Exhibit 10.16


 


MAIN
PLAZA 


IRVINE,
CALIFORNIA


 


OFFICE
LEASE


 


SRI
NINE MAIN PLAZA LLC, 


a
Delaware limited liability company, 


Landlord


  


and


 


FUTURE
ADS LLC,


 a
California limited liability company,


 Tenant


 


DATED
AS OF: December 10, 2008


 






    	 



    	 



    

 


TABLE
OF CONTENTS


 


	Paragraph	 	Page
	 	 	 
	1.	Premises	 	1
	2.	Certain
    Basic Lease Terms	 	1
	3.	Term;
    Delivery of Possession of Premises	 	2
	4.	Condition
    of Premises	 	2
	5.	Monthly
    Rent	 	3
	6.	Security
    Deposit	 	4
	7.	Additional
    Rent: Increases in Operating Expenses and Tax Expenses	 	4
	8.	Use
    of Premises; Compliance with Law	 	7
	9.	Alterations
    and Restoration	 	9
	10.	Repair	 	10
	11.	Abandonment	 	11
	12.	Liens	 	11
	13.	Assignment
    and Subletting	 	11
	14.	Indemnification
    of Landlord	 	14
	15.	Insurance	 	15
	16.	Mutual
    Waiver of Subrogation Rights	 	16
	17.	Utilities
    	 	16
	18.	Personal
    Property and Other Taxes	 	18
	19.	Rules
    and Regulations	 	18
	20.	Surrender;
    Holding Over	 	18
	21.	Subordination
    and Attornment	 	19
	22.	Financing
    Condition	 	19
	23.	Entry
    by Landlord	 	20
	24.	Insolvency
    or Bankruptcy	 	20
	25.	Default
    and Remedies	 	20
	26.	Damage
    or Destruction	 	22
	27.	Eminent
    Domain	 	23
	28.	Landlord's
    Liability; Sale of Building	 	24
	29.	Estoppel
    Certificates	 	24
	30.	Right
    of Landlord to Perform	 	25
	31.	Late
    Charge; Late Payments	 	25
	32.	Attorneys'
    Fees; Waiver of Jury Trial	 	25
	33.	Waiver	 	26
	34.	Notices	 	26
	35.	Notice
    of Surrender	 	26
	36.	Defined
    Terms and Marginal Headings	 	26
	37.	Time
    and Applicable Law	 	26
	38.	Successors	 	26
	39.	Entire
    Agreement; Modifications	 	26
	40.	Light
    and Air	 	27
	41.	Name
    of Building	 	27
	42.	Severability	 	27
	43.	Authority	 	27











	44.	No
    Offer	 	27
	45.	Real
    Estate Brokers	 	27
	46.	Consents
    and Approvals	 	27
	47.	Reserved
    Rights	 	28
	48.	Financial
    Statements	 	28
	49.	Substitution
    of Premises	 	28
	50.	Nondisclosure
    of Lease Terms	 	28
	51.	Hazardous
    Substance Disclosure	 	28
	52.	Signage
    Rights	 	29
	53.	Parking	 	29
	54.	Transportation
    Management	 	30
	55.	Renovation
    of the Project and Other Improvements	 	30
	56.	Quiet
    Enjoyment	 	30
	57.	No
    Discrimination.	 	30
	58.	Right
    of First Offer.	 	31
	59.	Renewal
    Option.	 	32


  


EXHIBITS:


 


A
- Outline of Premises 


B
- Rules and Regulations 


C
- Form of Commencement Date Letter 


D
- Tenant Approved Plans 


E
- Outline of First Offer Space


 






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LEASE


 


THIS
LEASE is made as of the 10th day of December, 2008, between SRI NINE MAIN PLAZA LLC, a Delaware limited liability company ("Landlord"),
and FUTURE ADS LLC, a California limited liability company ("Tenant").


 


1.Premises.
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, on the terms and conditions set forth herein, the space
outlined on the attached Exhibit A (the "Premises"). The Premises are located on the floor(s) specified in Paragraph
2 below of the building (the "Building") located at 1920 Main Street, Irvine, California. The Building, the parcel(s)
of land (the "Land") on which the Building is located and the other improvements on the Land (including the walkways
and landscaping) are referred to herein as the "Real Property." The Real Property is a part of the office, retail and
garage project commonly known as Main Plaza (the "Project").


 


Tenant's
lease of the Premises shall include the right to use, in common with others and subject to the other provisions of this Lease,
the public lobbies, entrances, stairs, elevators and other public portions of the Building, as well as the common areas of the
other portions of the Project that are pertinent to Tenant's occupancy and use of the Premises. Tenant shall comply with all recorded
covenants, conditions and restrictions currently or hereinafter affecting the Project and agrees that this Lease shall be subject
and subordinate thereto. All of the windows and outside walls of the Premises and any space in the Premises used for shafts, stacks,
pipes, conduits, ducts, electrical equipment or other utilities or Building facilities are reserved solely to Landlord and Landlord
shall have rights of access through the Premises for the purpose of operating, maintaining and repairing the same.


 


2.Certain
Basic Lease Terms. As used herein, the following terms shall have the meaning specified below:


 


		a.	Floor(s)
                                         on which the Premises are located: Fifth (5th) floor. The Premises are currently
                                         designated as Suite 550, which designation may be subject to change by Landlord upon
                                         written notice to Tenant. Landlord and Tenant agree that for the purpose of this Lease,
                                         the Premises shall be deemed to contain 7,897 rentable square feet of space. The Premises
                                         have been measured substantially in accordance with the Standard Method of Measuring
                                         Floor Area in Office Building ANSIZ65.1-1996. In no event shall the aforementioned rentable
                                         square footage be modified during the term hereof as a result of a re-measurement of
                                         the Premises by Landlord.



 


		b.	Lease
                                         term: Approximately five (5) years and five (5) months, commencing on the date of Substantial
                                         Completion (as described in Paragraph 4.b. below) of the Tenant Improvements (as described
                                         in Paragraph 4.a. below) to be constructed in the Premises pursuant to Paragraph 4 (the
                                         "Commencement Date"), and ending on the last day of the sixty-fifth (65th)
                                         full calendar month thereafter (the "Expiration Date").



 


		c.	Monthly
                                         Rent: The amount set forth below for the respective periods:



 


	 	Period	 	Monthly Rent	 	 	Monthly Rate per  
rentable square foot	 
	 	1st thru 15th Month	 	$	20,927.05	***	 	$	2.65	 
	 	16th thru 27th Month	 	$	21,716.75	 	 	$	2.75	 
	 	28th thru 39th Month	 	$	22,506.45	 	 	$	2.85	 
	 	40th thru 51st Month	 	$	23,926.15	 	 	$	2.95	 
	 	52nd thru 65th Month	 	$	24,085.85	 	 	$	3.05	 



 


The
"1st Month" shall commence on the Commencement Date and end on the last day of the calendar month immediately
following the calendar month in which the Commencement Date occurred (except that if the Commencement Date is the first day of
a calendar month, the “1st Month" shall end on the last day of that calendar month). Each calendar month
after the 1st Month shall constitute a "Month" for purposes of the above.


 






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***Notwithstanding
the above, provided Tenant is not in breach of any provision of this Lease at the time the abatement is to apply, (i) Monthly
Rent shall be fully abated for the 2nd, 3rd and 4th Months, (ii) Monthly Rent shall be abated
in the amount of $5,027.05 per month (which sum is calculated by multiplying 1,897 rsf by $2.65) for each of the 5th
through 15th Months, and (iii) Monthly Rent shall be abated in the amount of $5,216.75 per month (which sum is calculated
by multiplying 1,897 rsf by $2.75) for the 16th Month.


 


		d.	Security
                                         Deposit: Twenty Six Thousand Four Hundred Ninety Four and 44/100 Dollars ($26,494.44).



 


		e.	Tenant's
                                         Share: 2.81%, which percentage is calculated by dividing the 7,897 rentable square feet
                                         of the Premises by the 281,061 rentable square feet of the Building.



 


		f.	Base
                                         Year: The calendar year 2009.



 


		g.	Business
                                         of Tenant: On-line marketing.



 


		h.	Real
                                         estate broker(s): Orion Property Partners and CB Richard Ellis, Inc.



 


3.Term;
Delivery of Possession of Premises.


 


a.Term.
The term of this Lease shall commence on the Commencement Date (as defined in Paragraph 2.b.) and, unless sooner terminated pursuant
to the terms hereof or at law, shall expire on the Expiration Date (as defined in Paragraph 2.b.). Upon either party's request
after the Commencement Date, Landlord and Tenant shall execute a letter in substantially the form of Exhibit C attached
hereto confirming the Commencement Date and the Expiration Date.


 


b.Delivery
of Possession. The Premises shall be delivered to Tenant upon Substantial Completion of the Tenant Improvements to be constructed
in the Premises by Landlord pursuant to Paragraph 4 below. The parties presently estimate that the date of Substantial Completion
will be on or about January 1, 2009. Except as otherwise expressly provided below, if Substantial Completion of the Tenant Improvements
and delivery of possession of the Premises is delayed for any reason whatsoever, this Lease shall not be void or voidable nor
shall such delay amend Tenant's obligations under this Lease, but Landlord shall use reasonable efforts to Substantially Complete
the Tenant Improvements and deliver the Premises to Tenant as soon as commercially reasonably possible after January 1, 2009.
Notwithstanding the foregoing, if the Commencement Date has not occurred by May 1, 2009 (the "Termination Trigger Date")(which
Termination Trigger Date shall be extended by the length of any delay in the delivery of possession of the Premises to Tenant
with the Tenant Improvements Substantially Completed that results from a Tenant Delay or from strikes, lockout, labor disputes,
shortages of material or labor, fire or other casualty, acts of God or any other cause beyond the commercially reasonable control
of Landlord ("Force Majeure")), Tenant, as Tenant's sole remedy, may notify Landlord in writing that Tenant elects to
terminate this Lease effective as of the date thirty (30) days following the date of such written notice, and, if Landlord does
not deliver possession of the Premises to Tenant with the Tenant Improvements Substantially Completed on or before the end of
such thirty (30) day period, this Lease shall terminate. However, if Landlord delivers the Premises to Tenant with the Tenant
Improvements Substantially Completed within such thirty (30) day period, then this Lease shall continue in effect.


 


c.Early
Occupancy. If, at Tenant's request, Landlord permits Tenant to take occupancy of the Premises prior to the Commencement Date,
then the Commencement Date shall be the date of such early occupancy by Tenant; provided, however, that the Expiration Date shall
not be affected by such early occupancy.


 


4.Condition
of Premises. Except as otherwise expressly provided in this Paragraph 4, Tenant shall accept the Premises in their "as-is"
condition and Landlord shall have no obligation to make or pay for any improvements or renovations in or to the Premises.


 


a.Tenant
Improvements. Landlord, at Landlord's sole cost and expense (subject to the provisions of Paragraph 4.c. below), shall cause
Landlord's designated contractor ("Contractor") to construct the improvements to the Premises which are shown on the
detailed space plans prepared by Gensler Architects ("Landlord's Architect") and attached as Exhibit D hereto
(the "Tenant Approved Plans"). Notwithstanding the foregoing, after the execution hereof, Landlord shall cause Landlord's
Architect to prepare additional construction plans and specifications for the construction of the improvements, which construction
plans and specifications shall be based on the Tenant Approved Plans, provide for Building standard finishes (or finishes of comparable
cost) and include only the additional information required for Landlord's contractor ("Contractor") to obtain the required
governmental permits for the construction of the improvements and for Contractor to secure complete bids from qualified contractors
to construct the improvements. (The aforementioned construction plans and specifications are hereinafter called the "Final
Plans" and the improvements to be constructed in accordance with the Final Plans are hereinafter called the "Tenant
Improvements.")


 






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b.Construction;
Substantial Completion. Landlord shall cause Contractor to commence the construction of the Tenant Improvements as soon as
is reasonably possible after approval of the Final Plans. Landlord shall provide and cause to be installed only those wall terminal
boxes and/or floor monuments required for Tenant's telephone or computer systems as are shown on the Final Plans. Landlord will
provide ordinary power wiring to locations shown on the Final Plans and shall provide and cause to be installed conduits as required
for Tenant's telephone and computer systems as shown on the Final Plans, but shall in no event install, pull or hook up such wires.
Further, notwithstanding anything to the contrary herein, Landlord and Tenant shall cooperate with each other to resolve any space
plan issues raised by applicable local building codes. The Tenant Improvements shall be deemed to be "Substantially Completed"
when they have, in Landlord's and Tenant's reasonable judgment, been completed in accordance with the Final Plans, subject only
to correction or completion of "Punch List" items, which items shall be limited to minor items of incomplete or defective
work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair
Tenant's use of the Premises for Tenant's business. The definition of "Substantially Completed" shall also apply to
the terms "Substantial Completion" and "Substantially Complete".


 


c.Changes.
If Tenant requests any change, addition or alteration in or to the Tenant Approved Plans or, once approved, the Final Plans ("Changes"),
Landlord shall cause Landlord's architect to prepare additional plans implementing such Change and Tenant shall reimburse Landlord
for Landlord's reasonable architectural charges in connection therewith. All Changes shall be subject to Landlord's reasonable
approval. As soon as practicable after the completion of such additional plans, Landlord shall notify Tenant of the estimated
net cost (if any) of the Change. Within three (3) business days after receipt of such cost estimate, Tenant shall notify Landlord
in writing whether Tenant approves the Change. If Tenant approves the Change, Landlord shall proceed with the Change and Tenant
shall be liable for the increase (if any) in the total net cost of the construction resulting from the Change, which additional
cost shall be payable, at Landlord's option, either prior to commencement of work on the Change or during the course of construction.
If Tenant fails to approve the Change within such three (3) business day period, the requested Change shall not be incorporated
into the Tenant Improvements.


 


d.Tenant
Delays. Tenant shall be responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in
connection with any delay in the commencement or completion of any Tenant Improvements and any increase in the cost of Tenant
Improvements caused by (i) any Changes requested by Tenant in the Tenant Approved Plans or the Final Plans (including any cost
or delay resulting from proposed changes that are not ultimately made), (ii) any failure by Tenant to timely pay any amounts due
from Tenant hereunder, including any additional costs resulting from any Change (it being acknowledged that if Tenant fails to
make or otherwise delays making such payments, Landlord may stop work on the Tenant Improvements rather than incur costs which
Tenant is obligated to fund but has not yet funded and any delay from such a work stoppage will be a Tenant Delay), (iii) the
inclusion in the Tenant Improvements of any so-called "long lead" materials (such as fabrics, paneling, carpeting or
other items that are not readily available within industry standard lead times (e.g., custom made items that require time to procure
beyond that customarily required for standard items, or items that are currently out of stock and will require extra time to back
order) and for which suitable substitutes exist), (iv) Tenant's failure to respond within three (3) business days to reasonable
inquiries by Landlord or Contractor regarding the construction of the Tenant Improvements, or (v) any other delay requested or
caused by Tenant. Each of the foregoing is referred to herein as a "Tenant Delay".


 


5.Monthly
Rent.


 


a.Commencing
as of the Commencement Date, and continuing thereafter on or before the first day of each calendar month during the term
hereof, Tenant shall pay to Landlord, as monthly rent for the Premises, the Monthly Rent specified in Paragraph 2 above. If
Tenant's obligation to pay Monthly Rent hereunder commences on a day other than the first day of a calendar month, or if the
term of this Lease terminates on a day other than the last day of a calendar month, then the Monthly Rent payable for such
partial month shall be appropriately prorated on the basis of a thirty (30)-day month. Monthly Rent and the Additional Rent
specified in Paragraph 7 shall be paid by Tenant to Landlord, in advance, without deduction, offset, prior notice or demand,
in immediately available funds of lawful money of the United States of America, or by good check as described below,
to the lockbox location designated by Landlord, or to such other person or at such other place as Landlord may from time to
time designate in writing. Payments made by check must be drawn either on a California financial institution or on a
financial institution that is a member of the federal reserve system. Notwithstanding the foregoing, Tenant shall pay to
Landlord together with Tenant's execution of this Lease an amount equal to the Monthly Rent payable for the first full
calendar month of the Lease term after Tenant's obligation to pay Monthly Rent shall have commenced hereunder, which amount
shall be applied to the Monthly Rent first due and payable hereunder. Notwithstanding the foregoing, if the date of
Substantial Completion of the Tenant Improvements is delayed as a result of a Tenant Delay, then Tenant's obligation to pay
rent for the Premises shall be accelerated by the number of days of such delay.


 






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b.All
amounts payable by Tenant to Landlord under this Lease, or otherwise payable in connection with Tenant's occupancy of the Premises,
in addition to the Monthly Rent hereunder and Additional Rent under Paragraph 7, shall constitute rent owed by Tenant to Landlord
hereunder.


 


c.Any
rent not paid by Tenant to Landlord within five (5) Business Days following written notice to Tenant that such sum is past due
shall bear interest from the date due to the date of payment by Tenant at an annual rate of interest (the "Interest Rate")
equal to the lesser of (i) twelve percent (12%) per annum or (ii) the maximum annual interest rate allowed by law on such due
date for business loans (not primarily for personal, family or household purposes) not exempt from the usury law; except that
Landlord shall only be required to give one (1) such notice in any calendar year, and after such notice is given, any failure
by Tenant in such calendar year to pay Monthly Rent, Additional Rent or any other amount due hereunder on the date due will subject
Tenant to the default interest at the Interest Rate, without the requirement of notice from Landlord of such failure. Failure
by Tenant to pay rent when due, including any interest accrued under this subparagraph, shall constitute an Event of Default (as
defined in Paragraph 25 below) giving rise to all the remedies afforded Landlord under this Lease and at law for nonpayment of
rent.


 


d.No
security or guaranty which may now or hereafter be furnished to Landlord for the payment of rent due hereunder or for the performance
by Tenant of the other terms of this Lease shall in any way be a bar or defense to any of Landlord's remedies under this Lease
or at law.


 


6.Security
Deposit. Upon execution of this Lease, Tenant shall pay to Landlord the Security Deposit specified in Paragraph 2.d. above
as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that the
Security Deposit is not an advance rent deposit or an advance payment of any other kind, nor a measure of Landlord's damages upon
Tenant's default. Landlord shall not be required to segregate the Security Deposit from its other funds and no interest shall
accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) use the Security Deposit or any
portion thereof to cure any Event of Default or to compensate Landlord for any damage Landlord incurs as a result of Tenant's
failure to perform any of its covenants or obligations hereunder, it being understood that any use of the Security Deposit shall
not constitute a bar or defense to any of Landlord's remedies under this Lease or at law. In such event and upon written notice
from Landlord to Tenant specifying the amount of the Security Deposit so utilized by Landlord and the particular purpose for which
such amount was applied, Tenant shall immediately deposit with Landlord an amount sufficient to return the Security Deposit to
an amount equal to one hundred ten percent (110%) of the amount specified in Paragraph 2.d. as the same may have been increased
by prior applications of this Paragraph 6. Tenant's failure to make such payment to Landlord within five (5) days of Landlord's
notice shall constitute an Event of Default. If Tenant is not in default at the expiration or termination of this Lease, Landlord
shall return to Tenant the Security Deposit or the balance thereof then held by Landlord; provided, however, that in no event
shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations
hereunder. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure
sale of the Real Property or any portion thereof, shall be responsible to Tenant for the Security Deposit unless and only to the
extent such holder or purchaser shall have actually received the same. Tenant hereby unconditionally and irrevocably waives the
benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges
that Landlord may use all or any part of the Security Deposit to compensate Landlord for damages resulting from termination of
this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section
1951.2).


 


7.Additional
Rent: Increases in Operating Expenses and Tax Expenses.


 


a.Operating
Expenses. Tenant shall pay to Landlord, at the times hereinafter set forth, Tenant's Share, as specified in Paragraph
2.e. above, of any increase in the Operating Expenses (as defined below) incurred by Landlord in each calendar year
subsequent to the Base Year specified in Paragraph 2.f. above, over the Operating Expenses incurred by Landlord during the
Base Year. The amounts payable under this Paragraph 7.a. and Paragraph 7.b. below are termed "Additional Rent"
herein.


 






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The
term "Operating Expenses" shall mean the total costs and expenses incurred by Landlord in connection with the
management, operation, maintenance, repair and ownership of the Real Property, including, without limitation, the following
costs: (1) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan,
pension plan, union dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation,
holidays and other paid absence benefits) relating to employees of Landlord or its agents engaged in the operation, repair,
or maintenance of the Real Property; (2) payroll, social security, workers' compensation, unemployment and similar taxes with
respect to such employees of Landlord or its agents, and the cost of providing disability or other benefits imposed by law or
otherwise, with respect to such employees; (3) the cost of uniforms (including the cleaning, replacement and pressing
thereof) provided to such employees; (4) premiums and other charges incurred by Landlord with respect to fire, other
casualty, rent and liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of
Landlord, or any insurance required by the holder of any Superior Interest (as defined in Paragraph 21 below), and, after the
Base Year, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance
policy (provided, however, that if the cost of any such insurance for the Base Year is greater than the cost of such
insurance in subsequent year(s) of the Lease term due to unusual increases or fluctuations in the rate or scope of such
insurance in the Base Year and such unusual increases or fluctuations are not present in the applicable subsequent year(s),
Operating Expenses for the Base Year may be adjusted, for purposes of determining the Operating Expenses payable by Tenant in
the applicable subsequent year(s), to reflect what the cost of such insurance would have been in the Base Year had the normal
rates and scope of service applied); (5) water charges and sewer rents or fees; (6) license, permit and inspection fees; (7)
sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or
repair of the Real Property and Building systems and equipment; (8) telephone, telegraph, postage, stationery supplies
and other expenses incurred in connection with the operation, maintenance, or repair of the Real Property; (9) management
fees and expenses; (10) costs of repairs to and maintenance of the Real Property, including building systems and
appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and installations, but excluding
the replacement of major building systems (except to the extent provided in (16) and (17) below); (11) fees and expenses for
janitorial, window cleaning, guard, extermination, water treatment, rubbish removal, plumbing and other services and
inspection or service contracts for elevator, electrical, mechanical, HVAC and other building equipment and systems or as may
otherwise be necessary or proper for the operation, repair or maintenance of the Real Property (provided, however, that if
the cost of any such service for the Base Year is greater than the cost of such service in subsequent year(s) of the Lease
term due to unusual increases or fluctuations in the rate or scope of such service in the Base Year and such unusual
increases or fluctuations are not present in the applicable subsequent year(s), Operating Expenses for the Base Year may be
adjusted, for purposes of determining the Operating Expenses payable by Tenant in the applicable subsequent year(s), to
reflect what the cost of such service would have been in the Base Year had the normal rates and scope of service applied);
(12) costs of supplies, tools, materials, and equipment used in connection with the operation, maintenance or repair of the
Real Property; (13) accounting, legal and other professional fees and expenses; (14) fees and expenses for painting the
exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other
common areas of the Real Property; (15) costs and expenses for electricity, chilled water, air conditioning, water
for heating, gas, fuel, steam, heat, lights, power and other energy related utilities required in connection with the
operation, maintenance and repair of the Real Property (provided, however, that if the cost of any energy related utility for
the Base Year is greater than the cost of such utility in subsequent year(s) of the Lease term due to unusual increases or
fluctuations in the rate for such utility in the Base Year and such unusual increases or fluctuations are not present in the
applicable subsequent year(s), Operating Expenses for the Base Year may be adjusted, for purposes of determining the
Operating Expenses payable by Tenant in the applicable subsequent year(s), to reflect what the cost of such utility would
have been in the Base Year had normal rates applied); (16) the cost of any capital improvements made by Landlord to the Real
Property or capital assets acquired by Landlord after the Base Year in order to comply with any local, state or federal law,
ordinance, rule, regulation, code or order of any governmental entity or insurance requirement (collectively, "Legal
Requirement") with which the Real Property was not required to comply during the Base Year, or to comply with any
amendment or other change to the enactment or interpretation of any Legal Requirement from its enactment or interpretation
during the Base Year; (17) the cost of any capital improvements made by Landlord to the Building or capital assets acquired
by Landlord after the Base Year for the protection of the health and safety of the occupants of the Real Property or that are
designed to reduce other Operating Expenses; (18) the reasonable cost of furniture, draperies, carpeting, landscaping and
other customary and ordinary items of personal property (excluding paintings, sculptures and other works of art) provided by
Landlord for use in common areas of the Building or the Real Property or in the Building office (to the extent that such
Building office is dedicated to the operation and management of the Real Property); provided, however, that leasing or rental
costs of a rotating or other art program for the common areas of the Building or the Real Property shall be included in
Operating Expenses; (19) any expenses and costs resulting from substitution of work, labor, material or services in lieu of
any of the above itemizations, or for any additional work, labor, services or material resulting from compliance with any
Legal Requirement applicable to the Real Property or any parts thereof; and (20) Building office rent or rental value (not to
exceed fair market rent) for not more than 3,000 rentable square feet of space. If the Real Property is or becomes subject to
any covenants, conditions or restrictions, reciprocal easement agreement, common area declaration or similar agreement,
then Operating Expenses shall include all fees, costs or other expenses allocated to the Real Property under such agreement.
With respect to the costs of items included in Operating Expenses under (16) and (17), such costs shall be amortized over a
reasonable period, as determined by Landlord, together with interest on the unamortized balance at a rate per annum equal to
three (3) percentage points over the six-month United States Treasury bill rate in effect at the time such item is
constructed or acquired, or at such higher rate as may have been paid by Landlord on funds borrowed for the purpose of
constructing or acquiring such item, but in either case not more than the maximum rate permitted by law at the time such item
is constructed or acquired.


 






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Operating
Expenses shall not include the following: (i) depreciation on the Building or equipment or systems therein; (ii) debt service;
(iii) rental under any ground or underlying lease; (iv) interest (except as expressly provided in this Paragraph 7.a.); (v) Tax
Expenses (as defined in Paragraph 7.b. below); (vi) attorneys' fees and expenses incurred in connection with lease negotiations
with prospective Building tenants; (vii) the cost (including any amortization thereof) of any improvements or alterations which
would be properly classified as capital expenditures according to generally accepted property management practices (except to
the extent expressly included in Operating Expenses pursuant to this Paragraph 7.a.); (viii) the cost of decorating, improving
for tenant occupancy, painting or redecorating portions of the Building to be demised to tenants; (ix) executive salaries; (x)
advertising; or (xi) real estate broker's or other leasing commissions.


 


b.
Tax Expenses. Tenant shall pay to Landlord as Additional Rent under this Lease, at the times hereinafter set forth, Tenant's
Share, as specified in Paragraph 2.e. above, of any increase in Tax Expenses (as defined below) incurred by Landlord in each calendar
year subsequent to the Base Year specified in Paragraph 2.f. above, over Tax Expenses incurred by Landlord during the Base Year.
Notwithstanding the foregoing, if any reassessment, reduction or recalculation of any item included in Tax Expenses during the
term results in a reduction of Tax Expenses, then for purposes of calculating Tenant's Share of increases in Tax Expenses from
and after the calendar year in which such adjustment occurs, Tax Expenses for the Base Year shall be adjusted to reflect such
reduction.


 


The
term "Tax Expenses" shall mean all taxes, assessments (whether general or special), excises, transit charges, housing
fund assessments or other housing charges, improvement districts, levies or fees, ordinary or extraordinary, unforeseen as well
as foreseen, of any kind, which are assessed, levied, charged, confirmed or imposed on the Real Property, on Landlord with respect
to the Real Property, on the act of entering into leases of space in the Real Property, on the use or occupancy of the Real Property
or any part thereof, with respect to services or utilities consumed in the use, occupancy or operation of the Real Property, on
any improvements, fixtures and equipment and other personal property of Landlord located in the Real Property and used in connection
with the operation of the Real Property, or on or measured by the rent payable under this Lease or in connection with the business
of renting space in the Real Property, including, without limitation, any gross income tax or excise tax levied with respect to
the receipt of such rent, by the United States of America, the State of California, the County of Orange, the City of Irvine,
any political subdivision, public corporation, district or other political or public entity or public authority, and shall also
include any other tax, fee or other excise, however described, which may be levied or assessed in lieu of, as a substitute (in
whole or in part) for, or as an addition to, any other Tax Expense. Tax Expenses shall include reasonable attorneys' and professional
fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Tax Expenses. If it shall
not be lawful for Tenant to reimburse Landlord for any increase in Tax Expenses as defined herein, the Monthly Rent payable to
Landlord prior to the imposition of such increases in Tax Expenses shall be increased to net Landlord the same net Monthly Rent
after imposition of such increases in Tax Expenses as would have been received by Landlord prior to the imposition of such increases
in Tax Expenses.


 


Tax
Expenses shall not include income, franchise, transfer, inheritance or capital stock taxes, unless, due to a change in the method
of taxation, any of such taxes is levied or assessed against Landlord in lieu of, as a substitute (in whole or in part) for, or
as an addition to, any other charge which would otherwise constitute a Tax Expense.


 






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c.Adjustment
for Occupancy Factor; Allocation of Operating Expenses and Tax Expenses. Notwithstanding any other provision herein to the
contrary, in the event the Building is not at least ninety-five percent (95%) occupied during the Base Year of during any calendar
year during the term, an adjustment shall be made by Landlord in computing Operating Expenses for such year so that the Operating
Expenses shall be computed for such year as though the Building had been ninety-five percent (95%) occupied during such year.
In addition, if any particular work or service includable in Operating Expenses is not furnished to a tenant who has undertaken
to perform such work or service itself, Operating Expenses shall be deemed to be increased by an amount equal to the additional
Operating Expenses which would have been incurred if Landlord had furnished such work or service to such tenant. The parties agree
that statements in this Lease to the effect that Landlord is to perform certain of its obligations hereunder at its own or sole
cost and expense shall not be interpreted as excluding any cost from Operating Expenses or Tax Expenses if such cost is an Operating
Expense or Tax Expense pursuant to the terms of this Lease.


 


Landlord
shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants in
the Building (for example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or
types of services, work or benefits associated with Operating Expenses are being provided to or conferred upon such classes or
groups. Further, Landlord shall have the right from time to time, to equitably allocate some or all of the Operating Expenses
and/or Tax Expenses among different buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating
such Operating Expenses and/or Tax Expenses attributable to such other buildings of the Project to the Building and Tenant shall
be responsible for paying its proportionate share of such expenses.


 


d.Intention
Regarding Expense Pass-Through. It is the intention of Landlord and Tenant that the Monthly Rent paid to Landlord throughout
the term of this Lease shall be absolutely net of all increases, respectively, in Tax Expenses and Operating Expenses over, respectively,
Tax Expenses for the Base Year and Operating Expenses for the Base Year, and the foregoing provisions of this Paragraph 7 are
intended to so provide.


 


e.Notice
and Payment. On or before the first day of each calendar year during the term hereof subsequent to the Base Year, or as soon
as practicable thereafter, Landlord shall give to Tenant notice of Landlord's estimate of the Additional Rent, if any, payable
by Tenant pursuant to Paragraphs 7.a. and 7.b. for such calendar year subsequent to the Base Year. On or before the first day
of each month during each such subsequent calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional
Rent; provided, however, that if Landlord's notice is not given prior to the first day of any calendar year Tenant shall continue
to pay Additional Rent on the basis of the prior year's estimate until the month after Landlord's notice is given. If at any time
it appears to Landlord that the Additional Rent payable under Paragraphs 7.a. and/or 7.b. will vary from Landlord's estimate by
more than five percent (5%), Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments
by Tenant for such year shall be based upon the revised estimate. On the first monthly payment date after any new estimate is
delivered to Tenant, Tenant shall also pay any accrued cost increases, based on such new estimate.


 


f.Annual
Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon
after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent
payable under Paragraphs 7.a. and 7.b. for such year and such statement shall be final and binding upon Landlord and Tenant (except
that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax
Expenses affecting the calculation of such Tax Expenses). If the annual statement shows that Tenant's payments of Additional Rent
for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant's obligations for the calendar year, Landlord shall credit
the excess to the next succeeding installments of estimated Additional Rent. If the annual statement shows that Tenant's payments
of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant's obligation for the calendar
year, Tenant shall pay the deficiency to Landlord within ten (10) days after delivery of such statement.


 


g.Proration
for Partial Lease Year. If this Lease commences on a day other than the first day of a calendar year or terminates on a day
other than the last day of a calendar year, the Additional Rent payable by Tenant pursuant to this Paragraph 7 applicable to the
such partial calendar year shall be prorated on the basis that the number of days of such partial calendar year bears to three
hundred sixty (360).


 


8.Use
of Premises; Compliance with Law.


 


a. Use
of Premises. The Premises may be used solely for general office purposes for the business of Tenant described in
Paragraph 2.g. above or for any other general office use consistent with the operation of the Building as a first-class
office building, provided such other office use (1) does not materially increase (a) the operating costs for the Building,
(b) the burden on the Building services, or (c) the foot traffic, elevator usage or security concerns in the Building, or
create an increased probability of the comfort and/or safety of the Landlord or other tenants of the Building being
compromised or reduced, and (2) is not for a school or training facility, an office or facility of any governmental or
quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or
public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or
similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations
(whether temporary, daytime or overnight), and (3) is not a use which conflicts with any exclusive uses granted to other
tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement
affecting the Real Property.


 






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Tenant
shall not do or suffer or permit anything to be done in or about the Premises or the Project, nor bring or keep anything therein,
which would in any way subject Landlord, Landlord's agents or the holder of any Superior Interest (as defined in Paragraph 21)
to any liability, increase the premium rate of or affect any fire, casualty, liability, rent or other insurance relating to the
Project or any of the contents of the Building, or cause a cancellation of, or give rise to any defense by the insurer to any
claim under, or conflict with, any policies for such insurance. If any act or omission of Tenant results in any such increase
in premium rates, Tenant shall pay to Landlord upon demand the amount of such increase. Tenant shall not do or suffer or permit
anything to be done in or about the Premises or the Project which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Project or injure or annoy them, or use or suffer or permit the Premises to be used for any immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain, suffer or permit any nuisance in, on or about the Premises
or the Project. Without limiting the foregoing, no loudspeakers or other similar device which can be heard outside the Premises
shall, without the prior written approval of Landlord, be used in or about the Premises. Tenant shall not commit or suffer to
be committed any waste in, to or about the Premises. Landlord may from time to time conduct fire and life safety training for
tenants of the Building, including evacuation drills and similar procedures. Tenant agrees to participate in such activities as
reasonably requested by Landlord.


 


Tenant
agrees not to knowingly employ any person, entity or contractor for any work in the Premises (including moving Tenant's equipment
and furnishings in, out or around the Premises) whose presence may give rise to a labor or other disturbance in the Building and,
if necessary to prevent such a disturbance in a particular situation, Landlord may require Tenant to employ union labor for the
work. If a labor disturbance results from Tenant's employment of any person, entity or contractor for any work in the Premises,
Tenant shall take immediate steps to end the disturbance, including temporary cessation of the work if necessary.


 


b.Compliance
with Law. Tenant shall not do or permit anything to be done in or about the Premises which will in any way conflict with any
Legal Requirement (as defined in Paragraph 7.a.(16) above) now in force or which may hereafter be enacted. Tenant, at its sole
cost and expense, shall promptly comply with all such present and future Legal Requirements relating to the condition, use or
occupancy of the Premises, and shall perform all work to the Premises or other portions of the Project required to effect such
compliance (or, at Landlord's election, Landlord may perform such work at Tenant's cost). Notwithstanding the foregoing, however,
Tenant shall not be required to perform any structural changes to the Premises or other portions of the Project unless such changes
are related to or affected or triggered by (i) Tenant's Alterations (as defined in Paragraph 9 below), (ii) Tenant's particular
use of the Premises (as opposed to Tenant's use of the Premises for general office purposes in a normal and customary manner),
(iii) Tenant's particular employees or employment practices, or (iv) the construction of initial improvements to the Premises,
if any. The judgment of any court of competent jurisdiction or the admission of Tenant in an action against Tenant, whether or
not Landlord is a party thereto, that Tenant has violated any Legal Requirement shall be conclusive of that fact as between Landlord
and Tenant. Tenant shall immediately furnish Landlord with any notices received from any insurance company or governmental agency
or inspection bureau regarding any unsafe or unlawful conditions within the Premises or the violation of any Legal Requirement.


 






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c.Hazardous
Materials. Tenant shall not cause or permit the storage, use, generation, release, handling or disposal (collectively,
"Handling") of any Hazardous Materials (as defined below), in, on, or about the Premises or the Project by Tenant
or any agents, employees, contractors, licensees, subtenants, customers, guests or invitees of Tenant (collectively with
Tenant, "Tenant Parties"), except that Tenant shall be permitted to use normal quantities of office supplies or
products (such as copier fluids or cleaning supplies) customarily used in the conduct of general business office activities
("Common Office Chemicals"), provided that the Handling of such Common Office Chemicals shall comply at all times
with all Legal Requirements, including Hazardous Materials Laws (as defined below). Notwithstanding anything to the contrary
contained herein, however, in no event shall Tenant permit any usage of Common Office Chemicals in a manner that may cause
the Premises or the Project to be contaminated by any Hazardous Materials or in violation of any Hazardous Materials Laws.
Tenant shall immediately advise Landlord in writing of (a) any and all enforcement, cleanup, remedial, removal, or other
governmental or regulatory actions instituted, completed, or threatened pursuant to any Hazardous Materials Laws relating to
any Hazardous Materials affecting the Premises; and (b) all claims made or threatened by any third party against Tenant,
Landlord, the Premises or the Project relating to damage, contribution, cost recovery, compensation, loss, or injury
resulting from any Hazardous Materials on or about the Premises. Without Landlord's prior written consent, Tenant shall not
take any remedial action or enter into any agreements or settlements in response to the presence of any Hazardous
Materials in, on, or about the Premises. Tenant shall be solely responsible for and shall indemnify, defend and hold Landlord
and all other Indemnitees (as defined in Paragraph 14.b. below), harmless from and against all Claims (as defined in
Paragraph 14.b. below), arising out of or in connection with, or otherwise relating to (i) any Handling of Hazardous
Materials by any Tenant Party or Tenant's breach of its obligations hereunder, or (ii) any removal, cleanup, or restoration
work and materials necessary to return the Project or any other property of whatever nature located on the Project to their
condition existing prior to the Handling of Hazardous Materials in, on or about the Premises by any Tenant Party. Tenant's
obligations under this paragraph shall survive the expiration or other termination of this Lease. For purposes of this Lease,
"Hazardous Materials" means any explosive, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation asbestos containing materials, PCB's, CFC's, or substances defined as "hazardous
substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.
Section 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section 1801-1812; the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Section 6901-6987; or any other Legal Requirement regulating, relating to, or imposing
liability or standards of conduct concerning any such materials or substances now or at any time hereafter in effect
(collectively, "Hazardous Materials Laws").


 


d.Applicability
of Paragraph. The provisions of this Paragraph 8 are for the benefit of Landlord, the holder of any Superior Interest (as
defined in Paragraph 21 below), and the other Indemnitees only and are not nor shall they be construed to be for the benefit of
any tenant or occupant of the Building.


 


9.Alterations
and Restoration.


 


a.Tenant
shall not make or permit to be made any alterations, modifications, additions, decorations or improvements to the Premises, or
any other work whatsoever that would directly or indirectly involve the penetration or removal (whether permanent or temporary)
of, or require access through, in, under, or above any floor, wall or ceiling, or surface or covering thereof in the Premises
(collectively, "Alterations"), except as expressly provided in this Paragraph 9. If Tenant desires any Alteration, Tenant
must obtain Landlord's prior written approval of such Alteration.


 


Notwithstanding
the foregoing or anything to the contrary contained elsewhere in this Paragraph 9, Tenant shall have the right, without Landlord's
consent, to make any Alteration that meets all of the following criteria (a "Cosmetic Alteration"): (a) the Alteration
is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work), (b) Tenant
provides Landlord with ten (10) days' advance written notice of the commencement of such Alteration, (c) such Alteration does
not affect the Building's electrical, mechanical, life safety, plumbing, security, or HVAC systems or any structural portion of
the Building or any part of the Building other than the Premises, (d) the work will not decrease the value of the Premises, does
not require a building permit or other governmental permit, and is performed in a workman-like manner and in accordance with all
Legal Requirements, (e) the work does not involve any Hazardous Materials, (f) the work does not involve opening the ceiling of
the Premises and (g) the aggregate cost of the work will not exceed Ten Thousand Dollars ($10,000.00). At the time Tenant notifies
Landlord of any Cosmetic Alteration, Tenant shall give Landlord a copy of Tenant's plans for the work. If the Cosmetic Alteration
is of such a nature that formal plans will not be prepared for the work, Tenant shall provide Landlord with a reasonably specific
description of the work. Notwithstanding anything to the contrary herein, Tenant may, without prior notice to or consent from
Landlord, hang on the walls of the Premises artwork and other items typically hung in office premises, provided that Tenant uses
nails, hooks or other devices reasonably approved by Landlord for such purposes.


 






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All
Alterations shall be made at Tenant's sole cost and expense (including the expense of complying with all present and future
Legal Requirements, including those regarding asbestos, if applicable, and any other work required to be performed in other
areas within or outside the Premises by reason of the Alterations). For other than Cosmetic Alterations, Tenant shall either
(i) arrange for Landlord to perform the work on terms and conditions acceptable to Landlord and Tenant, each in its sole
discretion or (ii) bid the project out to contractors approved by Landlord in writing in advance (which approval shall not be
unreasonably withheld). Tenant shall provide Landlord with a copy of the information submitted to bidders at such time as the
bidders receive their copy. Regardless of the contractors who perform the work pursuant to the above, Tenant shall pay
Landlord on demand prior to or during the course of such construction an amount (the "Alteration Operations Fee")
equal to five percent (5%) of the total cost of the Alteration (and for purposes of calculating the Alteration Operations
Fee, such cost shall include architectural and engineering fees, but shall not include permit fees) as compensation to
Landlord for Landlord's internal review of Tenant's Plans and general oversight of the construction (which oversight shall be
solely for the benefit of Landlord and shall in no event be a substitute for Tenant's obligation to retain such project
management or other services as shall be necessary to ensure that the work is performed properly and in accordance with the
requirements of this Lease). Notwithstanding the foregoing, the Alteartion Operations Fee shall not apply to Cosmetic
Alterations. Tenant shall also reimburse Landlord for Landlord's expenses such as electrical energy consumed in connection
with the work, freight elevator operation, additional cleaning expenses, additional security services, fees and charges paid
to third party architects, engineers and other consultants for review of the work and the plans and specifications with
respect thereto and to monitor contractor compliance with Building construction requirements, and for other
miscellaneous costs incurred by Landlord as result of the work.


 


All
such work shall be performed diligently and in a first-class workmanlike manner and in accordance with plans and specifications
approved by Landlord, and shall comply with all Legal Requirements and Landlord's construction standards, procedures, conditions
and requirements for the Building as in effect from time to time (including Landlord's requirements relating to insurance and
contractor qualifications). To the extent applicable, and without limitation of the foregoing, Tenant shall cause a timely Notice
of Completion to be recorded in the office of the Recorder of Orange County in accordance with Section 3093 of the California
Civil Code or any successor statute. Tenant shall deliver to Landlord, within thirty (30) days following the completion of the
Alterations, a copy of as-built drawings of the Alterations in a form acceptable to Landlord. In no event shall Tenant employ
any person, entity or contractor to perform work in the Premises whose presence may give rise to a labor or other disturbance
in the Building. Default by Tenant in the payment of any sums agreed to be paid by Tenant for or in connection with an Alteration
(regardless of whether such agreement is pursuant to this Paragraph 9 or separate instrument) shall entitle Landlord to all the
same remedies as for non-payment of rent hereunder. Any Alterations, including, without limitation, moveable partitions that are
affixed to the Premises (but excluding moveable, free standing partitions) and all carpeting, shall at once become part of the
Building and the property of Landlord. Tenant shall give Landlord not less than five (5) days prior written notice of the date
the construction of the Alteration is to commence. Landlord may post and record an appropriate notice of nonresponsibility with
respect to any Alteration and Tenant shall maintain any such notices posted by Landlord in or on the Premises.


 


b.At
Landlord's sole election any or all Alterations made for or by Tenant shall be removed by Tenant from the Premises at the expiration
or sooner termination of this Lease and the Premises shall be restored by Tenant to their condition prior to the making of the
Alterations, ordinary wear and tear excepted. The removal of the Alterations and the restoration of the Premises shall be performed
by a general contractor selected by Tenant and approved by Landlord, in which event Tenant shall pay the general contractor's
fees and costs in connection with such work. Any separate work letter or other agreement which is hereafter entered into between
Landlord and Tenant pertaining to Alterations shall be deemed to automatically incorporate the terms of this Lease without the
necessity for further reference thereto.


 


10.Repair.
By taking possession of the Premises, Tenant agrees that the Premises are in good condition and repair. Tenant, at Tenant's sole
cost and expense, shall keep the Premises and every part thereof (including the interior walls and ceilings of the Premises, those
portions of the Building systems located within and exclusively serving the Premises, and improvements and Alterations) in good
condition and repair. Tenant waives all rights to make repairs at the expense of Landlord as provided by any Legal Requirement
now or hereafter in effect. It is specifically understood and agreed that, except as specifically set forth in this Lease, Landlord
has no obligation and has made no promises to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof,
and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant. Tenant
hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 and of any similar Legal Requirement now
or hereafter in effect.


 






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11.Abandonment.
Tenant shall not abandon the Premises or any part thereof at any time during the term hereof. Tenant's mere vacating of the
Premises during the term hereof shall not constitute an abandonment under this Lease nor an Event of Default so long as
Tenant continues to pay Monthly Rent, Additional Rent and all other sums due Landlord under this Lease and maintains the
insurance coverage required pursuant to Paragraph 15 of this Lease. Upon the expiration or earlier termination of this Lease,
or if Tenant abandons or surrenders all or any part of the Premises or is dispossessed of the Premises by process of law, or
otherwise, any movable furniture, equipment, trade fixtures, or other personal property belonging to Tenant and left on the
Premises shall at the option of Landlord be deemed to be abandoned and, whether or not the property is deemed abandoned,
Landlord shall have the right to remove such property from the Premises and charge Tenant for the removal and any restoration
of the Premises as provided in Paragraph 9. Landlord may charge Tenant for the storage of Tenant's property left on the
Premises at such rates as Landlord may from time to time reasonably determine, or, Landlord may, at its option, store
Tenant's property in a public warehouse at Tenant's expense. Notwithstanding the foregoing, neither the provisions of this
Paragraph 11 nor any other provision of this Lease shall impose upon Landlord any obligation to care for or preserve any of
Tenant's property left upon the Premises, and Tenant hereby waives and releases Landlord from any claim or liability in
connection with the removal of such property from the Premises and the storage thereof and specifically waives the provisions
of California Civil Code Section 1542 with respect to such release. Landlord's action or inaction with regard to the
provisions of this Paragraph 11 shall not be construed as a waiver of Landlord's right to require Tenant to remove
its property, restore any damage to the Premises and the Building caused by such removal, and make any restoration required
pursuant to Paragraph 9 above.


 


12.Liens.
Tenant shall not permit any mechanic's, materialman's or other liens arising out of work performed at the Premises by or on behalf
of Tenant to be filed against the fee of the Real Property nor against Tenant's interest in the Premises. Landlord shall have
the right to post and keep posted on the Premises any notices which it deems necessary for protection from such liens. If any
such liens are filed, Landlord may, upon ten (10) days' written notice to Tenant, without waiving its rights based on such breach
by Tenant and without releasing Tenant from any obligations hereunder, pay and satisfy the same and in such event the sums so
paid by Landlord shall be due and payable by Tenant immediately without notice or demand, with interest from the date paid by
Landlord through the date Tenant pays Landlord, at the Interest Rate. Tenant agrees to indemnify, defend and hold Landlord and
the other Indemnitees (as defined in Paragraph 14.b. below) harmless from and against any Claims (as defined in Paragraph 14.b.
below) for mechanics', materialmen's or other liens in connection with any Alterations, repairs or any work performed, materials
furnished or obligations incurred by or for Tenant.


 


13.Assignment
and Subletting.


 


a.
Landlord's Consent. Landlord's and Tenant's agreement with regard to Tenant's right to transfer all or part of its interest
in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord's prior written consent,
which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease
nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation
of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives
or successors in interest (collectively, an "assignment") and neither the Premises nor any part thereof shall be sublet
or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting
without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling
Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law.


 







The
parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent
to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the proposed assignee or
subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the
proposed assignee or subtenant) is a current direct tenant of the Building or has negotiated with Landlord within the
preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Project; (ii) Landlord
reasonably disapproves of the proposed assignee's or subtenant's reputation or creditworthiness; (iii) Landlord determines
that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the
manner of conducting such business, would be inconsistent with the character of the Building as a first-class office
building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of
Landlord has had adverse dealings; (v) the assignment or subletting may conflict with any exclusive uses granted to other
tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting
the Project; (vi) the assignment or subletting would involve a change in use from that expressly permitted under Paragraph
8.a. above or any other provision of this Lease; (vii) Landlord determines that the proposed assignee may be unable to
perform all of Tenant's obligations under this Lease or the proposed subtenant may be unable to perform all of its
obligations under the proposed sublease or (viii) at the time Tenant delivers its request for consent to the assignment
or sublease there is then in effect an uncured breach of this Lease by Tenant (provided that Landlord reserves the right to
waive the applicability of this item (viii) as to a particular proposed assignment or sublease if necessary in order to
satisfy the requirement in Section 1951.4 of the California Civil Code that Tenant's right to sublease be subject only to
reasonable limitations). Landlord's foregoing rights and options shall continue throughout the entire term of this
Lease.


 






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For
purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance
of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity
controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated
transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any
subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them,
in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger,
acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons
or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the
"over-the-counter" market or any recognized national or international securities exchange, shall not be included in
determining whether Control has been transferred; (iii) a reduction of Tenant's assets to the point that this Lease is substantially
Tenant's only asset; (iv) a change or conversion in the form of entity of Tenant, any subtenant or assignee, or any entity controlling
any of them, which has the effect of limiting the liability of any of the partners, members or other owners of such entity; or
(v) the agreement by a third party to assume, take over, or reimburse Tenant for, any or all of Tenant's obligations under this
Lease, in order to induce Tenant to lease space with such third party. "Control" shall mean direct or indirect ownership
of fifty percent (50%) or more of all of the voting stock of a corporation or fifty percent (50%) or more of the legal or equitable
interest in any other business entity, or the power to direct the operations of any entity (by equity ownership, contract or otherwise).
Paragraph 13.g. below contains provisions which may apply to certain of the transfer events that are deemed by this grammatical
paragraph to constitute an assignment or subletting of this Lease.


 


If
this Lease is assigned, whether or not in violation of the terms of this Lease, Landlord may collect rent from the assignee. If
the Premises or any part thereof is sublet, Landlord may, upon an Event of Default by Tenant hereunder, collect rent from the
subtenant. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant's monetary obligations
hereunder.


 


The
consent by Landlord to an assignment or subletting hereunder shall not relieve Tenant or any assignee or subtenant from the requirement
of obtaining Landlord's express prior written consent to any other or further assignment or subletting. In no event shall any
subtenant be permitted to assign its sublease or to further sublet all or any portion of its subleased premises without Landlord's
prior written consent, which consent may be withheld by Landlord it its sole and absolute discretion. Neither an assignment or
subletting nor the collection of rent by Landlord from any person other than Tenant, nor the application of any such rent as provided
in this Paragraph 13.a. shall be deemed a waiver of any of the provisions of this Paragraph 13.a. or release Tenant from its obligation
to comply with the provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations
under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion
options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in
the Building, such rights and/or options shall not run to the subtenant or assignee, it being agreed by the parties hereto that
any such rights and options are personal to the Tenant originally named herein and may not be transferred.


 


b.Processing
Expenses. Tenant shall pay to Landlord, as Landlord's cost of processing each proposed assignment or subletting, an amount
equal to the sum of (i) Landlord's reasonable attorneys' and other professional fees, plus (ii) the sum of Five Hundred Dollars
($500.00) for the cost of Landlord's administrative, accounting and clerical time (collectively, "Processing Costs"),
and the amount of all direct and indirect costs and expenses incurred by Landlord arising from the assignee or sublessee taking
occupancy of the subject space (including, without limitation, costs of freight elevator operation for moving of furnishings and
trade fixtures, security service, janitorial and cleaning service, and rubbish removal service). Notwithstanding anything to the
contrary herein, Landlord shall not be required to process any request for Landlord's consent to an assignment or subletting until
Tenant has paid to Landlord the amount of Landlord's estimate of the Processing Costs and all other direct and indirect costs
and expenses of Landlord and its agents arising from the assignee or subtenant taking occupancy.


 






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c.Consideration
to Landlord. In the event of any assignment or sublease, but excluding an assignment or sublease to an Affiliate
pursuant to Paragraph 13.g. below, Landlord shall be entitled to receive, as additional rent hereunder, fifty percent (50%)
of any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee or subtenant
for the assignment or sublease and, in the case of a sublease, fifty percent (50%) of the excess of the amount of rent paid
for the sublet space by the subtenant over the amount of Monthly Rent under Paragraph 5 above and Additional Rent
under Paragraph 7 above attributable to the sublet space for the corresponding month; except that Tenant may recapture, on an
amortized basis over the term of the sublease or assignment (i) any brokerage commissions paid by Tenant in connection with
the subletting or assignment (not to exceed commissions typically paid in the market at the time of such subletting or
assignment), (ii) reasonable legal fees paid by Tenant in connection with such assignment or subletting (provided that Tenant
shall submit to Landlord evidence reasonably acceptable to Landlord of such legal fees actually paid by Tenant, which
evidence shall include copies of the applicable attorney bills) and (iii) any improvement allowance or construction costs
incurred by Tenant in connection with the assignment or sublease (collectively the "Assignment or Subletting
Costs"), provided that, as a condition to Tenant recapturing the Assignment or Subletting Costs, Tenant shall provide to
Landlord, within ninety (90) days following the effective date of the assignment or the commencement of the term of the
sublease, as applicable, a detailed accounting of the Assignment or Subletting Costs and supporting documents, such as
receipts and construction invoices. To effect the foregoing, Tenant shall deduct from the monthly amounts received by Tenant
from the subtenant or assignee as rent or consideration (i) the Monthly Rent and Additional Rent payable by Tenant to
Landlord for the subject space and (ii) the incremental amount, on an amortized basis, of the Assignment or Subletting Costs,
and fifty percent (50%) of the then remaining sum shall be paid monthly to Landlord. Upon Landlord's request, Tenant shall
assign to Landlord all amounts to be paid to Tenant by any such subtenant or assignee and that belong to Landlord and shall
direct such subtenant or assignee to pay the same directly to Landlord. If there is more than one sublease under this Lease,
the amounts (if any) to be paid by Tenant to Landlord pursuant to this Paragraph 13.c., shall be separately calculated for
each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other
consideration pertaining to or due under any other sublease.


 


d.Procedures.
If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord
written notice thereof and the terms proposed (the "Sublease Notice"), which Sublease Notice shall be accompanied by
Tenant's proposed assignment or sublease agreement (in which the proposed assignee or subtenant shall be named, shall be executed
by Tenant and the proposed assignee or subtenant, and which agreement shall otherwise meet the requirements of Paragraph 13.e.
below), together with a current financial statement of such proposed assignee or subtenant and any other information reasonably
requested by Landlord. Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within
thirty (30) days after receipt of Tenant's notice) (i) in the case of any proposed sublet, to sublet from Tenant any portion of
the Premises proposed by Tenant to be sublet, for the term for which such portion is proposed to be sublet, but at the lesser
of the proposed sublease rent or the same rent (including Additional Rent as provided for in Paragraph 7 above) as Tenant is required
to pay to Landlord under this Lease for the same space, computed on a pro rata square footage basis; provided, however, that if
the portion of the Premises proposed by Tenant to be sublet consists of space on more than one floor of the Building, Landlord
may exercise (or not exercise) its sublet option under this clause (i) separately as to the proposed sublet space on each such
floor, (ii) to terminate this Lease in its entirety (in the case of any proposed assignment) or as it pertains to the portion
of the Premises so proposed by Tenant to be sublet (in the case of any proposed sublet); provided, however, that if the portion
of the Premises proposed by Tenant to be sublet consists of space on more than one floor of the Building, Landlord may exercise
(or not exercise) its termination option under this clause (ii) separately as to the proposed sublet space on each such floor,
or (iii) to approve or reasonably disapprove the proposed assignment or sublease. If Landlord exercises its option in (i) above,
then Landlord may, at Landlord's sole cost, construct improvements in the subject space and, so long as the improvements are suitable
for general office purposes, Landlord shall have no obligation to restore the subject space to its original condition following
the termination of the sublease (and in no event shall Tenant have any removal or restoration obligation with respect to any improvements
constructed in the subject space by Landlord). If Landlord fails to exercise any such option to sublet or to terminate, this shall
not be construed as or constitute a waiver of any of the provisions of Paragraphs 13.a., b., c. or d. herein. If Landlord exercises
any option to sublet or to terminate, any costs of demising the portion of the Premises affected by such subleasing or termination
shall be borne by Tenant. In addition, Landlord shall have no liability for any real estate brokerage commission(s) or with respect
to any of the costs and expenses that Tenant may have incurred in connection with its proposed assignment or subletting, and Tenant
agrees to indemnify, defend and hold Landlord and all other Indemnitees harmless from and against any and all Claims (as defined
in Paragraph 14.b. below), including, without limitation, claims for commissions, arising from such proposed assignment or subletting.
Landlord's foregoing rights and options shall continue throughout the entire term of this Lease.


 






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e.Documentation.
No permitted assignment or subletting by Tenant shall be effective until there has been delivered to Landlord a fully
executed counterpart of the assignment or sublease which expressly provides that (i) the assignee or subtenant may not
further assign this Lease or the sublease, as applicable, or sublet the Premises or any portion thereof, without Landlord's
prior written consent (which, in the case of a further assignment proposed by an assignee of this Lease, shall not be
unreasonably withheld, subject to Landlord's rights under the provisions of this Paragraph 13, and in the case of a
subtenant's assignment of its sublease or further subletting of its subleased premises or any portion thereof, may be
withheld in Landlord's sole and absolute discretion), (ii) the assignee or subtenant will comply with all of the provisions
of this Lease, and Landlord may enforce the Lease provisions directly against such assignee or subtenant, (iii) in the case
of an assignment, the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the
assignment, and (iv) in the case of a sublease, the subtenant agrees to be and remain jointly and severally liable with
Tenant for the payment of rent pertaining to the sublet space in the amount set forth in the sublease, and for the
performance of all of the terms and provisions of this Lease applicable to the sublet space. In addition to the foregoing, no
assignment or sublease by Tenant shall be effective until there has been delivered to Landlord a fully executed counterpart
of Landlord's consent to assignment or consent to sublease form. The failure or refusal of a subtenant or assignee to execute
any such instrument shall not release or discharge the subtenant or assignee from its liability as set forth
above. Notwithstanding the foregoing, however, no subtenant or assignee shall be permitted to occupy the Premises or any
portion thereof unless and until such subtenant or assignee provides Landlord with certificates evidencing that such
subtenant or assignee is carrying all insurance coverage required of such subtenant or assignee under this Lease.


 


f.No
Merger. Without limiting any of the provisions of this Paragraph 13, if Tenant has entered into any subleases of any portion
of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall
not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies or, at the option
of Landlord, operate as an assignment to Landlord of any or all such subleases or subtenancies. If Landlord does elect that such
surrender or cancellation operate as an assignment of such subleases or subtenancies, Landlord shall in no way be liable for any
previous act or omission by Tenant under the subleases or for the return of any deposit(s) under the subleases that have not been
actually delivered to Landlord, nor shall Landlord be bound by any sublease modification(s) executed without Landlord's consent
or for any advance rental payment by the subtenant in excess of one month's rent.


 


g.
Affiliates. Notwithstanding anything to the contrary in Paragraphs 13.a. and 13.d., but subject to Paragraphs 13.b., 13.c.,
13.e. and 13.f., Tenant may assign this Lease or sublet the Premises or any portion thereof, without Landlord's consent, to any
partnership, corporation or other entity which controls, is controlled by, or is under common control with Tenant or Tenant's
parent (control being defined for such purposes as ownership of at least 50% of the equity interests in, and the power to direct
the management of, the relevant entity), or to any partnership, corporation or other entity resulting from a merger or consolidation
with Tenant or Tenant's parent, or to any person or entity which acquires all or substantially all the assets of Tenant as a going
concern (including by means of a purchase of all or substantially all of Tenant's stock) (collectively, an "Affiliate"),
provided that (i) Landlord receives at least ten (10) days' prior written notice of the assignment or subletting, together with
evidence that the requirements of this Paragraph 13.g. have been met, (ii) the Affiliate's net worth is not less than Tenant's
net worth as of the date of this Lease or as of the date immediately prior to the assignment or subletting (or series of transactions
of which the same is a part), whichever is greater, (iii) except in the case of an assignment where the assignor is dissolved
as a matter of law following the series of transactions of which the assignment is a part (e.g. a merger), the Affiliate remains
an Affiliate for the duration of the subletting or the balance of the term in the event of an assignment, (iv) the Affiliate assumes
(in the event of an assignment) in writing all of Tenant's obligations under this Lease, and agrees (in the event of a sublease)
that such subtenant will, at Landlord's election, attorn directly to Landlord in the event that this Lease is terminated for any
reason, (v) Landlord receives a fully executed copy of an assignment or sublease agreement between Tenant and the Affiliate, (vi)
the transaction is for legitimate business purposes unrelated to this Lease and the transaction is not a subterfuge by Tenant
to avoid it obligations under this Lease or the restrictions on assignment and subletting contained herein, and (vii) in the case
of a sublease, the Affiliate executes and Tenant delivers to Landlord a fully executed counterpart of Landlord's waiver and acknowledgement
form for an Affiliate sublease.


 


14.Indemnification
of Landlord.


 


a.Landlord
and the holders of any Superior Interests (as defined in Paragraph 21 below) shall not be liable to Tenant and Tenant hereby waives
all claims against such parties for any loss, injury or other damage to person or property in or about the Premises or the Project
from any cause whatsoever, including without limitation, water leakage of any character from the roof, walls, basement, fire sprinklers,
appliances, air conditioning, plumbing or other portion of the Premises or the Project, or gas, fire, explosion, falling plaster,
steam, electricity, or any malfunction within the Premises or the Project, or acts of other tenants of the Building; provided,
however, that the foregoing waiver shall be inapplicable to any loss, injury or damage resulting directly from Landlord's gross
negligence or willful misconduct.


 






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b.Tenant
shall hold Landlord and the holders of any Superior Interest, and the constituent shareholders, partners or other owners thereof,
and all of their agents, contractors, servants, officers, directors, employees and licensees (collectively with Landlord, the
"Indemnitees") harmless from and indemnify the Indemnitees against any and all claims, liabilities, damages, costs and
expenses, including reasonable attorneys' fees and costs incurred in defending against the same (collectively, "Claims"),
to the extent arising from (a) the acts or omissions of Tenant or any other Tenant Parties (as defined in Paragraph 8.c. above)
in, on or about the Project, or (b) any construction or other work undertaken by or on behalf of Tenant in, on or about the Premises,
whether prior to or during the term of this Lease, or (c) any breach or Event of Default under this Lease by Tenant, or (d) any
accident, injury or damage, howsoever and by whomsoever caused, to any person or property, occurring in, on or about the Premises;
except to the extent such Claims are caused directly by the gross negligence or willful misconduct of Landlord or its authorized
representatives. In case any action or proceeding be brought against any of the Indemnitees by reason of any such Claim, Tenant,
upon notice from Landlord, covenants to resist and defend at Tenant's sole expense such action or proceeding by counsel reasonably
satisfactory to Landlord. The provisions of this Paragraph 14.b. shall survive the expiration or earlier termination of this Lease
with respect to any injury, illness, death or damage occurring prior to such expiration or termination.


 


15.Insurance.


 


a.Tenant's
Insurance; Coverage Amounts. Tenant shall, at Tenant's expense, maintain during the term of this Lease (and, if Tenant occupies
or conducts activities in or about the Premises prior to or after the term hereof, then also during such pre-term or post-term
period): (i) commercial general liability insurance including contractual liability coverage, with minimum coverages of One Million
Dollars ($1,000,000.00) per occurrence combined single limit for bodily injury and property damage, One Million Dollars ($1,000,000.00)
for products-completed operations coverage, One Hundred Thousand Dollars ($100,000.00) fire legal liability, One Million Dollars
($1,000,000.00) for personal and advertising injury, with a Two Million Dollars ($2,000,000.00) general aggregate limit, with
a Two Million Dollars ($2,000,000.00) umbrella, for injuries to, or illness or death of, persons and damage to property occurring
in or about the Premises or otherwise resulting from Tenant's operations in the Building; (ii) property insurance protecting Tenant
against loss or damage by fire and such other risks as are insurable under then-available standard forms of "special form"
(previously known as "all risk") insurance policies (excluding earthquake and flood but including water damage), covering
Tenant's personal property and trade fixtures in or about the Premises or the Real Property, and any improvements and/or Alterations
in the Premises, for the full replacement value thereof without deduction for depreciation; (iii) workers' compensation insurance
in statutory limits; (iv) at least three months' coverage for loss of business income and continuing expenses, providing protection
against any peril included within the classification "special form" insurance, excluding earthquake and flood but including
water damage; and (v) if Tenant operates owned, leased or non-owned vehicles on the Real Property, comprehensive automobile liability
insurance with a minimum coverage of One Million Dollars ($1,000,000.00) per occurrence, combined single limit. All of the above
policies shall protect Tenant as named insured. Landlord reserves the right to increase the foregoing amount of liability coverage
from time to time as Landlord reasonably determines is required to adequately protect Landlord and the other parties designated
by Landlord from the matters insured thereby (provided, however, that Landlord makes no representation that the limits of liability
required hereunder from time to time shall be adequate to protect Tenant), and to require that Tenant cause any of its contractors,
vendors, movers or other parties conducting activities in or about or occupying the Premises to obtain and maintain insurance
as reasonably determined by Landlord and as to which Landlord and such other parties designated by Landlord shall be additional
insureds.


 


b.Policy
Form. Each insurance policy required pursuant to Paragraph 15.a. above shall be issued by an insurance company licensed
in the State of California and with a general policyholders' rating of "A-" or better and a financial size ranking
of "Class VIII" or higher in the most recent edition of Best's Insurance Guide. Each insurance policy shall provide
that it may not be materially changed, cancelled or allowed to lapse unless thirty (30) days' prior written notice to
Landlord and any other insureds designated by Landlord is first given. If any of the above policies are subject to
deductibles, the deductible amounts shall not exceed amounts approved in advance in writing by Landlord. The commercial
general liability policies and any umbrella/excess coverage policies carried pursuant to item (i) in Paragraph 15.a. above
shall (a) name Landlord and all the other Indemnitees and any other parties designated by Landlord as additional insureds,
(b) provide that no act or omission of Tenant shall affect or limit the obligations of the insurer with respect to any other
insured and (c) provide that the policy and the coverage provided shall be primary, that Landlord, although an additional
insured, shall nevertheless be entitled to recovery under such policy for any damage to Landlord or the other Indemnitees by
reason of acts or omissions of Tenant, and that any coverage carried by Landlord shall be noncontributory with respect to
policies carried by Tenant. The property insurance policy carried under item (ii) of Paragraph 15.a. above shall include all
waiver of subrogation rights endorsements necessary to effect the provisions of Paragraph 16 below. Each such
insurance policy or a certificate thereof shall be delivered to Landlord by Tenant on or before the effective date of such
policy and thereafter Tenant shall deliver to Landlord renewal policies or certificates at least thirty (30) days prior to
the expiration dates of expiring policies. If Tenant fails to procure such insurance or to deliver such policies or
certificates, Landlord may, at its option, procure the same for Tenant's account, and the cost thereof shall be paid to
Landlord by Tenant upon demand. Landlord may at any time, and from time to time, inspect and/or copy any and all insurance
policies required by this Lease.


 






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c.Nothing
in this Paragraph 15 shall be construed as creating or implying the existence of (i) any ownership by Tenant of any fixtures,
additions, Alterations, or improvements in or to the Premises or (ii) any right on Tenant's part to make any addition, Alteration
or improvement in or to the Premises.


 


16.Mutual
Waiver of Subrogation Rights. Each party hereto hereby releases the other respective party and, in the case of Tenant as the
releasing party, the other Indemnitees, and the respective partners, shareholders, agents, employees, officers, directors and
authorized representatives of such released party, from any claims such releasing party may have for damage to the Building, the
Premises or any of such releasing party's fixtures, personal property, improvements and alterations in or about the Premises,
the Building or the Project that is caused by or results from risks insured against under any "special form" insurance
policies actually carried by such releasing party or deemed to be carried by such releasing party; provided, however, that such
waiver shall be limited to the extent of the net insurance proceeds payable by the relevant insurance company with respect to
such loss or damage (or in the case of deemed coverage, the net proceeds that would have been payable). For purposes of this Paragraph
16, Tenant shall be deemed to be carrying any of the insurance policies required pursuant to Paragraph 15 but not actually carried
by Tenant, and Landlord shall be deemed to carry standard fire and extended coverage policies on the Project. Each party hereto
shall cause each such fire and extended coverage insurance policy obtained by it to provide that the insurance company waives
all rights of recovery by way of subrogation against the other respective party and the other released parties in connection with
any matter covered by such policy.


 


17.Utilities.


 


a.
Basic Services. Landlord shall furnish the following utilities and services ("Basic Services") for the Premises:
(i) during the hours of 8 A.M. to 6 P.M. ("Business Hours") Monday through Friday (except public holidays) ("Business
Days"), electricity for Building standard lighting and power suitable for the use of the Premises for ordinary general office
purposes, (ii) during Business Hours on Business Days and, provided that Tenant delivers a written request to Landlord not later
than 12 noon on Friday, from 8 A.M. to 12 P.M. on Saturday (except public holidays), heat and air conditioning required in Landlord's
judgment for the comfortable use and occupancy of the Premises for ordinary general office purposes, (iii) unheated water for
the restroom(s) in the public areas serving the Premises, (iv) elevator service to the floor(s) of the Premises by nonattended
automatic elevators for general office pedestrian usage, and (v) on Business Days, janitorial services limited to emptying and
removal of general office refuse, light vacuuming as needed and window washing as determined by Landlord. Notwithstanding the
foregoing, however, Tenant may use water, heat, air conditioning, electric current, elevator and janitorial service in excess
of that provided in Basic Services ("Excess Services," which shall include without limitation any power usage other
than through existing standard 110-volt AC outlets; electricity in excess of the lesser of that described in clause (i) above
or clause (ii) of Paragraph 17.c. below; electricity and/or water consumed by Tenant in connection with any dedicated or supplemental
heating, ventilating and/or air conditioning, computer power, telecommunications and/or other special units or systems of Tenant;
chilled, heated or condenser water; or water used for any purpose other than ordinary drinking and lavatory purposes), provided
that the Excess Services desired by Tenant are reasonably available to Landlord and to the Premises (it being understood that
in no event shall Landlord be obligated to make available to the Premises more than the pro rata share of the capacity of any
Excess Service available to the Building or the applicable floor of the Building, as the case may be), and provided further that
Tenant complies with the procedures established by Landlord from time to time for requesting and paying for such Excess Services
and with all other provisions of this Paragraph 17. Landlord reserves the right to install in the Premises or the Real Property
electric current and/or water meters (including, without limitation, any additional wiring, conduit or panel required therefor)
to measure the electric current or water consumed by Tenant or to cause the usage to be measured by other reasonable methods (e.g.,
by temporary "check" meters or by survey).


 


Notwithstanding
the above, (subject to any temporary shutdown for repairs, for security purposes, for compliance with any legal
restrictions, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, acts of terror, or other
causes beyond the reasonable control of Landlord) (A) Tenant shall have access to the Premises 24 hours a day, each day of
the Lease term, (B) the services described in (iii) and (iv) above shall be provided to the Premises 24 hours a day, each day
of the Lease term, without additional charge to Tenant, and (C) subject to the above provisions of this Paragraph
17.a. regarding availability of Excess Services and Paragraph 17.b. below regarding Tenant's payment for Excess Services, the
electricity, heat and air conditioning described in (i) and (ii) above shall be available to the Premises 24 hours a day,
each day of the Lease term.


 






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b.Payment
for Utilities and Services. The cost of Basic Services shall be included in Operating Expenses. In addition, Tenant shall
pay to Landlord upon demand (i) the cost, at Landlord's prevailing rate, of any Excess Services used by Tenant, (ii) the cost
of installing, operating, maintaining or repairing any meter or other device used to measure Tenant's consumption of utilities,
(iii) the cost of installing, operating, maintaining or repairing any Temperature Balance Equipment (as defined in Paragraph 17.d.
below) for the Premises and/or any equipment required in connection with any Excess Services requested by Tenant, and (iv) any
cost otherwise incurred by Landlord in keeping account of or determining any Excess Services used by Tenant. Landlord's failure
to bill Tenant for any of the foregoing shall not waive Landlord's right to bill Tenant for the same at a later time.


 


c.Utility
Connections. Tenant shall not connect or use any apparatus or device in the Premises (i) using current in excess of 110 volts,
or (ii) which would cause Tenant's electrical demand load to exceed an average of two and one-half (2.5) watts per usable square
foot, or (iii) which would exceed the capacity of the existing panel or transformer serving the Premises. Tenant shall not connect
with electric current (except through existing outlets in the Premises or such additional outlets as may be installed in the Premises
as part of initial improvements or Alterations approved by Landlord), or water pipes, any apparatus or device for the purpose
of using electrical current or water.


 


Landlord
will not permit additional coring or channeling of the floor of the Premises in order to install new electric outlets in the Premises
unless Landlord is satisfied, on the basis of such information to be supplied by Tenant at Tenant's expense, that coring and/or
channeling of the floor in order to install such additional outlets will not weaken the structure of the floor.


 


d.Temperature
Balance. If the temperature otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation
system is affected as a result of (i) the type or quantity of any lights, machines or equipment (including without limitation
typical office equipment) used by Tenant in the Premises, (ii) the occupancy of such portion of the Premises by more than one
person per two hundred (200) square feet of rentable area therein, (iii) an electrical load for lighting or power in excess of
the limits specified in Paragraph 17.c. above, or (iv) any rearrangement of partitioning or other improvements, then at Tenant's
sole cost, Landlord may install any equipment, or modify any existing equipment (including the standard air conditioning equipment)
Landlord deems necessary to restore the temperature balance (such new equipment or modifications to existing equipment termed
herein "Temperature Balance Equipment"). Tenant agrees to keep closed, when necessary, draperies and/or window treatments
which, because of the sun's position, must be closed to provide for the efficient operation of the air conditioning system, and
Tenant agrees to cooperate with Landlord and to abide by the regulations and requirements which Landlord may prescribe for the
proper functioning and protection of the heating, ventilating and air conditioning system. Landlord makes no representation to
Tenant regarding the adequacy or fitness of the heating, air conditioning or ventilation equipment in the Building to maintain
temperatures that may be required for, or because of, any computer or communications rooms, machine rooms, conference rooms or
other areas of high concentration of personnel or electrical usage, or any other uses other than or in excess of the fractional
horsepower normally required for office equipment, and Landlord shall have no liability for loss or damage suffered by Tenant
or others in connection therewith.


 


e.Interruption
of Services. Landlord's obligation to provide utilities and services for the Premises are subject to the Rules and Regulations
of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility
or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire
or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure
or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall
not constitute an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including,
but not limited to, liability for consequential damages or loss of business by Tenant, or entitle Tenant to any abatement or offset
of Monthly Rent, Additional Rent or any other amounts due from Tenant under this Lease. Tenant hereby waives the provisions of
California Civil Code Section 1932(1) or any other applicable existing or future Legal Requirement permitting the termination
of this Lease due to such interruption, failure or inability.


 


f.Governmental
Controls. In the event any governmental authority having jurisdiction over the Project or the Building promulgates or
revises any Legal Requirement or building, fire or other code or imposes mandatory or voluntary controls or guidelines on
Landlord or the Project or the Building relating to the use or conservation of energy or utilities or the reduction of
automobile or other emissions (collectively, "Controls") or in the event Landlord is required or elects to make
alterations to the Project or the Building in order to comply with such mandatory or voluntary Controls, Landlord may, in its
sole discretion, comply with such Controls or make such alterations to the Project or the Building related thereto. Such
compliance and the making of such alterations shall not constitute an eviction of Tenant, constructive or otherwise, or
impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of
business by Tenant.


 






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18.Personal
Property and Other Taxes. Tenant shall pay, at least ten (10) days before delinquency, any and all taxes, fees, charges or
other governmental impositions levied or assessed against Landlord or Tenant (a) upon Tenant's equipment, furniture, fixtures,
improvements and other personal property (including carpeting installed by Tenant) located in the Premises, (b) by virtue of any
Alterations made by Tenant to the Premises, and (c) upon this transaction or any document to which Tenant is a party creating
or transferring an interest or an estate in the Premises. If any such fee, charge or other governmental imposition is paid by
Landlord, Tenant shall reimburse Landlord for Landlord's payment upon demand.


 


19.Rules
and Regulations. Tenant shall comply with the rules and regulations set forth on Exhibit B attached hereto, as such rules
and regulations may be modified or amended by Landlord from time to time (the "Rules and Regulations"). Landlord shall
not be responsible to Tenant for the nonperformance or noncompliance by any other tenant or occupant of the Building of or with
any of the Rules and Regulations. In the event of any conflict between the Rules and Regulations and the balance of this Lease,
the balance of this Lease shall control.


 


20.Surrender;
Holding Over.


 


a.Surrender.
Upon the expiration or other termination of this Lease, Tenant shall surrender the Premises to Landlord vacant and broom-clean,
with all improvements and Alterations (except as provided below) in their original condition, except for reasonable wear and tear,
damage from casualty or condemnation and any changes resulting from approved Alterations; provided, however, that prior to the
expiration or termination of this Lease Tenant shall remove from the Premises any Alterations that Tenant is required by Landlord
to remove under the provisions of this Lease and all of Tenant's personal property (including, without limitation, all voice and
data cabling) and trade fixtures, and, at Landlord's sole election, any other improvements, whether installed by Landlord or Tenant,
that are of a type or quantity that would not be installed by or for a typical tenant using space for general office purposes,
or are otherwise nonstandard. If such removal is not completed at the expiration or other termination of this Lease, Landlord
may remove the same at Tenant's expense. Any damage to the Premises or the Building caused by such removal shall be repaired promptly
by Tenant (including the patching or repairing of ceilings and walls) or, if Tenant fails to do so, Landlord may do so at Tenant's
expense. The removal of Alterations from the Premises shall be governed by Paragraph 9 above. Tenant's obligations under this
paragraph shall survive the expiration or other termination of this Lease. Upon expiration or termination of this Lease or of
Tenant's possession, Tenant shall surrender all keys to the Premises or any other part of the Building and shall make known to
Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises.


 


b.Holding
Over. If Tenant remains in possession of the Premises after the expiration or earlier termination of this Lease with the express
written consent of Landlord, Tenant's occupancy shall be a month-to-month tenancy at a rent agreed upon by Landlord and Tenant,
but in no event less than the greater of (i) one hundred fifty percent (150%) of the Monthly Rent and Additional Rent payable
under this Lease during the last full month prior to the date of the expiration of this Lease or (ii) the then fair market rental
(as reasonably determined by Landlord) for the Premises. Except as provided in the preceding sentence, the month-to-month tenancy
shall be on the terms and conditions of this Lease, except that any renewal options, expansion options, rights of first refusal,
rights of first negotiation or any other rights or options pertaining to additional space in the Building contained in this Lease
shall be deemed to have terminated and shall be inapplicable thereto. Landlord's acceptance of rent after such holding over with
Landlord's written consent shall not result in any other tenancy or in a renewal of the original term of this Lease. If Tenant
remains in possession of the Premises after the expiration or earlier termination of this Lease without Landlord's consent, Tenant's
continued possession shall be on the basis of a tenancy at sufferance and Tenant shall pay as Monthly Rent during the holdover
period an amount equal to the greater of (i) one hundred fifty percent (150%) of the fair market rental (as reasonably determined
by Landlord) for the Premises or (ii) two hundred percent (200%) of the Monthly Rent and Additional Rent payable under this Lease
for the last full month prior to the date of such expiration or termination.


 


c.Indemnification.
Tenant shall indemnify, defend and hold Landlord harmless from and against all Claims incurred by or asserted against
Landlord and arising directly or indirectly from Tenant's failure to timely surrender the Premises, including but not limited
to (i) any rent payable by or any loss, cost, or damages, including lost profits, claimed by any prospective tenant of the
Premises or any portion thereof, and (ii) Landlord's damages as a result of such prospective tenant rescinding or refusing to
enter into the prospective lease of the Premises or any portion thereof by reason of such failure to timely surrender the
Premises.


 






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21.Subordination
and Attornment.


 


a.Following
the execution of this Lease by the parties, Landlord shall obtain for Tenant from the current holder of a Superior Interest (as
defined below)("Current Lender") a non-disturbance agreement providing that if Tenant is not in default under this Lease
beyond any applicable grace period, Current Lender will recognize this Lease and Tenant's rights hereunder and will not disturb
Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be
entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions
to the foregoing as may be customarily and commercially reasonably required by Current Lender. Any and all charges imposed by
Current Lender for issuing the aforementioned non-disturbance agreement shall be borne by Tenant, which charges are Five Hundred
Dollars ($500.00) if Tenant signs Current Lender's standard form without modification and One Thousand Dollars ($1,000.00), plus
Current Lender's attorneys' fees, if Tenant requests revisions to the standard form. As used herein and elsewhere in this Lease,
an "Encumbrance" is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part
of the Real Property or any interest of Landlord therein, and the holder of an Encumbrance that is superior to Tenant's leasehold
interest is referred to in this Lease as the holder of a "Superior Interest."


 


b.If
an Encumbrance is created following the date of this Lease, then this Lease shall be automatically subject and subordinate to
such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance providing
that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease
and Tenant's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated
in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including
such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder
of the Encumbrance. Tenant shall, within ten (10) days after Landlord's request, execute and deliver to Landlord a document evidencing
the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance
provisions provided for in this Paragraph 21. b. are included in such document. If Tenant fails to execute and deliver to Landlord
the required document within the required ten (10) day period, then Tenant agrees that Landlord shall have the right to execute
and deliver such instrument in lieu of Tenant and Tenant shall be bound thereby. Any and all charges imposed by the holder of
the Encumbrance to issue the non-disturbance agreement shall be borne by Tenant.


 


c.If
the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to
or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately attorn to the Purchaser, and this Lease
shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth
herein upon notice from Landlord or Purchaser of such transfer, subject to the terms of any applicable non-disturbance agreement.


 


22.Financing
Condition. If any lender or ground lessor that intends to acquire an interest in, or holds a mortgage, ground lease or deed
of trust encumbering any portion of the Project should require either the execution by Tenant of an agreement requiring Tenant
to send such lender written notice of any default by Landlord under this Lease and giving such lender the right to cure such default
until such lender has completed foreclosure, and preventing Tenant from terminating this Lease (to the extent such termination
right would otherwise be available) unless such default remains uncured after foreclosure has been completed, and/or any modification
of the agreements, covenants, conditions or provisions of this Lease, then Tenant agrees that it shall, within ten (10) days after
Landlord's request, execute and deliver such agreement and modify this Lease as required by such lender or ground lessor; provided,
however, that no such modification shall affect the length of the term or increase the rent payable by Tenant under Paragraphs
5 and 7. Tenant acknowledges and agrees that its failure to timely execute any such agreement or modification required by such
lender or ground lessor may cause Landlord serious financial damage by causing the failure of a financing transaction and giving
Landlord all of its rights and remedies under Paragraph 25 below, including its right to damages caused by the loss of such financing.


 


If
Tenant receives a non-disturbance agreement from a particular lender pursuant to Paragraph 21 above, the provisions of the non-disturbance
agreement, to the extent inconsistent with the provisions of this Paragraph 22, shall govern as to that lender.


 






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23.Entry
by Landlord. Landlord may, at any and all reasonable times, and upon reasonable advance notice (provided that no advance notice
need be given if an emergency necessitates an immediate entry or prior to entry to provide routine janitorial services), enter
the Premises to (a) inspect the same and to determine whether Tenant is in compliance with its obligations hereunder, (b) supply
janitorial and any other service Landlord is required to provide hereunder, (c) show the Premises to prospective lenders or purchasers
and, during the final twelve (12) months of the Lease term (as the same may have been extended) prospective tenants, (d) post
notices of nonresponsibility, and (e) alter, improve or repair the Premises or any other portion of the Project. In connection
with any such alteration, improvement or repair, Landlord may erect in the Premises or elsewhere in the Project scaffolding and
other structures reasonably required for the work to be performed. In no event shall such entry or work entitle Tenant to an abatement
of rent, constitute an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including
but not limited to liability for consequential damages or loss of business or profits by Tenant. Landlord shall use good faith
efforts to cause all such work to be done in such a manner as to cause as little interference to Tenant as reasonably possible
without incurring additional expense. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises,
except Tenant's vaults and safes. If an emergency necessitates immediate access to the Premises, Landlord may use whatever force
is necessary to enter the Premises and any such entry to the Premises shall not constitute a forcible or unlawful entry into the
Premises, a detainer of the Premises, or an eviction of Tenant from the Premises, or any portion thereof.


 


24.
Insolvency or Bankruptcy. The occurrence of any of the following shall constitute an Event of Default under Paragraph
25 below:


 


a.Tenant
ceases doing business as a going concern, makes an assignment for the benefit of creditors, is adjudicated an insolvent, files
a petition (or files an answer admitting the material allegations of such petition) seeking for Tenant any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar arrangement under any state or federal bankruptcy or other law,
or Tenant consents to or acquiesces in the appointment, pursuant to any state or federal bankruptcy or other law, of a trustee,
receiver or liquidator for the Premises, for Tenant or for all or any substantial part of Tenant's assets; or


 


b.Tenant
fails within sixty (60) days after the commencement of any proceedings against Tenant seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any state or federal bankruptcy or other Legal Requirement, to
have such proceedings dismissed, or Tenant fails, within sixty (60) days after an appointment pursuant to any state or federal
bankruptcy or other Legal Requirement without Tenant's consent or acquiescence, of any trustee, receiver or liquidator for the
Premises, for Tenant or for all or any substantial part of Tenant's assets, to have such appointment vacated; or


 


c.Tenant
is unable, or admits in writing its inability, to pay its debts as they mature; or


 


d.Tenant
gives notice to any governmental body of its insolvency or pending insolvency, or of its suspension or pending suspension of operations.


 


In
no event shall this Lease be assigned or assignable by reason of any voluntary or involuntary bankruptcy, insolvency or reorganization
proceedings, nor shall any rights or privileges hereunder be an asset of Tenant, the trustee, debtor-in-possession, or the debtor's
estate in any bankruptcy, insolvency or reorganization proceedings.


 


25.Default
and Remedies.


 


a.Events
of Default. The occurrence of any of the following shall constitute an "Event of Default" by Tenant:


 


1.Tenant
fails to pay when due Monthly Rent, Additional Rent or any other rent due hereunder; or


 


2.Tenant
fails to occupy and use the Premises for fifteen (15) consecutive days, which failure shall be deemed an abandonment of the Premises
by Tenant; or


 


3.Tenant
fails to deliver any estoppel certificate pursuant to Paragraph 29 below, subordination agreement pursuant to Paragraph 21 above,
or document required pursuant to Paragraph 22 above, within the applicable period set forth therein; or


 


4.Tenant
violates the bankruptcy and insolvency provisions of Paragraph 24 above; or


 




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5.Tenant
makes or has made or furnishes or has furnished any warranty, representation or statement to Landlord in connection with this
Lease, or any other agreement made by Tenant for the benefit of Landlord, which is or was false or misleading in any material
respect when made or furnished; or


 


6.Tenant
assigns this Lease or subleases any portion of the Premises in violation of Paragraph 13 above; or


 


7.The
default by any guarantor of Tenant's obligations hereunder of any provision of such guarantor's guaranty, or the attempted repudiation
or revocation of any such guaranty of this Lease by such guarantor, or the application of items 4 or 5 of this Paragraph 25.a.
with the reference to "Tenant" therein being deemed to refer instead to such guarantor; or


 


8.A
default by Tenant occurs under any other lease between Tenant and Landlord or any affiliate of Landlord, and Tenant fails to cure
such default within the applicable period set forth therein; or


 


9.Tenant
fails to comply with any other provision of this Lease in the manner and within the time required.


 


b.
Remedies. Upon the occurrence of an Event of Default Landlord shall have the following remedies, which shall not be exclusive
but shall be cumulative and shall be in addition to any other remedies now or hereafter allowed by law:


 


1.
Landlord may terminate Tenant's right to possession of the Premises at any time by written notice to Tenant. Tenant expressly
acknowledges that in the absence of such written notice from Landlord, no other act of Landlord, including, but not limited to,
its re-entry into the Premises, its efforts to relet the Premises, its reletting of the Premises for Tenant's account, its storage
of Tenant's personal property and trade fixtures, its acceptance of keys to the Premises from Tenant, its appointment of a receiver,
or its exercise of any other rights and remedies under this Paragraph 25 or otherwise at law, shall constitute an acceptance of
Tenant's surrender of the Premises or constitute a termination of this Lease or of Tenant's right to possession of the Premises.


 


Upon
such termination in writing of Tenant's right to possession of the Premises, this Lease shall terminate and Landlord shall be
entitled to recover damages from Tenant as provided in California Civil Code Section 1951.2 or any other applicable existing or
future Legal Requirement providing for recovery of damages for such breach, including but not limited to the following:


 


(i)The
reasonable cost of recovering the Premises; plus


 


(ii)The
reasonable cost of removing Tenant's Alterations, trade fixtures and improvements; plus


 


(iii)All
unpaid rent due or earned hereunder prior to the date of termination, less the proceeds of any reletting or any rental received
from subtenants prior to the date of termination applied as provided in Paragraph 25.b.2. below, together with interest at the
Interest Rate, on such sums from the date such rent is due and payable until the date of the award of damages; plus


 


(iv)The
amount by which the rent which would be payable by Tenant hereunder, including Additional Rent under Paragraph 7 above, as reasonably
estimated by Landlord, from the date of termination until the date of the award of damages, exceeds the amount of such rental
loss as Tenant proves could have been reasonably avoided, together with interest at the Interest Rate on such sums from the date
such rent is due and payable until the date of the award of damages; plus


 


(v)The
amount by which the rent which would be payable by Tenant hereunder, including Additional Rent under Paragraph 7 above, as reasonably
estimated by Landlord, for the remainder of the then term, after the date of the award of damages exceeds the amount such rental
loss as Tenant proves could have been reasonably avoided, discounted at the discount rate published by the Federal Reserve Bank
of San Francisco for member banks at the time of the award plus one percent (1%); plus


 


(vi)Such
other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law, including
without limitation any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure
to perform its obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom.


 






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2.Landlord
has the remedy described in California Civil Code Section 1951.4 (a landlord may continue the lease in effect after the tenant's
breach and abandonment and recover rent as it becomes due, if the tenant has the right to sublet and assign subject only to reasonable
limitations), and may continue this Lease in full force and effect and may enforce all of its rights and remedies under this Lease,
including, but not limited to, the right to recover rent as it becomes due. After the occurrence of an Event of Default, Landlord
may enter the Premises without terminating this Lease and sublet all or any part of the Premises for Tenant's account to any person,
for such term (which may be a period beyond the remaining term of this Lease), at such rents and on such other terms and conditions
as Landlord deems advisable. In the event of any such subletting, rents received by Landlord from such subletting shall be applied
(i) first, to the payment of the costs of maintaining, preserving, altering and preparing the Premises for subletting, the other
costs of subletting, including but not limited to brokers' commissions, attorneys' fees and expenses of removal of Tenant's personal
property, trade fixtures and Alterations; (ii) second, to the payment of rent then due and payable hereunder; (iii) third, to
the payment of future rent as the same may become due and payable hereunder; (iv) fourth, the balance, if any, shall be paid to
Tenant upon (but not before) expiration of the term of this Lease. If the rents received by Landlord from such subletting, after
application as provided above, are insufficient in any month to pay the rent due and payable hereunder for such month, Tenant
shall pay such deficiency to Landlord monthly upon demand. Notwithstanding any such subletting for Tenant's account without termination,
Landlord may at any time thereafter, by written notice to Tenant, elect to terminate this Lease by virtue of a previous Event
of Default.


 


During
the continuance of an Event of Default, for so long as Landlord does not terminate Tenant's right to possession of the Premises
and subject to Paragraph 13, entitled Assignment and Subletting, and the options granted to Landlord thereunder, Landlord shall
not unreasonably withhold its consent to an assignment or sublease of Tenant's interest in the Premises or in this Lease.


 


3.During
the continuance of an Event of Default, Landlord may enter the Premises without terminating this Lease and remove all Tenant's
personal property, Alterations and trade fixtures from the Premises and store them at Tenant's risk and expense. If Landlord removes
such property from the Premises and stores it at Tenant's risk and expense, and if Tenant fails to pay the cost of such removal
and storage after written demand therefor and/or to pay any rent then due, then after the property has been stored for a period
of thirty (30) days or more Landlord may sell such property at public or private sale, in the manner and at such times and places
as Landlord deems commercially reasonable following reasonable notice to Tenant of the time and place of such sale. The proceeds
of any such sale shall be applied first to the payment of the expenses for removal and storage of the property, the preparation
for and the conducting of such sale, and for attorneys' fees and other legal expenses incurred by Landlord in connection therewith,
and the balance shall be applied as provided in Paragraph 25.b.2. above.


 


Tenant
hereby waives all claims for damages that may be caused by Landlord's reentering and taking possession of the Premises or removing
and storing Tenant's personal property pursuant to this Paragraph 25, and Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all Claims resulting from any such act. No reentry by Landlord shall constitute or be construed as a
forcible entry by Landlord.


 


4.Landlord
may require Tenant to remove any and all Alterations from the Premises or, if Tenant fails to do so within ten (10) days after
Landlord's request, Landlord may do so at Tenant's expense.


 


5.Landlord
may cure the Event of Default at Tenant's expense, it being understood that such performance shall not waive or cure the subject
Event of Default. If Landlord pays any sum or incurs any expense in curing the Event of Default, Tenant shall reimburse Landlord
upon demand for the amount of such payment or expense with interest at the Interest Rate from the date the sum is paid or the
expense is incurred until Landlord is reimbursed by Tenant. Any amount due Landlord under this subsection shall constitute additional
rent hereunder.


 


c.Waiver
of Redemption. Tenant hereby waives, for itself and all persons claiming by and under Tenant, all rights and privileges which
it might have under any present or future Legal Requirement to redeem the Premises or to continue this Lease after being dispossessed
or ejected from the Premises.


 


26.Damage
or Destruction. If all or any part of the Premises or any material portion of the balance of the Real Property is
damaged by fire or other casualty, and the damage can, in Landlord's reasonable opinion, be repaired within sixty (60)
days of the damage, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the
repairs cannot, in Landlord's opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written
notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease shall
continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date
shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease
shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to repair
or replace any of Tenant's movable furniture, equipment, trade fixtures and other personal property, nor any Alterations that
were installed in the Premises by or at the request of Tenant (including those installed by Landlord at Tenant's request) and
Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of
Alterations shall be constructed by Tenant in accordance with Paragraph 9 above regarding Alterations.


 






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Tenant
shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's property
insurance carried under item (ii) of Paragraph 15.a. above with respect to leasehold improvements which Landlord is required to
restore pursuant to the foregoing, provided that if the cost of restoration exceeds the amount of insurance proceeds received
by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of repairs to such improvements shall be paid by
Tenant to Landlord prior to Landlord's repair of the damage, or at Landlord's election, at any later time following Landlord's
discovery of any insufficiency of such insurance proceeds.


 


If
the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy
of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from
the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof
are rendered unusable by such damage and repair, Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall
be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does
not conduct, its business at the Premises, except that (i) such abatement requirement shall apply only until such time as Landlord
has completed the restoration work required to be performed by Landlord and (ii) such abatement shall be limited to the proceeds
of rental interruption insurance received by Landlord with respect to the Premises.


 


A
total destruction of the Building shall automatically terminate this Lease. In no event shall Tenant be entitled to any compensation
or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such
destruction, rebuilding or restoration of the Premises, the Building or access thereto, except for the rent abatement expressly
provided above. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon
destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.


 


27.Eminent
Domain.


 


a.If
all or any part of the Premises is taken by any public or quasi-public authority under the power of eminent domain, or any agreement
in lieu thereof (a "taking"), this Lease shall terminate as to the portion of the Premises taken effective as of the
date of taking. If only a portion of the Premises is taken, Landlord or Tenant may terminate this Lease as to the remainder of
the Premises upon written notice to the other party within ninety (90) days after the taking; provided, however, that Tenant's
right to terminate this Lease is conditioned upon the remaining portion of the Premises being of such size or configuration that
such remaining portion of the Premises is unusable or uneconomical for Tenant's business. Landlord shall be entitled to all compensation,
damages, income, rent awards and interest thereon whatsoever which may be paid or made in connection with any taking and Tenant
shall have no claim against Landlord or any governmental authority for the value of any unexpired term of this Lease or of any
of the improvements or Alterations in the Premises; provided, however, that the foregoing shall not prohibit Tenant from prosecuting
a separate claim against the taking authority for an amount separately designated for Tenant's relocation expenses or the interruption
of or damage to Tenant's business or as compensation for Tenant's personal property, trade fixtures, Alterations or other improvements
paid for by Tenant so long as any award to Tenant will not reduce the award to Landlord.


 


In
the event of a partial taking of the Premises which does not result in a termination of this Lease, the Monthly Rent and Additional
Rent under Paragraphs 5 and 7 hereunder shall be equitably reduced. If all or any material part of the Real Property other than
the Premises is taken, Landlord may terminate this Lease upon written notice to Tenant given within ninety (90) days after the
date of taking.


 




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b.Notwithstanding
the foregoing, if all or any portion of the Premises is taken for a period of time of one (1) year or less ending prior to the
end of the term of this Lease, this Lease shall remain in full force and effect and Tenant shall continue to pay all rent and
to perform all of its obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages,
income, rent awards and interest thereon that is paid or made in connection with such temporary taking of the Premises (or portion
thereof), except that any such compensation in excess of the rent or other amounts payable to Landlord hereunder shall be promptly
paid over to Landlord as received. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure
Section 1265.130 and any other applicable existing or future Legal Requirement providing for, or allowing either party to petition
the courts of the state in which the Real Property is located for, a termination of this Lease upon a partial taking of the Premises
and/or the Building.


 


28.Landlord's
Liability; Sale of Building. The term "Landlord," as used in this Lease, shall mean only the owner or owners of
the Real Property at the time in question. Notwithstanding any other provision of this Lease, (i) no personal liability shall
at any time be asserted or enforceable against any other assets of Landlord or against the constituent shareholders, partners,
members, or other owners of Landlord, or the directors, officers, employees and agents of Landlord or such constituent shareholder,
partner, member or other owner, on account of any of Landlord's obligations or actions under this Lease and (ii) the liability
of Landlord for its obligations under this Lease shall be limited solely to an amount equal to the lesser of (x) Landlord's interest
in the Building and (y) the equity interest Landlord would have in the Building if the Building were encumbered by independent
secured financing equal to eighty percent (80%) of the value of the Building. In addition, in the event of any conveyance of title
to the Real Property, then the grantor or transferor shall be relieved of all liability with respect to Landlord's obligations
to be performed under this Lease after the date of such conveyance. In no event shall Landlord be deemed to be in default under
this Lease unless Landlord fails to perform its obligations under this Lease, Tenant delivers to Landlord written notice specifying
the nature of Landlord's alleged default, and Landlord fails to cure such default within thirty (30) days following receipt of
such notice (or, if the default cannot reasonably be cured within such period, to commence action within such thirty (30)-day
period and proceed diligently thereafter to cure such default). Upon any conveyance of title to the Real Property, the grantee
or transferee shall be deemed to have assumed Landlord's obligations to be performed under this Lease from and after the date
of such conveyance, subject to the limitations on liability set forth above in this Paragraph 28. If Tenant provides Landlord
with any security for Tenant's performance of its obligations hereunder, Landlord shall transfer such security to the grantee
or transferee of Landlord's interest in the Real Property, and upon such transfer Landlord shall be released from any further
responsibility or liability for such security. Any claim, defense or other right of Tenant arising in connection with this Lease
shall be barred unless Tenant files an action or interposes a defense based thereon within one hundred eighty (180) days after
the date of the alleged event on which Tenant is basing its claim, defense or right. Notwithstanding any other provision of this
Lease, but not in limitation of the provisions of Paragraph 14.a. above, Landlord shall not be liable for any consequential damages
or interruption or loss of business, income or profits, or claims of constructive eviction, nor shall Landlord be liable for loss
of or damage to artwork, currency, jewelry, bullion, unique or valuable documents, securities or other valuables, or for other
property not in the nature of ordinary fixtures, furnishings and equipment used in general administrative and executive office
activities and functions. Wherever in this Lease Tenant (a) releases Landlord from any claim or liability, (b) waives or limits
any right of Tenant to assert any claim against Landlord or to seek recourse against any property of Landlord or (c) agrees to
indemnify Landlord against any matters, the relevant release, waiver, limitation or indemnity shall run in favor of and apply
to Landlord, the constituent shareholders, partners, members, or other owners of Landlord, and the directors, officers, employees
and agents of Landlord and each such constituent shareholder, partner, member or other owner.


 


29.Estoppel
Certificates. At any time and from time to time, upon not less than ten (10) days' prior notice from Landlord, Tenant
shall execute, acknowledge and deliver to Landlord a statement certifying the commencement date of this Lease, stating that
this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force
and effect as modified and the date and nature of each such modification), that Landlord is not in default under this Lease
(or, if Landlord is in default, specifying the nature of such default), that Tenant is not in default under this Lease (or,
if Tenant is in default, specifying the nature of such default), the current amounts of and the dates to which the Monthly
Rent and Additional Rent has been paid, and setting forth such other matters as may be reasonably requested by Landlord. Any
such statement may be conclusively relied upon by a prospective purchaser of the Real Property or by a lender obtaining a
lien on the Real Property as security. If Tenant fails to deliver such statement within the time required hereunder, such
failure shall be conclusive upon Tenant that (i) this Lease is in full force and effect, without modification except as may
be represented by Landlord, (ii) there are no uncured defaults in Landlord's performance of its obligations hereunder, (iii)
not more than one month's installment of Monthly Rent has been paid in advance, and (iv) any other statements of fact
included by Landlord in such statement are correct. Tenant acknowledges and agrees that its failure to execute such
certificate may cause Landlord serious financial damage by causing the failure of a sale or financing transaction and
giving Landlord all of its rights and remedies under Paragraph 25 above, including its right to damages caused by the loss of
such sale or financing.


 






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30.Right
of Landlord to Perform. If Tenant fails to make any payment required hereunder (other than Monthly Rent and Additional Rent)
or fails to perform any other of its obligations hereunder, Landlord may, but shall not be obliged to, and without waiving any
default of Tenant or releasing Tenant from any obligations to Landlord hereunder, make any such payment or perform any other such
obligation on Tenant's behalf. Tenant shall pay to Landlord, within ten (10) days of Landlord's written demand therefor, one hundred
ten percent (110%) of all sums so paid by Landlord and all necessary incidental costs incurred by Landlord in connection with
the performance by Landlord of an obligation of Tenant. If such sum is not paid by Tenant within the required ten (10) day period,
interest shall accrue on such sum at the Interest Rate from the end of such ten (10) day period until paid by Tenant. Further,
Tenant's failure to make such payment within such ten (10) day period shall entitle Landlord to the same rights and remedies provided
Landlord in the event of non-payment of rent


 


31.Late
Charge; Late Payments. Tenant acknowledges that late payment of any installment of Monthly Rent or Additional Rent or any
other amount required under this Lease will cause Landlord to incur costs not contemplated by this Lease and that the exact amount
of such costs would be extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting
charges, late charges that may be imposed on Landlord by the terms of any encumbrance or note secured by the Real Property and
the loss of the use of the delinquent funds. Therefore, if any installment of Monthly Rent or Additional Rent or any other amount
due from Tenant is not received when due, Tenant shall pay to Landlord on demand, on account of the delinquent payment, an additional
sum equal to the greater of (i) five percent (5%) of the overdue amount, or (ii) One Hundred Dollars ($100.00), which additional
sum represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance
of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount, nor prevent Landlord
from exercising its right to collect interest as provided above, rent, or any other damages, or from exercising any of the other
rights and remedies available to Landlord.


 


Following
the occurrence of three instances in any twelve (12) month period of Tenant's payment of Monthly Rent and/or Additional Rent more
than ten (10) days late, Landlord may, upon written notice to Tenant and without prejudice to any other rights or remedies available
to Landlord, (i) require that all remaining installments of Monthly Rent and monthly payments of Additional Rent be payable three
months in advance and/or (ii) require that Tenant increase the amount of the Security Deposit (if any) by an amount equal to one
(1) month's Rent.


 


32.Attorneys'
Fees; Waiver of Jury Trial. In the event of any action or proceeding between Landlord and Tenant (including an action or proceeding
between Landlord and the trustee or debtor in possession while Tenant is a debtor in a proceeding under any bankruptcy law) to
enforce any provision of this Lease, the losing party shall pay to the prevailing party all costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses, incurred in such action and in any appeal in connection therewith by such
prevailing party. The "prevailing party" will be determined by the court before whom the action was brought based upon
an assessment of which party's major arguments or positions taken in the suit or proceeding could fairly be said to have prevailed
over the other party's major arguments or positions on major disputed issues in the court's decision. Notwithstanding the foregoing,
however, Landlord shall be deemed the prevailing party in any unlawful detainer or other action or proceeding instituted by Landlord
based upon any default or alleged default of Tenant hereunder if (i) judgment is entered in favor of Landlord, or (ii) prior to
trial or judgment Tenant pays all or any portion of the rent claimed by Landlord, vacates the Premises, or otherwise cures the
default claimed by Landlord.


 


If
Landlord becomes involved in any litigation or dispute, threatened or actual, by or against anyone not a party to this Lease,
but arising by reason of or related to any act or omission of Tenant or any Tenant Party, Tenant agrees to pay Landlord's reasonable
attorneys' fees and other costs incurred in connection with the litigation or dispute, regardless of whether a lawsuit is actually
filed.


 


IF
ANY ACTION OR PROCEEDING BETWEEN LANDLORD AND TENANT TO ENFORCE THE PROVISIONS OF THIS LEASE (INCLUDING AN ACTION OR
PROCEEDING BETWEEN LANDLORD AND THE TRUSTEE OR DEBTOR IN POSSESSION WHILE TENANT IS A DEBTOR IN A PROCEEDING UNDER ANY
BANKRUPTCY LAW) PROCEEDS TO TRIAL, LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY IN SUCH TRIAL. Landlord
and Tenant agree that this paragraph constitutes a written consent to waiver of trial by jury within the meaning of
California Code of Civil Procedure Section 631(a)(2), and Tenant does hereby authorize and empower Landlord to file this
paragraph and/or this Lease, as required, with the clerk or judge of any court of competent jurisdiction as a written consent
to waiver of jury trial.


 






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33.Waiver.
No provisions of this Lease shall be deemed waived by Landlord unless such waiver is in a writing signed by Landlord. The waiver
by Landlord of any breach of any provision of this Lease shall not be deemed a waiver of any subsequent breach of the same or
any other provision of this Lease. No delay or omission in the exercise of any right or remedy of Landlord upon any default by
Tenant shall impair such right or remedy or be construed as a waiver. Landlord's acceptance of any payments of rent due under
this Lease shall not be deemed a waiver of any default by Tenant under this Lease (including Tenant's recurrent failure to timely
pay rent) other than Tenant's nonpayment of the accepted sums, and no endorsement or statement on any check or accompanying any
check or payment shall be deemed an accord and satisfaction. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent
act by Tenant.


 


34.Notices.
All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing. All
notices and demands by Landlord to Tenant shall be delivered personally or sent by United States mail, postage prepaid, or by
any reputable overnight or same-day courier, addressed to Tenant at the Premises, or to such other place as Tenant may from time
to time designate by notice to Landlord hereunder; provided, however, that prior to the Commencement Date, notices to Tenant shall
be addressed to Tenant at 18881 Von Karman, Suite 700, Irvine, CA 92612. All notices and demands by Tenant to Landlord shall be
sent by United States mail, postage prepaid, or by any reputable overnight or same-day courier, addressed to Landlord in care
of Shorenstein Properties LLC, 235 Montgomery Street, 16th floor, San Francisco, California 94104, Attn: Corporate Secretary,
with a copy to the management office of the Building, or to such other place as Landlord may from time to time designate by notice
to Tenant hereunder. Notices delivered personally or sent same-day courier will be effective immediately upon delivery to the
addressee at the designated address; notices sent by overnight courier will be effective one (1) Business Day after acceptance
by the service for delivery; notices sent by mail will be effective two (2) Business Days after mailing. In the event Tenant requests
multiple notices hereunder, Tenant will be bound by such notice from the earlier of the effective times of the multiple notices.


 


35.Notice
of Surrender. At least ninety (90) days before the last day of the term hereof; Tenant shall give to Landlord a written notice
of intention to surrender the Premises on that date, but neither this paragraph nor any failure by Landlord to protest the lack
of such notice by Tenant shall be construed as an extension of the term or as a consent by Landlord to any holding over by Tenant.


 


36.Defined
Terms and Marginal Headings. When required by the context of this Lease, the singular includes the plural. If more than one
person or entity signs this Lease as Tenant, the obligations hereunder imposed upon Tenant shall be joint and several, and the
act of, written notice to or from, refund to, or signature of, any Tenant signatory to this Lease (including, without limitation,
modifications of this Lease made by fewer than all such Tenant signatories) shall bind every other Tenant signatory as though
every other Tenant signatory had so acted, or received or given the written notice or refund, or signed. The headings and titles
to the paragraphs of this Lease are for convenience only and are not to be used to interpret or construe this Lease. Wherever
the term "including" or "includes" is used in this Lease it shall be construed as if followed by the phrase
"without limitation." The language in all parts of this Lease shall in all cases be construed as a whole and in accordance
with its fair meaning and not construed for or against any party simply because one party was the drafter thereof.


 


37.Time
and Applicable Law. Time is of the essence of this Lease and of each and all of its provisions, except as to the conditions
relating to the delivery of possession of the Premises to Tenant. This Lease shall be governed by and construed in accordance
with the laws of the State of California, and the venue of any action or proceeding under this Lease shall be the City and County
of San Francisco, California.


 


38.Successors.
Subject to the provisions of Paragraphs 13 and 28 above, the covenants and conditions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal representatives, successors, executors, administrators
and assigns.


 


39.Entire
Agreement; Modifications. This Lease (including any exhibit, rider or attachment hereto) constitutes the entire
agreement between Landlord and Tenant with respect to Tenant's lease of the Premises. No provision of this Lease may be
amended or otherwise modified except by an agreement in writing signed by the parties hereto. Neither Landlord nor Landlord's
agents have made any representations or warranties with respect to the Premises, the Building, the Real Property or this
Lease except as expressly set forth herein, including without limitation any representations or warranties as to the
suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord
or its agents agreed to undertake any alterations or construct any improvements to the Premises except those, if any,
expressly provided in this Lease, and no rights, easements or licenses shall be acquired by Tenant by implication or
otherwise unless expressly set forth herein. Neither this Lease nor any memorandum hereof shall be recorded by Tenant.


 






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40.Light
and Air. Tenant agrees that no diminution of light, air or view by any structure which may hereafter be erected (whether or
not by Landlord) shall entitle Tenant to any reduction of rent hereunder, result in any liability of Landlord to Tenant, or in
any other way affect this Lease.


 


41.Name
of Building. Tenant shall not use the name of the Building for any purpose other than as the address of the business conducted
by Tenant in the Premises without the written consent of Landlord. Landlord reserves the right to change the name of the Building
at any time in its sole discretion by written notice to Tenant and Landlord shall not be liable to Tenant for any loss, cost or
expense on account of any such change of name.


 


42.Severability.
If any provision of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.


 


43.Authority.
If Tenant is a corporation, partnership, trust, association or other entity, Tenant and each person executing this Lease on behalf
of Tenant, hereby covenants and warrants that (a) Tenant is duly incorporated or otherwise established or formed and validly existing
under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business
in the state in which the Real Property is located, (c) Tenant has full corporate, partnership, trust, association or other appropriate
power and authority to enter into this Lease and to perform all Tenant's obligations hereunder, and (d) each person (and all of
the persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so.


 


44.No
Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to lease or a reservation
of or option for lease, and is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.


 


45.Real
Estate Brokers. Tenant represents and warrants that it has negotiated this Lease directly with the real estate broker(s) identified
in Paragraph 2 and has not authorized or employed, or acted by implication to authorize or to employ, any other real estate broker
or salesman to act for Tenant in connection with this Lease. Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all Claims by any real estate broker or salesman other than the real estate broker(s) identified in Paragraph
2 for a commission, finder's fee or other compensation as a result of Tenant's entering into this Lease.


 


46.Consents
and Approvals. Wherever the consent, approval, judgment or determination of Landlord is required or permitted under this Lease,
Landlord may exercise its sole discretion in granting or withholding such consent or approval or in making such judgment or determination
without reference to any extrinsic standard of reasonableness, unless the provision providing for such consent, approval, judgment
or determination specifies that Landlord's consent or approval is not to be unreasonably withheld, or that the standard for such
consent, approval, judgment or determination is to be reasonable, or otherwise specifies the standards under which Landlord may
withhold its consent. Whenever Tenant requests Landlord to take any action or give any consent or approval, Tenant shall reimburse
Landlord for all of Landlord's costs incurred in reviewing the proposed action or consent (whether or not Landlord consents to
any such proposed action), including without limitation reasonable attorneys' or consultants' fees and expenses, within ten (10)
days after Landlord's delivery to Tenant of a statement of such costs. If it is determined that Landlord failed to give its consent
or approval where it was required to do so under this Lease, Tenant's sole remedy will be an order of specific performance or
mandatory injunction of the Landlord's agreement to give its consent or approval. The review and/or approval by Landlord of any
item shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of
such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord's interest in the Real
Property, and neither Tenant nor any Tenant Party nor any person or entity claiming by, through or under Tenant, nor any other
third party shall have any rights hereunder by virtue of such review and/or approval by Landlord.


 






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47.Reserved
Rights. Landlord retains and shall have the rights set forth below, exercisable without notice and without liability to Tenant
for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance
of Tenant's use or possession of the Premises or giving rise to any claim for rent abatement:


 





a.To
grant to anyone the exclusive right to conduct any business or render any service in or to the Building and its tenants, provided
that such exclusive right shall not operate to require Tenant to use or patronize such business or service or to exclude Tenant
from its use of the Premises expressly permitted herein.


 


b.To
reduce, increase, enclose or otherwise change at any time and from time to time the size, number, location, lay-out and nature
of the common areas and facilities and other tenancies and premises in the Project and to create additional rentable areas through
use or enclosure of common areas.


 


c.If
portions of the Project or property adjacent to the Project (collectively, the "Other Improvements") are owned by an
entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement with the
owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the Project
and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion
of the Project and the Other Improvements, (iii) for the allocation of a portion of the Operating Expenses to the Other Improvements
and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for the use or improvement of the Other
Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements
and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord's right to convey
all or any portion of the Project or any other of Landlord's rights described in this Lease.


 


48.Financial
Statements. Upon submission of this Lease to Landlord and at any time thereafter within thirty (30) days after Landlord's
request therefor, Tenant shall furnish to Landlord copies of true and accurate financial statements reflecting Tenant's then current
financial situation (including without limitation balance sheets, statements of profit and loss, and changes in financial condition),
Tenant's most recent audited or certified annual financial statements, and Tenant's federal income tax returns pertaining to Tenant's
business, and in addition shall cause to be furnished to Landlord similar financial statements and tax returns for any guarantor(s)
of this Lease. Tenant agrees to deliver to any lender, prospective lender, purchaser or prospective purchaser designated by Landlord
such financial statements of Tenant as may be reasonably requested by such lender or purchaser.


 


49.Deleted.


 


50.Nondisclosure
of Lease Terms. Tenant agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord,
and that disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate with other tenants. Tenant
hereby agrees that Tenant and its partners, officers, directors, employees and attorneys shall not disclose the terms of this
Lease to any other person without Landlord's prior written consent, except to any accountants of Tenant in connection with the
preparation of Tenant's financial statements or tax returns, to an assignee of this Lease or sublessee of the Premises, or to
an entity or person to whom disclosure is required by applicable law or in connection with any action brought to enforce this
Lease. Tenant shall inform its agents, real estate brokers and sales persons that Tenant is subject to nondisclosure requirements
with respect to this Lease and shall request that such persons not disclose the terms of this Lease without Landlord's prior written
consent.


 


51.Hazardous
Substance Disclosure. California law requires landlords to disclose to tenants the existence of certain hazardous substances.
Accordingly, the existence of gasoline and other automotive fluids, maintenance fluids, copying fluids and other office supplies
and equipment, certain construction and finish materials, tobacco smoke, cosmetics and other personal items, and asbestos-containing
materials ("ACM") must be disclosed. Gasoline and other automotive fluids are found in the garage area of the Building.
Cleaning, lubricating and hydraulic fluids used in the operation and maintenance of the Project are found in the utility areas
of the Project not generally accessible to Project occupants or the public. Many Building occupants use copy machines and printers
with associated fluids and toners, and pens, markers, inks, and office equipment that may contain hazardous substances. Certain
adhesives, paints and other construction materials and finishes used in portions of the Project may contain hazardous substances.
Although smoking is prohibited in the public areas of the Project, these areas may, from time to time, be exposed to tobacco smoke.
Project occupants and other persons entering the Project from time-to-time may use or carry prescription and non-prescription
drugs, perfumes, cosmetics and other toiletries, and foods and beverages, some of which may contain hazardous substances. Landlord
has made no special investigation of the Premises with respect to any hazardous substances.


 






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52.Signage
Rights.


 


a.Except
to the extent expressly provided in this Paragraph 52, Tenant shall not (i) place or install (or permit to be placed or installed
by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior
areas or common areas of the Building or the Project or in any area of the Building, Premises or Project which is visible from
the exterior of the Building or outside of the Premises or (ii) place or install (or permit to be placed or installed by any Tenant
Party) in or about any portion of the Premises any window covering (even if behind Building standard window coverings) or any
other material visible from outside of the Premises or from the exterior of the Building.


 


b.
Subject to compliance with applicable Legal Requirements and such Building signage criteria as Landlord shall apply from time
to time and subject to receipt of Landlord's prior written consent, (i) in the case where Tenant occupies an entire floor in the
Building, Tenant may place in any portion of such floor which is not visible from the exterior of the Building such identification
signage as Tenant shall desire and (ii) in the case where Tenant occupies less than an entire floor in the Building, (A) Tenant
may require Landlord to install, at Tenant's sole cost and expense, in such portion of the multi-tenant corridor on such floor
as is called for by Landlord's signage program (as the same may exist from time to time) identification signage of the type prescribed
by Landlord's signage program identifying Tenant, and (B) Tenant may place in any portion of the inside of the Premises not visible
from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage
described in this Paragraph 52 shall be treated as Tenant's personal property under the provisions of Paragraph 20.a. above with
respect to Tenant's obligations at the expiration or early termination of this Lease.


 


53.Parking.


 


a.Commencing
upon the Commencement Date and continuing throughout the term of this Lease, Landlord shall lease to Tenant, and Tenant shall
lease from Landlord, on an unassigned, non-exclusive and unlabelled basis, twenty-eight (28) parking spaces in the parking facilities
for the Building (the "Parking Facilities"). Upon not less than thirty (30) days prior written notice to Landlord, Tenant
shall have the right to convert up to four (4) of the unassigned parking spaces to covered and reserved parking spaces in the
Parking Facilities. Tenant shall pay Landlord or the operator of the Parking Facility, as directed by Landlord, for the parking
spaces leased by Tenant hereunder (i) during the initial term of this Lease, Sixty Dollars ($60.00) per month for each unassigned
parking space and One Hundred Thirty Five Dollars ($135.00) per month for each covered and reserved parking space and (ii) during
the renewal term provided for in Paragraph 59 below (if Tenant exercises the same), the rate or charge in effect from time to
time for parking in the Parking Facilities for the type of space leased. Tenant acknowledges that the monthly and hourly rates
or charges in effect may vary from time to time based on, among other things, the time of day, type of parking (e.g., valet, self-park,
or tandem) and general rate increases. The aforementioned parking charges shall be in addition to all taxes, assessments or other
impositions imposed by any governmental entity in connection with Tenant's use of the parking spaces, which taxes shall be paid
by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord by Tenant (in either case as rent) concurrently
with the payment of the parking charges described above.


 


If
Tenant requires additional parking spaces in the Parking Facilities beyond those provided for above, Landlord shall make available
to Tenant up to five (5) additional unassigned, non-exclusive and unlabelled parking spaces in the Parking Facilities, at the
rate or charge in effect from time to time for such parking in the Parking Facilities. If Tenant requires additional parking spaces
beyond the aforementioned five (5) additional parking spaces, Landlord shall, subject to availability, make such spaces available
to Tenant on a month-to-month basis at the rate or charge in effect from time to time for such parking in the Parking Facilities.


 


b.Tenant
shall provide Landlord with advance written notice of the names of each individual to whom Tenant from time to time distributes
Tenant's parking rights hereunder, and shall cause each such individual to execute the standard waiver form for garage users used
in the Parking Facilities. If the parking charge for a particular parking space is not paid when due, and such failure continues
for ten (10) days after written notice to Tenant of such failure, then in addition to any other remedies afforded Landlord under
this Lease by reason of nonpayment of rent, Landlord may terminate Tenant's rights under this Paragraph 53 as to such parking
space.


 






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c.The
parking spaces to be made available to Tenant hereunder may contain a reasonable mix of spaces for compact cars. Landlord
shall take reasonable actions to ensure the availability of the parking spaces leased by Tenant, but Landlord does not
guarantee the availability of those spaces at all times against the actions of other tenants of the Project and users of the
Parking Facilities. Without limiting the foregoing, in no event shall this Lease be void or voidable, nor shall Landlord be
liable to Tenant for any loss or damage, nor shall there be any abatement of rent hereunder (other than the parking charge
paid hereunder for any parking space no longer made available), by reason of any reduction in Tenant's parking rights
hereunder by reason of strikes, lockouts, labor disputes, shortages of material or labor, fire, flood or other casualty, acts
of God or any other cause beyond the reasonable control of Landlord. Access to the parking spaces to be made available to
Tenant shall, at Landlord's option, be by card, pass, bumper sticker, decal or other appropriate identification issued by
Landlord, and Tenant's right to use the Parking facilities is conditioned on Tenant's abiding by and shall otherwise be
subject to such reasonable rules and regulations as may be promulgated by Landlord or Landlord's designee from time to time
for the Parking Facilities. If applicable, Tenant's employees and occupants shall only have the right to park in Tenant's
designated area(s). Landlord shall have the right to modify, change, add to or delete the design, configuration, layout,
size, ingress, egress, areas, method of operation, and other characteristics of or relating to the Parking Facilities at any
time, and/or to provide for nonuse, partial use or restricted use of portions thereof.


 


d.The
parking rights provided to Tenant pursuant to this Paragraph 53 are provided to Tenant solely for use by officers, directors,
and employees of Tenant, its affiliates, sublessees and assignees, and such rights may not otherwise be transferred, assigned,
subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prior written approval, which may
be withheld in Landlord's sole discretion.


 


e.Tenant's
business visitors may park in the Parking Facilities on a space-available basis, upon payment of the prevailing fee for parking
charged to visitors to the Building.


 


54.Transportation
Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic
in and around the Project, and in connection therewith, Tenant shall take responsible action for the transportation planning and
management of all employees located at the Premises by working directly with Landlord, any governmental transportation management
organization or any other transportation-related committees or entities.


 


55.Renovation
of the Project and Other Improvements. Tenant acknowledges that portions of the Building, Project and/or the Other Improvements
(as defined in Paragraph 47.d. above) may be under construction following Tenant's occupancy of the Premises, and that such construction
may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project.
It is agreed and acknowledged that no representations respecting the condition of the Premises, the Building or the Project have
been made by Landlord to Tenant except as specifically set forth in this Lease. Tenant acknowledges and agrees that Landlord may
alter, remodel, improve and/or renovate (collectively, the "Renovation Work") the Building, Premises, and/or the Project,
and in connection with any Renovation Work, Landlord may, among other things, erect scaffolding or other necessary structures
in the Building or the Project, restrict access to portions of the Project, including portions of the common areas, or perform
work in the Building and/or the Project. Tenant hereby agrees that such Renovation Work and Landlord's actions in connection with
such Renovation Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent.
Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising
from any such Renovation Work, and Tenant shall not be entitled to any damages from Landlord for loss of use of the Premises,
in whole or in part, or for loss of Tenant's personal property or improvements, resulting from the Renovation Work or Landlord's
actions in connection therewith or for any inconvenience occasioned by such Renovation Work or Landlord's actions in connection
therewith.


 


56.Quiet
Enjoyment. If, and so long as, Tenant pays the rent and keeps, observes and performs each and every term, covenant and condition
of this Lease on the part or on behalf of Tenant to be kept, observed and performed, Tenant shall peaceably and quietly enjoy
the Premises throughout the term without hindrance by Landlord or any person lawfully claiming through or under Landlord, subject
to the provisions of this Lease.


 


57.No
Discrimination. Tenant covenants by and for itself and its successors, heirs, personal representatives and assigns and
all persons claiming under or through Tenant that there shall be no discrimination against or segregation of any person or of
a group of persons on account of race, color, religion, creed, sex or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the Premises nor shall Tenant or any person claiming under or through
Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or assignees of the Premises.


 






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58.Right
of First Offer.


 


a.Right
of First Offer; Available Space. Tenant shall have a one time right of first offer to lease the space located on the fifth
(5th) floor of the Building and outlined on attached Exhibit E (the "First Offer Space") if the First Offer
Space becomes "available for lease" during the term hereof, subject to the provisions of this Paragraph 58. The First
Offer Space shall not be deemed "available for lease" if the tenant under an expiring lease of such space desires to
renew or extend its lease, whether pursuant to a renewal option or a new arrangement with Landlord, or if any tenant of the Building
exercises an option or right of first offer to lease such space, which option or right of first offer existed as of the date of
this Lease. Upon Landlord obtaining knowledge that the First Offer Space will be available for lease, Landlord shall send Tenant
a written notice (the "Availability Notice") specifying the availability date (or estimated availability date).


 


b.Exercise
of First Offer Right. If Tenant elects to lease the First Offer Space, Tenant shall so notify Landlord in writing within ten
(10) days after the date of the Availability Notice. If Tenant does not exercise its right to lease the First Offer Space within
such ten (10) day period, then Landlord shall be released of its obligation to lease the First Offer Space to Tenant and the provisions
of this Paragraph 58 shall no longer have any force or effect.


 


c.Terms
and Conditions.


 


(i)Upon
Tenant's election to lease the First Offer Space, Landlord and Tenant shall promptly enter into an amendment of this Lease, adding
the First Offer Space to the Premises on all the terms and conditions set forth in this Lease as to the Premises originally demised
hereunder, except that (1) the term of the lease to Tenant of the First Offer Space shall commence upon the availability date
specified in the Availability Notice (but in event sooner than thirty (30) days after the date of Landlord's Availability Notice
to Tenant) or, if later, the date Landlord actually delivers the space to Tenant, vacant and free of other tenancies, and shall
continue coextensively with the remaining term hereof and any extension thereof, (2) the Monthly Rent payable by Tenant under
Paragraph 5 of this Lease for the First Offer Space shall be the fair market rent for the First Offer Space, as provided below,
(3) Tenant's Share for purposes of Paragraph 7 hereof with respect to the First Offer Space shall be determined by dividing the
rentable square footage of such First Offer Space by the rentable square footage of the Building, (4) the Base Year for purposes
of Paragraph 7 hereof shall be the calendar year in which the First Offer Space is added to this Lease and the Base Tax Year shall
be the fiscal tax year in which the First Offer Space is added to the Lease, and (5) Tenant shall take the First Offer Space in
its then "as-is" condition.


 


For
purposes of this Paragraph 58.c., the term "fair market rent" shall have the meaning set forth in Paragraph 59.b. below
with references therein to the "Premises" being deemed to refer to the First Offer Space and disregarding any provisions
which by their nature pertain only to the renewal term. The fair market rent shall be mutually agreed upon by Landlord and Tenant
in writing within thirty (30) days after Tenant validly exercises its right to lease the First Offer Space. If Landlord and Tenant
are unable to agree upon the fair market monthly rent within such thirty (30)-day period, then the fair market rent shall be established
by appraisal in accordance with Paragraph 59.c. below.


 


(ii)If
Tenant exercises the right of first offer granted herein and Landlord is unable, for any reason beyond Landlord's reasonable control,
to deliver the First Offer Space to Tenant on the stated availability date, Tenant's lease of the First Offer Space shall not
be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but Landlord shall use
commercially reasonable efforts to deliver the First Offer Space to Tenant as soon as commercially reasonably possible after the
stated availability date.


 


d.Minimum
Rental. Notwithstanding anything in the foregoing to the contrary, at no time during the term of this Lease may the Monthly
Rent for the First Offer Space be less than the amount produced by multiplying the rentable square footage of such First Offer
Space by the aggregate of the monthly rental rate per rentable square foot payable by Tenant for the original Premises leased
under this Lease under Paragraphs 5 and 7 hereof, as such monthly rental rate may adjust from time to time during the term hereof.


 


e.Limitation
on Tenant's Right of First Offer. Notwithstanding the foregoing, if (i) on the date of exercise of the right of first
offer, or the date immediately preceding the date the Lease term for the First Offer Space is to commence. Tenant is in
default of any of its obligations under this Lease, or (ii) on the date immediately preceding the date the Lease term for the
First Offer Space is to commence Tenant named herein (a) is not in occupancy of at least seventy percent (70%) the
Premises then leased hereunder or (b) does not intend to occupy at least seventy percent (70%) of the Premises then leased
hereunder, together with the entire First Offer Space, then, at Landlord's option, Tenant shall have no right to lease the
First Offer Space and, at Landlord's option, the exercise of the right of first offer shall be null and void.


 






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59.Renewal
Option.


 


a.
Option to Renew. Tenant shall have the option to renew this Lease for one (1) additional term of five (5) years, commencing
upon the expiration of the initial term of the Lease. The renewal option must be exercised, if at all, by written notice given
by Tenant to Landlord not earlier than twelve (12) months, nor later than ten (10) months, prior to the expiration of the initial
term of this Lease. Notwithstanding the foregoing, at Landlord's election, this renewal option shall be null and void and Tenant
shall have no right to renew this Lease if (i) as of the date immediately preceding the commencement of the renewal period the
Tenant originally named herein is not in occupancy of the entire Premises then demised hereunder or does not intend to continue
to occupy the Premises (but intends to assign this Lease or sublet the space in whole or in part), or (ii) on the date Tenant
exercises the option or on the date immediately preceding the commencement date of the renewal period Tenant is in default of
any of its obligations under this Lease.


 


b.Terms
and Conditions. If Tenant exercises the renewal option, then during the renewal period all of the terms and conditions set
forth in this Lease as applicable to the Premises during the initial term shall apply during the renewal term, except that (i)
Tenant shall have no further right to renew this Lease, (ii) Tenant shall take the Premises in their then "as-is" state
and condition, (iii) the Monthly Rent payable by Tenant for the Premises shall be the then-fair market rent for the Premises based
upon the terms of this Lease, as renewed (and, if fair market terms provide for a period of free rent, then Tenant shall receive
the same) and (iv) the Base Year for the Premises shall be the calendar year in which the renewal term commences and the Base
Tax Year for the Premises shall be the fiscal tax year in which the renewal term commences. Fair market rent shall include the
periodic rental increases, if any, that would be included for space leased for the period of the renewal term. For purposes of
this Paragraph 59, the term "fair market rent" shall mean the rental rate that would be applicable for a lease term
commencing on the commencement date of the renewal term and that would be payable in any arms length negotiations for the Premises
in their then as-is condition, for the renewal term, which rental rate may be established by reference to rental terms actually
negotiated for comparable space under primary lease (and not sublease), taking into consideration the location of the Building
and such amenities as existing improvements, view, floor on which the Premises are situated and the like, situated in first class
high-rise office buildings in the Irvine Concourse within the John Wayne Airport area marketplace, in similar physical and economic
condition as the Building, engaged in then-prevailing ordinary rental market practices with respect to tenant concessions (if
any) (e.g. not offering extraordinary rental, promotional deals and other concessions to tenants in an effort to alleviate cash
flow problems, difficulties in meeting loan obligations or other financial distress, or in response to a greater than average
vacancy rate in a particular building) and taking into account then market concessions (including, but not limited to, any construction
allowances and/or rent abatement) and brokerage fees. The fair market rent shall be mutually agreed upon by Landlord and Tenant
in writing within a thirty (30) calendar day period commencing not later than six (6) months prior to commencement of the renewal
period. If Landlord and Tenant are unable to agree upon the fair market monthly rent within such thirty (30)-day period, then
the fair market rent shall be established by appraisal in accordance with the procedures set forth in Paragraph 59.c. below.


 


c.Appraisal.
Within fifteen (15) days after the expiration of the thirty (30)-day period for the mutual agreement of Landlord and Tenant as
to the fair market rent, each party hereto, at its cost, shall engage a real estate appraiser to act on its behalf in determining
the fair market rent. The appraisers each shall have at least ten (10) years' experience with leases in first-class high-rise
office buildings in the Irvine Concourse within the John Wayne Airport area marketplace and shall submit to Landlord and Tenant
in advance for Landlord's and Tenant's reasonable approval the appraisal methods to be used. If a party does not appoint an appraiser
within said fifteen (15)-day period but an appraiser is appointed by the other respective party, the single appraiser appointed
shall be the sole appraiser and shall set the fair market rent. If the two appraisers are appointed by the parties as stated in
this paragraph, such appraisers shall meet promptly and attempt to set the fair market rent. If such appraisers are unable to
agree within thirty (30) days after appointment of the second appraiser, the appraisers shall elect a third appraiser meeting
the qualifications stated in this paragraph within ten (10) days after the last date the two appraisers are given to set the fair
market rent. Each of the parties hereto shall bear one-half (1/2) the cost of appointing the third appraiser and of the third
appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party.


 






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The third appraiser shall conduct his own investigation of the fair market rent, and shall be instructed
not to advise either party of his determination of the fair market rent except as follows:
When the third appraiser has made his determination, he shall so advise Landlord and Tenant and shall establish a date, at least
five (5) days after the giving of notice by the third appraiser to Landlord and Tenant, on which he shall disclose his determination
of the fair market rent. Such meeting shall take place in the third appraiser's office unless otherwise agreed by the parties.
After having initialed a paper on which his determination of fair market rent is set forth, the third appraiser shall place his
determination of the fair market rent in a sealed envelope. Landlord's appraiser and Tenant's appraiser shall each set forth their
determination of fair market rent on a paper, initial the same and place them in sealed envelopes. Each of the three envelopes
shall be marked with the name of the party whose determination is inside the envelope.


 


THIS LEASE
IS EXECUTED by Landlord and Tenant as of the date set forth at the top of page 1 hereof.


 



	Landlord:	 	Tenant:
	 	 	 
	SRI NINE MAIN PLAZA LLC,	 	FUTURE ADS LLC,
	a Delaware limited liability company	 	a California limited liability company
	 	 	 	 	 
	By:	/s/ James A. Prone	 	By:	/s/
Jared Pobre
	Name:	James A. Prone	 	Name:	Jared Pobre
	Title:	Vice President	 	Title:	CEO


 






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EXHIBIT
A


 


Outline of Premises


 


 


 


 


 


 


 


See attached page


 






    	1



    	 



    

 


 


 






    	2



    	 



    

 


EXHIBIT
B


 


RULES AND REGULATIONS




MAIN PLAZA


 


1.No sign,
placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside
or inside of the Building or any part of the Premises visible from the exterior of the Premises without the prior written consent
of Landlord, which consent may be withheld in Landlord's sole discretion. Landlord shall have the right to remove, at Tenant's
expense and without notice to Tenant, any such sign, placard, picture, advertisement, name or notice that has not been approved
by Landlord.


 


All approved
signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved
of by Landlord.


 


If Landlord
notifies Tenant in writing that Landlord objects to any curtains, blinds, shades or screens attached to or hung in or used in connection
with any window or door of the Premises, such use of such curtains, blinds, shades or screens shall be removed immediately by Tenant.
No awning shall be permitted on any part of the Premises.


 


2.No ice,
drinking water, towel, barbering or bootblacking, shoeshining or repair services, or other similar services shall be provided to
the Premises, except from persons authorized by Landlord and at the hours and under regulations fixed by Landlord.


 


3.The bulletin
board or directory of the Building will be provided exclusively for the display of the name and location of tenants only and Landlord
reserves the right to exclude any other names therefrom.


 


4.The
sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by any of the Tenant Parties or
used by Tenant for any purpose other than for ingress to and egress from its Premises. The halls, passages, exits, entrances,
elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to
the safety, character, reputation and interests of the Building and its tenants. No tenant and no employees or invitees of any
tenant shall go upon the roof of the Building


 


5.Tenant
shall not alter any lock or install any new or additional locks or any bolts on any interior or exterior door of the Premises
without the prior written consent of Landlord.


 


6.The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they
were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage
or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have
caused it.


 


7.Tenant
shall not overload the floor of the Premises or mark, drive nails, screw or drill into the partitions, woodwork or plaster or
in any way deface the Premises or any part thereof.


 


8.No
furniture, freight or equipment of any kind shall be brought into the Building without the consent of Landlord and all moving
of the same into or out of the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall
have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and
also the times and manner of moving the same in and out of the Building. Safes or other heavy objects shall, if considered necessary
by Landlord, stand on a platform of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause, and all damage done to the Building by moving or maintaining
any such safe or other property shall be repaired at the expense of Tenant. The elevator designated for freight by Landlord shall
be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine
from time to time. The persons employed to move Tenant's equipment, material, furniture or other property in or out of the Building
must be acceptable to Landlord. The moving company must be a locally recognized professional mover, whose primary business is
the performing of relocation services, and must be bonded and fully insured. In no event shall Tenant employ any person or company
whose presence may give rise to a labor or other disturbance in the Project. A certificate or other verification of such insurance
must be received and approved by Landlord prior to the start of any moving operations. Insurance must be sufficient in Landlord's
sole opinion, to cover all personal liability, theft or damage to the Project, including, but not limited to, floor coverings,
doors, walls, elevators, stairs, foliage and landscaping. Special care must be taken to prevent damage to foliage and landscaping
during adverse weather. All moving operations shall be conducted at such times and in such a manner as Landlord shall direct,
and all moving shall take place during non-business hours unless Landlord agrees in writing otherwise.


 






    	1



    	 



    

 


9.Tenant
shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises, unless otherwise
agreed to by Landlord. Except with the written consent of Landlord, no person or persons other than those approved by Landlord
shall be permitted to enter the Building for the purpose of cleaning the Building or the Premises. Tenant shall not cause any
unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness.


 


10.Tenant
shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason
of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any
animals or birds be brought in or kept in or about the Premises or the Building. In no event shall Tenant keep, use, or permit
to be used in the Premises or the Building any guns, firearm, explosive devices or ammunition.


 


11.No
cooking shall be done or permitted by Tenant in the Premises, nor shall the Premises be used for the storage of merchandise, for
washing clothes, for lodging, or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, however,
Tenant may maintain and use microwave ovens and equipment for brewing coffee, tea, hot chocolate and similar beverages, provided
that Tenant shall (i) prevent the emission of any food or cooking odor from leaving the Premises, (ii) be solely responsible for
cleaning the areas where such equipment is located and removing food-related waste from the Premises and the Building, or shall
pay Landlord's standard rate for such service as an addition to cleaning services ordinarily provided, (iii) maintain and use
such areas solely for Tenant's employees and business invitees, not as public facilities, and (iv) keep the Premises free of vermin
and other pest infestation and shall exterminate, as needed, in a manner and through contractors reasonably approved by Landlord,
preventing any emission of odors, due to extermination, from leaving the Premises. Notwithstanding clause (ii) above, Landlord
shall, without special charge, empty and remove the contents of one (1) 15-gallon (or smaller) waste container from the food preparation
area so long as such container is fully lined with, and the contents can be removed in, a waterproof plastic liner or bag, supplied
by Tenant, which will prevent any leakage of food related waste or odors; provided, however, that if at any time Landlord must
pay a premium or special charge to Landlord's cleaning or scavenger contractors for the handling of food-related or so-called
"wet" refuse, Landlord's obligation to provide such removal, without special charge, shall cease.


 


12.Tenant
shall not use or keep in the Premises or the Building any kerosene, gasoline, or inflammable or combustible fluid or material,
or use any method of heating or air conditioning other than that supplied by Landlord.


 


13.Landlord
will direct electricians as to where and how telephone and telegraph wires are to be introduced into the Premises and the Building.
No boring or cutting for wires will be allowed without the prior consent of Landlord. The location of telephones, call boxes and
other office equipment affixed to the Premises shall be subject to the prior approval of Landlord.


 


14.Upon
the expiration or earlier termination of the Lease, Tenant shall deliver to Landlord the keys of offices, rooms and toilet rooms
which have been furnished by Landlord to Tenant and any copies of such keys which Tenant has made. In the event Tenant
has lost any keys furnished by Landlord, Tenant shall pay Landlord for such keys.


 


15.Tenant
shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises,
except to the extent and in the manner approved in advance by Landlord. The expense of repairing any damage resulting from a violation
of this rule or removal of any floor covering shall be borne by the tenant by whom, or by whose contractors, employees or invitees,
the damage shall have been caused.


 


16.No
furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators,
except between such hours and in such elevators as shall be designated by Landlord, which elevator usage shall be subject to the
Building's customary charge therefor as established from time to time by Landlord.


 






    	2



    	 



    

 


17.On
Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 P.M. and 8:00 A.M., access to the Building,
or to the halls, corridors, elevators or stairways in the Building, or to the Premises may be refused unless the person seeking
access is known to the person or employee of the Building in charge and has a pass or is properly identified. Landlord shall in
no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case
of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building during
the continuance of the same by closing the doors or otherwise, for the safety of the tenants and protection of property in the
Building.


 


18.Tenant
shall be responsible for insuring that the doors of the Premises are closed and securely locked before leaving the Building and
must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Tenant or Tenant's
employees leave the Building, and that all electricity, gas or air shall likewise be carefully shut off, so as to prevent waste
or damage, and for any default or carelessness Tenant shall make good all injuries sustained by other tenants or occupants of the
Building or Landlord. Landlord shall not be responsible to Tenant for loss of property on the Premises, however occurring, or for
any damage to the property of Tenant caused by the employees or independent contractors of Landlord or by any other person.


 


19.Landlord
reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building.


 


20.The requirements
of any tenant will be attended to only upon application at the office of the Building. Employees of Landlord shall not perform
any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee will admit
any person (tenant or otherwise) to any office without specific instructions from Landlord.


 


21.No vending
machine or machines of any description shall be installed, maintained or operated upon the Premises without the prior written consent
of Landlord.


 


22.Subject
to Tenant's right of access to the Premises in accordance with Building security procedures, Landlord reserves the right to close
and keep locked all entrance and exit doors of the Building on Saturdays, Sundays and legal holidays and on other days between
the hours of 6:00 P.M. and 8:00 A.M., and during such further hours as Landlord may deem advisable for the adequate protection
of the Building and the property of its tenants.


 






    	3



    	 



    

 


EXHIBIT
C


 


Form
of Commencement Date Letter


 


______,
200_


 


Future Ads
LLC


 


__________________________


__________________________


 


		Re:	Lease,
                                                          dated2008
                                         (the "Lease"), between SRI Main Plaza LLC, a Delaware limited liability company
                                         ("Landlord") and Future Ads LLC, a Delaware limited liability company ("Tenant")
                                         for premises on the 5th floor of the building located at 1920 Main Street, Irvine, California.



 


Gentlemen
or Ladies:


 


Pursuant
to Paragraph 3.a. of your above-referenced Lease, this letter shall confirm the following dates:


 


1.The
Commencement Date of the Lease (as defined in Paragraph 2.b. of the Lease) is ________________, which is the date the Tenant Improvements were
Substantially Completed (as those terms are defined in Paragraph 4 of the Lease),


 


2.The
Expiration Date of the Lease (as defined in Paragraph 2.b. of the Lease) is ________________, which is the last day of the 65th
full calendar month following the Commencement Date.


 


Please
acknowledge Tenant's agreement to the foregoing by executing both duplicate originals of this letter and returning one fully executed
duplicate original to Landlord at the address on this letterhead. If Landlord does not receive a fully executed duplicate original
of this letter from Tenant evidencing Tenant's agreement to the foregoing (or a written response setting forth Tenant's disagreement
with the foregoing) within fifteen (15) days of the date of Tenant's receipt of this letter, Tenant will be deemed to have consented
to the terms set forth herein.


 





	 	Very
    truly yours,
	 	 
	 	SRI
    NINE MAIN PLAZA LLC, 

    a Delaware limited liability company
	 	 	 
	 	By	
	 	 	Its
    designated signatory




 


The undersigned
agrees to the dates set forth above:


 


Future
Ads LLC, a Delaware

limited liability company


 


By __________________________


 


Name __________________________


 


Title _________________________


 






    	1



    	 



    

 


EXHIBIT D


 


Tenant Approved Plans


 


 


 


 


See attached 3 pages


 






    	1



    	 



    

 


 


 






    	2



    	 



    

 


 


 



    	3



    	 



    

 





 






    	4



    	 



    

 


EXHIBIT E


 


Outline of First
Offer Space


 


 


 


 


 


See attached page


 






    	1



    	 



    

 


 


 


 






    	2



    	 



    

 




FIRST
AMENDMENT TO LEASE 


(Substitution
of Premises and Extension of Lease Term)


 


THIS
FIRST AMENDMENT TO LEASE ("Amendment") is executed as of the 30th day of March, 2011, between SRI NINE MAIN PLAZA LLC,
a Delaware limited liability company ("Landlord") and FUTURE ADS LLC, a California limited liability company ("Tenant").


 


RECITALS


 


A.               Landlord
and Tenant are parties to that certain office lease, dated as of December 10, 2008 (the "Lease") pursuant to which Tenant
presently leases from Landlord certain premises (the "Original Premises") consisting of approximately 7,897 rentable
square feet of space located on the fifth (5th) floor of the building known as 1920 Main Street, Irvine, California
(the "1920 Building"). The 1920 Building and the building owned by Landlord that is located adjacent thereto and known
as 2010 Main Street, Irvine, California (the "2010 Building") are a part of the office/retail project known as "Main
Plaza." The term of the Lease is presently scheduled to expire on August 31, 2014. All capitalized terms not otherwise defined
herein shall have the meaning given them in the Lease.


 


B.               
Landlord and Tenant presently desire to amend the Lease to (i) provide for the substitution for the Original Premises of certain
premises located on the ninth (9th) floor of the 2010 Building and outlined on Exhibit A attached hereto (the
"Substitute Premises"), (ii) provide for Tenant's surrender of the Original Premises, (iii) extend the Lease term through
and including the date that is eighty-four (84) full calendar months following the date the Substitute Premises are substituted
for the Original Premises, (v) grant Tenant a continuing right of first offer on the remaining space on the ninth (9th)
floor of the 2010 Building, and (vi) grant Tenant an option to further extend the term of the Lease for an additional period of
three (3) years, all on the terms and conditions set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing, Landlord and Tenant hereby agree as follows:


 


1.    

Substitution of Substitute Premises for Original Premises.


 


a.                 Lease
of Substitute Premises. From and after the Substitute Premises Effective Date (as hereinafter defined), the
Substitute Premises shall be substituted for the Original Premises and all references in the Lease to the
"Building" shall refer to the 2010 Building. The "Substitute Premises Effective Date" is the date that
the Substitute Premises are delivered to Tenant with the Tenant Improvements (as defined in Paragraph 2.a. below)
Substantially Completed (as defined in Paragraph 2.b. below).


 


The
parties presently estimate that the Substitute Premises Effective Date will occur on or about August I, 2011. Notwithstanding
the foregoing, in the event of any delay in the delivery of the Substitute Premises to Tenant with the Tenant Improvements Substantially
Completed, neither this Amendment nor the Lease shall be void or voidable, nor shall Landlord be liable to Tenant as a result
thereof, but Landlord shall use commercially reasonable efforts to cause the Substitute Premises Effective Date to occur as soon
as reasonably possible after August 1, 2011. As soon as the Substitute Premises Effective Date is determined, Landlord and Tenant
shall confirm in writing both the Substitute Premises Effective Date and the Expiration Date (as modified by Paragraph 4 below),
which confirmation shall be in the form of the letter attached as Exhibit B hereto. Landlord and Tenant hereby agree that,
for all purposes of the Lease, the Substitute Premises shall be deemed to contain 19,594 rentable square feet of space (16,456
useable square feet).


 


Effective
as of the Substitute Premises Effective Date, Exhibit A presently attached to the Lease (which sets forth a plan outlining
the Original Premises) is deleted and Exhibit A attached to this Amendment (which sets forth a plan outlining the Substitute
Premises) is substituted therefor.


 


b.                 Deletion of Original Premises. Effective as of 11:59 PM on the date immediately preceding the Substitute Premises Effective
Date, the Original Premises shall be deleted from the Lease; provided, however, that Tenant shall remain liable for all of Tenant's
obligations which arose with regard to the Original Premises prior to the deletion of the Original Premises from the Lease and
Tenant's indemnification obligations set forth in Paragraph 14 of the Lease shall survive the deletion of the Original Premises
from the Lease with regard to any events which took place prior to the later of (i) the deletion of the Original Premises from
the Leese or (ii) Tenant's actual vacancy and surrender to Landlord of the Original Premises. Notwithstanding the foregoing, Tenant
shall have a period of seven (7) days following the Substitute Premises Effective Date to vacate and surrender the Original Premises
to Landlord in the condition required by Paragraph 20.b. of the Lease and no Monthly Rent or Additional Rent shall be due for
such seven (7) day hold-over period.


 









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2.    

Condition of Substitute Premises. Except as otherwise expressly provided in this Paragraph 2, Tenant shall accept the Substitute
Premises in their "as-is" condition and Landlord shall have no obligation to make or pay for any improvements or renovations
in or to the Substitute Premises to prepare them for Tenant's occupancy.


 


a.                Tenant Improvements. Landlord shall cause Landlord's designated contractor ("Contractor") to construct the improvements
to the Substitute Premises which are specifically described in the plans and specifications prepared by Landlord's architect and
attached on Exhibit C hereto (the "Tenant Approved Plans"), using Building standard materials and finishes, unless
otherwise noted on the Tenant Approved Plans. Landlord shall select Contractor from a competitive bidding process with not less
than three (3) reputable general contractor firms. After the execution hereof, Landlord shall prepare additional construction
plans and specifications for the construction of the improvements, which construction plans and specifications shall be based
on the Tenant Approved Plans and include only the additional information required for Contractor to obtain the required governmental
permits for the construction of the improvements and for Contractor to secure complete bids from qualified contractors to construct
the improvements. Tenant shall promptly submit to Landlord (but in no event later than three (3) Business Days after Landlord's
request) any information required by Landlord to complete such construction plans and specifications. Landlord shall deliver the
completed construction plans and specifications to Tenant for Tenant's review and Tenant shall provide its written approval or
disapproval thereof within three (3) Business Days following Tenant's receipt thereof. Landlord shall promptly revise the construction
plans and specifications to address any reasonable objections raised by Tenant and shall promptly resubmit appropriately revised
construction plans and specifications to Tenant. This procedure shall be followed until all objections have been resolved and
the construction plans and specifications approved in writing by Tenant and Landlord; provided, however, that if Tenant requests
more than one (1) set of revisions to the construction plans and specifications other than to correct errors in the same, then
delays, if any, in the Substantial Completion of the Tenant Improvements caused by such additional revisions shall constitute
a Tenant Delay under Paragraph 2.d. below. (The construction plans and specifications, as approved in writing by Tenant and Landlord,
are hereinafter called the "Final Plans" and the improvements to be constructed in accordance with the Final Plans are
hereinafter called the "Tenant Improvements.")


 


b.                Construction;
Substantial Completion. Landlord shall cause Contractor to commence the construction of the Tenant Improvements as soon
as reasonably possible after the approval by Landlord and Tenant of the Final Plans. Landlord shall provide and cause to be
installed only the number of wall terminal boxes and/or floor monuments required for Tenant's telephone or computer
systems as are shown on the Final Plans, with the actual location of such wall terminal boxes and/or floor monuments to be
mutually and reasonably determined by Tenant, Landlord and Contractor in connection with the completion and approval of the
Final Plans. Landlord will provide and cause to be installed conduits as required for Tenant's telephone and computer systems
as shown on the Final Plans, but shall in no event install, pull or hook up such wires. Further, notwithstanding anything to
the contrary herein, Landlord and Tenant shall cooperate with each other to resolve any space plan issues raised by
applicable local building codes. The Tenant Improvements shall be deemed to be "Substantially Completed" when (i)
they have, in Landlord's reasonable judgment, been completed in accordance with the Final Plans, subject only to correction
or completion of "Punch List" items, as defined below, and (ii) any governmental approvals (which may be oral
approvals by inspectors or other officials, and may be temporary or conditional in accordance with local practice) and
permits required for the legal occupancy of the Premises have been issued. "Funch List" items shall be limited to
minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do
not materially interfere with or impair Tenant's use of the Substitute Premises for Tenant's business. The definition of
"Substantially Completed" shall also apply to the terms "Substantial Completion" and "Substantially
Complete". Landlord shall cause Contractor to correct the Punch-List items (if any) as soon as commercially reasonably
possible following the creation of the Punch-List.


 


c.                Changes. If Tenant requests any change, addition or alteration in or to the Tenant Approved Plans or, once approved, the
Final Plans ("Changes"), Landlord shall cause Landlord's architect to prepare additional plans implementing such Change
and the costs of preparing such additional plans shall be added to the cost of the Tenant Improvements. All Changes shall be subject
to Landlord's reasonable approval. As soon as practicable after the completion of such additional plans, Landlord shall notify
Tenant of the estimated cost of the Change. Within three (3) Business Days after receipt of such cost estimate, Tenant shall notify
Landlord in writing whether Tenant approves the Change. If Tenant approves the Change, Landlord shall proceed with the Change
and the cost of the Change shall be added to the cost of the Tenant Improvements. If Tenant fails to approve the Change within
such three (3) Business Day period, the requested Change shall not be incorporated into the Tenant Improvements.


 












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d.                Tenant
Delays. Tenant shall be responsible for, and shall pay to Landlord, any and all costs and expenses incurred by Landlord in
connection with any delay in the commencement or completion of any Tenant Improvements and any increase in the cost of Tenant
Improvements caused by (i) Tenant's failure to comply with the deadlines set forth in Paragraph 2.a. above with regard to the preparation
or approval of the working plans and specifications, (ii) any Changes requested by Tenant in the Tenant Approved Plans or, once
approved, the Final Plans (including any cost or delay resulting from proposed changes that are not ultimately made), (iii) any
failure by Tenant to timely pay any amounts due from Tenant hereunder, including any additional costs resulting from any Change
(it being acknowledged that if Tenant fails to make or otherwise delays making such payments, Landlord may stop work on the Tenant
Improvements rather than incur costs which Tenant is obligated to fund but has not yet funded and any delay from such a work stoppage
will be a Tenant Delay), (iv) the inclusion in the Tenant Improvements of any so-called "long lead" materials (such
as fabrics, paneling, carpeting or other items that are not readily available within industry standard lead times (e.g., custom
made items that require time to procure beyond that customarily required for standard items, or items that are currently out of
stock and will require extra time to back order) and for which suitable substitutes exist), (v) Tenant's failure to respond within
three (3) Business Days to reasonable inquiries by Landlord or Contractor regarding the construction of the Tenant Improvements,
or (vi) any other delay requested or caused by Tenant. Each of the foregoing is referred to herein as a "Tenant Delay."


 


e.                Costs
of Tenant Improvements; Landlord's Allowance. Landlord shall bear the cost of the construction of the Tenant Improvements
(including the design and architectural costs for the preparation of a test-fit plan, the Tenant Approved Plans, Final Plans,
Contractor's fee and the Construction Management Fee (as defined below)), limited however to a maximum expenditure by
Landlord therefor of Six Hundred Twenty Five Thousand Three Hundred Twenty Eight Dollars ($625,328.00)("Land1ord's
Allowance"). At Tenant's option, Tenant may apply up to One Hundred Fifteen Thousand One Hundred Ninety Two Dollars
($115,192.00) of Landlord's Allowance ("FF&E Allowance Increment") to Tenant's moving expenses and the costs of
Tenant's data and telecommunications systems and furniture ("Tenant's FF&E Costs"). Except as provided above
with regard to the FF&E Allowance Increment, Landlord's Allowance may not be applied to the cost of equipment, trade
fixtures, furniture, moving expenses or free rent. Disbursements of the FF&E Allowance Increment for application to
Tenant's FF&E Costs shall be conditioned upon Tenant delivering to Landlord written receipted invoices in form acceptable
to Landlord indicating that the allowance is being applied to permitted costs. Tenant shall not be entitled to receive (and
Landlord shall have no obligation to disburse) all or any portion of the FF&E Allowance Increment if Tenant is in default
under the Lease at the time Tenant requests such disbursement, but Landlord will make the requested disbursement when the
default has been cured, subject to Tenant's compliance with the requirements for disbursement under this paragraph.
Notwithstanding anything to the contrary in this Paragraph 2.e., the FF&E Allowance Increment shall be available for
disbursement pursuant to the terms hereof only through the last day of the eighteenth (18t) full calendar month
following the Substitute Premises Effective Date. Accordingly, if any portion of the FF&E Allowance Increment
remains available but has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior
to such outside date, such unused available portion shall be forfeited by Tenant.


 


As
a part of the construction of the Tenant Improvements, Landlord shall demolish the current build-out in the Substitute Premises,
except for those portions of such current build-out, if any, which Tenant advises Landlord, after completion of the Final Plans,
shall not be demolished. Notwithstanding anything to the contrary above or elsewhere in the Lease or this Amendment, the cost
of the demolition of the current build-out in the Substitute Premises shall be borne solely by Landlord and shall not be deducted
from Landlord's Allowance.


 


Tenant
shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord's Allowance (the "Excess Cost").
Based on the estimated cost of the construction of the Tenant Improvements, as agreed upon by Landlord and Tenant (the "Estimated
Costs"), the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage
share established for each (a "Share of Costs"). Tenant and Landlord shall fund the cost of the construction (including
the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for
the construction, with Tenant's payments being made to Landlord within thirty (30) days of written demand. At such time as Landlord's
Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, to Landlord, which payment shall be
made, at Landlord's option, in advance or in course of construction installments.


 


Notwithstanding
the foregoing, Landlord shall retain from the amount of Landlord's Allowance, as compensation to Landlord for review of the Tenant
Approved Plans and Final Plans and for construction inspection, administration and management with regard to the Tenant Improvements,
a sum (the "Construction Management Fee") equal to three percent (3%) of the cost of the Tenant Improvements (including
the portion of the cost of the Tenant Improvements that constitutes Excess Cost, as defined above). For purposes of calculating
the Construction Management Fee, the cost of construction shall not include architectural or engineering costs or permit fees.
At the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial
payment of the Construction Management Fee, a proportionate amount of the Construction Management Fee based upon Landlord's reasonable
estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Construction Management
Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed,
Tenant shall, within ten (10) business days of written demand, pay to Landlord the remainder, if any, of the Construction Management
Fee not yet paid to Landlord.


 

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f.                Early Access. Notwithstanding anything to the contrary herein, Tenant may, during the three (3) week period prior to the
Substantial Completion of Tenant Improvements, enter the Substitute Premises for the purpose of installing telephones, electronic
communication or related equipment, fixtures, furniture and equipment, provided that Tenant shall be solely responsible for any
of such equipment, fixtures, furniture or material and for any loss or damage thereto from any cause whatsoever, excluding only
the gross negligence or deliberate misconduct of Landlord or Landlord's contractors. Such early access to the Substitute Premises
and such installation shall be permitted only to the extent that Landlord determines that such early access and installation activities
will not delay Landlord's completion of the construction of the Tenant Improvements. Landlord and Tenant shall cooperate in the
scheduling of Tenant's early access to the Substitute Premises and of Tenant's installation activities in an attempt to maximize
the benefits to Tenant of this Paragraph 2.f. without interfering with Landlord's completion of the construction of the Tenant
Improvements_ The provisions of Paragraph 9 of the Lease regarding alterations, and the provisions of Paragraphs 13 and 14 of
the Lease regarding indemnity, waiver and insurance, shall apply in full during the period of any such early entry, and Tenant
shall (1) provide certificates of insurance evidencing the existence and amounts of liability insurance carried by Tenant and
its agents and contractors, reasonably satisfactory to Landlord, prior to such early entry, and (ii) comply with all applicable
legal requirements applicable to such early entry work in the Substitute Premises.


  
 


g                Building
Services; ADA Compliance. Landlord shall, as of the Substitute Premises Effective Date, and at Landlord's sole cost and expense,
without application of Landlord's Allowance, cause the base Building systems serving the Substitute Premises (including, without
limitation, HVAC, electrical, plumbing, fire and life safety) to be in good condition and repair consistent with Landlord's customary
standards for the Building. Landlord represents and warrants to Tenant that the Substitute Premises, as of the date hereof, are
substantially in compliance with applicable building codes, including, without limitation, codes regarding accessibility.


   
 


h.                Common
Area Renovation. Landlord shall, not later than the end of the First Lease Year (as defined in Paragraph 5 below) and at Landlord's
sole cost and expense and at no cost to Tenant (for clarification purposes, such renovations shall be performed without any application
of Landlord's Allowance) renovate the common areas of the ninth (9th) floor to make them consistent with the new Building
standards. In no event shall Landlord be liable for any delay in completing such work that arises from strikes, lockout, labor
disputes, shortages of material or labor, fire or other casualty, acts of God or any other cause beyond the commercially reasonable
control of Landlord.


 





3.    
Landlord's Remedies for Failure to Vacate and Surrender Original Premises. If Tenant fails to vacate and surrender the
Original Premises to Landlord on or before the end of the permitted seven (7) day holdover period provided for in the last sentence
of Paragraph 1.b. above, the provisions of Section 20.b. of the Lease regarding rent during a holdover without Landlord's consent
shall apply to the Original Premises. Further, if Tenant fails to vacate and surrender the Original Premises to Landlord on or
before the end of the aforementioned seven (7) day permitted holdover period, Landlord may exercise one or more of the following
remedies: (i) sue Tenant for specific performance of the terms of this Amendment, (ii) initiate an unlawful detainer action against
Tenant to obtain possession of the Original Premises and payment of all rent and other charges due and damages incurred by Landlord,
(iii) collect the damages provided for in Paragraph 20.c. of the Lease, (iv) terminate this Amendment, and/or (v) pursue any other
available remedies at law or in equity.


 


4.    
Extension of Lease Term. Effective as of the date hereof, the Expiration Date (as set forth in Paragraph 2.b. of the Lease)
is extended through and including the last day of the eighty-fourth (84th) full calendar month following the Substitute
Premises Effective Date. During the Extension Term, all of the existing terms and conditions of the Lease shall continue to apply,
except to the extent otherwise expressly provided herein.


    


5.    
Monthly Rent. Effective as of the Substitute Premises Effective Date, and continuing through the Expiration Date (as extended
by Paragraph 4 above), the Monthly Rent set forth in Paragraph 2.c. of the Lease shall be revised to be as set forth below:




 


	Period	 	Monthly Rent	 
	First Lease Year	 	$	39,188.00	**
	Second Lease Year	 	$	41,147.40	***
	Third Lease Year	 	$	43,106.80	 
	Fourth Lease Year	 	$	45,066.20	 
	Fifth Lease Year	 	$	47,025.60	 
	Sixth Lease Year	 	$	48,985.00	 
	Seventh
Lease Year	 	$	50,944.40	 



 



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The "First
Lease Year" is the period commencing on the Substitute Premises Effective Date and ending on the last day of the twelfth
(12th) full calendar month thereafter. Each period of twelve (12) full calendar months thereafter constitutes a "Lease
Year."


 


**Provided
that Tenant is not in monetary breach of the Lease (beyond any applicable notice and cure period) at the time the abatement is
to be applied, Tenant's Monthly Rent set forth above shall be abated for each full calendar month of the First Lease Year in the
amount of Six Thousand Dollars ($6,000.00) per month.


 


***
Provided that Tenant is not in monetary breach of the Lease (beyond any applicable notice and cure period) at the time the abatement
is to be applied, Tenant's Monthly Rent set forth above shall be abated for each of the 1st six months of the Second
Lease Year in the amount of Six Thousand Three Hundred Dollars ($6,300.00) per month.


 


Notwithstanding
the above, in the event of any delay in the Substantial Completion of the Tenant Improvements that results from a Tenant Delay
(as those terms are defined in Paragraph 2 above), then Tenant shall also pay Monthly Rent for the Substitute Premises during
the period commencing on the date that the Substitute Premises Effective Date would have occurred if not for such Tenant Delay
and ending on the date immediately prior to the first day of the First Lease Year (as defined above), with such Monthly Rent being
paid at the rate in effect for the First Lease Year (but without the $6,000.00 monthly abatement that applies during the First
Lease Year, which abatement will still be in effect for each full calendar month of the First Lease Year but will not commence
until the First Lease Year actually commences).


 


6.    
Security Deposit. Effective as of the Substitute Premises Effective Date, the Security Deposit provided for in Paragraphs
2.d. and 6 of the Lease shall be increased from Twenty Six Thousand Four Hundred Ninety Four and 44/100 Dollars ($26,494.44) to
Fifty Six Thousand Thirty Eight and 84/100 Dollars ($56,038.84). Currently with Tenant's execution and delivery of this Amendment,
Tenant shall deliver to Landlord the sum of Twenty Nine Thousand Five Hundred Forty-Four and 40/100 Dollars ($29,544.40) to bring
the amount of the Security Deposit presently on hand to the required amount.


 


7.    

Additional Rent.


 



a.                
Tenant's Share; Base Year. Effective as the Substitute Premises Effective Date, and continuing through the Expiration Date
(as amended by Paragraph 4 above), (i) Tenant's Share (as set forth in Paragraph 2.e. of the Lease) shall be revised to be 6.89%,
and (ii) the Base Year (as set forth in Paragraph 2.f. of the Lease) shall be revised to be the 201 I calendar year. Notwithstanding
the foregoing, no payments of Operating Expenses or Tax Expenses shall be due under Paragraphs 7.a. or 7.b. of the Lease for the
first twelve (12) months following the Substitute Premises Effective Date.



 


In
addition, upon the Substitute Premises Effective Date, Tenant's obligation under the Lease for Additional Rent for the Original
Premises shall cease; provided, however, that Tenant shall remain obligated for any sums due on account of the Original Premises
under Paragraph 7.f. of the Lease based on the completion of the annual reconciliation of Additional Rent for the 1920 Building
for the 201.1 calendar year, with Tenant's Additional Rent obligation to be prorated to take into account the date the Original
Premises were deleted from the Tease.


 


b.                
Cap on Controllable Operating Expenses.Effective as of the Substitute Premises Effective Date, the following language
is added to the end of Paragraph 7.a. of the Lease:


 


"Notwithstanding
anything to the contrary herein, for purposes of calculating the Additional Rent due from Tenant pursuant to this Paragraph 7.a.,
Controllable Operating Expenses (as defined below) may not increase by more than five percent (5%) per year following the Base
Year, which permitted increase shall be on a cumulative basis. For purposes hereof, "Controllable Operating Expenses"
shall mean all Operating Expenses other than (i) costs of insurance, (ii) costs of utilities, (iii) costs incurred to reduce the
foregoing costs or the rate of increase in such costs, and (iv) increases in any Operating Expenses that are attributable to increases
in the governmentally mandated minimum wage or other governmentally mandated requirements." 
  









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c.                     
Proposition 8. Effective as of the Substitute Premises Effective Date, (i) the second sentence of the first grammatical
paragraph of Paragraph 7.b. of the Lease (which sentence begins with the words "Notwithstanding the foregoing, if any reassessment")
is deleted from the Lease and (ii) the following language is added to the end of Paragraph 7.b.:


 


"Notwithstanding the foregoing,
the amount of Tax Expenses incurred by Landlord in the Base Year or any calendar year subsequent thereto shall be calculated without
taking into account any change in real estate taxes obtained as the result of a change in the assessed value of the Real Property
pursuant to Proposition 8 (a "Proposition 8 Reduction"). In the event that a Proposition 8 Reduction is obtained with
respect to the Real Property, then (i) during the period that such Proposition 8 Reduction is in effect, Tax Expenses incurred
by Landlord during such period shall be deemed to be the Tax Expenses that Landlord would have incurred if the Real Property were
assessed based on its factored Proposition 13 base year value (rather than reflecting any change in the assessment produced by
any Proposition 8 Reduction), as the same may be adjusted from time to time (it being acknowledged that the amount of Tax Expenses
that Landlord collects from tenants at the Real Property may exceed the amount of Tax Expenses actually incurred by Landlord during
such period), (ii) any costs and expenses incurred by Landlord in securing any Proposition 8 Reduction shall not be included in
Tax Expenses or Operating Expenses, and (iii) any tax refunds or tax savings due to a Proposition S Reduction shall not be deducted
from Tax Expenses nor refunded to Tenant, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that
this Paragraph 7.b. is not intended in any way to affect the inclusion in Tax Expenses of any increases in Tax Expenses including
without limitation, increases due to (x) a reassessment of the Real Property, including without limitation, reassessments resulting
from (I) any transaction or event that might constitute a change of ownership of the Real Property, (2) new construction at the
Real Property or (3) any change in the assessment due to the annual upward indexing of assessed values or (y) an increase in the
tax rate applicable to the Real Property."


 


8.    
Subordination and Non-Disturbance. Landlord shall request that the current holder of a Superior Interest issue a subordination
and a non-disturbance agreement to Tenant, not later than ninety (90) days following the Substitute Premises Effective Date, recognizing
the Lease, as amended by this Amendment, provided that if, in order to obtain agreement Landlord is required to expend any sum,
Landlord shall so notify Tenant and Tenant may elect to pay such sum or to withdraw Tenant's request for such non-disturbance
agreement. In no event shall Landlord be required to expend any sums in connection therewith. The failure of any such holder of
a Superior Interest to execute and deliver such a non-disturbance agreement upon Landlord's request shall not constitute a default
hereunder by Landlord, it being understood that Landlord's sole obligation is to request in good faith the execution and delivery
of such agreement.


    
 


9.    

Parking. Effective as of the Substitute Premises Effective Date, Paragraph 53.a. of the Lease is deleted in its entirety
and replaced with the following


 


"a.
Commencing upon the Substitute Premises Effective Date (as defined in the First Amendment to Lease amending this Lease (the
"First Amendment")), and continuing throughout the term of this Lease, Landlord shall Tease to Tenant, and Tenant
shall lease from Landlord, on an unassigned, non-exclusive and unlabelled basis, seventy-eight (78) parking spaces in the
parking facilities for the Building (the "Parking Facilities"). Upon not less than thirty (30) days prior written
notice to Landlord, Tenant shall have the right to convert up to four (4) of the unassigned parking spaces to covered and
reserved parking spaces in the Parking Facilities. Tenant shall pay Landlord or the operator of the Parking Facility, as
directed by Landlord, for the parking spaces leased by Tenant hereunder (i) during the Extension Term (as defined in the
First Amendment), Forty Dollars ($40.00) per month for each unassigned parking space and One Hundred Dollars ($100.00) per
month for each covered and reserved parking space and (ii) during the renewal term provided for in Paragraph 59 below (if
Tenant exercises the same), the rate or charge in effect from time to time for parking in the Parking Facilities for the type
of space leased. Tenant acknowledges that the hourly rates or charges in effect may vary from time to time based on, among
other things, the time of day, type of parking (e.g., valet, self-park, or tandem) and general rate increases. The
aforementioned parking charges shall be in addition to all taxes, assessments or other impositions imposed by any
governmental entity in connection with Tenant's use of the parking spaces, which taxes shall be paid by Tenant, or if
required to be paid by Landlord, shall be reimbursed to Landlord by Tenant (in either case as rent) concurrently with the
payment of the parking charges described above.


 


Notwithstanding
anything to the contrary above, Tenant shall not be required to lease all of the parking spaces allocated to Tenant above and
shall only pay for those parking spaces actually leased by Tenant. Tenant shall advise Landlord of the number of parking spaces
Tenant desires from time to time. If Tenant desires to lease a parking space(s) not previously leased by Tenant, Tenant shall
advise Landlord thereof in writing and Landlord shall make such parking spaces available to Tenant not later than fifteen (15)
days after Tenant's written request therefor."


 









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10.    
 Right of First Offer. Effective
as of the date hereof, Paragraph 58 of the Lease is deleted in its entirety and the following provisions substituted therefor:


 


"58.
Right of First Offer.


 


a.                First
Offer Right; Available Space. Subject to the provisions of this Paragraph 58, throughout the Extension Term (as defined in
the First Amendment) (but not during the final nine (9) months of the Extension Term, unless the Lease term has been further extended),
Tenant shall have a continuing right of first offer to lease any increment of space located on the ninth (9th) floor
of the Building that is contiguous to the Premises and that becomes "available for lease" (as defined below)(each such
space being referred to herein as a "First Offer Increment"). A First Offer Increment shall not be deemed "available
for lease" if the tenant under an expiring lease of such space desires to renew or extend its lease, whether pursuant to
a renewal option or a new arrangement with Landlord, or if any tenant of the Building exercises an option or right of first offer
to lease such space, which option or right of first offer existed as of the date of this Lease. Upon Landlord obtaining knowledge
that a First Offer Increment will be available for lease, Landlord shall send Tenant a written notice (the "First Offer Notice")
which (i) identifies the First Offer Increment and specifies the rentable square footage thereof, (ii) specifies the availability
date (or estimated availability date), and (iii) if the First Offer Increment will be added to the Lease after the end of the
Second Lease Year (as defined in Paragraph 5 of the First Amendment) sets forth Landlord's good faith determination of the fair
market rent (as defined below) for the First Offer Increment for the Lease term as to the First Offer Increment and, if fair market
terms include a tenant improvement allowance, Landlord's good faith determination of the amount of such improvement allowance.


      
 


The
parties acknowledge that, as of the date of this Lease, all of the rentable area of the ninth (9th) floor of the Building
that is not a part of the Premises is available for lease. Notwithstanding the fact that all of such space is available for lease
as of the date of this Lease, Landlord may not deliver a First Offer Notice to Tenant for a First Offer Increment unless and until
Landlord receives from a third party a bonafide expression of interest in leasing the subject First Offer Increment. Once Landlord
has delivered a First Offer Notice to Tenant for a particular First Offer Increment, the subject First Offer Increment shall be
subject to the provisions of this Paragraph 58 without limitation.


 


b.                Exercise
of First Offer Right. If Tenant receives a First Offer Notice for a particular First Offer Increment and desires to lease
the subject First Offer Increment, Tenant shall, within ten (10) days after Landlord's delivery of the First Offer Notice, notify
Landlord thereof in writing ("Tenant's Exercise Notice"). If the First Offer Increment will be added to the Lease after
the end of the Second Lease Year, Tenant's Exercise Notice shall also advise Landlord that Tenant either (i) elects to lease the
First Offer Increment on the terms set forth in the First Offer Notice or (ii) elects to lease the First Offer Increment, but
desires to have the fair market rent and market tenant improvement allowance (if any) for the subject First Offer Increment determined
by appraisal in accordance with the procedures set forth in Paragraph 59.c. of the Lease. If the First Offer Increment will be
added to the Lease after the end of the Second Lease Year and Tenant's Exercise Notice does not specify whether Tenant has selected
(i) or (ii) from the immediately preceding sentence, Tenant shall be deemed to have selected item (i). If Tenant's Exercise Notice
selected item (ii), then the parties shall comply with the procedures of Paragraph 59.c. of the Lease to determine the fair market
rent and the market improvement allowance (if any) for the subject First Offer Increment (with the fifteen (15) day period referred
to in the first sentence of Paragraph 59.c. being the fifteen (15) day period following the date of Tenant's Exercise Notice)
and the results of the appraisal procedure shall be binding on the parties and Tenant may not revoke its exercise of the of the
first offer right. (Tenant's Exercise Notice must be for the entire First Offer Increment covered by the subject First Offer Notice
and Tenant may not lease only a portion of the First Offer Increment being offered.) If Tenant does not deliver a Tenant's Exercise
Notice within the required ten (10) day period, then Landlord shall have a period of three (3) months to lease the First Offer
Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party
within the aforementioned three (3) month period, then Landlord must again comply with the notice provisions of Paragraph 58.a.
above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its right of first offer and Landlord
enters into a lease of the First Offer Increment with a third party, Tenant's right of first offer shall again apply to the First
Offer Increment if such space becomes "available for lease" at a later date during the Extension Term.


 



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c.                Terms
and Conditions. If Tenant timely exercises its right to lease a First Offer Increment, Landlord and Tenant shall promptly
enter into an amendment of this Lease adding such First Offer Increment to the Premises on all the terms and conditions set forth
in this Lease as to the then Premises hereunder (including parking), except that (i) the First Offer Increment shall be delivered
to Tenant in its then "as-is" condition; except that (x) if the First Offer Increment is leased by Tenant prior to the
end of the Second Lease Year, then Tenant shall receive the same Landlord's Allowance per rentable square foot that Tenant received
for the Substitute Premises under the First Amendment, pro-rated to reflect the remainder of the Extension Term as of the date
Tenant leases the First Offer Increment, and Landlord shall bear the costs of demolition, without application of Landlord's Allowance
to the costs of demolition and (y) if the First Offer Increment will be added to the Lease after the end of the Second Lease Year,
Tenant shall receive any improvement allowance provided for in the First Offer Notice or established by the appraisal procedure
(if applicable), (ii) the term of the lease to Tenant of such First Offer Increment shall commence upon the date the First Offer
Increment is delivered to Tenant and shall continue coextensively with the remaining term hereof and any extension thereof, (iii)
the Monthly Rent payable by Tenant for the First Offer Increment shall be (x) if the First Offer Increment is added to the Lease
during the First Lease Year or the Second Lease Year (as defined in Paragraph 5 of the First Amendment), the rate per square foot
paid by Tenant for the Substitute Premises under the First Amendment, as such monthly rental rate may adjust from time to time
during the Extension Term, and (y) if the First Offer Increment is added to the lease after the end of the Second Lease Year,
the then-fair market rent as set forth in the First Offer Notice or established by the appraisal procedure (if applicable), (iv)
Tenant's Share for the First Offer Increment shall be calculated by dividing the rentable square footage of the First Offer Increment
by the rentable square footage of the Building, (v) the Base Year for the First Offer Increment shall be the calendar year in
which the First Offer Increment is added to the Lease (except that, if the Monthly Rent is calculated pursuant to item (iii)(x)
of this sentence, then the Base Year shall be the calendar year 2011, and if the commencement date of the First Offer Increment
is after the Second Lease Year and falls on a date between October 1st and December 31st of the subject
year, then the Base Year for the First Offer Increment shall be the next calendar year) and (vi) Tenant's allocation of unreserved
parking spaces under Paragraph 52.a. of the Lease (as amended by the First Amendment) shall be proportionately increased and the
parking rates set forth in Paragraph 52.a. of the Lease for the Extension Term shall apply to such additional spaces. For purposes
of this Paragraph 58.c., the term "fair market rent" shall have the meaning set forth in Paragraph 59.b below with references
therein to the "Premises" being deemed to refer to the First Offer Increment and disregarding any provisions which by
their nature pertain only to the renewal term and the rate shall be 100% of fair market rent (not 95%).


 


If
Tenant exercises the right of first offer granted herein, Landlord does not guarantee that the First Offer Increment will be available
on the stated availability date for the lease thereof, if the then existing occupants of the First Offer Increment shall hold-over,
or for any other reason beyond Landlord's reasonable control, but Landlord shall deliver the First Offer Increment to Tenant as
soon as commercially reasonably possible after the stated availability date.


 


d.                Delay
in Determination of Basic Rent. If the fair market rent is not established prior to the commencement of the Lease term as
to a First Offer Increment, then Tenant shall pay Monthly Rent and Additional Rent at the same rate per rentable square foot that
Tenant then pays for the Premises and, after the fair market rent has been determined, Tenant shall pay any deficiency in the
amount paid by Tenant during such period, within thirty (30) days following the date Tenant receives from Landlord a written invoice
for the amount of such deficiency, or, if Tenant paid excess rent during such period, Landlord shall credit such excess to the
rent next due under this Lease.


 


e.                Limitation on Tenant's Right of First Offer. Notwithstanding the foregoing, if (i) on the date of exercise of the right
of first offer, or the date immediately preceding the date the Lease term for the First Offer Increment is to commence, there
exists an uncured Event of Default or there is a breach of this Lease by Tenant that subsequently matures into an Event of Default,
or (ii) on the date immediately preceding the date the Lease term for the First Offer Increment is to commence Tenant named herein
(a) is not in occupancy of at least seventy percent (70%) of the Premises then leased hereunder or (b) does not intend to occupy
at least seventy percent (70%) of the Premises, together with the entire First Offer Increment, then, at Landlord's option, Tenant
shall have no right to lease the First Offer Increment and, at Landlord's option, the exercise of the right of first offer shall
be null and void.



 


f.                Acceleration
of 9th Floor Common Area Renovation. If Tenant leases the balance of the rentable area of the ninth
(9th) floor prior to the end of the First Lease Year, then, if Landlord has not already commenced the renovation
of the ninth (9th) floor common areas pursuant to Paragraph 2.h. of the First Amendment, Landlord shall commence
the same as soon as reasonably possible following Tenant's lease of the balance of the ninth (9th)
floor.


 









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g.                Restriction
on 9th Floor Access. If, at any time during the  Lease term (as the same may be extended), Tenant leases
all of the rentable area of the ninth (9th) floor of the Building, Landlord agrees that access to the ninth
(9th) floor from the elevator shall, at Tenant's request, be restricted to Tenant and persons authorized by Tenant
to enter, provided that Landlord shall have access to the Premises in accordance with the provisions of this Lease and the security
system utilized to create such restricted access shall comply with Landlord's security requirements for the Building. The cost
of creating and maintaining such restricted access for Tenant shall be borne by Tenant."


 


11.       
Renewal Option. The renewal option provided for in Paragraph 59 of the Lease shall continue in effect, except that (i)
the renewal option shall apply to the Substitute Premises rather than the Original Premises, (ii) the renewal period is hereby
modified to be the three (3) year period commencing on the date immediately following the Expiration Date (as extended by Paragraph
4 above), (iii) the exercise notice shall be given by Tenant, if at all, not earlier than nine (9) months nor later than six (6)
months prior to such Expiration Date and (iv) the rental rate referenced in item (iii) of Paragraph 59.b. is hereby modified to
be ninety-five percent (95%) of fair market rental value (rather than 100%).


 


12.    

Signage and Directories., Exterior Signage.


 


a.                Signage
and Directories. The provisions of Paragraph 52 of the Lease shall apply in full to the Substitute Premises, so that Landlord
shall provide suite and directory signage for Tenant in the 2010 Building in accordance with such Paragraph 52.


 


b.                Exterior Signage. Landlord shall use commercially reasonable efforts to secure approval from the City of Irvine (the
"City") for placement of one or more tenant names on the granite buttress adjacent to the 2010 Building's main entry
("Buttress Signage"); provided, however, that Landlord shall not be required to expend more than a collective total
of One Thousand Five Hundred Dollars ($1,500.00) in City application or permit fees, design costs or other costs in connection
with such efforts to obtain City approval for such Buttress Signage. If the aforementioned costs to obtain City approval of the
Buttress Signage will exceed One Thousand Five Hundred Dollars ($1,500.00), Landlord shall be required to proceed with Landlord's
efforts to obtain City approval only if Tenant pays Landlord the costs in excess of such amount. If the Buttress Signage is ultimately
approved by the City, Tenant shall be entitled to have Tenant's name and logo on the Buttress Signage, subject to the terms of
this Paragraph 12.b.



 


i.           
Design and Approval. Tenant's sign on the Buttress Signage ("Exterior Signage") shall contain only Tenant's name,
logo or abbreviation and shall be subject to Landlord's prior written approval (in Landlord's sole discretion) with regard to
size, design, color, materials, content, exact location and method of installation, and shall be appropriate for a first-class
high rise office building, in conformity with the overall design and ambiance of the Real Property and in compliance with all
applicable Legal Requirements and the signage requirements in the recorded covenants, conditions and restrictions applicable to
the Project (collectively, the "Legal Signage Restrictions"). The cost of the design, manufacture and installation of
the Exterior Signage, as well as the cost of obtaining City approval for Tenant's particular Exterior Signage, shall be borne
by Tenant. The Exterior Signage, as approved by Landlord in writing, may not be modified, replaced or removed without Landlord'
prior written approval, in Landlord's sole discretion.


 


ii.        
  Installation and Maintenance of Exterior Signage. The installation of the Exterior Signage shall be performed
by contractors approved in advance by Landlord in writing and in accordance with Landlord's reasonable construction and insurance
requirements. During the period that the Exterior Signage is installed at the Building, Tenant shall, at Tenant's sole cost, maintain
the Exterior Signage in a good and first class condition appropriate for a first class office Building in the Irvine Concourse
and in accordance with all applicable Legal Requirements; provided, however, at Landlord's election, Landlord may perform any
such cleaning, maintenance, repair or modification of the Exterior Signage or other portions of the Real Property required to
effect compliance with Legal Requirements, in which event, Tenant shall pay the competitive and commercially reasonable costs
of such work to Landlord within thirty (30) days after receipt of Landlord's invoice therefor.


 



iii.         
Removal of Exterior Signage. If, at any time during the term hereof, Tenant (1) is not in occupancy and conducting business
in at least 19,594 rentable square feet of space in the Building and/or (ii) Tenant is in monetary breach under the Lease and
such monetary breach is not cured within twenty (20) days following Landlord's written notice to Tenant of such monetary breach,
then Landlord may terminate Tenant's right to have the Exterior Signage, which termination shall be effected by written notice
from Landlord to Tenant given at any time prior to the date Tenant commences to conduct business in at least 19,594 rentable square
feet of space in the Building, or cures Tenant's monetary breach, as applicable. If Tenant receives a termination notice, Tenant
shall, within fifteen (15) days following such termination, remove the Exterior Signage and perform the restoration work in accordance
with the immediately following grammatical paragraph; provided, however, if Landlord requests that, notwithstanding the fact that
Tenant's right to the Exterior Signage has been terminated by Landlord, the Exterior Signage remain in place until such
time as replacement signage is installed for another tenant, then Tenant shall not remove the Exterior Signage in accordance with
the immediately following grammatical paragraph until requested by Landlord. Tenant's subsequent cure of the monetary breach,
or subsequent lease of the required square footage, shall not reinstate Tenant's right to the Exterior Signage if Landlord previously
delivered a termination notice pursuant to the foregoing.






 












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Upon
the expiration or earlier termination of the Lease, or if Tenant is required by Landlord pursuant to the immediately preceding
grammatical paragraph to the remove the Exterior Signage during the term of the Lease, or if Legal Requirements no longer permit
the Exterior Signage to remain on the Building for any reason, Tenant shall, at Tenant's sole cost and expense, remove the Exterior
Signage and repair and restore the affected areas of the Building and Real Property to their original condition at the time the
Exterior Signage was installed, ordinary wear and tear excepted; provided, however, at Landlord's election upon written notice
to Tenant, Landlord may perform the foregoing removal and restoration work, in which event Tenant shall pay the reasonable costs
of such work to Landlord within thirty (30) days after receipt of Landlord's invoice therefor.


 


13.    

Brokers. Tenant represents and warrants to Landlord that Tenant has negotiated this Amendment directly with Orion Property
Partners, Inc., and CB Richard Ellis ("Brokers") and has not authorized or employed, or acted by implication to authorize
or to employ, any other real estate broker or salesman to act for Tenant in connection with this Amendment. Tenant shall hold
Landlord harmless from and indemnify and defend Landlord against any and all claims by any real estate broker or salesman other
than the aforementioned Brokers for a commission, finder's fee or other compensation as a result of the inaccuracy of Tenant's
representation above. Pursuant to separate written agreements, Landlord shall pay any commission or fee due to the Brokers in
connection with the execution of this Amendment and Tenant shall have no responsibility therefor.


 


14.    

Authority. If Tenant is a corporation, partnership, trust, association or other entity, Tenant and each person executing
this Amendment on behalf of Tenant hereby covenants and warrants that (a) Tenant is duly incorporated or otherwise established
or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is
duly qualified to do business in the state of California, (c) Tenant has full corporate, partnership, trust, association or other
appropriate power and authority to enter into this Amendment and to perform all Tenant's obligations under the Lease, as amended
by this Amendment, and (d) each person (and all of the persons if more than one signs) signing this Amendment on behalf of Tenant
is duly and validly authorized to do so.


 


15.     No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an
offer to lease or to amend the Lease, or a reservation of or option for lease or to amend the Lease, and this instrument will
not be effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.


 


16.    
Lease in Full Force and Effect. Except as provided above, the Lease is unmodified hereby and remains in full force and
effect.


 


IN
WITNESS WHEREOF, the parties have executed this document as of the date and year first above written.


 


	Landlord:	 	Tenant:
	 	 	 
	SRI NINE MAIN PLAZA LLC, 		FUTURE ADS LLC,
	a Delaware limited company	 	a California limited liability company
	 	 	 	 	 
	By:	/s/ James A. Prone



	 	By	/s/
    Jared Pobre
	 	 	 	 	 
	Name:	 	 	Name	Jared Pobre
	 	 	 	 	 
	Title:	 	 	Title 	CEO


 





Exhibits



 




A - Outline
of Substitute Premises 

B - Form of Letter Confirming Relevant Dates

C
- Tenant Approved Plans




  









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EXHIBIT
A


 


Outline
of Substitute Premises


 


 





 









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EXHIBIT
B


 


Form
of letter confirming relevant dates


 


_________________,
2011


 


Future
Ads LLC


2010
Main Street, Suite 900


Irvine,
CA 92614


 


		Re:	Lease,
                        dated
    as of December 10, 2008, as amended (the "Lease"), between SRI Nine Main Plaza LLC, a Delaware limited liability
    company ("Landlord") and Future Ads LLC, a California limited liability company ("Tenant") for premises
    on the 9th floor of the building (the "Building") located at 2010 Main Street, Irvine, CA.




 


Gentlemen
and Ladies:


 





Reference
is hereby made to the First Amendment to Lease, dated as of March , 2011 (the "First Amendment"), between Landlord and
Tenant, pursuant to which certain premises on the ninth (9th) floor of the building known as 2010 Main Street, Irvine,
California (the "Substitute Premises") are being substituted for your original premises located on the fifth (56)
floor of the building known as 1920 Main Street, Irvine, California. All capitalized terms not otherwise defined in this letter
shall have the meaning given them in the First Amendment.


 


Pursuant
to Paragraph 1,a, of the First Amendment, this letter shall confirm the following:


 


1.The
Substitute Premises Effective Date (as defined in Paragraph 1.a. of the First Amendment)
is                             ;
and


 


2.The
Expiration Date (as amended by Paragraph 4 of the First Amendment) is __________, which is the last day of the eighty-fourth (84th)
full calendar month following the
 Substitute Premises Effective Date.


 


Please
acknowledge Tenant's agreement to the foregoing by executing both duplicate originals of this letter and returning one fully executed
duplicate original to Landlord at the address on this letterhead. If Landlord does not receive a fully executed duplicate original
of this letter from Tenant evidencing Tenant's agreement to the foregoing (or a written response setting forth Tenant's disagreement
with the foregoing) within fifteen (15) days of the date of this letter, Tenant will be deemed to have consented to the terms
set forth herein.


 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	SRI NINE MAIN PLAZA LLC,

a Delaware limited liability company
	 	 	 	 	 
	 	 	 	By	 
	 	 	 	 	 
	 	 	 	Its authorized signatory
	 	 	 	 
	The undersigned agrees to the dates set forth above:	 	 	 
	 	 	 	 	 
	FUTURE ADS LLC,	 	 	 
	a California limited liability company	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	Name	 	 	 	 
	Title	 	 	 	 


 






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EXHIBIT
C


 


Tenant
Approved Plan


 


[see
attached page]


 






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