Attachment A - 975 Terra Bella Lease Agreement — Palo Alto City Council, October 7, 2024

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 1 of 15
STANDARD INDUSTRIAL/COMMERCIAL LAND LEASE GROSS
(DO NOT USE THIS FORM FOR BUILDINGS OR FOR LEASES PROVIDING FOR THE CONSTRUCTION OF BUILDINGS)

1. Basic Provisions ("Basic Provisions").

1.1 ParƟes. This Lease ("Lease"), dated for reference purposes only July 31, 2024 , is made by and between Steve Nash an d Dennis Ryan ("Lessor") and City of Palo Alto ("Lessee"), (collecƟvely the "ParƟes", or individually a " Party").

1.2 Premises: That certain real property, including all improvements thereon or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): 975 Terra Bella Avenue, Mountain View, CA 94043 ("Premises"). The Premises are located in the County of Santa Clara , and are generally described as (describe brie ﬂy the nature of the property and the improvements on the property, if any, and ,i f a p p l i c a b l e ,t h e "Project", if the property is located within a Project): Approximately 37,461 rentable square feet of industrial yard, with two separate office areas, separate part shed and maintenance building . (See also Paragraph 2)

1.3 Term: 0 years and 2 months ("Original Term") commencing September 1, 2024 ("Commencement Date") and ending October 31, 2024 ("ExpiraƟon Date"). (See also Paragraph 3)

1.4 Early Possession: If the Premises are available Lessee may have non exclusive possession of the Premises commencing Tenant may take early possession of the Premises starting August 20, 2024. Said Early Possession shall be under all the terms and conditions of the Lease ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3 )

1.5 Base Rent: $32,965.68 per month ("Base Rent"), payable on the first day of each month commencing . (See also Paragraph 4)
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph .

1.6 Base Rent and Other Monies Paid Upon Execu Ɵon:
(a) Base Rent: $32,965.68 for the period .
(b) Security Deposit: N/A ("Security Deposit"). (See also Paragraph 5) (c) Other: $2,622.27 for NNN .
(d) Total Due Upon ExecuƟon of this Lease: $35,587.95 .

1.7 Agreed Use: The premises shall be used for the storage of utility materials, equipment, office support and related legal use . (See also Paragraph 6)

1.8 Insuring Party. Lessor is the "Insuring Party". The annual " Base Premium"i s . (See also Paragraph 8)

1.9 Real Estate Brokers. (See also Paragraph 15 and 25) (a) RepresentaƟon: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Rela Ɵonship, conﬁrms and consents to the following agency relaƟonships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents ("Agent(s)"):

Lessor's Brokerage Firm Avison Young License No. 01914446 Is the broker of (check one): the Lessor; or both the Lessee and Lessor (dual agent).

Lessor's Agent Brian Mason License No. 01229363 is (check one): the Lessor's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent).

Lessee's Brokerage Firm License No. Is the broker of (check one): the Lessee; or both the Lessee and Lessor (dual agent).

Lessee's Agent License No. is (check one): the Lessee's Agent (salesperson or broker associate); or both the Lessee' s Agent and the Lessor's Agent (dual agent).
(b) Payment to Brokers. Upon execuƟon and delivery of this Lease by both Par Ɵes, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate wriƩen agreement (or if there is no such agreement, the sum of or % of the total Base Rent) for the brokerage services rendered by the Brokers.

1.10 Guarantor. The obligaƟons of the Lessee under this Lease are to be guaranteed by (" Guarantor"). (See also Paragraph 37)

1.11 AƩachments. AƩached hereto are the following, all of which consƟtute a part of this Lease:
an Addendum consisƟng of Paragraphs 51 through 59 ;
a plot plan depicƟng the Premises;
a current set of the Rules and Regula Ɵons;
aW o r kL eƩer;
other (specify): .

2. Premises.

2.1 Leƫng. Lesso r 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 condiƟo n ss e t f o r t hi nt h i s L e a s e . W h i l et h e a p p r o x i m a t es q u a r ef o o t a g e o ft h e P r e m i s e sm a yh a v e b e e nu s e d i nt h em a r k eƟng of the Premises fo r purposes of comparison, the Base Rent stated herein is NOT Ɵed to square footage and is not subject to adjustment should t h ea c t u a ls i z eb ed e t e r m i n ed to be Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 2 of 15
diﬀerent. NOTE: Lessee is advised to verify the actual size prior to execuƟng this Lease.

2.2 CondiƟon. Lessor shall deliver the Premises to Lessee free of debris on the Commencement Date or the Early Possession Date, whichever ﬁrst occurs ("Start Date"), and warrants that the exisƟng electrical, plumbing, lighƟng, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good opera Ɵng condiƟon on said date. If a non compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfuncƟon or fail within the warranty period, Lessor shall, as Lessor's sole obligaƟon with respect to such maƩer, except as otherwise provided in this Lease, promptly aŌer receipt of wri Ʃen noƟce from Lessee seƫng forth with speci ﬁcity the nature and extent of such noncompliance, malfuncƟon or failure, recƟfy same at Lessor's expense. The warranty perio d shall be 30 days. If Lessee doe s not give Lessor the required noƟce within the appropriate warranty period, correcƟon of any such noncompliance, malfuncƟon or failure shall be the obligaƟon of Lessee at Lessee's sole cost and expense. Lessor also warrants, that unless otherwise speci ﬁed in wriƟng, Lessor is unaware of (i) any recorded NoƟces of Default aﬀecƟng the Premise; (ii) any delinquen t amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding a ﬀecƟng the Premises.

2.3 Compliance. Lesso r warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restricƟons of record, regulaƟons, and ordinances ("Applicable Requirements") that were in eﬀect at the Ɵme that each improvement, or por Ɵon thereof, was constructed. Sai d warranty does not apply to the use to which Lessee will put the Premises, modiﬁcaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Altera Ɵons or UƟlity InstallaƟons (as deﬁned in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible fo r determining whether or not the Applicable Requirements, and especially t h ez o n i n g , a r ea p p r o p r i a t ef or Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with speciﬁcity the nature and extent of such noncompliance, recƟfy the same at Lessor's expense. If Lessee does not give Lessor wri Ʃen noƟce of a non compliance with this warranty within 6 months following the Start Date, correcƟon of that noncompliance shall be the obliga Ɵon of Lessee at Lessee's sole cost and expense.

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 saƟsfy itself with respect to the size and condiƟon of the Premises (including but not limited to the improvements, if any, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabili Ɵes Act), and their suitability for Lessee's intended use, (c) Lessee has made such invesƟgaƟon as it deems necessary wit h reference to such maƩers and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representa Ɵon as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease. In addi Ɵon, Lessor acknowledges that: (i) Brokers have made no representaƟons, promises or warranƟes concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to invesƟgate the ﬁnancial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant .T h e w a r r a nƟes made by Lessor in Paragraph 2 shall be of no force or e ﬀect if immediately prior to the Start Date Lesse e was the owner or occupant of the Premises. I n such event, Lessee shall be responsible fo r any necessary correcƟve work.

3. Term.

3.1 Term. The Commencemen t Date, ExpiraƟon Date and Original Term of this Lease are as speciﬁed in Paragraph 1.3.

3.2 Early Possession. Any provision herein gran Ɵng Lessee Early Possession of the Premises is subject to and condi Ɵoned upon the Premises being available for such possession prior to the Commencement Date. Any gran t of Early Possession only conveys an onexclusive right to occupy the Premises. If Lessee totally o r parƟally occupies the Premises prior to the Commencement Date, the obliga Ɵon to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligaƟons to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be i n eﬀect during such period. Any such Early Possession shall not a ﬀect the ExpiraƟon Date.

3.3 Delay In Possession.L e s s or agrees to use commercially reasonable e ﬀorts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said e ﬀorts, 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 ExpiraƟon Date. Lessee shall not , however,b eo b l i g a t ed to pay Rent or perform its other obligaƟons unƟl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of pos session and conƟnue for ap e r i od equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days a Ōer the Commencement Date, Lessee may, at its opƟon, by noƟce in wriƟng within 10 days a Ōer the end of such 60 day period, cancel this Lease, in which event the ParƟes shall be discharged from all obligaƟons hereunder . If such wriƩen noƟce is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. I f possession of the Premises is not delivered within 120 days a Ōer the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in wriƟng.

3.4 Lessee Compliance . Lessor shall not be required to tender possession of the Premises to Lessee un Ɵl Lessee complies with its obliga Ɵon to provide evidence of insurance (Paragraph 8.5). Pendin g delivery of such evidence, Lessee shall be required to perform all of its obligaƟons under this Lease from and aŌer the Start Date, including the payment of Rent, notwithstanding Lessor's elec Ɵon to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other condiƟons prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession unƟls u ch condiƟons are saƟsﬁed.

4. Rent.

4.1 Rent Deﬁned. All monetary obliga Ɵons 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 paymen t of Rent to be received by Lessor in lawful money of the Unite d States, without oﬀset or deducƟon (except as speciﬁcally permiƩed 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 consƟtute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Ren t for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Paym ent of Rent shall be made t o Lessor at its address stated herein or to such other persons or place as Lessorm a y f r o mƟme to Ɵme designate in wriƟng. 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 staƟng. I n the event that any check, draŌ, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addi Ɵon to any Late Charge and Lessor, at its op Ɵon, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied ﬁrst to accrued late charges and aƩorney's fees, second to accrued interest, then to Base Rent and OperaƟng Expense Increase, and any remaining amount to any other outstanding charges or costs.

5. Security Deposit. Lessee shall deposit with Lessor upon execuƟon hereof the Security Deposit as security for Lessee's faithful performance of its obligaƟons under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any por Ɵon 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 Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 3 of 15
damage which Lessor may suﬀer or incur by reason thereof. If Lesso r uses or applies all or any porƟon of the Security Deposit, Lessee shall within 10 days aŌer wriƩen request therefor deposit monies with Lessor su ﬃcient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of thi s Lease, Lessee shall, upon wriƩen request from Lessor, deposit addiƟonal monies with Lessor so that the total amount of the Security Deposi t shall at all Ɵmes bear the same propor Ɵon to the increased Base Rent as the ini Ɵal Security Deposit bore to the ini Ɵal Base Rent. Should the Agreed Use be amended to accommodate a material change i n the business of Lessee or to a c c o m m o d a t eas u b l e s s e eor assignee, Lessor shall have the righ t to increase the Security Deposi t to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may su ﬀer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the ﬁnancial condiƟon of Lessee is, in Lessor's reasonable judgment, signiﬁcantly reduced, Lessee shall deposit such addiƟonal monies with Lessor as shall be su ﬃcient to cause the Security Deposit to be at a commercially reasonable level based on such change in ﬁnancial condiƟon. Lesso r shall not be required to keep the Security Deposit separate from its general accounts. Withi n 90 days aŌer the expiraƟon or terminaƟon of this Lease, Lessor shall return that por Ɵon of the Security Deposit not used or applied by Lessor. Lessor shall upon wri Ʃen request provide Lessee with an accounƟng showing how that porƟon of the Security Deposit that was not returned was applied. N o part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT.

6. Use.

6.1 Use. Lessee shall use an d occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupa nts of or causes damage to neighboring premises or properƟes. Othe r than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, ﬁsh, or repƟles. Lessor shall not unreasonably withhold or delay its consent to any request for a modi ﬁcaƟon of the Agreed Use, so long as the same will not be signiﬁcantly more burdensome to the Premises. If Lesso r elects to withhold consent, Lessor shall within 7d a ys aŌer such request give wriƩen noƟﬁcaƟon of same, which noƟce shall include an explana Ɵon of Lessor's objecƟons to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent .T h et e r m "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportaƟon, or release, either by itself or in combinaƟon with other materials expected to be on the Premises, is either: (i) potenƟally injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, o r (iii) a basis for potenƟal liability of Lesso r to any governmental agency o r third party under any applicable statute or common law theory. Hazardou s Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fracƟons thereof. Lessee shall no t engage in any acƟvity in or on the Premises which consƟtutes a Reportable Use of Hazardous Substances without the express prior wri Ʃen consent of Lessor and Ɵmely compliance (at Lessee's expense) with all Applicable Requirements. " Reportable Use"s h a l l m e an (i) the installaƟon or useo fa n ya b o v eor below ground storage tank, (ii) the generaƟon, possession, storage, use, transportaƟon, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, no Ɵce, registraƟon or business plan is required to be ﬁled with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a noƟce be given to persons entering or occupying the Premises or neighboring proper Ɵes. Notwithstanding the foregoing, Lessee may use any ordinary an d 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 Repo rtable Use, and does not expose the Premises or neighboring property to any meaningful risk of contaminaƟon or damage or expose Lessor to any liability therefor . In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addi Ɵonal assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contaminaƟon, injury and/or liability, including, but not limited to, the installaƟon (and removal on or before Lease expiraƟon or terminaƟon) of protecƟve modiﬁcaƟons (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor.I f L e s s e e k n o w s, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give wri Ʃen noƟce of such fact to Lessor, and provide Lessor with a copy of any report, noƟce, claim or other documentaƟon which it has concerning the presence of suc h Hazardous Substance. (c) Lessee RemediaƟon. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all invesƟgatory and/or remedial acƟon reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamina Ɵon of, and for the maintenance, security and/or monitoring of the Premises or neighboring properƟes, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee IndemniﬁcaƟon. Lessee shall indemnify , defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabili Ɵes, judgments, claims, expenses, penalƟes, and aƩorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migraƟon of any Hazardous Substance under the Premises from adjacent proper Ɵes not caused or contributed to by Lessee). Lessee's obligaƟons shall include, but not be limited to, the eﬀects of any contaminaƟon or injury to person, property or the environment created or suﬀered by Lessee, and the cost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/or abatement, and shall survive the expira Ɵon or terminaƟon of this Lease. No terminaƟon, cancellaƟon or release agreement entered into by Lessor and Lessee shall release Lessee from its obligaƟons under this Lease with respect to Hazardous Substances, unless speciﬁcally so agreed by Lessor in wri Ɵng at the Ɵme of such agreement. (e) Lessor IndemniﬁcaƟon.E x c e pt as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remedia Ɵon, 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 obliga Ɵons, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of inves ƟgaƟon, removal, remediaƟon, restoraƟon and/or abatement, and shall survive the expira Ɵon or terminaƟon of this Lease. (f) InvesƟgaƟons and RemediaƟons. Lessor shall retain the responsibility and pay for any inves ƟgaƟons or remediaƟon measures required by governmental enƟƟes having jurisdicƟon with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediaƟon measure is required as a result of Lessee's use (including "Altera Ɵons", as deﬁned in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully i n any such acƟviƟes at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's inves ƟgaƟve and remedial responsibiliƟes. (g) Lessor TerminaƟon OpƟon.I f a H a z a r d o us Substance CondiƟon (see Paragraph 9.3(a)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the inves ƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this Lease shall con Ɵnue in full force and eﬀect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's opƟon, either (i) invesƟgate and remediate such Hazardous Substance CondiƟon, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall con Ɵnue in full force and e ﬀect, or (ii) if Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 4 of 15
the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthly Base Rent or $100,000, whichever is greater, give wriƩen noƟce to Lessee, within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condi Ɵon, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such noƟce.

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 Ɵmely manner, materially comply with all Applicable Requirements, the requirements of any applicable ﬁre insurance underwriter or raƟng bureau, and the recommendaƟons of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in eﬀect or become eﬀecƟve aŌer the Start Date. Lessee shall , within 10 days aŌer receipt of Lessor's wriƩen request, provide Lessor with copies of all permits and other documents, and other informa Ɵon evidencing Lessee's compliance with any Applicable Requirements speci ﬁed by Lessor, and shall immediately upon receipt, noƟfy Lesso r in wriƟng (with copies of any documents involved) of any threatened or actual claim, noƟce, citaƟon, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.

6.4 InspecƟon; Compliance.L e s s or and Lessor's "Lender"( as deﬁned in Paragraph 30) and consultants authorized by Lessor shall have the righ t to enter onto Premises at any Ɵme in the case of an emergency, and otherwise at reasonable Ɵmes aŌer reasonable noƟce, for the purpose of inspec Ɵng and/or tesƟng the condiƟon of the Premises and/or for verifying compliance by Lessee with this Lease. The cos t of anys u ch inspecƟons shall be paid by Lessor, unless a violaƟon of Applicable Requirements, or a Hazardous Substance CondiƟon (see Paragraph 9.3(a)) is found to exist or be imminent, or the inspec Ɵon is requested or ordered by a governmental authority. I n such case, Lessee shall upon request reimburse Lessor for the cost of such inspecƟon, so long as such inspecƟon is reasonably related to the violaƟon or contaminaƟon. In addi Ɵon, Lessee shall provide copies of all relevant material safety data sheets ( MSDS) to Lessor within 10 days of the receipt of a wriƩen request therefor . Lessee acknowledges that any failure on its part to allow such inspecƟonso r tesƟng will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely di ﬃcult to ascertain. Accordingly, should the Lessee fail to allow such inspec Ɵons and/or tesƟng in a Ɵmely fashion the Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater for the remainder to the Lease. The Par Ɵes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspecƟon and/or tesƟng. Suc h increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.

7. Maintenance; Repairs; U Ɵlity InstallaƟons; Trade Fixtures and AlteraƟons.

7.1 Lessee's ObligaƟons.
(a) In General.S u b j e ct to the provisions of Paragraph 2.2 (CondiƟon), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's ObligaƟons), 9 (Damage or Destruc Ɵon), and 14 (CondemnaƟon), Lessee shall, at Lessee's sole expense, keep the Premises, in good order, condi Ɵon and repair (whether or not the need for such repairs occurs as ar e s u lt of Lessee's use, any prior use, the elements or the age of such porƟon of the Premises), including, but not limited to, plumbing, ligh Ɵng faciliƟes, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located on, or adjacent to, the Premises. Lessee , in keeping the Premises in good order, condiƟon and repair, shall exercisea nd perform good maintenance pracƟces, speciﬁcally including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obliga Ɵons shall include restoraƟons, replacements or renewals when necessary to keep the Premises and all improvements thereon or ap a rt thereof in good order, condiƟon and state of repair . Lessee shall, during the term of this Lease, keep the appearance of the Premises in a ﬁrstclass condiƟon (including, e.g. graﬃƟ removal). (b) Service Contracts. Lessee shall , at Lessee's sole expense, procure and maintain ac o n t r a c t, with copies to Lessor, in customary form and substance for, and with a contractor specializing and experienced in the maintenance of the landscaping and irriga Ɵon systems, However, Lessor reserves the right, upon noƟce to Lessee, to procure and maintain such service contract, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obliga Ɵons under this Paragraph 7.1, Lessor may enter upon the Premises a Ōer 10 days' prior wriƩen noƟce to Lessee (except in the case of a n emergency, in which case no noƟce shall be required), perform such obligaƟons on Lessee's behalf, and put the Premises in good order, condiƟon and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

7.2 Lessor's ObligaƟons. Subjec t to the provisions of Paragraphs 2.2 (CondiƟon), 2.3 (Compliance), 9( D a m a g e or DestrucƟon) and 14 (CondemnaƟon), it is intended by the ParƟes hereto that Lessor have no obliga Ɵon, in any manner whatsoever, to repair and maintain the Premises. It is the inten Ɵon of the ParƟes that the terms of this Lease govern the respecƟve obligaƟons of the ParƟes as to maintenance and repair of the Premises, and they expressly waive the beneﬁt of any statute now or hereaŌer in eﬀect to the extent it is inconsistent with the terms of this Lease.

7.3 UƟlity InstallaƟons; Trade Fixtures; AlteraƟons.
(a) DeﬁniƟons.T h e t e r m "UƟlity InstallaƟons" refers to security and ﬁre protecƟon systems, lighƟng ﬁxtures, plumbing, and fencing on the Premises.

The term "Trade Fixtures"s h a l lm e an Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "AlteraƟons" shall mean any modi ﬁcaƟon of the improvements, other than U Ɵlity InstallaƟons or Trade Fixtures, whether by addiƟon or deleƟon. " Lessee Owned AlteraƟons and/or UƟlity InstallaƟons"a r ed eﬁned as AlteraƟons and/or UƟlity InstallaƟons made by Lessee that are not yet owned by Lessor pursuant to Paragraph

7.4(a).
(b) Consent. Lessee shall no t make any AlteraƟons or UƟlity InstallaƟons to the Premises without Lessor's prior wriƩen consent. Lessee may , however, make nonstructural AlteraƟons or UƟlity InstallaƟons to the Premises without such consent but upon no Ɵce to Lessor, as long as the cumula Ɵve cost thereof during this Lease as extended does not exceed a sum equal to 3m o n t h 's Base Rent in the aggregate or as u m e q u a lto one month's Base Rent in any one year . Lessor may, as ap r e c o n d iƟon to granƟng such approval, require Lessee to u Ɵlize a contractor chosen and/or approved by Lessor. Any Altera Ɵons or UƟlity InstallaƟons that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in wriƩen form with detailed plans. Consen t shall be deemed condiƟoned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and speci ﬁcaƟons prior to commencement of the work, and (iii) compliance with all condiƟons of said permits and other Applicable Requirements in ap r o m pt and expediƟous manner .

Any AlteraƟons or UƟlity InstallaƟons shall be performed in a workmanlike manner with good and su ﬃcient materials. Lessee shall promptly upon comple Ɵon furnish Lessor with asbuilt plans and speciﬁcaƟons. Fo r work which costs an amount in excess of one month's Base Rent, Lessor may condiƟon its consent upon Lessee providing a lien and comple Ɵon bond in an amount equal to 150% of the es Ɵm a t e dc o s t o fs u c hA l t e r aƟon or UƟlity InstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor .
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against theP r e m i s es or any interest therein. Lessee shall give Lesso r not less than 10 days no Ɵce prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post no Ɵces of nonresponsibility. If Lessee shall contest the validity of any suc h 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 sa Ɵsfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish as u r e t y b o nd in an amount equal to 150% of the amoun t of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lesso r elects to parƟcipate in any such ac Ɵon, Lessee shall pay Lessor's a Ʃorneys' fees and costs.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 5 of 15

7.4 Ownership; Removal; Surrender; and RestoraƟon.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereina Ōer provided, all AlteraƟons and UƟlity InstallaƟons made by Lessee shall be the property of Lessee , but considered ap a rt of the Premises. Lesso r may, at any Ɵme, elect in wriƟng to be the owner of all or any speciﬁed part of the Lessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Altera Ɵons and UƟlity InstallaƟons shall, at the expiraƟon or terminaƟon of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of wri Ʃen noƟce from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned AlteraƟons or UƟlity InstallaƟons be removed by the expiraƟon or terminaƟon of this Lease. Lesso r may require the removal at any Ɵme of all or any part of any Lessee Owned Altera Ɵons or UƟlity InstallaƟons made without the required consent. (c) Surrender; RestoraƟon. Lessee shall surrende r the Premises by the ExpiraƟon Date or any earlier terminaƟon date, with all of the improvements , parts and surfaces thereof broom clean and free of debris, and in good opera Ɵng order, condiƟon and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioraƟon that would have been prevented by good maintenance pracƟce. Notwithstandin g the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condi Ɵon as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repai r any damage occasioned by the installaƟon, maintenance or removal of Trade Fixtures, Lessee owned AlteraƟons and/or UƟlity InstallaƟons, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee.

Lessee shall also 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 migra Ɵon from areas outside of the Premises) to the level speci ﬁed in Applicable Requirements. Trade Fixtures shall remain the property of Lessee an d shall be removed by Lessee. Any personal property of Lessee no t removed on or before the ExpiraƟon Date or any earlier terminaƟon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to Ɵmely vacate the Premise s pursuant to this Paragraph 7.4(c) without the express wriƩen consent of Lessor shall consƟtute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Payment of Premium Increases .
(a) Lessee shall pay t o Lessor any insurance cost increase ("Insurance Cost Increase") occurring during the term of this Lease. Insurance Cos t Increase is deﬁned as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereina Ōer deﬁned calculated on an annual basis.I n s u r a n c eC o st Increase shall include bu t not be limited to increases resulƟng 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 valuaƟon of the Premises and/or a premium rate increase. The par Ɵes are encouraged to ﬁll in the Base Premium in paragraph 1.8 with a reasonable premium for such insurance based on the Agreed Use of the Premises. If the par Ɵes fail to insert ad o l l ar amount in Paragraph 1.8, then the Base Premium shall be the lowes t annual premium reasonably obtainable fo r the required insurance as of the commencement of the Original Term for the Agreed Use of the Premises. In no event, however, shall Lessee be responsible for any porƟon of the increase i n the premium cost aƩributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. (b) Lessee shall pay any such Insurance Cost Increase to Lessor within 30 days a Ōer receipt by Lessee of a copy of the premium statement or other reasonable evidence of the amoun t due. If the insurance policie s maintained hereunder cover other property besides the Premises, Lessor shall also deliver to Lessee a statement of the amount of such Insurance Cost Increase a Ʃributable only to the Premises showing in reasonable detail the manner in which such amount was computed.P r e m i u ms for policy periods commencing prior to, or extending beyond the term of this Lease, shall be prorated to correspond to the term of thi s Lease.

8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtai n and keep in force a Commercial General Liability policy of insurance protec Ɵng Lessee and Lessor as an addiƟonal insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maint enance of the Premises and all areas appurtenant thereto. Suc h insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an addi Ɵonal insured by means of an endorsement at least as broad as the Insurance Service OrganizaƟon's "AddiƟonal InsuredManagers or Lessors of Premises" Endorsement. The policy shall no t contain any intrainsured exclusions as between insured persons or organizaƟons, but shall include coverage for liability assumed under this Lease as an " insured contract" for the performance of Lessee's indemnity obligaƟons under this Lease. The limit s of said insurance shall not, however, limit thel i a b i l i t yo fL e s s e en or relieve Lessee of any obligaƟon 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 s imilar insurance carried by Lessor, whose insurance shall be considere d excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addiƟon to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall no t be named as an addiƟonal insured therein.

8.3 Property Insurance Improvements and Rental Value. (a) Improvements.T h e I n s u r i ng Party shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any groundlessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of t he Premises, as the same shall exist from Ɵme to Ɵme, or the amount required by any Lender, but in no event more than the commercially reasonable an d available insurable value thereof. Lessee Owned Altera Ɵons and UƟlity InstallaƟons, Trade Fixtures, and Lessee's personal property shall be insured by Lessee and not by Lessor . If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of ﬂood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of an y Applicable Requirements requiring the upgrading, demoliƟon, reconstrucƟon or replacement of any porƟon of the Premises as the result of a covered loss. Sai d policy or policies shall also contain an agreed valua Ɵon provision in lieu of any coinsurance clause, waiver of subroga Ɵon, and inﬂaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deducƟble clause, the deducƟble amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deducƟble amount in the event of an Insured Loss. (b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an addiƟonal 180 days ("Rental Value insurance"). Sai d insurance shall contain an agreed valuaƟon provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to re ﬂect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable fo r any deducƟble amount in the event of such loss. (c) Adjacent Premises. If the Premises are part of a larger property owned by Lessor , the Lessee shall pay for any increase in the premiums for the property insurance of such adjacent property if said increase is caused by Lessee's acts, omissions,u s e or occupancy of the Premises.

8.4 Lessee's Property; Coverage; Worker's CompensaƟon Insurance. (a) Property Damage. Lessee shall obtai n and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned AlteraƟons and UƟlity InstallaƟons. Such insurance shall be full replacement cost coverage with a deduc Ɵble of not to exceed $1,000 per occurrence. The proceeds Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 6 of 15
from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Worker's CompensaƟon Insurance. Lessee shall obtain and maintain Worker's Compensa Ɵon Insurance in such amount as may be required by Applicable Requirements. Suc h policy shall include a "Waiver of SubrogaƟon" endorsement. Lessee shall provide Lesso r with ac o p yo fs u ch endorsement along with the cerƟﬁcate of insurance or copy of the policy required by paragraph 8.5. (c) No RepresentaƟon of Adequate Coverage. Lesso r makes no representaƟon that the limits or forms of coverage of insurance speciﬁed herein are adequate to cover Lessee's property, business operaƟons or obligaƟons under this Lease.

8.5 Insurance Policies. Insurance require d herein shall be by companies maintaining during the policy term a "General Policyholders RaƟng" of at least A,V I I, as set forth in the most current issue of "Best's Insurance Guide", or such other ra Ɵng as may be required by a Lender . Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall , prior to the Start Date, deliver to Lessor cerƟﬁed copies of policies of such insurance or cerƟﬁcates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or s ubject to modiﬁcaƟon except aŌer 30 days prior wriƩen noƟce to Lessor. Lessee shall , at least 10 days prior to the expiraƟon of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to L essee, which amount shall be payable by Lessee to Lessor upon demand. Suc h policies shall be for at e r mo fat 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 req uired to, procure and maintain the same.

8.6 Waiver of SubrogaƟon. Without a ﬀecƟng any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their en Ɵre right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The eﬀect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deduc Ɵbles applicable hereto. The Par Ɵes agree to hav e their respecƟve property damage insurance carrier s waive any right to subrogaƟon that such companies may have against Lessor or Lessee, as t h ec a s em a yb e, so long as the insurance is not invalidated thereby.

8.7 Indemnity.E x c e pt for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgment s, penalƟes, aƩorneys' and consultants' fees, expenses and/or liabiliƟes arising out of, involving, or in connecƟon with, aB r e a ch of the Lease by Lessee and/o r the use and/or occupancy of the Premises and/or Project by Lessee and/or b y Lessee's employees, contractors or invitees. If any ac Ɵon or proceeding is brought against Lessor by reason of any of the foregoing maƩers, Lessee shall upon noƟce defend the same at Lessee's expense by counsel reasonably saƟsfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lesso r need not have ﬁrst paid any such claim in order to be defended or indemniﬁed.

8.8 ExempƟon 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 unde r any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premi ses, from any cause, (ii) any damages arising from any act or neglect of any o ther tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or proﬁt therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to ﬁle a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potenƟally 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 porƟon thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or cer Ɵﬁcates evidencing the existence of the required insurance, the Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater . The par Ɵes agree that such increase in Base Rent represents fair and reasonable compensa Ɵon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Suc h increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintain s u c h i n s u r a n c e ,p r e v e n tt h ee x e r c i s eo fa n yo ft h eo t h e rr i g h t sa n dr e m e d i esg r a n t e d hereunder, nor relieve Lessee of its obligaƟon to maintain the insurance speciﬁed in this Lease.

9. Damage or Destruc Ɵon.

9.1 Insured Loss. If the improvement s on the Premises are damaged and such damage is an Insured Loss, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Altera Ɵons and UƟlity InstallaƟons) as soon as reasonably possible and this Lease shall con Ɵnue in full force and eﬀect; provided, however, that Lessee shall, at Lessor's elecƟon, make the repair of any damage o r destrucƟon the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding t he foregoing, if the required insurance was not in force or the insurance proceeds are not suﬃcient to eﬀect such repair, the Insuring Party shall promptly contribute the shortage i n proceeds (except as to the deducƟble 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 obligaƟon to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises.

9.2 Uninsured Loss. If the improvement s on the Premises are damaged and such damage is not an Insured Loss, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at L essor's expense, in which event this Lease shall conƟnue in full force and eﬀect, or (ii) terminate this Lease by givin g wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such damage. Such termina Ɵon shall be eﬀecƟve 60 days following the date of such no Ɵce.

9.3 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event the improvements on the Premises are damaged or a Hazardous Substance Condi Ɵon for which Lessee is not responsible under this Lease occurs ('Hazardous Substance CondiƟon' shall mean the occurrence or discovery of a condiƟon involving the presence of, or ac o n t a m i n aƟon by, a Hazardous Substance on or under the Premises which requires remedia Ɵon), the Rent payable by Lessee for the period required for the repair, remedia Ɵon or restoraƟon of such damage shall be abated in proporƟon to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obliga Ɵons of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destrucƟon, remediaƟon, repair or restoraƟon except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substan Ɵal and meaningful way, such repair or restoraƟon within 90 days aŌer such obligaƟon shall accrue, Lessee may, at any Ɵme prior to thec o m m e n c e m e nt of such repair or restoraƟon, give wriƩen noƟce to Lessor and to any Lenders of which Lessee has actual no Ɵce, of Lessee's elecƟon to terminate this Lease on a date not less than 60 days following the giving of such noƟce. If Lessee give s such noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer, this Lease shall terminate as of the date speciﬁed in said noƟce. If the repair or restora Ɵon is commenced within such 30 days, this Lease shall con Ɵnue in full force and e ﬀect. " Commence"s h a l lm e a ne i t h e rt h e uncondiƟonal authorizaƟon of the preparaƟon of the required plans, or the beginning of the actual work o n the Premises, whichever ﬁrst occurs.

9.4 TerminaƟon; Advance Payments. Upon termina Ɵon of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 7 of 15
concerning advance Base Rent and any other advance payments made by Lessee to Lessor . Lessor shall, in addiƟon, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor .

9.5 Waive Statutes. Lesso r and Lessee agree that the terms of this Lease shall govern the eﬀect of any damage t o or destrucƟon of the Premises with respect to the terminaƟon of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

10.1 DeﬁniƟon. As used herein, the term " Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, o r rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any aut hority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxe s 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 c hange in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessort o Lessee pursuant to this Lease.

10.2 Payment of Taxes. Lessor shall pay the Real 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"). Paymen t of any such Tax Increase shall be made by Lessee to Lessor within 30 days a Ōer receipt of Lessor's wri Ʃen statement seƫng forth the amount due and computaƟon thereof. If any suc h taxes shall cover any period of Ɵme prior to or aŌer the expiraƟon or terminaƟon of this Lease, Lessee's share of such taxes shall be prorated to cover only that porƟon of the tax bill applicable to the period that this Lease is in e ﬀect. In the event lessee incurs a late charge on any Rent payment, Lessor may esƟmate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly i n advance with the payment of the Base Rent. Such monthly payment shall be an amount equal to the amount of the es Ɵmated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. Whe n the actual amount of the applicable 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 insu ﬃcient to pay the Tax Increase when due, Lessee shall pay Lessor, upon demand, such addiƟonal sums as are necessary to pay such obligaƟons. Advance payment s may be intermingled with other moneys of Lessor and shall not bear intere st. In the event of a Breach by Lessee in the performance of its obliga Ɵons under this Lease, then any such advance payments may be treated by Lessor as an addiƟonal Security Deposit.

10.3 AddiƟonal Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the en Ɵrety of any increase in Real Property Taxes assessed by reason of AlteraƟons or UƟlity InstallaƟons placed upon the Premises by Lessee or at Lessee's request or by reason of any alteraƟons or improvements to the Premises made by Lessor subsequent to the execuƟon of this Lease by the Par Ɵes.

10.4 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable propor Ɵon of the Tax Increase for all of the land and improvements included within the tax parcel assessed, such proporƟon to be conclusively determined by Lessor from the respecƟve valuaƟons assigned in the assessor's work sheets or such other informa Ɵon as may be reasonably available.

10.5 Personal Property Taxes. Lessee shall pay , prior to delinquency, all taxes assessed against and levied upon Lessee Owned AlteraƟons, UƟlity InstallaƟons, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Altera Ɵons and UƟlity InstallaƟons, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee' s said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes a Ʃributable to Lessee's property within 10 days a Ōer receipt of a wriƩen statement seƫng forth the taxes applicable to Lessee's property.

11. U ƟliƟes and Services.

11.1 Lessee shall pay fo r all water, gas, heat, light, power, telephone, trash disposal and other uƟliƟes and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable propor Ɵon, to be determined by Lessor, of all charges jointly metered or billed. There shall be n o abatement of rent and Lessor shall not be liable in anyr e s p e ct whatsoever for the inadequacy, stoppage, interrupƟon or disconƟnuance of any uƟlity or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons.

11.2 Within ﬁŌeen days of Lessor's wriƩen request, Lessee agrees to deliver to Lessor such informa Ɵon, documents and/or authorizaƟon as Lessor needs in order for Lessor to comply with new or exisƟng Applicable Requirements relaƟng to commercial building energy usage, raƟngs, and/or the reporƟng thereof.

12. Assignment and Suble ƫng.

12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by opera Ɵon of law assign, transfer, mortgage or encumber (collecƟvely, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior wriƩen consent. (b) Unless Lessee is a corpora Ɵon and its stock is publicly traded on a na Ɵonal stock exchange, a change in the control of Lessee shall cons Ɵtute an assignment requiring consent. The transfer , on a cumulaƟve basis, of 25% or more of the vo Ɵng control of Lessee shall cons Ɵtute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transac Ɵon, or series of transacƟons (by way of merger, sale, acquisiƟon, ﬁnancing, transfer, leveraged buyout or otherwise), whether or not af o r m a l a s s i g n m e nt or hypothecaƟon of this Lease or Lessee's assets occurs, which results or will result in ar e d u cƟon of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the Ɵme of the execuƟon of this Lease or at the Ɵme of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transacƟon or transacƟons consƟtuƟng such reducƟon, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. " Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounƟng principles. (d) An assignment or suble ƫng without consent shall, at Lessor's op Ɵon, be a Default curable aŌer noƟce per Paragraph 13.1(d), or a non curable Breach without the necessity of any no Ɵce and grace period. If Lesso r elects to treat such unapproved assignment or subleƫng as an oncurable Breach, Lessor may either:
(i) terminate this Lease, or (ii) upon 30 days wri Ʃen noƟce, increase the monthly Base Rent to 110% of the Base Rent then in e ﬀect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any op Ɵon 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 nonﬁxed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunc Ɵve relief. (f) Lesso r may reasonably withhold consent to ap r o p o s ed assignment or subleƫng if Lessee is in Default at the Ɵme consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis por Ɵon of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connecƟon with the installaƟon of a vending machine or payphone shall not consƟtute a subleƫng.

12.2 Terms and CondiƟons Applicable to Assignment and Suble ƫng. (a) Regardles s of Lessor's consent, no assignment or subleƫng shall: (i) be e ﬀecƟve without the express wriƩen assumpƟon by such assignee or Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 8 of 15
sublessee of the obligaƟons of Lessee under this Lease, (ii) release Lessee of any obligaƟons hereunder, or (iii) alter the primary liability of Lessee fo r the payment of Rent or for the performance of any other obliga Ɵons to be performed by Lessee. (b) Lesso r may accept Rent or performance of Lessee's obligaƟons from any person other than Lessee pending approval or disapproval of an assignment.

Neither a delay in the approval or disapproval of such assign ment nor the acceptance of Rent or performance shall cons Ɵt u t ea w a i v e ro re s t o p p e l o fL e s s o r ' sr i g h tt o exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assignment or suble ƫng shall not cons Ɵtute a consent to any subsequent assignment or suble ƫng. (d) I n 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 obligaƟons under this Lease, including any assignee or sublessee, without ﬁrst exhausƟng Lessor's remedies against any other person or enƟty responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or suble ƫng shall be in wriƟng, accompanied by informaƟon relevant to Lessor's determinaƟon as to the ﬁnancial and operaƟonal responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modiﬁcaƟon of the Premises, if any, together with a fee of $500 as considera Ɵon for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or addiƟonal informaƟon and/or documentaƟon as may be reasonably requested. (See als o Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accep Ɵng such assignment, entering into such sublease, or entering into possession of the Premises or any porƟon thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condiƟon and obligaƟon herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obliga Ɵons as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has speciﬁcally consented to in wriƟng. (g) Lessor's consent to any assignment or suble ƫng shall not transfer to the assignee or sublessee any Op Ɵon granted to the original Lessee by this Lease unless such transfer is speciﬁcally consented to by Lessor in wriƟng. (See Paragrap h 39.2)

12.3 AddiƟonal Terms and CondiƟons Applicable to Suble ƫng. The following terms and condi Ɵons shall apply to any suble ƫng by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and appl y same toward Lessee's obligaƟons under this Lease; provided, however, that unƟlaB r e a ch shall occur in the performance of Lessee's obligaƟons, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obliga Ɵons 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 collecƟono fR e n t, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligaƟons to such sublessee. Lessee hereby irrevocably authorize s and directs any such sublessee, upon receipt of a wriƩen noƟce from Lessor sta Ɵng that a Breach exists in the performance of Lessee's obliga Ɵons under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upo n any such noƟce from Lessor and shall pay all Rents to Lessor without any obligaƟon or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) I n the event of a Breach by Lessee, Lessor may, at its opƟon, require sublessee to aƩorn to Lessor, in which event Lessor shall undertake the obligaƟons of the sublessor under such sublease from the Ɵm eo ft h ee x e r c i s eo fs a i do pƟon to the expiraƟon 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 ma Ʃer requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) N o sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior wriƩen consent. (e) Lessor shall deliver a copy of any no Ɵce 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 noƟce. The sublessee shall have a righ t of reimbursement and oﬀset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach.A" Default"i sd eﬁned as a failure by the Lessee to comply with or perform any of the terms, covenants, condi Ɵons or Rules and RegulaƟons under this Lease. A " Breach"i s deﬁned as the occurrence of one o r more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonmen t of the Premises; the vaca Ɵng of the Premises prior to the expiraƟon or terminaƟon of this Lease without providing ac o m m e r c i a l l y reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or withou t providing reasonable assurances to minimize potenƟal vandalism; or failure to deliver to Lessor exclusive possession of the enƟre Premises in accordance herewith prior to the expiraƟon or terminaƟon of this Lease.
(b) The failure of Lessee t o make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to at h i rd party, when due, to provide reasonable evidence of insurance or surety bond, or to ful ﬁll any obligaƟon under this Lease which endangers or threatens life or property, where such failure conƟnues for ap e r i od of 3 business days following wriƩen noƟce to Lessee. THE ACCEPTANCE BY LESSO R OF A PARTIAL PAYMENT OF

RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents acc ess to the Premises or the commission of waste, act or acts cons ƟtuƟng public or private nuisance, and/or an illegal acƟvity on the Premises by Lessee, where such acƟons conƟnue for ap e r i od of 3 business days following wriƩen noƟce to Lessee. I n the event that Lessee commits waste, a nuisance or an illegal ac Ɵvity a second Ɵme then, the Lessor may elect to treat such conduct as a non curable Breach rather than a Default.
(d) The failure by Lessee to provide (i) reasonable wri Ʃen evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subleƫng, (iv) an Estoppel CerƟﬁcate or ﬁnancial statements, (v) a requested subordinaƟon, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documenta Ɵon or informaƟon which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure conƟnues for ap e r i od of 10 days following wriƩen noƟce to Lessee.
(e) A Defaul t by Lessee as to the terms, covenants, condiƟons or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default con Ɵnues for a period of 30 days a Ōer wriƩen noƟce; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and therea Ōer diligently prosecutes such cure to comple Ɵon. (f) The occurrence of any of the followin g events: (i) the makin g of any general arrangement or assignment for the beneﬁt of creditors; (ii) becoming a "debtor"a s d eﬁned in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a pe ƟƟon ﬁled against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substanƟally 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 a Ʃachment, execuƟon or other judicial seizure of substan Ɵally all of Lessee's assets located at the Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 9 of 15
Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days;p r o v i d e d, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or e ﬀect, and not aﬀect the validity of the remaining provisions. (g) The discovery tha t any ﬁnancial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obliga Ɵons under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termina Ɵon of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy ﬁling, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obliga Ɵon on an anƟcipatory basis, and Lessee's failure, within 60 days following wriƩen noƟce of any suc h event, to provide wriƩen alternaƟve assurance or security, which, when coupled with the then exisƟng resources of Lessee, equals or exceeds the combined ﬁnancial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟon of this Lease.

13.2 Remedies. If Lessee fail s to perform any of its aﬃrmaƟve duƟes or obligaƟons, within 10 days aŌer wriƩen noƟce (or in case of an emergency, without noƟce), Lessor may, at its opƟon, perform such duty or obliga Ɵon 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 t o Lessor an amount equal to 115% of the cost s and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further no Ɵce or demand, and without limi Ɵng Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful mean s, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor . In such event Lessor shall be enƟtled to recover from Lessee: (i) the unpai d Rent which had been earned at the Ɵme of terminaƟon; (ii) the worth at the Ɵme of award of the amount by which the unpaid rent which would have been earned a Ōer terminaƟon unƟlt h eƟme of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the wo rth at the Ɵme of award of the amount by which the unpaid rent for the balance of the term a Ōer the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligaƟons under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of rele ƫng, including necessary renovaƟon and alteraƟon of the Premises, reasonable aƩorneys' fees, and that porƟon of any leasing commission paid by Lessor in connecƟon with this Lease applicable to the unexpired term of this Lease. The worth at the Ɵme of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounƟng such amount at the discount r a t e o f t h eF e d e r a l R e s e r v eB a n ko f t h eD i s t r i ct within which the Premises are located at the Ɵme of award plus one percent. E ﬀorts by Lessor to mi Ɵgate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise enƟtled. If termina Ɵon 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 ther i g ht to recover all or any part thereof in as e p a r a t e s u i t . I fa noƟce and grace period required under Paragraph 13.1 was not previously given, a no Ɵce to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also consƟtute the noƟce required by Paragraph 13.1. I n 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 cons Ɵtute both an unlawful detainer and aB r e a ch of this Lease enƟtling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Con Ɵnue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitaƟons. Act s of maintenance, eﬀorts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not consƟtute a terminaƟon of the Lessee's right to possession.
(c) Pursue any othe r remedy now or hereaŌer available under the laws or judicial decisions of the state wherein the Premises are located. The expira Ɵon or terminaƟon of this Lease and/or the termina Ɵon of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to maƩers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideraƟon for Lessee's entering into this Lease, all of which concessions are hereinaŌer referred to as "Inducement Provisions," shall be deemed condi Ɵoned upon Lessee's full and faithful performance of all of the terms, covenants and condiƟons of this Lease. Upo n Breach of this Lease by Lessee, any such Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or eﬀect, and any rent, other charge, bonus, inducement or considera Ɵon 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 b y Lessor of rent or the cure of the Breach which ini Ɵated the operaƟon of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless speciﬁcally so stated in wriƟng by Lessor at the Ɵme 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. Suc h costs include, but are not limited to, processing and accounƟng charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days a Ōer such amount shall be due, then, without any requirement for noƟce to Lessee, Lessee shall immediately pay t o Lessor ao n eƟme late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Par Ɵes hereby agree that such late charge represents a fair and reasonable es Ɵmate of the costs Lessor will incur by reason of such late payment.

Acceptance of such late charge by Lessor shall in no event consƟtute 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 consecuƟve installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's opƟon, become due and payable quarterly in advance.

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

13.6 Breach by Lessor.
(a) NoƟce of Breach. Lesso r shall not be deemed in breach of this Lease unless Lessor fails within a reasonable Ɵme to perform an obligaƟon required to be performed by Lessor. For purposes of this Paragraph, a reasonable Ɵme shall in no event be less than 30 days a Ōer receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in wriƟng for such purpose, of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided, however, that if the nature of Lessor's obligaƟon is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaŌer diligently pursued to compleƟon. (b) Performance by Lessee on Behalf of Lessor . In the event that neither Lessor nor Lender cures said breach within 30 days a Ōer receipt of said no Ɵce, or if having commenced said cure they do not diligently pursue it to compleƟon, 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 o ﬀset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such oﬀset. Lessee shall documen t the cost of said cure and supply said documenta Ɵon to Lessor.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 10 of 15

14. CondemnaƟon. If the Premises or any porƟon thereof are taken under the power of eminent domain or sold under the threat of the exercise of sai d power (collecƟvely "CondemnaƟon"), this Lease shall terminate as to the part taken as of the date the condemning authority takes Ɵtle or possession, whichever ﬁrst occurs.

If more than 25% of the Premises, is taken by CondemnaƟon, Lessee may, at Lessee's opƟon, to be exercised in wriƟng within 10 days aŌer Lessor shall have given Lessee wriƩen noƟce of such taking (or in the absence of such no Ɵce, within 10 days a Ōer the condemning authority shall have taken possession) terminate this Lease as of the date the condemnin g authority takes such possession. If Lessee doe s not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and eﬀect as to the por Ɵon of the Premises remaining, except that the Base Rent shall be reduced in propor Ɵon to the reducƟon in uƟlity of the Premises caused by such CondemnaƟon. Condemna Ɵon awards and/or payments shall be the property of Lessor, whether such award shall be made a s compensaƟon for diminuƟon in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be en Ɵtled to any compensaƟon paid by the condemnor for Lessee's relocaƟon 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 Altera Ɵons and UƟlity InstallaƟons made to the Premises by Lessee, for purposes of Condemna Ɵon only, shall be considered the property of the Lessee an d Lessee shall be enƟtled to any and all compensaƟon which is payable therefor. I n the event that this Lease is not terminated by reason of the CondemnaƟon, Lessor shall repair any damage to the Premises caused by such Condemna Ɵon.

15. Brokerage Fees.

15.1 AddiƟonal Commission .I na d d iƟon to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Op Ɵon, (b) if Lessee or anyone aﬃliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in po ssession of the Premises, with the consent of Lessor, a Ōer the expiraƟon of this Lease, or (d) if Base Rent is increased, whether by agreement or operaƟon of an escalaƟon clause herein, then, Lessor shall pay Brokers af e ein accordance with the fee schedule of the Brokers in eﬀect at the Ɵme the Lease was executed. The provisions of this paragraph are intende d to supersede the provisions of any earlier agreement to the contrary.

15.2 AssumpƟon of ObligaƟons. Any buye r or transferee of Lessor's interest in this Lease shall be deeme d to have assumed Lessor's obligaƟon hereunder.

Brokers shall be third party beneﬁciaries of the provisions of Paragraphs 1.9, 15, 22 and 31.

15.3 RepresentaƟons and IndemniƟes of Broker RelaƟonships. Lessee an d Lessor each represent and warrant to the other that it has had no dealings with any person, ﬁrm, broker, agent or ﬁnder (other than the Brokers and Agents, if any) in connec Ɵon with this Lease, and that no one other than said named Brokers and Agents is enƟtled to any commission or ﬁnder's fee in connecƟon herewith. Lessee an d Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensaƟon or charges which may be claimed by any such unnamed broker , ﬁnder or other similar party by reason of an y dealings or acƟons of the indemnifying Party, including any costs, expenses, aƩorneys' fees reasonably incurred with respect thereto.

16. Estoppel CerƟﬁcates.
(a) Each Party (as " Responding Party") shall within 10 days a Ōer wriƩen noƟce from the other Party (the " RequesƟng Party") execute, acknowledge and deliver to the RequesƟng Party a statement in wriƟng in form similar to the then most current "Estoppel CerƟﬁcate" form published by AIR CRE, plus such addiƟonal informaƟon, conﬁrmaƟon and/or statements as may be reasonably requested by the Reques Ɵng Party. (b) If the Respondin g Party shall fail to execute or deliver the Estoppel CerƟﬁcate within such 10 day period, the RequesƟng Party may execute an Estoppel CerƟﬁcate staƟng that: (i) the Lease is in full force and e ﬀect without modiﬁcaƟon except as may be represented by the RequesƟng Party, (ii) there are no uncured defaults in the RequesƟng Party's performance, and (iii) if Lessor is the RequesƟng Party, not more than one month's rent has been paid in advance.

ProspecƟve purchasers and encumbrancers may rely upon the RequesƟng Party's Estoppel Cer Ɵﬁcate, and the Responding Party shall be estopped from denying the truth of the facts contained in said CerƟﬁcate. I n addiƟon, Lessee acknowledges that any failureo n its part to provide such an Estoppel CerƟﬁcate will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely di ﬃcult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel CerƟﬁcate in a Ɵmely fashion the monthly Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exis Ɵng Base Rent or $100, whichever is greater for remainder of the Lease. The Par Ɵes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel CerƟﬁcate. Such increase in Base Rent shall in no event cons Ɵtute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel CerƟﬁcate nor prevent the exercise of any of the othe r rights and remedies granted hereunder. (c) If Lessor desires to ﬁnance, reﬁnance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days a Ōer wriƩen noƟce from Lessor deliver to any potenƟal 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 ﬁnancial statements for the past 3 years. All such ﬁnancial statements shall be received by Lessor and such lender or purchaser in conﬁdence and shall be used only for the purposes herein set forth.

17. De ﬁniƟon of Lessor. The term "Lessor"a su s e dh e r e i ns h a l lm e a nt h eo w n e ro ro w n e r sa tt h eƟme in quesƟon of the fee Ɵtle to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. I n the event of a transfer of Lessor's Ɵtle or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit he ld by Lessor . Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligaƟons and/or covenants under this Lease thereaŌer to be performed by the Lessor.

Subject to the foregoing, the obligaƟons and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove de ﬁned.

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

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

20. Limita Ɵon on Liability. The obligaƟons of Lessor under this Lease shall not cons Ɵtute personal obligaƟons 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 saƟsfacƟon of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, o ﬃcers or shareholders, or any of their personal assets for such sa ƟsfacƟon.

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

22. No Prior or Other Agreements; Broker Disclaimer . This Lease contains all agreements between the Par Ɵes with respect to any ma Ʃer menƟoned herein, and no other prior or contemporaneous agreement or understanding shall be eﬀecƟve. Lesso r and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own invesƟgaƟon 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. Broker s have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. No Ɵces.

23.1 NoƟce Requirements.A l l n oƟces required or permiƩed by this Lease or applicable law shall be in wriƟng and may be delivered in person (by hand or by Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 11 of 15
courier) or may be sent by regular, cerƟﬁed or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed suﬃciently given if served in a manner speci ﬁed in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of noƟces. Eithe r Party may by wriƩen noƟce to the other specify a diﬀerent address for noƟce, except that upon Lessee's taking possession of the Premises, the Premises shall cons Ɵtute Lessee's address for no Ɵce. A copy of all no Ɵces to Lessor shall be concurrently transmi Ʃed to such party or parƟes at such addresses as Lessor may from Ɵme to Ɵme hereaŌer designate in wriƟng.

23.2 Date of NoƟce.A n y n oƟce sent by registered or cerƟﬁed 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 sen t by regular mail the noƟce shall be deemed given 72 hours aŌer the same is addressed as required herein and mailed with postage prepaid. No Ɵces delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours aŌer delivery of the same t o the Postal Service or courier. No Ɵces delivered by hand, or transmiƩed by facsimile transmission or by email shall be deemed delivered upon actual receipt. If no Ɵce is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

23.3 OpƟons. Notwithstanding the foregoing, in order to exercise any OpƟons (see paragraph 39), the NoƟce must be sent by CerƟﬁed Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the da te the noƟce was received by the Lessor.

24. Waivers.
(a) N o waiver by Lessor of the Default or Breach of any term, covenant or condiƟon hereof by Lessee, shall be deemed aw a i v er of any other term, covenant or condiƟon hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condi Ɵon hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Ren t by Lessor shall not be a waiver of any Default or Breach by Lessee. Any paymen t by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or condi Ɵons made by Lessee in connec Ɵon therewith, which such statements and/or condiƟons shall be of no force or eﬀect whatsoever unless speciﬁcally agreed to in wriƟng by Lessor at or before the Ɵme 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 Rela Ɵonship. (a) Whe n entering into a discussion with ar e a l e s t a t ea g e nt regarding ar e a l e s t a t et r a n s a cƟon, aL e s s or or Lessee should from the outset understand what type of agency rela Ɵonship or representaƟon it has with the agent or agents in the transacƟon. Lesso r and Lessee acknowledge being advised by the Brokers in this transacƟon, as follows:
(i) Lessor's Agent. A Lessor' s agent under al i sƟng agreement with the Lessor acts as the agent for the Lessor only. A Lessor' s agent or subagent has the following aﬃrmaƟve obligaƟons: 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 ) D i l i g e nt exercise of reasonable skills and care in performance of the agent's duƟes. (b) A duty of hones t and fair dealing and good faith. (c) A duty t o disclose all facts known to the agent materially a ﬀecƟng the value or desirability of the property that are not known to, or within the diligent a ƩenƟon and observaƟon of, the ParƟes. A n agent is not obligated to reveal to either Party any conﬁdenƟal informaƟon obtained from the other Party which does not involve the aﬃrmaƟve duƟes set forth above.
(ii) Lessee's Agent.A n agent can agree to act as agent for t h eL e s s e eo n l y . In these situaƟons, the agent is not the Lessor's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Lessor . An agent ac Ɵng only for a Lessee has the following aﬃrmaƟve obligaƟons. To the Lessee:A ﬁduciary duty of utmos t care, integrity, honesty, andl o y a l t yin dealings with the Lessee. To the Lessee and the Lessor:( a ) Diligent exercise of reasonable skills and care in performance of the agent's du Ɵes. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially aﬀecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes.

An agent is not obligated to reveal to either Party any con ﬁdenƟal informaƟon obtained from the other Party which does not involve the a ﬃrmaƟve duƟes set forth above.
(iii) Agent RepresenƟng Both Lessor and Lessee. A real estate agent, either ac Ɵng directly or through one or more associate licensees, can legally be the agent of both the Lessor and the Lessee in at r a n s a cƟon, but only with the knowledge and consent of both the Lessor and the Lessee. I n a dual agency situaƟon, the agent has the following a ﬃrmaƟve obligaƟons 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) Othe r duƟes to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). I n represenƟng both Lessor and Lessee, the agent may not, without the express permission of the respec Ɵve Party, disclose to the other Party conﬁdenƟal informaƟon, including, but not limited to, facts rela Ɵng to either Lessee's or Lessor's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact rent, including Lessor's willingness to accept a rent less than the lis Ɵng rent or Lessee's willingness to pay rent greater than the rent o ﬀered. The above du Ɵes of the agent in a real estate transac Ɵon do not relieve a Lessor or Lessee from the responsibility t o protect their own interests. Lesso r and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transacƟon. A real estate agent is a person quali ﬁed to advise about real estate. If legal or tax advice is desired, consult ac o m p e t e nt professional. Bot h Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (b) Broker s have no responsibility with respect to any default or breach hereof by either Party. The Par Ɵes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission rela Ɵng to this Lease may be brought against Broker more than one year a Ōer the Start Date and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker .
(c) Lessor and Lessee agree to iden Ɵfy to Brokers as "ConﬁdenƟal" any communicaƟon or informaƟon given Brokers that is considered by such Party to be conﬁdenƟal.

26. No Right To Holdover . Lessee has no right to retain possession of the Premises or any part thereof beyond the expira Ɵon or terminaƟon of this Lease. At or prior to the expiraƟon or terminaƟon of this Lease Lessee shall delive r exclusive possession of theP r e m i s es to Lessor . For purposes of this provision and Paragraph

13.1(a), exclusive possession shall mean that Le ssee shall have vacated the Premises, removed all of its personal property therefrom and that the Pre mises have been returned in the condiƟon speciﬁed in this Lease. I n the event that Lessee does not deliver exclusive possession to Lessor as speciﬁed above, then Lessor's damages during any holdover period shall be computed at the amount of the Rent (as de ﬁned in Paragraph 4.1) due during the last full month before the expira Ɵon or terminaƟon of this Lease (disregarding any temporary abatement of Rent that may have been in eﬀect), but with Base Rent being 150% of the Base Rent payable during such last full month. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 12 of 15

27. CumulaƟve Remedies. No remedy or elecƟon hereunder shall be deemed exclusive but shall, wherever possible, be cumulaƟve with all other remedies at law or in equity.

28. Covenants and CondiƟons; ConstrucƟon of Agreement. All provisions of this Lease to be observed or performed by Lessee are bot h covenants and condiƟons.

In construing this Lease, all headings and Ɵtles are for the convenience of the Par Ɵes only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural an d vice versa. Thi s Lease shall not be construed as if prepared by one of the Par Ɵes, but rather according to its fair meaning as a whole, as if both Par Ɵes had prepared it.

29. Binding Eﬀect; Choice of Law. This Lease shall be binding upon the ParƟes, their personal representaƟves, successors and assigns and be governed by the laws of the State in which the Premises are located. Any li ƟgaƟon between the ParƟes hereto concerning this Lease shall be ini Ɵated in the county in which the Premise s are located. Signature s to this Lease accomplished by means of electronic signature or similar technology shall be legal an d binding.

30. Subordina Ɵon; AƩornment; NonDisturbance.

30.1 SubordinaƟon.T h is Lease and any OpƟon granted hereby shall be subjec t and subordinate to anyg r o u nd lease, mortgage, deed of trust, or other hypothecaƟon or security device (collec Ɵvely, "Security Device"), now or herea Ōer placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modiﬁcaƟons, and extensions thereof. Lessee agree s that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligaƟon to perform any of the obliga Ɵons of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Op Ɵon granted hereby superior to the lien of its Security Device by giving wriƩen noƟce thereof to Lessee, whereupon this Lease and such OpƟons shall be deemed prior to such Security Device, notwithstanding the rela Ɵve dates of the documentaƟon or recordaƟon thereof.

30.2 AƩornment.I n the event that Lessor transfers Ɵtle to the Premises, or the Premises are acquired by another upon the foreclosure or terminaƟon of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non disturbance provisions of Paragraph 30.3, aƩorn to such new owner, and upon request, enter into an ew 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 elecƟon of the new owner, this Lease will automa Ɵcally become a new lease between Lessee and such new owner, and (ii) Lessor shall therea Ōer be relieved of any further obligaƟons hereunder and such new owner shall assume all of Lessor' s obligaƟons, except that such new owner shall not: (a) be liable fo r any act or omission of any prior lessor or with respect to events occurring prior to acquisi Ɵon of ownership; (b) be subject to any o ﬀsets 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 NonDisturbance.W i th respect to Security Devices entered into by Lessor aŌer the execuƟon of this Lease, Lessee's subordinaƟon of this Lease shall be subject to receiving ac o m m e r c i a l l yr e a s o n a b l en ondisturbance agreement (a "NonDisturbance Agreement") from the Lender which NonDisturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any op Ɵons to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and aƩorns to the record owner of the Premises.

30.4 SelfExecuƟng. The agreements contained in this Paragraph 30 shall be e ﬀecƟve without the execuƟon of any further documents; provided, however, that, upon wriƩen request from Lessor or a Lender in connecƟon with as a l e, ﬁnancing or reﬁnancing of the Premises, Lessee and Lessor shall execute such further wriƟngs as may be reasonably required to separately document any subordina Ɵon, aƩornment and/or NonDisturbance Agreement provided for herein.

31. AƩorneys' Fees. If any Party or Broker brings an acƟon or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaŌer deﬁned) in any such proceeding, ac Ɵon, or appeal thereon, shall be en Ɵtled to reasonable aƩorneys' fees. Such fees may be awarded in the same suit or recovered in as e p a r a t e s u i t, whether or not such acƟon or proceeding is pursued to decision or judgment. The term , "Prevailing Party" shall include, without limita Ɵon, a Party or Broker who substanƟally obtains or defeats the relief sought, as the case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. T hea Ʃorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all a Ʃorneys' fees reasonably incurred. In addi Ɵon, Lessor shall be enƟtled to aƩorneys' fees, costs and expenses incurred in the preparaƟon and service of noƟces of Default and consultaƟons in connecƟon therewith, whether or not a legal acƟon is subsequently commenced in connecƟon with such Default or resul Ɵng Breach ($200 is a reasonable minimum per occurrence for such services and consulta Ɵon).

32. Lessor's Access ; Showing Premises; Repairs. Lessor and Lessor's agents shall have the righ t to enter the Premises at any Ɵme, in the case of a n emergency, and otherwise at reasonable Ɵmes aŌer reasonable prior noƟce for the purpose of showing the same to prospec Ɵve purchasers, lenders, or tenants, and making such alteraƟons, repairs, improvements or addiƟons to the Premises as Lessor may deem necessary or desirable and the erecƟng, using and maintaining of uƟliƟes, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse e ﬀect on Lessee's use of the Premises. All such acƟviƟes shall be without abatement of rent or liability to Lessee.

33. Auc Ɵons. Lessee shall not conduct, nor permit to be conducted, any auc Ɵon upon the Premises without Lessor's prior wri Ʃen consent. Lessor shall not b e obligated to exercise any standard of reasonableness in determining whether to permit an aucƟon.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any Ɵme 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 wriƩen consent. All sign s must comply with all Applicable Requirements.

35. TerminaƟon; Merger. Unless speciﬁcally stated otherwise in wriƟng by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual terminaƟon or cancellaƟon hereof, or a terminaƟon hereof by Lessor for Breach by Lessee, shall automa Ɵcally terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to conƟnue any one o r all exisƟng subtenancies. Lessor' s failure within 10 days following any such event to elect to the contrary by wriƩen noƟce to the holder of any such lesser interest, shall cons Ɵtute Lessor's elecƟon to have such event consƟtute the terminaƟon of such interest.

36. Consents. All requests for consent shall be in wriƟng. Excep t as otherwise provided herein, wherever in this Lease the consent of a Party i s 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 l imited to architects', aƩorneys', engineers' and other consultants' fees) incurred in the consideraƟon of, or response to, ar e q u e st by Lessee for any Lessor consent, including but not limited to consents to an assignment, a suble ƫng or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporƟng documentaƟon therefor. Lessor' s consent to any act, assignment or subleƫng shall not consƟtute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then exis Ɵng Default or Breach, except as may be otherwise speci ﬁcally stated in wriƟng by Lessor at the Ɵme of such consent. The failure t o specify herein any parƟcular condiƟon to Lessor's consent shall not preclude the imposiƟon by Lessor at the Ɵme of consent of such further or other condi Ɵons as are then reasonable with reference to the par Ɵcular maƩer for which consent is being given. In the event that either Party disagrees with any determinaƟon made by the other hereunder and reasonably requests the reasons for such determinaƟon, the determining party shall furnish Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 13 of 15
its reasons in wriƟng and in reasonable detail within 10 business days following such request.

37. Guarantor.

37.1 ExecuƟon. The Guarantors , if any, shall each execute a guaranty in the form most recently published by AIR CRE.

37.2 Default. It shall cons Ɵtute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execu Ɵon of the guaranty, including the authority of the party signin g on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, ac e rƟﬁed copy of a resolu Ɵon of its board of directors authorizing the making of such guaranty, (b) current ﬁnancial statements, (c) an Estoppel CerƟﬁcate, or (d) wriƩen conﬁrmaƟon that the guaranty is sƟll in eﬀect.

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

39. Op Ɵons. If Lessee is granted any OpƟon, as deﬁned below, then the following provisions shall apply.

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

39.2 OpƟons Personal To Original Lessee.A n y O pƟon granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised b y anyone other than said original Lessee and only while the original Lessee i s in full possession of the Premises and, if requested by Lessor, with Lessee cerƟfying that Lessee has no intenƟon of thereaŌer assigning or subleƫng.

39.3 MulƟple OpƟons.I n the event that Lessee has any mulƟple OpƟons to extend or renew this Lease, al a t er OpƟon cannot be exercised unless the prior OpƟons have been validly exercised.

39.4 Eﬀect of Default on OpƟons.
(a) Lessee shall have no right to exercise an Op Ɵon: (i) during the period commencing with the giving of any no Ɵce of Default and conƟnuing unƟls a i d Default is cured, (ii) during the period of Ɵme any Rent is unpaid (without regard to whether noƟce thereof is given Lessee), (iii) during the Ɵme Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more no Ɵces of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the OpƟon.
(b) The period of Ɵme within which an Op Ɵon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Op Ɵon because of the provisions of Paragraph 39.4(a).
(c) A n OpƟon shall terminate and be of no further force or eﬀect, notwithstanding Lessee's due and Ɵmely exercise of the OpƟon, if, aŌer such exercise and prior to the commencement of the extended term or comple Ɵon of the purchase, (i) Lessee fails to pay Rent for a period of 30 days a Ōer such Rent becomes due (without any necessity of Lesso r to give noƟce thereof), or (ii) if Lessee commits aB r e a ch of this Lease.

40. Mul Ɵple ProperƟes. If the Premises are a part of a group of proper Ɵes controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulaƟons which Lessor may make from Ɵme to Ɵme for the management, safety, and care of said properƟes, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and i n v i t e e st os oa b i d e and conform. Lessee als o agrees to pay its fair share of common expenses incurred in connecƟon withs u ch rules and regulaƟons.

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

42. ReservaƟons. Lesso r reserves to itself the right, from Ɵme to Ɵme, to grant, without the consent or joinder of Lessee, such easements, rights and dedicaƟons that Lessor deems necessary, and to cause the recordaƟon of parcel maps and restric Ɵons, so long as such easements, rights, dedica Ɵons, maps and restricƟons do not unreasonably interfere with t h eu s eo ft h eP r e m i s es by Lessee. Lessee agree s to sign any documents reasonably requested by Lessor to eﬀectuate any such easement rights, dedicaƟon, map or restricƟons.

43. Performance Under Protest. If at any Ɵme a dispute shall arise a s 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 obligaƟon 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 righ t on the part of said Party to insƟtute suit for recovery of such sum. If i t shall be adjudged that there was no legal obligaƟon on the part of said Party to pay such sum or any part thereof, said Party shall be en Ɵtled to recover such sum or so much thereof as it was not legally required to pay. A Party wh o does not iniƟate suit for the recovery of sum s paid "under protest" within 6m o n t hs shall be deemed to have waived its right to protest such payment.

44. Authority; MulƟple ParƟes; ExecuƟon.
(a) If either Party hereto is a corpora Ɵon, trust, limited liability company, partnership, or similar en Ɵty, each individual execuƟng this Lease on behalf of such enƟty represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Eac h Party shall, within 30 days aŌer request, deliver to the other Party sa Ɵsfactory evidence of such authority. (b) If thi s Lease is executed by more than one person or enƟty as "Lessee", each such person or enƟty shall be jointly an d severally liable hereunder . It is agreed that any one of the named Lessees shall be empowered to execute any amen dment to this Lease, or other document ancillary thereto and bind all of th e named Lessees, and Lessor m a yr e l yon the same as if all of the name d Lessees had executed such document. (c) This Lease may be executed by the Par Ɵes in counterparts, each of which shall be deemed an original and all of which together shall cons Ɵtute one and the same instrument.

45. Con ﬂict. Any conﬂict between the printed provisions of this Lease and the typewri Ʃen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions.

46. O ﬀer. Prepara Ɵon of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an o ﬀer to lease to the other Party. Thi s Lease is not intended to be binding unƟle x e c u t ed and delivered by all ParƟes hereto.

47. Amendments. This Lease may be modi ﬁed only in wriƟng, signed by the Par Ɵes in interest at the Ɵme of the modiﬁcaƟon. As long as they do not materially change Lessee's obligaƟons hereunder, Lessee agrees to make such reasonable nonmonetary modiﬁcaƟons to this Lease as may be reasonably required by a Lender in connecƟon with the obtaining of normal ﬁnancing or reﬁnancing of the Premises.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM LG15.23, Revised 10222020 Page 14 of 15

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

49. Arbitra Ɵon of Disputes. An Addendum requiring the Arbitra Ɵon of all disputes between the Par Ɵes and/or Brokers arising out of this Lease is is not aƩached to this Lease.

50. Accessibility; Americans with DisabiliƟes Act.
(a) The Premises:
have not undergone an inspec Ɵon by a CerƟﬁed Access Specialist (CASp). Note: A Cer Ɵﬁed Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construc Ɵonrelated accessibility standards under state law. Although state law does not require a CASp inspecƟon of the subject premises, the commercial property owne r or lessor may not prohibit the lessee or tenant from obtaining aC A S pi n s p e cƟon of the subject premises for the occupancy or poten Ɵal occupancy of the lessee or tenant, if requested by the lessee or tenant. The par Ɵes shall mutually agree on the arrangements for the Ɵme and manner of the CASp inspec Ɵon, the payment of the fee for the CASp inspecƟon, and the cost of making any repairs necessary to correct violaƟons of construcƟonrelated accessibility standards within the premises. have undergone an inspecƟon by a CerƟﬁed Access Specialist (CASp) and it was determined that the Premises met all applicable construc Ɵonrelated accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspec Ɵon report at least 48 hours prior to execu Ɵng this Lease and agrees to keep such report conﬁdenƟal.
have undergone an inspecƟon by a CerƟﬁed Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construc Ɵonrelated accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledge s that it received ac o p y o ft h e i n s p e cƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report con ﬁdenƟal except as necessary to complete repairs and correc Ɵons of violaƟons of construcƟon related accessibility standards.

In the event that the Premises have been issued an inspec Ɵon report by a CASp the Lessor shall provide a copy of the disability access inspec Ɵon cerƟﬁcate to Lessee within 7d a ys of the execuƟon of this Lease.
(b) Since compliance with the Americans with Disabili Ɵes Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's speci ﬁc use of the Premises, Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADA or any similar legislaƟon. I n the event that Lessee's use of the Premises requires modi ﬁcaƟons or addiƟons to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modiﬁcaƟons and/or addiƟons at Lessee's expense.

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

AT TENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY , LEGAL EFFECT , OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO :

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

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

WARNING
: IF THE PREMISES ARE LOCATED IN AS T A T EO T H ER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH T H EL A W SO FT H E S T A T EI NW H I C H T H EP R E M I S E S A R EL O C A T E D .

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

Executed at:

On:

By LESSOR:

Steve Nash and Dennis Ryan
By:

Name Printed: Steve Nash
Title:

Phone:

Fax:

Email:

By:

Name Printed: Dennis Ryan
Title:

Phone:

Fax:

Email:

Address:

Executed at:

On:

By LESSEE:

City of Palo Alto
By:

Name Printed: Ed Shikada
Title: City Manager
Phone:

Fax:

Email:

By:

Name Printed: Caio Arellano
Title: Chief Assistant City Attorney
Phone:

Fax:

Email:

Address:

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F 8/27/2024

________ ________
________ _______ _

BROKER
Avison Young
AƩn: Brian Mason
Title: Principal
Address: 229 Forest Avenue, Suite 200, Palo
Alto, CA 94301
Phone: 650-425-6420
Fax:

Email: [email protected]
Federal ID No.: 32-0372343
Broker DRE License #: 01914446
Agent DRE License #: 01229363
BROKER
AƩn:

Title:

Address:

Phone:

Fax:

Email:

Federal ID No.:

Broker DRE License #:

Agent DRE License #:

AIR CRE * h Ʃps://www.aircre.com * 213 6878777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

ADDENDUM TO LEASE
Date: July 31, 2024
By and Between
Lessor: Steve Nash and Dennis Ryan
Lessee: City of Palo Alto
Property Address: 975 Terra Bella Avenue, Mountain View, CA 94043 (street address, city, state, zip)
Paragraph:

In the event of any conﬂict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control.

AIR CRE * h Ʃps://www.aircre.com *2 1 36878777 * contracts@aircre .com NOTICE: No part of these works may be reproduced in any form without permission in wri Ɵng.

51. RENEWAL OPTION:T e n a nt shall have one (1) option to renew the Lease for a period of four (4) months at the same Rent.T e n a nt must give written notice no later than 15 daysf r om the Lease Expiration Date.

52.L A N D L O RD TENANT IMPROVEMENTS:L a n d l o r dat Landlord’s sole cost and expense shall deliver the property cleaned, all materials removed, al l utilities and affixed equipment in good condition and the building water-tight and in good condition.

53.T E N A N TI M P R O V E M E N TS:T e n a nt at Tenant’s sole cost and expense shall have the ability to make cosmetic, non-structural alterations to the inside of the Premises that do not affect the building systems.

54. SIGNS:L e s s ee shall install Lessee’s signage on the exterior of the Building and monument at Lessee’s expense.T h i ss h a ll be subject to the Owners sign policy and the City of Mountain View.

55.PARKING: Lessee shall be able to park on the street as available and shall have the exclusive use of the secure yard and driveway.

56. FIRST RIGHT O F REFUSAL: Lessee shall have the option at any time during the term or any extension thereof to exercise its right to purchase the property at a mutually agreeable price.I f Lessor shall have received an acceptable bona fide offer to purchase the property during the lease term or any extension thereof Lessor shall give written notice of its intent to sell to Lessee, together with an executed copy of the offer setting forth all of the terms of the proposed purchase and identifying the prospective purchaser. Lessee shall then have an option exercisable in writing for a period of ten (10) dayst o purchase the property from Lessor on the same terms and conditions as se t forth in the offer.

57. SELF-INSURED:L e s s ee is self-insured. Lessee shall deliver evidence of self-insured coverage for general liability,b o d i ly injury,a n dproperty damage ,a n dL a n d l o r dagrees to accept such evidence in lieu of the policies required by Paragraph 8(a).

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

58. INDEMNITY:T ot he extent permitted by law, Lessor agrees to protect, defend, hold harmless and indemnify City,i t sC i ty Council, commissions, officers, a gents, volunteers, and em ployees from and against any claim, injury,l i a b i l i ty, loss, cost, and/or ex pense or damage, however same may be caused, including all costs and reasonable attorney's fees i n providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessor's sole or active negligence with respect to or in any way connected with this Lease.L e s s ee shall give the ( l e s s o ro ro w n e r ) immediate notice of any claim or liability hereby indemnified against.T h i si n d e m n i ty shall be in addition to the Hazardous Materials indemnity contained in this Lease and shall survive shall survive the expiration of or early termination of the Lease Term.

59. DISPUTE RESOLUTION:

59.1 Unless otherwise mutually agreed to, an y controversies between Lessee and Lessor regarding the construction or application of this Lease, and claims arisin g out of this Lease or its breach shall be submitted to mediation within thirty (30) dayso f the written request of one Party after the service of that request on the other Party.

59.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Leas e.

59.3 The costs of mediation shall be borne by the Parties equally.

59.4 Mediation under this section is a condition precedent to filing an action in any court.I n the event of litigation arising out of any dispute related to this Lease, th e costs of mediation shall not be recoverable by the Prevailing Party as part of any attorneys’ fees awarded under Paragraph 31 of this Lease.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transac Ɵon, you should from the outset understand what type of agency rela Ɵonship or representaƟon you wish to have with the agent in the transacƟon.

SELLER'S AGENT
AS e l l e r 's agent under al i sƟng agreement with the Seller acts as the agent for the Seller only. A Seller' s agent or as u b a g e nt of that agent has the following aﬃrmaƟve obligaƟons:

To the Seller: A ﬁduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller .

To the Buyer and the Seller:
(a) Diligen t exercise of reasonable skill and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith.
(c) A duty t o disclose all facts known to the agent materially aﬀecƟng the value or desirability of the property tha t are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any conﬁdenƟal informaƟon obtained from the other party that does not involve the aﬃrmaƟve duƟes set forth above.

BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situa Ɵons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Seller . An agent acƟng only for aB u y er has the following aﬃrmaƟve obligaƟons:

To the Buyer: A ﬁduciary duty of utmost care, integrity, honesty and loyalty in dealings with theB u y e r .

An agent is not obligated to reveal to either party any conﬁdenƟal informaƟon obtained from the other party that does not involve the aﬃrmaƟve duƟes set forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
Ar e a l e s t a t ea g e n t , e i t h e ra cƟng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer .

In a dual agency situa Ɵon, the agent has the following aﬃrmaƟve obligaƟons to both the Seller and the Buyer:
(a) A ﬁduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other du Ɵes to the Seller and the Buyer as stated above in their respec Ɵve secƟons.

In represenƟng both Seller and Buyer, a dual agent may not, without the express permission of the respecƟve party, disclose to the other party conﬁdenƟal informaƟon, including, but not limited to, facts rela Ɵng to either the Buyer's or Seller's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including the Seller's willingness to accept ap r i c el e ss than the lisƟng price or the Buyer's willingness to pay a price greate r than the price oﬀered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a con ﬁrmaƟon of which agent is represen Ɵng you and whether that agent is represenƟng you exclusively in the transacƟon or acƟng as a dual agent. Please pay a ƩenƟon to that conﬁrmaƟon to make sure it accurately reﬂects your understanding of your agent's role. The above du Ɵes of the agent in a real estate transac Ɵon do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transacƟon. A real estate agen t is ap e r s on qualiﬁed to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to pro tect yourself, including as to those facts about the property which are known to you or within your diligent aƩenƟon and observaƟon. Bot h Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transac Ɵon can be complex and subject to change.

Throughout your real property transacƟon you may receive more than one disclosure form, depending upon the number of agents assis Ɵng in the transacƟon. The law requires each agent with whom you have more than ac a s u a lr e l aƟonship to present you with this disclosure form. Yo u should read its contents each Ɵme it is presented to you, considering the relaƟonship between you and the real estate agent in your speci ﬁct r a n s a cƟon. This disclosure form includes the provisions o f SecƟons 2079.13 to 2079.24, inclusive, o f the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF AC O PY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE).

Buyer Seller Lessor Lessee Date:

Agent: Avison Young DRE Lic. #: 01914446
Real Estate Broker (Firm)
By: Brian Mason DRE Lic. #: 01229363 Date:
(Salesperson or BrokerAssociate)
Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM AD3.01, Revised 10222020 Page 2 of 4
THIS FORM HAS BEEN PREPARED BY AIR CRE. N O REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13.A s u s e di n S e cƟons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent ” means ap e r s on acƟng under provisions of Title 9 (commencin g with SecƟon 2295) in a real property transac Ɵon, and includes ap e r s on who is licensed as a real estate broker under Chapter 3 (commencing with Sec Ɵon 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lis Ɵng is executed or an oﬀer to purchase is obtained. The agen t in the real property transac Ɵon bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a re al property transacƟon, that duty i s equivalent to the duty owe d to that party by the broke r for whom the salesperso n or broker associate func Ɵons. (b) “Buyer” means a transferee in a real property transac Ɵon, and includes a person who executes an o ﬀer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than ac a s u a l, transitory, or preliminary manner, with the object of entering into a real property transac Ɵon. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single family residenƟal real property, (2) dwelling units made subject to Chapter 2( c o m m e n c i ng with SecƟon 1940) of Title 5 , (3) a mobile home , as deﬁned in SecƟon 798.3, (4) vacan t land, or (5) a recrea Ɵonal vehicle , as deﬁned in SecƟon 799.29. (d) “Dual agent” means an agent acƟng, either directly or through as a l e s p e r s on or broker associate, as agent for both the seller and the buyer in a real property transac Ɵon. (e) “LisƟng agreement” means a wri Ʃen contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property o r to ﬁnd or obtain ab u y e r, including rendering other services for which ar e a le s t a t el i c e n s eis required to the seller pursuant to the terms of the agreement. (f) “Seller's agent” means a person who has obtained a lis Ɵng of real property to act as an agent for compensa Ɵon. (g) “LisƟng price” is the amount expressed in dollars speciﬁed in the lis Ɵng for which the seller is willing to sell the real property throug h the seller' s agent. (h) “Oﬀering price” is the amount expressed in dollars speci ﬁed in an o ﬀer to purchase for which the buyer is willing to buy the real property. (i) “Oﬀer to purchase” means a wri Ʃen contract executed by a buye r acƟng through ab u y e r 's agent that becomes the contract for the sale of the real property upo n acceptance by the seller . (j) “Real property” means any estate speci ﬁed by subdivision (1) or (2) of Sec Ɵon 761 in property, and includes (1) single family residenƟal property, (2) mul Ɵunit residenƟal property with more than four dwelling units, (3) commercial real property , (4) vacan t land, (5) a g round lease couple d with improvements, or (6) a manufacture d home a s deﬁned in Sec Ɵon 18007 of the Health and Safety Code, or a mobile home as de ﬁn e di nS e cƟon 18008 of the Health and Safety Code, when o ﬀe r e df o rs a l eo rs o l d through an agent pursuant to the authority contained in SecƟon 10131.6 of the Business and Professions Code. (k) “Real property transacƟon” means at r a n s a cƟon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transac Ɵon, and includes a lis Ɵng or an o ﬀer to purchase. (l) “Sell,” “sale,” or “sold” refers to at r a n s a cƟon for the transfe r of real property from the selle r to the buye r and includes exchanges of real property between the seller and buyer, transac Ɵons for the crea Ɵon of a real property sales contract within the meaning of Sec Ɵon 2985, and transac Ɵons for the crea Ɵon of a leasehold exceeding one year's duraƟon. (m) “Seller” means the transferor in a real property transacƟon and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an o ﬀer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both av e n d or and a lessor of real property. (n) “Buyer's agent” means an agent who represents a buyer in a real property transacƟon. 2079.14. A seller' s agent and buyer's agent shall provide the selle r and buyer in a real property transac Ɵon with a copy of the disclosure form speci ﬁed in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Sec Ɵon 2079.15, as follows: (a) The seller's agent, i f any, shall provide the disclosure form t o the seller prior to entering into the lisƟng agreement. (b) The buyer's agent shall provide the disclosure form t o the buyer as soon as pracƟcable prior to execuƟon of the buyer's o ﬀer to purchase. If the o ﬀer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day aŌer receiving the oﬀer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Sec Ɵon 2079.14, the agent shall set forth, sign, and date a wriƩen declaraƟon of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as prac Ɵcable, the buyer's agent shall disclose to the buyer and seller whether the agent is ac Ɵng in the real property transac Ɵon as the buyer's agent, or as ad u a l a g e nt represenƟng both the buyer and the seller . This relaƟonship shall be con ﬁrmed in the contract to purchase and sell real property o r in a separate wriƟng executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execu Ɵon of that contract by the buyer and the seller, respecƟvely. (b) As soon as pracƟcable, the seller's agent shall disclose to the seller whethe r the seller's agent is acƟng in the real property transac Ɵon as the seller's agent, or as a dual agent represen Ɵng both the buyer and seller . This rela Ɵonship shall be con ﬁrmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller and the seller's agent prior to or coincidentw i th the execuƟon of that contract by the seller . (C) CONFIRMATION: The following agency relaƟonships are conﬁrmed for this transacƟon.

Seller's Brokerage Firm DO NOT COM PLETE, SAMPLE ONLY License Number Is the broker of (check one): the seller; or both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Numbe r Is (check one): the Seller's Agent. (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Numbe r Is the broker of (check one): the buyer; or both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): the Buyer's Agent. (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent. (dual agent )
(d) The disclosures and con ﬁrmaƟon required by this secƟon shall be in addi Ɵon to the disclosure required by Sec Ɵon 2079.14. An agent's duty to provide disclosure and conﬁrmaƟon of representaƟon in this secƟon may be performed by a real estate salesperson or broker associate aﬃliated with that broker. 2079.18 (Repealed pursuant to AB 1289, 201718 California LegislaƟve session) 2079.19 The payment of compensa Ɵon or the obligaƟon to pay compensaƟon to an agent by the seller or buyer is not necessarily determina Ɵve of a parƟcular agency relaƟonship between an agent and the seller or buyer. A lisƟng agent and as e l l i ng agent may agree to share any compensaƟon or commission paid, or any right to any compensaƟon or commission for which an obliga Ɵon arises as the result of a real estate transac Ɵon, and the terms of any such agreement shall not necessarily be determinaƟve of a parƟcular relaƟonship.
2079.20 Nothing in this arƟcle prevents an agent from selecƟng, as a condiƟon of the agent's employment, as p e c iﬁcf o r m o fa g e n c y r e l aƟonship not speciﬁcally Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

________ ________
________ _______ _

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 8/26/2024 2:35 PM AD3.01, Revised 10222020 Page 4 of 4
prohibited by this arƟcle if the requirements of SecƟon 2079.14 and SecƟon 2079.17 are complied with. 2079.21 (a) Ad u a l a g e nt may not, without the express permission of the seller, disclose to the buyer any conﬁdenƟal informaƟon obtained from the seller. (b) Ad u a l agent may not, without the express permission of the buyer, disclose to the seller any con ﬁdenƟal informaƟon obtained from the buyer .(c) “ConﬁdenƟal informaƟon” means facts relaƟng to the client's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, such as the seller is willing to accept a price less than the lis Ɵng price or the buyer is willing to pay a price greater than the price o ﬀered. (d) This secƟon does not alter in any way the duty or responsibility of a dual agen t to any principal with respect to conﬁdenƟal informaƟon other than price. 2079.22 Nothing in this ar Ɵcle precludes a seller's agent from also being a b uyer's agent. If a seller or buyer in a transac Ɵon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) Ac o n t r a ct between the principal and agent may be modiﬁed or altered to change the agency relaƟonship at any Ɵme before the performance of the act which is the object of the agency with the wri Ʃen consent of the parƟes to the agency rela Ɵonship. (b) A lender or an auc Ɵon company retained by a lender to control aspects of a transacƟon of real property subject to this part, including validaƟng the sales price, shall not require, as ac o n d iƟon of receiving the lender's approval of the transacƟon, the homeowner or lis Ɵng agent to defend or indemnify the lender or auc Ɵon company from any liability alleged to result from the ac Ɵons of the lender or aucƟon company. Any clause, provision, covenant, or agreement purporƟng to impose an obligaƟon to defend or indemnify a lender or an aucƟon company in violaƟon of this subdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this arƟcle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, s ubagents, and employees from liability for their conduct in connec Ɵon with acts governed by this arƟcle or for any breach of a ﬁduciary duty or a duty of disclosure.

AIR CRE * h Ʃps://www.aircre.com * 213 6878777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

Docusign Envelope ID: A0CB2D85-2C3B-49BD-91B4-A968AD802F7F

Palo Alto City CouncilOctober 7, 2024

Palo Alto City Council
October 7, 2024