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1 DANIEL S. MBHR (State Bar No.

289520)
REESE,SMALLEY, WISEMAN & SCHWEITZER,LLP
2 1265 Willis Street
Redding, CA 96001
3 Telephone:(530)241 1611
Facsimile:(530)241-5107
4 E-mail: daniel.mehr@rswslaw.com
5
Attorneys for Plaintiff
6

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 IN AND FOR THE COUNTY OF ORANGE

10

11 No.
NANCY MORROW,Trustee ofTHE MARY
12 ELLEN MORROW LIVING TRUST COMPLAINT FOR UNLAWFUL
DETAINER
13 Plaintiff, (Demand of Complaint is Over
vs. $25,000)
14
JUSTIN ATNEYEL and
15 STEVEN ATNEYEL,individually; and dba
DIME RESEARCH & DEVELOPMENT;and
16 DOES 1 through 10, inclusive.

17 Defendants.

18

19
Plaintiff complains ofthe Defendants in Two Causes of Action alleges:
20
FIRST CAUSE OF ACTION
21
(Against Defendants Named Herein and Does 1 through 10,
22
Inclusive)
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1. Plaintiffis the owner ofthe property located at 5542 Research Drive, Huntington Beach,
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Orange County, California 92649
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2. Plaintiffis ignorant ofthe true names and capacities of Defendants sued herein as DOES
26
1 through 10 inclusive, and therefor sues these Defendants by such fictitious names. Plaintiff will
27
amend this complaint to allege the true names and capacities when ascertained.
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3. Defendants occupy for commercial purposes 5542 Research Drive, Huntington Beach,
1

COMPLAINT FOR UNLAWFUL DETAINER


1 Orange County, California 92649.

2 4. The real property, possession of which is sought in this action, is situated at 5542

3 Research Drive, Huntington Beach, Orange County, California 92649. The Superior Court of Orange

4 County is the proper venue for this action.

5 5. On or about April 1,2016,Plaintiffleased to Defendants certain Premises known as 5542

6 Research Drive, Huntington Beach, Orange County, California 92649, under a Written Agreement for

7 a 5-year Lease and a monthly rental starting at $8,546.00 per month, payable on the first day of each

8 and every month, commencing on or about July 1, 2016. A true copy ofthis Lease is attached hereto as

9 Exhibit A and made a part hereof. Defendants, JUSTIN ATNEYER and STEVEN ATNEYER,

10 personally guaranteed the Lease.

11 6. Pursuant to said lease. Defendants took possession on or about April 1,2016 and are still

12 in possession of the Premises more commonly known as 5542 Research Drive, Huntington Beach,

13 Orange County, California 92649.

14 7. By the terms ofsaid Lease, Defendants were required to pay to Plaintifflate charges for

15 failure to pay rent on time. Defendants failed to make timely Rent payments on March 1, 2017, January

16 1, 2017,December 1,2016 and November 1,2016. The total amount oflate payments for those months

17 is $4,298.80.

18 8. By the terms of said Lease, the term "Rent" includes all monetary obligations under the

19 Lease. The Lease provides that Rent payments will be applied first to accrued late charges and

20 attorney's fees, second to accrued interest, third the Base Rent, fourth to insurance and real property

21 taxes, if any, and any remaining amount to any other outstanding charges or costs.

22 9. On May 10, 2017, Plaintiff caused to be served on Defendants written demand to

23 replenish the security deposit in the amount of$5,298.80 for late charges and attomey's fees, costs and
24 expenses incurred in the preparation and service of Notices of Default and consultations. On or about
25 June 1, 2017 Defendants made a payment in the amount of $8,802.00, this payment was applied to the

26 amount required to replenish the deposit and as partial rent payment toward rent due on June 1, 2017.

27 10. Defendants failed to pay the rent due in the amount of $8,802.00 on July 1, 2017.

28 Defendants also failed to pay the rent due in the amount of$8,802.00 on August 1, 2017.

COMPLAINT FOR UNLAWFUL DETAINER


1 11. On August 3, 2017 Plaintiff caused to be delivered to Defendants written demand to

2 replenish the security deposit in the amount of$15,049.60, in addition to a demand to pay Rent for the

3 monthsof July 2017 and August 2017.

4 12. On or about August 14, 2017 Defendants made a payment in the amount of $9,000.00.

5 This amount was applied to the late charges, attorney's fees, cost and expenses incurred in the

6 preparation and service of notices pursuant to the provisions ofthe Lease.

7 13. Defendants have not paid the full amount of the following rental installments required

8 by the terms and provisions ofsaid Lease, and said amount is now due and unpaid;

9 (1) The $8,802.00 rent due July 1, 2017 for the period July 1, 2017 through July 31,

10 2017; and

11 (2)The $8,802.00 rent due August 1,2017 for the period August 1,2017 through August

12 31,2017; for a total of$17,604.00


13 14. On August 24, 2017, Plaintiff caused to be served on Defendants written notice stating

14 the amount of rent due and requiring Defendants to pay the whole thereof within three days or deliver
15 up possession ofthe Premises within three days after service ofthe notice. The originals and said notice
16 of proof ofservice are attached hereto, marked Exhibit B and made a part hereof.
17 15. Defendants made a partial payment of$9,000.00 on August 24, 2017.
18 16. More than three days have lapsed since the service ofsaid notice, but the entirety ofsaid
19 rent has not been paid. More than three days have passed since service of the notice and Plaintiff is
20 entitled to possession ofsaid Premises.
21 17. Defendants continue in possession of said premises without Plaintiffs permission or

22 consent contrary to the terms ofsaid Lease.

23 18. The reasonable rental value ofsaid Premises is the sum of$293.40 per day, and damages

24 to Plaintiff caused by Defendants unlawful detention thereof have accrued in the sum which is not
25 certain at this time, but will be shown at the time of trial.

26 19. Said Lease provides that in the event suit is instituted to enforce any part of the Lease,
27 said tenant will pay such additional sum as the court may judge reasonable, including attomey's fees
28 and court cost ofsaid suit.

COMPLAINT FOR UNLAWFUL DETAINER


1 20. Plaintiff has been compelled to commence litigation for recovery of said Premises and

2 for default in pajmient ofrent, and Plaintiffrequests a reasonable sum to be awarded to Plaintiff as and

3 for its attorney's fees.

4 SECOND CAUSE OF ACTION

5 (Against Defendants Named Herein and Does 1 through 10,

6 Inclusive)

7 21. Plaintiff incorporates paragraphs 1 through 20 of PlaintifFs First Cause of Action.

8 22. The rent under the Lease attached as Exhibit A and made a part hereof^ is $8,802.00 per

9 month from July 1, 2017 to March 31, 2018; and $9,066.00 per month starting April 1, 2018 to March

10 31,2019; and $9,338.00 per month starting April 1, 2019 to March 31,2020; and $9,618.00 per month

11 starting April 1,2020 and going to March 31, 2021. Under paragraph 13.2(a)ofthe Lease(Exhibit A),

12 in the event of default under the Lease, Lessor is entitled to recover the worth at the time of the award

13 ofthe amount by which the unpaid rent which would have been earned after termination until the time
14 of award exceeds the amount of such rental loss that the Lessee proves could he reasonably avoided.

15 The worth at the time of award shall be discounted at the discount rate ofthe Federal Reserve Bank of

16 San Francisco at the time ofthe award plus one percent.

17 23. Under paragraph 13.2 (a) of the Lease (Exhibit A), in the event of default under the
18 Lease, the Lessor is also entitled to recover any other amount necessary to compensate Lessor for any
19 detriment caused by breach ofthe Lease, including but not limited to the cost ofrecovering possession
20 of the property, the expense of reletting, the cost of necessary renovation and alteration such that the
21 property can he re-leased, reasonable attorney's fees, and the portion of any leasing commission paid
22 by Lessor applicable to the unexpired term ofthe Lease.
23 24. Plaintiff has not yet been able to retake possession ofthe premises and therefore has not

24 yet been able to renovate the property, list it for rent, or re-rent the Premises. No new Lessee has been
25 found as of yet, and will not likely be found until after the conclusion ofthe Unlawful Detainer.
26 25. As a proximate result ofDefendants' breach ofthe Lease,and the consequent termination
27 of the Lease as alleged in this Complaint, Plaintiff has been further damaged in the sum of $8,802.00
28 per month for the period September 1,2017 to March 31,2018; and $9,066.00 per month for the period

COMPLAINT FOR UNLAWFUL DETAINER


1 April 1, 2018 to March 31, 2019; and $9,338.00 per month for the period April 1, 2019 to March 31,
2 2020; and $9,618.00 per month for the period of April 1, 2020 to March 31,2021,for the balance ofthe

3 Lease term after the time of the award in this action, less any sums the Lessee shows will he received

4 by Plaintiff during that period as rent from the reletting ofthe Premises.

5 26. As a further proximate result of Defendants' breach of the Lease as alleged in this

6 Complaint,Plaintiff will he damaged in any sums spent to attempt to mitigate these damages,including
7 the costs of repairing or modifying the Premises to get it ready to rent, advertising, any real estate

8 commissions, and all other expenses in attempting to mitigate the damages by reletting the property in

9 a sum which is uncertain at this time and will he shown at trial.

10 WHEREFORE,Plaintiff praysjudgment as follows:

11 AS TO PLAINTIFF'S FIRST CAUSE OF ACTION

12 1. For restitution of said Premises;

13 2. For the rent of said Premises now due and unpaid for the period set forth in Paragraph 13

14 hereofin the sum of$17,604.00;

15 3. For damages at the rate of$293.40 per day after August 31,2017, until the date of Award,

16 aceording to proof;

17 AS TO PLAINTIFF'S SECOND CAUSE OF ACTION

18 4. For the worth at the time ofthe award ofthis action of unpaid rent that would have been

19 acerued for the balance ofthe term ofthe Lease after the time ofthe Award in this action,

20 totaling up to approximately $397,878.00, less any rent Lessee shows will be received by
21 Plaintiff during that period from the reletting ofthe Premises, discounted at the discount

22 rate of the Federal Reserve Bank of San Francisco at the time ofthe Award plus one

23 percent.

24 5. For expenses incurred in preparing the Premises to relet and in reletting the Premises, in a

25 sum according to proof.

26 AS TO BOTH CAUSES OF ACTION

27 6. For reasonable attorney's fees; and

28 7. For costs herein and such further relief as is proper.

COMPLAINT FOR UNLAWFUL DETAINER


1 Dated: August 31, 2017

2 REESE,SMALLEY,WISEMAN & SCHWEITZER,LLP

4
DANIEL MEHR
5 Attorney for Plaintiff
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COMPLAINT FOR UNLAWFUL DETAINER


VERIFICATION
1

2
I, DANIEL S. MEHR,do hereby declare:
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I am an attorney and partner at the Law Offices Reese, Smalley, Wiseman &
4
Schweitzer, LLP, attorneys for Plaintiff NANCY MORROW, Trustee of THE MARY
5
ELLEN MORROW LIVING TRUST,a party to this action. PlaintiffNANCY MORROW,
6
Trustee ofTHE MARY ELLEN MORROW LIVING TRUST is absent from the County of
7
Shasta, where our offices are located, and I make this Verification for, and on behalf of
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NANCY MORROW,Trustee ofTHE MARY ELLEN MORROW LIVING TRUST,for that
9
reason. I am informed and believe, and on that ground allege,that the matters stated m this
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COMPLAINT FOR UNLAWFUL DETAINER are true.
11
Executed this 30"^ day of August 2017, at Redding, California.
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DANIEITS. MEHR,ESQ.'
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VERIFICATION - COMPLAINT FOR UNLAWFUL DETAINER -Orange County Superior Court


EXHIBIT A
AIR COMMERCfAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE - GROSS
<00 NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1- Basic froviloR8 {'Basic Pmvisions'*)
1.1 dated for referenGs purposes ojiiy MsT I, " s?
is made by airtd between Hary 'Ellign ^4orrow Lix^it-q

and Dev-e'loprii^nt " I!" ' ^


(cotlaetiveiy " ^ i.seo I
1.2 Pramlses: That certain real property, moludins ail Improveroems ttierein or to be ptwIdBd by Lessor under toe terms et this L^se
and cx^moiriy known as 5542 Hes^arcli Driv*^
toeated in the County of Dt^sZI~ '
and generally dascnbed as (destrribe briefly the nature of the property' and. if ap^ieeWe, the -Projeel-, it the property is kiatet) wWn a Projertr" '
of concrete tili:-,,p coBotructioir conrrirrr i or, ,.r
approisitria tel v 10. 054 "
r*;; ("Pifsmlses"). (See also Paragraph 2)
re sOj ^ CCommwticafflem ("CWBlna!
Oate") Term")
and commstrcing
endirtg
fEspJration Oate"). (See also Paragraph 3)
N-rne ''' Ptsiriises ate available Lessee mayC^arty
have Possession
non^ryduslwBate"),
possession of theF^ragraphs
(See also Premisoa3.2oommendns
and 3.3)
1.5 Base Rent; Sg, -;is6. Ou per month ('Base ISent"). payable on the 1 st
day Of each tooMb oommeneing g^dgv foUolnq the da te thr
Zj . (See also Paragraph 4)
IsL^eSL^a^^phto!
1.6
" * ^ ^
Base Sent and Other Monies Paid Upon gyectition;
3ase Rent to M atfiusted. See Paragraph
(a) Base Rent: 18, 546. 00 fcrthepehod MottKh one (li o the Lffasc

(b) SerairltyDeposit; $.28, B54 00 ("Security OeposM's. (See also Paragraph 5)


(c) Associatiott Fees: Stione for the period
(d) Other: SNone for None

(e) Total Due Upon Esecutton of this (.ease: $37, 400. 00


1.T ^reed Use: Reseaieh, deveioperaent: and nainerina for cN> 'Hint. 'jerFor-mo-.-e
autoaotiv'g indij.strv7^ ~ ^
-F I^ee aieo Paragraph 6)
1,8 Irtsaring Party; Lessor is the -Itistirtng Party". The annual "Base Pramfom" Is $4,886.00 (See also Paragraph 8)
i.d Real Esiata Srokrst {See aiso Pafegraph 15 end 25)
applicable bokes)*^' 'Brokers") and brokerage retatotships exist in this transaction (check
' ea.; 6.0 tat(e_av ^ -Jia St. Omer aoy represeiits Lessor exclusively ("Lessor's Brt^er");
^Sijl.{a3^LLiJi-lSgi-j2Ltg .O.gTY.-lc.es - Gay.ln Debn.istori fspresatrts lmsm exclusivety ("Lessee's
Broker"): or O
^ ... represents both Lessor and Lessee
("Duet Agency").
(b) Payment to Brokers: Upon execution and delivery of tois Lease by both Pwties, Lessor shall pay to the Brokers the bfokerage
fee agreea to in a separate tvfttten agreement (or If there Is no such aBrssment, the stirn at M/.A or N/fi % of Ihe total Base
Rant) for the bfok&mQ& services rendered by die Qrcskerg.
1.10 {tfuaranttw. ^ He obligations of the Lessee under this Lease are to be guarantwill^JsiS tin AtJiey^si aod
_a

: ("Guaientoi*). (See also faragraph 37)


1.11 Atlschments. Atedred hereto are the foltovring. all of which consttuts a par! of this iea.se:
0 an Addendum consisting of Paragraphs 4 9 through 55
O a plot plan depicting the Premises:
D a curterrl set of the Rules and Regulations;
O a Work Lattar;
O a energy disolosurs addendum is attached:
0 other (specify): G-3 a rant y of Lease, Oaiforiri D'..scl.ossire and tiiaiitatifan of I,labil.li.y Ftrrr..s for
hi.^.9. and Lesaee, Disclosure Regarding Rea.l Estate Aaajjoy^~Rftlati.onshlp Ioctis gajTIeisor"'^
agent and i,ss,s(!a<s agent. ~ " ^ X^S<
(51"
2001 - AIR COMMSRCIAL REAL ESTATE ASSOCIATION
FORM STG-23-09/1Si
upon a8 ofthe Premises, fw the term, at Ihe mntal, aiKj

conslrudad by Lsssae. shaB ba in good <wraftia SaSj^TistcS'r^ihl^^'"lf' elsments In ths Premises, other than those
foundation of any builifmas on me t 2? , structural elements of the roof. beaHng w!ls and
any mtjltl or fur^i defined as toxic under anniLahi#* i4hrA^2trf^ i ^ite UrUt does not contain hazardous levels of
su| systo^s
such matter, except as otoetvvfee omvided tn th} i mmrttt/ ^psfttto. Lessor shall, as Lessor^ sola ehlissfion vwto respect to

loan icu^>ftoPrbmlsb;; htKi()any due under any


)iioabtelL.oov^st"Strl^rs,1^1Si;i!;s',XiS^,^4^^
ira^reqSS^^/toSi^^iStesSwOTStertoif^^^f ^ vrti put tho Prsmisos, modiSiSLis vJidt
ap(ml^tef Lss98- tntoreiob uso. and ncknowlndBen that past usas of tha

cSSnsa^S&p^dTh^ """ *'' tt thb fhamlana nsS


.;.^gsassyrj^agssrrazits^
iltarSrSruS
vSitfr^^N^n St
shell^^it StS: ^ determines mat It is ^
qjtlon to terminMe this Lease upon m days prbr wdtten notice to Lessee unJess Lessee notifies lessor in
St S d ^ ? t? toifminabon notice toat Lessee vm pay for such Capital Exnendltom If Lessor does not elect m
unui uessors srare of such costs nave bei fully j^kf. If s-essee is unable to finance Lessor's share, or If the balance of the Ret diiA nrf r.Ku.
d^^OT n<i^5 L^ ^ on an offeet basis, Loasae shall haya die rt^t to tanninata Mds Lease upon 30
iii. | t i ii a
unexpected, ^^sions
and new Appficable Requirements, If the corKremtogamCapiW
Capital Expenditures InsteadExpantttures
tHqoersd byare intaidad
Lessee as a toresult
apfdyof only to nbn-vohtnlary
an actoai or roo^
Senaed"u^ or toSu m^ificaiton to the Premises mm. and in that event. Lessee shall either; <l) Immediately cease strch
naeassaiy
connpleto su^ Capr^ BtpertoJire at its own expense. Lessee shall not. however, havetoany
Stoats
right tothe retjuirement
tomtlnate for such CapKal Expsnditore. or ()
this Lease,
w u t .A Lessee adcnowtod^s that: (a) It has been given an f^ortunity to Insped and measure the Premkfi it
JiS HV^lid 8^sfyonwronmental
it^f with to theandsizecomi^lance
asr^cts, and condtHon of the Premises
with Apr^lcable (indudingandbutthenotAmericans
Requirements fimited towith
the
mS^ and^assumes
mattem Sri afi responslbilify therefor asajtended
the sameuse. (c) toLessee
relate has madeof such
Its occupancy Investigation
the Premises, (d) itasisItnot
deems
relvinanecessary with r^erenceantoinsixm
on ^v reoresantotion mn
S pay toe hereto^'^^ not matorial to Lessee* decision to lease the Premfees
resort to tr^mSern SflSriit^il fnrih Iff ^ representations or warranties wim
omSn f S S-fJf aclcnowl^toes mat: {1) Brokers have made no lepmsentattons,
toves^le thTSSS^ responsibility to

3, Term,
3,t Commencement Date. Explratbn Date and Original Term of tola Lease are as specified in Paragraph 1 3
Pmmte L gmnfing Lessee
Premises b^^ ^labte fca^ such possession prior to the Commencement EarlyAnv
Date. Pdssesston of thePossession
grant of Early Premises Isonly
sttoject to amia commton^
conveys non^exclu^eupcm
riohttheto
S f Premises prior to the' Commencement Date, the
^^insurance S2^ of su^
premitmis end toCariy Possessim
maintain Ai other
the Premises) shellterms
be inofeffect
this Lease
duringOnciudlng but not
such pertod. ArtySmiled to thePosses^on
such Eerty obligationsshall
to pay
notReal
aftoctPrwrty Taxes
the Ext^rehon
1 L^sra- QQtmsi to use ite best commenrfaiiy reaaor^ble effoits to deliver posses^mi of the Premises to
Khif LS SSf ?w?' possession by sut^ date. Lessor shall not be subject to any
f affe(4 mis Lease or changp the Ejgjiraifion D^.ofLessee
peridd shall not that
mnl abal^ent however,
LesseebewoJothervTe
ofafigated to pay have
Rent
f J^POfssion and continue for a period equal to what lessee would otherwise have enjoyed under the terms
S f omissions of Lessee. If possession is not delivered within SO days aft- the Commencement
S funded u^er the temis of any Work Letter executed by Parties. Lessee may. at its option, by notice in writing within 10
iSf! this lease. In which event the Parties shall be discharged from ell obligations hereundl-. If such
d^^^ wkhin 120 days after ihe Commencement Date, this lease ^all termmato unless other agreements
dSed^ii^imrW termlnato.am Ifreached between
posseson Lessor
of the and Lessee,
Pmmises is not
(Ration to mcm6 evidence of msumnce (Para^ph $.S), Pendingto delii^
^ requked of suo.h evtoenco.
deliver possession Lesseetoshall
of the Premises be required
Lessee until les files vrith its
of Its

PAtSE 2 OP 13
..,.IZ^
tNltlALS

^001. AIR eOMMRGIM. REAL ESTATS ASSOCiATIdN STO.23^1^


oblfgatos i^er this tease from and after the Start Date, iadeding the payai^t of Rent, rvotwithsfendkio Lessor's etecUon to vwdiHdd possssslorj
^ndmg of such ^hC8 of insurance. Furthen If Lessee Is requ^ to p&ffmn ar^ other conditions prior lo Xff concurrent the Start Oats,
the Start Date enaii occur iHrt Leeeor may elect to teithhokJ possession until sodi c<^cHtions are saysfied.
Rent
4.1, Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (ejuiept for the Secdrlly Deposit) are
deemed to tse rent CRent").
,
d^uchon {except asPaymant.
specificatfy.permitted
Lessea shall <^aa payment of Rent lo be reodved by Lessor In iavsrfui money of the United States, wjihout offset or
in teis Lease), on or t^tbre the day on which ft Is doe, Alf monetary amounts shall be rounded to the neamst
^ole <tellar. In the event that any Invoice jps-epared by Lessor Is Inaccurate stidi Inaccuracy shall not constitute a waivef and Lessee shell be obligated
^pay the amount set fordi ki d>is Lease. Rent f<^ any period dunng the term hereof which is for less than one tell calendar month shea be prorated
rased ujft the actual numb^of days of said mon^. Payment of Rent shall be made to Lessor al its address stated herein or to such odier persorts or
pace as l-essor may from ^e to time designate In vwltlng, Acceptance of a rayment which is less than the amount then due shall not ise a walimr of
Le^rs r^hts to tlie balance of such Bent, regartdess of Lessor's endorsement of any ched( so stating. In the e\mnt that any che^, draft, or other
mstfifmenljjf payment given by Lessee to Lessor Is dishonored^any reason, Lessee agreesto pay to Lessor the sum of $25 In additkm to any Late
Charge and Lessor, at Its optkm, may require all future payments to be made by Lessee to be by cashtet's chedt. Paymerits be aj^fied first to
accrued late charges and atitneys fees, second to accrued interest, teen to Base R^t, Insurance and Real Pfopeity Taxes, m any remaining
amount to any oUier oulstandteg charges or costs.
^ TAeeociahOB-Fads.In oddltiQfl to <he--B3se--Redy'4^fiee--sh38 -poy- to. Lcrosor each mQnij~en amount"tsHauaj-'te- any-o^
ascoGlatton or condoimnium foos levledor escetased t3gain6tthtaPrefflise&i.^^^Said-menies-ehalL&0'|"

Of4 Its
u ral^atlons under
Deposit Lessee
this Lease. shell deposit
If Lessee fails towih
payLessor
Rent, upon execution
odwwise hereofunder
Oslaults tea Security Deposit
tels Lease, as may
Lessor security
use,for Lessee's
apply taithful
or retain ell orperfornianoa
any porbon
of said Seajnty Deposit lor tee payment of any amount already due Less-, ter Rents whltte will be due In me future, and/ or to r^mburse or
compensate lessor for any liability, exprase,lora or damage wtelch lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any
pwslt to^theSeradty DeposlL
full^ount Lessee
fequired shalll^iae.
by tels v^min If10the
days after
Base wtten
Rertt requestdudng
Increases therefor
thedeposit
tomi ofmonies with Lessee
this lease, Lessor sufficient
^ali. uponto restore
written said Security
request from
i^r. deport sddrtionai mrales w^th Lessor so that the total amount of the SecuHty Deport sha8 at all fimes beer tee same proportion to the
greased Base Rent as tee irfttlai Sera% Deport Lore to tee totdal Sera Rent Should tee Agreed Use be am^ded to accommodate a material
tteange in tee bu^ftess of Lessee or to accommodate a sublessee or ass^nee. Lessor shall have the right to increase the Sectelty t^oslt to tee
^enl necessary. In Lessor's reasonaWe Judgment to account tor any Incre^ised wear and tear teal the Premises may suffer as a result themoL If a
rteange In control of Lrasee occurs during tels Lease and followtog such change tee financial condteon of Lessee Is, in Lessor's reasonable judgment,
sigmficsnfiy reduced, Lessee shall deposft such additional monies wite Lessor as shall be sufficient to cause the Security Deposit to be at a
ixrrnmerc^ally reasonatHe le^ based on such change In financial condition. Lessor shall rust be required to keep the Security Deposit separate fmrh ite
applied f
by lessor Within
Lessor90shall
daysupon
afterwritten
the expirafion termioalkm
request pro^e Lesseeofwith
thisanLease, Lessorshowing
eccounfing shafi return that portion
how that portion of
ofthe
tee Security
Security Deposit
Depositthat
not was
usednot
or
reujimed was ej^lled. No part of tea Security D^ExssIt shall be considered lo be h^ in trust, to bear interest or to be prepayment for any morfies lo!:
paid by Lessee under tels Lease,
8. Use,
^ 8.1 Use. Lessee shaN use and oixupy tee Premises only for the Agreed Use.or any other legal use whidi Is reason^y comparable
teerelo, tor no other purpose. Lessee shall not use or permit the use of tee l^mlses In a manner that is unlawftd, creates d^nage, vwisto or a
r^sance,or teat distorbs occupants of or(usra damage to netohbCHlng premises or properties. Oteer than .guide, signat and seeing eye dogs. Lessee
anal not keep or allow In tee Pmmiises any pets, animals, brrds^ fish, or r^tiies. Lessor shall not unreai>nably vritehold or delay Its consent to any
^^n request for a modlllcaU<te of the Agm^ Use,so long as tee same wifi not rmpair tee structural Integrity of tee improvements on the Premises or
the mechanical or electrical systems ther^n,^d/or Is not ^IficanUy more burdensome to the Premises. If Lessor etotfts to withhoto consenL lessor
s^i within 7 days after sodv request give vwltton notification of same, which notice shall Include an explanation of Lessor's dajechims to tee diange in
6,2 Hazardous Bubstanoes.
(a) Reportofeie Uses Require Consent The term "Hazardous Substance"* as used in this Lease shall mean any product
substance, or waste wf>ose presence, use, manufactoie, disposal, transp<^tion, or release, elteer by Itself or m combination with other mat^ls
expected to be on tee Pnnise$. is eiteen {!) potenfialiy Injudras to tee public health, safety cr weltere. tee anvlrtsnm^ft ta* the Premises, fil) reguteted
or monitored by any goverrsn^itai authority, or(fii)a basis for potentlaMlabllfty of Lessor to any governmental agency or third party under any apdlca^e
stetete or common law theory. Hazardous Substances ;^iall Inoiude, but not be ilmlted to, hydmcaibons, petrcfieum. gasollrje, artd/or crude oil or any
proteicts, by-products or fraofions thereof. Lessee shell not er^age In any araiv% In or on fine Prenslses which crasfilutes a Reportable Use of
Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) vMt ail /^ficaye
Requirements, "Repoft^le Use" sh;^ mean (I)tee Installation or use of any ^ve or b^ow gnsund storage tank, 00 tee generation, poases^cm.
storage, use. toansportatton, or disposal of a Hazardous Substan^ that requires a permit ffom. or vth respect to which a report, nofico, registration or
busings pien Is required to be filed vrith, any govemmentoi auteority, end/or (III)tea presence at tee Premises of a Nasardras Substance with re^mct
to which any ^opfical;^ Reqtrimments requires teat a rnstice be given to persons entering or occuj^ng the Premises or neighboring properfies.
Notwithstonding the for^tfing. Lessee may use any ordinary and customary materials reasonabfy required to be used In the normal course of the
Asmed Use. <dfnary office supplies (copier toner, liquid fitoe. etc.) and common househyd cleaning materiys, so lorvg as such use Is in
compilance ysifth all Applicable Requirements, is not a Reportable Use. and does not ejqsose the Premises or neighboring property to any meaningtoi
risk of contamfnaHon or damage or expose Lessor to any liability teerefor. In addlfion. Lessor may condition its consent to any Reportable Use upra
receiving suite addltlraal assurances as rrasonably deems necessary to protect Itself, ttie putelc, the Premises and/or the envimnmeni against
damage. ctmtamlnaUon, fnjury artd/or liability, todudlng. but not fimlted to, tee Instafietlon(and remmrei on or before lerae exyratlon or ienmlnatlon)of
protective modificaUons(sutte as concrete encasements)and/or Increasing the Setairity Deposit.
(b) Duly U> Intoim Lessm*, If Lessee knows, or has reasonable cause to believe, teat a Hazardous Sutjstanoe has come to be
located In, on, under or about the Premises, omtthan as p^8^^ou8ly consented to by Lessor, Lesi^ shall Immediately ^ve wftten notice of such fact
to Lessor, and jfrevlde Lessor wtft> a copy of any report, notice, ctalm or oteer documentafion which It has rancemtog tee presrace of such Hazardous
Subslertce.
(c)lessee Remediation, Lrasee shall not cause or psnnft any Hazardora Substance to be spied or released In, on, under, or
about the Premises (induding through tee plumbing sanitary sewer system)and shall promptly, at Lessee's exoanse, comply vrite all AppTicable
Requirements and take all Investigatory andtor remedial action reasonably recommended, vteather or not formally ordamd or required, tor the cleanup
of any contamination of, and for tee maintenance, security and/or mofw'loring taf tee Premises or nelghboriflg properties, that was caused or materially
contributed to by lessee, or pertaining to or Involving any Hazardous Substance brought onto the Premises during tee term of tels Lease, by or for
Lessee, or any third party
(d)Leraee indemnlficabon. Lessee shafi Ind^nlfy. defend and hold Lessor, its agents, employees, lenders and ground lessor.
If any. harmlras frcre ami agalft arty and aft loss of rente and/or damages, liabilities, judgmente, claims, expenses, penalties, and auomeys* and
consultants* fees arising out of or involving any Hazerdras Substance brought onto tee Premises by w for Lessee, or any third party (prodded,
however, teat Lessee shall have no iiabllUy under this Lease with respetft to undai^round migration of Hazardous Sutjstance under the Premtees
from adjac^ pmpertles not caused or contributed to by Lessee). Lessee's <foligatlons shaH Include, but not be Hm'ited to. tee aftocte of any
contamination or injury to person, property zm" the envfefonmi^,? created or suffered by Lessee, and the cost of Investlgatfon, removal, remediatftm.
restmatlon and/or atreiement and shall survive the eofoireikm or tormlnallon of this Lease. No temilna|}on> cencellsftlon or leieese egreement
entered Into by Lessor end Lessea shall retoaee Lram&e ffmn Ha obligations under this Lease with respect to Nazm'doifs Substencae, unless
specificslty so agreed by Ijsssor In wrldi^ al the time of suite agraeinant.
(^) Leeeor Indrnmnlffcabon. )toept as oteerv^ provHted In paragraph 6.7. Lessor and Its successors and as^gns shall
indemnify, defmid, reimburse and hold Lessee, Its employees and landers, harmless from and against any and all en^rironmental damages, including
the cost of fomedlatton. vteiCh result from Ha^ous Substances which existed m tee Premises prior to Lessee's occupancy or wNch are caused by
the gross rs^llgence or llltol miscoridliot of Lesser, Its agents or emf^OyBes, Lessor's obfigations, as and vteen required by the Appllcali^
Requlremeote,^11 Include, but not be limited to,tee cost of fovestigation. removal, remediation, restoration and/or abatement, and shaH survive tee
exphatem or termination of tete Lease.
(t) Inveshgatione and Remedlahons, Lessor shaH retain tee respotn^billty and pay for any investigatlona or remediation
measures required by governmental entitle ravfng jurisdiction with respect to the ejoslence of Hazatoous Substances on(lhe.J^amlses prior to
Lessee's occupancy, unless surte remedtetem measure Is required as a rasuft of Lessee's use (including "Alterations", as defin^m^regraph 7.3(a)
below)oftee Premises, in whiite event Lessee iiteall be responsible for switte payment Lessee shall cooperate fully to any such-ao^pS^Nra request
PA0B30P13

INITIALS "

moi - mimMmm.miL mmmwmmm


of lessor,includ^ aid ICS-sot's agaits to have mast^abb access to the Pr^tsas at raasonabfe bmes In onJet'to t^ity mil Lessor's
investigatjva end mmedl^ re^jfiisji^fies,
CS)Lessor Terniihatibn Cation. If a Hazardous Substance CondlUontseo Pfltfa0raph9,l{a))occurs during die tctrm of this Lease,
unless Lessee is legaBy responsible therefor (in ^ilch case Lessee shall meke dte InvesUgadon and remediation thereof required by die ^^ipllcaNe
Requirement and this Lease shall continue In lull force and effect, but sub|ect to Lessot^s rights under Paragraph 6.2<d)and Paragraph 13), Lessor
may, at Lessor'^s opdon, i^er (I) inveshgale and remedlala such Hazardous Substanoa Condign, if required, as soon as reasonably posslt:^ at
Lessor's ejqji8e in which event ihm Lease shall conbnue in full force and effect, cr If the estimated cost to remediate such coridtion exceeds 12
tknes the then monthly B^e Rant or $100,000, wNchaver is greater, give wnhen nobtre to Lessee, within 30 days aher receipt by Lessor of knowledge
of the occurr^ice pf such Hazardoys Substance Ccmditlon. of Lessor's desire to terminate this Lease as of the date 60 days foflowlr^ the date of sudi
notice, in foe event Lessor eiecis to give a tsrmlnafom notice, Lessee may. within 10 days thereafter, give wdlten notice to Lessor of lessee's
commlbnent to pay foe ^ount by vfoich foe cost of foe remediation ofsuch Hazardous Sut^tance Condition exceeds an amount equal to 12 times foe
then monfoly Base Rent or $100,000, whichever is greater, lessee ^ail provide le^r vwfo said hinds or ^sfactory assurence thmeof within OS
days following such commitment. In surfo event, fols tease shall continue in full foree and eiect, and Lessor shall pret^ed to make such remediation
as soon as reasonabiy possible after foe required funds are available. If Lessee does not give such notice and provide the required funds m assurance
thereof withlil foe time provided, fois Lease shall terminate as of the date specified In Lessor's notice of termlnatifm.
6.3 Leseee^s Compitenoe with Aj^iicabie Requirements, gxcept 5 othfovisse ja-ovKJed IP this lease, lessee shall, at test's
sole jqaenae, folly, dS^ntiy arKjjn a iimety mm^, maredally comphr wifo all Applicable Requirements, the requiremmits of any applicable tiro
Insurance underwrltef or rating bureau, and the recommendations of Leeor% engfoeers andfor consultants which refaie In any manner to the Premises,
without regard to whether said Afnsiicable Requirements are now in effect or become effective after foe Start Date. Lessee ahali, wlihin 10 days after
receipt of lessor's written request, provide Lessor with copies of all permits and other decumenls. and c^her information evidencing Lessee's
^mpllance wilh any Applicable Requirements apecined by Lessor, and shall Immediately upon receipt, notify Lessor in wdting (with copies of any
documents inwhred)of any foreataned or actual daim, notice, citation, vreming, complalftt or report pertaining to or Involving the failure of Lessee orfoe
Premises to comply with any Applicable Requirements. Ukewlse, Lessee shall Immediately give wHtten notice to Lessor of:(i)any water damage to the
Premises and any suspected seepage, pooling, dampness or other tzmdition condudve to the li^ducUon of mold; or (ii) any musfoiess m'ofoer odore
foat might indicate the presence of mold in foe Premises. In addition, Lessee diail provide iressor vilfo copies of its business ticsnse, certiticate of
occupancy and/or any simHar document within 10 days offoe receipt of a written request therefor.
6.4 inspeotlor}; Complfonce. Lessor and lessor's "lender*'(as defined in Paragraph 30)and consultants shall have foe tight to
foiter into Premises at any time. In the case of an emetgency, and otherwise at reasonable times after reasonable notice, fbr foe purpose of inspecting
the condition of foe Premises and for verihting comf^lence by Lessee wilh thfe Lease. The cost of any such inspections shall be paid by Lessrar, unless
a violation of AppNcabie Requirements, or a Hazardous Substance Cmidltion(see peragreph 9.1)Is found to exist or be imminent, orfoe inspection is
requested or ordered by a goverementai aufoonty. In such case. Lessee shall upon request r^mburse Lessra^ for the cost of such Inspection,so long
as such Inspection Is reasonably related to the vioiation or contamteation. In additfon. Lessee shall prmtide copies of all relevant material safety data
sheets(MSDS)to Lessor within 10 days offoe recefot of a written requestfoerefor.
7. tifjalntenance; Repairs; Utility Installallonst Trade Fixiuree and Tdl^afoms.
7.1 laseeete Obllg^tfons,
(a)In General, Subject to the provisions ofParagraph 22(Condition), 2,3(Gompllance). 6.3(Lessee's Compliance with Apftifoable
Requirements), 7.2 (Lessor's Obiigallons), 9 {Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expanse, keep the
Premise, UtHfof instaKatrons (Intended for Lessee's exclusive use, no matter vfoere located), and Alterattons in good order, o<mdition and repair
(whether or not foe portion of the Prsanlses requitirtg repalre. tw the means of repainng the same, are reasonably cv readSy accesi^bie to Lessee, and
whefoer or not foe^need for such r^aks occurs as a result of lessee's use, any prior use, foe elements or foe age of sudj podkm of foe Premises),
including, but not limited to, all equipment or fadlittes, such as ^^umtting, HVAC equipment^edrlt^l, lighting facllitias, boilers, pressure vess^s, fire
protection system, fixtures, walls (interior and extetior), cei^ngs, fioore, windows, doors, plate glass, skygghts, landscaping, dnvaways, parking lots,
fences, retaining walls, signs, skJe^ks and pte'kways located In, on, a* adlacmit to foe Pnamlses, Lessee is responsible for keeping foa roof and
roof drainage deaai and free of d^s. Lessor shall ke^ foe surface and structural elements of foe roof, fmindations, and isearlng walls In good repair
(see paragraifo 7.2). Lessee, In freeing foe Premises In good mder, condttkm and repair, shall exerdse and perfomi good maintenanire prat^ces.
Specifically Including foe procurement and maintenance of the service contracts required by Paragraph 7.1(b) below, lessee's obligations shall Include
restorations, roffecemenis or renewals when necessary to keep foe Prmnlsee and ail Improvements foerson or a part thereof in ited order, condition
and state of repair. Lessee ^afi, ckmng the term of this Lease, keep the exterior appearance of the Striding in a firsi-dass condition (incHidtog. e,g,
graffiti removal)consistent vifith the exterior appearance of ofoer simllsr iadflties of comparable age and size In the idcinlty, tndudtog. when necessary
foe extmlor repainting of the Building.
(b) Smvlce Contrects, Lessee shell, at Lessee's sc^e expense, precure and maintain contracts, wifo copies to Lessor, in
customary form and substance tor, and witti contractors specteiafog and experienced In the maint^anoe of the following equfoment and
imfwovements, any, If and whai installed on foe Premises; (i) HVAC equipmenl (11) boiler, and pressure vessels, (lil) fire extlngulsfoing systems,
Indudlng fire alam andAM* smoke detection,(iv)landscaping and Imgaticm systems,stto(v)darffiers. However. Lessor resserves the right, upcm notice
to Lessee, to }ocur and maintein any or all of such serwce contracts, and Lessee shall lessor, upon demand,fcr foe cost thereof.
(c) Failure to Pertoii. If lessee falls to perform Lessee's rfollgattons und- this Paregraifo 7.1, Lessor may enter upon foe
Premises after 10 days' prtor vwitten notice to Lessee(except in the case of an emergency, in vfoidh case no notice sh^ be requtied), perfomi sutfo
qtfilgations cm Lessee's behalf, and put foe Premises in good order, condition end repair,and Lessee shall promptly pay to Lessor a sum equal to 11S%
offoe exist tirereot
(d)Ret^acement Subject to Lessee's Indemnification of Lessor as set forth in Paragraph 8,7 b^ow, arto without relieving Lessee
of li^fity f^ltir^ from Lessee's tellure to exercise and perform gc>d maintenamce practices, if an Item described In Paregra^fo 7.1(b) cannot tto
repaired ofoer than at a cost which is In exrress of 50% of the cost of replacing such item, then such Item shafi be repiaoed by lesson and foe cost
foereof shall be prorated between foe Parlies and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease, on
foe date on which Base Rent is due. an amount equal to the product of multiplying the cost of such replacement by a fraction, foe numerator of whicfo is
one,and foe denominatcx'of whitfo Is 144(le, 1/144th of the cost per monfo). Lessee shall pay interest on foe unamortlzed featenoe but may pr^ay Us
otfi^tlonatanytime,
7.2 i^sof's CH>ilgaiires, Subject to the provisions of Paie^phs 2,2 (Condition), 2.3(Compliance), 9(Damage ex* Desirectlcn)and
14(Ctmdemnation), it is intended by the Parties hereto foat Lessor have no obligaticm, In any manner whatsoever, to rejpmlr end malniao the Premises,
or foe ^ufomeot therein, ail of vfoUfo obligations are intended to be thatof the Lessee, except for foe surface and structurel elements of the roof,
foundations and bearing walls,foe repair of vfolch shall be the re^nslNlfor cff Lessor upon reos^t of written notice foat autfo a repair Is necessary, it is
foe intentiort of foe Parties that the terms of this L^se govern the respective obligations of foe Parties as to malntmtance and repair of foe Premises,
end they expressly waive foe benefit of any statute nov*f tx- hereafter in effect to foe extent It is inconsistent with foe terms of this Lease.
7.3 Utility foefolialionetTimdeiqxtores;7Uteireito
(a)Oefilnlllpns. The term "Utiilly fnslallations** refere to all floor and window coverings, and/or vacuum Ones, power r^nals,
electric^ dlstrlbutton, security and fire protection systems, communication cabling, lighting fixtures, HVAC ^ulpment, jftiumblng. and fencing In or on
the Premises. "Hie term "nrrade Fixtoraa*' shall mean lessee's macNneiy and equfom^it that can be removed without dofog mat^lai damage to foe
fhemises. Ttm term "^Uteratlone** sitall mean any modification of foe improvements, ofoer than Utifity Installations or Trad fixtures, whether by
addition or deletion. "Lessee Owned Alterations and/or Utility instatiations" are defined as Alteratior>s and/or Utility Instailatiims made by Lessee
that are not yet owned by Lessor pursuant to Paragraph 7,4(a).
(b)Consent Lessee shall not make any Alterations or Utility Insolations to foe Premises wittiout Lessor's prior written consent.
Lessee may,however, make non-struraural Alterations or Utility Installations to the Interior of foe Premises(exduding the roof)wititout such consent but
upon notice to Lessor, as tong as foey are not vtsibie from foe outside, do not Involve punctiirlr^g, relocating or removing ttie roof or my existing waSs,
will not affect the electilcat, iHumbing. HVAC,and/or llto safety sydems,do not fo^ requirement for addilionaj modifications and/or imprevemils
to the Premises resulting from Applicable Requirements, such as comi^ance with Title 24. and the cumuiative cost foereof during this Lease as
extended does not exceed a sum equai to 3 mmifo's Base Rent in tire aggregate te'a sum equal to one mt^fo's Base Rent in any one year.
Notwithstanding foe foregoing, Lessee stmS not make or permit any roof penetrations andfor Install anything on the roof without the prtor written
at^rov^ of Les^r, L^sor may, as a prettondition to grarsting suifo ai^jrovai, requtia Lessee to ytilbre a contractor cttosen and/m- approved by lessor.
Any Alterations or Utility Insteilations that Lesstre shall desire to make and which require the rtonsent of the Lessor shall be presented to Lessor in
wri^n torm witii detail plans. Conserfi shell t>e deemed conditioned upon Lessee's; (i)acqulrir^ ell eppllcabie governmental permits,(11) lumlshirjg
Lessm'with copies of both foe pemtils and foe plans and spedftcations pricx^ to commencemmit of foe vHfk. and (III) compSance v^fo all conditions of
said permits and ofoer Apffilcade Requlremente In a prompt and expet^Smts manner. Any /Mtsrations or Utility Insteliations shall be performed in a
vwjrkmartiike mteer wsfo good and sufficient materials. Lessee shati promptly upon completion tornlsh Lesstxr with asbui1t eilllSMqto
For work which costs on amount In excess of orte m<mih's Base Rent, Lessor may conditimi Its consent upon Lessee provldlrre a nl^^ti^comidellon
bond In an amount equal to 160% of foe ^tlmated cost of such Alteretlon or Utiilty instefi^on andtor upon Lessee's posllng>q^,4^^^^^,^eourily
RA0e40ri3

INITIALS INITIALS^

mm - m cmmmAL real ebtate association mm stG-zs-ci/tiis


Deposit Lesmjf,

for Lessee at or far JftSSif ^matsriais furnished Of aiiagad to have been furnished to or
i^aS 1 rhia ^ secured by any mechanic's or materfaimen's tien agaeist the Premises or any
^ non^sponsfbHify. If Lessee shall contest the valldHy ofofany
commencement anysuch
worklien,
In. on or about
delm ^e f^mises.
or demand, and
then Lessee
mfJkl fu protect jtself. Ussor and the Premises against the same arid shall pay and satls^ any such adverse judgment that
^mJni f enfo^ment theieot If Lessor shall requite. Lessee shall furnish a surety bond In an amoimt equal to 150% of the
S ^ " ^ ^'or,.
7A Ownership: Removal;Surrsn^;and Restoration.
Instellatbns
ms^iiaiyns rnadeiifl^^S^h1h?!m^^ ownership as
mads i)y Less^ shall bs the property of Lessee, but constdered a part of the Premises. herelnallsr
Lessor may. atpmvlded.
any time allelect
Alterations
In wrltkioand Utility
to be the
?!J^ Alterations and Utaity InstaSations, Unless oUierwise instructed per p^agraph T 4(b)hereof all

itm tomi rtf ^lessee of written notice hrom Lessor not earlier than 80 and not later than 30 days prior to the ertd of
S f^Jf .tiff. Lessor may requtre that any or all Lessee Owned Altemtlons or Ubilty Installations be removed by the expiration or tenninadon of
^ removal at any lime of a or any part of any lessee Owned /^toratlons or UtHity Insta^ons made withmrt the
jhA Lesses
f^^^ shdaces toereof broom deanshall
andsurr^der toe Premises
fr^ of debhs, by toe
and In good ExplreUon
opemUng DatecondKkm
onter. or any earlier ternilnaflon
and stato of repair,date, with all
ordinary wf^of
.5S?f''1 detork^radon toat wouy have to prevented by good matotenanca
^ months or less, then Lessee shall surrend- toe Premises in toe same conditkm as

Usse^ remove frorn the Premises any and all Hazardous Substances bmu^ionto the Piamtees by
Haza^us Substonces whltto were deposited via underground migration from areas outolde of toe Pmmiseft)to
f
propeity ofS^clfied
L^see mrioljr^oved
Apdlcable on
Requtr^ents.
or before toeTrade fixtures
Expratbn Dateshall remain
or any earSerthetemiinatlon
property ofdale
Le^e
shalland shall betoremoved
be deemed by Lessee,
have been ^ybypersonal
abandoned Lessee
arto sfhay be myosed of or r^aned by Lessor as Lessor may desire. The toilure by Lessee to ^mely vacato toe Premises puisuantto tots Paraoraph
7.4Cc)without
6.
toe express whiten consent of Lessor shall constouta a holdover under toe ivovlsions of Paragraph 28 below
Insurance;indemnity.
8^1 payment ofPifemlum Increases.
(a)Lessee shall pay to Lessor any Insur^ce cost Incmase flnsurance Cost Increase*^)occurring durtog toe temi of this Lease
insuran^ Cost .ncrease js dohn^ as any increase In toe actual cost of toe insurance required under Paragraph 8.2{b). 8Ja)and 8.3(b), over and
abo\ toe^se Premium as h^lnaft^ defined calculated on an annual basis. Insurance Cost Increasse shall Include not be limited to incmases
i^ulltog from the r^ture of Ussee's occupancy, any act or omis^n of Lessee, requlremems of toe holder of mortgage or deed of trust covedng the
Premises,Inrae^ed \mkiatK:m of toe Pmmlses andfora premium rate increase.TTie parlies are encoumged to fillin the Base Premium to paragraph 1.8
wto a rea^nalje prem^m f^ the Required Insurance based on the Agreed Use of toe Premises. If toe parties fall to Insert a dollar amount to
Par^rapn 1.8. then th^s 8^e Premium shall be toe lowest annual premium reasonably obtainable tor the P^uir^ Insurance as of the commencement
of the Original T^m for the Agreed Use of toe Premises. In no event, however, sha8 Lessee be responsible for any porkon of the Increase In toe
premium cost attributable to liability Insurance carded by Lessor undm^ Paragraph 8.2(b)In excess of$2.<K)0,000 per occurrence.
(b)Lessee sitoll pay any such Insurance Cost Incresse to Lessor vrftoto 30 days after recer|ft by Lessee of a coj^ of toe premtom
statement or other reasonable eviderjce of toe amount due. If the Insurance pc^cies malntetoed hereunder cover otfrer proper^ besides the Premises,
Les^r sha^l also dellverto Lessee a statem^t of toe amount of such insurance Coat Inor^se altot>utabie only m toe Premises showing to reasonable
detail toe mann^to which such amount was ownputed. Premiums for policy periods commendng i:toor to,or extending beyond the term of this Lease,
shall be pioraied to correspond to toe term of this Lease,
8.2 Uabltlty tn^fahce.
(a)Cairlad by Lessee, Lessee ^all obtato and keep in force a Commercial General Uability policy of insurance protecting Lessee
and Lessor as an additional tosirred gainst claims for bodily injury, personal Injury and prtrperty damage based upon or adsing cart of the ovwtsrshfp,
use, occupancy or mairrtenance of the Premises and ell areas appuftenant toereto. Such insurance shall be on an occurrence basis provldtog stogie
limit coverage to an ammjnt notJess than $1,000,000 per occurrence with an anrtual aggregate of not less than $2,000,000. Lessee shall add Lessor as
endorsement at least as broad as toe Insurance S^lce Oiganlzatx^'s "AddlSonal insured-Msnagem or lessons
of Premises'' Endarssment The pokey shall not contain any totra-insur^l exctosions as between insured persons or organfeattons, but sha8 include
^verage for llabHlty assumed under this Lease as an "Insured contract" f<^ toe performance of lessee's indemnity obligations under this Lease, 'Itie
iimito of s^d Insurance shall not however, Isnit toe liabSUy of Lessee nor relieve Less^ of any obligaticm her^nder. Lessee ^all proidde an
endorsement on its liablHiy pol!cy(ie8) vitoich provides that Its tosurance ^.ali t phmary to and ntft coninbtftory with any similar insurance carried by
Lessor, w^se Insurance ^aH be considered excess tosurance only.
(b> Carried by Lesem-. Lessor shaO maintain iiatxSly tosurance as described to Psragraph 8.2(a), to addition to. and not In lieu of,
toe Insurance requimd to be metotatoed by Lessee. Lessee shall not be named as an addtoonal insured toerein,
83 Prqierty fpfeurance- SuHdlng. Impravementa and Rental Value,
(a)Building and Improvements. The insuring Patoy shall oi^in and keep in force a policy or polled in toe name of Lessor, with
loss payable to Lessor,any grouhtMess^ and to any Lender Insuring loas or damage to the Premises The amount of such Insurance shsH be equal to
the full tosuiable feplacement c^st of toe Piremlees, as the sine shall exist from time to time, or toe amount required by any Lender, but to no event
more toan toe commercially reasonable and available insurabie value thereof. Lessee Owned Alterations and Utility Installa^ns. Trade Flxttu^, and
lessee's pffirsor^l pmp^^afi be Insured by Lessee not by lessor. If the coverage Is available and commercially appropriate, suito jpollc^ or policies
sh^ insure against all rtsks Of direct physical loss or damage(except toe perils of flood and/or earthquake unless required fay a Lender or included to
toe Base Presnium), Including coverage tor detols removal arid the enforcement of any Appllcai:^ Ri^ulrents requidng the upgradtog, demolffion.
reconsrrui^ or r^lacement of any portioh of the Premises as the result of a covered loss. Said fssiicy or policies sha ^so ccmtato an agreed
valuatten provision to lieu of any coinsurance dause, waiver of submgatimi, and toflaticto gu^d j^setection causing an imaease in toe annual prope%
insurance cever^ amount by a factor of rvot less toan toe adjusted U.S. Department of Labor Crmsumer Pike Index for All Urban Crmsumem tor toe
City nearest to where the Premises are located, ifsuch insurance coverage has a deductible clause, toe deducdbfe amount shall not exceed $5.0(K)per
occurrence,end Lessee ehatl be liable for such deductible emount In the event of an Insured Loss.
(b)Rentol Value, The Insuring Party shaS oblato arrd kes^ to torce a policy or policies to the name of Lessor %1to loss payable to
Lessor and any Lender, insuring the loss of the fiiil Rent for one year with art extended p^d of Indemnity for an additional 180 days("Rental Value
Said insuranca shafi contain an agreed valuadon provision to lieu of any coirvsurarvce dause, and the amount of coverage shafi tre
adjusted annitolly to reliect toe projected Rent otherwise payat?le by Lessee, tor the next 12 month period, lessee shall be itol:te fd^ any dedorftlbJe
amount in toe event of surto loss.
(c)Artjaoenf Premises. If toe Premises are part of a larger fctullding. or of a group of buddings owned by Lessor whkto are dijacent
to the Premises, toe Lessee shall pay for any Increase In the premiums for the property tosurance of sudv building or bulidtogs If said Increase Is
caused by Lessee's acts, omissions, use or ocdipancy of the Premises.
8.4 Lessee'^ Prr^rty; Business fntemupiltm Insurance; Wotfter*s Compensadon irteurartce.
(a)Pfr^erty Damage, lessee shafl citato and maintain Insurance coverage on all of Lessee's personal property. Trade Fixtures,
and Lessee Owned Alt^tions and Utifity Installations, Sudh insurance shall t>e full replacement cost average wito a deductlt^e of rxft to exceed
$1.W per occurrence. The proceeds from any such Insumnce shafl be used by Lessee tor the r^iacemenl of personal property, Trade Foduras and
Leesee Owned AHerations and UHllly insteJIalione.
(b) Business intenruption. Lessee shall obtain and maintain loss of Income and eidra expense tosurance In amounto as vsdil
reimburse lessee for direct or Indirect loes of earnings attributable to all perils commonly toured agalnat by prudent lessees to the business of Lessee
Of atotoutabto to prevention of a<x^ss to to Praises s a remjil of stnto perils.
(c)WorHer'e DtnopeneaUon Insurance, Lessee shall obtain and matotato Worker's Gompensadon linsurance in such amount as
may be required by Applicable Requlremems Such policy shall include a 'Waiver of SubrogeUcm' endorsement. Lessee shall prtwlde Lessor with a
ct^y ofsuch endorsemervt along wnto to certificate of Insurance or copy of the policy require by paragraph 8,S.
(d)No Rapreaantatlon of Adequato Covmage. Lessor mak^s no representadon toat toe limits or forms of insurance
J herein are adequate to cover lessee's property, business operations orobligations under this Lease.
PAGE S OF 13

INITIAtB

^001 AIR COMI^iRCPl REAL ESTATE ASSOCIATION FORkt STG23418/1SE


Insurant Poticias, tnsifl^nce requirsd hefelft shall be by companies maintaimng dunng the policy tafm a "Geneml Pojicyholdars
Rating of at least A-, VII as set forih In the most curnenf Issue of''Besfs Insurance Guide", or such other ra^g as may be requimd by a Under.
Lessee snail not do or perrnli to be done anythkig whicti invalidates the regulfed msurance pdlt^s. lessee shall, prbr to the Start Date, ddlver to
lessor certified copies pt^nsies of such Insurance or certificates vwUi copies of Ute required endorsements eviderK^ the e)dst^ce amf ^nounts of
the fecfulred msunance. No su<^ policy shall fee canc^^e or subject to modification except after 30 days pdor writien notice to Lessor, Lessee sf^ll,
at least 10 days pticr to dte expiration of such ptfilcies, fuml^ lessor vlth evidence of renev^ils or "Insurance binders' evidencing renevi^l ihemof, or
Us^ may olw such msurance and charge the cost thereof to lessee, which amount shall be payable by lessee to Lessor upon derhand. Such
polteles shall be for a term of atteest one year, or the length of me remaining term of this Lease, whlchevef Is less. If either Party shafl fall to procure
arrdmasnlain the insurance required to be carried by It, the other Party may, tnjt shall not fee required to, procure and maintain the same,
8.6 Waiver of Sulsrogadon. Without affecting any other rtghts or r^edles. lessee and lessor each hereby release and rellsva the
other, and waive their enfire right to recover damages against Ihe oth^-, for loss of or damage to Its property arising out of or Incident to the perils
mquired to be Insured against herein, The effect of such releases and waivers Is not limited by the amount of Insurance carried or required, or by any
deducfibies aftoficable he^to. The ParUes i^ree to have their respective property damage Insurance cairrters waive any right to subrogation that sudi
<xmpentH3 may have against Lessor or lessee, as the case may t?e. so long as die insuiaf>ce Is not Invalidated thereby.
8J Indemnl^, Exx^m for Lessor's gross negligence or vs^llful miscondurrt, Lessee ^ali Indemnliy. protect, defend and hold hafmless
me Pfemlses,l^sor and Its agents, lessor's master or ground lessor, partners and lenders, from ami against any airtd all claims, loss of mhts and/or
damages, liens,judgments, penalties, attorneys' arxf tionsultants' toes, erqjenses and/or liabilities aristog out of, Involving, or In connecticm wJlh, toe use
mwor octxjpency of toe l^mises by Lessee. If any actton or proceeding is brought against Lessor,by reascm of any of the fbregolng maftors, lessee
shall upon notice defend me same at Lessee's expense by counsel rea^at^ sadsfactory to Lessor and Lessor shell oooperete with Lessee in 8u<to
defense Lessor need not have first pad any such claim in crttor to be defended or iiKlemnlfied,
8.8 ExempHen of Leasor and its Agents from UabiiHy. NohMlhstandIng toe negligence or breach of this Lease by Lesser or its
^nts, nefiher Lessor nor Its agents shaft ise liable under any clrcisnslanitoa ton |lj Hijury or damage to toe pismson or goods, wares, mentoandlse or
other ^operty of Lessee, Lessee's employees, conlradors, tot^ees, customers, or any other person in or abotsi the Premises, whether sutto damage or
m^ry Is caus6d% or meulto fiom fire, steam, eledricfty, gas, water or rain, indoor air quality, the presence of mold or from toe breakage, teai^ige,
o^trucli^ or other defeats of pipes, fire spnnklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
injury or damage results from cortoltlons mising upon toe Prsmiises or upmi other portions oftoe feuitding of which ttie Premises are a part, or from otoer
purees Of placi^,(ft) any damages artsing^ffom any act or neglect of ar^ other tenant of Lessor or fiom toe failure of lessor or Its agents to enfpice
me pro^ions of any other lease In toe Preyed;, or (III) Infury to Lessee's bustoess or for any loss of ifKaome cmt profit toerefiom. Instoad, It is intended
that Lessee's sole recourse In toe event of such damages or injury be to file a claim tm toe Insurance poTicyCles) toat Lessee is requked to maintoln
piHSuant to toe provisions of panagroph 8,
^ Provide Insurance. Lessee acknowledges toat any fellure on Its part to obtoin maintain toe Insurance required
expose Le^r to risks and potenfidly cause Lessor to incur costs not contemplated by tola lease, tire extent of whicti will be extrwneiy
u required binders
with the Acccxdingty, for any
or certificates mohto oxthe
eviddtcing porfion toeroofofthat
existence theLessee
roquftreddoes not maintain
Insurance, the required
toe Base Rent shallinsurance and/tH* does
be autcmtatkafty not provide
Increased, Lessor
without any
nequlrement for notkto to Lessee, by an amount equal to 10% of the toon existing Base Rent or $100. whichew Is greater, The parfies agree that smto
Incr^ In Base Rent roprosenls fair and mastmalfie comperisafion for toe additional risk/ costs toat Lessor will Inoir by reason of Lessee's fc^ure to
maintain^roqolred Insurance. Such increase to Base Rit shall in no ev^t ccmsUtute a waiv^ of l^see% Defouft or Si^ch with respect to the
failure to mmntoin sucto In&jrance, pre>teni toe exercise of any oftoe other rights and remedies granted nereunrter, ntx relieve lessee Its obftoatlon to
maintato toe rnsurance specified to this Lease.
9. Damage or Destrucbon,
9.1 Defilnlbone.
(a) 1remles Rartla} pamage'* shall mean damage desbuction to the fmpfovements on toe Premises, other than lessea
C^ed j^terafions and tlfilfty Instaftallons, which can roasorrebly be repaired to 6 months m less from ihe date of toe damage <w destruction. Lessor
^ell notify Lessee to writing witoto 3D days from toe date of the damage or destrucUon as to wh^er or not toe bamago Is ParUal or Total.
, , , , IPremtses Tolai Destruction" shall mean damage or destruction to toe Premises, otoer than Lessee Owned Alterations and
UhUty inslaitotlons ^d Trade Pixtores, which cannot masonatfiy be ropalred to 6 months or less from the date of toe damage or destruction, lessor
shall notify Lessee in wrifing v^hin 30 <teys from toe data of the damage or destojction as to whetoer or not the damage Is Partial or Totet,
(c)"Insufod Loss*'shall mean darnage or desbucfiw foImfxovements on the Premises,other than Lessee Owmed j^eratlons end
Utility installations and Trade fixtures, vtoich was caused by an event required to be covered fey toe tosuronce described In Paragraph 8.3(a).
Irrespective of any deducttote amounts or cover^e limits involved.
(d)"Replartemant Cost" shall mean the cost to repair or rebuild the Imiarovemenis owned by Lessor at Ihe time oftoe occitfrenca
to their ccmditlon exisfing immediately prior Iheretoi Indudtog d^olificm. delbris removal and upgmding required by the operation of Amfiicatfie
Requirements, and withoul daJudlon for depredation,
(a)""H^ardous Substance Condition" shall mean toe occurrence or discovery of a condition Involvinq the presence of. or a
cont^ination by, a Hazardous Substance, to,mi, or under the Prwrlees lAtoidi requires restoratjon.
9.2 Partial Damage Insured Loss, If a Premises Perfial Damage toat Is an Insured Loss occius, then Lesscx- shall, at Les^s
expense, repair such damage {but not Lessee's Trade Frxtures or Lessee Owned /Mlerattons and Ufility Instellatfons) as soon as reasonatfiy possfiifte
and this Lease ^aft contoiue to foil fonte ann effect; provided, however, toat Lessee shall, at Lessor's election, meke toe repair of any damage or
oestnjcoort toe fotai cost to of whfeh m $10,000 or less, and, to such ewant lessrwr shall make any applicafele tosumnce proceeds available to
Lessee cm a reasonatfie b^j for that propose. Notwithstanding the fore^ng, if the required Insor^ce was not to force or toe insurance immeeds are
not suffident to effect simh r^ir, toe insuring Party sfiall prcmrptty contribute the ehoiitage to fsrocoeds (exc^l as to toe deductible which is Lessee's
ri^ponstoiity) as and when iroquired fo complete said repairs, in the evwt, however, such shortage was due to the feet that, by reason of the unique
nmure of the improvemente, tuft redacemenl cost Insurance coverage was not rarnimerdally reasonable and avallabte, Lessor shall have no obftgallon
to pay for toe shortage to tosuronce proceeds or to fufty restore the unique aspects of toe Premises unfess Lessee provides lessor with toe funds to
coyersame, or adequate assuronce thereof, within 10 ifeys fdlovwng receipt of written nofice of such stmrlage and nsquest therefor. If Lessor recelvas
said funds or adequate assurance thereof within said 10 day period, tt party resprmsifele for maKIng the repairs shaft axnpteie them as sorm as
reasonably posdble and tols Lease shall remain In fall forc and elfect> If such fends or assurance are not received, Lessor may nevertoeless elect by
v^tten ifetlce to Lessee witoln 10 days toeroafter to; (l) make such rodoralksn and repair es Is commercially reesrmabie wito Lessor paying any
shortage to ftojceeds, in whkto case this Lease shafl remain to fell force and e^sct or {) have this Lease terminate 30 days themaffer. Lessee stiaft
not be entitled to roimbursemant of any fends conlrlbuted by lessee to repair any su<to damage or destruc^n. Premises Pardal Damage due fo flood
or earthquake shell be subfea to Paragraph 9.3, notwitostandtog that there may be smne Insurance troverege, but the net proceeds of any such
insurance shaft be made avtetotfte for toe repairs If mads by either Party,
9.3 IFferbal Damage Unlnaured Loss. If a Themlses Perfiai Damage ttiat Is not an insured Loss occurs, unless caused tjy a
negligent or wiftful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may eilher. (I) repair such damage as
soon as reasonably possible at Lessor's expense, in which event this Uese shall continue In fell force and effect, or (ft) t^winate this Lease by giving
writti notice to Lessee wftoln 30 days after receipt by Lessor of knowl^ge of the occurrence of sudi damage, Sudi lerminatfon shall be efiecdve 60
days folfowtog toe date of su^ nofice. In toe event Lessor elects to terminate tols Lease. Lessee shali have the right vritoin 10 days after receipt of the
term>nafion nofice to give written notice to Lessor of Lessee's commlbnent to pay for the repair of such damage without reimbursement firom Lessm^.
Lessee shaft provide Lessor with said fends or satisfactcny assurance thereof vritoin 30 days after making such ccxnmltment. In such event this Lease
shall continite In fell ftxce and effecL and Lessor shaft proceed to make su<to naipalrs as soon as reasonatSy jrosslbte after the raquirsd funds aro
available, if Lessee does not make toe required commllmenL tols Lease shaft terminate as of toe date specified In the terminairon notice.
9.4 Total Destniction, Notsiritostandjng any other proviso hereof, If a Premises Total Destruction occurs, this Lease shaft temilnate
60 days fcftfowing sudi Oestroction. If the damage or deslrudkm was caused by toe gross negftgence or wISful misconduct of Lessee. Lessor shall
have tite right to recov^ lessor's damages fitBh Lessee, except as provided In Paragraph 8,6.
9.5 Damage N#ar Iml of Tmm II at any time during tha last 6 montos of this thore is damage for which the cost to ropato
exc^ one monto^ Base RenL whetoer or not an Insured Loss. Lessor may terminate tols Lease effective 60 days following the date of ocojrrence of
damage t^ giving a written feimtoatlcm notice to Lisss^e within 30 days after toe date of occumence of such damage. Noiwrtttetteiding toe
Ka^3tog|, If Lessee at toat time has an ^erclsai^e r^itkm to extend this Lease or to purchase toe Promises, toen Lessee may preserve tols Lease by,
(a) excisto^ ^di cation arxi (b) providing Lessor vrith any shmiage In Insurance proceeds (or adequate assurance tosraof) needed to make Ihe
rapaks on or before the earifer of (1) toe date which is 10 days after Lessee's rec^t of Lessor's written nofic purporting to terminate this Lease, or (H)
toe day prior to toe date upon which such option ejqsiros. If Lessee duly exercises ^ch option during such p^qd and prorides Lessw wfih femfe (m"
adequate assuraice theroof) to cover any shortage in insuronce proceeds. Lessor shall, at Lessor's commeroially reasonable mp0 such
damage as sorni as reasonably possible and this Lease shall continue In fell force and effecL If Lessee fefts to exercise such opliqrt^sF^vlde such

PAGE 6 OF 13

^991 - AIR C(^l8ERDli^ ipAt EBTA11E AS^DfATION PORW STG-aa-OtiH^


terminate on ihe date spedfied \n the temtlnatlon notice and teseee's option shall be
8.6 .^^^ement elftentj Lesseeta l^omadies.
vrttich Lss te sbslanc Condition for
dam^^11 bo abated in im^ to e ^ fstoron ofsuch
the Rental value Inairanco M oBw i impaired, but not to exceed the ptooeeds reeved from
demaae.destrecilon, by leaaea. and leaaor aha have no llablHiy for eny such
KSoM In ^^ spmd^ in said nobce. It the refBlr resiorafion Is onmenced Vi^lhin aoch 30 daw thia tS
beghntna ofthe actuS^^ntS^reiSsTvSvJSsTS?^ ncm8Uonai authorfeetion of the prepamtlon of the required piana. or the
adiuatn,eaWireSSS^^^''8^"^a^ Lf^ Pur^ant to Paragraph 6,2iaJ or Raragreph 9, an equHabie
ordinary or f*ropei% Taxes" shsU include any form of ass^smoni: real estate, genaral, special
ur^ ^ improvem^t bond; and^rlic^ feeim^
=lirSSSHS^^"
" sitiiasssrsrjS
pay to the amS"if?r!f apirtoable to the Premises provided, however, that Lessee shall
&menSSntDa(?pSUS SL .v^' apfittoble to tha Premises increase over the liacal lax year duHtm whtah tS
perfonnancaofteoM^ttonaun^thtoL^ toen^
Ua^^tSpartS^ aUamtions or snprovemeeis to the Premises made by Lessor si^jseduent to e^tecution of this
.rto^tor|of,he2aa^vle!!.strZl^rtortoxT^^i^~
reapecdva^uattens m toe aaaeaarys woto sheets w aurto other intormetRi ea by Lessorfrom the
Alterations OhHIv tn^teSatilllft ?vSlIfc delinquency, afi taxes assessed e^alnsl and levied upon Lessee Own^
Sh the Inadequacy,
rabte m any respect vvhatsoeyer for ito taJf stoppage,
f any uglily
mterrupUon or discorjiinuance of^ service due
be noorabatement to riot
of rent and4tAk
LessorLahnr
shallriiaeb.rA
rat be
b^ltown,e^nL repair or plhercause beyond Lewods reracmabte'rantrol orto ooo^^LXg^ labor dispute.
12.1 Uasofs Consent Required,
Lessee shall not vduntarlly or by operation of law assion, transfer, mortoaqe or encumber fcoliecilvnte "asti
aitelgnmenl }or sublet all or any part of Lessee's Interest in this Lease or in the Premises without Lessoi^s prior written consent
shea mniuitetd. n ^ ts siDdt is puMy tteded on a national stock exchange, a change In the control of Lessee
^^XSb^fo^te oomutoltw basis, of 25% or more of th voHng control of Laasea Shan consthuto a
- , , Lessee or Ite assets in any b-ansactitm, or series of transacgons (bv way of memer ste
fi^cmg. ^sfer leveraged^volvement
buy-out or ofotherwise), whether or not a form^ ^s^nm^t or hyS^S^of or L^^
Worth of tiassee by an amount greater than 25% of sudi Net Worth as ir was represented at tee'
time of the ex^tion ofteis Lease or at the timeNet
of the most recent assignment to mcb Lessor has consented,or as it exists immedSeiv orior to ^ri
f^co^^n^^ If ^considered an assignment of this Lease to which lessor
bhs^WBanbieMtwortoofLfissaeCaxcludlnaanyguarantoretastablishedundergeTOreilyaceepled
t. rt sssfgnmantcx'subletting witeoutcxsnsentshafi, el Nasser's option, bee Delau}{curtel&afti^nodcece^Paraor.anhi''tirriVnr
dSStlS^'Sr^i^S^^ -"- adluatwantarahaduitoi
<e)Lessee's remedy for ^y^ach of Paragrajte 12.1 by Lessor^8be Smit^l to compensatory damages andfor injuncgve refief
fequesled. may teasonably withhold consent to a proposed assignment or subletting If Lessee is in Oefaultat tee Ume consent Is
f^
pai% w?nd^ m connec6on with the installation allowing
of a vendteg madilne minimis
a deor portion
payphone shallofnot
teecrnistltute
Pmm^esyaJe, 2D squam feet or less, to be used by a tNrd
subleding.
12.2 Temts and CondlUons Aiipiicable to Assignment and Subiedgng.
luate assinnne or assignment or subletllng shall: 0)be emotive witeout tee expiess written dssumpllon by
rt,,,r,nnm.,nt n, M mf^ pccopt Rant w pertemancs of Lasseo's ttoSBatiora from any poiran otosr than Ussee pradino approval or
SET,s,ESs5.tts:SL'iKiEircssrssaar" """"-
Les^es obliga^ns mtior this Lease, including any assignee or sublessee, without first e)teauslino lessor's
tem^iesagdnstany ^er pefsonorentityiesjsonsibletherefof to iesetsr, or sny eecajfityheid by Lessor
i^^buest ibr consent to en assignment or subtetfing sheJI be in writing, accompanied by infonnatior^ -
iNrriALS
Wi - m commcm mM. gstAtf MsoaAnoN por^
y i?"of^naWlity
modfflcation amifawroprtateness
toe Praraisos. of tfw
any, tapatoer with proposal
a fee assisnee
of $800 or sublossee,
as consWoraBon tinduditip
l^ssoCs but not limilsdand
considorhg to
P>w<te lessor i such otoer or additional Inlbfmatlon andfor documentation as may be reasonaiily
nnierinn infc,
^lenng ""f'''
mfes possession of Ihs Premises or eny portJon 'Wsbe
Uiereof, La^ stial,tobyhave
deemed roason of scceptinB
assume such assipnraent.
and aoreed entanng
to c<iform and intowith
comi^v such sublease,
eadi and or
tayyvanant,
obligations as arecondition
contraryand
to orobllgalionhamfe
Inconsistfimt wrtbtoprovisions
tfeobsarvad or porfonnad
of an essignmontfayorUaseadurino toe tajXtoTSSn^
sublease to whidi Lessor has spedficaliy consented to in wriUt^g,
firiotnai
ongir^iLe^I hv hS 1Lease unless such transferassignment
by thw or sui^ett^g shall
is speclficaSycrwisented to by not transfer
Lessor to the<808
In vtfTifing. ais^ma or subfessee
Paragraph 39.2) any^ ^ Oplkm granted
to the
ILessee of aB
JL Ct>hdlmft^pllcabte to Subletting, The folknMng terms and condiUons shal! ej^y to any subletting
or any i^rt of(he Pn^jses and shall be deemed Included In all sub^ses under this Lease vihether or not ej^ssly Incorporated therein- by
Odbt transfers tounder
Lossw all of Lessee^s
mis^lease; Interest
provided, In a8that
however, Rentuntil
payable on any
a Breach shellsublease,
occur^and Lessor may
the pertoimanti
JI2 ^ saKt tRent In the eventthat the emoum coHected by Lessor exceeds Lessee's th^ outsiandlng oygatir^m
^Snitf darned Bafate to the sublessee for anybyfailure
reasonoff the foregoing
Lessee or any
to perform andassignm^l
compty withofany
suchoisublease,
Lessee'snor by reasontoofsuch
ol^lgatlons Ihe
euthofizes and directs eny such sublessee, upon racelpt of a whiten notice from Lessor sfotlng that a Breach
^ts in the pformafiw of Le^s obligations under this Lease, to j^y to Lessor ell Rent due end to become due under the subleass Sufaleasee
Si2Sg%^"S afl ROMO <0 usuor wltoou.ay obHsoMon or rtgW to Wulro as to whatoar such Bmaoh axfete,
ntviartair^ ih^ ^Ussee,Lessor may,atlis opbon, require sublessee to attorn to Lessor,in which event Lessor shall
h^f under such sublease from iha time ofthe exercise of sekS to the exj^etion of Sudi sublea^;f^ovlded,
sSSs^SdtmSe^ ^^sulHessee to sut^ subiessw or any prior omiits or
(c)^malfor mquldng the c<mstt ofthe sifoiessor under a sublease shall also require the consent of Lessor.
(d)No subles^shaii further assign or sublet all or any part of the Premises vdthout Lessor's prior wdtten owrsent
n^fibiia yaf i^aa,^ (s)tessoT sl^rdelivsr 8 ^ notice of Default a* Breach by lessee to the stfolessee. who shall have fo right to cure the
SSuisrn"iS(fs
13, Default: Breechj Remedies.
'
^ doBned as a failure by the Lessee to cmnply with or perform any bt ihe terms, covenants,
femsfe of Lessee to cure such DefoultwHhln any appBcable^grace
"Bhsach'*
peHodIs: defined as the occonence of one or more of the fdlovi4ng ttofoulto,
and toe
s iuie
Ar$.hy l=henrus^-
tosurWHto or theinvacadr^
dPSfirtttod of the
Pampraph Premises
8.3 Is ^thout
Ipppptoted an aprovfolng a commerddiy
m ftptopf. reasonable
orwitooul pntog lev^ of
raaaonaWa

rn I .miS payment of Rent or any Security Deposit required to be made by lessee hereunder, whetoer
^ re^able evidence
conbnuesoffor
insurance
a j^rrodorof
surety bond, ordays
3 business to fuiflll any oblij^ftfon
following urufor tols
wrfrt^ notice Lease vi^ch
to Lessee, tm
ACCEPTANCE BY LESSOR OF A PARTIS PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A VyAlVFR OF ANY AF
LESSOR'S RIGHTS.INCLUDING LESSOR'S RIGHT TO RECOVER ^SSE^IGN OF tSP^ CONSTITUTE A WAIVER OF ANY OF
....wv ^ ^ Premises or the commissiwr of waste, act or a<as
^ waste,
Lessee In toe event that Lessee commits Premises by Lessee,
a nuisance or anwhere
lil^alsurto acbons
activity ctrBnue
a second timeforthen,
a period ot3 business
the Lessm- days
may eled to
beat sudi condud as ia non-curable Breach rather toan a Oefeult ywwi
/ri> r^dssfon^-5JP Less^ to provide
of an unauthonzed <l) reasonable
assignment wrttten <iv)
or subletUng. evidence of cr^pllance
an Estoppel with or
Gerttete Applicable
ilnanclalReqtBrements, (11)atherequested
stat^ents. (v) sendee
guaranty and/or Guarantor,fvB) any document requested tmtSer Paragraph 42. (vih) material safebr rfoia
^
any surto folluie conunuas a pedod
tor <focumentaM<m
of 10 daysor tofoiweifon
fi^iowlng writtenwhiito Lascarmay
noikje to lessee.reasonably require of Lessee under toe toims of this Lease where
iw ,u ^ 13.ito),(b).(c)or(d),^ve.
to subpamgraphs OfPfOi^Slons
wheie sudiofDefoull
this Lease, or of the
continues for ariilesadtspted underafteJ^tt^
pertod of 30 days parasrajto
Lessee's DefouB is such that more than 30 days are reasonably required for its cure, then It shall not be
deemed to be a Bre^hiaesse commences Sutto ciae wtoto said 30 day period and themefter diligently prosecutes such cure to compleUon.
,d>. t of any of toe foifoviilng events: (i) the making of any general arrangement or assignment for toe benefit of
S SS Isi dismissed wUNn 60
toe same Aft days):
^wl?2?
(IB)the appointment of a ^
trusteesuccessor
or receiverslalute
to takethereto (unless,
possession to toe mise ofallaofpetition
of substantially filedassets
lessee's againstlocated
Lessee,
at
Lease, wtoere possession is not restored to Lessee within 30 days; or(Iv)the attachment,executfon or other
Ia ?" sobstaniially all of Lessees assets located at the Premises or of Lessee's interest to this lease, toere such seizure is nd disdiarped

1^^ dlsttovery that any finari<^al statement ofLessee or of any Guarantor given to Lessor was materially false.
* .1 .. 1.-..,. W'^^PS'^^^rtnance of Lessee's odigatlons under tots Lease Is guaranteed: (I)the death of a Guarenfor.00 toe termination of a
S!t. S."T *"??'Z t ' Buafeftfaf. a Guawilw's bacomlng inajteW or tt
? iS guaranty, or(v)a Guarantrw's breach of its guaranty obBgdion on an amicjpait*y
i' w li toe thenfoBure.
^upled ^xisfirtgeHthto 60 days
resources offoiloviing written or
Lessee, equals nofice of any
exceeds toeeudi e^mnlfinandal
combined to provideresources
written alternative
of Lossesassur^ce or security,
and the Guarantors vitoich,
that when
existed at
ine time or execution of this Lease-

emergency, wilhout.Remedl^, If Lessee


notl^), Lessor may, atfails
itstoopfion.
perform any ofsuch
perform Its affirmative duties oron
duty or obligation ofeltgaUons.
Lessee's within
behalf.10Including
days after
butvstotten noticeto(or
not limUed theinodeinlnq
case of anof
masmiabiy required feontfo, tosurance policies, or governmental licenses, permits or approvals. Lessee shdl pay to Lessor an amount equal to 11S% of
Le^of in such performance upon receipt of an Invoice therefor. In toe event of a Breach. Lessor may. with or
vdthoul fofttter notice or demand,and witoeut limiting tessto- in toe exerdise of any right or remedy vmiCh Lessor may have tsy reason of suito Breach:
u it immediatelyTerminate
Lessee shall stpenderLessee's righttotoLessor.
possession possession ofevent
In such toe Premises by any
Lessor shaB lawful means,
be enticed in litoicto
to recover case this
from Lessee: (i)Usse shallRent
toe urtpaid terminate
which and
had
^tormlnation;(B)toe worth at the lime of aw^ the amount by which dm unpaid rent which would have been earned after
!?!1atime^
^ awardbyexceeds
of award of the amwnt which toetoeunpaid
amountrentoffor
such
themnial lossofthai
t3a}an<m thetoe
formlessee proves
after toe time could have
of ainerd been reasonably
exceeds toe eanountavoided:
of such(ill) toetoss
rental woito at
that
^ pwes could^res^ably avoided; (iv)any otoer amount necessary to compensate Lessor for all the detriment proximately caused by
toe to p^orm Its <foligatton8 under this Lease or vtoich in toe ordinary course of things would be Bkeiy to result thereimm,Induding but
not llmil^ cost of recovwng possession of toe Premises, iqaenses of reletting, induding necessary renovation and allemfion of toe Premises
finable attorneys fees, and that portion of any leasing commission paid by Lessor In connection with this Lease applicable to the unexpiied term of
tois Lea^. The worth at toe Ume of award of the amount fefened to to provision (ill) of the immediately pracedtog sentence shall be compufod by
dtecounilng such am^t at the discount rate of to Federal Reserve Bank of the DIstrtcl witoin which toe Premises are located at the time of award
plus one per^nl. Efforts by Lessor to rnltlgate damages caused by Lessee's Breach of tois lease not waive Lessrs's right to recover any
dam^s to i^ldi Lessor is otherwise entitled. If fenmlnation of this Lease is obtained torough thejx-ovislonal remedy of unlawful detainer, Les^r shall
have to reaver m such proceeding any unpaid Rent and damages as are recoverat^e theln, or Lessor may reserve the right to recover ail or

S!lS%wI?S? r3Uired by Pamgraph 13.1 and the unlawful detainer statute shall run concurtentiy. and the failwe of lessee to cum toe
^ iu!fprovided for In this
remedies L? ,Lease and/or
such by
grace
saidperiods
statute, shall constitute both an unlawful detainer and a Breach of this lease entiaing
^ Lessor to
tu the
uw
(b) Continue the Lease and Lessee's right to possession and lecovwr toe Rent as it becomes due, to whiSv4^itt'*^ss^ may
Q-
INITIALS
PAGE d OF 13

- AIR COMMERCIAL REAL ESTATE ASSOCiAHON IJORNI STG-:


~ ''^' o< a receive, to c the
teeated Tte ^^'8 i<li>al daosions of lh stats fwfn the Pmmisas ate
arty toLnX^S,
w mdwtinl^[oyi^oft^f mmksi^f
l^ae as to Lif
matters occurrtng
Z or aixtumg during the term<iB
of Lossse's heisof or by reasonshall
to oossssston of Lessee's occupancy
not rellsvs of theItaMity
Lssses ftom Preraises,
under
for or oarf^ed bv uSl?tor^h^!S;J^?S^ent tor free w abated rent a- other diatges.the cost oftenant improvementfor Lessee paid
^ilerlnsr into this Lease eH of #hi>h Ussor to of Lessee of any cash or other bonus, inducement or conslderatton lor Lessee's

operaHon ofttis pera^^^te Lessor of rent orthe are erfthe Breach Wch IrriBaled the
at the time rd surto adeiriance ^ pmvisions of this paragrr^ unless specteaily so stated m wlBng by Lessor

rnmi^mmEm
rtoWhste^ly any^^sUte^to,he'^^tS^kT.!^?,'^r^r^e"^ teri
totemsi fri^'L L due lessor hereunder^ other than late charges, not mceiv&i by Lessor, vs^en due shall beer

an obtoauon rt-oiriri?in'ii^i^.?.!f!'.: deemed in breach of this Lease utriess Lessor fails vdlhin a reasonable time to perform

daisenay puisLdto comptelirMT^ I fammeniad wifriin sudi 30 day period and toerealter
after receipt ofsakt 1"^ f^he'Lessor nor Lender cures said bleach nrithln 30 days

M <K^em the cost ofsard aB d supply said docimsntafcn to Lessor.


Of said ru^r 11^ theroof are taken under the powar ofeminent <toma}n or sold under toe tomat ofthe sxet^se

this tease IS not temrinated by reason of the C!ondem.llon, Lessershall repair any^damage
to. drekerage Fees..
Gdmmfsslon, to addition to toe payments owed pursuant to Parag^ph 1.9 above. Lessor agrees thai- fa^ if Lessee

payB,pfreteaSp,^s^<rKs^r,ra:^ririrrSeK'^rsS^^
t^ioatlon h^eundar if tmnsfofeo of Lessor's interest to this Lease shall be deemed to have assumed Lessors

aMGute w'#" "<*< the olhar Patty (the lilogueatlna ParV)


^^d Itoe Assocmhon, plus such additional Information, oonftonatlon andfor elatemants Tmay

Rent mpras^ fair ar^ r^sonabte compensation for toe addHtonal dsk/costs tost Lessor wHl Incur bv mason of LessaS ferim^nmJwiiSf
T'oftmy
piovido the Est^^(^rtoeto nor^vent toe exercise ?^of toe other rights and fRnedies
oae^^turofsm^^^^
granted heteunder.
wtmptn ftSy3 iSJ? ^ano, rennance,
potentiei lenderororsellpurchaser
the Premises, or anyby
designated part thereof.
Lessor Lessee
suito ^md statements
financial an Guamntom
as shell
may within 10 devs
be masonSiv

to the
-fnises.or.lfiWateesubteeae.ofttteLesaee'eM """""""
this

PAGE 9 OF 10

INITIALS

01 - AIR eOMMERClAL REAL ESTATE ASSOaAflON


FtaWS STS*23-WrtSE
the Lessor f6te9oh,9, fte otfliaotloos andhtr covenants In tWs Lease to be
v^Mty of """ ^ ha no way effect tt
M KiLtoTontSife ^ f "^'as s<"n MI'S wase shaD mean and refer to calendar days
Psmala8sshS<Si^S "a* a""a^asalnw Lessoda partners, memtiere, directore. officets or sttatBtiotdara. or any rf lheir
Ite Lsase""" 'f"" "s '< tespent to the peifermanee ofall otdlgadons to bs performed or obseived by the Part end
23. I<l<rtlce.
pemon(by^or %' ^^ ^nverea In
Pmm^,lh Ptm^B sitall >ft8tltut0 Lessee'^
to time hemafter desIgS In ccncurmntly ttartsmi^d to auch party or parties at such addreaaae as iessor may itom time
delivery stS^ on "^1he
fe 8lveo on
24. Waivers, ''
rrsr-c^iSSi!l^fSsS-"'^
^ bar^!^'X',rto^s m l*^
RPI ATcn ru^oJ^ J"!P-^RTies AGREE THAT THE TERMS OP THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS
at such
25. Dlsdoatires Regarding The Ratore of a Roal Eatato Agency Reiatlonah^j
^s.. LMOTds aomtt or suhLnnt
only Av'-fSlL^T-?^' apreainent
attoalive mg^:^^.mi^. vdth the
A fidurdary dotyLessor
of utmost
actscere.
theW^, the Lessor
agmt fmhonest
duties b A dotv ed hartf^<i an^ fitif a^ttoBAsT OrSgant exerdse of i^sonal^a skilte and care to partormanca of the agents
ton I d<a< axsa,uw. !l An agent can agree tc act as agent fbrihe lessee oniy. In these situalions the anent knot
S-r r'eS^ b2RSTaSr'jr!^.mpe^^ tor services rendered,either In full or In pat?SlTLe^r/S^
hSwSXo ^
iSS^to^S"^Ih^tfte"r.Try^ '^''' 9ert may not wllhout foe e*prs pemilsslDn of foe respecMvi
v^ accept rent In an amount less than foat indicatad fo(he lisilns or foat foe Lessee Is wltlfna t^y a
S^^lr^
bSlta
t52^^}'T it^taaPta
ah asreemenfe do notfoatrelieve
foey
a Lessoror Lessee ftem^rC^K
adequately expns their understandfoo of the
hansecttan, A real yapert fee^ to oetefoay read 1^1tax
to assureadvice fedes^.Jnsueoompete^=rd^
y fe v., . ^ l^PdCt to ony defeiUt <>r breach hciBof fav either Partv TH Pni?n savMdiuds toah as
!,.4 5SSgSKSSSSiSSC'"-~'--
considered by such Sty to be'S^^a9 to fdey to Smkens -ConMenSai- any communlcatfon or Informalton plven Srekere thai is
SsSSxL"rS=^''"^^
^0>Subordination; Attommont; Ron-Dlsturbance,
RAGE 10 OR 13
INtttALS
aioi.aircommercialrealestateassocooton PO^ STG.23rt1
mads the 8ecu% upon Uio Premisas,^any and all advances
(in thte Lease toflether refen^ i"^ hoWers of any sui* SeouHt,Omacaa
Under may elatd to have Iftfe Lease aedfor aiw S^to ttalSTef^s ^
lessee, whemu|>on this leas and such OcUons shJl he daemed ts Ss^i% Devtm by gMng \fVdlten notice thereof t
docum^tadonS^conJaUonmemof, ^ notvL^thstanding the relative dales of the
Of lermlnauon of a S^Ht^S^ce to etS^ acquired by another upon the foreclosure
attorn to sudi new owner, and upon i^uesl enter Into a Stk f^ provistons of Paragraph 30.3,
too remainder of toe tomt hereof, or, at toe ieclron of the new owner ^
owner, and fri) Lessor dta^ thereaftof be refieved of any further oblkaaUons hSntmiS^ And l?th between Lessee and sutto new
except that such new owrter M not:(a)be Itebte VaL ^^ otTigatlons.
om&mp;(b)be sul^ect to any offeets or defenses which occuntng prror to acquisition of
month's rent or(d)be liable ft^ the mtum of any securttv derS^lrito IfIf^ ^ ^ pj^mem of more than one
30.3 Nr4>istiiriance. With maoad rwSSL ^ ^ ^Credited to such new owner,
^borfnadon of ih!s Lease shrt be sul^a to if"^^ ^ecMBw of s Uaee, Lessee's
from the Lender whitdi Non-rastortmnee^reemem dflt^ent w -Nor.4JletortMca r^raemenr)
toe term h^l will not be disturbed so long as Lessee is rwrt to Pr^if and this Lease,Including any opdons to extend
days after the execution of this lease Lessor shall If moue^ted fav i nf toe record ovwer of the Premises. Futther, within 60
Agreentent from th holder of any pre^tdS Secudtv i ^1? commercially reasonable efforts to obtain a Ner^-Olstufbanoe
Non-Diistorbance Agreement within said 60 days, then Lessee may at Usie'^ottton'^d^m^^ the event that Lessor is unable to provide the
execution and dellvmy of a Non-DlsturhanceAgmsmenL Le^ases option, torectly contact Lender and attempt to n^odate for the
Lessor shall execute such tortoer writings as may be masonat^v
htonhDlsturbanc8Aorementpmvlded fherein. Wlnsd to separately document any subotofnatlon, afSomm^ rnmr
to detdare i^hts hercHmder,the Pm^Sln^ai^^a^terea^^nnr^^ f^mises slather founded In tort, oontract or equity, or
adomeys'fees. Such fe^ may be awarded In toe same suit or reiJvemd to or appeal thereon, shall be enStted to reasonali^e
decto Of judgmenl The teri. ^iCamng proceading rs pursued to
^ught,as the case may be. whether by cor^roiS setfteS or Broker who substantJally obtains or defeats the relief
The attorneys* fees award shell not be computed in accordance ^to^ov riliS ^ ^ ^ defense,
reasonably tocuned. In addSm LeSoVS be enSdTahm?JfL^ ^ ^
Ctefeult and consultetions in connection therewith vdietL-S-notTSaf ix^araUon and service of nodces of
case of an enw^^^'<^^^at5^5MeS"^ern^,S^f
^ra.m(Mn,and maklna suO.atemttons, repaire, .f""
< m time, to the
purdraaem.
the erecting, using and maWatotog of utIBMes. ^fframlaes^ L^sy may daem necessary or desfr^ie and

^ah^lno.tobllgaledtoexereiseany",SnSKl^^,X^t^S t^e prior wrtdan consent


the term hJ^' f" "^ Uasa-signs during ihc la6 months of
fSgns must comply (ith ad Applicable Requirements. ' ^ ">'^"9" l-so''s pdor vwittai consmrl All
mutualle>rtS^^SL!"^SOTStoS^tStTi^^a h'f
estate in the Prnlses; ptoviS
<>row surrender of this Lease by Lessee,the
foltowing any such ev^t to elect to the contrary bv written Lito m rS sutJiananoies. Lessor's failure within 10 days
su(to e^rit 4istiluto toeterS^^^^ ^^titufe Ussor's election to ham
^
etfrtotoys'. er^lneere' and otter^/aiSTesTlSS to
^nsenlof a Parts,isre<^ired
* "1
toon set by cr for the other Party,
^'"'="*""8 M -(ilmiled to an^itectlt
torduding but iwt limited to consents to an assignment a subWta orto nwi .f *^0*2' tansenl,
rerretot of an involoe and suwortt^ rtoSSfa,'ISS lSSs^S^^T S^nce.shall be paid by Leases^
ecatruhsrlsdgrhent that rio Defeult < Breach bv lessee Of ihto I
Breach, except as may be oth^^ spedftoaHy stated to wrftlna L^tSi^rSf / Zu essrgnm^t or subletttog shall not constitute an
^ ^ toen existtog Default or
condition to l^dtrnf-s^rsentS^nmS^^tor^SlfbTLSi^tre of^.^^ to ^ hereto e,?y psrttoutar
reasonable with reference to the particular metisr tor which consent to heinn it S! 1f or other condtdons as are then
made by thaofttor heraunder and^as^^SSlTe that ^toer Party disagrees with any datemitoation
to reasonabla detell within 10 business days toSwtog such r^iuSi the detarmlmng party s^all furnish its masons to wHiIng and
3?. OuamtHdf.

Estate AssMWion. "*'' - S'''''. any, shall esch edute a guaranty to toa frjrm most rntty published by ihe AIR Commsrelsl Real
exscudonSie Suere^yJniZ tS'KreSTSff^SSr^r *ir <s) evidence of the

^s,^tre^-ja^ed'S';^L^Lei^a?rhr<crs:^2dis
Of or reneur m,y K f T s^ f or reduce the tsm,
ofLessor,Jc),heHgm.^^^^rtgm^g^
be assigtwd or exarcised by anyone otoer than said odoltMl Lajriifri' end nnSlSfa^.?-^ Lease is personal to toe rtogtnal Lasses, and cannot
requested by Lessor w^l^s^ eenllyhg that Lesss. tie no Intention of "" '""" '' "
exercised unless the "^ "'"* to tted or renew this Lease, a later OpUon cannot be
39.4 Effect of Defeult on Options.
eonbnutog until ssa'asS^ ^rtogttre * thegivirrg of any notice of Default and
durtog the ttote Lessee Is to Br^rdZ f?-^ "T"'^toer mrtice thereof Is givefi Lessee}. (81)
exendse an Option tJsSSS prevteM ^ '^" "' hy reason of Lesses's Inai^ty to
ate such exercise Lessee's due end Mmslyexertdse of the Opton. if,

^ ms rnmlmom of Iho grrainds and todudtogTtoe ""'IS


S^SS'^^XsIKSIS'toS psrtdng. loading mtd unkadtog of vehicles, and to cause Ito empSS todudtog the

P PA FADE 11 OF 13

INITIALS

pool - AIR COMIHERCIAl RIAL ESTAm ASSOCIATION


FORM STO-23-9W1P
to Lessse also agmaa!o pay te(air sha of oMnmon awonsos incuaad io coooarto v,

S-fa and """*to""""e > tea. ft> gtmi. iout the consani or jolmter of aidi aasemems

undor the provlsiona hsrerf.?te PaifeL^fSin^th^ "^ " to any amount or sum o( money to be paid one Party the other
and such payment shall notta regarded as a voluntaiy payment a^ltS^tTSiJ^i^onSlra^nf^ m b "totoat"
sudfi su}t>. !f it shall bft ^hidrMH th-ai f^rtra ttiy%o * ur 11 It survive the ng^t Oh the pert of sold Party to InsMuta suHforrscoverv of
entitled to to pay sikS, sum or any wrt thereof, said Partite
T' ^ ^
iHUllfpla PaitJas; ExsculSon. to have walvedTffiM^SA pSilf -to "Inihate su for ate recover of mans paid
executing thfoLeasiltrehatfot^SlS^tea^^S^n'ki^'^ "totoiership, or similar entity, each Individual
achFfor,ystxrtl,30daim^rreo4dLerto.heoC?^S^o?::S^SSStthdr^'^'^^^
severally llaUa hereundar. It Is agra^^tormTmetifoe "' Pwso" or aniity shall be Jointly and
document anciSary thereto and DM all of framed ^ emmoemd to ^ute any ammidment to this Lease, or other
document. > ana o>a an or the named Leseees, and Lessor may rely on the same as if all of the named Lessees had axecuted such
ttwther Shan consult one aiSfoarme'S^m^'' ^ to"teparts. each of htch shall be deemms an oi^inal and an of vfoich
"^toad previsions of this tease and typevmttao or handwritten prevlslohs she. he comreBed by foa

do wt mate% l!^?2iSS SStrfJZ*""' to interest at the lime of the modlflcatioh. As long as they
^bty ^ by a Le;^ ,n

foe Parties andf<.8rehere arising oulordifoLm^


Accesslbllityj Amertcans with DisabiUtias Atst.
inapecbon by a CertL Ac^ IS Specialist (CA^). a have undaigona an
siar^danis pursuant to Gatola Cl^ Cod4 ^ Prem sos met ail appNcafeia contruciJOh-reiatd accessfibllity
sr^ss^ iss sa/sssfari"

srLr=;s5s?ss.T"ss,riK
IT of THm LEASE 0 THE TTtANSACTON TO WHICH
1- SK /MDV1C OF COUhlSEt AB TO tllE LgOAL AND TAX CON^QUfiNCES Of tlllS LEASEe
2L RETAIN Afl>ROPRlATE CONSULTANTS TO REVIEW AND INVESTJtSATE THE CONDITION OF THE PREMtSES SAID lNVisTiiTinM

the roof and OPERATINtS SYSTEMS. AND THE SUITABIUTY OF THE IHTEMI8E8 FOR

^Sd't^CO^LV C-'WNIA.
SE REVISED TO COWPLY WITH THE LAWS OF THE STATE IN WHICH TIM RRSIjliSES CERTAIN PROVISIONS OF 1HE LEASE MAY NEED TO
IS LOCATEO.
The partlds hp! ! eKeml at Ss ptac and cm Iha datas spad^ abovei ^alr
dialr respadi
respadive (auires. I
E*ei5utd at;
Executed M:
On:
JL
By LESSOR: 7
ByLESSlE:
Mary Ellen Horraw Living Tttist .m^ Research and ^lopmmnt

ft M i>CC6 hi/
Name Prini
Name

Name Pnnted:
Name Prlniad
Tltla:
Ackfreas:
Aodm!

Thtephone-g^) Teia^mone: ( )
Facsimile: {_ / Facsimile: ( )
Ema8.:
Ema9:
Email;

PAGE 12 OF 13

1/y.s

eassi - AlR COMMERCIAL fiE. ESTATE mOGIATION


KWM ST&aa-OWti
Fsd^l ID No.

BROKER:
BROKER;
;^i:v354 Cornme.rcxeX Reel Services
DAUH Commercial Real Estate Seri^-!s

AtcJ.lra St. OEier Hoy


Ml: Ga Vi n De n n1stOJi
TWm Vice President
Title: yice President
AtKliess: 4400 ^acArthnr Blvdy 950 Address. 4400 HacArthnr Blvd./ Bylte 950
Newport Beacha Ch 92660
Newport Beach, C.A 92660
TelephonerCO4 9)242-1713
Tetephon0;(94 9)242-1711
Fac^mHe:(9.49)242~ 1073 Facsimlla:(94 B)242-1011
EmaN: jim.sai ntOdaiiniconimercifii.com
EmaH; vin.den n 1ston^daumcominercia J.com
FetiemHO No.
FedemMDNo
Brokf/Agenl BHB License f: 0044^42
_ 8rakef/Agftt BR License #; 01837752

"""ara fMiulremsnls of tew andSdONBitwdBhrd,Suite,QteiKtete,CA91203


areirtlttel0thafflo^currantfona; WCoimnarctelRaalEstateAsaoctefloo, inilii8y na<fe. /uwaite wme or cait io make aura you
Telephone No.(213)68r-my Fox No.:(213)
i)Copyjlpht 2001 * By AIR Commerelel Rea^ Behite Aseoetatlim. All lights nerved.
No part of Rfisse Mlts may be r^roduoea In anyform without pemiissfon in writing.

(|Y^ FARE 13 OF 13

INiTiALS

^001.AIR COSMERCyU.REM.ESTATE ASSQCIATION


FOiflRI ST<5*23-09/10E
AIR COMMERCIAL REAL ESTATE ASSOCIATION
GUARANTY OF LEASE
WHiRAS.?^arv Elian Mori'ow Livina Trust
Lessor", and Dims Research and tTvelcpment ~~ '
Lessse', ate about to eracuteTdocurnentsntHled-LsW datedSarck 2d -JKiT"'' . herainaftw
known as5S-j2 Reaaaroh nn^e. HnnM concern,ng ttpremfe comntorrty
wherein Lessor wiii lease the oremises to Lessee, end""^ A
WHEREAS, Just..in Acni'ye.1 and Steven Atny-yoi
hereinafter Guarantors" have a financial Intereiinlesaee, aS
WHEREAS, lessor would not execute the Lease if Suarantots did not execute and deliver to Lessor this Guaranty of Lease,
Leas.GuSo;ieT,^

arto Lessil^X' "l ^ ^ agreement between Lessor


GuaranLTa^d^^^trSraVaSt^^^^^^^ ^thou. coneen, or nottoe to
of the LesJofuS'Sw ^
No nolice of delauit by Lessee under trie Lease need be given by Lessor to Guarantors, it beina soaeificallv aamed thai the x,anu. m
default by Lessee or for the ertforcenient of any rrghts Viftich Lessor may have as against Lessee under the terms of the Lease or at law or 10^01"
anainsi Lessee
against I and wiltioiit previous noliw 10 or against
demandGuaranlors
upon eitherfcllowing
Lessee oranyGuarantors.
breach or defauit by Lessee under the Lease without flrsl proceeding
oroceedino

Oiend envTfZ nfiTiT'' TT Giiafsray. <b) demand of payment, pressnlaiion and protest (c) all rifltil to assert or
Santor
mZZ nZfrLZ ^ ZT
ZZ "S ? 2 'o '0 d"V
proceedsecufity
a^instdeposit
toe LesSe anfX
Of other seLrity il
(g> any right of sut^S toaflifttors'tJalrha^^^ ra,
Lease andlhfs'eu^nt,'*"''''' '"^htadhess of lessee to Guaramois 10 the ofaiigations ovsed to Lessor umf- the
obligalionsterml'Se""" Quaisintor expressly agrees that recourse may be had against his or her separate pttHJerty tor all of toe
execute ana deliver estoppel stetsments and fioanciai statements, as therein prowded shall bo
a dlTauru"rSr toe lSS
intomst inTl!! ""Z" ^ Lessor's suecessots and assigns. So long as Lessor's

Snm^ifanZh^vZ" ^sranTasX.'" ^
Th tsiTO Less&e refers to and means fiia Lessee named in Lease and also Leaser's successors and assigns,

exceeds ^ " Lessor which

aianed by tto Le^or " '' ' ^ Lessor can be waived, rw can toe Guarantors bo released from their obilgatlons exoepl in wMling
am Incxiert Trt'ihZ "^9 puMnty shaJI be iritied in a stale court of competent jurisditHon In the county in vtolch the leased premises
T This Guaranty shall be governed by the laws of the State in which the leased
S Iwe. purposes of any rules regarding conlSias of isw the parties shall be treatf as it they were all residents or domiciles of
in the^ent any aciion fog brought by said Lessbf against GuaiBntors foereunder to ontbrce the obiiqation of Guatantors hermjndar thtt
such action shaN pay to prevising pany merem a reasonable atttSTiey's fee. The attorney's fee awani shall not be comouted in
accordance vwth any court fee sdieduie. but shall be such as to Full relmbufsb all stiomey's fees masonabfy int^utred.
If any Guarantor Is a corporation, partnershH), or iBnitod fiabi% company, each individual eygcuting this Guajantv on said ntltv's bsr9lf
r^asentsand warrantsthathoorsheisduiygutl^eptop^utfithlsGuafantruhDehaifofsuchenmy.
If this Form has been Sited In, It has been preparet^rsilhmission to your aSon fowhls approval. No rapressntatton or
^iker or Its agents or empioysas as to
thSi^Ove^
Executed at: GoKL 'Pffwc
On: """
Address. '

5 - AIR GOMMERCI/U. REM. ESTAH ASSOCIATION


FORM GR>2-0mE
ARBITRATION AGREEMENT
Standard Lease Addendum

March 25, 2016


By and Between fLessor| 'iTovt* L i.v.i. Ti0 Tmst

(Lessee) Slme Kesearch and Devfclopaeat

Address of Premises: Research Driy


Huatinaton Beach, j

A ARBfTRATION OF DlSWrSS;

induding, buUiol 12
under Paragraph llmi!lo'SjrMtef"SaUriB
of this Lease to "" claims, disputes
<" or disagrsemfflits atSsinainterest
Lessee's underinthistheLease,
LeaVe
Mive any and all tights to the conitaty. The Parties agree to at al! iLes OTiduH f La'" irrevocably
terms hereof arrd that any attempt to flircutnvBnt the terms of fh-'s Arhilratinn afif! comptele and timely accordance h the
vrftetsoever. rcomveni trie terms of ,$ Arbitration Agreemeoi shall Ire awolutely nut! and void and of no fores or eed
B. DISPUTES EXCLUDED FROM ARBiTRATIOfj-

enforcement or determination of rights undi this fS iJlmil'J f,S.t^ Z*"? "'h' at,
aliegafions of tortious acUon, and seek Uie award of punitive OT exomSTrtai^^S?!"^ matters of fraud walful rmsoonduot. bad faith or any other
rights pursuant to applicable law or fbi riohls or rBmadias imorf h 1 <*ma88s, 3, Claims relating to (a) Lessor's exercise of any unlaiwfui defainsr
to the Premises, all'sSSiSfbe reSS^ L s2Sh Lessees nght of possessiS
appeal pursuant to applicable law 4, Any claim or dispute tha' is vssthin S Ir'ml shall be subject to
Paragraph aSoflNs Lease. y eaii. or oispute tiw. s sMthin the jurisdiction of the Small Claims Court and S. Ail claims artsing under
C. APPOINTMENT OF AN ARBITiRATOR-

Affiitrason AssociatKwi( AM )under its commBrcW atbifralion rutes. O mencan

(loTdays after eittiwp8rty?;fidsft8ii^tlcftte shall be initiated by the Parties, or either of them, within ten

Judas {or sf thsre are iwo. th& one selected by JAMS)w!l serve as the Arbitrator if Ti i^^nai"ing
the Arbitrator shall be setectwl In accordant with said oraanlyatkwilte th^J m Sjf , " . o^anfeato".
reason, the party inteino arbilratton sftelt appiy ,o the apprtipriate Court for the appoiiranJ o,^tSZ^<Z:tS!iZfT^AZ?T
D !BtTRAT!ON PROCEDURE:

exchange of

slatutoryorcase law(e.8.. in California SXfCMpSSlmSeSSfisI6^^^

sfeitSll^iPsis^
ej^iaining the factual and leoai basis m the dedsiDn ^in ni th ^ 3nd accompanied by, a 'vwltten statement of deciisim

=3=2:

"
PAGE 1 OF 2

mm?.MH COMMERCIAL REAL ESTAH ASSOCIATION


FOf^ fW8-2i1SE
Artjitrator determines that die Arbltratkm Notice ms prepared In bad faith.

.Sta*S are eften moflBd to mesJ changhig nstoiirarnento oflow anti Muo^iwods. Wways%w or call to make sure <mu
arto.l.to8toemotocMmmttorm:im^^mtolR^E^a^^
Telephone Np, SST-8T77, l=a* Ne.t

Qy PAGE a OF2

INITIALS ^
mm.mcmmnmM.mm,estate Pmmmm-mm
ADDENDUM
Date; March 25, 201t

By and Between (Lessor)Mary Sll^n Morrow Living frugt


(Lessee) Dime Research and DevaXQp<i>m6nt

Address of Premises: 5542 Research Drive


Haritinqon Beach, CA 52649

Pamgraf^ 50"55

In Sha event of any conflict beiween the provisions of this Addendum and the printed provisions of the Lease, this Addendum shall
control,

50. CommcHcetTiBnl; Date Memorandum.


Once the existing occupant vacates the Frsmiees, the actual Commsiicemsnt Pate, Expiration Date and
Rent adjustments viil be sstabiished and documsnted in a Comrneficemeiit Date Memorandum.

51. Monthly Saae Rent Schedule.


Months 1-12 $8,546.00
Months 15-24 $6,802.00
Months 25-36 $9,066.00
Months 57-46 $9,336.00
Months 49-62 $9,616.00

52. Rent Abatement.


Month 2 shall be free of Base Rent and months 3,4 and 5 shall be at one-half the monthly Base Rent.

53. Signage.
Lessee, at it's sole cost and expense, shall have the right to install exterior building signage, and if so installed
shall remove such signage prior to the expiration of the Lease. Ail sigtiage shall be subject to Lessor's prior
written approval and shall conform to the City of Huntington Beach signags code,

54, Service 1 Maintenance


Lessor shall procure and maintain a HVAC service i niaintenarics contract on the HVAC ed|uipment and invoice
Lessee for same,

56. Aselgnment md Subletting.


Any profi'fcs resulting from an Assignment or Sublease per Paragraph 12 of this lease shall be divided 50/50
betweeen Lessor and Lessee after Lessee recovers its direct costs related thereto.

PM5E10F1
SDAUM Uniform Disclosure and ^ .nitation of UaNiit^ Fofm
r^roperty Address: 5542 Research Dftve, HuaHngton Beach, CA agree to Indemnify and hold DAUM. Its prtncipals, shareholders,
92649
omcern, agents and employees harmless frcm any liability which
may arisefmm the preparation ofthis or any other document relating
WiSPORSS CLARffiBS AND UMiTS WB DiSDLOSURBS THAT to mis transaction.
HAm BEEN liM/TS BROHm*B UABOJty mTH
nBSPECT m smn mcLosuREs, and places vAmous All parties ac^rtowledge ha^ng been advised to have this and all
camsAND mSPONSmamES upon SELLERAMSSmANO transaction documents af^roved by legal counsel and financial
BWrnrnMSBEB. PLEASE READ if CARBPULLY. counsel prior lo execution and delivery.
I Notice to Owners, Buyers end Tenants Reoellria This transaction Is entered into w^h tile understanding that
Haxardoim Substances and Underground Storage Tanlcs: Buyer/lessee has Independentiy verified to its sati^^on the
Gomprehensive Federal, stale and local regulaSons have rscen% foitowing Items; Ml measurements, utilities (including power,
been enacted to control the use, storage, handling, dean up, plumbing, heating and air-conditioning systems), minimum
removal and disposal of hazardous and toxic wastes and dearance, loading doorts) dimensions, truck acoesa, tire sprinkier
substances. Extensive legislation has also been SR^pled with system capacity (if any), restrooms. City codes including zonirtg.
regard to ynderground storage tanks. As real estate licensees, we setbacks, occupancy permits, hazardous material and waste
are not experts In die area of hazardous substances and we inspection,and ability to conduct its intended use on the premises.
encoomge you to consult wdth your legal counsel with respect to your
rights and liabilities with ragard to hazardous substances laws and The llerr^ setforth above shall not be considered as an exhau^ve
regulations and to obtain technlt^l advtice with regard to the use. list ofitems, birtexamples ofitems BuyerCessee should Investigate,
stores, handling, clean-up, removal or disposal of hazardous
^bstancesfrom professionals,sudi as a civil engineer geok^iM or Any Irdbmnation provided by Broker has tjeen obtained from sources
other persons experience in these matters to advise you de^ed rellattie, vyhile Bix^er does rwt doubt its accuracy, Broker
concerning the property. We also encsourage you to review the past has rrol verified it. assumes no responsibility and makes no
uses of the prop^, which may proWde information as to the guarantee, warranty or representation regarding It. It is
BuyeKs/lessse's re^ondbljity to independently confirm its
on the property. accuracy and completeness, Buyer/Lessee hereby indemnifies and
holds harmless Broker named in this transaction, its principals,
DAUM, hereinafter cailed "Broker, will disclose any knowledge it shan^olders, officers, agents and employees from the follovwng:
actualty possesses with respect to the exi^errce of hazardous My daim for perstial injury, merdiandl^ or property damage or
subsfonces or underground storage tanks on (he property. Broker loss of ^lue arising frin or related to physical ccmdrtion of the
has not made any investigations or obtained reports reganding the property, induding, vwthout limitatidi, soti, mof or strudural
property, uniess so indicated in a separate document ^gned by coridition, any claim,dispute or action In connection with completion
Brdter, Broker makes no rep-esentation or warranty mgardlr^ the of work or repairs to the premii^, any expense induding
exisfence or non-existence of hazardous substances or reasonable attorney fees and costs suffered in connection with any
underground storage tanks on the pmperty. of the above matters.

With regaro to the sale of real property, recently enacted California IV. Credit and Rnanclel Infoifmetion: Broker has provided
Heaitii and Safety Code Section 2SSS9.7 provides that any owner of Selleiri-essor vwth credit Infonmation odained from Buyer/Lessee,
non-residential real pn3perty vriio knows, or has reasoneble cause vyhich Broker has not verified and does not guarantee. Seiler/Lessor
to betieve, that any reiease of hazardous substances has come to acknowledges tirat Broker does not guarantee either payment
be located on or beneath real property,shall, prior to the sale of real Buyer*s4.88seo*s perf<mance of tiie tenns of the purchaseriease
property,give written notice of that condition to the buyer of the real agreement SelierieCessofs execution of this doojment is based
property. Failure of the owner to provide vwrtten notice when strictly on Sdlefs/Lessor's independent v^rilkatkm of
required shall sut^ect the ovmer to actual damages and oti^ BuyefarLessee's credit-worthiness and Seller/Lessor holds Broker
remedies provided by the few. In additkm. vhere the owner has 5 default
actual krxM^edge of tiie presence of any hazardous ^bslance and
kno\Mngly and vrilllulllyfoils to provide vwltien rK>llce to the buyer,the NOTE: If the property covered by this Uniform Dlsdosum and
owner Is liable for a civil penalty not to exceed 95,000 for each Umltation ofliability Form is ovmed Jdntly or by a corporation,^ch
separate violation. individjal dgning represents and wanrants that he/she Is aufoorized
lo execute and deliver this documoot and to bind such other owners
With regard to leases of real property. Section 26359.7 of the or corporation having any Interest in the property,
Caiifomia Health and Safety Code provides that any lessee of real
property who knows, or has reasonable cause to believe, that any DAUM makes no representation or warranty regartting the status of
release of hazardous subsfonces has come to be bcaled on or The Property with regard to the items covered In this Uniform
beneath the real pmperiy shati, upon discovery by the lessee of foe Disclosure arsd Umttatlon of Liability Form.
presence or suspected presence ofa hazardous substance release,
give notice ofthat condition to foe owner offoe real property. Failure
of the lessee to pmvide written notice as requined to the owner shall
APPR0\,0)ls ;^Sfedavof 2oM
make foe lease voldai^e at the discretion of foe owner. The Health DAUM ennc^
and Safety Code provides that Iffoe lessee has a^ual knovrtei^e of
the presence of any hazardous sub^nce release and knowingty or
willfully fails fo pmvide wrttien notice as required to foe owner,the
lessee is liable for a civil penalty not to exceed $5,000 for each
violation.

As used in this notice, the term "Trazardous substances'* is in


foe broadest sense and Includes all hazardous aifid toxic matsriale,
substances, or waste as defined by applicable Federal, state and
loca! laws and regulations and Includes, but is not Hmited to RE License No,.
petroleum products, palnfe and solvents, RGBs, asbestos,
pesfiddes and ofoer substances. Hazardous substances may be
found on any type of real property, Impmved or unlmjwoved, APPROVEDtilis
'19 day of
occupied Of vacant
Towilving Tmst
Mary Ellen MOn-owllylng
It If^otlc to Owners, Buyers and Tenants Regarding foe
with Disabllltl^ Act": L^islation knovm as the ^'7
By - C 7'^
"Americans Disabilities Acf {"ADA")was mcently adopted and
may affect The Prcperty and/or its Intended use. As real estate
licensees, we ere not ejqaerts in foe legal or technicai aspects of
ADA as It may pertain to you. We encourage you to con^lt your
legal counsd, architect and/or ofoer professionals wlfo appmprtate
e)^rience vrifo mgariii to your rights or obligations for compliance
with ADA.

III. Dlsolalin^ aiid Indbfiiiilfloa^on: This document has bmn


prepared by DAUM C^rokef) at foe request of all paities which
0^07-0/V^ Cwsnwwsiri cwly Sn ^ DAUM is aiftd j net io iSs^iaslae tE>
romj 02.15
iiDAUM m*s. mrr^ mmmtm
Uniform Disclosure and w .nltotion of Liability Form
IProperty MdwBB. S542 R^arch DrIvB, Huntington Baach, CA agree to 1ndenin% and hold DAUIM. its princlpais, shareholders,
92649 officem, agents and employees harmless fir<mi any liability which
may arise from ftie pmparebon of this or any other document relating
THisFomcLAmmBBAmumtB wBomcLosmes that tofrits transaction.
HAVB BBBN mADB^ UHliTS LIAmUTY mTH
RBSPBCT TO SUCH mSCLOSUHBS, AND PLACES VARIOUS All parties acknowledge having been advised to have this and all
DurmsAND mspONsmiuriEs upon SEULewtBsson and transaction documents approved by legal couns^ and financial
m)YERASSE. PUBASB READ IT CAREFULLY. counsel prior to execution and d^lvery.
I. Noiica to Xhmm, Boyam and Tenants Ragarding This transacfton is entered into the understandir^ that
H^rdcus Substancss and Undarground Stomgs Tanks: SuyerA-essee has independently verified to Its satisfaction tha
Gomprahen^va Federal, state and local regulations have recency following items: All mea^mmenbs, utilities {Including poiver,
be^ enacted to control die use, storage, handling, dean up, plumblr^, heating and air-condi^onlng systems), minimum
removal and disposal of haiardous and toxic wastes end clearance, loading door(s) dimensions, truck access, fire ^rinkler
substances. Extensive leglslagon has also been adopted wHh system capacity (if any), resfrooms, City codes including zoning,
regard to underground storage tanks. As real estate licensees, we setbacks, occupancy penults, hazardous material and waste
are not experts In the area of hazardous substances and we inspecfron, and ability to conduct its Intended use on the premises.
encourage you to consult with your legal counsel vyith respectto your
fighfe and liabilities with regard to hazardous substances laws and The Items set forth above shall not be considered as an exhaustive
regulations and to obtain tedinicai advice wi^ regard to the use, list ofi^s,butexamples of Items Buyer/lessee shouldInvestigate.
ston^e, handling, clean-up, removal or dl^osai of hazardous
substances from jwofesslonais,such as a clvli engineer,geologisi or Any information provided by Srr^er has been obtained from sources
other persons with expenence in diese matters to advise you deemed reaafc^e. While Broker does not doubt its accuracy, Brewer
concerning the prq?e%. We also encourage you to review the past has not v^ed it, assumes no responsibility and makes no
uses of the property, which may provide information as to the guarantee, warranty m representa^on regarding It it is
Buy8risft.ess8e*s fespmi^bllity to Independently ccnfimi Its
on the pix^rty, accuracy and completeness. Buyer/lessee hereby indmnnlfles and
holds harmless Broker named in this transaction, Its principals,
DAUM, hereinafter called '^Broker", will disclose any knowledge It shareholders, officers, agents and employees from frie follovfrig:
actually possesses vyilh re^ed: to the e:dstence of hazardous Any claim for personal injury, merchandise or property damage or
substances or underground storage tanks on the property. Broker loss dl value arising from or related to phyitol condition of tiie
has not made any investigations or obtained reports r^ardfng the properiy, including, without limitation, soil, roof or structural
property, unless so indicated In a separate document signed by condition, any claim, dli^e or action In connection with completion
Broker. Broker makes no representation or warranty regardkig the of work or repairs to the premises, any expense Inciudmg
existence or non-existence of hazardous substances or masonat^e atU^y fees and costs suffered in connection wite any
underground storage tanks on the properly. of the above mattens.
With regard to die sale df leal property, recently enacted California IV. Ciedit and Financial Information: Broker has prowded
Health end Safety GiKle Section 26369.7 provides that any ovwer of SellefA.essor with credit intermation obtained fmm Buyer^essee,
non-residenbal real property knows, or has reasonable cause which Broker has not verified and does not guarantee, SellerA-essor
to believe, that any release of hazardous substances has come to acknovi^sdges friat Broker does not guarantee eitiier payment or
be located on or beneath real property, shall, prior to the sale of real Buyerisft.essee'8 petformance of frie terms of frie purchaseriease
property, give written ndSrse of that condition to the buyer ofthe real agreement SellefsCessofs execution of this document is based
property. Failure of me owner to pro\^de wriften notice wher) strictly on Seller's/Lessor's Independent verification of
reguired shall sutsject the owisf to actual damages and other Buyer's/Lessee's credlt^orfrilness art Setier/Lessor htfrds Brewer
remedies provided by Oie law. In addition, where the owner has hamnless in the event of 8uyef*8ftie^ee'S default
actual knowledge of the presence of any hazardous substance and
knowingly arid willfully fails to provide written notice to the buyer,the NOTE: If tee propeity covered by this Uniform Dlscio^re and
owner Is fiable for a Gl\dl penalty not to exceed S5,000 for eac^ Umrtatirm of Llafotiity F<xm is owned Jolntiy or by a cofporation,each
aerate violafton. individual signing represents and warrants teat he/she Is authorized
to execute and deliver this document and to bind sudi other amors
With regard to leases of real property, Section 26369.7 of the or corj^ration having any Interest In the property,
California Health and Safety Code provides that any lessee of real
property who knows, or has reascxiable cause to believe, that any DAUM makes no rei^sentatlon or ivarranty regarding the status of
release of hazardous substances has ccxne to be located on or The Property vwth regard to frie items covered In this Uniform
beneath me real property shall, upon discovery by the lessee of the Disclosure and limitation of Liability Form.
presence or su^sected presence of a hazardous^bs^ce release,
give notice ofthaicondition to m ovwisr offtje real property. Failure APPROVED this day of/iMiM 3^4
of the lessee to provide vwftten noftce as required! die owner shall f
make the lease voidable at the discretion of the ovwier. The Health DAUM

wiilfoHy falls to provide written notice as required to the owner, tee


lessee Is liable for a civil penalty not to exceed $S,OOD for each .00944942
violation.

As used in this notice, tee term ''hazardous substances^ Is used in


the broadest smise and Includes all hazardous and toidc materials,
substances, or waste as defined by applicable Federal, slate and
local laws and r^ulations and Includes, but Is not limited to RE License Ho.^
petrcfreum products, paints and solvents, PCBs, adb&stos,
pestiddes and other subslancgs. Hazardous substances may be
found on any tyf^ of real properly, improved or unlmprotted, APPROVED teis
occupied or vacant
diand
II. Notica to Owners, Buyers and Tenanls Regarding the
*'/Viiai1cans with dsablittles Act"; Legislation imown as the
'Amerfcais with Disabilities Act"("ADA")was recently adopted and
may affect The Property and/or its Intended use. As real estate
licensees, we ere not experts in tee ieget or technical aspects of
ADA as it may pertain to you. W encourage you to consult your
legal counsel, archltecl and/or oteer professionals vrith appropriate
exparlance with regard to your rights or obligations for compllimce
With ADA.

III. Plscfalmer and IndemnhtcatlOfi: This document has been


pmpared by DAUM ("Broker") at the request of all parties wlilch
15^ AS ftghts thh U!ti is fer use ^ tenssto In pAUU isot ia
DISCLOSURE REGAR0tf4G
REAL ESTATE AGENCY RELATIONSHIP
iM miqiUlred by tDa CMIOoife)
AGENT ^"Sailsf** incitodtis isoth a vendor a#5tl js lsssedy)
as the 9Bm ferlte Seltefonly. A Slte<'aaaMa subBr.l ofthat has the
To the A Mud^du^ of ulmo^ cats, tntaahty, honesty and loyalty(n daalinss tlth ie Seer. To Ow Buyer and Bte Setter
(b)
{a) ADiligent
duty of8xf^8 Of masoifabl
honest and fair dealing andand case
good in peiformance Of
faith- agent's du^
ffads known tothe^ent wet^alty atg the value or desteWHy of the property thatats not known to. or
AGENT C^Ekiyef'thttludesbotts a purchaser and a Is0o)r
1 to ad as agent for the Buyer only. In toeao situatkms,foe agent Is not the Seiler'e i^eoi even
(b) A duty of honest and fair dealir^ and good falfo.
< ^ any fwhWwiiiei intomtatton obWned from the other party that does notInvolve the atSrmaBve
AGENT REPRESENTING OTH SELLER AND BUYER
A real estafo agent,either actfog dlrec% or through on or more assocfote ll<jeriseos, can fogally be toe agent of both foe Seller and toe Suver
in a traneaetlon,, but only v^flfo foe knofwiedge and t^nsent of both foe Setfor and the Buyer
In a dual situation^ foe agent has the following afllrmatlve obligatiofts to both bte Seller md the Buyer:
5?! fotegrlty, honesty and loyalty in foe dealings wtto either the Seller or foe Bimr.
tb)Other duties to foe Seller and foe Buyer as statod above in foeif respec^ve sections-
"liaue
terests- You should ^efuily readIall agreements to assure that they adeguat^y or Buyar
a Sallarexpress <
your ths responsibility
uodsfsiandlng of thetotransactfon own
protect hisAorrealhorestate
iranra^ ym receivs njors toan oi disclosure ferns, depending upon the number ofaanfe asslsUng in
^re^B^at^ agrast with wtiom you have mae than a casual refetlonship to ptesem you with dsls dtstdosure femt. Vou
^ "W consigns the r^UonsWp
Soeflons betvresn you
2^.13to a7a24, hsolustve,
and theofreal
tteestate
Civfl Code h your
agentsat forthspeCIBc
Oflpaga
PRINTED ON THE (OH A SEPf^ ^ ^T^SI'^TIONSOFTHE CIVIL CODE
O Buyer O Sellera Lessor O L^ee \^ Date;
D Buyer aS^lerO lessor O Lessee V.J 0g|g.
^9ehi pACJM Commercial Real E^t-ate Services 8RELie.#01129558
Reap^^
Jf-tb aaitit. Ower Kok-fTjL&Ls:^SRE Lie.# 00344942
(Salesiserson or 8mi^r5bSclate)
NOTE;
^ Hs^ng ismksrage company also rapresenfo Buy^-ZLessee; The Ueting Agent shaH have one Agency Disdcsure form
signed by Sc^lerZLassor and a second Agency Disclosure form signed by SdyedLessee,
brokerage compat^es: listing Agent shall have OffoAoencv
^ ^Seller/lessor and (ii)to 8uyer*s/lssee's Agent shall have one Agency DIsdosure form signed by Bvm^^
IZ
-88ilffla.e9Sor V
A Tim6u Date; f h "
BY THE AIR COMMERaAL REAL ESTATE ASSOOATION. NO REPRESENTATiON IS
MADE AS TO THE LE6W.VALIDITY(SR ADEQUACY OF THIS FORM FOR /WY SPECanc TRANSACTICM4
PLEASE SEEK LESAL COUNSEL AS TO THE APWOPRIATENESS OF THIS FORM.
0 RAGE tOf 3
INITIALS
11^14- MR mmmm.mM.imm mmmmn ad^-03/i^
IPISCLOSUr^ RBi^AHDmO REAL ESTATE AaENCY RElAtlONSHIP
CIVit CODE SECTIONS 2070*13 THROUGH (20miS APPEARS ON THE FRONT)
i079.1$ As tjs^ m Sections 2D79.14 to 2079.24,inclusive,the f{^0(Aflng terms have the folk)^g meanings-
pe^^ Tftie 9<commendng
Chapters0^(commendrig with Section
wiih10130)
Sectionof2295) reel property
Part 1 <sfaDivision p-ansecibn.
4 of the Sudnessand
and includes a
^ executed or an offer to purchase !s obtained, (b) "Associate licensee" means a person who is
Sains ?J^ erther Housed under a broker or has entemd mto a written contract with a broker to ad as fee broker's agent in
fee SSv t^nSin^ ^ under fee brokers supervision In fee capacity of en associate licensee. The agent in
^a Sr!fL f^^ res^nslbikty fer his or her assodale licensees who perform as agenfe of fee agent When an associate lionises
^Lih w Z sssooate tosee
sellerfuncaons.
who Is not(c)a''Buyer" In a real
principatmeans pn^ity bansactlon,
a barisfiMoe that duty
In a real proper^ Is equlvafont
tmnsac9on, and to
intrudes
fee dutya person that
owed towho
maipr^rty frorn a selfer through an agent,or who seeks fee services of an agent In more than a casual, transitory, or
Ik entering
sjgle-famliy property transaction.
into a realreddentid ^Buyer^
real pmp^fty, fedustes
dwelling units made or lessee,
vendeesub|ed (d)"Gommerclal
to Chapter^ real property"
(commencing with Section
I^n recreatiortal vehicles,as defined in Section 799.29. <) "Dual agent" means an agent
mS K^ ^assodde licensee, as agentfor both the seHer and fee buyer in a real poperty transaction,(f) 'Listing agreement"
Si ^perty and an agent,
has obtained a listingbyofwhkfe
real property
fee agenttohas
adbeen
as anaothtMoted
agent for compensation, property
to set! fee real(h)sitingor toprice"
find is
orSobtain a
In dollars specified in fee Irshng for which fee seller is wllfog to s^fee real property throrrgh fee listing agent. <0"Offohng price" is
tw aooudej^iessed ill dollars specified in an offer to purchase for vfelch fee buyer is wH^ng to inry fee real property,(J)"Offer to purchase" means a
^ acting through a selling agent feat becomes the contrad forthe sale ofthe real prop^iy upon acceptance by fee
S'nn '"ff subdivision(1)or(2)of Section 761 in property that ccmstitutes or is improved wife one to four
2^w 1^ c^merdal teal proper^,any le^hold in these types of prop^exceeding one year's duration, and mobSehomes. when offered
21 iwld d^gh an a^t mrmuant to fee authorify confeined in Secfem 10131,6 offee Business and Piofessions Code.(I)"Real jHt^rty
and mclu^s a i^ing or an offer to purdiase.f fe which
(m) Sed.""safo." or"sold"
an refers
agrmttois employed by one
a transacfem or more
for fee offee
transfer principals
of real pmpertytofrom
ad Infee transacUon.
feateeifer to the
buj^r, andt^l^es exchanges of real pmperty between fee sdler and buyer, transacbons for fee creation of a real proper^ sales crmtiact within the
leasi^d
property Ir^sacto,andmciudes an ownensfeo lists real property wife anexceeding one year's
agent, whether or notduratfon.(n)
a transfer "Seller
resultSi ormeans the transfm'
wfeo receives leai
an offerIntoa purchase
y2! ^ownerfrom an agent on behalf of another."Seller" indudes both a vendor and a lessor,(o)"Selling agenFmeai^
f alone, or an agent vsfeo acts In cooperation wife a 8s^ng agent, and who sells or h'nds and obtains a buyer fbr fee real pmperty
wff focdes pmperty for a buyer or who finds a buyer for a property for which no listing exists and presents an offd to purchase to the
1 of Titie 9. u
o However, means a pe^n
subagent does to
notvfeom
Include agent
anan delegates
associate agency
licensee wtKSpowem
is acting pm\^ed
as under Article 5(commencing
feeInsupervision of an agmit inwith Section
a real 2349)
property of Chapter
transacll^.
Speaned In agents
tn Sec^ 2079.16. and,except as provided
shallinprovide the seSer
eubdtvleion and buyer
(c). aha^ real properly
obtainIna asigned admowtedgement wfe
trmisactionof a cd>y
receipt of the
bom featdisclosure fom
selfor or buyer
as prwld^ m feis sedlon or ^ion 2079.15.asfdtows:(a)The ilstfog agent if any,shall pmvfde fee disclosure form to the seller prtor fo'
entering Into fee itsang a^eem^t.(b)The sdk'ng agent provide fee dlsdosure form to fee seller as soon as practicable prior to ptesentfeg fee
(^
?2, wi^^feeoff^to purrfease.
selHng ag^t doesunless
not deal
feeonseillng agent ?He\4ously
a foce-to-facs provkfdi
basis wife fee seller
the seller wife a copy
fee disciosuie fomn the disdosure
ofprepared by theform pursuant
seiring subdivision
agenttomi^ be furnished
(a).to
discfosure to by <^ed mail at^resssd to ihe seller at his or Her last known^ address,^ in which case no dgned
^ acknowfedgemit
dgent mayofdeliver
receiptfee
k
except that if fee ^ Ihe dlsdosure
offer to purchase is not prepare form to
by fee selling the buyer
ag^nt, as soon
the sdSng as practicable
agent prior
shall present feetodisdosure of the
executionform to buyer's offer
fee buyer purchase
nottolater than'
the next business day after the selling agent receives fee offer to purchase ffom fee buyer.
2079.16 In any drcumstance In which the seller or buyer refoses to sign an acknowledgemenl of receipt pursuant to Sei^n 2079.14,the aoent m
an associate license acting for an agenL shaS satforth, sign,end date a wrid^ dedaration of the facts offee mfusai.
i79.16 Ri^weduced on Page 1 of this form.
W9.17 (a)As soon as ^cticabie.fee seing agent shall disclose to the buyer and seller vfeether the selling agent Is acting in the res^ property
exclusively as tiie buyer's agent, exduslvefy as the seller's agent or as a dud agent represenUng isofe the buyer and fee seller. This
letaiionsnip shall be confirmed In fee contrad to purchase and sail real fxoperty or In a separate vwlting executed or ackifiowiedged by fee edier fee
buy^.^nd fee a^^g agent prior to or coincident wife executioh of feat contract by fee buyer and the seiier, respectlveiy.(b)As soon as practicable
fee Ssbng agent shaH disdose to fee ssdier whather fee listing agent fo ading in fee rjl property U-ansaction exckisively as fee seHefs agent, w as a
dual a^nt retM-esenting bofe the buyer and^ler. This r^alkmshlp sheB be ccmfirmed In fee contract to fetrdiase and sell real ixfoftorty <w in a
sej^te wrong e>toouted or adfnowledged by fee seller and fee lisdng agent prior to or cofeddent with the execuUon offeat contract by fee seker
(0)The conffimadon mgdred by subcTndsto(a)and (b> sfiaff t^ in fee foilovwng form.
i^fen^ottcheckdnerOfeesdkrnxrtoeivr^Ohn^
fee efexitlx^ tched? oriel O fe<* ilxmi* o# Ofe seitor nt
si-fen8 Aqwi geqt mrsmmcan^Gir^tn^AQ&fin O isofe tito feiym ami seker
(d)Ifee dtedosuree and confirmation requimd by this secliort shall be in adr^tibn to fee disdosure regulred Section 2079.14.
2979*18 f^to selfing agent in a real property transaction may act as an ag^tfor the buyr only, when fee selling agent is also acting as fee listing
a^mt mtrto transaction. c
2079*19 The payment of compensalton w the oWlgabon to pay compensation to an agent by fee seBer or buyer is not necessarily determinative of a
partrcufor agen^ reiatforrshfo bebween en agent and the seiier or buyer. A Ihrting agent and a selling agent may agree to share any comp^satltm or
commission paid, or any right to any compensation or cxrmmission for \^lch an obilgadon arises as the result of a real estate transaC^On and the
terms of any such agreemanf shall not necess^y be determinative of a particular relatfonshfoi
287920 Nofeing In feis article prevents an agent horn selecbrrg, as e condlfefe of fee agent's employment, a specific form of agentsr relaffoi^lp
not ^edficalfy prohibited by feis afe'da if the regulmments of Sectfon 2079.14 and Section 2079.17 are complied with.
2679.21 A dual agent shali not disdose to fee bu^r that the seller is wilBng to seB fee iMOperty at a (fece less lhan fee listirig (mce,vrifeout fee
^pr^t^ton consent of the SeHer. A dual agent shall not disdoss to the sdiar feat fee buyer Is wiBlr^ as pay a price greater fean fee offMng pdc^,
wrfeout fee express written consent of the buy^. This section does not alter in any way the duty or responsiblBtv of a dual apant to anv rxlndoal with
respect to ccmndeniial feformsffonofeer than price. y
In feis ailide precludes a listing agent from also being a sdBng agent, and fee combinefefe of these tonctlons in or aoent does
not ofltself, make featT^enia dual agent
(a) A ctmffact bdbveen fee pnndpd and agent may be modlffed or atiered to diange the agency retaBondilp at any lime before ihe
performance of the act yferdr Is fee object of "'^fe fee wflilen consent ofthe parties to fee agency rdetlonship
va^^g . itw Alend^oranauc^cnotxnpariy
Cb)sates price, shali not require, as arstafeed
dsnditfon a lenderto
byof relievingconfer aspects
fee tender's of a transaction
approval of real i^operty
of die Uansaclion, subjed to feis
the homeowner ilstir^ Including
part.agent to(fofend
orlrtdamnify the^dsr or aucllcm company fiOrn any liabiUly aSeged to resalt from the acBonsofthe tenderer auction company./fey daui^,ixevision.
covenant,or agreement piffporfing to impose an obligation to defend or indemntfy a tertoer oran aucbon crstipany in vidabon of feis sulKlividon Is
agmnst publfo pdtoy. void, and unanforceabte
PAGE 2Off 3
moi4'Mn coiasiiERciM.HBAkSBTAm mmmm
f dMosum d buye and Saem by agents and thr associate

arautllialttsthamoslamantfOTO. WC^martialRaatEatataAaswiadon.
I""<>SlNBmndWvd,Sutem3tattdala.CaS
iayd write or <ii to
Ter^^hona No> {213)tSd7>iam. Fax Nlo:{213)687*8Sies

1/ FtftOE 3 OF 3

lTIALS
INITIALS
2314 - AIR COMitfjEROAL RgAL SSTATE ASSOCIAHOR
m-i-omm
OlSCLOSyRE!%QAROtNG
REAL ESTATE AGENCY RELATIONSHIP
(Asifequfired bylh Clv Code)

fe^iate ^onl regefdlrtg a reeloetate ImnsacUon,j^oushouMfrem the outsM onderstarvd vsbat type of
egoftcyrela^onshlpormpi^eentetlopyouWshtOhayewith^^^^ oorsiaria vwteuype of
^ ^ ^EMt(("SellW**Jfidudes both a vendor end a
Setter acte as(hB asent te the Setter enty,A Seltefs BBit or a SBb^ent ef that asenl has the
To A ^uda^ dui^ of utmost care, mtesHty, honesty and loyalty In iteallngs m Seller, To the Buyer and the Seller
te) Diiiganc exerdse of masonabte skill and care in perfoofianca dulfes
<b) A duty of hon^and ferddaiins and good faith.
Iriihte matertally alfachng the value or desihsbltity of 18 property ttsat m not knovwi to,or
Obtained mm the^
oSier rmrty thaidoes not involve Pes. An agent
the affirmaUve is notsetob^ated
duties to revral te elBter party any eonfidenttrt tntermaSon
forth above.
. ,,, ^^YS'^*SA<3eNTfBuysf''lrteladesbpdiapuroh8seraftda}fiee).
HS ^1 ^ agentforthe Suyer only. In these situalk^, die agent Is notihe S^r's agent,&vm
^ Ser. An agent aottng oniy lor a
To the Bu^r A fidudaiy duhr of utmost cam,integnty, honesty and loy;^ty in dealings with the Buyer. To die Buyer and foe Seller:
(a) Diligent exaioise of reasonehle sidll and oars in perfofmarsce of the agent's duties
<b) A duty of honest end fair dealing arid good faith.
^^of,
vififom the dlllgant addition and observaaoi wnt
foe inaterialty
pat^es alfecBng the value or desiiaiatily ofthe ptoprsly that am not Irnown to. w
'0 either party any ojnnaonaai Inlbrmatot olrtalned ISt)s the other party Biat does not tevolue the efllnnaSvB
^ AOENT ftEPSENT}N<S BOTH SELLER AND aDTER
tn
in a transaciloa bm only *=es- een be the agent of both S^aml the Buyer
In a dual agency stfoatbn,thefoe knovdedge
agent has the end consent
following Of both the
affinnatlve Selfar and
ot^^ations foe Buy-,
to both the Seder and foe 8uy^.
;?I Integrity, honesty and loyalty in foe dealings with elfoer the Selier offoe BUy^.
(b)Other duties to the Seilar and foe Buyer as staled above In their respecSve secdons.
^
foat foe Se^wiH ^^
accr^t a rmce less than "'I'price
the iisMng ""*''*' I" Buyer
or that the <P8iMIlpermtsslon
pay a priceofgreater
tha iBspectlvB
thsri foeparty,
pricedlsdose
offered. to th oSter imy
f <io not rdieve a Seller or Buyer tai foe responsibllliy to protect his or her own
k iequafely e)g>mss your undemfentdng of foe transaction. A real estate
5. qualified to advise aboutyou
transacdon realmay
estate, If legal
receive r^-tax
more thanadvice Is desired,form,
one disctosure consult a competent
depending upon professfonai.
foe number of agents assisdng in
foe bwisa^w.The law requires each agent with whom you have more th^ a casual relafion^ip to preset you with this disctosum Vou
^uld s^ntenfe eadi time It Is pre^il^ to you,con^eiing foe r^tbnshlp between you and the real estate agent in your specific
focfu^alfoH^islone offiedlons aSTd.lAto aomSA,inclusive,offoe ClxHl Code tfotfo on pego

O BuyerO S^IerO l.6sSw m LasBee"'''<p^ |


'It |I^
Buyer O Seller lessor O Lessee \ } We:

I3AUM Commercial Real Estate Servicas BR Uo, #01129558


Re^l Estate Bmker (Firm)
*

gavln DeanIgton 8RE Uc, # 018 mi 52 Date:


(Salesperson or S^^Assot^ap) ~
NOTE:
- Whan ^|s^gj>rt^omge cmnpany also repmsents Buyer/Lessee: The Listing Agent shall have one Agency Oisdosum form
signed by Sailer^ssw ar^ a second Agency DIsclbsum fenm signed by Buyer/Lessee,
bmkerage companies: (Ofoe Usbng Agent shall have ons ^^cy
Dl^oswe i^ signed by Beller/lesso- and (ii) foe BuyeTs^essee's Agent Shan have one Agency msdosuro fomi signed by SuyeiS^
and either foal same or a dl^orent Agency Disclosure fomt presented to SellerfLessor for signature prfor to pres^nfotfon of the off^ If foe
same form is used, S^ier/Lessor may sign here:

Lrrywtw
Sellei^^^r / 7 ^
THIS FORM HAS BEEN PREPARED BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION. NO REPRESENTATION IS
MADE AS TO THE LEOAl VALIDfTY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACDC^.
PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM,

PAeiOF3

iNmAis

ai14.AI COMfi^EROAL REAL iSTATE ASSOCIATION fo^^


DISCI^SURE RE0AI?l3lllNm^ AGENCY RELATIONSHIP
CIVIL CODE SlCTIdNS 2070.13THROdOH 207^,24|20T0.16 APPEARS ON THE FRONT)
207$>t$ Jsiised in SecBfms 2079.14 U> 2070,24,indusivs,the fellovwng l^s
iha foibwing maanings:
pwv^ons of Titte 0(oommencins with SecSon 2296)N a real transaction, and indodes a
pe^^m ii^sed a^ mat ^tate broker under Chapter 3(commendng with SecSon 10130)of Part 1 of Dhrtoi4 ofthe Buslrtess and
1 ^ executed or an offer to purchase Is c^talned. (b)''Assodata Hcensee" means a person who Is
SSrSs
Vfommn^ r^i
Code and SiSt?rf
who is eithersalesp^on under
Ocensed under Ct^feror3has
a bn^er {commencing
entered intowith Secto
a wrttten 10130)with
con^ct of Part 1 of D{vidor>
a broker to act as4the
of the Businesa
brtAefa aomiiand
b
connet^on wim acts requiring a reai estate license and to fenctlon under the broker's supervlSn 1^^ aoent b
njjrtv by the b^erfor whom^
pa^ ^yorlicensee
the assodate or sellerfuncfions.
Who is not^c)a"Buyer"
prlncfeal.means
In a mal proper^ transaction,
a transferee that duty
in a real property Is equ'ivaienl
lfan$actlOh and toincludes
the dulya owed to that
^ mrough an agent,or who seeks the services of an agent in mom then a casual, transiti^. or
Sni eot^i^ mtp a ml property transaction."Buyer^ Includes vendee or lessee,(d)"Commensal mal property'
1^0) T^it m^lehomes,state, exceptinsingie-femily
as defined residential
Section 798.3. reel property,
or recreational dweSbg
vehicles, orOtsInmade
as defined suti^ect
SecUon to Chapter
798,29, 2(commencing
(e) "Dual agent" meanswthan Sei^
agent
2l? through an a^odateprobity
iicensee, as agent for fe<h die seller and the buyer In a real property tmnsaction.(f) ^Listing agmemenf
and an agent, by which the agent has beers authortzad to se jthe mal property or to find or obtain a
buyerJg) f wtso has ob^n^d a lisfing of real jnoperty to act as an agent for compens^on.(h) "Lfefing pHce"Is the
listing fof which the seller is wiliing to sen the real pn^rty through ^e listing agent,(f)"Offertng phce^ is
u offer to puri^ase forwttkdi the buyer Is wlilkig to buy the mal property, Q)-Offer to pischase" means a
^ buyer actiiy through a sailing agent that becomes the contractfor the sale of the real prop1y upon acceptance by the
SSfiJ. J prop^ m^ns anyproperty,
commercial estate specified by subdivision
any leasehi^d (1)orof
in these types (2)prttoedy
of Section 701 in property
exceeding thatduration,
one yearns consfitutes
andormobHehomes,
is Improved v^th
whenone to tour
offered
^ of(^
to^sale authority contained
property in whldiinanSection
agwt10131.6 of the
fe emr^oyed byBusiness andofPmfessiohs
one or m<e Code.
the rmncipals (1)"Beai
to act in thaipmperty
transaction,
f K" f b^se.(m) "Sell.""sale," or "sottf refers to a bansaction for the transfer of r^l property from the salier to toe
manirt ff ^Iwoen theofseller
creation and buyer,
a leasehold transactions
exceeding for toettoration.
one year's creation(n)
of "Seller"
a real property
means sales contractinwithin
the transferor a malthe
real property of^Ichhe r ormclud^ an owner
she is the ownerwho
fromlists reai prop^
an agent on b^lfwithofan agent,"Seifer"
another, whetherkicludes
or not aboth
tr^fer results,
a vwder andts-awho recisves
lessor, an offer
(a)"Seiilng to mirtaiase
agent* means
a listing who acts atone, w an agent who acts in cooperation a fisting agent, end who sens or ftods and obtatos a buyer the r^l prtmerty
or an 30^^ tocates property for a buyer or who finds a buyerfor a property for which no llstti^ exists and presents an ofifer to purchase to toe
r Subagent
1 of Title 8. However, means
^bagenra person
do^ to notwhom anan
Indude agent delates
associate agency
licensee whopowers as under
is acfing pmvided
toeinsitoervtsfen
Article 5(cmnmencmg
of an agent Inwith Section
a teal 2349)
property of Chapter
transaction,

specified m ^
Sst^on 2079.10, and.except as agents shallinprovide
provided toe seller
subdlviston and buyer
(c). shall obtaininaasigned
reai property transactionof
acknowledgement with a copy
receipt of the
from thatdisclositfe fotm
seller or buyer
axci^t as provid^ in this section or Section 2079,16,asfollows:(a)The listing agent,if any.shall pravlde the dlscfosum form to toe sdler prk^-to
snt^g into toe iisfing agrssmftot,(b)The selling agent shall pmvida the disciosure form to toe saW as isoon as pmcfic^ie pnw to pmsenttoa toe
{c)WlwefT
theoffer to ag^l
selling purchase,
doesunless toeoneefilng
not deal agent jM'eviously
a face^to^face ims^ded
basis veto the selfer
the seilar, vs^th a oopy
toe disdosure fmmof prepared
the disclosure
by toefomi pursuant
saillr^ agenttomay
subdiviskm (a) to
befuml^ed
^selfef(^d ^now^gement of receipt obtained for toe esiling agent inn toe selfer) by the liatii^ agent or toe selng agent may defiv- the
disdoi^re by c^tfij mall address^ to toe at his or her la^ known addims,towtoidh case no signed admowfedgmnent of receipt is
reqirif^,(d)^e selling agent shall provide the disdosure form to the buyer es soon as pracUcable prior to execution of toe buyer's offer to purchase,
except toat If toe offer to purchase is not pmpared by the selling agent,toe sdfing agent shall present the disctesure It^m te toe buyer not feter toan
the next business day after toe seifing agent receives the offer to purd^ase frdn the buyer.

2079,1$ ^ In any ckcumstance in which toe seller or buyer refuses to dgn an acknowledgementof recefot pursuant to Sedion 2079.14. the agent,or
associate licensee acting for an agent,shall set forth,s^n.and date a written rfeclarafitm Of toe facts of toe t^^i.
2079,10 Reproduced on Page 1 of this fomr,
201^,17 (a)As soon as practicabfe,the selling agent shall disdose to toe buyer and ^iler whether the sdltog agent is acfing in toe real property
excfodvety as toe buyer's agent, exclusively es toe sslfer's agent, or as a dual agent repres^ming boto toe bi^er and toe seHer. This
rafion8hip shall be o^nfinned in the contract to purttoase and s^ real property mr in a separate wrifing exeoited or aclmowfedged by toe seller,toe
l^r,and toe selling agent prior to or coinddent v^to execution of that contract by the buyer and toe seller, mspecdvely.(b)As soon as practicable,
toe listing agent shall disclose to the seller u^etoer the llsttog agent Is adSng In toe real property transaction exdustvdy as toe seller's ag^t or as a
dual agent representing both toe buyer and seller. This mmonmp shaii be confirmed In toe contract to purchase and sali real property or in a
separate writing executed or acknowisdged by ttie sefier and the fisting agent prior to or coinddenl with th execution of that contract by rhe $eer
(0)The confimiation required by subdtwslons(a)and(b)shafi be In the fdfowing form.
^ IS too Iqa rrt fdwdi;n) O the sorter exdusivdy.or Oboto toe buyer
- dt ommi *4 fic^cx one) O toe buyer tixcius^oiy. rw O ih iseiter ext^^iuveiy cr
IX Qbutotooteyeiml^ito0 "^
(d)The dfei^ssuies and conlkmalion required by thfe secfion shall be in addition to toe disdosure required by Section 2079,14^
2079,10 No seing agent In a reai property transaction may ad as an agentfor the buyer only, when the sefiing agent is also acting as toe ItSfing
apnt In toe transaction. ^
2078.19 The payment of comp^sefion or toe obligafion to pay cwnpensation to an agent by toe seller or buyer is ncrt necessarily determinative of a
pmUcular agem^ rdaUonsHip t^tween an agent and toe seller or bi^.A llsling agent and a sditog agent may agree to share any compensation or
commlssicm pmd, or arry right fo any compensahon or commfesfon for which an obllgatNm arises as toe result of a real estate Imnsaction, and the
terms of any such agreement ^all not necessarily be determinative of a pairtictfiar felafionship,
2079.20 Notofng In this artide prevents an agent from selecting, as a condltlcm of toe agent's employment, a spedfks fomi of agency i^Honshlp
not spedficafiy pfohlWted by tois articte If the requirements of Secfion 2079.14 and Secfion ^78,17 are compfied w4th.
2079.21 A dual agent shall rwrt discfose to the buyer toat the selier Is willing to sell the property at a price less than toe listing price, without toe
express WTfoen consent of the seller. A dual agent shafi not disclose to the seller that the buyer Is willing to pay a price greater than toe offering price,
vdthout toe express written ctmsenl of the buyer, Tliis section doce not niter in any way toe duty or responsibiilty of a dual agent to any princlpai wito
respetri to confrdenfialinfoifmatiort otoer than price.
2079.22 NbtoJng In tote artide pieduifos a iteting agent(mm also ceins a selling agent and toe comblnatkm of these foncfions in one agent does
m,of Itseif, make toat agent a dual agent
2078.23 (a) A contract belween the prindpa! and s^ent may Ite mocHfied or altered to rtoange toe agency relationship at any time l;^e toe
performance of the act which is the ot^of the agency wito the written consent ofthe parries to the agency relationship,
ib)A lender or an auction company rateined by a l^ider to control aspects of a transaction of real properly sul:^ te tols part, tociudmg
validating the sales price, shall not raquiie. as a contfitfen of recelvfeg toe lendto^s af^woval of toe transaction, the homeowner or fisting agisnt to d^end
or indemntof the iend^ or aucfion company from any fiabfilty ai^ed fo result from toe actions of the Imtder or auctom company. Any dau^. piov^kfe.
covwant,or agreement purporting to Impose an obligatfrm to defend or indemniiy a lender or an auction company in vidatfon of this subrtorision IS
against public policy, vdd,and unenfonteable.

PAGE 2OF 3

INtlTALS (WmS
miu.jUR COMMERCIM.REM.estate association F0R8S iMJ-WStse
^' "* asenls and teir assosiate
tSS moclate licensees, suissgents, and ^mpfejyees fmm liaNliiy fer dter abduct In
demnectlon vwth acts govemad lay tNs anNda Offor any breach ol a fiduciary dufy Of a duty of disd^um,
are uaiiiing wo moat^ 'SdUiremants
currentitmn: /yft Commercial Heal of law andSOO
EsiaW Aaeeciaigoii^ Indoslry naeds.
N Brand Shrd,fUvras wrttaGtendale^
Suite SOO, orsail toCAmake sore yoo
$1203.
TelefjHon No.{m)887-8777. Fax No:<213)687-^18.

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EXHIBIT B
NOTICE TO PAY RENT OR SURRENDER
POSSESSION OF THE PREMISES

TO: DIME RESEARCH DEVELOPMENT


AND ALL OTHER OCCUPANTS IN POSSESSION
(Including all unnamed persons,tenants, assignees,sub-tenants, occupants,
and others claiming a right to possession)ofthe Premises located at
5542 Research Drive
Huntington Beach,CA 92649

NOTICE IS HEREBY GIVEN that,within three(3)days after service on you ofthis


notice, you must pay Nancy Morrow,trustee ofthe Mary Ellen Morrow Living Trust(the
"Landlord")the estimated amount of rent now due and unpaid on the premises located at
5542 Research Drive, Huntington Beach, CA 92649 (the "Premises"), in the amount of
Seventeen Thousand Six Hundred Four Dollars($17,604.00)being the unpaid portion ofthe
rent from July 1,2017 through August 31,2017,or alternatively to surrender possession of
the Premises to the Landlord or her agents.
Your Account Summary is as follows:

Unpaid rent for the rental period from July 1,2017 through July 31,2017: $8,802.00
Unpaid rent for the rental period firom Aug. 1,2017 through Aug.31,2017: $8,802.00

ESTIMATED AMOUNT DUE: $17,604.00

Acceptance of partial rent payment does not constitute a waiver of any rights, including
landlord's right to recover possession ofthe Premises.
THE PAYMENT MUST BE MADE TO Nancy Morrow, or her agents, 2215
Dollarhide Way,Ashland,OR 87520,telephone(530)276-3022,and may be made in person
on Monday through Friday during normal business hours(9:00 a.m. to 12 noon; 1:00 p.m.
to 5:00 p.m.).
Your failure to pay the amount demanded,or to deliver possession ofthe Premises
within three (3) days, will eause the Landlord to initiate legal proeeedings against you to
deelare a forfeiture of your rental agreement, to recover possession ofthe Premises, and to
seek a money judgment for the rent owed through the expiration date of this Notice, with
damages for each day ofoccupancy after that date. Such ajudgment against you may include
attorney fees,court costs,and statutory damages award of$600 in accordance with California
law. If you fail to fulfill the terms of your credit obligations, a negative credit report may be
submitted to a credit reporting agency. This Notice to Pay Rent or Quit supersedes all
previous Notices to Pay Rent or Quit, if any.
FURTHER NOTICE IS GIVEN that the Landlord elects to declare the forfeiture

of the rental agreement under which you hold possession of the Premises, if you fail to pay
the amount of rent demanded above within the three-day period or fail to surrender
possession of the Premises within the three-day period.
FURTHER NOTICE IS GIVEN that acceptance of any partial rent payment after
service ofthis Notice does not constitute a waiver ofany ofLandlord's rights, including any
right the Landlord may have to recover possession ofthe Premises.
FURTHER NOTICE IS GIVEN that this Notice to Pay Rent or Surrender
Possession of the Premises is being served along with a Termination Notice. Thus, even if
you perform as indicated above, the terms of the Termination Notice will terminate the
tenancy within 30 days of service. You may elect to terminate the tenancy at any time.
FURTHER NOTICE IS GIVEN that this Notice supereedes all prior notice(s)
terminating your tenancy, if any, which may previously have been served on you.

Dated; August 2017

4y
r

DANIEL S MEHR,esq.
Attorney for Landlord
TERMINATION NOTICE

TO: DIME RESEARCH DEVELOPMENT


AND ALL OTHER OCCUPANTS IN POSSESSION
(Including all unnamed persons,tenants, assignees, sub-tenants,
occnpants, and others claiming a right to possession)of the Premises
located at
5542 Research Drive
Huntington Beach,CA 92649

NOTICE IS HEREBY GIVEN that your tenancy of the Premises located at 5542
Research Drive, Hnntington Beach, CA 92649 is terminated as of thirty (30) days after
service of this Notice upon you in accordance with the provisions of Section 1162 of the
California Code of Civil Procedure. This Notice is intended as a thirty (30) day legal
notice for the purpose of terminating your tenancy in accordance with California Civil
Code 1946 or 1946.1. Within thirty (30) days after service of this notice, you must
surrender possession ofthe Premises to the undersigned Landlord.
The reasons for termination of your lease and the relevant provisions of the lease
supporting such termination are as follows:
Material noncompliance with the terms of your lease and other good cause in that
you have repeatedly failed to replenish the security deposit after demand was made on
you in violation ofthe Lease paragraphs 4.2 and 5. Separate demands dated May 19, 2017
and August 3, 2017 were made on you to replenish the Security Deposit. You failed to
replenish the security deposit within 10 days of the demand as required by the Lease,
paragraph 5. This default is not correctable.
UNDER CALIFORNIA LAW,you have a right to request that the undersigned
or his agent make an initial inspection of the Premises to determine its condition before
you vacate, and you have the right to be present during the inspection. The purpose ofthe
inspection is to allow you an opportunity to remedy identified deficiencies or damage to
the Premises, if any, caused by you. If you wish to have such an inspection please
contact the Landlord as soon as possible at the address and telephone number listed

1
below. If you request an inspeetion, you will be given forty-eight (48) hours' advance
notice of the inspection, but you may waive in writing the required forty-eight(48) hours'
notice and have the inspeetion done sooner.
CALIFORNIA STATE LAW PERMITS, former tenants to reclaim abandoned
personal property left at the former address of the tenant, subject to certain conditions.
You may or may not be able to reclaim property without incurring additional costs,
depending on the cost of storing the property and the length oftime before it is reclaimed.
In general, these costs will be lower the sooner you contact your former Landlord after
being notified that property belonging to you was left behind after you moved out.
IF YOU FAIL TO DELIVER up possession of the Premises within the thirty
(30) days period, the undersigned will initiate legal proceedings against you to recover
possession of the premises, to declare the forfeiture of the rental agreement under which
you hold possession of the Premises, and to seek judgment for damages for each day of
occupancy after that date, treble damages and costs, and attorney's fees, if applicable.
FURTHER NOTICE IS GIVEN that with this Termination Notice is being
served along with a Notice to Pay Rent or Surrender Possession of the Premises. Thus,
even if you pay all monies due as set forth in the Notice to Pay Rent or Surrender
Possession of the Premises, the terms of this Termination Notice will terminate the
tenancy within thirty (30) days of service. You may elect to terminate the tenancy at any
time.

YOU ARE REQUIRED to remove from the Premises and to deliver up


possession of the Premises to the undersigned, your lessor, or to the authorized agent of
the undersigned, on or before expiration ofthe above-mentioned thirty(30) days period.

Date: August 2017

DANIEL S\MEHR,esq.
Attorney for Landlord
For CourtUse Onl/
ATTORNEV OR PARTY WITHOUT ATTORNEYfAtomftStateBar number,andaddress):
Reese.Smalley.WIsecnan &Schweitzer
DANIELS. MEHR,SBN:.289520
1265 Mills St/
Redding CA 9^01
TELEPHONE NO.: (530)241-1611 FAXNO.(C^tfonff8 (530)241-5106
E-MAIL ADDRESS Optional
ATTORNEY FOR(ome) NANCY ELUEN MORROW.TRUSTEE OF THE MARY ELLEN MORROW UVING
TRUST
SUPERIOR COURTOFCALIFORNIA COUNTY OF
STREET ADDRESS!
MAIUKG ADDRESS:
CITYAND ZIP CODE
BRANCH NAME
CASE NUMBER:
PlAINTIFF/PETinoNER: NANCY ELLEN MORROW.TRUSTEE OF THE MARY ELLEN MORROW
UVING TRUST
DEFENDANT/RESPONDENT: DIME RESEARCH DEVELOPMENT,et. al.
Invoice Number:
PROOF OFSERVICE CCP S1162(b) Client Number: .018978 /171157

1. Atthe time ofservice I was at least 18 years of age and not a party to this action,I served copies of(specter documents):
Notice to Pay Rent or surrender Possession ofthe Premises; Termination Notice
2. Paityts)served: DIME RESEARCH DEVELOPMENT AND ALL OTHER OCCUPANTS IN POSSESSION
3. Person served(other than the party(s)In Item 2):

4. On(date):Aug24.2017at(tlme): 1:24pmPOT
Address was senred at:5542 Research Drive,Huntlngton Beach CA 92649
5.1 seived the party(s)named In Item 2 by:

PERSONALSERVICE personally delivering a copy to the party(s)In Item 2 pursuant to CCP 51162{bX1),
SUBSTITUTED SERVICE If the party(s)In Item 2 Is/are not at the commercial address during the time ofservice, by leaving a v*rtth
the person served In Item 3,whom Is ofsuitable age and discretion at the business and sending a copy through
the USPS mall (First Qass Postage Paid)addressed to the tenant at the place where the property Is located
from(City and State): pursuant to CCP S1162(b)(2).

m POSTING Only after maWng a due and diligent attempt to personally serve the above-referenced docurnents on the
tenant,and finding no person ofsuitable age or discretion at the premises on the date set fc^h ab^i affixed
a copy ofthe above-referenced documents in a conspicuous place on the property,and also sent a copy tlvough
the USPS mall(First dass Postage Paid)addressed to the tenant at the place where the property Is located
(Tom(dty and State): Los Angeles,CA pursuant to CCP 51162(b)(3).
6. Person who served*papers:
e. i am:
a. Name: Jorge Sllva
(3). Registered Callfbmja process server
b Address OnDemand Legal, Inc. 901 F Street Suite 110
Sacramento, CA 95814
c Telephone Number 916-329-8630 (SXiI) Registration Nunrj )en 6663
County of: Los Angeles
d. The fee fbr Service was:

1 declare under penalty of perjury under the laws of the State of California that the foregolngjpnw.4nd corre(

Date: August 28,2017

Jorge SIKp
(SiGNi jKjRE)
(TYPE OR PRINT NAME OF DECLARANT)

PROOF OF SERVICE CCP S 1162(B)


Form Approved for Optional Use
ludldat Council orCaflfornla