STANDARD COMMERCIAL LEASE

This STANDARD COMMERCIAL LEASE (this "Lease") is made and entered into as of this 14 day of May

2018, by and between University Business Center Associates, a California general partnership ("Lessor")

and Resonant, Inc., a Delaware corporation ("Lessee").



		BASIC LEASE PROVISIONS
1.	Initial Premises:	000 Xxxxxxx Xxxxx, Xxxxxx 000 and 220
		Goleta, California 93117 (consisting of approximately 16,682 square feet)
	Expansion Premises:	000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 93117 (consisting of approximately 10,355 square feet)
		Effective January 1, 2019 (the "Expansion Date"), subject to the terms set forth herein, the Premises shall be expanded to include the Expansion Premises in addition to the Initial Premises for a total of 27,037 square feet. From and after the Expansion Date, the Premises shall be defined as 000 Xxxxxxx Xxxxx, Xxxxxx 000, 220 and 240.
		The Premises are more specifically depicted on Exhibit A.
	Building Name and Building Size:	UNIVERSITY BUSINESS CENTER 175 consisting of approximately 51,167 square feet (the “Building”).

	Project Size:	The project is comprised of four (4) buildings, including the Building, located in the City of Goleta at 000 Xxxxxxx Xxxxx, 000 Xxxxxxx Xxxxx, Xxxxxxx Drive and 000 Xxxxxxx Xxxxx (collectively the “Project”). The Project is approximately 230,412 square feet.
2.	Use:	General administrative office, production, research and development, labs, prototyping, storage, assembly, distribution and sales and for other lawful uses directly incidental and ancillary thereto.
3.	Lessee's Percentage:	Lessee’s Percentage of Building
		09.01.18 - 12.31.18: 32.60% 01.01.19 -08.31.24: 52.84%
		Lessee’s Percentage of Project 09.01.18 -12.31.18: 7.24% 01.01.19 -08.31.24: 11.73%
4.	Initial Monthly Rent:	$1.50 per square foot per month NNN (Base Rent)



	Prepaid Rent:	Upon execution of this Lease, Lessee shall submit payment in the amount of $30,676.94, representing one month's amount of the following: Base Rent: $19,500 applicable to the third month of the Term ($1.50/sf); Operating Expenses: $8,341.00 ($0.50/sf) Section 3.2 applicable to the first month of the Term; and Utility Expenses: $2,835.94 ($0.17/sf) Section 10 applicable to the first month of the Term.

	Rent Adjustment:	The Base Rent shall be adjusted as set forth in Section 3.5 below.

5.	Term:	Seventy-two (72) months (09.01.18 -08.31.24)

	Commencement:	The Term of this Lease shall commence upon substantial completion of the Tenant Improvements set forth in Section 18 below and delivery of possession of the Initial Premises to Lessee as estimated herein, estimated to be September 1, 2018 (the "Commencement Date"), and shall expire on the last day of the month 72 months after the Commencement Date, estimated to be August 31, 2024 (the "Termination Date"). The Termination Date is also referred herein as “Expiration Date”. In the event substantial completion of the Tenant Improvements and delivery of possession of the Initial Premises to Lessee is after September 1, 2018, the parties agree to execute a commencement letter setting forth the actual Commencement Date and Termination Date. For purposes of this Lease, “Substantial Completion” shall occur upon (i) the completion of construction of Lessor’s Work in the Premises pursuant to the Agreed Plans in Exhibit A attached hereto, with the exception of any punch list items (which do not affect or interfere with Lessee’s ability to occupy the Premises and conduct its business in the Premises subject to the Use provision in this Lease), and any of Lessee’s fixture, work-stations, built-in furniture or equipment to be installed by Lessee; and (ii) Lessor providing Lessee with a certificate of occupancy or a temporary certificate of occupancy or equivalent issued by the City of Goleta.

	Early Occupancy:	Effective August 1, 2018 but in no event 14 days prior to the actual Commencement Date, Lessee shall be granted non-exclusive early occupancy of the Premises for installation of FF&E through and including the day before the actual Commencement Date, as applicable (the "Early Occupancy Period"); provided that (a) Lessee shall have paid for and provided evidence to Lessor of all insurance required under the Lease having been secured, (b) Lessee agrees not to interfere with Lessor's contractors working on the Tenant Improvements, and (c) except for Lessor’s gross negligence or willful misconduct, Lessee does hereby indemnify Lessor from any costs, claims or liabilities that may be incurred due to Lessee’s early entry. All terms and conditions of the Lease shall be applicable during the Early Occupancy Period; however, Lessee shall have no rent obligation (including Lessee's proportionate share of all Building Operating Expenses (as hereinafter defined) and any Common Area



		Operating Expenses (as hereinafter defined)) during the Early Occupancy Period.

6.	Security Deposit:	Lessee shall pay to Lessor a Security Deposit equal to $50,000 upon Lease execution. Additionally, Lessee shall provide a $200,000 Letter of Credit (LOC) within 10 business days following full execution of the Lease. The LOC will be reduced by $50,000 at the end of each anniversary of the Lease following the Commencement Date, if Lessee has had no monetary defaults beyond all applicable notice and cure periods set forth in the Lease.

7.	Brokers:	Lessor: Xxxxx Commercial Group Lessee: Cresa Los Angeles

8.	Parking:	Unreserved: 44 spaces based on 3/1000 (not including Reserved spaces set forth below) upon the Commencement Date, and an additional 31 spaces on January 1, 2019. Reserved: 6 spaces (non-handicapped). Lessee, at Lessee's sole cost and expense, shall have the right to install two (2) dual EV charging stations for a total of four (4) of Lessee's reserved parking spaces. The location of the Reserved spaces shall be as shown in Exhibit “E” attached hereto. The installation and specifics (including power supply) of the charging stations shall be subject to Lessor's prior written approval which approval shall not be unreasonably withheld, delayed or conditioned. The total number of Lessee’s parking spaces is 81 spaces, and Lessee’s parking shall be free of charge during the Term and extensions thereof.

9.	Tenant Improvements:	As set forth in Section 18 of this Lease.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of the foregoing Basic Lease Provisions, Articles 1 through 26 which follow, and any attached Exhibits, as of the date first above written.

LESSOR:

UNIVERSITY BUSINESS CENTER ASSOCIATES, a California general partnership



By:	EASTGROUP PROPERTIES, L.P., a Delaware limited partnership
	By:	EastGroup Properties General Partners, Inc., a Delaware corporation, its general partner

	By:	/S/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Vice President

	By:	/S/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title	Sr. Vice President

Address:

c/o EastGroup Properties, L.P.

0000 X. Xxxxxxxxx Xxxx, Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

LESSEE:



RESONANT, INC., a Delaware corporation
By:	/S/ Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx
Title:	CFO

Address:

000 Xxxxxxxxx Xxxxx, Xxxxx 000

Xxxxxx, XX 00000

1. LEASE OF PREMISES

Lessor hereby leases to Lessee and Lessee leases from Lessor for the Term, at the rental, and upon all of the conditions set forth in this Lease, the Premises identified in Item 1 of the Basic Lease Provisions, together with the non-exclusive use, in common, with Lessor and other tenants of the Building and their respective invitees, of common areas in or about the Building and the parking garage (if any) or parking areas adjoining the Building. Lessee and Lessor have agreed on the square footage set forth in Item 1 of the Basic Lease Provisions and each party will be bound by Item 1 through the Term of this Lease or any extension thereof. The configuration of the Project and the location of the Building, Premises and associated common and parking areas is indicated on Exhibit B. The size, location and function of the buildings and related structures depicted here are approximate. The configuration of the development, the design, size, function and location of all other improvements, and the identity and location of other tenants to the extent depicted are subject to change without notice, for any reason deemed sufficient by the owner provided however that any such change shall (i) not increase Lessee’s obligations or diminish Lessee’s rights under this Lease; (ii) shall not materially interfere with Lessee’s use of and access to the Premises, common areas and parking areas or materially decrease the size of the same; (iii) not begin until Lessor has provided 20 days prior written notice to Lessee (except in the event of emergency); (iv) be completed in a good xxxxxxx like manner using Building standard materials and in compliance with all applicable laws; (v) be completed at Lessor’s sole cost and expense except as permitted and applicable to be included in the Building Operating Expenses as defined below (collectively the “Lessor’s Conditions”). Lessor, subject to the Lessor’s Conditions, reserves the right to alter the configuration of the Project to construct additional improvements thereon, to withdraw areas therefrom from time to time and alter the configuration of the associated common and parking areas, provided that the number of parking spaces intended for Lessee's use, and Lessee's general use and enjoyment of the Premises shall not thereby be materially diminished. Lessee shall be allocated the number of parking spaces set forth in Item 8 of the Basic Lease Provisions and Lessee acknowledges that Lessor shall have no responsibility to supervise or police the usage of the parking lot by the tenants of the Building. Notwithstanding the foregoing, Lessor shall use its best efforts to enforce commercially reasonable rules and regulations to ensure that Lessee can use Lessee’s parking spaces pursuant to the terms of this Lease during the Term and extensions thereof, including enforcing a policy to avoid parking by other tenants or parties in Lessee’s reserved spaces. Up to five cars can be parked overnight at any one time. Nothing in this Lease shall cause Lessor in any way to be construed as an employer, employee, fiduciary, a partner, a joint venturer or otherwise associated in any way with Lessee in the operation of the Premises, or to subject Lessor to any obligation, loss, charge or expense connection with or arising from Lessee's operation or use of the Premises.

Pursuant to Section 1652 of the California Civil Code, it is understood and agreed that the general intent and purpose of this Lease is that this Lease shall be an absolute triple net lease with respect to Lessor subject to the terms set forth in this Lease. Lessee, as part of the Operating Expenses, as defined below, shall pay its pro rata share of all insurance, utilities, all operating costs for the Premises, the common areas of the Building, the Building and the land on which it is situated subject to the terms set forth in this Lease. It is intended that the rental return to the Lessor shall not be reduced, offset or diminished directly or indirectly by any cost, charge, or expense due from Lessee and others in connection with the Premises, Building or land upon which it is situated, nor subject to suspension or termination for any reason except as otherwise set forth in this Lease. It is acknowledged and agreed that all provisions of this Lease shall be interpreted in a manner consistent with and subordinate to such general intent and purpose.

2. TERM

2.1 Commencement of Term

(a) The Term of the Lease shall be as shown in Item 5 of the Basic Lease Provisions, commencing on the Commencement Date, which Lessor and Lessee expect to be the Commencement Date as shown in Item 5 of the Basic Lease Provisions, but which may be such other date as herein provided, and ending on the Termination Date, unless sooner terminated pursuant to any provision hereof.

(b) Payment of rent shall commence on the Commencement Date, unless noted otherwise in Section 3.5 below.

(c) Subject to Section 5 of the Basic Lease Provisions, if delivery of possession occurs prior to the Commencement Date, the term of this Lease shall commence on such date of delivery of possession, but the Termination Date shall not be advanced.

2.2 Delay in Commencement. Notwithstanding the Commencement Date, if Lessor cannot deliver possession of the Premises to the Lessee on or before said date, the Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of the Lessee hereunder provided; however, Lessee shall not be obligated to pay rent until delivery of possession of the Premises as required under this Lease has occurred. In the event the improvements are not substantially complete on the Commencement Date, the lease dates shall be adjusted accordingly.

Notwithstanding the foregoing, if possession is not delivered within 90 days after the estimated Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 90 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate.

3. RENT

3.1 Initial Monthly Rent. Commencing on the Commencement Date (subject to the Base Rent schedule set forth in Section 3.5 below and as otherwise set forth in this Lease), the Lessee shall pay to the Lessor as rent for the Premises an Initial Monthly Rent in the amount specified in Item 4 of the Basic Lease Provisions in equal monthly installments in advance on the first day of each month.

3.1.1 Prepaid Rent. Upon Lease execution, Lessee shall deposit with Lessor the amount set forth in Item 4 of the Basic Lease Provisions.

3.2 Additional Rent. Commencing on the Commencement Date, Lessee shall reimburse Lessor, as additional rent, in the manner and at the times provided, for Lessee's proportionate share of all Building Operating Expenses (as hereinafter defined) and any Common Area Operating Expenses (as hereinafter defined) incurred by Lessor, which are estimated to be $8,341.00 ($.50/sf) per month for 2018 for the Initial Premises. Lessee's proportionate share of the Building Operating Expenses and Lessee's proportionate share of Common Area Expenses shall be based upon Lessee's Building Percentage set forth in Item 3 of the Basic Lease Provisions. Commencing January 1, 2019, and provided that Lessor has delivered possession of the Expansion Premises to Lessee as required under this Lease, Lessee shall reimburse Lessor for Operating Expenses based on the full expanded Premises. For clarification purposes, Building Operating Expenses and Common Area Expenses are herein also referred to as, and (as applicable) are included in Operating Expenses; provided however that in no event shall any expenses or charges in connection with the Building, Common Area or Project, be duplicated or included more than once in Lessee's proportionate share of the Building Operating Expenses, Common Area Expenses and/or Utilities.

Notwithstanding the forgoing, Lessee’s proportionate share of all controllable Operating Expenses shall not increase by more than seven and one-half percent (7.5%) per year (compounded annually on a cumulative basis) based on the 2018 actual Operating Expenses. The term "Controllable Operating Expenses" shall mean all operating expenses within Lessor's reasonable control, excluding expenses for (i) taxes; (ii) insurance; (iii) utilities; (iv) costs resulting from the acts or omissions of Lessee, its agents, employees or contractors and (v) costs incurred because of force majeure. At all times during the term of this Lease, Lessee shall pay its full pro rata share of the operating expenses attributable to those items.

3.3 No Reduction or Offset. All Rent due under this Lease shall be payable without deduction, abatement or offset except as otherwise expressly set forth in this Lease.

3.4 Definitions: For purposes of this Article 3:

(a) Lessee's Building Percentage is a percentage calculated by dividing the leased area of the Premises, as shown in Item 1 of the Basic Lease Provisions, by the leasable area of the Building.

(b) Building Operating Expenses shall mean the sum of all expenses incurred by the Lessor in connection with the operation, repair and maintenance of the Building, including, but not limited to, heating and air conditioning; all real property taxes (as hereinafter defined) imposed upon or with respect to the Building and related improvements (exclusive of the land underlying all such improvements); all fire and extended coverage, earthquake, loss of rents, vandalism, malicious mischief and other insurance covering the Building and losses suffered which fall below the insurance deductible; utilities; materials and supplies; salaries, wages and other expenses incurred with respect to the operation, repair and maintenance of the Building, the cost of repainting (except for the first repainting after the execution of this Lease), wall covering or recarpeting Common Areas of the Building; security and fire protection; amortization of capital investments for improvements which are designed to reduce operating costs, improve operations or comply with governmental conservation or safety programs over such reasonable period as the Lessor shall determine (but not less than the IRS amortization period for such capital investments) (together with interest at two (2) percentage points above the discount rate of the Federal Reserve Bank of San Francisco on the unamortized amount); and an amount equal to three percent (3%) of the combined total of the gross receipts of the Rent, including property management to cover the Lessor's administrative and overhead expenses. Building Operating Expenses attributable to the utilities and services furnished pursuant to Article 10 shall be apportioned among the tenants of the Building receiving such services (excluding those tenants furnishing or paying for their own utilities and janitorial services) based on the respective leased areas occupied by such tenants. Notwithstanding the foregoing, none of the Lessor’s building remodeling costs through 2018 shall be included in Building Operating Expenses.

(c) Lessee's Common Area Percentage is a percentage figure calculated by the project architect by dividing the Leased Area of the Premises by the total leasable area in all improvements, including the Building and other buildings that are part of the Project, shown on Exhibit B, during such year as is initially stipulated to be as shown in Item 3 of the Basic Lease Provisions. Should the Building and/or landscape area become a separate legal lot, or should additional improvements or common area be added to or deleted from Exhibit B, the Lessor may, at its option, calculate the Lessee's Common Area Percentage by comparing the common area attributable to the Premises with the common area on such legal lot or otherwise within Exhibit B as so revised, and subject to Lessee’s review and reasonable approval.

(d) Common Area Operating Expenses shall mean the sum of all expenses incurred by the Lessor in connection with the operation and maintenance of driveways, landscaping, walkways, plazas, parking facilities, and perimeter property including, but not limited to: all items described in Section 6.1 hereof; all Real Property Taxes (as hereinafter defined) imposed upon or with respect to the land included within Exhibit B; all public liability insurance covering Exhibit B, and losses suffered which fall below the insurance deductible; security and fire protection; salaries, wages and other expenses incurred with respect to maintenance of the common areas, gardening, landscaping, repaving, repainting and trash removal (excluding the cost of an on-site manager or officer manager); depreciation of equipment used in such maintenance; amortization of capital investments for improvements which comply with governmental conservation or safety programs over such reasonable period as the Lessor shall determine (together with interest at two (2) percentage points above the discount rate of the Federal Reserve Bank of San Francisco on the unamortized

amount). General overhead and depreciation of improvements shall not be included in the expenses except as specifically set forth in the foregoing. Any governmental surcharge, fee or assessment imposed with respect to the parking facilities within Exhibit B shall, to the extent paid by the Lessor and not passed on to the users of said parking facilities, be included in Common Area Operating Expenses.

(e) Real Property Taxes shall mean all real and personal property taxes and assessments incurred during any calendar year, including, but not limited to: special and extraordinary assessments, meter and sewer rates and charges, occupancy taxes or similar taxes imposed on or with respect to the real or personal property, whether or not imposed on or measured by the rent payable by the Lessee, and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever relating to the real or personal property, and any gross rental, license or business tax measured by or levied on rent payable or space occupied. If, by law, any property taxes are payable, or may at the option of the taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid balance of such property taxes), the Lessor may, at the Lessor's option, pay the same and, in such event, any accrued interest on the unpaid balance of such property taxes shall be deemed to be Real Property Taxes as defined herein. Real Property Taxes shall also include all expenses reasonably incurred by the Lessor in seeking a reduction by the taxing authorities of Real Property Taxes applicable to the Project. Real Property Taxes shall not include any capital levy, franchise, estate, inheritance, succession, gift or transfer tax of the Lessor, or any income, profits or excess profits tax, assessment, charge or levy upon the income of the Lessor; provided, however, that if at any time during the term of this Lease under the laws of the United States or the State of California, or any political subdivision of either, a tax or excise on rents, space or other aspects of real property, is levied or assessed against the Lessor, the same shall be deemed to be Real Property Taxes. If any such property taxes upon the income of the Lessor shall be imposed on a graduated scale, based upon the Lessor's aggregate rental income, Real Property Taxes shall include only such portion of such propertytaxes as would be payable if the rent payable with respect to the Building and Common Areas were the only rental income of the Lessor subject thereto.

Notwithstanding the above, Lessee will not be responsible for any increase in Real Property Taxes attributable to a reassessment of the Building triggered by a sale of the Building within the first 36 months of the Term following the Commencement Date. Furthermore, please see Exhibit “F” attached hereto for Exclusions from Operating Expenses

3.5 Rent Adjustment. The monthly Base Rent schedule for the Term shall be as follows:



Effective Dates	Initial Premises 16,682 SF	Expansion Premises 10,355 SF	Total Monthly Base Rent
09.01.18-10.31.18 **	$0.00*	N/A	$0.00*
11.01.18 - 12.31.18	$19,500.00	N/A	$19,500.00
01.01.19 - 06.30.19	$19,500.00	$7,766.25	$27,266.25
07.01.19 - 07.31.19	$19,500.00	$15,532.50	$35,032.50
08.01.19 - 07.31.20	$25,773.69	$15,998.48	$41,772.17
08.01.20 - 07.31.21	$26,546.90	$16,478.43	$43,025.33
08.01.21 - 07.31.22	$27,343.31	$16,972.78	$44,316.09
08.01.22 - 07.31.23	$28,163.61	$17,481.97	$45,645.58
08.01.23 - 08.31.24	$29,008.52	$18,006.42	$47,014.94

* Lessee, beginning on the Commencement Date, is responsible for its share of Operating Expenses and on the first day of the Early Occupancy Period is responsible for the Utility Expenses for the Initial Premises including the two (2) month Base Rent abatement period.

** Subject to the Commencement Date as defined in this Lease.

Beginning on January 1, 2019 and provided that Lessor has delivered possession of the Expansion Premises to Lessee as required herein, Lessee is responsible for its share of Operating Expenses and Utility Expenses for the Expansion Premises from and after the Expansion Date.

3.6 Calculation and Payment. Monthly rent shall be payable to the Lessor without deduction or offset, except as otherwise expressly set forth in this Lease, in lawful money of the United States at the Lessor's address herein or to such other persons or at such other places as the Lessor designates in writing. Rent payable for any period for less than one (1) month shall be prorated based upon a thirty (30) day month.

3.7 Reconciliation. Prior to the commencement of the lease term and of each December thereafter, the Lessor shall give the Lessee a written estimate of the Lessee's share of Building and Common Area Operating Expenses for the ensuing year or portion thereof. The Lessee shall pay such estimated amount to the Lessor in equal monthly installments, in advance. Within ninety (90) days after the end of each calendar year, the Lessor shall furnish to the Lessee a statement showing in reasonable detail the actual Building and Common Area Operating Expenses incurred by the Lessor during such period, and the parties shall within thirty (30) days make any payment or allowance necessary to adjust the Lessee's estimated payment to the Lessee's actual proportionate share as shown by such annual statement. Any amount due the Lessee shall be credited against installments next coming due under this paragraph.

3.8 Audit Right. Lessor shall maintain records concerning estimated and actual Building Operating Expenses and Common Area Operating Expenses, including Utilities, allocable to the Premises and Project for no less than one hundred eighty (180) days following the period covered by the statement or statements furnished Lessee, after which time Lessor may dispose of such records. Provided that Lessee is not then in default beyond applicable notice and cure periods with respect to its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Lessee is not otherwise in default under this Lease, Lessee may, at Lessee’s sole cost and expense, cause a Qualified Person (defined below) to inspect Lessor’s records. Such inspection, if any, shall be conducted no more than once each calendar year, during Lessor’s normal business hours within one hundred twenty (120) calendar days after receipt of Lessor’s written statement of Building Operating Expenses and Common Area Operating Expenses, including Utilities, allocable to the Premises and Project for the previous calendar year. In the event the results of the review of records reveal that Lessee has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Lessee’s subsequent installment of Base Rent, Additional Rent or other payments due to Lessor under the Lease, or as applicable, reimbursed to Lessee within thirty (30) following the Expiration Date. In the event that such results show that Lessee has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Lessee to Lessor with the next succeeding installment obligation of estimated Building Operating Expenses and Common Area Operating Expenses allocable to the Premises. If the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project for any given calendar year were improperly computed and if the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project are overstated by more than 5%, Lessor shall reimburse Lessee for all reasonable out-of-pocket cost of its audit. Qualified Person shall be defined as an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project achieved through the inspection process described in this Section 3.6.

4. SECURITY DEPOSIT

Concurrently with the Lessee's execution of this Lease, the Lessee shall deposit with the Lessor the sum specified in Item 6 of the Basic Lease Provisions as security for the faithful performance by the Lessee of all covenants and conditions of this Lease. If the Lessee shall breach or default in the performance of any covenants or conditions of this Lease, including the payment of rent, the Lessor may use, apply or retain the whole or any part of such security deposit for the payment of any rent in default or for any other sum which the Lessor may spend or be required to spend by reason of the Lessee's default. Lessor shall provide Lessee with written evidence of any costs that are paid from the Security Deposit. If the Lessor so uses or applies all or any portion of said deposit, the Lessee

shall, within thirty (30) days after written demand therefor, deposit cash (or restore the Letter of Credit, at Lessee’s election; subject to the burn off provisions of Section 2 of the Basic Lease Provisions), with the Lessor in an amount sufficient to restore said deposit to the full amount herein above stated and the Lessee's failure to do so shall be a material breach of this Lease. Should the Lessee comply with all covenants and conditions of this Lease, the security deposit or any balance thereof shall be returned to the Lessee (or at the option ofthe Lessor, to the last assignee of the Lessee's interest in this Lease) at the expiration of the term within 30 days following the date the Lessee surrenders the Premises to Lessor as required under this Lease. The Lessee shall not be entitled to interest on the security deposit and the Lessor shall have the right to commingle said security deposit with other funds of the Lessor. Should the Lessor sell its interest in the Premises, the Lessor may transfer to the purchaser thereof the then unexpended or unappropriated deposit and thereupon the Lessor shall be discharged from any liability for such funds. The Letter of Credit required under this Lease shall be subject to the burn off provisions set forth in Section 6 of the Basic Lease Provisions.

5. USE

5.1 Use. The Premises shall be used and occupied for the purposes described in Item 2 of the Basic Lease Provisions, permitted under applicable ordinances and other Governmental requirements, the covenants, conditions and restrictions affecting the Project, as the same may be amended from time to time, and the Rules and Regulations as the Lessor may from time to time reasonably adopt for the safety, care and cleanliness of the Building and the Project or the preservation of good order. The Rules and Regulations presently in effect are attached hereto as Exhibit C. The Lessor shall endeavor and use commercially reasonable efforts to enforce the performance of any of said Rules and Regulations, and compliance with said covenants, conditions and restrictions, by any other tenants and visitors of the Building.

5.2 Compliance with Law; Nuisance. The Lessee, at the Lessee's sole cost and expense, shall comply promptly and at all times with all laws, requirements, ordinances, statutes, and regulations of all municipal, state or federal authorities, or any board of fire insurance underwriters, or other similar bodies, now in force or which may hereafter be in force, pertaining to the Building and the Premises and the occupancy thereof, including any law that requires alteration, maintenance or restoration of the Premises as the result of the Lessee's use thereof, which is other than typical office use. The Lessee, at its sole expense, shall also comply with all legal and code requirements for fire extinguishers required by law in the Premises.

The Lessee shall not commit, or suffer to be committed, any waste of the Premises, or any nuisance, annoyance or other unreasonable annoyance which may disturb the quiet enjoyment of adjoining premises or of the Building by the owners or occupants thereof.

5.3 Insurance Cancellation. Notwithstanding the provisions of Paragraph 5.1 above, the Lessee shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein, including all uses permitted under Section 5.1 above, which will in any way increase the existing rate of or affect any fire or other insurance upon the Building, or any other part thereof, or any of its contents, and if the Lessee's use of the Premises causes an increase in said insurance rates, the Lessee shall pay as additional rent the amount of such increase. The Lessee shall be in default under this Lease should the Lessee cause the cancellation of fire or other insurance upon the Building or Property or should the Lessee fail to pay any increased insurance rate attributable to the Lessee's use of the Premises. In determining whether increased premiums are a result of the Lessee's use or occupancy of the Premises or Building, a schedule issued by the Lessor's insurer computing the insurance rate on the Premises or Building, or the leasehold improvements showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up such rate. The Lessee shall promptly comply with all reasonable requirements of the insurance authority or of any insurer now or hereafter in effect relating to the Premises. Lessor acknowledges that the current insurance for the Building which costs are included in the Building Operating Expenses cover the permitted Use under this Lease.

5.4 Hazardous Substances. Any corrosive, flammable, hazardous or other special waste or materials used by Lessee shall be handled or disposed of as directed by applicable state, Federal, County and City

regulations. The Lessee shall handle, store or dispose of such materials in a careful and prudent manner. At the termination of the Lease, or any option period thereof, the Lessee shall fully clean the Premises in such a manner that no residue of such materials or waste shall remain on the Premises. The Lessee shall notify the appropriate governmental authority of the presence and amount of any such material or waste, and shall comply with all conditions imposed by such authority. If required by Law, the Lessee shall contact the appropriate governmental authority prior to occupancy to determine the existence of any records for the Building and/or Premises.

The Lessee shall pay inspection fees, based on the hourly inspection rate, for an environmental audit to be conducted by the appropriate governmental authority if Lessee is in violation of any Hazardous Materials Laws (as defined below), or in breach of this Lease beyond all applicable notice and cure periods, and in connection with a violation of any Hazardous Materials Laws, at any time during the term of the Lease. The appropriate governmental authority shall perform or the Lessee shall arrange for such an audit in a timely manner to prevent economic hardship to the Lessor and shall certify that the Premises are available for reoccupation, or shall specify clean-up measures that will render the Premises safe for reoccupation. The Lessee shall be responsible for any clean-up that may be required as a result of the audit, to the extent such items are attributable to the Lessee's use of the Premises.

Should the Lessee fail to comply with any duty set forth in this Section 5.4, the Lessor may, in addition to all other remedies now or hereafter provided by this Lease, or by law, perform such duty or make good such default, and any amounts which the Lessor shall advance pursuant thereto shall be repaid by the Lessee to the Lessor on demand.

5.5 Environmental Laws

(a) Compliance with Environmental Laws. The Lessee, in its conduct of business on or in any activity, work, thing done, permitted or suffered by the Lessee, its agents, contractors, employees or invitees on the Premises, shall at all times and in all respects comply with all federal, state and county laws, ordinances and regulations (the "Hazardous Materials Laws") relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil, flammable explosives, asbestos, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances, or wastes, including, without limitation, any "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any such laws, ordinances or regulations (collectively, the "Hazardous Materials"). Such laws, ordinances or regulations shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq; the Clean Water Act, 33 U.S.C. Section 466, et seq; the Safe Drinking Water Act, 14 U.S.C. Section 1401, et seq; the Superfund Amendment and Reauthorization Act of 1986; Public Law 99-499, 000 Xxxx. 0000; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq, as amended; those substances defined as "hazardous waste", "extremely hazardous waste", "restricted hazardous waste" or "hazardous substance" in the Hazardous Waste Control Act, Section 25100 et seq of the California Health & Safety Code; and those materials and substances similarly described in the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136, et seq., asamended; the Atomic Energy Act of 1954, 42 U.S.C. Section 2011, et seq., as amended; the Xxxxxx Cologne Water Quality Control Act, Section 1300 et seq. of the California Health & Safety Code; and any regulations adopted and publications promulgated pursuant to said Laws.

(b) Hazardous Materials Handling. The Lessee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the Lessee's use of the Premises, including, without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicable Hazardous Materials Laws, the Lessee shall cause any and all Hazardous Materials removed from the Premises to be removed and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such materials and wastes. The Lessee shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, on, under or about the Premises in total conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon expiration or earlier termination of the term of the Lease, the Lessee shall cause

all Hazardous Materials resulting from Lessee’s or Lessee’s invitees’ activities on the Premises to be removed from the Premises and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Lessee shall not take any remedial action in response to the presence of any Hazardous Materials in or about the Premises or the Building, nor enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the Premises or the Building, without first notifying the Lessor of the Lessee's intention to do so and affording the Lessor ample opportunity to appear, intervene or otherwise appropriately assert and protect the Lessor's interest with respect thereto. Notwithstanding anything to the contrary contained herein or in Section 5.4, Lessee shall be permitted to use and maintain products in the Premises which are incidental to the operation of its general office use, including, without limitation, computer servers, tower and laptop personal computers, computer monitors, cell phones, telecommunications wiring and cable, photocopy supplies, secretarial supplies and limited janitorial supplies, which products contain, or are manufactured with, chemicals which are categorized as Hazardous Materials, provided Lessee handles, stores and disposes of such materials in compliance with all applicable Hazardous Materials Laws. Lessor and Lessee acknowledge that Lessor has provided Lessee, prior to Lessee’s execution of this Lease with a copy of the Phase I environmental report completed by AES Due Diligence, Inc., dated October 26, 2017.

(c) Notices. The Lessee shall immediately notify the Lessor in writing of any of the following activities relating to the Lessee's operations on the Premises: (i) any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (ii) any claim made or threatened by any person against the Lessee, the Premises or the Building relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials in, on or removed from the Premises or the Building; and (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Premises or the Building, including any complaints, notices, warnings or asserted violations in connection therewith. The Lessee shall also supply to the Lessor as promptly as possible, and in any event within five (5) business days after the Lessee first receives or sends the same, with copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, the Building or the Lessee's use thereof. The Lessee shall promptly deliver to the Lessor copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises.

(d) Indemnification of Lessor. The Lessee shall indemnify, defend, protect, and hold the Lessor, and each of the Lessor's partners, employees, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) for death of or injury to any person or damage to any property whatsoever arising from or caused in whole or in part, directly or indirectly, by (A) the presence in, on, under or about the Premises or the Building, or discharge in or from the Premises or the Building of any Hazardous Materials or the Lessee's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises or the Building, but only to the extent such Hazardous Materials are present as a result of actions of the Lessee, its officers, employees, invitees, assignees, contractors, or agents, or (B) the Lessee's failure to comply with any Hazardous Materials Law. The Lessee's obligations hereunder shall include, without limitation, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Premises or the Building, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration or earlier termination of the term of the Lease. For purposes of the release and indemnity provisions hereof, any acts or omissions of the Lessee, or by officers, invitees, employees, agents, assignees, contractors or subcontractors of the Lessee or others acting for or on behalf of the Lessee (to the extent any such individual is acting within the scope of his relationship with the Lessee), whether or not such acts or omissions are negligent, intentional, willful or unlawful, shall be strictly attributable to the Lessee.

Notwithstanding anything to the contrary contained herein, Lessee shall not have any liability to Lessor under this Lease resulting from any conditions existing, or events occurring, or any Hazardous Materials existing or generated, at, in, on, under or in connection with the Premises, the Building, Common Areas, or the Project prior to the Commencement Date of this Lease or for Hazardous Materials brought into the Premises, the Building, Common Areas, or the Project during the Term by Lessor, its agents, employees or contractors, or brought onto by any other party. If Hazardous Materials in violation of any laws are discovered in the Premises, the Building, Common

Areas, or the Project during the Term, and such Hazardous Materials were not caused or introduced by Lessee or persons acting by, through or under Lessee, Lessor will, if required by applicable Hazardous Materials Laws, p r o m p t l y cause such Hazardous Materials to be remediated, encapsulated, removed, or otherwise handled, at Lessor’s sole cost and expense and shall not be included in the Building or Common Area Operating Expenses.

(e) Indemnification of Lessee. The Lessor shall indemnify, defend, protect, and hold the Lessee, and each of the Lessee's shareholders, employees, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) for death of or injury to any person or damage to any property whatsoever arising from or caused in whole or in part, directly or indirectly, by (A) the presence in, on, under or about the Premises or the Building, or discharge in or from the Premises or the Building of any Hazardous Materials existing as of the execution of this Lease, or the Lessor's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials to, in, on, under, about or from the Premises or the Building, or (B) the Lessor's failure to comply with Sections 5.4 and 5.5 hereof. The Lessor's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Premises or the Building, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration or earlier termination of the term of the Lease. For purposes of the release and indemnity provisions hereof, any acts or omissions of the Lessor, or by officers, invitees, employees, agents, assignees, contractors or subcontractors of the Lessor or others acting for or on behalf of the Lessor (to the extent any such individual is acting within the scope of his relationship with the Lessor), whether or not such acts or omissions are negligent, intentional, willful or unlawful, shall be strictly attributable to the Lessor.

6. MAINTENANCE, REPAIRS AND ALTERATIONS

6.1 Lessor's Obligations. The Lessor shall cause to be maintained, in good order, condition and repair, and in similar quality and level of other comparable office buildings in Goleta, the roof structure and membrane, and exterior walls, structural walls, foundation, common and exterior windows and doors of the Building, heating, venting and air conditioning systems, all Building systems serving the Building (such as plumbing electrical, elevator, fire life and safety, sprinklers, etc.), Premises and Common Areas, and any public and common areas in the Building including restrooms (including janitorial services and supplies to the all restrooms in the Common Areas), as well as all parking areas, driveways, sidewalks, private roads or streets, landscaping and all other areas located within the Project other than areas occupied by other buildings (such non-building areas being herein referred to as "Common Areas"). The costs of such maintenance are chargeable to the Lessee pursuant and subject to Section 3.2 hereof.

6.2 Lessee's Obligations. The Lessee shall, during the term of this Lease, keep in good order, condition and repair, the interior (from the interior surface of the walls) and non-structural portion of the Premises which are below the ceiling and every part thereof, including, but not limited to, all interior windows and doors in and to the Premises. The Lessor shall incur no expense nor have any obligation of any kind whatsoever in connection with the maintenance of the interior of the Premises and the Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford the Lessee the right to make repairs at the Lessor's expense or to terminate this Lease because of any failure to keep the interior of the Premises in good order, condition and repair. Notwithstanding the foregoing, the Lessor shall be liable for maintenance or repairs which are caused by the Lessor's gross negligence. The Lessee, at Lessee’s sole cost, shall be responsible for interior janitorial services to the Premises.

6.3 Alterations and Additions.

(a) The Lessee shall not, without the Lessor's prior written consent, make any alterations, improvements, additions or utility installations in, on or about the Premises unless such work is non-structural and does not exceed TEN THOUSAND DOLLARS ($10,000); or such work is for flooring and/or painting in the Premises, in which case Lessee shall be required to provide written notice to Lessor describing the scope of the work at least 10 days prior to the commencement of such work by Lessee. For all work, and if applicable, the Lessee will provide the Lessor with as-built drawings reflecting any changes to the Premises. As used in this Paragraph 6.3, the term

"utility installations" shall include bus ducting, power panels, fluorescent fixtures, space heaters, conduits and wiring. As a condition to giving such consent to Lessee’s requested alteration, the Lessor, subject to the provisions set forth in Section 22 of this Lease in connection with Lessee’s installation of any HVAC units on the roof, may require in writing at that the time Lessor provides its approval that the Lessee (i) agree to remove any such alterations, improvements, additions or utility installations at the expiration or sooner termination of the term, and to restore the Premises to their prior condition and/or (ii) provide the Lessor, at the Lessee's sole cost and expenses, a lien and completion bond in an amount equal to one (1.0) times the estimated cost of such improvements to the extent such costs exceed the sum of $100,000, to insure the Lessor against any liability for mechanics' and materialmen's liens and to insure completion of work. Notwithstanding anything to the contrary contained herein, Lessee shall have no obligation to remove or restore at the Expiration Date or early termination of this Lease any alterations constructed by Lessee in the Premises that are considered typical office improvements in nature such as offices, conference rooms and storage rooms.

(b) All alterations, improvements and additions to the Premises shall be performed by the Lessor's contractor for the Project or other licensed contractor approved by the Lessor, which approval shall not be unreasonably withheld, delayed or conditioned. The Lessee shall pay, when due, any claims for labor or materials furnished to or for the Lessee at or for use in the Premises, which claims are or may be secured by any mechanics' or materialmen's lien against the Premises or any interest therein, and the Lessor shall have the right to post notices of non-responsibility in or on the Premises as provided by law.

6.4 Surrender. On the last day of the term hereof, or on any sooner termination, the Lessee shall surrender to the Lessor the Premises and, subject to the provisions of Paragraph 6.3(a) hereof, all alterations, additions and improvements thereto, in the same condition as when received or made, ordinary wear and tear excepted; provided, however, that the Lessee's machinery, equipment and trade fixtures (including utility installations) which may be removed without irreparable or material damage to the Premises, shall remain the property of the Lessee and be removed by the Lessee. The Lessee shall repair any damage to the Premises occasioned by the removal of the Lessee's furnishings, machinery, equipment and trade fixtures, which repair shall include the patching and filing of holes and repair of structural damage. Lessee shall not have any obligation to restore or remove at the Expiration Date or earlier termination of this Lease any of the improvements existing in the Premises as of the Commencement Date.

6.5 Lessor's Rights. If the Lessee fails to perform the Lessee's obligations under this Article 6, the Lessor may, at its option (but shall not be required to), and with a five (5) day written notice to the Lessee, perform such obligations on behalf of the Lessee, and the cost thereof, together with interest thereon at the rate specified in Paragraph 12.2(a) hereof, shall immediately become due and payable as additional rent to the Lessor.

7. INSURANCE

Lessee, at its sole cost and expense, shall, commencing on the date Lessee is given access to the Premises for any purpose, and during the entire Term hereof, procure, pay for and keep in full force and effect:

7.1 Lessee's Insurance. Lessee shall procure and maintain throughout the Term of this Lease: (i) a commercial general liability insurance policy, including insurance against assumed or contractual liability under this Lease, for liability arising out of Lessee’s operations in, and the use, occupancy or maintenance of, the Premises and all areas appurtenant thereto, including any portion of the common areas used by Lessee, to afford protection with respect to bodily injury, death or property damage (including loss of use) of not less than One Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) general aggregate, and in the event property of Lessee’s invitees or customers are kept in or about the Premises, warehouser’s legal liability or bailee customers insurance for the full value of the property of such invitees or customers; (ii) an all-risks property and casualty insurance (special form building and personal property coverage) policy, including theft coverage, written at replacement cost value with replacement cost endorsements, covering all of the Lessee’s property; (iii) a worker’s compensation insurance policy with applicable statutory limits, including a waiver of subrogation in favor of Lessor, (iv) automobile liability insurance with single limit coverage of at least $1,000,000 for all owned, leased/hired or non-owned vehicles, (v) an excess/umbrella liability policy “following form” of not less than Two Million Dollars ($2,000,000), including

a “drop down” feature in case the limits of the primary policy are exhausted, and (vi) in the event Lessee will generate, handle or store Hazardous Materials (as defined in Section 5.4 above) at the Premises, pollution legal liability insurance of not less than One Million Dollars ($1,000,000). All such policies shall be occurrence based and shall provide primary/ non- contributory coverage to Lessor (any policy issued to Lessor providing duplicate or similar coverage shall be deemed excess over Lessee's policies), and shall be procured by Lessee from responsible insurance companies satisfactory to Lessor that are rated no less than A-, Class VII, by A.M. Best Company. All commercial general liability, automobile liability and, if applicable, warehouser’s legal liability or bailee customers insurance policies shall include an “Additional Insured Endorsement” and a “Waiver of Subrogation Endorsement” in favor of Lessor, its affiliated companies, as well as the employees, officers, directors and agents of such companies and any other designees of Lessor. The limits and types of insurance maintained by Lessee shall not limit Lessee’s liability under this Lease. Lessor may also require all contractors performing work at the Premises for Lessee to provide in addition to the insurance coverages referenced above such other insurance in amounts and types and with such companies as may be reasonably requested by Lessor, including, without limitation, construction all risk/builder’s risks (including loss of revenue) insurance, professional errors and omissions liability insurance, and insurance covering such contractor’s equipment and tools. Certificates of insurance in a form reasonably satisfactory to Lessor, or certified copies of the policies, shall be furnished to Lessor or Lessor’s designee (e.g. myCOI) in a manner designated by Lessor on or before the earlier of the Commencement Date or ten (10) days after execution of the Lease, reflecting the limits and endorsements required herein, and renewal certificates or certified copies of renewal policies shall be delivered to Lessor or its designee at least ten (10) days prior to the expiration date of any policy. If available to Lessee, each policy shall require notice of nonrenewal to Lessor and shall further provide that it may not be altered or canceled without thirty (30) days prior notice to Lessor. Notwithstanding the foregoing, Lessee shall provide notice within thirty (30) days to Lessor if any policy for insurance that Lessee is required to maintain under this Lease is altered and such alteration does not comply with the Lease requirements, or is canceled. Lessor agrees to cooperate with Lessee to the extent reasonably requested by Lessee to enable Lessee to obtain such insurance. Lessor shall have the right to require increased limits and/or specific additional coverages if, in Lessor’s reasonable judgment, either is necessary. If Lessee fails to comply with the foregoing requirements relating to insurance, Lessor may, following ten (10) days written notice to Lessee, obtain such insurance and Lessee shall pay to Lessor within thirty (30) days of receipt of invoice the premium cost thereof.

7.2 Lessor's Rights. If the Lessee fails to procure, maintain and/or pay for at the times and for the durations specified in this Lease, the insurance required hereunder, or fails to carry insurance required by any governmental requirement, the Lessor may (but without obligation to do so), and with twenty-four (24) hours advance notice to the Lessee, perform such obligations on behalf of the Lessee, and the cost thereof, together with interest thereon at the rate specified in Paragraph 12.2(a) hereof, shall immediately become due and payable as additional rent to the Lessor.

7.3 Lessor's Insurance. Lessor shall, at all times during the Term of this Lease, insure the Building of which the Premises form a part against loss or damage to the Building/Center with coverage for perils as set forth under the “Causes of Loss-Special Form” or equivalent property insurance policy in an amount equal to the full insurable replacement cost of the Building/Center (excluding coverage of Lessee’s personal property and any alterations by Lessee), and such other insurance, including liability and rent loss coverage, as Lessor may reasonably deem appropriate.

7.4 Indemnification. To the fullest extent permitted by law, the Lessee, except for Lessor’s or Lessor’s partners, employees, agents, contractors, successors and assigns gross negligence, willful acts or misconduct, shall defend, indemnify and hold harmless the Lessor from and against any and all claims arising from the Lessee's use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by the Lessee, its agents, contractors, employees or invitees in or about the Premises, and shall further defend, indemnify and hold harmless the Lessor from and against any and all claims arising from any breach or default in the performance of any obligation on the Lessee's part to be performed hereunder, or arising from any act, neglect, fault or omission of the Lessee, or of its agents, employees, or invitees, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought thereon. In case any action

or proceeding be brought against the Lessor by reason of any such claim, the Lessee, upon notice from the Lessor, shall defend the same at the Lessee's expense by counsel reasonably approved in writing by the Lessor.

Except for claims waived in Sections 7.5 and 7.6 below, and except for Lessee’s or Lessee’s partners, employees, agents, contractors, successors and assigns negligence, willful acts or misconduct, Lessor shall defend, indemnify and hold harmless the Lessee from and against any and all claims arising from the acts or omissions of Lessor, its employees or agents on or about the Premises, and from and against all costs, attorney's fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought thereon. In case any action or proceeding be brought against the Lessee by reason of any such claim, the Lessor, upon notice from the Lessee, shall defend the same at the Lessor's expense by counsel reasonably approved in writing by the Lessee.

7.5 Exemption of Lessor from Liability. Except for Lessor’s or Lessor’s partners, employees, agents, contractors, successors and assigns gross negligence, willful acts or misconduct, Lessor shall not be liable for injury to the Lessee's business or any loss of income therefrom or for damage to the property of the Lessee, the Lessee's employees, invitees, customers or any other person in or about the Premises, nor shall the Lessor be liable for injury to the person of the Lessee, the Lessee's employees, agents or contractors, whether such damage or injury is caused by or results from fire, explosion, falling plaster, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible. The Lessor shall not be liable for incorporeal hereditaments including interference or obstruction of light, air or view. The Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of the Building or the other portions of the Project.

7.6 Release. Notwithstanding any provision to the contrary contained herein, each party hereto hereby releases any and every claim which arises or may arise in its favor and against the other party hereto and/or such party's agents, directors, officers, shareholders, partners, employees and affiliates during the Lease Term or any extension or renewal thereof for any and all injury, loss or damage to persons or property (regardless of whether such injury, loss or damage is the result of or caused by the negligent acts or omissions of the released party or any strict liability) arising from any cause that (a) would be insured against under the terms of any property or workers compensation insurance required to be carried hereunder; or (b) is insured against under the terms of any property or workers compensation insurance actually carried, regardless of whether it is required hereunder. This waiver and release is effective regardless of whether the releasing party actually maintains the insurance described above in this Section 7 and is not limited to the amount of insurance actually carried, or to the actual proceeds received after a loss. Each party shall have its insurance company that issues its property and/or workers compensation coverage waive any rights of subrogation, and shall have the insurance company include an endorsement acknowledging this waiver, if necessary. Lessee assumes all risk of damage of Lessee’s property within the Property, including any loss or damage caused by water leakage, fire, windstorm, explosion, theft, act of any other Lessee, or other cause.

8. DAMAGE OR DESTRUCTION

8.1 Partial Damage. If the Premises, or so much of the Building as to cause the Premises to be uninhabitable, are damaged by any casualty, and the damage (exclusive of any property or improvements installed by the Lessee in the Premises) can be repaired within one hundred and fifty (150) days without the payment of overtime, the Lessor shall, at the Lessor's expense, repair such damage (exclusive of any property of the Lessee or improvements installed by the Lessee in the Premises) as soon as practicable within said one hundred and fifty (150) day period, and this Lease shall continue in full force and effect. If the Premises, or so much of the Building as to cause the Premises to be uninhabitable, are damaged by any casualty, and the damage (exclusive of any property of the Lessee or improvements installed by the Lessee in the Premises) cannot be repaired within one hundred and fifty (150) days without the payment of overtime or other premiums, the Lessor or the Lessee may, at either party's option, either (i) repair such damage as soon as practicable at the Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to the other party within thirty (30) days after the date of the occurrence

of such damage of the party's intention to terminate this Lease, in which event this Lease shall terminate as of the date of the occurrence of such damage.

8.2 Damage Near End of Term. If the Premises, or so much of the Building as to cause the Premises to be uninhabitable, are damaged during the last six (6) months of the term of this Lease, or any renewal thereof, the Lessor may, at the Lessor's option, terminate this Lease as of the date of occurrence of such damage by giving written notice to Lessee of the Lessor's election to do so within thirty (30) days after the date of occurrence of such damage; provided, however, that if the term of this Lease has been extended for any reason whatsoever, the Lessor's right to terminate this Lease shall only apply during the last six (6) months of the then current term of this Lease.

8.3 Abatement of Rent; Lessee's Remedies.

(a) If Lessor is obligated or elects to repair the Premises as provided above, the rent payable for the period during which such repair continues shall be abated, in proportion to the degree to which the Lessee's use of the Premises is impaired. Except for such abatement, if any, Lessee shall have no claim against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration. In the event Lessor exercises its rights to continue the Lease as provided in Section 8.1 above, and less than one hundred percent (100%) of the Premises is usable by Lessee, the rent will continue to be abated to the extent not repaired until the entire Premises is restored.

(b) If Lessor is obligated or elects to repair the Premises as provided above, but does not commence such repair within ninety (90) days after such obligation shall occur, subject to any extension or up to another ninety (90) days for delays beyond the reasonable control of Lessor, Lessee may, at Lessee's option, terminate this Lease by giving Lessor written notice of Lessee's election to do so at any time prior to the commencement of such repair or restoration, in which event this Lease shall terminate as of the date of such destruction.

8.4 Insurance Proceeds Upon Termination. If this Lease is terminated pursuant to any right given the Lessee or the Lessor to do so under this Article 8, all insurance proceeds payable under Article 7 with respect to the damage giving rise to such right of termination shall be paid to the Lessor and any encumbrances of the Premises, as their interests may appear.

8.5 Restoration. The Lessor's obligation to restore shall not include the restoration or replacement of the Lessee's furnishings, machinery, equipment, trade fixtures or other personal property or any improvements or alterations made by the Lessee to the Premises.

Notwithstanding anything to the contrary contained in this Section 8, in the event that the repairs are not completed by Lessor and the Premises are not delivered to Lessee in the same condition as the condition of the Premises prior to the date of the casualty or damage within one hundred and eighty (180) days following the date of the casualty or damage, Lessee, at Lessee’s sole option, shall have the right to terminate this Lease by providing written notice to Lessor in which event this Lease shall terminate as of the date set forth in such notice.

9. PERSONAL PROPERTY TAXES

The Lessee shall pay prior to delinquency all taxes assessed against, levied upon or attributable to its furnishings, machinery, equipment, trade fixtures or other personal property contained in the Premises or elsewhere and, if required, all improvements to the Premises made by Lessee after the Commencement Date, provided, however, that nothing contained herein shall require the Lessor to insure the accuracy of any segregation of the same for purposes of Section 3.4(b) hereof. When practicable, and if required in writing by Lessor, the Lessee shall cause said furnishings, machinery, equipment, trade fixtures and all other personal property to be assessed and billed separately from the real property of the Lessor.

10. UTILITIES AND SERVICES

Subject to the terms and conditions of this Lease including any Force Majeure events as described in Section 17.27 below, and the obligations of Lessee as set forth hereinbelow, and as part of the Building Operating Expenses, Lessor shall furnish or cause to be furnished to the Premises the following utilities and services:

(a) Lessor shall make the elevator of the Building available for Lessee's non-exclusive use, twenty- four (24) hours per day, subject to shut downs for maintenance, inspection and matters reasonably outside Lessor’s control.

(b) Lessor, as part of the Building Operating Expenses, shall furnish HVAC service to the Premises for the comfortable and normal occupancy of the Premises, consistent with similar office buildings in Goleta, twenty-four (24) hours per day and Lessee shall have control over the second floor thermostats. The electrical service for the HVAC system servicing the Premises is separately metered and Lessee shall pay for such consumption of electricity based on the readings from such separate meter or sub-meter without any xxxx-up (except for the property management fee) or profit by the Lessor.

(c) Lessor shall furnish to the Premises twenty-four (24) hours per day, electrical service for office space and to support Lessee’s plan and layout set forth in Exhibit A attached hereto. Said electrical service shall be for power (plugs) and lighting servicing the entire Premises and is separately metered and Lessee shall pay for such consumption of electricity based on the readings from such separate meter or sub-meter without any xxxx-up (except for the property management fee) or profit by the Lessor. Lessor shall also furnish water to the Premises twenty-four (24) hours per day for drinking and lavatory purposes in any sinks and restrooms installed in the Premises as part of Lessor’s Work (as defined below), and in any restrooms in the Common Aras of the Building, in such commercially reasonable quantities as required in Lessor's judgment for the comfortable and normal use of the Premises.

(d) Lessor shall furnish janitorial services to the Common Areas including the restrooms five (5) days per week (excluding nationally or state recognized Holidays). Lessor shall provide exterior window cleaning which shall be done only by Lessor, at such time and frequency as determined by Lessor at Lessor's reasonable discretion provided that such exterior windows are maintained clean and consistent with other similar office buildings in the Goleta area.

(e) Lessor may provide security service or protection at the Building and/or the Project as part of the Building Operating Expenses, in any manner deemed reasonable by Lessor at Lessor’s sole discretion, from the Commencement Date throughout the Term.

The costs of all Building and Project services set forth above shall be included in the Building or Common Area Operating Expenses and all charges with respect to utilities shall be included only once in the Utilities Expenses, Building Operating Expenses or Common Area Operating Expenses as applicable.

Commencing on the first day of the Early Occupancy Period, Lessee shall pay for all water, gas, heat, light, power, janitorial services and other utilities and services supplied to the Premises (collectively and referred to as the “utilities”, “Utilities”, or “Utility Expenses”), together with any taxes thereon in connection with the Initial Premises. Lessor and Lessee acknowledge that the Utilities are not separately metered as of the date of this Lease and such services shall be charged to the Lessee, and the Lessee shall pay a pro rata proportion, as part of operating expenses or Utility Expenses, based on leasable area of the applicable Premises. Lessor and Lessee acknowledge that as of the date of this Lease, Lessee’s share of Utility Expenses for the first month of the Term in connection with the Initial Premises is set forth in Section 4 of the Basic Lease Provisions. Commencing on the first day of the Early Occupancy Period, Lessee shall pay $2,835.94 ($0.17/sf) monthly for its estimated share of utility expenses in connection with the Initial Premises. Commencing January 1, 2019 and provided that Lessor has delivered possession of the Expansion Premises as required herein, Lessee shall pay monthly for its then estimated share of utility expenses on the full expanded Premises. Lessor shall not be liable in damages or otherwise unless due to the Lessor's gross negligence for any failure or interruption of any utility services being furnished to the building and no such failure or interruption shall entitle the Lessee to terminate this Lease. In no event shall the Lessor be liable for any such failure or interruption caused by the exercise of governmental authority, strikes, riots, acts of God, war, adverse weather conditions, fire, flood or casualties or acts of third parties beyond the Lessor's control. The operation and control of utilities, air conditioning and any other energy system is subject to compliance with any government authority governing the

regulation and use of energy systems within the commercial office or industrial building structure. The Lessee shall not subject any of the mechanical, electrical, plumbing, sewer or other utility or service systems or equipment to exercise or use which causes damage to said systems or equipment. Any such damages to equipment caused by the Lessee overloading such equipment shall be rectified by the Lessee, or may, at the Lessor's option, be rectified by the Lessor, at the Lessee's sole cost and expense. Notwithstanding anything to the contrary contained herein, Lessee and Lessor hereby acknowledge that the electrical servicing the Premises for HVAC, lighting and power (plugs) is separately metered or sub-metered and Lessee shall pay for such service as set forth above. In addition, as part of Lessee’s share of Utility Expenses, Lessee shall pay for its proportionate share of the electrical costs for the Common Areas which shall be reasonably and equitably calculated by Lessor. Additionally, Lessee shall pay 100% of any electrical cost associated with Lessee’s charging stations. Notwithstanding anything to the contrary herein, Lessor shall adjust the amount of the monthly estimated share of Utility Expenses annually based on the actual costs of the previous year’s Utility Expenses, pursuant to the terms set forth in this Lease.

Notwithstanding anything to the contrary contained in this Lease, if any utility service to the Premises is interrupted for any period greater than seven (7) consecutive days due solely to Lessor’s gross negligence or willful misconduct, and such interruption or failure prevents Lessee’s use of the Premises for the purposes allowed by this Lease, then as liquidated damages for such interruption or failure, Base Rent and Additional Rent payable hereunder, or a portion thereof in the proportion that the rentable square feet of the portion of the Premises that Lessee is prevented from using, and does not use, bears to the total rentable square feet of the Premises, shall be abated for each day after such seven (7) day period that such interruption or failure continues. If Lessee’s right to abatement occurs because of a damage or destruction pursuant to Section 8 in this Lease or an event of eminent domain pursuant to Section 13 in this Lease, then this paragraph shall not be applicable and such abatement rights shall be governed by Section 8 and Section 13 respectively, and not this Section 10.

11. ASSIGNMENT AND SUBLETTING

11.1 Lessee shall not voluntarily or by operation of law sublet, assign, transfer, mortgage or otherwise encumber, or grant concessions, licenses or franchises with respect to all or any part of Lessee's interest in this Lease or the Premises without the prior written consent of Lessor, which shall not be unreasonably withheld, delayed or conditioned. If Lessee desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Lessor of its desire to do so and shall submit in writing to Lessor (i) the name of the proposed sublessee or assignee; (ii) the nature of the proposed sublessee's or assignee's business to be carried on in the Premises; (iii) the terms and provisions of the proposed sublease or assignment; (v) such reasonable financial information as the Lessor may request concerning the proposed sublessee or assignee, including, but not limited to, a balance sheet as of a date within ninety (90)days of the request for Lessor's consent, statements of income or profit and loss for the two (2) year period preceding the request for Lessor's consent or for the available period, and a written statement in reasonable details as to the business experience of the proposed sublessee or assignee during the five (5) years preceding the request for the Lessor's consent or for the available period; and (vi) the name and address of sublessee's or assignee's present or previous landlord, if available. Any sublease, license, concession, franchise or other permission to use the Premises shall be expressly subject and subordinate to all applicable terms and conditions of this Lease. Any purported or attempted assignment, transfer, mortgage, encumbrance, subletting, license, concession, franchise or other permission to use the Premises contrary to the provisions of this paragraph shall be void.

11.2 Notwithstanding anything to the contrary contained herein, the use by, nor the subletting or assignment to, (i) a parent or subsidiary of Lessee; (ii) any person or entity which controls, is controlled by or under common control with Lessee; (iii) any entity which purchases all or substantially all of the assets or stock of Lessee, (iv) any entity into which Lessee is merged or consolidated; (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Lessee; (vi) any subsidiary, any subsidiary of such subsidiary or an affiliate of Lessee (collectively “Affiliate”) of all or a portion of the Premises, or the Lease shall not be deemed an assignment, sublease or transfer under the Lease, and shall not require Lessor’s consent, but Lessee shall notify Lessor in writing of such sublease or assignment to an Affiliate; and shall not relieve Lessee from primary liability and its obligations under the Lease.

11.3 No subletting, assignment, license, concession, franchise or other permission to use the Premises shall relieve the Lessee of its obligations to pay the rent or to perform all of the other obligations to be performed by the Lessee hereunder. The acceptance of rent by the Lessor from any other person shall not be deemed to be a waiver by the Lessor of any provisions of this Lease.

11.4 At any time within ten (10) days after the Lessor's receipt of the information specified in Section 11.1 above, the Lessor may by written notice to the Lessee elect (a) to sublease the Premises or the portion thereof so proposed to be subleased by the Lessee, or to take an assignment of the Lessee's leasehold estate hereunder, upon the same terms as those offered to the proposed sublessee or assignee, as the case may be; or (b) to terminate this Lease as to the portion (including all) of the Premises so proposed to be subleased or assigned, with a proportionate abatement in the rent payable hereunder; (c) disapprove such assignment or subletting, (d) provide its written consent to Lessee of such proposed sublease or assignment. If the Lessor does not act within twenty (20) days, such failure to act is deemed an approval of such request for assignment or subletting.

11.5 Each assignee or transferee, other than Lessor, shall assume all obligations of Lessee under this Lease and shall be and remain liable jointly and severally with Lessee for the payment of the rent, and for the due performance of all the terms, covenants, conditions and agreements to be performed by the Lessee hereunder; provided, however, that a transferee other than an assignee shall be liable to the Lessor for rent only in the amount set forth in the assignment or transfer. No assignment shall be binding on the Lessor unless such assignee or Lessee shall deliver to the Lessor a counterpart of such assignment and an instrument in recordable form which contains a covenant of assumption by such assignee satisfactory in substance and form to the Lessor, consistent with the requirements of this Section 11.5.

11.6 Consent by Lessor to any subletting or assignment (except to an Affiliate) shall be conditioned upon payment by Lessee to Lessor of fifty percent (50%) of all "Transfer Consideration" (as hereafter defined) received or to be received, directly or indirectly, by the Lessee on account of such assignment or subletting. Transfer Consideration shall be paid to the Lessor within 30 days following the date that Lessee receives the same. Failure to pay the Lessor the Transfer Consideration, or any portion or installment thereof, shall be deemed a default under this Lease, entitling the Lessor to exercise all remedies available to it under law including, but not limited to, those specified in Article 12 of this Lease. "Transfer Consideration" shall only mean a) in the case of a subletting, any consideration paid or given, directly or indirectly, by the sublessee to the Lessee pursuant to the sublease for the use of the Premises, or any portion thereof, over and above the rent and any additional rent, however denominated, in this Lease, payable by the Lessee to the Lessor for the use of the Premises (or portion thereof), prorating as appropriate the amount payable by the Lessee to the Lessor under this Lease, if less than all of the Premises is sublet, net of broker's fees and commissions, and (b) in the case of an assignment only, any consideration paid or given, directly or indirectly, by the sublessee or assignee to the Lessee in exchange for entering into the sublease or assignment, but shall not include reimbursement for any security deposit, reimbursement of any improvements, fixtures or furnishings installed in the Premises by the Lessee or any payment for personal property of the Lessee not in excess of the Lessee's book value thereof net of broker's fees and commissions. As used herein, Transfer Consideration shall include consideration in any form, including, but not limited to, money, property, assumption of liabilities other than those arising under this Lease, discounts, services, credits or any other item or thing of value; less any fees or monies incurred by Lessee for broker fees or commissions, marketing fees, free rent, legal fees, and tenant improvements, prorated over the sublease term (the “Transfer Consideration Deductions”). The Lessor shall be entitled to be paid in cash in an amount equivalent to the aggregate of the cash portion of the Transfer Consideration and the value of any non-cash portion of the Transfer Consideration within 30 days following the Lessee’s receipt of said Transfer Consideration. If any Transfer Consideration is to be paid or given in installments, the Lessee shall pay each such installment to Lessor within 30 days following the Lessee’s receipt of said Transfer Consideration. Notwithstanding the foregoing, Transfer Consideration shall not include the proceeds from the sales of stock by the Lessee or its shareholders, and the Lessor and the Lessee agree that this provision is only intended to apply to any profit realized by the Lessee from the increased rental value of the office space which constitutes the Premises, and not from any profit realized in any kind of sale or merger or stock or debt offering, or any similar corporate transaction by the Lessee.

11.7 The Lessee shall reimburse the Lessor for the Lessor's reasonable costs and attorneys' fees incurred in conjunction with the processing and documentation of any assignment, subletting, transfer, change of ownership or hypothecation of this Lease or the Lessee's interest in the Premises not to exceed $2,500 per each request made by Lessee.

12. DEFAULTS; REMEDIES

12.1 Default by Lessee. The occurrence of any one or more of the following events shall constitute a default of this Lease by the Lessee:

(a) The vacating or abandonment of the Premises by the Lessee combined with the failure to pay rent;

(b) The failure of the Lessee to make any payment of rent or any other payment required to be made by the Lessee hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from the Lessor to the Lessee; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161;

(c) The failure by the Lessee to observe or perform any of the covenants, conditions or provisions of this Lease (or the covenants, conditions and restrictions governing the Project) to be observed or performed by the Lessee, other than described in Paragraph 12.1(b) hereof, where such failure shall continue for a period of thirty (30) days after written notice thereof from the Lessor to the Lessee; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161; provided, further, that if the nature of the Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then the Lessee shall not be deemed to be in default if the Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or

(d) The making by the Lessee of any general assignment or general arrangement for the benefit of creditors; the filing by or against the Lessee of a petition to have the Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against the Lessee, the same is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of the Lessee's assets located at the Premises, or of the Lessee's interest in this Lease, where possession is not restored to the Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of the Lessee's assets located at the Premises or of the Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days.

12.2 Remedies for Default by Lessee. In the event of any such default, Lessor may at any time thereafter, upon notice and demand and without limiting Lessor in the exercise of any other right or remedy which Lessor may have by reason of such default or breach:

(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee:

(1) The worth at the time of award of the unpaid rent which has been earned at the time of termination;

(2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided;

(3) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and

(4) Any other amount necessary to compensate the Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to: the cost of recovering possession of the Premises, expenses of releasing including necessary renovation and alteration of the Premises, reasonable attorneys' fees and any other reasonable cost. The "worth at the time of award" of the amounts referred to in subparagraphs (1) and (2) above shall be computed by allowing interest at two (2) percentage points above the discount rate of the Federal Reserve Bank of San Francisco at the time of the award. The "worth at the time of award" of the amount referred to in subparagraph (3) above shall be computed by discounting such amount at three (3) percentage points above such discount rate.

(b) Suspend or discontinue the services specified in Article 10 above, or any thereof, during the continuance of any such default and any such suspension or discontinuance shall not be deemed or construed to be an eviction or ejection of the Lessee.

(d) Pursue any other remedy now or hereafter available to the Lessor under the laws or judicial decisions of the State of California, including, but not limited to, the remedy provided in California Civil Code Section 1951.4 to continue this Lease in effect.

(e) The Lessor, in addition to the rights hereinbefore given in the case of the

Lessee's breach or default, may pursue any other remedy available to the Lessor at law or in equity.

12.3 Default by Lessor. The Lessor shall not be in default of any of the obligations of the Lessor under the Lease, unless the Lessor fails to perform such obligations within a reasonable time, but in no event more than thirty (30) days after written notice by the Lessee to the Lessor specifying wherein the Lessor has failed to perform such obligations; provided, however, that if the nature of the Lessor's default is such that more than thirty (30) days are required for its cure, the Lessor shall not be in default if the Lessor commences such cure within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In the event of any such default by the Lessor, the Lessee may pursue any remedy now or hereafter available to the Lessee under the laws of judicial decisions of the State of California, except that the Lessee shall not have the right to terminate this Lease except as expressly provided herein nor to set off against any payments due under this Lease. The Lessee waives any right to deduct the expenses of repairs done by the Lessee on the Lessor’s behalf from the rent and waives, except as herein provided, any of the Lessor’s obligations for tenantability of the Building or the Premises.

In the case of an emergency, or if Lessor has not completed a repair or maintenance that is required under the Lease within 30 days following Lessee’s notice to Lessor (except that such 30 days shall be extended on day for day basis due to Force Majeure), that prevents Lessee’s occupancy or use of the Premises or parking area, Lessee may make or complete any such Lessor responsible repair or maintenance and submit the invoice for same to Lessor for reimbursement to Lessee of Lessee’s reasonable actual costs incurred with such repair or maintenance, and said reimbursement shall be paid to Lessee within 30 days following Lessor’s receipt of Lessee’s invoice accompanied by receipts or other evidence of such costs, proof of payment thereof and lien waivers from any contractors and/or materialmen.

12.4 Late Charges. Lessee acknowledges that the late payment by Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any other sum due from Lessee shall not be received by Lessor, or Lessor's

designee, within ten (10) days after the same is due, Lessee shall pay to the Lessor a late charge equal to five percent (5%) of such overdue amount, monthly, until such overdue amount is paid. Lessee acknowledges that such late charge represents a fair and reasonable estimate of the cost that Lessor will incur by reason of a late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's default with respect to such overdue amounts nor prevent Lessor from exercising any of the other rights and remedies granted hereunder.

13. CONDEMNATION OR RESTRICTION ON USE

13.1 Eminent Domain. If the whole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give the Lessorany interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee's business and/or for the Lessee's unamortized cost of leasehold improvements. The unamortized portion of the Lessee's expenditures for improving the Premises shall be determined by multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease which shall not have expired at the time of such appropriation or taking and the denominator of which shall be the number of years of the term of this Lease which shall not have expired at the time of improving the Premises. In no event shall options to renew or extend be taken into consideration in determining the payment to be made to the Lessee. The Lessee's right to receive compensation or damages for its fixtures and personal property shall not be affected in any manner thereby.

13.2 Abatement of Rent. In the event of a partial taking which does not result in a termination of this Lease, rent shall be abated in proportion to that part of the Premises so made unusable by the Lessee.

13.3 Temporary Taking. No temporary taking of the Premises and/or of the Lessee's rights therein or under this Lease that are less than 180 days shall terminate this Lease or give the Lessee any right to any abatement of rent hereunder; and any award made to the Lessee by reason of any such temporary taking shall belong entirely to the Lessee and the Lessor shall not be entitled to share therein. Any temporary taking of the Premises and/or of the Lessee's rights therein or under this Lease that are longer than 180 days shall terminate this Lease or give the Lessee a right to an abatement of rent hereunder.

13.4 Voluntary Sale as Taking. A voluntary sale by the Lessor to any public body or agency having the power of eminent domain, under threat of condemnation while condemnation proceedings are pending, shall be deemed to be a taking under the power of eminent domain for the purpose of this Article 13.

14. BROKERS

Lessee and Lessor represent and warrant that the parties have neither incurred nor are aware of any other brokers (except for the Brokers set forth in Section 7 of the Basic Lease Provisions) and/or broker's, finder's, or similar fee in connection with the origin, negotiation, execution or performance of this Lease and agree to indemnify and hold harmless the other party from any loss, liability, damage, cost or expense incurred by reason of a breach of this representation. Lessor shall pay all the fees and commission to the Brokers in connection with this Lease pursuant to a separate agreement between Lessor and Lessor’s Broker.

15. LESSOR'S LIABILITY

15.1 The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the fee title or a Lessee's interest in a ground lease of the Building. In the event of any transfer of such title or interest, the Lessor herein named (and in case of any subsequent transfers, the then grantor) shall be relieved from, and after the date of such transfers of all liability for the Lessor's obligations thereafter to be

performed; provided, however, that any funds in the hands of the Lessor or the then grantor at the time of such transfer (including the Security Deposit and the Letter of Credit) in which the Lessee has an interest shall be delivered to the grantee. The obligations contained in this Leaseto be performed by the Lessor shall, subject as aforesaid, be binding on the Lessor's successors and assigns only during their respective periods of ownership.

15.2 The initial Lessor hereunder is a joint venture operating as a California partnership. In consideration of the benefits accruing hereunder, the Lessee, its successors and assigns, agree that, in the event of any actual or alleged failure, breach or default hereunder by the initial Lessor:

(a) The sole and exclusive remedy shall be against the assets of the joint venture;

(b) No joint venturer shall be sued or named a party in any suit or action (except as may be necessary to secure jurisdiction of the joint venture);

(c) No service of process shall be made against any joint venturer (except as may be necessary to secure jurisdiction of the joint venture); service of process;

(d) No joint venturer shall be required to answer or otherwise plead to any

(e) No judgment will be taken against any joint venturer;

(f) Any judgment taken against any joint venturer may be vacated and set aside at any time nunc pro tunc; venturer; and

(g) No writ of execution will ever be levied against the assets of any joint

(h) These covenants and agreements are enforceable by the Lessor and also by any joint venturer thereof.

16. PARKING

During the term of this Lease, the Lessee shall have the right in common (except for Lessee’s 6 reserved parking spaces which shall be Lessee or Lessee’s visitors exclusive use) with other tenants of the Building (if any), to use the parking area available to tenants of the Building. The Lessee's use of such parking facilities or that of its invitees shall be limited to a maximum of the number of parking spaces shown in Item 8 of the Basic Lease Provisions (but such space will not be separately identified and the Lessor shall have no obligation to monitor the use of such parking facility except as set forth in this Lease and except for the 6 reserved parking spaces which shall be marked with Lessee’s name), and shall be subject to such rules and regulations as may be established, from time to time, by the Lessor for the effective use of such parking facilities. Such rules and regulations may include, but shall not be limited to, designation of specific areas for use by invitees of the Lessee and the Lessor; hours during which parking shall be available for use; parking attendants; a parking validation or other control system to prevent parking abuse; and such other matters affecting the parking operation to the end that said facilities shall be utilized to maximum efficiency and in the best interest of the Lessor, the Lessee and their respective invitees. The Lessor may temporarily close any part of the Common Area for such periods of time as may be necessary to prevent the public from obtaining prescriptive rights or to make repair or alterations subject to the terms in this Lease. The Lessor shall not have any express or implied obligation to enforce or police the parking lot usage except as otherwise set forth in the Lease. The Lessee's right to use any area for parking purposes shall be subject to restrictions or other limitations resulting from any laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and no such event shall in any way affect this Lease, xxxxx rent, relieve the Lessee of any liabilities or obligations under this Lease, or give rise to any claim whatsoever against the Lessor; specifically, the Lessee's right to use any area for parking purposes shall be subject to any preferential parking program for participants in any ridesharing program established by the Lessor, except as otherwise set forth in this Lease, and provided any such programs do not diminish Lessee’s parking spaces and rights under the Lease. If the Lessor reasonably determines

that the Lessee is regularly using in excess of the number of parking spaces specified in Item 8 of the Basic Lease Provisions, the Lessor may, in addition to any other remedy, impose a reasonable charge for such excess usage, payable by the Lessee within 20 days following Lessee’s receipt of Lessor’s written notice and invoice; provided however that if Lessee ceases any such excess usage within 2 days following Lessor’s written notice, no payment shall be due by Lessee.

17. GENERAL PROVISIONS

17.1 Estoppel Certificate

(a) The Lessee shall at any time, and from time to time, upon not less than ten (10) business days' prior written notice from the Lessor, execute, acknowledge and deliver to the Lessor a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are no, to the Lessee's actual knowledge, uncured defaults on the part of the Lessor hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.

(b) The Lessee's failure to deliver such statement within such time shall be conclusive upon the Lessee that (i) this Lease is in full force and effect without modification except as may be represented by the Lessor, (ii) there are no uncured defaults in the Lessor's performance, and (iii) not more than one (1) month's rent has been paid in advance.

(c) If the Lessor desires to finance or refinance the Premises, or any part thereof, the Lessee shall deliver to any lender designated by the Lessor such financial statements of the Lessee as may be reasonably required by such lender, prepared by Lessee in its customary course of business, and in no event more than twice per each calendar year. All such financial statements shall be received by the Lessor in confidence and shall be used only for the purposes herein set forth, and shall be delivered to Lessor subject to Lessor and Lessee first executing a mutually agreed and commercially reasonable non-disclosure agreement.

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

17.3 Time of Essence. Time is of the essence in the performance of all terms and conditions of this Lease in which time is an element.

17.4 Captions. Article and paragraph captions have been inserted solely as a matter of convenience and such captions in no way define or limit the scope or intent of any provision of this Lease.

17.5 Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to be delivered and received (a) when personally delivered, or (b) on the second business day after the date on which deposited in the United States mails, certified or registered mail, postage prepaid, return receipt requested, addressed to the Lessor and the Lessee respectively at the addresses set forth below their signatures to the Basic Lease Provisions, or to such other or additional persons or at such other addresses as may, from time to time, be designated in writing by the Lessor or the Lessee by notice pursuant hereto.

17.6 Waivers. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof. Consent to or approval of any act by one of the parties hereto shall not be deemed to render unnecessary the obtaining of such party's consent to or approval of any subsequent act. The acceptance of rent hereunder by the Lessor shall not be a waiver of any preceding breach by the Lessee of any provision hereof, other than the failure of the Lessee to pay the particular rent so accepted, regardless of the Lessor's knowledge of such preceding breach at the time of acceptance of such rent.

17.7 Holding Over. If the Lessee holds over after the expiration or earlier termination of the term hereof without the express written consent of the Lessor, the Lessee shall become a tenant at sufferance only at One Hundred and Twenty-Five Percent (125%) of the monthly rent for the Premises then in effect for the Premises, in effect upon the date of such expiration or earlier termination (subject to adjustment as provided in Article 3 hereof and prorated on a daily basis), and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by the Lessor of rent after such expiration or earlier termination shall not constitute a consent to a holdover hereunder or result in a renewal. The foregoing provisions of this paragraph are in addition to and do not affect the Lessor's right of re-entry or any other rights of the Lessor hereunder or as otherwise provided by law.

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

17.9 Inurement. Subject to any provisions hereof restricting assignment or subletting by the Lessee and subject to the provisions of Article 15 hereof, the terms and conditions contained in this Lease shall bind the parties, their personal representatives, successors and assigns.

17.10 Choice of Law. This Lease shall be governed by the laws of the State of California.

17.11 Subordination. This Lease shall, at the Lessor's option, be either superior or subordinate to mortgages or deeds of trust on the Premises, whether now existing or hereinafter created and subject to receipt by the Lessee of a non-disturbance agreement from such lender(s). The Lessee shall, within 10 business days following written demand by the Lessor, execute such commercially reasonable instruments as may be required, from time to time, to subordinate the rights and interest of the Lessee under this Lease to the lien of any mortgage or deed of trust on the Building; provided however that such instruments shall be subject to Lessor’s Conditions. No such instruments shall waive any rights of Lessee, or increase any of Lessee’s obligations, under this Lease. Notwithstanding any such subordination, so long as the Lessee is not in default hereunder, this Lease shall not be terminated or the Lessee's quiet enjoyment of the Premises disturbed in the event such mortgage or deed of trust is foreclosed. In the event of such foreclosure, the Lessee shall thereupon become a Lessee of, and attorn to, the successor in interest to the Lessor on the same terms and conditions as are contained in this Lease.

Notwithstanding the foregoing, Lessor shall provide Lessee with a Non-Disturbance and Subordination agreement in a commercially reasonable form from any future mortgages, ground lessors or other financing entities as a condition precedent to any future subordination of the Lease.

Lessor agrees that all of Lessee’s machinery, equipment, inventory, or other personal property (“Lessee’s Property”) which may be located on the Premises shall remain the personal property of the Lessee and shall not become a fixture or part of the realty notwithstanding anything to the contrary set forth in the Lease or that may be implied by law from the mode of attachment, installation or otherwise. Lessor further agrees that any lien or security interest Lessor may claim against any of Lessee’s Property is subordinated to any lien or security interest now or subsequently held by Lender in any of such property. Upon request, Lessor agrees to execute a commercially reasonable subordination agreement and/or lien waiver form in favor of Lessee's lender.

17.12 Attorneys' Fees. If any action at law or equity, including an action for declaratory relief, is brought to enforce the provisions of this Lease, the prevailing party shall be entitled to recover actual attorneys' fees incurred in bringing such action and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of the action and shall be paid whether or not such action is prosecuted to judgment. The attorneys' fees to be awarded the prevailing party may be determined by the court in the same action or in a separate action brought for that purpose. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of actual attorneys' fees and costs incurred in enforcing such judgment. The award of attorneys' fees shall not be computed in accordance with any court schedule, but shall be made so as to fully reimburse the prevailing party for all reasonable attorneys' fees, paralegal fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate the prevailing party for all reasonable attorneys' fees, paralegal fees, costs and expenses paid or incurred in good faith. For purposes

of this section, attorneys' fees shall include, without limitation, attorneys' fees, paralegal fees, costs and expenses incurred in relation to any of the following: post-judgment motions; contempt proceedings, garnishment, levy and debtor or third party examinations; discovery; and bankruptcy litigation.

17.13 Lessor's Access. The Lessor and the Lessor's agents shall have the right to enter the Premises at reasonable times subject to 24 hours prior notice to Lessee (except in the event of emergency) for the purpose of inspecting the same, showing the same to prospective purchasers, lessees (only during the last 12 months of the Term or any extension thereof), or lenders, and subject to reasonable prior written notice to and coordination with Lessee, except in the event of emergency, making such alterations, repairs, improvements or additions to the Premises or to the Building as the Lessor may deem reasonably necessary or desirable. The Lessor may at any time place on or about the Building any ordinary "For Sale" signs and the Lessor may, at any time during the last one hundred eighty (180) days of the term hereof (or during any period in which the Lessee is in default under this Lease), place on or about the Building any ordinary "For Sale", "For Lease" or similar signs, all without rebate of rent or liability to the Lessee.

17.14 Corporate Authority. If the Lessee is a corporation, the Lessee shall, at the Lessor's request, require that each individual executing this Lease on behalf of said corporation represent and warrant that he is duly authorized to execute and deliver this Lease on behalf of said corporation inaccordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the Bylaws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. The Lessee shall also, at the Lessor's written request, within thirty (30) days after execution of this Lease, deliver to the Lessor a certified copy of a resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease.

17.15 Surrender or Cancellation. The voluntary or other surrender of this Lease by the Lessee, or a mutual cancellation thereof, shall not work a merger, and shall terminate all or any existing subleases, unless the Lessor elects to treat such surrender or cancellation as an assignment to the Lessor of any or all of such subleases.

17.16 Entire Agreement. This Lease, the exhibits hereto which by this reference are incorporated herein as though set forth in full herein, covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning the Premises and the Building, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. The Lessor has made no representations or promises whatsoever with respect to the Premises or the Building, or the design configuration of the Project, except those contained herein, and no other person, form or corporation has at any time had any authority from the Lessor to make any representations or promises on behalf of the Lessor. If any such representations or promises have been made by others, the Lessee hereby waives all right to rely thereon. No verbal agreement or implied covenant shall be held to vary the provisions hereof, any statute, law or custom to the contrary notwithstanding.

Except as otherwise provided herein, nothing expressed or implied herein is intended or shall be construed to confer upon or grant any person any rights or remedies under or by reason of any term or condition contained in this Lease.

17.17 Signs. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed, printed or affixed to or near any part of the outside or inside of the Building without the prior written consent of Lessor first and without full compliance with all governmental requirements. Lessor shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to Lessee and at the expense of Lessor. Lessee further agrees to maintain any such approved signs, as may be approved by Lessor, in good condition and repair at all times. Lessee shall not place any sign on a vehicle or movable or non-movable object in or on the street adjacent to the Project.

Notwithstanding the foregoing, Lessee, at Lessee’s sole expense, and subject to Lessor's approval, which approval shall not be unreasonably withheld, delayed or conditioned, shall have the right to install the following signage: (i) on the top of the Building façade at a location shown on Exhibit G, backlit if permitted by the City; (ii) on the Building existing monument at a location shown on Exhibit G (Lessee shall have one of four placards on the top left location of said monument), (iii) Lessee’s name/logo in Lessee’s reception area; (iv) on the Building lobby

directory on the first floor, and (v) at the entrance doors of the Premises. Lessee shall obtain Lessor’s approval for any and all changes and shall obtain all necessary approvals from the City of Goleta. Exterior signage shall be subject to Lessor’s reasonable approval of the location, size and design of the signage.

17.18 Interest on Past Due Obligations. Any amount due from the Lessee to the Lessor hereunder which is not paid when due shall bear interest at two percentage (2%) points above the discount rate of the Federal Reserve Bank of San Francisco at the time of the award from the date due until paid, but the payment of such interest shall not excuse or cure any default by the Lessee.

17.19 Gender; Number. Whenever the context of this Lease requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural.

17.20 Recording of Lease. The Lessee shall not record this Lease without the express written consent of the Lessor. If such permission is granted, at the expiration or sooner termination of this Lease, the Lessee shall execute, acknowledge and deliver to the Lessor, within ten (10) days after written demand from the Lessor, any quitclaim deed or other document reasonably required by any reputable title company to remove the cloud of this Lease from the title of the real property subject to the Lease.

17.21 Waiver of Subrogation. The Lessor and the Lessee each hereby waive any and all rights of recovery against the other, or against the officers, employees and agents and representatives of the other, for loss of or any damage to such waiving party or its property, or the property of others under its control, to the extent that such loss or damage is insured against under any valid and collectible insurance policy in force at the time of such loss or damages. The Lessee shall, upon obtaining the policies of insurance required hereunder, if required by Lessor or the insurance company in writing, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease.

17.22 Confidentiality of Lease. The Lessee and Lessor acknowledge and agree that the terms of this Lease are confidential and constitute proprietary information of the Lessor and Lessee. Disclosure of the terms hereof could adversely affect the ability of the Lessor to negotiate other leases with respect to the Building and impair the Lessor's relationship with other tenants of the Building. The Lessee and Lessor agrees that their respective, partners, officers, directors, employees, brokers and attorneys, shall not disclose the terms and conditions of this Lease to any other person without the prior written consent of the other party. It is understood and agreed that damages would be an inadequate remedy for the breach of this provision by the Lessee or Lessor, and the Lessor and Lessee, as applicable, shall have the right to specific performance of this provision and to injunctive relief to prevent its breach or continued breach. There shall be excluded from this obligation any filing required by the Securities and Exchange Commission or any other disclosure required by law.

17.23 Quiet Enjoyment. Provided the Lessee has performed all of the terms, covenants, agreements and conditions of this Lease, including the payment for rent and all other sums due hereunder, the Lessee shall peaceably and quietly hold and enjoy the Premises for the term hereof, but subject to the provisions and conditions of this Lease against the Lessor and all persons claiming by, through or under the Lessor. The Lessee's right to use the Premises and the Common Area as herein provided shall be subject to restrictions or other limitations or prohibitions resulting from any laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force and no such event shall in any way affect this Lease, xxxxx rent, relieve the Lessee of any liabilities or obligations under this Lease.

17.24 Window Coverage. The Lessor shall select and install as part of the Lessee Improvements, and mutually approved by Lessee and Lessor, a standard mini-blind type and color for all exterior windows in the Premises. No window covering, including, but not limited to, coatings or draperies, shall be used by the Lessee without the Lessor's written approval.

17.25 Materials Storage Restrictions. The Lessee agrees to conduct its business so as not to violate any commercially reasonable or government building and safety codes.

17.26 No Agency. Neither party is the agent or partner of the other, and the legal relationship between the parties hereto shall be governed solely by the terms of this Lease when duly executed by both parties with respect to the transactions contemplated hereby.

17.27 Force Majeure. Notwithstanding any of the items set forth above, the Lessor shall bear no liability of whatever kind to the Lessee if, despite the Lessor's exercise of due diligence, the Lessor's carrying out of its obligations, as defined herein, prevented or delayed by legal action, nor by the exercise of governmental authority, whether Federal, State of County, or other or by force majeure, strikes, riots, acts of God, war, adverse weather conditions, fire, unavoidable casualties, or acts of third parties beyond the Lessor's control. Other than for Lessee’s obligations under this Lease that can be performed by the payment of money (e.g. payment of Rent and maintenance of insurance), the Lessee shall bear no liability of whatever kind to the Lessor if, despite the Lessee's exercise of due diligence, the Lessee's carrying out of its obligations, as defined herein, is prevented or delayed by legal action, or by the exercise of governmental authority, whether Federal, State of County, or by force majeure, strikes, riots, acts of God, war, adverse weather conditions, fire, unavoidable casualties, or acts of third parties beyond the Lessee's control.

17.28 Accord and Satisfaction. No payment by the Lessee or receipt by the Lessor of a lesser amount than the rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and the Lessor may accept such check or payment without prejudice to the Lessor's right to recover the balance of such rent or pursue any other remedy provided in this Lease.

17.29 Financial Statements. Lessor hereby acknowledges that the Lessee has provided or made available to Lessor, Lessee’s financial statements, and the annual financial statements of the Lessee. Such financial statements have been prepared in accordance with Lessee’s customary course of business. Any misrepresentations in the Lessee's financial statements will be considered, at the Lessor's option, as a breach of a material provision of this Lease. Within five (5) business days following written request by the Lessor delivered after any default by the Lessee in the payment of any sums owing under this Lease beyond any applicable notice and cure periods, the Lessee shall provide the Lessor with copies of the Lessee's financial statement for the end of the most recent quarter of the Lessee's fiscal year available to Lessee, and the Lessee's financial statement (including year to date information) as available under the Security Exchange Commission (SEC) requirements. In each case, such financial statement shall be prepared in accordance with Lessee’s customary course of business. The Lessee's failure to deliver the financial statements contemplated hereby within the time specified shall constitute a material default by the Lessee under this Lease.

17.30 Supersedes Proposal to Lease. This Lease supersedes any proposals regarding the leasing of the Premises, whether written or oral, and any such proposals will be terminated, and of no force or effect, effective upon the execution of this Lease.

17.31 Construction. The provisions of this Lease should be liberally construed to effectuate its purposes. The language of all parts of this Lease shall be construed simply according to its plain meaning and shall not be construed for or against either party, as each party has participated in the drafting of this Lease and had the opportunity to have their counsel review it. Whenever the context and construction so requires, all words used in the singular shall be deemed to be used in the plural, all masculine shall include the feminine and neuter, and vice versa.

17.32 Generator. Lessor, subject to City approval, shall designate the exterior area located in the project near the electrical room for the Building, as shown on Exhibit H, for the installation of Lessee’s electrical generator equipment (up to 500 KW, including a diesel above ground tank storage or propane gas, if gas line is not available, and an electrical conduit from the generator to an area in the Premises designated by Lessee), and the installation of any such generator shall be subject to Lessor’s reasonable approval and in accordance with all applicable laws and City ordinances. The installation, screening, repair and maintenance of the generator during the Term shall be at Lessee’s sole cost. Lessee shall not be required to remove the generator at the end of the Lease Term or any extensions thereof provided that the generator is in good working order, normal wear and tear excepted. There shall

be no additional charge to Lessee during the Term and extensions thereof for the generator rights. Lessee shall be required to keep generator in good working order and shall keep all necessary permits up to date with any government agency requirements. Lessor reserves the right to require Lessee to close out any permits with all government agencies and shut down the operation of the generator, at the expiration of the Lease. In the event the installation of Lessee’s generator requires the use or removal of any parking spaces, Lessee’s parking allocation will be reduced by the number of parking spaces that said generator uses or removes.

18. TENANT IMPROVEMENTS

The Premises shall be delivered turnkey to Lessee on or before the first day of the early Occupancy Period using building standard finishes and/or finishes (the “Tenant Improvements”) depicted and pursuant to the mutually agreed space plan and construction plans and notes (the “Construction Documents”) prepared by PK:Architecture, and the Cost Project Worksheet prepared by Xxxxxxxx Commercial Construction, Inc. dated 5-8-18 (the “CPW”) as more particularly detailed in the attached Exhibit A-1 (“Lessor’s Work”). For clarification purposes, the items and improvements included in the CPW shall be part of the Lessor’s Work as depicted in the CPW, and the prices included in the CPW are for reference purposes only. Notwithstanding the foregoing, Lessee shall reimburse Lessor $200,000.00 for Lessee’s portion of the Tenant Improvements in connection with costs and the scope of work associated with Lessor’s Work (“Lessee’s Tenant Improvement Contribution”). Lessee’s Tenant Improvement Contribution shall be paid by Lessee to Lessor as follows: (i) $150,000.00 within thirty (30) days following the Commencement Date, and (ii) $50,000.00 on or before January 31, 2019. Additionally, Lessor, as part of Lessor’s Work, shall replace AC units 30 & 33 that were identified to be in “poor” condition in Pacific Climate Control’s report dated April 5, 2018 (the “HVAC Report”) attached hereto as Exhibit I. Further, Lessor, as part of Lessor’s Work, shall provide Lessee, commencing on the Commencement Date, a 5-year warranty on AC unit 6 that was identified in “fair” condition in the HVAC Report. In the event the parties agree to make changes to the Tenant improvements that result in a decrease of the costs set forth in the Upgrades section of the CPW, 50% of any such decrease will be deducted from Lessee’s Tenant Improvement Contribution. In the event the parties agree to make changes to the Tenant Improvements that result in an increase of the costs set forth in the Upgrades section of the CPW, the increased amount will be added to Lessee’s Tenant Improvement Contribution.Lessor’s Work shall be constructed in a good workmanlike manner and in compliance with all applicable building, safety and other applicable codes, including ADA, Title 24 and CASp. The Premises shall be delivered to Lessee on or before the Delivery Date, (a) in compliance with all applicable laws and codes, including ADA, (b) in broom clean condition, and (c) with all the Building systems servicing the Premises in good working order. Lessee shall have the use of free of charge elevator service for move-in purposes and thereafter.

Lessee and Lessee’s vendors, subject to prior coordination with Lessor and/or its contractor, shall have reasonable access to the Premises during construction of the Lessor’s Work for the installation of Lessee’s telecommunications and data cabling, and furniture fixtures and equipment provided that such access shall not interfere with Lessor’s Work.

19. OPTION TO RENEW

Lessee shall have one (1) option to renew as set forth in Exhibit D.

20. RIGHT OF FIRST NOTICE

During the initial Term, Lessor shall provide written notice to Lessee of any written offers received by Lessor from any third party for the premises on the first floor of the Building or any portion thereof. Any such notice required hereunder shall be provided to Lessee, or Lessee's agent, within five (5) days following Lessor’s receipt of same and shall include the proposed square footage and floor plan set forth in the offer. Electronic delivery of the notice is sufficient.

21. ACCESSIBILITY DISCLOSURE

Pursuant to California Civil Code section 1938, Lessor states that no portion of the Premises has undergone an inspection by a Certified Access Specialist (CASp). A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or Lessor may not prohibit the Lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Lessee or tenant, if requested by the Lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

In the event Lessee elects to obtain a CASp inspection of the Premises, the parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, and Lessee agrees to pay the fee for the CASp inspection and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises provided that such work is non- structural.

In the event Lessor elects to obtain a CASp inspection of the Premises, the parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, and Lessor agrees to pay the fee for the CASp inspection and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises so long as the CASp inspection was nottriggered by a Lessee alteration or Lessee’s specific use of the Premises which is other than the permitted

Use under this Lease.

22. ROOF RIGHTS

Lessee shall have the right to install telecommunication and/or television equipment (antennas and/or dishes), or other reasonable equipment required for Lessee’s business on the roof of the Building such us HVAC (the “Roof Equipment”), subject to Lessor’s reasonable approval, reasonable screening and in accordance with all applicable laws and City ordinances. The installation, maintenance, and removal of the Roof Equipment at the end of the Lease Term shall be at Lessee’s sole cost if required by Lessor. Notwithstanding the foregoing, Lessee shall not be responsible for the removal of any HVAC units installed by Lessee in connection with these roof rights. There shall be no additional charge to Lessee during the Term and any extensions thereof for said roof rights.

23. FIBER OPTICS

Lessee, at no additional charge to Lessee, shall have (i) the right to use the existing Building’s risers or install new risers (at Lessee’s sole cost) for Lessee’s cabling, and (ii) reasonable access to all areas within the Premises and Building, including the Building’s MPOE (main point of entry), to install the required infrastructure to service Lessee’s IT and telecommunications requirements.

24. ACCESS

Lessee shall have access 24 hours per day, 7 days per week to the Premises subject to the terms in this Lease. If required by Lessee, Lessor, at Lessor’s cost, shall provide card-keys to Lessee for after-hours access to the Building. The number of card-keys shall be based upon a ratio of 4/1,000 sf for a total of 108 card-keys. In addition, Lessee shall have the right purchase additional card-keys at Lessor’s actual cost without any xxxx up or profit.

25. SECURITY SYSTEM

Lessee, at Lessee’s sole cost, shall have the right to install a security system, including access panels and cameras, for the Premises, and Building, subject to Lessor’s reasonable approval. Lessee shall not be required to remove the security system outside of the Premises at the end of the Term or any extensions thereof.

26. PUBLICITY AND BUILDING IMAGE

The parties hereto expressly agree that there shall be no press releases or other publicity originated by the parties hereto, or any representatives thereof, concerning the subject Lease transaction, without the prior consent of both parties. Lessee shall have the right to use the name and image of the Building in Lessee’s advertising, website and/or other business related publications.

EXHIBIT A THE PREMISES

Note: The Premises include the areas depicted as Tenant A, Tenant B and Tenant C. These names and the square footages shown are for referenced purposes only and are subject to the terms of the Lease.

EXHIBIT A-1 (includes CPW and Construction Documents) Lessor’s Work

EXHIBIT B

THE PROJECT

EXHIBIT C

RULES AND REGULATIONS

1. NO SMOKING. No smoking shall be permitted within the Premises or any other part of the

Project's office building or within 20 feet of building entrances.

2. ENTRANCES AND EXITS. The sidewalks, entrance, elevators, stairways and halls shall not be obstructed or used for any purpose other than ingress or egress. The common areas of the Project are not for the use of the general public, and Lessor shall in all cases retain the right to control or prevent access thereto by all persons whose presence in the judgment of Lessor shall be prejudicial to the safety, character, reputation or interests of the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access by persons with whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. Lessee shall not enter the mechanical rooms, air handler rooms, electrical closets or janitorial closets or go upon the roof of the Project without the prior written reasonable consent of Lessor.

3. AWNINGS. No awnings or other projections shall be attached to the outside walls of any building in the Project, and no window shades, blinds, drapes or other window coverings shall be hung in the Premises, without the prior written consent of Lessor. Except as otherwise specifically approved by Lessor, all electrical ceiling fixtures hung along the perimeter of the Project must be approved by Lessor.

4. RESTROOMS. The toilets, water basins and other plumbing fixtures shall be used solely for the purposes for which they were constructed, and no garbage shall be thrown therein. All damage resulting from any misuse of such fixtures shall be borne by the tenant who, or whose employees, agents or invitees shall have caused the same.

5. DEFACEMENT. No tenant shall in any way deface any part of the Premises or the Project. No boring or cutting for wires, stringing of wires or laying of linoleum or other similar floor coverings shall be permitted without the prior written consent of Lessor and then only as Lessor may direct.

6. PROHIBITED ACTIVITIES. No vehicles or animals of any kind (except for permitted animal by law in connection with ADA or any similar laws) shall be brought into or kept in or about the Premises, and no cooking (except with microwave ovens used to prepare employee lunches) shall be done or permitted by any tenant on the Premises without the prior written consent of Lessor, except the preparation of coffee, tea and other beverages for the tenant, its employees and visitors. No tenant shall cause or permit any unusual or objectionable odors to escape from the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes. No tenant shall make, or permit to be made, any unseemly or disturbing noises, sounds or vibrations, or otherwise disturb or interfere with occupants of the Project or those having business with them. No tenant shall throw anything out of doors or in the corridors, stairways or other common areas of the Project. Lessee shall not obtain access to, or permit its agents, servants, employees or contractors to obtain access to utility lock-boxes, janitorial and building storage areas, or other storage compartments not leased to Lessee without Lessor's prior written approval.

7. DELIVERIES AND PICK-UPS. All removals or deliveries of freight must take place during normal business or after hours and in the locations reasonably designated by Lessor from time to time. The moving of fixtures, furniture or other large objects must be made upon previous notice to the manager of the Project and under his supervision, and the persons employed by any tenant for such work must be acceptable to Lessor. Lessor reserves the right to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the Project floors.

8. ENTRY. Lessor reserves the right to exclude unauthorized parties from the Project or Building at all times other than the reasonable hours of generally recognized days of operation of the Project determined by Lessor. All doors opening onto public corridors shall be kept closed, except when in use for ingress or egress. Lessor shall in no case be liable for damages for any error respecting admission to or exclusion from the Project, the Building or the Premises of any person. In case of riot or other commotion, Lessor reserves the right to prevent access to the Project or the Building during the continuance of the same by closing the door or otherwise, for the safety of the

tenants and protection of property in the Project. All of Lessee's agents, employees and invitees shall comply with all security regulations established from time to time by Lessor.

9. SOLICITORS. Canvassing, soliciting and peddling in the Project are prohibited, and each tenant shall cooperate to prevent the same.

10. TELEPHONES. Lessor will direct technicians as to where and how telephone wires are to be installed. The location of telephones and other office equipment affixed to the Premises shall be subject to the reasonable approval of Lessor and subject to the terms in the Lease.

11. EXPLOSIVES AND FIREARMS. No explosives, firearms or flammables of any kind shall be brought into the Premises or the Project.

12. BUILDING DIRECTORY. The bulletin board or directory of the Building (1) will be provided by Lessor on or before the Delivery Date, at Lessor’s sole cost, exclusively for the display of the name and location of tenants only, (2) shall be maintained exclusively by Lessor with the cost of such maintenance included in Expenses (as defined in Section 3 of the Lease) and (3) shall be in the form, location and size as determined by Lessor in its sole discretion.

13. EXPULSION. Lessor reserves the right to exclude or expel from the Project any person who, in the judgment of Lessor, is intoxicated or under the influence of liquor or drugs, or who shall in any manner violate the rules of the Project.

14. REFUSE AND GARBAGE AND STORAGE. Refuse and garbage and storage items shall be removed from the Premises at such times and intervals, through such exits thereof and over such routes of egress therefrom as Lessor may designate from time to time. No refuse or garbage or stored items will be stored anywhere except inside the Premises or in the areas designated by Lessor.

15. COVENANTS CONDITIONS AND RESTRICTIONS. The rules and regulations may be reasonably modified from time to time by the Lessor provided that any such change is subject to Lessor’s Obligations, and also are subject to the Covenants, Conditions and Restrictions (CC&R’s) on the property. The CC&R’s may be modified from time to time provided that any such change is subject to Lessor’s Obligations..

EXHIBIT D

OPTION TO RENEW

(a) Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension Term, (i) Lessee is the tenant originally named herein or the tenant is an Affiliate, (ii) Lessee or Affiliate actually occupies at least 85% of the Premises (after any subleasing) under this Lease and any space added to the Premises, and (iii) no Event of Default beyond all applicable notice and cure periods under the Lease exists at that time, then Lessee or Affiliate shall have the right to extend the Lease Term for an additional term of 60 months (such additional term is hereinafter called the “Extension Term”) commencing on September 1, 2024 (hereinafter referred to as the “Commencement Date of the Extension Term”). Lessee shall give Lessor written notice (hereinafter called the “Extension Notice”) of its election to exercise this Option to Renew at least 9 months, but not more than 12 months, prior to August 31, 2024. The Extension Term shall be under the same terms and conditions in the Lease except as set forth herein.

(b) The Base Rent payable monthly by Lessee to Lessor during the Extension Term shall be the greater of (i) the Base Rent applicable to the last month of the original Term and (ii) the then prevailing market rate for comparable space in the Project and comparable buildings in Goleta, taking into account the size of the Lease, the length of the renewal term, market escalations and the credit of Lessee. The Base Rent shall not be reduced by reason of any costs or expenses saved by Lessor by reason of Lessor’s not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). In the event Lessor and Lessee fail to reach an agreement on such rental rate and execute the Amendment (defined below) within thirty (30) days after the date of delivery of the Extension Notice (the “Negotiation Period”), then the Base Rent shall be determined as follows:

Within five (5) days after the conclusion of the Negotiation Period, Lessor and Lessee shall each appoint a real estate broker. Each broker selected shall be licensed in the State of California as a real estate broker specializing in the field of office leasing in the Santa Xxxxxxx/Goleta, California market, having no less than ten (10) years' experience in such field, and recognized as ethical and reputable within the field. Within ten (10) days of having been appointed, the two brokers shall communicate and set the Base Rent for the Extension Term.

If the two (2) brokers are unable to agree on the Base Rent within the ten (10) day period, they shall select a third broker with the same qualifications within five (5) days. On the tenth (10th) day after the third (3rd) broker is selected, each of the three selected brokers shall submit his or her determination of fair market rent. The Base Rent shall be the mean of the two (2) closest rental rate determinations. If all three determinations are equally separate (e.g. $1.50, $1.55, $1.60), the middle determination ($1.55 in the example) shall be the Base Rent. The cost of the arbitration shall be shared equally between Lessor and Lessee.

(c) The determination of Base Rent does not reduce the Lessee’s obligation to pay or reimburse Lessor for Operating Expenses and other reimbursement items as set forth in the Lease, and Lessee shall reimburse and pay Lessor as set forth in Lease with respect to such Operating Expenses and other items with respect to the Premises during the Extension Term pursuant to the terns in the Lease.

(d) Except for the Base Rent as determined above, Lessee’s occupancy of the Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however, Lessee shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease, except as set forth herein.

(e) If Lessee does not give the Extension Notice within the period set forth in paragraph (a) above, Lessee’s right to extend the Lease Term shall automatically terminate. Time is of the essence as to the giving of the Extension Notice.

(f) Lessor shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. The Premises shall be tendered on the Commencement Date of the Extension Term in “as-is” condition subject to all obligations by Lessor under the Lease to repair and maintain the Premises.

(g) If the Lease is extended for the Extension Term, then Lessor shall prepare and Lessee and Lessor shall execute an amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto pursuant to the terms if this Exhibit D (the "Amendment").

(h) If Lessee exercises this Option to Renew as set forth herein, the term "Lease Term" as used in the

Lease, shall be construed to include, when practicable, the Extension Term.

EXHIBIT E

LESSEE'S RESERVED PARKING

EXHIBIT F

EXCLUSIONS FROM OPERATING EXPENSES

Notwithstanding the foregoing, Lessor and Lessee hereby acknowledge and agree that the following items shall be excluded from the definitions of Building Operating Expenses, Common Area Operating Expenses, and Real Property Taxes under this Lease:

(1) Any charge for depreciation of the Project, the Building or equipment and any interest or other financing charge;

(2) Payments of principal, interest, points or fees on any mortgage or other encumbrance;

(3) All costs relating to activities for the marketing, solicitation, negotiation and execution of leases of space in the Project or the Building, including without limitation, costs of tenant improvements and legal costs;

(4) The cost of correcting latent or patent defects in the construction of the Project, the Building, and/or in any equipment serving the Building or the Project as a whole, except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear will not be deemed defects for the purpose of this category;

(5) To the extent Lessor is reimbursed by third parties, the cost of repair made by

Lessor because of the total or partial destruction or condemnation of the Building or the Project;

(6) Any operating expense representing an amount paid to a related corporation, entity, or person which is in excess of the amount which would be paid in the absence of such relationship;

(7) The cost of any work or service performed for or facilities furnished to any tenant of the Project or the Building to a greater extent or in a manner more favorable to such tenant than that performed for or furnished to Lessee;

(8) The cost of alterations of space in the Project or the Building leased to other tenants (including permit, license and inspection costs);

(9) Ground rent or similar payments to a ground lessor;

(10) Any costs, including legal fees and related expenses incurred by Lessor (together with any damages awarded against Lessor) due to the negligence or willful misconduct of Lessor, its employees, agents or contractors;

(11) Costs for acquisition of sculpture, paintings or other objects of art in the Building or the Project;

(12) Salaries of management personnel to the extent that such persons provide services to properties other than the Building or the Project.

(13) Costs incurred in connection with the original construction of the Project or in connection with any major change in the Project, such as adding or deleting floors, buildings or parking areas;

(14) Costs of capital repairs and alterations, capital improvements and equipment, including the costs for replacement of any roof and structural components of the Project or the Building.

(15) Any costs (including electrical power, gas or HVAC costs) for which any tenant directly pays any third party.

(16) Legal fees, accounting fees and other expenses incurred in connection with disputes with tenants or other occupants, or associated with the enforcement of leases, or defense of Lessor's title to or interest in the building or any part thereof.

(17) Costs incurred to test, survey, clean up, contain, xxxxx, remove or otherwise remedy Hazardous Materials from the Property unless such Hazardous Materials are related to or result from Lessee, its employees, agents and contractors.

(18) Any entertainment, dining or travel expenses for any purpose.

(19) Costs (including, without limitation, fines, penalties, interest, and costs of repairs, replacements, alterations and/or improvements) incurred in bringing the Property into compliance with building codes and other applicable laws, including the Americans With Disabilities Act, existing as of the Commencement Date, including, without limitation, any costs to correct building code violations pertaining to the initial design or construction of the Project or the Building, the parking facilities or any other improvements, to the extent such violations exist as of the Commencement Date under any applicable building codes in effect as of such date.

(20) Interest, penalties or other costs arising out of Lessor's failure to timely make payment for its obligations (unless such failure is due to Lessee's failure to make timely payments as provided herein).

(21) Brokerage commissions, space planning costs, finders' fees, attorneys' fees and other costs incurred by Lessor in connection with leasing or attempting to lease space within the Project.

(22) Advertising and promotional expenditures

(23) Reserves of any kind, including replacement reserves for bad debt loss or lost rent.

EXHIBIT G

BUILDING TOP SIGN AND MONUMENT SIGN LOCATION

EXHIBIT H GENERATOR

LOCATION

EXHIBIT I

HVAC REPORT



TAG	MAKE	MODEL	SERIAL	CAPACITY	AGE	CONDITION
XX-0	Xxxx	X0XX000X00000XXX	W1F3782109	2	5	Very Good
XX-0	Xxxx	X0XX000X00000X	NHLM092938	5	00	Xxxx
XX-0X	Xxxx	X0XX000X00000XXX	N1C0721140	4	8	Good
AC-5	Carrier	48HJD014---661--	0908G30646	12.5	10	Good
AC-6	Arcoaire	PGF030K060A	L985117982	2.5	00	Xxxx
XX-00	Xxxx	X0XX000X00000XXX	W1K2197286	2.5	6	Good
XX-00	Xxxx	X0XX000X00000XXX	W1F3782111	2	5	Very Good
AC-22	York	ZFO60N08N4AAA1A	NIK5997431	5	3	Very Good
XX-00	Xxxx	X0XX000X00000XXX	N1N0580406	2	8	Good
AC-24	Carrier	48ESNA2404030	4414C08553	2	4	Very Good
AC-25	Carrier	48ESNA2404030	4414C08551	2	4	Very Good
AC-27	Carrier	48TCLA05A2A2A6A0A0A0	4116C54119	4	2	Very Good
AC-28	York	ZH090N4AAA7	N1M5170931	7.5	3	Very Good
AC-29	Carrier	48ESNA4809060	4114C27641	4	4	Very Good
AC-30	Rheem	RKKA-A060DM10E	IR5644ADAAF040405308	5	20+	Poor
AC-31	Carrier	48VLNC3004030TP	4316C14980	2.5	2	Very Good
AC-32	Carrier	48TCLA05A2A2A6A0A0A0	4016C78176	4	2	Very Good
AC-33	Lennox	GCS16-653-75-5G	5691K02407	5	27	Poor

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Table of Contents

STANDARD COMMERCIAL LEASE

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