OFFICE LEASE

THIS OFFICE LEASE ("Lease") is made and entered into by and between XXXXXXX PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company ("Landlord") and the Tenant described in Item 1 of the Basic Lease Provisions as of April 30, 2010 (the "Effective Date").

BASIC LEASE PROVISIONS

1. Tenant: YONATURALS INCORPORATED, a California corporation ("Original Tenant")

_2._{Description of Project/Building/Premises:}


2.1	Project:	That certain real estate project commonly known as the San Diego Tech Center (the "Project") located in San Diego, California. The Project currently includes the buildings commonly known as 0000 Xxxxxxxx Xxxx ("Building 1"), 9645 Scranton Road ("Building 2"), 9725 Scranton Road ("Building 3"), 9685
		Scranton Road ("Building 3D"), 9805 Scranton Road ("Building 4"), 9855 Scranton Road ("Building 5"),
		10055 Bames Canyon ("Building SA"), 10075 Xxxxxx Canyon ("Building SB"), 10065 Xxxxxx Canyon
		("Building 5C"), 0000 Xxxxxxxx Xxxx (currently a free-standing restaurant), 0000 Xxxxxxxx Xxxx, landscape,
		sidewalks and adjacent parking areas, all the real property underlying the foregoing, and all appurtenances to
		the foregoing. All of the above described buildings are sometimes referred to herein collectively as the
		"Buildings".
2.2	Building:	The building located at 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx.

₂_.3 Initial Premises: Suite 390 of the Building (the Premises is _shown on Exhibit _"A")

2.4 Rentable Area: Approximately 3,907 square feet (Section 1.3).

_3._Term:

3.1 Initial Term: Sixty-three (63) months, commencing on the Commencement Date.

3.2 Commencement Date: The date 011 which the Premises are Ready for Occupancy (defined in Section 2.2, below),

3.3 Target Commencement Date: May 1,2010.

4. Base Rent (Article 3): Subject to Section 3.1.2, Tenant shall pay Base Rent as follows:

Months

1 - 12

13 -24

25 - 36

37 - 48

49 - 60

61 - 63

Monthly Base Rental Rate

($/RSF/mo.)

$2.30

$2.37

$2.44

$2.51

$2.59

$2.67

Base Rent

($/mo.)

$8,986.10

$9,259.59

$9,533.08

$9,806.57

$10,119.13

$10,431.69

Base Rent

($/yr.)

$107,833.20

$111,115.08

$114,396.96

$117,678.84

$121,429.56

$125,180.28

5. Additional Rent (Article 4):

5.1 Base Year: 2010

5.2 Tenant's Percentage Share: 2.46% (Section 4.2)

6. Security Deposit: $10,431.69 (Article 6)

7. Parking Passes: Tenant shall rent from Landlord, at no additional charge during the Initial Term, sixteen (16) Parking Passes

(defined below). (Article 20)

8. Broker(s): CB Xxxxxxx Xxxxx, representing Tenant, and Xxxxx Lang LaSalle, representing Landlord (Article 27)

9. Permitted Use: General office use consistent with a first class commercial office project. (Section 7.1)

10. Addresses for Notices (Article 26):

To: Tenant

Prior to the Commcncement Date: After the Commencement Date:

At the Premises:

Attn: Office Manager

Suite

Attn: ~ _

To: Landlord With a copy to:

Xxxxxxx Properties-Mission City Center, LLC

c/x Xxxxxxx Properties, L.P.

000 Xxxxx Xxxxx Xxxxxx, Xxxxx 00

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Senior Vice President Leasing

Xxxxxxx Properties, L.P.

0000 Xxxxxxxx Xxxx, Xxxxx 000

Xxx Xxxxx, Xxxxxxxxxx 00000

Attn: Asset Manager

And with a copy to:

Xxxxxxxxx & Xxxxxx Professional Corporation

0000 Xxxxx Xxxxxx, 0!x Xxxxx

Xxxxx Xxxxxx, XX 00000

_{Attn: Xxxxx X. Xxxxxxx, Esq.}

11. Address for Payments: All payments payable to Landlord under this Lease shall be sent to the following address or to such other address as Landlord may designate, or by wire transfer.

Xxxxxxx Properties - San Diego Tech Center, LLC Unit F

X.X. Xxx 00000

Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000

If by wire transfer:

u.s. Bank, San Diego Main Branch, 000 X Xxxxxxxx #000, Xxx Xxxxx, XX 00000

ABA #: 000-000-000

Account #: 153454490720

Account Name: Xxxxxxx Properties-San Diego Tech Center, LLC Lockbox

Reference: XxXxxxxxxx/Xxxxxxxx 0, Xxxxx 000

00. Guarantor/Additional Security: None

This Lease shall consist of the foregoing Basic Lease Provisions, and the provisions of the Standard Lease Provisions (the "Standard Lease Provisions") (consisting of Sections 1 through 30 which follow) and Exhibits "A" through "E", inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Provisions and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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₍

STANDARD LEASE PIWVISIONS

_{ARTICLE 1 - PREMISES}

1.1 Lease of Premises; Access.

1.1.1 Landlord hereby leases the Premises (defined below) to Tenant (defined below), and Tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. The "Premises" means the Initial Premises together with any other space in the Building or Project leased by Tenant hereunder and "Tenant" means the Original Tenant and any assign of all of the Original Tenant's interest in this Lease in accordance with Article 15, below).

1.1.2 Subject to Landlord's access control programs and all of the terms and conditions of this Lease, Tenant and its employees shall have access to the Premises, twenty-four (24) hours per day, seven (7) days per week, during the Term of the Lease.

J.2 Acceptance of Premises. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of Tenant's Permitted Use, its business or for any other purpose. Subject to all of the terms and conditions of this Lease, acceptance of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition.

1.3 Measurement of the Rentable Area of Premises and the Building.

1.3.1 For purposes of this Lease, subject to the provisions of Section 1.3.2, the parties hereby stipulate that the number of rentable square feet contained within the Premises is as set forth in Item 2.2 of the Basic Lease Provisions.

1.3.2 The "Rentable Area" or "rentable square feet" and "Usable Area" or "usable square feet" shall be calculated by Landlord substantially in accordance with the Standard Method [or Measuring Floor Area in Office Buildings, ANSI Z65.1 -

1996 ("BOMA"); provided, however, that in any case the Rentable Area of the Building shall include all of, and the Rentable Area of the Premises shall include a portion of, the square footage of the ground floor of thc Common Areas (defined in Section lA, below) of the Building and the Common Areas of the Project, as the case may be, and occupied space of the portion of the Building or Project dedicated to the service of the Building. Landlord reserves the right to modify (i) the standards utilized hereunder for the measurement of Rentable Area and Usable Area (so long as any such modification is reasonably consistent with then prevailing Institutional Owner Practices (defined below) and (ii) consistent with any such modifications of measurement standards, the totals of Rentable Area and Usable Area set forth or utilized herein with respect to the Premises, the Building and/or portions thereof and any economic terms set forth herein (such as Base Rent, Security Deposit and Tenant's Percentage Share) ("Economic Terms") calculated on the basis thereof.

1.4 Common Areas. "Common Areas" means the lobby, plaza and sidewalk areas, accessways, parking lots and/or parking structures, trash facilities, stairs, and area on the individual floors in the Building or the other Buildings located at the Project devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit of all tenants and invitees of the Project, and all other areas of the Project not leased or not intended by Landlord to be leased to tenants, as may be designated by Landlord from time to time (including the Project aerobic center, fitness center, volleyball courts, tennis courts and racquetball court or any other similar facilities which may exist in the Project from time to time), and shall also mean those areas of the Building and the Project devoted to mechanical and service rooms servicing the Building and the other Buildings at the Project. The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations (defined in Section 21) pertaining to the Common Areas. Tenant acknowledges and agrees that Landlord, in its sole discretion, shall have the right from time to time to designate, relocate and limited the use of a particular area, eliminate, alter, modify, construct new improvements in or upon, limit or otherwise make such decisions with respects to the various components and/or portions of the Common Areas as Landlord in good xxxxx xxxxx appropriate. Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any person.

_{ARTICLE 2 - TERM}

2.1 Term. Unless earlier terminated in accordance with the provisions hereof, the initial term of this Lease shall be the period shown in Item 3.1 of the Basic Lease Provisions. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set in Exhibit "B" attached hereto, which Tenant shall execute and return to Landlord within five (5) days of receipt thereof. As used herein, "Term" shall refer to the initial term described in Item 3.1 of the Basic Lease Provisions.

2.2 Commencement; Early Occupancy.

2.2.1 The Term shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions; provided, however, that in the event the Term shall commence on a day other than the first day of any calendar month, for purposes of calculating the Expiration Date and the timing of all scheduled increases in Base Rent during the Term, the Commencement Date shall be

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deemed to be the first day of the calendar month following the Commencement Date. The term "Ready for Occupancy" means the date determined by Landlord's architect or space planner to be the date of Substantial Completion of the Tenant Improvements (as such terms arc defined in the Work Letter (defined below); provided, however, if Landlord is delayed in achieving substantial completion of the Tenant Improvements by reason of any Tenant Delays (defined in the Work Letter) or delays caused by any event described in Section 30.2 below ("Force Majeure Delays"), the Premises shall be deemed Ready for Occupancy on the date substantial completion of the Tenant Improvements would have occurred had the Tenant Delays or Force Majeure Delays not occurred, as determined by Landlord's architect or space planner. This Lease shall be a binding contractual obligation effective upon execution hereof by Landlord and Tenant notwithstanding the later commencement of the Term of this Lease.

2.2.2 Subject to all of the terms and conditions of Section 5.1 of the Work Letter (defined below), Tenant shall have the right to enter the Premises prior to the Commencement Date for the purposes described in Section 5.1 of the Work Letter. For the avoidance of doubt, Tenant's entry into the Premises prior to the Commencement Date shall be subject to all of the terms and conditions of this Lease; provided that Tenant shall have no obligation to pay any Base Rent or any Additional Rent under ArticJ4 prior to the Commencement Date.

2.3 Delay in Commencement. Landlord may deliver the Premises to Tenant prior to, on or after the Target Commencement Date specified in Item 3.3 of the Basic Lease Provisions; provided, however, that in the event the Commencement Date is delayed or otherwise does not occur on the Target Commencement Date this Lease shall not be void or voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom.

ARTICLE 3 - RENT; LATE CHANGES

3.1 Base Rent; Rent.

3.1.1 Subject to Section 3.1.2, below, Tenant agrees to pay during the Term of this Lease as Base Rent ("Base

Rent") for the Premises the sums shown for such periods in Item 4 of the Basic Lease Provisions.

3.1.2 Provided that no Event of Default (defined below) has occurred, T, enant's obligation to pay Base Rent for each of the second (2nd), third (3'd), fourth (4Ih), tenth (loth) and eleventh (l1th) months of the Initial Term shall be fully abated (the total amount of Base Rent so abated is referred to as the "Abated Base Rent Amount"). Landlord and Tenant agree that the Abated Base Rent Amount is $44,930.50. Notwithstanding the foregoing, should an Event of Default occur, then: (a) this Section 3.1.2 shall automatically and immediately become null, void and of no further force or effect and (b) the Abated Base Rent Amount (to the extent applied to reduce Tenant's Base Rent obligations prior to the occurrence of such Event of Default) shall immediately and without notice or demand become due and payable by Tenant to Landlord.

3.1.3 Except as expressly provided to the contrary in this Lease, Base Rent shall be payable in equal consecutive monthly installments, in advance, without abatement, deduction or offset, commencing on the Commencement Date and continuing on the first day of each calendar month thereafter. The first full monthly installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be payable upon Tenant's execution of this Lease. If the Commencement Date is a day other than the first day of a calendar month, then the Base Rent (the "Partial Lease Month Rent") for the partial month in which the Commencement Date occurs shall be calculated on a per diem basis determined by dividing the initial monthly Base Rent shown in Item 4 of the Basic Lease Provisions by the number of days in such calendar month and by multiplying such amount by the number of remaining days of such calendar month from and including the Commencement Date. The Partial Lease Month Rent shall be payable by Tenant prior to the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in).

3.1.4 Base Rent, all forms of Additional Rent (defined below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as "Rent"), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States and, except as may be expressly provided to the contrary herein, without any abatement, offset or deduction whatsoever and (iii) be payable to Landlord at the address of Landlord described in Item 10 of the Basic Lease Provisions or to such other person or to such

^{other place}^asLandlord may from time to time designate in writing to Tenant.

3.1.5 No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account; nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided.

3.2 Late Charge; Interest. Tenant acknowledges that the late payment of Base Rent, Additional Rent or any other amounts payable by Tenant to Landlord hereunder will cause Landlord to incur administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain, Landlord and Tenant agree that if Landlord does not receive any such payment on or before the date five (5) days after the date the payment is due, Tenant shall pay to Landlord, as Additional Rent, (i) a late charge ("Late Charge") equal to five percent (5%) of the overdue amount to cover such additional administrative costs, and (ii) interest on all

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delinquent amounts at an annual rate of interest (the "Default Rate") equal to lesser of (l) the Prime Rate (defined below) plus eight percent (8%) or (2) the maximum amount allowed by Law, from the date due until the date paid.

3.3 Additional Rent. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute additional rent ("Additional Rent") hereunder.

ARTICLE 4 - ADDITIONAL RENTAL

4.1 Payment of Excess Operating Expenses and Excess Property Taxes.

4.1.1 Subject to the provisions of this Lease, in addition to paying Base Rent pursuant to Article 3 of this Lease, with respect to each Expense Year (defined below) Tenant shall also pay as Additional Rent Tenant's Percentage Share (defined below) of the positive excess, if any, of Operating Expenses (defined below) allocable hereunder to such Expense Year over Operating Expenses allocable hereunder to thc Base Year (defined below).

4.1.2 Subject to the provisions of this Lease, in addition to paying Base Rent pursuant to Article 3 of this Lease, with respect to each Expense Year Tenant shall also pay as Additional Rent Tenant's Percentage Share of the positive excess, if any, of the Property Taxes (defined below) allocable hereunder to such Expense Year over the Property Taxes allocable hereunder to the Base Year.

4.1.3 Subject to the provisions of this Lease, in addition to paying Base Rent pursuant to Article 3 of this Lease, with respect to each Expense Year Tenant shall also pay as Additional Rent, Tenant's Percentage Share of Utility Costs allocable hereunder to such Expense Year.

4.2 Definitions.

4.2.1 "Base Year" means the calendar year specified in Item 5.1 of the Basic Lease Provisions. "Expense Year" means each calendar year in which any portion of the Term of this Lease falls, through and including the calendar year in which the Term of this Lease expires.

4.2.2 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or quasi-governmental ad valorem or other charges levied on or attributable to the Building and the land on which it is located (and all improvements from time to time located thereon), and to the extent allocated to the Building in accordance with Section

4.3.3, below, levied on or attributable to the other portions of the Project and the land on which it is located (including, without limitation, the Common Areas), or its ownership, operation or transfer of any and every type, kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or impositions (i) on any interest of Landlord or any mortgagee of Landlord in the Project (to the extent provided above), the Building, the Premises or in this Lease, or on the occupancy or use of space in the Building or the Premises; (ii) on the gross or net rentals or income from the Project (to the extent provided above) Of the Building, including, without limitation, any gross income tax, excise tax, sales tax or gross receipts tax levied by any federal, state or local governmental entity with respect to the receipt of rent; (iii) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (iv) imposed for street, refuse, police, sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance or augment benefits and/or services provided by governmental or quasi-governmental agencies; (v) on any possessory taxes charged or levied in lieu of real estate taxes; and (vi) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes: (a) all income taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within the definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes and (b) except to the extent allocated to the Building in accordance with Section 4.3.3, below, any Property Taxes levied or assessed upon or otherwise attributable to any portion of the Project other than the Building and the land on which it is located (and all improvements from time to time located thereon) and the Common Areas.

4.2.3 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or on behalf of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Building and the land all which it is located (and all improvements from time to time located thereon), and to the extent allocated to the Building in accordance with Section 4.3.3. below, the other parts of the Project, in a first class manner, including, without limitation, any amounts paid or incurred with respect to:

(i) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Building and the Project.

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(ii) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Building manager, superintendent, operation and maintenance staff, the Parking Facilities (defined below) manager, concierge (if any) and other employees of Landlord) involved in the maintenance and operation of the Building or the Project, including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation

and benefits and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance

and cleaning of any portion of the Building or the Project.

and refuse removal.

(iii) Cleaning expenses, including without limitation, janitorial services, window cleaning, and garbage

(iv) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardscape.

(v) Subject to the provisions of Section 4.3.4, the cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services.

(vi) Subject to the provisions of Section 4.2.3(x) below, the cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment or machinery, including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto.

_(vii)_{The costs of security for, and supervi}_s_{ion of, the Buil}_d_in_{g a}_n_{d t}_{he Proj}_ec_t.

Building or the Project.

(viii) Rental, supplies and other costs with respect to the operation of the management office for the

(ix) All cost and fees for licenses, certificates, permits and inspections, and the cost incurred in connection with the implementation of a transportation system management program or similar program.

ex) The cost of replacement, repair, acquisition, installation and modification of (A) carpeting and wailcoverings, ceiling systems and fixtures in the Common Areas, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintenance, operation and repair of the Building, and (C) any other form of improvements, additions, repairs, or replacements to the Building or the systems, equipment or machinery operated or used in connection with the Building; provided, however, that with respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively "Capital Items") under sound accounting and property management principles consistently applied and determined by Landlord, in each case the cost of such Capital Items shall be amortized (with interest at the Interest Rate) over the useful life (the "Useful Life") of such Capital Item, as determined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period as shall be consistent with Institutional Owner

Practices.

(xi) Attorneys', accountants' and consultants' fees and expenses in connection with the management, operation, administration, maintenance and repair of the Building and the Project, including, but not limited to, such expenses that relate to seeking or obtaining reductions in or refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governmental enactments which may affect Operating Expenses.

(xii) Fees for the administration and management of the Building in an amount equal to three percent (3%) of the gross revenues of the Building (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to whether actual fees so paid are greater or less than such amount.

(xiii) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, administration or operation of the Building or the Project.

(xiv) Fees for local civic organizations and dues for professional trade associations.

(xv) Payments under any covenants, conditions and restrictions pertaining to the Building or the Project or any easement, license or operating agreement or similar instrument which affects the Building or the Project.

(xvi) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials (defined below), other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement and/or remediation under applicable Environmental Laws (defined below).

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(

(xvii) The costs of repairing, restoring and maintaining the Parking Facilities, including, without limitation, the resurfacing, restriping and cleaning of such facilities.

(xviii) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating

Expenses under Institutional Owner Practices.

4.2.4 The following costs and expenses shall be excluded from Operating Expenses:

(i) expenses relating to leasing space in the Building or the Project (including tenant improvements, leasing and brokerage commissions and advertising expenses);

(ii) legal fees and disbursements incurred for collection of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building and the Project;

_inclu_sive;

(iii) the cost of any Capital Items unless specifically permitted by Section 4.2.3, parts (i) through (xviii),

(iv) Property Taxes and Utility Costs;

(v) amounts received by Landlord on account of proceeds of insurance to the extent the proceeds are reimbursement for expenses which were previously included in Operating Expenses;

(vi) except to the extent specifically provided in Section 4.2.3, parts (i) through (xviii), inclusive, depreciation or payments of principal and interest on any mortgages upon the Building or the Project;

(vii) payments of ground rent pursuant to any ground lease covering the Building or the Project;

(viii) subject to Section 4.3.1, the costs of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, air conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities or any other service work or facility, or level or amount thereof, provided to any other tenant or occupant in the Building or the Project which either (a) is not required to be supplied or furnished by Landlord to Tenant under the provisions of this Lease or (b) is supplied or furnished to Tenant pursuant to the terms of this Lease with separate or additional charge;

(ix) the cost of any Landlord Work (defined in the Work Letter); and

(x) any cost expressly excluded from Operating Expenses in any provision of this Lease.

4.2.5 "Utility Costs" means all costs incurred by Landlord in connection with all utility services provided to the Building, and to the extent allocated to the Building in accordance with Section 4.3.3, below, to the Project, including, without limitation, for electricity, fuel (if any), gas, water, sewerage and similar utility services (collectively, the "Utility Services").

4.2.6 "Tenant's Percentage Share" means the percentage set forth in Item 5.2 of the Basic Lease Provisions; provided, however, that Landlord reserves the right from time to time during the Term of this Lease to recalculate Tenant's Percentage Share, in which case Tenant's Percentage Share shall be calculated by dividing the number of square feet of Rentable Area in the Premises by the number of square feet of Rentable Area in the Building, and expressing such quotient in the form ofa percentage.

4.3 Calculation Methods and Adjustments.

4.3.1 Variable Expenses (defined below) for all or any portion of any Expense Year (including the Base Year) during which actual occupancy of the Building or the Project, as applicable, is less than one hundred percent (100%) of the Rentable Area of the Building or the Project, as applicable, shall be adjusted by Landlord, as determined in good faith by Landlord applying sound accounting and property management principles (and the provisions of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Building or the Project, as applicable, during such period. If during all or any part of any Expense Year, including the Base Year, any particular item of benefit, work or service (the cost of which is a Variable Expense) is not provided to portions of the Building or the Project, as applicable, due to the fact that such item of benefit, work or service is not required or desired by the tenant of such space, or such tenant is itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses or Utility Costs, as applicable, shall be increased by an amount equal to the additional Variable Expenses which would have been paid or incurred during such period if such item of benefit, work or service had been provided to such portions of the Building or the Project, as applicable. "Variable Expenses" means the components of Operating Expenses and Utility Costs that vary based on the level of occupancy of the Building or Project, as applicable.

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4.3.2 Subject to the provisions of this Section 4.3, all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses, Property Taxes or Utility Costs shall be made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices. Subject to applicable Laws, Landlord shall solely determine all decisions with respect to the method and manner by which all Utility Services shall be billed and provided in the Building, which determinations shall be made by Landlord ill good faith and on a basis consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate some or all of

^Op^eratin^gE^xp^en^sesor U^tilit^yCosts among parti^cular ^c^la^ss^e^s^o^{r gr}^oup^s^{of tenants in the Buil}^dⁱⁿ^{g (fo}^r^exa^mpl^e,^r^e^t^ai^l^teⁿ^aⁿ^t^s⁾^t^{o refle}^ct

Landlord's good faith determination that measurably different amounts or types of services, work or benefits associated with Operating

Expenses and/or Utility Costs, as applicable, are being provided to or conferred upon such classes or groups. Subject to the provisions of this Section 4.3, from time to time Landlord shall have the right to expand or contract the amount, scope, level or types of services, work, items or benefits, the cost of which is included within Operating Expenses or Utility Costs, as applicable, so long as Landlord's treatment of the same for purposes of the calculation of Operating Expenses or Utility Costs, as applicable, is generally consistent with Institutional Owner Practices. "Institutional Owner Practices" means the practices of the majority of the institutional owners of institutional grade first-class office projects in San Diego County, California.

4.3.3 Whenever services, benefits or work are provided to the Building and to additional building (including other buildings in the Project) or projects (where allocation of the cost thereof among such buildings and/or projects is required for calculation of Operating Expenses and/or Utility Costs hereunder), in allocating the overall cost thereof (for all such building and/or projects) to Operating Expenses and/or Utility Costs hereunder, there shall be excluded from Operating Expenses or Utility Costs, as applicable, Landlord's good faith determination of the additional overall cost comparison allocable to the provision of such services, benefits or work to the additional buildings and/or projects. Landlord shall have the right, from time to time, to add or remove buildings and other improvements to or from (i) the Project and/or (ii) the calculation of Property Taxes, Operating Expenses and/or Utility Costs and then equitably allocate some or all of the Property Taxes, Operating Expenses and/or Utility Costs for the Project among different buildings (including any additional buildings) in the Project. In such event, Landlord shall equitably and in good faith determine a method of allocating such Property Taxes, Operating Expenses and/or Utility Costs attributable to such other buildings and improvements (and the land on which they are located) in the Project to the Building, and Tenant shall be responsible for paying Tenant's Percentage Share of such expenses.

4.3.4 All discounts, reimbursements, rebates, refunds, or credits (collectively, "Reimbursements") attributable to Operating Expenses, Property Taxes or Utility Costs received by Landlord in a particular year shall be deducted from Operating Expenses, Property Taxes or Utility Costs, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. All assessments and premiums of Operating Expenses, Property Taxes or Utility Costs which can be paid by Landlord in periodic installments shall be paid by Landlord in the maximum number of periodic installments permitted by Law; provided, however, that if the then prevailing Institutional Owner Practice is to pay such assessments or premiums on a different basis, Landlord may utilize such different basis of payment. Landlord shall have the right to exclude from Base Year Operating Expenses, the cost of items of service, work or benefits (i) not provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market-wide labor-rate increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements.

4.3.5 If in anyone or more Expense Years following the Base Year (a "Comparison Year"), Property Taxes decrease below the amount of Property Taxes for the Base Year as a result of any reassessment or any similar govemmental act or Law, including, without limitation, as the result of a Proposition 8 reduction (collectively, a "Tax Reduction"), for purposes of calculation of excess Property Taxes for such Comparison Year and all subsequent Comparison Years, Property Taxes allocable to the Base Year shall be reduced to the amount of Property Taxes allocable to such Comparison Year (a "Base Year Tax Reduction"); provided, however, that if in any subsequent Comparison Year the amount of such Tax Reduction is decreased (other than to the extent by virtue of the application of the annual percentage increase (presently 2.0%) in Property Taxes currently provided by statute (or any substitute therefor hereafter adopted», for purposes of calculation of excess Property Taxes for such subsequent Comparison Year, the Base Year Tax Reduction shall be correspondingly decreased. Property Taxes allocable to the Base Year shall not include any Property Taxes or any taxes, assessments, costs charges or fees not applicable following the Base Year.

₄_.4Payment Procedure; Estim_ates_.

4.4.1 During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of the amounts payable by Tenant under Section 4.1, above ("Article 4 Additional Rent") for that Expense Year. Thereafter, Oil or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one-twelfth (1I12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Section 4.4 by Tenant for such Expense Year shall be based upon such revised estimate.

4.4.2 Landlord shall endeavor to deliver to Tenant within one hundred fifty (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement of that year's Operating Expenses, Properly Taxes and Utility Costs and the total amount payable by Tenant as Article 4 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statement"). Except as provided in Section 4.5, Landlord's Statement shall be binding upon Landlord and Tenant. If the Landlord's

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Statement indicates that the total amount of Article 4 Additional Rent payable by Tenant for the applicable Expense Year (a) is more than the estimated payments for such Expense Year previously made by Tenant pursuant to Section 4.4.1, above, then Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement or (b) is less than the estimated payments for such Expense Year previously made by Tenant pursuant to Section 4.4.1, above, then such excess payments shall be credited against Rent next payable by Tenant under this Lease (or, if the Term of this Lease has expired, such excess shall be paid to Tenant within thirty (30) days). No delay in providing any Landlord's Statement described in this Section 4.4.2 shall act as a waiver of Landlord's right to receive payment from Tenant under Section 4.1 above (with respect to any Article 4 Additional Rent) for the period covered thereby.

4.4.3 If this Lease shall expire or terminate on a day other than the end of an Expense Year, the amount payable by Tenant as Article 4 Additional Rent that is applicable with respect to the Expense Year in which such expiration or termination occurs shall be prorated on the basis that the number of days from January I of such calendar year to the expiration or termination date bears to 365. The expiration or early termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to this Section 4.4 to be performed after such expiration or early termination.

4.5 Review of Landlord's Statement,

4.5.1 Provided that Tenant is not then in default with respect to its obligations under this Lease and provided further that Tenant strictly complies with the provisions of this Section 4.5, Tenant shall have the right to reasonably review Landlord's supporting books and records for any portion of the Property Taxes, Operating Expenses or Utility Costs for a particular Expense Year covered by Landlord's Statement, in accordance with the following procedure:

4.5.2 Tenant shall, within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver a written notice (a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts remaining due from Tenant to Landlord as specified in the Landlord's Statement. The right of Tenant under this Section 4.5 may only be exercised once for each Expense Year covered by any Landlord's Statement, and if Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions of exercise of such right, the right of Tenant to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4.5 shall automatically be deemed waived by Tenant. Except as expressly set forth in this Section 4.5, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under this Lease (including without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Article 4 Additional Rent and other Rent pending the completion of and regardless of the results of any review of records under this Section 4.5).

4.5.3 Tenant acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices and Tenant agrees that any review of records under this Section 4.5 shall be at the sole expense of Tenant and shall be conducted by independent certified public accountants of national or regional standing which are not compensated on a contingency fee or similar basis relating to the results of such audit. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4.5 (and the information contained therein and the results of Tenant's review thereof) constitute confidential information of Landlord, which Tenant shall not disclose, nor permit to be disclosed by Tenant's accountant, to anyone other than the Tenant's accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information by Tenant or any of Tenant's employees or contractors (including, without limitation, Tenant's accountant) to any other person, whether or not caused by the conduct of Tenant, shall constitute a material breach of this Lease.

4.5.4 If Landlord disagrees with Tenant's contention that an error exists with respect to Landlord's Statement (and the Operating Expenses, Real Properly Taxes and/or Utility Costs described therein) in dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement (and the Operating Expenses, Real Property Taxes and/or Utility Costs Slated therein) to be made by a firm of independent certified public accountants of national or regional standing selected by Landlord ("Landlord's Accountant"). In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shall be deemed to be correct and shall be conclusively binding on both Landlord and Tenant. In the event that it is finally determined pursuant to this Section 4.5 that the total Article 4 Additional Rent for any Expense Year has been overstated, (a) by any amount, then the amount of any overpayment shall be credited against Rent next payable by Tenant under this Lease (or, if the Term of this Lease has expired, such excess shall be paid to Tenant within thirty (30) days) and (b) by more than five percent (5%), then Landlord shall additionally reimburse Tenant for the reasonable cost of Tenant's accountant. In all other cases, Tenant shall be liable for Landlord's Accountant's actual fees and expenses, and the amount of any underpayment shall be paid by Tenant to Landlord with the next succeeding installment of estimated Article 4 Additional Rent (under Section ~.4.1, above).

ARTICLE 5 - ADDITIONAL TAXES

In addition to the Base Rent and all other forms of Additional Rent payable by Tenant hereunder, Tenant shall reimburse Landlord upon demand as Additional Rent for any and all taxes, impositions or similar fees or charges (other than any of the same actually included by Landlord in Property Taxes with respect to the Expense Year in question) payable by or imposed or assessed upon Landlord upon or with respect to (or measured by or otherwise attributable to the cost or value of): (i) any fixtures, equipment or other personal property located in or about the Premises; (ii) any leasehold improvements made in or to the Premises by or for Tenant (without regard to ownership of such improvements) if and to the extent the original cost, replacement cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant improvements, as determined in good faith by Landlord; (iii) the Rent payable hereunder,

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including, without limitation, any gross receipts lax, license fcc or excise lax levied by any governmental authority; (iv) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises; or (v) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

ARTICLE 6 - SECURITY DEl'OSIT

Upon the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit described in Item 6 of the Basic Lease Provisions. The Security Deposit is made by Tenant to secure the faithful performance of all the terms, covenants and conditions of this Lease to be performed by Tenant. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord's damages upon an Event of Default by Tenant If Tenant commits an Event of Default with respect to any provision of this Lease, Landlord may, but shall not be required to, use, apply or retain all or any part of the Security Deposit (i) for the payment of any Rent or any other sum in default, (ii) for the payment of any other amount which Landlord may spend or become obligated to spend by reason of such default by Tenant, and (iii) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of such default by Tenant. If any portion of the Security Deposit is so used or applied, Tenant shall, upon demand therefor by Landlord, deposit with Landlord cash in an amount sufficient to restore the Security Deposit to the amount required to bc maintained by Tenant hereunder. Upon expiration or the sooner termination of this Lease, provided that Tenant has performed all of its obligations hereunder, Landlord shall return to Tenant the remaining portion of the Security Deposit no later than thirty (30) days after the date Landlord receives possession of the Premises in accordance with the provisions of this Lease. Thc Security Deposit may be commingled by Landlord with Landlord's other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, then Landlord may assign the Security Deposit to the transferee and thereafter Landlord shall have no further liability or obligation for the return of the Security Deposit. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of Law, now or hereinafter in force, which restricts the amount or types of claim that a Landlord may make upon a security deposit or imposes upon a Landlord (or its successors) any obligation with respect to the handling or return of security deposits.

ARTICLE 7 - USE OF PREMISES

7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use as set forth in Item 9 of the Basic Lease Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain in full force and effect all governmental licenses, approvals and permits required to allow Tenant to conduct Tenant's Permitted Use. Landlord disclaims any warranty that the Premises are suitable for Tenant's use and Tenant acknowledges that it has had a full opportunity to make its own determination in this regard. In no case shall Tenant usc any portion of the Premises for (i) offices of any division, agency or bureau of the United States or any state or local government of any foreign government or subdivision thereof, (ii) offices of any health care professionals or for the provision of any health care services, (iii) any schools or other training facility, (iv) any retail or restaurant uses, (v) any residential use, or (vi) any communications uses such as broadcasting radio and/or television stations. Tenant shall not permit any use of the Premises or any portion thereof for any occupancy density which is greater than the average occupancy density associated with the occupancies of the other tenants of the Project.

7.2 Compliance With Laws and Other Requirements.

7.2.1 Tenant shall timely take all action required to cause the Premises to comply in all respects with all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having jurisdiction (including without limitation any certificate of occupancy) now or in the future applicable to the Premises (collectively, "Laws"), including, without limitation, any Law requiring any form of improvement or alteration to the Premises or Building. Without limiting the generality of the foregoing, should any federal, state or local governmental agency having jurisdiction with respect to the establishment, regulation or enforcement of occupational, health or safety standards for employers, employees or tenants impose on Landlord or on Tenant at any time now or in the future any requirement or Law relating in any manner to the Premises or occupancy thereof, Tenant shall, at its sole Cost and expense, comply promptly (or at Landlord's election, bear the cost of such compliance as effected by Landlord) with such requirement or Law.

7.2.2 Tenant shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any act in or about the Premises which: (i) violates or conflicts with any applicable Law; (ii) causes or is reasonably likely to cause damage to the Project, the Premises or the Building systems, including, without limitation, the life safety, electrical, heating, ventilation and air conditioning ("HVAC"), plumbing or sprinkler systems (collectively, the "Building Systems") for the Building and/or the Project; (iii) violates a requirement or condition of any policy of insurance covering the Project and/or the Premises, or increases the cost of such policy; (iv) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Project or its equipment, facilities or systems; (v) interferes with, or is reasonably likely to interfere with, the transmission or reception of

microwave, television, radio, telephone, or other communication signals by antennae or other facilities located in the Project; or

(vi) violates the Rules and Regulations.

7.3 Hazardous Materials. No Hazardous Materials (defined below) shall be Handled (defined below) upon, about, in, above or beneath tile Premises or any portion of the Project by or on behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees (collectively, a "Tenant Party"). Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and stored at the Premises without Landlord's prior written consent, but only in

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compliance with all applicable Environmental Laws (defined below), and with the highest prevailing industry standards. Tenant shall, at irs sole cost and expense, promptly take all actions (or at Landlord's election, reimburse Landlord for laking all actions) required by any Law or necessary for Landlord to make full economic use of the Premises or any portion of the Project which arises in connection with the Handling (defined below) by Tenant or any other Tenant Party of any Hazardous Materials upon, about, above or beneath the Premises or any portion of the Project. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Premises or any portion of the Project, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work. Tenant shall take all actions (or at Landlord's election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to the introduction by Tenant or any other Tenant Party of Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws. "Environmental Laws" means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any federal, state or local governmental authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment, "Hazardous Materials" means: (a) any material or substance: (i) which is defined or becomes defined as a "hazardous substance", "hazardous waste," "infectious

waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) containing petroleum, crude oil or any

fraction thereof; (iii) containing polychlorinated biphenyls (l'CB '5); (iv) which constitutes asbestos or asbestos-containing material; (v) which is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms arc used in their broadest sense. "Handle," "Handled," or "Handling" means any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials.

ARTICLE 8 - UTILITIES AND SERVICES

8.1 Building Services. As long as Tenant is not committing an Event of Default under this Lease, Landlord agrees to furnish or cause to be furnished, subject to the provisions of this Lease, as part of Operating Expenses to the Premises, the following utilities and services, subject to the conditions and standards set forth herein:

8.1.1 Non-attended automatic elevator service.

8.1.2 SUbject to all governmental Laws, rules, regulations and guidelines applicable thereto, HV AC to the

Premises, which in Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises from 8:00 AM. to

6:00 P.M. Monday through Friday (collectively, the "Business Hours"), and if Tenant delivers a written request to Landlord twenty-four (24) hours in advance, 9:00 AM. to 1:00 P.M., Saturdays, except for the date of observation of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, other state and nationally recognized holidays selected by Landlord which are consistent with Institutional Owner Practices (collectively, the "Holidays"); provided, however, that if Tenant desires to use HV AC during hours ("Non-Business Hours") other than Business Hours ("After Hours HVAC"), Tenant shall provide Landlord with prior written notice (which at a minimum shall be 24 hours' written notice for weekday use (and written notice prior to 12 Noon on Friday for weekend use) of Tenant's desired After Hours HV AC use and upon such additional conditions as shall bc determined by Landlord from time to time. Tenant shall pay to Landlord Landlord's then prevailing charges (the "After Hours HVAC Rate") for supplying such After Hours HV AC within ten (10) days of receipt of a reasonably detailed xxxx therefor. Landlord's After Hours HVAC Rate is currently $30.00 per hour (or partial hour), per zone (or partial zone). Landlord makes no representation with respect to the adequacy or fitness of the Project's INAC system to maintain temperatures as may be required for the operation of any computer, data processing or other special equipment. Tenant shall be responsible for and shall pay to Landlord any additional costs (including, without limitation, the costs of installation of additional HV AC equipment) incurred by Landlord because of the failure of the HV AC system to perform its function due to arrangement of partitioning in the Premises or changes or alterations thereto or from any usc by Tenant of heat generating machinery or equipment other than normal office equipment, including small photocopying machines and personal computers not linked to a central mainframe at the Premises.

8.l.3 At all reasonable times, electric current as required for Building Standard lighting and normal and customary fractional horsepower office machines and adequate electrical wiring and facilities for connection to the lighting fixtures and normal and customary incidental use equipment of Tenant, with (a) the electricity so furnished for Tenant's incidental usc equipment to be at a nominal one hundred twenty (l20) volts and with no electrical circuit for the supply of such equipment to require a current capacity exceeding twenty (20) amperes, and (b) the electricity so furnished for Tenant's lighting to be at a nominal two hundred seventy-seven (277) volts and with no electrical circuit for the supply of such equipment to require a current capacity exceeding twenty (20) amperes. Notwithstanding any provision of this Lease to the contrary (i) the total connected electrical load for all of the lighting and incidental use equipment located

in the Premises shall in no case exceed an average of six (6) xxxxx per usable square foot of the Premises (the "Maximum Electrical

Amount") and (ii) the total electrical consumption by Tenant's incidental use equipment and lighting within the Premises shall in no case exceed the greater of (i) Landlord's per rentable square foot Normal Business Hours standard and (ii) the total electrical consumption that would exist if such incidental use equipment and lighting consumed an average of four (4) xxxxx per rentable square foot of the Premises during Business Hours (the "Consumption Threshold"). Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any computers, word processors, electronic data processing equipment or other type of equipment or machines which will (A) cause Tenant's connected load to exceed or increase Tenant's use of electric power in excess of that which the Building Systems serving the Premises are designed for or (B) will materially affect the temperature level in the Premises or in the Building ("Excess Electrical Requirements"). If Tenant shall require or utilize Excess Electrical Requirements or electric power which is likely to disrupt the provision of electrical service to other tenants in the Building or the Project or will materially affect the temperature level in the

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Premises or in the Building, Landlord, at its election, may (x) refuse to grant its consent or (y) condition its consent upon Tenant's payment in advance of Landlord's total actual cost of designing, installing, operating maintaining and providing any additional machinery, equipment and/or facilities (including, but not limited to, the cost of modifications to the Building Systems) reasonably determined by Landlord to be required to satisfy such Excess Electrical Requirements and/or if applicable, restore the temperature level to that otherwise required to be provided by Landlord (or otherwise related to the additional wear on Building Systems associated therewith). If Tenant's consumption of electrical power for any portion of the Premises, as reasonably determined by Landlord pursuant to such reasonable measurement method or methods as Landlord shall employ from time to time (including, without limitation, the use of submcters and/or pulse meters, electrical surveys and/or engineer's estimates) shall exceed the Consumption Threshold for any reasonable calculation period

determined by Landlord, then in addition (0 paying Additional Rent under Section 4.1.3 above, Tenant shall pay to Landlord, as Additional

Rent, the sum of: (J) Landlord's costs of supplying such excess consumption, including, without limitation, all taxes thereon, and the cost of additional wear on Building Systems resulting from such excess consumption, and (2) all of Landlord's costs of monitoring and measuring such excess consumption. Landlord shall not, in any way, be liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord's reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable for Tenant's requirements. Tenant covenants that its use of electric power shall never exceed the capacity of the feeders, risers or electrical installations of the Building or the Project.

8.1.4 City water for drinking and rest room purposes.

8.1.5 Janitorial and cleaning services (5 times per week, excluding Holidays) conforming to the Landlord's Project standards in effect from time to time (which shall be consistent with Institutional Owner Practices), provided that the Premises arc used exclusively for office purposes and are kept reasonably in order by Tenant, Landlord shall not be required to provide janitorial services for portions of the Premises used for preparing or consuming food or beverages, for storage, as a mailroom, or for a lavatory (other than the Common Area lavatory rooms) other than normal "light" janitorial services such as emptying of waste containers, standard vacuuming, mopping and sweeping. Landlord shall not be responsible for more extensive lunch room cleaning such as the washing of dishware or cleaning any refrigerator located therein. In all events, Tenant shall pay (0 Landlord the cost of removal of Tenant's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to normal office usage).

Any amounts which Tenant is required to pay to Landlord pursuant to this Section 8.1 shall be payable upon demand by Landlord and shall constitute Additional Rent. From time to time during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided such modified services are consistent with Institutional Owner Practices. Tenant recognizes that any access control services provided by Landlord at the Project are for the protection of Landlord's property, and under no circumstances shall Landlord be responsible for (and Tenant waives any rights with respect to) providing security or other protection for Tenant or its employees, invitees or property in or about the Premises or the Project.

8.2 Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing any of the services or utilities described in Section 8.1 when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption xxxxx or suspend Tenant's obligation to pay Base Rent and Additional Rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. In the event any governmental or quasi-governmental authority or public utility promulgates or revises any Law or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such Law, mandatory control or voluntary guideline without affecting Tenant's obligations hereunder. Tenant recognizes that any security services provided by Landlord at the Project are for the protection of Landlord's property and under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect to, providing security or other protection for Tenant or its employees, invitees or property in or about the Premises or the Project.

ARTICLE 9 - MAINTENANCE AND REPAIRS

9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas in a clean and neat condition. Subject to Section 9.2 below, Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the Project not constituting a portion of any tenant's premises and shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall be solely responsible for the repair and maintenance of, and all damage to, the Building or the Project (or any component thereof) resulting from the design and operation of all improvements which are no! Building Standard Installations (described in the Work Letter) in or serving the Premises installed at the request of Tenant (regardless of whether installed by Landlord, its agents or contractors or third party contractors). Except as provided in Article 12, there shall be no abatement of Rent, nor shall there be any liability of Landlord, by reason of any injury to, or damage suffered by Tenant, including without limitation, any inconvenience to, or interference with, Tenant's business or operations arising from the making of, or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building. Tenant waives the right to make repairs at Landlord's expense under Sections 1932(1),

1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, Alterations or decorations to the Premises or the Project except as otherwise expressly agreed to be performed by Landlord pursuant to the provisions of this Lease.

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9.2 Tcnant's Obligations. No representations, except as contained herein or endorsed hereon, have been made to Tenant respecting the condition of the Premises, and the acceptance of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises are now in tenantable and good condition. During the Term of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9.1 above (including, without limitation, all damaged and broken fixtures and appurtenances) with replacements of any materials to be made by use of materials of equal or better quality. Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by (a) activities of Tenant or any Tenant Party in the Project, the Building or the Premises; (b) the performance or

existence of any alterations, additions or improvements made by Tenant or any Tenant Party in or to the Premises; (c) the installation, use,

operation or movement of Tenant's property in or about the Project, the Building or the Premises; or (d) any act or omission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises, the Building or the Project by Tenant or any Tenant Party.

9.3 Landlord's Rights. Landlord and its contractors shall have the right, at all reasonable times, to enter upon the Premises to make any repairs to the Premises or the Building or the Project reasonably required or deemed reasonably necessary by Landlord and to erect such equipment, including scaffolding, as is reasonably necessary to effect such repairs. In the event of any failure of Tenant to perform any of its obligations under this Article 9, or under Article 7, 10 or 11, where such failure remains uncured for ten (10) days after delivery by Landlord to Tenant of written notice of such failure (or in the case of an emergency, after such oral or written notice,

if any, as may be practical under the circumstances), Landlord may (but shall not be obligated to) elect to perform such obligation of Tenant at Tenant's sole cost and expense, and in the event of such performance by Landlord, Tenant shall pay to Landlord within ten (10) days of written demand therefor one hundred ten percent (110%) of Landlord's actual direct and indirect costs (including interest, overhead, general conditions and administration) in performing such obligations of Tenant.

ARTICLE 10 - ALTERATIONS, ADDITIONS AND

IMPROVEMENTS

10.1 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth in the "Work Letter" attached hereto as Exhibit "C".

10.2 Landlord's Consent; Conditions. Tenant shall not make or permit to be made any alterations, additions, or improvements in or to the Premises ("Alterations") without first obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than fifteen (I5) business days prior to the scheduled and actual commencement of any work therein. All such Alterations (i) shall comply with all applicable Laws, (ii) shall be compatible (as determined in good faith by Landlord) with the Building and its mechanical, electrical, heating, ventilating, air-conditioning, and life safety systems; (iii) shall not interfere with the use and occupancy of any other portion of the Building or the Project by any other tenant or their invitees; (iv) shall not be visible from the exterior of the Building or from any Common Areas; and (v) shall not affect the integrity of the structural portions of the Building. In addition, Landlord may impose as a condition to such consent such additional requirements as Landlord in its sole discretion deems necessary or desirable including without limitation: (A) Tenant's submission to Landlord, for Landlord's prior written approval, of all plans and specifications relating to the Alterations; (B) Landlord's prior written approval of the time or times when the Alterations arc to be performed; (C) Landlord's prior written approval of the contractors and subcontractors performing work in connection with the Alterations; CD) Tenant's receipt of all necessary permits and approvals from all governmental authorities having jurisdiction over the Premises prior to the construction of the Alterations; (E) Tenant's written notice of whether the Alterations include the Handling of any Hazardous Materials; (F) Tenant's delivery to Landlord of such bonds and insurance as Landlord shall customarily require; (G) Tenant's payment to Landlord within ten (10) days of written demand therefor of all costs and expenses incurred by Landlord because of Tenant's Alterations, including but not limited to costs incurred in reviewing the plans and specifications for, and the progress of, the Alterations and Landlord's supervision fee (which shall equal ten percent (10%) of the cost of the Alterations in question) and (H) Tenant's (and Tenant's contractor's) compliance with such construction rules and regulations and building standards as Landlord may promulgate from time to time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside ofthe Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant.

10.3 Performance of Alterations Work. All work relating to the Alterations shall be performed in compliance with the plans and specifications approved by Landlord, all applicable laws, ordinances, rules, regulations and directives of all governmental authorities having jurisdiction (including without limitation Title 24 of the California Administrative Code) and the requirements of all carriers of insurance on the Premises and the Building, the Board of Underwriters, Fire Rating Bureau, or similar organization. All work shall be performed by Tenant at Tenant's sole cost and expense and shall be prosecuted to completion in a diligent, first class manner and so as not to interfere with any other tenants or occupants of the Building. Without Landlord's prior written consent, which Landlord may withhold in its sole and absolute discretion, Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion of any Alterations, Tenant agrees to cause a timely Notice of Completion to be recorded in the office of the Recorder of the County of San Diego in accordance with the terms of Section 3093 of the Civil Code of the State of California or any successor statute, end Tenant shall deliver to the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as built" documents of the Alterations (current version of AutoCad).

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10.'1 Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises and the Project free from all liens, stop notices and violation notices relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all loss, cost, damage, liability and expense, including attorneys' fees, arising out of or related to any such liens or notices. Tenant shall give Landlord not less than seven (7) business days prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non-responsibility. Tenant shall also secure, prior to commencing any Alterations, at Tenant's sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work. During the progress of such work, Tenant shall, upon Landlord's request, furnish Landlord with sworn contractor's statements and lien waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop notices or other claims or encumbrances within ten (10) days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. If Tenant fails to pay and remove such lien, claim or encumbrance within such ten (10) day period, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest from the date of payment at the Interest Rate, shall be deemed to be Additional Rent due and payable by Tenant at once without notice or demand.

10.5 Surrender. Except as provided in Section 7.3 and in this Section 10.5, upon expiration or earlier termination of this Lease, Tenant shall vacate and surrender the Premises to Landlord in the same condition as when received at the inception of this Lease, subject to ordinary wear and tear. All Alterations shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant's Alterations, in which event Tenant shall promptly remove prior to the date of such expiration or termination the Alterations designated by Landlord to be so removed and shall promptly restore, patch and repair any resulting damage, all at Tenant's sole expense, failure by Tenant to strictly comply with the provisions of this Section 10.5 shall constitute a failure of Tenant to validly surrender the Premises. In the event of any failure of Tenant to perform its obligations under this Section 10.5, in addition to (and without prejudice to) any and all other remedies of Landlord, Landlord may use, apply or retain all or any part of the Security Deposit with respect to such failure. All business and trade fixtures, machinery and equipment, furniture, movable partitions, wallcoverings, telecommunications equipment, data cabling and items of personal property owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Tenant shall be deemed to have abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand), or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant.

ARTICLE 11 - INDEMNIFICATION AND INSURANCE

1Ll Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein, Tenant hereby waives all claims and causes of action against Landlord, its partners, advisors, mortgagees and ground lessors and each of their respective officers, managers, directors, employees, contractors, agents, successors and assigns (collectively, "Landlord Parties") for any damage to persons or property (including, without limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises. Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties (except to the extent of the losses described below are caused by the gross negligence or willful misconduct of Landlord, its agents or employees), from and against:

(a) any and all claims, losses, damages, obligations, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees and legal costs) (collectively, "Claims, Damages and Costs") which arises out of, is occasioned by or is in any way attributable to (i) the use or occupancy of the Premises or any portion of the Project by Tenant, (ii) or the acts or omissions of Tenant or any Tenant Party or (iii) any default of this Lease by Tenant.

(b) any and all environmental damages which arise from: (i) the Handling by Tenant or any other Tenant Party of any Hazardous Materials, or (ii) the breach by Tenant of any of the provisions of Section 7.3 of this Lease. For the purpose of this Lease, "environmental damages" means (X) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Project, damages for the loss of or restriction on usc of rentable space, and from any adverse impact of Landlord's marketing of space); (Y) all sums paid for settlement of claims, reasonable attorneys' fees, consultants' fees and experts' fees; and (Z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling by Tenant or any other Tenant Party of any Hazardous Materials, necessary for Landlord to make full economic use of the Premises.

_{11.2 Property Insurance.}

11,2.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sale expense, "All-Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100%) of replacement cost covering (i) all leasehold and tenant improvements in and to the Premises (including, without limitation, any existing leasehold improvements, the Tenant Improvements (as defined in the Work Letter), and any Alterations); (ii) all floor and wall coverings; and (iii) Tenant's office furniture, business and personal trade fixtures, equipment, furniture system and other personal property from time to time situated in the Premises. The proceeds of such insurance shall be used for the repair and replacement

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of the properly so insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the leasehold improvements shall be paid (0 Landlord and the proceeds applicable to Tenant's personal property shall be paid to Tenant.

11.2.2 At all times during the Term of this Lease, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 11.2.1 for a period of not less than twelve (12) months.

11.3 Liability Insurance.

11.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least $1,000,000 per occurrence and a general aggregate limit of at least $2,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply to all bodily injury (including death), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent contractor's

coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include

Landlord and Landlord's agents, beneficiaries, partners, employees, and any Holder (defined in Section 18.1) of any Security Document

(defined in Section 18.1) designated by Landlord as additional insureds.

11.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expcnse for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non-owned vehicles used by Tenant.

11.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of

$3,000,000 per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name the Landlord and its agents, beneficiaries, partners, employees and any Holder of any Security Document designated by Landlord as additional insureds.

11.3.4 At all times during the Term of this Lease, Tenant shall procure and maintain Workers' Compensation

Insurance in accordance with the laws of the State of California, and Employer's Liability insurance with a limit not less than $1,000,000

Bodily Injury Each Accident; $1,000,000 Bodily Injury By Disease - Each Person; and $1,000,000 Bodily Injury By Disease - Policy

Limit.

11.4 Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do insurance business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A certificate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the insurance required under this Article 11 shall be delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Holder of any Security Document designated by Landlord and such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder when due and such failure continues for a period of ten (10) days after such date. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this AI1icIe I I pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the Landlord as required by this Lease without regard to claims made under such policies with respect to other persons.

11.5 Waiver of Subrogation. Notwithstanding any provision of this Article II to the contrary, if Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the Project from causes then

included under standard "All-Risk" insurance policies or endorsements; provided, however, that such waiver of subrogation shall be limited exclusively to insurance proceeds actually received by Landlord for such damage or destruction. If Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to or destruction of, any property of Tenant, from causes then included under standard "All Risk" insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the Term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon

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be of no further force or effect as to the loss, damage or destruction covered by such policy. ff, however, at any time thereafter, a consent to such waiver of subrogation shall be obtainable without a substantial additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective.

11.6 Failure to Insure. If Tenant fails to maintain any insurance which Tenant is required to maintain pursuant to this Article 11, Tenant shall be liable to Landlord for any loss or cost resulting from such failure to maintain. Landlord shall have the right, in its sole discretion, to procure and maintain such insurance which Tenant is required to maintain hereunder and the cost thereof shall be deemed Additional Rent due and payable by Tenant. Tenant may not self-insure against any risks required to be covered by insurance provided by Tenant hereunder.

11.7 Miscellaneous. Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Article 11 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own expense, such additional insurance as Tenant deems adequate. Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article

which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. If any of

Landlord's insurance policies shall be cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises or any part thereof by Tenant or any assignee, subtenant, licensee or invitee of Tenant and, if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within 48 hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as Additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease upon the occurrence of an Event of Default. Tenant shall not do or permit to be done any act or things upon or about the Premises, the Building or (he Project, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Project, the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building or the Project to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing UPOII or about the Premises, the Building or the Project which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property. If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on or with respect to the Project or the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's insurance premiums so caused within ten (10) days after delivery of written demand therefor by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Project, the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Project, the Building or the Premises shall be presumptive

evidence of the facts stated therein including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Project, the Building or the Premises.

ARTICLE 12" DAMAGE OR DESTRUCTION

12.1 Repair of the Premises; Rental Abatement. Tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Article 12 is or may be applicable (a "Casualty"). Landlord shall, within a reasonable time after the discovery by Landlord of any damage resulting from any Casualty, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 12, begin to repair the damage to the damage to the Building resulting from such Casualty and proceed with reasonable diligence to restore the Building (the "Restoration") to substantially the same condition as existed immediately before such Casualty, except for modifications required by applicable Laws or covenants, conditions and restrictions, and modifications that are deemed desirable in good faith by Landlord; provided, however, that Landlord shall not be required to repair or replace any of the Alterations, furniture, equipment, fixtures, and other improvements or personal property which may have been placed by, or at the request of, Tenant or other occupants in the Building or the Premises, all of which shall be promptly repaired, restored or replaced by Tenant; provided that Landlord shall have the right to elect (in its sole discretion) to restore the leasehold improvements in the Premises, and if Landlord so elects to restore such leasehold improvements, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under this Lease with respect to the leasehold improvements in the Premises (and of the cost of the restoration of the leasehold improvements in the Premises exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, tile excess cost shall be paid by Tenant to Landlord prior to Landlord's repair of the damage, or at Landlord's election, at any later time following Landlord's discovery of any insufficiency of such insurance proceeds). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any Casualty, or the Restoration, regardless of the cause therefor. If any Casualty causes Material Premises Damage, then Base Rent and Additional Rent payable under Article 4 shall xxxxx if and to the extent Tenant ceases to occupy a material portion of the Premises that was rendered unfit for occupancy as a result of such Material Premises Damage, for the period of time commencing on the date Tenant actually vacates such material portion of the Premises and continuing until the Restoration of the Material Premises Damage is substantially completed (as determined by Landlord's architect); provided, however, that such abatement shall be limited to the proceeds of rental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord. "Material Premises Damage" shall exist if any material portion of the Premises is rendered unfit for occupancy or non-accessible as a result of material damage (by Casualty) to the Premises and/or to portions of the Common Areas that are required for access to the Premises

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12.2 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Article 12, Landlord shall have no obligation to perform the Restoration and shall have the right to terminate this Lease in any case where (a) any portion of the Premises or any material portion of the Building is damaged and (b) (i) Landlord estimates in good faith that the Restoration cannot reasonably be completed (without the payment of overtime) within one hundred eighty (180) days of Landlord's actual discovery of such damage, (ii) the Holder of any Security Document requires the application of any insurance proceeds with respect to such Casualty to

be applied to the outstanding balance of the obligation secured by such Security Document, (iii) the cost of such Restoration is not fully

covered by insurance proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an

abatement of rent under this Section 12 for any period of time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casually occurs (or Landlord discovers the damage relating thereto) at any time within the last eighteen (18) months of the then applicable Term (disregarding Extension Terms if any). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant at any time following the Casualty until forty-five (45) days following the later of (X) delivery of the Damage Notice or (Y) Landlord's discovery or determination of any of the events described in clauses (i) through (v) of the preceding sentence and shall be effective upon delivery of such notice of termination (or if Tenant has not vacated the Premises, upon the expiration of thirty (30) days thereafter).

12.3 Waiver. Landlord and Tenant agree that the provisions of this Article 12 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the Premises 01' the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time).

ARTICLE 13 - CONDEMNATION

13.1 Taking. If the whole or a material portion of the Premises, the Project or the Building shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of thc earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the "Taking Date"). In the event of a Taking of such portion of the Premises, the Project or the Building as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date.

13.2 Restoration of Premises. If a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's personal property and fixtures, and tenant improvements not constituting Building Standard Installations) to a complete, functioning unit, to the extent of the condemnation award received by Landlord. In such case, the Base Rent shall be reduced proportionately based on the portion of the Premises so taken.

13.3 Award. In the event of any Taking, the entire award for such taking shall belong to Landlord, except that Tenant shall be entitled to independently pursue a separate award relating to the loss of, or damage to, Tenant's personal property and trade fixtures and Tenant's relocation costs directly associated with the taking. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant.

13.4 Temporary Taking. No temporary Taking shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, further, that the portion of any award for such temporary Taking that is allocable to the Premises shall belong to Tenant to the extent that the award applies to any time period during the Term of this Lease and to Landlord to the extent that the award applies to any time period outside the Tenn.

13.5 Exclusive Remedy. This Article 13 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

ARTICLE 14 - RELOCATION

Landlord shall have the right, in its sole discretion, upon not less than thirty (30) days prior written notice to Tenant, to relocate Tenant and to substitute for the Premises described above to other space in the Project containing at least as much rentable area as the Premises described in Item 2 of the Basic Lease Provisions. If Tenant is already in occupancy of the Premises, then Landlord shall also reimburse Tenant for Tenant's reasonable moving and telephone relocation expenses and for reasonable quantities of new stationery upon submission to Landlord of receipts for such expenditures incurred by Tenant,

ARTICLE 15 - ASSIGNMENT AND SUBLETTING

15.! Restricted; Permitted Transfers.

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(

15.1.1 Except as provided in Section 15.1.2 below, without the prior written consent of Landlord, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or pC1111tiht e Premises to be occupied by anyone other than Tenant or Tenant's employees (each a "Transfer" and any person or entity 10 whom a Transfer is made or sought to be made is referred to herein as a "Transferee"). Any Transfer in violation of the provisions of this Article 15 shall be void and, at Landlord's option, shall constitute an Event of Default. For purposes of this Lease, the term "Transfer" shall also include a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling (defined below) interest in Tenant. "Control" or "Controlling" means the possession, direct or indirect, of the power to direct or cause the direction of tile management and policies of a person or entity, or ownership of any sort. Notwithstanding anything contained in this Article 15 to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for xxxx, occupancy or utilization of the Premises which provides for rental or other payment for such xxxx, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void.

15.1.2 Notwithstanding the foregoing, Tenant shall, upon not less than ten (10) business days written notice to Landlord (along with any relevant information as may be required hereunder), be permitted, without Landlord's prior written consent (and without being subject to Sections 15.2, 15.3, 15.4 and 15.5 below), to assign this Lease to a Successor (defined below) (a "Permitted Transfer") on the condition that the person or entity to which such Permitted Transfer is made (a "Permitted Transferee") is (i) of an equal or greater financial worth as Tenant as of the date of such Permitted Transfer, (ii) of a character consistent with Landlord's first class standard for tenants of the Project, and (iii) assumes all of Tenant's rights and obligations hereunder. "Successor" means (A) an entity which is the result of a conversion of Tenant from a corporation to a different form of entity (such as a limited liability company or other entity form) recognized by, and qualified to do business in, the State of California, (B) any successor corporation or other entity resulting from a merger, consolidation, acquisition or other action to Tenant, or (C) a person or entity that purchases all or substantially all of Tenant's or Tenant's parent company's assets. Any Permitted Transferee shall assume in writing all of Tenant's obligations under this Lease, and notwithstanding any Permitted Transfer.

15.2 Notice to Landlord. If Tenant desires to Transfer this Lease or any interest herein, then at least twenty (20) business days (but no more than one hundred eighty (180) days) prior to the effective date of the proposed Transfer, Tenant shall submit to Landlord a written request (a "Transfer Notice") for Landlord's consent, which notice shall include:

15.2.1 A statement containing (i) the name and address of the proposed Transferee; (ii) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the financial responsibility, character, and reputation of the proposed Transferee; (iii) the nature of such Transferee's business and proposed use of the Premises; (iv) the proposed effective date of tile Transfer; (v) a description of the portion of the Premises subject to the proposed Transfer; (vi) all of the principal terms of the proposed Transfer (including a calculation of the Transfer Profits (defined below»; and (vii) such other information or materials as Landlord may reasonably request (provided, that if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional materials).

15.2.2 Four (4) originals of the proposed assignment or sublease or other Transfer on a form approved by Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and the proposed Transferee.

15.2.3 If Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the Transfer Notice such that Landlord would be entitled to withhold its consent to such Transfer under Section 15.4, Tenant shall re-submit such Transfer Notice to Landlord for its consent pursuant to all of the te1111aSnd conditions of this Article 15.

15.3 Landlord's Recapture Rights. At any time within twenty (20) business days after Landlord's receipt of all (but not less than all) ofthe information and documents described in Section 15.2, Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant, elect to: (i) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (ii) take an assignment of this Lease upon the same terms as those offered to the proposed assignee; or (iii) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises. If Landlord does not exercise any of the options described in the preceding sentence, then, during the above-described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed Transfer,

15.4 Landlord's Consent; Standards.

15.4.1 Subject to the provisions of Section 15.3, Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that in addition to any other grounds available hereunder or under applicable Law for properly withholding consent to such proposed Transfer, Landlord's consent with respect thereto shall be deemed reasonably withheld if in Landlord's good faith judgment: (i) the proposed Transferee does not have the financial strength (taking into account all of the Transferee's other actual 01' potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not

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satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope); (ii) the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project; (iii) the proposed Transferee intends to lease any part of the Premises for a purpose not permitted under this Lease; (iv) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee occupies space in the Project or has negotiated with Landlord (or any affiliate of Landlord) within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord (or any affiliate of Landlord» to lease space in the Project; (v) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project as evidenced by the parameters consistently applied in Landlord's direct leasing activities; (vi) the use of the Premises, the Building or the Project by the proposed Transferee would, in Landlord's judgment, significantly increase the pedestrian traffic in and out of the Building and/or the Project, would generate increased loitering in Common Areas, would increase security risk, or would require any alterations to the Building or the Project to comply with applicable Laws; (vii) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at anyone time during the Term; (viii) the Holder of any Security Document (as such terms are defined below) consent to such Transfer is required fails to consent thereto; (ix) at the time Tenant delivers the Transfer Notice, there is then in effect an uncured Event of Default; (x) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (xi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (xii) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (xiii) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government,

15.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent or otherwise acted in a manner not permitted under this Article 15, then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for the relief sought without any monetary damages or other monetary relief. Tenant and each proposed Transferee hereby waive to the maximum extent permitted by Law any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims, Damages and Costs involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and any broker representing Tenant and/or such Transferee) claiming they were damaged by Landlord's wrongful withholding or delaying of Landlord's consent to such proposed Transfer or other breach of this Article 15. Tenant acknowledges that Tenant's rights under this Article 15 satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease.

15.5 Transfer Profits. Subject to the provisions of this Article 15, if Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of any Transfer Profits (defined below). "Transfer Profits" means all rent, additional rent or other consideration paid by or on behalf of such Transferee in connection with the Transfer in excess of Base Rent and Additional Rent payable by Tenant under this Lease during the Term of the Transfer. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits Tenant either has or will derive from such Transfer. In addition, Landlord or its representative shall have the right at all reasonable times to audit the books and records of Tenant with respect to the calculation of the Transfer profits. If such inspection reveals that the amount of Transfer Profits paid to Landlord was incorrect, then within ten (10) days of Tenant's receipt of the results of such audit, Tenant shall pay Landlord the deficiency and the cost of Landlord's audit.

15.6 Landlord's Costs. With respect to each Transfer proposed to be consummated by Tenant, whether or not Landlord shall grant consent, Tenant shall pay all of Landlord's review and processing fees, and costs, as well as any reasonable professional, attorneys', accountants', engineers' or other consultants' fees incurred by Landlord relating to such proposal Transfer within ten (10) days after written request by Landlord.

15.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this Article 15, Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of tenant contained in this Lease to the same extent as if the Transfer had not occurred; provided, however, that any act or omission of ally Transferee, other than Landlord, that violates the terms of this Lease shall be deemed a violation of this Lease by Tenant. If any Transferee defaults beyond applicable cure and grace periods in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting its remedies against such Transferee. Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenant, upon notice to Tenant, but without obtaining its or their consent thereto, and such action shall not relieve Tenant of its liability under this Lease.

15.8 Non-Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any person claiming through or by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article 15, to any further Transfer. In the event of a Transfer, Landlord may collect rent from the Transferee without waiving any rights hereunder and collection of the rent from a person other than Tenant shall not be deemed a waiver of any of Landlord's rights under this Article 15, an acceptance of Transferee as Tenant, or a release of Tenant from the performance of Tenant's Obligations under this Lease.

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ARTICLE 16 - DEFAULT AND REMEDIES

16.1 Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant (an "Event of Default"):

16.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, within three (3) days of notice that the same is due, which notice shall be in lieu of any notice required under California Code of Civil Procedure Section [161 or any similar or successor law.

16.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (l0) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date, it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises.

16.1.3 Any failure by Tenant to execute and deliver any statement 01' document described in Articles 18 and 22 requested by Landlord within the time periods specified therein, where such failure continues for three (3) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and 1I0t in addition to, any notice required under Section 1161 et seq., of the California Code of Civil Procedure.

16.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 16.1.1, 16.1.2 and 16.1.3 above, if such failure continues for twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be cured within the twenty (20) day period, no default shall exist if Tenant commences the curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to completion. The twenty (20) day notice described herein shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding.

16.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished.

16.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 15.

16.1.7 Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, generally not pay its debts as they become due or admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or similar arrangement under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, or file an answer admitting the material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation.

16.1.8 Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgment having a similar effect, or remains undismissed for 60 days, or within 60 days after the appointment (without Tenant's or such general partner's consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or of all or any substantial part of its or such general partner's assets and properties, such appointment shall not be vacated.

16.1.9 The appointment of a receiver, trustee or custodian to take possession of all or any substantial portion of the assets of Tenant, or the formation of any committee of Tenant's creditors, or any class thereof, for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditors' rights.

16.1.10 The default by any guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section 16.1 (as if this Section 16.1.10 referred to such guarantor in place of Tenant).

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16,2 Landlord's Right To Terminate Upon Tenant Default. In the event of any default by Tenant as provided in Section 16.1 above, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant:

plus

16.2.1 The worth at the time of award or any unpaid Rent which had been earned at the time of such termination;

16.2.2 The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the lime of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus

16.2.3 The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the lime of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus

16,2.4 Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

16.2.5 At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in Sections 16.2.1 and 16.2.2 above, "worth at the time of award" shall be computed by allowing interest at the then highest lawful contract rate of interest. As used in Section 16.2,3 above, "worth at the time of award" shall be computed by discounting such amount at the Interest Rate. As used herein, the term "Interest Rate" means the lesser of (i) the "prime rate" or "reference rate" announced from time to time by Bank of America, N.T, & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate) (the

"Prime Rate"), plus one percent (l%), or (ii) the maximum rate permitted by Law.

16.3 Landlord's Right To Continue Lease Upon Tenant Default. In the event of a default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 16.2 above, Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). To the

fullest extent permitted by law, the proceeds of any reletting shall be applied first to pay to Landlord all costs and expenses of such reletting

(including without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and properly therefrom, securing new tenants, including expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the costs thereof) and receivers' fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. No re-entry or taking of possession of the Premises by Landlord pursuant to this Section 16.3 shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any relctting without termination by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any such Event of Default. Upon the occurrence of an Event of Default by Tenant under Section 16.1 above, if the Premises or any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may, at its option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord.

16.4 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord (including, without limitation, any right or remedy provided under Article 9), Landlord may cure the same at the expense of Tenant (i) immediately and without notice ill the case (a) of emergency, (b) where such default unreasonably interferes with any other tenant in the Project, or (c) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord and (ii) in any other case if such default continues for ten (10) days from the receipt by Tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs, together with interest thereon at the maximum rate permitted by law from the date of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord

shall have the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent.

16.5 Late Payments of Rent. Following the occurrence of three instances of payment of Rent more than 10 days late in any twelve month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant, (i) require that all remaining monthly installments of Rent shall be payable three months in advance; and in addition or in the alternative at

Landlord's election, (ii) require that Tenant increase the amount of the Security Deposit (if any) by an amount equal to one month's Rent.

16.6 Default Under, Other Leases. If the term of any lease, other than this Lease, heretofore or hereafter made by Tenant for any space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such

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other lease, such fact shall empower Landlord, at Landlord's sole option, to terminate this Lease by notice to Tenant or to exercise any of the rights or remedies set forth ill Section 16.2.

16.7 Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of any Event of Default by Tenant, as set forth in this Article 16, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

16.8 Efforts to Relet. For the purposes of this Article 16, Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver 10 protect Landlord's interests hereunder. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without terminating Tenant's right to possession.

16.9 Waiver of Right of Redemption. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ,.Tenant's right of occupancy of the Premises after any termination of this Lease, Notwithstanding any provision of this Lease to the contrary, the expiration 01' termination of this Lease and/or the termination of Tenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, including without limitation the provisions of Section 11.1 hereof.

16.10 Non-Waiver. Nothing in this Article 16 shall be deemed to affect Landlord's rights to indemnification for liability or liabilities arising prior to termination of this Lease for personal injury or property damages under the indemnification clause or clauses contained in this Lease. No acceptance by Landlord of a lesser sum than the Rent then due shall be deemed to be other than on account of the earliest installment of such rent due, 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 Landlord may accept such check 01' payment without prejudice to Landlord's right to recover the balance of such installment or pursue any other remedy provided in this Lease. The delivery of keys to any employee of Landlord or to Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises.

16.1 I Waiver of Trial by Jury. To the fullest extent permitted by Law, Landlord and Tenant each expressly waive their right to trial by jury in any trial held as a result of a claim arising out of or in connection with this Lease in which Landlord and Tenant are adverse parties. The filing of a cross-complaint by one against the other is sufficient to make the parties "adverse."

16.12 Cumulative Remedies. The specific remedies to which Landlord may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

16.13 Default by Landlord. Landlord's failure to perform or observe any of its obligations under this Lease shall constitute a default by Landlord under this Lease only if such failure shall continue for a period of thirty (30) days (or the additional time, if any, that is reasonably necessary promptly and diligently to cure the failure) after Landlord receives written notice from Tenant specifying the default, which notice shall describe in reasonable detail the nature and extent of the failure and shall identify the Lease provision(s) containing the obligation(s) in question. Subject to the remaining provisions of this Lease, following the occurrence of any such default, Tenant shall have the right to pursue any remedy available under Law for such default by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such default.

_{ARTICLE 17 - ATTORNEYS FEES; COSTS OF SUIT}

17.1 Attorneys Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any other relief, its actual attorneys fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.

17.2 Indemnification. Should Landlord be made a party to any litigation instituted by Tenant against a party other than Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all loss, cost, liability, damage or expense incurred by Landlord, including attorneys' fees, in connection with the litigation.

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ARTICLE 18 - SUBORDINATION AND ATTORNMENT

18.1 Subordination. This Lease, find the rights of Tenant hereunder, are and shall be subordinate to the interests of (i) all present and future ground leases and master leases of all or any part of the Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all [last and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust (collectively, "Security Documents") which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become

the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within ten (10)

days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder ("Holder") of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Such instruments may contain, among other things, provisions to the effect that such lessor, mortgagee or beneficiary (hereafter, for the purposes of this Section 18.i, a "Successor Landlord") shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (c) not be liable for the return of any security deposit under this Lease unless the same shall have actually been deposited with such Successor Landlord; and (d) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments if Tenant fails to execute and deliver said instruments within five days after notice from Landlord requesting execution and delivery thereof.

18.2 Attornment. If requested to do so, Tenant shall attorn to and recognize as Tenant's Landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage or deed of trust, and Tenant shall, within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Document to evidence thc attornment described in this Section 18.2.

18.3 Morte:ae:c and Grollnd Lessor Protection. Tenant agrees to give each Holder of any Security Document, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing of the address of such Holder (hereafter the "Notified Party"). Tenant further agrees that if Landlord shall have failed to cure such default within the notice and cure period described in Section 16.13 above, then prior to Tenant pursuing any remedy for such default provided hereunder, at law or in equity, the Notified Party shall have an additional thirty (30) days within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if the Notified Party has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default).

ARTICLE 19 - QUIET ENJOYMENT

Provided that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease, subject to all of the terms and conditions contained in this Lease, from and against all persons holding an interest in the Project from and through Landlord.

_{ARTICLE 20 - PARKING}

20.1 Commencing on the Commencement Date and continuing through the Term, Tenant shall rent from Landlord the number of Parking Passes specified in Item 7 of the Basic Lease Provisions. The Parking Passes are with respect to, subject to the provisions of this Article 20, use of the Project's parking facilities (the "Parking Facilities"). The specific locations within the Parking Facilities in which the Parking Passes may be used shall be specified by, and may, from time to time, be relocated by Landlord in its sole discretion. Landlord shall have the right to modify, change, add to or delete the design, configuration, layout, size, ingress, egress, areas, method of operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof. As used herein, "Parking Passes" means parking passes to be used for parking on an unreserved, first come first served basis in the areas of the Parking Facilities (defined below) designated by Landlord therefor.

20.2 On the first day of each calendar month during the Term, Tenant shall pay Landlord's then prevailing charge for the Parking Passes then rented by Tenant for such calendar month; provided that notwithstanding the foregoing, there shall be no charge during the Initial Term for the first sixteen (16) Parking Passes rented by Tenant. Such parking charges (if any) shall be in addition to all taxes, assessments or other impositions imposed by any governmental entity ("Parking Taxes") in connection with Tenant's use of such Parking Passes, which Parking Taxes shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord by Tenant

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concurrently with thc payment of the parking charges described above; provided that notwithstanding the foregoing, Tenant shall have no obligation 10 pay any Parking Taxes with respect 10 the first sixteen (16) Parking Passes rented by Tenant.

20.3 Tenant shall cause each of its employees and occupants utilizing Tenant's Parking Passes to abide by all rules and regulations for the use of the Parking Facilities prescribed from time to time by Landlord. If any employee, contractor or other individual using one of Tenant's Parking Passes violates any of the terms and conditions of (his Article or such parking rules and regulations, (hen Landlord may revoke the license granted hereunder with respect to (he particular violating party's use of the Parking Facilities. Landlord may delegate its responsibilities hereunder to a parking operator (or master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including rights or control, attributed hereby to the Landlord to such parking operator. The Parking Passes provided to Tenant pursuant to this Article 20 arc provided to Tenant solely for use by officers, directors, and employees of Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prior approval. Tenant's business visitors may park on the Parking Facilities 011 a space-available basis, upon payment of the prevailing fee for parking charged to visitors to the Project.

ARTICLE 21 - RULES AND REGULATIONS

The "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated by reference herein and made a part hereof) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Building or Project. Tenant shall abide by, and faithfully observe and comply with the Rules and Regulations. Landlord shall not be liable to Tenant for any violation of such rules and regulations by any other tenant or occupant of the Building or Project.

ARTICLE 22 - ESTOPPEL CERTIFICATES

Tenant agrees at any time and from time to time upon not less than five (5) days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, or any existing or prospective Holder of any Security Document, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Base Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit HE" is hereby approved by Tenant for use pursuant to this Article 22; however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In the event that such certificate is being given to any Holder, such statement may contain any other provisions customarily required by such Holder, including, without limitation, an agreement on the part of Tenant to furnish to such Holder, written notice of any Landlord default and a reasonable opportunity for such Holder to cure such default prior to Tenant being able to terminate this Lease. In addition, Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Article 22 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any existing or prospective Holder and any of its or their assignees.

ARTICLE 23 - ENTRY BY LANDLORD

Landlord may enter the Premises at all reasonable times to: inspect the same; exhibit the same to prospective purchasers, lenders or tenants; determine whether Tenant is complying with all of its obligations under this Lease; perform any of its obligations under this Lease; supply any services that are to be provided by Landlord to Tenant under this Lease; post notices of non-responsibility; and make repairs or improvements in or to the Project or the Premises; provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to usc any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord as Additional Rent.

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ARTICLE 24

LANDLORD'S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL LIABILITY TRANSFER OF LANDLORD'S INTEREST

24, I Landlord's Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or in any exhibits, riders or addenda hereto attached (collectively the "Lease Documents"), it is expressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to (i) any actual or alleged breach or breaches by Or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents 01' (ii) any matter relating to Tenant's occupancy of the Premises (collectively, "Landlord's Lease Undertakings") shall be limited to solely an amount equal to the lesser of (x) only to Landlord's interest in the Building and (y) the equity interest Landlord would have in the Building if the Building were encumbered by independent secured financing equal to eighty percent (80%) of the value of the Building; (b) Tenant shall have no recourse against any other assets of Landlord or its officers, directors or shareholders; (c) except to the extent of Landlord's interest in the Building, no personal liability or personal responsibility of any sort with respect to any of Landlord's Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord, Xxxxxxx Properties Holdings II, LLC, Xxxxxxx Properties Holdings I, LLC, Xxxxxxx Properties, L.P" Xxxxxxx Properties, Inc., or against any of their respective directors, officers, shareholders, members, employees, agents, constituent partners, beneficiaries, trustees or representatives, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings.

24.2 Transfer of Landlord's Interest. Upon the transfer of Landlord's interest in the Building to a third party, this Lease shall not be affected by any such sale, but the transferring Landlord shall be fully released from the performance of Landlord's obligations hereunder and from any future liability upon any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant (and Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease except for obligations and liabilities incurred by Landlord prior to such sale 01' conveyance). Tenant agrees to attorn to the purchaser or assignee of Landlord's interest in the Lease (and that such attornment to be effective and self-operative without the execution of any further instruments by any of the parties to this Lease).

ARTICLE 25 - HOLDOVER TENANCY

If Tenant holds possession of the Premises after the expiration 01' termination of the Term of this Lease, by lapse of time or otherwise, with or without the express or implied consent of Landlord, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to Term and Base Rent and any other provision reasonably determined by Landlord to be inapplicable, During such holdover period, Tenant shall pay to Landlord a monthly Base Rent equivalent to two hundred percent (200%) of the greater of (i) Landlord's then published asking rental rate or (ii) the Base Rent and Additional Rent payable by Tenant to Landlord during the last month of the Term of this Lease, The monthly rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession, Neither any provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover, Notwithstanding any provision to the contrary contained herein, (a) Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the Term of this Lease or upon the earlier termination hereof or at any time during any holdover and the right to assert any remedy at law or in equity to evict Tenant and collect damages in connection with any such holdover, and (b) Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, obligations, penalties, costs and expenses, including, without limitation, all lost profits and other consequential damages, attorneys' fees, consultants' fees and court costs incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender the Premises on the expiration or earlier termination of this Lease in accordance with the provisions of this Lease.

ARTICLE 26 - NOTICES

All notices which Landlord or Tenant may be required, or may desire, to serve on the other may be served, as an alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence of delivery, addressed to the Landlord at the address for Landlord set forth in Item 10 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item 10 of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate to the other in writing, Any notice shall be deemed to have been served at the time the same was posted.

ARTICLE 27 - BROKERS

The parties recognize as the broker(s) who procured this Lease the firm(s) specified in Item 8 of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have

110 responsibility therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for the

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payment of any fcc due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any liability in respect thereto.

ARTICLE 28 - SIGNAGE RIGHTS

28.1 Except to the extent expressly provided in this Section 28, Tenant shall not (i) place or install (or permit to be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior areas or Common Areas or the Project or in any area of the Building, Premises or Project which is visible from the exterior of the Building or outside of the Premises or (ii) place or install (or permit to be placed or installed by any Tenant Party) in or about any portion of the Premises any window covering (even if behind Building standard window coverings) or any other material visible from outside of the Premises or from the exterior of the Building.

28.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to time and subject to receipt of Landlord's prior written consent, (i) in the case where Tenant occupies an entire floor in the Building, Tenant may place in any portion of such floor which is not visible from outside of the Premises such identification signage as Tenant shall desire, (ii) in the case where Tenant occupies less than an entire floor in the Building (A) Tenant may require Landlord to install, at Tenant's sole cost and expense, in such portion of the multi-tenant corridor on such floor as is called for by Landlord's signagc program (as the same may exist from time to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant and (8) Tenant may place in any portion of the inside of the Premises not visible from the exterior of the J3uilding or from outside of the Premises such identification signage as Tenant shall desire, and (iii) Tenant may require Landlord to install, at Tenant's sole cost and expense, Building Standard signage in the directory (if any) located in the ground floor lobby of the J3uilding. All signage described in this Section 28 shall be treated as Tenant's personal property under the provisions of Section 10.5 with respect to Tenant's obligation at the expiration or early termination of this Lease.

28.3 Monument Sign.

28.3.1 Grant. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Section 28.3, Tenant shall have the non-exclusive right (without payment of any additional charge) to cause Landlord to display a sign (the "Monument Sign") identifying Tenant by its Business Name on the Designated Building Monument (defined below). "Business Name" means "Yoblaturals" and no other name or trade name. "Designated Building Monument" means the existing multi-tenant monument sign located near the front entrance to the Building. Except as expressly provided in this Section 28.3, Tenant shall have no right to any signage on the exterior of any portion of the Building or the Project or on any monument sign located anywhere in the Project.

28.3.2 Specifications and Permits. The graphics, materials, color, design, lettering, size, exact location, lighting (if any) and specifications and all other aesthetic factors of the Monument Sign (collectively, the "Sign Specifications") shall be (a) subject to the prior written consent of Landlord (in Landlord's sole and absolute discretion), (b) consistent with the size and quality of comparable signage on comparable institutionally owned first-class office buildings in the local market, and (c) consistent with the overall character of the Building's and Project's architecture (as determined by Landlord in its sale and absolute discretion). In addition, all of Tenant's rights under this Section 28.3 shall be subject to (i) the receipt of and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the installation and continuing display of the Monument Sign and (ii) the continuing compliance of the Monument Sign with all applicable Laws.

28.3.3 Cost and Maintenance; Removal. The Monument Sign shall be installed by a contractor retained by Tenant and approved by Landlord (in its sole and absolute discretion), and shall be operated, and maintained by Landlord, and Tenant shall, within ten (10) days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs actually incurred by Landlord in connection with the operation, maintenance, repair, and eventual removal and disposal of the Monument Sign. Without limiting the foregoing, Tenant shall be responsible for all costs and expenses incurred in connection with or relating to the installation, operation, maintenance and repairs of the Monument Sign, including, without limitation, the cost of utility charges and hook-up fees (if applicable), permits, and maintenance and repairs. Within a reasonable time (not to exceed 30 days) following the expiration or earlier termination of this Lease (or after termination of Tenant's rights with respect to the Monument Sign pursuant to Section 28.3.4, below), Tenant shall, at Tenant's sole cost and expense, commence, and thereafter shall diligently pursue, the removal of the Monument Sign, and shall cause the areas in which the Monument Sign was located to be restored to the condition existing immediately prior to the placement of the Monument Sign (subject to ordinary wear and tear). If Tenant fails to timely remove the Monument Sign or to restore the areas in which the Monument Sign was located, as provided in the immediately preceding sentence, then Landlord may perform such work, and all costs incurred by Landlord in so performing such work, plus interest at the Default Rate from the date of Landlord's payment of such costs to the date of Tenant's reimbursement to Landlord, shall be reimbursed by Tenant to Landlord within ten (10) days after Tenant's receipt of an invoice therefor. The terms of this Section 28.3.3 shall survive the expiration or earlier termination of this Lease.

28.3.4 Termination. Landlord shall have the right to terminate Tenant's rights under this Section 28.3 to display the Monument Sign upon not less than thirty (30) days prior written notice. For the avoidance of doubt, it is understood that Landlord may so elect to terminate Tenant's rights under this Section 28.3 for any reason (or for no reason) at all in Landlord's sole and absolute discretion.

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28.3.5 Reservation of Rights. Landlord shall have the right, in its sole but good faith discretion to: (a) position and/or reposition the Monument Sign on the Designated Building Monument in any manner as it shall determine, (b) relocate and/or make such modifications to the Designated Building Monument as it shall desire from time to time, and (c) place on the Designated Building Monument and/or on the Building (i) the name of (and/or other identifying information for) the Building and/or Project or (ii) such other names, business names, trade names or affiliate names representing such other tenants or persons, in either case, as Landlord shall determine in its sole and absolute discretion.

28.3.6 Rights Personal. The rights granted under this Section 28.3 are personal to Original Tenant, and except as provided in this Section 28.3.6, shall not be transferable in any respect whatsoever (including, without limitation, to any Transferee). Notwithstanding the foregoing or anything else to the contrary in this Section 28.3, Tenant shall have the right, in connection with any assignment of this Lease to a Successor to assign all of its rights under this Section 28.3 (with respect to the Monument Sign) to such Successor, provided that any such Successor's Business Name) may only be displayed on the Designated Building Monument if such name is approved by Landlord, which approval shall not be unreasonably withheld by Landlord so long as such Business Name (a) has a connotation for business reputation, prestige and stature in the business community which is comparable to that of other tenants having comparable sign rights in the Building and Comparable Buildings, and (b) is not an Objectionable Name (defined below). "Objectionable Name" means any lIame that (i) relates to an entity that is of a character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the Building, or which would otherwise reasonably offend an institutional quality Landlord of a building comparable to the Building, taking into consideration the size and visibility of the Exterior Signs, or (ii) conflicts with any covenants in other leases of space in the Project.

ARTICLE 29- FINANCIAL STATEMENTS

Prior to execution of this Lease, Tenant shall provide Landlord with current financial statements for each of the three (3) calendar (or fiscal) years immediately prior to the execution date of this Lease. Thereafter, at any time during the Term, Tenant shall, upon ten (10) days' prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and Tenant's Guarantor. Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited by an independent certified public accountant.

ARTICLE 30 - MISCELLANEOUS

30.1 Entire Agreement; Amendments; Successors. This Lease contains all of the agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of the parties. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by the Landlord. Except as expressly provided herein, this Lease and the obligations of Landlord and Tenant contained herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by Tenant contrary to the provisions of Article 15.

30.2 Force Majeure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform, any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of Landlord including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services. The amount of time for Landlord to perform any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such obligation by reason or any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

30.3 Survival of Obligations. Any obligations of Tenant accruing prior to the expiration of this Lease shall survive the termination of this Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired.

30.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder,

30.5 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of

California (without regard to its conflicts of laws rules or principles).

30.6 Prohibition Against Recording. Neither this Lease nor any memorandum, affidavit or other writing with respect thereto shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant

30.7 Severability. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the event two different interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable shall bc adopted.

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30.8 Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. All captions, headings, titles, numerical references and computer highlighting arc for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require.

30.9 Time is of the Essence. Time is of the essence of this Lease and the performance of all obligations hereunder.

30.10 Joint and Several Liability. If Tenant comprises more than one person or entity, or if this Lease is guaranteed by any party, all such persons shall be jointly and severally liable for payment of rents and the performance of Ten ant's obligations hereunder.

30.11 No Offer to Lease. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until (i) it is executed and delivered by Tenant to Landlord and (ii) it is fully reviewed and executed by Landlord; provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the time and expense incurred by Landlord in reviewing lhis Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery).

30.12 No Counterclaim; Choice of Jurisdiction. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding. In addition, Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the State of California.

30.13 Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (i) to change the name or street address of the Building and/or the Project; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building and/or the Project; (iii) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10, the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the same purposes that are generally prevailing in first class office buildings in the area (any violation of this provision by Tenant shall be deemed a material breach of this Lease); (iv) to display the Premises and/or the Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (v) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no such change shall materially adversely affect access to the Premises; (vi) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (vii) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by Tenant's employees; (viii) to prohibit the placement of video or other electronic games in the Premises; (ix) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building and/or the Project; (x) to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord prescribes for security purposes; (xi) to install, operate and maintain security systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; (xii) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building and/or the Project; and (xiii) to retain at all times master keys or pass keys to the Premises.

30.14 Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Building require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Landlord within ten (10) days following the request therefor.

30.15 Authority. If Tenant signs as a corporation or a partnership, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is qualified to do business in California, that Tenant has full right and authority 10 enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so.

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30. 16 Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees 01' entities,

30.17 The Other Improvements. If portions of the Project 01' property adjacent to the Project (collectively, the "Other Improvements") are owned by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the Project and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, (iii) for the allocation of a portion of the Operating Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for the use or improvement of the

Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements

and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord's right to convey all or any portion of the Project or any other of Landlord's rights described in this Lease.

30.18 Renovation of the Project and Other Improvements/Construction of New Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may be under construction following Tenant's occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which arc in excess of that present in a fully constructed project. It is expressly understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation to alter, remodel, improve, renovate, repair or decorate the Premises, the Building, or the Project or any portion thereof It is further agreed

xxxx acknowledged that no representations respecting the condition of the Premises, the Building or the Project have been made by Landlord to Tenant except as specifically set forth in this Lease. Tenant acknowledges and agrees that Landlord may alter, remodel, improve and/or renovate (collectively, the "Construction Work") the Building, Premises, and/or the Project (including, without limitation, construction of new improvements in the Common Areas), and in connection with any Construction Work, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, or the Project, restrict access to portions of the Project, including

portions of the Common Areas, or perform work in the Building and/or the Project. Tenant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shall not be entitled to any damages from Landlord for loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting from the Construction Work 01' Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's actions in connection therewith.

30.19 No Partnership 01' Joint Venture. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venture, or any other relationship between Landlord and Tenant other than Landlord and tenant.

30.20 Right to Lease. Landlord reserves the absolute right to lease space in the Project and to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Project. Landlord does not represent and Tenant docs not rely upon any specific type or number of tenants occupying any space in the Building and/or the Project during the Term of this Lease. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity.

30.21 Confidentiality. Tenant agrees that (i) the terms and provisions of this Lease arc confidential and constitute proprietary information of Landlord and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Lease to any other person without first obtaining the prior written consent of Landlord.

30.22 OFAC. Tenant represents and warrants that neither Tenant nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named all OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Condone, or Support Terrorism), or other governmental action.

30.23 Counterparts; Facsimile Execution. This Lease may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document. Each of the parties hereto agree that the delivery of an executed copy or counterpart of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy or counterpart of this Lease had been delivered.

[DBL:dbllMagllire Properties - SOTC - YuNaturals Lease/I064.002] -27-

(

IN WITNESS WHEREOF, this Lease is hereby executed as of the Effective Date.

LANDLORD:

XXXXXXX PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company

By: XXXXXXX MACQUARIE OFFICE, LLC, a Delaware limited liability company,

its Sale Member

By: XXXXXXX MO MANAGER, LLC,

a Delaware limited liability company, its Non-Member Manager

By:

XXXXXXX PROPERTIES SERVICES, INC., a Maryland corporation,

its Sole Member

By:

XXXXXXX PROPERTIES, L.P .. a Maryland limited partnership,

its Sole Stockholder

_a_:M_yarylan_Gd corpo_,rati_"on, _~~

By: XXXXXXX PROPERTIES. INC ..

_A_{Print Name:}_{Shant Koumriqr}_8o

^EV^P^{& Chief Flnano}^la^{l Off\o}^®r

_T_itle_{: -}---_----_-

TENANT:

YONATURALS INCORPORATED, a California corporation


By: Print Name:
Title:
By:
Print Name:
Title:

[DBL:dbI/Xxxxxxx Properties - SDre - YoNaturals Lease1l064.002j -28-

EXIIIBIT A

DEPICTION OF THE PREMISES

_j'

_{-- [J)}

_(L_-

_0..1-;

^«^2:

[Dlsl.idbl/Xxxxxxx Properties - SDTC - YoNaturals Lease!l 064.002] _-1-

Exhibit "A"

_{NOTICE OF LEASE TERM DATES}

To: Yol-laturals, Inc.

0000 Xxxxxxxx Xxxx, Xxxxx 000

Xxx Xxxxx, XX 00000

Attn: Office Manager

Re: Office Lease dated April 30, 2010 (the "Lease") between Xxxxxxx Properties-San Diego Tech Center, LLC, a

Delaware limited liability company ("Landlord"), and Yol-Iaturals, Inc., a California corporation ("Tenant") concerning Suite

390 on Floor three (3) of the office building located at 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx.

Ladies and Gentlemen:

In accordance with the Lease, we wish to advise you and/or confirm as follows:

I. The Premises arc substantially completed. and the Term shall commence on or has commenced on May I.

20 I0 for a term of sixty-three «(3) months ending on July 31,2015.

2. Base Rent commenced (0 accrue on May I, 20 I 0, in the amount of $8.986.10 ($2.30Irsfi'mo) per month and as more particularly set forth in Item 4 of the Basic Lease Provisions of the Lease.

3. If the Commencement Xxxx is other than the first day of the month, the first billing will contain a pro rata adjustment. Eaeh xxxxxxx thereafter, with the exception of the final billing. shall be for the full amount 01' the monthly installment as provided tor in the Lease,

II. Your rent checks should be made payable to Xxxxxxx Properties- San Diego Tech Center. LLe.

5. The approximate number of rentable square feet within the Premises is 3,907 rentable square feet.

6. Tenant's Proportionate Share is 2.46% •. "Landlord":

Agreed to and Accepted as of ,20

"Tenant":

YoNaturals, Inc .. a California corporation

I1Y'~ .....

. --~---------------.-- ..------ -_ --

^It^s:--_ ......

---------

EXHIBITB

_{NOTICE OF LEASE TERM DATES}

To:

_{Re: Office Leas}_edated _,20_ _(the_"Lease") between X_xxxxxx Properties-_San Diego Tech Center_,LLC_,a

Delaware limited liability company ("Landlord"), and an ("Tenant") concerning Suite

of the office building located at [ , San Diego, California. Ladies and Gentlemen:

In accordance with the Lease, we wish to advise you and/or confirm as follows:

on floor


1.	The Premises arc substantially completed, and	the Term shall commence	011 or has commenced	on
	for a term of ( ) months ending on	_

2. Base Rent commenced to accrue on , in the amount of $ per month and as more particularly set forth in Item 4 of the Basic Lease Provisions of the Lease.

3. If the Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.

_4._{Your rent}_c_{hecks should be made p}_a_{yable to}_'--_'

5. The approximate number of rentable square feet within the Premises is rentable square feet.

6. Tenant's Proportionate Share is %. "Landlord":

XXXXXXX PROPERTIES-SAN DIEGO TECH CENTER, LLC,

a Delaware limited liability company

By: XXXXXXX MACQUARlE OFFICE, LLC, a Delaware limited liability company,

its Sole Member

By: XXXXXXX MO MANAGER, LLC,

a Delaware limited liability company, its Non-Member Manager

By: XXXXXXX PROPERTIES SERVICES, INC., a Maryland corporation,

its Sole Member

By: XXXXXXX PROPERTIES, L.P., a Maryland limited partnership,

its Sole Stockholder

By: XXXXXXX PROPERTIES, INC., a Maryland corporation,

its General Partner

By:

Print Name: _

[DBL:dbl/Xxxxxxx Properties - SDTC ~ YoNaturals Lcase/1064.002] _-1-_{Exhibit "B"}

^{(DBL:dbllMaguire Properties}^-SDTC - YoNaturals ^{Leasc/lOG4.0021}-2- ^{Exhibit "B"}

EXHIBIT C WORK LETTER

THIS WORK LETTER (this "Work Letter") is attached as Exhibit "c" to that certain Office Lease dated concurrently herewith (the "Lease") by and between XXXXXXX PROPERTIES-SAN DIEGO TECH CENTER, LLC, a Delaware limited liability company

("Landlord") and YONATURALS INCORPORATED, a California corporation ("Tenant"). This Work Letter sets forth the terms, covenants and conditions relating to the construction and installation of all initial improvements, fixtures and equipment to be permanently affixed to the Premises (the "Tenant Improvements"). All capitalized terms used herein not otherwise defined herein shall have the meanings attributed to such terms in the Lease.

SECTION 1

CONSTRUCTION DRAWINGS

1.1 Filial Space Plan. A copy of the final space plan (and pricing plan) for all Tenant Improvements in the Premises

("Final Space PIan") is attached hereto as Schedule "X-X ".

1.2 Landlord's Architect and Engineers; Construction Drawings. Landlord may engage a qualified interior architect ("Landlord's Architect") and/or engineering consultants (the "Engineers") to prepare working drawings and specifications for the Tenant Improvements (the "Working Drawings") for the Premises based upon the Final Space Plan. The Final Space Plan, together with the Working Drawings (if any) so prepared, are referred to herein as the "Construction Drawings".

1.3 Changes in the Construction Drawings. No Changes (defined below) may be made by Tenant without the prior written consent of Landlord (in accordance with Section 1.5, below); provided, however, that Landlord may withhold its consent in its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below) of the Tenant Improvements. Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant. "Changes" means, collectively, any changes, modifications or alterations in the Construction Drawings or in the Tenant Improvements for the Premises contemplated thereby.

1.4 Building Standards. Landlord has established (or may establish in the future) Building Standards for the components to be used in the construction of the Tenant Improvements in the Premises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option,

require the Tenant Improvements to comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the Building Standards from time to time.

1.5 Landlord's Review. Any approval or consent of Landlord hereunder with respect to any portion or component of the

Construction Drawings or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith from time to time. Landlord's review of any matters (including, without limitation, any requested Changes), as set forth in this Work Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters, for the benefit of Ten ant or any other party, and Landlord shall not be responsible for any omissions or errors contained in any such items.

SECTION 2

COST OF THE TENANT IMPROVEMENTS

2.1 Allocation of Costs; Allowance Amount.

2.1.1 Landlord shall bear all Tenant Improvement Costs (defined below); provided, however, that notwithstanding anything to the contrary in this Work Letter, Tenant shall bear all Tenant Improvement Costs and other costs associated with or incurred as a result of any Changes that are requested by Tenant. Notwithstanding any provision of this Work Letter to the contrary, Landlord shall have no obligation hereunder to make any payments or disbursements, or incur any obligation to make any payment or disbursement in connection with any Changes that arc requested by Tenant unless and until Tenant shall have fully complied with Section 2.2.1, below.

2.1.2 Provided that no default then exists and no Event of Default has occurred under this Lease, in addition to the Allowance Amount, Landlord shall provide Tenant with an allowance in an amount equal to $11,721.00 (the "Allowance Amount") payable by Landlord to Tenant on or before the six (6) month anniversary of the Commencement Date. The Allowance Amount may be utilized by Tenant in

any manner it determines in its sole discretion, and for the avoidance of doubt, rather than paying cash to Landlord as provided in Section 2.2, below,

Tenant may elect, by written notice to Landlord, to apply all or any portion of the Allowance Amount to payment of amounts that Tenant would

otherwise be required to make in accordance with Section 2.2. The right to receive the Allowance Amount is personal to the Original Tenant.

[DBL:dbl/Xxxxxxx Properties ~ SDTC - YoNaturals Work Letter/1064.002] ^{EXHIBIT C ~ Page 1}

2.2 Payment of Costs Related to Tenant Requested Changes.

2.2.1 Prior to commencement of performance of any Change requested by Tenant, and not later than three (3) business days following Landlord's written request therefor, Tenant shall pay in cash, the full amount of Landlord's reasonable estimate of the net increase in the Tenant Improvement Costs and any other costs, if any, expected by Landlord to result from such Change ("Estimated Change Related Costs"). Notwithstanding anything in this Work Letter or the Lease to the contrary, (i) Landlord shall have tbe right to discontinue its performance of the Tenant Improvements until such time as Tenant complies with the requirements of this Section 2.2.1, (ii) any delays in Substantial Completion relating in any manner to My failure by Tenant to comply with the requirements of this Section 2.2.1 (including, without limitation, as a result of any discontinuance of performance under clause (i), above) shall bc deemed a Tenant Delay (defined below), and (iii) Landlord shall not be liable to Tenant for My additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such discontinuance by Landlord under this Section 2.2.1.

2.2.2 Following final completion of the Tenant Improvements, Landlord shall reconcile the actual cost of all

Changes requested by Tenant (the "Actual Change Related Costs") with the total of all amounts paid by Tenant to Landlord pursuant to Section

2.2.1, above ("Change Related Deposits"). [1' the total Actual Change Related Costs exceeds the amount of the Change Related Deposits, Tenant shall pay to Landlord, in cash, the full amount of the excess within three (3) business days following Landlord's written request therefor. If the

Actual Change Related Costs arc less than the amount of the Change Related Deposits, then Landlord shall promptly return the amount of such excess Change Related Deposits to Tenant (or at Landlord's election, credit such amount against Tenant's obligation to pay Rent next coming due under the Lease).

2.3 Selection of the Contractor and Preparation of the Bid Estimates. Landlord shall submit the Approved Working

Drawings for the Premises to a general contractor (the "Contractor") selected by Landlord, Landlord shall have the right to require that the

Contractors and My subcontractors hired by Landlord be union labor.

2.4 Tenant Improvement Costs. "Tenant Improvement Costs" means only the following: (i) the fees of the Architect and the Engineers, (ii) Landlord's customary construction management fee in an amount equal to ten percent (10%) of the total Tenant Improvement Costs, (iii) fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any Changes in or to the base Building (or Building Systems) when such Changes are required by the Construction Drawings; (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by any Code; (vi) all costs of (or relating to) construction of the Tenant Improvements, including, without limitation, testing and inspection costs,

trash removal costs, parking fees, after-hours utilities usage, and contractors' fees Md general conditions; (vii) the cost of cable and other telecommunications lines installed as part of the Tenant Improvements (but specifically excluding any costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents at Tenant's sole cost and expense»; and (viii) plan Check, permit fees, license fees, Title 24 fees and use taxes.

SECTION 3

CONSTRUCTION

3.1 Permits. Landlord may cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, "Permits") (if any) necessary or required for the Contractor to commence, perform and fully complete the construction of the Tenant Improvements (and to permit Tenant to legally occupy the Premises). Neither Landlord nor My Landlord Party shall have ally obligation or liability to Tenant if any Permit (including, without limitation, any building permit, certificate of occupancy, or equivalent) is not timely or otherwise issued.

3.2 Landlord's Retention of the Contractor. Landlord shall independently retain the Contractor selected pursuant to Section 2.3 to construct the Tenant Improvements in accordance with the Approved Working Drawings pursuant to a construction contract form as Landlord shall reasonably determine. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or

^{components of) the Tenant Improvements such}^asfire/life safety, HV AC, structural and electrical work. Landlord re^serves the absolute right,

without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperformance (as determined in good faith by

Landlord) and in such caso Landlord may select another general contractor to complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor (or allY subcontractor thereof) for any reason.

3.3 As-Is.

3.3.1 Tenant shall, subject to the express provisions of the Lease (including this Work Letter), accept the Premises in its then existing condition on the delivery date, "AS-IS", "WITH ALL FAULTS", and except as expressly provided in the Lease (including in this Work Letter), Landlord shall have no duty or obligation to improve, or pay for My improvement for, the Premises or My portion thereof (or COITect any violation of any Laws applicable thereto); provided, however, that Landlord shall cause (i) the electrical and I-NAC Building Systems to be

[DBL:dbVMaguire Properties - SDTC - YoNaturals Work Letter/I 064.002) ^{EXHIBIT C - Page 2}

delivered in working condition to the Premises (on a "stubbed" basis) and (ii) the plumbing Building Systems to be delivered in working condition to the Building floor(s) upon which the Premises are located.

3.3.2 Notwithstanding any provision of the Lease or this Work Letter to the contrary, (i) the base building work and Building Systems shall, except as expressly provided otherwise in this Work Letter, be provided on an "AS-IS", "WITH ALL FAULTS" basis, and Tenant accepts the same in their existing condition as of the date hereof; provided, however, that Landlord shall cause the Building Systems serving the Premises to be in good working condition as of the Commencement Date.

SECTION 4

SUBSTANTIAL COMPLETION

4.1 Substantial Completion. For purposes of this Lease, "Substantial Completion" of the Premises sball occur upon (he substantial completion of construction of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signoff on the building permit card by an inspector of the applicable governmental authority (typically the city in which the Building is located) and as otherwise determined by Landlord's Architect, with the exception of any punch list items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor.

4.2 Assignmcnt of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against Landlord relating to, or arising out of the construction of, the Tenant Improvements.

4.3 Delays.

4.3.1 Tenant Delays. A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission of Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components, finishes or improvements whieh are not available within a commercially reasonable period, or which are different from, or not included in, the Building Standards; (e) changes to the Base Building and/or Building Systems required by the Final Spaee Plan, the Approved Working Drawings (or any Changes); (f) any failure to pay in cash in full any portion of any Estimated Change Related Costs in accordance with Section 2.2.1 within the time periods specified in Section 2.2.1; (g) any unreasonable interference by Tenant or any of Tenant's Agents with the performance of the Tenant Improvements; or (h) any other event specified in this Work Letter to be a Tenant Delay.

4.3.2 Force Majeure Delays. A "Force Majeure Delay" means any: (i) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto) other than any such disturbance caused by or related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or contractors (if claimed by Landlord), (ii) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (iii) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (iv) actual delay caused by governmental delay in the issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (if claimed by Tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (v) any delay due to any other similar cause beyond the reasonable control of the party from whom performance is required, and beyond the reasonable control of its contractors and representatives (including, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in the event that any party claims that it has suffered a Force Majeure Delay, such party shall, as a condition of the effectiveness of such Force Majeure Delay, within three (3) days of discovery of the source of such delay, notify the other party hereto in writing of the existence of such Force Majeure Delay, the nature of the steps being taken by such party to minimize such delay and the probable estimated duration of such Force Majeure Delay.

4.4 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord, Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and to achieve Substantial Completion as soon as possible, and, ill that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord, to discuss Landlord's progress in connection with the same.

SECTIONS

GENERAL PROVISIONS

5.1 Tenant's Entry into the Premises Prior to Substantial Completion. Provided that Tenant and Tenant's Agents do not interfere in any respect with Contractor's work (or performance of the Tenant Improvements) in the Building and the Premises, Landlord shall allow Tenant reasonable access to the Premises prior to the Substantial Completion for the purpose of Tenant installing over standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as permitted by the terms of this Section 5,), Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of

[DBL:dbllMaguire Properties - SDTC - YoNaturals Work Letter/L064.002J EXHIBIT C - Page 3

Tenant's entry and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless frOI11 and against any Claims, Damages and Costs resulting in any way from any such entry.

5.2 Representatives. Tenant has designated Xxxx Xxxxxx as its sole representative with respect to the matters set forth in this Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Work Letter. Landlord has designated Xxx Xxxx as its sole representative with respect to the matters set forth in this Work Letter who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Work Letter.

5.3 Tenant's Agents and Construction Matters. All consultants, subcontractors, laborers, materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises, Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the master labor agreements existing between trade unions and the Southern California Chapter of the Associated General Contractors of America. Subject to the provisions of this Work Letter, Tenant shall (a) timely pay in full all charges of each Tenant's Agents, (b) on demand from Landlord, eliminate of record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements set forth in Schedule "C-2" attached hereto, and (d) indemnify, defend, protect and hold Landlord harmless from any Claims, Damages and Costs asserted against or incurred by Landlord in connection with any act or omission of any Tenant's Agent or in connection with Tenant's non-payment of any amount arising out of the design or construction of the Tenant Improvements. Tenant shall comply in full (and shall cause each of its Tenant's Agents to comply in full) with such construction rules and regulations as Landlord shall adopt from time to time.

5.4 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are specified herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than five (5) business days.

5.5 Cleaning. Upon commencement of the Lease, immediately prior to Tenant's move into the Premises, the Premises shall be customarily cleaned by Landlord in conformance with Landlord's then effective janitorial specifications. The costs of the cleaning provided by Landlord pursuant to this Section 5.5 shall not be deducted from the Allowance Amount.

5.6 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default as described in Section 16.1 of the Lease, or a default by Tenant under this Work Letter, has occurred at any time on or before the Substantial Completion, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to withhold payment of all or any portion of the Tenant Improvement Costs and/or Landlord may cause Contractor to cease the construction of the Tenant Improvements in question (in which case, Tenant shall be responsible for any delay in or increase in the cost of the Substantial Completion of the Tenant Improvements caused by such work stoppage), and (ii) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is cured pursuant to the terms of the Lease.

[OBL:dbllMaguire Properties - SOTC - YoNaturals Work Letter/lOG4.002] EXHIBIT C - Page 4

SCHEDULE "C-2" INSURANCE REQUIREMENTS

1. General Coverages. All of Tenant's Agents shall carry worker's compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Article 11 of the Lease.

2. Special Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article 11 of the Lease immediately upon completion thereof. All of Tenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and workers' compensation as required by law, and in form and with companies as are required to be carried by Tenant as set forth in Article J 1 of the Lease.

3. General Terms. Certificates for all insurance carried pursuant to this Schedule C-2 shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately rep au' the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by

Landlord. All policies carried under this Schedule C-2 shall insure Landlord and Tenant, as their interests may appear, as well as

Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the inSUl'311Creequired hereunder. The requirements of the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant contained in this Work Letter.

[DBL:dbI/Xxxxxxx Properties - SDTC - YoNalurals Work Letter/1064.002) EXHIBIT C - Page 2

EXHIBITD

RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rules and the Rules of the Site (Contractor's Work)). Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project.

Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive anyone or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. In the case of any conflict between these Rules and Regulations and the Lease, the Lease shall control.

I. GENERAL RULES

I. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress.

2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent.

The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed 011 the windowsills. If Tenant desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent.

4. No sign, advertisement or notice shall be exhibited, painted or affixed by Tenant on any part of, or so as to be seen from the outside of, its Premises or the Project without Landlord's prior written consent. In the event of Tenant's violation of the foregoing, Landlord may remove the same without any liability and may charge the expense incurred in such removal to Tenant. All signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord at the expense of Tenant, and shall be of a size, color and style acceptable to Landlord.

The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name in addition to the name of Tenant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall be paid by Tenants). Any such listings or representations, once installed, shall be subject to relocation or removal upon Landlord's written request for any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's breach of the Lease, of which these Rules and Regulations are a part, shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its departure from its Premises.

6. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress.

Tenant shall not xxxx, paint, drill or bore into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface any part of its Premises or the Project, except with Landlord's prior written consent and as Landlord may direct.

All keys shall be obtained from Landlord. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanisms thereof. Tenant must, upon the termination of its tenancy, give to Landlord all keys pertaining to the Premises and the Project, and in the event of the loss of any keys so furnished, Tenant shall pay Landlord the cost of replacing same or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make such change.

9. No window or other air conditioning or heating units or other similar apparatus shall be installed or used by Tenant without

Landlord's prior written consent.

10.

The water and wash closets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed and no sweepings, rubbish, rags or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures by Tenant or its servants, employees, agents, visitors or licensees shall be borne by Tenant.

[DBL:dbllMaguire Properties - SDTC - YoNaturals Lease!l 064.002] _-₁_{- E}_xhibit_"_D_"

11.

All removals from, or carrying in or out of, the Project of any safes, freight, furniture, heavy or bulky matter of any description, must take place only prior to 7:00 A.M. and/or after 5:30 P.M. of days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon previous written notice to Landlord and under its supervision, and the persons employed by Tenant for such work must be acceptable to Landlord. Tenant shall be responsible for any damage to the Premises from any such activity. Landlord reserves the right to inspect all safes or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load for which the Project is designed, or such equipment or articles as may violate any of the provisions of the Lease of which these Rules and Regulations are a part. Tenant shall not use any machinery or other bulky articles in the Premises, even though its installation may have been permitted, which may cause any noise, or jar, or tremor to the floors or walks, or which by its weight might cause injury to the floor of the Project.

12.

Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct of Ten ant's business.

13. Tenant's Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the permitted use of such Premises. Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of its Premises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or as a xxxxxx or manicure shop, or as an employment bureau. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.

14. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those having business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way. Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors, windows or skylights or down the passageways.

15. No bicycles, vehicles or animals of any kind shall be brought into or kept in or about Tenant's Premises and no cooking shall be done or permitted by Tenant in its Premises, except that the preparation of coffee, tea, hot chocolate and similar items for Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate the Lease of which these Rules and Regulations arc part. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or emanate from its Premises.

16. There shall not be used in any space, or in the public halls of the building, any hand trucks except those equipped with rubber tires and side guards.

17. [Intentionally Omitted].

18. No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of said Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (but not as an agent or servant of Landlord) and Tenant shall be responsible for all acts of such persons.

19. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

20. Canvassing, soliciting and peddling in the Project are prohibited and Tenant shall cooperate to prevent same.

21. Landlord reserves the right to control access to the Project by all persons after reasonable hours of generally recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests after hours access and shall be liable to Landlord for all acts of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting from the admission of any unauthorized person to the Project.

22. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of the Rules and Regulations of the Project.

23. It is understood and agreed between Landlord and Tenant that no assent or consent to any waiver of any part hereof by Landlord in spirit or letter shall be deemed or taken as made except if same is done in writing and attached to or endorsed hereon by Landlord. Any such waiver shall not constitute a waiver of any other rule or regulation or any subsequent application thereof to Tenant.

[DBL:dbllMaguirc Properties - SDTC - YnNaturals Lease/1064.002] _-2-_Exh_ib_i_t_"D"

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24.

Landlord reserves the right at any time to change or rescind anyone of more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises and Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant herein or to any other

person for the nonobservance of the Rules and Regulations by any other tenant or other person. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

25.

Tenant shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by applicable governmental agencies as nonsmoking areas.

26. Tenant shall comply with all safety, fire protection and evacuation regulations established by Landlord or any applicable governmental agency.

27. Tenant assumes all risks from theft or vandalism and agrees to keep the Premises locked as may be required.

n. PARKING RULES.

The following parking rules and regulations ("Parking Rules") shall be in effect at the Project.

1. Parking areas shall be used only for parking vehicles ))0 larger than full size, passenger automobiles herein called "Permitted Size

Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles."

Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked ill areas other than those designated by Landlord for such activities.

3. Parking stickers, access cards or identification devices shall be the property of Landlord and be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundable deposits 011 such devices as reasonably established by Landlord from lime to time. Tenant will pay such replacement charge as is reasonably established by Landlord for the loss of such devices.

4. Landlord reserves the right to refuse the sale of monthly identification devices and/or parking access cards to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements.

5. Landlord reserves the right to relocate all or a part of the parking spaces on the Property from one location on the Property to another and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, so long as the same complies with applicable laws, ordinances and regulations.

6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.

Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be responsible or liable to Tenant, its visitors or employees for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

8. Parking validation, if established, will be permissible only by such method or methods as Landlord and/or its licensee may establish at rates generally applicable.

9. The Parking Facilities shall be used only for parking vehicles. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or common areas of the Project is prohibited. Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to the Parking Facilities.

10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements.

11. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby.

12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants or in stalls within designated visitor parking zones. Tenant shall comply with Landlord's Parking Rules in its use (and in the use of its visitors, patrons and employees) of the Parking Facilities.

[DBL:dbl/Xxxxxxx Properties - SDTC - YoNaturals Leasell 064.002] _-₃_-_Exhi_b_i_{t "}_D"

13. Tenant shall, upon request of Landlord from lime to time, furnish Landlord with a list of its employees' names and of Tenant's and its employees' vehicle license numbers. Tenant agrees to notify its employees and visitors with these Parking Rules as the same are modified from time to time, and assumes responsibility for compliance by its employees and visitors with these Parking Rules as the same are modified from time to time, and shall be liable to Landlord for all unpaid parking charges incurred by its employees. Tenant authorizes Landlord to tow away from the Building and/or Parking Facilities any vehicle belonging to Tenant or its employees or visitors parked in violation of these Parking Rules, and/or to attach violation stickers or notices to those vehicles.

14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or marked as "no parking" or on ramps, driveways and aisles. Only one (1) vehicle may be parked in a parking space. In no event shall Tenant interfere with the usc and enjoyment of the Parking Facilities by other tenants of the Building or their employees or invitees.

15. Should any parking spaces be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by operation of law, without the prior written consent of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises.

16. Landlord reserves the right to modify these rules and regulations and to adopt such other reasonable and non-discriminatory rules and regulations as it may from time to time deem necessary for the proper operation and safety of the parking area. Tenant agrees to abide by these and such other rules and regulations.

III. RULES OF THE SITE (CONTRACTOR'S WORK).

The following rules and regulations shall apply to any work performed at the Project by or under the direction of Tenant or any other Tenant Party. Before commencement of any such work, Tenant shall deliver to Landlord a copy of these Rules of the Site (Contractor's Work) executed by the contractor(s) performing such work.

I. The following Rules of the Site for Contractor's work ("Rules of the Site") shall govern the operation of Contractor and Contractor's subcontractors. The terms "Owner" and "Owner's Representative" are the same for purposes of this document (and where used, refer to the Landlord).

2. Within a reasonable time prior to the start of anyone-site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following:

A- A complete set of drawings approved by Owner and subsequently by the City of Irvine. B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request).

C- Certificate of Insurance ill a form approved by Owner executed by insurance companies acceptable to Owner. D- A fully executed Notification-Rules for Contractors (To Be Provided by Owner Upon Request).

E- A job schedule of the work to be accomplished, detailed by trade.

F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work.

G- The name and phone number (including emergency phone numbers) of personnel who are authorized to represent the

Contractor.

3. No revisions or changes of any kind may be made to the construction plans without prior written consent of the Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work.

4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment of other tenants, or the progress of Owner's work or operations. Any work that is in conflict will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such rescheduling.

[DBL:dbIlMaguire Properties - SDre - Yoblaturals Lease/l 064.002] _-4-_{Exhibit "D"}

5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of strikes, work stoppages or similar causes of delay. Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such delays.

6. Materials and tool storage will be limited to the areas for which access has been granted.

7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must remove daily all rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate any materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis during construction.

Important note: The placement and location of rubbish dumpsters and bins must be approved in advance by Owner.

In general, Owner will interface with Contractor to the extent necessary for work to be completed within thc guidelines of project specifications and for the enforcement of building rules and regulations.

9. Contractor will make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city noise ordinance. (No such activity will be allowed between the hours of 10:00 p.m. to 7:00 a.m.) At no time will the Contractor be given exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor may be afforded access to loading dock space and hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner.

10.

Contractor will be afforded unloading areas as prearranged with Owner. All materials unloaded at these areas will be moved to an area of use immediately and shall not be stored or used in a way which adversely impacts use of the Building.

11. Contractor (and Tenant) will be responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to the Project, Building and/or tenant areas, including, but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will be promptly repaired to the Owner's satisfaction at sale cost of Contractor.

12.

Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Contractor, including all safety and health regulations. The Contractor shall supply the Owner with a Master List of all Hazardous Materials and their Material Safety Data Sheets (MSDS) upon delivery to the job site. A discussion will then ensue pertaining to the safe storage, handling and use of these materials, as well as the Contractor's emergency preparedness plan for handling the containment and clean-up of potential Hazardous Material spills.

13. Contractor will not engage in any labor practice that may delay or otherwise impact the work of Owner or any other contractor.

14.

No base building systems will be turned off or disengaged by Contractor or any subcontractor without prior written approval and supervision by a representative of Owner. Said systems include but are not limited to sprinklers, electrical circuits, air-handling units, smoke heads and water supply. Building electrical power shut-downs are allowed on Saturdays between 10:00 p.m. and

5:00 a.m. only. A request for approval shall be made to the Building Manager at least ten (10) days in advance.

15. Doors to all work areas, including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is expressly prohibited.

16.

All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through the service elevator only. Owner may at any time initiate a check in/check out system, or a badge system, for all people and material in the Building and the Contractor will agree to cooperate with any such system.

17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions for accessibility with building conditions, and shall be responsible for same.

18. Contractor shall not permitted any identifying signage or advertising within the Project or Building.

19. During construction, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contractor's work as necessary to enable all work to proceed in a timely and well-ordered fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contractor shall reimburse Owner for the expense of such personnel.

_20._Contra_ctors_ha_{ll b}e _respo_{nsible f}o_rt_he _pro_tect_ionof _its _wor_{k an}d t_he a_rea _adjace_{nt to hi}s _wo_rk.

[DBL:dbllMaguire Properties - SDTC - YoNaturalsLease/1064.002] _-5_-_Exhi_b_it_"D_"

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21. Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc. accessed by Contractor or subcontractors in conjunction with Contractor's work, will be cleaned and free of debris nightly.

22. Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times.

23. Contractor shall be responsible for all his actions on site as well as those of its subcontractors and shall indemnify, defend and hold harmless the Owner and the other Owner Parties from ad against any and all claims, losses, or damages, threatened or incurred, arising from the actions or omissions of Contractor or its subcontractors.

24. If keys are required by contractors, they must be checked out from the Property Management Office. No key will be distributed if proper identification is not provided.

25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without prior written consent of Owner. Request for permission to do cutting shall include explicit details and description of work and shall not under any circumstances diminish the structural integrity of the Building components or systems. The work is to be done only with the explicit written permission of the Building Manager and on an "Off-Hours" basis. Such work is to be done only under the direct supervision of a competent member of the Contractor staff. Ally such area is to be promptly repaired and returned to a fully functioning, complete, and clean condition.

26.

All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request). It is the responsibility of the Contractor to be fully knowledgeable of the Base Building Drawings and Specifications.

27.

All Life Safety Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management Office must be notified at least 24 hours in advance. Costs for false fire alarms due to contractors'

or subcontractors' negligence will be billed to and paid by the Contractor. All life-safety systems testing must be performed on an "off-hours" basis and coordinated with the Building Manager.

28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which

may include, but are not necessarily limited to the following:

A overtime elevator usage which requires the assistance of an elevator technician

B utility usage for construction activities beyond standard power and water readily available in the Building

extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide the usual protection of existing improvements, and exercise care and good sense

D extended use of the loading dock

29. In addition to cleaning requirements described above, Contractor shall, in preparation for substantial completion or occupancy of the project by Tenant, perform final cleaning operation of Contractor's Work.

30.

When Contractor takes over an area from the Owner, before commencing work Contractor shall ascertain that the area is in a safe and sanitary condition, and maintain the area as necessary (at its sole cost and expense) in a safe and sanitary condition and to a standard meeting all applicable laws and regulations.

31. Owner requires job progress meetings, The Contractor will attend with a representative authorized to speak and act on the

Contractor's behalf. Additionally, the Contractor shall notify the Owner of scheduled job progress meetings.

32. All work or on-site activity during non-normal working hours will be coordinated in advance with Owner.

33. At no time will Contractor perform activities on the Project without the proper insurance in force.

34. No radios or other audio devices are allowed.

35.

Failure to perform work in a manner consistent with the above stated Rules of the Site may result in immediate work stoppage by Owner. Owner shall have no liability for any costs or expenses incurred by Contractor or any subcontractors (or Tenant) in connection with or as a result of such work stoppage.

[DBL:dbllMaguire Properties - SDTe - YoNaturals Lease/1064.002] _-_6-_E_xhi_b_{it "D"}

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36. The Rules of the Site may be amended or revised at any time to fit the situation at the time. The amended or revised Rules of the

Site shall become effective upon delivery to Contractor or publication by posting at the project site, whichever is earlier.

37.

General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense.

Acknowledged and Agreed

By: Date:

[DI3L:dbllMaguire Properties - SDTC - YoNaturals Lease/1064.002j _-_7-_Ex_{hibit "}_D_"

EXHIBIT "E"

FORM OF TENANT ESTOPPEL CERTIFICATE

The undersigned as Tenant under that certain Office Lease dated ,20_ (the "Lease") between Xxxxxxx Properties-San Diego Tech Center, LLC, a Delaware limited liability company, as Landlord, and the undersigned, as tenant, for Premises on the floor of the Office Building located at [9605 or 9645] Scranton Road, San Diego, California certifies as follows:

1. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and the Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no amendments, modifications or supplements to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or

supplement):

--------------------------------------

2. The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies the

Premises, and the Commencement Date of the Lease occurred on , 20_.

3. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license Of

concession agreements with respect thereto except as follows: . _

4. Base Rent became payable on .

_5._{In accordance with the Lease,}Rent _{commenced to accrue on}

_.J_{20_.}

_6._{The Term of the Lease expires on _}

7. The Lease provides for an option to extend the term ofthe Lease for

years. The rental rate for such

extension term is as follows: . Except as expressly provided in the Lease, and other documents attached hereto, Tenant docs not have any right or option to renew or extend the term of the Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property.

8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. All space and improvements leased by Tenant have been completed and furnished in accordance with the provisions of the Lease, and Tenant has accepted and taken possession ofthe Premises.

9. There are no offsets or credits against rentals payable under the Lease and no free periods or rental concessions have been granted to Tenant, except as follows: _

10. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional

Rent have been paid when due through . The current monthly installment of Base Rent is $ _

11. The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective

mortgagee, or a prospective purchaser, 811d acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon the statements contained herein in making the 10811 or acquiring the property of which the Premises are a part, and in accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making of the loan or acquisition of such property.

12. Each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

Executed at _ _{on the day of}

,20_.

Endnotes

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OFFICE LEASE

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