Attachment 1- SBCS Lease Agreement.pdf — Chula Vista City Council, April 1, 2025

IR COMMERCIAL REAL ESTATE ASSOCIATION

STANDARD INDUSTRIALICOMMERCIAL SINGLE- TENANT LEASE -- GROSS

DO NOT USE THIS FORM FOR MULTI- TENANT BUILRINGS)

1. Basic Provisions (" Basic Provisions").

1. 1 Parties: This Lease (" Lease"), dated for reference purposes only . Tune 5, 20l ~ is made by and between ~' ity of Chula Vista, a
municipal chartered corporati~ an ~~ f the State of
La 1 i f u r n i a ("
Lessor")
and South Say Gonmtunity services
Lessee"),
collectively tfie " Parties," or individually a " Party"). t2 Premises: That certain real property.. including all improvements therein or to be provided by Lessor under the terms of this Leese, and commonly known as 9301 F Stzeat, Chula Vista
heated In the County of: 3an Diegr~ , State of Califrarnia and generally described as ( describe briefly the nature of the properly and, if applicable,. the " Project", if the property is located within a Project) approximate 5, 400 SF neY_ usea>, le
1, 3 Te[ m: t ive ( 5) years and it
Commencement Date") and ending June 30, 2017
Premises"). ( See a{ so Paragraph 2)
months (" Original Term") commencing July 1 , 2l 12
Expiration Date").

See also Paragraph fi)

1. 8 Insuring Party: Lessor is the " Insuring Party". The annual " Base Premium" is St ~ be F~ rovided ( See also Paragraph 8)

1. 9 Real Estate Brokers; ( See also Paragraph 15 and 25) a) Representation: The following real estate brokers ( the " Brokers") and brokerage relationships exist in this transaction ( check applicable boxes)'
QVoit Real Estate Services rapresentsLessorexdusively(" Lessor'sBrokeC'); Lessee represents itself represents Lessee exclusively (" Lessee' s Broker"); or represents both Lessor and Lessee (" Dual Agency"j.
b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for the brokerage services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement is attached, the sum of 19 , 5 S 0 . i10 or ° h of the total Base Rent payable for the Original Term, the sum of or 3 i of the total Base Rent payable during any period oT time that the Lessee occupies the Premises subsequent to the Original Term, andfor the sum of or 4 °! o of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises.

1. 10 Guarantor. The obligatfans of the Lessee under this Lease are to be guaranteed by N/ A Guarantor"). ( See also Paragraph 37)

1. 11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:
an Addendum consisting of Paragraphs ~ 1 through ? 9 ,
a plot plan depicting the Premises, Fshibit A
a current se[ of the Rotes and Regulations;
a Work Letter;
D other ( specify). Notice to c~ kners, Huyers and tenants Segardinq Envirrlnmental Matters, Americans with Disabilities Aet, Fl:~ c~d Disclosure, ZaninafUse C} isclosure and PAGE 1 OF t3
Security Deposit: $ 4 , 9 00. 00 (" Security Deposit"). ( See also Paragraph 5) Association Fees: SN / A for the period
Other: 3N / A for

INITIALS
COMMERC{ AL REAL ESTATE ASSOCIATION FORM STG- 14-3t10E
Premises.

2. 1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should [ he actual size be determined [ o be different Note: lessee is advised to verify the actual size prior to executing this Lease. 22 Condition. Lessor shat) deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (" Start Dete"}, and, so long as the required service contracts described in Paragraph 7- 1(h) below are obtained by Lessee and in effect within thirty days following the Start Date, warcsnts that the existing electrical, plumbing., fire sprinkler, lighting, heating, ventilating and air conditioning systems (" HVAC"), loading doors. sump pumps, if any., and all other such elements in the Premises, other then those constructed by Lessee, shall he in good operating condition on said date and that the surface and structural elements of the roof, bearing walls and foundation of any buildings on the Premises ( the " Building"} shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal few. If anon- compliance with said warcanty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor' s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificky the nature and extent of such non- compliance, malfunction or failure, rectify same at Lessor' s expense. The warranty periods shall be as follows; ( iJ 24 § months as to the HVAC systems; and ( ii} 1t3Q S9 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such norncompliance, malfunction or failure shall be the obligation of Lessee at Lessee' s sole cost and expense, except for the roof; foundations, and bearing walls which are handled as provided in paragraph 7.

2. 3 Compliance. Lessor warrants that to the hest of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (" Applicable Requirements") that were in effect a[ the Time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee' s use ( see Paragraph 50), or to any Alterations or Utility Inssallations ( as defined in Paragraph 7. 3(a) j made or to be made by Lessee. NOTE: Lessee Is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee' s intendetl use, and acknowledges that past uses of the Premises may
no longer be allowed, If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided: promptly after receipt of written notice from Lessee setting forth with speGfidty the nature and extent of such non- compliance, rectify the same at Lessor' s expense. If Lessee does not give Lessor written notice of anon- compliance with this warranty within 6 months following the Start Date, correction of that non- compliance shall be the obligation of Lessee at Lessee' s sole cost and expense. If the Applicable Requirements are hereafter changed so as to
require during the term of this Lease the construction of an addition to or an alteration of the Premises andtor Building, the remadiation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/ or Building (" Capital Expenditure"}, Lessor and Lessee shall alVocate the cost of such work as follows; a) Subject to Paragraph 23( c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof.. provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee., in writing, within 10 days after receipt of Lessee' s termination notice that Lessor has elected to pay the difference between the actual cost [ hereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a ferminaHon date at keast 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
b) if such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee ( such as, governmentally mandated seismic modifications}. then Lessor shall pay for such Capital Expenditure and Lessee shell only he obligated io pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Renf is due., an amount equal to tl144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay ifs share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor' s termination notice that Lessee will pay for such Capital Expenditure, If Lessor does not elect to terminate, and fails to tender its share of any such Gapital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor' s share of such costs have been toiky paid. If Lessee is unable to finance Lessor' s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shah have the right to terminate this Lease upon 30 days written notice to Lessor.
c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non- voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use.. change in intensity of use, or modification to the Premises then, and in that event. Lessee shall either: ( i) immediately cease such changed use or intensity of use andtor take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or ( ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease..

2. 4 Acknowledgements. Lessee acknowledges that: ( a) it has been given an opportunity to inspect and measure the Premises, ( b) it has been advised by Lessor and/ or Brokers to satisfy itself with respect to the siae and condition of the Premises ( including but not limited to the electrical. HVAC and fire sprinkler systems, security; environmental aspects. and compliance wjth Applicable Requirements and the Americans with isahilities Act), and their suitability for Lessee' s intended use. ( c) Lessee has made such Investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, ( d) it is not relying on any representatjon as to the size of the Premises made by Brokers or Lessor, ( e} the square footage of the Premises was not malaria{ to Lessee' s decision to lease the Premises and pay the Rent stated herein, and ( f) neither Lessor, Lessor' s agents; nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition.. Lessor acknowledges that { i} Brokers have made no representations. promises or warmnties conceming Lessee' s ability to honor the Lease or suitability to occupy the Premises, and ( ii) ii is Lessor' s sole responsibility to investigate the financial capability andtor suitability of all proposed tenants.

2. 5 Lessee as Prior Owner/ Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or
occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work

3. Term.

3. 1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph t3.

3. 2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the premises being available for such possession prior to the Gommencemenf Dafe, Any grant of Early Possession only conveys anon- exclusive right to occupy the Premises. If Lessee totally ar partially occupies the Premises prior to the Commencement Date, the obligation fo pay Bese Rent shall be abated for the period of such Early Possessiaa. All other terms of this Lease ( including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Dafe.

3. 3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date, Lessee shall not, however,. be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shell run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof; but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 80 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed be Parties, Lessee may, at its option; by notice in writing within 10 days after the end of such 80 day period; cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such wrifen notice is not received by Lessor within said 10 day period, Lessee' s right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

3. 4 Lessee Comphance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its pbligation to provide evidence of insurance ( Paragraph 6. 5). Pending delivery of such evidence; Lessee shall he required to perform all of its obligations under this Lease from and after the Stan Date, including the payment of Rent, notwi[ hstandin8 Lessor' s election to Withhold possession pe acct of such evidence of Insurance. Further. If Lessee is required to perform any other conditions prior to or concurrent with the Stan pate, PAGE 2 OF 13 _

INITIALS INITIALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM ST6- 14-3110E Rent.

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

4. 2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States.. without offset or deduction ( except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shell be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shalt be prorated based upon the actual number of days of said month. Payment of Rent shaEi be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor' s rights to the balance of such Rent, regardless of Lessor' s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of S25 in addition to any Late Charge and Lessor, at its option, may require all future payments to be made by Lessee to be by cashier' s check. Payments will lie applied tirst to accrued late charges and attorney' s fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs.

4. 3 Association Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner' s association or condominium fees levied or assessed against the Premises. Said monies shall lie paid at the same time and in the same manner as the Base Rent

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee' s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under ihislease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit. Lessee shall within 10 days after wrrtten request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Leese. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Reni. Should [ he Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee_ Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor' s reasonable judgment., to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs duffing this Lease and following such change the financial condition of Lessee is, in Lessor' s reasonable judgment significantly reduced, Lessee shall deposit such additional monies with Lessor es shall be sufficient to cause 4he Security Deposit to be at a commereialEy reasonable level based on sunh change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within g0 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of 4he Security Beposit shall be considered to be held in trust., to bear Interest or to be prepayment for any monies Ea be paid by Lessee under this Lease.

6. Use.

6. 1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which, in the opinion of City, is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other then guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/ or is riot significantly more burdensome to the Premises. if Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include en explanation of Lessor' s objections to the change in the Agreed Use.

6. 2 Hazardous Substances.
a) Reportable Uses Require Consent. The term " Hazardous Substance" as used in this Lease shall mean any product. substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: ( i) potentially injurious to the public health, safety or welfare, the environment or the Premises, ( ii) regulated or monitored by any govemmental authority, or ( iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but no[ be limited to, hydrocarbons, petroleum, gasoline, and/ or crude oil or any products, by- products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without 4he express prior written consent o4 Lessor and timely compliance ( at Lessee' s expense) with a!i Applicable Requirements. " Reportable Use" shall mean ( i) the installation or use of any above or below ground storage tank, ( ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to lie filed with. any governmental authority, endlor ( iii) the presence at the Premises of a Hazardous Substance with respect to which any Applkcable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.

Notwithstanding the foregoing: Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use,, ordinary office supplies ( copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor, in addition. Lessor may condition its consent to any Reportabke Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises endlor the environment against damage, contamination, injury endlor Viability, innluding, but not limited to, the installation ( and removal on or before Lease expiration or termination) of protective modifications ( such as concrete encasements} and/ or increasing the Security Deposit. b) Duty to Inform Lessor. tf Lessee knows: or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shalt immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
c) Lessee Remediation. Lessee shall nol cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises ( including through the plumbing or sanitary sewer system) and shall promptly, at Lessee' s expense, comply with all Applicable Requirements and take atl investigatory and/ or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance; security endlor monitoring of the Premises or neighboring properties.. that was caused ar materiaklY contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
d) Lessee Indemnification. Lessee shall indemnify.. defend and hold Lessor. its agents, employees, lenders and ground lessor, it any, harmless from and agains4 any end aU loss of rents andfor damages, liabilities, judgments, claims.. expenses, penalties, and attorneys' and consultants' fees arising out of ar involving any Hazardous Substance brought onto the Premises by or for lessee, or any third party ( provided, however, that Lessee shall have no liability under Fhis Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties riot caused or contributed to by Lessee).. Lessee' s obligations shah include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation.. removal., remediation, restoration endlor abatement, and shall survive the expiration ar termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee' s occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees, Lessor' s obligations, as and when requited by the Applicable Requirements, shall include, but not ba limited to, the cost of investigation, removal, remediation, restoration andfor abatement. and shall survive the expiration or termination of this Lease, f) Investigations and Remediations. Lessor shalt retain the responsibility and pay For any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee' s occupancy, unless such remediation measure is required as a result of Lessee' s use ( including " Alterations", as defined in paragraph 7. 3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shell cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor' s agents to have reasonable access to the Premises at reasonable times in order to carry out lessor' s investigative and remedial responsibilities.
g) Lessor Termination Option. If a Hazardous Substance Condition ( see Paragraph 9. 1(e)) occurs during the term of this Lease, unl Lease legally responsible therefor ( in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requ d~ and this Lease shall continue in full force and effect, but subject to Lessor' s rights under Paragraph 6. 2(d) and Paragraph 13), Lessor PAGE 3 OF 13 ~'

INITIALS INITIALS
2601 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG- 14-3l10E ay.. at Lessor' s option, either ( i) investigate and remediate such Hazardous Substance Condition, if required.. as soon as reasonably possible at Lessor' s expense, in which event this Lease shall continue in full force and effect, or ( ii) ii the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or 8100, 000.. whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor' s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may., within 1Q days thereafter, give written notice to Lessor of Lessee' s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $ 100, OOQ whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shell proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor' s notice of terminatinn.

6. 3 Lessee' s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee' s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the regwrements of any applicable fire insurance underwriter or rating bureau, and the recommendations of lessor' s engineers and/ or consultants which relate in any manner to fha such Requirements, without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor' s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee' s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing ( with copies of any documents involved) of arty threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements, Likewise, Lessee shall immediately give written notice to Lessor of: ( i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or ( ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

6. 4 Inspection; Compliance. Lessor and Lessor' s " Lentler" ( as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice; for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall he paid by Lessor, unless a violation of Appkcable Requirements, or a Hazardous Substance Condition ( see paragraph 9. 1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shaft upon request reimburse Lessor for the cost of such inspection, so long as such inspection Is reasonably related to the violation or contamination. In addition., Lessee shall provide copies of all relevant material safety data sheets ( MSDS) to Lessor within 10 days of the receipt of a written request therefor.

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

7. 1 Lessee' s Obligations.
a) In General. Subject to the provisions of Paragraph 2. 2 ( Condition), 2. 3 ( Compliance).. 6. 3 ( Lessee's Compliance with Applicable Requirements), 7. 2 ( Lessor's Obligations), 9 ( Damage or Destruction); and 14 ( Condemnation), Lessee shall, a[ Lessee' s sole expense, keep the Premises, Utility Installations ( intended for Lessee' s exclusive use, no matter where located), and Alterations in good order, condition and repair whether or not the portion of the Premises requiring repairs; or the means of repairing the same, are reasonably or readily accessible to Lessee, and
whether or not the need for such repairs occurs as a result of Lessee' s use, any prior use, the elements or the age of such portion of the Premises). incuding, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls ( interior and exterior), ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located In. on, or adjacent to the Premises. Lessee is also responsible for keeping the roof and roof drainage clean and free of debris. Lessor shall keep the surface and structural elements of the roof, foundations, and bearing walls in good repair see paragraph 7. 2). Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good mainsenance practices; specifically including the procurement and maintenance of the service contracts required by Paragraph 7, 1(b) below. Lessee' s obligations shaft include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition
and state of repair. Lessee shalt, during the term of this Lease, keep the eMerior appearance of the Building in a first- class condition ( including, e. g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including.. when necessary, the eMerior repainting of the Building.
b) Service Contracts. Lessee shall, at Lessee' s sole expense, procure and maintain contracts, with copies to Lessor. in customary Torm and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements. if any,. if and when installed on the Premises: ( i) HVAC equipment, ( ii) boiler, and pressure vessels, ( iii) fire extinguishing systems, including fire alarm and/ or smoke detection, ( iv) tandscaping and irrigation systems, and ( v) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service cnntracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof, c) Fafluce to Perform. if Lessee falls to perform lessee' s obligations under this Paragraph 7. 1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee ( except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee' s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.
d) Replacement. Subject to Lessee' s indemnification of Lessor as set forth In Paragraph 6. 7 below, and without relieving Lessee of liability resulting from Lessee' s failure to exercise and perform good mainsenance practices, if an item described in Paragraph 7. 1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this lease, on the date on which Base Rant is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is aria, and the denominator of which is 144 ( ie. 11144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation et any time.

7. 2 Lessor' s Obligations. Subject to the provisions of Paragraphs 2. 2 ( Condition), 2. 3 ( Compliance), 9 { Damage or Destruction] and 14 ( Condemnation), it is intended by the Parties hereto that Lessor have no obligation,. in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee., except for the surface and structural elements of the roof; foundations and bearing walls, the repair oT which shall be the responsibility of Lessor upon receipt of written notice that such a repair is necessary. Ii is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this lease.

7. 3 Utility Installations; Trade Fixtures; Alterations. a) Definitions. The term " Utility Installations" refers to all floor and vnndow coverings, air and/ or vacuum lines, power panels, electrical dlstrihuUon, security and fire protection systems, communicatlan cabling.. lighting fixtures. HVAC equipment, plumbing, and fencing in or on the Premises. The term " Trade Fixtures" shall mean Lessee' s machinery and equipment that can be removed without doing material damage to the Premises. The term " Alterations" shall mean any modification of the improvements, other than Utility knstalletions or Trade Fixtures, whether by addition or deletion. " Lessee Owned Alterations andfor Utility lnstallatlons" are defined as Alteratinns andtor Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph Z4( a)- b) Consent. Lessee shall not make any Alterations or Utikity Installations to the Premises without Lessor' s prior written consent.

Lessee may, however, make non- structural Alterations or Utility testa€ lations to the interior of fha Premises ( excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing. relocating or removing the roof or any existing walls, will no[ affect the electrical, plumbing, HVAC, andtor life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month' s Base Rent in the aggregate or a sum equal to one month' s Base Rent in any one year. Notwithstanding the foregoing.. Lessee shalt not make or permit any roof penetrakions andtor install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to greeting such approval. require Lessee to utilize a contractor chosen andfor approved by Lessor. Any Alterations ar Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee' s: ( i) acquiring all applicable governmental permits, ( ii) furnishing Lessor with copies of both the permits end the plans and specifications prior to commencement of the work, and ( its) compliance with all conditions of said permits and other Applicable Requirements in a
prompt and expedltlous manner. Any Alterations or UtilOp Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as- built plans and specifications. Far work which costs an amount in excess of aria month' s Base Rent Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal fo 15096 of the estmated cost of such Alteration or Utility Installation and/ or upon Lessee' s posting an additional Security Deposit with Lessor. c) Liens; Bonds. Lessee shall pay, when due; all claims for labor or materials furnished or alleged to have been fumished to or for Lessee at or for use on the Premises.. which claims are or may be secured by any mechanic' s or materialmen' s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to fha commencement of any work in; on or about the Premises, and Lessor shall have the right to past notices of non- responsibility. Ii Lessee shall contest the validity of any such lien. claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may b de thereon before the enforcement thereof. Ii Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the mo ~ ch contested Ren, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action..

PAGE 4 OF 13

INITIALS IN IALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG- 14-3110E essee shall pay Lessor' s attorneys' fees and costs.

7. 4 Ownership; Removal; Surrender; artd Restoration.
a) Ownership. Subject to Lessor' s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time: elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7. 4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease.. become the property of Lessor and be surrendered by Lessee with the Premises.
b) Removal. By delivery to Lessee of written notice trom Lessor not earlier than BD and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.
e) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. " Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is Tor 12 months or less; then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removak of Trade Fixtures, Lessee owned Alterations andlor Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by
or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party ( except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed tc have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timeEy vacate the Premises pursuant to this Paragraph 7. 4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8. tnsurance; Indemnity.

8. 1 Payment of Premium Increases.
a) Lessee shall pay to Lessor any insurance cost increase (" Insurance Cost Increase") occurcing during the term of this Lease. insurance Cost Increase is defined as any increase in the actual cost of the insurance required under Paragreph 8. 2(b), 6. 3(a) and 8. 3(b) (" Required Insurance"): over and above the Base Premium as hereinafter defined calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulting from the nature of Lessee' s occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuation of the Premises andlor a premium rate increase. The parties are encouraged to fill in the Base Premium in paragraph 1. 6 with a reasonable premium for the Required Insurance based on the Agreed Use of the Premises. iT the parties fail to insert a dollar amount in Paragraph 1. 8, then the Base Premium shaft be the lowest annual premium reasonably obtainable for the Required Insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however.. shall Lessee 6e responsible for any portion of the increase in the premium cost attributable to liability insurance carried by Lessor under Paragraph 6. 2(b) in excess of 52, 000,000 per occurrence. b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days after receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amount due. If the insurance policies maintained hereunder cover other property besides the Premises, Lessor shall else deliver to Lessee a statement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reasonable detail the manner in which such amount was computed. Premiums for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of this Lease. @.2 Liability Insurance.
a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury., personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance oT the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $ 1, OD0,000 per occurrence with an annual aggregate of not less than $ 2, 000,000. Lessee shall add Lessor as an additional insured 6y means of an endorsement at least as broad as the Insurance Service Organization's " Additional Insured- Managers or Lessors of Premises" Endorsement. The policy shall not contain any intro- insured exclusions as between insured persons or organizations, 6ui shall include coverage for liability assumed under this Lease as an " Insured contract" for the performance of Lessee' s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy( ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. b) Garried by Lessor, Lessor shall maintain liability insurance as described in Paragraph 8. 2(aj, in addition to, and not in lieu ot, the insurance required to be maintained by Lessee, Lessee shall not be named as an additiona4 insured [ herein. ~ C55Or 5ha~~ have the right to Self insure forthe5e coverages.

8. 3 Property insurance - Building, Improvements and Rental Value. a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or pdides in the name of Lesser, with loss payable to Lessor, any ground- lessor, and to any Lender insuring loss nr damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event mare than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade FiMures, and Lessee' s personal property shall be insured by Lessee not by Lessor. if the coverage } s available and commercally appropriate, such policy or policies shall insure against all risks of direct physical loss or damage ( except the perils of flood andlor earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition; reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation. and inflation guard protection causing an increase in the annual property insurance coverage amount 6y a factor of not lass than the adjusted U. S. Department of Labor Consumer Price Index for AI! Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $ 5, 000 per occurrence, and Lessee shall 6e liable for such deductible amount in the event of an Insured Loss. b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the Inss of the full Rent for one year with an extended period of indemnity for an additional 180 days (" Rental Value jnsurance" j. Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annuaify to reflect the projected Rent otherwise payable by Lessee, for the next t2 month period. Lessee shall be liable for any deductible amount in the event of such loss.
c) Adjacent Premises. If the Premises are part of a larger building,. or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings iT said increase is caused by Lessee' s acts: omissions., use or occupancy of the Premises.

8. 4 Lessee' s Property; Business Interruption Insurance; Worker' s Compensation Insurance. a) Property Damage. Lessee shalt obtain and maintain insurance coverage on all of Lessee' s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed 1, DDD per occurrence. The proceeds from any such insurance shall be used by Lessee foe the replacement of personal property; Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor wdh written evidence that such insurance is in force. b) Business interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect lass of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such penls- c) Worker' s Compensation insurance- Lessee shall obtain and maintain Worker' s Compensation Insurance in such amount as may be required by App6cabte Requirements.
d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee' s property, business operations nr obligations under this Lease.

8. 5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a " General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of " Best' s Insurance Guide", or such other rating as may be required by a Lender.

Lessee shall not do or permit to he done anything which invalidates the required insurance policies. Lessee shall, prior tc the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of th uir ranee. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor.

PAGE 5 OF 13 ~(,~_ ~,

INITIALS INITIALS /
m2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STO- 14-3ItgE t least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or " insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be requred to, procure and maintain the same.

8. 6 Waiver of Subrogation, Without affecting any other rights or remedial, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not Eimited by the amount of insurance carried or required, or by any deductibles applicable hereto, The Parties agree to have their respective property damage insurance carriers waive any right to subrogation Fhat such companies may have against Lessor or Lessee, as the case may tae, so long as the insurance is not invalidated thereby.

8. 7 Indemnity. Except for Lessor' s gross negligence or willful misconduct, lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor' s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents andlor damages te, per~ on~
crr•
prrperl:y. liens, judgments, penalties, attorneys' and consultants' Tees, expenses andlor liabilities arising out of, involving, or in connection with, the use andlor occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee' s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim In order to be defended or indemnified.

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

8. 9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lesser to asks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance andlor does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee; by en amount equal to 10% of the then existing Base Rent or $ 100, whichever is greater. The parties agree that such increase m Bese Rent represents fair and reasonable compensation for the additional risk/ costs that Lessor will incur by reason of Lessee' s failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waver of Lessee' s Default or Breach with respect to the tallure to malntaln such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.
9 Damage or Destruction.

9. 1 Definitions.
a} " Premises Partial Damage" shall mean damage or deshuction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably tae repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, andlor other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7. 1. b} " Premises Totaf Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired In 6 months or less from the date of the damage or destruction. lessor shalt notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total c) " Insured Loss" shall mean damage or destruction to improvements on [ he Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8. 3(a), irrespective of any deductible amounts or coverage ( units involved. d) " Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing Immediately poor thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.
e) " Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance. in, on, or under the Premises which regwres restoration.

8. 2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor' s expense, repair such damage { but not Lessee` s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however. that Lessee chalk, at Lessor' s election, make the repair of any damage or destruction the total cost to repair of which is 510, 000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for [ hat purpose, Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall prompt{y contribute the shortage in proceeds ( except as to the deductible which Is Lessee' s responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurence proceeds or to tu{ ly restore [ he unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,. or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period- the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shah remain in full farce and effect. If such funds orassurance are not received: Lessor may nevertheless elect by writsen nofice to Lessee within 10 days thereafter to: ( i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in prnceeds, in which case this Lease shall remain in full force and affect, or ( li) have this Lease terminate 90 days thereafter. Leasee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Raragraph 9. 3, notwithstanding thaE there may be some insurance coverage, taut the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

8. 3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willfu! act of Lessee ( in which event Lessee shall make the repairs at Lessee' s expense), Lessor may either: ( i} repair such damage as soon as reasonably possible et Lessor' s expense, in which event this Lease shall continue in full force and effect, or ( ii} terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee' s commitment to pay for the repair of such damage without reimbursement from Lessor.

Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days offer making such commitment, In such event this Lease shalt continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available, If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9. 4 Total Destructlon. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shag terminate 80 days following such Destructlon. if the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor' s damages from Lessee, except as provided in Paragraph 8. 6.

9. 5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month' s Base Rem,, whether or not an Insured Lass, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve Ehis Lease by, a) exercising such option and ( b) providing Lessor with any shortage in insurance proceeds ( or adequate assurance thereof} needed io make the repairs on or before the earlier of ( i) the date which is 10 days after Lessee' s receipt of Lessor' s written notice purporting to terminate this Lease, or ( ii) the day prior Fo the date upon which such option expires.. If Lessee duly exercises such option during such period and provides Lessor with funds ( or adequate assurance thereof) to cover any shortage in insurance proceeds. Lessor shall, at Lessor' s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee' s option shall be exti ishe
9 Abatement of Rent; lessee' s Remedies. ~''~ /
PAGE 6 OF 13

INITIALS INITIALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATkON FORM STG- 14-3f10E j Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair. remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee' s use of the Premises is impaired., but not to exceed the proceeds received from the Rental Value insurance. Afl other obligations ofi Lessee hereunder shall be performed by Lessee; and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. b) Remedies. If Lessor is obligated to repair or restore the Promises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shalE accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee' s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days hereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. " Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises: whichever first occurs.

9. 7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 82( g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor Lessor shall, in addition, return to Lessee so much of Lessee' s Security Deposes
as has not been, or is not then requred to be, used by Lessor.

10. Real Property Taxes.

10. 1 Definition. As used herein.. the term " Real Property Taxes" shall include any form of assessment; real estate, general special, ordinary ar extraordinary, or rental levy or tax ( other than inheritance, personal income or estate taxes), improvement band:. andlor license fee imposed upon or levied against any legal or equitable interest of Lessor In the Premises or the Project., Lessor' s right tc other income therefrom, andlor Lessor' s business of leasing, by any authority having the direct or indirect power to tax and ~+ fiere the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes shall also Include any tax, fee, levy, assessment or charge, or any increase therein: ( i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and ( ii) levied or assessed on machinery or equipment provided by Lessor fo Lessee pursuant to this Lease.

10. 2
a) Payment of Yaxes. Lessor shall pay the Reai Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs (" Tax Increase"), Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor' s written statement setting forth the amount due and computation thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease: Lessee' s share of such taxes shall be prorated [ o cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a sate charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that the Tax Increase be paid In advance to Lessor by Lessee monthly In advance with the payment oT the Base Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining before the month in which said Installment becomes delinquent. When the actual amount of the appilcable Tax increase Is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insufficient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations.

Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments maybe treated by Lessor as an additional Security Deposit. b) Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10. 2, Lessee shall pay to Lessor upon demand therefor the entirety of any increase in Reai Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee' s request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.
10, 3 Joint Assessment. If the Premises are not separately assessed, Lessee' s liability shah be an equitable proportion of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by lessor from the respective valuations assigned in the assessor' s work sheets nr such other information as may be reasonably available. 10, 4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures; furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separatey from the real property of Lessor. If any of Lessee' s said property shall be assessed with Lessor' s real property, Lessee shall pay Lessnr the taxes aitrihutable to Lessee' s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee' s property. it. Utilities and Services. Lessee shalt pay for ell water, gas„ heat, light, power, telephone, trash dispasaE and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shell pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy., stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor' s reasonable control or in cooperation with governmental request or directions.

12. Assignment andSUbletting.

12. 1 Lessor' s Consent Required.
a) Lessee shall not voluntarily or by operation of law assign., transfer, mortgage or encumber ( collectively, " assign or assignment") or sublet aft or any part of Lessee' s interest in [ his Lease or in the Premises without Lessor' s prior written consent. b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shalt cnnstitute a change in control for this purpose.
c) Tha involvement of Lessee or its assets in any transaction, or series of transactions ( by way of merger., sale: acquisition, financing, transfer, leveraged buy- out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee' s assets occurs., which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% pf such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented: or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater.. shall be considered an assignment of this Leese to which Lessor may withhold its consent. " Net Worth of Lessee" sheik mean the net worth of Lessee { excluding any guarantors) established under generally accepted accounting principles.
d) An assignment or subletting without consent shall., at Lessor' s option, be a Default curable after notice per Paragraph 13. 1 ( d) or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either. ( i) terminate this Lease, or ( li) upon 3D days written notice, increase the monthly 0ase Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, ( i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and ( ii) all fixed and non- fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. f) Lessor may reasonably withhold consent to a proposed assignment or subletting Ii Lessee is in Default at the time consent is requested.
g) Nntwithstanding [ he foregoing, allowing a de minimis portion of the Premises, ie 20 square feet or less.. to he used by a third party vendor in connectien with the installation of a vending machine or payphone shall not constitute a subletting.

12. 2 Terms and Conditions Applicable to Assignment and Subletting. a) Regardless of Lessor' s cnnsenf, no assignment or subletting shall: ( i) be affective without the express written assumption by such assignee or sublessee of the nbpgations of Lessee under this Lease; ( ii) release Lessee of any ahligations hereunder, or ( iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. b) Lessor may accept Rent or performance of Lessee' s obligations from any person other Fhan Lessee pending approval or disapproval of an assignment. Neither a delay in [ he approval or disapproval of such assignment nor the acceptance of Rent or performance shad constitute a waiver or estoppel of Lessor' s right to exercise its remedies for Lessee' s Default or Breach. c) Lessor' s consent to any assignment nr subletting shall not constitute a consent to any subsequent assignment or subletting. d) In the event of any Default or Breach by Lessee.. Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee' s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor' s remedies against any other person or entity responsible therefor to Lessor. or any security held by Lessor. ey Each request for consent to an assignment or subletting shell be in writing, accompanied by Information relevant to Lessor' s der do to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to
t i se andlor required modification of the Premises: if any.. together with a fee of 5500 as consideration for Lessor' s consid~e}ringnand
PAGE 7 OF 13

INITIALS INITIALS
6? 2DD1 - AIR COMMERCIAL REAL ESTATE ASSOCIA71ON FORM STO. 14-31711E rocessing said request. Lessee agrees to provide Lessor with such other or additional information and/ or documentation as may be reasonably requested.( See also Paragraph 36)
f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment.. entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. g) Lessor' s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. ( See Paragraph 39. 2)

12. 3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shalt be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
a) Lessee hereby assigns and transfers to Lessor all of Lessee' s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee' s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee' s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee' s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not.. by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and compty with any of Lessee' s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee' s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.
b) In the event of a Breach by Lessee, Lessor may. at its option, require sublessee tc ettorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.
c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor' s prior written consent. e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13. 1 Default; Breach. A " Defaulf" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A " Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period. a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8. 3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.
b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens Eife or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE

ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR' S RIGHTS, INCLUDING LESSOR' S RIGHT TO RECOVER POSSESSION OF THE PREMISES. c) The failure of Lessee to allow Lessor andior its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, ae aer~ erminea m accnraarrre arth the P, daenauri to this ! ease arrarhea hercta. andior an illegal activity on the Premises by Lessee.. where such actions continue for a period of 3 business days following written notice to Lessee. d) The Taiture by Lessee to provide ( i) reasonable written evidence of compliance with Applicable Requirements, ( ii) the service contracts. ( iii) the rescission of an unauthorized assignment or subletting. ( iv) an Estoppel Certificate or financial statements, { v} a requested
subordination. { vi) evidence concerning any guaranty andior Guarantor, ( vii) any document requested under Paragraph 42, ( viii) material safety data sheets ( MSDS),
or ( ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease., where any such failure continues for a period of 10 days following written notice to Lessee.. e) A Default by Lessee as to the terms, covenants, condtions or provisions of this Lease, or of the rules adopted under Paregraph 4D hereof, other than those described in subparagraphs 13. 1(aj, ( b), ( c) or ( d), above, where such Default continues for a period of 3D days after written notice; provided, however, that it the nature of Lessee' s Default is such that more than 30 days ate reasonably required for its cure; then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. f) The occureence of any of the following events: ( I) the making of any general arrangement or assignment for the benefit of creditors; ( ii) becoming a " debtor" as defined in 11 U. S.C. § 101 or any successor statute theretD ( unless, in the case of a petition filed against Lessee.. the same is dismissed within 60 days); ( iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee' s assets located at the Premises or of Lessee' s interest in this Lease, where possession is not restored to Lessee within 30 days; or ( iv) the attachment, execution or other judiciaY seizure of substantially all of Lessee' s assets located at the Premises or of Lessee' s interest in this Lease. where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph ( e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. h) tt the performance of Lessee' s obligations under this Lease is guaranfeed'r ( i) the death of a Guarantor, ( ii) the termination of a Guarantor' s liability with respect to this Lease other than in accordance with the terms of such guaranty, ( iii) a Guarantor' s becoming insolvent or the subject of a
bankruptcy filing, ( iv) a Guarantor' s refusal to honor the guaranty, or (
v) a Guarantor' s breach oS its guaranty obligation on an anticipatory basis, and Lessee' s taiiure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when
coupled with the then existing resources of Lessee., equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.
i) Nuirsance, ~~ cfefinerl a.. net ~~et. fc~ r'Ch ir1 t: kte fi.~. fenelum to oils Leave attached hey eft,.

13. 2 Remedies. If Lessee tails to perform any of its affirmative duties or obligations, within 10 days after written notice ( or in case of an emergency, without notice), Lessor may. at its option, perform such duty or obligation on Lessee' s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. Vn the event of a Breach, Lessor may, with or without further notice or demand. and without limiting Lessor kn the exercise of any right or remedy which Lessor may have by reason of such Breach:
a) Terminate Lessee' s right to possession of Ehe Premises by any lawful means, in which ease this Lease shall terminate and Lessee shall immediately sufrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: ( i) the unpaid Rent which had been earned at the time of termination; ( ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have bean reasonably avoided; ( iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental ions that the Lessee proves could be reasonably avoided; and ( iv) any other amount necessary to compensate Lessor for alt the detriment proximately caused by the Lessee' s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cos[ of recovering possession of the Premises, expenses of retelling, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision ( iii) of the immediately preceding sentence shall be computed by discounting such amount a4 the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee' s Breach of this Lease shall not waive Lessor' s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13. 1 was not previously given, a notice to pay rant or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13. 1. In such case, the applicable grace period required by Paragraph 13. 1 and the unlawful detainer statute shall run concurrently.. and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute Doth an unlawful detainer and a Breach pf this Lease entitling Lessor to the remedies provided for in
thisl. gase
andior by said statute.
b) Continue the Lease and Lessee' s right to possession and recover the Rent as it becomes due., in which event Lessee may i> u sign, subject only to reasonable Fmitaticns. Acts of maintenance, efforts to relet: andior the appointment of a receiver to PAGE 8 OF 13

INITIALS INITIALS
2007 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG- 14-3110E essor' s interests, shall not constitute a Termination of the Lessee' s right to possession. c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/ or the termination of Lessee' s right to possession shall not rekleve Lessee trom liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee' s occupancy of the Premises.

13. 3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the gkving or paying by Lessor to or far Lessee of any cash or other bonus; inducement or consideration for Lessee` s entering into this Lease, all of which concessions are hereinafter referred to as " Inducement Provisions," shall be deemed conditioned upon Lessee' s full and faithful performance of ell of the terms., covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further fnrce or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13. 4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease. the exact amount of which will be extremely difficult to ascertain, Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor withih 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor cone- time late charge equal to t0% of each such overdue amount or 5100, whichever is greater. The Parties hereby agree that such Late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such kale payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee' s Default or Breach with respect to such overdue amount nor prevent the exercise of any of the other rights and remedies granted hereunder. in the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwlthstanding any provision of this Lease to [ he contrary, Base Rent shall, at Lessor' s option, become due and payable quarterly In advance.

13. 5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor. when due as to scheduled payments { such as Base Rent) or within 30 days foNowing the date on which it was due for non- scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non- scheduled payments. The interest (" Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13. 4.

13. 6 Breach by Lessor.
a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor' s obligation is such that more than 30 days are reasonably required for its performance., then Lessor shall not be in breach it performance is commenced within such 30 day period and thereafter diligently pursued to completion.
b) Pertormance by Lessee on Behalf of Lessor. In the event 4hat neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion. then Lessee may elect to cure said breach at Lessee' s expense and offset from Rent the actual and reasonable cost to perform such cure, provided however., that such offset shall not exceed an amount equal to the greater of one month' s Base Rent or the Security Deposit, reserving Lessee' s right fo seek reimbursement from Lessor for any such expense in excess of such offset, Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereot are taken under the power of eminent dama( n or sold under the threat of the exercise of said power ( collectively " Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at lessee' s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking ( or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as [ o the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/ or payments shat/ be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken.. or for severance damages, provided, however, that Lessee shatl be entitled to any compensation paid by the condemnor for Lessee' s relocation expenses, loss of business goodwill and/ or Trade Fixtures. without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Instaktatlons made to the Premises by Lessee, for purposes oT Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation: Lessor shall repair any damage o the Premises caused by such Condemnation, ~ rayiAeta that Le~ SOr ha6 reneweA carripersatlon tar suvh damage frorri the candernnirig authority. 15- Brokerage Fees.

15. 3 Representations and Indemnities of Broker Relationships, Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder { other than the Brokers; if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder' s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold The other harmless from and against liability for compensation or charges which may he claimed by any such unnamed broker; finder or other similar party by reason of any dealings or actions of the indemnifying Party,. including any coals, expenses, attorneys' tees reasonably incurred with respect thereto.

16. Estoppel Certificates.
a) Each Party ( as " Responding Party") shall within 10 days after written notice trom the other Party ( the " Requesting Party") execute; acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current " Estoppel Certificate" form published by the AIR Commercial Real Estate Association.. plus such additional information, confirmation and/ or statements as may be reasonably requested by the Requesting Party.
b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: ( i) [ he Lease is in full force and effect without modification except as may be represented by the Requesting Party; ( ii) there are no uncured defaults in the Requesting Parry's performance, and Cili) If Lessor is the Requesting Party, not more than one month' s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certlflcate. c} If Lessor desires to finance- refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee' s 5nancial statements for the past 3 years. All such financial statements shall
be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth-

17. ~ Definition of Lessor. The term " Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee' s interest in the prior lease. In the event of a trensfer of Lessor' s title ar interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee ( in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Securty Deposit. as aforesaid, the prior lessor shall be relieved of all liabgity with respect to the obligations and/ or covenants under this Lease thereafter to be performed by the lessor. Subject ro the foregoing, the obligations and/ or covenants in this Lease fo be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 1 rebility. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the al' ~ other provision hereof.

PAGE 9 OF 13

INITIALS INITIALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STO. 14-3f10E

9. Days. Unless otherwise specifically Indicated to the contrary; the word " days" as used In this Lease shall mean and refer to calendar days.

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

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

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

23. Notices.

23. 1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person ( by hand or by courier) or may be sent by regular. certified or registered mail or U. S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. Tha addresses noted adjacent to a Party' s signature on this Lease shall be that Party's address for delivery or
mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee' s taking possession of the Premises, the Premises shall constitute Lessee' s address for notice, A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23. 2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt ( confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers.
a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee oT the same or of any other term, covenant or condition hereof, Lessor' s consent to; or approval of, any act shall riot be deemed to render unnecessary the obtaining of Lessor' s consent to, or approval of, any subsequent or similar act by Lessee,, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.
b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/ or conditions shell 6e of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS

RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
i) Lessor' s Agent. A Lessor' s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor' s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity., honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a Diligent exercise of reasonable skills and care in performance of the agent' s duties. h. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. ii) Lessee' s Aoant An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor' s agent, even if 6y agreement the agent may receive compensation for services rendered, either in tulk or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent' s duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose elf facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation ot, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. iii} Aaent Reoresentina Both Lessor and Lessee. Areal estate agent., either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only wish the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation., the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to [ he Lessor and the Lessee as stated above in subparagraphs ( i) or ( ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective party, disclose to the other Party that the Lessor will accept rent in an amount less than that Indicated In the listing or that the Lessee Is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responslbikty to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. Areal estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that nc lawsuit or other legal proceeding involving any breach of duty.. error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability ( including court costs and attorneys' fees), of any Broker with respect to any such lawsuit andlor legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease, provided, however, that the foregoing limitation on each Broker' s liability shall not be applicable Io any gross negligence or willful misconduct of such Broker. c) Lessor and Lessee agree to identify to Brokers as " ConfideniiaE" any eommuMcation or informaton given Brokers that is considered by such Party to be confiden[ ial_

28. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over.. then the Base Rent shall be increased to 1504ir of the Base Rent applicable immediately preceding the expiration or termination. Nothing cantalned herein shall be construed as consent by Lessor to any holding over by Lessee.

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

28. Covenants and Conditions; Construction of Agreement, All provisions of this Lease tc be observed ar performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context., the singular shall include the plural and vice versa. This Lease shall no[ be construed as if prepared by one of the Parties, but rather according tc its fair meaning as a whole, as kt both Parties had prepared it.

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

30. Subordination; Attornment; Non- Disturbance.

30. 1 Subordination. This Lease and any Option granted hereby shat! be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device ( collectively: " Security Device"}, now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices In th{ s Lease together referred to as " Lender"} shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any LepdBr ay tact to have this Lease andlor any Option granted hereby superior to the lien of its Security Device by giving written notice iherenf to es eupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates. f/,~.ihePAGE10OF13 _,~/`./

INITIALS INITIALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STO. 14-3) 10E ocumentation or recordatlon thereof.

30. 2 Attornment. In the event that Lessor transfers title to the Premises; or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated ( i) Lessee shall subject to the non- disturbance provisions of Paragraph 30, 3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and swab new owner, and ( ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor' s obligations, except that such new owner shall not ( a) be liable for any net or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; ( b) be subject to any offsets or defenses which Lessee might have against any prior lessor, ( c) be bound by prepayment of more than one month' s rent, or ( d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30. 3 Non- Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee' s subordination of this Lease shall be subject to receiving a commercially reasonable non- disturbance agreement ( a " Non- Disturbance Agreement") from the Lender which Non- Disturbance Agreement provides that Lessee' s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of [ his Lease.. Lessor shall: it requested by Lessee, use its commercially reasonable efforts to obtain aNon- Disturbance Agreement from the holder of any pre- existing Security Device which is secured by the Premises. In the event that Lessor is unaple to provide the Non- Disturbance Agreement within said 60 days, then Lessee may.. at Lessee' s option, directly contact Lender and attempt. to negotiate for the execution and delivery of aNon- Disturbance Agreement.

30. 4 Self- Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination,. attornment andfor Non- Disturbance Agreement provided for herein.

31.. Attorneys' Fees. If any Parfy or Broker brings an action or proceeding involving the Premises whether founded in tort., contract or equity, or to declare rights hereunder, the Prevailing Pany ( as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such tees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, " Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Pany or Broker of its claim or defense.

The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse elf attorneys' fees reasonably incurred. In addition, Lessor sheik be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($ 200 is a reasonable minimum per occurrence for such services and consultation).

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

33. Auctions. Lessee shall not conduct, nor permit to he conducted, any auction upon the Premises without Lessor' s prior written consent.

Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 3A. Signs. Lessor may place an the Premises ordinary " For Sale" signs at any time and ordinary " For Lease" signs during the last 6 months of the term hereof. Except for ordinary " for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor' s prior written consent. All signs must comply with all Applicable Requirements.

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

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

37. Guarantor.

37. 1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association.

37. 2 Default. tt shall constitute a pefault of the Lessee if any Guarantor fails or refuses, upon request to provide: ( a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor' s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, ( 6) current financial statements, ( c) an Estoppel Certificate, or ( d) written confirmation that the guaranty is still in effect..

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

39. Options. If Lessee is granted an Option, as defined below, then the following provisions shaft apply.

39. 1 Definition. " Option" shall mean: { e) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor, ( h) the right of first refusal or first offer to lease either the Premises or other property of Lessor; ( c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 392 Options Personal Ta Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot he assigned or exercised by anyone other Shan said original Lessee and only while the original Lessee is in full possession of the Premises and; if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subietting.

39. 3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39. 4 Effect of Default on Options.
a) Lessee shall have no right to exercise an Option'. ( i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured.. ( ii) during the period of time any Rent is unpaid ( without regard to whether notice thereof is given Lessee), ( Iii) during the time Lessee is in Breach of this Lease., or ( iv) in the event That Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immetliafely preceding the exercise of the Optlan. b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee' s inability to exercise an Option because of the provisions of Paragraph 39. 4(aj. c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee' s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, ( i) Lessee tails to pay Rent for a period of 30 days after such Rent becomes due ( without any necessity of Lessor to give notice thereof), or ( ii) if Lessee commits a Breach of this Lease.

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

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

Q2., servations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements..

PAGE 11 OF 13

INITIALS INITIALS
2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STG- 14-3f10E ights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements- rights, dedications, maps and restrictions do not unreasonably interfere with fhe use of the Premises by Lessee.. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easemert rights, dedication, map or restrictions.

43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment " under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. tf it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part [ hereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid under protest" within 8 months shall be deemed to have waived its right to protest such payment.

44. Authority; Multiple Parties; Execution.
a) If either Party hereto is a corporation. trust, limited liability company, partnershkp, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf.

Each Party shall, within 30 days after request,. deliver to the other party satisfactory evidence of such authority. b) If this Lease is executed by more than one
person
or entity as " Lessee", each such person or entity shall be jointly and severally liable hereunder. ft Is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if a{I of the named Lessees had executed such document.
cj This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.
48 ONer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease Is not intended to be binding until executed and delivered by all Parties hereto.

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

49. Arbitration of Disputes, An Addendum requiring the Arbitration of disputes between the Parties andfor Brokers arising out of this Lease ^ Is ^ is not attached to [ his Lease.

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

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

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY

BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH tT RELATES. THE PARTIES ARE URGED TO:

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

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

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

The parties hereto have execute thks Lease at the Lace and on the dates specified above their respective signatures.

Executed at: , iyxCL. 9
F f T~ ~~,/~ Executed at:
on 7f/ 7 / Z- on: '
t3y LESSOR: By LESSEE:

Git. y cif C' hnla Vista, a municipal ch~ rterer3 S« uth Bay Cc~ nmturuty Service czar arati° r_ - the t. `. e a` California
By: Hy, ~~.._
Name Printed: f? ~ Name P ted_ Kat m - Lemb«
Title: ~~ y~~ Title, CEO
By: By:

Name Printed: Name Printed.

Title: Title:

Address: 276 Fc, urth Avenue Address: 9~ i`1 F Street
Chula Vie; ta, CA Sr1911~ Chula Viata, CA 91? 1D
Telephone: (_) Telephone: t6, 1~)92i1-_ 962i~
Facsimile: (_) Facsimile: (_)
Email: EmaiC
Email Email:

Federal ID No. Federal ID No.

INITIALS
PAGE 12 OF 13
20D7 - AIR COMMERCIAL REAL ESTATE ASSOCIATION

INITIALS
FORM STG- 14-3/ 10E
BROKER: BROKER:

Voit Real Bstate Services
Att: Tracy Clark qtr
Title: Senior Vice President Title:

Address: 9370 La Jolla Village Llr. X990 Address.

San L? ieq~~, CA 42122
Telephone:(9 5 y) 4 5 R- 333 9
Facsimile:( 559)9a3- 1481
Email: tclark@vc? itco. cum
Telephone:(_)
Facsimile:( )
Email:

FederallD No.

BrokerlAgent DRE License #. OOo91800
FederallD No.

BrokerlAgent DRE License #:

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utiliaing the most current form: AIR Commercial Real Estate Association, BDO W 6th Street, Suits 800, Los Angeles, CA 90017, Telephone No. ( 213) 687- 6777. Fax No.: ( 213) 687- 8616.

No part of these works may be reproduced in any form without permission in writing. i

INITIALS
PAGE 13 OF 13
w

INITIALS
20D1 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STO- 14-3I1DE

ENT ADJUSTMENT(S)

STANDARD LEASE ADDENDUM
Dated Juke 5, 2012
By and Between { Lessor) City
of Chula, a municipal chartered corporation
of the State ~~ f ralifornia
Lessee)
south Bay Crmntunity Services
Address of Premises: 430 F street
Chula Vista, CA 91910
Paragraph 51
A. RENT ADJUSTMENTS:

The monthly rent for each month of the adjustment period(s) specified below shall be increased using the method(s) indicated below:

Check Method( s) to be Used and Fill in Appropriately)
m 1. Cost of Living Adjustment(s) ( COLA)
a. On { Fill in COLA Dates): July I, 2013; Suly 1, 2( 114; Suly 1, 2015; ~ 7ulV 1, 2Glf, the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U. S. Department of Labor for ( select oney.^ CPI W ( Urban Wage Earners and Clerical Workers) or ~ CPI U ( All Urban Consumers), for ( Fill in Urban Area):

SaII D1 t. C) O
All Items
1982- 1984 = 100), herein referred to as " CPI".
b. The monthly rent payable in accordance with paragraph A~ La. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1. 5 of the attached Lease, shall be multipl€ed by a fraction the numerator of which shall he the CPI of the calendar month 2 months prioe to the month(s) specified in paragraph A. La. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to ( select one): the ® first month of the term of this Lease as set forth in paragraph 1. 3 (" Base Month") or ^ FiG in Other " Base Month"): . The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shalt any such new monthly rent 6e less than the rent payable Tor the month immediately preceding the rent adjustment. In ne event. shall any a4juytrnrnt cxcead two percent ( Gk) in any yexar.
c. In the evens the compilation andfor publication of the CPI sha71 be transferred to any other governmental department or bureau or agency or shalt be discontinued, then the index most Hearty the same as the CPI shat) be used to make such calculation. In the event that the Parties cannot agree on such alternative index. then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon She parties. The cost of said Arbitration shall be paid equally by the Parties.
eF
asa~ rird-arbNraEeF
PAGE 1 OF 2

INITIALS
X2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION

INITIALS
FORM RA- 3-8IOOE
s})~ The Nee Base Rent ehel~ bs -
B- NOTICE:

Unless specified otherwise herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

C. BROKER' S FEE:

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicabie, paragraph 9 of the Sublease.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utiliaing the most current form: AIR Commercial Real Estate Association, 800 W 6th SFreet, Suite 800, Los Angeles, CA 90017.

Telephone No. ( 213 687- 8777. Fax No.: ( 213y 687. 8816.

INITIALS
PARE 2 OF 2

INITIALS
tg2000 • AiR GOMMERCIAL REAL ESTATE ASSOCIATION FORM RA3- 8100E

PTION( S) TO EXTEND

STANDARD LEASE ADDENDUM
Dated June ~. 2012
y and Between ( Lessor t- ity zf chute vita, ~ n, unir~igral chartered c~~ zprrration jai il' iP :. Mate uT California
B~ and Between ( LeS& ee} S~ auth Hap Community Services Address of Premises: aso F streer_
Chula Vista, CA 91910
Paragraph 52
A. OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for two ( 2) additional thirty- six ( 3 h.) month period(s) commencing when the prior term expires upon each and all of the following terms and conditions:
i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least ~ but not more than i2 months prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given andlor received, such option shall automatically expire. Options ( if there are more than one) may only be exercised consecutively.
ii) The provisions of paragraph 39.. including those relating to Lessee' s Default set forth in paragraph 39. 4 of this Lease, are conditions of this Option.
iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. iv) This Option is personal to the original Lessee., and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or sutaletting. v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below:

Check Method(s) to be Used and Fill in Appropriately)
m 1. Cost of Living Adjustment(s) ( COLA)
a. On ( Fill in COLA Dates): July 1, 2017; July 1, 2013; July 1, 2019; July 1, 2020; July 1, 2021; July 1, 2022
the Base Rent shall be adjusted by the change, if any, from the Base Month specified below; in the Consumer Price Index of the Bureau of Labor Statistics of the U. S. Department of Labor for ( select one): ^ CPI W ( Urban Wage Earners and Gteriwl Workers) or m CPI U ( All Urban Consumere), for ( Fill in Urban Area):

San Ctiegn
All Items ( 1982- 1984 = 106), herein referred to as " CPI". b. The monthly rent payable in accordance with paragraph A. La. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph t. 5 of the attached Lease; shall be multiplied 6y a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(sj specified in paragraph A. La. above during which the adjustment ks to take effect; and the denominator of which shall be the CPI of the calendar month which is 2 months prior to ( select one): ~ the first month of the term of this Lease as set forth in paragraph 1. 3 (" Base Month") or ^ Fill in Other" Base Month"):

The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment, to no scans Tall any adjuatanent eKCaea two ~ ercen~ ( 2%j ir, any g~ cen year.
c. In the event the complletion andlor publication of the CPI shad be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that [ he Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in acwrdance with the then rules of said Association and the decision of the arbitrators shall 6e binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties..
a- 9ra-(
i
PAGE t OF 2 -~~~~

INITI INITIALS
42000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE- 3-8fA0E NOTICE:

Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made es specified in paragraph 23 of the Lease.

C. BROKER' S FEE:

The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 9p017.

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

INITIALS
X2000 - AtR COMMERCIAL REAL ESTATE ASSOCIATION
PAGE 2 OF 2

INITIALS
FORM 0E- 3-Bf00E

IGHT OF FIRST REFUSAL TO PURCHASE

STANDARD LEASE ADDENDUM
Dated ~ u,~ e ~, au12
B~/ 8Rd Betweefl ~ LeSSOr} City «
f Chula Vista, a municipal chartered
corporation of the State of California
Lessee} ~~
xrt} r Bay Community Services
Address of Premises: 43~ F Sr reef
Paragraph 53
rhula Vista, CH G1910
a) Lessor shall not, at any time prior to the expiration of the term of this Lease, or any extension thereof, sell the Premises. or any interest therein., withous first giving written notice thereof to Lessee, which nofice is hereinafter referred to as " Notice of Sele". b) The Notice of Sale shall include the exact and complete terms of the proposed sale and she{I have attached thereto a copy of the bona fide offer and counteroffer, if any, duky executed by both Lessor and the prospective purchaser. c) For a period of 12 cakendar days after receipt by Lessee of the Notice of Sale, Lessee shat! have the right to give written notice to Lessor of Lessee' s exercise of Lessee' s right to purchase the Premises, the interest therein proposed to be sold.. or the property of which the Premises are a part; on the same terms, phce and conditions as set forth in the Notice of Sale. In the event that Lessor does not receive written notice of Lessee' s exercise of the right herein granted within said 12 day period, there shall be a conclusive presumption that Lessee has elected NOT to exercise Lessee' s right hereunder; and Lessor may complete the sale to the prospective purchases on the same terms set forth in the Notice of Sale. d) In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and.. thereafter, Lessor and the prospective purchaser modify by more than 5%, ( p the sales price.. or ( ii) the amount of doom payment, or if there is a material change in any seller financing offered, or in the event that the sale is not consummated within 180 days of the date of the Notiee of Sale; then Lessee' s right of first refusal shall reapply to said transaction.
e) In [ he event that Lessee declines to exercise its right of first refusal after receipt of the Notiee of Sale, and.. [ hereafter, the proposed transfer or sale is not consummated.. the Lessee' s right of first refusal shalt apply to any subsequent transaction. If, however, said transfer or sale is, in fact, completed, then said right shall be extinguished and shall not apply to any subsequent transactions. f) Notwithstanding the above, this right of first refusal is intended to apply only to voluntary transfers involving third party transferees.

This right of first refusal shall not., therefore, apply: where the Premises are taken by eminent domain or sold under threat of condemnation; to infra- family or infra- ownership transfers, to transfers by Lessor [ o a trust created by Lessor, or, if Lessor is a trust, to transfers [ o a trust beneficiary. g) NOTE: This right of first refusal cannot be exercised: ( i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured. ( ii) during the period of time any Rent is unpaid ( without regard to whether notice thereof is given Lessee); ( Iii} during the time Lessee is in Hreach of this Lease, or ( iv) in the avant that Lessee has been given 3 or more notices of Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the right of first refusal.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilising the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 80D, Los Angeles, GA 90017.

Telephone Na,( 2t3)667- 8777. Fax No.:( 213)687- 8616.

INITIALS
2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
PAGE i OF 1

INITIALS
FORM FRat- 8106E
DDENDUM TO LEASE DATED JUNE 5, 2012, BY AND BETWEEN CITY OF CHULA VISTA, A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA; AS LESSOR, AND SOUTH BAY COMMUNITY SERVICES, AS LESSEE, FOR THE PREMISES LOCATED AT 43Q F STREET, CHULA VISTA, CALIFORNIA 91910

54. SHARED USE OF CONFERENCE ROOM: Lessee shall allow the conference room on the north end of the building to be utilized by other civic organizations and city functions during Lessee' s normal business hours when said conference room is not being used or needed by Lessee. Outside use of the conference room by other groups or agencies shall be scheduled in advance with Lessee.

55. NO FOOD DISTRIBUTION: Lessee shall not be allowed to operate their food distribution program at the Subject Premises.

56. EARLY TERMINATION: In the event that Lessee enters into any bona fide purchase agreement for the acquisition of real property to be used for Lessee' s general operations, Lessee may terminate this Lease effective at any time fallowing the third anniversary of the Commencement Date, upon delivery of ninety 90) days prior written notice to Lessor of Lessee' s intent to terminate this Lease and payment of a termination fee to Lessor equal to the unamortized portion of leasing commission previously paid by Lessor.

57. MODULAR BUILDINGS: Lessee shall be allowed to locate up to two modular buildings on the Premises for additional office/ storage, subject to normal City of Chula Vista review and approval process. Any such modular buildings will be Lessee' s property and must be removed at Lessee' s expense upon termination of the Lease. Any damage caused by the installation andfor removal of the modular buildings shall be repaired at Lessee' s expense.

58. AGREED USE: General administrative offices and health and human service programs including without limitation, classes, counseling, job development, assistance and training, family violence prevention, intervention and treatment services, mental health services, youth delinquency prevention and intervention, family self- sufficiency services, support groups, and such other services and related activities as Lessee may lawfully provide in furtherance of its health and human service programs and charitable missions.

59. NUISANGE: Determination by City Manager: City Manager determines upon the advice of the Chief of Police, that Tenant' s activities at the Premises have created, contributed to, or indirectly resulted in, levels of crime or disorder at or around the Premises constituting a public nuisance or threat to the public's health, safety or welfare.

LESSOR: CHULA VISTA, A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA By: Date: ~ ~ ~ ~ ~-''
Name Printed: ~ iS~~: KY~ ~~ Title: ~/~~( 1i"`

LEASE SOUTH BAY COMMUN TY SERV ES
By: ' Date: / ' / C
Kat n Lembo, CEO
f;/

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES

HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE GOMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPEGT TO THE PREMISES.

P:\ TRACYb4lrtorms\43Q F Street\ Lease Addendum. tloc

EXHIBIT A
43Q F Street
Chula Vista, CA 9191 Q
1i'
i
X11 .. r,-.: ~.
r5' x10` ~ ff' x G
1-'~'
a i~ l' x 15
a' x!l.

T; I- - ~ f9' :~
c.___ r--
l~' x,'`%'~1 ~ r~ s10'
iy7
V\ _ O. ry~
l ~ ~ ~(~'
1 y, ,
f~' 3' !
Z,~~ r~'
z r ~
t. .. x
i7, `~,- ;,~ r ~;-,
568- 787-44
P'\ TRACV1AiRorms\430 F Street\ EzhibQ A - Site Pian. tlocx Voit
REAL. ESTATE SEF~ VlGES

EXHIBIT B

NOTICE TO OWNERS, BUYERS AND TENANTS REGARDING

ENVIRONMENTAL MATTERS, AMERICANS WITH DISABILITIES ACT,

FLOOD DISCLOSURE, ZONING/ USE DISCLOSURE AND

ALQUIST- PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT

ENVIRONMENTAL MATTERS
It is essential that all parties to real estate transactions be aware of the health, liability and economic impact of environmental factors on real estate. Voit Real Estate Services does not conduct investigations or analyses of environmental matters and, accordingly, urges the parties to a real estate transaction to retain qualified environmental professionals to determine whether hazardous or toxic wastes or substances ( such as asbestos, PCB's and other contaminants or petro- chemical products stores in underground tanks) or other undesirable materials or conditions are present at the property and, if so, whether any health danger or other liability exists. Such substances may have been used in the construction or operation of buildings or may be present as a result of previous activities at the property.

Various laws and regulations have been enacted at the federal, state and local levels dealing with the use, storage, handling, removal, transport and disposal of toxic or hazardous wastes and substances. Depending upon past, current and proposed uses of the property, it may be prudent to retain an environmental expert to conduct a site investigation and/ or building inspection. If hazardous or toxic substances exist or are contemplated to be used at the property, special governmental approvals or permits may be required. In addition, the cost of removal and disposal of such materials may be substantial.

Consequently, legal counsel and technical experts should be consulted where these substances are or may be present.

AMERICANS WITH DISABILITIES ACT
Please be advised that, as an owner or tenant of real property, you may be subject to the Americans with Disabilities Act ( the ADA), a Federal law codified at 42 USC Section 12101 et seq. Among other requirements of the ADA that could apply to your property, Title I11 of the ADA requires owners and tenants of " public accommodations" to remove barriers to access by disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons by January 26, 1992.

The regulations under Title III of the ADA are codified at 28 CFR Part 36.

We recommend that you and your attorney review the ADA and the regulations, and, if appropriate, your proposed lease or purchase agreement, to determine if this law would apply to you, and the nature of the requirements. These are legal issues.

Voit Real Estate Services cannot give you legal advice on these issues.

FLOOD DISCLOSURE
If the premises are located in a Federally Designated Flood Zone, the real and personal property of Lessee situated on or in the Premises is not protected by the hazard insurance policy for the property carried by Lessor. Lessee is responsible for investigating the Flood Zone status of the Premises and obtaining insurance to cover Lessee' s property if it so desires.

ZONINGIUSE DISCLOSURE
Prior to executing a lease, Lessee is responsible for determining that the zoning applicable to the property and Premises allows Lessee to use the property for its intended use of business, and that all building codes, parking requirements, and other governmental requirements, improvements required, and permits necessary have been met or are available to Lessee. Voit Real Estate Services has made no representations, except in writing, if any, concerning the zoning and allowable use of the Premises and any requirements that may be imposed upon lessee by any governmental agency. If Lessee's use of the Premises requires a Use Permit or other permits from a governmental authority it could take several months to obtain same, and Lessee may still be responsible for the payment of rent and other charges whether or not such permits are ultimate{y obtained.

ALOUIST- PRIOLO SPECIAL EARTHQUAKE FAULT ZONING ACT
The property and Premises described above ( check which box applies) ^ is; ^ is not; m may or may not be situated in an Earthquake Fault Zone as designated under the Alquist- Priolo Earthquake Fault Zoning Act, Sections 2621- 2630 inclusive of the California Public Resources Cade; and, as such the construction of development on the property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered with the State of California, unless such report ' ts waived by the city or county under the terms of that Act.. No representations on this subject are made by Voit Real Estate Services, or its agents or employees and the Lessee/ Purchaser is advised to make its own inquiry into this situation prior to entering into a lease or sale agreement.

P:\ TRAC1MirtormsW30 F StreetlNotice to Owners - Lessor_ doc Page 1 of 2 ait

REAL ESTATE SERVICES
By your signature below, you acknowledge that you have read and understand this disclosure and have received a copy:

LESSOR: CITY OF GHULA VISTA,

A MUNICIPAL CHARTERED CORPORATION OF THE STATE OF GALIFORNIA 1~
By: Date: ~ ~ ~
Y
Name Printed: ~ i~ fP,/~~L- C^ OX Title: /~ i~~ d.2__
LE EE: OUTH BAY COM NITY S VICES
By: ~ Date: / ~ ~~ "~~
Kat ryn o, CEO
P: ITRAC11AiriormaW30 FStreet\ Notice to Ownera - Lessor. doc Page 2 of 2

Chula Vista City CouncilApril 1, 2025

Chula Vista City Council
April 1, 2025