EX-10.23 2 snes-20241231xex1023.htm EX-10.23 snes-20241231xex1023
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 1 of 17 1. Basic Provisions ("Basic Provisions"). 1.1 This Lease ("Lease"), dated for reference purposes only July 17, 2024 , is made by and between E&V Investments, LLC ("Lessor") and SenesTech, Inc ("Lessee"), the " ", or individually a "Party"). 1.2(a) Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, unit/suite, city, state): 13430 North Dysart Road, Suite #100, 105 & 110, Surprise, AZ ("Premises"). The Premises are located in the County of Maricopa , and are generally described as (describe the nature of the Premises and the "Project"): 21,241 +/- square feet of industrial warehouse and office space . In to Lessee's rights to use and occupy the Premises as Lessee shall have non-exclusive rights to any raceways of the building containing the Premises ("Building") and to the Common Areas (as in Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein referred to as the "Project." (See also Paragraph 2) 1.2(b) Parking: 37 unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: Ten years and Four months ("Original Term") commencing April 1, 2025 ("Commencement Date") and ending July 31, 2035 (" Date"). (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lesseemay have non-exclusive possession of the Premises commencing approximately 15 days prior to completion of tenant improvements ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $13,806.00 per month ("Base Rent"), payable on the First day of each month commencing April 1, 2025 . (See also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph Addendum paragraph 2.0 . 1.6 Lessee's Share of Common Area Expenses: Thirteen and 28 tenths percent ( 13.28 %) ("Lessee's Share"). In the event that the size of the Premises and/or the Project are during the term of this Lease, Lessor shall recalculate Lessee's Share to such 1.7 Base Rent and OtherMonies Paid Upon 1.8 Agreed Use: Office, production and warehouse related to biotechnology . (See also Paragraph 6) 1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8) 1.10 Real Estate Brokers. (See also Paragraph 15 and 25) Southwest Commercial Brokerage, LLC (Bob Beardsley) represents Lessor exclusively ("Lessor's Broker"); or Keyser (Brandon Borsheim, Janel Wangsness) represents Lessee exclusively ("Lessee's Broker"); or represents both Lessor and Lessee ("Dual Agency"). separate agreement (or if there is no such agreement, the sum of or % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.11 Guarantor. The of the Lessee under this Lease are to be guaranteed by ("Guarantor"). (See also Paragraph 37) 1.12 hereto are the following, all of which a part of this Lease: an Addendum of Paragraphs 1 through 9 ; a site plan the Premises; a site plan the Project; a current set of the Rules and for the Project; a current set of the Rules and adopted by the owners' aWork other (specify): Exhibit B "space plan" . 2. Premises. 2.1 . Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and set forth in this Lease. While the approximate square footage of the Premises may have been used in the of the Premises for purposes of comparison, the Base Rent stated herein is NOT to square footage and is not subject to adjustment should the actual size be determined to be ARIZONA STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET (a) Base Rent: $13,806.00 for the period April 1st-30th, 2025 . (b) Common Area Expenses: The current for the period April 1st-30th, 2025 is $3,398.56 . (c) Security Deposit: $36,024.79 ("Security Deposit"). (See also Paragraph 5) (d) Other: $464.52 for rental tax currently 2.7% . (e) Total Due Upon of this Lease: $53,693.87 . (a) : The following real estate broker(s) (the "Broker(s)") and brokerage onships exist in this (check applicable boxes): (b) Payment to Brokers. Upon and delivery of this Lease by both Lessor shall pay to the Brokers the brokerage fee agreed to in a Exhibit No. 10.23


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 2 of 17 NOTE: Lessee is advised to verify the actual size prior to this Lease. 2.2 . Lessor shall deliver that of the Premises contained within the Building ("Unit") to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in within thirty days following the Start Date, warrants that the electrical, plumbing, sprinkler, and air systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good on said date, that the structural elements of the roof, bearing walls and of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should or fail within the appropriate warranty period, Lessor shall, as Lessor's sole with respect to such except as otherwise provided in this Lease, promptly receipt of from Lessee forth with the nature and extent of such non-compliance, or failure, same at Lessor's expense. The warranty periods shall be as follows: (i)12 6 months as to the HVAC systems, and (ii)180 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required within the appropriate warranty period, of any such non-compliance, or failure shall be the of Lessee at Lessee's sole cost and expense (except for the repairs to the sprinkler systems, roof, and/or bearing walls - see Paragraph 7). Lessor also warrants, that unless otherwise in Lessor is unaware of (i) any recorded of Default the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or of record, and ordinances ("Applicable Requirements") that were in at the that each improvement, or thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, which may be required by the Americans with Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alt or (as in Paragraph 7.3(a)) made or to bemade 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 of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly receipt of from Lessee forth with the nature and extent of such non-compliance, the same at Lessor's expense. If Lessee does not give Lessor of a non-compliance with this warranty within 6 months following the Start Date, of that non-compliance shall be the of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are changed so as to require during the term of this Lease the of an to or an of the Unit, Premises and/or Building, the of any Hazardous Substance, or the reinforcement or other physical 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 and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6months' Base Rent, Lesseemay instead terminate this Lease unless Lessor Lessee, in within 10 days receipt of Lessee's that Lessor has elected to pay the rence between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor specifying a date at least 90 days Such date shall, however, in no event be earlier than the last day that Lessee could legally the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the and unique use of the Premises by Lessee (such as, governmentally mandated seismic 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 of such costs reasonably to the Premises. Lessee shall pay Interest on the balance but may prepay its at any 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 to terminate this Lease upon 90 days prior to Lessee unless Lessee Lessor, in within 10 days a receipt of Lessor's 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 Lessor's share of such costs have been fully paid. If Lessee is unable to Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not to fully reimburse Lessee on an basis, Lessee shall have the right to terminate this Lease upon 30 days to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or 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 have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to itself with respect to the size and of the Premises (including but not limited to the electrical, HVAC and sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Act), and their suitability for Lessee's intended use, (c) Lessee has made such as it deems necessary with reference to such and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any 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 or with respect to said other than as set forth in this Lease. In Lessor acknowledges that: (i) Brokers have made no promises or concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to the capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The made by Lessor in Paragraph 2 shall be of no force or if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary work. 2.6 Vehicle Parking. Lessee shall be to use the number of Parking Spaces in Paragraph 1.2(b) on those of the Common Areas designated from to by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called " Size Vehicles." Lessor may regulate the loading and unloading of vehicles by Rules and as provided in Paragraph 2.9. No vehicles other than Per Size Vehicles may be parked in the Common Area without the prior permission of Lessor. In (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 3 of 17 (b) Lessee shall not service or store any vehicles in the Common Areas. (c) If Lessee permits or allows any of the prohibited described in this Paragraph 2.6, then Lessor shall have the right, without in to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas - . The term "Common Areas" is as all areas and outside the Premises and within the exterior boundary line of the Project and interior raceways and within the Unit that are provided and designated by the Lessor from to for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others en to such use, the Common Areas as they exist from to subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and or governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be only by the prior consent of Lessor or Lessor's designated agent, which consent may be revoked at any In the event that any unauthorized storage shall occur, then Lessor shall have the right, without in to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas - Rules and . Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from to to establish, modify, amend and enforce reasonable rules and ("Rules and ") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and and shall use its best to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and by other tenants of the Project. 2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole from to (a) To make changes to the Common Areas, including, without changes in the size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, of c, landscaped areas, walkways and raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making improvements, repairs or s to the Project, or any thereof; and (f) To do and perform such other acts andmake such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 3. Term. 3.1 Term. The Commencement Date, Date and Original Term of this Lease are as in Paragraph 1.3. 3.2 Early Possession. Any provision herein Lessee Early Possession of the Premises is subject to and 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 occupies the Premises prior to the Commencement Date, the 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 to pay Lessee's Share of Common Area Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in during such period. Any such Early Possession shall not the Date. 3.3 Delay In Possession. Lessor agrees to use commercially reasonable to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure the validity of this Lease or change the Date. Lessee shall not, however, be obligated to pay Rent or perform its other Lessor delivers possession of the Premises and any period of rent abatement that Lesseewould otherwise have enjoyed shall run from the date of delivery of possession and for a period equal to what Lesseewould otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days the Commencement Date, as the samemay be extended under the terms of any Work executed by Lessee may, at its by in within 10 days the end of such 60 day period, cancel this Lease, in which event the shall be discharged from all hereunder. If such is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee Lessee complies with its to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its under this Lease from and the Start Date, including the payment of Rent, notwithstanding Lessor's to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession such are 4. Rent. 4.1 Rent . All monetary of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Common Area Expenses. Lessee shall pay to Lessor during the term hereof, in to the Base Rent, Lessee's Share (as in Paragraph 1.6) of all Common Area Expenses, as during each calendar year of the term of this Lease, in accordance with the following provisions: (a) "Common Area Expenses" are for purposes of this Lease, as all costs ng to the ownership and of the Project, including, but not limited to, the following: (i) The repair and maintenance, in neat, clean, good order and and if necessary the replacement, of the following: (aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, systems, Common Area ligh fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any sprinkler systems. (dd) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 4 of 17 space occupied by a tenant. (ii) The cost of water, gas, electricity and telephone to service the Common Areas and any es not separately metered. (iii) The cost of trash disposal, pest control services, property management, security services, owners' dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental (iv) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (v) Real Property Taxes (as in Paragraph 10). (vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii) Any of an insured loss concerning the Building or the Common Areas. (viii) Auditors', accountants' and fees and costs related to the maintenance, repair and replacement of the Project. (ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to paymore than Lessee's Share of 1/144th of the cost of such capital improvement in any given month. Lessee shall pay Interest on the ed balance but may prepay its at any (x) The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Expense. (b) Any Common Area Expenses and Real Property Taxes that are to the Unit, the Building or to any other building in the Project or to the repair andmaintenance thereof, shall be allocated to such Unit, Building, or other building. However, any Common Area Expenses and Real Property Taxes that are not to the Building or to any other building or to the repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (c) The inclusion of the improvements, and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an upon Lessor to either have said improvements or or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor's of the annual Common Area Expenses. Within 60 days request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the within 10 days delivery by Lessor to Lessee of the statement. (e) Common Area Expenses shall not include any expenses paid by any tenant directly to third or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. 4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without or (except as in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not 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 to designate in Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so In the event that any check, 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 to any Late Charge and Lessor, at its may require all future Rent be paid by cashier's check. Payments will be applied to accrued late charges and fees, second to accrued interest, then to Base Rent and Common Area Op Expenses, and any remaining amount to any other outstanding charges or costs. 4.4 Rental Taxes. In to Base Rent and Common Area Expenses, Lessee shall pay to Lessor eachmonth an amount equal to any rental taxes, gross receipts taxes, privilege taxes, sales taxes, or similar taxes ("Rental Taxes") levied on the Base Rent Common Area Expenses then due or otherwise assessed in with the rental Said monies shall be paid at the same me and in the samemanner as the Base Rent. 5. Security Deposit. Lessee shall deposit with Lessor upon hereof the Security Deposit as security for Lessee's faithful performance of its under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any of said Security Deposit for the payment of any amount already due Lessor, for Rents whichwill be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may or incur by reason thereof. If Lessor uses or applies all or any por of the Security Deposit, Lessee shall within 10 days request therefor deposit monies with Lessor 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 request from Lessor, deposit monies with Lessor so that the total amount of the Security Deposit shall at all bear the same to the increased Base Rent as the Security Deposit bore to the 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, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the of Lessee is, in Lessor's reasonable judgment, reduced, Lessee shall deposit such monies with Lessor as shall be to cause the Security Deposit to be at a commercially reasonable level based on such change in Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days the or of this Lease, Lessor shall return that of the Security Deposit not used or applied by Lessor. Lessor shall upon request provide Lesseewith an showing how that of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 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 Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, or Lessor shall not unreasonably withhold or delay its consent to any en request for a of the Agreed Use, so long as the samewill not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days such request give of same, which shall include an of Lessor's to the change in the Agreed Use. 6.2 Hazardous Substances.


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 5 of 17 (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, or release, either by itself or in combi with other materials expected to be on the Premises, is either: (i) injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or thereof. Lessee shall not engage in any in or on the Premises which a Reportable Use of Hazardous Substances without the express prior wr consent of Lessor and compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the or use of any above or below ground storage tank, (ii) the possession, storage, use, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, or business plan is required to be 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 be given to persons entering or occupying the Premises or neighboring Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to anymeaningful risk of or damage or expose Lessor to any liability therefor. In Lessor may its consent to any Reportable Use upon receiving such assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, injury and/or liability, including, but not limited to, the (and removal on or before Lease or of (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 of such fact to Lessor, and provide Lessor with a copy of any report, claim or other which it has concerning the presence of such Hazardous Substance. (c) Lessee . 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 and/or remedial reasonably recommended, whether or not formally ordered or required, for the cleanup of any of, and for the maintenance, security and/or monitoring of the Premises or neighboring 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 . 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, judgments, claims, expenses, pen and and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's shall include, but not be limited to, the of any or injury to person, property or the environment created or by Lessee, and the cost of removal, and/or abatement, and shall survive the or of this Lease. No or release agreement entered into by Lessor and Lessee shall release Lessee from its ob under this Lease with respect to Hazardous Substances, unless so agreed by Lessor in at the of such agreement. (e) Lessor . Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of which are as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of removal, and/or abatement, and shall survive the or on of this Lease. (f) and . Lessor shall retain the responsibility and pay for any or measures required by governmental having with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession, unless such measure is required as a result of Lessee's use (including as 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 at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable in order to carry out Lessor's and remedial (g) Lessor . If a Hazardous Substance (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the and thereof required by the Applicable Requirements and this Lease shall in full force and but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's either (i) and remediate such Hazardous Substance if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall in full force and or (ii) if the cost to remediate such exceeds 12 the then monthly Base Rent or $100,000, whichever is greater, give to Lessee, within 30 days receipt by Lessor of knowledge of the occurrence of such Hazardous Substance , of Lessor's desire to terminate this Lease as of the date 60 days following the date of such In the event Lessor elects to give a Lessee may, within 10 days give to Lessor of Lessee's commitment to pay the amount by which the cost of the of such Hazardous Substance exceeds an amount equal to 12 the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or assurance thereof within 30 days following such commitment. In such event, this Lease shall in full force and and Lessor shall proceed to make such as soon as reasonably possible the required funds are available. If Lessee does not give such and provide the required funds or assurance thereof within the provided, this Lease shall terminate as of the date in Lessor's of 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a manner, materially comply with all Applicable Requirements, the requirements of any applicable insurance underwriter or bureau, and the of Lessor's engineers and/or consultants which relate in anymanner to the Premises, without regard to whether said Applicable Requirements are now in or become the Start Date. Lessee shall, within 10 days receipt of Lessor's request, provide Lessor with copies of all permits and other documents, and other evidencing Lessee's compliance with any Applicable Requirements by Lessor, and shall immediately upon receipt, Lessor in (with copies of any documents involved) of any threatened or actual claim, 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 to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other conducive to the ofmold; or (ii) any or other odors that might indicate the presence of mold in the Premises. 6.4 Compliance. Lessor and Lessor's "Lender" (as in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any in the case of an emergency, and otherwise at reasonable reasonable for the purpose of and/or the of the Premises and/or for verifying compliance by Lesseewith this Lease. The cost of any such shall be paid by Lessor, unless a of Applicable Requirements, or a Hazardous Substance (see Paragraph 9.1(e)) is found to exist or be imminent, or the is requested or ordered by a


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 6 of 17 governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such so long as such is reasonably related to the or In Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of request therefor. Lessee acknowledges that any failure on its part to allow such s or will expose Lessor to risks and cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely to ascertain. Accordingly, should the Lessee fail to allow such and/or in a fashion the Base Rent shall be increased, without any requirement for to Lessee, by an amount equal to 10% of the then Base Rent or $100, whichever is greater for the remainder to the Lease. The agree that such increase in Base Rent represents fair and reasonable for the risk/costs that Lessor will incur by reason of Lessee's failure to allow such and/or Such increase in Base Rent shall in no event a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder. 7. Maintenance; Repairs; Trade Fixtures and 7.1 Lessee's . (a) In General. Subject to the provisions of Paragraph 2.2 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's 9 (Damage or and 14 Lessee shall, at Lessee's sole expense, keep the Premises, (intended for Lessee's exclusive use, no where located), and in good order, and repair (whether or not the of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such of the Premises), including, but not limited to, all equipment or such as plumbing, HVAC equipment, electrical, boilers, pressure vessels, interior walls, interior surfaces of exterior walls, ceilings, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, and repair, shall exercise and perform goodmaintenance including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's shall include replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, and state of repair. (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, and (iii) However, Lessor reserves the right, upon 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 under this Paragraph 7.1, Lessor may enter upon the Premises 10 days' prior to Lessee (except in the case of an emergency, in which case no shall be required), perform such on Lessee's behalf, and put the Premises in good order, and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement. Subject to Lessee's of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability from Lessee's failure to exercise and perform good maintenance if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the 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 on which Base Rent is due, an amount equal to the product of the cost of such replacement by a 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 balance but may prepay its at any 7.2 Lessor's . Subject to the provisions of Paragraphs 2.2 2.3 (Compliance), 4.2 (Common Area Expenses), 6 (Use), 7.1 (Lessee's 9 (Damage or and 14 Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, and repair the exterior walls, structural of interior bearing walls, exterior roof, sprinkler system, Common Area alarm and/or smoke systems, hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. 7.3 Trade Fixtures; . (a) . The term " " refers to all and window coverings, air and/or vacuum lines, power panels, electrical security and systems, cabling, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term shall mean any of the improvements, other than or Trade Fixtures, whether by a or "Lessee Owned and/or " are as and/or made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall notmake any or to the Premises without Lessor's prior consent. Lessee may, however, make non-structural or to the interior of the Premises (excluding the roof) without such consent but upon to Lessor, as long as they are not visible from the outside, do not involve puncturing, or removing the roof or any walls, will not the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for and/or improvements to the Premises from Applicable Requirements, such as compliance with Title 24, and/or life safety systems, and the 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 and/or install anything on the roof without the prior approval of Lessor. Lessor may, as a to such approval, require Lessee to a contractor chosen and/or approved by Lessor. Any or that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in form with detailed plans. Consent shall be deemed co upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and prior to commencement of the work, and (iii) compliance with all of said permits and other Applicable Requirements in a prompt and manner. Any or shall be performed in a workmanlike manner with good and materials. Lessee shall promptly upon furnish Lessor with as-built plans and For work which costs an amount in excess of one month's Base Rent, Lessor may its consent upon Lessee providing a lien and bond in an amount equal to 150% of the cost of such or and/or upon Lessee's an add Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to in any such Lessee shall pay Lessor's fees and costs.


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 7 of 17 7.4 Ownership; Removal; Surrender; and . (a) Ownership. Subject to Lessor's right to require removal or elect ownership as provided, all and made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any elect in to be the owner of all or any part of the Lessee Owned and Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned and shall, at the or of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of 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 or be removed by the or of this Lease. Lessor may require the removal at any of all or any part of any Lessee Owned or made without the required consent. (c) Surrender; . Lessee shall surrender the Premises by the Date or any earlier date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good order, and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or that would have been prevented by good maintenance Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premises in the same as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the maintenance or removal of Trade Fixtures, Lessee owned and/or furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground from areas outside of the Project) to the level 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 Date or any earlier date shall be deemed to have been abandoned by Lessee andmay be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to vacate the Premises pursuant to this Paragraph 7.4(c) without the express consent of Lessor shall a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Date. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance Lessee and Lessor as an 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 $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an insured by means of an endorsement at least as broad as the Insurance Service Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in to, and not in lieu of, the insurance required to bemaintained by Lessee. Lessee shall not be named as an insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance 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 to or the amount required by any Lender, but in no eventmore than the commercially reasonable and available insurable value thereof. Lessee Owned and Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, or replacement of any of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed provision in lieu of any coinsurance clause, waiver of and guard 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 clause, the amount shall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also 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 180 days ("Rental Value insurance"). Said insurance shall contain an agreed provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to the projected Rent otherwise payable by Lessee, for the next 12month period. (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned and unless the item in has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property; Business Insurance; Worker's Insurance. (a) Property Damage. Lessee shall obtain andmaintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned and Such insurance shall be full replacement cost coverage with a of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned and (b) Business . 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 to all perils commonly insured against by prudent lessees in the business of Lessee or to of access to the Premises as a result of such perils. (c) Worker's Insurance. Lessee shall obtain andmaintain Worker's Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the of insurance or copy of the policy required by paragraph 8.5. (d) No of Adequate Coverage. Lessor makes no that the limits or forms of coverage of insurance herein are adequate to cover Lessee's property, business or under this Lease.


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 8 of 17 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other 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 copies of policies of such insurance or with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to except 30 days prior to Lessor. Lessee shall, at least 10 days prior to the 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 andmaintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of . Without any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their 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 of such releases and waivers is not limited by the amount of insurance carried or required, or by any applicable hereto. The agree to have their property damage insurance carriers waive any right to that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, and consultants' fees, expenses and/or arising out of, involving, or in co 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 or proceeding is brought against Lessor by reason of any of the foregoing Lessee shall upon defend the same at Lessee's expense by counsel reasonably to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have paid any such claim in order to be defended or 8.8 of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, on or other defects of pipes, sprinklers, wires, appliances, plumbing, HVAC or or from any other cause, whether the said injury or damage results from arising upon the Premises or upon other of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely to ascertain. Accordingly, for any month or thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or evidencing the existence of the required insurance, the Base Rent shall be increased, without any requirement for to Lessee, by an amount equal to 10% of the then Base Rent or $100, whichever is greater. The agree that such increase in Base Rent represents fair and reasonable for the 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 a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its to maintain the insurance in this Lease. 9. Damage or 9.1 . (a) "Premises Damage" shall mean damage or to the improvements on the Premises, other than Lessee Owned and which can reasonably be repaired in 3 months or less from the date of the damage or and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall Lessee in within 30 days from the date of the damage or as to whether or not the damage is or Total. (b) "Premises Total " shall mean damage or to the improvements on the Premises, other than Lessee Owned and and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall Lessee in within 30 days from the date of the damage or as to whether or not the damage is or Total. (c) "Insured Loss" shall mean damage or to improvements on the Premises, other than Lessee Owned and and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), of any amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the of the occurrence to their immediately prior thereto, including debris removal and upgrading required by the of Applicable Requirements, and without for (e) "Hazardous Substance " shall mean the occurrence or discovery of a involving the presence of, or a by, a Hazardous Substance, in, on, or under the Premises which requires 9.2 Damage - Insured Loss. If a Premises Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned and as soon as reasonably possible and this Lease shall in full force and provided, however, that Lessee shall, at Lessor's make the repair of any damage or des 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 to such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and If such funds or assurance are not received, Lessor may nevertheless elect by to Lessee within 10 days to: (i) make such and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and or (ii) have this Lease terminate 30 days Lessee shall not be to reimbursement of any funds contributed by Lessee to repair any such damage or Premises Damage


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 9 of 17 due to or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Damage - Uninsured Loss. If a Premises 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 (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall in full force and or (ii) terminate this Lease by giving to Lessee within 30 days receipt by Lessor of knowledge of the occurrence of such damage. Such t shall be 60 days following the date of such In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days receipt of the to give 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 assurance thereof within 30 days making such commitment. In such event this Lease shall nue in full force and and Lessor shall proceed to make such repairs as soon as reasonably possible the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date in the 9.4 Total . Notwithstanding any other provision hereof, if a Premises Total occurs, this Lease shall terminate 60 days following such If the damage or was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any 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 60 days following the date of occurrence of such damage by giving a to Lessee within 30 days the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that has an exercisable to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days Lessee's receipt of Lessor's to terminate this Lease, or (ii) the day prior to the date upon which such expires. If Lessee duly exercises such during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall in full force and If Lessee fails to exercise such and provide such funds or assurance during such period, then this Lease shall terminate on the date spe in the and Lessee's shall be 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Damage or Premises Total or a Hazardous Substance for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, r or of such damage shall be abated in 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 of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, repair or except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a and meaningful way, such repair or within 90 days such shall accrue, Lessee may, at any prior to the commencement of such repair or give to Lessor and to any Lenders of which Lessee has actual of Lessee's to terminate this Lease on a date not less than 60 days following the giving of such If Lessee gives such and such repair or is not commenced within 30 days this Lease shall terminate as of the date in said If the repair or is commenced within such 30 days, this Lease shall in full force and "Commence" shall mean either the of the of the required plans, or the beginning of the actual work on the Premises, whichever occurs. 9.7 Advance Payments. Upon 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 return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 . As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the 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 Project address. The term "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 Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the of Common Area Expenses in accordance with the provisions of Paragraph 4.2. 10.3 Improvements. Common Area Expenses shall not include Real Property Taxes in the tax assessor's records and work sheets as being caused by improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the Common Area Expenses are payable under Paragraph 4.2, the of any increase in Real Property Taxes if assessed solely by reason of Trade Fixtures or ity placed upon the Premises by Lessee or at Lessee's request or by reason of any or improvements to the Premises made by Lessor subsequent to the of this Lease by the 10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such p to be determined by Lessor from the assigned in the assessor's work sheets or such other as may be reasonably available. Lessor's reasonable thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned and Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned and 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 to Lessee's property within 10 days receipt of a statement forth the taxes applicable to Lessee's property. 11. and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any in Lessor's sole judgment, Lessor determines that Lessee is using a


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 10 of 17 amount of water, electricity or other commonly metered or that Lessee is such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of per month that it is e then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, or of any or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in with governmental request or Within days of Lessor's request, Lessee agrees to deliver to Lessor such n, documents and/or as Lessor needs in order for Lessor to comply with new or Applicable Requirements to commercial building energy usage, and/or the thereof. 12. Assignment and 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by of law assign, transfer, mortgage or encumber (c "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior consent. (b) Unless Lessee is a and its stock is publicly traded on a stock exchange, a change in the control of Lessee shall an assignment requiring consent. The transfer, on a basis, of 25% or more of the control of Lessee shall a change in control for this purpose. (c) The involvement of Lessee or its assets in any or series of (by way of merger, sale, transfer, buyout or otherwise), whether or not a formal assignment or of this Lease or Lessee's assets occurs, which results or will result in a of the Net Worth of Lessee by an amount greater than 25% of such NetWorth as it was represented at the of the exe of this Lease or at the of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said or s such whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "NetWorth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted principles. (d) An assignment or without consent shall, at Lessor's be a Default curable a per Paragraph 13.1(d), or a non-curable Breach without the necessity of any and grace period. If Lessor elects to treat such unapproved assignment or as a non-curable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days increase the monthly Base Rent to 110% of the Base Rent then in Further, in the event of such Breach and rental adjustment, (i) the purchase price of any to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in and (ii) all and non- rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or relief. (f) Lessor may reasonably withhold consent to a proposed assignment or if Lessee is in Default at the consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in with the of a vending machine or payphone shall not a 12.2 Terms and Applicable to Assignment and . (a) Regardless of Lessor's consent, no assignment or shall : (i) be without the express by such assignee or sublessee of the of Lessee under this Lease, (ii) release Lessee of any hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or shall not a consent to any subsequent assignment or (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's under this Lease, including any assignee or sublessee, without Lessor's remedies against any other person or responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or shall be in accompanied by in relevant to Lessor's as to the and responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required of the Premises, if any, together with a fee of $500 as for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or and/or as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of such assignment, entering into such sublease, or entering into possession of the Premises or any thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, and herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has consented to in (g) Lessor's consent to any assignment or shall not transfer to the assignee or sublessee any granted to the original Lessee by this Lease unless such transfer is consented to by Lessor in (See Paragraph 39.2) 12.3 Terms and Applicable to . The following terms and shall apply to any by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Leasewhether 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 under this Lease; provided, however, that a Breach shall occur in the performance of Lessee's Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding oblig any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the n of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a from Lessor that a Breach exists in the performance of Lessee's under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such from Lessor and shall pay all Rents to Lessor without any or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its require sublessee to to Lessor, in which event Lessor shall undertake the of the sublessor under such sublease from the of the exercise of said to the 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 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 consent. (e) Lessor shall deliver a copy of any of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 11 of 17 the grace period, if any, in such The sublessee shall have a right of reimbursement and from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is as a failure by the Lessee to comply with or perform any of the terms, covenants, or Rules and under this Lease. A "Breach" is as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to any ob under this Lease which endangers or threatens life or property, where such failure for a period of 3 business days following to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE AWAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSIONOF 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 public or private nuisance, and/or an illegal on the Premises by Lessee, where such for a period of 3 business days following to Lessee. In the event that Lessee commits waste, a nuisance or an illegal a second 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 evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or (iv) an Estoppel or statements, (v) a requested (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other or which Lessormay reasonably require of Lessee under the terms of this Lease, where any such failure for a period of 10 days following to Lessee. (e) A Default by Lessee as to the terms, covenants, or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default for a period of 30 days provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and diligently prosecutes such cure to (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the of creditors; (ii) becoming a "debtor" as in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the or other judicial seizure of 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 and not the validity of the remaining provisions. (g) The discovery that any statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the 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 (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty on an basis, and Lessee's failure, within 60 days following of any such event, to provide assurance or security, which, when coupled with the then resources of Lessee, equals or exceeds the combined resources of Lessee and the Guarantors that existed at the of ex of this Lease. 13.2 Remedies. If Lessee fails to perform any of its or within 10 days (or in case of an emergency, without Lessor may, at its perform such duty or 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, Lessormay, with or without further or demand, and without Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be to recover from Lessee: (i) the unpaid Rent which had been earned at the of (ii) the worth at the of award of the amount by which the unpaid rent which would have been earned the of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the of award of the amount by which the unpaid rent for the balance of the term the 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 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 including necessary and of the Premises, reasonable fees, and that of any leasing commission paid by Lessor in with this Lease applicable to the unexpired term of this Lease. The worth at the of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the of award plus one percent. by Lessor to damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise If of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a and grace period required under Paragraph 13.1 was not previously given, a to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also the required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall both an unlawful detainer and a Breach of this Lease Lessor to the remedies provided for in this Lease and/or by said statute. In the event of a breach of this lease by the Lessee, the Lessor agrees to use commercially reasonable efforts tomitigate any damages resulting from such breach. These efforts shall include, but are not limited to, making reasonable attempts to release the premises at a fair market rental rate and taking appropriate actions to maintain the premises in a condition suitable for leasing. The Lessor’s obligation to mitigate damages shall not require the Lessor to prioritize the releasing of the premises over other available premises owned by the Lessor, nor shall it obligate the Lessor to accept any Lease terms that are substantially less favorable than those contained in this Lease.


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 12 of 17 (b) the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lesseemay sublet or assign, subject only to reasonable Acts of maintenance, to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not a of the Lessee's right to possession. (c) Pursue any other remedy now or available under the laws or judicial decisions of the state wherein the Premises are located. The or of this Lease and/or the of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to 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 for Lessee's entering into this Lease, all of which concessions are referred to as "Inducement Provisions," shall be deemed upon Lessee's full and faithful performance of all of the terms, covenants and of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall be deemed deleted from this Lease and of no further force or and any rent, other charge, bonus, inducement or n theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which the of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless so stated in by Lessor at the of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely to ascertain. Such costs include, but are not limited to, processing and charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days such amount shall be due, then, without any requirement for to Lessee, Lessee shall immediately pay to Lessor a one- late charge equal to 10% of each such overdue amount or $100, whichever is greater. The hereby agree that such late charge represents a fair and reasonable of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's become due and payable quarterly in advance. 13.5 Interest. Anymonetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day 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 to the late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable to perform an required to be performed by Lessor. For purposes of this Paragraph, a reasonable shall in no event be less than 30 days receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in for such purpose, of specifying wherein such of Lessor has not been performed; provided, however, that if the nature of Lessor's is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and diligently pursued to co (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days receipt of said or if having commenced said cure they do not diligently pursue it to then Lessee may elect to cure said breach at Lessee's expense and from Rent the actual and reasonable cost to perform such cure, provided however, that such shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such Lessee shall document the cost of said cure and supply said to Lessor. 14. . If the Premises or any thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power " "), this Lease shall terminate as to the part taken as of the date the condemning authority takes or possession, whichever occurs. If more than 10% of the area of the Unit, or more than 25% of the parking spaces is taken by Lessee may, at Lessee's to be exercised in within 10 days Lessor shall have given Lessee of such taking (or in the absence of such within 10 days the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and as to the of the Premises remaining, except that the Base Rent shall be reduced in to the in of the Premises caused by such awards and/or payments shall be the property of Lessor, whether such award shall be made as for in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be to any paid by the condemnor for Lessee's reloc expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All and made to the Premises by Lessee, for purposes of only, shall be considered the property of the Lessee and Lessee shall be to any and all which is payable therefor. In the event that this Lease is not terminated by reason of the Lessor shall repair any damage to the Premises caused by such 15. Brokerage Fees. 15.1 Commission. In to the payments owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) if Lessee exercises any (b) if Lessee or anyone with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, the of this Lease, or (d) if Base Rent is increased, whether by agreement or of an clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in at the the Leasewas executed. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 of . Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's hereunder. Brokers shall be third party of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days said Lessee shall pay said monies to its Broker and such amounts against Rent. In Lessee's Broker shall be deemed to be a third party of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of any brokerage fee owed. 15.3 and of Broker . Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, broker, agent or (other than the Brokers and Agents, if any) in n with this Lease, and that no one other than said named Brokers and Agents is to any commission or fee in herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for or charges which may be claimed by any such unnamed broker, or other similar party by reason of any


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 13 of 17 dealings or of the indemnifying Party, including any costs, expenses, fees reasonably incurred with respect thereto. 16. Estoppel (a) Each Party (as "Responding Party") shall within 10 30 days from the other Party (the " Party") execute, acknowledge and deliver to the Party a statement in in form similar to the then most current "Estoppel " form published by AIR CRE, plus such and/or statements as may be reasonably requested by the Reques Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel within such 10 30 day period, the Party may execute an Estoppel that: (i) the Lease is in full force and without except as may be represented by the Party, (ii) there are no uncured defaults in the Party's performance, and (iii) if Lessor is the Party, not more than one month's rent has been paid in advance. purchasers and encumbrancers may rely upon the Party's Estoppel and the Responding Party shall be estopped from denying the truth of the facts contained in said In Lessee acknowledges that any failure on its part to provide such an Estoppel will expose Lessor to risks and cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel in a fashion the monthly Base Rent shall be increased, without any requirement for to Lessee, by an amount equal to 10% of the then Base Rent or $100, whichever is greater for remainder of the Lease. The agree that such increase in Base Rent represents fair and reasonable for the risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Such increase in Base Rent shall in no event a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days from Lessor deliver to any lender or purchaser designated by Lessor such statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's statements for the past 3 years. All such statements shall be received by Lessor and such lender or purchaser in and shall be used only for the purposes herein set forth. 17. of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the me in of the fee 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 e or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the and/or covenants under this Lease to be performed by the Lessor. Subject to the foregoing, the and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent shall in no way the validity of any other provision hereof. 19. Days. Unless otherwise indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20. on Liability. The of Lessor under this Lease shall not personal of Lessor, or its partners, members, directors, or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, or shareholders, or any of their personal assets for such 21. Time of Essence. Time is of the essence with respect to the performance of all to be performed or observed by the under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the with respect to any herein, and no other prior or contemporaneous agreement or understanding shall be Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own as to the nature, quality, character and responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. 23.1 Requirements. All required or by this Lease or applicable law shall be in and may be delivered in person (by hand or by courier) or may be sent by regular, or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed given if served in a manner 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 Either Party may by to the other specify a address for except that upon Lessee's taking possession of the Premises, the Premises shall Lessee's address for A copy of all to Lessor shall be concurrently to such party or at such addresses as Lessor may from to designate in 23.2 Date of . Any sent by registered or 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 shall be deemed given 72 hours the same is addressed as required herein andmailed with postage prepaid. delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours delivery of the same to the Postal Service or courier. delivered by hand, or by facsimile transmission or by email shall be deemed delivered upon actual receipt. If is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 23.3 Notwithstanding the foregoing, in order to exercise any (see paragraph 39), the must be sent by Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the date the was received by the Lessor. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or hereof by Lessee, shall be deemed a waiver of any other term, covenant or hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lesseemay be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or made by Lessee in therewith, which such statements and/or shall be of no force or whatsoever unless agreed to in by Lessor at or before the of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALLMATTERS RELATED THERETO AND HEREBYWAIVE THE


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 14 of 17 PROVISIONSOF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency (a) When entering into a discussion with a real estate agent regarding a real estate a Lessor or Lessee should from the outset understand what type of agency or it has with the agent or agents in the n. Lessor and Lessee acknowledge being advised by the Brokers in this as follows: (i) Lessor's Agent. A Lessor's agent under a agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following To the Lessor: A duty and a duty to protect the Lessor's interests. To the Lessee and Other A duty to deal fairly with the Lessee and other to the To All A duty to disclose in any known to the agentmaterially the to be paid by any Party or the value or desirability of the property. An agent is not obligated to reveal to either Party any obtained from the other Party which does not involve the set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these the agent is not the Lessor's agent, even if by agreement the agent may receive for services rendered, either in full or in part from the Lessor. An agent only for a Lessee has the following To the Lessee: A duty and a duty to protect and promote the Lessee's interests. To the Lessor and Other A duty to deal fairly with the Lessor and other to the To All A duty to disclose in g any known to the agentmaterially the to be paid by any Party or the value or desirability of the property. An agent is not obligated to reveal to either Party any obtained from the other Party which does not involve the set forth above. (iii) Agent Both Lessor and Lessee. A real estate agent, either directly or through one or more associate licensees, can legally be the agent of both the Lessor and the Lessee in a but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency the agent has the following to both the Lessor and the Lessee: (a) A iary duty and a duty to protect and promote the interests of both in the dealings with either Lessor or the Lessee. (b) Other to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In both Lessor and Lessee, the agent may not without the express permission of the Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the or that the Lessee is willing to pay a higher rent than that The above of the agent in a real estate do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the A real estate agent is a person d to advise about real estate. If legal or tax advice is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission to this Lease may be brought against Broker more than one year the Start Date and that the liability (including court costs and 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 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 to Brokers as any or on given Brokers that is considered by such Party to be 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the or of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% 125% of the Base Rent applicable immediately preceding the or for the first twomonths and increase to 150% for any period thereafter. Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Remedies. No remedy or hereunder shall be deemed exclusive but shall, wherever possible, be with all other remedies at law or in equity. 28. Covenants and of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and In construing this Lease, all headings and are for the convenience of the only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the but rather according to its fair meaning as a whole, as if both had prepared it. 29. Binding Choice of Law. This Lease shall be binding upon the their personal r successors and assigns and be governed by the laws of the State in which the Premises are located. Any between the hereto concerning this Lease shall be 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. Non-Disturbance. 30.1 . This Lease and any granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other or security device "Security Device"), now or placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or to perform any of the of Lessor under this Lease. Any Lender may elect to have this Lease and/or any granted hereby superior to the lien of its Security Device by giving thereof to Lessee, whereupon this Lease and such shall be deemed prior to such Security Device, notwithstanding the dates of the or thereof. 30.2 . In the event that Lessor transfers to the Premises, or the Premises are acquired by another upon the foreclosure or of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the of the new owner, this Lease will become a new lease between Lessee and such new owner, and (ii) Lessor shall be relieved of any further hereunder and such new owner shall assume all of Lessor's 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 of ownership; (b) be subject to any or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor the of this Lease, Lessee's of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any to extend the term hereof, will not be disturbed so long as Lessee is not in


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 15 of 17 Breach hereof and to the record owner of the Premises. Further, within 60 days the e of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable to obtain a Non-Disturbance Agreement from the holder of any pre-exi 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 directly contact Lender and to for the and delivery of a Non-Disturbance Agreement. 30.4 Self- . The agreements contained in this Paragraph 30 shall be without the e of any further documents; provided, however, that, upon request from Lessor or a Lender in with a sale, or of the Premises, Lessee and Lessor shall execute such further as may be reasonably required to separately document any and/or Non-Disturbance Agreement provided for herein. 31. Fees. If any Party or Broker brings an or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as in any such proceeding, or appeal thereon, shall be to reasonable fees. Such feesmay be awarded in the same suit or recovered in a separate suit, whether or not such or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without a Party or Broker who obtains or defeats the relief sought, as the case may be, whether by compromise, judgment, or the abandonment by the other Party or Broker of its claim or defense. The fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all fees reasonably incurred. In Lessor shall be to fees, costs and expenses incurred in the and service of of Default and in on therewith, whether or not a legal is subsequently commenced in with such Default or Breach ($200 is a reasonable minimum per occurrence for such services and . 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any in the case of an emergency, and otherwise at reasonable reasonable prior for the purpose of showing the same to p purchasers, lenders, or tenants, and making such repairs, improvements or to the Premises as Lessor may deem necessary or desirable and the using and maintaining of services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse on Lessee's use of the Premises. All such shall be without abatement of rent or liability to Lessee. 33. Lessee shall not conduct, nor permit to be conducted, any upon the Premises without Lessor's prior consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any and ordinary "For Lease" signs during the last 6months of the term hereof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior consent. All signs must comply with all Applicable Requirements. 35. Merger. Unless stated otherwise in by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual or hereof, or a hereof by Lessor for Breach by Lessee, shall y terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to any one or all subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by to the holder of any such lesser interest, shall Lessor's to have such event the of such interest. 36. Consents. All requests for consent shall be in 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 expenses (including but not limited to architects', engineers' and other consultants' fees) incurred in the of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and therefor. Lessor's consent to any act, assignment or shall not an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then Default or Breach, except as may be otherwise stated in by Lessor at the of such consent. The failure to specify herein any to Lessor's consent shall not preclude the by Lessor at the of consent of such further or other as are then reasonable with reference to the for which consent is being given. In the event that either Party disagrees with any made by the other hereunder and reasonably requests the reasons for such the determining party shall furnish its reasons in and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 . The Guarantors, if any, shall each execute a guaranty in the form most recently published by AIR CRE for use in the state of Arizona. 37.2 Default. It shall a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the 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 copy of a of its board of directors authorizing the making of such guaranty, (b) current statements, (c) an Estoppel or (d) that the guaranty is in 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, 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. If Lessee is granted any as below, then the following provisions shall apply. 39.1 . " " 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 refusal or to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of to purchase or the right of refusal to purchase the Premises or other property of Lessor. 39.2 Personal To Original Lessee. Any granted to Lessee in this Lease is personal to the original Lessee,and any Assignee or sub-tenant that has been accepted and approved by Lessor pursuant to the terms of par. 12. herein 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 that Lessee has no of assigning or 39.3 . In the event that Lessee has any to extend or renew this Lease, a later cannot be exercised unless the prior have been validly exercised. 39.4 of Default on . (a) Lessee shall have no right to exercise an (i) during the period commencing with the giving of any of Default and said Default is cured, (ii) during the period of any Rent is unpaid (without regard to whether no thereof is given Lessee), (iii) during the Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more of separate Default, whether or not the Defaults are cured, during the 12month period immediately preceding the exercise of the


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 16 of 17 (b) The period of within which an may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an because of the provisions of Paragraph 39.4(a). (c) An shall terminate and be of no further force or notwithstanding Lessee's due and exercise of the if, such exercise and prior to the commencement of the extended term or of the purchase, (i) Lessee fails to pay Rent for a period of 30 days such Rent becomes due (without any necessity of Lessor to give thereof), or (ii) if Lessee commits a Breach of this Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no whatsoever to provide same. Lessee assumes all responsibility for the of the Premises, Lessee, its agents and invitees and their property from the acts of third 41. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and that Lessor deems necessary, (ii) to cause the of parcel maps and and (iii) to create and/or install new raceways, so long as such easements, rights, maps, and raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign and deliver to Lessor any documents reasonably requested by Lessor to such rights. 42. Performance Under Protest. If at any a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the 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 tute suit for recovery of such sum. If it shall be adjudged that there was no legal on the part of said Party to pay such sum or any part thereof, said Party shall be to recover such sum or so much thereof as it was not legally required to pay. A Party who does not suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 43. Authority; (a) If either Party hereto is a trust, limited liability company, partnership, or similar each individual this Lease on behalf of such 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 request, deliver to the other Party evidence of such authority. (b) If this Lease is executed bymore than one person or as "Lessee", each such person or e 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 in counterparts, each of which shall be deemed an original and all of which together shall one and the same instrument. 44. Any between the printed provisions of this Lease and the or han provisions shall be controlled by the or provisions. 45. . of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an to lease to the other Party. This Lease is not intended to be binding executed and delivered by all hereto. 46. Amendments. This Leasemay be only in signed by the in interest at the of the As long as they do notmaterially change Lessee's hereunder, Lessee agrees to make such reasonable non-monetary ons to this Lease as may be reasonably required by a Lender in with the obtaining of normal or of the Premises. 47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48. of Disputes. An Addendum requiring the of all disputes between the Par and/or Brokers arising out of this Lease is is not to this Lease. 49. Accessibility; Americans with Act. Since compliance with the Americans with Disab Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's use of the Premises, Lessor makes no warranty or n as to whether or not the Premises comply with ADA or any similar In the event that Lessee's use of the Premises requires or ons to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary and/or at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERMAND 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 LESSEEWITH 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 TOWHICH 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 OFHAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITIONOF THE ROOF ANDOPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITYOF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN ARIZONA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLYWITH THE LAWS OF THE STATE INWHICH THE PREMISES ARE LOCATED. NOTE: If either Party to this lease is a married individual, both spouses may need to execute this Lease in order to bind the marital community. The hereto have executed this Lease at the place and on the dates above their resp signatures. Executed at: On: Executed at: On:


 
________ ________ ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 8/9/2024 3:10 PM MTNAZ-15.00, Revised 10-22-2020 Page 17 of 17 By LESSOR: E&V Investments, LLC By: Name Printed: Tina Terranova Title: Managing Member Phone: 602-481-0605 Fax: Email: [email protected] By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: By LESSEE: SenesTech, Inc By: Name Printed: Joel Fruendt Title: President & CEO Phone: 928-779-4143 Fax: Email: [email protected] By: Name Printed: Title: Phone: Fax: Email: Address: P.O. Box 3627, Flagstaff, AZ 86003 or [email protected] Federal ID No.: 20-2079805 BROKER Title: Address: Phone: Fax: Email: Federal ID No.: Broker License #: Agent License #: BROKER Title: Address: Phone: Fax: Email: Federal ID No.: Broker License #: Agent License #: AIR CRE * //www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any formwithout permission in