H”


 


Lessor shall construct Tenant Improvements as follows:


1.          Touch-up
paint throughout suite as needed.


2.          Replace
etched glass window (windows with fish)


 


Lessor reserves the right to make changes
to the Tenant Improvements, if applicable, and that Lessee will not be entitled to any credit, ability to cancel Lease, reduction
of rent, or any other monetary compensation so long as such change does not materially impact Lessee’s ability to use the
space for its intended use. Such changes may be necessary due to, but not limited to, code requirements from governing agencies,
availability or lack thereof of materials, physical limitations due to structural requirements of the building, or management decisions
in determining the most efficient and economical building process. Tenant Improvements to be building standard materials and sizes.


 


GOODYEAR BUSINESS
PARK


 


ADDENDUM #1 TO LEASE BETWEEN DON WILSON
BUILDERS AND THROWDOWN INDUSTRIES HOLDINGS


 


This LEASE ADDENDUM
(“Addendum”) is attached to, incorporated into and amends and supplements that certain Standard Industrial/Commercial
Multi-Lessee Lease - Net (the “Lease”) dated November 22, 2013             , by and between DON WILSON BUILDERS, A CALIFORNIA CORPORATION,
agent for LOMITA BOULEVARD #1, LLC AND COX ORANGE LLC (“Lessor”) and THROWDOWN INDUSTRIES HOLDINGS, LLC, A DELAWARE
LIMITED LIABILITY COMPANY “Lessee”). Lessor and Lessee agree that notwithstanding anything contained in the Lease to
the contrary, the Lease as modified by the provisions set forth in this Addendum represents the full negotiated agreement and the
parties, and the provisions of this Addendum will be deemed to be a part of the Lease and will supersede any contrary or conflicting
provisions in the Lease and prevail and control for all purposes. This Addendum, together with the Lease itself, and all other
Exhibits, and Addenda attached thereto represents the fully integrated and binding agreement of the parties. All references in
the Lease and in this Addendum to “Lease” are to be construed to mean the Lease as amended and supplemented by this
Addendum. All terms used in this Addendum, unless specifically defined in this Addendum, have the same meaning as such terms have
in the Lease.


 


50.          Section
1.5-Base Rent shall be as follows:


	Months 1	$0.00
	Months 2-12	$3,452.24
	Months 13-24	$3,648.39


 


51.         Section 1.6 - Lessee's Share of
Common Area Operating Expenses. Lessee's share is the percentage derived from a fraction, the numerator of which is the floor area
of the Premises and the denominator of which is the aggregate floor area of all seven (7) buildings in the Project as depicted
on Exhibit “B”.


 


In accordance with
Paragraph 4.2(d), concurrently with the monthly payment of Base Rent hereunder, Lessee shall pay one twelfth (1/12th)
of Lessee's Share of annual Common Area operating Expenses as estimated by Lessor. Initially and until further notice from Lessor,
Lessee shall pay the sum of $1,412.28 per month as Lessee's Share of Common Area Operating Expenses, beginning when the Lease commences
(at the date of early possession).


 


52.         Section 34 - Signs. The following is hereby added to
Section 34:


 


(a)          Interior
of Premises. Lessee, at its sole cost and expense, may install identification signage anywhere in the Premises provided that such
signs must not be visible from the exterior of the Premises. All of Lessee's interior signs, window coverings and blinds, as well
as all similar items to the extent the same are visible from the exterior of the Premises, shall be subject to the approval by
Lessor at Lessor’s sole discretion.


 


(b)          Exterior
Signage.


 


(i) Description.
Lessee shall be entitled to retain in place throughout the Lease Term exterior building signage in a specified location. All Lessee's
Signage shall be subject to (i) Lessee's receipt of all required governmental permits and approvals (ii) all applicable governmental
laws and ordinances and (iii) all Restrictions and other covenants, conditions and restrictions affecting the Project. Exhibit
“C” outlines the signage requirements for the Project. Lessee must use the Project sign vendor, Graffiti, Inc. for
the purchase and installation of Lessee’s signage. Lessor has elected to use the non-illuminated signage specification
per the approved signage program for the Project. The cost of installation of Lessee's Signage, as well as all costs of design
and construction of such signage and all other costs associated with such signage, including, without limitation permits, maintenance
and repair, removal and restoration of the building following sign removal shall be the sole responsibility of Lessee.


 





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(ii) Approval
by Lessor. All signage must be approved in writing by Lessor prior to such signage being ordered and purchased by Lessee.


 


(iii) Maintenance.
Should Lessee's Signage require maintenance or repairs as determined in Lessor's reasonable judgment, Lessor shall have the right
to provide written notice thereof to Lessee and Lessee shall cause such repairs and/or maintenance to be performed within thirty
(30) days after receipt of such notice from Lessor, at Lessee's sole cost and expense; provided, however, if such repairs and/or
maintenance are reasonably expected to require longer than thirty (30) days to perform, Lessee shall commence such repairs and/or
maintenance within such thirty (30) day period and shall diligently prosecute such repairs and maintenance to completion. Should
Lessee fail to perform such maintenance and repairs within the periods described in the immediately preceding sentence, Lessor
shall have the right to cause such work to be performed and to charge Lessee as additional rent for the costs of such work plus
interest at the Interest Rate from the date of Lessor's payment of such costs to the date of Lessee's reimbursement to Lessor.
Upon the expiration or earlier termination of this Lease, Lessee shall, at Lessee's sole cost and expense, cause the Lessee's Signage
to be removed from the exterior of the Premises and shall cause the exterior of the Premises to be restored to the condition existing
prior to the placement of such signage, reasonable wear and tear excepted. If Lessee fails to remove such signage or to restore
the exterior of the Premises as provided in the immediately preceding sentence within thirty (30) days following the expiration
or earlier termination of this Lease, then Lessor may perform such work, and all costs and expenses incurred by Lessor in so performing
plus interest at the Interest Rate from the date of Lessor's payment of such costs to the date of Lessee's reimbursement to Lessor
shall be reimbursed by Lessee to Lessor within ten (10) days after Lessee's receipt of invoice therefore. Lessor may apply the
Security Deposit towards the costs of performing any of Lessee's obligations under this Section. The immediately preceding sentence
shall survive the expiration or earlier termination of this Lease.


 


53.         In the event of any Default by Lessee, in addition to
any other remedies available to Lessor at law or in equity and under this Lease, Lessor shall have the remedy described in California
Civil Code Section 1951.4. Lessor may continue this Lease in effect after Lessee’s Default and abandonment and recover Rent
as it becomes due. In addition, Lessor shall not be liable in any way for its failure or refusal to relet the Premises.


 


54.         Whenever a provision of the lease and a provision of
any statute or other law cover the same matter, the provisions of the lease shall control.


 


55.         Lessee agrees to allow the security deposit to be used
for future rent as well as past rent, in the event of any Default by Lessee.


 


56.         Lessor
shall procure and maintain, at Lessee’s expense (included in the Common Area Operating Expenses), a ventilating and air conditioning
system preventative maintenance contract.


 


57.         Lessee
Improvements: Lessor at Lessor’s sole cost shall provide touch up paint throughout suite as needed, and replace the etched
glass window/s (windows with fish).


 


58.         Lease
Execution: Lessee shall have seven (7) days to return two (2) executed copies of the lease agreement with an insurance certificate
and a check for monies due. If these items are not received within the specified time frame, the terms of the lease agreement will
be null and void.


 


59.         Attorneys
Fees: If any action shall be instituted by either of the parties for the enforcement or interpretation of any its rights or remedies
under this Lease, the prevailing party shall be entitled to recover from the losing party all costs incurred by the prevailing
party in said action and any appeal therefrom, including reasonable attorneys fees to be fixed by the court therein. Said costs
and attorneys fees shall be included as part of the judgment in any such action.


 


60.         Commencement
of this Lease shall be contingent upon City of Irvine’s written approval of Lessee’s use in the Project.


 





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61.         Lessor
reserves the right to make changes to the Tenant Improvements, if applicable, and that Lessee will not be entitled to any credit,
ability to cancel Lease, reduction of rent, or any other monetary compensation so long as such change does not materially impact
Lessee’s ability to use the space for its intended use. Such changes may be necessary due to, but not limited to, code requirements
from governing agencies, availability or lack thereof of materials, physical limitations due to structural requirements of the
building, or management decisions in determining the most efficient and economical building process.


 


62.         Option
to Renew: Lessee shall have two (2) one (1) year options to renew at Fair Market Value.


 


63.         Option
to Expand: Lessee shall have the option to expand to an existing, available larger suite during the initial lease term without
penalty.


 


64.         Option to Terminate: Lessee shall
have the option to terminate the lease after the 12th month with sixty (60) dasy prior written notice to Lessor. The
penalty for the termination shall be equal to the last two (2) months’ rent and operating expenses and shall be due upon
the termination date.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Addendum as of the day and year of execution of the Lease.


 


	LESSOR:	 	LESSEE:
	 	 	 
	DON WILSON BUILDERS	 	THROWDOWN INDUSTRIES HOLDINGS,
	as agent for	 	LLC
	LOMITA BOULEVARD #1, LLC	 	 
	and	 	 
	COX ORANGE LLC	 	 
	 	 	 
	By: 	 	 	By:	 
	 	John Caskey, President	 	 	 
	 	 	 	 	 
	Date:	 	 	Date:	 


 





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