Exhibit 10.9
	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
1
of
19
1.
Basic
Provisions
("Basic
Provisions")
..
1.1
Pares.
This
Lease
("
Lease
"),
dated
for
reference
purposes
only
September
3
,
2021
,
is
m
ade
by
and
between
Adaya
Slover
Holdings,
LLC,
a
Delaware
limited
liability
company
("
Lessor
")
and
Lulu's
Fashion
Lounge,
LLC
,
a
Delaware
limited
liability
company
("
Lessee
"),
(collecvely
the
"
Pares
",
or
individually
a
"
Party
")
..
1.2(a)
Premises:
That
certain
real
property,
including
all
improvements
therein
or
to
be
provided
by
Lessor
under
the
terms
of
this
Lease,
commonly
known
as
(street
address,
unit/suite,
city,
state,
zip)
:
3951
E
..
Earlstone
Street,
Ontario
CA
91
761
("
Premises
")
..
The
Premises
are
located
in
the
County
of
San
Bernardino
,
and
are
generally
described
as
(describe
briefly
the
n
ature
of
the
Premises
and
the
"Project")
:
An
approximate
140
,
400
square
foot
free
standing
industrial
building
within
an
approximate
550
,
754
square
foot
project
..
In
addion
to
Lessee's
rights
to
use
and
occupy
the
Premises
as
he
reinaer
specified,
Lessee
shall
have
non
-
exclusive
rights
to
any
ulity
raceways
of
the
building
containing
the
Premises
(
"Building
")
and
to
the
Common
Areas
(as
defined
in
Paragraph
2.7
below),
but
shall
not
have
any
rights
to
the
roof,
or
exterior
walls
of
the
Building
or
to
any
other
buildings
in
the
Project.
The
Premises,
the
Building,
the
Common
Areas,
the
land
upon
which
they
are
located,
along
with
all
other
buildings
and
improvements
thereon,
are
herein
c
ollecvely
referred
to
as
the
"
Project
..
"
(See
also
Paragraph
2)
1.2(b)
Parking:
105
unreserved
vehicle
parking
spaces.
(See
also
Paragraph
2.6)
1.3
Term:
seven
(
7
)
years
and
two
(
2
)
months
("
Original
Term
")
commencing
December
1
,
20
21
("
Commencement
Date
")
and
ending
January
31
,
2029
("
Expiraon
Date
")
..
(See
also
Paragraph
3)
1.4
Early
Possession:
If
the
Premises
are
available
Lessee
may
have
non
-
exclusive
possession
of
the
Premises
commencing
11
/
1
/
21
("
Early
Possession
Date
")
..
(See
also
Paragraphs
3.2
and
3.3)
1.5
Base
Rent:
$
161
,
460.00
per
month
("
Base
Rent
"),
payable
on
the
first
(
1
st)
day
of
each
month
commencing
December
1
,
2021
..
(See
also
Paragraph
4)
If
this
box
is
checked,
there
are
provisions
in
this
Lease
for
the
Base
Rent
to
be
adjusted.
See
Paragraph
50
..
1.6
Lessee's
Share
of
Common
Area
Operang
Expenses:
twenty
five
point
four
nine
percent
(
25.
49
%)
("
Lessee's
Share
")
..
In
the
event
that
the
size
of
the
Premises
and/or
the
Project
are
modified
during
the
term
of
this
L
ease,
Lessor
shall
recalculate
Lessee's
Share
to
reflect
such
modificaon.
1.7
Base
Rent
and
Other
Monies
Paid
Upon
Execuon:
1.8
Agreed
Use
:
Warehousing
and
distribution
of
consumer
goods,
general
business
offices,
sales,
training,
and
any
other
lawful
permitted
use
incidental
thereto
..
(See
also
Paragraph
6)
1.9
Insuring
Party.
Lessor
is
the
"
Insuring
Party
".
(See
also
Paragraph
8)
1.10
Real
Estate
Brokers.
(See
also
Paragraphs
15
and
25)
agency
relaonships
in
this
Lease
with
the
following
real
estate
brokers
("
Broker(s)
")
and/or
th
eir
agents
("Agent(s)")
:
Lessor's
Brokerage
Firm
Cushman
&
Wakefield/Meridian
Group,
Ltd
..
License
No.
00616335
Is
the
broker
of
(check
one)
:
the
Lessor;
or
both
the
Lessee
and
Lessor
(dual
agent)
..
Lessor's
Agent
Chuck
Beldon/Kyle
Kehner,
Amr
Tannir
License
No.
00844840
/
01239566
/
01007962
is
(check
one)
:
the
Lessor's
Agent
(salesperson
or
broker
associate);
or
both
the
Lessee's
Agent
an
d
the
Lessor's
Agent
(dual
agent)
..
Lessee's
Brokerage
Firm
Savills
License
No.
00388260
Is
the
broker
of
(check
one)
:
the
Lesse
e;
or
both
the
Lessee
and
Lessor
(dual
agent)
..
Lessee's
Agent
Steve
Walbridge/Matt
Brainard
License
No.
00821038
/
01267600
is
(check
one)
:
t
he
Lessee's
Agent
(salesperson
or
broker
associate);
or
both
the
Lessee's
Agent
and
the
Lessor's
Agent
(dual
a
gent)
..
separate
wrien
agreement
(or
if
there
is
no
such
agreement,
the
sum
of
N/A
or
N/A
%
of
the
total
Base
Rent)
for
the
brokerage
services
rendered
by
the
Brokers.
1.11
Guarantor.
The
obligaons
of
the
Lessee
under
this
Lease
are
to
be
guaranteed
by
Lulu's
Fash
ion
Lounge
Holdings,
Inc,
a
Delaware
Corporation
("
Guarantor
")
..
(See
also
Paragraph
37)
See
Guarantee
of
Lease
1.12
Aachments.
Aached
hereto
are
the
following,
all
of
which
constute
a
part
of
this
Lease:
an
Addendum
consisng
of
Paragraphs
50
through
58
;
a
site
plan
depicng
the
Premises;
STANDARD
INDUSTRIAL/COMMERCIAL
MULTI
-
TENANT
LEASE
-
NET
(a)
Base
Rent:
$
161
,
460.00
for
the
period
12
/
1
/
21
-
12
/
31
/
21
..
(b)
Common
Area
Operang
Expenses:
The
current
esmate
for
the
period
12
/
1
/
21
-
12
/
31
/
21
is
$
18
,
489.29
..
(c)
Security
Deposit:
$
424
,
940.69
("
Security
Deposit
")
..
(See
also
Paragraph
5)
(d)
Other:
N/A
for
N/A
..
(e)
Total
Due
Upon
Execuon
of
this
Lease:
$
604
,
889.98
..
(a)
Representaon
:
Each
Party
acknowledges
receiving
a
Disclosure
Regarding
Real
Estate
Agency
Re
laonship,
confirms
and
consents
to
the
following
(b)
Payment
to
Brokers.
Upon
execuon
and
delivery
of
this
Lease
by
both
Pares,
Lessor
shall
p
ay
to
the
Brokers
the
brokerage
fee
agreed
to
in
a
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
2
of
19
a
site
plan
depicng
the
Project;
a
current
set
of
the
Rules
and
Regulaons
for
the
Project;
a
current
set
of
the
Rules
and
Regulaons
adopted
by
the
owners'
associaon;
a
Work
Leer;
other
(specify)
:
..
2.
Premises.
2.1
Leng
..
Lessor
hereby
leases
to
Lessee,
and
Lessee
hereby
leases
from
Lessor,
the
Premises,
for
the
term,
at
the
rental,
and
upon
all
of
the
terms,
covenants
and
condions
set
forth
in
this
Lease.
While
the
approximate
square
footage
of
the
Premi
ses
may
have
been
used
in
the
markeng
of
the
Premises
for
purposes
of
comparison,
the
Base
Rent
stated
herein
is
NOT
ed
to
square
footage
and
is
not
subjec
t
to
adjustment
should
the
actual
size
be
determined
to
be
different.
NOTE:
Lessee
is
advised
to
verify
the
actual
size
prior
to
execung
this
Lease.
2.2
Condion
..
Lessor
shall
deliver
that
poron
of
the
Premises
contained
within
the
Building
("
U
nit
")
to
Lessee
broom
clean
and
free
of
debris
on
the
Commencement
Date
or
the
Early
Possession
Date,
whichever
first
occurs
("
Start
Date
"),
and,
so
l
ong
as
the
required
service
contracts
described
in
Paragraph
7.1(b)
below
are
obtained
by
Lessee
and
in
effect
within
thirty
days
following
the
Start
Date,
warrants
th
at
the
exisng
electrical,
plumbing,
fire
sprinkler,
lighng,
heang,
venlang
and
air
condioning
systems
("
HVAC
"),
loading
doors,
sump
pumps,
if
any,
and
all
o
ther
such
elements
in
the
Unit,
other
than
those
constructed
by
Lessee,
shall
be
in
good
operang
condion
on
said
date,
that
the
structural
elements
of
the
roof,
beari
ng
walls
and
foundaon
of
the
Unit
shall
be
free
of
material
defects,
and
that
the
Unit
does
not
contain
hazardous
levels
of
any
mold
or
fungi
defined
as
toxic
under
appl
icable
state
or
federal
law.
If
a
non
-
compliance
with
such
warranty
exists
as
of
the
Start
Date,
or
if
one
of
such
systems
or
elements
should
malfuncon
or
f
ail
within
the
appropriate
warranty
period,
Lessor
shall,
as
Lessor's
sole
obligaon
with
respect
to
such
maer,
except
as
otherwise
provided
in
this
Lease,
promptly
aer
receipt
of
wrien
noce
from
Lessee
seng
forth
with
specificity
the
nature
and
extent
of
such
non
-
compliance,
malfuncon
or
failure,
recfy
same
at
Lessor's
expense.
The
warranty
periods
shall
be
as
follows:
(i)
6
months
as
to
the
HVAC
systems,
and
(ii)
30
days
as
to
the
remaining
systems
and
other
elements
of
the
Unit.
If
Lessee
does
not
give
Lessor
the
required
noce
within
the
appropriate
warranty
period,
correcon
of
any
such
non
-
compliance,
malfuncon
or
failure
sha
ll
be
the
obligaon
of
Lessee
at
Lessee's
sole
cost
and
expense
(except
for
the
repairs
to
the
fire
sprinkler
systems,
roof,
foundaons,
and/or
bearing
walls
-
see
Paragraph
7)
..
Lessor
also
warrants,
that
unless
otherwise
specified
in
wring,
Lessor
is
unaware
of
(i)
any
recorded
Noces
of
Default
affecng
the
Premise;
(ii)
any
delinquent
amounts
due
under
any
loan
secured
by
the
Premises;
and
(iii)
any
bankruptcy
proceeding
affecng
the
Premises.
2.3
Compliance
..
Lessor
warrants
that
to
the
best
of
its
knowledge
the
improvements
on
the
Premises
comply
with
the
building
codes,
applicable
laws,
covenants
or
restricons
of
record,
regulaons,
and
ordinances
("
Applicable
Requirements
")
tha
t
were
in
effect
at
the
me
that
each
improvement,
or
poron
thereof,
was
constructed.
Said
warranty
does
not
apply
to
the
use
to
which
Lessee
will
put
the
Pre
mises,
modificaons
which
may
be
required
by
the
Americans
with
Disabilies
Act
or
any
similar
laws
as
a
result
of
Lessee's
use
(see
Paragraph
49),
or
to
any
Alt
eraons
or
Ulity
Installaons
(as
defined
in
Paragraph
7.3(a))
made
or
to
be
made
by
Lessee.
NOTE:
Lessee
is
responsible
for
determining
whether
or
not
the
Applicable
Requi
rements,
and
especially
the
zoning
are
appropriate
for
Lessee's
intended
use,
and
acknowledges
that
past
uses
of
the
Premises
may
no
longer
be
allowed.
I
f
the
Premises
do
not
comply
with
said
warranty,
Lessor
shall,
except
as
otherwise
provided,
promptly
aer
receipt
of
wrien
noce
from
Lessee
seng
forth
wi
th
specificity
the
nature
and
extent
of
such
non
-
compliance,
recfy
the
same
at
Lessor's
expense.
If
Lessee
does
not
give
Lessor
wrien
noce
of
a
non
-
compliance
wit
h
this
warranty
within
6
months
following
the
Start
Date,
correcon
of
that
non
-
compliance
shall
be
the
obligaon
of
Lessee
at
Lessee's
sole
cost
and
expens
e.
If
the
Applicable
Requirements
are
hereaer
changed
so
as
to
require
during
the
term
of
this
Lease
the
construcon
of
an
addion
to
or
an
alteraon
of
the
Uni
t,
Premises
and/or
Building,
the
remediaon
of
any
Hazardous
Substance,
or
the
reinforcement
or
other
physical
modificaon
of
the
Unit,
Premises
and/or
Buildi
ng
("
Capital
Expenditure
"),
Lessor
and
Lessee
shall
allocate
the
cost
of
such
work
as
follows:
(a)
Subject
to
Paragraph
2.3(c)
below,
if
such
Capital
Expenditures
are
required
as
a
result
of
t
he
specific
and
unique
use
of
the
Premises
by
Lessee
as
compared
with
uses
by
tenants
in
general,
Lessee
shall
be
fully
responsible
for
the
cost
thereof,
provided,
however,
that
if
such
Capital
Expenditure
is
required
during
the
last
2
years
of
this
Lease
and
the
cost
thereof
exceeds
6
months'
Base
Rent,
Lessee
may
instead
terminate
this
Lease
unless
Lessor
nofies
Lessee,
in
wring,
within
10
days
aer
receipt
of
Lessee's
terminaon
noce
that
Lessor
has
elected
to
pay
the
diffe
rence
between
the
actual
cost
thereof
and
the
amount
equal
to
6
months'
Base
Rent.
If
Lessee
elects
terminaon,
Lessee
shall
immediately
cease
the
use
of
the
Pre
mises
which
requires
such
Capital
Expenditure
and
deliver
to
Lessor
wrien
noce
specifying
a
terminaon
date
at
least
90
days
thereaer.
Such
terminaon
date
sha
ll,
however,
in
no
event
be
earlier
than
the
last
day
that
Lessee
could
legally
ulize
the
Premises
without
commencing
such
Capital
Expenditure.
(b)
If
such
Capital
Expenditure
is
not
the
result
of
the
specific
and
unique
use
of
the
Premises
by
Lessee
(such
as,
governmentally
mandated
seismic
modificaons),
then
Lessor
shall
pay
for
such
Capital
Expenditure
and
Lessee
shall
only
be
obligat
ed
to
pay,
each
month
during
the
remainder
of
the
term
of
this
Lease
or
any
extension
thereof,
on
the
date
that
on
which
the
Base
Rent
is
due,
an
amount
equal
to
1/144
th
of
the
poron
of
such
costs
reasonably
aributable
to
the
Premises.
Lessee
shall
pay
Interest
on
the
balance
but
may
prepay
its
obligaon
at
any
me.
If,
however,
such
Capital
Expenditure
is
required
during
the
last
2
years
of
this
Lease
or
if
Lessor
reasonably
determines
that
it
is
not
economically
feasible
to
pay
its
sha
re
thereof,
Lessor
shall
have
the
opon
to
terminate
this
Lease
upon
90
days
prior
wrien
noce
to
Lessee
unless
Lessee
nofies
Lessor,
in
wring,
within
10
days
a
er
receipt
of
Lessor's
terminaon
noce
that
Lessee
will
pay
for
such
Capital
Expenditure.
If
Lessor
does
not
elect
to
terminate,
and
fails
to
tender
its
share
of
any
s
uch
Capital
Expenditure,
Lessee
may
advance
such
funds
and
deduct
same,
with
Interest,
from
Rent
unl
Lessor's
share
of
such
costs
have
been
fully
paid.
If
Lessee
is
unable
to
finance
Lessor's
share,
or
if
the
balance
of
the
Rent
due
and
payable
for
the
remainder
of
this
Lease
is
not
sufficient
to
fully
reimburse
Lessee
on
an
offset
basis,
Lessee
shall
have
the
right
to
terminate
this
Lease
upon
30
days
wrien
noce
to
Lessor.
(c)
Notwithstanding
the
above,
the
provisions
concerning
Capital
Expenditures
are
intended
to
appl
y
only
to
non
-
voluntary,
unexpected,
and
new
Applicable
Requirements.
If
the
Capital
Expenditures
are
instead
triggered
by
Lessee
as
a
result
of
an
actual
or
proposed
change
in
use,
change
in
intensity
of
use,
or
modificaon
to
the
Premises
then,
and
in
that
event,
Lessee
shall
either:
(i)
immediately
cease
such
changed
use
or
intensity
of
use
and/or
take
such
other
steps
as
may
be
necessary
to
eliminate
the
requirement
for
such
Capital
Expenditure,
or
(ii)
complete
such
Capital
Expenditure
at
its
own
expense.
Lessee
shall
not
have
any
right
to
terminate
this
Lease.
2.4
Acknowledgements
..
Lessee
acknowledges
that:
(a)
it
has
been
given
an
opportunity
to
inspect
a
nd
measure
the
Premises;
(b)
it
has
been
advised
by
Lessor
and/or
Brokers
to
sasfy
itself
with
respect
to
the
size
and
condion
of
the
Premises
(incl
uding
but
not
limited
to
the
electrical,
HVAC
and
fire
sprinkler
systems,
security,
environmental
aspects,
and
compliance
with
Applicable
Requirements
and
the
Ame
ricans
with
Disabilies
Act),
and
their
suitability
for
Lessee's
intended
use;
(c)
Lessee
has
made
such
invesgaon
as
it
deems
necessary
with
reference
to
such
m
aers
and
assumes
all
responsibility
therefor
as
the
same
relate
to
its
occupancy
of
the
Premises;
(d)
it
is
not
relying
on
any
representaon
as
to
the
size
of
the
Premises
made
by
Brokers
or
Lessor;
(e)
the
square
footage
of
the
Premises
was
not
material
to
Lessee's
decision
to
lease
the
Premises
and
pay
the
Rent
stated
herein;
and
(f)
neither
Lessor,
Lessor's
agents,
nor
Brokers
have
made
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
3
of
19
any
oral
or
wrien
representaons
or
warranes
with
respect
to
said
maers
other
than
as
set
for
th
in
this
Lease.
In
addion,
Lessor
acknowledges
that:
(i)
Brokers
have
made
no
representaons,
promises
or
warranes
concerning
Lessee's
ability
to
honor
the
Lease
or
suitability
to
occupy
the
Premises
and
(ii)
it
is
Lessor's
sole
responsibility
to
invesgate
the
financial
capability
and/or
suitability
of
all
proposed
tenants.
2.5
Lessee
as
Prior
Owner/Occupant
..
The
warranes
made
by
Lessor
in
Paragraph
2
shall
be
of
no
for
ce
or
effect
if
immediately
prior
to
the
Start
Date
Lessee
was
the
owner
or
occupant
of
the
Premises.
In
such
event,
Lessee
shall
be
responsible
for
any
nece
ssary
correcve
work.
2.6
Vehicle
Parking
..
Lessee
shall
be
entled
to
use
the
number
of
Parking
Spaces
specified
in
Para
graph
1.2(b)
on
those
porons
of
the
Common
Areas
designated
from
me
to
me
by
Lessor
for
parking.
Lessee
shall
not
use
more
parking
spaces
than
s
aid
number.
Said
parking
spaces
shall
be
used
for
parking
by
vehicles
no
larger
than
full
-
size
passenger
automobiles
or
pick
-
up
trucks,
herein
called
"
Permied
Size
Vehicles
..
"
Lessor
may
regulate
the
loading
and
unloading
of
vehicles
by
adopng
Rules
and
Regulaons
as
provided
in
Paragraph
2.9.
No
vehicles
other
than
Per
mied
Size
Vehicles
may
be
parked
in
the
Common
Area
without
the
prior
wrien
permission
of
Lessor.
In
addion:
(a)
Lessee
shall
not
permit
or
allow
any
vehicles
that
belong
to
or
are
controlled
by
Lessee
or
Les
see's
employees,
suppliers,
shippers,
customers,
contractors
or
invitees
to
be
loaded,
unloaded,
or
parked
in
areas
other
than
those
designated
by
Lessor
for
such
acvies.
(b)
Lessee
shall
not
service
or
store
any
vehicles
in
the
Common
Areas.
(c)
If
Lessee
permits
or
allows
any
of
the
prohibited
acvies
described
in
this
Paragraph
2.6,
then
Lessor
shall
have
the
right,
without
noce,
in
addion
to
such
other
rights
and
remedies
that
it
may
have,
to
remove
or
tow
away
the
vehicle
involved
and
charge
the
cost
to
Lessee,
which
cost
shall
be
immediately
payable
upon
demand
by
Lessor.
(d
)
T
his
a
three
(
3
)
building
campus,
so
the
parking
is
not
considered
exclusive
but
all
of
the
parking
associated
with
the
building
is
the
Lessee'
s
to
use
..
2.7
Common
Areas
-
Definion
..
The
term
"
Common
Areas
"
is
defined
as
all
areas
and
facilies
outs
ide
the
Premises
and
within
the
exterior
boundary
line
of
the
Project
and
interior
ulity
raceways
and
installaons
within
the
Unit
that
are
provided
and
de
signated
by
the
Lessor
from
me
to
me
for
the
general
non
-
exclusive
use
of
Lessor,
Lessee
and
other
tenants
of
the
Project
and
their
respecve
employees
,
suppliers,
shippers,
customers,
contractors
and
invitees,
including
parking
areas,
loading
and
unloading
areas,
trash
areas,
roofs,
roadways,
walkways,
driveways
and
landscaped
areas.
2.8
Common
Areas
-
Lessee's
Rights
..
Lessor
grants
to
Lessee,
for
the
benefit
of
Lessee
and
its
em
ployees,
suppliers,
shippers,
contractors,
customers
and
invitees,
during
the
term
of
this
Lease,
the
non
-
exclusive
right
to
use,
in
common
with
others
en
tled
to
such
use,
the
Common
Areas
as
they
exist
from
me
to
me,
subject
to
any
rights,
powers,
and
privileges
reserved
by
Lessor
under
the
terms
hereof
or
under
t
he
terms
of
any
rules
and
regulaons
or
restricons
governing
the
use
of
the
Project.
Under
no
circumstances
shall
the
right
herein
granted
to
use
the
Common
Areas
b
e
deemed
to
include
the
right
to
store
any
property,
temporarily
or
permanently,
in
the
Common
Areas.
Any
such
storage
shall
be
permied
only
by
the
prior
wrien
consent
of
Lessor
or
Lessor's
designated
agent,
which
consent
may
be
revoked
at
any
me.
In
the
event
that
any
unauthorized
storage
shall
occur,
then
Lessor
sh
all
have
the
right,
without
noce,
in
addion
to
such
other
rights
and
remedies
that
it
may
have,
to
remove
the
property
and
charge
the
cost
to
Lessee,
which
cost
sh
all
be
immediately
payable
upon
demand
by
Lessor.
2.9
Common
Areas
-
Rules
and
Regulaons
..
Lessor
or
such
other
person(s)
as
Lessor
may
appoint
sh
all
have
the
exclusive
control
and
management
of
the
Common
Areas
and
shall
have
the
right,
from
me
to
me,
to
establish,
modify,
amend
and
enforc
e
reasonable
rules
and
regulaons
("
Rules
and
Regulaons
")
for
the
management,
safety,
care,
and
cleanliness
of
the
grounds,
the
parking
and
unloading
of
vehic
les
and
the
preservaon
of
good
order,
as
well
as
for
the
convenience
of
other
occupants
or
tenants
of
the
Building
and
the
Project
and
their
invitees.
Lessee
agrees
to
abide
by
and
conform
to
all
such
Rules
and
Regulaons,
and
shall
use
its
best
efforts
to
cause
its
employees,
suppliers,
shippers,
customers,
contractors
and
inv
itees
to
so
abide
and
conform.
Lessor
shall
not
be
responsible
to
Lessee
for
the
non
-
compliance
with
said
Rules
and
Regulaons
by
other
tenants
of
the
Project.
2.10
Common
Areas
-
Changes
..
Lessor
shall
have
the
right,
in
Lessor's
sole
discreon,
from
me
to
me:
(a)
To
make
changes
to
the
Common
Areas,
including,
without
limitaon,
changes
in
the
locaon,
size,
shape
and
number
of
driveways,
entrances,
parking
spaces,
parking
areas,
loading
and
unloading
areas,
ingress,
egress,
direcon
of
traffi
c,
landscaped
areas,
walkways
and
ulity
raceways;
(b)
To
close
temporarily
any
of
the
Common
Areas
for
maintenance
purposes
so
long
as
reasonable
acc
ess
to
the
Premises
remains
available;
(c)
To
designate
other
land
outside
the
boundaries
of
the
Project
to
be
a
part
of
the
Common
Areas;
(d)
To
add
addional
buildings
and
improvements
to
the
Common
Areas;
(e)
To
use
the
Common
Areas
while
engaged
in
making
addional
improvements,
repairs
or
alteraon
s
to
the
Project,
or
any
poron
thereof;
and
(f)
To
do
and
perform
such
other
acts
and
make
such
other
changes
in,
to
or
with
respect
to
the
Co
mmon
Areas
and
Project
as
Lessor
may,
in
the
exercise
of
sound
business
judgment,
deem
to
be
appropriate.
3.
Term.
3.1
Term
..
The
Commencement
Date,
Expiraon
Date
and
Original
Term
of
this
Lease
are
as
specified
in
Paragraph
1.3.
3.2
Early
Possession
..
Any
provision
herein
granng
Lessee
Early
Possession
of
the
Premises
is
subj
ect
to
and
condioned
upon
the
Premises
being
available
for
such
possession
prior
to
the
Commencement
Date.
Any
grant
of
Early
Possession
only
conveys
a
no
n
-
exclusive
right
to
occupy
the
Premises.
If
Lessee
totally
or
parally
occupies
the
Premises
prior
to
the
Commencement
Date,
the
obligaon
to
pay
Base
Rent
sha
ll
be
abated
for
the
period
of
such
Early
Possession.
All
other
terms
of
this
Lease
(including
but
not
limited
to
the
obligaons
to
pay
Lessee's
Share
of
Common
A
rea
Operang
Expenses,
Real
Property
Taxes
and
insurance
premiums
and
to
maintain
the
Premises)
shall
be
in
effect
during
such
period.
Any
such
Early
Posse
ssion
shall
not
affect
the
Expiraon
Date.
3.3
Delay
In
Possession
..
Lessor
agrees
to
use
commercially
reasonable
efforts
to
deliver
exclusive
possession
of
the
Premises
to
Lessee
by
the
Commencement
Date.
If,
despite
said
efforts,
Lessor
is
unable
to
deliver
possession
by
such
date,
Lessor
shall
not
be
subject
to
any
liability
therefor,
nor
shall
such
failure
affect
the
validity
of
this
Lease
or
change
the
Expiraon
Date.
Lessee
shall
not,
however
,
be
obligated
to
pay
Rent
or
perform
its
other
obligaons
unl
Lessor
delivers
possession
of
the
Premises
and
any
period
of
rent
abatement
that
Lessee
would
otherwise
hav
e
enjoyed
shall
run
from
the
date
of
delivery
of
possession
and
connue
for
a
period
equal
to
what
Lessee
would
otherwise
have
enjoyed
under
the
terms
hereof,
but
minus
any
days
of
delay
caused
by
the
acts
or
omissions
of
Lessee.
If
possession
is
not
delivered
within
60
days
aer
the
Commencement
Date,
as
the
same
may
be
extended
under
the
terms
of
any
Work
Leer
executed
by
Pares,
Lessee
may,
at
its
opon,
by
noce
in
wring
within
10
days
aer
the
end
of
such
60
day
period,
cancel
this
Lease,
in
which
event
the
Pares
shall
be
discharged
from
all
obligaons
hereunder.
If
such
wrien
noce
is
not
received
by
Lessor
within
said
10
day
period,
Lessee's
right
to
cancel
shall
terminate.
If
possession
of
the
Premises
is
not
delivered
within
120
days
aer
the
Commencement
Date,
this
Lease
shall
terminate
unless
other
agreements
are
reached
between
Lessor
and
Lessee,
in
wring.
3.4
Lessee
Compliance
..
Lessor
shall
not
be
required
to
tender
possession
of
the
Premises
to
Lessee
unl
Lessee
complies
with
its
obligaon
to
provide
evidence
of
insurance
(Paragraph
8.5)
..
Pending
delivery
of
such
evidence,
Lessee
shall
be
requir
ed
to
perform
all
of
its
obligaons
under
this
Lease
from
and
aer
the
Start
Date,
including
the
payment
of
Rent,
notwithstanding
Lessor's
elecon
to
withhold
possessio
n
pending
receipt
of
such
evidence
of
insurance.
Further,
if
Lessee
is
required
to
perform
any
other
condions
prior
to
or
concurrent
with
the
Start
Date,
the
Start
D
ate
shall
occur
but
Lessor
may
elect
to
withhold
possession
unl
such
condions
are
sasfied.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
4
of
19
4.
Rent.
4.1.
Rent
Defined
..
All
monetary
obligaons
of
Lessee
to
Lessor
under
the
terms
of
this
Lease
(exc
ept
for
the
Security
Deposit)
are
deemed
to
be
rent
("
Rent
")
..
4.2
Common
Area
Operang
Expenses
..
Lessee
shall
pay
to
Lessor
during
the
term
hereof,
in
addion
to
the
Base
Rent,
Lessee's
Share
(as
specified
in
Paragraph
1.6)
of
all
Common
Area
Operang
Expenses,
as
hereinaer
defined,
during
each
calenda
r
year
of
the
term
of
this
Lease,
in
accordance
with
the
following
provisions:
(a)
"
Common
Area
Operang
Expenses
"
are
defined,
for
purposes
of
this
Lease,
as
all
costs
rela
ng
to
the
ownership
and
operaon
of
the
Project,
including,
but
not
limited
to,
the
following:
(i)
The
operaon,
repair
and
maintenance,
in
neat,
clean,
good
order
and
condion,
and
if
ne
cessary
the
replacement,
of
the
following:
(aa)
The
Common
Areas
and
Common
Area
improvements,
including
parking
areas,
loading
and
unloadin
g
areas,
trash
areas,
roadways,
parkways,
walkways,
driveways,
landscaped
areas,
bumpers,
irrigaon
systems,
Common
Area
ligh
ng
facilies,
fences
and
gates,
elevators,
roofs,
exterior
walls
of
the
buildings,
building
systems
and
roof
drainage
systems.
(bb)
Exterior
signs
and
any
tenant
directories.
(cc)
Any
fire
sprinkler
systems.
(dd)
All
other
areas
and
improvements
that
are
within
the
exterior
boundaries
of
the
Project
but
ou
tside
of
the
Premises
and/or
any
other
space
occupied
by
a
tenant.
(ii)
The
cost
of
water,
gas,
electricity
and
telephone
to
service
the
Common
Areas
and
any
uli
es
not
separately
metered.
(iii)
The
cost
of
trash
disposal,
pest
control
services,
property
management,
security
services,
owners'
associaon
dues
and
fees,
the
cost
to
repaint
the
exterior
of
any
structures
and
the
cost
of
any
environmental
inspecons.
(iv)
Reserves
set
aside
for
maintenance,
repair
and/or
replacement
of
Common
Area
improvements
and
equipment.
(v)
Real
Property
Taxes
(as
defined
in
Paragraph
10)
..
(vi)
The
cost
of
the
premiums
for
the
insurance
maintained
by
Lessor
pursuant
to
Paragraph
8.
(vii)
Any
deducble
poron
of
an
insured
loss
concerning
the
Building
or
the
Common
Areas.
(viii)
Auditors',
accountants'
and
aorneys'
fees
and
costs
related
to
the
operaon,
maintenanc
e,
repair
and
replacement
of
the
Project.
(ix)
The
cost
of
any
capital
improvement
to
the
Building
or
the
Project
not
covered
under
the
provi
sions
of
Paragraph
2.3
provided;
however,
that
Lessor
shall
allocate
the
cost
of
any
such
capital
improvement
over
a
12
year
period
and
Lessee
shal
l
not
be
required
to
pay
more
than
Lessee's
Share
of
1/144th
of
the
cost
of
such
capital
improvement
in
any
given
month.
Lessee
shall
pay
Interest
on
the
unamorz
ed
balance
but
may
prepay
its
obligaon
at
any
me.
(x)
The
cost
of
any
other
services
to
be
provided
by
Lessor
that
are
stated
elsewhere
in
this
Lease
to
be
a
Common
Area
Operang
Expense.
(b)
Any
Common
Area
Operang
Expenses
and
Real
Property
Taxes
that
are
specifically
aributable
t
o
the
Unit,
the
Building
or
to
any
other
building
in
the
Project
or
to
the
operaon,
repair
and
maintenance
thereof,
shall
be
allocated
enrely
to
su
ch
Unit,
Building,
or
other
building.
However,
any
Common
Area
Operang
Expenses
and
Real
Property
Taxes
that
are
not
specifically
aributable
to
the
Building
or
to
any
other
building
or
to
the
operaon,
repair
and
maintenance
thereof,
shall
be
equitably
allocated
by
Lessor
to
all
buildings
in
the
Project.
(c)
The
inclusion
of
the
improvements,
facilies
and
services
set
forth
in
Subparagraph
4.2(a)
s
hall
not
be
deemed
to
impose
an
obligaon
upon
Lessor
to
either
have
said
improvements
or
facilies
or
to
provide
those
services
unless
the
Project
already
has
the
same,
Lessor
already
provides
the
services,
or
Lessor
has
agreed
elsewhere
in
this
Lease
to
provide
the
same
or
some
of
them.
(d)
Lessee's
Share
of
Common
Area
Operang
Expenses
is
payable
monthly
on
the
same
day
as
the
Base
Rent
is
due
hereunder.
The
amount
of
such
payments
shall
be
based
on
Lessor's
esmate
of
the
annual
Common
Area
Operang
Expenses.
Within
6
0
days
aer
wrien
request
(but
not
more
than
once
each
year)
Lessor
shall
deliver
to
Lessee
a
reasonably
detailed
statement
showing
Lessee's
Share
of
the
actual
Common
Area
Operang
Expenses
for
the
preceding
year.
If
Lessee's
payments
during
such
year
exceed
Lessee's
Share,
Lessor
shall
credit
the
amount
of
such
ov
er
-
payment
against
Lessee's
future
payments.
If
Lessee's
payments
during
such
year
were
less
than
Lessee's
Share,
Lessee
shall
pay
to
Lessor
the
amount
of
t
he
deficiency
within
10
days
aer
delivery
by
Lessor
to
Lessee
of
the
statement.
(e)
Common
Area
Operang
Expenses
shall
not
include
any
expenses
paid
by
any
tenant
directly
to
th
ird
pares,
or
as
to
which
Lessor
is
otherwise
reimbursed
by
any
third
party,
other
tenant,
or
insurance
proceeds.
(f)
(i)
Lessor
shall
not
include
in
common
area
operating
expenses
any
expenses
and/or
charges
which
do
not
directly
relate
to
the
operation,
maintenance
and
management
of
the
Premises,
the
Common
Areas
and
the
Common
Area
Improvements
..
(i
..
e
..
,
operating
expenses
which,
in
accordance
with
generally
accepted
accounting
principles,
consistently
applied,
would
not
normally
be
treated
as
operating
expenses
by
comparative
landlords
in
comparative
buildings
..
)
(ii)
(ii)
Lessee
acknowledges
that
property
taxes,
insurance,
water
and
refuse
service
are
billed
to
the
Common
Areas
and
Lessee
pays
its
pro
rata
share
of
the
same
..
Electrical
service
is
separately
metered
and
paid
directly
by
each
tenant
to
the
utility
..
(g)
The
property
management
fee
shall
be
3
%
of
gross
revenue
for
the
proj
ect
during
the
initial
term
of
the
lease
..
4.3
Payment
..
Lessee
shall
cause
payment
of
Rent
to
be
received
by
Lessor
in
lawful
money
of
the
Uni
ted
States,
without
offset
or
deducon
(except
as
specifically
permied
in
this
Lease),
on
or
before
the
day
on
which
it
is
due.
All
monetary
amoun
ts
shall
be
rounded
to
the
nearest
whole
dollar.
In
the
event
that
any
statement
or
invoice
prepared
by
Lessor
is
inaccurate
such
inaccuracy
shall
not
constute
a
waiver
and
Lessee
shall
be
obligated
to
pay
the
amount
set
forth
in
this
Lease.
Rent
for
any
period
during
the
term
hereof
which
is
for
less
than
one
full
calendar
month
sh
all
be
prorated
based
upon
the
actual
number
of
days
of
said
month.
Payment
of
Rent
shall
be
made
to
Lessor
at
its
address
stated
herein
or
to
such
other
person
s
or
place
as
Lessor
may
from
me
to
me
designate
in
wring.
Acceptance
of
a
payment
which
is
less
than
the
amount
then
due
shall
not
be
a
waiver
of
Lessor's
rig
hts
to
the
balance
of
such
Rent,
regardless
of
Lessor's
endorsement
of
any
check
so
stang.
In
the
event
that
any
check,
dra,
or
other
instrument
of
p
ayment
given
by
Lessee
to
Lessor
is
dishonored
for
any
reason,
Lessee
agrees
to
pay
to
Lessor
the
sum
of
$
25
in
addion
to
any
Late
Charge
to
compensate
Lessor
f
or
addional
me
and
expenses
incurred
in
handling
the
dishonored
payment
and
Lessor,
at
its
opon,
may
require
all
future
Rent
be
paid
by
cashier's
che
ck.
Payments
will
be
applied
first
to
accrued
late
charges
and
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
5
of
19
aorney's
fees,
second
to
accrued
interest,
then
to
Base
Rent
and
Common
Area
Operang
Expenses,
and
any
remaining
amount
to
any
other
outstanding
charges
or
costs.
5.
Security
Deposit.
Lessee
shall
deposit
with
Lessor
upon
execuon
hereof
the
Security
Deposit
a
s
security
for
Lessee's
faithful
performance
of
its
obligaons
under
this
Lease.
If
Lessee
fails
to
pay
Rent,
or
otherwise
Defaults
under
this
Lease,
Lessor
may
use,
apply
or
retain
all
or
any
poron
of
said
Security
Deposit
for
the
payment
of
any
amount
already
due
Lessor,
for
Rents
which
will
be
due
in
the
future,
and/
or
to
re
imburse
or
compensate
Lessor
for
any
liability,
expense,
loss
or
damage
which
Lessor
may
suffer
or
incur
by
reason
thereof.
If
Lessor
uses
or
applies
all
or
any
por
on
of
the
Security
Deposit,
Lessee
shall
within
10
days
aer
wrien
request
therefor
deposit
monies
with
Lessor
sufficient
to
restore
said
Security
Deposit
to
t
he
full
amount
required
by
this
Lease.
If
the
Base
Rent
increases
during
the
term
of
this
Lease,
Lessee
shall,
upon
wrien
request
from
Lessor,
deposit
addional
monies
with
Lessor
so
that
the
total
amount
of
the
Security
Deposit
shall
at
all
mes
bear
the
same
proporon
to
the
increased
Base
Rent
as
the
inial
Security
Depos
it
bore
to
the
inial
Base
Rent.
Should
the
Agreed
Use
be
amended
to
accommodate
a
material
change
in
the
business
of
Lessee
or
to
accommodate
a
sublessee
or
assignee
,
Lessor
shall
have
the
right
to
increase
the
Security
Deposit
to
the
extent
necessary,
in
Lessor's
reasonable
judgment,
to
account
for
any
increased
wear
and
te
ar
that
the
Premises
may
suffer
as
a
result
thereof.
If
a
change
in
control
of
Lessee
occurs
during
this
Lease
and
following
such
change
the
financial
condion
of
Less
ee
is,
in
Lessor's
reasonable
judgment,
significantly
reduced,
Lessee
shall
deposit
such
addional
monies
with
Lessor
as
shall
be
sufficient
to
cause
the
Security
Deposi
t
to
be
at
a
commercially
reasonable
level
based
on
such
change
in
financial
condion.
Lessor
shall
not
be
required
to
keep
the
Security
Deposit
separate
from
its
ge
neral
accounts.
Within
90
days
aer
the
expiraon
or
terminaon
of
this
Lease,
Lessor
shall
return
that
poron
of
the
Security
Deposit
not
used
or
applied
by
Lessor.
Lessor
shall
upon
wrien
request
provide
Lessee
with
an
accounng
showing
how
that
poron
of
the
Security
Deposit
that
was
not
returned
was
applied.
No
part
of
the
Security
Deposit
shall
bear
interest
or
be
considered
prepayment
for
any
monies
to
be
paid
by
Lessee
under
this
Lease.
THE
SECURITY
DEPOSIT
SHALL
NOT
BE
USED
BY
LES
SEE
IN
LIEU
OF
PAYMENT
OF
THE
LAST
MONTH'S
RENT.
6.
Use.
6.1
Use
..
Lessee
shall
use
and
occupy
the
Premises
only
for
the
Agreed
Use,
or
any
other
legal
use
which
is
reasonably
comparable
thereto,
and
for
no
other
purpose.
Lessee
shall
not
use
or
permit
the
use
of
the
Premises
in
a
manner
that
is
unlawful,
crea
tes
damage,
waste
or
a
nuisance,
or
that
disturbs
occupants
of
or
causes
damage
to
neighboring
premises
or
properes.
Other
than
guide,
signal
and
seeing
eye
dogs,
Lessee
shall
not
keep
or
allow
in
the
Premises
any
pets,
animals,
birds,
fish,
or
reples.
Lessor
shall
not
unreasonably
withhold
or
delay
its
consent
to
any
wri
en
request
for
a
modificaon
of
the
Agreed
Use,
so
long
as
the
same
will
not
impair
the
structural
integrity
of
the
Building
or
the
mechanical
or
electrical
systems
therein,
and/or
is
not
significantly
more
burdensome
to
the
Project.
If
Lessor
elects
to
withhold
consent,
Lessor
shall
within
7
days
aer
such
request
give
wrien
noficaon
of
same,
which
noce
shall
include
an
explanaon
of
Lessor's
objecons
to
the
change
in
the
Agreed
Use.
6.2
Hazardous
Substances
..
(a)
Reportable
Uses
Require
Consent
..
The
term
"
Hazardous
Substance
"
as
used
in
this
Lease
shall
me
an
any
product,
substance,
or
waste
whose
presence,
use,
manufacture,
disposal,
transportaon,
or
release,
either
by
itself
or
in
combi
naon
with
other
materials
expected
to
be
on
the
Premises,
is
either:
(i)
potenally
injurious
to
the
public
health,
safety
or
welfare,
the
environment
or
the
Premises,
(
ii)
regulated
or
monitored
by
any
governmental
authority,
or
(iii)
a
basis
for
potenal
liability
of
Lessor
to
any
governmental
agency
or
third
party
under
any
applicable
sta
tute
or
common
law
theory.
Hazardous
Substances
shall
include,
but
not
be
limited
to,
hydrocarbons,
petroleum,
gasoline,
and/or
crude
oil
or
any
products,
by
-
prod
ucts
or
fracons
thereof.
Lessee
shall
not
engage
in
any
acvity
in
or
on
the
Premises
which
constutes
a
Reportable
Use
of
Hazardous
Substances
without
the
express
prior
wrien
consent
of
Lessor
and
mely
compliance
(at
Lessee's
expense)
with
all
Applicable
Requirements.
"
Reportable
Use
"
shall
mean
(i)
the
installaon
or
us
e
of
any
above
or
below
ground
storage
tank,
(ii)
the
generaon,
possession,
storage,
use,
transportaon,
or
disposal
of
a
Hazardous
Substance
that
requires
a
p
ermit
from,
or
with
respect
to
which
a
report,
noce,
registraon
or
business
plan
is
required
to
be
filed
with,
any
governmental
authority,
and/or
(iii)
the
presence
at
the
Premises
of
a
Hazardous
Substance
with
respect
to
which
any
Applicable
Requirements
requires
that
a
noce
be
given
to
persons
entering
or
occupying
the
Premise
s
or
neighboring
properes.
Notwithstanding
the
foregoing,
Lessee
may
use
any
ordinary
and
customary
materials
reasonably
required
to
be
used
in
the
normal
cou
rse
of
the
Agreed
Use,
ordinary
office
supplies
(copier
toner,
liquid
paper,
glue,
etc.
)
and
common
household
cleaning
materials,
so
long
as
such
use
is
in
co
mpliance
with
all
Applicable
Requirements,
is
not
a
Reportable
Use,
and
does
not
expose
the
Premises
or
neighboring
property
to
any
meaningful
risk
of
contaminaon
or
dama
ge
or
expose
Lessor
to
any
liability
therefor.
In
addion,
Lessor
may
condion
its
consent
to
any
Reportable
Use
upon
receiving
such
addional
assurances
as
Lessor
reasonably
deems
necessary
to
protect
itself,
the
public,
the
Premises
and/or
the
environment
against
damage,
contaminaon,
injury
and/or
liability,
inclu
ding,
but
not
limited
to,
the
installaon
(and
removal
on
or
before
Lease
expiraon
or
terminaon)
of
protecve
modificaons
(such
as
concrete
encasements)
and/o
r
increasing
the
Security
Deposit.
(b)
Duty
to
Inform
Lessor
..
If
Lessee
knows,
or
has
reasonable
cause
to
believe,
that
a
Hazardous
Substance
has
come
to
be
located
in,
on,
under
or
about
the
Premises,
other
than
as
previously
consented
to
by
Lessor,
Lessee
shall
immediately
give
wrien
noce
of
such
fact
to
Lessor,
and
provide
Lessor
with
a
copy
of
any
report,
noce,
claim
or
other
documentaon
which
it
has
concerning
the
presence
of
s
uch
Hazardous
Substance.
(c)
Lessee
Remediaon
..
Lessee
shall
not
cause
or
permit
any
Hazardous
Substance
to
be
spilled
or
released
in,
on,
under,
or
about
the
Premises
(including
through
the
plumbing
or
sanitary
sewer
system)
and
shall
promptly,
at
Lessee's
expense
,
comply
with
all
Applicable
Requirements
and
take
all
invesgatory
and/or
remedial
acon
reasonably
recommended,
whether
or
not
formally
ordered
or
required,
for
th
e
cleanup
of
any
contaminaon
of,
and
for
the
maintenance,
security
and/or
monitoring
of
the
Premises
or
neighboring
properes,
that
was
caused
or
materially
contributed
to
by
Lessee,
or
pertaining
to
or
involving
any
Hazardous
Substance
brought
onto
the
Premises
during
the
term
of
this
Lease,
by
or
for
Lessee,
or
any
third
party.
(d)
Lessee
Indemnificaon
..
Lessee
shall
indemnify,
defend
and
hold
Lessor,
its
agents,
employe
es,
lenders
and
ground
lessor,
if
any,
harmless
from
and
against
any
and
all
loss
of
rents
and/or
damages,
liabilies,
judgments,
claims,
expenses,
pen
ales,
and
aorneys'
and
consultants'
fees
arising
out
of
or
involving
any
Hazardous
Substance
brought
onto
the
Premises
by
or
for
Lessee,
or
any
third
party
(provided,
howe
ver,
that
Lessee
shall
have
no
liability
under
this
Lease
with
respect
to
underground
migraon
of
any
Hazardous
Substance
under
the
Premises
from
areas
outside
of
the
Project
not
caused
or
contributed
to
by
Lessee)
..
Lessee's
obligaons
shall
include,
but
not
be
limited
to,
the
effects
of
any
contaminaon
or
injury
to
pe
rson,
property
or
the
environment
created
or
suffered
by
Lessee,
and
the
cost
of
invesgaon,
removal,
remediaon,
restoraon
and/or
abatement,
and
shall
survive
the
expiraon
or
terminaon
of
this
Lease.
No
terminaon,
cancellaon
or
release
agreement
entered
into
by
Lessor
and
Lessee
shall
release
Lessee
from
its
ob
ligaons
under
this
Lease
with
respect
to
Hazardous
Substances,
unless
specifically
so
agreed
by
Lessor
in
wring
at
the
me
of
such
agreement.
(e)
Lessor
Indemnificaon
..
Except
as
otherwise
provided
in
paragraph
8.7,
Lessor
and
its
success
ors
and
assigns
shall
indemnify,
defend,
reimburse
and
hold
Lessee,
its
employees
and
lenders,
harmless
from
and
against
any
and
all
environmental
damage
s,
including
the
cost
of
remediaon,
which
are
suffered
as
a
direct
result
of
Hazardous
Substances
on
the
Premises
prior
to
Lessee
taking
possession
or
which
are
caused
by
the
gross
negligence
or
willful
misconduct
of
Lessor,
its
agents
or
employees.
Lessor's
obligaons,
as
and
when
required
by
the
Applicable
Requirements,
s
hall
include,
but
not
be
limited
to,
the
cost
of
invesgaon,
removal,
remediaon,
restoraon
and/or
abatement,
and
shall
survive
the
expiraon
or
termina
on
of
this
Lease.
(f)
Invesgaons
and
Remediaons
..
Lessor
shall
retain
the
responsibility
and
pay
for
any
inves
gaons
or
remediaon
measures
required
by
governmental
enes
having
jurisdicon
with
respect
to
the
existence
of
Hazardous
Substances
on
t
he
Premises
prior
to
the
Lessee
taking
possession,
unless
such
remediaon
measure
is
required
as
a
result
of
Lessee's
use
(including
"Alteraons",
as
defined
i
n
paragraph
7.3(a)
below)
of
the
Premises,
in
which
event
Lessee
shall
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
6
of
19
be
responsible
for
such
payment.
Lessee
shall
cooperate
fully
in
any
such
acvies
at
the
request
of
Lessor,
including
allowing
Lessor
and
Lessor's
agents
to
have
reasonable
access
to
the
Premises
at
reasonable
mes
in
order
to
carry
out
Lessor's
invesgave
a
nd
remedial
responsibilies.
(g)
Lessor
Terminaon
Opon
..
If
a
Hazardous
Substance
Condion
(see
Paragraph
9.1(e))
occurs
during
the
term
of
this
Lease,
unless
Lessee
is
legally
responsible
therefor
(in
which
case
Lessee
shall
make
the
invesgaon
and
remediaon
thereof
req
uired
by
the
Applicable
Requirements
and
this
Lease
shall
connue
in
full
force
and
effect,
but
subject
to
Lessor's
rights
under
Paragraph
6.2(d)
and
Paragraph
13),
Lessor
may,
at
Lessor's
opon,
either
(i)
invesgate
and
remediate
such
Hazardous
Substance
Condion,
if
required,
as
soon
as
reasonably
possible
at
Lessor's
expense,
i
n
which
event
this
Lease
shall
connue
in
full
force
and
effect,
or
(ii)
if
the
esmated
cost
to
remediate
such
condion
exceeds
12
mes
the
then
monthly
Base
Rent
or
$
100,
000,
whichever
is
greater,
give
wrien
noce
to
Lessee,
within
30
days
aer
receipt
by
Lessor
of
knowledge
of
the
occurrence
of
such
Hazardous
Substance
Condion
,
of
Lessor's
desire
to
terminate
this
Lease
as
of
the
date
60
days
following
the
date
of
such
noce.
In
the
event
Lessor
elects
to
give
a
terminaon
noce,
L
essee
may,
within
10
days
thereaer,
give
wrien
noce
to
Lessor
of
Lessee's
commitment
to
pay
the
amount
by
which
the
cost
of
the
remediaon
of
such
Hazardous
Substan
ce
Condion
exceeds
an
amount
equal
to
12
mes
the
then
monthly
Base
Rent
or
$
100,
000,
whichever
is
greater.
Lessee
shall
provide
Lessor
with
said
funds
or
sasfactory
assurance
thereof
within
30
days
following
such
commitment.
In
such
event,
this
Lease
shall
connue
in
full
force
and
effect,
and
Lessor
shall
p
roceed
to
make
such
remediaon
as
soon
as
reasonably
possible
aer
the
required
funds
are
available.
If
Lessee
does
not
give
such
noce
and
provide
the
required
fund
s
or
assurance
thereof
within
the
me
provided,
this
Lease
shall
terminate
as
of
the
date
specified
in
Lessor's
noce
of
terminaon.
(h)
To
the
best
of
the
Le
ssor
's
knowledge
no
hazardous
materials
exist
on
the
pr
emises/
project
..
(i)
The
Lessee
will
provide
a
Material
Safety
Data
(MSD)
s
heet
for
the
hazardous
materials
to
be
stored
on
the
premises/project
..
6.3
Lessee's
Compliance
with
Applicable
Requirements
..
Except
as
otherwise
provided
in
this
Lease,
Lessee
shall,
at
Lessee's
sole
expense,
fully,
diligently
and
in
a
mely
manner,
materially
comply
with
all
Applicable
Requirements,
the
requirements
of
any
ap
plicable
fire
insurance
underwriter
or
rang
bureau,
and
the
recommendaons
of
Lessor's
engineers
and/or
consultants
which
relate
in
any
manner
to
the
Premises,
without
regard
to
whether
said
Applicable
Requirements
are
now
in
effect
or
become
effecve
aer
the
Start
Date.
Lessee
shall,
within
10
days
aer
receipt
of
Lessor's
wrien
request,
provide
Lessor
with
copies
of
all
permits
and
other
documents,
and
other
informaon
evidencing
Lessee's
compliance
with
any
Applicable
Requi
rements
specified
by
Lessor,
and
shall
immediately
upon
receipt,
nofy
Lessor
in
wring
(with
copies
of
any
documents
involved)
of
any
threatened
or
ac
tual
claim,
noce,
citaon,
warning,
complaint
or
report
pertaining
to
or
involving
the
failure
of
Lessee
or
the
Premises
to
comply
with
any
Applicable
Requirements.
Like
wise,
Lessee
shall
immediately
give
wrien
noce
to
Lessor
of:
(i)
any
water
damage
to
the
Premises
and
any
suspected
seepage,
pooling,
dampness
or
other
condion
c
onducive
to
the
producon
of
mold;
or
(ii)
any
musness
or
other
odors
that
might
indicate
the
presence
of
mold
in
the
Premises.
6.4
Inspecon;
Compliance
..
Lessor
and
Lessor's
"
Lender
"
(as
defined
in
Paragraph
30)
and
consult
ants
authorized
by
Lessor
shall
have
the
right
to
enter
into
Premises
at
any
me
in
the
case
of
an
emergency,
and
otherwise
at
reasonable
mes
aer
reasonabl
e
noce,
for
the
purpose
of
inspecng
and/or
tesng
the
condion
of
the
Premises
and/or
for
verifying
compliance
by
Lessee
with
this
Lease.
The
cost
of
an
y
such
inspecons
shall
be
paid
by
Lessor,
unless
a
violaon
of
Applicable
Requirements,
or
a
Hazardous
Substance
Condion
(see
Paragraph
9.1(e))
is
found
to
ex
ist
or
be
imminent,
or
the
inspecon
is
requested
or
ordered
by
a
governmental
authority.
In
such
case,
Lessee
shall
upon
request
reimburse
Lessor
for
the
cost
of
s
uch
inspecon,
so
long
as
such
inspecon
is
reasonably
related
to
the
violaon
or
contaminaon.
In
addion,
Lessee
shall
provide
copies
of
all
relevant
material
safety
data
sheets
(
MSDS
)
to
Lessor
within
10
days
of
the
receipt
of
wrien
request
therefor.
Lessee
acknowledges
that
any
failure
on
its
part
to
allow
such
inspecon
s
or
tesng
will
expose
Lessor
to
risks
and
potenally
cause
Lessor
to
incur
costs
not
contemplated
by
this
Lease,
the
extent
of
which
will
be
extremely
difficult
to
a
scertain.
Accordingly,
should
the
Lessee
fail
to
allow
such
inspecons
and/or
tesng
in
a
mely
fashion
the
Base
Rent
shall
be
automacally
increased,
without
any
requ
irement
for
noce
to
Lessee,
by
an
amount
equal
to
10%
of
the
then
exisng
Base
Rent
or
$
100,
whichever
is
greater
for
the
remainder
to
the
Lease.
The
Pares
agree
that
such
increase
in
Base
Rent
represents
fair
and
reasonable
compensaon
for
the
addional
risk/costs
that
Lessor
will
incur
by
reason
of
Lessee's
failure
to
a
llow
such
inspecon
and/or
tesng.
Such
increase
in
Base
Rent
shall
in
no
event
constute
a
waiver
of
Lessee's
Default
or
Breach
with
respect
to
such
failure
nor
preve
nt
the
exercise
of
any
of
the
other
rights
and
remedies
granted
hereunder.
7.
Maintenance;
Repairs;
Ulity
Installaons;
Trade
Fixtures
and
Alteraons.
7.1
Lessee's
Obligaons
..
(a)
In
General
..
Subject
to
the
provisions
of
Paragraph
2.2
(Condion),
2.3
(Compliance),
6.3
(L
essee's
Compliance
with
Applicable
Requirements),
7.2
(Lessor's
Obligaons),
9
(Damage
or
Destrucon),
and
14
(Condemnaon),
Lessee
shall,
at
Les
see's
sole
expense,
keep
the
Premises,
Ulity
Installaons
(intended
for
Lessee's
exclusive
use,
no
maer
where
located),
and
Alteraons
in
good
order,
condion
and
re
pair
(whether
or
not
the
poron
of
the
Premises
requiring
repairs,
or
the
means
of
repairing
the
same,
are
reasonably
or
readily
accessible
to
Lessee,
and
whether
or
no
t
the
need
for
such
repairs
occurs
as
a
result
of
Lessee's
use,
any
prior
use,
the
elements
or
the
age
of
such
poron
of
the
Premises),
including,
but
not
limited
t
o,
all
equipment
or
facilies,
such
as
plumbing,
HVAC
equipment,
electrical,
lighng
facilies,
boilers,
pressure
vessels,
fixtures,
interior
walls,
interior
surfaces
of
exterior
walls,
ceilings,
floors,
windows,
doors,
plate
glass,
and
skylights
but
excluding
any
items
which
are
the
responsibility
of
Lessor
pursuant
to
Paragraph
7.2.
Lessee,
in
keeping
the
Premises
in
good
order,
condion
and
repair,
shall
exercise
and
perform
good
maintenance
pracces,
specifically
including
the
procurement
and
m
aintenance
of
the
service
contracts
required
by
Paragraph
7.1(b)
below.
Lessee's
obligaons
shall
include
restoraons,
replacements
or
renewals
when
necessary
to
keep
the
Premises
and
all
improvements
thereon
or
a
part
thereof
in
good
order,
condion
and
state
of
repair.
(b)
Service
Contracts
..
Lessee
shall,
at
Lessee's
sole
expense,
procure
and
maintain
contracts,
with
copies
to
Lessor,
in
customary
form
and
substance
for,
and
with
contractors
specializing
and
experienced
in
the
maintenance
of
the
following
equipment
and
improvements,
if
any,
if
and
when
installed
on
the
Premises:
(i)
HVAC
equipment,
(ii)
boiler
and
pressure
vessels,
and
(iii)
clarifiers.
However,
Lessor
reserv
es
the
right,
upon
noce
to
Lessee,
to
procure
and
maintain
any
or
all
of
such
service
contracts,
and
Lessee
shall
reimburse
Lessor,
upon
demand,
for
the
cost
thereof.
(c)
Failure
to
Perform
..
If
Lessee
fails
to
perform
Lessee's
obligaons
under
this
Paragraph
7.1,
Lessor
may
enter
upon
the
Premises
aer
10
days'
prior
wrien
noce
to
Lessee
(except
in
the
case
of
an
emergency,
in
which
case
no
noce
shall
be
req
uired),
perform
such
obligaons
on
Lessee's
behalf,
and
put
the
Premises
in
good
order,
condion
and
repair,
and
Lessee
shall
promptly
pay
to
Lessor
a
sum
equal
to
115%
of
the
cost
thereof.
(d)
Replacement
..
Subject
to
Lessee's
indemnificaon
of
Lessor
as
set
forth
in
Paragraph
8.7
below
,
and
without
relieving
Lessee
of
liability
resulng
from
Lessee's
failure
to
exercise
and
perform
good
maintenance
pracces,
if
an
item
described
in
Paragr
aph
7.1(b)
cannot
be
repaired
other
than
at
a
cost
which
is
in
excess
of
50%
of
the
cost
of
replacing
such
item,
then
such
item
shall
be
replaced
by
Lessor,
and
the
co
st
thereof
shall
be
prorated
between
the
Pares
and
Lessee
shall
only
be
obligated
to
pay,
each
month
during
the
remainder
of
the
term
of
this
Lease
or
any
extension
the
reof,
on
the
date
on
which
Base
Rent
is
due,
an
amount
equal
to
the
product
of
mulplying
the
cost
of
such
replacement
by
a
fracon,
the
numerator
of
which
is
on
e,
and
the
denominator
of
which
is
144
(i
..
e.
1/144th
of
the
cost
per
month)
..
Lessee
shall
pay
Interest
on
the
unamorzed
balance
but
may
prepay
its
obligaon
at
any
me.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
7
of
19
7.2
Lessor's
Obligaons
..
Subject
to
the
provisions
of
Paragraphs
2.2
(Condion),
2.3
(Compliance
),
4.2
(Common
Area
Operang
Expenses),
6
(Use),
7.1
(Lessee's
Obligaons),
9
(Damage
or
Destrucon)
and
14
(Condemnaon),
Lessor,
subject
to
re
imbursement
pursuant
to
Paragraph
4.2,
shall
keep
in
good
order,
condion
and
repair
the
foundaons,
exterior
walls,
structural
condion
of
interior
bearing
wal
ls,
exterior
roof,
fire
sprinkler
system,
Common
Area
fire
alarm
and/or
smoke
detecon
systems,
fire
hydrants,
parking
lots,
walkways,
parkways,
driveways,
landscapi
ng,
fences,
signs
and
ulity
systems
serving
the
Common
Areas
and
all
parts
thereof,
as
well
as
providing
the
services
for
which
there
is
a
Common
Area
Operang
Expense
pursuant
to
Paragraph
4.2.
Lessor
shall
not
be
obligated
to
paint
the
exterior
or
interior
surfaces
of
exterior
walls
nor
shall
Lessor
be
obligated
to
maintain,
repa
ir
or
replace
windows,
doors
or
plate
glass
of
the
Premises.
(a)
If
the
L
essor
fails
to
maintain
one
of
its
above
repair
responsibilities
after
written
notice
f
rom
the
Lessee
,
the
Lessee
may
perform
the
repair
s
by
a
licensed
contractor
with
COI
and
seek
reimbursement
from
the
Lessor
..
7.3
Ulity
Installaons;
Trade
Fixtures;
Alteraons
..
(a)
Definions
..
The
term
"
Ulity
Installaons
"
refers
to
all
floor
and
window
coverings,
air
a
nd/or
vacuum
lines,
power
panels,
electrical
distribuon,
security
and
fire
protecon
systems,
communicaon
cabling,
lighng
fixtures,
HVAC
equipment,
plumbing,
and
fencing
in
or
on
the
Premises.
The
term
"
Trade
Fixtures
"
shall
mean
Lessee's
machinery
and
equipment
that
can
be
removed
without
doing
material
dam
age
to
the
Premises.
The
term
"Alteraons"
shall
mean
any
modificaon
of
the
improvements,
other
than
Ulity
Installaons
or
Trade
Fixtures,
whether
by
a
ddion
or
deleon.
"
Lessee
Owned
Alteraons
and/or
Ulity
Installaons
"
are
defined
as
Alteraons
and/or
Ulity
Installaons
made
by
Lessee
that
are
not
y
et
owned
by
Lessor
pursuant
to
Paragraph
7.4(a)
..
(b)
Consent
..
Lessee
shall
not
make
any
Alteraons
or
Ulity
Installaons
to
the
Premises
withou
t
Lessor's
prior
wrien
consent.
Lessee
may,
however,
make
non
-
structural
Alteraons
or
Ulity
Installaons
to
the
interior
of
the
Premises
(excluding
the
roof)
without
such
consent
but
upon
noce
to
Lessor,
as
long
as
they
are
not
visible
from
the
outside,
do
not
involve
puncturing,
relocang
or
removing
the
roof
or
any
exisng
walls,
will
not
affect
the
electrical,
plumbing,
HVAC,
and/or
life
safety
systems,
do
not
trigger
the
requirement
for
addional
modificaons
and/or
impr
ovements
to
the
Premises
resulng
from
Applicable
Requirements,
such
as
compliance
with
Title
24,
and/or
life
safety
systems,
and
the
cumulave
cost
thereof
duri
ng
this
Lease
as
extended
does
not
exceed
a
sum
equal
to
3
month's
Base
Rent
in
the
aggregate
or
a
sum
equal
to
one
month's
Base
Rent
in
any
one
year.
Notwithstanding
the
foregoing,
Lessee
shall
not
make
or
permit
any
roof
penetraons
and/or
install
anything
on
the
roof
without
the
prior
wrien
approval
of
Lessor.
Less
or
may,
as
a
precondion
to
granng
such
approval,
require
Lessee
to
ulize
a
contractor
chosen
and/or
approved
by
Lessor.
Any
Alteraons
or
Ulity
Installaons
that
Lessee
shall
desire
to
make
and
which
require
the
consent
of
the
Lessor
shall
be
presented
to
Lessor
in
wrien
form
with
detailed
plans.
Consent
shall
be
deemed
co
ndioned
upon
Lessee's:
(i)
acquiring
all
applicable
governmental
permits,
(ii)
furnishing
Lessor
with
copies
of
both
the
permits
and
the
plans
and
specificaons
p
rior
to
commencement
of
the
work,
and
(iii)
compliance
with
all
condions
of
said
permits
and
other
Applicable
Requirements
in
a
prompt
and
expedious
manner.
An
y
Alteraons
or
Ulity
Installaons
shall
be
performed
in
a
workmanlike
manner
with
good
and
sufficient
materials.
Lessee
shall
promptly
upon
compleon
furnis
h
Lessor
with
as
-
built
plans
and
specificaons.
For
work
which
costs
an
amount
in
excess
of
one
month's
Base
Rent,
Lessor
may
condion
its
consent
upon
Lessee
pr
oviding
a
lien
and
compleon
bond
in
an
amount
equal
to
150%
of
the
esmated
cost
of
such
Alteraon
or
Ulity
Installaon
and/or
upon
Lessee's
posng
an
add
ional
Security
Deposit
with
Lessor.
(c)
Liens;
Bonds
..
Lessee
shall
pay,
when
due,
all
claims
for
labor
or
materials
furnished
or
all
eged
to
have
been
furnished
to
or
for
Lessee
at
or
for
use
on
the
Premises,
which
claims
are
or
may
be
secured
by
any
mechanic's
or
materialmen's
lien
against
th
e
Premises
or
any
interest
therein.
Lessee
shall
give
Lessor
not
less
than
10
days
noce
prior
to
the
commencement
of
any
work
in,
on
or
about
the
Premises,
and
L
essor
shall
have
the
right
to
post
noces
of
non
-
responsibility.
If
Lessee
shall
contest
the
validity
of
any
such
lien,
claim
or
demand,
then
Lessee
shall,
at
its
so
le
expense
defend
and
protect
itself,
Lessor
and
the
Premises
against
the
same
and
shall
pay
and
sasfy
any
such
adverse
judgment
that
may
be
rendered
thereon
before
the
enf
orcement
thereof.
If
Lessor
shall
require,
Lessee
shall
furnish
a
surety
bond
in
an
amount
equal
to
150%
of
the
amount
of
such
contested
lien,
claim
or
demand,
i
ndemnifying
Lessor
against
liability
for
the
same.
If
Lessor
elects
to
parcipate
in
any
such
acon,
Lessee
shall
pay
Lessor's
aorneys'
fees
and
costs.
7.4
Ownership;
Removal;
Surrender;
and
Restoraon
..
(a)
Ownership
..
Subject
to
Lessor's
right
to
require
removal
or
elect
ownership
as
hereinaer
prov
ided,
all
Alteraons
and
Ulity
Installaons
made
by
Lessee
shall
be
the
property
of
Lessee,
but
considered
a
part
of
the
Premises.
Lessor
may,
at
any
me,
elect
in
wring
to
be
the
owner
of
all
or
any
specified
part
of
the
Lessee
Owned
Alteraons
and
Ulity
Installaons.
Unless
otherwise
instructed
per
paragraph
7
..4(b)
hereof,
all
Lessee
Owned
Alteraons
and
Ulity
Installaons
shall,
at
the
expiraon
or
terminaon
of
this
Lease,
become
the
property
of
Lessor
and
be
surren
dered
by
Lessee
with
the
Premises.
(b)
Removal
..
By
delivery
to
Lessee
of
wrien
noce
from
Lessor
not
earlier
than
90
and
not
later
than
30
days
prior
to
the
end
of
the
term
of
this
Lease,
Lessor
may
require
that
any
or
all
Lessee
Owned
Alteraons
or
Ulity
Installaons
be
removed
by
t
he
expiraon
or
terminaon
of
this
Lease.
Lessor
may
require
the
removal
at
any
me
of
all
or
any
part
of
any
Lessee
Owned
Alteraons
or
Ulity
Installaons
made
without
the
required
consent.
(c)
Surrender;
Restoraon
..
Lessee
shall
surrender
the
Premises
by
the
Expiraon
Date
or
any
earl
ier
terminaon
date,
with
all
of
the
improvements,
parts
and
surfaces
thereof
broom
clean
and
free
of
debris,
and
in
good
operang
order,
condion
and
state
of
repair,
ordinary
wear
and
tear
excepted.
"Ordinary
wear
and
tear"
shall
not
include
any
damage
or
deterioraon
that
would
have
been
prevented
by
good
maintenance
pracce.
Notwithstanding
the
foregoing
and
the
provisions
of
Paragraph
7.1(a),
if
the
Lessee
occupies
the
Premises
for
12
months
or
less,
then
Le
ssee
shall
surrender
the
Premises
in
the
same
condion
as
delivered
to
Lessee
on
the
Start
Date
with
NO
allowance
for
ordinary
wear
and
tear.
Lessee
shall
repair
any
d
amage
occasioned
by
the
installaon,
maintenance
or
removal
of
Trade
Fixtures,
Lessee
owned
Alteraons
and/or
Ulity
Installaons,
furnishings,
and
equipment
as
well
as
the
removal
of
any
storage
tank
installed
by
or
for
Lessee.
Lessee
shall
also
remove
from
the
Premises
any
and
all
Hazardous
Substances
brought
onto
the
Premise
s
by
or
for
Lessee,
or
any
third
party
(except
Hazardous
Substances
which
were
deposited
via
underground
migraon
from
areas
outside
of
the
Project)
to
the
level
specified
in
Applicable
Requirements.
Trade
Fixtures
shall
remain
the
property
of
Lessee
and
shall
be
removed
by
Lessee.
Any
personal
property
of
Lessee
not
r
emoved
on
or
before
the
Expiraon
Date
or
any
earlier
terminaon
date
shall
be
deemed
to
have
been
abandoned
by
Lessee
and
may
be
disposed
of
or
retained
by
Lessor
as
Lessor
may
desire.
The
failure
by
Lessee
to
mely
vacate
the
Premises
pursuant
to
this
Paragraph
7.4(c)
without
the
express
wrien
consent
of
Lessor
shall
constute
a
holdover
under
the
provisions
of
Paragraph
26
below.
8.
Insurance;
Indemnity.
8.1
Payment
of
Premiums
..
The
cost
of
the
premiums
for
the
insurance
policies
required
to
be
carried
by
Lessor,
pursuant
to
Paragraphs
8.2(b),
8.3(a)
and
8.3(b),
shall
be
a
Common
Area
Operang
Expense.
Premiums
for
policy
periods
commencing
prior
to,
or
extending
beyond,
the
term
of
this
Lease
shall
be
prorated
to
coincide
with
the
corresponding
Start
Date
or
Expiraon
Date.
8.2
Liability
Insurance
..
(a)
Carried
by
Lessee
..
Lessee
shall
obtain
and
keep
in
force
a
Commercial
General
Liability
policy
of
insurance
protecng
Lessee
and
Lessor
as
an
addional
insured
against
claims
for
bodily
injury,
personal
injury
and
property
damage
based
upon
or
arising
out
of
the
ownership,
use,
occupancy
or
maintenance
of
the
Premises
and
all
areas
appurtenant
thereto.
Such
insurance
shall
be
on
an
occurrence
basis
prov
iding
single
limit
coverage
in
an
amount
not
less
than
$
1,
000,
000
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
8
of
19
per
occurrence
with
an
annual
aggregate
of
not
less
than
$
2,
000,
000.
Lessee
shall
add
Lessor
as
an
addional
insured
by
means
of
an
endorsement
at
least
as
broad
as
the
Insurance
Service
Organizaon's
"Addional
Insured
-
Managers
or
Lessors
of
Premises"
Endorse
ment.
The
policy
shall
not
contain
any
intra
-
insured
exclusions
as
between
insured
persons
or
organizaons,
but
shall
include
coverage
for
liability
assumed
under
this
Lease
as
an
"
insured
contract
"
for
the
performance
of
Lessee's
indemnity
obligaons
under
this
Lease.
The
limits
of
said
insurance
shall
not,
however,
limit
th
e
liability
of
Lessee
nor
relieve
Lessee
of
any
obligaon
hereunder.
Lessee
shall
provide
an
endorsement
on
its
liability
policy(ies)
which
provides
that
its
insurance
shall
be
primary
to
and
not
contributory
with
any
similar
insurance
carried
by
Lessor,
whose
insurance
shall
be
considered
excess
insurance
only.
(b)
Carried
by
Lessor
..
Lessor
shall
maintain
liability
insurance
as
described
in
Paragraph
8.2(a),
in
addion
to,
and
not
in
lieu
of,
the
insurance
required
to
be
maintained
by
Lessee.
Lessee
shall
not
be
named
as
an
addional
insured
therein.
8.3
Property
Insurance
-
Building,
Improvements
and
Rental
Value
..
(a)
Building
and
Improvements
..
Lessor
shall
obtain
and
keep
in
force
a
policy
or
policies
of
insur
ance
in
the
name
of
Lessor,
with
loss
payable
to
Lessor,
any
ground
-
lessor,
and
to
any
Lender
insuring
loss
or
damage
to
the
Premises.
The
amount
of
such
i
nsurance
shall
be
equal
to
the
full
insurable
replacement
cost
of
the
Premises,
as
the
same
shall
exist
from
me
to
me,
or
the
amount
required
by
any
Lender,
bu
t
in
no
event
more
than
the
commercially
reasonable
and
available
insurable
value
thereof.
Lessee
Owned
Alteraons
and
Ulity
Installaons,
Trade
Fixtures,
and
Lessee's
personal
property
shall
be
insured
by
Lessee
not
by
Lessor.
If
the
coverage
is
available
and
commercially
appropriate,
such
policy
or
policies
shall
insure
agains
t
all
risks
of
direct
physical
loss
or
damage
(except
the
perils
of
flood
and/or
earthquake
unless
required
by
a
Lender),
including
coverage
for
debris
removal
and
the
enfor
cement
of
any
Applicable
Requirements
requiring
the
upgrading,
demolion,
reconstrucon
or
replacement
of
any
poron
of
the
Premises
as
the
result
of
a
covered
loss.
Said
policy
or
policies
shall
also
contain
an
agreed
valuaon
provision
in
lieu
of
any
coinsurance
clause,
waiver
of
subrogaon,
and
inflaon
guard
protecon
causing
an
increase
in
the
annual
property
insurance
coverage
amount
by
a
factor
of
not
less
than
the
adjusted
U.
S.
Department
of
Labor
Consumer
Price
Index
for
All
Urban
Consumers
for
the
city
nearest
to
where
the
Premises
are
located.
If
such
insurance
coverage
has
a
deducble
clause,
the
deducble
amount
shall
not
e
xceed
$
5,
000
per
occurrence.
(b)
Rental
Value
..
Lessor
shall
also
obtain
and
keep
in
force
a
policy
or
policies
in
the
name
of
L
essor
with
loss
payable
to
Lessor
and
any
Lender,
insuring
the
loss
of
the
full
Rent
for
one
year
with
an
extended
period
of
indemnity
for
an
addional
180
da
ys
("Rental
Value
insurance")
..
Said
insurance
shall
contain
an
agreed
valuaon
provision
in
lieu
of
any
coinsurance
clause,
and
the
amount
of
coverage
shall
be
a
djusted
annually
to
reflect
the
projected
Rent
otherwise
payable
by
Lessee,
for
the
next
12
month
period.
(c)
Adjacent
Premises
..
Lessee
shall
pay
for
any
increase
in
the
premiums
for
the
property
insuranc
e
of
the
Building
and
for
the
Common
Areas
or
other
buildings
in
the
Project
if
said
increase
is
caused
by
Lessee's
acts,
omissions,
use
or
occupancy
of
the
Premises.
(d)
Lessee's
Improvements
..
Since
Lessor
is
the
Insuring
Party,
Lessor
shall
not
be
required
to
in
sure
Lessee
Owned
Alteraons
and
Ulity
Installaons
unless
the
item
in
queson
has
become
the
property
of
Lessor
under
the
terms
of
this
Lease.
8.4
Lessee's
Property;
Business
Interrupon
Insurance;
Worker's
Compensaon
Insurance
..
(a)
Property
Damage
..
Lessee
shall
obtain
and
maintain
insurance
coverage
on
all
of
Lessee's
person
al
property,
Trade
Fixtures,
and
Lessee
Owned
Alteraons
and
Ulity
Installaons.
Such
insurance
shall
be
full
replacement
cost
coverage
with
a
deducble
of
not
to
exceed
$
1,
000
per
occurrence.
The
proceeds
from
any
such
insurance
shall
be
used
by
Lessee
for
the
replacement
of
personal
property,
Trade
Fix
tures
and
Lessee
Owned
Alteraons
and
Ulity
Installaons.
(b)
Business
Interrupon
..
Lessee
shall
obtain
and
maintain
loss
of
income
and
extra
expense
insur
ance
in
amounts
as
will
reimburse
Lessee
for
direct
or
indirect
loss
of
earnings
aributable
to
all
perils
commonly
insured
against
by
prudent
lessees
in
the
business
of
Lessee
or
aributable
to
prevenon
of
access
to
the
Premises
as
a
result
of
such
perils.
(c)
Worker's
Compensaon
Insurance
..
Lessee
shall
obtain
and
maintain
Worker's
Compensaon
Insura
nce
in
such
amount
as
may
be
required
by
Applicable
Requirements.
Such
policy
shall
include
a
'Waiver
of
Subrogaon'
endorsement.
Lessee
s
hall
provide
Lessor
with
a
copy
of
such
endorsement
along
with
the
cerficate
of
insurance
or
copy
of
the
policy
required
by
paragraph
8.5.
(d)
No
Representaon
of
Adequate
Coverage
..
Lessor
makes
no
representaon
that
the
limits
or
form
s
of
coverage
of
insurance
specified
herein
are
adequate
to
cover
Lessee's
property,
business
operaons
or
obligaons
under
this
Lease.
(e)
The
Premises/P
ro
ject
i
n
cl
u
ding
all
common
areas
are
covered
by
the
L
e
ssor'
s
insurance
policy
..
8.5
Insurance
Policies
..
Insurance
required
herein
shall
be
by
companies
maintaining
during
the
poli
cy
term
a
"General
Policyholders
Rang"
of
at
least
A
-
,
VII,
as
set
forth
in
the
most
current
issue
of
"Best's
Insurance
Guide",
or
such
other
rang
as
may
be
required
by
a
Lender.
Lessee
shall
not
do
or
permit
to
be
done
anything
which
invalidates
the
required
insurance
policies.
Lessee
shall,
prior
to
the
Start
Date,
deliver
to
Lessor
cerfied
copies
of
policies
of
such
insurance
or
cerficates
with
copies
of
the
required
endorsements
evidencing
the
existence
and
amounts
of
the
re
quired
insurance.
No
such
policy
shall
be
cancelable
or
subject
to
modificaon
except
aer
30
days
prior
wrien
noce
to
Lessor.
Lessee
shall,
at
least
10
day
s
prior
to
the
expiraon
of
such
policies,
furnish
Lessor
with
evidence
of
renewals
or
"insurance
binders"
evidencing
renewal
thereof,
or
Lessor
may
increase
his
liability
in
surance
coverage
and
charge
the
cost
thereof
to
Lessee,
which
amount
shall
be
payable
by
Lessee
to
Lessor
upon
demand.
Such
policies
shall
be
for
a
term
of
at
le
ast
one
year,
or
the
length
of
the
remaining
term
of
this
Lease,
whichever
is
less.
If
either
Party
shall
fail
to
procure
and
maintain
the
insurance
required
to
be
carried
by
it,
the
other
Party
may,
but
shall
not
be
required
to,
procure
and
maintain
the
same.
8.6
Waiver
of
Subrogaon
..
Without
affecng
any
other
rights
or
remedies,
Lessee
and
Lessor
each
hereby
release
and
relieve
the
other,
and
waive
their
enre
right
to
recover
damages
against
the
other,
for
loss
of
or
damage
to
its
property
arising
out
of
or
incident
to
the
perils
required
to
be
insured
against
herein.
The
effect
of
such
releases
and
waivers
is
not
limited
by
the
amount
of
insurance
carried
or
required,
or
by
any
deducbles
applicable
hereto.
The
Pares
agree
to
have
their
respecve
property
damage
insurance
carriers
waive
any
right
to
subrogaon
that
such
compani
es
may
have
against
Lessor
or
Lessee,
as
the
case
may
be,
so
long
as
the
insurance
is
not
invalidated
thereby.
8.7
Indemnity
..
Except
for
Lessor's
gross
negligence
or
willful
misconduct,
Lessee
shall
indemnify,
protect,
defend
and
hold
harmless
the
Premises,
Lessor
and
its
agents,
Lessor's
master
or
ground
lessor,
partners
and
Lenders,
from
and
against
any
and
all
claims,
loss
of
rents
and/or
damages,
liens,
judgments,
penales,
aorneys'
and
consultants'
fees,
expenses
and/or
liabilies
arising
out
of,
involving,
or
in
co
nnecon
with,
a
Breach
of
the
Lease
by
Lessee
and/or
the
use
and/or
occupancy
of
the
Premises
and/or
Project
by
Lessee
and/or
by
Lessee's
employees,
contractors
or
inv
itees
..
If
any
acon
or
proceeding
is
brought
against
Lessor
by
reason
of
any
of
the
foregoing
maers,
Lessee
shall
upon
noce
defend
the
same
at
Lessee's
expens
e
by
counsel
reasonably
sasfactory
to
Lessor
and
Lessor
shall
cooperate
with
Lessee
in
such
defense.
Lessor
need
not
have
first
paid
any
such
claim
in
order
to
b
e
defended
or
indemnified.
8.8
Exempon
of
Lessor
and
its
Agents
from
Liability
..
Notwithstanding
the
negligence
or
breach
of
this
Lease
by
Lessor
or
its
agents,
neither
Lessor
nor
its
agents
shall
be
liable
under
any
circumstances
for:
(i)
injury
or
damage
to
the
person
or
goods,
wares,
merchandise
or
other
property
of
Lessee,
Lessee's
employees,
contractors,
invitees,
customers,
or
any
other
person
in
or
about
the
Premises,
whether
such
dam
age
or
injury
is
caused
by
or
results
from
fire,
steam,
electricity,
gas,
water
or
rain,
indoor
air
quality,
the
presence
of
mold
or
from
the
breakage,
leakage,
obstruc
on
or
other
defects
of
pipes,
fire
sprinklers,
wires,
appliances,
plumbing,
HVAC
or
lighng
fixtures,
or
from
any
other
cause,
whether
the
said
injury
or
damage
results
from
condions
arising
upon
the
Premises
or
upon
other
porons
of
the
Building,
or
from
other
sources
or
places;
(ii)
any
damages
arising
from
any
act
or
neglect
of
any
other
tenant
of
Lessor
or
from
the
failure
of
Lessor
or
its
agents
to
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
9
of
19
enforce
the
provisions
of
any
other
lease
in
the
Project;
or
(iii)
injury
to
Lessee's
business
or
f
or
any
loss
of
income
or
profit
therefrom.
Instead,
it
is
intended
that
Lessee's
sole
recourse
in
the
event
of
such
damages
or
injury
be
to
file
a
claim
on
the
insurance
po
licy(ies)
that
Lessee
is
required
to
maintain
pursuant
to
the
provisions
of
paragraph
8.
8.9
Failure
to
Provide
Insurance
..
Lessee
acknowledges
that
any
failure
on
its
part
to
obtain
or
mai
ntain
the
insurance
required
herein
will
expose
Lessor
to
risks
and
potenally
cause
Lessor
to
incur
costs
not
contemplated
by
this
Lease,
the
extent
of
whi
ch
will
be
extremely
difficult
to
ascertain.
Accordingly,
for
any
month
or
poron
thereof
that
Lessee
does
not
maintain
the
required
insurance
and/or
does
not
provide
Less
or
with
the
required
binders
or
cerficates
evidencing
the
existence
of
the
required
insurance,
the
Base
Rent
shall
be
automacally
increased,
without
any
r
equirement
for
noce
to
Lessee,
by
an
amount
equal
to
10%
of
the
then
exisng
Base
Rent
or
$
100,
whichever
is
greater.
The
pares
agree
that
such
increase
in
Ba
se
Rent
represents
fair
and
reasonable
compensaon
for
the
addional
risk/costs
that
Lessor
will
incur
by
reason
of
Lessee's
failure
to
maintain
the
required
insurance.
Such
increase
in
Base
Rent
shall
in
no
event
constute
a
waiver
of
Lessee's
Default
or
Breach
with
respect
to
the
failure
to
maintain
such
insurance,
preven
t
the
exercise
of
any
of
the
other
rights
and
remedies
granted
hereunder,
nor
relieve
Lessee
of
its
obligaon
to
maintain
the
insurance
specified
in
this
Lease.
9.
Damage
or
Destrucon.
9.1
Definions
..
(a)
"
Premises
Paral
Damage
"
shall
mean
damage
or
destrucon
to
the
improvements
on
the
Premises,
other
than
Lessee
Owned
Alteraons
and
Ulity
Installaons,
which
can
reasonably
be
repaired
in
3
months
or
less
from
the
date
of
the
damage
or
destrucon,
and
the
cost
thereof
does
not
exceed
a
sum
equal
to
6
month's
Base
Rent.
Lessor
shall
nofy
Lessee
in
wring
within
30
days
from
the
date
of
the
damage
or
destrucon
as
to
whether
or
not
the
damage
is
Paral
or
Total.
(b)
"
Premises
Total
Destrucon
"
shall
mean
damage
or
destrucon
to
the
improvements
on
the
Premis
es,
other
than
Lessee
Owned
Alteraons
and
Ulity
Installaons
and
Trade
Fixtures,
which
cannot
reasonably
be
repaired
in
3
months
or
less
f
rom
the
date
of
the
damage
or
destrucon
and/or
the
cost
thereof
exceeds
a
sum
equal
to
6
month's
Base
Rent.
Lessor
shall
nofy
Lessee
in
wring
within
30
days
fr
om
the
date
of
the
damage
or
destrucon
as
to
whether
or
not
the
damage
is
Paral
or
Total.
(c)
"
Insured
Loss
"
shall
mean
damage
or
destrucon
to
improvements
on
the
Premises,
other
than
Le
ssee
Owned
Alteraons
and
Ulity
Installaons
and
Trade
Fixtures,
which
was
caused
by
an
event
required
to
be
covered
by
the
insurance
described
in
P
aragraph
8.3(a),
irrespecve
of
any
deducble
amounts
or
coverage
limits
involved.
(d)
"
Replacement
Cost
"
shall
mean
the
cost
to
repair
or
rebuild
the
improvements
owned
by
Lessor
at
the
me
of
the
occurrence
to
their
condion
exisng
immediately
prior
thereto,
including
demolion,
debris
removal
and
upgrading
required
by
the
operaon
of
Applicable
Requirements,
and
without
deducon
for
depreciaon.
(e)
"
Hazardous
Substance
Condion
"
shall
mean
the
occurrence
or
discovery
of
a
condion
involving
the
presence
of,
or
a
contaminaon
by,
a
Hazardous
Substance,
in,
on,
or
under
the
Premises
which
requires
restoraon.
9.2
Paral
Damage
-
Insured
Loss
..
If
a
Premises
Paral
Damage
that
is
an
Insured
Loss
occurs,
t
hen
Lessor
shall,
at
Lessor's
expense,
repair
such
damage
(but
not
Lessee's
Trade
Fixtures
or
Lessee
Owned
Alteraons
and
Ulity
Installaons)
as
soon
as
reaso
nably
possible
and
this
Lease
shall
connue
in
full
force
and
effect;
provided,
however,
that
Lessee
shall,
at
Lessor's
elecon,
make
the
repair
of
any
damage
or
des
trucon
the
total
cost
to
repair
of
which
is
$
10,
000
or
less,
and,
in
such
event,
Lessor
shall
make
any
applicable
insurance
proceeds
available
to
Lessee
on
a
reasonable
basi
s
for
that
purpose.
Notwithstanding
the
foregoing,
if
the
required
insurance
was
not
in
force
or
the
insurance
proceeds
are
not
sufficient
to
effect
such
repair,
the
Insuring
Party
shall
promptly
contribute
the
shortage
in
proceeds
as
and
when
required
to
complete
said
repairs.
In
the
event,
however,
such
shortage
was
due
to
the
f
act
that,
by
reason
of
the
unique
nature
of
the
improvements,
full
replacement
cost
insurance
coverage
was
not
commercially
reasonable
and
available,
Lessor
shall
hav
e
no
obligaon
to
pay
for
the
shortage
in
insurance
proceeds
or
to
fully
restore
the
unique
aspects
of
the
Premises
unless
Lessee
provides
Lessor
with
the
funds
to
cover
same,
or
adequate
assurance
thereof,
within
10
days
following
receipt
of
wrien
noce
of
such
shortage
and
request
therefor.
If
Lessor
receives
said
funds
or
adequate
assurance
thereof
within
said
10
day
period,
the
party
responsible
for
making
the
repairs
shall
complete
them
as
soon
as
reasonably
possible
and
this
Lease
shall
remain
in
full
force
and
effect.
If
such
funds
or
assurance
are
not
received,
Lessor
may
nevertheless
elect
by
wrien
noce
to
Lessee
within
10
day
s
thereaer
to:
(i)
make
such
restoraon
and
repair
as
is
commercially
reasonable
with
Lessor
paying
any
shortage
in
proceeds,
in
which
case
this
Lease
shall
remain
in
full
force
and
effect,
or
(ii)
have
this
Lease
terminate
30
days
thereaer.
Lessee
shall
not
be
entled
to
reimbursement
of
any
funds
contributed
by
Lessee
t
o
repair
any
such
damage
or
destrucon.
Premises
Paral
Damage
due
to
flood
or
earthquake
shall
be
subject
to
Paragraph
9.3,
notwithstanding
that
there
may
be
som
e
insurance
coverage,
but
the
net
proceeds
of
any
such
insurance
shall
be
made
available
for
the
repairs
if
made
by
either
Party.
9.3
Paral
Damage
-
Uninsured
Loss
..
If
a
Premises
Paral
Damage
that
is
not
an
Insured
Loss
occu
rs,
unless
caused
by
a
negligent
or
willful
act
of
Lessee
(in
which
event
Lessee
shall
make
the
repairs
at
Lessee's
expense),
Lessor
may
either:
(i)
repair
suc
h
damage
as
soon
as
reasonably
possible
at
Lessor's
expense
(subject
to
reimbursement
pursuant
to
Paragraph
4.2),
in
which
event
this
Lease
shall
connue
in
full
force
and
effect,
or
(ii)
terminate
this
Lease
by
giving
wrien
noce
to
Lessee
within
30
days
aer
receipt
by
Lessor
of
knowledge
of
the
occurrence
of
such
damage.
Such
t
erminaon
shall
be
effecve
60
days
following
the
date
of
such
noce.
In
the
event
Lessor
elects
to
terminate
this
Lease,
Lessee
shall
have
the
right
within
10
days
aer
receipt
of
the
terminaon
noce
to
give
wrien
noce
to
Lessor
of
Lessee's
commitment
to
pay
for
the
repair
of
such
damage
without
reimbursement
from
Lessor
..
Lessee
shall
provide
Lessor
with
said
funds
or
sasfactory
assurance
thereof
within
30
days
aer
making
such
commitment.
In
such
event
this
Lease
shall
con
nue
in
full
force
and
effect,
and
Lessor
shall
proceed
to
make
such
repairs
as
soon
as
reasonably
possible
aer
the
required
funds
are
available.
If
Lessee
does
not
make
the
required
commitment,
this
Lease
shall
terminate
as
of
the
date
specified
in
the
terminaon
noce.
9.4
Total
Destrucon
..
Notwithstanding
any
other
provision
hereof,
if
a
Premises
Total
Destrucon
occurs,
this
Lease
shall
terminate
60
days
following
such
Destrucon.
If
the
damage
or
destrucon
was
caused
by
the
gross
negligence
or
willful
misconduct
of
Lessee,
Lessor
shall
have
the
right
to
recover
Lessor's
damages
from
Lessee,
except
as
provided
in
Paragraph
8.6.
9.5
Damage
Near
End
of
Term
..
If
at
any
me
during
the
last
6
months
of
this
Lease
there
is
damage
for
which
the
cost
to
repair
exceeds
one
month's
Base
Rent,
whether
or
not
an
Insured
Loss,
Lessor
may
terminate
this
Lease
effecve
60
days
following
the
date
of
occurrence
of
such
damage
by
giving
a
wrien
terminaon
noce
to
Lessee
within
30
days
aer
the
date
of
occurrence
of
such
damage.
Notwithsta
nding
the
foregoing,
if
Lessee
at
that
me
has
an
exercisable
opon
to
extend
this
Lease
or
to
purchase
the
Premises,
then
Lessee
may
preserve
this
Lease
by
(a)
exercising
such
opon
and
(b)
providing
Lessor
with
any
shortage
in
insurance
proceeds
(or
adequate
assurance
thereof)
needed
to
make
the
repairs
on
or
before
the
earlier
of
(i)
the
date
which
is
10
days
aer
Lessee's
receipt
of
Lessor's
wrien
noce
purporng
to
terminate
this
Lease,
or
(ii)
the
day
prior
to
the
date
upon
which
such
opon
expires.
If
Lessee
duly
exercises
such
opon
during
such
period
and
provides
Lessor
with
funds
(or
adequate
assurance
thereof)
to
cover
any
shortage
i
n
insurance
proceeds,
Lessor
shall,
at
Lessor's
commercially
reasonable
expense,
repair
such
damage
as
soon
as
reasonably
possible
and
this
Lease
shall
connue
in
full
force
and
effect.
If
Lessee
fails
to
exercise
such
opon
and
provide
such
funds
or
assurance
during
such
period,
then
this
Lease
shall
terminate
on
the
date
spe
cified
in
the
terminaon
noce
and
Lessee's
opon
shall
be
exnguished.
9.6
Abatement
of
Rent;
Lessee's
Remedies
..
(a)
Abatement
..
In
the
event
of
Premises
Paral
Damage
or
Premises
Total
Destrucon
or
a
Hazardou
s
Substance
Condion
for
which
Lessee
is
not
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
10
of
19
responsible
under
this
Lease,
the
Rent
payable
by
Lessee
for
the
period
required
for
the
repair,
r
emediaon
or
restoraon
of
such
damage
shall
be
abated
in
proporon
to
the
degree
to
which
Lessee's
use
of
the
Premises
is
impaired,
but
not
to
exceed
the
p
roceeds
received
from
the
Rental
Value
insurance.
All
other
obligaons
of
Lessee
hereunder
shall
be
performed
by
Lessee,
and
Lessor
shall
have
no
liability
fo
r
any
such
damage,
destrucon,
remediaon,
repair
or
restoraon
except
as
provided
herein.
(b)
Remedies
..
If
Lessor
is
obligated
to
repair
or
restore
the
Premises
and
does
not
commence,
in
a
substanal
and
meaningful
way,
such
repair
or
restoraon
within
90
days
aer
such
obligaon
shall
accrue,
Lessee
may,
at
any
me
prior
to
th
e
commencement
of
such
repair
or
restoraon,
give
wrien
noce
to
Lessor
and
to
any
Lenders
of
which
Lessee
has
actual
noce,
of
Lessee's
elecon
to
terminate
this
Lease
on
a
date
not
less
than
60
days
following
the
giving
of
such
noce.
If
Lessee
gives
such
noce
and
such
repair
or
restoraon
is
not
commenced
within
30
days
thereaer,
this
Lease
shall
terminate
as
of
the
date
specified
in
said
noce.
If
the
repair
or
restoraon
is
commenced
within
such
30
days,
this
Lease
shall
connue
i
n
full
force
and
effect.
"Commence"
shall
mean
either
the
uncondional
authorizaon
of
the
preparaon
of
the
required
plans,
or
the
beginning
of
the
actua
l
work
on
the
Premises,
whichever
first
occurs.
9.7
Terminaon;
Advance
Payments
..
Upon
terminaon
of
this
Lease
pursuant
to
Paragraph
6.2(g)
or
Paragraph
9,
an
equitable
adjustment
shall
be
made
concerning
advance
Base
Rent
and
any
other
advance
payments
made
by
Lessee
to
Lessor.
Lessor
shall,
in
addion,
return
to
Lessee
so
much
of
Lessee's
Security
Deposit
as
has
not
been,
or
is
not
then
required
to
be,
used
by
Lessor.
10.
Real
Property
Taxes.
10.1
Definion
..
As
used
herein,
the
term
"
Real
Property
Taxes
"
shall
include
any
form
of
assessme
nt;
real
estate,
general,
special,
ordinary
or
extraordinary,
or
rental
levy
or
tax
(other
than
inheritance,
personal
income
or
estate
taxes);
improvement
bond;
an
d/or
license
fee
imposed
upon
or
levied
against
any
legal
or
equitable
interest
of
Lessor
in
the
Project,
Lessor's
right
to
other
income
therefrom,
and/or
Less
or's
business
of
leasing,
by
any
authority
having
the
direct
or
indirect
power
to
tax
and
where
the
funds
are
generated
with
reference
to
the
Project
address.
The
term
"Rea
l
Property
Taxes"
shall
also
include
any
tax,
fee,
levy,
assessment
or
charge,
or
any
increase
therein:
(i)
imposed
by
reason
of
events
occurring
during
the
term
of
this
Lease,
including
but
not
limited
to,
a
change
in
the
ownership
of
the
Project,
(ii)
a
change
in
the
improvements
thereon,
and/or
(iii)
levied
or
assessed
on
machi
nery
or
equipment
provided
by
Lessor
to
Lessee
pursuant
to
this
Lease.
In
calculang
Real
Property
Taxes
for
any
calendar
year,
the
Real
Property
Taxes
for
any
real
esta
te
tax
year
shall
be
included
in
the
calculaon
of
Real
Property
Taxes
for
such
calendar
year
based
upon
the
number
of
days
which
such
calendar
year
and
tax
year
have
in
c
ommon.
No
R
eal
P
roperty
T
ax
Pen
alties
incurred
by
cause
of
the
Lessor,
nor
income
taxes
will
be
cha
rged
to
the
Lessee
..
Lessor
will
not
provide
any
relief
of
increase
in
property
taxes
in
the
event
of
sale
o
r
the
transfer
of
title
..
10.2
Payment
of
Taxes
..
Except
as
otherwise
provided
in
Paragraph
10.3,
Lessor
shall
pay
the
Real
P
roperty
Taxes
applicable
to
the
Project,
and
said
payments
shall
be
included
in
the
calculaon
of
Common
Area
Operang
Expenses
in
accordance
with
the
provis
ions
of
Paragraph
4.2.
10.3
Addional
Improvements
..
Common
Area
Operang
Expenses
shall
not
include
Real
Property
Taxes
specified
in
the
tax
assessor's
records
and
work
sheets
as
being
caused
by
addional
improvements
placed
upon
the
Project
by
other
lessees
or
by
Lessor
for
the
exclusive
enjoyment
of
such
other
lessees.
Notwithstanding
Paragraph
10.2
hereof,
Lessee
shall,
however,
pay
to
Lessor
at
the
me
Common
Area
Operang
Exp
enses
are
payable
under
Paragraph
4.2,
the
enrety
of
any
increase
in
Real
Property
Taxes
if
assessed
solely
by
reason
of
Alteraons,
Trade
Fixtures
or
Ul
ity
Installaons
placed
upon
the
Premises
by
Lessee
or
at
Lessee's
request
or
by
reason
of
any
alteraons
or
improvements
to
the
Premises
made
by
Lessor
subsequent
to
the
execuon
of
this
Lease
by
the
Pares.
10.4
Joint
Assessment
..
If
the
Building
is
not
separately
assessed,
Real
Property
Taxes
allocated
t
o
the
Building
shall
be
an
equitable
proporon
of
the
Real
Property
Taxes
for
all
of
the
land
and
improvements
included
within
the
tax
parcel
assessed,
such
p
roporon
to
be
determined
by
Lessor
from
the
respecve
valuaons
assigned
in
the
assessor's
work
sheets
or
such
other
informaon
as
may
be
reasonably
ava
ilable.
Lessor's
reasonable
determinaon
thereof,
in
good
faith,
shall
be
conclusive.
10.5
Personal
Property
Taxes
..
Lessee
shall
pay
prior
to
delinquency
all
taxes
assessed
against
and
levied
upon
Lessee
Owned
Alteraons
and
Ulity
Installaons,
Trade
Fixtures,
furnishings,
equipment
and
all
personal
property
of
Lessee
contain
ed
in
the
Premises.
When
possible,
Lessee
shall
cause
its
Lessee
Owned
Alteraons
and
Ulity
Installaons,
Trade
Fixtures,
furnishings,
equipment
and
all
other
personal
property
to
be
assessed
and
billed
separately
from
the
real
property
of
Lessor.
If
any
of
Lessee's
said
property
shall
be
assessed
with
Lessor's
real
property,
Lessee
shall
pay
Lessor
the
taxes
aributable
to
Lessee's
property
within
10
days
aer
receipt
of
a
wrien
statement
seng
forth
the
taxes
applicable
to
Lessee's
p
roperty.
11.
Ulies
and
Services.
11.1
Lessee
shall
pay
for
all
water,
gas,
heat,
light,
power,
telephone,
trash
disposal
and
ot
her
ulies
and
services
supplied
to
the
Premises,
together
with
any
taxes
thereon.
Notwithstanding
the
provisions
of
Paragraph
4.2,
if
at
any
me
in
Lessor's
sole
ju
dgment,
Lessor
determines
that
Lessee
is
using
a
disproporonate
amount
of
water,
electricity
or
other
commonly
metered
ulies,
or
that
Lessee
is
generang
suc
h
a
large
volume
of
trash
as
to
require
an
increase
in
the
size
of
the
trash
receptacle
and/or
an
increase
in
the
number
of
mes
per
month
that
it
is
emped,
then
Lesso
r
may
increase
Lessee's
Base
Rent
by
an
amount
equal
to
such
increased
costs.
There
shall
be
no
abatement
of
Rent
and
Lessor
shall
not
be
liable
in
any
respect
whatsoever
for
the
inadequacy,
stoppage,
interrupon
or
disconnuance
of
any
ulity
or
service
due
to
riot,
strike,
labor
dispute,
breakdown,
accident
,
repair
or
other
cause
beyond
Lessor's
reasonable
control
or
in
cooperaon
with
governmental
request
or
direcons.
11.2
Within
fieen
days
of
Lessor's
wrien
request,
Lessee
agrees
to
deliver
to
Lessor
such
infor
maon,
documents
and/or
authorizaon
as
Lessor
needs
in
order
for
Lessor
to
comply
with
new
or
exisng
Applicable
Requirements
relang
to
commercial
build
ing
energy
usage,
rangs,
and/or
the
reporng
thereof.
12.
Assignment
and
Subleng.
12.1
Lessor's
Consent
Required
..
(a)
Lessee
shall
not
voluntarily
or
by
operaon
of
law
assign,
transfer,
mortgage
or
encumber
(c
ollecvely,
"
assign
or
assignment
")
or
sublet
all
or
any
part
of
Lessee's
interest
in
this
Lease
or
in
the
Premises
without
Lessor's
prior
wrien
consent.
(b)
Unless
Lessee
is
a
corporaon
and
its
stock
is
publicly
traded
on
a
naonal
stock
exchange,
a
change
in
the
control
of
Lessee
shall
constute
an
assignment
requiring
consent.
The
transfer,
on
a
cumulave
basis,
of
25%
or
more
of
the
vong
control
of
Lessee
shall
constute
a
change
in
control
for
this
purpose.
(c)
The
involvement
of
Lessee
or
its
assets
in
any
transacon,
or
series
of
transacons
(by
way
of
merger,
sale,
acquision,
financing,
transfer,
leveraged
buy
-
out
or
otherwise),
whether
or
not
a
formal
assignment
or
hypothecaon
of
this
Lease
or
Lessee'
s
assets
occurs,
which
results
or
will
result
in
a
reducon
of
the
Net
Worth
of
Lessee
by
an
amount
greater
than
25%
of
such
Net
Worth
as
it
was
represented
at
the

me
of
the
execuon
of
this
Lease
or
at
the
me
of
the
most
recent
assignment
to
which
Lessor
has
consented,
or
as
it
exists
immediately
prior
to
said
transac
on
or
transacons
constung
such
reducon,
whichever
was
or
is
greater,
shall
be
considered
an
assignment
of
this
Lease
to
which
Lessor
may
withhold
its
consent.
"
Net
Worth
of
Lessee
"
shall
mean
the
net
worth
of
Lessee
(excluding
any
guarantors)
established
under
generally
accepted
accounng
principles.
(d)
An
assignment
or
subleng
without
consent
shall,
at
Lessor's
opon,
be
a
Default
curable
a
er
noce
per
Paragraph
13.1(d),
or
a
non
-
curable
Breach
without
the
necessity
of
any
noce
and
grace
period.
If
Lessor
elects
to
treat
such
unapproved
ass
ignment
or
subleng
as
a
non
-
curable
Breach,
Lessor
may
either:
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
11
of
19
(i)
terminate
this
Lease,
or
(ii)
upon
30
days
wrien
noce,
increase
the
monthly
Base
Rent
to
110%
of
the
Base
Rent
then
in
effect.
Further,
in
the
event
of
such
Breach
and
rental
adjustment,
(i)
the
purchase
price
of
any
opon
to
purchase
the
Premises
held
b
y
Lessee
shall
be
subject
to
similar
adjustment
to
110%
of
the
price
previously
in
effect,
and
(ii)
all
fixed
and
non
-
fixed
rental
adjustments
scheduled
during
the
rem
ainder
of
the
Lease
term
shall
be
increased
to
110%
of
the
scheduled
adjusted
rent.
(e)
Lessee's
remedy
for
any
breach
of
Paragraph
12.1
by
Lessor
shall
be
limited
to
compensatory
dam
ages
and/or
injuncve
relief.
(f)
Lessor
may
reasonably
withhold
consent
to
a
proposed
assignment
or
subleng
if
Lessee
is
in
D
efault
at
the
me
consent
is
requested.
(g)
Notwithstanding
the
foregoing,
allowing
a
de
minimis
poron
of
the
Premises,
i.
e.
20
squar
e
feet
or
less,
to
be
used
by
a
third
party
vendor
in
connecon
with
the
installaon
of
a
vending
machine
or
payphone
shall
not
constute
a
subleng.
12.2
Terms
and
Condions
Applicable
to
Assignment
and
Subleng
..
(a)
Regardless
of
Lessor's
consent,
no
assignment
or
subleng
shall
:
(i)
be
effecve
without
the
express
wrien
assumpon
by
such
assignee
or
sublessee
of
the
obligaons
of
Lessee
under
this
Lease,
(ii)
release
Lessee
of
any
obligaons
he
reunder,
or
(iii)
alter
the
primary
liability
of
Lessee
for
the
payment
of
Rent
or
for
the
performance
of
any
other
obligaons
to
be
performed
by
Lessee.
(b)
Lessor
may
accept
Rent
or
performance
of
Lessee's
obligaons
from
any
person
other
than
Lessee
pending
approval
or
disapproval
of
an
assignment.
Neither
a
delay
in
the
approval
or
disapproval
of
such
assignment
nor
the
acceptance
of
Rent
or
perf
ormance
shall
constute
a
waiver
or
estoppel
of
Lessor's
right
to
exercise
its
remedies
for
Lessee's
Default
or
Breach.
(c)
Lessor's
consent
to
any
assignment
or
subleng
shall
not
constute
a
consent
to
any
subseque
nt
assignment
or
subleng.
(d)
In
the
event
of
any
Default
or
Breach
by
Lessee,
Lessor
may
proceed
directly
against
Lessee,
any
Guarantors
or
anyone
else
responsible
for
the
performance
of
Lessee's
obligaons
under
this
Lease,
including
any
assignee
or
sublessee,
without
first
exhausng
Lessor's
remedies
against
any
other
person
or
enty
responsible
therefor
to
Lessor,
or
any
security
held
by
Lessor.
(e)
Each
request
for
consent
to
an
assignment
or
subleng
shall
be
in
wring,
accompanied
by
in
formaon
relevant
to
Lessor's
determinaon
as
to
the
financial
and
operaonal
responsibility
and
appropriateness
of
the
proposed
assignee
or
sublessee,
including
but
not
limited
to
the
intended
use
and/or
required
modificaon
of
the
Premises,
if
any,
together
with
a
fee
of
$
500
as
consideraon
for
Lessor's
c
onsidering
and
processing
said
request.
Lessee
agrees
to
provide
Lessor
with
such
other
or
addional
informaon
and/or
documentaon
as
may
be
reasonably
requested.
(See
also
Paragraph
36)
(f)
Any
assignee
of,
or
sublessee
under,
this
Lease
shall,
by
reason
of
accepng
such
assignmen
t,
entering
into
such
sublease,
or
entering
into
possession
of
the
Premises
or
any
poron
thereof,
be
deemed
to
have
assumed
and
agreed
to
conform
and
comply
with
each
and
every
term,
covenant,
condion
and
obligaon
herein
to
be
observed
or
performed
by
Lessee
during
the
term
of
said
assignment
or
sublease,
other
than
such
obligaons
as
are
contrary
to
or
inconsistent
with
provisions
of
an
assignment
or
sublease
to
which
Lessor
has
specifically
consented
to
in
wring.
(g)
Lessor's
consent
to
any
assignment
or
subleng
shall
not
transfer
to
the
assignee
or
sublesse
e
any
Opon
granted
to
the
original
Lessee
by
this
Lease
unless
such
transfer
is
specifically
consented
to
by
Lessor
in
wring.
(See
Paragraph
39.2)
(h)
Notwithstanding
anything
to
the
contrary
above
,
Lessor’s
consent
shall
not
be
required
for
any
(i)
assignment
or
sublease
to
any
entity
which
controls,
is
controlled
by,
or
is
under
common
control
with
Lessee,
or
(ii)
any
assignment
(including
a
change
of
control)
to
an
entity
which
a
cquires,
directly
or
indirectly,
all
or
substantially
all
of
the
stock
or
assets
of
Lessee,
or
which
merges
or
consolidates
with
Lessee,
so
long
as
such
successor
entity
has
a
net
worth
equal
to
or
greater
than
Lessee’s
net
worth
..
12.3
Addional
Terms
and
Condions
Applicable
to
Subleng
..
The
following
terms
and
condions
s
hall
apply
to
any
subleng
by
Lessee
of
all
or
any
part
of
the
Premises
and
shall
be
deemed
included
in
all
subleases
under
this
Lease
whether
or
not
expressly
incorporated
therein:
(a)
Lessee
hereby
assigns
and
transfers
to
Lessor
all
of
Lessee's
interest
in
all
Rent
payable
on
a
ny
sublease,
and
Lessor
may
collect
such
Rent
and
apply
same
toward
Lessee's
obligaons
under
this
Lease;
provided,
however,
that
unl
a
Breach
shall
oc
cur
in
the
performance
of
Lessee's
obligaons,
Lessee
may
collect
said
Rent.
In
the
event
that
the
amount
collected
by
Lessor
exceeds
Lessee's
then
outstanding
oblig
aons
any
such
excess
shall
be
refunded
to
Lessee.
Lessor
shall
not,
by
reason
of
the
foregoing
or
any
assignment
of
such
sublease,
nor
by
reason
of
the
colleco
n
of
Rent,
be
deemed
liable
to
the
sublessee
for
any
failure
of
Lessee
to
perform
and
comply
with
any
of
Lessee's
obligaons
to
such
sublessee.
Lessee
hereby
irrevocably
authorizes
and
directs
any
such
sublessee,
upon
receipt
of
a
wrien
noce
from
Lessor
stang
that
a
Breach
exists
in
the
performance
of
Lessee's
obligaons
u
nder
this
Lease,
to
pay
to
Lessor
all
Rent
due
and
to
become
due
under
the
sublease.
Sublessee
shall
rely
upon
any
such
noce
from
Lessor
and
shall
pay
all
Rents
t
o
Lessor
without
any
obligaon
or
right
to
inquire
as
to
whether
such
Breach
exists,
notwithstanding
any
claim
from
Lessee
to
the
contrary.
(b)
In
the
event
of
a
Breach
by
Lessee,
Lessor
may,
at
its
opon,
require
sublessee
to
aorn
t
o
Lessor,
in
which
event
Lessor
shall
undertake
the
obligaons
of
the
sublessor
under
such
sublease
from
the
me
of
the
exercise
of
said
opon
to
the
expiraon
of
such
sublease;
provided,
however,
Lessor
shall
not
be
liable
for
any
prepaid
rents
or
security
deposit
paid
by
such
sublessee
to
such
sublessor
or
for
any
prior
Defaults
or
Breaches
of
such
sublessor.
(c)
Any
maer
requiring
the
consent
of
the
sublessor
under
a
sublease
shall
also
require
the
conse
nt
of
Lessor.
(d)
No
sublessee
shall
further
assign
or
sublet
all
or
any
part
of
the
Premises
without
Lessor's
pr
ior
wrien
consent.
(e)
Lessor
shall
deliver
a
copy
of
any
noce
of
Default
or
Breach
by
Lessee
to
the
sublessee,
who
shall
have
the
right
to
cure
the
Default
of
Lessee
within
the
grace
period,
if
any,
specified
in
such
noce.
The
sublessee
shall
have
a
right
of
reimburse
ment
and
offset
from
and
against
Lessee
for
any
such
Defaults
cured
by
the
sublessee.
(f)
Lessee
may
sublease
the
Premises
at
any
time
with
the
prior
written
consent
of
L
essor
,
whose
consent
shall
not
be
unreasonably
withheld
..
In
the
event
of
a
sublease,
L
esso
r
shall
receive
50
%
of
any
excess
subletting
rent
received
by
the
Lessee
..
13.
Default;
Breach;
Remedies.
13.1
Default;
Breach
..
A
"
Default
"
is
defined
as
a
failure
by
the
Lessee
to
comply
with
or
perform
a
ny
of
the
terms,
covenants,
condions
or
Rules
and
Regulaons
under
this
Lease.
A
"
Breach
"
is
defined
as
the
occurrence
of
one
or
more
of
the
followi
ng
Defaults,
and
the
failure
of
Lessee
to
cure
such
Default
within
any
applicable
grace
period:
(a)
The
abandonment
of
the
Premises;
the
vacang
of
the
Premises
prior
to
the
expiraon
or
termin
aon
of
this
Lease
without
providing
a
commercially
reasonable
level
of
security,
or
where
the
coverage
of
the
property
insurance
described
in
Paragrap
h
8.3
is
jeopardized
as
a
result
thereof,
or
without
providing
reasonable
assurances
to
minimize
potenal
vandalism;
or
failure
to
deliver
to
Lessor
exclusive
pos
session
of
the
enre
Premises
in
accordance
herewith
prior
to
the
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
12
of
19
expiraon
or
terminaon
of
this
Lease.
(b)
The
failure
of
Lessee
to
(i)
make
any
payment
of
Rent
or
any
Security
Deposit
required
to
be
m
ade
by
Lessee
hereunder,
whether
to
Lessor
or
to
a
third
party,
when
due,
(ii)
to
provide
reasonable
evidence
of
insurance
or
surety
bond,
or
(iii)
to
fulfill
any
obligaon
under
this
Lease
which
endangers
or
threatens
life
or
property,
where
such
failure
connues
for
a
period
of
3
business
days
following
wrien
noce
to
Lessee.
THE
ACCEPTANCE
BY
LESSOR
OF
A
PARTIAL
PAYMENT
OF
RENT
OR
SECURITY
DEPOSIT
SHALL
NOT
CONSTITUTE
A
WAIVER
OF
ANY
OF
LESSOR'S
RIGHTS,
INCLUDING
LESSOR'
S
RIGHT
TO
RECOVER
POSSESSION
OF
THE
PREMISES.
(c)
The
failure
of
Lessee
to
allow
Lessor
and/or
its
agents
access
to
the
Premises
or
the
commissio
n
of
waste,
act
or
acts
constung
public
or
private
nuisance,
and/or
an
illegal
acvity
on
the
Premises
by
Lessee,
where
such
acons
connue
for
a
period
of
3
business
days
following
wrien
noce
to
Lessee.
In
the
event
that
Lessee
commits
waste,
a
nuisance
or
an
illegal
acvity
a
second
me
then,
the
Lessor
may
elect
to
treat
such
conduct
as
a
non
-
curable
Breach
rather
than
a
Default.
(d)
The
failure
by
Lessee
to
provide
(i)
reasonable
wrien
evidence
of
compliance
with
Applicable
Requirements,
(ii)
the
service
contracts,
(iii)
the
rescission
of
an
unauthorized
assignment
or
subleng,
(iv)
an
Estoppel
Cerficate
or
financial
statements,
(v)
a
requested
subordinaon,
(vi)
evidence
concerning
any
guaranty
and/or
Guarantor,
(vii)
any
document
requested
under
Paragraph
41,
(viii)
material
safe
ty
data
sheets
(MSDS),
or
(ix)
any
other
documentaon
or
informaon
which
Lessor
may
reasonably
require
of
Lessee
under
the
terms
of
this
Lease,
where
any
such
failure
connues
for
a
period
of
10
days
following
wrien
noce
to
Lessee.
(e)
A
Default
by
Lessee
as
to
the
terms,
covenants,
condions
or
provisions
of
this
Lease,
or
o
f
the
rules
adopted
under
Paragraph
2.9
hereof,
other
than
those
described
in
subparagraphs
13.1(a),
(b),
(c)
or
(d),
above,
where
such
Default
connues
for
a
period
of
30
days
aer
wrien
noce;
provided,
however,
that
if
the
nature
of
Lessee's
Default
is
such
that
more
than
30
days
are
reasonably
required
for
its
cure,
then
it
shall
not
be
deemed
to
be
a
Breach
if
Lessee
commences
such
cure
within
said
30
day
period
and
thereaer
diligently
prosecutes
such
cure
to
compleon.
(f)
The
occurrence
of
any
of
the
following
events:
(i)
the
making
of
any
general
arrangement
or
a
ssignment
for
the
benefit
of
creditors;
(ii)
becoming
a
"
debtor
"
as
defined
in
11
U.
S.
C.
§
101
or
any
successor
statute
thereto
(unless,
in
the
case
of
a
peon
filed
against
Lessee,
the
same
is
dismissed
within
60
days);
(iii)
the
appointment
of
a
trustee
or
receiver
to
take
possession
of
substanally
all
of
Lessee's
assets
located
at
the
Premises
or
of
Lessee's
interest
in
this
Lease,
where
possession
is
not
restored
to
Lessee
within
30
days;
or
(iv)
the
aachment,
execuon
or
other
ju
dicial
seizure
of
substanally
all
of
Lessee's
assets
located
at
the
Premises
or
of
Lessee's
interest
in
this
Lease,
where
such
seizure
is
not
discharged
within
30
days
;
provided,
however,
in
the
event
that
any
provision
of
this
subparagraph
is
contrary
to
any
applicable
law,
such
provision
shall
be
of
no
force
or
effect,
and
not
affect
the
validity
of
the
remaining
provisions.
(g)
The
discovery
that
any
financial
statement
of
Lessee
or
of
any
Guarantor
given
to
Lessor
was
ma
terially
false.
(h)
If
the
performance
of
Lessee's
obligaons
under
this
Lease
is
guaranteed:
(i)
the
death
of
a
Guarantor,
(ii)
the
terminaon
of
a
Guarantor's
liability
with
respect
to
this
Lease
other
than
in
accordance
with
the
terms
of
such
guaranty,
(iii)
a
Guara
ntor's
becoming
insolvent
or
the
subject
of
a
bankruptcy
filing,
(iv)
a
Guarantor's
refusal
to
honor
the
guaranty,
or
(v)
a
Guarantor's
breach
of
its
guaranty
obligaon
on
an
ancipatory
basis,
and
Lessee's
failure,
within
60
days
following
wrien
noce
of
any
such
event,
to
provide
wrien
alternave
assurance
or
security,
which,
wh
en
coupled
with
the
then
exisng
resources
of
Lessee,
equals
or
exceeds
the
combined
financial
resources
of
Lessee
and
the
Guarantors
that
existed
at
the
me
of
ex
ecuon
of
this
Lease.
13.2
Remedies
..
If
Lessee
fails
to
perform
any
of
its
affirmave
dues
or
obligaons,
within
10
days
aer
wrien
noce
(or
in
case
of
an
emergency,
without
noce),
Lessor
may,
at
its
opon,
perform
such
duty
or
obligaon
on
Lessee's
behalf,
includin
g
but
not
limited
to
the
obtaining
of
reasonably
required
bonds,
insurance
policies,
or
governmental
licenses,
permits
or
approvals.
Lessee
shall
pay
to
Lessor
an
amount
equal
to
115%
of
the
costs
and
expenses
incurred
by
Lessor
in
such
performance
upon
receipt
of
an
invoice
therefor.
In
the
event
of
a
Breach,
Lessor
may,
wi
th
or
without
further
noce
or
demand,
and
without
liming
Lessor
in
the
exercise
of
any
right
or
remedy
which
Lessor
may
have
by
reason
of
such
Breach:
(a)
Terminate
Lessee's
right
to
possession
of
the
Premises
by
any
lawful
means,
in
which
case
this
Lease
shall
terminate
and
Lessee
shall
immediately
surrender
possession
to
Lessor.
In
such
event
Lessor
shall
be
entled
to
recover
from
Lessee:
(i)
the
unpaid
Rent
which
had
been
earned
at
the
me
of
terminaon;
(ii)
the
worth
at
the
me
of
award
of
the
amount
by
which
the
unpaid
rent
which
would
have
been
ea
rned
aer
terminaon
unl
the
me
of
award
exceeds
the
amount
of
such
rental
loss
that
the
Lessee
proves
could
have
been
reasonably
avoided;
(iii)
the
wor
th
at
the
me
of
award
of
the
amount
by
which
the
unpaid
rent
for
the
balance
of
the
term
aer
the
me
of
award
exceeds
the
amount
of
such
rental
loss
that
the
Less
ee
proves
could
be
reasonably
avoided;
and
(iv)
any
other
amount
necessary
to
compensate
Lessor
for
all
the
detriment
proximately
caused
by
the
Lessee's
failure
to
p
erform
its
obligaons
under
this
Lease
or
which
in
the
ordinary
course
of
things
would
be
likely
to
result
therefrom,
including
but
not
limited
to
the
cost
of
reco
vering
possession
of
the
Premises,
expenses
of
releng,
including
necessary
renovaon
and
alteraon
of
the
Premises,
reasonable
aorneys'
fees,
and
that
poron
of
any
leasing
commission
paid
by
Lessor
in
connecon
with
this
Lease
applicable
to
the
unexpired
term
of
this
Lease.
Lessor
and
Lessee
agree
that
the
damages
to
b
e
incurred
by
the
Lessor
in
the
event
of
Lessee's
default
of
the
Lease
would
be
difficult
or
impossible
to
calculate
and
the
pares
therefore
intend
to
provide
by
t
he
foregoing
for
liquidated
damages
and
not
a
penalty
and
agree
that
the
sum
provided
is
a
reasonable
pre
-
esmate
of
the
probable
loss.
The
worth
at
the
me
of
a
ward
of
the
amount
referred
to
in
provision
(iii)
of
the
immediately
preceding
sentence
shall
be
computed
by
discounng
such
amount
at
the
discount
rate
of
the
Federal
Reserve
Bank
of
the
District
within
which
the
Premises
are
located
at
the
me
of
award
plus
one
percent.
Efforts
by
Lessor
to
migate
damages
caused
by
Less
ee's
Breach
of
this
Lease
shall
not
waive
Lessor's
right
to
recover
any
damages
to
which
Lessor
is
otherwise
entled.
If
terminaon
of
this
Lease
is
obtained
through
the
provisional
remedy
of
unlawful
detainer,
Lessor
shall
have
the
right
to
recover
in
such
proceeding
any
unpaid
Rent
and
damages
as
are
recoverable
therein,
or
Less
or
may
reserve
the
right
to
recover
all
or
any
part
thereof
in
a
separate
suit.
If
a
noce
and
grace
period
required
under
Paragraph
13.1
was
not
previously
given,
a
noce
to
pay
rent
or
quit,
or
to
perform
or
quit
given
to
Lessee
under
the
unlawful
detainer
statute
shall
also
constute
the
noce
required
by
Paragraph
13.1.
In
such
case,
the
applicable
grace
period
required
by
Paragraph
13.1
and
the
unlawful
detainer
statute
shall
run
concurrently,
and
the
failure
of
Lessee
to
cure
the
Def
ault
within
the
greater
of
the
two
such
grace
periods
shall
constute
both
an
unlawful
detainer
and
a
Breach
of
this
Lease
entling
Lessor
to
the
remedies
provided
for
i
n
this
Lease
and/or
by
said
statute.
(b)
Connue
the
Lease
and
Lessee's
right
to
possession
and
recover
the
Rent
as
it
becomes
due,
in
which
event
Lessee
may
sublet
or
assign,
subject
only
to
reasonable
limitaons.
Acts
of
maintenance,
efforts
to
relet,
and/or
the
appointment
of
a
rec
eiver
to
protect
the
Lessor's
interests,
shall
not
constute
a
terminaon
of
the
Lessee's
right
to
possession.
(c)
Pursue
any
other
remedy
now
or
hereaer
available
under
the
laws
or
judicial
decisions
of
the
state
wherein
the
Premises
are
located.
The
expiraon
or
terminaon
of
this
Lease
and/or
the
terminaon
of
Lessee's
right
to
possession
shall
not
reliev
e
Lessee
from
liability
under
any
indemnity
provisions
of
this
Lease
as
to
maers
occurring
or
accruing
during
the
term
hereof
or
by
reason
of
Lessee's
occupancy
of
the
Premises.
13.3
Inducement
Recapture.
Any
agreement
for
free
or
abated
rent
or
other
charges,
the
cost
of
ten
ant
improvements
for
Lessee
paid
for
or
performed
by
Lessor,
or
for
the
giving
or
paying
by
Lessor
to
or
for
Lessee
of
any
cash
or
other
bonus,
inducem
ent
or
consideraon
for
Lessee's
entering
into
this
Lease,
all
of
which
concessions
are
hereinaer
referred
to
as
"
Inducement
Provisions
,"
shall
be
deemed
condioned
upo
n
Lessee's
full
and
faithful
performance
of
all
of
the
terms,
covenants
and
condions
of
this
Lease.
Upon
Breach
of
this
Lease
by
Lessee,
any
such
Inducement
P
rovision
shall
automacally
be
deemed
deleted
from
this
Lease
and
of
no
further
force
or
effect,
and
any
rent,
other
charge,
bonus,
inducement
or
considerao
n
theretofore
abated,
given
or
paid
by
Lessor
under
such
an
Inducement
Provision
shall
be
immediately
due
and
payable
by
Lessee
to
Lessor,
notwithstanding
any
subsequent
cure
of
said
Breach
by
Lessee.
The
acceptance
by
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
13
of
19
Lessor
of
rent
or
the
cure
of
the
Breach
which
iniated
the
operaon
of
this
paragraph
shall
not
b
e
deemed
a
waiver
by
Lessor
of
the
provisions
of
this
paragraph
unless
specifically
so
stated
in
wring
by
Lessor
at
the
me
of
such
acceptance.
13.4
Late
Charges
..
Lessee
hereby
acknowledges
that
late
payment
by
Lessee
of
Rent
will
cause
Lessor
to
incur
costs
not
contemplated
by
this
Lease,
the
exact
amount
of
which
will
be
extremely
difficult
to
ascertain.
Such
costs
include,
but
are
not
limited
to,
processing
and
accounng
charges,
and
late
charges
which
may
be
imposed
upon
Lessor
by
any
Lender.
Accordingly,
if
any
Rent
shall
not
be
received
by
Lessor
within
5
days
aer
such
amount
shall
be
due,
then,
without
any
requirement
for
noce
to
Lessee,
Lessee
shall
immediately
pay
to
Lessor
a
one
-
me
late
charge
equ
al
to
10%
of
each
such
overdue
amount
or
$
100,
whichever
is
greater.
The
pares
hereby
agree
that
such
late
charge
represents
a
fair
and
reasonable
esmate
o
f
the
costs
Lessor
will
incur
by
reason
of
such
late
payment.
Acceptance
of
such
late
charge
by
Lessor
shall
in
no
event
constute
a
waiver
of
Lessee's
Default
o
r
Breach
with
respect
to
such
overdue
amount,
nor
prevent
the
exercise
of
any
of
the
other
rights
and
remedies
granted
hereunder.
In
the
event
that
a
late
charge
is
payable
hereunder,
whether
or
not
collected,
for
3
consecuve
installments
of
Base
Rent,
then
notwithstanding
any
provision
of
this
Lease
to
the
contrary,
Base
Rent
shall,
at
Lessor's
opon,
become
due
and
payable
quarterly
in
advance.
13.5
Interest
..
Any
monetary
payment
due
Lessor
hereunder,
other
than
late
charges,
not
received
b
y
Lessor,
when
due
shall
bear
interest
from
the
31st
day
aer
it
was
due.
The
interest
("
Interest
")
charged
shall
be
computed
at
the
rate
of
10%
per
ann
um
but
shall
not
exceed
the
maximum
rate
allowed
by
law.
Interest
is
payable
in
addion
to
the
potenal
late
charge
provided
for
in
Paragraph
13.4.
13.6
Breach
by
Lessor
..
(a)
Noce
of
Breach
..
Lessor
shall
not
be
deemed
in
breach
of
this
Lease
unless
Lessor
fails
withi
n
a
reasonable
me
to
perform
an
obligaon
required
to
be
performed
by
Lessor.
For
purposes
of
this
Paragraph,
a
reasonable
me
shall
in
no
event
be
les
s
than
30
days
aer
receipt
by
Lessor,
and
any
Lender
whose
name
and
address
shall
have
been
furnished
to
Lessee
in
wring
for
such
purpose,
of
wrien
noce
spec
ifying
wherein
such
obligaon
of
Lessor
has
not
been
performed;
provided,
however,
that
if
the
nature
of
Lessor's
obligaon
is
such
that
more
than
30
days
are
re
asonably
required
for
its
performance,
then
Lessor
shall
not
be
in
breach
if
performance
is
commenced
within
such
30
day
period
and
thereaer
diligently
pursued
to
co
mpleon.
(b)
Performance
by
Lessee
on
Behalf
of
Lessor
..
In
the
event
that
neither
Lessor
nor
Lender
cures
s
aid
breach
within
30
days
aer
receipt
of
said
noce,
or
if
having
commenced
said
cure
they
do
not
diligently
pursue
it
to
compleon,
then
Lessee
may
el
ect
to
cure
said
breach
at
Lessee's
expense
and
offset
from
Rent
the
actual
and
reasonable
cost
to
perform
such
cure,
provided
however,
that
such
offset
shall
not
exceed
an
amount
equal
to
the
greater
of
one
month's
Base
Rent
or
the
Security
Deposit,
reserving
Lessee's
right
to
reimbursement
from
Lessor
for
any
such
expense
in
excess
of
such
offset.
Lessee
shall
document
the
cost
of
said
cure
and
supply
said
documentaon
to
Lessor.
14.
Condemnaon
..
If
the
Premises
or
any
poron
thereof
are
taken
under
the
power
of
eminent
doma
in
or
sold
under
the
threat
of
the
exercise
of
said
power
(collecvely
"
Condemnaon
"),
this
Lease
shall
terminate
as
to
the
part
taken
as
of
the
date
the
condemning
authority
takes
tle
or
possession,
whichever
first
occurs.
If
more
than
10%
of
the
floor
area
of
the
Unit,
or
more
than
25%
of
the
parking
spaces
is
taken
b
y
Condemnaon,
Lessee
may,
at
Lessee's
opon,
to
be
exercised
in
wring
within
10
days
aer
Lessor
shall
have
given
Lessee
wrien
noce
of
such
taking
(or
in
th
e
absence
of
such
noce,
within
10
days
aer
the
condemning
authority
shall
have
taken
possession)
terminate
this
Lease
as
of
the
date
the
condemning
authority
takes
such
possession.
If
Lessee
does
not
terminate
this
Lease
in
accordance
with
the
foregoing,
this
Lease
shall
remain
in
full
force
and
effect
as
to
the
poron
o
f
the
Premises
remaining,
except
that
the
Base
Rent
shall
be
reduced
in
proporon
to
the
reducon
in
ulity
of
the
Premises
caused
by
such
Condemnaon.
Condemnaon
awards
and/or
payments
shall
be
the
property
of
Lessor,
whether
such
award
shall
be
made
as
compensaon
for
diminuon
in
value
of
the
leasehold,
the
valu
e
of
the
part
taken,
or
for
severance
damages;
provided,
however,
that
Lessee
shall
be
entled
to
any
compensaon
paid
by
the
condemnor
for
Lessee's
reloc
aon
expenses,
loss
of
business
goodwill
and/or
Trade
Fixtures,
without
regard
to
whether
or
not
this
Lease
is
terminated
pursuant
to
the
provisions
of
this
Paragra
ph.
All
Alteraons
and
Ulity
Installaons
made
to
the
Premises
by
Lessee,
for
purposes
of
Condemnaon
only,
shall
be
considered
the
property
of
the
Lessee
and
L
essee
shall
be
entled
to
any
and
all
compensaon
which
is
payable
therefor.
In
the
event
that
this
Lease
is
not
terminated
by
reason
of
the
Condemnaon,
Le
ssor
shall
repair
any
damage
to
the
Premises
caused
by
such
Condemnaon.
15.
Brokerage
Fees
..
15.1
Addional
Commission
..
In
addion
to
the
payments
owed
pursuant
to
Paragraph
1.10
above,
Les
sor
agrees
that
:
(a)
if
Lessee
exercises
any
Opon,
(b)
if
Lessee
or
anyone
affiliated
with
Lessee
acquires
from
Lessor
any
rights
to
the
Premises
or
other
pre
mises
owned
by
Lessor
and
located
within
the
Project,
(c)
if
Lessee
remains
in
possession
of
the
Premises,
with
the
consent
of
Lessor,
aer
the
expiraon
of
this
Le
ase,
or
(d)
if
Base
Rent
is
increased,
whether
by
agreement
or
operaon
of
an
escalaon
clause
herein,
then,
Lessor
shall
pay
Brokers
a
fee
in
accordance
with
the
fee
schedule
of
the
Brokers
in
effect
at
the
me
the
Lease
was
executed
..
The
provisions
of
this
paragraph
are
intended
to
supersede
the
provisions
of
any
earlier
agreement
to
the
contrary
..
15.2
Assumpon
of
Obligaons
..
Any
buyer
or
transferee
of
Lessor's
interest
in
this
Lease
shall
be
deemed
to
have
assumed
Lessor's
obligaon
hereunder
..
Brokers
shall
be
third
party
beneficiaries
of
the
provisions
of
Paragraphs
1.10
,
15
,
22
and
31.
I
f
Lessor
fails
to
pay
to
Brokers
any
amounts
due
as
and
for
brokerage
fees
pertaining
to
this
Lease
when
due,
then
such
amounts
shall
accrue
Interest
..
In
addion,
if
Lessor
fails
to
pay
any
amounts
to
Lessee's
Broker
when
due,
Lessee's
Broker
may
send
wrien
noce
to
Lessor
and
Lessee
of
such
failure
and
if
Lessor
fails
to
pay
such
amounts
within
10
days
aer
said
noce,
Lessee
shall
pay
said
monies
to
its
Broker
and
offset
such
amounts
against
Rent
..
In
addion,
Lessee's
Broker
shall
be
d
eemed
to
be
a
third
party
beneficiary
of
any
commission
agreement
entered
into
by
and/or
between
Lessor
and
Lessor's
Broker
for
the
limited
purpose
of
collecng
any
brokerage
fee
owed
..
15.3
Representaons
and
Indemnies
of
Broker
Relaonships
..
Lessee
and
Lessor
each
represent
and
warrant
to
the
other
that
it
has
had
no
dealings
with
any
person,
firm,
broker,
agent
or
finder
(other
than
the
Brokers
and
Agents,
if
any)
in
conneco
n
with
this
Lease,
and
that
no
one
other
than
said
named
Brokers
and
Agents
is
entled
to
any
commission
or
finder's
fee
in
connecon
herewith.
Lessee
and
Lessor
do
e
ach
hereby
agree
to
indemnify,
protect,
defend
and
hold
the
other
harmless
from
and
against
liability
for
compensaon
or
charges
which
may
be
claimed
by
any
such
unn
amed
broker,
finder
or
other
similar
party
by
reason
of
any
dealings
or
acons
of
the
indemnifying
Party,
including
any
costs,
expenses,
aorneys'
fees
rea
sonably
incurred
with
respect
thereto.
16.
Estoppel
Cerficates.
(a)
Each
Party
(as
"
Responding
Party
")
shall
within
10
days
aer
wrien
noce
from
the
other
P
arty
(the
"
Requesng
Party
")
execute,
acknowledge
and
deliver
to
the
Requesng
Party
a
statement
in
wring
in
form
similar
to
the
then
most
current
"
Est
oppel
Cerficate
"
form
published
by
AIR
CRE,
plus
such
addional
informaon,
confirmaon
and/or
statements
as
may
be
reasonably
requested
by
the
Requesng
Party.
(b)
If
the
Responding
Party
shall
fail
to
execute
or
deliver
the
Estoppel
Cerficate
within
such
1
0
day
period,
the
Requesng
Party
may
execute
an
Estoppel
Cerficate
stang
that:
(i)
the
Lease
is
in
full
force
and
effect
without
modificaon
except
as
may
be
represented
by
the
Requesng
Party,
(ii)
there
are
no
uncured
defaults
in
the
Requesng
Party's
performance,
and
(iii)
if
Lessor
is
the
Requesng
Part
y,
not
more
than
one
month's
rent
has
been
paid
in
advance.
Prospecve
purchasers
and
encumbrancers
may
rely
upon
the
Requesng
Party's
Estoppel
Cerficate,
and
the
Responding
Party
shall
be
estopped
from
denying
the
truth
of
the
facts
contained
in
said
Cerficate.
In
addion,
Lessee
acknowledges
that
any
failur
e
on
its
part
to
provide
such
an
Estoppel
Cerficate
will
expose
Lessor
to
risks
and
potenally
cause
Lessor
to
incur
costs
not
contemplated
by
this
Lease,
the
extent
of
which
will
be
extremely
difficult
to
ascertain.
If
after
2
nd
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
14
of
19
written
notice
,
a
A
ccordingly,
should
the
Lessee
fail
to
execute
and/or
deliver
a
requested
Estopp
el
Cerficate
in
a
mely
fashion
the
monthly
Base
Rent
shall
be
automacally
increased,
without
any
requirement
for
noce
to
Lessee,
by
an
amount
equal
to
10%
of
the
then
exisng
Base
Rent
or
$
100,
whichever
is
greater
for
remainder
of
the
Lease.
The
Pares
agree
that
such
increase
in
Base
Rent
represents
fa
ir
and
reasonable
compensaon
for
the
addional
risk/costs
that
Lessor
will
incur
by
reason
of
Lessee's
failure
to
provide
the
Estoppel
Cerficate.
Such
increase
in
Base
Rent
shall
in
no
event
constute
a
waiver
of
Lessee's
Default
or
Breach
with
respect
to
the
failure
to
provide
the
Estoppel
Cerficate
nor
prevent
the
exercise
of
a
ny
of
the
other
rights
and
remedies
granted
hereunder.
(c)
If
Lessor
desires
to
finance,
refinance,
or
sell
the
Premises,
or
any
part
thereof,
Lessee
and
all
Guarantors
shall
within
10
days
aer
wrien
noce
from
Lessor
deliver
to
any
potenal
lender
or
purchaser
designated
by
Lessor
such
financial
stateme
nts
as
may
be
reasonably
required
by
such
lender
or
purchaser,
including
but
not
limited
to
Lessee's
financial
statements
for
the
past
3
years.
All
such
financial
statements
shall
be
received
by
Lessor
and
such
lender
or
purchaser
in
confidence
and
shall
be
used
only
for
the
purposes
herein
set
forth.
17.
Definion
of
Lessor.
The
term
"
Lessor
"
as
used
herein
shall
mean
the
owner
or
owners
at
the

me
in
queson
of
the
fee
tle
to
the
Premises,
or,
if
this
is
a
sublease,
of
the
Lessee's
interest
in
the
prior
lease.
In
the
event
of
a
transfer
of
Lessor's
tl
e
or
interest
in
the
Premises
or
this
Lease,
Lessor
shall
deliver
to
the
transferee
or
assignee
(in
cash
or
by
credit)
any
unused
Security
Deposit
held
by
Lessor.
Upon
su
ch
transfer
or
assignment
and
delivery
of
the
Security
Deposit,
as
aforesaid,
the
prior
Lessor
shall
be
relieved
of
all
liability
with
respect
to
the
obligaons
and/
or
covenants
under
this
Lease
thereaer
to
be
performed
by
the
Lessor.
Subject
to
the
foregoing,
the
obligaons
and/or
covenants
in
this
Lease
to
be
performed
by
the
Les
sor
shall
be
binding
only
upon
the
Lessor
as
hereinabove
defined.
18.
Severability.
The
invalidity
of
any
provision
of
this
Lease,
as
determined
by
a
court
of
comp
etent
jurisdicon,
shall
in
no
way
affect
the
validity
of
any
other
provision
hereof.
19.
Days.
Unless
otherwise
specifically
indicated
to
the
contrary,
the
word
"
days
"
as
used
in
thi
s
Lease
shall
mean
and
refer
to
calendar
days.
20.
Limitaon
on
Liability.
The
obligaons
of
Lessor
under
this
Lease
shall
not
constute
perso
nal
obligaons
of
Lessor,
or
its
partners,
members,
directors,
officers
or
shareholders,
and
Lessee
shall
look
to
the
Premises,
and
to
no
other
assets
of
Lessor,
for
the
sasfacon
of
any
liability
of
Lessor
with
respect
to
this
Lease,
and
shall
not
seek
recourse
against
Lessor's
partners,
members,
directors,
officers
or
shareholders,
or
any
of
their
personal
assets
for
such
sasfacon.
21.
Time
of
Essence.
Time
is
of
the
essence
with
respect
to
the
performance
of
all
obligaons
to
be
performed
or
observed
by
the
Pares
under
this
Lease.
22.
No
Prior
or
Other
Agreements;
Broker
Disclaimer
..
This
Lease
contains
all
agreements
between
th
e
Pares
with
respect
to
any
maer
menoned
herein,
and
no
other
prior
or
contemporaneous
agreement
or
understanding
shall
be
effecve.
Lessor
and
Lessee
eac
h
represents
and
warrants
to
the
Brokers
that
it
has
made,
and
is
relying
solely
upon,
its
own
invesgaon
as
to
the
nature,
quality,
character
and
financial
responsibility
of
the
other
Party
to
this
Lease
and
as
to
the
use,
nature,
quality
and
character
of
the
Premises.
Brokers
have
no
responsibility
with
respect
thereto
or
with
respect
to
any
default
or
breach
hereof
by
either
Party.
23.
Noces.
23.1
Noce
Requirements
..
All
noces
required
or
permied
by
this
Lease
or
applicable
law
shall
b
e
in
wring
and
may
be
delivered
in
person
(by
hand
or
by
courier)
or
may
be
sent
by
regular,
cerfied
or
registered
mail
or
U.
S.
Postal
Service
Express
Mail,
with
postage
prepaid,
or
by
facsimile
transmission,
or
by
email,
and
shall
be
deemed
sufficiently
given
if
served
in
a
manner
specified
in
this
Paragraph
23.
The
addres
ses
noted
adjacent
to
a
Party's
signature
on
this
Lease
shall
be
that
Party's
address
for
delivery
or
mailing
of
noces.
Either
Party
may
by
wrien
noce
to
the
other
specify
a
different
address
for
noce,
except
that
upon
Lessee's
taking
possession
of
the
Premises,
the
Premises
shall
constute
Lessee's
address
for
noce.
A
co
py
of
all
noces
to
Lessor
shall
be
concurrently
transmied
to
such
party
or
pares
at
such
addresses
as
Lessor
may
from
me
to
me
hereaer
designate
in
wring.
23.2
Date
of
Noce
..
Any
noce
sent
by
registered
or
cerfied
mail,
return
receipt
requested,
s
hall
be
deemed
given
on
the
date
of
delivery
shown
on
the
receipt
card,
or
if
no
delivery
date
is
shown,
the
postmark
thereon.
If
sent
by
regular
mail
the
noce
shall
be
deemed
given
72
hours
aer
the
same
is
addressed
as
required
herein
and
mailed
with
postage
prepaid.
Noces
delivered
by
United
States
Express
Mail
or
overnight
courier
that
guarantees
next
day
delivery
shall
be
deemed
given
24
hours
aer
delivery
of
the
same
to
the
Postal
Service
or
courier.
Noces
delivere
d
by
hand,
or
transmied
by
facsimile
transmission
or
by
email
shall
be
deemed
delivered
upon
actual
receipt.
If
noce
is
received
on
a
Saturday,
Sunday
or
lega
l
holiday,
it
shall
be
deemed
received
on
the
next
business
day.
23.3
Opons.
Notwithstanding
the
foregoing,
in
order
to
exercise
any
Opons
(see
paragraph
39),
the
Noce
must
be
sent
by
Cerfied
Mail
(return
receipt
requested),
Express
Mail
(signature
required),
courier
(signature
required)
or
some
other
metho
dology
that
provides
a
receipt
establishing
the
date
the
noce
was
received
by
the
Lessor.
24.
Waivers.
(a)
No
waiver
by
Lessor
of
the
Default
or
Breach
of
any
term,
covenant
or
condion
hereof
by
Less
ee,
shall
be
deemed
a
waiver
of
any
other
term,
covenant
or
condion
hereof,
or
of
any
subsequent
Default
or
Breach
by
Lessee
of
the
same
or
of
an
y
other
term,
covenant
or
condion
hereof.
Lessor's
consent
to,
or
approval
of,
any
act
shall
not
be
deemed
to
render
unnecessary
the
obtaining
of
Lessor's
consent
to,
or
approval
of,
any
subsequent
or
similar
act
by
Lessee,
or
be
construed
as
the
basis
of
an
estoppel
to
enforce
the
provision
or
provisions
of
this
Lease
requiring
such
consent.
(b)
The
acceptance
of
Rent
by
Lessor
shall
not
be
a
waiver
of
any
Default
or
Breach
by
Lessee.
Any
payment
by
Lessee
may
be
accepted
by
Lessor
on
account
of
monies
or
damages
due
Lessor,
notwithstanding
any
qualifying
statements
or
condions
ma
de
by
Lessee
in
connecon
therewith,
which
such
statements
and/or
condions
shall
be
of
no
force
or
effect
whatsoever
unless
specifically
agreed
to
in
wring
by
Lessor
at
or
before
the
me
of
deposit
of
such
payment.
(c)
THE
PARTIES
AGREE
THAT
THE
TERMS
OF
THIS
LEASE
SHALL
GOVERN
WITH
REGARD
TO
ALL
MATTERS
RELATED
THERETO
AND
HEREBY
WAIVE
THE
PROVISIONS
OF
ANY
PRESENT
OR
FUTURE
STATUTE
TO
THE
EXTENT
THAT
SUCH
STATUTE
IS
INCONSISTENT
WITH
THI
S
LEASE.
25.
Disclosures
Regarding
The
Nature
of
a
Real
Estate
Agency
Relaonship
..
(a)
When
entering
into
a
discussion
with
a
real
estate
agent
regarding
a
real
estate
transacon,
a
Lessor
or
Lessee
should
from
the
outset
understand
what
type
of
agency
relaonship
or
representaon
it
has
with
the
agent
or
agents
in
the
transaco
n
..
Lessor
and
Lessee
acknowledge
being
advised
by
the
Brokers
in
this
transacon,
as
follows
:
(i)
Lessor's
Agent
..
A
Lessor's
agent
under
a
lisng
agreement
with
the
Lessor
acts
as
the
agent
f
or
the
Lessor
only
..
A
Lessor's
agent
or
subagent
has
the
following
affirmave
obligaons
:
To
the
Lessor
:
A
fiduciary
duty
of
utmost
care,
integr
ity,
honesty,
and
loyalty
in
dealings
with
the
Lessor
..
To
the
Lessee
and
the
Lessor
:
(a)
Diligent
exercise
of
reasonable
skills
and
care
in
performance
of
the
agent's
du
es
..
(b)
A
duty
of
honest
and
fair
dealing
and
good
faith
..
(c)
A
duty
to
disclose
all
facts
known
to
the
agent
materially
affecng
the
value
or
desirability
of
the
property
that
are
not
known
to,
or
within
the
diligent
aenon
and
observaon
of,
the
Pares
..
An
agent
is
not
obligated
to
reveal
to
either
Party
any
confidenal
informaon
obtained
from
the
other
Party
which
does
not
involve
the
affirmave
dues
set
forth
above
..
(ii)
Lessee's
Agent
..
An
agent
can
agree
to
act
as
agent
for
the
Lessee
only
..
In
these
situaons,
the
agent
is
not
the
Lessor's
agent,
even
if
by
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
15
of
19
agreement
the
agent
may
receive
compensaon
for
services
rendered,
either
in
full
or
in
part
from
the
Lessor
..
An
agent
acng
only
for
a
Lessee
has
the
following
affirmave
obligaons
..
To
the
Lessee
:
A
fiduciary
duty
of
utmost
care,
integrity,
honesty,
an
d
loyalty
in
dealings
with
the
Lessee
..
To
the
Lessee
and
the
Lessor
:
(a)
Diligent
exercise
of
reasonable
skills
and
care
in
performance
of
the
agent's
dues
..
(b)
A
duty
o
f
honest
and
fair
dealing
and
good
faith
..
(c)
A
duty
to
disclose
all
facts
known
to
the
agent
materially
affecng
the
value
or
desirability
of
the
property
that
are
not
known
to,
or
within
the
diligent
aenon
and
observaon
of,
the
Pares
..
An
agent
is
not
obligated
to
reveal
to
either
Party
any
confidenal
informaon
obtained
from
the
o
ther
Party
which
does
not
involve
the
affirmave
dues
set
forth
above
..
(iii)
Agent
Represenng
Both
Lessor
and
Lessee
..
A
real
estate
agent,
either
acng
directly
or
t
hrough
one
or
more
associate
licensees,
can
legally
be
the
agent
of
both
the
Lessor
and
the
Lessee
in
a
transacon,
but
only
with
the
knowledge
and
conse
nt
of
both
the
Lessor
and
the
Lessee
..
In
a
dual
agency
situaon,
the
agent
has
the
following
affirmave
obligaons
to
both
the
Lessor
and
the
Lessee
:
(a)
A
fiduc
iary
duty
of
utmost
care,
integrity,
honesty
and
loyalty
in
the
dealings
with
either
Lessor
or
the
Lessee
..
(b)
Other
dues
to
the
Lessor
and
the
Lessee
as
stated
above
in
subparagraphs
(i)
or
(ii)
..
In
represenng
both
Lessor
and
Lessee,
the
agent
may
not,
without
the
express
permission
of
the
respecve
Party,
disclose
to
the
other
Party
confidenal
informaon,
including,
but
not
limited
to,
facts
relang
to
either
Lessee's
or
Lessor's
financial
posion,
movaons,
bargaining
posion,
or
other
per
sonal
informaon
that
may
impact
rent,
including
Lessor's
willingness
to
accept
a
rent
less
than
the
lisng
rent
or
Lessee's
willingness
to
pay
rent
greater
than
the
rent
o
ffered
..
The
above
dues
of
the
agent
in
a
real
estate
transacon
do
not
relieve
a
Lessor
or
Lessee
from
the
responsibility
to
protect
their
own
interests
..
Lessor
and
L
essee
should
carefully
read
all
agreements
to
assure
that
they
adequately
express
their
understanding
of
the
transacon
..
A
real
estate
agent
is
a
person
qualifie
d
to
advise
about
real
estate
..
If
legal
or
tax
advice
is
desired,
consult
a
competent
professional
..
Both
Lessor
and
Lessee
should
strongly
consider
obtaining
tax
advice
from
a
competent
professional
because
the
federal
and
state
tax
consequences
of
a
transacon
can
be
complex
and
subject
to
change
..
(b)
Brokers
have
no
responsibility
with
respect
to
any
default
or
breach
hereof
by
either
Party
..
T
he
Pares
agree
that
no
lawsuit
or
other
legal
proceeding
involving
any
breach
of
duty,
error
or
omission
relang
to
this
Lease
may
be
brought
ag
ainst
Broker
more
than
one
year
aer
the
Start
Date
and
that
the
liability
(including
court
costs
and
aorneys'
fees),
of
any
Broker
with
respect
to
any
such
laws
uit
and/or
legal
proceeding
shall
not
exceed
the
fee
received
by
such
Broker
pursuant
to
this
Lease;
provided,
however,
that
the
foregoing
limitaon
on
each
Broker's
l
iability
shall
not
be
applicable
to
any
gross
negligence
or
willful
misconduct
of
such
Broker
..
(c)
Lessor
and
Lessee
agree
to
idenfy
to
Brokers
as
"Confidenal"
any
communicaon
or
informa
on
given
Brokers
that
is
considered
by
such
Party
to
be
confidenal
..
26.
No
Right
To
Holdover
..
Lessee
has
no
right
to
retain
possession
of
the
Premises
or
any
part
the
reof
beyond
the
expiraon
or
terminaon
of
this
Lease.
At
or
prior
to
the
expiraon
or
terminaon
of
this
Lease
Lessee
shall
deliver
exclusive
possession
of
th
e
Premises
to
Lessor.
For
purposes
of
this
provision
and
Paragraph
13.1(a),
exclusive
possession
shall
mean
that
Lessee
shall
have
vacated
the
Premises,
removed
all
of
its
personal
property
therefrom
and
that
the
Premises
have
been
returned
in
the
condion
specified
in
this
Lease.
In
the
event
that
Lessee
does
not
deliver
exclus
ive
possession
to
Lessor
as
specified
above,
then
Lessor's
damages
during
any
holdover
period
shall
be
computed
at
the
amount
of
the
Rent
(as
defined
in
Paragraph
4.1
)
due
during
the
last
full
month
before
the
expiraon
or
terminaon
of
this
Lease
(disregarding
any
temporary
abatement
of
Rent
that
may
have
been
in
effec
t),
but
with
Base
Rent
being
150%
of
the
Base
Rent
payable
during
such
last
full
month.
Nothing
contained
herein
shall
be
construed
as
consent
by
Lessor
to
an
y
holding
over
by
Lessee.
27.
Cumulave
Remedies.
No
remedy
or
elecon
hereunder
shall
be
deemed
exclusive
but
shall,
whe
rever
possible,
be
cumulave
with
all
other
remedies
at
law
or
in
equity.
28.
Covenants
and
Condions;
Construcon
of
Agreement.
All
provisions
of
this
Lease
to
be
observ
ed
or
performed
by
Lessee
are
both
covenants
and
condions.
In
construing
this
Lease,
all
headings
and
tles
are
for
the
convenience
of
the
Pares
only
and
s
hall
not
be
considered
a
part
of
this
Lease.
Whenever
required
by
the
context,
the
singular
shall
include
the
plural
and
vice
versa.
This
Lease
shall
not
be
construed
a
s
if
prepared
by
one
of
the
Pares,
but
rather
according
to
its
fair
meaning
as
a
whole,
as
if
both
Pares
had
prepared
it.
29.
Binding
Effect;
Choice
of
Law.
This
Lease
shall
be
binding
upon
the
Pares,
their
personal
r
epresentaves,
successors
and
assigns
and
be
governed
by
the
laws
of
the
State
in
which
the
Premises
are
located.
Any
ligaon
between
the
Pares
hereto
concernin
g
this
Lease
shall
be
iniated
in
the
county
in
which
the
Premises
are
located.
Signatures
to
this
Lease
accomplished
by
means
of
electronic
signature
or
similar
tech
nology
shall
be
legal
and
binding.
30.
Subordinaon;
Aornment;
Non
-
Disturbance.
30.1
Subordinaon
..
This
Lease
and
any
Opon
granted
hereby
shall
be
subject
and
subordinate
to
an
y
ground
lease,
mortgage,
deed
of
trust,
or
other
hypothecaon
or
security
device
(collecvely,
"
Security
Device
"),
now
or
hereaer
placed
upon
t
he
Premises,
to
any
and
all
advances
made
on
the
security
thereof,
and
to
all
renewals,
modificaons,
and
extensions
thereof.
Lessee
agrees
that
the
holders
of
any
such
Security
Devices
(in
this
Lease
together
referred
to
as
"
Lender
")
shall
have
no
liability
or
obligaon
to
perform
any
of
the
obligaons
of
Lessor
under
this
Lease.
Any
Lender
may
elect
to
have
this
Lease
and/or
any
Opon
granted
hereby
superior
to
the
lien
of
its
Security
Device
by
giving
wrien
noce
thereof
to
Lessee,
wher
eupon
this
Lease
and
such
Opons
shall
be
deemed
prior
to
such
Security
Device,
notwithstanding
the
relave
dates
of
the
documentaon
or
recordaon
thereof.
30.2
Aornment
..
In
the
event
that
Lessor
transfers
tle
to
the
Premises,
or
the
Premises
are
acq
uired
by
another
upon
the
foreclosure
or
terminaon
of
a
Security
Device
to
which
this
Lease
is
subordinated
(i)
Lessee
shall,
subject
to
the
non
-
disturban
ce
provisions
of
Paragraph
30.3,
aorn
to
such
new
owner,
and
upon
request,
enter
into
a
new
lease,
containing
all
of
the
terms
and
provisions
of
this
Lease,
with
s
uch
new
owner
for
the
remainder
of
the
term
hereof,
or,
at
the
elecon
of
the
new
owner,
this
Lease
will
automacally
become
a
new
lease
between
Lessee
and
such
new
owne
r,
for
the
remainder
of
the
term
hereof
and
(ii)
Lessor
shall
thereaer
be
relieved
of
any
further
obligaons
hereunder
and
such
new
owner
shall
assume
all
of
L
essor's
obligaons,
except
that
such
new
owner
shall
not:
(a)
be
liable
for
any
act
or
omission
of
any
prior
lessor
or
with
respect
to
events
occurring
prior
to
acqu
ision
of
ownership;
(b)
be
subject
to
any
offsets
or
defenses
which
Lessee
might
have
against
any
prior
lessor,
(c)
be
bound
by
prepayment
of
more
than
one
month's
re
nt,
or
(d)
be
liable
for
the
return
of
any
security
deposit
paid
to
any
prior
lessor
which
was
not
paid
or
credited
to
such
new
owner.
30.3
Non
-
Disturbance
..
With
respect
to
Security
Devices
entered
into
by
Lessor
aer
the
execuon
o
f
this
Lease,
Lessee's
subordinaon
of
this
Lease
shall
be
subject
to
receiving
a
commercially
reasonable
non
-
disturbance
agreement
(a
"
Non
-
Disturbance
Agreem
ent
")
from
the
Lender
which
Non
-
Disturbance
Agreement
provides
that
Lessee's
possession
of
the
Premises,
and
this
Lease,
including
any
opons
to
extend
the
term
hereof,
will
not
be
disturbed
so
long
as
Lessee
is
not
in
Breach
hereof
and
aorns
to
the
record
owner
of
the
Premises.
Further,
within
60
days
aer
the
e
xecuon
of
this
Lease,
Lessor
shall,
if
requested
by
Lessee,
use
its
commercially
reasonable
efforts
to
obtain
a
Non
-
Disturbance
Agreement
from
the
holder
of
any
pre
-
exi
sng
Security
Device
which
is
secured
by
the
Premises.
In
the
event
that
Lessor
is
unable
to
provide
the
Non
-
Disturbance
Agreement
within
said
60
days,
then
Less
ee
may,
at
Lessee's
opon,
directly
contact
Lender
and
aempt
to
negoate
for
the
execuon
and
delivery
of
a
Non
-
Disturbance
Agreement.
30.4
Self
-
Execung
..
The
agreements
contained
in
this
Paragraph
30
shall
be
effecve
without
the
e
xecuon
of
any
further
documents;
provided,
however,
that,
upon
wrien
request
from
Lessor
or
a
Lender
in
connecon
with
a
sale,
financing
or
refinancing
of
the
Premises,
Lessee
and
Lessor
shall
execute
such
further
wrings
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
16
of
19
as
may
be
reasonably
required
to
separately
document
any
subordinaon,
aornment
and/or
Non
-
Distu
rbance
Agreement
provided
for
herein.
31.
Aorneys'
Fees.
If
any
Party
or
Broker
brings
an
acon
or
proceeding
involving
the
Premises
whether
founded
in
tort,
contract
or
equity,
or
to
declare
rights
hereunder,
the
Prevailing
Party
(as
hereaer
defined)
in
any
such
proceeding,
acon,
or
appea
l
thereon,
shall
be
entled
to
reasonable
aorneys'
fees.
Such
fees
may
be
awarded
in
the
same
suit
or
recovered
in
a
separate
suit,
whether
or
not
such
acon
or
proceedi
ng
is
pursued
to
decision
or
judgment.
The
term,
"
Prevailing
Party
"
shall
include,
without
limitaon,
a
Party
or
Broker
who
substanally
obtains
or
defeats
t
he
relief
sought,
as
the
case
may
be,
whether
by
compromise,
selement,
judgment,
or
the
abandonment
by
the
other
Party
or
Broker
of
its
claim
or
defense.
Th
e
aorneys'
fees
award
shall
not
be
computed
in
accordance
with
any
court
fee
schedule,
but
shall
be
such
as
to
fully
reimburse
all
aorneys'
fees
reasonably
incu
rred.
In
addion,
Lessor
shall
be
entled
to
aorneys'
fees,
costs
and
expenses
incurred
in
the
preparaon
and
service
of
noces
of
Default
and
consultaons
in
connec
on
therewith,
whether
or
not
a
legal
acon
is
subsequently
commenced
in
connecon
with
such
Default
or
resulng
Breach
($
200
is
a
reasonable
minimum
per
occ
urrence
for
such
services
and
consultaon)
..
32.
Lessor's
Access;
Showing
Premises;
Repairs.
Lessor
and
Lessor's
agents
shall
have
the
right
to
enter
the
Premises
at
any
me,
in
the
case
of
an
emergency,
and
otherwise
at
reasonable
mes
aer
reasonable
prior
noce
(
24
hour)
for
the
purpose
of
showing
t
he
same
to
prospecve
purchasers,
lenders,
or
tenants,
and
making
such
alteraons,
repairs,
improvements
or
addions
to
the
Premises
as
Lessor
may
deem
nec
essary
or
desirable
and
the
erecng,
using
and
maintaining
of
ulies,
services,
pipes
and
conduits
through
the
Premises
and/or
other
premises
as
long
as
ther
e
is
no
material
adverse
effect
on
Lessee's
use
of
the
Premises.
All
such
acvies
shall
be
without
abatement
of
rent
or
liability
to
Lessee.
33.
Aucons.
Lessee
shall
not
conduct,
nor
permit
to
be
conducted,
any
aucon
upon
the
Premise
s
without
Lessor's
prior
wrien
consent.
Lessor
shall
not
be
obligated
to
exercise
any
standard
of
reasonableness
in
determining
whether
to
permit
an
aucon.
34.
Signs.
Lessor
may
place
on
the
Premises
ordinary
"For
Sale"
signs
at
any
me
and
ordinary
"Fo
r
Lease"
signs
during
the
last
6
months
of
the
term
hereof.
Except
for
ordinary
"For
Sublease"
signs
which
may
be
placed
only
on
the
Premises,
Lessee
shall
not
place
any
sign
upon
the
Project
without
Lessor's
prior
wrien
consent.
All
signs
must
comply
with
all
Applicable
Requirements.
35.
Terminaon;
Merger.
Unless
specifically
stated
otherwise
in
wring
by
Lessor,
the
voluntary
or
other
surrender
of
this
Lease
by
Lessee,
the
mutual
terminaon
or
cancellaon
hereof,
or
a
terminaon
hereof
by
Lessor
for
Breach
by
Lessee,
shall
automacall
y
terminate
any
sublease
or
lesser
estate
in
the
Premises;
provided,
however,
that
Lessor
may
elect
to
connue
any
one
or
all
exisng
subtenancies.
Lessor's
failure
within
10
days
following
any
such
event
to
elect
to
the
contrary
by
wrien
noce
to
the
holder
of
any
such
lesser
interest,
shall
constute
Lessor's
elecon
to
hav
e
such
event
constute
the
terminaon
of
such
interest.
36.
Consents.
All
requests
for
consent
shall
be
in
wring.
Except
as
otherwise
provided
herein,
wherever
in
this
Lease
the
consent
of
a
Party
is
required
to
an
act
by
or
for
the
other
Party,
such
consent
shall
not
be
unreasonably
withheld
or
delayed.
Lessor's
actua
l
reasonable
costs
and
expenses
(including
but
not
limited
to
architects',
aorneys',
engineers'
and
other
consultants'
fees)
incurred
in
the
consideraon
of
,
or
response
to,
a
request
by
Lessee
for
any
Lessor
consent,
including
but
not
limited
to
consents
to
an
assignment,
a
subleng
or
the
presence
or
use
of
a
Hazardous
Su
bstance,
shall
be
paid
by
Lessee
upon
receipt
of
an
invoice
and
supporng
documentaon
therefor.
Lessor's
consent
to
any
act,
assignment
or
subleng
shall
not
constute
an
acknowledgment
that
no
Default
or
Breach
by
Lessee
of
this
Lease
exists,
nor
shall
such
consent
be
deemed
a
waiver
of
any
then
exisng
Default
or
Bre
ach,
except
as
may
be
otherwise
specifically
stated
in
wring
by
Lessor
at
the
me
of
such
consent.
The
failure
to
specify
herein
any
parcular
condion
to
Lesso
r's
consent
shall
not
preclude
the
imposion
by
Lessor
at
the
me
of
consent
of
such
further
or
other
condions
as
are
then
reasonable
with
reference
to
the
parcular
maer
for
which
consent
is
being
given.
In
the
event
that
either
Party
disagrees
with
any
determinaon
made
by
the
other
hereunder
and
reasonably
requests
the
reaso
ns
for
such
determinaon,
the
determining
party
shall
furnish
its
reasons
in
wring
and
in
reasonable
detail
within
10
business
days
following
such
request.
37.
Guarantor.
37.1
Execuon
..
The
Guarantors,
if
any,
shall
each
execute
a
guaranty
in
the
form
most
recently
p
ublished
by
AIR
CRE.
37.2
Default
..
It
shall
constute
a
Default
of
the
Lessee
if
any
Guarantor
fails
or
refuses,
upon
request
to
provide:
(a)
evidence
of
the
execuon
of
the
guaranty,
including
the
authority
of
the
party
signing
on
Guarantor's
behalf
to
obligate
Guarantor,
and
in
th
e
case
of
a
corporate
Guarantor,
a
cerfied
copy
of
a
resoluon
of
its
board
of
directors
authorizing
the
making
of
such
guaranty,
(b)
current
financial
statements,
(c)
an
Estoppel
Cerficate,
or
(d)
wrien
confirmaon
that
the
guaranty
is
sll
in
effect.
38.
Quiet
Possession.
Subject
to
payment
by
Lessee
of
the
Rent
and
performance
of
all
of
the
coven
ants,
condions
and
provisions
on
Lessee's
part
to
be
observed
and
performed
under
this
Lease,
Lessee
shall
have
quiet
possession
and
quiet
enjoyment
of
the
Premi
ses
during
the
term
hereof.
39.
Opons.
If
Lessee
is
granted
any
opon,
as
defined
below,
then
the
following
provisions
sh
all
apply.
39.1
Definion
..
"
Opon
"
shall
mean:
(a)
the
right
to
extend
or
reduce
the
term
of
or
renew
this
Lease
or
to
extend
or
reduce
the
term
of
or
renew
any
lease
that
Lessee
has
on
other
property
of
Lessor;
(b)
the
right
of
first
refusal
or
first
offer
to
lease
either
the
Premises
or
other
property
of
Lessor;
(c)
the
right
to
purchase,
the
right
of
first
offer
to
purchase
or
the
right
of
first
refusal
to
purchase
the
Premises
or
other
property
of
Lessor.
39.2
Opons
Personal
To
Original
Lessee
..
Any
Opon
granted
to
Lessee
in
this
Lease
is
personal
to
the
original
Lessee,
and
cannot
be
assigned
or
exercised
by
anyone
other
than
said
original
Lessee
and
only
while
the
original
Lessee
is
in
full
possession
of
t
he
Premises
and,
if
requested
by
Lessor,
with
Lessee
cerfying
that
Lessee
has
no
intenon
of
thereaer
assigning
or
subleng.
39.3
Mulple
Opons
..
In
the
event
that
Lessee
has
any
mulple
Opons
to
extend
or
renew
this
Le
ase,
a
later
Opon
cannot
be
exercised
unless
the
prior
Opons
have
been
validly
exercised.
39.4
Effect
of
Default
on
Opons
..
(a)
Lessee
shall
have
no
right
to
exercise
an
Opon:
(i)
during
the
period
commencing
with
the
g
iving
of
any
noce
of
Default
and
connuing
unl
said
Default
is
cured,
(ii)
during
the
period
of
me
any
Rent
is
unpaid
(without
regard
to
whether
no
ce
thereof
is
given
Lessee),
(iii)
during
the
me
Lessee
is
in
Breach
of
this
Lease,
or
(iv)
in
the
event
that
Lessee
has
been
given
3
or
more
noces
of
separate
Default,
whether
or
not
the
Defaults
are
cured,
during
the
12
month
period
immediately
preceding
the
exercise
of
the
Opon.
(b)
The
period
of
me
within
which
an
Opon
may
be
exercised
shall
not
be
extended
or
enlarged
by
reason
of
Lessee's
inability
to
exercise
an
Opon
because
of
the
provisions
of
Paragraph
39.4(a)
..
(c)
An
Opon
shall
terminate
and
be
of
no
further
force
or
effect,
notwithstanding
Lessee's
due
a
nd
mely
exercise
of
the
Opon,
if,
aer
such
exercise
and
prior
to
the
commencement
of
the
extended
term
or
compleon
of
the
purchase,
(i)
Lessee
fails
to
pay
Rent
for
a
period
of
30
days
aer
such
Rent
becomes
due
(without
any
necessity
of
Lessor
to
give
noce
thereof),
or
(ii)
if
Lessee
commits
a
Breach
of
t
his
Lease.
40.
Security
Measures.
Lessee
hereby
acknowledges
that
the
Rent
payable
to
Lessor
hereunder
does
n
ot
include
the
cost
of
guard
service
or
other
security
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
17
of
19
measures,
and
that
Lessor
shall
have
no
obligaon
whatsoever
to
provide
same.
Lessee
assumes
all
responsibility
for
the
protecon
of
the
Premises,
Lessee,
its
agents
and
invitees
and
their
property
from
the
acts
of
third
pares.
41.
Reservaons.
Lessor
reserves
the
right:
(i)
to
grant,
without
the
consent
or
joinder
of
Le
ssee,
such
easements,
rights
and
dedicaons
that
Lessor
deems
necessary;
(ii)
to
cause
the
recordaon
of
parcel
maps
and
restricons;
and
(iii)
to
create
and/
or
install
new
ulity
raceways,
so
long
as
such
easements,
rights,
dedicaons,
maps,
restricons,
and
ulity
raceways
do
not
unreasonably
interfere
with
the
use
of
the
Premises
by
Lessee.
Lessee
agrees
to
sign
any
documents
reasonably
requested
by
Lessor
to
effectuate
such
rights.
42.
Performance
Under
Protest.
If
at
any
me
a
dispute
shall
arise
as
to
any
amount
or
sum
of
mon
ey
to
be
paid
by
one
Party
to
the
other
under
the
provisions
hereof,
the
Party
against
whom
the
obligaon
to
pay
the
money
is
asserted
shall
have
the
right
to
make
payment
"under
protest"
and
such
payment
shall
not
be
regarded
as
a
voluntary
payment
and
there
shall
survive
the
right
on
the
part
of
said
Party
to
ins
tute
suit
for
recovery
of
such
sum.
If
it
shall
be
adjudged
that
there
was
no
legal
obligaon
on
the
part
of
said
Party
to
pay
such
sum
or
any
part
thereof,
said
Party
s
hall
be
entled
to
recover
such
sum
or
so
much
thereof
as
it
was
not
legally
required
to
pay.
A
Party
who
does
not
iniate
suit
for
the
recovery
of
sums
paid
"under
pr
otest"
within
6
months
shall
be
deemed
to
have
waived
its
right
to
protest
such
payment.
43.
Authority;
Mulple
Pares;
Execuon.
(a)
If
either
Party
hereto
is
a
corporaon,
trust,
limited
liability
company,
partnership,
or
similar
enty,
each
individual
execung
this
Lease
on
behalf
of
such
enty
represents
and
warrants
that
he
or
she
is
duly
authorized
to
execute
and
deliver
this
Le
ase
on
its
behalf.
Each
Party
shall,
within
30
days
aer
request,
deliver
to
the
other
Party
sasfactory
evidence
of
such
authority.
(b)
If
this
Lease
is
executed
by
more
than
one
person
or
enty
as
"Lessee",
each
such
person
or
e
nty
shall
be
jointly
and
severally
liable
hereunder.
It
is
agreed
that
any
one
of
the
named
Lessees
shall
be
empowered
to
execute
any
amendment
to
this
Lease,
or
other
document
ancillary
thereto
and
bind
all
of
the
named
Lessees,
and
Lessor
may
rely
on
the
same
as
if
all
of
the
named
Lessees
had
executed
such
doc
ument.
(c)
This
Lease
may
be
executed
by
the
Pares
in
counterparts,
each
of
which
shall
be
deemed
an
or
iginal
and
all
of
which
together
shall
constute
one
and
the
same
instrument.
44.
Conflict.
Any
conflict
between
the
printed
provisions
of
this
Lease
and
the
typewrien
or
han
dwrien
provisions
shall
be
controlled
by
the
typewrien
or
handwrien
provisions.
45.
Offer
..
Preparaon
of
this
Lease
by
either
party
or
their
agent
and
submission
of
same
to
the
other
Party
shall
not
be
deemed
an
offer
to
lease
to
the
other
Party.
This
Lease
is
not
intended
to
be
binding
unl
executed
and
delivered
by
all
Pares
hereto.
46.
Amendments.
This
Lease
may
be
modified
only
in
wring,
signed
by
the
Pares
in
interest
at
the
me
of
the
modificaon.
As
long
as
they
do
not
materially
change
Lessee's
obligaons
hereunder,
Lessee
agrees
to
make
such
reasonable
non
-
monetary
modifica
ons
to
this
Lease
as
may
be
reasonably
required
by
a
Lender
in
connecon
with
the
obtaining
of
normal
financing
or
refinancing
of
the
Premises.
47.
Waiver
of
Jury
Trial.
THE
PARTIES
HEREBY
WAIVE
THEIR
RESPECTIVE
RIGHTS
TO
TRIAL
BY
JURY
IN
ANY
ACTION
OR
PROCEEDING
INVOLVING
THE
PROPERTY
OR
ARISING
OUT
OF
THIS
AGREEMENT.
48.
Arbitraon
of
Disputes.
An
Addendum
requiring
the
Arbitraon
of
all
disputes
between
the
Par
es
and/or
Brokers
arising
out
of
this
Lease
is
is
not
aached
to
this
Lease.
49.
Accessibility;
Americans
with
Disabilies
Act.
(a)
The
Premises:
50.
Rent
Adjustment
:
See
Rent
Adjustment
Addendum
..
51.
Rent
abatement
:
The
Base
Rent
for
the
third
and
forth
(
3
rd
&
4
th
)
month
of
the
l
ease
t
erm
s
hall
be
abated,
but
subject
to
inducement
recapture
in
the
event
of
a
tenant
default
per
paragraph
13.3
..
5
2
..
Tenant
Improvement
Allowance
(TIA)
:
The
Lessor
will
provide
the
Lessee
a
TIA
equal
to
$
1.00
SF
($
140
,
400.00
)
to
be
used
toward
the
completion
of
a
mutually
agreeable
scope
of
work
..
The
Lessee
will
provide
a
scope
of
work
for
any
work
performed
and
must
be
approved
by
the
Lessor
prior
to
the
work
being
started
..
The
Lessor
authorizes
the
Lessee
to
use
its
own
licensed
contractors,
provided
a
certificate
of
insurance
(COI)
is
prov
id
ed
from
each
contractor
along
with
the
ir
scope
of
wor
k
..
Th
e
Lessee
will
pay
the
contractor
directly
..
T
o
receive
reimbursement
t
he
Lessee
must
provid
e
the
contra
c
tor's
release
of
liability
along
wi
th
their
invoicing
to
the
Lessor
for
up
to
the
TIA
..
Any
additional
TI
work
must
be
approved
by
the
Lessor
with
all
the
above
requirements
met
..
Lessee
must
use
the
TI
allowance
within
the
first
twelve
(
12
)
months
of
the
lease
commencement
..
53.
Back
-
up
Generator
:
T
he
Lessee
shall
have
the
right
to
install
a
backup
power
generator
in
a
mutually
agreeable
location
subject
to
any
applicable
city
codes
and
regulations
..
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
18
of
19
54.
Early
Access
:
T
he
Lessee
shall
have
access
to
the
Premises
/Project
by
11
/
1
/
21
,
to
allow
time
to
install
i
t
'
s
furniture,
fixtures
and
e
quipment
("Early
Access
")
..
Such
Early
Access
shall
not
int
erfere
with
the
timely
completion
of
any
L
essor's
work
..
Any
such
Early
Ac
cess
shall
be
subject
to
the
term
s
and
conditions
of
the
lease
(such
as
providing
insurance
coverage),
except
for
the
obligation
to
p
ay
base
rent
or
operating
expenses
..
55.
T
he
Lessee
has
24
/
7
/
365
access
to
the
building
,
parking
and
common
areas
..
56.
The
Lessor
shall
deliver
the
Premises
to
the
Lessee
broom
clean
and
free
of
any
furniture,
fix
tures
and
equipment
(“FF&E”)
of
the
prior
tenant
(except
for
such
FF&E
that
the
Lessee
has
elected
to
purchase
from
S
chylling
),
all
building
systems
in
good
working
order
and
repair,
and
all
structura
l
and
foundational
components
of
the
Building
in
sound
condition
..
57.
Building
Signage
:
The
landlord
will
allow
the
tenant
to
install
identity
and
exterior
signa
g
e
with
landlord
's
prior
ap
proval
(design,
size
and
location)
and
subject
to
rel
e
v
a
nt
muni
cipal
codes,
ap
proval
and
permits
..
The
tenant
will
be
responsible
for
all
costs
of
installation,
removal
and
restoration
..
5
8
..
Option
to
Extend
:
See
Option
to
Extend
Addendum
..
have
not
undergone
an
inspecon
by
a
Cerfied
Access
Specialist
(CASp)
..
Note:
A
Cerfied
Acce
ss
Specialist
(CASp)
can
inspect
the
subject
premises
and
determine
whether
the
subject
premises
comply
with
all
of
the
applicable
construcon
-
related
access
ibility
standards
under
state
law.
Although
state
law
does
not
require
a
CASp
inspecon
of
the
subject
premises,
the
commercial
property
owner
or
lessor
may
not
prohibit
the
lessee
or
tenant
from
obtaining
a
CASp
inspecon
of
the
subject
premises
for
the
occupancy
or
potenal
occupancy
of
the
lessee
or
tenant,
if
requested
by
the
lessee
or
tenant.
The
pares
shall
mutually
agree
on
the
arrangements
for
the
me
and
manner
of
the
CASp
inspecon,
the
payment
of
the
fee
for
the
CASp
in
specon,
and
the
cost
of
making
any
repairs
necessary
to
correct
violaons
of
construcon
-
related
accessibility
standards
within
the
premises.
have
undergone
an
inspecon
by
a
Cerfied
Access
Specialist
(CASp)
and
it
was
determined
that
th
e
Premises
met
all
applicable
construcon
-
related
accessibility
standards
pursuant
to
California
Civil
Code
§55.51
et
seq.
Lessee
acknowledges
that
it
received
a
c
opy
of
the
inspecon
report
at
least
48
hours
prior
to
execung
this
Lease
and
agrees
to
keep
such
report
confidenal.
have
undergone
an
inspecon
by
a
Cerfied
Access
Specialist
(CASp)
and
it
was
determined
that
th
e
Premises
did
not
meet
all
applicable
construcon
-
related
accessibility
standards
pursuant
to
California
Civil
Code
§55.51
et
seq.
Lessee
acknowledges
that
i
t
received
a
copy
of
the
inspecon
report
at
least
48
hours
prior
to
execung
this
Lease
and
agrees
to
keep
such
report
confidenal
except
as
necessary
to
complete
rep
airs
and
correcons
of
violaons
of
construcon
related
accessibility
standards.
In
the
event
that
the
Premises
have
been
issued
an
inspecon
report
by
a
CASp
the
Lessor
shall
prov
ide
a
copy
of
the
disability
access
inspecon
cerficate
to
Lessee
within
7
days
of
the
execuon
of
this
Lease.
(b)
Since
compliance
with
the
Americans
with
Disabilies
Act
(ADA)
and
other
state
and
local
acce
ssibility
statutes
are
dependent
upon
Lessee's
specific
use
of
the
Premises,
Lessor
makes
no
warranty
or
representaon
as
to
whether
or
not
the
Premises
comply
w
ith
ADA
or
any
similar
legislaon.
In
the
event
that
Lessee's
use
of
the
Premises
requires
modificaons
or
addions
to
the
Premises
in
order
to
be
in
compliance
wit
h
ADA
or
other
accessibility
statutes,
Lessee
agrees
to
make
any
such
necessary
modificaons
and/or
addions
at
Lessee's
expense.
LESSOR
AND
LESSEE
HAVE
CAREFULLY
READ
AND
REVIEWED
THIS
LEASE
AND
EACH
TERM
AND
PROVISION
CONTAINED
HEREIN,
AND
BY
THE
EXECUTION
OF
THIS
LEASE
SHOW
THEIR
INFORMED
AND
VOLUNTARY
CONSENT
THERETO.
THE
PARTIES
HEREBY
AGREE
THAT,
AT
THE
TIM
E
THIS
LEASE
IS
EXECUTED,
THE
TERMS
OF
THIS
LEASE
ARE
COMMERCIALLY
REASONABLE
AND
EFFECTUATE
THE
INTENT
AND
PURPOSE
OF
LESSOR
AND
LESSEE
WI
TH
RESPECT
TO
THE
PREMISES.
ATTENTION:
NO
REPRESENTATION
OR
RECOMMENDATION
IS
MADE
BY
AIR
CRE
OR
BY
ANY
BROKER
AS
TO
THE
LEGAL
SUFFICIENCY,
LEGAL
EFFECT,
OR
TAX
CONSEQUENCES
OF
THIS
LEASE
OR
THE
TRANSACTION
TO
WHICH
IT
RELATES.
THE
PARTIES
ARE
URGED
TO:
1.
SEEK
ADVICE
OF
COUNSEL
AS
TO
THE
LEGAL
AND
TAX
CONSEQUENCES
OF
THIS
LEASE.
2.
RETAIN
APPROPRIATE
CONSULTANTS
TO
REVIEW
AND
INVESTIGATE
THE
CONDITION
OF
THE
PREMISES.
SAID
IN
VESTIGATION
SHOULD
INCLUDE
BUT
NOT
BE
LIMITED
TO:
THE
POSSIBLE
PRESENCE
OF
HAZARDOUS
SUBSTANCES,
THE
ZONING
OF
THE
PREMISES,
THE
STRUCT
URAL
INTEGRITY,
THE
CONDITION
OF
THE
ROOF
AND
OPERATING
SYSTEMS,
COMPLIANCE
WITH
THE
AMERICANS
WITH
DISABILITIES
ACT
AND
THE
SUITABILITY
OF
T
HE
PREMISES
FOR
LESSEE'S
INTENDED
USE.
WARNING:
IF
THE
PREMISES
ARE
LOCATED
IN
A
STATE
OTHER
THAN
CALIFORNIA,
CERTAIN
PROVISIONS
OF
THE
L
EASE
MAY
NEED
TO
BE
REVISED
TO
COMPLY
WITH
THE
LAWS
OF
THE
STATE
IN
WHICH
THE
PREMISES
ARE
LOCATED.
The
pares
hereto
have
executed
this
Lease
at
the
place
and
on
the
dates
specified
above
their
resp
ecve
signatures.
Executed
at:
On:
By
LESSOR
:
Adaya
Slover
Holdings,
LLC,
a
Delaware
Executed
at:
On:
By
LESSEE
:
Lulu's
Fashion
Lounge,
LLC,
a
Delaware
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2019
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
MTN
-
26.30,
Revised
10
-
22
-
2020
Page
19
of
19
limited
liability
company
By:
**S
-
Lessor
1
**
Name
Printed:
Amr
Tannir
Title:
VP
Phone:
Fax:
Email:
By:
**S
-
Lessor
2
**
Name
Printed:
Title:
Phone:
Fax:
Email:
Address:
Federal
ID
No.:
limited
liability
company
By:
**S
-
Lessee
1
**
Name
Printed:
Crystal
Landsem
Title:
Co
-
President
&
CFO
Phone:
Fax:
Email:
By:
**S
-
Lessee
2
**
Name
Printed:
Title:
Phone:
Fax:
Email:
Address:
Federal
ID
No.:
BROKER
Cushman
&
Wakefield/Meridian
Group,
Ltd
..
An:
Chuck
Beldon/Kyle
Kehner,
Amr
Tannir
Title:
Address:
Phone:
Fax:
Email:
Federal
ID
No.:
Broker
DRE
License
#
:
00616335
Agent
DRE
License
#
:
00844840
/
01239566
/
01007962
BROKER
Savi
An:
Steve
Walbridge/Matt
Brainard
Title:
Address:
Phone:
Fax:
Email:
Federal
ID
No.:
Broker
DRE
License
#
:
00388260
Agent
DRE
License
#
:
00821038
/
01267600
AIR
CRE
*
hps:
//www.
aircre.
com
*
213
-
687
-
8777
*
contracts@aircre.
com
NOTICE:
No
part
of
these
works
may
be
reproduced
in
any
form
without
permission
in
wring.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
RA
-
7.03,
Revised
10
-
22
-
2020
Page
1
of
2
RENT
ADJUSTMENT(S)
STANDARD
LEASE
ADDENDUM
Dated:
September
3
,
2021
By
and
Between
Lessor:
Adaya
Slover
Holdings,
LLC,
a
Delaware
limited
liability
company
Lessee:
Lulu's
Fashion
Lounge,
LLC,
a
Delaware
limited
liability
company
Property
Address:
3951
E
..
Earlstone
Street,
Ontario
CA
91761
(street
address,
city,
state,
zip)
Paragraph:
50
A.
RENT
ADJUSTMENTS
The
monthly
rent
for
each
month
of
the
adjustment
period(s)
specified
below
shall
be
increased
usin
g
the
method(s)
indicated
below:
(Check
Method(s)
to
be
Used
and
Fill
in
Appropriately)
I.
Cost
of
Living
Adjustment(s)
(COLA)
a.
On
(Fill
in
COLA
Dates)
:
the
Base
Rent
shall
be
adjusted
by
the
change,
if
any,
fro
m
the
Base
Month
specified
below,
in
the
Consumer
Price
Index
of
the
Bureau
of
Labor
Stascs
of
the
U.
S.
Department
of
Labor
for
(select
one)
:
CPI
W
(Urban
Wage
Earners
and
Clerical
Workers)
or
CPI
U
(All
Urban
Consumers),
for
(Fill
in
Urban
Area)
:
,
All
Items
(
1982
-
1984
=
100),
herein
re
ferred
to
as
"CPI".
b.
The
monthly
Base
Rent
payable
in
accordance
with
paragraph
A.
I.
a.
of
this
Addendum
shall
be
c
alculated
as
follows:
the
Base
Rent
set
forth
in
paragraph
1.5
of
the
aached
Lease,
shall
be
mulplied
by
a
fracon
the
numerator
of
which
shall
be
the
CPI
of
the
calendar
month
2
months
prior
to
the
month(s)
specified
in
paragraph
A.
I.
a.
above
during
which
the
adjustment
is
to
take
effect,
and
the
denom
inator
of
which
shall
be
the
CPI
of
the
calendar
month
which
is
2
months
prior
to
(select
one)
:
the
first
month
of
the
term
of
this
Lease
as
set
forth
in
paragraph
1.3
("Base
Month")
or
(Fill
in
Other
"Base
Month")
:
..
The
sum
so
calculated
shall
constute
the
new
monthly
Base
Rent
hereunder,
but
in
no
ev
ent,
shall
any
such
new
monthly
Base
Rent
be
less
than
the
Base
Rent
payable
for
the
month
immediately
preceding
the
Base
Rent
adjustment.
c.
In
the
event
the
compilaon
and/or
publicaon
of
the
CPI
shall
be
transferred
to
any
other
gov
ernmental
department
or
bureau
or
agency
or
shall
be
disconnued,
then
the
index
most
nearly
the
same
as
the
CPI
shall
be
used
to
make
such
calculaon
..
In
the
event
that
the
Pares
cannot
agree
on
such
alternave
index,
then
the
maer
shall
be
submied
for
decision
to
the
American
Arbitraon
Associaon
in
a
ccordance
with
the
then
rules
of
said
Associaon
and
the
decision
of
the
arbitrators
shall
be
binding
upon
the
pares.
The
cost
of
said
Arbitraon
shall
be
paid
eq
ually
by
the
Pares.
II.
Market
Rental
Value
Adjustment(s)
(MRV)
a.
On
(Fill
in
MRV
Adjustment
Date(s)
:
the
Base
Rent
shall
be
adjusted
to
the
"Market
Re
ntal
Value"
of
the
property
as
follows:
1)
Four
months
prior
to
each
Market
Rental
Value
Adjustment
Date
described
above,
the
Pares
shal
l
aempt
to
agree
upon
what
the
new
MRV
will
be
on
the
adjustment
date.
If
agreement
cannot
be
reached
within
thirty
days,
then:
(a)
Lessor
and
Lessee
shall
immediately
appoint
a
mutually
acceptable
appraiser
or
broker
to
establ
ish
the
new
MRV
within
the
next
30
days.
Any
associated
costs
will
be
split
equally
between
the
Pares,
or
(b)
Both
Lessor
and
Lessee
shall
each
immediately
make
a
reasonable
determinaon
of
the
MRV
and
su
bmit
such
determinaon,
in
wring,
to
arbitraon
in
accordance
with
the
following
provisions:
(i)
Within
15
days
thereaer,
Lessor
and
Lessee
shall
each
select
an
independent
third
party
appr
aiser
or
broker
("Consultant"
-
check
one)
of
their
choice
to
act
as
an
arbitrator
(Note
:
the
pares
may
not
select
either
of
the
Brokers
that
was
involved
in
negoang
the
Lease)
..
The
two
arbitrators
so
appointed
shall
immediately
select
a
third
mutually
acceptable
Consultant
to
act
as
a
third
arbitrator.
(ii)
The
3
arbitrators
shall
within
30
days
of
the
appointment
of
the
third
arbitrator
reach
a
deci
sion
as
to
what
the
actual
MRV
for
the
Premises
is,
and
whether
Lessor's
or
Lessee's
submied
MRV
is
the
closest
thereto.
The
decision
o
f
a
majority
of
the
arbitrators
shall
be
binding
on
the
Pares.
The
submied
MRV
which
is
determined
to
be
the
closest
to
the
actual
MRV
shall
thereaer
be
used
by
th
e
Pares.
(iii)
If
either
of
the
Pares
fails
to
appoint
an
arbitrator
within
the
specified
15
days,
the
ar
bitrator
mely
appointed
by
one
of
them
shall
reach
a
decision
on
his
or
her
own,
and
said
decision
shall
be
binding
on
the
Pares.
(iv)
The
enre
cost
of
such
arbitraon
shall
be
paid
by
the
party
whose
submied
MRV
is
not
sele
cted,
i.
e.
,
the
one
that
is
NOT
the
closest
to
the
actual
MRV.
2)
When
determining
MRV,
the
Lessor,
Lessee
and
Consultants
shall
consider
the
terms
of
comparabl
e
market
transacons
which
shall
include,
but
not
be
limited
to,
rent,
rental
adjustments,
abated
rent,
lease
term
and
financial
condion
of
tenants.
3)
Notwithstanding
the
foregoing,
the
new
Base
Rent
shall
not
be
less
than
the
rent
payable
for
th
e
month
immediately
preceding
the
rent
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
RA
-
7.03,
Revised
10
-
22
-
2020
Page
2
of
2
adjustment.
b.
Upon
the
establishment
of
each
New
Market
Rental
Value:
1)
the
new
MRV
will
become
the
new
"Base
Rent"
for
the
purpose
of
calculang
any
further
Adjustmen
ts,
and
2)
the
first
month
of
each
Market
Rental
Value
term
shall
become
the
new
'Base
Month'
for
the
purpo
se
of
calculang
any
further
Adjustments.
III.
Fixed
Rental
Adjustment(s)
(FRA)
The
Base
Rent
shall
be
increased
to
the
following
amounts
on
the
dates
set
forth
below:
On
(Fill
in
FRA
Adjustment
Date(s))
:
The
New
Base
Rent
shall
be:
12
/
1
/
2022
$
167
,
918.40
12
/
1
/
2023
$
174
,
635.14
12
/
1
/
2024
$
181
,
620.54
12
/
1
/
2025
$
188
,
885.36
12
/
1
/
2026
$
196
,
440.78
12
/
1
/
2027
$
204
,
298.41
12
/
1
/
2028
$
212
,
470.35
B.
NOTICE
Unless
specified
otherwise
herein,
noce
of
any
rental
adjustments,
other
than
Fixed
Rental
Adjus
tments,
shall
be
made
as
specified
in
paragraph
23
of
the
Lease.
C.
BROKER'S
FEE
The
Brokers
shall
be
paid
a
Brokerage
Fee
for
each
adjustment
specified
above
in
accordance
with
par
agraph
15
of
the
Lease
or
if
applicable,
paragraph
9
of
the
Sublease.
AIR
CRE
*
hps:
//www.
aircre.
com
*
213
-
687
-
8777
*
contracts@aircre.
com
NOTICE:
No
part
of
these
works
may
be
reproduced
in
any
form
without
permission
in
wring.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
OE
-
6.02,
Revised
10
-
22
-
2020
Page
1
of
2
OPTION(S)
TO
EXTEND
STANDARD
LEASE
ADDENDUM
Dated:
September
3
,
2021
By
and
Between
Lessor:
Adaya
Slover
Holdings,
LLC,
a
Delaware
limited
liability
company
Lessee:
Lulu's
Fashion
Lounge,
LLC,
a
Delaware
limited
liability
company
Property
Address:
3951
E
..
Earlstone
Street,
Ontario
CA
91761
(street
address,
city,
state,
zip)
Paragraph:
58
A.
OPTION(S)
TO
EXTEND:
Lessor
hereby
grants
to
Lessee
the
opon
to
extend
the
term
of
this
Lease
for
one
(
1
)
addiona
l
sixty
(
60
)
month
period(s)
commencing
when
the
prior
term
expires
upon
each
and
all
of
the
following
terms
and
condions:
(i)
In
order
to
exercise
an
opon
to
extend,
Lessee
must
give
wrien
noce
of
such
elecon
to
Lessor
and
Lessor
must
receive
the
same
at
least
nine
(
9
)
but
not
more
than
twelve
(
12
)
months
prior
to
the
date
that
the
opon
period
would
comme
nce,
me
being
of
the
essence.
If
proper
noficaon
of
the
exercise
of
an
opon
is
not
given
and/or
received,
such
opon
shall
automac
ally
expire.
Opons
(if
there
are
more
than
one)
may
only
be
exercised
consecuvely.
(ii)
The
provisions
of
paragraph
39,
including
those
relang
to
Lessee's
Default
set
forth
in
par
agraph
39.4
of
this
Lease,
are
condions
of
this
Opon.
(iii)
Except
for
the
provisions
of
this
Lease
granng
an
opon
or
opons
to
extend
the
term,
al
l
of
the
terms
and
condions
of
this
Lease
except
where
specifically
modified
by
this
opon
shall
apply.
(iv)
This
Opon
is
personal
to
the
original
Lessee,
and
cannot
be
assigned
or
exercised
by
anyone
other
than
said
original
Lessee
except
to
a
su
ccessor
entity
as
defined
by
12.2
(
h
)
and
only
while
the
original
Lessee
or
such
successor
entit
y
is
in
full
possession
of
the
Premises
and
without
the
intenon
of
thereaer
assigning
or
subleng.
(v)
The
monthly
rent
for
each
month
of
the
opon
period
shall
be
calculated
as
follows,
using
the
method(s)
indicated
below:
(Check
Method(s)
to
be
Used
and
Fill
in
Appropriately)
I.
Cost
of
Living
Adjustment(s)
(COLA)
a.
On
(Fill
in
COLA
Dates)
:
the
Base
Rent
shall
be
adjusted
by
the
change,
if
any,
fro
m
the
Base
Month
specified
below,
in
the
Consumer
Price
Index
of
the
Bureau
of
Labor
Stascs
of
the
U.
S.
Department
of
Labor
for
(select
one)
:
CPI
W
(Urban
Wage
Earners
and
Clerical
Workers)
or
CPI
U
(All
Urban
Consumers),
for
(Fill
in
Urban
Area)
:
..
All
Items
(
1982
-
1984
=
100),
herein
referred
to
as
"CPI".
b.
The
monthly
Base
Rent
payable
in
accordance
with
paragraph
A.
I.
a.
of
this
Addendum
shall
be
c
alculated
as
follows:
the
Base
Rent
set
forth
in
paragraph
1.5
of
the
aached
Lease,
shall
be
mulplied
by
a
fracon
the
numerator
of
which
shall
be
the
CP
I
of
the
calendar
month
2
months
prior
to
the
month(s)
specified
in
paragraph
A.
I.
a.
above
during
which
the
adjustment
is
to
take
effect,
and
the
denominator
of
whi
ch
shall
be
the
CPI
of
the
calendar
month
which
is
2
months
prior
to
(select
one)
:
the
first
month
of
the
term
of
this
Lease
as
set
forth
in
paragraph
1.3
("Base
Mon
th")
or
(Fill
in
Other
"Base
Month")
:
..
The
sum
so
calculated
shall
constute
the
new
monthly
Base
Rent
hereunder,
but
in
no
event,
shall
any
suc
h
new
monthly
Base
Rent
be
less
than
the
Base
Rent
payable
for
the
month
immediately
preceding
the
rent
adjustment.
c.
In
the
event
the
compilaon
and/or
publicaon
of
the
CPI
shall
be
transferred
to
any
other
gov
ernmental
department
or
bureau
or
agency
or
shall
be
disconnued,
then
the
index
most
nearly
the
same
as
the
CPI
shall
be
used
to
make
such
calculaon
..
In
the
event
that
the
Pares
cannot
agree
on
such
alternave
index,
then
the
maer
shall
be
submied
for
decision
to
the
American
Arbitraon
Associaon
in
a
ccordance
with
the
then
rules
of
said
Associaon
and
the
decision
of
the
arbitrators
shall
be
binding
upon
the
pares.
The
cost
of
said
Arbitraon
shall
be
paid
eq
ually
by
the
Pares.
II.
Market
Rental
Value
Adjustment(s)
(MRV)
a.
On
(Fill
in
MRV
Adjustment
Date(s))
2
/
1
/
2029
the
Base
Rent
shall
be
adjusted
to
the
"Market
Rental
Value"
of
the
property
as
follows:
1)
Four
months
prior
to
each
Market
Rental
Value
Adjustment
Date
described
above,
the
Pares
shal
l
aempt
to
agree
upon
what
the
new
MRV
will
be
on
the
adjustment
date.
If
agreement
cannot
be
reached,
within
thirty
days,
then:
(a)
Lessor
and
Lessee
shall
immediately
appoint
a
mutually
acceptable
appraiser
or
broker
to
establ
ish
the
new
MRV
within
the
next
30
days.
Any
associated
costs
will
be
split
equally
between
the
Pares,
or
(b)
Both
Lessor
and
Lessee
shall
each
immediately
make
a
reasonable
determinaon
of
the
MRV
and
su
bmit
such
determinaon,
in
wring,
to
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Lessor
1
**
**I
-
Lessee
1
**
**I
-
Lessor
2
**
**I
-
Lessee
2
**
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
OE
-
6.02,
Revised
10
-
22
-
2020
Page
2
of
2
arbitraon
in
accordance
with
the
following
provisions:
(i)
Within
15
days
thereaer,
Lessor
and
Lessee
shall
each
select
an
independent
third
party
appr
aiser
or
broker
("Consultant"
-
check
one)
of
their
choice
to
act
as
an
arbitrator
(Note
:
the
pares
may
not
select
either
of
th
e
Brokers
that
was
involved
in
negoang
the
Lease)
..
The
two
arbitrators
so
appointed
shall
immediately
select
a
third
mutually
acceptable
Consultant
to
act
as
a
third
arbitrator.
(ii)
The
3
arbitrators
shall
within
30
days
of
the
appointment
of
the
third
arbitrator
reach
a
deci
sion
as
to
what
the
actual
MRV
for
the
Premises
is,
and
whether
Lessor's
or
Lessee's
submied
MRV
is
the
closest
thereto.
The
decision
o
f
a
majority
of
the
arbitrators
shall
be
binding
on
the
Pares.
The
submied
MRV
which
is
determined
to
be
the
closest
to
the
actual
MRV
shall
thereaer
be
used
by
th
e
Pares.
(iii)
If
either
of
the
Pares
fails
to
appoint
an
arbitrator
within
the
specified
15
days,
the
ar
bitrator
mely
appointed
by
one
of
them
shall
reach
a
decision
on
his
or
her
own,
and
said
decision
shall
be
binding
on
the
Pares.
(iv)
The
enre
cost
of
such
arbitraon
shall
be
paid
by
the
party
whose
submied
MRV
is
not
sele
cted,
ie.
the
one
that
is
NOT
the
closest
to
the
actual
MRV.
2)
When
determining
MRV,
the
Lessor,
Lessee
and
Consultants
shall
consider
the
terms
of
comparabl
e
market
transacons
which
shall
include,
but
not
be
limited
to,
rent,
rental
adjustments,
abated
rent,
lease
term
and
financial
condion
of
tena
nts.
3)
Notwithstanding
the
foregoing,
the
new
Base
Rent
shall
not
be
less
than
104
%
of
the
rent
payab
le
for
the
month
immediately
preceding
the
rent
adjustment.
b.
Upon
the
establishment
of
each
New
Market
Rental
Value:
1)
the
new
MRV
will
become
the
new
"Base
Rent"
for
the
purpose
of
calculang
any
further
Adjustmen
ts,
and
2)
the
first
month
of
each
Market
Rental
Value
term
shall
become
the
new
"Base
Month"
for
the
purpo
se
of
calculang
any
further
Adjustments.
3
)
Annual
rental
increases
will
in
no
event
be
less
than
104
%
of
the
immediately
preceding
period
..
III.
Fixed
Rental
Adjustment(s)
(FRA)
The
Base
Rent
shall
be
increased
to
the
following
amounts
on
the
dates
set
forth
below:
On
(Fill
in
FRA
Adjustment
Date(s))
:
The
New
Base
Rent
shall
be:
IV.
Inial
Term
Adjustments
The
formula
used
to
calculate
adjustments
to
the
Base
Rent
during
the
original
Term
of
the
Lease
sha
ll
connue
to
be
used
during
the
extended
term.
B.
NOTICE:
Unless
specified
otherwise
herein,
noce
of
any
rental
adjustments,
other
than
Fixed
Rental
Adjus
tments,
shall
be
made
as
specified
in
paragraph
23
of
the
Lease.
C.
BROKER'S
FEE
:
The
Brokers
shall
be
paid
a
Brokerage
Fee
for
each
adjustment
specified
above
in
accordance
with
par
agraph
15
of
the
Lease
or
if
applicable,
paragraph
9
of
the
Sublease.
AIR
CRE
*
hps:
//www.
aircre.
com
*
213
-
687
-
8777
*
contracts@aircre.
com
NOTICE:
No
part
of
these
works
may
be
reproduced
in
any
form
without
permission
in
wring.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Guarantor
1
**
**I
-
Guarantor
2
**
________
________
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
GR
-
3.22,
Revised
10
-
22
-
2020
Page
1
of
2
GUARANTY
OF
LEASE
WHEREAS,
Adaya
Slover
Holdings,
LLC,
a
Delaware
limited
liability
company
,
hereinaer
"Lesso
r",
and
Lulu's
Fashion
Lounge,
LLC,
a
Delaware
limited
liability
company
,
hereinaer
"Lessee",
are
a
bout
to
execute
a
document
entled
"Lease"
dated
September
3
,
2021
concerning
the
premises
commonly
known
as
(st
reet
address,
city,
state,
zip)
3951
E
..
Earlstone
Street,
Ontario
CA
91761
wherein
Lessor
will
lease
the
premises
to
Lessee,
and
WHEREAS,
Lulu's
Fashion
Lounge
Holdings,
Inc
..
,
a
Delaware
Corporation
hereinaer
"Guarantors"
have
a
financial
interest
in
Lessee,
and
WHEREAS,
Lessor
would
not
execute
the
Lease
if
Guarantors
did
not
execute
and
deliver
to
Lessor
thi
s
Guaranty
of
Lease.
NOW
THEREFORE,
in
consideraon
of
the
execuon
of
said
Lease
by
Lessor
and
as
a
material
induceme
nt
to
Lessor
to
execute
said
Lease,
Guarantors
hereby
jointly,
severally,
uncondionally
and
irrevocably
guarantee
the
prompt
payment
by
Lessee
of
all
rents
and
all
other
sums
payable
by
Lessee
under
said
Lease
and
the
faithful
and
prompt
performance
by
Lessee
of
each
and
every
one
of
the
terms,
condions
and
covena
nts
of
said
Lease
to
be
kept
and
performed
by
Lessee.
It
is
specifically
agreed
by
Lessor
and
Guarantors
that:
(i)
the
terms
of
the
foregoing
Lease
may
be
modified
by
agreement
between
Lessor
and
Lessee,
or
by
a
course
of
conduct,
and
(ii)
said
Lease
may
be
assigned
by
Lessor
or
any
assignee
of
Lessor
without
the
consent
of
or
noce
to
Guarantors
and
that
this
Guaranty
shall
guarantee
the
performance
of
said
Lease
as
so
modified.
This
Guaranty
shall
not
be
released,
modified
or
affected
by
the
failure
or
delay
on
the
part
of
Le
ssor
to
enforce
any
of
the
rights
or
remedies
of
the
Lessor
under
said
Lease.
No
noce
of
default
by
Lessee
under
the
Lease
need
be
given
by
Lessor
to
Guarantors,
it
being
spec
ifically
agreed
that
the
guarantee
of
the
undersigned
is
a
connuing
guarantee
under
which
Lessor
may
proceed
immediately
against
Lessee
and/or
against
Guaran
tors
following
any
breach
or
default
by
Lessee
or
for
the
enforcement
of
any
rights
which
Lessor
may
have
as
against
Lessee
under
the
terms
of
the
Lease
or
at
law
or
in
equity.
Lessor
shall
have
the
right
to
proceed
against
Guarantors
following
any
breach
or
default
by
Lessee
under
the
Lease
without
first
proceeding
against
Lessee
and
without
previous
noce
to
or
demand
upon
either
Lessee
or
Guarantors.
Guarantors
hereby
waive
(a)
noce
of
acceptance
of
this
Guaranty.
(b)
demand
of
payment,
presen
taon
and
protest,
(c)
all
right
to
assert
or
plead
any
statute
of
limitaons
relang
to
this
Guaranty
or
the
Lease,
(d)
any
right
to
require
the
Lessor
to
proc
eed
against
the
Lessee
or
any
other
Guarantor
or
any
other
person
or
enty
liable
to
Lessor,
(e)
any
right
to
require
Lessor
to
apply
to
any
default
any
security
depo
sit
or
other
security
it
may
hold
under
the
Lease,
(f)
any
right
to
require
Lessor
to
proceed
under
any
other
remedy
Lessor
may
have
before
proceeding
against
Guarantors,
(g)
any
right
of
subrogaon
that
Guarantors
may
have
against
Lessee.
Guarantors
do
hereby
subordinate
all
exisng
or
future
indebtedness
of
Lessee
to
Guarantors
to
the
obligaons
owed
to
Lessor
under
the
Lease
and
this
Guaranty.
If
a
Guarantor
is
married,
such
Guarantor
expressly
agrees
that
recourse
may
be
had
against
his
or
her
separate
property
for
all
of
the
obligaons
hereunder.
The
obligaons
of
Lessee
under
the
Lease
to
execute
and
deliver
estoppel
statements
and
financial
s
tatements,
as
therein
provided,
shall
be
deemed
to
also
require
the
Guarantors
to
provide
estoppel
statements
and
financial
statements
to
Lessor.
The
failu
re
of
the
Guarantors
to
provide
the
same
to
Lessor
shall
constute
a
default
under
the
Lease.
The
term
"Lessor"
refers
to
and
means
the
Lessor
named
in
the
Lease
and
also
Lessor's
successors
and
assigns.
So
long
as
Lessor's
interest
in
the
Lease,
the
leased
premises
or
the
rents,
issues
and
profits
therefrom,
are
subject
to
any
mortgage
or
deed
of
trust
or
assignment
for
security,
no
acquision
by
Guarantors
of
the
Lessor's
interest
shall
affect
the
connuing
obligaon
of
Guarantors
under
this
Guaranty
which
sha
ll
nevertheless
connue
in
full
force
and
effect
for
the
benefit
of
the
mortgagee,
beneficiary,
trustee
or
assignee
under
such
mortgage,
deed
of
trust
or
assignment
and
their
successors
and
assigns.
The
term
"Lessee"
refers
to
and
means
the
Lessee
named
in
the
Lease
and
also
Lessee's
successors
and
assigns.
Any
recovery
by
Lessor
from
any
other
guarantor
or
insurer
shall
first
be
credited
to
the
poron
of
Lessee's
indebtedness
to
Lessor
which
exceeds
the
maximum
liability
of
Guarantors
under
this
Guaranty.
No
provision
of
this
Guaranty
or
right
of
the
Lessor
can
be
waived,
nor
can
the
Guarantors
be
relea
sed
from
their
obligaons
except
in
wring
signed
by
the
Lessor.
Any
ligaon
concerning
this
Guaranty
shall
be
iniated
in
a
state
court
of
competent
jurisdico
n
in
the
county
in
which
the
leased
premises
are
located
and
the
Guarantors
consent
to
the
jurisdicon
of
such
court.
This
Guaranty
shall
be
governed
by
the
laws
o
f
the
State
in
which
the
leased
premises
are
located
and
for
the
purposes
of
any
rules
regarding
conflicts
of
law
the
pares
shall
be
treated
as
if
they
were
all
re
sidents
or
domiciles
of
such
State.
In
the
event
any
acon
be
brought
by
said
Lessor
against
Guarantors
hereunder
to
enforce
the
obliga
on
of
Guarantors
hereunder,
the
unsuccessful
party
in
such
acon
shall
pay
to
the
prevailing
party
therein
a
reasonable
aorney's
fee.
The
aorney's
f
ee
award
shall
not
be
computed
in
accordance
with
any
court
fee
schedule,
but
shall
be
such
as
to
full
reimburse
all
aorneys'
fees
reasonably
incurred.
If
any
Guarantor
is
a
corporaon,
partnership,
or
limited
liability
company,
each
individual
exe
cung
this
Guaranty
on
said
enty's
behalf
represents
and
warrants
that
he
or
she
is
duly
authorized
to
execute
this
Guaranty
on
behalf
of
such
enty.
Signa
tures
to
this
Guaranty
accomplished
by
means
of
electronic
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78






	
	**I
-
Guarantor
1
**
**I
-
Guarantor
2
**
________
________
INITIALS
INITIALS
©
2017
AIR
CRE.
All
Rights
Reserved.
Last
Edited:
9/30/2021
3:45
PM
GR
-
3.22,
Revised
10
-
22
-
2020
Page
2
of
2
signature
or
similar
technology
shall
be
legal
and
binding.
If
this
Form
has
been
filled
in,
it
has
been
prepared
for
submission
to
your
aorney
for
his
appro
val.
No
representaon
or
recommendaon
is
made
by
AIR
CRE,
the
real
estate
broker
or
its
agents
or
employees
as
to
the
legal
sufficiency,
legal
effect,
or
ta
x
consequences
of
this
Form
or
the
transacon
relang
thereto.
GUARANTORS
Lulu's
Fashion
Lounge
Holdings,
Inc
..
,
a
Delaware
Corporation
Executed
At:
On:
By:
**S
-
Guarantor
1
**
Name
Printed:
Title:
Address:
By:
**S
-
Guarantor
2
**
Name
Printed:
Title:
Address:
AIR
CRE
*
hps:
//www.
aircre.
com
*
213
-
687
-
8777
*
contracts@aircre.
com
NOTICE:
No
part
of
these
works
may
be
reproduced
in
any
form
without
permission
in
wring.
DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78