EX1A-6 MAT CTRCT 11 modvans_ex0603.htm EQUIPMENT FINANCE AGREEMENT

EXHIBIT 6.3

DocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B 1270CF9AD A R R cont r acts. STANDARD INDUSTRIAL/COMMERCIAL SINGLE - TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI - TENANT BUILDINGS) 1. Basic Provisions ( ' 'Basic Provisions"). 1.1 Parties. This Lease ("Lease"), dated for reference purposes only February 15 , 2 0 2 3 , is made by and between -- 2lQ._ Cons ti tution Avenue, LLC ("Lessor") and Modvans, Inc. , a Delaware corporation ("Lessee"), (collectively the "Parties," or individually a "Party"). 2. Premises: That certain real property, including all improvements therein orto be provided by Lessor under the terms of this Lease, commonly known as (street address, city , state, zip): 5 3 0 Constitution Avenue, Camarillo, CA 93012 ("Premises"). The Premises are located in the County of Ventura , and are generally described as (describe briefly the nature of the property and, if applicable, the "Project, " if the property i s located withinaPmject) : a concrete tilt - np bnilding of approximately 22.572 sqJJare feet on a parcel of land of approximately 4 4. 301 square feet . (See also Paragraph 2) 3. Term: Five ( 5) years and One and one half (1. 5 ) months ("OriginalTerm " ) commencing March 16 . 20 23 ("Commencement Date") and ending April 30 , 2 0 2 8 ( " Expiration Date"). (See also Paragraph 3) 4. Early Pouession: If the Premises are available Lessee may have non - exclusive possession of the Premises commencing upon mutual execution and delivery of the lease documents, with receipt of monies outlined in 1.7(e) below and a certificate of insurance naming the Lessor as additional insured ("Early Possession I Date"). (See also Paragraphs 3.2 and 3.3 , 8 and 51 ) 1.5 Base Rent: $ 23. 00 0 . 00 per month ("Base Rent"), payable on the first (1st l day of each month commencing April 1 . I 2ll..2.3 . Note the 1st half of Base Rent for April 1 - 15 , 2023 is prepaid as provided in 1.6 ( a) below ; the 2nd half ofDase Rent , namely $11,500.00 for April 16 - 30 , 2023 sl1all he due on April 1. 2023. In addition to said Base Rent tl1e NNN Fees of $2,935.00 for the month of April 2023 shall be due on April 1 , 2023. The Base Rent for August 2023 shall he abated , however the Net e_harges are not abated. (See also Paragraph 4) G2l If this box is checked, there are provisions i n this Lease for the Base Rentto be adjusted. See Paragraph 5 1 - - 1.6 Base Rent and Other Monies Paid Upon Execution: Association fees: $0. 00 forthe period _ (a) BaseRent: $23,000.00 fortheperiod March 16 - 31 and April 1 - 15.2023 (b) Security Deposit: $ 92, 75 4 • 00 ("Security Deposit"). {See also Paragraph S) (c) (d) Other: $2,935.00 for NNN Fees for the period March 1 - 30 , 2023 . Estimated NNN Fees Lessor's Agent Shaun Bieniek License No. 013 7 45 62 is (check one) : [;z the Lessor's Agent (salesperson or broker associate); or D both the Lessee's Agent and the Lessor' s Agent (dua I agent). Lessee's Brokerage Firm Lee and Associates Lessee and Lessor (dual agent). Lessee's Agent Brett Saunder s License No. License No. 011918 98 ls the brokerof(check one): the Lessee; or D both the 01 9 910 11 is (check one): bl1 the Lessee's Agent {salesperson or broker associate); or D both the Lessee ' s Agent and the Lessor ' s Agent (dual agent). (b) Payment to Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a of $2,935.00 are due monthly and are subject to adjustment . (e) Total Due Upon Execution of this Lease: $118 , 68 9 . 00 7. Agreed Use : warehouse. distribution. production . modification . customization . storage. and distribution of ModVans brand Class B RVs/campervans which are built using a Ford Transit chassis and related legal uses . (See also Paragraph 6) 8. Insuring Party. Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8} 9. Real Estate Brokers. (See also Paragraph 15 and 25) (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) " ): Lessor's Brokerage Firm IPA Commercial Real Estate Services License No. 0 12 4 2 0 3 3 Is the broker of (check one) : the Lessor; or D both the Lessee and Lessor (dual agent). separate written agreement i 0F4 - theFe i s Ra such ----- - 9f - ---- - tai - 8 for the brokera11e services rendered by the Brokers. 10. Guarantor . The ob l igations of the Lessee under this Lease are to be guaranteed by NONE 11. Attachments . Attached hereto are the following, all of which constitute a part of this Lease: an Addendum consisting of Paragraphs 51 through 5 4 - - D a plot plan depicting the Premises ; ("Guarantor") . (See also Paragraph 37) r is LS © 2019 AIR CRE. All Rights Reserved. STN - 27 . 30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page lof 16

 
 

© 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 2 of 16 DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD D 3 current set of the Rules and Regulations; D 3 Work Letter: other(specify): 55. Rent Adjustments, 56 . Option to Extend, Agency Disclosure 2. Premises. 1. Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, 3 nd 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 diffe rent. NOTE: l.li!sse e is advised to 11e rify the actua I size prior to executing th is l.li!ase. 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.l(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"l, 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 shal I be as follows: (i} 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such 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. 3. Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time t,at each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications whicr may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use {see Paragraph 50), or to any Alterations or Utility Installations (a:s deft ned in Paragraph 7 .3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses af the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non - compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non - compliance with this warranty within 6 months following the Start Date, correction of th at non - comp Ii an ce shall be the o bligation of Lessee at Lessee's sole cost and expense. If the Ap plicable Requirements a re 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 phy,;ical 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 sue h 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 rl!cl!ipt of L!! sl!e's tl!rmination notice that Lessor has elected to pay the difference bl!twe1m th!! actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a 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 or if lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such 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 Capita I Expenditures are intended to apply only to non - voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use 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. 4. Acknowledgements. Lessee acknowledges that: (a)it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or 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. 5. Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 sha!! be of no force or effect if immediately prior to the Start Date Lessee 1 f Ci - - - LS

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD was the owner or occupant of the Premises. In sue h event, Lessee sha 11 be responsible for any nece ssa ry corrective work. 3. Term. 1. Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 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 shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3. Delay In Possession. Lessor agrees to use commercially reasonable efforts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such fai I u re affect the va Ii dity of this Le a se or cha nge the Ex piration Date. Lessee sh a 11 not, however, be ob I igated to pay Rent or perform its other obligations unti I Lessoi delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed sha II run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If pas.session is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not deIivered within 120 days after the Com meneement Date, th is Lease shall terminate un I ess other agreements a re reached between Lessor and Lessee, in writing. 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 shal I occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 1. Rent Defined. Al I monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 2. Payment. Lessee shal I cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shal I 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. Acceptance of a peyment 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 and Lessor, at its option, may require all future Rent be paid by cashier's check. 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 4 i AnD,iatiDn 1111 , In addition t11 th11 lla,11 Rant, Llli,1111 ,hall pay to 1.a,,11r 11a,h n:111nth an an:111unt ll'IUil to an>/ 11111n11r ' , a&&11,iati11n or ,ond11n:1inh1n:1 f.all i l11><i11d 11r a"11"11d ag;ain&t tl:l11 PPlln:ii,11 , 5aid n:111ni11, ,hall la paid at tho ,an:iotin:io and iR tho nn:111 n:1ann11r a, th11 lla,11 R11n t 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 Les.see 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. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Les.sor 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, 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 requlred to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shal I 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 LI EU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 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 wi 11 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 shal I include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shal I mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in com bi nation with other materials expected to be on the Premises, is either: (i) Gr. ::• ;.j,riom """" publ;, h ld,, ... on,,lfare, "'"amri m••< o, n : · • t r ; ,_, © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 3 of 16 o, momm""' "' ""'.,..mme•,al ,..horny, o, (i; a ) baoi,

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 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 Iimited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts 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 groJnd 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 per.ions 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 cour.ie 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 Reimrtable 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 immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall 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, or any third party. (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 Substa nee brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall ha e 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, caneeIIation or release agreement entered inta by Lessor and Lessee shaII release Lessee frum 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, relmbur.ie and hold Lessee, its employees and fender.i, harmless from and against any and all environmental damages, induding 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 negIigence or wi Ilfu I 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 re11som1ble 11ccess to the Premises 11t re11son11ble times in order to c11rry out Lessor's investig11tive 11nd remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.l(e)) occur.i 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 l.l!ase 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 Substa nee 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, 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. 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 engineer.i 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. 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. The cost of any such inspections shall be paid 'cl'/ Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.l(e)) is found to exist or be imminent, or the inspection is requested or ordered by a © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 4 of 16 Ci - - - LS 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

 
 

© 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 5 of 16 DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 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 for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor wil I 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. 7. Maintenance; Rli!pairs; Utility lnstallations;Trade Fixtuni!s and Alterations. 1. Leuee's ObI igations. (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 repair.; 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, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewallcs 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.l(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 ofother 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 obligat, ons 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 11S% of the cost thereof. (d) Rli!placement. Subjectto 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.l{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 Les.see shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on whidh Base Rent is due, an amount equal to the product of multi plying 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. 1. 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. 2. Utility Installations; Trade Fixtures; Alterations. (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, plum bing, and fencing in or on the Premises. The term "Trade Fixtuni!s" 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 electrkal, 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 TItie 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 one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 1SO% of the estimated cost of such Alteration or UtiIity Installation and/or upon Lessee's posting an additionaI Security Deposit with Lessor. (c) Liens; Bonds. Lessee shal I 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 shal I, 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 1SO% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects G r:·;,,.. s, cha<tioo, ,halpay _, ...._. f uH d ! , , . E t

 
 

© 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 6 of 16 DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 4. Ownership; Removal; Surnrnder; and Rli!storation. (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} Rli!moval. 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. (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 dean 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.l(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 Sta rt 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 completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) 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 2 6 below. 8. Insurance; Indemnity. 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 B.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 ofan invoice. 2. Liability lnsuranee. (a) Carried by Lli!ssee. Lessee shall obtain and keep in force a Commercial Genera I Liability policy of insura nee protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance 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 I $ 2,000,000 1,QQQ)Qgg per occurrence with an annual aggregate of not less than $ 4,000,000 ;!,QQQ,QQQ . Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's " Additional lnsured - Man.,gers or Lessors of Premises" Endorsement. The policy shal I 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 ol 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 Lli!ss.or. Lessor shall malntain liability insurance as described in Paragraph B.2{a}, in addition to, and not in lieu of, the insura nee required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 3. Property Insurance - Building, Improvements and Rli!ntal Value. (a) Building and lmpllM!ments. 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 a II 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, demoIi tion, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shal Ialso contain an agreed valuation provision in lieu of any coinsura nee 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 deduct; ble clause, the deduct; ble amount shall not exceed $S,OOO per occurrence, and Lessee shal I be liable for such deductible amount in the event of an Insured Loss. (b} Rli!ntal 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 Valu e insurance"} . Said insurance shal I contain an agreed valuation provision in lieu of any coinsura nee 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 ln the event of such loss . (c) Adjacent Premises . If the Premises are part of a larger bui Iding, 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 bui Iding or buildings if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises . 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 shal I be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (bl 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 attn butable to all peri Is 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 lnsura nee 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 S.S. (d} No Rli!presentation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD adequate to cover Lessee's property, business operations or obligations under this Lease. 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 cancel able 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 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 mainl:llin the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 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. 7. Indemnity. Except for Lessor's gross negligence or willful misconduct, Les.see 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, attorney.,' 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.B uemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shal I be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Les.see, 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 feilure 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 insura nee policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph B. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein wil I 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 do es not maintain the required ins ura nee and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then eKisting 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 Defa uIt or Breach with respect to the faiIu re to mainta in such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction. 1. Definitions. (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 the date of the damage or destruction . Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total . (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 the date of the damage or destruction . Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total . (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 P ; aragraph 8 . 3 (a ), irrespective of any deductible amounts or cove rage Iimits invoIved . (d) "Replacement Cost" shall mean the cost to repair or rebuild the improve ments owned by Lessor at the ti me 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 Substa nee Condition" s ha 11 mean the occurrence or discovery of a condition involving the presence of, or a contam ination by, a Hazardous Su bsta nee, in, on, or under the Premises which requires restoration. 1. Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shal I, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect: provided, however, that Lessee 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 (eJi:Cept 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 ava iIable, Lessor shall have no obligation to pay for the shortage in insura nee 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 ful I 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 shal I remain in full force Gf .'" - - ( ;; ) ha, e ,h;, W """';"am 30 a_,. <h ,..... Le - shall ""' e - m•M m,., fuOO, mo<ribwed by ' - "" ID""""' d, © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 7 of 16 LS IA

 
 

LS © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 IA Last Edited: 2/15/2023 4:21 PM Page Bof 16 DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD damage or destruction. Premises Partial Damage due to tlood or earthquake shall be subject to Paragraph 9.3, notwithstandi 1g that there may be some insurance coverage, but the net proceeds of any such insura nee shall be made available for the repairs if made by either Party. 3. Partial Damage - Uninsured Lass. 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 shal I continue in full force and effect, or (ii) terminate this I.ease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shal I be effective 60 days fol lowing 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 shal I 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 shal I terminate as of the date specified in the termination notice. 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.S 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, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option a!ld (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 assura nee 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 assura nee during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be exti nguished. 9.6 Abatli!ment af Rent; Lessee's Remedies. (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, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no I iability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b} Rli!medies. 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 ti me 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 day., 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 l . l!ssor . 10. Real Property Taxes. 1. Definition. As used herein, the term "Rli!al 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. 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 shal I pay Lessor, upon demand, such additional sum as is necessary. Adva nee 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. 3. Joint Assessment. If the Premises are not separately assessed, l.l!ssee's liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax pa reel 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. 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 shal I 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 day., after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. 11.1 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 ri. C,..,.d Q : • f u ""l'od m b;lled. Th• shall be ,o ababam""' of"""'"' te;= shall wh""' 'm,"" ;,ad,q""'f, .., ..... ;,,. pm, m

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 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. 11.2 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, rating5, and/or the reporting thereof. 12. Assignment and Subletting. 1. Lessor's Consent Required. (a) lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Les.see is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shal I constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% 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 buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the ti me of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this 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 consent shall, at lessor's option, be a Default curable after notice per Paragraph 13.l(d), or a non - curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a non - curable 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. Fu rt her, in the event of such Breach and rental adjustment, {i) the purchase price of any option to purchase the Premises held by Lessee shal I 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 Ii mited 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 ti me 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. 2. Terms and Conditions Applicable to Assignment and 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. (b) Lessor may accept Rent or performance of Lessee's obiigations from any person other than lessee pending a pprova I or disap provaI 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 remedie s for Lessee's Defau It or Breach. (c) Lessor's consent to any assignment or sub I etting shall not constitute a consent to any subseq uent assignment or su bl etti ng. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any G uara ntors or anyone else respon sible 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 responsib I e therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an as.sijlnment or sublettinll 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 Ii mited to the intended use and/or required modification of the Premises, if any, together with a fee of $SOO 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 speciftcally 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) 2. 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 al I 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 unti I 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 outsta nding obiigations any such excess sha II be refunded to Lessee. Lessor sha II 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 Brea ch exists, notwit hstanding any dai m 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 su blessor under such sublease from the ti me of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shal I 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 Les.see for any such Defaults cured by the sublessee. a c• - hm - . LS © 2019 AlR CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 9 of 16

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD LS © 2019 AlR CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 10 of 16 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; the vacating of the Premises prior to the expiration or termination of this Lease 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: or failure to deliver to Lessor exclusive possession of the entire Premises in accordance herewith prior to the expiration or termination of this Lease. (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 fulfil I any obligation under this Lease which endanger.; 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 OFA 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 of3 business days following written notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second ti me then, the Lessor may elect to treat such conduct as a non - curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable 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 (ixl 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.l(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 sald 30 day period and th ereafter 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 atthe Premises or of Lessee's interest in this lease, where possession is not restored to Lessee within 30 day.,: 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 Ma Guarantor's breach of its guaranty obligation on an anticipatory basis, and kessee'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 ti me of execution of this Lease. 2. Remedies. If lessee fails to perform any of its affirmative duties or obligations, within 10 day., 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 l..l!ase sha II 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 ti me 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 shal I not waive Lessor's right to recover any damages to which Lessor is otherwise entit I ed. If termination of this Lease is obtained through the provisionaI remedy of unlawfuI detainer, Lessor sha 11 have the rig ht 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 13.1was 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 13.1and the unlawful detainer statute shall run concurre ntly, and the fa ii ure of Lessee to cure the DefauIt within the greater of the two such grace periods shall constitute both an unlaw fuI 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, shal I 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 l.l!ase and/or the termination of Lessee's right to possession shall not relieve l.l!ssee 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 DS + -

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD concessions are hereinafter referred to as "Inducement Provisions," shall be deemed conditioned upon Lessee's full and faithful performance of a.II of the terms, covenants and rondi tions of this Lease. Upon Brea.ch of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or pa.id by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Brea.ch by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact a.mount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and a.ccountin charges, and late charges which may be imposed upon Lessor by any Lender. Acrordi ngly, 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 ea.ch 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. Acee pta.nee of such late charge by lessor shalI in no event constitute a wa. iver of Lessee's Defa uIt or Brea.ch 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.S Interest. Any moneta.ry pa.yme nt due Lessor hereunder, other than Iate charges, not received by Lessor, when due s hal I bear inte rest 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. 13. 6 Brea ch by Lessor. (a) Notice af Breach. Lessor sha II not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by l..i!ssor. For purposes of this Para.graph, 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, th at if the nature of Lessor's o bliga.tion is such th at more than 30 days a re reasonably required for its performance, then Lessor sha 11 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 af Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having com menced said cu re they do not di Iigently pursue it to compIe tion, then Lessee ma.y e Iect to cu re 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 sup ply said documentation to Lessor. 14. Condemnation. If the Premises or any portion thereof a re ta ken under the power of emi nent domain or so Id under the threat of the exercise of sa.id 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 ta.ken 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 ta.king (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 ful I 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 ca.used by such Condemnation. Condemnation awards and/or payments shall be the property of lessor, whether such award shal I be made as compensation for diminution in value of the leasehold, the value of the pa.rt ta.ken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation pa.id by the condemnor for Lessee's relocation expenses, loss of business goodwi II 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 ma.de 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 termi na.ted by reason of the Condemnation, lessor shall repair any damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 1S.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: {a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. The provisions of this paragraph a.re intended to supersede the provisions of any earlier agreement to the contrary. 1S.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Para.graphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any a.mounts due as and for brokerage fees pertaining to this Lease when due, then such a.mounts shall accrue Interest. In addition, if Lessor fails to pay any a.mounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the Iimited purpose of rollec ting any brokera.ge fee owed. 1S.3 Representations and lndem niti es of Brok!! r Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dea.Iings 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 harm less 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 indem nifyi ng Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. 16. Estoppel Certificates. (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 [ © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 11 of 16 h> ;, "'• Requooti"" Party, pe,furma . aOO OHi • ' ƒ "'";,<he r : [F ' mo """""" ,rth's "' has bem pa• ;, adhra . LS IA

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 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 ra ilure 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 rail to execute and/or deliver a requested Estoppel Certificate in a timely rashion 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 for remainder of the Lease. 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 shal I be received by Lessor and such lender or purchaser in confide nee and sha 11 be used only for the purposes herein set forth. 17. Definition oflli!ssor. The term "Lli!sMJr" 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 Dep osit, 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 o bligation s and/or covenants in this Lease to be performed by the Lessor shaII be binding only upon the Lessor as herein above defined. 1B. Sewrability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 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 l.l!ssee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Ti me of Essenee. Time is of the e ssence with respect to the performance of aII obligations to be performed or observed by the Pa rties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contem pora neous agreement or unde rstanding sh a 11 be effective. Lessor and Lessee ea ch represents and warrants to the Brokers th at it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, qua Iity and cha racter of the Premises. Brokers have no responsi bility with respect thereto or with respect to any de fau It or b·ea ch hereof by either Party. 23. Notices. 1. Nirtice Rli!quini!ments. All notices required or permitted by this Lease or applicable law shall be in writing and ma • 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 shal I be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 2. Dab! 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 a er thesame 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 shal I 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 next business day. 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. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee 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 esto ppel 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 ti me of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HER EBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH TH IS LEASE. 25. Disclosures Regarding The Nature of a Real Estab! Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows: {i) Lessor's Agent . A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor : A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (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 m _, m efthe, Imm"'" © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 12 of 16 [: m. tl,e Fam . An..,.,;, ,m 000_., """• r :s r• - - ; d ƒ "'"'"'""wh<hd oo< ; """'"

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD affirmative duties set forth above. lii) 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 I'll rty any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Bath Lessor and Lessee . A real estate agent, either acting directly or through one or more associate licensees, 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 I'll rty ; 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 reIieve a Lessor or Lessee from the responsibiIity to protect their own interests. Lessor and Lessee shouId carefully read aII 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. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The I'll rties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 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. At or prior to the expiration or termination of this Lease Lessee shall deliver exclusive possession of the Premises to Lessor. For purposes of this provision and Paragraph 13.l(a), exclusive possession shal I mean that Lessee shall have vacated the Premises, removed all of its personal property therefrom and that the Premises have been returned in the condition specified in this Lease. In the event that Lessee does not deliver exclusive possession to Lessor as specified above, then Lessor's damages during any holdover period shall be computed at the amount of the Rent (as defined in I'll ragraph 4.1) due during the last full month before the expiration or termination of this Lease (disregarding any temporary abatement of Rent that may have been in effect), but with Base Rent being 150% of the Base Rent payable during such last full month. Nothing contained herein shal I 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 sha II 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 l'i!rties hereto concerning this Lease shall be initiated in the county in which the Premises are located . Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding . 30. Subordination ; Attornment ; Non - Disturbance . 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. l..l!ssee agrees that the holders of any such Security Devices (in this Lease together referred to as "l.l!nder") 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, notwit hstanding the relative dates of the documentation or recorda tion thereof. 2. Altom ment. In the event that Lessor transfers tit Ie to the Premises, or the Premises are acq uired by an0ther upon the foreclosure or termination of a Security Device to which th is Lease is subordinated (i) Lessee s ha 11, subject to the non - disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing a 11 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. 3. Non - Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this I.ease 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 ofthe 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, if requested by Lessee, 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 © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 13 of 16 to negotiate for the execution and delivery of a Non - Distu r ba nee Ag reemen t. Ci - - - LS

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 30 . 4 Self - Executing . The agreements conrained 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 . 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by com promise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shal be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at an)' time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, Jsing and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no materia Iadverse effect on Lessee's use of the Premises. All such activi ties sha 11 be with out abatement of rent or Iia bility to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any srandard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must com ply with a II Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary b written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expl'"nses (including but not Iimited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by LE - ssee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detai I within 10 business days following such request. 37. Guarantor. 1. Execution. The Guarantors, if any, shall each execute a guaranty 1n the form most recently published by Al R CRE, and each such Guarantor shall have the same obligations as Lessee under this Lease. 2. Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect . 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted any Option, as defined below, then the following provisions shall apply. 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. 2. Options Per1o0nal 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 and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no lnte ntion of th ere after assigning or sub Ie tting. 3. Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 4. Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (bl The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithsra nding Lessee's due and timely exercise of the Option, if, after such exercise pooc G!,G ls © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 14 of 16 [ ro""' oomm - m of""' """"'"' mrm o, etirm of<he r o pay .,,.lo, • period of 30 days afte, h ,_ b•oom,,s doe

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD (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 malu! 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, contractor.; 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 here by acknowledges th at the Rent payable to Lessor hereu nder does not inc I ude 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 ti me, 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 shal I 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 shal I be deemed to have waived its right to protest such payment. 44. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, 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 shal I 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 modificati:m. 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 UEASE. 49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease [7 is attached to this Lease. is not 50. Accessibility; Americans with Disabilities Act. (a) The Premises: 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 ti me and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to oorrect violations of construction - related accessibility standards within the premises. D have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met al I applicable construction - related accessibility standards pursuant to California Civil Code † SS.51 et seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executing th is Lease and agrees to keep sueh report confiden tia I. I have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet al I applicable construction - related accessibility standards pursuant to California Civil Code † SS.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 accessibi I ity 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, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that (i ' ..... . PMm; , ...,.; mo,fifi ti•as add;,.,, ""h• P,.m ; r a :• e mpl;,. ,.;,h ADAo, o<hN"'"'""'"' - '"""".. , .. © 2019 Al R CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 15 of 16 LS IA

 
 

DocuSign Envelope ID: 32EB626A - A162 - 4BBF - 92C0 - 95B1270CF9AD 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 : 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE . 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES 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 atthe place and on the dates specified above their respective signatures. r is LS © 2019 AIR CRE. All Rights Reserved. STN - 27.30, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4:21 PM Page 16 of 16 Executed at: On : 2/15/2 0 2 3 - - Executed at: On : 2/15/ 20 2 3 - - By LESSOR: 530 Constitution DocuS igned by: Avenue, LLC By: A M lvoss Na m S e 6 !i F F B @w &ross Tit l e: Manager Phone : ( 8 D 5 ) 2 5 9 - 67 63 Fax: _ Email: j cross4@cox.net By: Name Printed: _ Title: Phone: Fax: Email: _ _ _ _ Address: 253 Los Alamos Ave . Santa Barbara. CA 93109 Federal ID No.: _ By LESSEE : Modvans, Inc., a Delaware corporation By : Ip Joc;;;g :: : Na rl.J;: \ i! E t, ta r J. Tez za Title: Chief Executive Officer Phone: 8 05 - 70 2 - 7 8 4 0 Fax : _ Email: pj @modvans.com DocuSigned by: By: /,.writ, tYJ")lt Nam & !:i F f, \ !)l; L . Tezza Title: D i rector of Operations Phone: (805) 856 - 6336 Fax: _ Email: laurie@modvans.com 2/15/2023 Address: Federal ID No. : _ BROKER IPA Commercial Real Estate Services Attn: Shaun Bieniek Title: Vice President Blvd .• Address: 2011 Ventura Camarillo. CA 93010 Phone : (8 0 5 ) 3 0 4 - 9 5 3 3 Fax: _ Email: Shaun@ipa 7 6. com Federal ID No.: --- - Broker DRE License#: 0 12 4 2 0 3 3 Agent DRE License II: 0 13 7 4 5 6 2 BROKER Lee and Associates Attn: Brett Saunders Title: Principal Address: 5 7 07 Corsa Avenue. Suite 2 00 Westlake Village. CA 91362 Phone: ( 818) 419 - 8 961 Fax : _ Email : bsaunders@lee - re.com Federal ID No.: --- - Broker DRE License II : 011 918 9 8 Agent DRE License ti : 0 1 9 91 011 AIR CRE * https://www.aircre.com * 213 - 687 - 8777 * contracts@aircre . com NOTICE: No part of these works may be reproduced in any form without permission in writing.

 
 

DocuSign Envelope ID: 32EB626A - A162 - 4BBF - 92C0 - 9581270CF9AD r is LS © 2017 AIR CRE. All Rights Reserved. ADD - 1.03, Revised 10 - 22 - 2020 Last Edited: 2/15/2023 4 : 21 PM Page 1 of 2 A RC R - COl'lt"acts. ADDENDUM TO LEASE Date: February 15, 2023 By and Between Lessor: Lessee: 530 Constitution Avenue, LLC Modvans, Inc., a Delaware corporation Property Address: 530 Constitution Avenue, Camarillo, CA 93012 (street address, city, state, zfp) Paragra ph : 51. Staging - Lessee shall be allowed to stage its eg:uipment in a mutually agreed upon portion of the warehouse as part of their early occupancy. Lessee shall cooperate with the Lessor to move any staged equipment to allow the Lessor to replace the warehouse lights. Lessee shall provide evidence of insurance naming Lessor as additional insured (see Paragraphs 51.(a l and 51.(b l below). Paragraph: 51. (a) Insurance - as to any paragraph in this Lease pertaining to any insurance requirement(s) regarding Lessee, general contractors and/or subcontractors, Lessor shall be added to any required insurance policy as follows: 530 Constitution Ave., LLC Llllian Cross - Symanek (Manager) John Cross (Manager) Llllian Cross - Szymanek as an Individual John Cross as an Individual In addition, the Policy Limits for any policy held by Lessee shall be a minimum of $2 million per occurrence/$4 million aggregate. Paragraph: 51. (b) Insurance - as to Paragraph 54 or any other Paragraph referring to Lessee making improvements to the Premises: see paragraph 51. (a) for insurance requirements. Additionally, any general contractor and/or subcontractors used by Lessee shall show proof of Liability and Workers Comp insurance and proof that Lessor has been added to these policies. I Paragraph 52. Racking - The racks will be left in place and as part of the consideration of this lease shall become the property of the Lessee. Upon termi.uation of this lease all the racks shall be removed. As racks are removed the bolts shall be sheared off and ground down below the concrete and the hole shall be filled with a hardened epoxy and sanded flaL I Paragraph 53. Lessor Work - I Lessor shall preform the following work subject to Lessee's full cooperation, by April 30, 2023. a. The front offices shall he painted and new vinyl flooring installed. Lessee will choose colors within the building standard finishes. The offices in the warehouse area shall be delivered in their current condition. h. Warehouse lights replaced with new LED lights. c. Picnic tables shall he left in place and as part of the consideration of this lease shall become the property of the Lessee. d. Electrical in the Premises shall be safely terminated at junction boxes, in good working order and any electrical drops not utilized will be coiled up and hung from the ceiling.

 
 

OocuSign Envelope ID: 32E8626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD Paragraph 54. Lessee Work - Lessee shall have the right, at its sole cost and expense, to make improvements to the Premises (with Lessor's approval) which shall include, but not be limited, to the following: 1. Paint the Premises' interior including warehouse . 2. Epoxy the warehouse floor. 3. Extend the office area . 4. Fence loading area similar to neighbors. 5. Service heaters in the warehouse so they are in working condition. 6. Replace the warehouse office flooring. LS © 2017 AIR CRE. All Rights Reserved. ADD - 1.03, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page 2 of 2 In the event of any conflict between the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall control. AIR CRE * https://www.aircre.com * 213 - 687 - 8777 * contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. Ci - - -

 
 

M,n:cb J ' 2024 S23.920,00 March 1, 2025 $24,877.00 March 1, 2026 $25,872.00 March 1' 2027 $26,907.00 March 1, 2028 $27,983.00 DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD AIRCR! CC l1':iC!:i RENT ADJUSTMENT(S) (ORIGINAL TERM) STANDARD LEASE ADDENDUM Dated: February 15, 2023 By and Between Lessor: Lessee: 530 Constitution Avenue, LLC Modvans, Inc., a Delaware corporation Property Address: 530 Constitution Avenue, Camarillo, CA 93012 (street address, city, state, zip) Paragraph: ,.5. 5.. The monthly Base Rent during the Original Term of the Lease shall be increased by using the method(s) selected below (check method(s} tobe used ond fill in oppropriotely): Consumer Price Index. a. The monthly Base Rent shall be increased on and every months thereafter during the Original Term ("CPI Increase Date(s)") commensurate with the increase in the CPI (as herein defined} determined as follows: the monthly Base Rent scheduled for the first month of the Original Term shall be multiplied by a fraction the denominator of which is the Base CPI (as herein defined), and the numerator of which is the Comparison CPI (as herein defined). The amount so ca I culated sha 11 constitute the new Base Rent until the next CPI Increase Date, but in no event shall any such new Base Rent be less than the Base Rent for the month immediately preceding the applicable CPI Increase Date. b. The term '"CPI"' shall mean the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (se/ecl one): D CPI W (Urban Wage Earners and Clerical Workers) or n CPI u (All Urban Consumers), for I.fill in Urban Area): or I thearea in which the Premises is located, AH Items (1982 - 1984 = 100). The term "Comparison CPI" shall mean the CPI of the calendar month which is 2 full months prior to the applicable Original Term CPI Increase Date. The term "Base CPI" shall mean the CPI of the calendar month which is 2 full months prior to the Commencement Date of the Original Term. c . If the compilation and/or publication of the CPI is transferred to another governmental department, bureau or agency or is discontinued, then instead the index most nearly the same as the CPI shall be used to calculate the Dase Rent increases hereunder . If the Parties cannot agree on such alternative index, then the matter shal I 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, with the cost of such arbitration being paid equally by the Parties . n II . Fixed Percentage. The monthly Base Rent shall be increased on and every months thereafter during the Original Term ("Percentage Increase Date(s)") by percent ( %)of the monthly Base Rent scheduled to be paid for the month immediately preceding the applicable Percentage Increase Date. Ill. Fixed Rental Adjustment(s) ("FRAH). The monthly Base Rent shall be increased to the following amounts on the dates set forth below: On (fi!l in FRA Adjustment Date{s)): The new Base Rent shall be: BROKER'S FEE: For each adjustment in Base Rent specified above, the Brokers shall be paid a Brokerage Fee in accordance with paragraph 15 of the Lease or ii applicable, paragraph 9 of the Sublease. AIRCRE * Ci - - - LS © 2017 AIR CRE. All Rights Reserved. RA - 8.00, Revised 10 - 13 - 2022 Last Edited: 2/15/2023 4:21 PM Page 1 of 2

 
 

OocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD NOTICE: No part of these works may be reproduced in any form without permission in writing. Ci - - - LS © 2017 AIR CRE. All Rights Reserved. RA - 8.00, Revised l0 - 13 - 2022 last Edited: 2/15/2023 4 :21 PM Page 2 of 2

 
 

DocuSign Envelope ID: 32E8626A - A 162 - 4BBF - 92C0 - 95B 1270CF9AD OE - 7.01, Revised 10 - 13 - 2022 Page 1 of 2 AR OPTION(S) TO EXTEND TERM STANDARD LEASE ADDENDUM Dated: February 15, 2023 By and Between Lessor: Lessee: 530 Constitution Avenue. LLC Modvans, Inc., a Delaware corporation Property Address: 530 Constitution Avenue, Camarillo, CA 93012 (street a ddre ss , c i ty, stat e, zip) Paragraph: --- 2.L OPTION(S) TO EXTEND TERM. Subject to the terms, conditions and provis i ons of Paragraph 39, Lessor grants Lessee one (1) option(s) to extend the term of the Lease ("Extension Option(s)"), with each Extension Option being for a term of sixty ( 6 0} months, commencing when the prior term expires ("Option Term(s) " ). In orde r to exercise an Extension Option _ , Lessee must give written notice of such election to Lessor and Lessor must receive such notice at least six but not more than nine months prior to the date that t he applicable Option Term would commence, time being of the essence. If timely and proper notitication of the exercise of an Extension Option is not given by Lessee and/or received by Lessor, s uch Extension Option shall automatically expire. Except as specifically modified, the terms, conditions and provisions of the Lease shall apply dur i ng Option Terms but the amount of Rent during Option Terms shall be established by using the method(s) selected below (check method(s) to be used and fill in appropriately): Consumer Price Index. During the Option Term(s) which start(s) on , the monthly Base Rent shall be increased on and every months thereafter during such Option Term(s) ("Option Term CPI Increase Date(s) " ) commensurate with the increase in the Op • tion Term CPI (as herein defined) determined as follows: the monthly Base Rent scheduled for the month immediately preceding the first occurring Option Term CPI Increase Date shall be multiplied by a fraction the denominator of which is the Option Term Base CPI (as here i n defined), and the numerator of which is t h e Option Term Comparison CPI (as herein defined). The amount so calculated shall constitute the new Base Rent until the next Option Term CPI Increase Date during the applicable Option Term, but in no event shall any such new Base Rent be less than the Base Rent for the month immediately preceding the applicable Option Term CPI Increase Date. (b) The term "Option Term CPI" shall mean 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 Clerica l Workers) or D CPI U {All Urban Consumers), for (Jill in Urban Area): o D r thearea in which the Premises is located,AII Items (1982 - 1984 = 100). The term "Option Term Comparison CPI" shall mean the CPI of the calendar month which is2 full months prior to the applicable Option Term CPI Increase Date. The term "Option Term Base CPI" shall mean the CPI of the calendar month which is 2 full months . prior to [select one): D Commencement Date of the Original Term, D start of the applicable Option Term, or D (Jill in month ) (c) If compilation and/or publication of the CPI is transferred to another governmental department, bureau or agency or is discontinued, then instead the index most nearly the same as the CPI shall be used to calculate the Base Rent i ncreases hereunder. If 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, with the cost of such arbitration being paid equally by the Parties. Ƒ ... Fixed Percentage. During the Option Term(s) which start(s) on , themonthly Base Rent shall be increased on and every months thereafter during such Option Term{s) ("Option Term Percentage Increase Date(s)") by percent ( 'lli } of the monthly Base Rent scheduled to be paid for the month immediately preceding the applicable Option Term Percentage Increase Date. [;zj lll . Fair Market Value. (a) During the Option T erm(s) which start(s) on May 1 • 2 0 2 8 , the amount of Rent shall be the amount forecasted to be the fair market rental value of the Premises during such Option Term established pursuant to the procedures, terms, assumptions and conditions set forth herein ("Fair Market Value " ); provided, however, regardless of such Fair Market Value, Base Rent during an Option Term shall not be less than the Base Rent scheduled as of when the prior term expires. Starting as of Lessee's exercise of the applicable Extension Option (but not earlier than six (6) months before start of the applicable Option Term), the Parties shall for thirty (30) days ("Negotiation Period") attempt to agree upon the Fair Market Value. If during the Negotiation Period the Parties do not agree on the Fair Market Value, then the Fair Market Value shall be established pursuant to the procedures set forth herein, which shall be binding. (b) Each Party shall, within fifteen (15) days afte r the end of the Negotiation Period, in writing submit to the other Party such Party ' s determination of the Fair Market Value ("Submitted Value(s}"). If a Party fails to timely provide a Submitted Value, then the other Party ' s Submitted Value shall be the Fair Market Value. If both Parties timely provide Submitted Values, then each Party shall, within fifteen (15) days after both Parties have exchanged Submitted Values, in writing notify the other Party of such Party ' s selected arbitrator who shall meet the qua l ifications set forth herein {"Advocate Arbitrator(s)"). Lessor and Lessee may select an Advocate Arbitrator who is favorable to such Party's position and may, p r ior to or after appointment of an Advocate Arbitrator, consult with such Party's Advocate Arbitrator. If a Party fails to timely and properly provide notice of such Party ' s chosen Advocate Arbitrator, then the other Party's Submitted Value shall be t he Fa i r Market Value. (c) If both Parties timely and properly designate Advocate Arbitrators, then such Advocate Arbitrators shall, within fifteen (15) days after their selection, choose a third (3rd) neutral arbitrator who shall meet the qualifications set forth herein ("Neutral Arbitrator " ). The Neutra l Arbitrator shall be engaged jointly by Lessor and Lessee. If Advocate Arbitrators fail to agree upon and timely appoint a Neutral Arbitrator, then the President of AIR CRE shall appoint such Neutral Arbitrator wit h in fifteen (15) days after request by either Party. If the President of AIR CRE does not timely appoint the Neutra l Arbitrator, then either Party may file G; - - 1 ,,: r;:t LS © 2017 AIR CRE. All Rights Reserved. Last Edited: Z/15/2023 4 :21 PM

 
 

DocuSign Envelope ID: 32E8626A - A162 - 4BBF - 92C0 - 95B1270CF9AD an appropriate legal action for a judge with competent jurisdiction over the Parties to appoint the Neutral Arbitrator. (d) The Advocate Arbitrators and the Neutral Arbitrator ("Arbitrator(s)") shall be duly licensed real estate brokers or salespersons in good standing in the state in which the Premises is located, shall have been active over the five (5) year period before their appointment in the leasing of properties similar to the Premises within the general real estate market of the Premises. The Neutral Arbitrator shall additionally not be related to or affiliated with either Party or Advocate Arbitrator, and shall not have previously represented in a real estate transaction a Party or anyone related to or affiliated with a Party. A I matters to be determined by the Arbitrators shall be decided by a majority vote of the Arbitrators, with each Arbitrator having one {1) vote. The Arbitrators may, as the Arbitrators determine, hold hearings and require briefs, including market data and additional information. (e) Within thirty (30) days after selection of the Neutral Arbitrator, the Arbitrators shall first determine the Fair Market value established by taking into account the terms, assumptions and conditions set forth herein ("Arbitrators' Market Value"), then decide which Party's Submitted Value is closer in monetary amount to the Arbitrators' Market va Iue ("Selected Market value"), then provide the Parties a copy of the Arbitrators' Market VaIue and finally notify the Parties of the Selected Market Value. The Selected Market Value shall be the Fair Market Value. The Arbitrators shall have no right to decide a Selected Market Value which is a compromise to (or modification of) the Submitted Values. The decision of the Arbitrators shall be binding upon the Parties. The Party whose Submitted value is not the Selected Market Value shall, within ten (10) days after the Arbitrators decide the Selected Market value, pay the fees and costs of all three (3) Arbitrators. (f) If the Fair Market Value has not been established before the start of the applicable Option Term, then Lessee shall continue to pay to Lessor rent in the amount payable for the month immediately preceding the start of such Option Term and Lessor's acceptance of such rent shall not waive, adversely affect or prejudice the Parties' right to complete establishment of the Fair Market Value or Lessor's right to collect the full amount of the Fair Market Value once the Fair Market Value is established. Lessee shal I, within ten (10) days after establishment of the Fair Market Value, pay to Lessor any deficiency in rent then due for the Option Term. Following establishment of Fair Market Value, the Parties shall, within ten {10) days after request by either Party, sign an ame"ldment to this Lease to confirm the Fair Market Value and the expiration date of this Lease, but the Parties' failure to request or to sign such an amendment shall not affect establishment of the Fair Market Value or extension of the Lease term. (g) The Arbitrators, in deciding the Arbitrators' Market Value, shall take into account rent rates, rent abatements, periodic rent increases, real property taxes, insurance premiums and other operating expenses, tenant improvement and other applicable allowances, building services, length of lease term and other factors professional real estate brokers and/or appraisers customarily consider in determining fair market rent of property in an arm's length transaction by ready, willing and able parties for space of comparable location, size, age, condition, quality, parking, visibility, view, sign age and accessibility if the Premises were marketed in a normal and customary manner for a reasonable length of time on the open market to be leased to a tenant with financial strength ar d credit worthiness comparable to Lessee and guarantors (if any) of this Lease (as of Lessee's exercise of the Extension Option) for a term comparable to the length of the applicable Option Term and used for the Agreed Use (or other reasonably com parable uses). The Arbitrators, in deciding the Arbitrators' Market Value, shall not consider as a comparable transaction any of the following: a sublease, lease assignment, lease renewal or extension; lease with a tenant that has equity, is related to or affiliated with the landlord; or a lease of space that was subject to a right of first refusal, right of first offer, expansion option or other encumbrances. The Arbitrators, in deciding the Arbitrators' Market Value, shall reduce the Fair Market Value on account of Alterations and improvements made by Lessee to the extent the cost thereof was paid solely by Lessee (in excess of any applicable improvement allowance, abated rent in lieu of improvement allowance or other consideration provided by Lessor for Lessee's improve ment of the Premises), shaII not reduce the Fair Market VaIue on account of any rea Iestate brokerage comm ission savings by Lessor, and shaII not reduce the Fair Market Value on account of deferred maintenance or repair of the Premises for which Lessee was responsible under the Lease but did not perform. L IV. Fixed Rental Adjustment(s) ("FRAH). The monthly Base Rent shall be increased to the following amounts on the dates set forth below: On (fill in FRA Adjustment Date(s)): The new Base Rent shall be: OE - 7.01, Revised 10 - 13 - 2022 Page 2 of 2 C - v. Continuation af Original Term Adjustments. The monthly Base Rent during the Option Term(s) which start(s) on shall be increased in accordance with the same formula provided in the Lease to be used to calculate increases in the Base Rent during the Original Term of the Lease. BROKER'S FEE: For each adjustment in Base Rent specified above, the Brokers shall be paid a Brokerage Fee in accordance with paragraph 15 of the Lease or ii applicable, paragraph 9 of the Sublease. AIR CRE * https://www.aircre.com * 213 - 687 - 8777 * contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. Ci - - - LS © 2017 AIR CRE. All Rights Reserved. Last Edited: 2/15/2023 4:21 PM

 
 

OocuSign Envelope ID: 32EB626A - A162 - 4BBF - 92C0 - 95B1270CF9AD AR DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill 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 that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer ' s consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either i n full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill 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 ofthe 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 that does not i n volve the affirmative duties set forth above. AGENT REPRESENTING BOTH SEUER AND BUYER A real estate agent, either acting direct l y or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty i n the dealings with either the Selleror the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer , a dual ai;ent 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 the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to accept a price less than the listing price or the Buyer ' s willingness to pay a price greater than the price offered. SELLER ANO BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own Interests. You should carefully read all agreements to assure that they adequately express your understanding of the 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. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers 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. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079 . 13 to 2079.24, inclus ive , of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OFA COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). n Buye r Ƒ Se ll e r Ƒ Lessor Ƒ Lessee - - ---------------- - Date : D Buye r Doc : uS l gned b y : □ G ( D t 2/15/2023 L e sse O . U I .. , .. M.., 'tC - ,,._Vj... _ . ( . l S . . . s .. a e : ---- - 309FFB8E5 BB 040C .. . 012 4 2 033 - = I :.: nd = - u = s - - = t = - = r " - ' i = - · a=l' --- =P' - - 'a= - 'r= - = - =k' - -- = - A" - 's""'s= - - :ao - =c' - =i= - =a= - t= - e=s - D RELic. u: Rea l Estate Broker (F i rm) D Se ll e r Lessor Agent: I By: - (S - a - l e_ s _ p _e - rs _ o _ n _ o _r_ B _ r _ o _ k _ er - - As - s _ o _ c _ ia - te ) _ Shaun Bieniek Ci - - - LS © 2019 AIR CRE. All Rights Reserved. AD - 3.01, Revised 10 - 22 - 2020 DRE Lie. II: 01374562 D• February 15. 2023 last Edited: 2/15/2023 4 :21 PM Page 1 of 4

 
 

OocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL A5 TO THE APPROPRIATENESS OF THIS FORM. Ci - - - LS © 2019 AIR CRE. All Rights Reserved. AO - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page 2 of 4

 
 

OocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079 . 13 . As used in Sections 2079 . 7 and 2079 . 14 to 2079 . 24 , inclusive, the following terms have the following meanings : (a) ''Agent" means a person acting under provisions ofTitle 9 (commencing with Section 22 . 95 ) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130 ) of Part 1 of Division 4 of the Business and Professions Code . , and under whose license a listing is executed or an offer to purchase is obtained . The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent . When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions . (b) "Buyer ' ' means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a se . ller through an agent, or who seeks the services of an agent in more than a casual, transitory , or preliminary manner, with the object of entering into a real property transaction . ''Buyer" includes vendee or lessee of real property . (c) "Commercial real property" means all real property in the state, except ( 1 ) single - family residential real property, ( 2 ) dwelling units made subject to Chapter 2 (commencing with Section 1940 ) of Title 5 , ( 3 ) a mobile home, as defined in Section 798 . 3 , ( 4 ) vacant land, or ( 5 ) a recreational vehicle, as defined in Section 799 . 29 . (d) "Dual agent" means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction . (e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property orto find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement . (f) " Seller' s agent' ' means a person who has obtained a listing of real property to act as an agent for compensation . (g) ' ' Listing price ' ' is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller ' s agent . (h) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property . (i) "Offer to purchase ' ' means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller . (j) "Real property" means any estate specified by subdivision ( 1 ) or ( 2 ) of Section 761 in property, and includes ( 1 ) single - family residential property, ( 2 ) multi - unit residential property with more than four dwelling units, ( 3 ) commercial real property, ( 4 ) vacant land, ( 5 ) a ground lease coupled with impro 1 • ements, or ( 6 ) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobile home as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131 . 6 of the Business and Professions Code . (k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase . (I) "Sell," "sale," or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985 , and transactions for the creation of a leasehold exceeding one year's duration . (m) "Seller" means the transferor in a real property transaction and fncludes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another . "Seller" includes both a vendor and a lessor of real property . (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction . 2079 . 14 . A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079 . 16 , and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079 . 15 , as follows : (a) The seller's agent, if any, shall provide the disclosure form to the seller prior to entering into the listing agreement . (bl The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer' . s offer to purchase . If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer . 2079 . 15 . In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079 . 14 , the agent shall set forth, sign, and date a written declaration of the facts of the refusal . 2079 . 16 Reproduced on Page 1 of this AD form . 2079 . 17 (a) As soon as practicable, the buyer's - agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer ' s agent, or as a dual agent representing both the buyer and the seller . This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively . (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller . This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller . (C) CONFIRMATION : The following agency relationships are confirmed for this transaction . Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): D lhe seller; or D both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number _ Is (check one}: D the Seller's Agent. (salesperson or broker associate}; or D both the Buyer's Agent and the Seller's Agehl. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number _ Is the broker of (check one): D the buyer; or D both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number _ Is (check one): D the Buyer's Agent. (salesperson or broker associate); or D both the Buyer's Agent and the Seller's Agent. (dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB - 1289, 2017 - 18 California Legislative session) 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result ofa real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically DS + - LS © 2019 AIR CRE. All Rights Reserved. AD - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page 3 of 4

 
 

OocuSign Envelope ID: 32E8626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (al A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the - seller. (b) A dual agent may not, without the express permission ofthe buyer, disclose to the seller any confidential information obtained from the buyer. (cl "Confidential information " means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (di This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (bl A lender or an auctio1 company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy, void, and unenforceable. 2079 . 24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees orto relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. AIR CRE * https://www.aircre.com * 213 - 687 - 8777 • contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. Ci - - - LS © 2019 AIR CRE. All Rights Reserved. AO - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page4 of 4

 
 

DocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B 1270CF9AD AR DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative ob li gati ans: To t h e Seller : A fiduciary duty of utmost care , inte g rity, honesty and loy a lty i n dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill 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 that does not involve the affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer ' s consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill 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 ofthe 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 that does not i n volve the affirmative duties set forth above. AGENT REPRESENTING BOTH SEUER AND BUYER A real estate agent, either acting directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only w i th the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty i n the dealings with either the Seller or the Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer , a dual 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 the Buyer ' s or Seller ' s financial pos i tion, motivations, bargaining position, or other personal information that may impact price, including the Seller ' s willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER ANO BUYER RESPONSIBILITIES Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the 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. I f you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be comp l ex and subject to change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2 . Read it carefully . I/WE ACKNOWLEDGE RECEIPT OFA COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). 17 oacuSigned by : 00 Les .C, J _.,.; i . g . .. - ..,.b - :_ - = - -- -- + c - -- · t,. _ Tt _ t - ') 'j _ t J , Date: _ _ fl _ S _ f _ _ 2 20 2 3 L 1 E 3 B F48 0 8 B FD 4 9 2 . 665 B FA F EA E0444; 2/15/2023 □ Buyer □ Buyer □ Seller Ƒ Lessor n Seller n Lessor U Lessee Date: Agent: Lee & Associates LA - North , Ventura , Inc . DRE Lie. II: 011918 98 Real Estatl! Broker ( Firm) I By: Brett Saunders (Salesperson or Broker - Associate) DRELic.11: Date: 01991011 February 15. 2023 r is LS © 2019 AIR CRE. All Rights Reserved. AD - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4:21 PM Page 1 of 4

 
 

OocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL A5 TO THE APPROPRIATENESS OF THIS FORM. Ci - - - LS © 2019 AIR CRE. All Rights Reserved. AO - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page 2 of 4

 
 

OocuSign Envelope ID: 32EB626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079 . 13 . As used in Sections 2079 . 7 and 2079 . 14 to 2079 . 24 , inclusive, the following terms have the following meanings : (a) ''Agent" means a person acting under provisions ofTitle 9 (commencing with Section 22 . 95 ) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130 ) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained . The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent . When a salesperso n or broker associat e owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperso n or broker associate functions . (b) "Buyer ' ' means a transferee in a real property transaction, and includes a person who executes an offer to purchas e real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory , or preliminary manner, with the object of entering into a real property transaction . ''Buyer" includes vendee or lessee of real property . (c) "Commercial real property" means all real property in the state, except ( 1 ) single - family residential real property, ( 2 ) dwelling units made subject to Chapter 2 (commencing with Section 1940 ) of Title 5 , ( 3 ) a mobile home, as defined in Section 798 . 3 , ( 4 ) vacant land, or ( 5 ) a recreational vehicle, as defined in Section 799 . 29 . (d) "Dual agent" means an agent acting, either directly or through a salesperso n or broker associate, as agent for both the seller and the buyer in a real property transaction . (e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement . (f) " Seller' s agent" means a person who has obtained a listing of real property to act as an agent for compensation . (g) ' ' Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller ' s agent . (h) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property . (i) "Offer to purchase ' ' means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller . (j) "Real property " means any estate specified by subdivision ( 1 ) or ( 2 ) of Section 761 in property, and includes ( 1 ) single - family residential property, ( 2 ) multi - unit residential property with more than four dwelling units, ( 3 ) commercial real property, ( 4 ) vacant land, ( 5 ) a ,ground leas e coupled with impro 1 • ements, or ( 6 ) a manufactured home as defined in Section 18007 of the Health and Safety Code , or a mobile home as defined in Section 18008 of the Health and Safety Code , when offered for sale or sold through an agent pursuant to the authority contained in Section 10131 . 6 of the Business and Professions Code . {k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase . (I) "Sell," "sale," or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985 , and transactions for the creation of a leasehold exceedin g one year's duration . (m) "Seller" means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another . "Seller" includes both a vendor and a lessor of real property . (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction . 2079 . 14 . A seller's agent and buyer's agent shall provide the seller and buyer in a real property transaction with a copy o f the disclosure form specified in Section 2079 . 16 , and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079 . 15 , as follows : (a) The seller ' s agent, ii any, shall provide the disclosure form to the seller prior to entering into the listing agreement . (bl The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase . If the offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer . 2079 . 15 . In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079 . 14 , the agent shall set forth, sign, and date a written declaration of the facts of the refusal . 2079 . 16 Reproduced on Page 1 of this AD form . 2079 . 17 (a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller . This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively . (b) As soon as practicable, the seller ' s agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller . This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller . (C) CONFIRMATION : The following agency relationships are confirmed for this transaction . Seller's Brokerage Finn DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): D lhe seller; or D both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE. SAMPLE ONLY License Number _ Is (check one}: D the Seller's Agent. (salesperson or broker associate}; or D both the Buyer's Agent and the Seller's Agehl. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number _ Is the broker of (check one): D the buyer; or D both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE. SAMPLE ONLY License Number _ Is (check one}: D the Buyer's Agent. (salesperson or broker associate); or D both the Buyer's Agent and the Seller's Agent. {dual agent) (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB - 1289, 2017 - 18 California Legislative session) 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result ofa real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically DS + - LS © 2019 AIR CRE. All Rights Reserved. AD - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page 3 of 4

 
 

OocuSign Envelope ID: 32E8626A - A 162 - 4BBF - 92C0 - 95B1270CF9AD prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 (al A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the - seller. (b) A dual agent may not, without the express permission ofthe buyer, disclose to the seller any confidential information obtained from the buyer. (cl "Confidential information " means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (di This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (bl A lender or an auctio1 company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy, void, and unenforceable. 2079 . 24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees orto relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. AIR CRE * https://www.aircre.com * 213 - 687 - 8777 • contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. Ci - - - LS © 2019 AIR CRE. All Rights Reserved. AO - 3.01, Revised 10 - 22 - 2020 last Edited: 2/15/2023 4 :21 PM Page4 of 4