ingn-ex101_13.htm

1.1 Parties. This Lease ("Lease"), dated for reference purposes only June 19, 2019, is made by and between Raf Pacifica Group - Real Estate Fund IV, LLC, a California limited liability company; APG Hollywood Center, LLC, a California limited liability company; and APG Airport Freeway Center, LLC, a California limited liability company (collectively, "Lessor") and INOGEN, INC., a Delaware corporation ("Lessee"), (collectively the "Parties," or individually a "Party").

1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): 301 Coromar Drive, Goleta, CA ("Premises"). The Premises are located in the County of Santa Barbara, and are generally described as (describe brieﬂy the nature of the property and, if applicable, the "Project," if the property is located within a Project): a two-story office/industrial building (to be constructed) consisting of approximately 49,821 rentable square feet on an approximately 3.12 acre lot known as Lot 9. The Project consists of a business park with an area of approximately 20 acres known as the Cabrillo Business Park. (See also Paragraph 2)

1.3 Term: Ten (10) years and two (2) months ("Original Term") commencing November 1, 2020 ("Commencement Date") and ending December 31, 2030 ("Expiration Date"). (See also Paragraph 3 and 55)

1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing

upon substantial completion of Base Building and Tenant Improvements ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3 and Work Letter Section 4.1)

1.5 Base Rent: $94,659.90 per month ("Base Rent"), payable on the first day of each month commencing on the Commencement Date. (See also Paragraph 4)

☒ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 51.

1.6 Base Rent and Other Monies Paid within five (5) business days after full Execution (except as set forth below):

(a) Base Rent: $94,659.90 for the period First full calendar month of the term, payable thirty (30) days before the Commencement Date.

(d) Other: $24,870.00 for Operating Expenses for the first full calendar month of the Term, payable thirty (30) days before the Commencement Date.

1.7 Agreed Use: General office space, research and development, light manufacturing and assembly, and warehousing. (See also Paragraph 6)

1.8 Insuring Party. Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8)

(a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, conﬁrms

and consents to the following agency relationships in this Lease with the following real estate brokers (“Broker(s)”) and/or their agents (“Agent(s)”):

☒ the Lessor’s Agent (salesperson or broker associate); or ☐ both the Lessee’s Agent and the Lessor’s Agent (dual agent).

☒ the Lessee’s Agent (salesperson or broker associate); or ☐ both the Lessee’s Agent and the Lessor’s Agent (dual agent).

1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A ("Guarantor"). (See also

1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:

☒ other (specify): Site plan depicting the Premises and the Project (Exhibit A); Plans for Base Building Improvements (Exhibit A-1); Declaration of CC&R's (Exhibit C); Site plan with Additional Parking on Lot 14 (Exhibit D); Rent Adjustment (Paragraph 51); Option(s) to Extend (Paragraph 52).

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and

upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be diﬀerent. NOTE: Lessee is advised to verify the actual size prior to executing this Lease. (See also Paragraphs 56 and 57.)

2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever ﬁrst occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in eﬀect within thirty days following the Start Date, warrants that the existing electrical, plumbing, ﬁre sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of any buildings on the Premises (the "Building") shall be free of

material defects, and that the Premises do not contain hazardous levels of any mold or fungi deﬁned as toxic under applicable state or federal law. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with speciﬁcity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 12 months as to the HVAC systems, and (ii) 12 months as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense. Lessor also warrants, that unless otherwise speciﬁed in writing, Lessor is unaware of (i) any recorded Notices of Default aﬀecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding aﬀecting the Premises.

2.3 Compliance. Lessor warrants that the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances including without limitation the Americans with Disabilities Act ("Applicable Requirements") that were in eﬀect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modiﬁcations which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's specific and unique use (see Paragraph 49), or to any Alterations or Utility Installations (as deﬁned in Paragraph 7.3(a)) made or to be made by Lessee. For purposes of this Lease all references to Lessee's "specific and unique" use shall mean Lessee's operation as a business that manufactures and sells portable medical equipment (as compared with general office, research and development and other industrial uses). NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee or the appropriate governmental agency setting forth with speciﬁcity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee or the appropriate governmental agency does not give Lessor written notice of a non-compliance with this warranty within 12 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modiﬁcation of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the speciﬁc and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notiﬁes Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the diﬀerence between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall, as soon as reasonably practical, cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b) If such Capital Expenditure is not the result of the speciﬁc and unique use of the Premises by Lessee (such as,

governmentally mandated seismic modiﬁcations), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease and the cost of such Capital Expenditure exceeds 6 months' Base Rent then payable by Lessee, Lessor shall have the option to terminate this Lease upon 6 months prior written notice to Lessee unless Lessee notiﬁes Lessor, in writing, within 10 days after receipt of Lessor's termination notice that either (i) Lessee will pay for such Capital Expenditure, or (ii) Lessee elects to exercise an option to extend the term of this Lease pursuant to Paragraph 52. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to ﬁnance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not suﬃcient to fully reimburse Lessee on an oﬀset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result or actual or proposed change in use, change in intensity of use, or modiﬁcation to the Premises then, and in that event, Lessee shall either: (i) cease such changed use or intensity of use as soon as reasonably practical, but in no event later than the last day that Lessee could legally utilize the Premises without commencing the Capital Expenditures, and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to any matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the ﬁnancial capability and/or suitability of all proposed tenants.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as speciﬁed in Paragraph 1.3.

3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent, Operating Expenses, Real Property Taxes and insurance premiums shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to maintain the Premises) shall be in eﬀect during such period. Any such Early Possession shall not aﬀect the Expiration Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable eﬀorts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said eﬀorts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, except as set forth in Paragraph 55, nor shall such failure aﬀect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee (See also Paragraph 55.)

3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisﬁed.

4.1 Rent Deﬁned. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit)

are deemed to be rent ("Rent"). All rent shall be payable to RAF Pacifica Group - Real Estate Fund IV, LLC.

4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without oﬀset or deduction (except as speciﬁcally permitted in this Lease), on or before the day on which it is due. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Lessee may pay Rent by way of ACH transfer or wire transfer to an account designated by Lessor. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge. Payments will be applied ﬁrst to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs.

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

5.Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suﬀer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor suﬃcient to restore said Security Deposit to the full amount required by this Lease. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suﬀer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the ﬁnancial condition of Lessee is, in Lessor's reasonable judgment, signiﬁcantly reduced (as compared against Lessee's financial condition within 6 months prior to the change in control), Lessee shall deposit such additional monies with Lessor as shall be suﬃcient to cause the Security Deposit to be at a commercially reasonable level based on such change in ﬁnancial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. (See also Paragraph 68.)

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

(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product,

substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be ﬁled with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary oﬃce supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modiﬁcations (such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall promptly give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, its agents, employees or invitees.

(d) Lessee Indemniﬁcation. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, its agents, employees or invitees (provided, however, that Lessee shall have no liability under this Lease with respect to underground

migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the eﬀects of any contamination or injury to person, property or the environment created or suﬀered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless speciﬁcally so agreed by Lessor in writing at the time of such agreement.

(e) Lessor Indemniﬁcation. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation

measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as deﬁned in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this

Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and eﬀect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and eﬀect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater and Lessor's insurance does not provide complete coverage of the Hazardous Substance Condition, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and eﬀect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date speciﬁed in Lessor's notice of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable ﬁre insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in eﬀect or become eﬀective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements speciﬁed by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. In addition, Lessee shall provide Lessor with copies of its business license, certiﬁcate of occupancy and/or any similar document within 10 days of the receipt of a written request therefor. A copy of the Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park that affect the Premises and the Project are attached as Exhibit C hereto.

6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as deﬁned in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting and/or testing the condition of the Premises and/or for verifying compliance by Lessee with this Lease. 24 hours shall be considered reasonable notice for purposes of this Paragraph 6.4. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diﬃcult to ascertain. Accordingly, should the Lessee fail to allow such inspections and/or testing in a timely fashion the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater until Lessee allows such inspections and/or testing. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with

Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's

sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, ﬁre protection system, ﬁxtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, ﬂoors (including floor coverings), windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, speciﬁcally including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a

ﬁrst-class condition (including, e.g. graﬃti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building.

(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in

customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment

and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) ﬁre extinguishing systems, including ﬁre alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, and (vi) clariﬁers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.

(c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

(d) Replacement. Subject to Lessee's indemniﬁcation of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction)

and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and

maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises. (See also Paragraph 59.)

(a) Deﬁnitions. The term "Utility Installations" refers to all ﬂoor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and ﬁre protection systems, communication cabling, lighting ﬁxtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modiﬁcation of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are deﬁned as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not aﬀect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for additional modiﬁcations and/or improvements to the Premises resulting from Applicable Requirements, such as compliance with Title 24, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and speciﬁcations prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and suﬃcient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and speciﬁcations. For work which costs an amount in excess of three month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.

(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs.

(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and

Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any speciﬁed part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

(b) Removal. Except to the extent that Lessor notifies Lessee at the time of its consent to any Alterations or Utility Installations as provided in Paragraph 7.3(b) or this Paragraph 7.4(b) below, by delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. Notwithstanding the foregoing, Lessee shall have no obligation to remove the Lessee Improvements installed pursuant to the Work Letter attached to this Lease.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, its agents, employees or invitees (except Hazardous Substances which were deposited via underground

migration from areas outside of the Premises) to the level speciﬁed in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8.1 Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an invoice. (See also Paragraph 60.)

(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor and Lessor's property manager as an additional insured against claims for bodily injury, personal injury, owned/non-owned/hired auto liability and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor and Lessor's property manager as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers and Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in

lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

(a) Building and Improvements. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor,with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of ﬂood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inﬂation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss.

(b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reﬂect the projected Rent otherwise payable by Lessee, for the next

12 month period. Lessee shall be liable for any deductible amount in the event of such loss.

(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises.

8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade

Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.

(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

(c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certiﬁcate of insurance or copy of the policy required by paragraph 8.5.

(d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance speciﬁed herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General

Policyholders Rating" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may

be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certiﬁed copies of policies of such insurance or certiﬁcates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modiﬁcation except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor, following notice to Lessee and Lessee's failure to deliver such evidence to Lessor within ten (10) days thereafter, may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without aﬀecting any other rights or remedies, Lessee and Lessor each hereby release and relieve

the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The eﬀect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor's negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or

in connection with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or invitees. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have ﬁrst paid any such claim in order to be defended or indemniﬁed.

8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its

agents, but without limiting Lessor's liability for any of its covenants, obligations or warranties expressly set forth in this Lease (nor any of Lessee's releases and waivers set forth in Paragraph 8.6) neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from ﬁre, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, ﬁre sprinklers, wires, appliances, plumbing, HVAC or lighting ﬁxtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or proﬁt therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to ﬁle a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required

herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will

be extremely diﬃcult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certiﬁcates evidencing the existence of the required insurance, which failure is not cured within 10 days following written notice thereof from Lessor, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance speciﬁed in this Lease.

(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee

Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from receipt of insurance proceeds. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations

and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from receipt of insurance proceeds. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), and for which insurance proceeds are received (provided that the foregoing limitation shall not apply unless Lessor has maintained the required insurance coverage), less any deductible amounts or coverage limits involved.

(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a

contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense (if Lessor receives insurance proceeds, provided that the foregoing limitation shall not apply unless Lessor has maintained the required insurance coverage), repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and eﬀect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not suﬃcient to eﬀect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee's responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and eﬀect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and eﬀect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to ﬂood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

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

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, either Lessor or Lessee may terminate this Lease eﬀective 60 days following the date of occurrence of such damage by giving a written termination notice to the other party within 30 days after the date of

occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and eﬀect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date speciﬁed in the termination notice and Lessee's option shall be extinguished.

(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition

for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date speciﬁed in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and eﬀect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever ﬁrst occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor

9.8 Waive Statutes. Lessor and Lessee agree that the terms of the Lease shall govern the effect of any damage to or destruction of the Premises with respect to termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith, including, but not limited to, Section 1932(2) and 1933(4) of the California Civil Code (as may be amended or supplements from time to time).

10.1 Deﬁnition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general,

special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insuﬃcient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. (See also Paragraph 60.)

10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available.

10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property.

11.Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.

Within ﬁfteen days of Lessor’s written request, Lessee agrees to deliver to Lessor such information, documents and/or authorization as Lessor needs in order for Lessor to comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings, and/or the reporting thereof.

(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent.

(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 50% or more of the voting control of Lessee shall constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition,

ﬁnancing, transfer, leveraged buy-out or otherwise, but excluding a sublease), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee below the amount that is sufficient in Lessor's commercially reasonable determination to meet Lessee's obligations under this Lease, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.

(d) An assignment or subletting without Lessor's consent as required herein shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(d), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in eﬀect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in eﬀect, and (ii) all ﬁxed and non-ﬁxed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.

(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a

third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

(a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be eﬀective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. For clarity, a sublessee's liability shall be limited to liability for that portion of the Premises that is the subject of the sublease for the term of such sublease.

(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.

(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without ﬁrst exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the ﬁnancial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modiﬁcation of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)

(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has speciﬁcally consented to in writing.

(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is speciﬁcally consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, speciﬁed in such notice. The sublessee shall have a right of reimbursement and oﬀset from and against Lessee for any such Defaults cured by the sublessee.

13.1 Default; Breach. A "Default" is deﬁned as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is deﬁned as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulﬁll any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.

(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee.

(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certiﬁcate or ﬁnancial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the beneﬁt

of creditors; (ii) becoming a "debtor" as deﬁned in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition ﬁled against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or eﬀect, and not aﬀect the validity of the remaining provisions.

(g) The discovery that any ﬁnancial statement of Lessee or of any Guarantor given to Lessor was materially false.

(h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy ﬁling, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined ﬁnancial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its aﬃrmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Eﬀorts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, eﬀorts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions," shall be deemed to be amortized into the Base Rent payable by Lessee over the Original Term of this Lease conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee that results in a termination of the Lease, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or eﬀect, and the unamortized amount of any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor as additional Rent. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless speciﬁcally so stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely diﬃcult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is

payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance.

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

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to

perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and oﬀset from Rent the actual and reasonable cost to perform such cure, provided, however, that such oﬀset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such oﬀset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

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

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

(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certiﬁcate" form published BY AIR CRE, plus such additional information, conﬁrmation and/or statements as may be reasonably requested by the Requesting Party.

(b) If the Responding Party shall fail to execute or deliver the Estoppel Certiﬁcate within such 10 day period, the Requesting Party may execute an Estoppel Certiﬁcate stating that: (i) the Lease is in full force and eﬀect without modiﬁcation except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certiﬁcate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certiﬁcate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certiﬁcate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diﬃcult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certiﬁcate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater until Lessee delivers an executed Estoppel Certificate to Lessor. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certiﬁcate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certiﬁcate nor prevent the exercise of any of the other rights and remedies granted hereunder.

(c) If Lessor desires to ﬁnance, reﬁnance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10

days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such ﬁnancial statements as

may be reasonably required by such lender or purchaser, including but not limited to Lessee's ﬁnancial statements for the past 3 years. All such ﬁnancial statements shall be received by Lessor and such lender or purchaser in conﬁdence and shall be used only for the purposes herein set forth.

17.Deﬁnition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove deﬁned.

18.Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way

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

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

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

22.No Prior or Other Agreements. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be eﬀective.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be

delivered in person (by hand or by courier) or may be sent by regular, certiﬁed or registered mail or U.S. Postal Service Express Mail,

with postage prepaid, or by facsimile transmission, or by email, and shall be deemed suﬃciently given if served in a manner speciﬁed in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a diﬀerent address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certiﬁed mail, return receipt requested, shall be deemed given on the

date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be

deemed delivered upon actual receipt. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the

23.3 Options. Notwithstanding the foregoing, in order to exercise any Options (see paragraph 39), the Notice must be sent by Certiﬁed Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the date the notice was received by the Lessor.

(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.

(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or eﬀect whatsoever unless speciﬁcally agreed to in writing by Lessor at or before the time of deposit of such payment.

(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATE THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE

(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

(i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following aﬃrmative obligations: To the Lessor: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially aﬀecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any conﬁdential information obtained from the other Party which does not involve the aﬃrmative duties set forth above.

(ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following aﬃrmative obligations. To the Lessee: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially aﬀecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any conﬁdential information obtained from the other Party which does not involve the aﬃrmative duties set forth above.

(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following aﬃrmative obligations to both the Lessor and the Lessee: (a) A ﬁduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not, without the express permission of the respective Party, disclose to the other Party conﬁdential information, including, but not limited to, facts relating to either Lessee’s or Lessor’s ﬁnancial position, motivations, bargaining position, or other personal information that may impact rent, including Lessor’s willingness to accept a rent less than the listing rent or Lessee’s willingness to pay rent greater than the rent oﬀered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualiﬁed to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change.

26.No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 125% of the Base Rent applicable immediately preceding the expiration or termination for the first full or partial month of such holding over, and increased to 150% of the Base Rent applicable immediately preceding the expiration or termination for any period of holding over in excess of 30 days.

Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

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

28.Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

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

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease,

mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modiﬁcations, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be

liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject

to any oﬀsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's

rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's

subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance

Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable eﬀorts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be eﬀective without the execution of any further

documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, ﬁnancing or reﬁnancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

months of the term hereof. Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements.

39.1 Deﬁnition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or

reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of ﬁrst refusal or ﬁrst oﬀer to lease

either the Premises or other property of Lessor; (c) the right to purchase, the right of ﬁrst oﬀer to purchase or the right of ﬁrst refusal to purchase the Premises or other property of Lessor.

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee or Lessee Affiliate and only while the original Lessee and/or Lessee Affiliate is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option

(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of

Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's

(c) An Option shall terminate and be of no further force or eﬀect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

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

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

42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to eﬀectuate any such easement rights, dedication, map or restrictions.

43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment.

(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.

(b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

45. Conﬂict. Any conﬂict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

46. Oﬀer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an

oﬀer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

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

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

49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ☐ is ☒ is not attached to this Lease.

☒ have not undergone an inspection by a Certiﬁed Access Specialist (CASp). Note: A Certiﬁed Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

☐ have undergone an inspection by a Certiﬁed Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report conﬁdential.

☐ have undergone an inspection by a Certiﬁed Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report conﬁdential except as necessary to complete repairs and corrections of violations of construction related accessibility standards.

In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection certiﬁcate to Lessee within 7 days of the execution of this Lease.

(b) Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's speciﬁc use of the Premises, except as set forth at Paragraph 2.3 of this Lease, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's specific and single use of the Premises requires modiﬁcations or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modiﬁcations and/or additions at Lessee's expense.

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

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

2.RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION

SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE

PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

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

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

liability company; APG HOLLYWOOD CENTER, LLC, a California limited liability company; and APG AIRPORT FREEWAY CENTER, LLC, a California limited liability company

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

a. On (Fill in COLA Dates): Months 15, 27, 39, 51, 63, 75, 87, 99, and 111 of the Original Term the Base Rent shall be adjusted by the change, if any, from the Base Month speciﬁed below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): ☐ CPI W (Urban Wage Earners and Clerical Workers) or ☒ CPI U (All Urban Consumers), for (Fill in Urban Area): Los Angeles - Long Beach - Anaheim, CA, All Items (1982-1984 = 100), herein referred to as "CPI".

b.The monthly Base Rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the

Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) speciﬁed in paragraph A.I.a. above during which the adjustment is to take eﬀect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): the ☒ ﬁrst month of the term of this Lease as set forth in paragraph 1.3 ("Base Month") or ☐ (Fill in Other "Base Month"): . The sum so calculated shall constitute the new monthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the Base Rent adjustment nor increase more than three and one-half percent (3.5%) on an annual, cumulative basis over the Base Month.

c.In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.

liability company; APG HOLLYWOOD CENTER, LLC, a California limited liability company; and APG AIRPORT FREEWAY CENTER, LLC, a California limited liability company

Lessor hereby grants to Lessee the option to extend the term of this Lease for two (2) additional sixty (60) month period(s) commencing when the prior term expires (the first 60-month period shall be referred to herein as "Option 1"

and the second 60-month period shall be referred to herein as "Option 2") upon each and all of the following terms and

(i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least 12 but not more than 18 months prior to the date that the option period would commence, time being of the essence, or such earlier period of time as is necessary for Lessee to exercise its rights under Paragraph

2.3(b). If proper notiﬁcation of the exercise of an option is not given and/or received, such option shall automatically expire.

(ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are

(iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where speciﬁcally modiﬁed by this option shall apply.

(iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee or Lessee Affiliate and only while the original Lessee and/or Lessee Affiliate is in full possession of the Premises and without the intention of thereafter assigning or subletting.

(v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately)

a.On (Fill in COLA Dates): Months 183, 195, 207, 219 and 231 of the term the Base Rent shall be adjusted by the change, if any, from the Base Month speciﬁed below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one):☐ CPI W (Urban Wage Earners and Clerical Workers) or ☒ CPI U (All Urban Consumers), for (Fill in Urban Area): Los Angeles - Long Beach - Anaheim, CA. All Items (1982-1984 = 100), herein referred to as "CPI".

b.The monthly Base Rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent for month 123 of the term (as determined pursuant to paragraph A.II.a. of this Addendum), shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) speciﬁed in paragraph A.I.a. above during which the adjustment is to take eﬀect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): the ﬁrst month of the term of this Lease as set forth in paragraph 1.3 ("Base Month") or (Fill in Other "Base Month"): Month 123 of the term (i.e., month 121 of the term). The sum so calculated shall constitute the new monthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment nor increase more than three and one-half percent (3.5%) on an annual, cumulative basis over the Base Month.

a.On (Fill in MRV Adjustment Date(s)) Month 123 of the term the Base Rent shall be adjusted to the "Market

1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree

upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:

(a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV

within the next 30 days. Any associated costs will be split equally between the Parties, or

(b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such

determination, in writing, to arbitration in accordance with the following provisions:

(i) Within 15 days thereafter, Lessor and Lessee shall each select an independent third party ☐ appraiser or ☒ broker ("Consultant" - check one) of their choice to act as an arbitrator (Note: the parties may not select either of the Brokers that was involved in negotiating the Lease). The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.

(ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties.

(iii) If either of the Parties fails to appoint an arbitrator within the speciﬁed 15 days, the arbitrator timely

appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties.

(iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the one that is NOT the closest to the actual MRV.

2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparable market transactions for non-renewing lessees for comparable buildings in the Santa Barbara area which shall include, but not limited to, rent, rental adjustments, abated rent, tenant inducements, lease term and ﬁnancial condition of tenants.

3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for the month immediately preceding the rent adjustment.

1) the new MRV will become the new "Base Rent" for the purpose of calculating any further Adjustments, and

2) the ﬁrst month of each Market Rental Value term shall become the new "Base Month" for the purpose of calculating

3) On months 135, 147, 159 and 171, the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for CPI U (All Urban Consumers), for: Los Angeles - Long Beach - Anaheim, CA. All Items (1982-1984=100), hereinafter referred to as "CPI". The monthly Base Rent payable in accordance with this paragraph A.II.b.3 shall be calculated as follows: the Base Rent for month 123 of the term (as determined pursuant to paragraph A.II.a. of this Addendum) shall be multiplied by a fraction, the numerator of which shall be the CPI of the calendar month 2 months prior to the months specified in this paragraph A.II.b.3 above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to month 123 of the term (i.e., month 121 of the term) ("Base Month"). The sum so calculated shall constitute the new monthly Base Rent hereunder, but in no event, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment nor increase more than three and one-half percent (3.5%) on an annual, cumulative basis over the Base Month.

This Addendum amends the provisions of the above-referenced lease including any attached exhibits or addenda thereto (collectively, the “Lease”), it being the intent and agreement that the provisions of the Lease are hereby affirmed by the parties, but, to the extent that the provisions of this Addendum conflict with or differ from the terms of the Lease, the provisions of this Addendum shall control. Capitalized terms not defined herein shall have the definitions that are given to such terms in the Lease.

54.Base Building and Lessee Improvements. The Lessor shall construct the Building and site improvements in substantial conformity with the plans prepared by JDO + Associates, job number 2018.13/2019.05 for which the site plan and exterior elevations are attached as Exhibit A-1 to this Lease (the “Base Building Improvements”), at Lessor’s sole cost and expense. Lessor shall construct the Base Building Improvements in a good and workmanlike manner and in substantial compliance with all covenants, conditions and restrictions to which the Project is subject and in compliance with all Applicable Requirements.

The Lessor shall also construct the “Lessee Improvements” pursuant to the Work Letter attached as Exhibit B to the Lease, but specifically excluding any window treatments, data and network cabling and any security alarm system. Other than the work described herein, Lessor shall not be responsible to construct any improvements and shall deliver the Premises in its “AS IS” condition, subject to the warranties set forth in Paragraph 2 of the Lease. The cost of constructing the Lessee Improvements (but not the Base Building Improvements) shall be considered an Inducement Provision, subject to the provisions of Paragraph 13.3 of this Lease.

To the extent that Lessee is liable for performing or arranging for the repair or replacement of any portion of the Premises or Building pursuant to Paragraph 2.3 or Paragraph 7.1 of this Lease following the expiration of the Lessor’s warranties set forth in Paragraph 2 of this Lease, Lessor shall assign the Contractor’s Warranty (as defined in the Work Letter) and all manufacturers’ and/or vendors’ equipment warranties; and to the extent that Lessee may request and agree to pay for the cost thereof at Lessee’s sole cost and expense, Lessor agrees to cooperate with Lessee, at no additional expense to Lessee, in obtaining any extended warranties reasonably requested by Lessee on any equipment installed as part of the Lessee Improvements. To the extent that any of the foregoing third-party warranties are not assigned to, or otherwise enforceable by, Lessee in accordance with this Paragraph 54, then notwithstanding anything to the contrary in this Lease, Lessor shall be solely responsible for enforcing such third-party warranty obligations following the expiration of the Lessor’s warranties set forth in Paragraph 2 of this Lease.

55.Commencement Date and Expiration Date. The Commencement Date shall occur on the later of: (a) “Substantial Completion” of the Base Building Improvements and the “Tenant Improvements” as those terms are defined in the Work Letter, attached hereto as Exhibit B, or (b) November 1, 2020; provided that Lessor shall endeavor to provide Lessee with advance written notice of the actual Commencement Date at least sixty (60) days in advance thereof. If the Commencement Date is on a date other than the first calendar date of a month, then: (i) the Base Rent and Common Area Operating Expenses for the month containing the Commencement Date shall be prorated based upon the ratio that the number of days in the term within such month bears to the total number of days in such month, (ii) the Original Term shall be extended by the number of days from the Commencement Date to the end of the month in which the Commencement Date occurs and (iii) the first twelve month period for purposes of determining Base Rent increases pursuant to Paragraph 51 shall include the month in which the Commencement Date occurs plus the next twelve full calendar months. If the Commencement Date is a date other than as set forth in Paragraph 1.3 of this Lease, within ten days after Lessor has determined the Commencement Date, Lessor may deliver to Lessee a Commencement Date Memorandum in the latest form that is published by the AIR, reciting the actual Commencement Date, Expiration Date, the schedule of adjustments to the Base

Rent and the MRV Adjustment Date (the “Commencement Date Memorandum”), which Lessee shall execute and return to Lessor within five (5) business days of the receipt thereof. If Lessee fails to execute and return the Commencement Date Memorandum or respond with comments (if Tenant reasonably disputes the correctness of the information set forth therein) within such time period, the information contained in the Commencement Date Memorandum shall be deemed correct and binding upon Lessee.

The Lessor shall diligently proceed with the construction of the Base Building Improvements and the Lessee Improvements and complete the same and deliver possession of the Premises to Lessee on or before the scheduled Commencement Date as set forth in Paragraph 1.3 of this Lease, provided, however, if there is a Lessee Delay (as defined in the Work Letter attached to this Lease), labor disputes, casualties, government embargo restrictions, shortages of fuel, labor or building materials, action or non-action of public utilities, or of the local, state, or federal governments affecting the Base Building Improvements and/or the Lessee Improvements, or other causes beyond the Lessor’s reasonable control, then the scheduled Commencement Date shall be extended for the additional time caused by such delay. Each such delay shall is referred to as an “Excused Delay”.

In the event the Commencement Date has not occurred by the scheduled Commencement Date as set forth in Paragraph 1.3 of this Lease, as such date may be extended by any Excused Delay, Lessor shall pay to Lessee a daily penalty in an amount equal to the difference between the holdover rent payable by Lessee for its lease of 326 Bollay Drive, Goleta, CA (the “Bollay Drive Lease”) less the rent payable in the final month of the term of such lease, not to exceed $12,571.51 per month, prorated for each day the Commencement Date is delayed (excluding any Excused Delay), up to a maximum total amount of $75,429.30. Lessee shall provide Lessor with a copy of the Bollay Drive lease and such other documentation as reasonably requested by Lessor so that Lessor can calculate and/or verify the amount of the penalty. Lessor shall pay the penalty to Lessee within five (5) days after the end of each calendar month in which the penalty applies.

In the event the Commencement Date has not occurred on or before the date that is twelve (12) months after the scheduled Commencement Date as set forth in Paragraph 1.3 of this Lease, plus up to an additional thirty (30) days for Excused Delays, and provided (i) if and to the extent such delay has not been caused by a Lessee Delay, and (ii) no Default on the part of Lessee then exists, Lessee may, at any time thereafter, elect to terminate this Lease by delivering written notice of such election to Lessor, in which case this Lease shall terminate immediately. In the event that Lessee elects to terminate this Lease in accordance with the preceding sentence, Lessor shall promptly refund the prepaid Rent and Security Deposit previously delivered to Lessor in accordance with Paragraph 1.7(e) of this Lease. Upon Lessor’s refund of such amounts following Lessee’s timely and effective termination of this Lease, this Lease shall become null and void and Lessee shall have no further interest in the Premises pursuant to the Lease.

56.Verification of Rentable Square Feet of Premises. For purposes of this Lease, “rentable square feet” shall be calculated pursuant to Standard Method of Measuring Floor Area in Industrial Buildings (ANSI Z65.2 − 2012) Method A—External Enclosure Method (but excluding major vertical penetrations) (the “BOMA Standard”). Within thirty (30) days after the permits have been issued for the Base Building Improvements and Lessee Improvements, Lessor’s space planner/architect shall measure the rentable square feet of the Unit in accordance with the BOMA Standard and the results thereof shall be presented and certified by Lessor’s architect to Lessee in writing. Lessee's independent space planner/architect may review such determination of the number of rentable square feet of the Unit and Lessee may, within fifteen (15) business days after Lessee's receipt of such determination, reasonably object thereto by written notice to Lessor. Lessee's failure to deliver written notice of such objection within said fifteen (15) business day period shall be deemed to constitute Lessee's acceptance of Lessor's determination of the rentable area of the Unit in accordance with the BOMA Standard. If Lessee timely objects to such determination, Lessor's space planner/architect and Lessee's designated space planner/architect shall promptly meet and attempt to agree upon the rentable square footage of the Unit in accordance with the BOMA Standard. If Lessor's space planner/architect and Lessee's designated space planner/architect cannot agree on the rentable square footage of the Unit within thirty (30) days after Lessee's objection to Lessor's determination, Lessor and Lessee shall mutually select an independent third party space measurement professional to field measure the Unit using the BOMA Standard. Such third party independent measurement professional's determination shall be conclusive and binding on Lessor and Lessee. Lessor and Lessee shall each pay one-half (1/2) of the fees and expenses of the independent third party space measurement professional. In the event that pursuant to the procedure described in this Paragraph 56 above, it is determined that the square footage amounts shall be different from those set forth in Paragraph 1.2 of this Lease, all amounts, percentages and figures appearing or referred to in this Lease based upon such incorrect amount (including, without limitation, the amount of the “Base Rent,” “Lessee's Share” and the “Security Deposit”) shall be modified in accordance with such determination. Lessor's estimated rentable square footage and the Base Rent and Lessee's Share set forth in this Lease shall be utilized until a final determination of rentable square footage is made, whereupon an appropriate adjustment, if necessary, shall be made retroactively, and Lessee or Lessor shall promptly make any appropriate payment to the other party for any accrued underpayment or overpayment of Rent, respectively, as applicable. If such determination is made, it will be confirmed in the Commencement Date Memorandum by Lessor to Lessee.

57.Option to Extend Lease of 289 Coromar Drive. The parties acknowledge that Lessee is currently leasing from Lessor certain premises located at 289 Coromar Drive, Goleta, CA, pursuant to a lease dated December 6, 2018 (the “289 Coromar Lease”). In the event that the size of the Premises, as finally determined pursuant to Paragraph 56 above, is determined to be less than 96% of 49,821 rentable square feet, Lessee shall be allowed to extend the term of the 289 Coromar Lease, on the same terms and conditions as set forth therein, until such time as Lessee enters into a lease with Lessor (or Lessor’s affiliate) for an additional 5,000 rentable square feet or more at property located at 6759, 6765 or 6789 Navigator Way, Goleta, CA, on terms and conditions acceptable to Lessor and Lessee.

58.Allowance for Installation of Equipment and Wiring. Lessor shall provide an allowance in an amount not to exceed $5.00 per rentable square foot (based on the size of the Premises as finally determined pursuant to Paragraph 56 above) (the “Allowance”) for the installation of Lessee’s trade fixtures, IT wiring and security system (collectively, “Allowance Costs”). Any unused portion of the Allowance for which Lessee has not presented a request for payment in accordance with this Paragraph 58 within six (6) months of Lessor’s delivery of the Premises to Lessee shall revert to Lessor. The Allowance shall be paid in progress payments that shall not exceed ninety percent (90%) of the Allowance. The progress payments shall be paid to Lessee on a reimbursement basis within fifteen (15) days after Lessee presents draw requests or invoices that detail the work performed, the percentage of completion and showing that Lessee has incurred design, permitting and/or construction costs constituting Allowance Costs in an amount at least equal to the requested progress payment, but subject to Lessor’s inspection to confirm that such work has been performed. Lessor shall not charge a project management fee or supervision fee. The remaining balance of the Allowance shall be payable after completion of all work, and conditioned upon receipt of the following, as applicable:

The Allowance shall be considered an Inducement Provision subject to the provisions of Paragraph 13.3 of this Lease.

59.Lessor’s Maintenance Obligations. Notwithstanding any provision of this Lease to the contrary, subject to reimbursement pursuant to Paragraph 60 below, Lessor shall maintain, repair and replace as necessary, the landscaping, driveways, parking areas, roof membrane and roof drains, downspouts, gutters and skylights, and exterior of the Building (including painting) at the Premises (collectively, the “Lessor Maintenance Obligations”), all so as to keep the same in good order, condition and repair. Except as expressly set forth herein or in the Lease, Lessor shall not have any other obligation to repair or maintain the Premises or the equipment therein.

60.Additional Rent. Lessee shall pay to Lessor during the term hereof, in addition to Base Rent, all Operating Expenses, as hereinafter defined, during each calendar year of the term of the Lease, in accordance with the following provisions:

61.Signage. Lessee, with the approval of Lessor (which approval shall not be unreasonably withheld or delayed) pursuant to the Lessor’s reasonable sign criteria and subject to the requirements of the City of Goleta and any Applicable Requirements, shall be allowed to install (a) building top signage, (b) exclusive exterior identity signage adjacent to the main entrance to the Building, the exact location and size of any signs to be approved by Lessor, and (c) uppermost signage on any existing or future monument sign at the Premises, which approvals shall not be unreasonably withheld or delayed. Lessee shall be responsible to construct, install and maintain such signage at its sole cost, and shall remove such signage upon expiration or earlier termination of the Lease and repair any damage caused by such removal.

62.Assignment and Subletting. Notwithstanding anything to the contrary in Paragraph 12 of the Lease, the following additional term shall apply to assignment and subletting:

An assignment or subletting of all or a portion of the Premises to an affiliate (“Affiliate”) of Lessee (an entity which is controlled by, controls, or is under common control with, Lessee, or that becomes a parent, successor or affiliate of Lessee, or is a successor of Lessee by reason of merger, consolidation, public offering, reorganization, dissolution, or sale of all or more than an aggregate of fifty percent (50%) of Lessee’s stock, membership or partnership interests or assets) shall not be deemed a transfer under Paragraph 12 of this Lease, provided that (i) Lessee notifies Lessor of any such assignment or sublease prior to the effective date thereof and promptly supplies Lessor with any documents or information requested by Lessor regarding such assignment or sublease to such Affiliate (including, in the event of an assignment, evidence of the assignee's assumption of Lessee's obligations under this Lease or, in the event of a sublease, evidence of the sublessee's assumption, in full, of the obligations of Lessee with respect to the portion of the Premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Lessee to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Lessor to be in default under any existing lease at the Building, and (iv) the net worth of such Affiliate is equal to or greater than the net worth of Lessee immediately prior to such transfer as reasonably determined by Lessor after review of financial information for Lessee and such Affiliate. An assignee of Lessee's entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an “Affiliated Assignee.” “Control,” as used in this Paragraph 62 shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent (51%) of

the voting interest in, an entity. Nothing contained in this Paragraph 62 shall be deemed to release Lessee from its obligations under the Lease.

In the event Lessee sells, sublets, assigns or transfers this Lease, Lessee shall pay to Lessor as additional rent an amount equal to fifty percent (50%) of any consideration received by Lessee in connection with such subletting or assignment and fifty percent (50%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Lessee. As used in the Paragraph, “Increased Rent” shall mean the excess of (i) all rent and other consideration which Lessee is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable to Lessee under this Lease at such time. For purposes of the foregoing, any consideration received by Lessee in form other than cash shall be valued at its fair market value as determined by Lessor in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Lessee is to receive Increased Rent, the reasonable costs incurred by Lessee for leasing commissions, tenant improvements and other reasonable expenses incurred in connection with such sublease, assignment or other transfer.

63.Abatement of Rent. If Lessor fails to perform the obligations required of Lessor under this Lease and such failure causes all or a material portion of the Premises to be unusable by Lessee for the Agreed Use because of any failure of Lessor to carry out its Lessor’s Maintenance Obligations, or any acts of negligence or willful misconduct of Lessor or any of its agents or employees that interrupts utilities to the Premises, Lessee shall give Lessor notice (the “Lessor Default Notice”), specifying such failure. If Lessor has not remedied that conditions set forth in such Lessor Default Notice within five (5) business days after its receipt thereof, Lessee may, immediately following a second written notice to Lessor notifying Lessor that such abatement is commencing, abate Rent payable under this Lease for that portion of the Premises rendered unusable for the period beginning on the date of delivery of the Lessor Default Notice until the date on which Lessor cures the failure indicated in such Lessor Default Notice.

64.Off-Site Parking. Lessee shall have non-exclusive use of the parking spaces located on Lot 14 of the Project (commonly known as 289 Coromar Drive) in the area shown on Exhibit D attached hereto (the “Additional Parking Area”), subject to the terms and conditions of this Paragraph 65 and any reasonable rules and regulations hereafter adopted by Lessor. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Vehicles.” Lessee may not service or store any vehicles in the Additional Parking Area or park any vehicles overnight in the Additional Parking Area. If Lessee permits or allows any of the prohibited activities described in this Paragraph 65, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. Other than the foregoing, Lessee’s use of such parking spaces shall be free of charge, except that Lessor’s operating costs for the Additional Parking Area shall be included in Operating Expenses. The liability insurance that Lessee is required to maintain pursuant to Paragraph 8.3(a) of this Lease shall include coverage for the Additional Parking Area. Lessor reserves the right to terminate Lessee’s use such parking spaces upon giving sixty (60) days’ written notice to Lessee for the following reasons: (i) Lessor receives governmental approval and commences to redevelop Lot 14, or (ii) Lessor executes a lease with a tenant that leases space in the building(s) located on Lot 14 or any other property controlled by Lessor within the Project that provides that such tenant has the right to park vehicles in the Additional Parking Area.

65.Right of First Offer to Lease. Lessor grants to Lessee a right of first offer (“First-Offer Right”) with respect to all other space in the Project owned by Lessor that becomes available for lease during the term of this Lease (“First-Offer Space”). Lessee’s First-Offer Right shall be on the terms and conditions set forth in this Paragraph 65.

64.1New Buildings. The First-Offer Right shall begin with respect to buildings not yet constructed (“New Construction”) at such times as Lessor receives all permits necessary to commence construction and Lessor is ready to commence construction, but in any event prior to space in any such New Construction being offered to other prospective tenants. Lessee shall only have a First-Offer Right as to New Construction if at least sixty (60) months remain on the term of this Lease, except that Lessee may exercise any remaining Option to Extend (as set forth at Paragraph 52 of this Lease) early if necessary to satisfy this requirement.

64.2Previously Leased Space. The First-Offer Right shall begin with respect to space that has been previously leased (“Previously Leased Space”) only after the expiration or earlier termination of any lease for such space (“Superior Leases”), including any renewal, extension or expansion of the Superior Leases (whether or not such renewal or extension is consummated under a lease amendment or a new lease), as long as no renewal, extension or expansion is beyond the rights originally provided in the renewal, extension or expansion provision of the tenant’s Superior Lease as of the commencement of such lease. In any event, any Previously Leased Space shall be offered to Lessee before being offered to other prospective tenants. The rights described in this subparagraph 64.2 shall be known collectively as “Superior Rights.” Lessee shall only have a First-Offer Right as to Previously

Leased Space if at least thirty-six (36) months remain on the term of this Lease, except that Lessee may exercise any remaining Option to Extend (as set forth at Paragraph 52 of this Lease) early if necessary to satisfy this requirement.

64.3Procedure of Lessor’s Offer. Lessor shall provide Lessee with written notice (“First-Offer Notice”) from time to time when Lessor determines that any First-Offer Space will become available for lease to third parties. For New Construction, the First-Offer Notice shall be provided at such times as Lessor receives all permits necessary to commence construction and Lessor is ready to commence construction (prior to space in any such New Construction being offered to other prospective tenants). For Previously Leased Space, the Lessor shall provide the First-Offer Notice to Lessee on the later of the date on which Lessor determines that the particular First-Offer Space shall become available for lease or the date that is one hundred eighty (180) days before the First-Offer Space will be available for lease. The First-Offer Notice shall describe in reasonable detail the First-Offer Space that will become available for lease (“Specific First-Offer Space”). Lessor shall have no liability for unintentionally failing to provide Lessee with a First- Offer Notice, but in such event Lessee’s deadline to respond to a Lease Offer as set forth in Paragraph 66 below shall be ten (10) business days as provided in Paragraph 66.

64.4Procedure for Lessee’s Acceptance. If Lessee wishes to exercise Lessee’s First-Offer Right with respect to the Specific First-Offer Space, Lessee shall, within ten (10) business days after delivery of the First-Offer Notice to Lessee, deliver notice to Lessor of Lessee’s intention to exercise its First-Offer Right with respect to all the Specific First-Offer Space. If Lessee desires to elect to exercise its First-Offer Right only with respect to a portion of that space, Lessor may reject Lessee’s exercise if Lessor determines, in Lessor’s reasonable discretion, that the remaining portion of the space cannot be reasonably marketed to third parties, due to size, configuration or other factors.

64.5Effect of Lessee’s Failure to Exercise First-Offer Right. If Lessee does not exercise its First-Offer Right within the response period specified in subparagraph 64.4, the First- Offer Right shall terminate for the Specific First-Offer Space and Lessor shall be free to lease the Specific First-Offer Space, or any portion thereof, to anyone on any terms at any time within six (6) months after the delivery of the First-Offer Notice, without any obligation to provide Lessee with a further right to lease that space.

64.6Restrictions on First-Offer Right. The First-Offer Right shall be personal to the originally named Lessee and shall be exercisable only by the originally named Lessee (and not any assignee, sublessee, or other transferee of Lessee’s interest in this Lease, except an Affiliate). The originally named Lessee (and any Affiliate) may exercise the First-Offer Right only if that Lessee occupies the entire Premises as of the date of the First-Offer Notice. Lessee shall not have the right to lease First-Offer Space if Lessee is in Default under this Lease as of the date of the attempted exercise of the First-Offer Right by Lessee or (as Lessor’s option) as of the scheduled date of delivery of the Specific First-Offer Space to Lessee.

64.7Delivery of First-Offer Space. If Lessee timely and validly exercised the First- Offer Right, Lessor shall deliver the Specific First-Offer Space to Lessee on the date as reasonably determined by Lessor (“Delivery Date”) on which the Specific First-Offer Space is available for occupancy. Lessor shall not be liable to Lessee or otherwise be in default under this Lease if Lessor is unable to deliver the Specific First-Offer Space to Lessee on the projected Delivery Date due to the failure of any other lessee to timely vacate and surrender to Lessor the Specific First- Offer Space or any portion of it.

64.8Terms and Conditions Applicable to First-Offer Space. If Lessee timely and validly exercises the First-Offer Right, then beginning on the Delivery Date and continuing for the balance of the Original Term (including extensions):

(a)The Specific First-Offer Space shall be part of the Premises under this Lease (so that the term “Premises” in this Lease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First-Offer Space);

(b)Operating Expenses shall be adjusted to reflect the increased rentable area of the Premises; and,

(c)The Security Deposit shall increase by an amount equal to the first full month’s Base Rent and Operating Expenses for the Specific First-Offer Space and Lessee shall pay such increased amount by not later than the Delivery Date.

Lessee’s lease of the Specific First-Offer Space shall be on the same terms and conditions as affect the original Premises from time to time, except as otherwise provided in this Section 65. Rent and all other economic terms applicable to the Specific First-Offer Space shall be equal to the Fair Market Rental Rate of the space, as defined and determined pursuant to Paragraph 71 below, with annual cost of living adjustments determined in accordance with Paragraph 52.A.II.b of this Lease. Lessee’s obligation to pay Rent

with respect to the Specific First-Offer Space shall begin on the Delivery Date. The Specific First-Offer Space shall be leased to Lessee in its “as-is” condition.

Lessor shall not be required to construct any improvements in, or contribute any improvement allowance for, the Specific First-Offer Space (provided that an improvement allowance may be factored into the determination of the Fair Market Rental Rate of the Specific First-Offer Space, if appropriate).

64.9 Confirmation of Terms. If Lessee timely and validly exercises the First-Offer Right, Lessor and Lessee shall, within fourteen (14) days after the initial Base Rent has been determined, execute an amendment to this Lease confirming the addition of the Specific First- Offer Space to the Premises on the terms and conditions set forth in this Paragraph 65.

66.Right of First Negotiation. If Lessee has not exercised a First-Offer Right with respect to a Specific First-Offer Space in accordance with paragraph 65 of this Lease and Lessor thereafter receives an offer from a third party that incorporates all of the basic terms of a proposed transaction to lease such space (“Lease Offer”) and Lessor is willing to accept the Lease Offer, then Lessor shall submit written notice of the Lease Offer to Lessee. Lessee will have five (5) business days following Lessor's delivery of the Lease Offer (or ten (10) business days in the event that Lessor unintentionally failed to provide Lessee with a First-Offer Notice for such space) to exercise Lessee's right to enter into a lease for the Specific First-Offer Space on the terms and conditions set forth in this paragraph 66 by delivering a written notice (“Lessee Acceptance Notice”) to Lessor of such exercise and Lessee’s commitment to lease the Specific First-Offer Space. If Lessee fails to deliver the Lessee Acceptance Notice to Lessor within this five (5) business day period (or ten (10) business day period, as the case may be), Lessee will be deemed to have waived Lessee's right to lease the Specific First-Offer Space. If Lessee timely and validly delivers the Lessee Acceptance Notice as provided herein, then the terms and conditions applicable to the lease of the Specific First-Offer Space shall be as set forth in subparagraph 64.8 above and Lessor and Lessee shall execute an amendment to the Lease within fourteen (14) days after the initial Base Rent has been determined as provided is subparagraph 64.9 above. Lessee shall only have rights pursuant to this paragraph 66 as to New Construction if at least sixty (60) months remain on the term of this Lease, except that Lessee may exercise any remaining Option to Extend (as set forth at paragraph 52 of this Lease) early if necessary to satisfy this requirement. Lessee shall only have rights pursuant to this paragraph 66 as to Previously Leased Space if at least thirty-six (36) months remain on the term of this Lease, except that Lessee may exercise any remaining Option to Extend (as set forth at paragraph 52 of this Lease) early if necessary to satisfy this requirement.

(a)Subject to the provisions of this paragraph 67, during the lease term and any extensions thereof (the “First Offer Period”), Lessee shall have a right of First Offer to purchase the Premises (but not including any expansion areas leased by Lessee pursuant to paragraphs 65 or 66 of this Lease). Lessee’s right of First Offer shall be deemed to be an “Option” as defined in paragraph 39 of this Lease and subject to all of the provisions and limitations set forth in such paragraph.

(b)If, at any time during the First Offer Period, Lessor decides, in its sole and absolute discretion, that it is interested in selling the Premises Lessor shall notify Lessee in writing of such interest (the “First Offer Notice”) and the price at which Lessor is willing to sell the Premises (the “Offer Price”). Lessor is not, however, under any obligation to sell the Premises.

(c)If Lessor should send a First Offer Notice to Lessee and Lessee wishes to exercise Lessee’s right of First Offer with respect to the Premises, then within ten (10) days of delivery of the First Offer Notice to Lessee, Lessee shall deliver notice to Lessor of Lessee’s exercise of its right of First Offer (“Acceptance Notice”).

(d)If Lessee does not deliver to Lessor its Acceptance Notice with respect to the Premises within the specified delivery period, time being of the essence, then Lessee’s right of First Offer shall terminate.

(e)If Lessee delivers the Acceptance Notice in a timely fashion then Lessor and Lessee shall have thirty (30) days from the delivery of the First Offer Notice to enter into a binding purchase and sale agreement (“Purchase Agreement”) with a closing date no

later than forty-five (45) days from the execution of the Purchase Agreement, but without any obligation to enter into a Purchase Agreement. If Lessor and Lessee do not enter into a Purchase Agreement, Lessor may offer the Premises to any third party for sale. However, if Lessor fails to sell the Premises for a price that is at least as high as two (2%) less than the Offer Price and subsequently desires to offer the Premises for sale at a price that is at or below two (2%) less than the Offer Price, Lessor must first present another First Notice Offer to Lessee.

(f)In addition to the provisions of paragraph 39 of this Lease, if this Lease or Lessee’s right to possession of all or any portion of the Premises shall terminate in any manner whatsoever, then immediately upon such termination the Right of First Offer herein granted shall simultaneously terminate and become null and void and of no force or effect whatsoever. Time is of the essence with regard to Lessee’s Right of First Offer.

(g)Lessee’s right of First Offer is intended to apply only to voluntary transfers involving third party transferees and shall not apply therefore: where the Premises or any portion of either is taken by eminent domain or sold under threat of condemnation, to transfers to an entity related to the Lessor, to intra-family or intra-ownership transfers, or to transfers by Lessor to a trust created by Lessor or if Lessor is a trust to transfers to a trust beneficiary.

(h)In the event that Lessee purchases the Premises in the manner provided in this paragraph 67, Lessor shall pay to Lessee’s Broker a commission equal to one and one-half (1.5%) of the purchase price, less any unamortized leasing commission paid to Lessee’s Broker.

68.Payment to Brokers. Lessor shall pay to the Lessee’s Brokerage Firm for the brokerage services rendered by the Lessee’s Brokers in connection with the Lease an amount equal to three percent (3%) of total Base Rent payable for the first sixty (60) months of the Original Term (net of the abatements pursuant to paragraph 53 of this Lease) and one and one-half percent (1.5%) of the total Base Rent for months sixty-one (61) through one hundred twenty (120) of the Original Term (“Lessee’s Broker Commission”). Such Lessee’s Broker Commission shall be divided between the Lessee’s Agents pursuant to the terms of a separate agreement between Lessee’s Agents. Such Lessee’s Broker Commission shall be paid fifty percent (50%) upon full execution of this Lease and fifty percent (50%) on the Commencement Date.

69.Security Deposit. In the event that Lessee exercises an option to extend the term of the Lease as set forth in Paragraph 52 of the Lease, the amount of the Security Deposit, effective on the commencement of such option period, shall be adjusted to the amount that is the sum of (i) the monthly Base Rent payable at the commencement of the option period, and (ii) the Operating Expenses payable monthly at the commencement of the option period. Lessee shall deposit with Lessor any amount necessary to modify the Security Deposit in accordance with this Paragraph 69 by not later than the commencement of the option period.

70.Lessee Access. Lessee shall have access to the Building and use of the parking spaces situated at the Premises seven days a week, 24 hours per day, subject to any reasonable Rules and Regulations established by Lessor. Lessee shall have control over the hours of operation of the HVAC serving the Premises.

71.Fair Market Rental Value. With respect to the Right of First Offer and Right of First Negotiation provisions in Sections 65 and 66 above, the applicable Fair Market Rental Rate shall be the effective rate that Lessee has accepted in current transactions at the Project (or if there are not a sufficient number of such transactions, then that which comparable landlords of comparable buildings have accepted in current transactions) from new (non-expansion and non-renewal transactions) and nonaffiliated tenants for comparable use, comparable tenant improvements and for comparable term, with the determination of Fair Market Rental Rate to take into account all relevant factors, including the following:

If Lessee and Lessor are unable to agree upon the effective Fair Market Rental Rate for any particular space within thirty (30) days, then the final determination shall be subject to arbitration as described in Paragraph 52.a.(1) of this Lease. As part of such arbitration process, Lessor shall disclose to Lessee (and, if applicable the arbitrator) all relevant information concerning comparable transactions in the Project subject only to any confidentiality agreements that were required by the tenants (as opposed to those required by the Lessor) and were subject to a written confidentiality agreement prior to Lessee’s Option Exercise Notice. Lessee and, if applicable, Lessee’s arbitrator will agree to execute Landlord’s commercially reasonable confidentiality agreement

IN WITNESS THEREOF, Lessor and Lessee have executed this Addendum concurrently with the Lease of even date herewith.

This Work Letter shall set forth the terms and conditions relating to the construction of the Lessee Improvements in the Premises. This Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Work Letter to Articles or Sections of “this Lease” shall mean the relevant portion of the Standard Industrial/Commercial Multi-Tenant Lease − Net to which this Work Letter is attached as Exhibit B and of which this Work Letter forms a part, and all references in this Work Letter to Sections of “this Work Letter” shall mean the relevant portion of Sections 1 through 4 of this Work Letter.

Lessor shall construct “turnkey” lessee improvements in the Premises (the “Lessee Improvements”) pursuant to the space plan attached hereto as Exhibit B-1 (“Space Plan”) and any construction drawings based thereon (collectively, the “Plans”), utilizing Lessor’s specifications for the standard components to be used in the construction of the Lessee Improvements in the Premises (collectively, the “Standard Improvement Package”) a copy of which is attached hereto as Exhibit B-2. Lessee shall make no changes or modifications to the Plans or the Lessee Improvements without the prior written consent of Lessor, which consent may be withheld at Lessor's option if such change or modification would, in Lessor's sole and absolute discretion:

1.1directly or indirectly delay the “Substantial Completion” of the Lessee Improvements as that term is defined in Section 2.1 of this Work Letter,

1.2materially increase the cost of designing or constructing the Lessee Improvements and/or Base Building Improvements (unless Lessee agrees to pay for such additional cost),

1.4detrimentally affect any of the Building utilities, systems, or structure, or the value, use, or appearance of the Project,

1.7violate any Applicable Requirement affecting the Building, the Project or otherwise binds Lessor.

A request by Lessee to change the Plans (herein, a “Change Order”) shall be in writing, with sufficient details to prepare a Change Order Estimate (as defined below) and delivered to Lessor’s Representative. Unless Lessor objects for a reason set forth above (except for a reason based upon increase in the cost of designing or constructing the Lessee Improvements and/or Base Building Improvements) or the Change Order lacks sufficient details for Lessor to prepare the Change Order Estimate, Lessor shall cause Lessor’s contractor (“Contractor”) to prepare an estimated of the increased cost and/or time attributable to the Change Order (the “Change Order Estimate”) and deliver such to Lessee. Lessee shall elect whether or not to approve the Change Order Estimate within three (3) business days after receipt of such; and any failure to timely approve or reject the Change Order Estimate shall be deemed a rejection of the Change Order Estimate. Any delay in constructing the Lessee Improvements or Base Building Improvements arising out of a Change Order shall constitute Lessee Delay. Any reasonable cost incurred by Lessor in considering and/or implementing a Change Order (including, without limitation, additional design and engineering costs attributable to the preparation of the Change Order Estimate) shall be included in the Change Order Estimate and shall be payable by Lessee before implementation of the Change Order.

2.1Substantial Completion. For purposes of the Lease, “Substantial Completion” of the Premises shall occur upon the completion of construction of the Lessee Improvements in the Premises pursuant to the Plans, as determined by the Lessor’s architect, and all approvals required by the City of Goleta for occupancy of the Premises have been issued, notwithstanding the fact that minor details of construction, mechanical adjustments or decorations which do not materially interfere with Lessee's use of the Premises remain to be performed (items normally referred to as “Punch List Items”), and any tenant fixtures, telephones and computers and any cabling related thereto, photocopy machines, and work-stations, built-in furniture, or equipment have not yet been installed, the purchase and installation of which shall be Lessee's sole responsibility.

2.2Delay of the Substantial Completion of the Premises. Except as provided in this Section 2.2, the Commencement Date shall occur as set forth in Paragraph 3 and 54 of this Lease. If there shall be a delay or there are delays in the Substantial Completion of the Premises or in the occurrence of any of the other conditions precedent to the Commencement Date, as set forth in Paragraph 3 of this Lease, as a direct, indirect, partial, or total result of:

2.2.1 Lessee's failure to timely approve any matter requiring Lessee's approval;

2.2.3 Changes in the Plans or the Lessee Improvements made at the request of Lessee;

2.2.4 Changes to the Base Building Improvements due to changes made at the request of Lessee; or

2.2.5 Any other acts or omissions of Lessee, or its agents, or employees that actually delay the completion of the Lessee Improvements or Base Building Improvements;

(each of the foregoing a “Lessee Delay”) then, notwithstanding anything to the contrary set forth in this Lease or this Work Letter and regardless of the actual date of the Substantial Completion of the Premises, the Commencement Date shall be deemed to be the date the Commencement Date would have occurred if no Lessee Delay or delays, as set forth above, had occurred. Notwithstanding anything to the contrary contained herein, except for a delay arising out of a Change Order, no Lessee Delay shall be deemed to have occurred until Lessor notifies Lessee’s Representative in writing of any event or circumstance constituting such Lessee Delay and Lessee fails to cure such Lessee Delay within 24 hours after receipt of such written notice.

2.3Contractor’s Warranty. The Lessor’s construction contract for the Lessee Improvements shall contain a warranty from the Lessor’s contractor in format substantially similar to Section 3.5 of the General Conditions of the Contract for Construction, 2007 edition of AIA Document A201 (“Contractor's Warranty”) with respect to the Lessee Improvements, and shall provide for customary warranties and guaranties to be obtained by Lessor’s contractor from the manufacturers of any equipment installed as part of the Lessee Improvements. Lessor shall assign all manufacturers’ equipment warranties relating to the Lessee Improvements, to the extent assignable, upon the expiration of the Lessor’s warranties set forth in Paragraph 2 of the Lease.

Within fifteen (15) days after Lessor notifies Lessee that Substantial Completion of the Lessee Improvements is scheduled to occur, Lessor and Lessee (along with Lessor’s architect and Lessor’s contractor) shall conduct an inspection of the Premises (the “Joint Inspection”) and thereafter mutually develop a “Punchlist”, identifying the corrective work of the type commonly found on a list of “Punch List Items”, which list shall be based on whether such items were required as part of the Base Building Improvements and Lessee Improvements (as may have been modified pursuant to this Work Letter), as reasonably determined by Lessor’s architect. Lessor shall instruct Lessor’s contractor to commence and diligently perform the work of correction of all Punchlist items to completion, but the completion of such corrective work shall not affect the Substantial Completion. Without affecting Lessee’s rights with respect to the Contractor’s Warranty, any deficiencies in the Lessee Improvements not described in the Punchlist or within the Lessor’s warranty period set forth at Paragraph 2 of the Lease shall be deemed waived. Punch List Items shall not include any damage caused in connection with Lessee's move-in or early access to the Premises pursuant to Section 4.1.

4.1Lessee’s Entry Into the Premises Prior to Substantial Completion. Provided that Lessee and its agents do not interfere with Contractor's work in the Building and the Premises, Contractor shall allow Lessee access to the Premises beginning on the date that is thirty (30) days before Substantial Completion as estimated by Lessor’s architect, for the purpose of Lessee installing Lessee’s equipment, fixtures and furnishings (including Lessee's data and telephone equipment) in the Premises. Prior to Lessee's entry into the Premises as permitted by the terms of this Section 4.1, Lessee shall submit a schedule to Lessor and Contractor, for their approval, which schedule shall detail the timing and purpose of Lessee's entry. Any entry into the Premises by Lessee, or any storage or installation of any property in the Premises by Lessee prior to Substantial Completion of the Lessee Improvements (if approved in writing in advance by Lessor) shall be at the sole risk of Lessee, including, but not limited to theft, bodily injury, vandalism or other damage. Lessee shall strictly comply with all requirements of Lessor and Lessor’s contractor concerning Lessee's entry into the Premises before Substantial Completion of the Lessee Improvements. Lessee shall hold Lessor harmless from and indemnify, protect and defend Lessor against any loss or damage to the Building or Premises and against injury to any persons caused by Lessee's actions pursuant to this Section 4.1.

4.2Lessee’s Representative. Concurrently with Lessee's execution and delivery of this Lease, Lessee shall designate its sole representative with respect to the matters set forth in this Work Letter, who, until further written notice to Lessor, shall have full authority and responsibility to act on behalf of the Lessee as required in this Work Letter. Upon request from Lessor or its representative, architect, contractor or engineer, Lessee's representative shall supply such information, and issue such approvals as may be requested, to complete the design and construction of the Lessee Improvements.

4.3Lessor’s Representative. Following the mutual execution and delivery of this Lease, Lessor shall designate its sole representatives with respect to the matters set forth in this Work Letter, who, until further notice to Lessee, shall have full authority and responsibility to act on behalf of the Lessor as required in this Work Letter.

4.4Time 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 Lessee 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 Lessor's sole option, at the end of such period the item shall automatically be deemed approved or delivered by Lessee and the next succeeding time period shall commence.

4.5Lessee’s Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an event of Default as described in Paragraph 13.1 of this Lease, or a default by Lessee under this Work Letter, has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and remedies granted to Lessor pursuant to this Lease, Lessor shall have the right to cause Contractor to cease the construction of the Premises (in which case, Lessee shall be responsible for any delay in the Substantial Completion of the Lessee Improvements caused by such work stoppage as set forth in Section 4 of this Work Letter), and (ii) all other obligations of Lessor under the terms of this Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of this Lease

Below are the Tenant Improvement Specifications for the build-out of Inogen’s new facility in Building 9 at Cabrillo Business Park. All drawings and specifications shall be prepared by a registered architect and/or professional engineer prior to submittal to City.

Note: Building owner reserves the right to modify these finishes prior to construction of the tenant improvements

THIS FIFTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT AND RESERVATION OF EASEMENTS FOR CABRILLO BUSINESS PARK (“Fifth Amendment”) is made as of March 24, 2016, by SANTA BARBARA REALTY DEVELOPMENT, L.L.C., a Delaware limited liability company (“SBRD”) with reference to the following:

A.On April 27, 2009, that certain Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park was recorded in the Official Records of Santa Barbara County, California (“Official Records”) as Instrument No. 2009-0023212 (the “Original Declaration”), as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “First Amendment”) recorded in the Official Records on December 1, 2011 as Instrument No. 2011-0069878.

B.Pursuant to the First Amendment, SBRD assumed all of the rights and obligations of Santa Barbara Realty Holding Company, LLC and became the “Declarant” under the Original Declaration. SBRD thereafter caused (i) that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Second Amendment”) recorded in the Official Records on December 13, 2013 as Instrument No. 2013-0077957; (ii) that certain Third Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Third Amendment”) recorded in the Official Records on April 15, 2014 as Instrument No. 2014-0016611; and (iii) that certain Fourth Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Fourth Amendment”) recorded on April 15, 2015 in the Official Records as Instrument No., 2014-0016612. The Original Declaration, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, shall be referred to herein collectively as the “Declaration”. The Declaration encumbers the Project.

C.Capitalized terms used but not defined herein shall have the meanings given such terms in the Declaration.

D.Article 14 of the Declaration allows for the amendment of the Declaration by a written instrument duly recorded in the Official Records after being duly signed and acknowledged by those Owners holding at least seventy-five percent (75%) of the Members' voting power.

E.As of the date hereof, Declarant holds at least seventy-five percent (75%) of the Members' voting power.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declaration is amended as follows.

1.Common Parking Expenses. Section 2.4(c) of the Declaration is hereby amended by adding the following sentence to the end of the paragraph:

“For the purpose of determining which Building Lot Owners are entitled to use the Common Parking Areas in question and share in the Common Parking Area Expenses related thereto, it is intended that Occupants and Permittees of each Building will utilize and share in Common Area Expenses related thereto only for the Common Parking Areas most proximate to their Building, consistent with the non-exclusive parking easements contemplated in Section 12.6(a) below for easements over the Common Parking Areas most proximate to the Building owned or occupied by such Owner and the Occupants and Permittees of such Building, as reasonably necessary to satisfy the requirement for Allocated Parking Spaces for each Building in the Project shown on Exhibit “D” of the Declaration. By way of example, the Building Lot Owners entitled to use the Common Parking Areas located on Lot 4 are the Building Lot Owners of Lot 4, Lot 14 and Lot 20, the Building Lot Owners entitled to use the Common Parking Areas located on Lot 20 are the Building Lot Owners of Lot 4, Lot 13, Lot 14 and Lot 20.”

2.Parking; Common Parking Areas; Parking Regulations. Section 7.2(f) of the Declaration is hereby amended and restated as follows:

“(f) Each Building Lot Owner shall be responsible for constructing or otherwise causing the construction of all parking spaces on a Common Area Lot and/or upon such Owner’s Building Lot, as necessary to satisfy all Laws in connection with the construction of a Building on such Owner’s Lot.”

3.Ratification. The Declaration, except as amended by this Fifth Amendment, is hereby ratified and confirmed, and except as herein expressly provided, all the terms and provisions of the Declaration remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Declarant has signed and made this Fifth Amendment as of the date first above written.

On 03-24-2016 , 2016, before me, NALYN A. WIRATUNGA , a notary public, personally appeared RUSSELL A. GOODMAN , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

THIS FOURTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT AND RESERVATION OF EASEMENTS FOR CABRILLO BUSINESS PARK (“Fourth Amendment”) is made as of April 15, 2014, by SANTA BARBARA REALTY DEVELOPMENT, L.L.C., a Delaware limited liability company (“SBRD”) with reference to the following:

B.Pursuant to the First Amendment, SBRD assumed all of the rights and obligations of Santa Barbara Realty Holding Company, LLC and became the “Declarant” under the Original Declaration. SBRD thereafter caused (i) that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Second Amendment”) to be recorded in the Official Records on December 13, 2013 as Instrument No. 2013-0077957 and (ii) that certain Third Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Third Amendment”) to be recorded in the Official Records on or concurrently with the recordation of this Fourth Amendment. The Original Declaration, as amended by the First Amendment, the Second Amendment and the Third Amendment, shall be referred to herein collectively as the “Declaration”. The Declaration encumbers the Project.

C.Capitalized terms used but not defined herein shall have the meanings given such terms in the Declaration.

D.On October 15, 2013, the City approved and adopted by Ordinance No. 13-04 that certain Cabrillo Business Park Specific Plan (12-163-SP) (as amended from time to time, the “Specific Plan”). The Specific Plan facilitates the flexible build-out and streamlined review of development within the Project and provides the procedures by which the vested rights for development of the Project are implemented, including, but not limited to, those certain processes by which individual Improvements obtain “Project Clearance”, “Map Revision” and/or “Transfers of Vehicle Trip Allowance” (as such terms are defined in the Specific Plan) are approved (hereinafter, “Individual Project(s)”).

E.In recognition that the Individual Project approval of a Lot may possibly include, among other things, adjustments to the Deemed Area of Land, the Building Floor Area, the location and depiction of Common Areas within the Project, and proportionate shares of Assessments and Common Expenses, Declarant desires to incorporate the Specific Plan into the Declaration in order to provide for the efficient and automatic amendment of certain terms and provisions of the Declaration upon a Lot obtaining each Individual Project approval pursuant to the Specific Plan and to effectuate certain other amendments to the Declaration, as further described herein.

F.Article 14 of the Declaration allows for the amendment of the Declaration by a written instrument duly recorded in the Official Records after being duly signed and acknowledged by those Owners holding at least seventy-five percent (75%) of the Members’ voting power.

G.As of the date hereof, Declarant holds at least seventy-five percent (75%) of the Members' voting power.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declaration is amended as follows.

1.Incorporation of Specific Plan. The Specific Plan is hereby incorporated by reference as if fully set forth herein.

2.Traffic Trips. As provided in the Specific Plan, each Lot has been allocated a designated number of average traffic trip counts per day by the City. For purposes of establishing the designated number of average traffic trips per day for each Lot as of the date hereof, the attached Exhibit E is hereby added to the Declaration.

a.Conceptual Individual Project Review. Prior to the submittal of any Individual Project to the City for review and approval, the Owner(s) of the affected Lot(s) shall submit an Application to the Committee for review and approval in accordance with Article 6 of the Declaration. In addition to the requirements for the Application as described in Article 6 of the Declaration, the Application shall include all materials required by the City. Following the Committee's approval of the Application, the Owner shall be permitted to submit the Individual Project to the City for review and approval. Notwithstanding anything to the contrary set forth in Section 6.4 of the Declaration, an Owner shall not be required to commence construction of its improvements within the six (6) month timeframe described therein, but shall be required to commence construction within the timeframes required by the City.

b.Final Individual Project Review. Owner shall keep the Committee apprised if the City requires any substantial changes to the Application approved by the Committee as provided in subparagraph 3(a) above, and if there are substantial changes to the approved Application, the changes shall be submitted to the Committee for approval as provided in Article 6. Upon receiving final approval from the City for the Individual Project pursuant to the Specific Plan and prior to obtaining final building permits and/or recording any approvals, a copy of the approved Individual Project shall be submitted by Owner to the Association for its files.

c.Effect of Individual Project Approval Under Specific Plan. Upon receipt of both the Application approval from the Committee under subparagraph 3(a) above and Individual Project approval from the City pursuant to the Specific Plan and in accordance with subparagraph 3(b) above, the following terms and provisions of the Declaration shall be deemed automatically amended by, and consistent with, such Individual Project approval without the necessity of recording an amendment to this Declaration in the Official Records:

Revised copies of Exhibit B-2, Exhibit C, Exhibit D and Exhibit E, as modified from time to time to reflect updated information pursuant to any and all Individual Project approvals, shall be kept on file with the Association and by the City in accordance with the Specific Plan. To the extent there is any inconsistency with the information for Exhibit B-2, Exhibit C, Exhibit D or Exhibit E, as contained in the Declaration, the information on file with the Association and the information in the Specific Plan (as amended), the information in the Specific Plan (as amended) on file with the City shall control as to Specific Plan matters and the information on file with the Association shall control as to the Declaration. In furtherance of the foregoing, the Operator shall have the right, but not the obligation, to record an amendment to the Declaration to incorporate any such revised Exhibit B-2, Exhibit C, Exhibit D and Exhibit E; provided, however, that the Declaration shall be automatically amended by any such Individual Project approval of a Lot notwithstanding the Operator's election not to record any such amendment following such Individual Project approval.

4.Effect of Project Clearance Expiration. In the event that an Individual Project approval expires in accordance with the Specific Plan, any and all prior automatic amendments to the Declaration associated with such Individual Project (whether recorded or not) pursuant to Section 3 above shall automatically be tolled with respect to their use until such time that the Individual Project approval is revived or a new Individual Project approval for the Lot is obtained (provided that any automatic modifications made to reflect the legal description of a Lot and/or the square footage of a Lot and/or the traffic trips shall not be tolled as provided above and shall remain in full force and effect).

5.Definitions. In addition to the modifications to the exhibit references in Article 27 as provided above, the following definitions set forth in Article 27 of the Declaration are hereby modified as follows:

a.Building. Any structure now or hereafter constructed on a Lot which is intended for human occupancy including, without limitation, the eight (8) existing Buildings and contemplated Buildings approved from time to time in accordance with the Development Agreement and Specific Plan.

b.Development Agreement. The following language is hereby inserted into the end of the definition of “Development Agreement”: “, as previously amended by that certain First Amendment to Development Agreement dated June 21, 2011 and recorded July 22, 2011 as Instrument No. 2011 -0041778, and that certain Second Amendment to Development Agreement dated October 15, 2013 and recorded December 5, 2013 as Instrument No. 2013-0076544, and as subsequently amended from time to time.”

7.Permitted Uses. The following language is hereby inserted at the end of the first sentence of Section 5.1 of the Declaration: “and (c) any applicable unexpired Individual Project approval for the Lot upon which such Building is located.”

8. Development Requirements of City. The following language is hereby inserted at the end of the first sentence of Section 6.8 of the Declaration: “and the Specific Plan.”

9.Estoppel Certificate. The first sentence of Section 25.3 of the Declaration is hereby deleted in its entirety and replaced with the following: “Each Owner and Mortgagee shall, upon reasonable request to Declarant, the Association, or the entity then charged with enforcement of the terms of this Declaration, be entitled to receive a statement specifying (a) the nature of any known default of such applicable Owner, (b) the Individual Project approvals of the Association on file with the Association for such applicable Owner’s Lot, and (c) any information reflected in the then current governing copies of Exhibit B-2, Exhibit C, Exhibit D and Exhibit E as retained on file with the Association.”

10.Ratification. The Declaration, except as amended by this Fourth Amendment, is hereby ratified and confirmed, and except as herein expressly provided, all the terms and provisions of the Declaration remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Declarant has signed and made this Fourth Amendment as of the date first above written.

On April 10 2014 , before me, Patti Burbach , Notary Public, personally appeared Russell A. Goodman , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Notary Public, personally appeared __________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

SCENARIO: 37-SB-DP (AS MODIFIED BY 12-028-DP AM)
UCSS Facilities
						TRAFFIC ANALYSIS
Building	Use	Lot#	APN	Siding Size (SF)		Pass-by/ Mixed Use%	ADT Rate		ADT Trips		AM Rate		AM Trip		PM Rate		PM Trips
PROPOSED
Building A.1	R & D	13	073-610-001		23,864	N/A		8.11		193		1.24		30		1.08		26
Building A.2	OFFICE	13	073-610-001		23,864	N/A		11.01		262		1.55		37		1.49		36
Building B	CORP HQ	20	073-610-002		16,175	N/A		7.98		129		1.49		24		1.40		23
Building C	MAN (ITE’s Lt. Indstrl.)	20	073-610-002		108,982	N/A		6.97		759		0.92		100		0.98		107
Building C-1	Accessory Use	20	073-610-002		1,739	N/A		0.00	0			0.00	0			0.00	0
Bond	MAN (ITE’s Lt. Indstrl.)	12	073-610-012		4,007	N/A		6.97		27		0.92		4		0.98		4
Utility	MAN (ITE’s Lt. Indstrl.)	14	073-610-003		22,000	N/A		6.97		153		0.92		20		0.98		22
Design	R & D	21	073-610-005		4,571	N/A		8.11		37		1.24		6	1.08			5
Design-A	OFFICE	21	073-610-005		4,571	N/A		11.01		50		1.55		7		1.49		7
Program	R & D	22	073-610-004		22,738	N/A		8.11		184		1.24		28		1.08		25
Program-A	OFFICE	22	073-610-004		22,738	N/A		11.01	250			1.55		35		1.49		34
1	CORP HQ	1	073-610-008		77,000	N/A		7.98		614		1.49		114		1.40		108
2	CORP HQ	1	073-610-008		40,000	N/A		7.98		319		1.49		59		1.40		56
3	WAREHOUSE	3	073-610-010		30,000	N/A	3.56			106		0.30		9		0.32		9
4.1	R & D	4	073-610-011		30,000	N/A		8.11		243		1.24		37		1.08		33
4.2	OFFICE	4	073-610-011		30,000	N/A		11.01		330		1.55		47		1.49		45
5A.1	R & D	5	073-610-022		20,000	N/A		8.11		163		1.24		25		1.08		22
5A.2	OFFICE	5	073-610-022		20,000	N/A		11.01		221		1.55		31		1.49		30
5B.1	R & D	6	073-610-023		20,000	N/A		8.11		163		1.24		25		1.08		22
5B.2	OFFICE	6	073-610-023		20,000	N/A		11.01		221	1.55			31		1.49		30
6.1	R & D	19	073-610-027		25,000	N/A		8.11		203		1.24		31		1.08		27
6.2	OFFICE	19	073-610-027		25,000	N/A		11.01		276		1.55		39		1.49		38
X.1 (VTA Only)*	TBD	19	073-610-027	TBD		N/A				314				62				55
7.1	R & D	7	073-610-024		40,000	N/A		8.11	325			1.24		50		1.08		44
7.2	OFFICE	7	073-610-024		40,000	N/A		11.01		441		1.55		62		1.49		60
8	MINI-WAREHOUSE	8	073-610-015		46,100	N/A		2.50		115		0.15		7		0.26		12

SCENARIO: 37-SB-DP (AS MODIFIED BY 12-028-DP AM)
UCSS Facilities
						TRAFFIC ANALYSIS
Building	Use	Lot#	APN	Siding Size (SF)		Pass-by/ Mixed Use%	ADT Rate		ADT Trips		AM Rate		AM Trip		PM Rate		PM Trips
X.2 (VTA Only)*	TBD	Post- LLA 9	073-610-025**	TBD		N/A				668				97				91
UCSB Facilities Building	WAREHOUSE	Post- LLA 10	073-610-026**	NOT A PART		N/A				259				22				23
11	MINI-WAREHOUSE	11	073-610-016		55,000	N/A		2.50		137		0.15		8		0.26		15
12	SPECIALTY RETAIL	2	073-610-009		12,200	25%		44.32		540		1.33		16		2.71		24
12-A	CORP HQ	2	073-610-009		32,800	N/A		7.98		261		1.49		48		1.40		45
Greenbelt Buffer/ NE DS	N/A	15	073-610-020	0		N/A	0.00		0		0.00		0			0.00	0
Recreation	N/A	16	073-610-021	0		N/A	0.00		0		0.00		0			0.00	0
Coromar Drive	N/A	17	073-610-013	0		N/A	0.00		0		0.00		0			0.00	0
Discovery Drive	N/A	18	073-610-017	0		N/A	0.00		0		0.00		0			0.00	0
TOTAL					818,344					7,963				1,111				1,078

*Vehicle Trip Allowance (VTA) credit from UCSB Transfer (2013): Use and Building Size to be determined (TBD). Any developed proposal using this VTA will be required to be processed via a Project Clearance (see CBP Specific Plan).

**APN (Assessor Parcel Number) any be revised post-lot Line Adjustment (post-LLA) between old/new Lots 9 and 10. Please refer to related recorded Transfer of Traffic Trip Entrance Agreement for add Information.

THIS THIRD AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT AND RESERVATION OF EASEMENTS FOR CABRILLO BUSINESS PARK (“Third Amendment”) is made as of April 15, 2014, by SANTA BARBARA REALTY DEVELOPMENT, L.L.C., a Delaware limited liability company (“SBRD”) with reference to the following:

B.Pursuant to the First Amendment, SBRD assumed all of the rights and obligations of Santa Barbara Realty Holding Company, LLC and became the “Declarant” under the Declaration. SBRD thereafter caused that that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “Second Amendment”) to be recorded in the Official Records on December 13, 2013 as Instrument No. 2013-0077957. The Original Declaration, as amended by the First Amendment and the Second Amendment, shall be referred to herein collectively as the “Declaration”.

C.Capitalized terms used but not defined herein shall have the meaning given such term in the Declaration.

D.In connection with the transfer of that certain real property described in Exhibit A, attached hereto and incorporated herein by this reference (the “Investec Property”) to Investec Discovery Storage, LLC, a California limited liability company, Declarant desires to effectuate certain amendments to the Declaration, as further described herein.

E.Article 14 of the Declaration allows for the amendment of the Declaration by a written instrument duly recorded in the Official Records after being duly signed and acknowledged by those Owners holding at least seventy-five percent (75%) of the Members’ voting power.

F.Declarant holds at least seventy-five percent (75%) of the Members’ voting power.

1.Restricted Uses. Notwithstanding anything to the contrary in the Declaration, the portion of the Project described in Exhibit B attached hereto and incorporated herein by this reference (the “Restricted Property”) shall not be developed, used, leased, operated, or configured as a commercial self-storage facility (the “Self-Storage Use Restriction”) used for purposes of leasing small-unit storage space to the public (as opposed to being constructed for purposes of personal business use that may subsequently be leased as surplus) (the “Self-Storage Use”).

1.1.Special Provisions Lot 4. Notwithstanding the Self-Storage Use Restriction set forth above, if Deckers Outdoor Corporation (or an affiliate thereof) acquires the portion of the Restricted Property commonly known as Lot 4 of Final Map 32,053 (“Lot 4”), the Self-Storage Use Restriction shall automatically cease and terminate with respect to Lot 4, and upon request by Declarant or the owner of Lot 4, the owner of the Investec Property shall quitclaim any rights to enforce the Self-Storage Use Restriction with respect to Lot 4 within ten (10) days following the request.

1.2.Approval Rights. In furtherance of the Self-Storage Use Restriction set forth above, during the term of the Self Storage Use Restriction, neither Declarant nor any owner of a Restricted Property shall vote, or exercise any approval rights in any way in favor of any amendment to the Development Agreement or this Declaration, the effect of which would be to allow an increase in square footage for Self Storage Uses in the Project to greater than what is permitted under the Declaration and the Development Agreement as of the date hereof. The foregoing covenant shall not apply to Lot 4 following the termination of the Self Storage Use Restriction on Lot 4 as contemplated above.

1.3.Term of Restriction. The Self-Storage Use Restriction provided in this Section I shall continue only for so long as the Investec Property is utilized for a Self Storage Use (excluding temporary closures for casualty, condemnation or remodeling that is being diligently being pursued). If the Investec Property is no longer utilized for a Self Storage Use (excluding temporary closures for casualty, condemnation or remodeling that is being diligently being pursued), then the Self-Storage Use Restriction and the covenant set forth in Section 1.2 above shall automatically cease and terminate. Following any termination of the Self-Storage Use Restriction, upon request by Declarant or any other owner, the owner of the Investec Property shall quitclaim all rights to enforce the Self-Storage Use Restriction and the covenants set forth in Section 1.2 above within ten (10) days following the request.

2.Modification. Notwithstanding anything to the contrary in the Declaration, so long as the Self-Storage Use Restriction is effective as provided in Section 1 above, the Self-Storage Use Restriction will not be modified, amended or terminated without the express written consent of the owner of the Investec Property.

3.Ratification. The Declaration, except as amended by this Third Amendment, is hereby ratified and confirmed, and except as herein expressly provided, all the terms and provisions of the Declaration remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Declarant has signed and made this Third Amendment as of the date first above written.

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GOLETA, COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lots 8 and 11 of Tract No. 32,041, in the City of Goleta, County of Santa Barbara, State of California, as per the map filed in Book 204, Pages 60 through 63 inclusive of Maps, in the Office of the County Recorded of said County.

That certain real property situated in the City of Goleta, County of Santa Barbara, State of California, and more particularly is described as follows:

Lots 4 of Tract No. 32,035, in the City of Goleta, County of Santa Barbara, State of California, as per the map filed in Book 204, Pages 54 through 57 inclusive of Maps, in the Office of the County Recorder of said County and as amended by Certificate of Correction recorded May 26, 2010 as Instrument No. 2010-28009 of Official Records of Santa Barbara County.

Lots 14 and 22 of Tract No. 32,034 in the City of Goleta, County of Santa Barbara, State of California, as per the map filed in Book 204, Pages 39 through 42 inclusive of Maps, in the Office of the County Recorder of said County.

Lots 5, 6, 7, 19 that portion of Lot 9 of Tract No. 32,046 in the City of Goleta, County of Santa Barbara, State of California, as per map filed in Book 205, Pages 11 through 15 inclusive, as filed in the Office of the County Recorder of said County.

Thence, 2nd, North 88 55’54” East, 94.64 feet to the beginning of a curve concave to the northeast from which the radial center bears North 58 57’01” East, 84.00 feet;

Thence, 3rd, southeasterly along the arc of said curve through a central angle of 58 25’45”, an arc length of 85.67 feet;

Thence, 5th, South 00 14’38” West, leaving the north line of said Lot 9, 354.35 feet to the intersection with the south line of said Lot 9;

Thence, 6th, North 89 44’05” West along the south line of said Lot 9, 180.32 feet to the Point of Beginning;

name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

THIS SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT AND RESERVATION OF EASEMENTS FOR CABRILLO BUSINESS PARK (“Second Amendment”) is made as of December 9^th, 2013, by SANTA BARBARA REALTY DEVELOPMENT, L.L.C., a Delaware limited liability company (“SBRD”) with reference to the following:

A.On April 27, 2009, that certain Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park was recorded in the Official Records of Santa Barbara County, California (“Official Records”) as Instrument No. 2009-0023212, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions and Grant and Reservation of Easements for Cabrillo Business Park (the “First Amendment”) recorded in the Official Records on December 1, 2011 as Instrument No. 2011-0069878 (as amended, the “Declaration”). The Declaration encumbers the Project. Capitalized terms used but not defined herein shall have the meaning given such term in the Declaration.

B.Pursuant to the First Amendment, SBRD assumed all of the rights and obligations of Santa Barbara Realty Holding Company, LLC and became the “Declarant” under the Declaration.

C.In connection with the transfer of that certain real property described in Exhibit A, attached hereto and incorporated herein by this reference (the “UCSB Property”) to THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“UCSB”), Declarant desires to effectuate certain amendments to the Declaration, as further described herein.

E.Declarant holds at least seventy-five percent (75%) of the Members’ voting power.

(a)Notwithstanding anything to the contrary in the Declaration, including, without limitation, Exhibit C and Exhibit D attached thereto, the Deemed Area of Land for purposes of calculating the UCSB Property’s percentage share of Common Expenses shall be Seven and 75/100 (7.75) acres.

(b)Notwithstanding anything to the contrary in the Declaration, there shall be no Common Parking Areas located on or associated with the UCSB Property, and as a result thereof, there will be no Common Parking Expenses allocated to the UCSB Property. Without limiting the generality of the foregoing, all parking areas on the UCSB Property shall be Exclusive Parking Areas. In addition, there shall be no other Common Areas on the UCSB Property other than perimeter landscaping and sidewalks and streetscapes.

(c)If UCSB does not use Common Utility Lines for the UCSB Property (for example, if UCSB is able to connect to its campus’ electricity grid), then notwithstanding the provisions of Section 2.4(e) of the Declaration, UCSB shall not be obligated to pay any expenses in connection with such Common Utility Lines for the UCSB Property; provided that UCSB shall not be permitted to “opt out” of participating in the cost of the Common Water Lines and the water costs associated therewith and shall not be permitted to “opt out” of any other utility costs that benefit or are provided for the Common Areas of the Project (as opposed to being provided for the UCSB Property). Any utility charges that are allocated to the UCSB Property pursuant to the Declaration shall be based on actual readings and utilities’ rates.

(d)Notwithstanding anything to the contrary in Section 2.6(a)(i) and (ii) of the Declaration, only Special Assessments that benefit the UCSB Property or the Common Area Lots may be allocated as a Special Assessment to the UCSB Property.

(e)In no event shall Capital Improvement Assessments include any costs of the initial Improvements for the Project, which expenses shall not be passed through as an Assessment pursuant to the terms of the Declaration.

2.Maximum Floor Area Allocation For Voting. Notwithstanding anything to the contrary in the Declaration, including without limitation, the provisions of Exhibit C attached thereto, for purposes of calculating UCSB’s voting rights pursuant to Section 1.5 of the Declaration, the Maximum Floor Area for the UCSB Property shall be deemed to be Seventy Two Thousand Eight Hundred Seventy (72,870) square feet.

3.Future Improvements on UCSB Property. Notwithstanding the deemed Maximum Floor Area allocation for the UCSB Property set forth paragraph 2 above, except as otherwise provided in this Second Amendment, so long as the UCSB Property is owned by a public agency or UCSB, the UCSB Property shall in no event be subject to or limited by the Maximum Floor Area allocation set forth in paragraph 2 above or any other Maximum Floor Area allocation set forth in the Declaration for any other purpose, and UCSB shall not be required to obtain approval under the Declaration for increasing the interior and/or exterior floor area of the UCSB Property. Additionally, so long as the UCSB Property is owned by a public agency or UCSB, the UCSB Property shall not be subject to compliance with any architectural, design and development guidelines or review approvals set forth in the Declaration, including without limitation, Article 3 and Sections 6.1 and 6.8 thereof, except that the UCSB Property: (a) shall nevertheless be subject to the height restrictions and other restrictions set forth in that certain avigation easement recorded in the Official Records of the Santa Barbara County Recorder’s Office on January 24, 1986 a Instrument No. 86-4753 (as amended); (b) shall be subject to the Committee’s review and approval, which shall not be unreasonably withheld, to the extent that any proposed Improvements may have an impact on surface water drainage, and/or the fence and associated landscaping requirements for the portion of the UCSB Property adjacent to Los Caneros/Discovery Drive; and (c) shall be subject to environmental review under applicable law (for example, the California Environmental Quality Act or CEQA) and review of any other relevant agreements with governmental agencies, during which process the various governmental agencies will have an opportunity to review and comment on the potential impacts in accordance with CEQA.

4.Rules and Regulations for UCSB Property. Notwithstanding anything to the contrary in the Declaration, any Rules and Regulations adopted pursuant to the Declaration may not adversely affect the use or operation of the UCSB Property, nor restrict any other rights of UCSB; provided that the foregoing shall not limit the Operator’s rights to make Rules and Regulations with respect to the Common Areas and/or UCSB’s obligation to comply therewith.

5.Operator Self-Help at the UCSB Property. Notwithstanding anything to the contrary in the Declaration, (a) Operator may not exercise self-help at the UCSB Property, including, without limitation, pursuant to the provisions of Section 9.7 of the Declaration, and (b) if Operator makes any entries on the UCSB Property in the event of an emergency or in connection with exercising its rights and obligations under the Declaration, Operator shall use reasonable efforts to not interfere with the operations on the UCSB Property and shall be responsible for any damage Operator may cause to the UCSB Property. The foregoing shall not, however, be deemed to impose any limitations on Operator’s rights with respect to any maintenance, repair and operation of the Common Areas.

6.Uses at UCSB Property. Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, (a) the requirements of Sections 5.1, 5.4 and 5.5 shall not be applicable to the UCSB Property, (b) the last sentence of Section 5.2 of the Declaration shall not be applicable to the UCSB Property, (c) the prohibition on “petroleum storage yards” and “trailer courts” set forth in the Declaration will not prevent the UCSB Property from having some fuel capacity (above ground tanks) for its vehicles or equipment and modular structures, so long as UCSB complies with all applicable laws related thereto, obtains all applicable permits and is responsible for any and all liabilities associated therewith, and (d) the UCSB Property shall only be subject to those Laws that are applicable to land owned by The Regents of the University of California.

(a)Notwithstanding the provision of Section 7.2(h) of the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, the storage and repair of motor vehicles shall be permitted on the UCSB Property (even after construction of new buildings), so long as the UCSB Property is screened in accordance with plans for the screen wall and landscaping along the UCSB Property perimeter approved by the Committee.

(b)Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, the UCSB Property shall not be subject to Sections 7.3, 7.5, 7.9 and 7.10 so long as the UCSB Property is screened in accordance with plans for the screen wall and landscaping along the UCSB Property perimeter approved by the Committee.

(c)Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, the UCSB Property shall not be subject to the provision of Section 7.11.

(d)Notwithstanding anything to the contrary in the Declaration, (a) the UCSB Property shall only be required to be maintained in good condition and repair consistent with the condition in which UCSB acquired the UCSB Property; provided that if the UCSB Property is redeveloped as a new facility, it shall be maintained in first-class condition and repair as required in the Declaration; and (b) in no event shall UCSB be required to obtain the Committee approval to change the exterior paint color of its Improvements so long as the exterior colors are consistent and architecturally harmonious for the balance of the Project.

8.Casualty to UCSB Property. Notwithstanding anything to the contrary in the Declaration, the UCSB Property shall not be subject to the provisions of Section 9.6 of the Declaration; provided that in the event of a casualty on the UCSB Property, UCSB shall either elect to reconstruct the Improvements in a diligent manner or elect to diligently raze the Improvements and maintain the UCSB Property in a safe and unimproved condition.

(a)Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, consistent with Standing Order 100.4, the indemnification obligations of UCSB shall only be in proportion to and only to the extent that claims arise from the negligent or wrongful acts or omissions of UCSB or that of its officers, agents, employees, students, invitees and guests.

(b)Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, UCSB shall be permitted to satisfy any insurance requirements through a self-insurance program for the UCSB Property.

10.City Requirements. Notwithstanding anything to the contrary in the Declaration, so long as the UCSB Property is owned by a public agency or UCSB, to the extent permitted by law and subject to the provisions set forth in this Second Amendment, the provisions of Section 26 of the Declaration shall not be applicable to the UCSB Property.

11.Easements in the Project. Notwithstanding anything to the contrary in the Declaration, Declarant and Operator shall not unreasonably interfere with the use and enjoyment of the Owners of their respective Lots while exercising the easement rights set forth in Article 12 of the Declaration.

(a)Exhibit C attached to the Declaration is hereby deleted in its entirety and replaced with Exhibit C attached hereto and incorporated herein by this reference.

(b)Exhibit D attached to the Declaration is hereby deleted in its entirety and replaced with Exhibit D attached hereto and incorporated herein by this reference.

(c)Any amendment of the Declaration that conflicts with the terms of this Second Amendment shall not be effective as to the UCSB Property unless UCSB consents to such amendment by written document signed by an authorized officer of UCSB.

IN WITNESS WHEREOF, Declarant has signed and made this Second Amendment as of the date first above written.

THE CITY OF GOLETA JOINS IN THE EXECUTION OF THIS SECOND AMENDMENT FOR PURPOSES OF ACKNOWLEDGING ITS CONSENT THERETO PURSUANT TO THE TERMS OF THE DECLARATION.

Notary Public, personally appeared Russell A Goodman , who proved to me on the basis of satisfactory evidence to be the person (s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Notary Public, personally appeared Daniel Singer , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

THE LAND REFERRED TO HEREIN BELOW 15 SITUATED IN THE CITY OF GOLETA, COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lots 9 and 10 of Tract No. 32,046 in the City of Goleta, County of Santa Barbara, State of California, as per map filed in Book 205, Pages 11 through 15 inclusive, as filed in the Office of the County Recorder of said County.

EXCEPTING therefrom that portion of Lot 9 of said Tract No. 32,046 described as follows:

Thence, 2nd, North 88°55’54” East, 94,64 feet to the beginning of a curve concave to the Northeast from which the radial center bears North 58°57’01” East, 84.00 feet;

Thence, 3rd, Southeasterly along the arc of said curve through a central angle of 58°25’45”, an arc length of 85.67 feet;

Thence, 5th, South 00°14’38” West, leaving the North line of said Lot 9, 354.35 feet to the intersection with the South line of said Lot 9;

Thence, 6th, North 89°44’05” West, along the South line of said Lot 9, 180.32 feet to the point of beginning.

The parking lots on Lots 1-3, 8, 10, 11 and 12 are Exclusive Parking Areas as defined in the CCRS. Parking that will be committed to other Lots By easement is shown in hatch and cross-hatch patterns. © Conceptual Site Plan

“Lot 1” - The land comprising Lot 1 consisting of approximately 9.16 acres of land upon which Declarant contemplates constructing new improvements consisting of two buildings, proposed Building 1 presently contemplated to consist of a two story office building to contain a maximum of 77,000 square feet of Floor Area (“Building 1”), proposed Building 2 presently contemplated to consist of a two story office building to contain a maximum of 40,000 square feet of Floor Area (“Building 2”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 2” - The land comprising Lot 2 consisting of approximately 2.33 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of one building, a proposed office building to contain a maximum of 45,000 square feet of Floor Area (“Building 12), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 3” - The land comprising Lot 3 consisting of approximately 2.38 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a warehouse facility to contain a maximum of 30,000 square feet of Floor Area (“Building 3”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 4” - The land comprising Lot 4 consisting of approximately 3.75 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a two story office building to contain a maximum of 60,000 square feet of Floor Area (“Building 4”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 5” - The land comprising Lot 5 consisting of approximately 5.33 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a two story office building to contain a maximum of 40,000 square feet of Floor Area (“Building 5”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 6” - The land comprising Lot 6 consisting of approximately 3.76 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a two story office building to contain a maximum of 40,000 square feet of Floor Area (“Building 6”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 7” - The land comprising Lot 7 consisting of approximately 4.95 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a two story office building to contain a maximum of 80,000 square feet of Floor Area (“Building 1”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 8” - The land comprising Lot 8 consisting of approximately 2.75 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a one story self storage facility to contain a maximum of 46,100 square feet of Floor Area (“Building 8”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 9” - The land comprising Lot 9 consisting of approximately 1.605 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a two story office building to contain a maximum of To Be Determined square feet of Floor Area (“Building 9”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2” The originally planned 70,000 sf of office buildings entitlements planned for the Site are being retained by the Declarant to be used in future development within the project in accordance with the project Specific Plan.

“Lot 10” - The land comprising Lot 10 consists of approximately 7.749 acres of land, upon which are located buildings totaling 72,870 sf, as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”, which property is being sold to the Regents of the University of California (University). Upon conveyance of the property, University will retain 259 ADT and 22 a.m. PHT and 23 p.m. PHT (peak hour trips) for its 72,870 SF of warehouse and related uses. The originally planned 60,000 sf of office building entitlements planned for the Lot 10 are being retained by the Declarant to be used in future development within the Project in accordance with the Specific Plan less the traffic trips (referenced above) retained by the University.

“Lot 11” - The land comprising Lot 11 consisting of approximately 3.13 acres of land upon which Declarant contemplates constructing new improvements presently contemplated to consist of a one story self storage facility to contain a maximum of 56,000 square feet of Floor Area (“Building 11”), and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B -2”

“Lot 12” - The land comprising Lot 12 consisting of approximately 2.32 acres of land upon which is located an approximately 4,007 square foot bond building and existing screened storage area (the “Lot 12 Improvements”) comprising the maximum Floor Area for Lot 12, as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 13” - The land comprising Lot 13 consisting of approximately 4.55 acres of land upon which is located an approximately 47,728 square foot administration building (the “Lot 13 Administration Building”) comprising the maximum Floor Area for Lot 13, and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”

“Lot 14” - The land comprising Lot 14 consisting of approximately 2.96 acres of land upon which is located an approximately 22,000 square foot utility building (“Building 14”) comprising the maximum Floor Area for Lot 14, and existing screened storage area and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 15” - of the Project presently contains the land comprising Lot 15 consisting of approximately 15.31 acres of land which is to constitute green belt, buffer area within the Project (the “Open Space”) as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 16” - of the Project presently contains the land comprising Lot 16 consisting of approximately 3.33 acres of land which is to constitute recreational area within the Project (the “Recreation Area”) as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 17” - of the Project presently contains the land comprising Lot 17 consisting of approximately 2.35 acres of land which shall comprise an interior private street or streets or portions thereof within the Project as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 18” - of the Project presently contains the land comprising Lot 18 consisting of approximately 1.96 acres of land which shall comprise an interior private street or streets or portions thereof within the Project as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 19” - of the Project presently contains the land comprising Lot 19 consisting of approximately 1.58 acres of land on which Declarant plans to build an approximately 50,000 square foot building as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 20” - The land comprising Lot 20 consisting of approximately 6.87 acres of land upon which is located an approximately 125,157 square foot manufacturing building (“Building 20”) comprising the maximum Floor Area for Lot 20, and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”. Owner of Building 20 was approved by the City Council for an increase of approximately 11,827 sf outside of the Development Agreement.

“Lot 21” - The land comprising Lot 21 consisting of approximately 1.49 acres of land upon which is located an approximately 9,141 square foot design building (“Building 21”) comprising the maximum Floor Area for Lot 21, and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

“Lot 22” - The land comprising Lot 22 consisting of approximately 3.29 acres of land upon which is located an approximately 45,476 square foot program building (“Building 22”) comprising the maximum Floor Area for Lot 22, and related surface parking areas, landscaping and other site improvements, all as depicted on the Conceptual Site Plan attached hereto as Exhibit “B-2”.

Lot	Building	Maximum Building Square Footage**	Deemed Land Area*	Allocated Parking Spaces**	Parking Ratio - Per 1,000 sq. ft. of Improvements*	Common Expenses Percentage Based on Deemed Land Area:

	New Construction
1	Building 1 & 2	117,000 sf	7.37 acres	358	3.06	10.6%
2	Building 12	45,000 sf	4.41 acres	138	3.06	6.4%
3	Building 3	30,000 sf	2.01 acres	57	1.90	2.9%
4	Building 4	60,000 sf	3.74 acres	180	3.02	5.4%
5	Building 5a	40,000 sf	3.01 acres	123	3.08	4.3%
6	Building 5b	40,000 sf	2.62 acres	125	3.12	3.8%
19	Building 6	50,000 sf	3.99 acres	150	3.00	5.8%
7	Building 7	80,000 sf	5.59 acres	247	3.09	8.0%
8	Building 8	46,100 sf	2.79 acres	6	0.13	4.0%
9	Building 9	TBD	1.60 acres	TBD	TBD	2.3%
10	Building 10	Not Applic	7.75 acres	Not Applic	Not Applic	11.2%
11	Building 11	55,000 sf	3.11 acres	3	0.05	4.5%
	Declarant bank of SF	**	none
	Existing Buildings
12	Bond Building	4,000 sf	2.32 acres	N/A	N/A	3.3%
13	Building 13	47,700 sf	4.27 acres	161	3.37	6.2%
14	Building 14	22,000 sf	2.94 acres	71	3.22	4.2%
20	Building 20	125,157 sf	7.18 acres	337	2.97	10.3%
21	Building 21	9,100 sf	1.51 acres	31	3.44	2.2%
22	Building 22	45,500 sf	3.19 acres	142	3.12	4.6%
	Subtotal		69.38 net acres
15, 16, 17 & 18	Common Area Lots		22.72 acres
	Dedications		0.15 acres
	Total	936,000 sf	92.25 acres	2519 spaces	2.69 avg.	100%

*Based upon actual Building Lot acreage, (as set forth on Exhibit “C”), plus the area of additional land, if any, which is attributable to parking areas allocated for use by the Owner, Occupants and Permittees of such Building Lot by easement from another Building Lot in the Project, and less the land area, if any, which is located upon such Building Lot and which is allocated by easement for parking use by the Owners, Occupants and Permittees of another Building Lot in the Project.

**Based upon permitted/intended use as indicated in the Development Agreement. Per 2^nd Amendment to Development Agreement including new Specific Plan for project and including transfer of Lot 10 out of project for development, the sf relative to the approved development of 130k sf of office on Lots 9 and 10 (less traffic trips impacts of 23 pm PHT) can be transferred to other Declarant owned land in the project subject to Planning Department approval.

Lot 10 remains responsible for its share of Common Expenses as described in Paragraph 1 of the Second Amendment to CCRs.

LESSOR:		LESSEE:

RAF PACIFICA GROUP - REAL ESTATE		INOGEN, INC.,
FUND IV, LLC,		a Delaware corporation
a California limited liability company

		By:	/s/ Scott Wilkinson
By:	/s/ Steven C. Leonard		Scott Wilkinson, President
	Steven C. Leonard, Manager

APG HOLLYWOOD CENTER, LLC,		By:	/s/ Alison Bauerlein
a California limited liability company			Alison Bauerlein, Secretary


By:	K Associates,
	a California general partnership
	Its: sole and Managing Member

	By:	/s/ Michael B. Kaplan
	Name:	Michael B. Kaplan
	Its:	Managing General Partner

APG AIRPORT FREEWAY CENTER, LLC,
a California limited liability company

By:	K Associates,
	a California general partnership
	Its: sole and Managing Member


	By:	/s/ Michael B. Kaplan
	Name:	Michael B. Kaplan
	Its:	Managing General Partner

1007298.05/OC
372221-00003/4-9-14/JRP/crm	-1-

4268461v2 / 100550.0042


	2016-0015804

RECORDING REQUESTED BY	Recorded	REC FEE	24.00

CHICAGO TITLE	Official Records

	County of	CONFORMED COPY 2.00

	Santa Barbara

RECORDING REQUESTED BY	Joseph E. Holland

AND WHEN RECORDED MAIL TO:	County Clerk Recorder

		XR

	08:00AM 05-Apr-2016	Page 1 of 4
Santa Barbara Realty Holding Company, L.L.C.
c/o SARES Regis Group
996 S. Seaward Avenue
Ventura, CA 93001
Attention: Mr. Russ Goodman

By:	SRG Santa Barbara,
	a Delaware limited liability company,
	Management Member

By:	Hagestad Enterprises,
	a California general partnership,
	its Operating member

By:	Hagestad Management Company,
	a California corporation,
	its Managing General Partner

By:	/s/ Russell A. Goodman
	Russell A. Goodman
	Its:	Vice President

RECORDING REQUESTED BY
CHICAGO TITLE
	2014-0016612


RECORDING REQUESTED BY	Recorded	REC FEE	46.00

AND WHEN RECORDED MAIL TO:	Official Records

	County of	CONFORMED COPY 2.00

	Santa Barbara

Santa Barbara Realty Holding Company, L.L.C.	Joseph E. Holland

c/o SARES Regis Group	County Clerk Recorder

996 S. Seaward Avenue		XR

Ventura, CA 93001	08:00AM 15-Apr-2014	Page 1 of 8

Attention: Mr. Russ Goodman

DECLARANT	SANTA BARBARA REALTY DEVELOPMENT, L.L.C.,
	a Delaware limited liability company

State of California )
County of________________________)

On________________________________,	before me,	,
		(insert name of notary)

RECORDING REQUESTED BY
CHICAGO TITLE	2014-0016611

RECORDING REQUESTED BY	Recorded	REC FEE	40.00

AND WHEN RECORDED MAIL TO:	Official Records

	County of	CONFORMED COPY 2.00

	Santa Barbara

Santa Barbara Realty Holding Company, L.L.C.	Joseph E. Holland

c/o SARES Regis Group	County Clerk Recorder

996 S. Seaward Avenue		XR

Ventura, CA 93001	08:00AM 15-Apr-2014	Page 1 of 6

Attention: Mr. Russ Goodman


State of California
County of		Ventura		)

On	April 10-2014			before me,	Patti Burbach Notary Public
					(insert name and title of the officer)

personally appeared			Russell A Goodman who proved to me on the basis of satisfactory evidence to be the person(s) whose



WITNESS my hand and official seal.

Signature	/s/ Patti Burbach	(SEAL)

RECORDING REQUESTED BY

CHICAGO TITLE	2013-0077957


RECORDING REQUESTED BY	Recorded	REC FEE	57.00

AND WHEN RECORDED MAIL TO:	Official Records

	County of	CONFORMED COPY	2.00

	Santa Barbara

Santa Barbara Realty Holding Company, L.L.C.	Joseph E. Holland

c/o SARES Regis Group	County Clerk Recorder

996 S. Seaward Avenue		AL

Ventura, CA 93001	08:00AM 13-Dec-2013	Page 1 of 15

Attention: Mr, Russ Goodman

RECORDING REQUESTED BY
CHICAGO TITLE
	2011-0069878


RECORDING REQUESTED BY	Recorded	REC FEE	57.00

AND WHEN RECORDED MAIL TO:	Official Records

	County of	CONFORMED COPY	2.00

	Santa Barbara

SARES Regis Group