Lulu's Fashion Lounge 10Q 2022 Q1 Quarterly report | LVLU Filing

Exhibit 10.9

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 1 of 19 1. Basic Provisions ("Basic Provisions") .. 1.1 Pares. This Lease (" Lease "), dated for reference purposes only September 3 , 2021 , is m ade by and between Adaya Slover Holdings, LLC, a Delaware limited liability company (" Lessor ") and Lulu's Fashion Lounge, LLC , a Delaware limited liability company (" Lessee "), (collecvely the " Pares ", or individually a " Party ") .. 1.2(a) Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, unit/suite, city, state, zip) : 3951 E .. Earlstone Street, Ontario CA 91 761 (" Premises ") .. The Premises are located in the County of San Bernardino , and are generally described as (describe brieﬂy the n ature of the Premises and the "Project") : An approximate 140 , 400 square foot free standing industrial building within an approximate 550 , 754 square foot project .. In addion to Lessee's rights to use and occupy the Premises as he reinaer speciﬁed, Lessee shall have non - exclusive rights to any ulity raceways of the building containing the Premises ( "Building ") and to the Common Areas (as deﬁned in Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein c ollecvely referred to as the " Project .. " (See also Paragraph 2) 1.2(b) Parking: 105 unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: seven ( 7 ) years and two ( 2 ) months (" Original Term ") commencing December 1 , 20 21 (" Commencement Date ") and ending January 31 , 2029 (" Expiraon Date ") .. (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have non - exclusive possession of the Premises commencing 11 / 1 / 21 (" Early Possession Date ") .. (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $ 161 , 460.00 per month (" Base Rent "), payable on the first ( 1 st) day of each month commencing December 1 , 2021 .. (See also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 50 .. 1.6 Lessee's Share of Common Area Operang Expenses: twenty five point four nine percent ( 25. 49 %) (" Lessee's Share ") .. In the event that the size of the Premises and/or the Project are modiﬁed during the term of this L ease, Lessor shall recalculate Lessee's Share to reﬂect such modiﬁcaon. 1.7 Base Rent and Other Monies Paid Upon Execuon: 1.8 Agreed Use : Warehousing and distribution of consumer goods, general business offices, sales, training, and any other lawful permitted use incidental thereto .. (See also Paragraph 6) 1.9 Insuring Party. Lessor is the " Insuring Party ". (See also Paragraph 8) 1.10 Real Estate Brokers. (See also Paragraphs 15 and 25) agency relaonships in this Lease with the following real estate brokers (" Broker(s) ") and/or th eir agents ("Agent(s)") : Lessor's Brokerage Firm Cushman & Wakefield/Meridian Group, Ltd .. License No. 00616335 Is the broker of (check one) : the Lessor; or both the Lessee and Lessor (dual agent) .. Lessor's Agent Chuck Beldon/Kyle Kehner, Amr Tannir License No. 00844840 / 01239566 / 01007962 is (check one) : the Lessor's Agent (salesperson or broker associate); or both the Lessee's Agent an d the Lessor's Agent (dual agent) .. Lessee's Brokerage Firm Savills License No. 00388260 Is the broker of (check one) : the Lesse e; or both the Lessee and Lessor (dual agent) .. Lessee's Agent Steve Walbridge/Matt Brainard License No. 00821038 / 01267600 is (check one) : t he Lessee's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual a gent) .. separate wrien agreement (or if there is no such agreement, the sum of N/A or N/A % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.11 Guarantor. The obligaons of the Lessee under this Lease are to be guaranteed by Lulu's Fash ion Lounge Holdings, Inc, a Delaware Corporation (" Guarantor ") .. (See also Paragraph 37) See Guarantee of Lease 1.12 Aachments. Aached hereto are the following, all of which constute a part of this Lease: an Addendum consisng of Paragraphs 50 through 58 ; a site plan depicng the Premises; STANDARD INDUSTRIAL/COMMERCIAL MULTI - TENANT LEASE - NET (a) Base Rent: $ 161 , 460.00 for the period 12 / 1 / 21 - 12 / 31 / 21 .. (b) Common Area Operang Expenses: The current esmate for the period 12 / 1 / 21 - 12 / 31 / 21 is $ 18 , 489.29 .. (c) Security Deposit: $ 424 , 940.69 (" Security Deposit ") .. (See also Paragraph 5) (d) Other: N/A for N/A .. (e) Total Due Upon Execuon of this Lease: $ 604 , 889.98 .. (a) Representaon : Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Re laonship, conﬁrms and consents to the following (b) Payment to Brokers. Upon execuon and delivery of this Lease by both Pares, Lessor shall p ay to the Brokers the brokerage fee agreed to in a DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 2 of 19 a site plan depicng the Project; a current set of the Rules and Regulaons for the Project; a current set of the Rules and Regulaons adopted by the owners' associaon; a Work Leer; other (specify) : .. 2. Premises. 2.1 Leng .. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and condions set forth in this Lease. While the approximate square footage of the Premi ses may have been used in the markeng of the Premises for purposes of comparison, the Base Rent stated herein is NOT ed to square footage and is not subjec t to adjustment should the actual size be determined to be diﬀerent. NOTE: Lessee is advised to verify the actual size prior to execung this Lease. 2.2 Condion .. Lessor shall deliver that poron of the Premises contained within the Building (" U nit ") to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever ﬁrst occurs (" Start Date "), and, so l ong as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in eﬀect within thirty days following the Start Date, warrants th at the exisng electrical, plumbing, ﬁre sprinkler, lighng, heang, venlang and air condioning systems (" HVAC "), loading doors, sump pumps, if any, and all o ther such elements in the Unit, other than those constructed by Lessee, shall be in good operang condion on said date, that the structural elements of the roof, beari ng walls and foundaon of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi deﬁned as toxic under appl icable state or federal law. If a non - compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfuncon or f ail within the appropriate warranty period, Lessor shall, as Lessor's sole obligaon with respect to such maer, except as otherwise provided in this Lease, promptly aer receipt of wrien noce from Lessee seng forth with speciﬁcity the nature and extent of such non - compliance, malfuncon or failure, recfy same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required noce within the appropriate warranty period, correcon of any such non - compliance, malfuncon or failure sha ll be the obligaon of Lessee at Lessee's sole cost and expense (except for the repairs to the ﬁre sprinkler systems, roof, foundaons, and/or bearing walls - see Paragraph 7) .. Lessor also warrants, that unless otherwise speciﬁed in wring, Lessor is unaware of (i) any recorded Noces of Default aﬀecng the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding aﬀecng the Premises. 2.3 Compliance .. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restricons of record, regulaons, and ordinances (" Applicable Requirements ") tha t were in eﬀect at the me that each improvement, or poron thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Pre mises, modiﬁcaons which may be required by the Americans with Disabilies Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alt eraons or Ulity Installaons (as deﬁned in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requi rements, and especially the zoning are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. I f the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly aer receipt of wrien noce from Lessee seng forth wi th speciﬁcity the nature and extent of such non - compliance, recfy the same at Lessor's expense. If Lessee does not give Lessor wrien noce of a non - compliance wit h this warranty within 6 months following the Start Date, correcon of that non - compliance shall be the obligaon of Lessee at Lessee's sole cost and expens e. If the Applicable Requirements are hereaer changed so as to require during the term of this Lease the construcon of an addion to or an alteraon of the Uni t, Premises and/or Building, the remediaon of any Hazardous Substance, or the reinforcement or other physical modiﬁcaon of the Unit, Premises and/or Buildi ng (" Capital Expenditure "), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of t he speciﬁc and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor noﬁes Lessee, in wring, within 10 days aer receipt of Lessee's terminaon noce that Lessor has elected to pay the diﬀe rence between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects terminaon, Lessee shall immediately cease the use of the Pre mises which requires such Capital Expenditure and deliver to Lessor wrien noce specifying a terminaon date at least 90 days thereaer. Such terminaon date sha ll, however, in no event be earlier than the last day that Lessee could legally ulize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the speciﬁc and unique use of the Premises by Lessee (such as, governmentally mandated seismic modiﬁcaons), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligat ed to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144 th of the poron of such costs reasonably aributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligaon at any me. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its sha re thereof, Lessor shall have the opon to terminate this Lease upon 90 days prior wrien noce to Lessee unless Lessee noﬁes Lessor, in wring, within 10 days a er receipt of Lessor's terminaon noce that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any s uch Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent unl Lessor's share of such costs have been fully paid. If Lessee is unable to ﬁnance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not suﬃcient to fully reimburse Lessee on an oﬀset basis, Lessee shall have the right to terminate this Lease upon 30 days wrien noce to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to appl y only to non - voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modiﬁcaon to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements .. Lessee acknowledges that: (a) it has been given an opportunity to inspect a nd measure the Premises; (b) it has been advised by Lessor and/or Brokers to sasfy itself with respect to the size and condion of the Premises (incl uding but not limited to the electrical, HVAC and ﬁre sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Ame ricans with Disabilies Act), and their suitability for Lessee's intended use; (c) Lessee has made such invesgaon as it deems necessary with reference to such m aers and assumes all responsibility therefor as the same relate to its occupancy of the Premises; (d) it is not relying on any representaon as to the size of the Premises made by Brokers or Lessor; (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein; and (f) neither Lessor, Lessor's agents, nor Brokers have made DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 3 of 19 any oral or wrien representaons or warranes with respect to said maers other than as set for th in this Lease. In addion, Lessor acknowledges that: (i) Brokers have made no representaons, promises or warranes concerning Lessee's ability to honor the Lease or suitability to occupy the Premises and (ii) it is Lessor's sole responsibility to invesgate the ﬁnancial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant .. The warranes made by Lessor in Paragraph 2 shall be of no for ce or eﬀect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any nece ssary correcve work. 2.6 Vehicle Parking .. Lessee shall be entled to use the number of Parking Spaces speciﬁed in Para graph 1.2(b) on those porons of the Common Areas designated from me to me by Lessor for parking. Lessee shall not use more parking spaces than s aid number. Said parking spaces shall be used for parking by vehicles no larger than full - size passenger automobiles or pick - up trucks, herein called " Permied Size Vehicles .. " Lessor may regulate the loading and unloading of vehicles by adopng Rules and Regulaons as provided in Paragraph 2.9. No vehicles other than Per mied Size Vehicles may be parked in the Common Area without the prior wrien permission of Lessor. In addion: (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Les see's employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such acvies. (b) Lessee shall not service or store any vehicles in the Common Areas. (c) If Lessee permits or allows any of the prohibited acvies described in this Paragraph 2.6, then Lessor shall have the right, without noce, in addion to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. (d ) T his a three ( 3 ) building campus, so the parking is not considered exclusive but all of the parking associated with the building is the Lessee' s to use .. 2.7 Common Areas - Deﬁnion .. The term " Common Areas " is deﬁned as all areas and facilies outs ide the Premises and within the exterior boundary line of the Project and interior ulity raceways and installaons within the Unit that are provided and de signated by the Lessor from me to me for the general non - exclusive use of Lessor, Lessee and other tenants of the Project and their respecve employees , suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights .. Lessor grants to Lessee, for the beneﬁt of Lessee and its em ployees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non - exclusive right to use, in common with others en tled to such use, the Common Areas as they exist from me to me, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under t he terms of any rules and regulaons or restricons governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas b e deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permied only by the prior wrien consent of Lessor or Lessor's designated agent, which consent may be revoked at any me. In the event that any unauthorized storage shall occur, then Lessor sh all have the right, without noce, in addion to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost sh all be immediately payable upon demand by Lessor. 2.9 Common Areas - Rules and Regulaons .. Lessor or such other person(s) as Lessor may appoint sh all have the exclusive control and management of the Common Areas and shall have the right, from me to me, to establish, modify, amend and enforc e reasonable rules and regulaons (" Rules and Regulaons ") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehic les and the preservaon of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulaons, and shall use its best eﬀorts to cause its employees, suppliers, shippers, customers, contractors and inv itees to so abide and conform. Lessor shall not be responsible to Lessee for the non - compliance with said Rules and Regulaons by other tenants of the Project. 2.10 Common Areas - Changes .. Lessor shall have the right, in Lessor's sole discreon, from me to me: (a) To make changes to the Common Areas, including, without limitaon, changes in the locaon, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direcon of traﬃ c, landscaped areas, walkways and ulity raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable acc ess to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add addional buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making addional improvements, repairs or alteraon s to the Project, or any poron thereof; and (f) To do and perform such other acts and make such other changes in, to or with respect to the Co mmon Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 3. Term. 3.1 Term .. The Commencement Date, Expiraon Date and Original Term of this Lease are as speciﬁed in Paragraph 1.3. 3.2 Early Possession .. Any provision herein granng Lessee Early Possession of the Premises is subj ect to and condioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a no n - exclusive right to occupy the Premises. If Lessee totally or parally occupies the Premises prior to the Commencement Date, the obligaon to pay Base Rent sha ll be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligaons to pay Lessee's Share of Common A rea Operang Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in eﬀect during such period. Any such Early Posse ssion shall not aﬀect the Expiraon Date. 3.3 Delay In Possession .. Lessor agrees to use commercially reasonable eﬀorts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said eﬀorts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure aﬀect the validity of this Lease or change the Expiraon Date. Lessee shall not, however , be obligated to pay Rent or perform its other obligaons unl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise hav e enjoyed shall run from the date of delivery of possession and connue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days aer the Commencement Date, as the same may be extended under the terms of any Work Leer executed by Pares, Lessee may, at its opon, by noce in wring within 10 days aer the end of such 60 day period, cancel this Lease, in which event the Pares shall be discharged from all obligaons hereunder. If such wrien noce is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days aer the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in wring. 3.4 Lessee Compliance .. Lessor shall not be required to tender possession of the Premises to Lessee unl Lessee complies with its obligaon to provide evidence of insurance (Paragraph 8.5) .. Pending delivery of such evidence, Lessee shall be requir ed to perform all of its obligaons under this Lease from and aer the Start Date, including the payment of Rent, notwithstanding Lessor's elecon to withhold possessio n pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other condions prior to or concurrent with the Start Date, the Start D ate shall occur but Lessor may elect to withhold possession unl such condions are sasﬁed. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 4 of 19 4. Rent. 4.1. Rent Deﬁned .. All monetary obligaons of Lessee to Lessor under the terms of this Lease (exc ept for the Security Deposit) are deemed to be rent (" Rent ") .. 4.2 Common Area Operang Expenses .. Lessee shall pay to Lessor during the term hereof, in addion to the Base Rent, Lessee's Share (as speciﬁed in Paragraph 1.6) of all Common Area Operang Expenses, as hereinaer deﬁned, during each calenda r year of the term of this Lease, in accordance with the following provisions: (a) " Common Area Operang Expenses " are deﬁned, for purposes of this Lease, as all costs rela ng to the ownership and operaon of the Project, including, but not limited to, the following: (i) The operaon, repair and maintenance, in neat, clean, good order and condion, and if ne cessary the replacement, of the following: (aa) The Common Areas and Common Area improvements, including parking areas, loading and unloadin g areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigaon systems, Common Area ligh ng facilies, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any ﬁre sprinkler systems. (dd) All other areas and improvements that are within the exterior boundaries of the Project but ou tside of the Premises and/or any other space occupied by a tenant. (ii) The cost of water, gas, electricity and telephone to service the Common Areas and any uli es not separately metered. (iii) The cost of trash disposal, pest control services, property management, security services, owners' associaon dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental inspecons. (iv) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (v) Real Property Taxes (as deﬁned in Paragraph 10) .. (vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii) Any deducble poron of an insured loss concerning the Building or the Common Areas. (viii) Auditors', accountants' and aorneys' fees and costs related to the operaon, maintenanc e, repair and replacement of the Project. (ix) The cost of any capital improvement to the Building or the Project not covered under the provi sions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shal l not be required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month. Lessee shall pay Interest on the unamorz ed balance but may prepay its obligaon at any me. (x) The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operang Expense. (b) Any Common Area Operang Expenses and Real Property Taxes that are speciﬁcally aributable t o the Unit, the Building or to any other building in the Project or to the operaon, repair and maintenance thereof, shall be allocated enrely to su ch Unit, Building, or other building. However, any Common Area Operang Expenses and Real Property Taxes that are not speciﬁcally aributable to the Building or to any other building or to the operaon, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (c) The inclusion of the improvements, facilies and services set forth in Subparagraph 4.2(a) s hall not be deemed to impose an obligaon upon Lessor to either have said improvements or facilies or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Operang Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor's esmate of the annual Common Area Operang Expenses. Within 6 0 days aer wrien request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operang Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such ov er - payment against Lessee's future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of t he deﬁciency within 10 days aer delivery by Lessor to Lessee of the statement. (e) Common Area Operang Expenses shall not include any expenses paid by any tenant directly to th ird pares, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. (f) (i) Lessor shall not include in common area operating expenses any expenses and/or charges which do not directly relate to the operation, maintenance and management of the Premises, the Common Areas and the Common Area Improvements .. (i .. e .. , operating expenses which, in accordance with generally accepted accounting principles, consistently applied, would not normally be treated as operating expenses by comparative landlords in comparative buildings .. ) (ii) (ii) Lessee acknowledges that property taxes, insurance, water and refuse service are billed to the Common Areas and Lessee pays its pro rata share of the same .. Electrical service is separately metered and paid directly by each tenant to the utility .. (g) The property management fee shall be 3 % of gross revenue for the proj ect during the initial term of the lease .. 4.3 Payment .. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the Uni ted States, without oﬀset or deducon (except as speciﬁcally permied in this Lease), on or before the day on which it is due. All monetary amoun ts shall be rounded to the nearest whole dollar. In the event that any statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month sh all be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other person s or place as Lessor may from me to me designate in wring. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rig hts to the balance of such Rent, regardless of Lessor's endorsement of any check so stang. In the event that any check, dra, or other instrument of p ayment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $ 25 in addion to any Late Charge to compensate Lessor f or addional me and expenses incurred in handling the dishonored payment and Lessor, at its opon, may require all future Rent be paid by cashier's che ck. Payments will be applied ﬁrst to accrued late charges and DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 5 of 19 aorney's fees, second to accrued interest, then to Base Rent and Common Area Operang Expenses, and any remaining amount to any other outstanding charges or costs. 5. Security Deposit. Lessee shall deposit with Lessor upon execuon hereof the Security Deposit a s security for Lessee's faithful performance of its obligaons under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any poron of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to re imburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suﬀer or incur by reason thereof. If Lessor uses or applies all or any por on of the Security Deposit, Lessee shall within 10 days aer wrien request therefor deposit monies with Lessor suﬃcient to restore said Security Deposit to t he full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon wrien request from Lessor, deposit addional monies with Lessor so that the total amount of the Security Deposit shall at all mes bear the same proporon to the increased Base Rent as the inial Security Depos it bore to the inial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee , Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and te ar that the Premises may suﬀer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the ﬁnancial condion of Less ee is, in Lessor's reasonable judgment, signiﬁcantly reduced, Lessee shall deposit such addional monies with Lessor as shall be suﬃcient to cause the Security Deposi t to be at a commercially reasonable level based on such change in ﬁnancial condion. Lessor shall not be required to keep the Security Deposit separate from its ge neral accounts. Within 90 days aer the expiraon or terminaon of this Lease, Lessor shall return that poron of the Security Deposit not used or applied by Lessor. Lessor shall upon wrien request provide Lessee with an accounng showing how that poron of the Security Deposit that was not returned was applied. No part of the Security Deposit shall bear interest or be considered prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LES SEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use .. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, crea tes damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properes. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, ﬁsh, or reples. Lessor shall not unreasonably withhold or delay its consent to any wri en request for a modiﬁcaon of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not signiﬁcantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days aer such request give wrien noﬁcaon of same, which noce shall include an explanaon of Lessor's objecons to the change in the Agreed Use. 6.2 Hazardous Substances .. (a) Reportable Uses Require Consent .. The term " Hazardous Substance " as used in this Lease shall me an any product, substance, or waste whose presence, use, manufacture, disposal, transportaon, or release, either by itself or in combi naon with other materials expected to be on the Premises, is either: (i) potenally injurious to the public health, safety or welfare, the environment or the Premises, ( ii) regulated or monitored by any governmental authority, or (iii) a basis for potenal liability of Lessor to any governmental agency or third party under any applicable sta tute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by - prod ucts or fracons thereof. Lessee shall not engage in any acvity in or on the Premises which constutes a Reportable Use of Hazardous Substances without the express prior wrien consent of Lessor and mely compliance (at Lessee's expense) with all Applicable Requirements. " Reportable Use " shall mean (i) the installaon or us e of any above or below ground storage tank, (ii) the generaon, possession, storage, use, transportaon, or disposal of a Hazardous Substance that requires a p ermit from, or with respect to which a report, noce, registraon or business plan is required to be ﬁled with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a noce be given to persons entering or occupying the Premise s or neighboring properes. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal cou rse of the Agreed Use, ordinary oﬃce supplies (copier toner, liquid paper, glue, etc. ) and common household cleaning materials, so long as such use is in co mpliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contaminaon or dama ge or expose Lessor to any liability therefor. In addion, Lessor may condion its consent to any Reportable Use upon receiving such addional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contaminaon, injury and/or liability, inclu ding, but not limited to, the installaon (and removal on or before Lease expiraon or terminaon) of protecve modiﬁcaons (such as concrete encasements) and/o r increasing the Security Deposit. (b) Duty to Inform Lessor .. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give wrien noce of such fact to Lessor, and provide Lessor with a copy of any report, noce, claim or other documentaon which it has concerning the presence of s uch Hazardous Substance. (c) Lessee Remediaon .. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense , comply with all Applicable Requirements and take all invesgatory and/or remedial acon reasonably recommended, whether or not formally ordered or required, for th e cleanup of any contaminaon of, and for the maintenance, security and/or monitoring of the Premises or neighboring properes, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemniﬁcaon .. Lessee shall indemnify, defend and hold Lessor, its agents, employe es, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilies, judgments, claims, expenses, pen ales, and aorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, howe ver, that Lessee shall have no liability under this Lease with respect to underground migraon of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee) .. Lessee's obligaons shall include, but not be limited to, the eﬀects of any contaminaon or injury to pe rson, property or the environment created or suﬀered by Lessee, and the cost of invesgaon, removal, remediaon, restoraon and/or abatement, and shall survive the expiraon or terminaon of this Lease. No terminaon, cancellaon or release agreement entered into by Lessor and Lessee shall release Lessee from its ob ligaons under this Lease with respect to Hazardous Substances, unless speciﬁcally so agreed by Lessor in wring at the me of such agreement. (e) Lessor Indemniﬁcaon .. Except as otherwise provided in paragraph 8.7, Lessor and its success ors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damage s, including the cost of remediaon, which are suﬀered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligaons, as and when required by the Applicable Requirements, s hall include, but not be limited to, the cost of invesgaon, removal, remediaon, restoraon and/or abatement, and shall survive the expiraon or termina on of this Lease. (f) Invesgaons and Remediaons .. Lessor shall retain the responsibility and pay for any inves gaons or remediaon measures required by governmental enes having jurisdicon with respect to the existence of Hazardous Substances on t he Premises prior to the Lessee taking possession, unless such remediaon measure is required as a result of Lessee's use (including "Alteraons", as deﬁned i n paragraph 7.3(a) below) of the Premises, in which event Lessee shall DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 6 of 19 be responsible for such payment. Lessee shall cooperate fully in any such acvies at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable mes in order to carry out Lessor's invesgave a nd remedial responsibilies. (g) Lessor Terminaon Opon .. If a Hazardous Substance Condion (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the invesgaon and remediaon thereof req uired by the Applicable Requirements and this Lease shall connue in full force and eﬀect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's opon, either (i) invesgate and remediate such Hazardous Substance Condion, if required, as soon as reasonably possible at Lessor's expense, i n which event this Lease shall connue in full force and eﬀect, or (ii) if the esmated cost to remediate such condion exceeds 12 mes the then monthly Base Rent or $ 100, 000, whichever is greater, give wrien noce to Lessee, within 30 days aer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condion , of Lessor's desire to terminate this Lease as of the date 60 days following the date of such noce. In the event Lessor elects to give a terminaon noce, L essee may, within 10 days thereaer, give wrien noce to Lessor of Lessee's commitment to pay the amount by which the cost of the remediaon of such Hazardous Substan ce Condion exceeds an amount equal to 12 mes the then monthly Base Rent or $ 100, 000, whichever is greater. Lessee shall provide Lessor with said funds or sasfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall connue in full force and eﬀect, and Lessor shall p roceed to make such remediaon as soon as reasonably possible aer the required funds are available. If Lessee does not give such noce and provide the required fund s or assurance thereof within the me provided, this Lease shall terminate as of the date speciﬁed in Lessor's noce of terminaon. (h) To the best of the Le ssor 's knowledge no hazardous materials exist on the pr emises/ project .. (i) The Lessee will provide a Material Safety Data (MSD) s heet for the hazardous materials to be stored on the premises/project .. 6.3 Lessee's Compliance with Applicable Requirements .. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a mely manner, materially comply with all Applicable Requirements, the requirements of any ap plicable ﬁre insurance underwriter or rang bureau, and the recommendaons of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whether said Applicable Requirements are now in eﬀect or become eﬀecve aer the Start Date. Lessee shall, within 10 days aer receipt of Lessor's wrien request, provide Lessor with copies of all permits and other documents, and other informaon evidencing Lessee's compliance with any Applicable Requi rements speciﬁed by Lessor, and shall immediately upon receipt, nofy Lessor in wring (with copies of any documents involved) of any threatened or ac tual claim, noce, citaon, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Like wise, Lessee shall immediately give wrien noce to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condion c onducive to the producon of mold; or (ii) any musness or other odors that might indicate the presence of mold in the Premises. 6.4 Inspecon; Compliance .. Lessor and Lessor's " Lender " (as deﬁned in Paragraph 30) and consult ants authorized by Lessor shall have the right to enter into Premises at any me in the case of an emergency, and otherwise at reasonable mes aer reasonabl e noce, for the purpose of inspecng and/or tesng the condion of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of an y such inspecons shall be paid by Lessor, unless a violaon of Applicable Requirements, or a Hazardous Substance Condion (see Paragraph 9.1(e)) is found to ex ist or be imminent, or the inspecon is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of s uch inspecon, so long as such inspecon is reasonably related to the violaon or contaminaon. In addion, Lessee shall provide copies of all relevant material safety data sheets ( MSDS ) to Lessor within 10 days of the receipt of wrien request therefor. Lessee acknowledges that any failure on its part to allow such inspecon s or tesng will expose Lessor to risks and potenally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diﬃcult to a scertain. Accordingly, should the Lessee fail to allow such inspecons and/or tesng in a mely fashion the Base Rent shall be automacally increased, without any requ irement for noce to Lessee, by an amount equal to 10% of the then exisng Base Rent or $ 100, whichever is greater for the remainder to the Lease. The Pares agree that such increase in Base Rent represents fair and reasonable compensaon for the addional risk/costs that Lessor will incur by reason of Lessee's failure to a llow such inspecon and/or tesng. Such increase in Base Rent shall in no event constute a waiver of Lessee's Default or Breach with respect to such failure nor preve nt the exercise of any of the other rights and remedies granted hereunder. 7. Maintenance; Repairs; Ulity Installaons; Trade Fixtures and Alteraons. 7.1 Lessee's Obligaons .. (a) In General .. Subject to the provisions of Paragraph 2.2 (Condion), 2.3 (Compliance), 6.3 (L essee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligaons), 9 (Damage or Destrucon), and 14 (Condemnaon), Lessee shall, at Les see's sole expense, keep the Premises, Ulity Installaons (intended for Lessee's exclusive use, no maer where located), and Alteraons in good order, condion and re pair (whether or not the poron of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or no t the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such poron of the Premises), including, but not limited t o, all equipment or facilies, such as plumbing, HVAC equipment, electrical, lighng facilies, boilers, pressure vessels, ﬁxtures, interior walls, interior surfaces of exterior walls, ceilings, ﬂoors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condion and repair, shall exercise and perform good maintenance pracces, speciﬁcally including the procurement and m aintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligaons shall include restoraons, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condion and state of repair. (b) Service Contracts .. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, and (iii) clariﬁers. However, Lessor reserv es the right, upon noce to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform .. If Lessee fails to perform Lessee's obligaons under this Paragraph 7.1, Lessor may enter upon the Premises aer 10 days' prior wrien noce to Lessee (except in the case of an emergency, in which case no noce shall be req uired), perform such obligaons on Lessee's behalf, and put the Premises in good order, condion and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d) Replacement .. Subject to Lessee's indemniﬁcaon of Lessor as set forth in Paragraph 8.7 below , and without relieving Lessee of liability resulng from Lessee's failure to exercise and perform good maintenance pracces, if an item described in Paragr aph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the co st thereof shall be prorated between the Pares and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension the reof, on the date on which Base Rent is due, an amount equal to the product of mulplying the cost of such replacement by a fracon, the numerator of which is on e, and the denominator of which is 144 (i .. e. 1/144th of the cost per month) .. Lessee shall pay Interest on the unamorzed balance but may prepay its obligaon at any me. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 7 of 19 7.2 Lessor's Obligaons .. Subject to the provisions of Paragraphs 2.2 (Condion), 2.3 (Compliance ), 4.2 (Common Area Operang Expenses), 6 (Use), 7.1 (Lessee's Obligaons), 9 (Damage or Destrucon) and 14 (Condemnaon), Lessor, subject to re imbursement pursuant to Paragraph 4.2, shall keep in good order, condion and repair the foundaons, exterior walls, structural condion of interior bearing wal ls, exterior roof, ﬁre sprinkler system, Common Area ﬁre alarm and/or smoke detecon systems, ﬁre hydrants, parking lots, walkways, parkways, driveways, landscapi ng, fences, signs and ulity systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operang Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repa ir or replace windows, doors or plate glass of the Premises. (a) If the L essor fails to maintain one of its above repair responsibilities after written notice f rom the Lessee , the Lessee may perform the repair s by a licensed contractor with COI and seek reimbursement from the Lessor .. 7.3 Ulity Installaons; Trade Fixtures; Alteraons .. (a) Deﬁnions .. The term " Ulity Installaons " refers to all ﬂoor and window coverings, air a nd/or vacuum lines, power panels, electrical distribuon, security and ﬁre protecon systems, communicaon cabling, lighng ﬁxtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term " Trade Fixtures " shall mean Lessee's machinery and equipment that can be removed without doing material dam age to the Premises. The term "Alteraons" shall mean any modiﬁcaon of the improvements, other than Ulity Installaons or Trade Fixtures, whether by a ddion or deleon. " Lessee Owned Alteraons and/or Ulity Installaons " are deﬁned as Alteraons and/or Ulity Installaons made by Lessee that are not y et owned by Lessor pursuant to Paragraph 7.4(a) .. (b) Consent .. Lessee shall not make any Alteraons or Ulity Installaons to the Premises withou t Lessor's prior wrien consent. Lessee may, however, make non - structural Alteraons or Ulity Installaons to the interior of the Premises (excluding the roof) without such consent but upon noce to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocang or removing the roof or any exisng walls, will not aﬀect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for addional modiﬁcaons and/or impr ovements to the Premises resulng from Applicable Requirements, such as compliance with Title 24, and/or life safety systems, and the cumulave cost thereof duri ng this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetraons and/or install anything on the roof without the prior wrien approval of Lessor. Less or may, as a precondion to granng such approval, require Lessee to ulize a contractor chosen and/or approved by Lessor. Any Alteraons or Ulity Installaons that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in wrien form with detailed plans. Consent shall be deemed co ndioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and speciﬁcaons p rior to commencement of the work, and (iii) compliance with all condions of said permits and other Applicable Requirements in a prompt and expedious manner. An y Alteraons or Ulity Installaons shall be performed in a workmanlike manner with good and suﬃcient materials. Lessee shall promptly upon compleon furnis h Lessor with as - built plans and speciﬁcaons. For work which costs an amount in excess of one month's Base Rent, Lessor may condion its consent upon Lessee pr oviding a lien and compleon bond in an amount equal to 150% of the esmated cost of such Alteraon or Ulity Installaon and/or upon Lessee's posng an add ional Security Deposit with Lessor. (c) Liens; Bonds .. Lessee shall pay, when due, all claims for labor or materials furnished or all eged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against th e Premises or any interest therein. Lessee shall give Lessor not less than 10 days noce prior to the commencement of any work in, on or about the Premises, and L essor shall have the right to post noces of non - responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its so le expense defend and protect itself, Lessor and the Premises against the same and shall pay and sasfy any such adverse judgment that may be rendered thereon before the enf orcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, i ndemnifying Lessor against liability for the same. If Lessor elects to parcipate in any such acon, Lessee shall pay Lessor's aorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoraon .. (a) Ownership .. Subject to Lessor's right to require removal or elect ownership as hereinaer prov ided, all Alteraons and Ulity Installaons made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any me, elect in wring to be the owner of all or any speciﬁed part of the Lessee Owned Alteraons and Ulity Installaons. Unless otherwise instructed per paragraph 7 ..4(b) hereof, all Lessee Owned Alteraons and Ulity Installaons shall, at the expiraon or terminaon of this Lease, become the property of Lessor and be surren dered by Lessee with the Premises. (b) Removal .. By delivery to Lessee of wrien noce from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alteraons or Ulity Installaons be removed by t he expiraon or terminaon of this Lease. Lessor may require the removal at any me of all or any part of any Lessee Owned Alteraons or Ulity Installaons made without the required consent. (c) Surrender; Restoraon .. Lessee shall surrender the Premises by the Expiraon Date or any earl ier terminaon date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operang order, condion and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioraon that would have been prevented by good maintenance pracce. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Le ssee shall surrender the Premises in the same condion as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any d amage occasioned by the installaon, maintenance or removal of Trade Fixtures, Lessee owned Alteraons and/or Ulity Installaons, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premise s by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migraon from areas outside of the Project) to the level speciﬁed in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not r emoved on or before the Expiraon Date or any earlier terminaon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to mely vacate the Premises pursuant to this Paragraph 7.4(c) without the express wrien consent of Lessor shall constute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premiums .. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operang Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiraon Date. 8.2 Liability Insurance .. (a) Carried by Lessee .. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecng Lessee and Lessor as an addional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis prov iding single limit coverage in an amount not less than $ 1, 000, 000 DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 8 of 19 per occurrence with an annual aggregate of not less than $ 2, 000, 000. Lessee shall add Lessor as an addional insured by means of an endorsement at least as broad as the Insurance Service Organizaon's "Addional Insured - Managers or Lessors of Premises" Endorse ment. The policy shall not contain any intra - insured exclusions as between insured persons or organizaons, but shall include coverage for liability assumed under this Lease as an " insured contract " for the performance of Lessee's indemnity obligaons under this Lease. The limits of said insurance shall not, however, limit th e liability of Lessee nor relieve Lessee of any obligaon hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) Carried by Lessor .. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addion to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an addional insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value .. (a) Building and Improvements .. Lessor shall obtain and keep in force a policy or policies of insur ance in the name of Lessor, with loss payable to Lessor, any ground - lessor, and to any Lender insuring loss or damage to the Premises. The amount of such i nsurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from me to me, or the amount required by any Lender, bu t in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alteraons and Ulity Installaons, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure agains t all risks of direct physical loss or damage (except the perils of ﬂood and/or earthquake unless required by a Lender), including coverage for debris removal and the enfor cement of any Applicable Requirements requiring the upgrading, demolion, reconstrucon or replacement of any poron of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuaon provision in lieu of any coinsurance clause, waiver of subrogaon, and inﬂaon guard protecon causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U. S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deducble clause, the deducble amount shall not e xceed $ 5, 000 per occurrence. (b) Rental Value .. Lessor shall also obtain and keep in force a policy or policies in the name of L essor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an addional 180 da ys ("Rental Value insurance") .. Said insurance shall contain an agreed valuaon provision in lieu of any coinsurance clause, and the amount of coverage shall be a djusted annually to reﬂect the projected Rent otherwise payable by Lessee, for the next 12 month period. (c) Adjacent Premises .. Lessee shall pay for any increase in the premiums for the property insuranc e of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. (d) Lessee's Improvements .. Since Lessor is the Insuring Party, Lessor shall not be required to in sure Lessee Owned Alteraons and Ulity Installaons unless the item in queson has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property; Business Interrupon Insurance; Worker's Compensaon Insurance .. (a) Property Damage .. Lessee shall obtain and maintain insurance coverage on all of Lessee's person al property, Trade Fixtures, and Lessee Owned Alteraons and Ulity Installaons. Such insurance shall be full replacement cost coverage with a deducble of not to exceed $ 1, 000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fix tures and Lessee Owned Alteraons and Ulity Installaons. (b) Business Interrupon .. Lessee shall obtain and maintain loss of income and extra expense insur ance in amounts as will reimburse Lessee for direct or indirect loss of earnings aributable to all perils commonly insured against by prudent lessees in the business of Lessee or aributable to prevenon of access to the Premises as a result of such perils. (c) Worker's Compensaon Insurance .. Lessee shall obtain and maintain Worker's Compensaon Insura nce in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogaon' endorsement. Lessee s hall provide Lessor with a copy of such endorsement along with the cerﬁcate of insurance or copy of the policy required by paragraph 8.5. (d) No Representaon of Adequate Coverage .. Lessor makes no representaon that the limits or form s of coverage of insurance speciﬁed herein are adequate to cover Lessee's property, business operaons or obligaons under this Lease. (e) The Premises/P ro ject i n cl u ding all common areas are covered by the L e ssor' s insurance policy .. 8.5 Insurance Policies .. Insurance required herein shall be by companies maintaining during the poli cy term a "General Policyholders Rang" of at least A - , VII, as set forth in the most current issue of "Best's Insurance Guide", or such other rang as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor cerﬁed copies of policies of such insurance or cerﬁcates with copies of the required endorsements evidencing the existence and amounts of the re quired insurance. No such policy shall be cancelable or subject to modiﬁcaon except aer 30 days prior wrien noce to Lessor. Lessee shall, at least 10 day s prior to the expiraon of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability in surance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at le ast one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogaon .. Without aﬀecng any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their enre right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The eﬀect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deducbles applicable hereto. The Pares agree to have their respecve property damage insurance carriers waive any right to subrogaon that such compani es may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity .. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penales, aorneys' and consultants' fees, expenses and/or liabilies arising out of, involving, or in co nnecon with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or inv itees .. If any acon or proceeding is brought against Lessor by reason of any of the foregoing maers, Lessee shall upon noce defend the same at Lessee's expens e by counsel reasonably sasfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have ﬁrst paid any such claim in order to b e defended or indemniﬁed. 8.8 Exempon of Lessor and its Agents from Liability .. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such dam age or injury is caused by or results from ﬁre, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruc on or other defects of pipes, ﬁre sprinklers, wires, appliances, plumbing, HVAC or lighng ﬁxtures, or from any other cause, whether the said injury or damage results from condions arising upon the Premises or upon other porons of the Building, or from other sources or places; (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 9 of 19 enforce the provisions of any other lease in the Project; or (iii) injury to Lessee's business or f or any loss of income or proﬁt therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to ﬁle a claim on the insurance po licy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance .. Lessee acknowledges that any failure on its part to obtain or mai ntain the insurance required herein will expose Lessor to risks and potenally cause Lessor to incur costs not contemplated by this Lease, the extent of whi ch will be extremely diﬃcult to ascertain. Accordingly, for any month or poron thereof that Lessee does not maintain the required insurance and/or does not provide Less or with the required binders or cerﬁcates evidencing the existence of the required insurance, the Base Rent shall be automacally increased, without any r equirement for noce to Lessee, by an amount equal to 10% of the then exisng Base Rent or $ 100, whichever is greater. The pares agree that such increase in Ba se Rent represents fair and reasonable compensaon for the addional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, preven t the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligaon to maintain the insurance speciﬁed in this Lease. 9. Damage or Destrucon. 9.1 Deﬁnions .. (a) " Premises Paral Damage " shall mean damage or destrucon to the improvements on the Premises, other than Lessee Owned Alteraons and Ulity Installaons, which can reasonably be repaired in 3 months or less from the date of the damage or destrucon, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall nofy Lessee in wring within 30 days from the date of the damage or destrucon as to whether or not the damage is Paral or Total. (b) " Premises Total Destrucon " shall mean damage or destrucon to the improvements on the Premis es, other than Lessee Owned Alteraons and Ulity Installaons and Trade Fixtures, which cannot reasonably be repaired in 3 months or less f rom the date of the damage or destrucon and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall nofy Lessee in wring within 30 days fr om the date of the damage or destrucon as to whether or not the damage is Paral or Total. (c) " Insured Loss " shall mean damage or destrucon to improvements on the Premises, other than Le ssee Owned Alteraons and Ulity Installaons and Trade Fixtures, which was caused by an event required to be covered by the insurance described in P aragraph 8.3(a), irrespecve of any deducble amounts or coverage limits involved. (d) " Replacement Cost " shall mean the cost to repair or rebuild the improvements owned by Lessor at the me of the occurrence to their condion exisng immediately prior thereto, including demolion, debris removal and upgrading required by the operaon of Applicable Requirements, and without deducon for depreciaon. (e) " Hazardous Substance Condion " shall mean the occurrence or discovery of a condion involving the presence of, or a contaminaon by, a Hazardous Substance, in, on, or under the Premises which requires restoraon. 9.2 Paral Damage - Insured Loss .. If a Premises Paral Damage that is an Insured Loss occurs, t hen Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alteraons and Ulity Installaons) as soon as reaso nably possible and this Lease shall connue in full force and eﬀect; provided, however, that Lessee shall, at Lessor's elecon, make the repair of any damage or des trucon the total cost to repair of which is $ 10, 000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basi s for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not suﬃcient to eﬀect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the f act that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall hav e no obligaon to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of wrien noce of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and eﬀect. If such funds or assurance are not received, Lessor may nevertheless elect by wrien noce to Lessee within 10 day s thereaer to: (i) make such restoraon and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and eﬀect, or (ii) have this Lease terminate 30 days thereaer. Lessee shall not be entled to reimbursement of any funds contributed by Lessee t o repair any such damage or destrucon. Premises Paral Damage due to ﬂood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be som e insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Paral Damage - Uninsured Loss .. If a Premises Paral Damage that is not an Insured Loss occu rs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair suc h damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall connue in full force and eﬀect, or (ii) terminate this Lease by giving wrien noce to Lessee within 30 days aer receipt by Lessor of knowledge of the occurrence of such damage. Such t erminaon shall be eﬀecve 60 days following the date of such noce. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days aer receipt of the terminaon noce to give wrien noce to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor .. Lessee shall provide Lessor with said funds or sasfactory assurance thereof within 30 days aer making such commitment. In such event this Lease shall con nue in full force and eﬀect, and Lessor shall proceed to make such repairs as soon as reasonably possible aer the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date speciﬁed in the terminaon noce. 9.4 Total Destrucon .. Notwithstanding any other provision hereof, if a Premises Total Destrucon occurs, this Lease shall terminate 60 days following such Destrucon. If the damage or destrucon was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term .. If at any me during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease eﬀecve 60 days following the date of occurrence of such damage by giving a wrien terminaon noce to Lessee within 30 days aer the date of occurrence of such damage. Notwithsta nding the foregoing, if Lessee at that me has an exercisable opon to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by (a) exercising such opon and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days aer Lessee's receipt of Lessor's wrien noce purporng to terminate this Lease, or (ii) the day prior to the date upon which such opon expires. If Lessee duly exercises such opon during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage i n insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall connue in full force and eﬀect. If Lessee fails to exercise such opon and provide such funds or assurance during such period, then this Lease shall terminate on the date spe ciﬁed in the terminaon noce and Lessee's opon shall be exnguished. 9.6 Abatement of Rent; Lessee's Remedies .. (a) Abatement .. In the event of Premises Paral Damage or Premises Total Destrucon or a Hazardou s Substance Condion for which Lessee is not DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 10 of 19 responsible under this Lease, the Rent payable by Lessee for the period required for the repair, r emediaon or restoraon of such damage shall be abated in proporon to the degree to which Lessee's use of the Premises is impaired, but not to exceed the p roceeds received from the Rental Value insurance. All other obligaons of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability fo r any such damage, destrucon, remediaon, repair or restoraon except as provided herein. (b) Remedies .. If Lessor is obligated to repair or restore the Premises and does not commence, in a substanal and meaningful way, such repair or restoraon within 90 days aer such obligaon shall accrue, Lessee may, at any me prior to th e commencement of such repair or restoraon, give wrien noce to Lessor and to any Lenders of which Lessee has actual noce, of Lessee's elecon to terminate this Lease on a date not less than 60 days following the giving of such noce. If Lessee gives such noce and such repair or restoraon is not commenced within 30 days thereaer, this Lease shall terminate as of the date speciﬁed in said noce. If the repair or restoraon is commenced within such 30 days, this Lease shall connue i n full force and eﬀect. "Commence" shall mean either the uncondional authorizaon of the preparaon of the required plans, or the beginning of the actua l work on the Premises, whichever ﬁrst occurs. 9.7 Terminaon; Advance Payments .. Upon terminaon of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addion, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 Deﬁnion .. As used herein, the term " Real Property Taxes " shall include any form of assessme nt; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; an d/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Less or's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address. The term "Rea l Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machi nery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculang Real Property Taxes for any calendar year, the Real Property Taxes for any real esta te tax year shall be included in the calculaon of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in c ommon. No R eal P roperty T ax Pen alties incurred by cause of the Lessor, nor income taxes will be cha rged to the Lessee .. Lessor will not provide any relief of increase in property taxes in the event of sale o r the transfer of title .. 10.2 Payment of Taxes .. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real P roperty Taxes applicable to the Project, and said payments shall be included in the calculaon of Common Area Operang Expenses in accordance with the provis ions of Paragraph 4.2. 10.3 Addional Improvements .. Common Area Operang Expenses shall not include Real Property Taxes speciﬁed in the tax assessor's records and work sheets as being caused by addional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the me Common Area Operang Exp enses are payable under Paragraph 4.2, the enrety of any increase in Real Property Taxes if assessed solely by reason of Alteraons, Trade Fixtures or Ul ity Installaons placed upon the Premises by Lessee or at Lessee's request or by reason of any alteraons or improvements to the Premises made by Lessor subsequent to the execuon of this Lease by the Pares. 10.4 Joint Assessment .. If the Building is not separately assessed, Real Property Taxes allocated t o the Building shall be an equitable proporon of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such p roporon to be determined by Lessor from the respecve valuaons assigned in the assessor's work sheets or such other informaon as may be reasonably ava ilable. Lessor's reasonable determinaon thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes .. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alteraons and Ulity Installaons, Trade Fixtures, furnishings, equipment and all personal property of Lessee contain ed in the Premises. When possible, Lessee shall cause its Lessee Owned Alteraons and Ulity Installaons, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes aributable to Lessee's property within 10 days aer receipt of a wrien statement seng forth the taxes applicable to Lessee's p roperty. 11. Ulies and Services. 11.1 Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and ot her ulies and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any me in Lessor's sole ju dgment, Lessor determines that Lessee is using a disproporonate amount of water, electricity or other commonly metered ulies, or that Lessee is generang suc h a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of mes per month that it is emped, then Lesso r may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interrupon or disconnuance of any ulity or service due to riot, strike, labor dispute, breakdown, accident , repair or other cause beyond Lessor's reasonable control or in cooperaon with governmental request or direcons. 11.2 Within ﬁeen days of Lessor's wrien request, Lessee agrees to deliver to Lessor such infor maon, documents and/or authorizaon as Lessor needs in order for Lessor to comply with new or exisng Applicable Requirements relang to commercial build ing energy usage, rangs, and/or the reporng thereof. 12. Assignment and Subleng. 12.1 Lessor's Consent Required .. (a) Lessee shall not voluntarily or by operaon of law assign, transfer, mortgage or encumber (c ollecvely, " assign or assignment ") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior wrien consent. (b) Unless Lessee is a corporaon and its stock is publicly traded on a naonal stock exchange, a change in the control of Lessee shall constute an assignment requiring consent. The transfer, on a cumulave basis, of 25% or more of the vong control of Lessee shall constute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transacon, or series of transacons (by way of merger, sale, acquision, ﬁnancing, transfer, leveraged buy - out or otherwise), whether or not a formal assignment or hypothecaon of this Lease or Lessee' s assets occurs, which results or will result in a reducon of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the me of the execuon of this Lease or at the me of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transac on or transacons constung such reducon, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. " Net Worth of Lessee " shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounng principles. (d) An assignment or subleng without consent shall, at Lessor's opon, be a Default curable a er noce per Paragraph 13.1(d), or a non - curable Breach without the necessity of any noce and grace period. If Lessor elects to treat such unapproved ass ignment or subleng as a non - curable Breach, Lessor may either: DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 11 of 19 (i) terminate this Lease, or (ii) upon 30 days wrien noce, increase the monthly Base Rent to 110% of the Base Rent then in eﬀect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any opon to purchase the Premises held b y Lessee shall be subject to similar adjustment to 110% of the price previously in eﬀect, and (ii) all ﬁxed and non - ﬁxed rental adjustments scheduled during the rem ainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory dam ages and/or injuncve relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subleng if Lessee is in D efault at the me consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis poron of the Premises, i. e. 20 squar e feet or less, to be used by a third party vendor in connecon with the installaon of a vending machine or payphone shall not constute a subleng. 12.2 Terms and Condions Applicable to Assignment and Subleng .. (a) Regardless of Lessor's consent, no assignment or subleng shall : (i) be eﬀecve without the express wrien assumpon by such assignee or sublessee of the obligaons of Lessee under this Lease, (ii) release Lessee of any obligaons he reunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligaons to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligaons from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or perf ormance shall constute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subleng shall not constute a consent to any subseque nt assignment or subleng. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligaons under this Lease, including any assignee or sublessee, without ﬁrst exhausng Lessor's remedies against any other person or enty responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subleng shall be in wring, accompanied by in formaon relevant to Lessor's determinaon as to the ﬁnancial and operaonal responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modiﬁcaon of the Premises, if any, together with a fee of $ 500 as consideraon for Lessor's c onsidering and processing said request. Lessee agrees to provide Lessor with such other or addional informaon and/or documentaon as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepng such assignmen t, entering into such sublease, or entering into possession of the Premises or any poron thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condion and obligaon herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligaons as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has speciﬁcally consented to in wring. (g) Lessor's consent to any assignment or subleng shall not transfer to the assignee or sublesse e any Opon granted to the original Lessee by this Lease unless such transfer is speciﬁcally consented to by Lessor in wring. (See Paragraph 39.2) (h) Notwithstanding anything to the contrary above , Lessor’s consent shall not be required for any (i) assignment or sublease to any entity which controls, is controlled by, or is under common control with Lessee, or (ii) any assignment (including a change of control) to an entity which a cquires, directly or indirectly, all or substantially all of the stock or assets of Lessee, or which merges or consolidates with Lessee, so long as such successor entity has a net worth equal to or greater than Lessee’s net worth .. 12.3 Addional Terms and Condions Applicable to Subleng .. The following terms and condions s hall apply to any subleng by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on a ny sublease, and Lessor may collect such Rent and apply same toward Lessee's obligaons under this Lease; provided, however, that unl a Breach shall oc cur in the performance of Lessee's obligaons, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding oblig aons any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the colleco n of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligaons to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a wrien noce from Lessor stang that a Breach exists in the performance of Lessee's obligaons u nder this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such noce from Lessor and shall pay all Rents t o Lessor without any obligaon or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its opon, require sublessee to aorn t o Lessor, in which event Lessor shall undertake the obligaons of the sublessor under such sublease from the me of the exercise of said opon to the expiraon of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any maer requiring the consent of the sublessor under a sublease shall also require the conse nt of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's pr ior wrien consent. (e) Lessor shall deliver a copy of any noce of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, speciﬁed in such noce. The sublessee shall have a right of reimburse ment and oﬀset from and against Lessee for any such Defaults cured by the sublessee. (f) Lessee may sublease the Premises at any time with the prior written consent of L essor , whose consent shall not be unreasonably withheld .. In the event of a sublease, L esso r shall receive 50 % of any excess subletting rent received by the Lessee .. 13. Default; Breach; Remedies. 13.1 Default; Breach .. A " Default " is deﬁned as a failure by the Lessee to comply with or perform a ny of the terms, covenants, condions or Rules and Regulaons under this Lease. A " Breach " is deﬁned as the occurrence of one or more of the followi ng Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; the vacang of the Premises prior to the expiraon or termin aon of this Lease without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragrap h 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potenal vandalism; or failure to deliver to Lessor exclusive pos session of the enre Premises in accordance herewith prior to the DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 12 of 19 expiraon or terminaon of this Lease. (b) The failure of Lessee to (i) make any payment of Rent or any Security Deposit required to be m ade by Lessee hereunder, whether to Lessor or to a third party, when due, (ii) to provide reasonable evidence of insurance or surety bond, or (iii) to fulﬁll any obligaon under this Lease which endangers or threatens life or property, where such failure connues for a period of 3 business days following wrien noce to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR' S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commissio n of waste, act or acts constung public or private nuisance, and/or an illegal acvity on the Premises by Lessee, where such acons connue for a period of 3 business days following wrien noce to Lessee. In the event that Lessee commits waste, a nuisance or an illegal acvity a second me then, the Lessor may elect to treat such conduct as a non - curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable wrien evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subleng, (iv) an Estoppel Cerﬁcate or ﬁnancial statements, (v) a requested subordinaon, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material safe ty data sheets (MSDS), or (ix) any other documentaon or informaon which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure connues for a period of 10 days following wrien noce to Lessee. (e) A Default by Lessee as to the terms, covenants, condions or provisions of this Lease, or o f the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default connues for a period of 30 days aer wrien noce; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereaer diligently prosecutes such cure to compleon. (f) The occurrence of any of the following events: (i) the making of any general arrangement or a ssignment for the beneﬁt of creditors; (ii) becoming a " debtor " as deﬁned in 11 U. S. C. § 101 or any successor statute thereto (unless, in the case of a peon ﬁled against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substanally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the aachment, execuon or other ju dicial seizure of substanally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days ; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or eﬀect, and not aﬀect the validity of the remaining provisions. (g) The discovery that any ﬁnancial statement of Lessee or of any Guarantor given to Lessor was ma terially false. (h) If the performance of Lessee's obligaons under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the terminaon of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guara ntor's becoming insolvent or the subject of a bankruptcy ﬁling, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligaon on an ancipatory basis, and Lessee's failure, within 60 days following wrien noce of any such event, to provide wrien alternave assurance or security, which, wh en coupled with the then exisng resources of Lessee, equals or exceeds the combined ﬁnancial resources of Lessee and the Guarantors that existed at the me of ex ecuon of this Lease. 13.2 Remedies .. If Lessee fails to perform any of its aﬃrmave dues or obligaons, within 10 days aer wrien noce (or in case of an emergency, without noce), Lessor may, at its opon, perform such duty or obligaon on Lessee's behalf, includin g but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, wi th or without further noce or demand, and without liming Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entled to recover from Lessee: (i) the unpaid Rent which had been earned at the me of terminaon; (ii) the worth at the me of award of the amount by which the unpaid rent which would have been ea rned aer terminaon unl the me of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the wor th at the me of award of the amount by which the unpaid rent for the balance of the term aer the me of award exceeds the amount of such rental loss that the Less ee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to p erform its obligaons under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of reco vering possession of the Premises, expenses of releng, including necessary renovaon and alteraon of the Premises, reasonable aorneys' fees, and that poron of any leasing commission paid by Lessor in connecon with this Lease applicable to the unexpired term of this Lease. Lessor and Lessee agree that the damages to b e incurred by the Lessor in the event of Lessee's default of the Lease would be diﬃcult or impossible to calculate and the pares therefore intend to provide by t he foregoing for liquidated damages and not a penalty and agree that the sum provided is a reasonable pre - esmate of the probable loss. The worth at the me of a ward of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the me of award plus one percent. Eﬀorts by Lessor to migate damages caused by Less ee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entled. If terminaon of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Less or may reserve the right to recover all or any part thereof in a separate suit. If a noce and grace period required under Paragraph 13.1 was not previously given, a noce to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constute the noce required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Def ault within the greater of the two such grace periods shall constute both an unlawful detainer and a Breach of this Lease entling Lessor to the remedies provided for i n this Lease and/or by said statute. (b) Connue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitaons. Acts of maintenance, eﬀorts to relet, and/or the appointment of a rec eiver to protect the Lessor's interests, shall not constute a terminaon of the Lessee's right to possession. (c) Pursue any other remedy now or hereaer available under the laws or judicial decisions of the state wherein the Premises are located. The expiraon or terminaon of this Lease and/or the terminaon of Lessee's right to possession shall not reliev e Lessee from liability under any indemnity provisions of this Lease as to maers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of ten ant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducem ent or consideraon for Lessee's entering into this Lease, all of which concessions are hereinaer referred to as " Inducement Provisions ," shall be deemed condioned upo n Lessee's full and faithful performance of all of the terms, covenants and condions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement P rovision shall automacally be deemed deleted from this Lease and of no further force or eﬀect, and any rent, other charge, bonus, inducement or considerao n theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 13 of 19 Lessor of rent or the cure of the Breach which iniated the operaon of this paragraph shall not b e deemed a waiver by Lessor of the provisions of this paragraph unless speciﬁcally so stated in wring by Lessor at the me of such acceptance. 13.4 Late Charges .. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely diﬃcult to ascertain. Such costs include, but are not limited to, processing and accounng charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days aer such amount shall be due, then, without any requirement for noce to Lessee, Lessee shall immediately pay to Lessor a one - me late charge equ al to 10% of each such overdue amount or $ 100, whichever is greater. The pares hereby agree that such late charge represents a fair and reasonable esmate o f the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constute a waiver of Lessee's Default o r Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecuve installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's opon, become due and payable quarterly in advance. 13.5 Interest .. Any monetary payment due Lessor hereunder, other than late charges, not received b y Lessor, when due shall bear interest from the 31st day aer it was due. The interest (" Interest ") charged shall be computed at the rate of 10% per ann um but shall not exceed the maximum rate allowed by law. Interest is payable in addion to the potenal late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor .. (a) Noce of Breach .. Lessor shall not be deemed in breach of this Lease unless Lessor fails withi n a reasonable me to perform an obligaon required to be performed by Lessor. For purposes of this Paragraph, a reasonable me shall in no event be les s than 30 days aer receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in wring for such purpose, of wrien noce spec ifying wherein such obligaon of Lessor has not been performed; provided, however, that if the nature of Lessor's obligaon is such that more than 30 days are re asonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaer diligently pursued to co mpleon. (b) Performance by Lessee on Behalf of Lessor .. In the event that neither Lessor nor Lender cures s aid breach within 30 days aer receipt of said noce, or if having commenced said cure they do not diligently pursue it to compleon, then Lessee may el ect to cure said breach at Lessee's expense and oﬀset from Rent the actual and reasonable cost to perform such cure, provided however, that such oﬀset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such oﬀset. Lessee shall document the cost of said cure and supply said documentaon to Lessor. 14. Condemnaon .. If the Premises or any poron thereof are taken under the power of eminent doma in or sold under the threat of the exercise of said power (collecvely " Condemnaon "), this Lease shall terminate as to the part taken as of the date the condemning authority takes tle or possession, whichever ﬁrst occurs. If more than 10% of the ﬂoor area of the Unit, or more than 25% of the parking spaces is taken b y Condemnaon, Lessee may, at Lessee's opon, to be exercised in wring within 10 days aer Lessor shall have given Lessee wrien noce of such taking (or in th e absence of such noce, within 10 days aer the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and eﬀect as to the poron o f the Premises remaining, except that the Base Rent shall be reduced in proporon to the reducon in ulity of the Premises caused by such Condemnaon. Condemnaon awards and/or payments shall be the property of Lessor, whether such award shall be made as compensaon for diminuon in value of the leasehold, the valu e of the part taken, or for severance damages; provided, however, that Lessee shall be entled to any compensaon paid by the condemnor for Lessee's reloc aon expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragra ph. All Alteraons and Ulity Installaons made to the Premises by Lessee, for purposes of Condemnaon only, shall be considered the property of the Lessee and L essee shall be entled to any and all compensaon which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnaon, Le ssor shall repair any damage to the Premises caused by such Condemnaon. 15. Brokerage Fees .. 15.1 Addional Commission .. In addion to the payments owed pursuant to Paragraph 1.10 above, Les sor agrees that : (a) if Lessee exercises any Opon, (b) if Lessee or anyone aﬃliated with Lessee acquires from Lessor any rights to the Premises or other pre mises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, aer the expiraon of this Le ase, or (d) if Base Rent is increased, whether by agreement or operaon of an escalaon clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in eﬀect at the me the Lease was executed .. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary .. 15.2 Assumpon of Obligaons .. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligaon hereunder .. Brokers shall be third party beneﬁciaries of the provisions of Paragraphs 1.10 , 15 , 22 and 31. I f Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest .. In addion, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send wrien noce to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days aer said noce, Lessee shall pay said monies to its Broker and oﬀset such amounts against Rent .. In addion, Lessee's Broker shall be d eemed to be a third party beneﬁciary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecng any brokerage fee owed .. 15.3 Representaons and Indemnies of Broker Relaonships .. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, ﬁrm, broker, agent or ﬁnder (other than the Brokers and Agents, if any) in conneco n with this Lease, and that no one other than said named Brokers and Agents is entled to any commission or ﬁnder's fee in connecon herewith. Lessee and Lessor do e ach hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensaon or charges which may be claimed by any such unn amed broker, ﬁnder or other similar party by reason of any dealings or acons of the indemnifying Party, including any costs, expenses, aorneys' fees rea sonably incurred with respect thereto. 16. Estoppel Cerﬁcates. (a) Each Party (as " Responding Party ") shall within 10 days aer wrien noce from the other P arty (the " Requesng Party ") execute, acknowledge and deliver to the Requesng Party a statement in wring in form similar to the then most current " Est oppel Cerﬁcate " form published by AIR CRE, plus such addional informaon, conﬁrmaon and/or statements as may be reasonably requested by the Requesng Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Cerﬁcate within such 1 0 day period, the Requesng Party may execute an Estoppel Cerﬁcate stang that: (i) the Lease is in full force and eﬀect without modiﬁcaon except as may be represented by the Requesng Party, (ii) there are no uncured defaults in the Requesng Party's performance, and (iii) if Lessor is the Requesng Part y, not more than one month's rent has been paid in advance. Prospecve purchasers and encumbrancers may rely upon the Requesng Party's Estoppel Cerﬁcate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Cerﬁcate. In addion, Lessee acknowledges that any failur e on its part to provide such an Estoppel Cerﬁcate will expose Lessor to risks and potenally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diﬃcult to ascertain. If after 2 nd DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 14 of 19 written notice , a A ccordingly, should the Lessee fail to execute and/or deliver a requested Estopp el Cerﬁcate in a mely fashion the monthly Base Rent shall be automacally increased, without any requirement for noce to Lessee, by an amount equal to 10% of the then exisng Base Rent or $ 100, whichever is greater for remainder of the Lease. The Pares agree that such increase in Base Rent represents fa ir and reasonable compensaon for the addional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Cerﬁcate. Such increase in Base Rent shall in no event constute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Cerﬁcate nor prevent the exercise of a ny of the other rights and remedies granted hereunder. (c) If Lessor desires to ﬁnance, reﬁnance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days aer wrien noce from Lessor deliver to any potenal lender or purchaser designated by Lessor such ﬁnancial stateme nts as may be reasonably required by such lender or purchaser, including but not limited to Lessee's ﬁnancial statements for the past 3 years. All such ﬁnancial statements shall be received by Lessor and such lender or purchaser in conﬁdence and shall be used only for the purposes herein set forth. 17. Deﬁnion of Lessor. The term " Lessor " as used herein shall mean the owner or owners at the me in queson of the fee tle to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's tl e or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon su ch transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligaons and/ or covenants under this Lease thereaer to be performed by the Lessor. Subject to the foregoing, the obligaons and/or covenants in this Lease to be performed by the Les sor shall be binding only upon the Lessor as hereinabove deﬁned. 18. Severability. The invalidity of any provision of this Lease, as determined by a court of comp etent jurisdicon, shall in no way aﬀect the validity of any other provision hereof. 19. Days. Unless otherwise speciﬁcally indicated to the contrary, the word " days " as used in thi s Lease shall mean and refer to calendar days. 20. Limitaon on Liability. The obligaons of Lessor under this Lease shall not constute perso nal obligaons of Lessor, or its partners, members, directors, oﬃcers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the sasfacon of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, oﬃcers or shareholders, or any of their personal assets for such sasfacon. 21. Time of Essence. Time is of the essence with respect to the performance of all obligaons to be performed or observed by the Pares under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer .. This Lease contains all agreements between th e Pares with respect to any maer menoned herein, and no other prior or contemporaneous agreement or understanding shall be eﬀecve. Lessor and Lessee eac h represents and warrants to the Brokers that it has made, and is relying solely upon, its own invesgaon as to the nature, quality, character and ﬁnancial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. Noces. 23.1 Noce Requirements .. All noces required or permied by this Lease or applicable law shall b e in wring and may be delivered in person (by hand or by courier) or may be sent by regular, cerﬁed or registered mail or U. S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed suﬃciently given if served in a manner speciﬁed in this Paragraph 23. The addres ses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of noces. Either Party may by wrien noce to the other specify a diﬀerent address for noce, except that upon Lessee's taking possession of the Premises, the Premises shall constute Lessee's address for noce. A co py of all noces to Lessor shall be concurrently transmied to such party or pares at such addresses as Lessor may from me to me hereaer designate in wring. 23.2 Date of Noce .. Any noce sent by registered or cerﬁed mail, return receipt requested, s hall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the noce shall be deemed given 72 hours aer the same is addressed as required herein and mailed with postage prepaid. Noces delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours aer delivery of the same to the Postal Service or courier. Noces delivere d by hand, or transmied by facsimile transmission or by email shall be deemed delivered upon actual receipt. If noce is received on a Saturday, Sunday or lega l holiday, it shall be deemed received on the next business day. 23.3 Opons. Notwithstanding the foregoing, in order to exercise any Opons (see paragraph 39), the Noce must be sent by Cerﬁed Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other metho dology that provides a receipt establishing the date the noce was received by the Lessor. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condion hereof by Less ee, shall be deemed a waiver of any other term, covenant or condion hereof, or of any subsequent Default or Breach by Lessee of the same or of an y other term, covenant or condion hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or condions ma de by Lessee in connecon therewith, which such statements and/or condions shall be of no force or eﬀect whatsoever unless speciﬁcally agreed to in wring by Lessor at or before the me of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THI S LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relaonship .. (a) When entering into a discussion with a real estate agent regarding a real estate transacon, a Lessor or Lessee should from the outset understand what type of agency relaonship or representaon it has with the agent or agents in the transaco n .. Lessor and Lessee acknowledge being advised by the Brokers in this transacon, as follows : (i) Lessor's Agent .. A Lessor's agent under a lisng agreement with the Lessor acts as the agent f or the Lessor only .. A Lessor's agent or subagent has the following aﬃrmave obligaons : To the Lessor : A ﬁduciary duty of utmost care, integr ity, honesty, and loyalty in dealings with the Lessor .. To the Lessee and the Lessor : (a) Diligent exercise of reasonable skills and care in performance of the agent's du es .. (b) A duty of honest and fair dealing and good faith .. (c) A duty to disclose all facts known to the agent materially aﬀecng the value or desirability of the property that are not known to, or within the diligent aenon and observaon of, the Pares .. An agent is not obligated to reveal to either Party any conﬁdenal informaon obtained from the other Party which does not involve the aﬃrmave dues set forth above .. (ii) Lessee's Agent .. An agent can agree to act as agent for the Lessee only .. In these situaons, the agent is not the Lessor's agent, even if by DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 15 of 19 agreement the agent may receive compensaon for services rendered, either in full or in part from the Lessor .. An agent acng only for a Lessee has the following aﬃrmave obligaons .. To the Lessee : A ﬁduciary duty of utmost care, integrity, honesty, an d loyalty in dealings with the Lessee .. To the Lessee and the Lessor : (a) Diligent exercise of reasonable skills and care in performance of the agent's dues .. (b) A duty o f honest and fair dealing and good faith .. (c) A duty to disclose all facts known to the agent materially aﬀecng the value or desirability of the property that are not known to, or within the diligent aenon and observaon of, the Pares .. An agent is not obligated to reveal to either Party any conﬁdenal informaon obtained from the o ther Party which does not involve the aﬃrmave dues set forth above .. (iii) Agent Represenng Both Lessor and Lessee .. A real estate agent, either acng directly or t hrough one or more associate licensees, can legally be the agent of both the Lessor and the Lessee in a transacon, but only with the knowledge and conse nt of both the Lessor and the Lessee .. In a dual agency situaon, the agent has the following aﬃrmave obligaons to both the Lessor and the Lessee : (a) A ﬁduc iary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee .. (b) Other dues to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii) .. In represenng both Lessor and Lessee, the agent may not, without the express permission of the respecve Party, disclose to the other Party conﬁdenal informaon, including, but not limited to, facts relang to either Lessee's or Lessor's ﬁnancial posion, movaons, bargaining posion, or other per sonal informaon that may impact rent, including Lessor's willingness to accept a rent less than the lisng rent or Lessee's willingness to pay rent greater than the rent o ﬀered .. The above dues of the agent in a real estate transacon do not relieve a Lessor or Lessee from the responsibility to protect their own interests .. Lessor and L essee should carefully read all agreements to assure that they adequately express their understanding of the transacon .. A real estate agent is a person qualiﬁe d to advise about real estate .. If legal or tax advice is desired, consult a competent professional .. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacon can be complex and subject to change .. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party .. T he Pares agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relang to this Lease may be brought ag ainst Broker more than one year aer the Start Date and that the liability (including court costs and aorneys' fees), of any Broker with respect to any such laws uit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitaon on each Broker's l iability shall not be applicable to any gross negligence or willful misconduct of such Broker .. (c) Lessor and Lessee agree to idenfy to Brokers as "Conﬁdenal" any communicaon or informa on given Brokers that is considered by such Party to be conﬁdenal .. 26. No Right To Holdover .. Lessee has no right to retain possession of the Premises or any part the reof beyond the expiraon or terminaon of this Lease. At or prior to the expiraon or terminaon of this Lease Lessee shall deliver exclusive possession of th e Premises to Lessor. For purposes of this provision and Paragraph 13.1(a), exclusive possession shall mean that Lessee shall have vacated the Premises, removed all of its personal property therefrom and that the Premises have been returned in the condion speciﬁed in this Lease. In the event that Lessee does not deliver exclus ive possession to Lessor as speciﬁed above, then Lessor's damages during any holdover period shall be computed at the amount of the Rent (as deﬁned in Paragraph 4.1 ) due during the last full month before the expiraon or terminaon of this Lease (disregarding any temporary abatement of Rent that may have been in eﬀec t), but with Base Rent being 150% of the Base Rent payable during such last full month. Nothing contained herein shall be construed as consent by Lessor to an y holding over by Lessee. 27. Cumulave Remedies. No remedy or elecon hereunder shall be deemed exclusive but shall, whe rever possible, be cumulave with all other remedies at law or in equity. 28. Covenants and Condions; Construcon of Agreement. All provisions of this Lease to be observ ed or performed by Lessee are both covenants and condions. In construing this Lease, all headings and tles are for the convenience of the Pares only and s hall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed a s if prepared by one of the Pares, but rather according to its fair meaning as a whole, as if both Pares had prepared it. 29. Binding Eﬀect; Choice of Law. This Lease shall be binding upon the Pares, their personal r epresentaves, successors and assigns and be governed by the laws of the State in which the Premises are located. Any ligaon between the Pares hereto concernin g this Lease shall be iniated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar tech nology shall be legal and binding. 30. Subordinaon; Aornment; Non - Disturbance. 30.1 Subordinaon .. This Lease and any Opon granted hereby shall be subject and subordinate to an y ground lease, mortgage, deed of trust, or other hypothecaon or security device (collecvely, " Security Device "), now or hereaer placed upon t he Premises, to any and all advances made on the security thereof, and to all renewals, modiﬁcaons, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as " Lender ") shall have no liability or obligaon to perform any of the obligaons of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Opon granted hereby superior to the lien of its Security Device by giving wrien noce thereof to Lessee, wher eupon this Lease and such Opons shall be deemed prior to such Security Device, notwithstanding the relave dates of the documentaon or recordaon thereof. 30.2 Aornment .. In the event that Lessor transfers tle to the Premises, or the Premises are acq uired by another upon the foreclosure or terminaon of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non - disturban ce provisions of Paragraph 30.3, aorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with s uch new owner for the remainder of the term hereof, or, at the elecon of the new owner, this Lease will automacally become a new lease between Lessee and such new owne r, for the remainder of the term hereof and (ii) Lessor shall thereaer be relieved of any further obligaons hereunder and such new owner shall assume all of L essor's obligaons, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acqu ision of ownership; (b) be subject to any oﬀsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's re nt, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non - Disturbance .. With respect to Security Devices entered into by Lessor aer the execuon o f this Lease, Lessee's subordinaon of this Lease shall be subject to receiving a commercially reasonable non - disturbance agreement (a " Non - Disturbance Agreem ent ") from the Lender which Non - Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any opons to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and aorns to the record owner of the Premises. Further, within 60 days aer the e xecuon of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable eﬀorts to obtain a Non - Disturbance Agreement from the holder of any pre - exi sng Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non - Disturbance Agreement within said 60 days, then Less ee may, at Lessee's opon, directly contact Lender and aempt to negoate for the execuon and delivery of a Non - Disturbance Agreement. 30.4 Self - Execung .. The agreements contained in this Paragraph 30 shall be eﬀecve without the e xecuon of any further documents; provided, however, that, upon wrien request from Lessor or a Lender in connecon with a sale, ﬁnancing or reﬁnancing of the Premises, Lessee and Lessor shall execute such further wrings DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 16 of 19 as may be reasonably required to separately document any subordinaon, aornment and/or Non - Distu rbance Agreement provided for herein. 31. Aorneys' Fees. If any Party or Broker brings an acon or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaer deﬁned) in any such proceeding, acon, or appea l thereon, shall be entled to reasonable aorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such acon or proceedi ng is pursued to decision or judgment. The term, " Prevailing Party " shall include, without limitaon, a Party or Broker who substanally obtains or defeats t he relief sought, as the case may be, whether by compromise, selement, judgment, or the abandonment by the other Party or Broker of its claim or defense. Th e aorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all aorneys' fees reasonably incu rred. In addion, Lessor shall be entled to aorneys' fees, costs and expenses incurred in the preparaon and service of noces of Default and consultaons in connec on therewith, whether or not a legal acon is subsequently commenced in connecon with such Default or resulng Breach ($ 200 is a reasonable minimum per occ urrence for such services and consultaon) .. 32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any me, in the case of an emergency, and otherwise at reasonable mes aer reasonable prior noce ( 24 hour) for the purpose of showing t he same to prospecve purchasers, lenders, or tenants, and making such alteraons, repairs, improvements or addions to the Premises as Lessor may deem nec essary or desirable and the erecng, using and maintaining of ulies, services, pipes and conduits through the Premises and/or other premises as long as ther e is no material adverse eﬀect on Lessee's use of the Premises. All such acvies shall be without abatement of rent or liability to Lessee. 33. Aucons. Lessee shall not conduct, nor permit to be conducted, any aucon upon the Premise s without Lessor's prior wrien consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an aucon. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any me and ordinary "Fo r Lease" signs during the last 6 months of the term hereof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior wrien consent. All signs must comply with all Applicable Requirements. 35. Terminaon; Merger. Unless speciﬁcally stated otherwise in wring by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual terminaon or cancellaon hereof, or a terminaon hereof by Lessor for Breach by Lessee, shall automacall y terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to connue any one or all exisng subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by wrien noce to the holder of any such lesser interest, shall constute Lessor's elecon to hav e such event constute the terminaon of such interest. 36. Consents. All requests for consent shall be in wring. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actua l reasonable costs and expenses (including but not limited to architects', aorneys', engineers' and other consultants' fees) incurred in the consideraon of , or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subleng or the presence or use of a Hazardous Su bstance, shall be paid by Lessee upon receipt of an invoice and supporng documentaon therefor. Lessor's consent to any act, assignment or subleng shall not constute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then exisng Default or Bre ach, except as may be otherwise speciﬁcally stated in wring by Lessor at the me of such consent. The failure to specify herein any parcular condion to Lesso r's consent shall not preclude the imposion by Lessor at the me of consent of such further or other condions as are then reasonable with reference to the parcular maer for which consent is being given. In the event that either Party disagrees with any determinaon made by the other hereunder and reasonably requests the reaso ns for such determinaon, the determining party shall furnish its reasons in wring and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 Execuon .. The Guarantors, if any, shall each execute a guaranty in the form most recently p ublished by AIR CRE. 37.2 Default .. It shall constute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execuon of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in th e case of a corporate Guarantor, a cerﬁed copy of a resoluon of its board of directors authorizing the making of such guaranty, (b) current ﬁnancial statements, (c) an Estoppel Cerﬁcate, or (d) wrien conﬁrmaon that the guaranty is sll in eﬀect. 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the coven ants, condions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premi ses during the term hereof. 39. Opons. If Lessee is granted any opon, as deﬁned below, then the following provisions sh all apply. 39.1 Deﬁnion .. " Opon " shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of ﬁrst refusal or ﬁrst oﬀer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of ﬁrst oﬀer to purchase or the right of ﬁrst refusal to purchase the Premises or other property of Lessor. 39.2 Opons Personal To Original Lessee .. Any Opon granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of t he Premises and, if requested by Lessor, with Lessee cerfying that Lessee has no intenon of thereaer assigning or subleng. 39.3 Mulple Opons .. In the event that Lessee has any mulple Opons to extend or renew this Le ase, a later Opon cannot be exercised unless the prior Opons have been validly exercised. 39.4 Eﬀect of Default on Opons .. (a) Lessee shall have no right to exercise an Opon: (i) during the period commencing with the g iving of any noce of Default and connuing unl said Default is cured, (ii) during the period of me any Rent is unpaid (without regard to whether no ce thereof is given Lessee), (iii) during the me Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more noces of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Opon. (b) The period of me within which an Opon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Opon because of the provisions of Paragraph 39.4(a) .. (c) An Opon shall terminate and be of no further force or eﬀect, notwithstanding Lessee's due a nd mely exercise of the Opon, if, aer such exercise and prior to the commencement of the extended term or compleon of the purchase, (i) Lessee fails to pay Rent for a period of 30 days aer such Rent becomes due (without any necessity of Lessor to give noce thereof), or (ii) if Lessee commits a Breach of t his Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does n ot include the cost of guard service or other security DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 17 of 19 measures, and that Lessor shall have no obligaon whatsoever to provide same. Lessee assumes all responsibility for the protecon of the Premises, Lessee, its agents and invitees and their property from the acts of third pares. 41. Reservaons. Lessor reserves the right: (i) to grant, without the consent or joinder of Le ssee, such easements, rights and dedicaons that Lessor deems necessary; (ii) to cause the recordaon of parcel maps and restricons; and (iii) to create and/ or install new ulity raceways, so long as such easements, rights, dedicaons, maps, restricons, and ulity raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to eﬀectuate such rights. 42. Performance Under Protest. If at any me a dispute shall arise as to any amount or sum of mon ey to be paid by one Party to the other under the provisions hereof, the Party against whom the obligaon to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to ins tute suit for recovery of such sum. If it shall be adjudged that there was no legal obligaon on the part of said Party to pay such sum or any part thereof, said Party s hall be entled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not iniate suit for the recovery of sums paid "under pr otest" within 6 months shall be deemed to have waived its right to protest such payment. 43. Authority; Mulple Pares; Execuon. (a) If either Party hereto is a corporaon, trust, limited liability company, partnership, or similar enty, each individual execung this Lease on behalf of such enty represents and warrants that he or she is duly authorized to execute and deliver this Le ase on its behalf. Each Party shall, within 30 days aer request, deliver to the other Party sasfactory evidence of such authority. (b) If this Lease is executed by more than one person or enty as "Lessee", each such person or e nty shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such doc ument. (c) This Lease may be executed by the Pares in counterparts, each of which shall be deemed an or iginal and all of which together shall constute one and the same instrument. 44. Conﬂict. Any conﬂict between the printed provisions of this Lease and the typewrien or han dwrien provisions shall be controlled by the typewrien or handwrien provisions. 45. Oﬀer .. Preparaon of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an oﬀer to lease to the other Party. This Lease is not intended to be binding unl executed and delivered by all Pares hereto. 46. Amendments. This Lease may be modiﬁed only in wring, signed by the Pares in interest at the me of the modiﬁcaon. As long as they do not materially change Lessee's obligaons hereunder, Lessee agrees to make such reasonable non - monetary modiﬁca ons to this Lease as may be reasonably required by a Lender in connecon with the obtaining of normal ﬁnancing or reﬁnancing of the Premises. 47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48. Arbitraon of Disputes. An Addendum requiring the Arbitraon of all disputes between the Par es and/or Brokers arising out of this Lease is is not aached to this Lease. 49. Accessibility; Americans with Disabilies Act. (a) The Premises: 50. Rent Adjustment : See Rent Adjustment Addendum .. 51. Rent abatement : The Base Rent for the third and forth ( 3 rd & 4 th ) month of the l ease t erm s hall be abated, but subject to inducement recapture in the event of a tenant default per paragraph 13.3 .. 5 2 .. Tenant Improvement Allowance (TIA) : The Lessor will provide the Lessee a TIA equal to $ 1.00 SF ($ 140 , 400.00 ) to be used toward the completion of a mutually agreeable scope of work .. The Lessee will provide a scope of work for any work performed and must be approved by the Lessor prior to the work being started .. The Lessor authorizes the Lessee to use its own licensed contractors, provided a certificate of insurance (COI) is prov id ed from each contractor along with the ir scope of wor k .. Th e Lessee will pay the contractor directly .. T o receive reimbursement t he Lessee must provid e the contra c tor's release of liability along wi th their invoicing to the Lessor for up to the TIA .. Any additional TI work must be approved by the Lessor with all the above requirements met .. Lessee must use the TI allowance within the first twelve ( 12 ) months of the lease commencement .. 53. Back - up Generator : T he Lessee shall have the right to install a backup power generator in a mutually agreeable location subject to any applicable city codes and regulations .. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 18 of 19 54. Early Access : T he Lessee shall have access to the Premises /Project by 11 / 1 / 21 , to allow time to install i t ' s furniture, fixtures and e quipment ("Early Access ") .. Such Early Access shall not int erfere with the timely completion of any L essor's work .. Any such Early Ac cess shall be subject to the term s and conditions of the lease (such as providing insurance coverage), except for the obligation to p ay base rent or operating expenses .. 55. T he Lessee has 24 / 7 / 365 access to the building , parking and common areas .. 56. The Lessor shall deliver the Premises to the Lessee broom clean and free of any furniture, fix tures and equipment (“FF&E”) of the prior tenant (except for such FF&E that the Lessee has elected to purchase from S chylling ), all building systems in good working order and repair, and all structura l and foundational components of the Building in sound condition .. 57. Building Signage : The landlord will allow the tenant to install identity and exterior signa g e with landlord 's prior ap proval (design, size and location) and subject to rel e v a nt muni cipal codes, ap proval and permits .. The tenant will be responsible for all costs of installation, removal and restoration .. 5 8 .. Option to Extend : See Option to Extend Addendum .. have not undergone an inspecon by a Cerﬁed Access Specialist (CASp) .. Note: A Cerﬁed Acce ss Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construcon - related access ibility standards under state law. Although state law does not require a CASp inspecon of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspecon of the subject premises for the occupancy or potenal occupancy of the lessee or tenant, if requested by the lessee or tenant. The pares shall mutually agree on the arrangements for the me and manner of the CASp inspecon, the payment of the fee for the CASp in specon, and the cost of making any repairs necessary to correct violaons of construcon - related accessibility standards within the premises. have undergone an inspecon by a Cerﬁed Access Specialist (CASp) and it was determined that th e Premises met all applicable construcon - related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a c opy of the inspecon report at least 48 hours prior to execung this Lease and agrees to keep such report conﬁdenal. have undergone an inspecon by a Cerﬁed Access Specialist (CASp) and it was determined that th e Premises did not meet all applicable construcon - related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that i t received a copy of the inspecon report at least 48 hours prior to execung this Lease and agrees to keep such report conﬁdenal except as necessary to complete rep airs and correcons of violaons of construcon related accessibility standards. In the event that the Premises have been issued an inspecon report by a CASp the Lessor shall prov ide a copy of the disability access inspecon cerﬁcate to Lessee within 7 days of the execuon of this Lease. (b) Since compliance with the Americans with Disabilies Act (ADA) and other state and local acce ssibility statutes are dependent upon Lessee's speciﬁc use of the Premises, Lessor makes no warranty or representaon as to whether or not the Premises comply w ith ADA or any similar legislaon. In the event that Lessee's use of the Premises requires modiﬁcaons or addions to the Premises in order to be in compliance wit h ADA or other accessibility statutes, Lessee agrees to make any such necessary modiﬁcaons and/or addions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIM E THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WI TH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID IN VESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCT URAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF T HE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE L EASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The pares hereto have executed this Lease at the place and on the dates speciﬁed above their resp ecve signatures. Executed at: On: By LESSOR : Adaya Slover Holdings, LLC, a Delaware Executed at: On: By LESSEE : Lulu's Fashion Lounge, LLC, a Delaware DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM MTN - 26.30, Revised 10 - 22 - 2020 Page 19 of 19 limited liability company By: **S - Lessor 1 ** Name Printed: Amr Tannir Title: VP Phone: Fax: Email: By: **S - Lessor 2 ** Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: limited liability company By: **S - Lessee 1 ** Name Printed: Crystal Landsem Title: Co - President & CFO Phone: Fax: Email: By: **S - Lessee 2 ** Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: BROKER Cushman & Wakefield/Meridian Group, Ltd .. An: Chuck Beldon/Kyle Kehner, Amr Tannir Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License # : 00616335 Agent DRE License # : 00844840 / 01239566 / 01007962 BROKER Savi An: Steve Walbridge/Matt Brainard Title: Address: Phone: Fax: Email: Federal ID No.: Broker DRE License # : 00388260 Agent DRE License # : 00821038 / 01267600 AIR CRE * hps: //www. aircre. com * 213 - 687 - 8777 * contracts@aircre. com NOTICE: No part of these works may be reproduced in any form without permission in wring. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM RA - 7.03, Revised 10 - 22 - 2020 Page 1 of 2 RENT ADJUSTMENT(S) STANDARD LEASE ADDENDUM Dated: September 3 , 2021 By and Between Lessor: Adaya Slover Holdings, LLC, a Delaware limited liability company Lessee: Lulu's Fashion Lounge, LLC, a Delaware limited liability company Property Address: 3951 E .. Earlstone Street, Ontario CA 91761 (street address, city, state, zip) Paragraph: 50 A. RENT ADJUSTMENTS The monthly rent for each month of the adjustment period(s) speciﬁed below shall be increased usin g the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately) I. Cost of Living Adjustment(s) (COLA) a. On (Fill in COLA Dates) : the Base Rent shall be adjusted by the change, if any, fro m the Base Month speciﬁed below, in the Consumer Price Index of the Bureau of Labor Stascs of the U. S. Department of Labor for (select one) : CPI W (Urban Wage Earners and Clerical Workers) or CPI U (All Urban Consumers), for (Fill in Urban Area) : , All Items ( 1982 - 1984 = 100), herein re ferred to as "CPI". b. The monthly Base Rent payable in accordance with paragraph A. I. a. of this Addendum shall be c alculated as follows: the Base Rent set forth in paragraph 1.5 of the aached Lease, shall be mulplied by a fracon the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) speciﬁed in paragraph A. I. a. above during which the adjustment is to take eﬀect, and the denom inator of which shall be the CPI of the calendar month which is 2 months prior to (select one) : the ﬁrst month of the term of this Lease as set forth in paragraph 1.3 ("Base Month") or (Fill in Other "Base Month") : .. The sum so calculated shall constute the new monthly Base Rent hereunder, but in no ev ent, shall any such new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the Base Rent adjustment. c. In the event the compilaon and/or publicaon of the CPI shall be transferred to any other gov ernmental department or bureau or agency or shall be disconnued, then the index most nearly the same as the CPI shall be used to make such calculaon .. In the event that the Pares cannot agree on such alternave index, then the maer shall be submied for decision to the American Arbitraon Associaon in a ccordance with the then rules of said Associaon and the decision of the arbitrators shall be binding upon the pares. The cost of said Arbitraon shall be paid eq ually by the Pares. II. Market Rental Value Adjustment(s) (MRV) a. On (Fill in MRV Adjustment Date(s) : the Base Rent shall be adjusted to the "Market Re ntal Value" of the property as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above, the Pares shal l aempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached within thirty days, then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establ ish the new MRV within the next 30 days. Any associated costs will be split equally between the Pares, or (b) Both Lessor and Lessee shall each immediately make a reasonable determinaon of the MRV and su bmit such determinaon, in wring, to arbitraon in accordance with the following provisions: (i) Within 15 days thereaer, Lessor and Lessee shall each select an independent third party appr aiser or broker ("Consultant" - check one) of their choice to act as an arbitrator (Note : the pares may not select either of the Brokers that was involved in negoang the Lease) .. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a deci sion as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submied MRV is the closest thereto. The decision o f a majority of the arbitrators shall be binding on the Pares. The submied MRV which is determined to be the closest to the actual MRV shall thereaer be used by th e Pares. (iii) If either of the Pares fails to appoint an arbitrator within the speciﬁed 15 days, the ar bitrator mely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Pares. (iv) The enre cost of such arbitraon shall be paid by the party whose submied MRV is not sele cted, i. e. , the one that is NOT the closest to the actual MRV. 2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparabl e market transacons which shall include, but not be limited to, rent, rental adjustments, abated rent, lease term and ﬁnancial condion of tenants. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than the rent payable for th e month immediately preceding the rent DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM RA - 7.03, Revised 10 - 22 - 2020 Page 2 of 2 adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new MRV will become the new "Base Rent" for the purpose of calculang any further Adjustmen ts, and 2) the ﬁrst month of each Market Rental Value term shall become the new 'Base Month' for the purpo se of calculang any further Adjustments. III. Fixed Rental Adjustment(s) (FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On (Fill in FRA Adjustment Date(s)) : The New Base Rent shall be: 12 / 1 / 2022 $ 167 , 918.40 12 / 1 / 2023 $ 174 , 635.14 12 / 1 / 2024 $ 181 , 620.54 12 / 1 / 2025 $ 188 , 885.36 12 / 1 / 2026 $ 196 , 440.78 12 / 1 / 2027 $ 204 , 298.41 12 / 1 / 2028 $ 212 , 470.35 B. NOTICE Unless speciﬁed otherwise herein, noce of any rental adjustments, other than Fixed Rental Adjus tments, shall be made as speciﬁed in paragraph 23 of the Lease. C. BROKER'S FEE The Brokers shall be paid a Brokerage Fee for each adjustment speciﬁed above in accordance with par agraph 15 of the Lease or if applicable, paragraph 9 of the Sublease. AIR CRE * hps: //www. aircre. com * 213 - 687 - 8777 * contracts@aircre. com NOTICE: No part of these works may be reproduced in any form without permission in wring. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM OE - 6.02, Revised 10 - 22 - 2020 Page 1 of 2 OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated: September 3 , 2021 By and Between Lessor: Adaya Slover Holdings, LLC, a Delaware limited liability company Lessee: Lulu's Fashion Lounge, LLC, a Delaware limited liability company Property Address: 3951 E .. Earlstone Street, Ontario CA 91761 (street address, city, state, zip) Paragraph: 58 A. OPTION(S) TO EXTEND: Lessor hereby grants to Lessee the opon to extend the term of this Lease for one ( 1 ) addiona l sixty ( 60 ) month period(s) commencing when the prior term expires upon each and all of the following terms and condions: (i) In order to exercise an opon to extend, Lessee must give wrien noce of such elecon to Lessor and Lessor must receive the same at least nine ( 9 ) but not more than twelve ( 12 ) months prior to the date that the opon period would comme nce, me being of the essence. If proper noﬁcaon of the exercise of an opon is not given and/or received, such opon shall automac ally expire. Opons (if there are more than one) may only be exercised consecuvely. (ii) The provisions of paragraph 39, including those relang to Lessee's Default set forth in par agraph 39.4 of this Lease, are condions of this Opon. (iii) Except for the provisions of this Lease granng an opon or opons to extend the term, al l of the terms and condions of this Lease except where speciﬁcally modiﬁed by this opon shall apply. (iv) This Opon is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee except to a su ccessor entity as defined by 12.2 ( h ) and only while the original Lessee or such successor entit y is in full possession of the Premises and without the intenon of thereaer assigning or subleng. (v) The monthly rent for each month of the opon period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately) I. Cost of Living Adjustment(s) (COLA) a. On (Fill in COLA Dates) : the Base Rent shall be adjusted by the change, if any, fro m the Base Month speciﬁed below, in the Consumer Price Index of the Bureau of Labor Stascs of the U. S. Department of Labor for (select one) : CPI W (Urban Wage Earners and Clerical Workers) or CPI U (All Urban Consumers), for (Fill in Urban Area) : .. All Items ( 1982 - 1984 = 100), herein referred to as "CPI". b. The monthly Base Rent payable in accordance with paragraph A. I. a. of this Addendum shall be c alculated as follows: the Base Rent set forth in paragraph 1.5 of the aached Lease, shall be mulplied by a fracon the numerator of which shall be the CP I of the calendar month 2 months prior to the month(s) speciﬁed in paragraph A. I. a. above during which the adjustment is to take eﬀect, and the denominator of whi ch shall be the CPI of the calendar month which is 2 months prior to (select one) : the ﬁrst month of the term of this Lease as set forth in paragraph 1.3 ("Base Mon th") or (Fill in Other "Base Month") : .. The sum so calculated shall constute the new monthly Base Rent hereunder, but in no event, shall any suc h new monthly Base Rent be less than the Base Rent payable for the month immediately preceding the rent adjustment. c. In the event the compilaon and/or publicaon of the CPI shall be transferred to any other gov ernmental department or bureau or agency or shall be disconnued, then the index most nearly the same as the CPI shall be used to make such calculaon .. In the event that the Pares cannot agree on such alternave index, then the maer shall be submied for decision to the American Arbitraon Associaon in a ccordance with the then rules of said Associaon and the decision of the arbitrators shall be binding upon the pares. The cost of said Arbitraon shall be paid eq ually by the Pares. II. Market Rental Value Adjustment(s) (MRV) a. On (Fill in MRV Adjustment Date(s)) 2 / 1 / 2029 the Base Rent shall be adjusted to the "Market Rental Value" of the property as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above, the Pares shal l aempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establ ish the new MRV within the next 30 days. Any associated costs will be split equally between the Pares, or (b) Both Lessor and Lessee shall each immediately make a reasonable determinaon of the MRV and su bmit such determinaon, in wring, to DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Lessor 1 ** **I - Lessee 1 ** **I - Lessor 2 ** **I - Lessee 2 ** INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM OE - 6.02, Revised 10 - 22 - 2020 Page 2 of 2 arbitraon in accordance with the following provisions: (i) Within 15 days thereaer, Lessor and Lessee shall each select an independent third party appr aiser or broker ("Consultant" - check one) of their choice to act as an arbitrator (Note : the pares may not select either of th e Brokers that was involved in negoang the Lease) .. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a deci sion as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submied MRV is the closest thereto. The decision o f a majority of the arbitrators shall be binding on the Pares. The submied MRV which is determined to be the closest to the actual MRV shall thereaer be used by th e Pares. (iii) If either of the Pares fails to appoint an arbitrator within the speciﬁed 15 days, the ar bitrator mely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Pares. (iv) The enre cost of such arbitraon shall be paid by the party whose submied MRV is not sele cted, ie. the one that is NOT the closest to the actual MRV. 2) When determining MRV, the Lessor, Lessee and Consultants shall consider the terms of comparabl e market transacons which shall include, but not be limited to, rent, rental adjustments, abated rent, lease term and ﬁnancial condion of tena nts. 3) Notwithstanding the foregoing, the new Base Rent shall not be less than 104 % of the rent payab le for the month immediately preceding the rent adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new MRV will become the new "Base Rent" for the purpose of calculang any further Adjustmen ts, and 2) the ﬁrst month of each Market Rental Value term shall become the new "Base Month" for the purpo se of calculang any further Adjustments. 3 ) Annual rental increases will in no event be less than 104 % of the immediately preceding period .. III. Fixed Rental Adjustment(s) (FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On (Fill in FRA Adjustment Date(s)) : The New Base Rent shall be: IV. Inial Term Adjustments The formula used to calculate adjustments to the Base Rent during the original Term of the Lease sha ll connue to be used during the extended term. B. NOTICE: Unless speciﬁed otherwise herein, noce of any rental adjustments, other than Fixed Rental Adjus tments, shall be made as speciﬁed in paragraph 23 of the Lease. C. BROKER'S FEE : The Brokers shall be paid a Brokerage Fee for each adjustment speciﬁed above in accordance with par agraph 15 of the Lease or if applicable, paragraph 9 of the Sublease. AIR CRE * hps: //www. aircre. com * 213 - 687 - 8777 * contracts@aircre. com NOTICE: No part of these works may be reproduced in any form without permission in wring. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Guarantor 1 ** **I - Guarantor 2 ** ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM GR - 3.22, Revised 10 - 22 - 2020 Page 1 of 2 GUARANTY OF LEASE WHEREAS, Adaya Slover Holdings, LLC, a Delaware limited liability company , hereinaer "Lesso r", and Lulu's Fashion Lounge, LLC, a Delaware limited liability company , hereinaer "Lessee", are a bout to execute a document entled "Lease" dated September 3 , 2021 concerning the premises commonly known as (st reet address, city, state, zip) 3951 E .. Earlstone Street, Ontario CA 91761 wherein Lessor will lease the premises to Lessee, and WHEREAS, Lulu's Fashion Lounge Holdings, Inc .. , a Delaware Corporation hereinaer "Guarantors" have a ﬁnancial interest in Lessee, and WHEREAS, Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor thi s Guaranty of Lease. NOW THEREFORE, in consideraon of the execuon of said Lease by Lessor and as a material induceme nt to Lessor to execute said Lease, Guarantors hereby jointly, severally, uncondionally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the faithful and prompt performance by Lessee of each and every one of the terms, condions and covena nts of said Lease to be kept and performed by Lessee. It is speciﬁcally agreed by Lessor and Guarantors that: (i) the terms of the foregoing Lease may be modiﬁed by agreement between Lessor and Lessee, or by a course of conduct, and (ii) said Lease may be assigned by Lessor or any assignee of Lessor without the consent of or noce to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modiﬁed. This Guaranty shall not be released, modiﬁed or aﬀected by the failure or delay on the part of Le ssor to enforce any of the rights or remedies of the Lessor under said Lease. No noce of default by Lessee under the Lease need be given by Lessor to Guarantors, it being spec iﬁcally agreed that the guarantee of the undersigned is a connuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guaran tors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity. Lessor shall have the right to proceed against Guarantors following any breach or default by Lessee under the Lease without ﬁrst proceeding against Lessee and without previous noce to or demand upon either Lessee or Guarantors. Guarantors hereby waive (a) noce of acceptance of this Guaranty. (b) demand of payment, presen taon and protest, (c) all right to assert or plead any statute of limitaons relang to this Guaranty or the Lease, (d) any right to require the Lessor to proc eed against the Lessee or any other Guarantor or any other person or enty liable to Lessor, (e) any right to require Lessor to apply to any default any security depo sit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogaon that Guarantors may have against Lessee. Guarantors do hereby subordinate all exisng or future indebtedness of Lessee to Guarantors to the obligaons owed to Lessor under the Lease and this Guaranty. If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligaons hereunder. The obligaons of Lessee under the Lease to execute and deliver estoppel statements and ﬁnancial s tatements, as therein provided, shall be deemed to also require the Guarantors to provide estoppel statements and ﬁnancial statements to Lessor. The failu re of the Guarantors to provide the same to Lessor shall constute a default under the Lease. The term "Lessor" refers to and means the Lessor named in the Lease and also Lessor's successors and assigns. So long as Lessor's interest in the Lease, the leased premises or the rents, issues and proﬁts therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquision by Guarantors of the Lessor's interest shall aﬀect the connuing obligaon of Guarantors under this Guaranty which sha ll nevertheless connue in full force and eﬀect for the beneﬁt of the mortgagee, beneﬁciary, trustee or assignee under such mortgage, deed of trust or assignment and their successors and assigns. The term "Lessee" refers to and means the Lessee named in the Lease and also Lessee's successors and assigns. Any recovery by Lessor from any other guarantor or insurer shall ﬁrst be credited to the poron of Lessee's indebtedness to Lessor which exceeds the maximum liability of Guarantors under this Guaranty. No provision of this Guaranty or right of the Lessor can be waived, nor can the Guarantors be relea sed from their obligaons except in wring signed by the Lessor. Any ligaon concerning this Guaranty shall be iniated in a state court of competent jurisdico n in the county in which the leased premises are located and the Guarantors consent to the jurisdicon of such court. This Guaranty shall be governed by the laws o f the State in which the leased premises are located and for the purposes of any rules regarding conﬂicts of law the pares shall be treated as if they were all re sidents or domiciles of such State. In the event any acon be brought by said Lessor against Guarantors hereunder to enforce the obliga on of Guarantors hereunder, the unsuccessful party in such acon shall pay to the prevailing party therein a reasonable aorney's fee. The aorney's f ee award shall not be computed in accordance with any court fee schedule, but shall be such as to full reimburse all aorneys' fees reasonably incurred. If any Guarantor is a corporaon, partnership, or limited liability company, each individual exe cung this Guaranty on said enty's behalf represents and warrants that he or she is duly authorized to execute this Guaranty on behalf of such enty. Signa tures to this Guaranty accomplished by means of electronic DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

**I - Guarantor 1 ** **I - Guarantor 2 ** ________ ________ INITIALS INITIALS © 2017 AIR CRE. All Rights Reserved. Last Edited: 9/30/2021 3:45 PM GR - 3.22, Revised 10 - 22 - 2020 Page 2 of 2 signature or similar technology shall be legal and binding. If this Form has been ﬁlled in, it has been prepared for submission to your aorney for his appro val. No representaon or recommendaon is made by AIR CRE, the real estate broker or its agents or employees as to the legal suﬃciency, legal eﬀect, or ta x consequences of this Form or the transacon relang thereto. GUARANTORS Lulu's Fashion Lounge Holdings, Inc .. , a Delaware Corporation Executed At: On: By: **S - Guarantor 1 ** Name Printed: Title: Address: By: **S - Guarantor 2 ** Name Printed: Title: Address: AIR CRE * hps: //www. aircre. com * 213 - 687 - 8777 * contracts@aircre. com NOTICE: No part of these works may be reproduced in any form without permission in wring. DocuSign Envelope ID: 92D31D76-F536-4279-B29D-0EDB862D3E78

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Legalese
Litigous
Readability	H.S. junior Avg

Lulu's Fashion Lounge (LVLU) 10-Q2022 Q1 Quarterly report

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