EX1A-6 MAT CTRCT 30 tm2031356d1_ex6-17.htm EXHIBIT 6.17

Exhibit 6.17

 

111_6 17_page_01.gif  STANDARD MULTI-TENANT OFFICE LEASE-GROS AIR COMMERCIAL REAL ESTATE ASSOCIATION sic Provisions ("Basic Provisions"). 1Parties: This Lease ("Lease"), dated for reference purposes only ::.:M:::a"'Yc_::.1..:4_,_,_:2:..0:..::.1.o:5_' nd between SMCA Main Street Plaza, LLC ePulse Inc., a Delaware Corporation he "Parties", or individually a "Party"). 2(a)Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s) .::D:... ftoor(s), consisting of approximately 1,2 7 5 rentable square feet and approximately are feet("Premises"). The Premises are located at: :::.3..:1:.:0:.:3:..._N=e:.:i:.:l::.:s::.o=n'-'W.:..:a::.y.. f Santa Monica , County of Los Angeles lifornia , with zip code 904 05 . In addition to Lessee's rights t hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 t shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility rac e Premises ("Building") or to any other buildings in the Project. The Premises, the Building, the Common Areas, ted, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." T y 4 7 , 6 6 5 rentable square feet. (See also Paragraph 2) (b)Parking: Three ( 3) unreserved aRG-f9SeF\I9G vehicle parking spaces at a monthly c per unreserved space aaA.EI $=========-' ""''"''ree>SseePF\'<ee<IEI-es'l' aaeese. (See Paragraph 2.6) Term: Five ( 5) years and Zero ( 0) mont June 1, 2 015 ("Commencement Date") and ending ::.:M:::a:...y<-3=1_,_, Date"). (See also Paragraph 3) :2::.0:..::.2..:0:... Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Pr ("Early Possession Date"). (See also Paragra Base Rent: $3 , 9 5 0 • 0 0 per month ("Base Rent)", payable on the First ( 1 s t ) June 1, 2015. (See also Paragraph 4) x is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph .::5..:0:... -.,.. Lessee's Share of Operating Expense Increase: Two pt, Six Eightpercent ( the event that that size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall ct such modification. Base Rent and Other Monies Paid Upon Execution: (a)Base Rent: $3,950.00for the period 6/1/2015 - 6/30/2015 (b)Security Deposit: $4 0 ,0 11. 9 3 ("Security Deposit"). (See (c)Parking: $405.00for the period 6/1/2015 - 6/30/2015 (d)Other: $105.00 for::.:K:.::e-"'y--=C:..:a:.:r:.:d::.._:D:..;e::Jp"-o"'s"-J.=-·t.:: (e)Total Due Upon Execution of this Lease: $_4-'4_,,_4"-7--'1"-"-.::.:9:::.3 Agreed Use: .::G:.:e:.:n:.:e::.:r:..a::..::l_..:O..:f:.:f:.:i:..c:..e=---------------. (S Base Year; Insuring Party. The Base Year is 2 015Lessor is the "Insuring Party''. (See also Pa 0RealEstate Brokers: (See also Paragraph 15 and 25) (a) Representation: The following real estate brokers (the "Brokers") and brokerage relationships exist in thi xes): ommercial Brokerage, Inc. represents Lessor exclusively ( dvisors represents Lessee exclusively ("L ----------- ----------------------represents both Lessor and Less (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Br in a separate written agreement (or if there is no such agreement, the sum of or 4 • 0 0 brokerage services rendered by the Brokers. 1Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by---------("Guarantor"). (Se 2Business Hours for the Building: §_;_Q.Q a.m. to 6:0 0 p.m., Mondays through Fridays (except Bu a.m. to 1:0 0 p.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates o resident's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and National 3Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to p mises: services

 

 

 

111_6 17_page_02.gif pecify): =----o-----,--,-,:----,----;-;---:----::----:--::---:---;;-::---:c:-c------,-::-c---,---=,---14Attachments. Attached hereto are the following, all of which constitute a part of this Lease: ndum consisting of Paragraphs 52 through .::5c::3:.._ n depicting the Premises; set of the Rules and Regulations; etter; al schedule; pecify): Rent Adjustments (4150); Option to Extend (#51) emises. 1Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the ter e terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises m g of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not ctual size be determined to be different. Note: Lessee is advised to verify the actual size prior to executing this L 2Condition. As is/Where Is. bessar sRall aeli"er IRe P mises Ia bessee iA a sleaA saAailieA eA IRe Gamme ssiaA 9ale, "'Rishe"er first essHrs ("StaF! Qate"), aAa "'arFaAis !hal IRe exisliAg eleslrisal, IHmbiRg, fire s riAI< El air saAEliliaAiRg systems ("M1 'AG"), aAEl all ather items "'Rish IRe besser is ebligalea le seAslruGI HrsHaAt Ia the y, ether IRaA these seRsiFHGiea by bessee, shall be iA gees e eFaliAg seAailieA aA saia sate, that the slrHsiHral e s aRe feHRElaliaR af tRe URtt sRall be ffee ef material aefests, aAa that tRe Premises aa Rat seRiaiR Raar<le<s levels axis HREler a lisabla stale ar feeeFal law. bessar alsa "NarraRts, tRalHRiess a!Renvisa s esifiee iR "'FiliR§, bessar tises af QefaHIIaffesliRg the Premise; (ii) aRy eeliR HeAIamaHRts dHe HREler aAy leaR sesHree by IRe P mises; aRe ( ffestiR§ IRe Premises. Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Co ding codes applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Require time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which odifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's y Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lesse whether or not the zoning and other Applicable Requirements are appropriate for Lessee's intended use, and f the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as r receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rec equirements are hereafter changed so as to require during the term of this Lease the construction of an addition to o e remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises ("Ca essee 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 an Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, nditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee m nless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor ha tween the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee sha e Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination d Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize t such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (suc ismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, ea 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 reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at a Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not econom reof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lesse n 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Less d fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent r of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply on and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an e, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) imm or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capita h Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measu been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (includi HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), ntended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assu e same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premis the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent s r, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matte ease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties or the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financ ll proposed tenants. Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or e tart Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any n Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attac y Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Par plicable from time to time for monthly parking as set by Lessor and/or its licensee. (a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away e cost to Lessee, which cost shall be immediately payable upon demand by Lessor. (b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days pr rent for the parking is payable one month in advance prior to the first day of each calendar month. Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Prem dary line of the Project and interior utility raceways and installations within the Premises that are provided and desig time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective e tomers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells king areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, ustomers and invitees, during the term of this Lease, the nonexclusive right to use, in common with others entitle as as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein as be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any su y by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. I PAGE20F14

 

 

 

111_6 17_page_03.gif property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 9Common Areas·Rules and Regulations. Lessor or such other person{s) as Lessor may appoint shall have ment of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and enforce r "Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloadin of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their i ide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, s nd invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rule of the Project. 10Common Areas • Changes. Lessor shall have the right, in Lessos sole discretion, from time to time: (a) To make changes to the Common Areas, including, without limitation, changes in the location, size, s windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking eas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; (b)To close temporarily any of the Common Areas for maintenance purposes so long as reasonable acc lable; (c) (d) (e) To designate other land outside the boundaries of the Project to be a part of the Common Areas; To add additional buildings and improvements to the Common Areas; To use the Common Areas while engaged in making additional improvements, repairs or alterations t of; and (f)To do and perform such other acts and make such other changes in, to or with respect to the Commo ay, in the exercise of sound business judgment, deem to be appropriate. rm. 1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragrap Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and ing available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a n remises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay e period of such Early Possession. All other terms of this Lease {including but not limited to the obligations to pay L pense Increase) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession e Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall n for, nor shall such failure affect thvalidity of this Lease or change the Expiration Date. Lessee shall not, however, be ob s other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee w l run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjo inus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice e end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations e is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of hin 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Less provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required t nder this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to ipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurren e shall occur but Lessor may elect to withhold possession until such conditions are satisfied. nt. .Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease {except for the S e rent {"Rent"). Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent y which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Bas after referred to as the "Operating Expense Increase", in accordance with the following provisions: (a)"Base Year" is as specified in Paragraph 1.9. {b)"Comparison Year" is defined as each calendar year during the term of this Lease subsequent wever, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 m han such as are mandated by a governmental authority, as to which government mandated expenses Lessee shall p ng they occur during the first twelve {12) months). Lessee's Share of the Operating Expense Increase for the first a Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible (c)The following costs relating to the ownership and operation of the Project, calculated as if the Projec defined as "Operating Expenses.. : (i)Costs relating to the operation, repair, and maintenance in neat, clean, safe, good order an ent {see subparagraph (g)), of the following: {aa)The Common Areas, including their surfaces, coverings, decorative items, c rings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, s ndscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fenc {bb) All heating, air conditioning, plumbing, electrical systems, life safety equipm other equipment used in common by, or for the benefit of, tenants or occupants of the Project, including elevators an e detection systems including sprinkler system maintenance and repair. (cc) All other areas and improvements that are within the exterior boundaries of the Pr and/or any other space occupied by a tenant. {ii)The cost of trash disposal, janitorial and security services, pest control services, an l inspections; (iii)The cost of any other service to be provided by Lessor that is elsewhere in this Lea xpense"; (iv)The cost of the premiums for the insurance policies maintained by Lessor pursuant to pa rtion of an insured loss concerning the Building or the Common Areas; (v)The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; {vi)The cost of water, sewer, gas, electricity, and other publicly mandated services not separate {vii)Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools, ng the Project and accounting and management fees attributable to the operation of the Project; (viii)The cost of any capital improvement to the Building or the Project not covered unde 3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and y more than Lessee's Share of 1/144th of the cost of such Capital Expenditure in any given month; {ix)The cost to replace equipment or improvements that have a useful life for accounting purp (x)Reserves set aside for maintenance, repair and/or replacement of Common Area {d)Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any he operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. ot specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof essor to all buildings in the Project. {e) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2{c) shall not be upon Lessor to either have said improvements or facilities or to provide those services unless the Project already ha es the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (f) Lessee's Share of Operating Expense Increase is payable monthly on the same day as the Base Ren

 

 

 

111_6 17_page_04.gif nce each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the a xpenses for the preceding year. If Lessee's payments during such Year exceed Lessee's Share, Lessee shall credit t against Lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share, Lessee sh e deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith ad nt any balance determined to exist with respect to that portion of the last Comparison Year for which Lessee is respon reases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. (g)Operating Expenses shall not include the costs of replacement for equipment or capital compone exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that h urposes of 5 years or more. (h)Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or a mbursed by any third party, other tenant, or by insurance proceeds. Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States s due, without offset or deduction (except as specifically permitted in this Lease). All monetary amounts shall be rou In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Less mount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar mo he actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to sor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due sh ts to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any f payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accru es, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining charges or costs. curity Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's ons under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or re rity Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor use e Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to e full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon sit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the sa ase Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to acco e business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Se sary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as ntrol of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's r reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Dep unts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security ssor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for a der this Lease. e. Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is rea for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seein p or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or dela st for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvement y affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appeara cts to withhold consent, Lessor shall within 7 days after such request give written notification of same, which not f Lessor's objections to the change in the Agreed Use. Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall r waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Pre by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party u mmon law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, an products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a ubstances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) s. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the gen transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, n n is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Sub Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neig ing the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the n uch as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so lo ith all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring propert mination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any R h additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the e amination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expirati difications (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 Substa , under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written d provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or releas emises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply s and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or requi mination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was c by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of t y third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders ss from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, ees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any th Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance tside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited t or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, re d/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release r and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, u ssor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors fend, reimburse arid hold Lessee, its employees and lenders, harmless from and against any and all environmental d mediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or w gligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required , shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, a ermination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigati quired by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on th

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111_6 17_page_05.gif e Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such ac cluding allowing Lessor and Lessos agents to have reasonable access to the Premises at reasonable times in order t and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during th ee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof requir ts and this Lease shall continue in full force and effect, but subject to essor's rights under Paragraph 6.2(d) and P sor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as re ense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such co en monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by ence of such Hazardous Substance Condition, of Lessos desire to terminate this Lease as of the date 60 days follow he event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount e y Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assuran g such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to ma easonably possible after the required funds are available. If Lessee does not give such notice and provide the require n the time provided, this Lease shall terminate as of the date specified in Lessos notice of termination. 3Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lesse e, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements o derwriter or rating bureau, and the recommendations of Lessos engineers and/or consultants which relate in any mann rd to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall, essor's written request, provide Lessor with copies of all permits and other documents, and other information with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing nvolved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the fail comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any w d any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any must dicate the presence of mold in the Premises. 4Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants shall ha s at any time, in the case of an emergency, and otherwise at reasonable times, after reasonable notice, for the purpo the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid pplicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1e) is found to exist or be imminent, ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such ection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant S) to Lessor within 10 days of the receipt of written request therefor. aintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 1tessee's Obligations. Notwithstanding Lessor's obligation to keep the Premises in good condition and rep for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair ent (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to abuse or er than the Lessor shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or ts within the Premises. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular s ost of which is otherwise Lessee's responsibility hereunder." 2Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Ope essee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursua good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior alarm and/or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit o effect to the extent it is inconsistent with the terms of this Lease. 3Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air lines, vacuum li tribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plu he term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing mat he term " Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade eletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installatio et owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessos pri however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) witho o Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ce , will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this ceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install a rior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize ved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent o Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all appli urnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, tions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utili d in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor w s. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Les ion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon curity Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have b t or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against th in. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or de ole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such ad ered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount e ch contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate pay Lessor's attorneys' tees and costs. Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alt made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elec r any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragra ed Alterations and UtiliTy Installations shall, at the expiration or termination of this Lease, become the property by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days is Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expirati Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installation sent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termina ents, parts and surfaces thereof clean and free of debris, and in good operating order, condition and state of repair, ordi Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good mai ing the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condi e Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installat ade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the ny third party (except Hazardous Substances which were deposited via underground migration from areas outside of t d in Applicable Requirments. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. An

 

 

 

111_6 17_page_06.gif of or retained by Lessor as lessor may desire. The failure by lessee to timely vacate the Premises pursuant to t express written consent of lessor shall constitute a holdover under the provisions of Paragraph 26 below. surance; Indemnity. 1Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums resulting from quirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valua /or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increas e occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nom and/or Project. In no event, however, shall lessee be responsible for any portion of the premium cost attributable excess of $2,000,000 procured under Paragraph 8.2(b). 2Liability Insurance. (a) Carried by Lessee. lessee shall obtain and keep in force a Commercial General liability policy of insuranc as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising o ncy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence b e in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee l insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-M " Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a ho ntain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability n "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said it the liability of lessee nor relieve Lessee of any obligation hereunder. lessee shall provide an endorsement on i es that its insurance shall be primary to and not contributory with any similar insurance carried by lessor, whos excess insurance only. (b) Carried by Lessor. lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition t e required to be maintained by lessee. Lessee shall not be named as an additional insured therein. 3Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in t yable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. T all be equal to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to any lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee O ations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by lessor. If the covera y appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the p unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Require emolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy greed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causin erty insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deducti 00 per occurrence. (b) Rental Value. lessor shall also obtain and keep in force a policy or policies in the name of Lessor with los der, insuring the loss of the full Rent for one year w h an extended period of indemnity for an additional 180 d . Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount o ually to reflect the projected Rent otherwise payable by lessee, for the next 12 month period. (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the eas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Pre (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lesse stallations unless the item in question has become the property of Lessor under the terms of this Lease. 4Lessee'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 prop Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductib ccurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property ed Alterations and Utility Installations. (b) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance ired by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall p endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (c) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance essee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the e to prevention of access to the Premises as a result of such perils. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of co ein are adequate to cover Lessee's property, business operations or obligations under this Lease. Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "G least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be req not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the S ed copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existe insurance. No such policy shall be cancelable or subject to modification except after 10 days prior written notice to Le ays prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor u l 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 the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the sa Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby rele aive their entire right to recover damages against the other, for loss of or damage to its property arising out of or in e insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried o pplicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to su ay have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend , Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, l ns, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in conn ancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the forego otice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate ssor need not have first paid any such claim in order to be defended or indemnified. Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lea er Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, war y of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, wheth ed by or results frnm fire, steam, electric y. gas, water or rain, indoor air quality, the presence of mold or from the r other defects of pipes, fire sprirklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other caus age results from conditions arising upon the Premises or upon other portions of the Building, or from other source sing from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the pro roject, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lesse such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the pose lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of whic certain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does red binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically inc PAGE 6 OF 14

 

 

 

111_6 17_page_07.gif Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breac intain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Less insurance specified in this Lease. mage or Destruction. 1Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises ations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the d s to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises ations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the d nd/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Ow ations and Trade Fixtures, which was caused by an event required to be covered by the insurance described 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 tim dition existing immediately prior thereto, including demolition, debris removal and upgrading required by the op s, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving th n by, a Hazardous Substance, in, on, or under the Premises which requires restoration. Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Less air such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as se shall continue in full force and effect; provided, however, that Lessee shall, at Lessos election, make the repair he total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance pr reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the ins to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to co however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replace s not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance nique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance th eipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance there arty responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall re ch funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days th ion and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Leas ect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds c such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) rep onably possible at Lessos expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease ect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge . Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminat e right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make suc ossible after the required funds are available. If Lessee does not make the required commitment, this Lease shall ter e termination notice. Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Le wing such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of L t to recover Lessos damages from Lessee, except as provided in Paragraph 8.6. Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for whi month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the d e by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. essee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may pre g such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) n before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to termin to the date upon which such option expires. If Lessee duly exercises such option during such period and provides L urance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessos commercially reasonable ex oon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such opti urance during such period, then this Lease shall terminate on the date specified in the termination notice and Less Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Sub is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation o be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the pro lue insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no l ruction, 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 substan air or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commenceme ive written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate t 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not comme s Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the re he actual work on the Premises, whichever first occurs. Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragr all be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor sha much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. al Property Taxes. 1Definitions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estat traordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or li d against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or L y authority having the direct or indirect power to tax and where the funds are generated with reference to the Project so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Proje es" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of even s Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereo n machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Tax aid payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragrap 3Additional Improvements. Operating Expenses shall not include Real Property Taxes specified in the tax ass s being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive . Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses 2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures o PAGE70F14

 

 

 

111_6 17_page_08.gif o the execution of this Lease by the Parties. .4Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building s the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably etermination thereof, in good faith, shall be conclusive. .5Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied u nd Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in th ssee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment an e assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assess see shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement s Lessee's property. tilities and Services. .1Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amou ng and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, aAa FB seRt t ees aRe eallasls far staAaare a•Jarhaaalilrt res. lesser shall alse re"i<ia jaRitarial sarvisas lathe Premises a el<, exsl <iiR!l B ilaiA!J J.laliaays, ar p!!rsl!aAt le the attashea jaAilarial sshe<i le, if aAy. lesser shall Rei, A9'"e"er, ee ises lal<itsheRs er starage areas iRsl se<i "•ithiA the P-remises. .2 Services Exclusive to Lessee. Notwithstanding the provisions of paragraph 11.1, Lessee shall pay for all wate d other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lesse n. If a service is deleted by Paragraph 1.13 and such service is not separately metered to the Premises, Lessee Lessee's Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service. .3 Hours of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.12. Utilities a s shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. .4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets a ry or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that c ities or services, including but not limited to security and trash services, over standard office usage for the Project. imburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Le stall at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's excess usage or lo .5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever erruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or o sonable control or in cooperation with governmental request or directions. ssignment and Subletting. .1Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of Jaw assign, transfer, mortgage or encumber (colle ) or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in th te an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Less ntrol for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merge nsfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's a l result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was repres n of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists imme r transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lea its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established unde rinciples. (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per P Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignme reach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent t effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase th be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adj mainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages an (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i e. 20 square feet or less, to in connection with the installation of a vending machine or payphone shall not constitute a subletting. 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 wr e or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or ( see 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 p f an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent o aiver 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 assignme (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guaran or the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first inst any other person or entity responsible therefore 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 r as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, includin use and/or required modificatioP of the Premises, if any, together with a fee of $2,500 as consideration for Lesso aid request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as ee also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply nt, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublea are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consente (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Op e by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 3Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly in (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any subleas Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur bligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then out ess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, n Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's essee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor st performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the su n any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether ng any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for a uch sublessor.

 

 

 

111_6 17_page_09.gif (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written con (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have essee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement ee for any such Defaults cured by the sublessee. efault; Breach; Remedies. .1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of t r Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following De cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lesse to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation un or threatens life or property, where such failure continues for a period of 3 business days following written no CE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A W 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 o public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a perio tten notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, th nduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirem ii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial stateme n, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii DS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms ure 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 adopt ther than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of ded, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cur e a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignme becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lesse s or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachme re of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seiz ys; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such pro ct, 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 fal (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's beco bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligatio essee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or s the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guara xecution of this Lease. .2Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written no without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limite equired bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amou d expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, er notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reas (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the u at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would hav ntil the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avo ward of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of roves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment pr failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result the the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and altera ttorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to t The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence s uch amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located rcent. Efforts by Lessor to mitig2te damages caused by Lessee's Breach of this Lease shall not waive Lessor's which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful d t to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the eof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice t quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1 ace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of n the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease e vided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in whic ign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a re rests, 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 where expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lesse y provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupan .3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improveme ed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consid this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions", shall be deemed conditi ul performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, a all automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bo theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and p thstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Brea his paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated such acceptance. 4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limite harges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to qual to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late cha ble estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Less aiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other under. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments ng any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly i 5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, w the 31st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but sh

 

 

 

111_6 17_page_10.gif .6Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reason required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be les essor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of writt h obligation of Lesser has not been performed; provided, however, that if the nature of Lessor's obligation is such tha bly required for its performance, tren Lessor shall not be in breach if performance is commenced within such 30 day sued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said br of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elec expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset al to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement e in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. ondemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the t r (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning au whichever first occurs. If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee ny, are taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Less en notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall hav s Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in s Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent the reduction in utiltty of the Premises caused by such Condemnation. Condemnation awards and/or payments sh ther such award shall be made as compensation for diminution in value of the leasehold, the value of the part take ovided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocatio odwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of nd Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the pr shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not termina on, Lessor shall repair any damage to the Premises caused by such Condemnation. rokerage Fees. .1Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Le ree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee a the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession o of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of a Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was e .2Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to hav reunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fa due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addit unts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and s within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Le se of collecting any brokerage fee owed. .3Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warran ealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no ers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree t old the other harmless from and against liability for compensation or charges which may be claimed by any such unn ar party by reason of any dealing" or actions of the indemnifying Party, including any costs, expenses, attorneys' fees hereto. toppel Certificates. (a) Each Party (as "Responding Party'') shall within 10 days after written notice from the other Party (the " nowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estopp the AIRCommercial Real Estate Association, plus such additional information, confirmation and/or statements as the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, th an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be arty, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Part has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppe Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowle provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not c xtent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Les of the then existing Base Rent or $100, whichever Is greater for remainder of the Lease. The Parties agree that su nts fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's fa tificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with resp stoppel 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 notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as uch lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financ y Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. efinition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in r shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Up nd delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the der this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants the Lessor shall be binding only upon the Lessor as hereinabove defined. verability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in other provision hereof. ys. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer itation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Les ectors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfacti espect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or sharehold ts for such satisfaction. e of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with res erein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee e e Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and fin arty to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility wi o any default or breach hereof by either Party. tices. 1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and m and or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with pos smission, or by email, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. T Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall otice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Le

 

 

 

111_6 17_page_11.gif 3.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or ext day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices y facsimile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Satur all be deemed received on the next business day. aivers. (a)No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee y other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any oth reof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Le any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or prov h consent. (b)The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any pted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or condition herewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agr before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD HERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EX INCONSISTENT WITH THIS LEASE. sclosures 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 Lesso set understand what type of agency relationship or representation it has with the agent or agents in the transaction. 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 sor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, int alings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in perform duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the ty that are not known to, or withir. the diligent attention and observation of, the Parties. An agent is not obligated to r tial 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 situati agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from th or a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, ho the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the st and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to revea nformation obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting direcUy or t enses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and he Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Le st care, integrity, honesty and loyalty in the dealings with either Lesser or the Lessee. b. Other duties to the Lessor in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permissi e to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Less han that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their A real estate agent is a person qualified to advise about real estate. If legal or tax advise is desired, consult a compete (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The P her legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Br e Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such hall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitati 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 g y such Party to be confidential. Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expirat n the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immed termination. Holdover Base Rent shall be calculated on a monthly bases. Nothing contained herein shall be cons y holding over by Lessee. mulative Remedies. No remedy or election hereunder shall be deemed exclusive· but shall, wherever possible, be es at law or in equity. venants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed d conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall ease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall no one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. nding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successo by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning e county in which the Premises are located. bordination; Attornment; Non-Disturbance. 1Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lea her hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to a security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any su e together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor und elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving writt reupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the re n or recordation thereof. 2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another u n of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions h new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with s r of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Le i) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of L uch new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring p ) be subject to any offsets or defenses wl)ich Lessee might have against any prior lessor, (c) be bound by prepayme 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 3Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of thi of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturb er which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including a of, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises e execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain om the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is u nce Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt t d delivery of a Non-Disturbance Agreement. 4Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any ever, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Pre execute such further writings as may be reasonably required to separately document any subordination, nce Agreement provided for herein.

 

 

 

111_6 17_page_12.gif hts hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be e es. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proc udgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains e case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of s' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimbur ncurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with suc 0 is a reasonable minimum per occurrence for such services and consultation). ssor's Access; Showing Premises; Repairs. Lessor and Lessos agents shall have the right to enter the Premise mergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to pr nants, and making such alteratio s. repairs, improvements or additions to the Premises as Lessor may deem neces using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long a ct on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. ctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessos pr not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. gns. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during eof. Lessor may not place any sign on the exterior of the Building that covers any of the windows of the Premises. Ex gns which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's pri omply with all Applicable Requirements. rmination; Merger. Unless specifically stated otherwise in writing by Lessor,the voluntary or other surrender of this L nation or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate an Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's such event to elect to• the contrary by written notice to the holder of any such lesser interest, shall constitute Less onstitute the termination of such interest. nsents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by t shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not ngineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be n invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting sh ment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any th pt as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify Lesso s consent shall not preclude the imposition by Lessor at the time of consent of such further or other co with reference to the particular matter for which consent is being given. In the event that either Party disagrees w other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its r e detail within 10 business days following such request. arantor. .1Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the ciation. .2Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financi tificate, or (d) written confirmation that the guaranty is still in effect. iet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, condition t to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Pre tions. If Lessee is granted any Option, as defined below, then the following provisions shall apply. 1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to exten ny lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premi the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other p 2Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 3Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a lat less the prior Options have been validly exercised. 4Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any til said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof i e Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate D 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 ption 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 exerc ercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Re ch Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of th curity Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cos measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility , Lessee, its agents and invitees and their property from the acts of third parties. In the event, however, that Lessor sh ces, then the cost thereof shall be an Operating Expense. servations. (a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights a s necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to create and/or install new utility racew ights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises ange the name, address or title of the Building or Project upon at least 90 days prior written notice; provide an ilding standard graphics on the door of the Premises and such portions of the Common Areas as Lessor sha rant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exter r on signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectu f Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, s impose any liability upon Lessor. (b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building or Pr st 45 days prior written notice of such move, and the new space must contain improvements of comparable qualit mises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation, includ ecessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two not be relocated more than once during the term of this Lease. (c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building or Project or their na business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building. rformance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by on visions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make pay ment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institut it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof over such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the re t" within 6 months shall be deemed to have waived its right to protest such payment. hority; Multiple Parties; Execution

 

 

 

111_6 17_page_13.gif n behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on i 0 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 entit le hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to cillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an orig l constitute one and the same instrument. nflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall r handwritten provisions. er. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be ther Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. endments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modificati ally change Lessee's obligations hereunder, Lessee agrees to make such reasonable nonmonetary modifications to t equired by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. iver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN G INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. bitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arisi ot attached to this Lease. cessibility; Americans with Disabilities Act. (a)The Premises: 0 have not undergone an inspection by a Certified Access Specialist (CASp). D a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction rsuant to California Civil Code §55.51 et seq. D have undergone an inspection by a Certified Access Specialist hat the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Co (b)Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's ssor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislatio of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agree odifications and/or additions at Lessee's expense. D LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAI ECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIE E TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND E PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCI TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSA . THE PARTIES ARE URGED TO: EK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. TAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE P ION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTAN F THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEM MERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE F THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEA TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. ereto have executed this Le at the place a A the dates specified above their respective signatures. 5A.lf}"21: '/ON'£A V$-Executed at: ---._. ,.1-.-"0.,...-1-J-......,...-"7>,. 5..,ftf-J.'i 1 On: By LESSEE: '5/ / Q / Z<iJ f I I ==-====-"===--==:.._ --=--TriplePulse Inc., a Delaware Cor Title:.=C_EO By: inted:--------------------Name Printed:-----------Title:---------------. Box 3160 Address:-------------CA 91508 ( .) .::;5 4cc7_--=2c::0-=2c::O _ _)------------------- Telephone:( ) Facsimile:( s@CDMNGT.com Email:---------------vestments@S BCGlobal.net Emai: ----------------No.--------------------FederaiiD No.-------------

 

 

 

111_6 17_page_14.gif BROKER: LESSEE'S BROKER: mercial Brokerage, Inc. BRC Advisors el Padilla 50 6th Street, Suite 303 onica, CA 90401 Attn: Shane Murphy Address: 9744 Wilshire Boulevard, S Beverly Hills, CA 90212 !_Q_) -=.3-=.9-=.5_-.::;2..:::6..:::6.::.3 Telephone:(.§2§.) .=2.=3.=3_--=.0-=.0_:_7.::.1 _Q_) =3..::.9-=.5c_-_.::2:..::6:..::B:..::3:: Facsimile:(310) =B..::_Oc.:7_--=9:..::3:..::8:_7:: el@parcommercial. comEmail: shane@brcadvisors. com t BRE License #: ---------------Broker/Agent BRE License #: --------hese forms are often modified to meet changing requirements of law and industry needs. Always write or call ilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale Telephone No.(213) 687-8777. Fax No.: (213) 687-8616. ©Copyright 1999-By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing.

 

 

 

111_6 17_page_15.gif  ADDENDUM ay 14, 2015 Between {lessor) SMCA Main street Plaza, LLC (lessee)TriplePulse Inc., a Delaware Corporation s of Premises: 3103 Neilson Way, suite D Santa Monica, CA 90405 52 - 53 nt of any conflict between the provisions of this Addendum and the printed provisions of the Lease, thi SSQK'fr_w_QKJ<:. hall deliver the Premises in broom clean condition with all plumbing, electrical and HV . CUKL1YJ2El"QSLT Lessee is not in default of the lease, Lessor will credit, from the Security Deposi to the following months of the lease: 68.50 in month 13 0.56 in month 25 6.28 in month 27 edits are achieved, then the remaining Security Deposit will be $27,436.59

 

 

 

111_6 17_page_16.gif  RENT ADJUSTMENT(S) STANDARD LEASE ADDENDUM Dated M a y l 4L, 2 01 5 ------------By and Between (Lessor) SMCA Main street Plaza, LLC (Lessee)TriplePulse Inc., a Delaware Corporat Address of Premises: 3103 Neilson Way Suite D Santa Monica, CA 90405 50 NT ADJUSTMENTS: e monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s) indic od(s) to be Used and Fill in Appropriately) st ef bi"ing ll.<ljustment(s) (COLO.) nt sRall ee adjusted ey tfle sflange, if any, ffem tfle Base ManiA spesified eelew, in !fie Censumer Prise Index ef he IJ.a. gepartment ef baser fer (selest ene):a CPI'N (IJreaA Wage tsamers ana Clerisal "'erl<ers) era CPI IJ (All :laA Area): 100), flereiA referred Ia as "CPI". Tfle mentflly Base Rent payaele in asserdanse witfl paragrapfl • ..l.a ef this l\adendum shall ee salsulatea as fellew raph 1.5 ef the attasfled lease, shall be multiplied by a fraGiieA the numerater ef whish sflall be lfle CPI ef IRe salen enlh(s) spesified in paragrape AI.a. abe"e during whish the a8justment is te tal<e effest, and the deneminater ef wAisR maRIA "'A ish is 2 menths prier le (selest ene): the a first menth ef the term ef this bease aS set feriA iR paragraph 1 Aer "Base Mentfl"): . Tfle su B RBI" menthly Base Rent flereunder, eut in AS 8"8111, sflall any SUSA new mentflly Base Rent ee less than tfle Base diately preseding tfle Base Rent a In !fie e•1ent tfle sempilatien and/er pul31isatien ef tfle CPI sflall be transferred Ia any etfler ge\•emmental depa all Be disseR!inuea, then IRe iA<I"" FRest Rearly the SarRa as the CPI sl<aiiBe use<! Ia FRake susl< salsulatiaA. lA Ike E en susfl alternati"e index, tflen tfle FRailer shall Be SUBFRitte<l fer desisien te tfle •merisan /\Fili!Fatien l'ssesiatian in said /\ssesiatien and tfle deeisien ef tfle arllitraters sflaiiBe llinding upen IRe parties. TAe sest ef said Nllitratien sfla rket Rental 'lalue Adjustment(s) (MR'/) On (l"ill in MRV /\8justFReRIgate(s): t sflall e a8justed te tfle "Marl<et Rental '<alue" ef tfle preperty as fsllews: 1) l"euF meRtfls prier te easfl Marl<elRental "alue ,•8justment Qate dessriBeEI aBe"e, tfle Parties sflall atteFRpt te a l e en tfle a8justFReRIdate.If agreement sannet 13e reasfled "'ilflin tflirty days, tflen: (a) lesser aREI lessee sRall immeaialely appainla mutually asseptaele appraiser ar erel<er le estaelisfl I lays. •.ny assesiated sests "'ill e split e ually Bel"'een tfle Parties, er (B) Betfl lesser and lessee sflall easfl imFRediately make a reasenaele eelerFRinatien ef IRe MR , in writing, te arl3itratieR in assardanse "qiR tfle fellewing pre"isiens: (i) IMilfliR 1§ days lflereafter, lesser and bessee SRall easfl sales! an a apjlraiseF era rel f !Flair sflaise ta as!as an arl3itrater. Tfle "B ar itraters sa apjleinted sflall immediately sales! a tfliFd mutually asseJ)Ia itrater (ii) TAe a aFI3ilraleFS sF!all uqtfliR ao days ef tfle appeintment ef the tflir<l arlli!Fater Feasfl a des sr !fie PreFRises is, and \'.<Aetfler lesses eF lessee's SUBmitted MRV is tl1e slasest tflerele. Tfle desisien ef a majeFi ng en tfle Parties. Tfle suBFRitted MR" wflisfl is deteFFRined Ia Be tfle slesest te tfle astual MR\1 sflall tfleFeafter lle used

 

 

 

111_6 17_page_17.gif sllall reasll a aeeisieR eR llis er ller e'IIA, aRe saie aesisieR sllall ee aiA<liRg eA tile Parties. (i") Tile eRiire sest ef s sll ar8itratieR sllall ee pais ey tile party wllese s emittea '41'1'' is Ret s tile slesest te tRe ast al MR'I. 2) '!VIleR eetermiRiR!J MR", IRe lesser, lessee aRe CeRs llaRts sl<all sensieer IRe terms ef sempara91e marl<et tra e limited te, reRI, reRtal allj s!meR!s, aaatee reRt, lease term aRe fiRaRsial seRai!ieR ef teRaRis.-3) NetwitRstaneing IRe feregehg, IRe Rew li!ase ReRIsRall Ret ee less IRaR tile reAlpayeale fer tile meRIIl immeei nl. blpeR tile estaalisllmen!ef eaell le"' Marl<et Rental Val e: 1) tile ne"' MR\ 1"'ill sesame tile ne·v "li!ase Rent" fer tile rpese ef eals lating any fur!Rer A llj slmeRIS, ana - 2) tile fiFSImeRtll ef eaell MaFkel ReRial "ale term sRallsesame tile Re'l' 'li!ase MeRIIl' fer tile p rpese ef sa xed Rental Adjustment(s) (FRA) On (Fill in FRA Adjustment Date(s)): The New Base Rent shall be: June 1, 2016 $4,068.50 June 1, 2017 $4,190.56 June 1, 2018 $4,316.28 June 1, 2019 $4,445.77 lial Term •djuslmenls. usee te sals lale aej slmeRIS te IRe li!ase Rate El riRg tile erlgiRal Term efllle bease sllallseRiiRe Ia Be sea e riR§ TICE: less specified otherwise herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be m of the Lease. OKER'S FEE: e Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 aragraph 9 of the Sublease. hese forms are often modifiedo meet changing requirements of law and industry needs. Always write or call ilizing the most current form: AIR Commercial Real Estate Association, SOD N Brand Blvd, Suite 900, Glendale Telephone No. (213) 687·8777. Fax No.:(213) 687·8616.

 

 

 

111_6 17_page_18.gif  OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated M aLy_l 4 , 2 0 15 -------By and Between {lessor) SMCA Main Street Plaza, LLC By and Between (lessee) TriplePulse Inc.' a Delaware Cor Address of Premises: 3103 Neilson way, suite D Santa Monica, CA 90405 1-.._ (S) TO EXTEND: y grants to Lessee the option to extend the term of this Lease for one ( 1)additional six (s) commencing when the prior term expires upon each and all of the following terms and conditions: In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must but not more than9 months prior to the date that the option period would commence, time being of the the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are ised consecutively. The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Leas Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and cond specifically modified by this option shall apply. This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said origi nal Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated be d(s) to be Used and Fill in Appropriately) ls all ae aelj sted ay lAB s aA e. if aAy, fFSm te !lase !!eAts esified eels"', iA te CeAs mer PFise IAdex ef IRe !l e IJ.S. l:le artmeRIef baser fer {selest eRe): &CPI 1M {IJrl>aA IMa§e eamers BAG Clerisal WeFI<ers) era CPI IJ ·II IJ aR A Fea): . 2 1984 - 1QQ), eFeiA referFSd teas "CPI". meAt ly Base ReAlayaale iA assemaAse wit aFS§FS.'\.I.a. ef t is /\ddeAdm s all be sals lated as fellm•m: te !lase .9 ef te atlasad lease, s all ae m lti lied ay a fFSstieR te R meFa!BF ef w isl1 . all ae te CPI ef te saleAdaF meAt2 esified iR a•a§FSA I.a. aae"e d FiA§ whish te adj stmeRt is te tal<e effest, aRd the deRemiAate• ef w iss all as R "oRisR is 2 meRIs Fier Ia {sales! eRe): B te first meAlef te leFm ef this lease as set fertiR aFS§FSJ31.3 {"!lase Base MeAl "): - als lated shall seRstit te te Aew meRihly Base ReAlheFS Rder, bt iR Re e"eAI, shall aRy s sh Raw meRihly !lase ReAl aele feF te meAlimmediately FesediRthe reAlaelj stmeAI. e eveRt the sem ilatieR aRdler alisatieA ef the CPI s all as IFSAsferred te aRy etheF §S"emmeRial de artmeRIer a AtiR ed, theA te iR<lex mast AeaFiy the same as the CPI shall ee sed te mal<e s sh sals latieR. lA the eveRt t a h alteFRalive iAdex, theA !he !Flatter s all ee s b!Flilted fer desisieA te the l'o!FleFisaR AFaitFalieA AssesiatieR iR asser ssesiatieR aRd the desisieR ef the aF9itFSieFS shall ee biRdiR§ eR tl>e arties. The sest ef said AFeitFStieA shall lle ket Rental Value Adjustment(s) (MRV) (Fill in MRV Adjustment Date(s))"J-"u:on;;,;eo_l=..,-=2:..:0:.::2:.:0"-----------------shall be adjusted to the "Market Rental Value" of the property as follows: Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree n the adjustment date. If agreement cannot be reached, within thirty days, then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MR ociated costs will be split equally between the Parties, or (b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit suc

 

 

 

111_6 17_page_19.gif (i) Within 15 days thereafter, Lessor and Lessee shall each select anD appraiser or 0 broker ("Consultant" t as an arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consul (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to wha s is, and whether Lessos or Lessee's submitted MRV is the closest thereto. The decision of a majority of the arbitr s. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Partie (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appo decision on his or her own, and said decision shall be binding on the Parties. (iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the e actual MRV. 2) When detenmining MRV, the Lessor, Lessee and Consultants shall consider the tenms of comparable market tra no limited to, rent, rental adjustments, abated rent, lease term and financial condition of tenants. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for the month imme ent. on the establishment of each New Market Rental Value: the new MRV will become the new "Base Rent" for the purpose of calculating any further Adjustments, and the first month of each Market Rental Value term shall become the new "Base Month" for the purpose of ca . lell Rental 1\djustment(s) (liRA) eAls all ee iAsreasete te falle"'iAg ameuAIS 9A te dates set fer!eelew:-OR (!"ill iA lOR• •ejustmeAt Oate(s)):Te lew Base ReAls all be: tial Term Adjustments. sed to salsulate aEijustmeRts to te Base Rate 8uriR§ te ori§iRal Tei'IR of te bease s all soRtiAue te be usee duriR§ te : less specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be m of the Lease. R'S FEE: e Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 aragraph 9 of the Sublease. hese forms are often modified to meet changing requirements of law and industry needs. Always write or call ilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.