Exhibit 4.69


 


 


 


1.    Basic Provisions (“Basic Provisions”)


1.1 Parties: This Lease (“Lease”), dated for reference purposes
only Sept 15, 2019 is made by and between AI Factory, LLC (“Lessor”) and SPI Solar, Inc. (“Lessee”),
(collectively the “Parties,” or individually a “Party”).


1.2   Premises: That certain real property, including all
improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 700 Center St. Orange
Cove, CA 93646, located in the County of Fresno, State of California, and generally described as (describe briefly the nature
of the property and, if applicable, the “Project”, if the property is located within a Project) approximately
10.5 acre industrial property to be delivered in as-is condition (“Premises”). (See also Paragraph 2)


1.3   Term: 30 years and 108 days (“Original Term”) commencing
September 15, 2019 (“Commencement date”) and ending December 31, 2049 (“Expiration Date”). (See also Paragraph
3)


1.4  Early Possession: If the Premises are available Lessee may have
non-exclusive possession of the Premises commencing upon receipt of proof of insurance (“Early Possession Date”).
(See also Paragraphs 3.2 and 3.3)


1.5  Base Rent: payable on the 1st day of each year as set forth in
paragraphs 54 and 55 and free rental period from September 15, 2019 to December 31, 2019. (See also Paragraph 4)


1.6  Base Rent and Other Monies To Be Paid Within 10 Business Days of Execution:


(a) Base Rent: $125,000.00 for the period January 1, 2020 through December 31, 2020.


(b) Security Deposit: $10,000.00 (“Security Deposit”). (See also
Paragraph 5)


(c) Association Fees: $ ______ for the period ______________.


(d) Other: $7,608.76 for NNN expenses September 15, 2019 to December 31, 2019.


(e) Total Due Upon Execution of this Lease: $141,521.79.


1.7  Agreed Use: industrial use, including building photovoltaic
solar systems, storing the energy solar systems for solar projects, packing and manufacturing for oranges and other
agricultural products, industrial machining and processing, and other legal uses. (See also Paragraph 6)


1.8  Insuring Party: Lessor is the “Insuring Party”
unless otherwise stated herein. (See also Paragraph 8)


1.10  Guarantor. The obligations of the Lessee under this Lease are to
be guaranteed by ________ (“Guarantor”). (See also Paragraph 37)


1.11  Attachments: Attached hereto are the following, all of which constitute
a part of this Lease:


[_] an Addendum consisting of Paragraphs 51
through 57.


 


 


 






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2.   Premises.


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


2.2       Condition.
Lessor shall deliver the Premises to Lessee on the Commencement Date or the Early Possession
Date, whichever first occurs ("Start Date”)


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 restrictions
of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each
improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises,
modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see
Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE:
Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate
for Lessee's Intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not
comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not
give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that
noncompliance shall be the obligation of Lessee at Lessees sole cost and expense. If the Applicable Requirements are hereafter
changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or
Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises
and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:


(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a
result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this
Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee,
in writing, within 10 days after receipt of Lessees termination notice that Lessor has elected to pay the difference between the
actual cost thereof and an amount equal to 6 months' Base Rent, If Lessee elects termination, Lessee shall immediately cease the
use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date
at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could
legally utilize the Premises without commencing such Capital Expenditure.


(b) If such Capital Expenditure is not the result of the specific and unique use
of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure
and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof,
on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable
to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital
Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible
to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless
Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for
such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure,
Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid.
If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is
not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days
written notice to Lessor.


 


 


 






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(c) Notwithstanding
the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable
Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change
in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed
use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,
or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease.


2.4       Acknowledgements. Lessee
acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to
the electrical, I-1VAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made
such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by
Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay
the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or
warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i)
Brokers have made no representations, promises or warranties concerning Lessees ability to honor the Lease or suitability to
occupy the Premises, and (ii) it is Lessors sole responsibility to investigate the financial capability and/or suitability of
all proposed tenants.


2.5       Lessee
as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to
the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective
work.


 


3.       Term.


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


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


3.3       Delay
In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee
by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject
to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall
not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any
period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue
for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the
acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended
under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the
end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If
such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession
of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee, in writing.


3.4       Lessee
Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation
to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of
its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election
to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions
prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions
are satisfied


 


 


 






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4.     Rent.


4.1.      Rent
Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are
deemed to be rent ("Rent").


4.2       Payment Lessee
shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except
as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the
nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver
and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for
less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall
be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in
writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance
of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument
of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to
any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first
to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes,
and any remaining amount to any other outstanding charges or costs 


4.3       Association
Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association
or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner
as the Base Rent.


 


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


 


6.     Use.


6.1       Use.
Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto,
and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage,
waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal
and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor
shall not unreasonably withhold or delay its consent to any request for a modification of the Agreed Use, so long as the same
will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein,
and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days
after such request give written notification of same, which notice shall include an explanation of Lessor's objections to the
change in the Agreed Use.


 


 






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6.2       Hazardous Substances.


(a)  Reportable Uses Require Consent. The term "Hazardous
Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either:
(i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored
by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under
any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on
the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and
timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the
installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation,
or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business
plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance
with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises
or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required
to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common
household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use,
and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to
any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances
as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination,
injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination)
of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.


(b)  Duty to Inform Lessor. If Lessee knows, or has reasonable
cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously
consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of
any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.


(c)  Lessee Remediation. Lessee shall not cause or permit
any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary
sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or
remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of,
and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed
to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by
or for Lessee, or any third party.


(d)  Lessee Indemnification. Lessee shall indemnify, defend
and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving
any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have
no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent
properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of
any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation,
removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from Its obligations under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.


 


 


 






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(e)  Lessor Indemnification. Except as otherwise provided
in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and
lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous
Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct
of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include,
but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration
or termination of this Lease.


(f)  Investigations and Remediations. Lessor shall retain
the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction
with respect to the existence of Hazardous Substances on the Premises prior to Lessees occupancy, unless such remediation measure
is required as a result of Lessees use (including "Alterations-, as defined in paragraph 7.3(a) below) of the
Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at
the request of Lessor, including allowing Lessor and Lessors agents to have reasonable access to the Premises at reasonable times
in order to carry out Lessors investigative and remedial responsibilities.


(g) Lessor Termination Option. If a Hazardous Substance Condition
(see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee
shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in
full force and effect, but subject to Lessors rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option,
either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessors
expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition
exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after
receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessors desire to terminate
this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice,
Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost
of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000,
whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such
commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation
as soon as reasonably possible after the required funds are available, If Lessee does not give such notice and provide the required
funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of
termination.


6.3       Lessee's Compliance
with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently
and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance
underwriter or rating bureau, and the recommendations of Lessors engineers and/or consultants which relate in any manner to the
Premises, without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee
shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents,
and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately
upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.
Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage,
pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate
the presence of mold in the Premises. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS)
to Lessor within 10 days of the receipt of a written request therefor. In addition, Lessee shall provide Lessor with copies
of its business license, certificate of occupancy and/or any similar document within 10 days of the receipt of a written request
therefor.


 


 


 






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6.4       Inspection; Compliance.
Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have
the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable
notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with
this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements,
or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered
by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long
as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant
material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefore. Lessee acknowledges
that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to
incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should
the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without
any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for
the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for
the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase
in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the
exercise of any of the other rights and remedies granted hereunder.


 


7.       Maintenance;
Repairs, Utility Installations; Trade Fixtures and Alterations.





7.2   Lessors
Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation),
it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises,
or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that
the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises.


7.3       Utility
Installations; Trade Fixtures; Alterations.


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


(c)    Liens; Bonds.
Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee
at or for use on the Premises, which claims are or may be secured by any mechanic's or matenalmen's lien against the Premises
or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or
about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises
against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof.
If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim
or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall
pay Lessor's attorneys' fees and costs.


7.4     Ownership; Removal;
Surrender; and Restoration.


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


 


 


 






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


(c)    Surrender; Restoration. Lessee
shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces
thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted.
"Ordinary wear and tear shall not include any damage or deterioration that would have been prevented by good maintenance
practice. Notwithstanding the foregoing, if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender
the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee
shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or
Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee
shall remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party
(except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified
in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property
of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned
by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises
pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions
of Paragraph 25 below.


 


8.       Insurance;
Indemnity.


8.1       Payment
For Insurance. Lessee shall pay far all insurance required under Paragraph 8 except to the extent of the cost attnbutable
to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods
commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made
by Lessee to Lessor within 10 days following receipt of an invoice.


8.2       Liability
Insurance.


(a) Carried
by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and
Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out
of the ownership, use, occupancy or maintenance of the Premises and ail areas appurtenant thereto. Such insurance shall be on
an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate
of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as
the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall
not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability
assumed under this Lease as an "insured contract' for the performance of Lessee's indemnity obligations under this
Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to
and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.


(b)
Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not
in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.


 


 






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8.3     Property Insurance - Building, Improvements
and Rental Value.


(a) Building
and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss
payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance
shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount
required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessees personal property shall be insured by Lessee not by Lessor.
If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical
loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal
and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion
of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu
of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance
coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers
for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount
shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss.


(b) Rental Value.
The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and
any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental
Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the
amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month
period. Lessee shall be liable for any deductible amount in the event of such loss.


(c) Adjacent
Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to
the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if
said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.


8.4    Lessee's Property; Business Interruption
Insurance; Worker's Compensation Insurance.


(a) Property
Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
Owned Alterations and Utility Installations, Such insurance shall be full replacement cost coverage with a deductible of not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal
property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.


(b) Business
Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee
for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business
of Lessee or attributable to prevention of access to the Premises as a result of such perils.


(c) Workers
Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required
by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with
a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5.


(d) No Representation
of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are
adequate to cover Lessee's property, business operations or obligations under this Lease.


8.5    Insurance
Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders
Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other
rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance
policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates
with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall
be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior
to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal
thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining
term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried
by it, the other Party may, but shall not be required to, procure and maintain the same.


 


 






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


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


8.8    Exemption
of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither
Lessor nor its agents shall be liable under any circumstances for (i) injury or damage to the person or goods, wares, merchandise
or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the
presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
WAG or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages
arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions
of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead,
it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)
that Lessee is required to maintain pursuant to the provisions of paragraph 8.


8.9    Failure
to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein
will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will
be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required
insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance,
the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the
then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable
compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance.
Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to
maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of
its obligation to maintain the insurance specified in this Lease.


 


9.       Damage or
Destruction.


9.1       Definitions.


(a)   "Premises
Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations
and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor
shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial
or Total.


(b) "Premises
Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations arid Utility
Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction.
Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage
is Partial or Total.


 


 






    	 	10	 



     

    

 


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


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


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


9.2     Partial
Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably
possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make
the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall
make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,
if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessees responsibility) as and when required
to complete said repairs. In the event, however, such shortage was due to the fad that, by reason of the unique nature of the
improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation
to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor
with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage
and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible
for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect.
If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter
to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case
this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood
or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net
proceeds of any such insurance shall be made available for the repairs if made by either Party.


9.3    Partial
Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or
willful act of Lessee (in which event Lessee shall make the repairs at Lessees expense), Lessor may either: (i) repair such damage
as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii)
terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence
of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate
this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor
of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with
said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue
in full force and effect, arid Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds
are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination
notice.


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


 


 






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


9.6   Abatement
of Rent; Lessee's Remedies.


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


(b)  Remedies.
If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such
repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of
such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election
to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such
repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said
notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence"
shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work
on the Premises, whichever first occurs.


9.7       Termination;
Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall
be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return
to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.


 


10.        
Real Property Taxes.


10.1       Definition.
As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special,
ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond;
and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's
right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to
tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax,
fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease,
including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment
provided by Lessor to Lessee pursuant to this Lease.


 


 






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10.2       Payment
of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at
least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after
the expiration or termination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee incurs
a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in
advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal
to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment
becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments
shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient
to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments
may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance
of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit.


10.3       Joint
Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Real Property
Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined
by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably
available.


10.4       Personal
Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations,
Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall
cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a
written statement setting forth the taxes applicable to Lessee's property.


 


11.        
Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities
and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed
to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There
shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption
or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond
Lessor's reasonable control or in cooperation with governmental request or directions.


 


12.      
Assignment and Subletting.


12.1     Lessor's
Consent Required.


(a)
Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment")
or sublet ail or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. Notwithstanding
anything to the contrary contained herein, Lessor's consent shall not be required for an assignment or sublease to a Lessee Affiliate
(as hereinafter defined). As used herein, "Affiliate' shall mean any entity (a) which owns and controls Lessee;(b)
is owned and controlled by Lessee;(c) is owned and controlled by an entity described in (a);(d) with which Lessee may merge or
consolidate; or (e) which acquires all or substantially all of the capital stock or assets of Lessee. Lessor acknowledges that
as of the date hereof SR Energy Co., Ltd. is an Affiliate of Lessee and, accordingly, sublease to such Affiliate does not require
Lessor's consent hereunder.


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


 


 






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


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


(d) 
Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
If Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is
requested.


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


12.2Terms
and Conditions Applicable to Assignment and Subletting.


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


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


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


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


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


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


 


 






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


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


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


(b) 
In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attom to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration
of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee
to such sublessor or for any prior Defaults or Breathes of such sublessor.


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


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


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


 


13.       Default;
Breach; Remedies.


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


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


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


(c) 
The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting
public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of
3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity
a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default.


 


 






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(d)
The failure by Lessee to provide (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate
or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document
requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which
Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days
following written notice to Lessee.


(e)
A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph
40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for
a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30
days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said
30 day period and thereafter diligently prosecutes such cure to completion.


(f)
The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors;
(ii) becoming a "debtor" as defined in 11 U.S.C. §101 or any sum"-ssor statute thereto (unless, in the case
of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession
is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30
days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision
shall be of no force or effect, and not affect the validity of the remaining provisions.


(g)
The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.


(h)
if the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination
of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's
becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's
breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any
such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee,
equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this
Lease.


13.2       Remedies.
If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of
an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee
shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an
invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such Breach:


(a)
Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee
shall immediately surrender possession to Lessor, In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid
Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee
proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably
avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure
to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including
but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection
with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision
(iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate
damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise
entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the
right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to
recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously
given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute
the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer
statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods
shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease
and/or by said statute.


 


 






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(b) 
Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or
assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to
protect the Lessors interests, shall not constitute a termination of the Lessee's right to possession.


(c)  
Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are
located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve
Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof
or by reason of Lessee's occupancy of the Premises.


13.3    Inducement
Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid

for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration
for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions,"
shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this
Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease
and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or
paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any
subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation
of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in
writing by Lessor at the time of such acceptance.


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


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


13.6   Breach
by Lessor.


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


(b)
Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days
after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee
may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure,
provided, however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security
Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee
shall document the cost of said cure and supply said documentation to Lessor.


 


 


 






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14.          
Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat
of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or
more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's
option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the
absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of
the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing,
this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall
be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments
shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the
value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by
the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or
not this Lease is terminated pursuant to the provisions of this Paragraph, All Alterations and Utility Installations made to the
Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled
to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation,
Lessor shall repair any damage to the Premises caused by such Condemnation.


 





16.       Estoppel
Certificates.


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


(b) 
If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party
may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may
be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if
Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers
may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of
the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel
Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent
of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel
Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to
Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The
Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor
will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute
a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise
of any of the other rights and remedies granted hereunder.


(c) If Lessor desires to finance, refinance, or sell the Premises, or
any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender
or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including
but not limited to Lessees financial statements for the past 3 years. All such financial statements shall be received by Lessor
and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.


 


17.      
Definition of Lessor. The term "Lessor' as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessees interest in the prior lease in the event of a transfer of
Lessors title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid,
the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter
to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed
by the Lessor shall be binding only upon the Lessor as hereinabove defined.


 


 


 






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18.       
Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in
no way affect the validity of any other provision hereof.


 


19.        
Days. Unless otherwise specifically indicated to the contrary, the word "days' as used in this Lease shall mean and refer
to calendar days.


 


20.        
Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or
its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor,
for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners,
members, directors, officers or shareholders, or any of their personal assets for such satisfaction.


 


21.        
Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by
the Parties under this Lease.


 


22.        
No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any
matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee
each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character
of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either
Party.


 


23.       
Notices.


23.1   Notice
Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in
person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with
postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given if served in a manner specified
in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery
or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon
Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to
Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.


23.2    Date
of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date
of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. if sent by regular mail the
notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices
delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours
after delivery of the same to the Postal Service or couner. Notices delivered by hand, or transmitted by facsimile
transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal
holiday, it shall be deemed received on the next business day.


 


24.       
Waivers.


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


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


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


 


 


 






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25.    Disclosures Regarding The Nature of a Real Estate
Agency Relationship.


(a)      
When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the
outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor
and Lessee acknowledge being advised by the Brokers in this transaction, as follows:


(i)
Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's
agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity,
honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills
and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all
facts known to the agent materially affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative duties set forth above.


(ii)
Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's
agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor.
An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of
reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty-to
disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,
or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any
confidential information obtained from the other Party which does not involve the affirmative duties set forth above.


Agent Representing
Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally
be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and
the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee:
a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other
duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the
agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept
rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered.
The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect
their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding
of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,
consult a competent professional.


(b)     
Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit
or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker
more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with
respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided,
however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct
of such Broker.


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


 


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


 


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


 


 


 






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


 


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


 


30.     
Subordination; Attornment; Non-Disturbance.


30.1     Subordination.
This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed

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


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


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


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


 


 


 






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31.       Attorneys'
Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity,
or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether
or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include,
without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall
not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service
of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection
with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).


 


32.       
Lessor's Access; Showing Premises, Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time,
in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same
to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises
as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through
the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of the Premises. All such activities
shall be without abatement of rent or liability to Lessee.


 


33.       
Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written
consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.


 


34.      
Signs. Lessor may place on the Premises ordinary "Far Sale" signs at any time and ordinary "For Lease"
signs during the last 6 months of the term hereof.


 


35.      
Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease
by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically
terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing
subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.


 


36.        
Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent
of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's
actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants'
fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited
to consents to an assignment, a subletting or the presence or use of a Flazarclous Substance, shall be paid by Lessee upon receipt
of an invoice and supporting documentation therefor Lessor's consent to any act, assignment or subletting shall not constitute
an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then
existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The
failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time
of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent
is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests
the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within
10 business days following such request.


 


37.      
Guarantor.


37.1    Execution.
The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate
Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.


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


 


 


 






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


 


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


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


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


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


39.4   Effect
of Default on Options.


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


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


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


 


40.      
Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide
by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and
care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of
vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee
also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations.


 


41.      
Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard
service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility
for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.


 


42.     
Reservations, Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee,
such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions,
so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises
by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication,
map or restrictions.


 


 


 






    	 	23	 



     

    

 


43.      
Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to
the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the
right to make payment "under protest' and such payment shall not be regarded as a voluntary payment and there shall survive
the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal
obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or
so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under
protest' with 6 months shall be deemed to have waived its right to protest such payment.


 


44.     
Authority; Multiple Parties; Execution.


(a)      
If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing
this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease
on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.


(b)      
If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly
and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to
this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if ail of
the named Lessees had executed such document.


(c)
This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.


 


45.     Conflict.
Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by
the typewritten or handwritten provisions.


 


46.     
Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed
an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.


 


47.      
Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification.
As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications
to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing
of the Premises.


 


48.       
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING
THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.


 


49.      
Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties andfor Brokers arising
out of this Lease [_] is [X] is not attached to this Lease.


 


50.     Accessibility;
Americans with Disabilities Act


(a)       The Premises:


 


[X] Have not undergone an inspection by
a Certified Access Specialist (CASp). Note: A Certified Access Specialist (CASp) can inspect the subject premises and determine
whether the subject premises comply with all of the applicable construction-related accessibility standards under state law.


 


 


 






    	 	24	 



     

    

 


[_] Have undergone an inspection by a
Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility
standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection
report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as necessary to complete
repairs and corrections of violations of construction related accessibility standards.


 


In the event that the Premises have been
issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certificate to Lessee
within 7 days of the execution of this Lease.


 


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


 


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


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


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


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


WARNING:
IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY
WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.


 


51.  This shall
be a NNN lease whereby Lessee shall be responsible for paying all property taxes, insurance and maintenance costs forte Premises
or, alternatively, reimbursing Lessor for same. NNN expenses shall be paid annually along with Lessee's rent and shall be estimated
based on the previous year's amount if the exact amount due is unknown. (For reference purposes, the most recent annual insurance
policy amount paid by Lessor was $8,326.20 and the real property taxes paid by Lessor was $17,760.94 (for fiscal
year July 1, 2018 through June 30, 2019).]


52.  Rent payments
provided at time of lease execution, or within 10 business days thereof, shall be non-refundable.


53.  Premises
shall be provided in as-is condition. Lessee shall be solely responsible for all Tenant Improvements and related expenses.


54.  Lessee
shall pay rent annually on or before the 1st of each year. The rent payable for 2021 shall be $180,000.00.


55.  Lessee's
rent shall increase 3% annually commencing January 1, 2022. Rent amounts due on the lst of each year:


2022   
$185,400.00


2023   
$190,962.00


2024
   $196,691.00


2025
   $202,592.00


2026
   $208,669.00


2027
   $214,929.00


2028
   $221,377.00


 


 






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2029
   $228,019.00


2030
   $234,859.00


2031
   $241,905.00


2032
   $249,162.00


2033
   $256,637.00


2034    $264,335.00


2035    $272,266.00


2036    $280,434.00


2037    $288,847.00


2038    $297,513.00


2039    $30.5,43.008


2040    $315,631.00


2041    $325,100.00


2042    $334,853.00


2043    $344,899.00


2044    $355,246.00


2045    $365,903.00


2046    $376,880.00


2047    $388,186.00


2048    $399,832.00


2049    $411,827.00


 


56.  Option
to Purchase: See addendum attached.


57.  Lessee shall take over responsibility for all utilities and shall become the responsible
party for payment of any electric bills (i.e., PG&E) and other other utilities-related accounts, if applicable, serving the
Premises as of the Commencement Date of the Early Possession Date, whichever is sooner.


 


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


 


Executed at:
Newark CA


On: 9-16-2019


 





	By LESSOR:	 	BY LESSEE:
	AI Factory, LLC	 	 
	 	 	 
	 	 	 
	By: /s/ Stuart Millman                  	 	By: /s/ Xiafeng Peng                    
	Name: Stuart Millman	 	Name: Xiafeng Peng
	 	 	Title: CEO






 


 


 


 






    	 	26	 



     

    

 


 


 


Dated:
September 15, 2019


By and Between
(Lessor) AI Factory, LLC


(Lessee)
SPI Solar, Inc.


Address of Premises:
700 Center St.


Orange
Cove, CA 93646


 


Paragraph 56


(a)       
Lessor hereby grants to Lessee an option to purchase the Premises upon the terms and conditions herein set forth.


 


(b)       
In order to exercise this option to purchase, Lessee must give written notice of the exercise of the option to Lessor during the
period from September 15, 2019 to June 30, 2022 (the "Option Period"), time being of the essence. If such notice is
not so given, this option shall automatically expire. At the same time the option is exercised, Lessee must deliver to Lessor
a cashiers check in the amount of $250,000.00 payable to AI Factory, LLC as and for the Deposit referred to in paragraph 4.1 of
the Standard Offer, Agreement and Escrow Instructions for the Purchase of Real Estate.


 


(c)         The
provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease are conditions
of this Option.


 


(d)         If
Lessee elects to exercise this option to purchase as provided above, the transfer of title to Lessee shall occur on the close
of escrow and until that time the terms of this Lease shall remain in full force and effect.


 


(e)         If
Lessee elects to exercise this option to purchase, the purchase price to be paid by Lessee shall be $2,500,000.00 less any rent
payments paid to Lessor on or before the date of written notice from Lessee to exercise the Option To Purchase and less the Deposit
set forth in 56(b) above.


 


(f)            
Within 10 days after this option to purchase is exercised, Lessor and Lessee shall give instructions to consummate the sale to
SPI Solar, Inc. located at 700 Center St Orange Cove, CA 93646, who shall act as escrow holder, on the normal and usual escrow
forms then used by such escrow holder, as follows:


 


 


 


 






    	 	27	 



     

    

 


(i)        
Escrow shall close 40 or ______________ days after the exercise of the option to purchase by Lessee;


 


(ii)       
Lessor shall deposit the check referred to in paragraph (b) into escrow upon opening thereof, with the balance of the purchase
price to be deposited into escrow no later than 2:00 RM. on the last business day prior to the expected dosing date;


 


(iii)      
The parties agree to execute any additional instructions as are normal and usual;


 


(iv)      
The balance of the terms and conditions of sale shall be as set forth in the AIR Commercial Real Estate Association "STANDARD
OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR THE PURCHASE OF REAL ESTATE", a copy of which is attached hereto, except for
the following: and paragraphs 4.2; 5, 6; 9.1 a,b,c,d,e,h,j,k and I, and 20, which do not apply.


 


(g)       Either
Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be responsible for payment of any fees applicable thereto.


 


(h)       In
the event that this option to purchase is not exercised by Lessee in a timely fashion, the Lessee shall, upon request of Lessor,
execute, acknowledge and deliver to Lessor a quit claim deed releasing Lessee's interest in such option. Lessor shall be responsible
for the preparation of such deed and the payment of any fees applicable to the recording thereof.


 


WARNING:


 


LESSEE
SHOULD NOT EXERCISE THIS OPTION UNTIL LESSEE HAS COMPLETED SUCH INVESTIGATION AS MAY BE APPROPRIATE, OBTAINED ANY NECESSARY
FINANCING, AND IS OTHERWISE IN A POSITION TO COMPLETE SUCH PURCHASE.


 


 


 






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POWER OF ATTORNEY


 


1.          
Al Factory, LLC, 8407 Central Ave Ste 1809, Newark CA 94560, hereby appoints Stuart Millman, Senior Vice President of Business
Development of Smart Business Services, Inc. dba Idea Campus, to have power of attorney in fact, to act on its behalf to do and
perform the following:


 


a
Sign legal agreements on behalf of Al Factory, LLC.


b. Handle other corporate matters on behalf of, and/or when authorized by,
the Managing Members of Al Factory, LLC.


 


2.          
This Power of Attorney shall be effective only on September 16, 2019.


 


3.          
This Power of Attorney shall terminate after September 16, 2019.


 


4.          
This Power of Attorney shall be governed by the laws of the State of California


 


In
Witness Whereof, this Power of Attorney is by Al Factory, LLC.


 


 


/s/
Kong Yu                                September
16, 2019


Kong
Yu, Managing Member


AI
Factory, LLC 


 


 


 


 


Agreed to and Accepted by:


 


 


/s/ Stuart Millman                  September
16, 2019


Stuart Millman


Senior Vice President of Business Development


Smart Business Services, Inc. dba Idea Campus






 


 


 


 






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