OFFICE LEASE

Betweea

DOUGLAS EMME'IT 2008, LLC, a Delawan limited liability company

uLaadlonl

and

B.R.A.T, ENTEllTAINMltNT, INC~ a Calll'nrnla corponlloa

uTenaat

Dated

December 3, 2008

1nsov .... ,a.Jt.A.T.~---.ino.1.u,o_.,.,,,2ooa t Exhibit "A "

I.I

1.4

1.4

2.1

3.1

3.3

3.7

4.1 4.2

6.1

16.1.

20.5

20.25

21.1

• OFFICE LEASK

Date: BASIC LEASE INFORMATION

December 3, 2008 Landlord:

Tenant:

Premises:

Renlable Area of Premises: Usable Area of Premises:

Term:

Anticipated Commencement Date:

Anticipated Expiration Date:

Fixed Monthly Rent: Fixed Monthly Rent Increase:

Date of First lncrw;e:

Frequency oflnaeue: Security Deposit:

Tenant's Share: Bue Year f.or Operating Expenses: Use of Premises:

Terumt's Address for Notices:

Before the Commern:ement Date:

Ailer the Commencement Date:

Tenant's Billing Address:

Contact:

Landlord's Address for Notices:

Broker:

Guarantors:·

Parking Permlts:

DOUGLAS EMMETT 2008, LLC, a Dclaw= limited Uat\ility company B.R.A. T. I!NTERT A!NMENT, INC., a California corporation

15250 Vontura Boulevard, Suite 402

-Shennan Oaks, California 91403

Approximately 1,254 square feet

Approximately 1,050 square feet

Six (6) years (aa modified by Section 2.1)

Fcbiuary I, 2009 (as modified by Section 2.1)

January 31, 2015_ (aa modified by Section 2.1)

$3,385.80

Pou, pe,cent ( 4%) per annum

Fd>ruuy I, 2010 (as mcdilied by Sectionsl.l and 3.3)

Anrmally $4,119.34

1.07%

2009 General office use consistent with the operation or a first-class office building in 1he Sherman Dab area

15260 Venmra Boultrud, Suite 1240

Shennan Oaks, California 91403

I 5250 Ventura Boulenrd, Suite 402

Shennan Oaks, Califi>rnia 91403 15250 Veopira Boulevard, Suite 402

Shennan Oaks, Califurnia 91403

Andrew PunnolI

Douglas Emmett 2008,.LLC c/o Douglas l!mmcu Management, LLC Diiector of Property Management 808 Wilshire Boulevard, Suile 200 · Santa Monica, California 90401

Donglu Bmmett Management, Inc. 808 Wilsbin: Boulevard, Suile 200 San1'l Monica, Califurnia 90401

Diversified Lending Group, Inc., a California ~rporation .

Suwme Appel.an individual Karen O'Callagl1an, an individual

Thn:c (3) permits for unreserved spaces

.....,. a, not,d ,,.,...,6tlo,,, /1,afi>nac>lnl Bo,te Lean I'!('""°""" ~ ....., ~ Info mw1 mado • pa,1 of 11>1, i..o.. !!>e Sec:ffolt ~ tll ilie lqt morgla of the Basic /AGff hiformotlOlt uilts sota, to indka "' fflCh refue,ce inltlaU1 appears l,s fhfs lAOSf ~ · ~ • sp«:iflMI huwinbdaw, melt ·n,c1i ref~ iff lldi ,-~i,,iv, .. dtall tnoorponri. tlM appltcoble Bade !Md lttfot,ndtoft. "°"""· in the 4\oent' of a,ry a»t{lid. bdWftn any ¥rMCC ht tit« ~ Lea# lnfarmatUM and tha -fie _of ......... 0.. ..,,db,gof thl, leaa """' -""'·

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ARTICLE

ARTICLE 1

ARTICLE2

ART!CLEJ

ARTJCLE4

ARTICLES

ARTICLE.6

ARTI~7

ARTICLES

ARTICLE9

• OFFICE LEASE

TABLE OP CONTENTS PAGE

DEMISE OF PREMISES .............................................................................................. !

COMMENCEMENT DATE AND TERM .................................................................... 2

PAYMENT OF RENT, LATE CHARGE ..................................................................... 3

ADDmONAL RENT ................................................................................................... s BTHICS .............................................................. · ......................................................... &

USE OF PREMISES .......................................................... : .......................................... &

CONDITION UPON VACATING & REMOVAL OF PROl'ERT;( ............................. 9

trrlLITIES AND SERVICES ..................................................................................... 10

TENANT'S INDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABll.ITY ............................................ ____ ............................................ 12

ARTICLE 10 COMPLIANCE WITH LAWS ................................ ---................................... 13

ARTICLE I I ASSIGNMENT AND SUBLE1TING ......................................................................... 13

ARTICLE 12 MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR ALTERATION ........................................................................................... 16

ARTICLE 13 CONDEMNATION ..... ; ......................................................................... '. .................... 20

ARTICLE 14 MORTGAGB·SUBORDINATION; ATTORNMl!NT AND MODIFICATION OF LBASE ....................................................................................................................... 21

ARTICLE 15 ESTOPPEL CERTIFICATl!S ..................................................................................... 21

ARTICLE 16 NOTICES ................................................................................................................... 22

ARTICLE 17 DEFAULT AND LANDLORD'S OYrION TO CURE ............................................... 22

ARTICLE 18 DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC .................. : .............. 24

ARTICLE 19 INSURANCE ........................................................................................................... ,.2S

ARTICLE 20 MISCELLANEOUS .................. , ................................................................ , ............... 27

ARTICLE 21 PARXINO ............................................................................................................ · .· ... 30

ARTICLE 22 CONCIERGE SER.VICES ...... , ................................................................................... 30

EXHIBITS A- Premises Plan B - Improvement Conslruction Agreement B-1 - Con&tructibn by Tcnanl During Torm C - Rules and Regulations D - Finl Amendment- Mernonmdum of Lease Tmn Dates and Rent B - Guaranty ofLeaso F - Asbestos Rider

15250 VCIIIUraJ 8.ll.A.T. Pmataillllldd, IIIC./ AS/~ l, 200I

iii , .....

• OFFICE-LEASE .

This orrice Leue (this "Leaso"l, dated December J, 2008, is by and between DOUGLAS EMME'IT 2008, LLC, a Dela.were limit.d liability company iL&ndlord"), with an office at 808 Wilshira Boulevard, Suiie 200, Santa Monica, California 90401, and B.R.A. T. ENTERTAINMENT, INC., a Califcmia corporation iTonant''), with an office al 15260 Vr.nlllra Boulevard, Suite 1240, She,man Oaks, C&lif'omia 91403.

ARTICLE1 DEMISE 01!' PBDUSES

Soctloo 1.1. Demise. Subjcct to the covenants and agreements contained in this Lease, Landlord leases to Tenant and Tenant hires from Landlord, Suite Number 402 (the "Premises") on the fourth (46) floor, in the building located al_lS2S0 Venlllra Boulevard, Sherman Oaks, California 91403 (the "Building"). The configuration of the Premises is shown on Exhibit A. alladled hereto and made a part hereof by relerence. .

Tenant acknowledges that it has made its own inspectiOII of and inquiries reprding the Premises, which are already improved. Tbcrefbre, except for tho improvements to be completed by Landlord's contractor pursuant to Exhibit B, attache<I ll=to and made a part hereof by retiorence, Tenant accepts the Premises in their "u-is" condition. Tenant further acknowledges that Landlord hu made no repreaentalion or warranty. eapraas or implied, except u are contained in this Lease and its Exhibits, r,,garding the condition. suitability or usability · of the Promisos or the Building for the purpoaea intended by Tenant.

Tbe Building. the Building's parking faciliti""- any outside plaza areas. land and other improvements surrounding the Buildins which are dcsignatod. from limo to time by Landlord u Common Areas appwtenu,t to or servicing the Building. and the land upoo wbich any of the fun:going are situated, are herein sometimes collcctively refmed to u the "Real Property", · Sectloa 1.2. Teaaat•, Non-:hclulfve u.._ Subjcct to the c:oolingencies contained herein, Tenant is · granted the nonexclusive use of the common corridors and hallways, stairwells, elevators, restroom,, parlting fitcillties, lobbies and other public or Common Areas loClled on the Real Property (collectively, "Common Arau"). However, the manner in which such public and Common Areas are maintained ,nd operated shall be al the reasonable dllcretion of LandlorO,.and Tenant's use thereof shall be subject to

· such reasonable and non-discriminatory rules, r,,gulalion, and restrictions u Landlord may make front time to time. Sectloa 1.3. Landlord'• Relenatlota of Rlpts. Landlord specifically reserves to itself use, control and repair of the strll<:tlnl portion, of all perimeter walls of the Pranises, any balconies, """'- or roo& adjllCCOI to the Pranises {includinJ any flallPOles or other iastallat!ODS on aid walls, balconies, tem,:cs or roots) and any space in and/or adjacenno-ihe Praniaes used for shafts, stairways, pipes, conduits, ducts, msil chutes, conveyon, pneumatic lllbcs, elce1ric or other utilities, sinks, liut rooms or other Building mcilities, and the u.., thereof, u well u acces, thereto through the Pmnisea. Landlord also specificslly reserves to itself the following rights: 1) To designate all sources ftunishing sign painting or lettering; b) To constantly have pus keys to the Premises; c) To grant to anYOl16 the exclusive=· to conduct any particular business or undertaking in the

Building. so long u Landlord's ng of the ssme does not prohibit Tenant's use of the P=ioes for Tenant's Specified Use, u de in Article 6; ·

d) To enter the Premisea at any reasonable lime with reasonable notice (except for emergencies) to inspec~ repair, aller, improve, update or make. additions to the Premises or the Building so long u Tenant's accea to and""" of tho Premises is not materially impaired thereby;

e) During th!> Jut six (6) months oflh~ Term. to exhibit the Pranises to prospective futur,, tenants upon not less than 24 hours prior notice; ·

I) Subje<t to the provisiODS of Article 12. to, at any time, and ftom lime to time. ·whether at Tenant's request or pursuant to governmental ,equirement, "'f>Olr, altt:r, make additions to, imp,ove, or decorate all or &DY portion of the Real Pn,perty, Building or Pmnises al any reasonsblo time with re1SOnable notice {except Co, emergencies), so Jong as Tenant's access to and use of the Premises is not malt:ial1y impaired thereby, In connection thttewith, and without limiting the ga,erality of the foregoing rillbts, Landlord shall specifically have the right to ,emove, altt:r, improve or ubuild all or any part of die lobby of the Building as the same is J>1'""""tly or sball haea!ler be constituted;

g) Subject to the provisions of Article 12, Landlord reserves the right to make altt:ratinns or additions to 01 change the location of elements of the Real Property and any Common Areas appurtenant thereto at any reasonable time with reasonable notice (except for emergencies), so long u Tenant's access to and use of the Premises is not materially impaired thereby; and/or

h) To tal<e such other actions as may reasonably be necess,uj when the """"' a,e r,,quired to preserve, protect or improve the Pranises, the Building. or Landlord's interest therein at any relSOnablo timo with reasonable notice (exoept for emergencies), so long as Tenant's access to and use of the Premises is not materially impaired thereby. ·

Section 1.4. Area. Landlord and Tenant agrae that the usable ar hu been measur,,d using the June, 1996 standsrds published b Association iBOMA "), as a guideline, and that LandlOTd is uti

U:150 Vmiura / 8.I.A T. Eulertli--. lac. J AS /o-.t,m, J, 200I

I.

(the "Usable Area") of the Premises Building Owners'· and Managers' deemed add-on factor of 19.42%

fuill'

• • ' to compute the reniable area (the "Rcnlable Arca'1 of the PrcmiseL Rentablc Arca herein is calculated as Ll942 tlmcs tho cs!imated Usable Area, regardless of what tho actual square footage of the Coml1\<Jn Areas of the Building may be, and whether or not they are mono or less than 19,42% of the total ostimaled Usable Arca of tho Building. Tho ~urpose of this calculation is solely to provide a general basis for comparison and pricing of this space In rcladon to other spaces in the markot arcL

Landlord and Tenant further agree that oven if tho Rcntilblo or Usable Area of the Preniisca and/or tho total Building Arca arc llfel: determined to be more or loss than tho figures ststed herein, for all purposes of tho Lease, the figures stated heroin shall bo conclusively deemed to bo the actual Rentable or Usable . Area of the Premises, as the case may bo-Scctioa 1.5. Quiet Enjoyment. Contingent upon Tenant keopi11& observing and performing all of tho covcnantll, agn,cments, icrms, provisions and conditions of this Lease on its part to bo kepi, obsezyed and pcrfimned, and subject to the limillltions imposed under. Article 14 of this Lease, Tenant shall lawfully and quietly hold, occupy and enjoy the Pnomises during tho Term. Sectlo• 1-6. No Light, Air or View Easement. ArrJ diminution or shutting off of light, air or vitw by any sttucture which is now or may hcnoaftor bo cn,cted·on lands adja=t to the Building shall in no way a1li:c:t this Lease or imposo any liability on Landlord. Noioo, dust or vibration or other ordinary incidcn!s to new coostruction of improvcmmts on lands adjaocnt to the Building, whether or not by L8ndlord, shall in no way arr.ct this Lease or imposo any liability on Landlotd. Sedloa ·1,7. Reloutloa. Landlord shall have tho one-thne right at any time, except during the last six (6) mmtlls of the Tenn, and - giving Tenant a minimum of ninety (90) days' prior written notice, to: a) provide and furnish Tenant with space clsewbcro in the Building of approximately the same size,

views, intemal configuration and quality of tenant improvements and finishes u the Pnomiscs (the "Substitute Premises"), and

b) relocale Tenant to such S$stitutc Premises. Landlord shall pay all reasonable costs and ~ incumd u a nosult of such relocation (including.

without limitation, (i) Tenant'• reasonable rtprinling costa for announcements, (ii) the costs of replacing Tenant's existing atock of stationery and businesa carda, and (Ill) the costs of relocating Tenant's furniture, fixll>los and equipment [including, wilhout llmi1ation, Tenant's telephone and data cabling· equipmentD. If Landlord movca Tenanl to the Substitute Prcrniscs, each and ovcry term, covenant and condition of this Lease shall ·mna;n in full force and olfeot and be deaned applicable to the Substiwu: Prcmises, as thougb Landlord and Tenant bad entered into an express written amondmcnl of this Lease with r<spoct thereto, exeept thal (i) iftbc approximate rentable square motaae of the Substitute Premises is less than that of the Premises, the Fixed Monthly Rent and Tenant's Sbano of Ope,atlna 13,cpense increases shall be appropriately r<A!uccd or (il) it the _.,xlmatc rentable square footago of tho Substitutl' Prcn1iscs is greater than that of the Premises, the Fixed Monthly Rent and Tenant's Share of Operating ExJ)onsc increases shall bo u set furth in this Lcuo. Landlord shall use comme,cially reasonable eftbrts to cause such relocation to occur o•cr a weekend period. '

lfTenant refuses to pcrmil Landlord to relocate Tenant u specified above, Landlord shall havothe right ta terminate this Lease off'cctive ninety (90) days from the elate Landlord provided Tenant with the original notification of Intent to relocate. · ·

ARTICLEl COMMENCEMENTDATI. AND TERM

Sectloa l.1. Commencement Date aad.T-. The term of this Lease ("Term") shall commcncc the next bu.sinosa day after the date Landlord substantially compldCs the linprovcmonts contemplated under Exhibit B (the "Commencement Date"), and sball encl, unless soonor terminated u othclwisc provided herein, at midnight on the last calendar day of the calendar month which occurs six (6) years afta- the Cornmonccmcnt Date (the "Termination Date"). The ·anticipated Commencement Date is February I, 2009. In the event of any Tenant Delay (u such term is dc!lncd in Exhibit B). in addition to any mha n,mcdi,s available to Landlord under this Lease or applicable law, the Commcnccmont Date shall be the nc:xt. business day after the elate tho Improvements would have ~ substantially completed had no such Tenant Delay occurred. Landlord and Tenant shall promptly oxccute an amendment to this Lease (the "First Amendment") substantially in the form attached hereto u Bxhibil D, confinning the finallzcd Comm,namont Date and Tenn as soon as they arc detamincd. ·

Por pmposes of establishing the Commenccma,t Date, substantlal complelfon shall be dotincd as that point in the construction process when a majority of all of the structural, mcchan.lcal, plumbing and electrical work spccitied homo has boon performed; the paint, carpel, bard flooring materials, and ba.,o Dloldinp, if any, have been Installed, and a majority of the other finish work specified in the Final Plans and Specificadons hu been completed in such a manner that Tenant could, ifit toolc possession of tho Pnomisos, conduct normal business operations in the Promises. .

Tenant's taking possession of the Pnomiscs and/or commencing Tenant's normal business operations in the Promises shall be dc:omcd conclusive evidence that, as of the Commcnccmcnt Date a) Landlord has substantially completed the Improvements, oxcopt for any Punchlist (as such iemt is

defined in Exhibit B atlllcbcd bonoto) items to bo completed as identified on the Punchlist prq,arcd by Landlord pursuant to Bxhibil B; and

b) the Premises arc in good order and repair. lf for any reason, Landlord is unable to deliver possess o tho Premises to Tenant on the

anticipated Commonccrncnt Datt, this Lease shall not be void or le, nor shall Landlord be liable to .

15250 V ... /B.ll.A-T, &ilartaiJaMM. i,,c. / AS /0.:..--J, 200I

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• Tenant for any damage resulting from Landlord's inability w·delivcr such possession. However, Tenant shall not be oblipted to par. tho Fixed Monthly Rent or Additional Rent that Tenant is roquiml to pay pursuant to Section 3.1 until such possession of the-Premises has been delivered to Tenant by Landlord, subject to any Tenant Delay. Except for such delay in the commencement of Rent (but subject to·any acceleration of the Commencement Date as a result of any TtllSllt Delay), Landlord's failuro to give possession on the anticipated Commencement Date shall In no way lft'cct Tenant's obligations hereunder.

If possession of the Premises is not tendered by Lsndlord within seventy-live (75) days after lhc anticipated Commencement. Date, then, subject to any Tenant Delay, Tenant shall have lhe right to terminate this Lease by giving written notice to Landlord within ten (10) days after such failure. Landlord shall have thirty (30) days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay). this Lease shall tonninatc upon a soconcl (2°") written notice from Tenant after such failure to cure. If such notice of tcnnlnation Is not so givm by T(lnltlt within _said ten (10) day thne period, then this Lesso shall continue in full force and e!fcct. . It; cfue lb Fon:c Majeurc, Landlord is unable to tender possession of the Premises within nincly (90) days after the anticipated Commencement Date (but subject to a day for day extension for each day of a Tenant Delay), then this Lease, and the rights and obligations of Landlord and Tenant he{Clllldcr, shall terminate aut0111atically, without further liability by either party to the other, and wilhout fur1hcr

. documentation being required. · Sectioa 2.2. Holdlnc Ovar. If Tenant lilils to deliver possession of the Premises on tbe Tenninallon Date, but holda over after the expiration or earlier termination of this Lease without the oxpress prior written consent of Landlord, such tenancy shall be construed as a tenancy from month-to-month (terminable by either Lsndlord or Tenant upon thirty (30) days' prior written notice to the other provided that, in the event such 30-day notice period expires on any day other than the last calendar .day ofa calendar month, any such month-to-month teoancy shall laminate at midnight on the last calendar day of the calendar month in which such 30-day notice expires) on the same terms and conditions u arc contained herein, c,rcept that the Fixed Monthly Rent payable by Tenant during such period of holding over shall automatically increase u of the Termination Date to an amount equal to one hundred fifty percent (150%) of the Fixed Montbly Rent payable by Tenant for the calendar month Immediately prior to tho date when Tenant commences such holding over (the "Holdover Rent"). Durin,i any period of holding over Tenant shall be obligated to pay Holdover Rent for a full calendar month whether or .not Tenant remains in possession of the Premises for the entire calendar month and there mall be no pro-rata apportionment of Holdover Rent Tenant's payment of such Holdove, Rtat, and Landlord's acceptance thereof, !hall not oonstitutc a waiver by Landlord of any of Landlord's rir,hts or remedies with respect to such holding over, nor shall'it be deemed to be a consent by Landlord to Tenant's continued occupancy or possession of the Premises past the time period covered by Tenant's payment of the Holdover Rent.

Furthermore, if Tenant fails to deliver possession of the Premises to Landlord upon the expiration or earlier termination of this Lease, and Landlord has theretofore notified Tenant in w,jting that Landlord requires possession of the Premises for a succeeding tenant, ·then, in addition to any other liabilities to Landlord accnilng therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all 10111, costs (iricluding reasonable attorneys' fees and. expenses) and liability resulting from such failure, including without limiting 1hc foregoing, any claims made by any succeeding lttlant arising DUI of Tenant's failure to so sumnc, and any lOSl profits to Landlord resulting therefrom.

Notwith.anding the provisions contained hcrcinabovc regarding Tenant's liability for a conlinuing holdover, Landlord lf'ee8 to use commercially reasonable cffor1I to insert into any future lease of another tenant propoSlllg to occupy tho Premises provisions similar to those contained in Section 2.1, pennltting mitigation ofTenant's damages arising out ofTcnani's temponuy holdover. ·

ARTICLE3 PAYMENT 01' l!.ENT, LATE CIIAllGE

Seclloa 3.1. Payment of l'IDd Moathly Rent and Addltloaal Rent. "Rent" shall JJlCIIII: all payments of monies in any form whatsocvor required under the terms and provisions of 1his Lease, and shall consist • • •

a) "Fixed Monthly Rent", which shall be payable in equal monthly installments of$3,385.80; plus b) Additional Rent u provided in Article 4 and elsewhere in this Lease. Sectlo• 3.2. Mana ... of Payment. Tenant shall pay Fixed Monthly 'Rent and Additional Rent immcdlately upon tho SID" bcmrning due and payable, without demand therefor, and without any abatement, set off or deduction whatsoever, except as may be expressly provided in this Lease. Landlord's failure to submit statancota to 'Tenant stating the amount of F~ Monthly Rent or Additional Root then due, including Landlord's failure to provide to Tenant a calculation of the adjustment u rcquirod in Section 3.3 or the Escalation Statc:mcut referred to io Article 4, shall not constitute Landlord's waiver of Tenant's requirement to pay the Rent called for herein. Tcnant's lililurc to pay Additional Rent as provided herein shall constitute a material default equal to Tenant's lililurc to pay Fixed Monthly Rent when due. ·

Rent shall be payable in advance on the fust day of each and every calcru!u month throughout the Term, in lawful money of the United States of <',morica, to Landlord at 15260 Ventura Blvd., Suite 1100, Shennan Oaks. California 91403, or at such other placc(s) as Lan ord designates in writing to Tenant. Tenant's obligation to pay Re~ shall ~n on the Co==::tDate and continue throughout the Term, without abatement, setoff or deduction, oxccpl as o ified hcreinbelow.

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Concurrent with Tenant's execution and delivery to Landlord of this Lease, Tenant shall pay to Landlord the Fixed Monthly Rent due for the first month of the Term. Sectloa 3.3. Fl_nd Moatbly Rent Iner-. Commencing the first calendar day of the thirteenth (13"l calendar month of the Term, and continuing through the last calendar day of the twenl)'-fourlh (24 ") · calendar month of the Tenn, the Fixed Monthly Rent payable by Tenant shall Increase from $3,385.80 per month to $3,S21.23 per month. ·

Commencing the first calendar day of tho twenty-fifth gs'") calendar month of the Term, and continuing through the last calendar day of the thirty-sixth (36j calendar month of the Term, the Fixed Monthly Rmt payable by Tenant shall increase from $3,521.23 per month to $3,662.08 per month.

Commencing the first calendar day of the thirty-seventh p?*) calendar month of the Term, and continuing through the last calendar day of the forty-eighth (48j calendar month of the Term, the Fixed Monthly Rent payable by Tenant shall increase from $3,662.08 per month to $3,808.S6 per month.

Commencing tho first. calendar day of the forty-ninth .{49'") calondar month of tho Tcon, and continuing through the last calendar day of the sixtieth (60j calendar month of.the Tenn, tho Fixed Monthly Rmt payable by Tenant shall increase from $3,808.56 per month to $3,960.91 po,: month.

Commencing tho first calendar day of the sixty-lint (6 I") calendar month of the Term, and continuing throughout the remainder of the initial Torm, tho Fixed Monthly l«nt payable by Tenant shall increase from $3,960.91 per month to $4,119.34 per momh.

Landlord and Tenant shall, in the First Amendmont, continn the actual dates upon which the changes in Fixed Monthly Rent spocitied above shall occur. Sectioe 3,4.. Tenant's ra,...111t of Certala Tana. Tenant shall, within thirty (30) days following Tenant's receipt of subs!Bntialing documentation from Landlord; reimburse Landlord, as Additioaal Rm~ fur any and all taxes, surcharges, lovio,, • nenlll, fees and_ chargea payable by Landlord when: •) Assessed on, measured by, or _reasonably attnlJutable to the cost or value of Tenant's equipmen~

furniture, fixtures and other personal property located in the Premises; b) Assessed on or measurecl by any rent payable hereunclet, including, without llmllation, any gross

income tax, gross receipts tax, or excise tax levied by the City or County of Los Angeles or any other ·governmental body wi!h respect to the receipt of such rent (computed u if such rent were the only income of Landlord), but aolely when levied by tbe appropriam City or County agency in lieu of. or as an adjunct to, such busine.,s license(s}. fees or taxes u would otherwise have been payable by Tenant dircclly to such taxing authorit.:,';

c) Assessed upon or with respect to the possession, leasing. operating. management, maintenance, altaation, _repair, use or ac:cupaney by Tenant of the Premises or any portion thereof; or ·

d) Asseased solely because Landlord and Tmant entered into thla tranaction or executed any document transferring an intaeat In the Primises to Tenant If it becomes unlawtill for Tenant so to reimbune Landlord, the rentr.yable to Landlord under this Lease shall be revised to net Landlord the same ront afler imposition o any such tax as would have boeo payable to Landlord prior to the imposition of anysuch~ · Said taxes shall be due and payable whether or not now customary or within the contemplation of.

Landlord and Tenant Notwithstanding the above, in no event shall the provisions of this Section 3.4 serve to entitle Landlord to reimbursement from Tenant for any federal, -, county or city income tax payable by Landlord or the managing agent of Landlord. · Sectloa 3,5. Certaha Adjnalnleall. re 1) the Commencement Dam occurs on other than January I st ofa calendar year, or the Lease expires or

terminates on other than December 31st of a calendar year; b) the sizo of the Premises changes during a calendar year; or c) any aba-.nt ofFixed Monthly Ron! or Additional J.!,ent occurs during a calendar year, then the amount payable by Tenant or reimbursable by Landlord during such year shall be adjusted proportionately on a daily basis. and the obligation to pay such amount shall survive the e,q,iration or earlier termination of thia Lease.

If the Commencement Dam occurs on other than the first day of a calendar month, or tho Lease expires on a day other than the last day of a calendar mO!llh, 1h<:tl the Pixed Monthly l«nt 8lld Additional Rent payablo by Tenant shall be appropriamly apportioned on a proralll basis for the number of days remaining in the month of the Tenn for which such proration is calculated.

If the amount of Pixed Monthly Rent or Additional Rent due is modified pursuant to the terms of this Loaso, such modification sball take effect the fint day of the calendar month immediately following the date iucb modification would have been scbeduied. Sectloa 3.6, Lato Chari• ud Jntere,t. Tenant acknowledges that late payment by Tenant to Landlord of Pixed Monthly ~ or Additional Rent will cause Landlord to Incur costs not contemplated by this Lease, the exact antount of which are cxtromely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges and late charges that may be imposed on Landlord by the terms of any c:ncumbranco and note secured by any encumbrance covering the Premises. Therefore, if any installment of Fixed Monthly Rent or Additional ent and other payment due from Tenant hereunder is not received by Landlord within live (5) days the date it becomes due, Tenant shall pay to Landlord on demand an additional sum equal to five (5%} of the overdue amount as a late charge. The parties agree that this late charge represents a lilltat<IJreasonable settlement against the

l.5250 Veataa/Blt.A.T. ~IM./ AS/Der.xmblrJ,lQQI

4 Iritid

• costs that Landlord will incur by reason of Tenant's Jato payment. Acceptance of any Jato ""-rge shall not constitute a waiver of Tenant's default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and remedies available lo Landlord.

Every installment ofFlxed Monthly Rent and Additional Rent and any_ other payment duo hereunder . from Tenant to Landlord which is not paid within twelve (12) days a1let the same becomes due and payable shall, In addition lo any Late Charge already paid by Tenant, bear interest at the rato of ten percent (10%) per annum from the date that the same originally became duo and payable until tho date it is paid. Landlord shall bill Tenant for said interest, and Tenant shall pay the same within five (5) days of rocoipt of Landlord's billing. . . · . ,-

Notwithstanding the foregoing, Tenant shall not be assessed any Jato ""-rge for the first late payment in each twelve (12 month period of the Term so long uTonant pays such amount within five (SJ days of Tenant's receipt of notice that such amount has not hem paid. Section 3,7, Security Dopo1lt. Concurrent with Tenant's execution and tendering of this Lease lo Landlord, Tenant shall deposit the sum of $4,119.34 (the "Security Deposit"), which amount Tenant shall thereafter at all times maintain on dcpQsit with Landlord as socurily for Tenant's tull and &ithful observance and performance of its obligatioPS under this Lease (expRllly including, without limitation, the payment as and when due of the Fixed Monthly Rent, Additional Rent and any other sums or damages payable by Tenant hereunder and the eayment of any and all other damages for which Tenant shall be liable by, rcuon of any act or omission contrary lo any of said covcnanto or agreements). LandlOld shall have the right lo commingle the Security Depooit with its g"""'al assets and shall not be obligated to pay Tenant inton:st thereon.

Ir at any time Tenant defiluits in the performance of any of its obligalloPS under this Lease, atter the expiration of notice and the opportunity lo ewe (lf a notice and cure pcdod is provided for under lhis Lease for tho particular dclllult), tboo, Landlord may: · . a) apply u much of the Security Deposit as may he necessary to cure Tenant's non-payment of the

Fixed Monthly Roil\ Additional Rent and/or other sums or damages due from Tenant, including any sumo due under Section 20.26 of this Lease; and/or,

b) if T12181lt is in clefilult of any of the covenants or agroemeQ1I of this Lease; apply so much of the Security Deposit as may be necessary to relmbuno all .,..,...,.. incumd by Landlord In curing snth default; or

c) if the Security Deposit is iJlsufficient to pay tbc SU1l1S specified in Section 3.7 (a.) or (b), clcct to apply · the entire Security Deposit in partial payment thercot: and proceed against Tenant pursuant lo tho .

provisions of Article 17. and Article 18 herein. · Tenant hereby Wlivcs the provisions of Section 1950.7 of the Califomla Civil Code, and all.other

lawr, scstutcs, ordinanceo or other governmental rules, regulations or requircmonts now in force or which may hereafter be enacted or promulgated, which (I) cstsblbb the .time frame by which Landlord must refund a security dopcisit under a ieuc, and/or (ii) provide that Landlord may claim from the Security · Deposit only those sums reasonably necessary to remedy dcfilulcs .in the paymont of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed !bat-Landlord may, in addition, claim those ,urns specified in Article 18 below, and/or thoac sums reuonably -,y to compensate Landlord for any 1011 or damage caused by Tenant's .breach of this Lease or tho acts or omission of Tenant or any Tcaant Party. As used in this I.ease a ''Tenant Party" shall mean Tenant, any crnpl- of Tenant, or any agenJ, authorized represcntativo, design C011sultant or construction manager engaged by or under tbe control of Tenant.

· It: as a result of Landlord's application of any portion or all of the Security Deposit, tbe amount bold by Landlord declines 1o less than $4,119.34, Tenant sbalJ, within 1lftcen (15) days atte, demand thcrc.fi)r, deposit with Landlord additional cash sufficient to bring the then-existing balance bcld as the Security Deposit to the amount specified hrtcinabovc. Tenant's failure lo deposit said amount shall constitute a material brcoch of this r.e-.

At the expiration or earlier termination of this Loaso, Landlord shall do:lllCt from tho Security Deposit being held on behalf of Tenant any unpaid sums, cosls, expenses or damages payable by Tenant pwsuant to the provisions of this Lease; and/or any costs required to cure Tenant's default or performance of any other covenant or agreement of this Leuc, and sbal~ within thirty (30) days after the oxpiralion or carlier termination of this Leuc, return to Tenant, without interest, all or sucb part oflhe Security Deposit as then remains on dopcisit with Landlord.

ARTICLl!:4 ADDfflONAL RENT

Sectioa 4.1. Certain Delialliou. AJJ used in this Lease: •) "Escalation Statement" means a statement bY Landlord; setting forth the amount payable by Tenant or

by Landlord, as the case may be, for a specified calendar year pursuant to this Article 4. b) "Operating !lxponscs" mCIPI the following in a refomiced calendar year, including tho Base Year as

heroinatl<r defined, calcula~ assuming the Building is at least nincly-tive percent (95%) occupied: all costs of management, operation, maintonance, and repair of the Bullding. By way of illustration only, Operating ExpenlCI shall include, but not t,., limited to: management fees

· paid by Landlord, which shall not exceed thoac reasonable and custo in tho geographic area in which the Building is localed; water and sewe, charges; any and all · premiums not otherwise directly payable by Tenant; license, p<nnit and ~on fees; air conditi Di (including repair of same); heat;

152.S0VClllutlBll..A..T.~k/AS/D..._],lOOI

s '".,.

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• light; power and other utilities; s1earo; labor; cleaning and jani\Orial scwices; gulll'.d sorvices; supplies; miterials; equipment and tools. . · .

Operating Expenses shall also include the cost or portion thereof of those capital improvemCll!S made to lhe Building by Landlord duringlhe Tenn: ·

I) lo the extent that such capital improvements reduce other direct expenses, when the same were made to the Building by Landlord after lhe Commencement Date, or

ii) that arc required under any governmental law or regulation that waa not applicable to the Building aa of the Commencement Date. . .

Said capital improvement costs, or the allocable portion thereof (aa referred to in clauses (i) and (ii) above), shall be amortized over the usclill. lite of any such capital improvement pursuant to generally­accepted accounting principles, together with Interest on tlio unamortized balance at the rate of ton percont (10%) per annum.

Operating E,cponseo shall also include all general and special real estale taxes, . increases in assessments or special assessment, and any other ad valorem taxes, rates, leviea and. assessment, paid during a calendar year (or pomon thereof) upon or with ,espect to the Building and the personal property used by Landlord to operate the Building, whether paid to any govommental or quasi-govemmeolll authority, and all taxes specifically imposed in lieu of any such taxes (but excluding taxea refi:rred to in Section 3.4 for which Tenant or other lenantl in th~ Building arc liable) including fees of counsel and expert,, reasonably incurred by, or reimbursable by Landlord in conru:ction with any application for a reduction in lhe assessed valuation of the Building and/or the land thereunder or for a judioial review thereo( (oolltetively "Appeal Fees"}, but solely to the eo<tent that the Appeal Fees result directly in a reduction of taxes otherwiso payable by TottanL · HoW<:Y<r, in no event shall the portion of Operating Expenaes used to calculate any billing to TMlllt attributable to real esl8lc taxes and asseasment, fl>r any expense year be leas than the billing fur real estate taxes and assessments during tho Base Year.

Operating Expenses shall also include, but not be.limited to, the premi111111 for the·ll>Uowing insurance coven~ all-risk, slruc:tural, ~ boiler and machinery, liability, oarthquako and fl>r replacenlent of tenant unprovernents, and fl>r such other coveraSo(s), and at sucl, policy Umlt(s) as Landlord deem, reasonably prudent and/or are required by any lender or ground lessor, whic:11 coverage aod limit, Landlord may, In Landlord's reasonable dismtion, change from time to time. .

If, in any oalendar year following tho Base Year, as defined her?.inbelow (a "Subsequent Year"}, a new expenso itom (e.g., earthquake insurance, concierge services; entry card syslems). is included in. Operating Expenses which wu not included in the Base Year Operating Expenses, then tho cost of suc:11 now item sbalJ be added to the Base Year Operating Bxpenacs for pwposes of determining tho Additional Rent payable under this Artido 4 fur such Subsequent Year. During eac:11 Subsequent Year, tho same amount shall continue to be included in tho oomputation of Operating Expenses for tho Base Year, resulting in each such Subsequent Y eu Operating Expensoo only including the increase in the cost of such new item over the Base Year, u so adjusted. However, ifin any Subsequent Year thoroa.ft«, such new item is not included in Operating Expenses, no such addition shall be made to Base Year Operating Expenses.

Convmely, as reasonably determined by Landlord, when an expense item that waa originally included in the Baso Year Operating Expenses is, in any Subsequent Y oar, no longer included in Operating Expenses, then the cost of such item shall be deleted from the Base Year Operating Expenses for purposes of determining the Additional R=t payable under this Article 4 for such Subsequent Year. The same amounl shall continue to be deleted from the Baae Y oar Operating Expenses foe each Subsequent Y oar thereafter that tho item is not included. However, if such expense item ia apin included in the Operating Expenses fl>r any Subsequent Year, then the amount of said expense item originally included in the Baso Year Operating Expenses shall again be added back to the Base Year Operating Expensea c) Excluslom from Operating Ezl'eua Notwithstanding anything contained Ill the definition of

Operating Expenses as set fl>r!li m Subsection 4,1 (b) of this Lease, Operating Expenses sball not include tho following:'

i. The costs of repairs to· the Building. if and to the extent !hat any such cost, ia actually reimbutl!Od by the insurance carried by Landlord or subject to award under any eminent domain prncoeding; . .

il Depr,ciation, amortimtion and interest payments, ex<.cpt aa specifically permitted herein er except on materials, tools SUpPlies and vendor-type equiinnent purchased by Landlord to enable Landlord to supply serv1ees Landlord might otherw,so contract for with a third party where such depreciation, amortization and interest payment, would otherwiso have, been included in the charge for such third party's services. In such a circumstance, the inclusion of all depreciation, lll'.Dorti2ation and _in_ payments sball be determined pursuant to generally accepted accounting principles, oonsistently applied, . 8l'.00rtir.ed over the reasonably anticipated usclill life of tho capital item for which such amortization, depreciation or interest allocation was calculated;

iii. Marketing costs, including leasing commissions, attorneys' fees incurred in connection with the negotiation and preparation of letters, deal memos, letters of intent, loaaea subleases and/or assignments, space planning costs, and other costs and expenses incurred in oonnection with lease, sublease and/or assignment negotiations d transactions with present or prospective tenants or .other oocupaots of the Building;

152.SO veniura /BJLA. T. ~ J11e. / AS I 0---J, 200I

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• iv. Expenses for services not otlered to Tenant or for which Tenant is charged directly, whether

or not such services or othor benefits aro provided to another tenant or occupant of the Building;

v. Costs incurred due to Landlord's or any tenant oflh• Building's violation, other than Tonan~ of the terms and conditions of any lease or rental agreement in the Building; .

vi. Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the land thereunder,

vii. Costs associated with operating the entity which constitutes Landlord, u the same are distinguished from tho costs of opetation of tho Building. includi!>g partnership accounting and k,gal mattm, costs of defending any lawsuits with any mortgagee (acept u the •cl;lons of Tenant may . be in issue). cos& of selling. syndicating. 6naru:ing. tnortogjng or hypothecating any of Landlord's interest in the Building. costs (including attorneys' fees and costs of settlement judgments and payments in lieu .thoreot) arising from claim1, disputes or potential disputes ,n COMection with potential or actual claims, litigation or arbitration pertaining to Landlord's ownership of the Building;

viii. Leuing advertising and promotional .expenditures, and costs of leasing signs in or on the Building identifying the owner oflh,; Building. or other tenants signs;

fx. Electric, gas or other power costs for which (and only to the extent) Landlord bu been directly reimbursed by another tenant or occupant of the Building. or for which any tenant directly conttacts with the local public service toinpany;

x. Coats, including attomey1' fees and selllemcnt judgmenls and/or payments in lieu ther,of, arising from actual or polaltial claims, disputes, litigation or arbitmion pertaining to Landlord and/or the Building;

xi. Costs incurred with respect to the installation of Tenant's or other oecupant'a improvements or incurred in renovating or otherwise improving. decorating. painting or redecorating v11C111t space for Tenant or other occupants of the Building;

xii. Ta,f penalties and interest inc:umd u a result of Landlord's negligent o, williW fililure to make payments and/,.- to file any inccme tax or informational return(s) when due, unless such non-payment Is due to Tenant's nonpayment of rent;

xiii. Any charitable or political contributions; .xiv. The purcbue or rental price of any sculpture, paintings or other object of art (except for costs

usociated with any common area fountains), whether or not installed in, on or upon the Building;

xv. Co.!IIS of repairs which would have been covered by cuualty insurance but for Landlord's failure to maintain casualty insurance to COYer the replacement value of the Building u required by this Lease; . · .

xvi. Capital expenditures not otherwise permitted hereunder, ind xvii. The assessment or billing of operating expenses that results in Landlord being rebnbunlod

more than one hundted percent (100%) of the total expenses for the calendar year in question. d) "Tenant's Share" means 1.01%.

Section .U. Calculltloa of Tea1at'1 Share of lDfl'"HI In OpentlnJ ~- It commencing with the calendar year 2010, the Operating EJ<pcnses for iny calendar you during the Term, or portion thoroot (including 111,; last calendar year of the Tenn), ba~c Increased ov .. the Operating Expenses for the calendar year 2009 (the "Bue Year;, then within thirty (30) days after Tenant's receipt of Landlord's computation of such increue (an "llscalalion Statement"). Tenant shall pay to Landlord, u Additional Ren~ an amount equal to the product obtained by multiplying such increase by Tenant's Share. .

Landlord may, at o, after the start of any calendar year subsequent to the Bue Year, notify Tenant of .tlu: amount which Landlord estimates Will be Tenant's monthly share of any sur.h increase in Operating Expenses for such calendar year ov .. the Bue You and the amount thereof shall be added to the Fixed Moulbly Rent payments requim to be made by Tenant in such year. JI Teoant's Share of any such increaso in rent payable hereunder u shown on the l!scalation Statement is greater or less than the total amounts actually billed to and paid by Tenant during the year covered by such statement, then within thirty (30) days thereafter, Tenant shall pay in cash any sums owed Landlord or, if applicable, Tenant shall either receive a c:rtdit against any Fixed Monlhly Rent and/or Additional Rent next 8CCl1ling for any sum owed Tenant, or if Landlord's Escalation Statement is rendered after the expiration or earlier termination of this Lease and indicates that Tenant's estimated payments have exceeded the total amount to which Tenant wu obligated, then provided that Landlord is not .owed any other sum by Tenant, Landlord shall issue a cash refund to Tenant within thirty (30) days after Landlord's completion of such Bscalation Statement ·

Section 4.2.l, In the event Tenant disputes the amount of Additional Rent set forth in the Bscalation Statemen~ then Tenant may, within one hundred twenty (120) days after Tenant receives the subject Bscalation Statemen4 engage an independent certified public accountant (which accountant shall be a member of a nationally recognized accounting firm and is not w ricing on a contingency fee buis), designated and· paid for by Ten~ to inspect Landlord's rcco with respect to sucb Escalation Statement at the offices of Landlord where such records are arily maintained or at such other location reasonably selected by Landlord provided that: 15150 V-.ca/B,llA.T. ~be.I AS/o..bcr 3, 200I

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• • a) Tenant is not then in default under this Lease; b) Tenant provides Landlord with written notice of the dispute, which notice shall state with reasonable

particularity the basis fur the dispute, the amount at issue and identifying the accountant engaged or . to be engaged by Tenant;

e) Tenant has paid·all amounts that are required to be paid under the appllcsblo l!scalation Statement; d) Such inspection is conducted during Landlord's eustomary business hours (with such inspection to be

completed within one (I) business day) at tlme(s) reasonably designated by Landlord; e) Ttn1111t·and Tenant's agents shal~ in a writing delivered to Landlonl, agree in advance of such

inspection to follow Landlord's rtaSOnablo rules and procedures regarding inspections of Landlord's r=ds (including. without limitation, no phatooopying); .

I) Prior to any inspection of Landlord's records, Tenant and Tenant's agenll execute a commercially reasonable confidentiality agreement regarding such inspeotlon and deliver an original of the same to Landlord; and

g)' Tenant's Jiiilure to provide written notice to Landlonl in accordance with clause b) above, within one hundred twenty (120) days after Tenant's receipt of the applicable F.scalation Statemeni shall be deemed to be Tenant's approval of such sllltement and, in case of such failwe, Tenant, after the expiration of such one hundred twenty (I 20)-day period, shall have waived ill right to dispute the amounll set forth in such slstemenl In addition, Tenant's right of inspection hmunder shall be . ,._ived in the event Tenant fails to comply with any of the provisions of this Section 4.2.1 in any materi•.1 respec:t.

If, after such inspection, if any, Tenant still disputes such Additional Ren~ a dell:rmination as lo the proper amount shall be made, at Tenant's expense, bY an independent catified public accountant (the "Accountanf') selected by Landlord and subje<t to Tenant's reasonable approval; provided that if such determination by the Accountant proves the! the Operating Expenses (for the Building) wen, overstated in the applicable Escalation Stalemeilt by more than four percent (4%), then the fees and expenses of the Accountant and all other COslS of such detennination shall be paid for by Landlord. However, if the Operating Expenses (for the Building) wen, overstated in the applicable llscalation Stalement by four percent ( 4%) or less, or was in facl understated, the Tenant shall promptly pay the fees and expwea of the Accountant and all other COslS of such determination (Including. wilhout limitalion, the amount of Operating l!xpcoses owed to Landlord as evidencod by the inspection). hr/ r=nciliation of charges set forth in the Escalation Stalom~ which is necessitated by the inspcclion, shall be paid or credited by Tenant or Landlord, as •pPlicable, in accordance with this Section 4.2.1. Tenant hereby acknowledges that Tenant's sole right to inspect Landlord's books and. .records and to contest tho amount of Operating Expenses payabie by Tenant shall be as set forth in this Section 4.2.1 and Tenant hen,by waives any and all other righis pursuant to applicable Jaw lo inspect such books add records and/or to contesl the amount of Operating Expenses payable by Tenant · · .

Sectloa 4.3. Tenant'• Payment of Direct Charge, 11 Additional Rot. Tenant shall promptly and duly pay all costs aod expenses incurred for or in conoeclion with any Tenant Change (as such term is defined in Section 12.12 of this Lease) or Tenant Service (as such term is defined in Section 8.10 of this Lease), and discharge any· mechanic's or other lien crested against the Plomises, Building or the Real Property arising as a result of or in connection with any Tenant Change or Tenant Service as Additional

. Roni by paying the same, bonding or manner otherwise provided by law. Any other co~ expense, chargo, amount or sum (either than Fixed Monthly Roni) payable by Tenant

as provided in this Lease shall also be considered Additional Rent. Certain individual itenJs of cost or expense may, in the reasonable d-.nination of Landlord, be

separatdy charged and billed lo Tenant by Landlord, either alone or in coajunctlon with another party or parties, if they are deemed in good Jiiith by Landlord to apply solely to Tenant and/or such other party or parties and are not otherwise normally recaptured by Landlord as part of normal operating expenses. Insofar as is reasonable, Landlord shall attempt to give Tenant prior notice and the opportUnity to cure any circumstance that. would give rise to such seperale and direcl billing. ·

Said separate billing shall be paid as Additional Ren~ regardless of Tenant's Share. Such allocations by Landlord shall be binding on Tenant unless patently unreasonable, and shall be payable within fifteen (JS) days after receipt of Landlord's billing then,fur. · .

ARTICI.KS ETHICS

Section 5.1. Ethla, Landlord and Tenant agree lo conduct their business or practice in compliance with any appropriate and applicable codes of professional or business p,adice.

ARTICLE6 USE or PREMISES

Section 6.l. Use. The Pn:mises shall only be used fer general office use consistent with the operation of a first-class office building in Ibo Sherman Oaks area (the "Specified Use") and for no other purposes, without Landlord's priot wri- consent, which consent shall be in· Landlord's solo discretion. Ally proposed revision of the Specified Use by Tenant shall be for a use consistent with those customarily found in first-class office building,. Reasonable grounds for Landlord withholding ill consent shall include, but not be limited to: a) the proposed use will place a disproportionate burden on the ui b) the proposed use is for governmental or medical purposes or

. is that of ronducting boiler-room type transactions OJ sales; i,2so VentuTl/~.l.A.T. &Martal--.1&/ AS/D~ l, 2<IOI

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gsystems; pany whose primary business

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• c) the proposed use would generate excessive foot traffic to the Premises and/or Building.

So long as 'Tenant is in control of the Premises, Tenant covenanlS and agrus that it shall not use, suffer or permit any .,..-son(s) lo use all ·or any portion of the Premises for any purpose in violation of the laws of the United States of Amorita, the State of California,· or the ordinanca, regulations or requircmeots of the City or County of Los Angeles, or othu lawful authorities having jurisdiction ovu the Building. ·· .

Tenant shall not do or permit anything to ,be done' in or about the Premises which will in any way obstruct or unreasonably interfere with the rights of other tenants or ocaJpants of the Building. or injure or annoy them. Tenant shall not use or allow the Premises to. bo used fot any pornographic or violent purposes, nor shall Tenant cause, commi~ maintain or permit tho continuance of any nuisance or waste in, on or about the Premises. Tenant shall not use tho Premises in any manner that in Landlord's reasonablo judgment would advusely alJect or interfon: with any services Landlord is required to furnish to Tenant or to any other tenant or ocaJpanl of the Buildin& or that would intcrfcre with or oi!struct the proper and economical rendition of any such service. · Section 6.2. EJ:dulve Use. Landlord reprcson~ that Tonant's Specified Use of the Premises doos not contlict with exclusive use provisions granted by Landlord in other leases for tho Building. Landlord further agrees that ii shsll, JR tho future; not gnu!I an exc:Juaive use privilege to any other lellanl in the Building that will prevent Tonant from continuing to use the Premises for its Specified Use.

Tenant acknowledges and ag,,,es Iba! it shill not mgage ii\ any of the uses specified liuoinbelow, for which Landlord haa aheady granted exclusive rights: None.

Provided that ·Tenilnt has received written notice of the 5IUlle li'om Landlord, and further provided that Landlord does not granl a future exclusive use right that prohibita Tenant from engaging In the Specified Use, then Tenant agrees that it shall not violate any exclusive uso provis!on(s) granted by Landlord to other tcnaolS in tho Building. · Secilow 6.3. Rulu and Regalatlo111. Tonant shall observe and comply with the rules and regulatiODS set forth in Exhibit C, and such other. and further roasonable and non-discrimu!atory rules and regulations as Landlord may make or adopl and communicate to in writing Tenant al any time or from time to time; when said ruler, in the reasonable judgment or Landlord, may be necessary or desirable .to ensure tho first-class opc,ation, maintcnaoce, reputation or appearance of the Building. Howe\'el', If any conllict arises between the provisions of this Lease and any sucll rule or roguladon, the provisions of this Lease

, shall control. · Provided Landlord makos commercially roasonable efl'orta to seek compliance by all occupanta of the

Building with tho rules and regulations adopted by Landlord, Landlord shall not .be rosponsihhl to Tenant for the failure ofany other tonanlr ..- occupants of the Building to comply with said rules and regulations.

· ARTICU:7 CONDmoN UPON VACATING & REMOVAL 011' PROPERTY

Sectloa 7.1. Colldltloa upon Vacating. Al the expiration or ear!ia termination Of this Lease; Tenant shall: a) terminate i13 occupancy of; quit and surrender to Landlord, all or sucb'portion oflhe Premises upon

which this Lcaso has so tenninated, broom-clean. and in the same condition as received e>tcepl fur: I) ordiruuy wear and tear, or . ii) 1018 or damage by firo or other casualty; and

b) sur=der the Pmniscs he of any and all debris and· tmh and any of Ttnant's pc,sonal property, furniture; fixtures and eq11ipmeot that do not otherwise become a part of the Real Property, punuant to the provisions contained in .Section 7 .2 hereinbelow; and ·

c) al Tenant's solo expense;. forthwith and with all due diligeace remove any Tenant Change (u defined in Section 12.12 of this Lease) and, if requested by Landlord in Landlord's solo and absolute discretion, restore tho Premisu to ill original condition. reasonable wear and tear excepted. However, Tenant shall only be obligatod to romO'le said Tenant Chango if (i) the Teoant Change was mado without Landlord's approval; (ii) the Tenant Change is an ovu slaDdanl improvement; and/or (iii) Landlord notified Tenant of its obligation to do so al the time .Landlord approved Tenaol's request for a T<11aat Change. lfTerumt faib to comploto such removal and/or restoration and/or to repair any damage caused by tho romO'lal or l'Olloralion of any Tenant Change; Landlord may do so and may charge the cosl theteofto Tenant pursuant to Section 20.26 of this Lease or deduct tho cost from the Security Deposit under Section 3.7 of this Lease. Tenant shall not be obligated to remove

· the initial lmprovem<11ts, except as otherwise provided heroin. In addition, al the expiral!on or earlier termination of this Lease. T"'8nt shall (I) remove all data, telocom and other cabling and wiring inslallcd b)I or for Tenant in the Premises (including any of 1he same installed above 1he ceiling plenum), and (l) temovo any security system or devices installed by Tenant, in either caso whether or not the installation was pufotmed as part of the initial lmprovemcnls conslructed in the Prcmises or ailu such time, and Tt.nant shall ropsir any dsmage caused by such ranoval. -

Seclloii 7.2. · Teuat's Property. All fixtures, equipment. improvcmenll and installationa attached or built ioto the Premises al any time during the Tenn shall, at the expiration or cariier termination of this L._ be deemed the property of Landlord; become a permanent p of the Premises and remain therein. However, if said equipment, imprO'lcmcnts and/or· installaiions be removed without causing any structural damage to the Premises, then, provided after such remo nant restores the Premises to the

}SUOVCIIUIJIBAA.T. Emermnm-. Inc. I ASln-nbsl, l00I

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condition existing prior to installation of Tenant's trade fixtures or equipment, Tenant shall be permitted, at Tcnaat's sole expense, to remove Slid trade fixtures and equipsnent. ·

Tho provisions of this Article 7 shall survive the expiration or earlier termination of this Lease.

ARTICLES UTILITIES AND.SERVICES

S..tloa 8.1, Normal B11ildln1 Hours I Holidays. The "Normal Business Hours" of the Building. during which Landlord shall furnish tho socvicoa specified in this Article 8 are detined as 8:00 A.M. to 6:00 PM., Monday through Friday, and 9:00 A.M. to 1:00 P.M. on, Saturday, any one or more HoUday(s) excepted.

The "Holidays" which shall be obsomd by Landlord in tho Building are defined as any fenorally­recognized holiday and any other holiday specified herein, which are: Now Y ean Qay, Presidents' Da.y, Memorial Day, the 4th of July, Labor Day, Thanksgjving Day, tho day after Thanksgiving. and Christmas D11)' (each Individually a "Holiday"}. Tenant acknowledges that tho Building shall be closed on each and · every such Holiday, and Tenant shall not be guaranteed access to Landlord or Landlord's managing agont(s) on oach such Holiday. Sectlea 8.2. Aceoas to the Balkllac and General Semces. Subject to Foree Majouro and any power outage(s} which may occur in tho Building whoa tho ssmo are out of Landlord's reasonable control; Landlord shall furnish the following servicoa to tho Premises twenty-tbur (24) hours per day, sovoa days . per week: a) during Normal Business Houn, bulb replacement i>r building standard lights; b) access to and use of tho parking &cililios for pa,;ons holding valid parking permits; c) access to and use of the elevators and Promises; d) use of oleolrical lighting on an u-neodod basis within the Premises; and e) use of a rossonable level of watm fur kill:heu and toiiet filcilitics in the Premises and Common Area

bathrooms. Seetloa 11.3. Jaattorlal Services. Landlord shall fiunish the Premises with reasonable and CUJtOmary janitorial services five (S) days per buslnoss wcdc, except when tho Building is closed on any Holiday. Landlord shall retain tho solo discretfon to choose and/or revise the janitorial company providing Slid servia,,lo the Prcmiacs and/or Building. Sectloa BA. Seearttr Servlc.., Tenant aclcnowlcdgcs that Landlord currently provides uniformed guard service to tho Building from 7:00 AM to 2:00 AM, Monday through Friday, 8:00 AM to 5:00 PM on Saturday, and 9:00 AM lo S:00 PM on Sonday, solely for tho. purposes of providing surveillance of, and informalion and directional assiolance to, pe,sons entering the Building.

Tenant acknowledges that such.guard service shall not provide any measure of security or safely to the Building or the Premises, and that Tenant shall lake such actions as it may deem n~ and reasonable to ensure tho saftlty and security of Tenant's property or per50ll or the property or persons of Tenant's agents, clients, contractors, directml, employooa, invit=, licomees, officers, partners or shardlolden. Tenant agrees and acknowledges lhat, ""cop! in tho case o(the gross negligence or willthl misconduct of Landlord or its directors, employees. officers, partners or shareholders, Landlord shall not be liable to Tenant in eny manner whalsoover arising out of tho failure of Landlord's guard service to secure eny person or property from harm.

Tenant agrees and acknowledges that Landlord, in Landlord's sole discretion, shall have the option, but not the obligation lo add, decrease, revise the hours of and/or change. the level of services being provided bY any guard company serving thc. Building. Tenant furtbor agrees that Tenant shall not engsgo or hire eny outside guard or security company without Landlord's ·pr1or written consent, which shall be in Landlord's sole discretion. · Sectioa 8.5. Utllltl.., During Normal Business Hours Landlord shall furnish a reasonable level of.water, hear, vemilation and air conditioning ("HV ACj, and a sufficient amount of electric curroot to provide customary business lighting and to operate ordinary office business machines, such as a single personal computu and ancillary prini.. per one hundred and twenty (120) rentablo square feet contained in 1hc Premises, lilcsimile machines, small copias cwlomarily used for general office J)IU1l090I, and such other equipment and office machines as do not result in abovo-standard use of the existing oloctricsl systan. So long as tho same remain reasonably cost competitive, Landlord shall retain tho sole discretion to choose the utility vendor(s) to supply such services to Ibo Premises and the Building.

Excq,t with the . prior written consent of Landlord, which sbaJI not be unreasonably withhdd, conditioned and/or delayed,. Tenant shall not install or use eny equipmont, apparatus or device in tho Promisos that requires the installation ofa 220 voltage circuit; consumes more than five (5) kilowatts per hour per item; or the aggregate use of which will in any way incrc:sse the connected load to more than S Watts per square foot; or cause the amount of electricity 10 be furnished or supplied for use in the Promises to more than 1.2 kWh per usable square foo~ per month. ·

Except with the prior writtm consent of Landlord, Tenant shall not connect eny electrical equipment to the electrical system of the Building. except through cloctrical outlets already IO(isting in tho Promises,

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10 ..till Illitial Inilill1

• • least six (6) hours beforo the closo of tho normal businoss day. Otherwise, Landlord shall havo no obligation to provldo Excess HVAC .. Tonant's request shall be doomed conclusive evidence of ils willingness to pay the costs specified heroin.. The current cbarp for Exoosa HVAC is $45.00 per hour.

If Tenant requires eloctrlc current in excess of the amounis specified hc,einabove, water or gas in excess of that customarily furnished to tho Premises as office space ("Excess Utility Use"), Tenant shall first procure Landlord's prior written consont to such Excess Utility Uso, which Landlord may reasonably refuse. ·

In lieu of Landlord's refusal, Landlord may causo a - or sub-meter to.be i~lled to measure tho . amount of water, gas ·and/or electric current consumed by Tenant in the Promises. The cost of any such · moter(s), and the installation, mainlenaDce, and repair thereo~ shall be paid by Tenant as Additlooal Rent

Af!or complet!Ag installation of said moter(s), and/or if Tenant requests Bxcoss HVAC, then Tenant shall pay, u A.ddilional Rent, within lhirty {30) oalendar days ailcr TCllllllt's receipt of Landlord's billing, for 1he actu&l amoun11 of &II water, steam, comprossed &Ir, elec:lric current and/or Excess HV AC consumed beyond !he normal levels Landlord is required herein to provide. Said billiog shall be calculated on the usage indicaud bY such mela(s), sub-metc,(s),· or Tenant's written request therefor, and shall be issued bY Landlord at the rates charged for such services bY the local public utility fumlthing tho same, plus any addltlonal oxpenso reasonably incurred by Landlord in providing said Excess Utility Uso and/or in keeping account ofth~ -. stoam, compressed &Ir and electric current so consuQled, plua an administrative and billing foe equal lo fifteen percent (15%) of the costs so billed. Seetloa 8. 7. Cllanps Alrettln11 KV AC. Tenant shall also pay as Additional Rent for any additional costs Landlord incut1 to rq,air any liallun, of tho HVAC oqui~ and syst,.ms to permrm their funotion when said lllllure arises out of or in comectlon with any chanae in, or alterations to, the arraogernent of partitioning in Ibo Ptemisea after the Commencement Date, or from occupancy by, bn average, more than one person for every two hundred and fifty (250) usable square foot of the Premises, or lrom Tenant's failure to koq, all HV AC vents within the Premises freo of obstniclion. · · . Seetlaa 8.8. Daaapd or Def;ctlva Sy.-L Tenant shall give written notice to Landlord a1I= Tcoalll bocomes aware of any alleged damage to, or defective condition in any part or appurtenanco of the Bullding'I sanitary, dectrlcsl, HVAC or other "Y1lernS servma, located 111, or passing througb. tho Pteroiaoa. Provided that the repair or remedy .of said damage or ~•• condition is within the reasonable control of Landlord, ii shall be remedied by Landlord with rtlSOlllble diligence. Otherwise, Landlord shall malco such commercially reuonable efforts as may bo available to Landlord to effoct such remedy or repair, but except in the caso of Landlord's gross negligence and/or willful misconduct or the gross negligc:oce and/or willfill misconduct of Landlord's agenls, contractors, directors, employees, oflicon, pallners, and/or shareholders, Landlord shall not be liable to Tenant for sny fililuro thereot:

Tenant shall not be entitled to claim any dam-. arising from any such damap or defective condidon nor shall Tenant be entilled to claim any eviction by reason of any such damage or defective condition unless: · · a) the same was causod by Landlord's gross negligence or willful misconduct while operating or

· maintaining the Premises or the Building; b) 1he damage or defective condition bas substantially prevenied Tenant from efficiontly conducting its

normal business operations; and c) Landlord shall have fililed to commence the remedy thereof and procooded with roasonable diligence

lo complete the ssme alter Landlord's receipt ofnotico therooflrom Tenant . l'urthamore, if such damage or ~ .. condition was cauaod by, or is attributed to, a Tenant

Change or the unreasonable or improper use of such syst,:m(s) by Tenant or its employees, licensees or invitees: · . · · d) tho cost of the remedy thereof shall be paid by Tenant as AdditiOJIIIRent pursuant to tho provisions

ofSec:tion4.3; e) in no event shaU·Tenanl be entitled to any abatement ofrent as specified above; and f) Tcuant shall be ostoppcd lrom making any claim for~ arising out of Landlord's repair thereof Secllo• 83. Umltatllia •• Landlonl'1 Liability for hillln to Pro,,ide Utilillel ••ti/or Senlcu. Except and to the extont of Land!ord's negligence or willful misconduct or the negligence or willful miSCOllduct of Landlord's agents, contractors, directors, erDj>IO)'ocs, liconsoos, officers, partners or shareholders, Tenant hereby relossosLandlord from any liabibty for daroa"'5> by abatement of rent or otherwise, for any fllilure or delay in furnishing sny of the services or utilities specified in this Article 8 (including, but not limited to telephone and telecommunication services), or for sny diminution in the quality or quantity thereo£ .

Tenant's releaao of Landlord's liability shall be applicable wbm such liulure, delay or diminution is occssioned, in whole or in substantial plll1, by any cause beyond Landlord's reasonable control.

Furthermore, Landlord shall not be liable under any circumstances for a loss o( injury to, or intcrforencc with, Tenant's business, including. without limi11tion, any loss of profits occurring or arising through or in connection with or incidental to Landlord's failure lo furnish any of the sorvicos or utilities required by this Article 8.

Notwithstanding the above, Landlord shall use commercially reasonable efforts to remedy any delay, defect or insufficiency in providing the services and or utilities roqu · hereunder. · ·

Notwithstanding the foregoing, lf Tenant is prevonled from and does not use, the Premises or any portion thereof. as a res\lh of Landlord's liulure to provi · or utilities as required by thi•

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• ' Lease (an "Abatement Event"), then Tenant shall give Landlord nolice of such Abatcinent Event and if such Abatement Event continues for five (S) consecutive businc,a days after Landlord's teeeipt of any such Notice (the "Eligibility Period''), and such failure Is not attributable to, or caused by, the acts of

· Tenant, then the Fixed Monthly Rent and Additional Rent shall be abated or reduced, aa tho caao may be, after C>(piration of the Eligibility Period for Sllcb lime that Tenant continues to be so pw1entcd from usini, and does not use, the Premises, or a portion tbcrcot; in the proportion that the rcntablc &Ra of the portion ofthc Premises that Tenant is prevcntcd Imm usina. and docs not use ("Unusable Arcaj, bears to the total rcntable &Ra of the Premises; provided, however, in the event that Tenant is pr.cvcntcd from using, and docs not use, the Unusable Arca for a period of time in excess of thc Eligibility Period and the remaining portion of thc Premises is not sufficient to allow ·.Tenant to efficiently conduct its business therein and if Tenant docs not conduct Ill! business from such remaining ponlon, then fur such time after expiration of tho Eligibility Period during which Tenant ls so prevented from "1l'ccllvely conducting its business therein, the Fixed Monthly Rent and Addidonal Rent for the entire Premises shall be abated for such time as Tenant condnues to be so prevented from using, and docs ,rot use, .the Premlscs. I( however, Tenant reoccupies any portion of the Prcmbos during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable &Ra of such reoccupied portion of the Prem.bes bears to the total rcntable &Ra of the Premises, shall be payable by Tenant from !lie date Tenant reoccupies such ponlon of the Premises. Such right to abab: Fixed Monthly Rent and Additional Rent shall be Tenant's sole and oxclusive remedy at law or in equity fur an Abatement Evt.nt. . Section 8.10. Tenant l'nlYlded ServlcOL Tenant shall malcc no conrract or cmplay any labor in cooncction with the maintenance, cleaning or other servicing of the physical sttuctures of the Premises or fur installation of any com~tcr, t<>lcphone or other cabling, equipment or materials provided in or to the Prcmiscs (collectively and individually a "Tenant Service") without tho prior consent of Landlord, which

. conaent shall not be unrcuonably withheld, conditioned or delayed. Tenant shall not permit the use of any labor, mau:rial or equipment in the performance of any Tenant Sen,ice if the use lhcreo( in Landlord's rcaaonablo judgment, would \'iolatc the provisions of any agncmenl between Landlord and any union providiog wotk, labor or service, in or about the Premise,; Building and/or disturb labor harmony with the workforce or lr8des engaged in performing other worlt, labor or services In or about the Building or the COIDDIOII Alcu. If any violation, disturbonce, interference or .contllct oceun, Tcnan1, upon demand by Landlord, shall lmmcdimly cause all CODlrldffl or subcontracton or all materials causing thc violadon, distwbance, ii\11:rf- difficully 1lr conflict, to leave or be ranovcd Imm the Building or the Common Areas irmMdialdy. Tenant shall indc!Mify and hold Landlonl harm!css from and apinst all claims, suits, dcmanda, damages, judpu:nts, costs, interest and oxpcnsca (iocluding attomoys ti:os and costs incurred in thc dcfcnsc thC<COf) to which Landlord may be subject or sufl'er when the same arise out of or in COMection with the use o( woric in, construction to, or actions in, oa..upon or about the Premises by Tenant or Tenant'• agent.I, contractors, directors, employees, licensees, officers, partnm or shareholders, including any actions relating to tho Installation, placement, removal or financing of any Tenant Service, improvements, tilclures and/or equipment ill, on, upon or about the Premises.

AllTICLl.9 TENANT'S INDl!.MNfflCATION AND LIMITATION ON LANDLOlll>'S LIA.BILlTY

Sectloa.!J.1, Tenant'• lndemnlllcatloa and Hold Hanalea. For the purposes of this Section 9.1, "lndcmnitee(sr shall joilllly and severally refer to Landlord and Landlord's agents, clients, contractors, directors, employees, officers, partners, and/or shareholden.

Tenant shill indcnuufy and hold IndffllJlitecs harmless 1i:om and apinst all claims, suits, demands, damages, judgments, costs, inlorest and oxpenscs (including attorneys fcea and costs incurred in the defense thereof) lo which any Iiidcmnitee may be subject or su& when the same arise out of tho negligence or willful misconduct of Tenant or the ocgligcnc:e or wiJIM misconduct of Tenant's agents, cootradOn, directors, employees, licensees, oflic:en, partnen or shareholders in connection with the use of, work in, construction to, or actions in; on. upon or about the Premises, Including any actions relating to the inslallation, placanmt, removal or financing of any Tenant Chango, improvements, fixtures and/or equipment in, on, upon or about the Premises.

Tenant's indemnifioatioo shall extend to any and all claims and occum:nccs, whether fur injury lo or death of any person or persoqs, or for damage lo property (irn;luding any losa of use thereof), or otherwise, occ,uring dnring the Term or prior to the Commcncernml Date (if Tenant haa been given early access to the Premises for whatever purpose), and to all claims arising from any condition of the Premises due lo 01 resulting from my dem.ult by Tenant in .tho kcopina. oboavance or perli)nnance of any covenant or Jl")vision of thls Lease, or from thc negligence or willful.misconduct of Tenant or the ncgligat<)C or willful misconduct of Tenant's agents, contraeton, directors, employees, licensees, officers, partners or shareholders. Section 9.2. NuWty of Tenant'• lndemniflcatl011 ho J!.nat of Nqll1ence; Notwithstandinl! anything to tho contra,y contained in this Lease, Tenant's indcmoilication shall not extend to tho negligence or willful misconduct of Landlord or the negligence or willful misconduct of Landlord's agents, contractois, director1, employees, officers, partners or shareholders, nor to such events and occurrences for which Landlord otherwise carries insuranoc eov~ge. · Section 9.3. Teunt'1 Waiver of Liability. P1ovidcd and to the extent that any injury or damage suffered by Tenant or Tenant's agents, clients, contraaors, directors, employees, invitoca, offii:e,s, partners, and/or shareholder, did not a:risc out of the negligence or willful misconduct of Landlord or the negligence or willful misconduct of Landlord's •~ts. eontr~cmployces, officets, partners or shareholders, Tenant shall mak;e no claim against Landlord and o shall not be liable or responsible

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• • in any way for, and Tenant hereby waives all claims against Landlord with respect to or arising out of injury or damage to any pelllOn or property in or about Ille Premises by or from any cause wha1soever under the reasonable control or management ofTonant. Section· 9,4. Limitation of Landlord'• LlabUlty. TOl18llt oxpr0$Sly agrees· that, notwithstanding anything in this Lease and/or any applicable law to die conlrary, the liability of Landlord and L.andlord's agents, contractors, directors, employees, Ii~ officers, partnets or shareholders, including any successor. in. interest thereto (collectively and individually tho "Landlord Partiesj, and any recourse by Tenant against Landlord or Ille Landlcrd Parties shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Building (including rcuts received and salos, insunlnCC and condemnation proceeds). ·

Tenant ~ificaUy agrees that neither Landlord nor any of the Landlord Parties shall have any personal liability thnor. Further, Tenant hereby expressly waives and noleases suob personal liability on behalf of itself and all per,ons claiming by, through ornndor TenanL Sectlo1 9.5. Tran1for or Landlord'• Llablllty. Tenant expressly agrees that. to tho extent that any transferee assumes tho obligations of Landlord hc,eunder in writing. and provided Landlord has either ttans&md the compi.·stQlrity Deposit held pursuant lo this L .... or rdllndcd the same lo Tenant as of the date of suob transfer, then tho covenants and agreements on the part of Landlord to be penormed under this Loaae whlob ariae and/or accrue aftt:r the dare of such transfer shall not be binding upon Landlord herein named from and aftt:r the date of translt:r of its interest in the Building. Sedloa !1.6. Landlord'• lademnillcatloa. N-thslanding any CODlrary provision of this. Lease, Landlord shall indemnify, and hold Tenant and Tenant's agents, clienll, clireclon, officers, partners, employees, shardlolden and contracu,n harmless from and apinst, any and all claimt, causes of action,

· liabilities, losaes, ressonablo costs and expenses, including reasonable· attomey•s f'ces and court costs, arising li'om or in connection with: 1) Any activity occurring, or condition existing, - or in tho Building and/or the Real Property (other

than in the Premises) when such activity or condldon is under tho n,asonable control of Landlord, except and lo tho extent the same ls caused solely by tho negligooce or willlbl misconduct of Tenant or Tenant's employees, agtn!s; Ii-- invilees, or conttacton, or by Tenant's bnoaob or default in the perfurmance of any obliption under tltls Lease;

b) Any activity occurring, or condition existing in the Ptcmises when and to tho extent caused by the negligence or willful misconduct of Landlord or Landlord's employees, agents or c:ontracton; or

c) Any bnosch by Landlord of any of Landlord's obliptions under lhls Leaae.

AllTICLBlO . COMPLIANCEWffflLAWS

Sectloa 10,L Tenaat's CompBaace witll Lawa. Tenant shall not· use, permit lo be lilied, or permit anything lo be done in or about all or any portion of.the Pranlaes whlob will in any way violate any laws, statutes, ordinance,, rules, orders or n,gulatlons duly issued by any governmental authority having

· jurisdiction over the Premises, .or by .the Board of Fire Underwriten (or any successor thereto) (collectively "Codes"). . ·

. Section 10.2. Tenant to Comply at Sole ltxpen10. Tenant shal~ al its solo ~ promptly remedy any violation of such Codes. Notwithstanding the foregoing, nothing containod 111 this Section 10.1 shall require or permit Tenant to malco any structural changes lo tho Promiaes, unless such cbsnges are required due to either Tenant or Tenant.'• agents, clients, contractors, directors, cmplQyc:ef, invilees, licensees, offlc<n, partners. or sbaroholdcn uae of the Pn:mlsea for purpoaea other than general office purposes consistcnt with a Class A office building, in which cue any such obange In uae shall be subject to tho restrictions specified in Section 6.1 of this Lease. . Sectloa 10.3: CoaclaalY• Evldeace of Violation. The judgment of any .court of competent jurisdiction; Tenant's admission; or the admission· of any one or more of Tenant's agCilts, contractors, dinocton, employees, officers, par1ners or shareholders iii any action apinst Tenant, whether or not Landlord is a party thereto, that Tenant has sa violated any one or mono Codes shall be conclusive evidence of such violation as betw<el1 Landlord and Tcnanl. ·

ARTICLBU ASSIGNMENT AND SUBLETr!NG

· Section 11.1. Pormlsaloa Required for Assignment or Sublet. Unless .Landlord'$ prior written consent has been given, which consent shall not bo unreasonably withheld, conditiODed and/or delayed (subjoot lo the. expn,ss provisions of tltls Articlll l l ), this Lease shall not; nor shall any interest hetein, be assignable as lo the interest of Tenant by opaation of law; nor shall Tenant: 1) assign Tenant's interest in this Lease; or b) sublet the Promises or any part thereof or permit the Premises or any part tltercof to be utilnod by

. anyone other than Tenant, wnethcr as by a concessionaire, franchisee, llcensce, ponnittcc or otherwise (colleotivoly, a "sublease"). In addition, cxcep! for T...,,.Cers under clauses (a) or (b), Tenant shall not mortgage, pledge,

encumber or otherwise transfer this Lease. the Torm and/or estate hereby granted or any interest heroin without Landlord's prior written consent, which consent may bcintod or withhold in Landlord's solo and absolute discretion. .

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Any assignment, mortgage, pledge, encumbrance, transfer or subl- (collectively, any "Transfer'') without Landlord's prior written consent shall be voidable, and. In Landlord's solo election, shall constibJte a material default under this Leaso. · Sectlo• 11,2. Voluntary Aalpmeut due to Cban1es· in Stnctare of Tenant. Any dbsolution, merger, consolidation, or other reorganization of Tenant, or tho single salt or other transfer of a controlling percentage of the capital stock of Tenant (other than the sale of such stock pursuant to a public o!Yering that rC$Ulls in a majority of the same members of the Board and executive officers remaining in control of said corporation) and or the single sale of filly percent (50%) or more of the value of the assets of Tenant, shall be dCCl\led a voluntary assignment The phruc "controlling percentage" means the ownersbip o~ and the right to vote stock possesslng fifty percelll (50%) or more of tho total combined voting po\Ver of all classes of Tenant's u.1>ltal stock lsaued, outstanding. and entitled to vote for the election of directors. Notwithstanding anything to the contrary contained herein, tho preceding parag,:apb shall not apply to corporations whoso stock is traded through a recognized Unitlfd States exchange or over the counter. ·

Atiy withdrawal or change (whelher vollllllary, involuntary, or by-operation of l1w) in the pulllriip by one or more putne,swho own, in theaggrepte fifty porcait(SO%) or more oftht, partnenhip, or the dissolution of the par1nership, shall be deemed a voluntary assigninen~

If Tenant is comprised of more than one individua~ a purported assignment (whether. voluntary, involuntary, or by oper1ticin of law). by IRY one of the persons executing tbiJ Lease shall be deemed 1 voluntary assignment Sectloa · lU,L Affiliated CompanlN/Rcstructwinc or Ba1inesa Orpnizallon. Any contrary provision of this Article 11 notwithsta!ldiag, the assignment by Tenant of all ofits rights under this Lease or the subletting by Ten1nt of all or any portion oftl\6 Premi..,. to (I) 1 porait or subsidiary or employee of Tenant, (ii) any person or =~ which controls, is controlled by or under common control with TetWll, (iii) IRY entity which pun:bsscs all or substantially all of the assell or stock of Tenant, (Iv) any en~ into which Tenant is merged or consolldal<d, (v) any entity which resulta Imm Ibo merger or consolidation of entitles which control, are controlled by or under common control with Tenant, or (vi) the temporary - or occupancy of portions of 1he Prcmisea by a party or parties in coMeclion with tho

· transaction of business with Tenant or with an en1ity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i). (ii},,j~ (iv), (v) and (vi) bdn. • g sometimes h"oinaila referred to as• Affiliales") shall not be deemed a T under this Article 11 and thus shall not be subject to Landlord's prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting thercftmn, provided that:· • a) Any ouch Affiliate was not formed as a subterfuge to avoid the obligations of this Article 11; b) Tenant gives Landlord prior notice of any sucb assignment or sublease to an Affiliate;

c) The ouccessor of Tenant and Tenant haw as of the eJ'fi:ctiw date of any ouch assignment or sublease a tangible net worth, in the aggregate, computed in accordance with generally accepled accounting principles (but excluding good will as an asset), which is sufficient to mt.et the obligations of Tenant under thiJ Lease; · d) Atiy such assignment or sublcue sball be subject and subordinale to all of the temll and provisions of this Lease, and such assignee or sublessce. shall' be deemed to baw assumed all of tho obligations of Tenant under Ibis Lease with respect to that portion of tho Premises which is tho subject of such Trsnsfl>r (other than the amount ofFixed Monthly Rent payable .by Tenant with respect to a sublesso); and

•) Tenant and any guarantor shall remnin fully iiablo·fur all obligations to be pertimnod by Tenant undm­this Lcuo. Seetloa 11.3, Request to Assign or SabfeaN. If at IRY time daring the· Term, Tenant wishes to assign Ibis Lease or any inttrest therein, or to S11blet all or any portion of the Premises, then at least thirty (30) days prior to the date when Tenant desiRs tho assignment or sublease to be e1fectlve, Tenant shall give wrillal notice to Landlord setting forth the name, sddross, and business. of Ibo proposed ass!- ·or sublessee, business and personal credit applications completed on Landlord's standard application forins, and infOnnatlon (including references and such financial clna•-li"'1 as Landlord shall reuobably prescribe) concerning the cbaract« and financial condition of the proposed assig,u,c, or sublessee, the e11"ective date of the assigJJment or sublease. and all the moterial terms and conditions of the proposed assignment, and witll reterencc solely to a sublease: a detailed description of the space propciSed to be sublet, together with any rights of tho proposed sublessce to use Tenaal's improvements and!or ancillary SC<Via:s with the ~ises. Section 11.4. Landlord'• co-nt. Landlord shall have thirty (30) days ailer Tenant's notice of . assignment and/or sublease is received with the tioancial information reasonably requeaod by Landlord to advise Tenant of Landlord's (i) consent to such proposed assignment or sublease. (ii) withholding of consent to such proposed assignment or sublease, or (iii) election to terminate this Lease, such tertninalion to be effective as of the date of the commencement of1he proposed assignment or subletting. If Landlord shall exercise its tcnnination right hereunder, Landlord sha11 have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtensnt, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assigJJoe or subtenant under such other lease or occupancy agecment, even if such rents and other consideration exceed the rent payable under this Lease by Tenant Landlord shall have tho righl to lease the Premises to any other tenan~ or not lease the Premises, in its sole and absolute diJcretion. Landlord and Tenant specifically

·agree that Landlord's right to.tc:rminste this Lease under clause (ii' ve is a material consideration for

J5250V11111Unl B.IU..T. 'Snlertlii,ne,it. lnc.J AS IDtl:lfnbai"l, 200I

14 fnitill

• • Landlord's agreement to enter into this Lease and such right may ·be exercised in Landlord's sole and absolute discretion and no test of reasonableness shall be applicable thereto.

Tenant acknowledges that Landlord's consent shall be based upon the criteria listed in Soctions 11.4 (a) through (o) bolow, and subject to L.andlord's right to reasonably disapprove of any proposed assignment and/or sublease, based on lhc ~nee of any cond!Uon contained wilbln Soclion 1 l.S horelnbclow. If Landlord provldca its consent within tho time period ~lied, Tenant shall be ftoo to complete tho assignment and/or sublet such space to tho party contained m Tenant's notlce, subject to the fullowing conditions: · a) Tho assignment and/or sublease shall be on the same terms as wore set forth in tho notlee given .to

Landlord; . II) Tho assignment and/or subloaso shall bo documented In a writtm format that is roasooahly accoplablo

to Landlord, which fonn shall specifically include the assignoc's and/or sublessoo's acknowlodgoment · and aa:eptaru:e of the obligation. cootainod In this Lease, In so tilt aa applicable;

c) Tbe assignment and/or subloaso shall not be valid, nor shall !ho assignee or sublcasoo take passession of tho Promises, or subleased portion thereof; until an oxecutod duplicate original of such sublease and/or assignmoot baa bcoo delivered to Landlord;

d) Tho assignee and/or sub.lcsaee shall have no further right to assign this Lease and/or subloaae the · Prcmi,ea; •

c) In tho ovont of any Transfer, Landlord shall receive as Additional Roni hereunder (and without aft'ectii1g or reducing any other obligation of Tenant under this Lollo) thirty-five percent (35%) of Tenant's "Not Rootal Profit" derived from such Transfer. If Tonsnt lh•ll elect to Transfer, Tenant shall use reasonable and good faith dli>rU to secure conslderatioo from any such Transferee which would be gonorally equivalent to thoo-curront marlcct rent, but ·1n no cvoot shall Tonsnt's monetary obligations to Landlord, aa set forth In !hi, Lca,c, be reduced. In the event ofa Transfer which in subl...., "Net Rootal Profit" shall mean all root, Additional Rent or othor c:onsidoratlon actually payahle (in lieu of or in addition to rent) by Transferee in connoction with tho Transfer in c:xc:cas of the Rail and Additional Root payable by Tenant under thla Leue during tho tem, of the Transfer on 1 per rentahle square foot. baa,a if 1 ... than all of tho Premises is transferred, after deducting the reasonable expenses incurred by Tonsnt in connection with such Transfer for (i) advcnising COSII, (ill any improvement allowance or othor economic conccaslons (e.g., space planning allowance and

. moving expenses) paid by Tenant in connocdon with such Transfer, (iil) any brokerage commissions incurred by Tooant in connection with tho Transfer, and (iv) reasonable attorneys' feea incurrod by Tenant in connection with the Transfer. In the event of a Transfer other than I subloaso. "Net Rental Profit" shall moan key money, bonus money·or other consi!letation J)lid by tho Transf'eroo to Tenant in connection with such Transfer, and any payment in c:xccas of 1i1Jr market value lbr sorvicos rondetod by Tenant to tho Tranmrcc for assets, fixluros, invootory, equipmmt, or tbrnituro transmred by Tenant to the Transfme in ·connection with such Transfer, atlor deducting the reasonable exponsca incurred by Tonsnt in connection with such Transfer, as described in the preceding sentence. If part of tho Not Rootai Profit shall be payable by tho Transf'eroo olhor than in c:asb. !hon Landlord's share of such non-caab consideration shall be ,n such form u is reasonably satisfactory to Landlord.

Tenant shall deliver to Landlord a statement within thirty (30) days atlor the end of each calendar year and/or witbih thirty (30) days after tho expiration or earlier torminafion of tho Torm of this Loaao in which any Transfer bas occutrod, specifying lbr each such Transfer: i) the dale of ils cxecuUon and dellv,:iy, the number of square feet of Ilic Rentablo Arca demised

thereby, and the Torm thorcor; and · II) a compulation in reasonable detail showing tho amounts (if any) paid and payable by Tenant to

Landlord pursuant to this Section 11.4 with respect to such Transfer for the period covered by such statement, and the amounts (if any) paid and payable by Tenant to Landlord pursuant to this

. Section I 1.4. with respect to any payments roceivod from a Transferee during such period but which relate to an earlier period. . · · .

· Soctloa JLS. · Reuonabla Grouada for Dsnlal of Aalpmeat aad/or SulJIUH. Landlord and Tenant agroo that, in addition to sucll other reasonable grounds as Landlord may assen :fi>r withholding ill consent, it shall be reasonable undor thla Loaac and any appllcal>le law fur Landlord to withhold ill consent to any proposed Transfer, whore any ono or more of the fi>llowing conditions oxists: a) Tho proposed subles= or assignoo (a "Transfe=") is,° in Landlord's reasonable judgment, of a

cbaractz:r or topUl8tion which is not consistem with those businessca customarily found in a Class A office building; ·

b) Tho Transferee is engaged in a business or intends to use all or any portion of the Promises for pul])OSOS which are nol consistent with those generally found in tho Building or other Class A office buildin&, in the vicinity of tho Building. provided, however, that in no event shall Landlord be permitted to decline Tenant's request for a Transfer solely on the basis of said Transferoc's intent to change .the Specified Uso from thai of Tenant, unlcas such proposed change shall violate any Exclusive Use provision already granted by Landlord;

c) The Transfcroc: is oithor a governmental agency or instrumentalilY"iborool; d) 'fho Transfer will rcaull in moro than a reasonable and safe nu f pccupanls within tho Premises;

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e) Tho Transferee is not a pal'ty. of reasonable financial worth and/or financial stability in light of the responsibilitica involved under die sublease, if a sub!....., or the Lease, If an assignee, on the date consent is requested, or has demonstrated a prior history of credit instability or unworthiness;

f) The Transfer will causo Landlord to be in violation of another lease or agreement to which bandlord is a p&rty, or would give another occupant of the Building & right to CBn<lOI its lease;

i) The Transferee will retain any right originally granted to Tenant to exercise a right' of renewal, right of expansion, right offirst olfer or other similar right held by Tenant; ·

h) Eitliet the proposed Tr&nsferee, or any person or entity whidl ditcctly or indir<ctly, controls, is conlrolled by, or is under oommon contrnl with, the proposed T11111Sferee IS a tcaant in the Building at the time Tenant requests approval of the proposed Transfer, or is engaged in on-going negotiations with Landlord to lease spore in the Building at the time Tenant requOIII approval of the proposcd Transfer {which, for purposes of this Article 11, shall mean that Landlord and such proposed Tnmsferu shall have exchanged written proposals with respect to the space that ls the subject of the proposed Tra~); or.

I) The Transferee intends to use all or a portion of the Prcmiaos fur medical procedures or for a primary business which is u a boiler-room type sales or martceting organization. If Landlord withholds or conditions its consent and Tenant believes that Landlord did so contrary to

the tenns of this Lease, Tenant may, as its sole remedy, ptOS<!:11111 an action for dec:laratory relief to · ddamine if Landlord properly withheld or conditioned its consen~ and Tenant hereby wai- all other remedies, including without limitallon thoso set forth in Califixnla Civil Code Section 1995.J I0. Seetloa U.6. Tenant'• Coatlllaed Oblicatloa. Al'l'/ consent by Landlord to an assignment of Ibis Leue andlot sublease of the Premises shall not releaso Tenant li'om any of Tenant's obligations ~ or be deemed to be a collSCIII by Landlord to any subsequent hypolhecation, assignmt11t, subletting, occupation or - by anolher person, and Tenant shill remain liable to p&y the Rent aod/or perfonn all other obligations to be performed by Tenant hereunder. Landlord's acceptance of !lent or Additional !lent from any otha person shall not be deaned to be a war,er by Landlord or any provision or this Lease. Landlord's consent to ooe assignment or subletting shall not be deemed consen.t lo' any subsequent assignment ot subletting. ·

If any assignee or subl ..... of Tenant or any successor of Tenant defaults in tho performance of any of the provisions of this I.case, wbcthcr or riot Landlord has collected Rent directly from said assignee or sublcsoee, Landlord may f,rocced directly against Tenant without the .,.....;ty of oxhauttlng remedies against such assignee. sub ..... or other succcasor-in-interost. · ·

Provided that in no event shall any further assignmeot, subl...., amendment or modification to this Lesso serve lo' either increase Teoanl's liability. or expand Tmanl's dudca or obllgatioa, hereunder, or relieve Teoant of its liability und« this Lease, then Landlord may consent to subsequent assignmm!I or subletting of this Lease or amendments or modifications to this Lease with any assignee, without notifying Tenant or any successor ofTensnt. and without'obtaining their consoat thereto. · Sectloa 11. 7. Teaant To Pay Landlord'• Costs. UTCll&l\t assi)PIS or sublets the Premises or requests the consopt of Landlord to any assignment. sublclting or other modification of this I.case, or if Tenant requests the consont of Landlord for any act th&! Tenant proposes to do, whether ot not Landlord shall gant consent thereto, then Tenant shall, concurrent with Taiant's submission of any written ·.-.quest therefcr, pay to Landlonl (a) the non-refundable sum of $1,000.00 as reasonable consideration for Landlord's considering ;:.rrocessing the applicable requ""' plu~ (b) the am!)\1111 reuonably estimated by Landlord as its antici legal fees to be incumd by Landlord in connection therewith, not to exceed $500.00 except in the event Tenant requests material modifications to Landlord's custonuity consent Conn documents {provided the same are commercially reasonable), in which cue there shall be no limit on attorney·fees incurred u Jong u such fees are reasonable. Sectloa 11.8. SuccC110r1 and Aallps. Subject to the provisions cootainod he,ein, the covenants and agioemcuts contained in this Leaso shall bind and inure to the benefit of Landlord and Tenant, their respective successors and assip and all persons claiming by, throup or under them.

ARTICLll 12 · MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION; RENOVATION

AND/OR ALTERATION Sec:tloa 12.1. Teaaat'1 ObUptloa to Mainlabl. Tonant shall, al TenaJit's sole e,q,c:nse, maintain the Premises in good order and repair, and shall also keep clean any portion of the Premises which Landlord ls not oblisi,tlld to clean. Such obligation shall include the clean-out; repair and/or replacement of Tenant's garbage disposal{s), Instant-Heat or other hot waw producing equipment, if any, and the cleaning and removal of any dishca and/or food prior to the same becoming unsanitary. If Tenant becomes obligated to repair anything within the Premises, Tenant shall advise Landlord's m&nag!!!J agent of such need, which request shall .be presumed conclusive evidence of Tenant's obligation and willingness to reimburse Landlord f..- such repair(s). ·

Further, Tenant shall pay the cost of any injury, damage or breakage in, upon or to the Premisos created by Tenant's gross negligence or willful misconduct or tho g,oss negligence or willful misconduct of Tenant's agonts, clients, contractors, diroctors, employees, invilees, licerisees, officers, partne,s or shareholders.

Subject to Tenant's obligation for roimbursomcut to Landlord, make all repairs to tho Premises and tho exterior walls, foundation portions of the ftoors of the Building. the systems and equip \SlSOVIMln/B.R.A.T.e. ........ lol -IJIC.IASJ~l.lOOI

16

specified herein, Landlord shall f of the Building, the structural

f the Building and the Tenant

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• Improvements installed in tho Premises. However, if such tepain, main~ or cleaning are requircd due to Tenant's gross negligence or willful misconduct or tho gross negllgeru:e or willful misconduct of Tenant's agents. clients, contractors, directors, employocis, invitees, licensees, officers. partners or shareholders, lhcn, Tenant shall, within fifteen (IS) days after receipt of.Landlord's billing therefor, · reimburse Landlord, as Additional Rent, for any expense of such repairs. cleaning and/cw maintenance in excess of any Insurance proceeds available for reimbursement thereat including for any deductible anticipated in connection therewith. ·

Tenant beroby. waives all right to make- repair& at Landlord's expense ·under the provisions of S~tion 1932(1), 1941 and 1942 of the Civil Cqdc of California. · . Scction 12.2. · Ropllir Period Notice. Tenant shall give prompt notice to Landlord of Tcnant's actual knowledge of any damage or destruction to all or any part of the Praniscll or Bull di~ resulting ftom or arisin, out of any fire, wthquake, or other .identiliible event of a sudden, ~ or UllllSUlll nature (individually or «>lle<;ti.vcly • "Casualty"). Tho time periods specified in this Sec1ion 12.2 shall commenoc after Landlord receives said written notice from Tenant of the occurrence of IL Casualty, Ailor receipt of Tenant's written notice that a Casualty has occurred, Landlord sh&I~ within the later of: a) sixty (60) days after the date on which Landlord dctamines thdull - of the damage caused by

the Casualty, or · · 1>) thirty (30) days after Landlord has dctemiined the extent of the insurance proceeds available to

eifcctu&te repairs, but c) in no event more than ninety (90) days allrr the Casualty, provide wrillell notice to Tenant inilicating the anticipated time period for repairing the Casualty (the "Repair Period Notice;. The Repair Period Notice shall also state, if applicable, Landlord's election eilher to repair the Premises, or to terminate this Leuc, pursuant to the provisions of Section 12.3, and if Landlord .elec:ls to terminato this Lease, Landlord sba1I use «>mma-cially reasonable cfl'orts to provide

. Tenant with a minimum period of ninety (9.0) days within which to fully VIC&lo the l'rolnia. Sectioa 12.l. Land.,rd'1 Option to Terminate or Repair, Notwitl\sta•di•& IIJlylhing to the con1rary contained hemn, Landlonl shall have the option; but not the obligation to elect not to rebuild or restole the Premises &nd/or the Building if one or more of the following conditions is p......i: a} repairs to the Premises cannot reasonably be complctod within one hUlldrtcl and eighty (180) days

after the dale of the Casualty {when such repairs are made without the payment of overtime or other premiums); ·

b} repairs required cannot be made pursuant to the then-oxistin~ laws or regulalio.na atrecting the Premises di Building. or the Building cannot be restored except m a su~stanlially di6mnt struc:tllral or architectural form than existed before the Cdlalty;

c) the holder of any mort~ on the B)lilding or ground or underlying lessor with rcspcct. to the Real . Property and/or the Buildmg shall require that all or such large IL portion of the insurance proceeds bo

· used to retire the mortgage debt, so that the balance of insurance proceeds remaining available to Landlord for completion of repairs shall be insufficient to repair said damage or destnJotion;

d) the holder of any morlglge on the Building cw ground or underlying lessor with m,pect to the Real Property &nd/or the Building sh&ll terminal,, the mortp.gc, ground or underlying leue, as the caac ma.y be; or ·

e) more lhan thirty-three and one-third perca,t (33 113%) of the Building is damaged or desll'Oycd, whether or not the Premises ls all'ectecl, provided that Landlord elects to terminate ill other leases for offices of a similar si2e in the Building. . If Landlord elects not to complctc repairs to the Building or Premises, pursuant to this Seed on I 2.3,

Landlord's election to terminate this Lease shall bo stated in the Repair Period Notice, in which event this Lease shall cease and terminate as of the date contained in Landlord's Repair Period Notice.

If one hundred percent (100%} of tho Building is substantially damaged or destroyed, as ceriifiod by an independCllt building inspector, this Lease shall automatically torminalC alltr Ttnalll's receipt of wrillm notice of such toiminalion &om Landlord, and without action beyond the giving of such notice being required by either Landlord or Tenant . · Upon any teNnination of this Lease pursuant to this Section 12.3, Tenant sba1I pay its prorate sh&re of Fixi,ci Monthly Rent and Additional Ren~ properly apportioned up to tho dale of such termination, reduced by any al>atement of Rfflt to which Tenant is entitled und..- Section 12.5; alltr which both Landlord and Tenant shall thereafter be freed and discharged of all further obllgalions under tho Lease, except for those obligations which by their provisions specifically survive tho oxpiralion or carli..-tcnn1nation of the Tenn. . · . . Section 12.4. Tenant•, Option to Terminate. If: a) the Repair Period Notice provided by Landlord indicates that the anticipated period for repairing tho

Cssua1ty exceeds one hundred thirty-five (135) days after the Casualty (the "Repair Periatl"), or b) the Casualty to the Premises occurs during the last twelve (12) months of the Tenn; then Tenant :,biill have the option, but not the obligation, to termi le thisLeasc by providing written notice (''Tenant's T-in&tion Notice") to Landlord within thi 3 ) days after receiving the Repair Period Notice in the case of 12.4 (a); or within thirty (30) tho Casualty, in the case of Section 12.4 (b). Furthermore, if: 1s2sov ..... 1B.Jl.AT.~JM./AS/O---J,2ooa

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• • c) Landlord does not complete the repairs required hcreinabova within the Repair Period, and d) ·further provided Landlord has n_ot diligently commenced arid continued to prosecute to completion

repair of the damage and/or destruction caused by the Casualty, and

e) Landlord has not completed the repairs thereafter on or before thirty (30) days after the expiration of the Repair Period,

. then Tenant shall also have the option, but not the obligation, to terminate this Lease by giving Landlord w,i_ notice of its intention to so terminate, which notice shall be given not more than forty-five (45) days after oxpiralion of the Repair Period.

Tenant's failure to provide Landlord wijh Tenant's Termination Notice within the time periods specified ba'einabove shall be deemed conclusive evidence that Tenant has waived its option to terminate thisLeaie. Seetlo• 12.5. Temporary Space and/or Rent Abatement Duri•1 Repaln or Reaovatlon. During the Repair Poriod or during any such period Iha! Landlord complOC.S Work (as defined hereinbelow) or Renovations (as defined in Section 12.11 heleinbelow), ifavallablc, and if requested by Tenan~ Landlord shall make available to Tenant other space in the Building which, in Tenant's reasonable opinion, is suitable for the temporary conduct of Tenant's business. However, if such temporary space is smaller thal\ the Prem~ Tenant shall pay Pixed Monthly Rcl\l and Additional Rent for the tempormy space based .upon the calcul&ted rate por rentable square foot payable hereunder for the Premisel, times the number ofren1able square feet il.vailable for Tenant's use in the temporary space.

If no temponily SP&CO is available that is reasonably salisfaolory to T~ and any part of the Premises is raulered untenantablo by reason of such Casualty, Work or Renovation, then to the extent that all or said portion of the usable area of tho Premisos is so rendered untel\anlahle by reason of sucb. Casualty, WO<k or Renovation, Tenant sball be provided wi1h • proportionat6 abatement of Fixed Mon1hly Rent and °"dditional Rent; provided, however, in the event that ihe Nnllining usable portion of the Premises is not sufficient to 11low Tenant to efficiently conduct its business therefrom, the Fixed Monthly Rent and Additional Rent for the entire Premisoa shall be' abated ilt its artirety. In the ovan of any such proportional abateme~ tho proportional abatement shall be based on the usable square footage of 1he Pr!,misea that eannot &nd is ·not actually used by Tenan~ divided by the total usable square feel contained in the Premises. That praportional abatement (or complete abatemen~ as the case may be), if any, shall be provided during the penod beglnnin_g on tho later of •) the date of the.Casualty; or · b) the actual date on which Tenant ceases to conduct Tenant's normal business operations in all or any

portion of tho Premises, and shall end on th• date Landlord achieves substantial completion of restoration of the Premises. Tenant's acceptanr.e of said abatement of Rent shall be deemed conclusive ovidente ofTenalil's waiver of any further claim or right of future claim fur any loss or damage asserted by Tenant arising out of the Casualty Repair, Won: or Renovation, as tho. case may be. SeetloaU.6. Tenant'1WalvorolConaequeotlalDamaces. Subject to Section 12,4, the provisions contained in Section 12.S are Tenant's sole remedy arising out of any Casualty. Landlord shall not be liable to Ten&nt or any othor person or entity for any dlm:I, indirtd, or eonsoqumtial damage (including but not limittd to losl profits of Tenant or loss of or interl'erence widi Tenant's business), unless caused by the gross negligence or willtul misconduct of Landlord or the gross negligence or willful misconduct of Landlord's agents, contractors, director!, employ- licenser,,, officers, partners or sharoholden, duo to, arising out o~ or as a result of the Casualty (Including but not limited to the termination of the Lease in connection with the Casualty). · Sectloii 12.7. Repair or The l'remilea When Casualty Not Caue4 By Teaaat. If the cost of repair of any Casualty is covered undor one or more of the insurance policies Landlord is requiR<I horein to provide, then, provided such. Casualty is not • result of Tenant's negligence or misconduct or .the negligence or misconduct of Tenant's agents, contractors, ditoeton, employ- licenser,,, officers, partners or sharoholden, Landlord shall restore tho base core and sbell of tho Premises to its condition prior to tho Casualty and repair and/or replace the Improvemonts·pmously installed in the Premises.

If Landl~rd bas elected to complete repairs to tho Promises, and bas not elected to torininate this Lease, as specified in Section 12.3, !hon Landlord shall complete suclt repairs within the Repair Period, in a ·mannu, and at times, which do not unreasonably interfere with Tenant's use of that portion of dle Premises remaining unafi'eeted by the Casualty. Provided Landlord bu elected to make the repairs requited hereunder, this Lease shall not be void or voidable during the Repair Period, nor shall Landlord be deemed to have constructivoly evicted Tenant thereby. Section 12.8. Waiver. I Tenant heroby waives the provisions of Califurnia Civil Code Sections 1932(2)

Ci Section 12.9. Repair of tho Baildine, Bxcept as specified hereinabove, unless Landlord terminates this Lease as permitted heroin.bove, Landlord shall repair the Building. parking structure or o1hor supporting structures and lacilities within twn hundred and seventy (270) days aftor Landlord becom~ aware of such

· damage and/or deslruction. · Seetlou 12.10. Governmeot-Roqulnd Repairs. If, during tho Tffl!I, additional inspections othet than those standud annual or biannual inspections to which the Buildi may generally be subject; testing.

SJ repairs and/or reconstruction ( collectively the•• Worku) arc required any govcmmartal authority, or if, ; .. , upon the recommendation of its engineers, Landlord independen el to undertake all or any portion q of the Work prior to being required to do so by such govommen a rity, Landlord shall give notice

thereof to Tenant &nd shall use its best offi>rts not I!) unreason ly · fore with Tenant's use of the l:ilSOV...,IB..J.A.T.'2Nat1arl.Mrllril,S../AS/O--l,lOOI

18

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• • . Premises while completing tho Work. Tenant shall cooperate fully with Landlord in connection with the

Work and, upon tho prior written request of Landlord, shall make tho Promiaos available for completion of tho Work. Tenant agrees that Landlord shall allocate all costs associated with completion of tho Work to tho Buildiag's Operating Expenaos, but only when Oltpressly permitted to under the provisions of Section 4.1 of this Lease. · ·

lf Landlord elects.to undertake the Worlc during tho Term, then Tenant shall be entitled to an abatement of rent, pursuant to the provisions of Section 12.5 hereinabovo, and Landlord shall be

· completely responsible for repair of any damage to lhe Promises and all costs associated with the removal, moving and/or storage of Tenant's furniture, arlWOrk, office equipment and ftlea. Landlord will restore any and all areas damaged by completion of !he Work to their previous quality and pay all clean. up cosls. Landlord further agrees that it shall uae commercially reasonable etforta to see that all construction, such as coring or power nailing that could be disruptive to Tenant's normal business operations shal~ in·so far as is reasonably possible, be performed between tho houn of7:00 pJD. to 7:00 a.m. Monday lhrough Friday; a1ler I :00 p.m. on Sl!urdays and/or al any time on Sundays.

Except in the case of Landlord's gross negligence and/or willtw misconduct or the gross negligence and/or willtw misconduct of Landlord's agents, conttacton, directors, employees, offlcen, partncn, and/or shareholden, Tenant shall not hsve tho right to terminate this Lease as a rosult of Landlord undertaking the Work, nor shall Tenant or aey·third party claiming under Tenant be entitled to make any claim against Landlord for any intemiption, interferoncc or disruption of Tenant's businoss or losa of profils therefrom as a result of the Work, and Tenant hereby releases Landlord from 111y claim which Tenant may have apinst Landlord arising·ftom or relating to, dira:tly or indirocdy, the pufurmance of the Work by Landlord. Secllo1 12.11. Optional Landlord Renovation. It is spocificaliy understood and agreed that Landlord has no obliglllion to alter, remodel, improve, renovate or decorate the Premises, Buildln& or any part

. thereof and that, Oltcept as Oltpressly set forth in this Lease, and Landlord bas niado no reproaenlalions and/or warranties to Tenant reapecllng the condition of the Premises or tho Buildi11g, iru:luding. without limitation, any representation or wamnty regarding any upgrades or other improvements to any CommlHI Areas of the Building or Real Propaty,

However, al any time and from time to time during tho Tonn, Landlord may elect, in Landlord's sole discn:tion, to othcrwiJo renovate, improve, alter or modify elements of the Roal Property, the Building and/or the Premises (collectively, "Renovations") including without limitation, the parking" mcilities, Common Areas, systttns, equipment, roof, and structural portions of the same,· which Renovations may include, without limitation: a) modifying the Common Areas · and tonlDI spa«:es to comply wi1li applicable laws and regulations,

including regulations relating to the physically disabled, seismic conditiona and building safety and security, and .

b) inslalling now carpotin& lighting and wall covering in the Building Common Areas. In connection with such Renovations, Landlord may, among other thinp. erect scaftblding or other

nocossary slructures in or about the Buildin& limit or ollmmalo access. to portions of tho Buildin& .· Common Areas or parking mcilities serving the Building, or perform other work in or about tho Building, which work may create noi,ae, dust or debris that remains in the Building.

Landlord shall have Ibo right to access through the Premises as well as the right to take into and upon and through all or any part of the Premises, or any other part of the Building. all materials that may reasonably bo required to make such repairs, alterations, docoratin& additions or improvements punuant to the provisions of thia Section 12.11. So long·as Tenant shall maintain reasonable....,.. to the Premi..., lhc Building and the parlting lilcilities, Landlord shall also have tho ri~ in the coune of the Renovations, to close entranccs, doors, corridors, elevators, or other building fac,iiti.., or temporarily to abate lhe operation of such lilcilitiea ·

So long as Tenant is not required to vacate the Promises for any reason arising out of the Renovation,, and maintains reasonable access to th• Promises and the parking facilitieo, Tenant shall permit all of the Renovations to be done, and except in the case of Landlord's gross negligenoe or willful misconduot or the gross negligence or willful misconduct of Landlord's contracton, directors, employees, officers, partners or shardtoldm, without clalming Landlord i., guilty of the constructive eviction or disturbance of Tenant's use and possession. - ,.

Landlord shall not be liable to Tenant in any manner (Oltcept as expressly provided 9therwlsc in this Lease). whethcr for abatement of any .Rent or other charge, reimbunement of any oxpensc. inju,y. loss or · dainage to Tenant's propertY, business, or. any person claiming by or under Tenant, by. reason of interference with the buSJnoss of Tenant or. inconvenience or annoyance to Tenont or the customen of Tenant resulting ftom·any Renovations done in or aboul the Premises or the Building or to any adjacent r,r nea:by building. land, street or alley. Howevtr, Landlord agreea that the Renovations shall be scheduled insollu: as is commercially reasonable to permit Tenant to continue its normal business ope,ations, with .advance notice thereof; and in such commercially reasonable manner so as to minimize Tenant's inconvenience. · Section 12.12. Optional Tenant Chane., Durln& tile Term. Afler completion of tho initial lmprovements contemplated hereunder, if any, Tenant shall make ·no alteration, change, addition, removal. demolition. improvement, repair or replacement in, on, upon, to or about the Pr_emises. or at any time to any portion of tho Building (colloctivoly or individually a "Tenant Change"), without tho prior written consent of Landlord, which consent shall be grantedJcld in Landlord's reasonable discretion. Notwithstanding the forcgoin& Tenant shall bave wit!'out Landlord's consent but

IS2.50V_,r,/B.l..A.T .......... lnG.IAS/t>«.-nbwJ, lODI ~

19 laifi.l Innill Initial

• ' upon ten (10) days prior notice to Landlord and in oompli= with Exhibit B;l, to make stTictly cosmetic, non-suuctural alterations (such aa new .paint and carpet and .minor changes to millwork) ("Cosmetic Alterations•) to tho Premises that (i) an, equal to or better than the minimum Building standards and specifications to the Premises; (ii) do not affect the exterior appcaranco of the Building; (ill) do not affect the Building systema and/or the Building structure; (iv) do not interfere unreasonably with another occupant's normal and customary business; and (v) do not require a bllilding permit or any other form of approval whatsoever from any governmomal authority. Bxccpt as otherwise specified in Article 7, any Tenant Change shall, at the tennination of this Lease, beeome a part of the Buildlng and belong to Landlord, pursuant to the provisions of Article 7. Any application for Landlord's consent to a Tenant Change, and the completion thereof, shall'be In confurmance with the provisions of Exhibit B-1, altacllod hereto and made a part hereof by reference.

Tenant shall not knowingly permit Tenant's agents, .clienlS, contractors, directors, employees, invitees, lice- otlicen, par1Mn or shareholders to domcc the walls, floors and/or ceilings of the Premi,,o, nor marl<, drive naib, screws or drill hol01 into, paint, or in any way mar any surface in the Building. Notwithstanding the above, Tenant is hen:by permitted to install such pictures, certificates, li- artwork, bulletin boards and similar items as an, nonnally used in Tenant's business, so long as such installalion is carefully attached to tho walla by Tenant in a manner IQSOnably prescribed by Landlord. .

If Tenant desires, is a part of any Tenant Chsnge. to maJco any revisions what.soover to the electrical, HV AC, mccbanical, lifc.ssfety, plumbing, or sttuctural systans of tho Building or Premises, such revisions, if approved by Landlord, must be completod by subcontracton specified by Landlord and in the manner and IOl:&lion(s) reasonably prescribed by Landlord. If Tenant desirm to install any telephone outlet., lhe same shall be installed in the manner and localion(s) reasonably prescribed by Landlord.

If Landlord consents to any requested Tenant Change,.Tenant shall give Landlord a minimum of fifteal (IS) days writtm notice prior to commencement them,£ Landlord reserv01 lhe option, but not . the obligation, to enter upon lhe Premises for the purpose of posting and maintaining such noticos on the Premises as may be reasonably necessuy to protect Landlord against mechanic's liens, material man's liena or other liens, and/or for posting any other notices that may be proper and necessary in connectlon with T<IWll's completion of the Tenant Change. · ·

If any alterations, additions or improvements made by Tenant r01Ult in Landlord being required io make any alterations to other portions of the Building in order to comply with any appUcable Slalutcs, ordinances or regulations (e.g., "handicap ·ordinances") lhat Tenant shall reimbunc Landlord upon demand for all co>ts and =cponsea incurred by Landlonl in making such alterations. In addition, Tenant shall reimbunc Landlord for any and all of Landlord's out ofpoclcet c:osts incurred in reviewing Tenant's plans for any Tenant Change or for any other "peer review" wori< associatod with Landlord's review of T-.t's plans for any Tenant Change, including. without limitalion, Landlord's out of pocket costs incurred in enpging any third party engineers, contnctors, consullonts or desian specialists. Tenant shall pay such eosts to Landlord wi1hin live (S) businOIS days after Landlord's delivery to Tenant of a copy of the invoicc(s) for. such work. Sedlon U.13. Esprus Aaftement. The provisions of this Lease, including those contained in this Article 12, constltilte an .. prms agreement between Landlord and Tenant that applies in the event of any Casually to the Premises, Building or Real Property. Tenant, therefore, fully waives the provisions of any stalUte or regulations, including California Civil Code Sections 1932(2) and 1933(4), and any other law or statute which purports to govern the rights or obligalions of Landlord and Tenant i:onc:eming a Casually in the abtence of ""I""" agreement Tenant and Landlord expr01Sly agrao and accept that any succcasor or other law of like impOrt shall have no application hen:under.

ARTICLl!.13 CONDEMNATION

Seetloa 13.1, . Condemnatlo• of the Premlno. If more than twenty-five percenl (25%) of the Premises is lawfully condemned or talcen in any manner for any public or quasi-public use, or if any portion of the Building is condemned or taken in such a mann..- 1hal Tenant is reasonably prevented fi:om ob!llining accesa to the Building or the Premises, this Lease may, within ten (10) business days of suob taking, bo terminaled at the optio11 of either Landlord or Tenant by one party giving the .oth..- thirty (30) days written notice of ill intent to do so, If either Landlord or Tenant provide the other party written notice of, tenninalion, tho Torm and 01lale hereby granted llbaJI for1bwi1h cease and terminate as of the esrlier of the date of vesting of.tide in such condemnation at taking or the date of taking of possession by the condemning authority. ·

If loss than twenty-five percent (25%) of the Premises is so condemned or taken, thcu Ille term and estate hereby gnmted with respect to such part shall forthwith cease and terminate as of the esrlier of the date of vesting of title in such condemnation or taldng or· the date of taking of possession by the rnrufmming authority, and the Fixed Monthly Rent payable hereunder (and Additional Rent payable pu,suant to Articles 3 or 4) shall bo abated on a prorated basis, by dividing the total number of usable square feet so taken by the total number of usable square feet contsined in the Premises, then multiplying said percentage on a month)y basis, continlling from the date of such vesting of title to the date specified in this Lease for the expiration of the Term hereof.· Section 13.l. Co11demn1tloa of the Building. !floss than twonly-five percent (25%) of the Building is so condemned or taken, then Landlord shall, to the extent of the p oceeds of the condemnation payable to Landlord and with IQSOnlble diligence, restore tho remain· g rtion of tho Building as nearly as pncticable to its corufition prior to such condemnation or talcin,KI •¥-~lltthBI, if such proceeds constitute

JSnCIVmtunilB.A.A.T.Bnlll'tll...,_1-.1.Ul~),lOOI

20 + I~·

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(. ,. less than ninely percent (90%) of Landlord's estimate of the cost of rebuilding or ~raUon, then Landlord may terminate this Lesso on thirty (30) days' prior written notice to Tenant. ·

If more than twenty-five percent (25%) of tho Building Is so condemned or taken, but the Premises are unaffected thereby, then Landlord shall have tho option but not the obligaUon, which election shall be in Landlord's solo dlsactlon, to terminate this Lease, effeclive the earlier of the date of vesting of title in such condemnation or tho date Landlord delivers actual possession of the Building and Premises to tho condemning authority, which election by Landlord shall be provided to Tenant in writing. . Secdoa 13.3. Award. If any condemnation or taking of all or a part of the Building takes place, Tenant shall be entitled to join in any action claiming compensation therefore, and Landlord shall be entitled to receive that portion of the award made for tho value of the Building. Premises, iessehold improvements made or rcimbunled by Landlord, or bonus value of tho Leuo, and Tenant shall only be entided to receive any award made for tho value of tho estate vested by this Lease in Tenan~ including Tenant's pro•imate damages to Tenant's busiaess and reasonable relocation expenses. Nothing shall preclude Tenant from . intervening ln any such condemnation proceeding to claim or receive from the condemning aulhority any compensation to which Tenant may .otherwise lawfully be entitled io such case in respect of Tenant's property or for moving to a new location. Secdon 13.4. Coademnation (or a Limited Period, Notwithstanding the provisions ofSoclion 13.1, 13.2 or 13.3, e,cceptduring tho final twelve (12) months oftbo Term, if all or any portion of tho Premises are condemned or takt11 for govommental occupancy 1br a limited period (i.o., anticipated to be no longer than sixty (60) days), then this Lesso shall not terminate; there shall be no abatomeot ofFixed Monthly Rent or Additional Rent payable hereunder; and Tenant shall be entitled to receive the entire award therefor (whether paid u damages, rent or otherwise).

If, during the final twelve (12) months ofiho Tenn, all or any portion of the Premises are condemned or taken for governmental occupanc:y 1br a limited period anticipated to be in excess ofsixly (60) days, or for a period exteodod after the apiration of the initial Term, Tenant shall have tho option, but not tho obligaUon, to terminale this Lease, in which·...., Landlord shall be entitled to such part of such award u shall be propetly allocable to the cost of restoration of the Premises, and the balance of such award shall be apportioned between Landlord and Tenant u of the date of such termination.

If the taminadon of such governmental occupancy is prior to expiration of this Lease. aod Tenant has not elected to terminate this Lease, Tenant shal~ upon receipt thereof and to the extent an award has been made, restore the Premises . u nearly u possible to the condition in which they were prior to the condemnation or taking.

ARTICLE14 MORTGAGE SUBORDINATION; ATroRNMENT AND MODll'lCATION OF LEASE

Section 14.1. Subordlnltioll. This Leue, the Term and estate hereby gran1td, are and shall be subjccl and subonlinate to the lien of each mortgage which may now or at any time bereailer a1Yect Landlord's interest in the real property, Building, paiking fal:iliti<s. Common Areas or portions thereof and/or tho land thereunder (an "underlying mortgap"), regudless of the interost Rte, the terms of repayment, the use of the proceeds or any other provision of any sud\ mortgage. Tenant shall l!:om limo to time execute and ddivc,r such instruments u Landlord or the holder of any such mortpge may reasonably request to confinn the subordination provided in this Section 14.1. · Sectloa 14.2. Attoram .. t. Tenant confirms Iha!;~ reason of a deliwlt undct ao. underlying mortgage the interest of Landlord in the Premises is termi provided Tenant is g,:anted in writing continued quiet enjoyment of the l'remisea pursuant to the 1"rms and provisions of this Lease, Tenant shall attom to the bolder of the reverslonary interest in the Premises and shall recol!llize such holder u. Tenant's landlord under this Lease, but in no event shall such holder be bound by any payment of Rent paid more than ono month ln advance of the date duo under this Lease. Tenant shal~ within fifteen (IS) days after request thorofor, e,cecuto and deliver, at any time and from time to time, upon the request of Landlord or o( tho holder of an underlying mortgage any instrument which may be necessary or appropriate to evidence such attomment Section 14.3. Modification or LeaH; Noda of Dolault. If any current or [:~ve mortgagee or ground lessor fur the Building requires a modification or modifications of this . which modification or modifications will not cause an increued cost or expense to Tenant or in any other way materially and adversely change the right, and obligations of Tenant hereundc,r, then in such ev~ Tenant agrees that this Lesso may be so modified. Tenant agrees to e,cecute and deliver to Landlord within fifteen (IS) days following the request therefor whatevc,r docwnenti are requir,,ci to effectuate said modification. Should Landlord or any such current or prospective mortgagee or ground lessor require execution of a short fonn of Lease for recording. containin& among other customary pmvisions, the names of the parties, a description of the Premises and the Term, Tenaot agrees to execute and deliver to Landlord such short form of Lease withiti fiileen ( IS) days following the request therefor. Further, Tenant shall give written notice of any deliwlt by Landlord under this Lease to any mortgagee and ground lessor of the Building and shall afford such mortgagee and ground lessor a reasonable opportunity to cure such delimit pr1.,.. to exercising any remedy under this I.ease.

ARTICLE15 ESTOPPEL CERTIFICATES

Section 15.1. Estappel Cortilkata. Tenant shall, within fifteen (l written request therefor (but in no event more frequently than fuut .(4 period during the Term), e,cecute, aclcnowlodge and deliver to L · d

21

days after receipt of Landlord's es per each twelve ( 12) month an Estoppel Certificate, which

lnilial

• may be conclusively relied upon by any .prospective F,rchasor, mo~p or beneficiary under any deed oftrusl covering the Building or. any pan ther~f. S111d llsloppel Ceruficate shall certify the following: •) that this Lesso is unmodified and in full force and elftct (or, if there have been modifications, that this

Lease Is in foll force and elfect, as modified, and slating the date and nature of each modification); b) the date, if any, to which rental and other sums payable hereunder have been paid; c) that no notice has been received by Tenant of any delltult which has not been cured, except as to

defaults specified in the certificate; · · d) that Landlord is not in default under this Lease or, if so, specifying such detiwlt; and •) such othor factual matters as may be reasonably requested by Landlord.

Tenant's fiulure to deliver the Bstoppel Certificalo within five (5) days following receipt of the Landlord's second (2nd) written request therefor shall elllitle Landlord and any party relying on such certificate to conclusively presume that the liu:ts contained in such c:«tilicalo arc true and correct.

ARTICU:16 NOTICES

Sect!•• 16.1. Notlcea. Any notice, comart, approval, agreement, certification, request, bill, demand. statement, accoptance or other communicati'"1 hereunder (a "notice") shall be in writing and shall be considaed duly given or furnished when: a) delivered pcnonally or by messenger or overnight delivery service, with signature evidencing such

delivery; ' . . b) upon the date of delivery, after being malled in a postpaid envelope, sent certified mail, return uceipt

requested. wbea ldtnSSed lo Landlord as set forth in the Basic Lease Information and to Tenant at the Pranists and any othm address for Tenant speoilied in the Basic Lease Information; or lo such other addreaa or addr- as eithm party may designate by a written nolice given pursuant herelo; or

c) upon conlirmation of good -issian if sent via licsimile machine to such phone number as shall have beat provided in writing by Landlord or Taiaa~ ·one to the otba'. If Tenant tails to provide another valid addroa, other than the Premisos, upon which service to

Tenant can bo perfected, then Tet1a11t hereby appoints as its aga,t to receive the service of all dispossessory or distraint proc:eodinp and notices thereunder the peraon in charge of or ocwpying the Premises at the time, and if no person sball be in charge of or occupy the same, then such service m•Y be made by altathing the same to the main cntranu of the l'Ienlises.

AllTICL& 17 ., DEFAULT AND LANDLORD'S OfflON TO ctlll

Section 17.1. Ten•at's Del'aalt. For tho purposes of this Section 17.1, if the term"Tenant", u used in this Lease, rolers to mQre than one person, then, such term shall be deemed to include all of such persona or any one of them;, if any of the obligations of Tenant under this Leu, arc guarantoed, the term "Tenant", as used in Section 17,l(o) and Section 17.l(f); shall be deaned to also include the guarantor or, if there is more than one guarantor, all or any one of them; and if this L .... has been assigned, the term "J"onant", a, used in Section, 17.1 (a) through (b), Inclusive, shall be deemed to include the assignee and assignor, jointly and severally, unless Landlord shall have, in connectian with such asslgninen~ previously relessed tho assignor from any tllrtber liability under this Lease, in which event the term ''TCDIIII", as used in said subparagrapbr, shall not include Ibo assignor that wu previously released.

Tenart's oontinued OCCUpall<>Y and quiet enjoyment of the Pmnists and this Leu, and the covenants and estate berd)y grantod are subject to the limitation that: 1) if Tenant falls to make any payment of Fixed Monthly Rent or Additional Rent within three (3)

business days following Tenant's receipt ofwritllol notice from Landlord that any such amount iJ due and unpaid, or

b) if Tenant abandons or vacates the Premises and con=tly discontinues the payment of&.nt, or c) ifTenant defaults in the keeping. observance or performance of any covenant or agreement sot forth

in Sections 6.1, 6,2. or 19.3. and if such default eootinues and is not cured by Tenant before the expinotion of Landlord's writtm 3-Day Notice to Cure or Qui~ or

d) if Tenant dofiwJts in the keeping. observance or performance of any covenant or agreement including any provisions of the rules and regulations established by Lsndlord (other than a default of !be . chlll'll<Oler referred to in. Sections 17.1 (a). (b) or (c)), and if sudl default continues and is not cured by Tenant within thirty (30) days after Landlord has given to Tenant a notice ~ing the same, or, in the case of such a default which for causes beyond Tenant's ressonablo control (including occupancy of a sublcssee) cannot with duo diligence be cured within such period of thirty (30) days, if Tenant: I) does not, promptly upon Tenant's receipt of such notice, advise Landlord of Tenant's intention ·

duly to institute all steps necessary 1o cure such delilult, or . , · ii) does not dulr, institute and thereafter diligently prosecute to completion all steps (including. if

appropriate, egal proceedings against a detiwlting sublessee) necessary to cure the same, or · e) intentionally omitted, or f) ifTcnant

i) applies for or consents to the appoinbncnt ot or the talcing f trustee or liquidator of itself or of all or a substantial part o ta

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ii) admits in writing its inability, or is g"'1cl'ally unable, to pay its debts as such debts become duo, Ill) malr.os a general asslgiunent for the benefit of its creditors, ·

· Iv) COIDIJientes a voluntary caso under fcdonl bankruptcy lawa {as now or heroailu in off<llt), v) lilos a petition seeking to tako advantage of any other law relating to bankruptcy, insolvency,

reorganization, winding up, or composition or adjustment of debts, · · vi) liils to controvert ·in a timely or appropriate manner, or acquiesces in writing to, any petition filed

against it in an involunta,y case under such banlcruptcy law1, · · vil)taite any action for the pucposo or otfecting aay or tho foregoing. or

II) if a proceeding or caso is commenced, without !he appllcallon or constlll of Tenant, ln any court of ccmpetent jurisdiction, seeking: I) the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debts,

ofTenant, or II) the appointment of a trustee, receiver, custodian, liquidator or the like of Tcoant or of all or a

substantial part of iu assets, or · Ill) similar relief with tospcct of Tenant under any law relating to bankruptcy,· insolvency, ·

roorganizatlon, winding up, or composition or adjustment of debts, and such proceeding or case shall continue undiamisacd, or an order, judginart or decree approving or orderi!IJ any of the foregoing shall be entered and continu1,uostayed and In otli,ot, for a period of sixty {60) days,' or an order for relief apinst Tenant sh.all be entered in an involuntary cue under such baJ\kruptcy ~or. . .

· h) if Tenant fails to take possossioo of and - into tho Prcml,a within fi!t=n {IS) cala\dar days after LandloRI tendora the same in writing to Tenant, unless Tenant adtnowlcdgos and accepts the Commcncaneat Date as occurring within such lill=n-day time period, and pays Rent thereon from such Commencomcot Date, then, In any or cadt such ..,cot, Tenant shall be deemed to have committed a material default under this Lease.

Section 17.2. °Laadlord't Optloa to CUn Teaaat~, Defalllt. IfTcnant ent<n into a default under this Lease, in lieu of Landlord's isauancc of a wri\len notice, as sp<eilicd bercinbclow, Landlord may aire the same at the sole e,cpenso of Tenant: a) immediately and without notice in the cue of emergency; if ssic1 default is specified in Sections

\7.1 {a), (b) or {c). or if such default umeasonably intemzes witb the U30 by any 01her tenant of the Building; witb the efllcicnt operation of the Building; or will result in a violation of law or in a canc,,llation of any insurance policy mojntalned by Lai,dlonl. and

b) after the oxpiration of Landlord's 3--Day Notice of lnlent to Curo, in the case of any defiwlt other than those specified m Section 17.2 (a) hercinabove. .

Section 17.3. Landlord'• Option to Terminate 11111 Leue. In addition to any other remedies Undlord ·may have at law or in equity, Landlord shall be entitled to give to Tenant a written notice of intention to tenninate this Lease at. tho expiration of three (3) days from the date of tho giving of such notice, and if such notice is given by Landlord, and Tenant liuls to cure the default., specified there.In, then this Lcaae and lhe. Term and osla~ hereby granted (whether. or not tho Conunencomenl Date has already occurred) shall tenninate upon tho expiration of such three (3) day period (a "Default Termination"), with the same ell'ecl as if the last of such three (3) days were the Termination Dato, except that Tenaot shall remain liable for damages as provided befeinbelow or pursuant to law. Section 17.-1. Certalll Pa_ ymeall. Bills for all rcuonable costs and c:xpensa incuricd by Landlord in connection with any performance by it under Soclion 17.2 shall bo payable, as Additional Ren~ pursuant ·to the provisions of Scction 4.3. · Seedon 17.5. Certala Wllven. Unless Tenant has submitted documentation that it validly disputes Landlord's billing for Fixed Monthly RCIII hr;rounder, or is completing an audit of Landlord's Operating Expense Statement, if Tonaot is in delllull in payment of Pixed Montl,Jy Rent or Additional Rent hereunder. Tonaot waives the right to designatt the items 'against which aoy paymOIIIS made by Tenant aro to be ciedi~ In lieu tberoot Landlord may apply any paymcota received from Tenant to the then· oldost billing remaining unpaid on Tonaot's rental aocount or to any other payment due liom Tenant, as· Landlord soos fit. Section 17.6. Landlord Der.ult. Notwithstanding anythlng to .the contrary sot forth in this Lease, Landlord shall not bo in domult in the perfomwx:e of any obliption required to be performed by Lsndlord pursuant to this Lease unless: · a) in the event such defiwh is with respecl to the payment of money, Landlord lails to pay such unpaid

amount., within five.(S) business days of written notice from Tcoant that the same was not paid when -or .

b) in tho event such defiwh is otbor than tho obliption to pay money, Landlord lails to ~rm such obl~tion within twenty {20) days after tho receipt of notice from Tenant specifyu,g in detail Landlord's failure to perform; provided. however, if the nature of Landlord's obligation is such that more than tw011ty {20) days are required for iu performance, then Landlord shall not be in deliult under this Lease if it sbaU commer,ce such performance within such twenty (20) day period and thereafter diligently pursue tho same to completion. within a reaso able time period. Upoil any such defiwlt by Landlord under this Lease, Tcoan · , except as otherwise specifically

provided in this Lcaso to tho contrary, cxen:iso any of it., rights p i( at law or in equity.

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• ARTICLE18

DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC. Section 18.1. Damaga. If Landlord tenninates this Lease, pursuant to the provisionJ of Section 17 .3 (a "Default.Termination"), then Landlord may recover from Tenant the total of: . a) the worth at the time of award of the unpaid Pixed Monthly Rent and Additional Rent earned to the

· · date o(such Defil!,lt Termination; and . b) the worth at tho time ofaward of the amount by which the unpaid Fixed Monthly Rent and Additional

· Rent which would ha•• been earned after tho date of such Default Termination until the time of awird exceeds the amount ofsucb rental loss that Tenant proves could have been reasonably avoided; -and .

c) the worth al the time of awird of the amount by which the unpaid F"ixed MOll!bly Rent and Additional Rent which would have been earned for the balance of the Tmn after the timl, of awird exceeds the alllOllnt of such rental loss that Tonant provea could have been reasonably avoided; and ·

d) any other amount reasonably necasa,y to compensate Landlord for all of the detriment proxlmatoly caused by Tenant's failure to observo or perform any of its covenantS and llgrCemenll under this

. · Lesso or which in tho ordinary course of events would be likely to result therefrom, including. without limitation, the payment oftbe reasonable expenses incuned or paid by Landlord in re,entering and securing possession of the Pn:n1ises and in the relettlng thereof (including, without limitation, altering and preparing the Ptornises for new tenants and brokers' conunission); and

e) at Landlord's sole election, such other amounts in addition to 'or in lieu of tbe foregoing .. may be permill<d from time to time under applicable California laWL . _.

S..Un 18.2. Computatlona: The "worth at the limo of award" Is computed: a) in paragraphs (a) and (b) above, by allowing interest at the rate often perceot (10%) per annum (but

in no event in oxcesa of the maximum rate pennilll:d by law); and · . . b) in paragraph (c) above, by discounting such amount at the discount rate oftbe Federal R-.. Blllk

of San Fninciaco at the limo of award plus one pet<ent (! %). _ . · · c) For pu,posea of computing unpaid rental which would have acaued and become payable und..- 1hi1

Leaso, unpaid rental shall coasist of the sum of l) . the total Fixed Monlhly Rent for the ba~ of tile Term, plus ii) a computalion of Ta>al)l's Share of Additionlll Rent duo unc1or· lho Lease including. withOl,lt

limitation, Tenant's Sharo of any increase in Operating Expenses (including real - ~) tbr the balance of the Torm. For purpose, of computing any increases due Laodlord hereunder, Additional RO!lt for the calendar year of tho default and for each tbture _calendar year in the Term shall be assumed to be equal to tho Additional Rent for the calendar year prior to the year in which default occun, compounded at a rate equal to tho mean average rate of !nllation for tho preceding five calendar years as ddcrmincd by the United Stst<a D~ of Labor, Bureau of Labor Slalisllcs Consumer Price Index (All Urban Consumca, all itoms, 1982-84 equals 100) for tho mctropolilln area or region of which Los Angel.., Calilinuia is a part. If such index is discontinued or revised, the average rate of inflation shall be determined by reler,:nj:e to the index desigilalod as the successor or substitute index by the gOYernment of the United Slatea.

Section 18.3. R&-Enlr)' by Landlord. a) If a Deliwlt TcnniDalion occui1 or any default specified in Secti0111 17.1 (a) through (g) occun and

cont!au .. beyond the period.~ grace (if any) therefor, Landlord or Landlord's authorid representatives may re-enter the Premises and remove all-persons and all~ tbetelrom. either by sun;unary dispossession proceedings or by any suitable action or proceeding at law, without being liable to indiclmcnt, prosecution or damagea therefor, and may repossess and enjoy tho Premises. No re-entry or repossession of_ the i'J<rnises by Landlord or its representatives under. this Section 18.J shall be construed aa an election ID tenninate this Lease unloss a notice of such election is sivon to Tenant or onless the termination thereof is dccroed by a court of compell:llt jurisdiction. The words "rr,eutor", "re-entry" and "re-entering" as used herein are not restricted to their tecbnical legal meaninga

b) If any defauit specified in Sections 17.1 (a) through (g) occurs and continues beyond the period of · grace (if any) therofor, then if Landlord doea not elect to 1et111inate this Lease Landlord may, from

limo to time and without tenninating this Lease, embrce all its rights and rernedies under this Lease, · including the right to rocove< the Fixed Monthly Rent and Additional Rent as tho same becomea

payable by Tenant hereunder. . i) If Landlord consents thereto, Tenant may sublot the Premises or any port thereof(wbicb consent

Landlord agrees will not be uureasonably withheld). subject to Tonant's compliance with the requirements of Articlo 11 of this Lease. So long as Landlord ls exercising Ibis remedy it will not terminate Tenant's right to possession of the Premises, but it may engage in the adS permitted by Section 1951.4(c) of the CalifurniaCiYil Code. · .

c) If Tenant sbandonJ the Premises in breach of this Lease, Landlord shall have the right to relot the Premisea or any part thereof on such terms and conditions and at such rentals i,s Landlord in its sole discretion may dwn advisable, with thcrlght to make a!terati and repairs in and to the Premises necessary to releUing. If Landlord so elects to relct, then gross r lals received by Landlord from the roletting shall be applied: _

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' • I) tint, to the payment of the reasonable expenses Incurred or paid by Landlord in rc-cntuing and

securing possession of the Premises and in the relctting thereof (including. without limitation. altering and preparing tho Premises for new tenants and brokers' commissions);.

ii) second, to the payment of tho Fixed Monthly Rent and Additional Ront payable by Tenant hereunder; and

iii) third, the remainder, if any, to· be reblined by Landiord and applied to the payment of future Fixed Monthly Rent and Additional Ren! as tho samo become due. .

Should the gross rentals received by Landlord from tho rtletting be insufficient to pay in full tho sum.a stated in Section I 8.3 (a) and (b) hereinabovo, Tenant shall, upon demand, pay the deficiency .to Landlord. Sectloa 18.i Cert.Ill Waiven. After Landlord has aotually obtairu:d possession of the Premises . pursulDI to any lawful order of poSSO$Sion gn,nted ln a valid coort of law, Tenant thereafter walvea and sumnders for Tenant, l!ld fOr all claiming under Tonant, all rights and privileges now or hereaftor exist1111 to redeem lhe Promises (whether by order or judgl!lent of any court or by any legli ·process or ·

· writ); to assen Tenant's continued right to occupancy. of the Premises; or to have a continuance of this Lease for the Tonn hereat Tenant also wsives the provisionnf any law relating to notice and/or delay in levy of execution in case of an eviction or dispossession fur nonpayment of rent, and of any SU\USSOt or otba law of like import. . Section 18.5. Cumulative Remedlet. The remedies of Landlord provided for in this Lease are

. cumulative and are not intended to be exclusive of any other remedies to which Landlord may be lawfully cntltlal. Tho oxe<cise by Landlord of any remedy to which it is entitled shall not include or hinder tho exerciso of any oth<r such remedy.

Section 19.1. Landlord Obllptlou:

ARTICI.&19 INS\lllANCI

a) Landlord shill secure andmaintain during the Torm of this Lease tho following insurance: l) Commercial Oencral Liability and Umbrella Liability insutll!ICO relating to Landlord's operation of

tho Building. for personal and bodily injury and death; and damage to other's property. ii) All risk of standard liro insurance and extended coversgo including vandalism and malicious

mischief and sprinkler leakage endorsements relating to the Building. the padcing facilities, the Common Alea \mprovements and any and all lmprovemeots instsll<d in, on or upon the Premises and affixed th~to (but excluding Tenant's lixturoa, filmishinp, equipment. penonal property or other olements ofTenant's Property);

ill) Such other insurance (including. without limitation, boiler and msdiinczy, .rental loss, earthquake and/or Hood insurance) as Landlord reasonably olects to obtain or any Lendor requires.

b) Insurance effected by Landlord undec this Sectlon 19.1 will be: I) In amounts which Landlord from time to time determines sufficient or which any Lender requires;

and ii) Subject to. such deductibles and exclusions as Landlord deoma appropriato. ·

c) Notwithstanding any contribution by Tenant to the COSI of insurance premiums as provided herein. Tenint adcnowledges that Tenant has no right to receive any· proceeds from any insurance policies csrried by Landlord.

Sectloa 1'.2. Tenant Obllptlom. · a) .At least ten (JO) days prior to the earlier of the Commencement Date or Tenant"• anticipated early

possession dalo of tho Premises and thereafter during tho Tenn of this Lease, Tenant shall secure and maintain, at its own expense throughout tho Tenn of this Lease the following minimum types and amounta of !nsuranoo, irt form and in componics acceptable to Landlord, insuring Tenant, its employees. agents and dcsigµees: l) Workers' Compensation Insurance. the amount and scope of which shall be the amount and scope

required by stetuto or other governing law; ii) Employer's Liability Insurance in amounts equal to or greater than the following: Bodily Injury

by accident - $1,000,000 csch accident; Bodily liliury by disoaso - $1,000,000 policy limit; and Bodily Injury by disease - $1,000.000 csch <rnployee;

iii) Commercial Gen<ral Liability and Umbrella Liability Insurance on an occurrence basil, without cfabm.made features, with bodily injury and property damage covorage in an amount equal to a combined single limit of not less lhan $2,000,000; and such insurance shall include the fullowing coverages: (A) Premises and Operations coverage with. X_. C, and U exclusions for explosion. collapse, and underground property damage deleted under both premises/operations and contractual liability coversgc parts, if applicable; (B) Owner and Contractor Protective coverage; (C) Products and Completed Operstions covorage; (D) Blanket Contractual coverage, including both oral and written contracts; (B) Personal lnjury coversge; (F) Broad Form Comprehensive Goneral Liabilit:y coversgo (or its equivalent); and (G) Broad Form Property Damage coverage, including completed operations;

iv) All risk of standard firo insurance and cxttndcd coveroge and sprinkler leakage endorsements. insuring fixtures, gl

1$250 v ....... ,e.u T. Potatainmeat, f11e,/ AB/D .... J, 2001

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•nd other elements of'l:enant's P,operty in and all other contenU of the Premises. Such insurance shall be in an amount cqul\l to I 00% of the replacanont value thereof (and Tenant shall re­determine the same as frequently as ncceswy in older to comply huowith). The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair and/or replace the items so insured; ·

v) A commm:ially reasonable and customary policy of business intorruption insurance with respect to the opera.lion of Tenant's business; and · .

vi) Any other forms of insurance Landlold may reasonably require !tom time to time, in form and amounts and -for insurance riska against which a prudent tenant of comparable size in a comparable-business would protect itscl£

b) All insurance policioa maintained to provide the coverages rcqu!Rd ht<Cin shall: I) Be issued by insurance compenies authoriBd to do _business in the state in which the leased

· premises.are loc:ated, and with compenies rated, at a minimum "A- VII" by A.M. Best; I!) Be subject to the prior approval of Landlord (which approval shall not be unrasonably withheld)

as to form. substance·and insurer; iii) Provide for a deducn'ble only so long as Tenant shall remain liable for peyment of any such

deductible in the event of any loss; · iv) Contain appropriate cross-liability endorlomcnts denying Tenant's insuren the right of

subrogation against Landlord as to risks covett.d by such insurance, without pt~udice to any waiver of indemnity __ provisiOIIS applicable to Tawil and any limilalion of liabifuy provisions applicable to Landlord hctt.under, i>twbich provisions Tenant shall nolify all insurance wtl,n;

v) Contain provisions for at least ten (10) days advance wrillen notice to Landlord of c:ancellation due to non-payment _and thirty (30) days lldvanco written notice to Landlord of material modification or cancellation for any reason other than non-payment and

vi) Stipulate that covoragoa affi>Jdcd under such 'f!i: are primary insurance as roapects Lapdlord and that any olh<r insuranct maintained by cnl are excess and non-contributing with tho insunncc r"llliRd hereunder. · ·

c) No endoraoment limiting or excluding a required coverage is permitted. d)- Tcoant shall deliver to Landlord upon execution of this Lcuo, wriaen evidence of insurance

co•=,es required herein. Tenant shall deliver to Landlord no leas lhan fifteen (15) days prior lo the expiration of any required· coverage, writtm evidence of the renewal or rq>lacernont of such coverage. Landlord's failure at any time to object to Tenant's failure lo provide tho spetiliod insurance or wrillal evidence thereof (olther as to tho type or amount of sudl insunncc) shall not be deemed u a waiver ofTawit'a obligations under this Section.

e) Landlord shall bo named as an addidonal insured on·tbe Tenant's policies ofGonoral Liability and . Umbrella Liability insurance. Tenant shall deliver to Landlord tho appropriate endotsements evidencing additional insun:d status. Any claim for loss under said insurance pollcioa shall be payable notwithstauding any act, omission, negligence, rq,resentatloa, misrepresentation or other conduct or misconduct of Tenant which might otherwiae cause cancellation, fortoiture or reduction of such insurance.

f) The insurance requirements in this Section sball not in any wsy limi~ in either scope or amount, the indemnity obligations seperately owed by Tenant to Landlord under the Leuo. ·

c) Nothing herein shall In any manner limit the liability of Tenant for non-performance of ill obligat!o!UI or for lot1 cir damage for whicb Teilanl is responsible. The aforemendoned minimum li,nits of policies shall in no event limit the liability of Tenant bcroundcr; .

b) Tenant may, at its option, satisfy its insurance obligatiDDI ~ by policies of so-called blanket insunu,ce carried by Tenant provided that the same shal~ in all rcspec:IJ, comply with the provisions

· hercot In sudl event. Tenant shall not be deemed to have complied with its obligations hereunder until Tenant shall have obtained and delivcrod to Landlord a copy of each sucb policy togelba- with an appropriate endorsement or c:erdficate applicable to and evidencing full CO!DP!ianee with the specillc requirements of the Lease (irrespective of 8lly claim which may be made _with respect to any other property cir liability covered unda' such polio)'), and until the same shall have been ·approved by Landlord in writing. .

Sectloa '19.3. · Compliance wltlo Bulkllll1 Innnnce Requlnmenta. ~ Tenant takes occupancy of the Premises, Tenant shall not violate or permit In; Oil ot upon tho Promises the violation of any condition imposed by such standard tire Insurance policies as are normally issued for office buildings in the City or County in wbich the Building is located. Tenant shall not do, suffer or p<m1it anything to be done, or keep, suffer or permit anything to _be kept, . in tho Promises which would ~ease the rislc raliJJgs or premium calculation factors on the Building or property therein (collectively an "Increased Rislc"), or which would restill in insurance companies of good standing refusing to insute the Building or any proporty appurtenant thcrdQ in such amounts and against such risks u Landlord may reasonably detennine from time to time are appropriate. . . .

Notwithstanding the ab!>ve, if additional insurance is available to cover such Increased Risk, Tenant shall not be in default hereunder if:

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• b) prepays the annual cost thereof to Landlord for such additional coverage. as well as the additional

costs, if any, of any incicasc in Landlord's other. insurance premiums resulting from the existeru:e or continuance of such Increased Risk.

Section 19,4. Mutual W.aiver of Subrogation, Landlord and Tenant agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation tbat .su~ companies may have against Landlord or Tenan~ as the case may be. Anything in this Lease to tho conb'ary notwithstanding, Landlord and Tenant hereby waive and. release each other of end from any and all rights of recove,y, olaims, actions or causes of actions apinst each other, their rcspcotive agents, officers and employees, fur any loss or damage that may occur to the Ptcmiscs, Building or Projoct, or penonal property within the Building, rcprdloss of cause or origin, including the negligence of Landlord and Tenant and their respective agents, off'icc:n. employees and conlraCtOtS. Bach party agttca to give· immediately to its respective insurance company which baa issued policies of insurance covering any riBk of direct physical lost, written notice of the terms of the mutual waivers. contained in this Section 19.4, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waivers. If either Landlord or Tenant falls to provide the insuranoe policy or policies required bereinabove, the waiver of subrogalion contained in this Section 19.4 shall no longer inure to the benefit of tho party failing to provide such in311rance, and the party claiming against such uninsured party shall be entiUed to restitution of all ~ and expenses suffered and/or claimed, without limitation.

· Section 19.S. Failun to Secure. If at any limo during the Tam, and a1ler expiration of ton (10) business days' prior written demand thcrcfbrc from Landlord, Tenant fails to: a) provide Landlord with access to a registered insurance broker of record that can verify Tenant's

compliance with the requirement contained in this Article 19; or b} provide dotumeutallon reasonably acceptable IO Landlord that Tenant has secured and maintained Jhe

msurance coverage required hereunder, . then such. failure shall be considered a material de&ult under the Lease, an,i Landlord shall have the option, but not the obligation, without lbrther notice or demand to obtain such insurance on behalf of or as the agent of Tenant end in Tenant's name. · .

Tenant sliall pay Landlord's billing for the prrmium, associaled with such insurance policy or policies within Jive (S) days a1ler receipt of Landlord's billing, as well as such ·otba' reasonable costs and fees arising out of such default, togelller with interest on the eptire amount so advanoed by Landlord, at tho rate of ten percent (I 0%) per annum, computed from the date of such advanco. Such advances, if made by Landlord, shall be construed as and considered Addltiollli Rent under this Lease.

ARTICIJt20 MISCELLANEOUS

· Sectloa 20.l. Enlire Agreement. This Lease, including tho exhibits and guaranty of lease, if any, annexed hereto. contains all of the agrcemdnts and understandings relating to, the leasing of the Premises and the obligations of Landlord and Tenant in COIU1<Clion therewith ind neither party and no agent or representative th=of has mado or is making, and neither party in executing and delivering this Lease is relying upon, any warranties or representations, except 10 the extent set forth in this Lease. All unduslendings and agreements heretofore had bc(w..., Landlord and Tenant rolating·to tho leasing of the Premises arc merged in this Lease, which alone tlllly and completely expresses !heir agreement The Riden (if any) at¥! Exhibits annexed to this Lease and the Construction AgJeemont arc bcrcby incorporated heroin and made a part hereof. Sectloa·20.l. No Waiver or Modification. The failure of Landlord oi Tenant to insist in any instance upon the strict keeping, observance or perfo,:mance of any covenant or a.geement contained in this Lease or to exercioe any c:lection herein contained shall not be construed as a waiver or rc:linquisbment for the future of such covenant or agreement, but the same shall continue and remain in lull force and effilcl. No waiver or modification by either Landlord or Tenant of any·oovaumt or a.geemeat contained io this Lease shall be deemed to have been made unless the same is in writing executed by the party whose rights .. are being waived or modified. No surrender of possession of any part. of tho Premisea shall release T"1ant from any of ita obligations hereunder unless acoep1,d in writing by. Landlord. The receipt and retention by Landlord, and ~ payment by Tenant. of Fixed Monthly Rent or Additional Rent with knowledge of tho breach of any covenant or agreement contained in this Lease shall not be deemed a waiver of such breach by either Landlord or Tenant Section 20.3. Time of the Enence. Time is of the essaice of this Lease and of all provisioos hereof (including, without limitation, Bxlubit B), except in respect to the delivery of possession of the Premises at the Commencernent Date. Section 20.4. Force Majeure. For the purposes of this Lease, "Poree Majeure" shall be~ as any or all prevention. delays or stoppages and/or the inability to obtain services, labor, materials or reasonable substitutes therefor, when such prevention, delay, stoppage or failure is due to strikes, lockouts, labor disputes, torrorist acts, acts of God, governmental actions, civil commotion, fire or other casualty, and/or other causes beyond the reasonable conlrol of the party obligated to perform, except that Faroe Majeuro may not be raised as a defense for Tenant's non-perfonnance of any obllgadons imposed by the Lease with regard to th• payment of Fixed Monthly Rent and/or Additional Rent

Notwiths111llding anything to the contrary contained in this Forte Majeure shall excuse the performance of such party fut a period equal to. any such t on, delay, stoppage or inability. Therefore, if this Loaso specifies a time period for pcrfonnance o ligation by either party, that time

1Sl50Venllrl /B.ll.A.T. Salcr1ai-. Jnc.J AS/Decanbar:J, loot

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• period shall be extended by the period of any. delay in such party's performance caused by a Force · Majcure. Section 20.5. Broker. Landlord and Tenant represent to one another that each has doall with no broker or agent in connection with this Lease or its ·negotiations other than Doualu Emmett Manapment, Inc. Landlord and Tenant shall hold one another harmless li:om and against any and all llabilily, loss, damage. cxpense, claim, action, demand, suit or obligation arising out of or relatiug to a breach by the indemnifying party of such 1cp,-1tation. Landlord agrccs to pay all commissions duo to the brokers listed above created by Tenant's execution of this Lease. ·

. Sectloa 20.6. Governing Law. This Loaso shall be governed by and conslnied in accordance with tho laws of tho State ofCalifuniia.· · Sectlo1 20,7. Sabmlnlo11 of Lua. Whether or not rental deposits have beeit received by Landlord from Tenant, utd whether or not Landlord has dclivoted to Tenant an WIOICeCUted draft version of this Lease fur Tenant's review and/or signature, no contractual or other rights shall exist between Landlord and Tenant with respect to the Premises, nor shall this Lcuo be valid and/or In otl'ect until this Lease has been tillly executed and a duplicale original of said Mly-oxocuted Loaso has been delivered to both Landlord and Toruint

Tho submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a ,oservation of or an option for Tenant to lease, or otherwise create any· intor,st by Tenant in the l'Rmiscs or any other offu:a or space situated in tho Building. Bxocutlon of this Lease by Tenant and its relUm to Landlord shall not be binding upon Landlord, notwithslanding any time intaval, until Landlord has in iact executed and delivered a fully-executed duplicale original of this Lease to Tenant. Landlord utd.Tenant agree ha:oby to authorize transmission of all or portions of documents, including signature lin<a thoRon, by mcsimilc macbinos, and furtba' author!= tho other party to rely conclusively upon such facsimjle ttansmissioos as iflhe original hid bea\ recoi,cd. SectiOI 20.8. Capt10111. The captions in this Loaso are ll>r c:onvenimce only and shall not in any way limit or be doomed to construe or interpret tho terms and provisions.hereat Sectloa 203. Slaplar and Plan~ Etc. The words "Landlord" and "Ten&III", as used herein, shall include tho plural as well as tho singular. Words used in the masculine gender include the feminine and

· neuter. If there be more than one Landlord or Tenant the obllgsdons hereunder imposed upon Landlord and Tenant shall be joint and several. Sactioa 20.10. Independent Covenants. B,coopt where the covenants contained in one Article of thia Lease am cloorly a1foctod by or contingoat upon fulfillment by either psrty of another Article or paragriph of this Lease, this Loaso shall be c:onslrued as though the covenants heroin bet-, Landlord and Tenant are independent and not dq,endolll and TOlllllt hereby expressly waives the benefit of any statute to the contrary and ag,ecs .that if Landlord filila to perform its o&llgations sot forth heroin, Tenant shall not be entitled to malco any. repairs or porform any actions hereunder at Landlord's expense· or to anji sot-off" of the Rent or other amounts owing hereunder against Landlord; provided, however, that the foregoing shall in no way impair the right of Tenant to commence a sopa,:all! action against Landlord fur tho violation by Landlord of tho provisions hereof so long as notice is first given to Landlord and any holder of a mortgage or deed of trust covering the Building. Real Property or any portion thmo( of whoso address Tenant has thoretofuro been notified, and an opportunity is granted to Landlord and such holder to correct such violations as provided above. Section 20.11. Sfferabllily. If any covenant or agreement of this Loaso or tho application thereof to any person or circumstance shall be held to be invalid or unenf.,....,le, theil and in each such event the remainder of this Lease or tho application of such covenant or agreement to any other person or any other circumstance shall not be thereby a1l'octed, and each covenant and ali)'Oelllent hereof shall remain valid and enforceable to the fullest extent permitted by law. Section 20.12. Warnnly of AathorltJ. If Landlord or Tenant signs as a corporation, limited liability company or a partnership, each of tho persons executing thia Lease on behalt of Landlord or Tenant hereby covenant and warrant·tbat each is a duly authorizm and oxislirig entity, that oach has and is qualified to 6" business in California, that tho persons signing on behalf of Landlord or Tenant have full rigl,t al!d authority to enter into this Lease, and. that each and every person signing on behalf of either Landlord or Tenant are authorized to do so. Sectloa .20.13. · No ll.oprenntatloal or Warranties. Neither Landlord nor Landlord's agents o, attorneys have made any roprcsonta1ions or warranties with ro,pect to tho Premises, the Building or 1hiJ

. Lease, except as expressly sot forth hctoin, and no rights, casements or licenses axe or shall be acquired by Tenant by implication. or othawisc.

Section 20.14. No Joint Vealun or Partnership. This Loaso shall not .be doomed or construed to create or establish any tolationship of partnership or joint vontuto or similar ,olationsbip or arrangement botweeo Landlord and Toruint hereunder. Sectloa 20.15. Tenant's Obffcadou At Its Sole :hpenae. Notwithstanding tho met that certain references in this Lease to acts required to be performed by Tenant hereunder, or to broaches or defaults of this Lease by Tonan~ omit to state that such acts shall be performed al Tenant's sole expense, or omit to stato that such broaches or do1ilults by Tenant are material, unless tho context clearly implies to tho contrary each and every act to be perfurmod or obligation to be fulfilled by Tenant pursnant to this Lease shall be performed or fullillod at tenant's solo apcnse, and all broaches or defaults by Tenant hereunder shall be doomed material. Seetlon 20,16. Attorney,• ,..., If litigation is instituted botw wltlch arises out of or in tolation to this Lease, tho prevailing lSl.SOV...._IB.1.A.T.Ea.-.in&aera.fqc.lAIJo-lNii'J,200I

lord and Tenant, tho cause fur such litigation shall be entitled to

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• • reeeive ilS cosls (not limited to court costs), expenses and reasonable •ttorneys' fees from tht non­preV&iling party as the .. 111e may be •warded by the court. Section .20,17, Waiver ofTrlal by Jury. In Ibo Interest or 1avln1 time and e:rpense, Landlord and TenHI bereby consentto trial without a jury in· any action, prnceedinc or counterclal,a broupt by eiflier of the parties hereto apinst the otber or their 1ucceseor-la-interest In reapect to any matters arising out of or relatln1 to 1h11 Lease. · Seclfoa 20.18. No Me,ser. The volunta,y or other swrcndet of this Lease by Tenant, or a mutual cancellation d10rcot; shall not work a merger, and shat~ at the option of Landlord terminate all or any existing subleasca or sublonancies, or may, at tho option of Landlord, operate II an assignment to it of any or all such sublOIIOS or subtenancits. · Seetloa · 20.19. l'rolllbillon Aplnst Recording. Except as pro'lided in Section 14.3 of this Lelle, nollha'. this Lease, nor my mcmol'Mdum, affidavit or other writing with r...,cct thereto, sllall be recorded by T=t or by myonc acting through, undol or on behalf of Ta,ant, and the recording thereof in violalion of this provision wll make this Lease null and void at Landlord's election. · Sectloa .20,20. Hazardous W11te. Tenant spccifi.cally agrees that, except for such limit<d quantities of office materials and supplic, as are customarily used ln Tenant's normal business operations, Tenant shall not engage or permit at any 111110, any operations or· activities upon, or any use or occupancy of the 1'1'11uisca, or any portion thereof, for the purpose of or in any way invohling the handling, manufacturing, treatment, storage, use, transpcirtation, spillage, leakage. dumping. disdlargo or disposal (wbelhcr legal or iUepl, accidental or inltntional) of any hazardous subslallc:cll, mawiala or wastes, or any wa,1cs rqulllled under any local, slate or federal law. ·

Tenant shali durin, the :rorm,. rcmai!' in fill! "?'"Plianc:c with "!I applicable law_s governing its use and occupancy of the Promises, mc:luding. without lurutalion, the handlin&, manuliclurm&, treatment, storage, dlsposal. discharge, use, and transportation of hazardoul substances, materials or wastes, and any wasa regulated under any local, state or federal law. Tenant will remain hi full compliance wilh the term, and conditions of all permits and licenses Issued to ii by any govomrnenlal authority on account of any or all of ill octivilic, on the Premi-Sedloa .20.21. Tnnsportalfoa Mn•cemant. Tenant shall, at Tenant's sole expcnao, fillly. comply with all proseot or future programs intended to manago parking. transportation or traffic In and around the Building. when the same have been mandated by an outside governmental authority having jurisdiction therefor and not when required for the convenience ofLandlord.

In connection therewith, Tenant shall be ""P'!•siblc for the transportation planning and management for all of Tenant's employees while located at the Premises, by worltlng directly with Landlord, any govonunontal tnuisportation management organization or any other transportation-related committees or entities reasonably dcsil!llatod by Landlord. Sucb programs may include, without limitation: a) "-ictions on the number of peak-hour vehicle trips generated by Tenant; b) requirements for increased vehicle occupancy; c) implementing an in-house ride-sharing program and/or appointing an employee . transportation

coordinator; · d) working.with employees of any Buiiding (or area-wide) rldosbaring progmn manager; e) iiutituting employer-sponsored incentives (financial or in-kmd) to encourage employees to · ridesharing; and

I) utilizing fl<0<ible work shifts fur cmploycca. Section 2CU2. Signage. Tenant niay not install, inscribe, paint or affix any awning, shade, sign, advertiscmcnt·or notice on or to any part of the outside or ioside of the Building, or in any portion of the Promises visible to tho outside of the Building or Common Areas without Landlord's prior written consent. which consent may be granted or withheld in Landlord's sole and absolute discretion.

All signap and/or dirccto<y listings installed on behalf of Tenant, whether installed in, oo or upon the public corridors, doorways, Building directory and/or parking directory (if any), or in any other locatioo w~ visible outside of the Premises, shall be installed by Landlord, at Tenant's solo expense.

Temmt's identification on or in any Common Arca oflho Buildin' !hall be limit<d to Tenant's name and suite dcsignatioo, and in no event shall Tenant be a,titlcd to. the ins1allation of Tenant's. logo in any portioo of the Building or Common Areas. Furthermore, the size, style, and placement of letten to be used in any of Tenant's signage shall be detonnincd by Landlord, in Landlord's sole discretion, in full conformance with the previously established signage program for Ibo Building.

.Except II specified bereinbclow, Tenant shall only be entitled to one (I) listing on the Building directory; or any parking directory ancillary thereto, which shall only show Tenant's business name and suite desiguarion. Tenant shall also be entitled to a: maximum of one (1) additional listing on Slid Building and/or parking directory, wbicb.lislinp shall be limited solely to Tenant's officers, cniployccs, subsidiaries, affilialCI and/or sublessecs, if· any. All of said listings shall be subject to Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed. · Section 20.23. Asbestos Notlllcatlon. Tenant acknowledges that it hll received and reviewed Emfblt. F attached hereto and incorporated herein. Section 20.24. Confidentiality. Landlord and Tenant agree t covcnanll and provisions of this Lease shall not be divulged to anyone not directly invol management, administration.

U2SO Vat/lJII/D..LA..T. Enler1ai'""""- ldG./ AS /Decambar).lOOI

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• ownership, lending against, or subleasing of the Promises, which permitted disclosure shall include, but not be limited to, tho board mernbe,s, legal counsel and/or accountants of either Landlord or TcnanL Soctloa .20.25. Guaranty. Concurrently with Tenant's execution of this Lease and os a condition prcccdcnt to !ho effectiveness of this Leosc, Tenant shall cause Diversified Lending Group, a California _corporation, Suzanne Appel, an individual, and Karen O'Callaghan, an individual, to execute and deliver to Landlord a Guaranty of Lease in the form of the Guaranty of Lease altllched to this Lease as Exhibit B. Sedloa 10.26.-- Landlord's Rlpt to Perform Tenant•, Obllptlons, ·All obligations to be performed by Tonant und<:r this Lease shall be performed by Tonant at Tenant's expense (unless this Lease CXPfCSlly provides olherNise) without any ,eduction of or oftilot against Rcnl In the event of a default by Tenant of any obligation under this Lease, Landlord may, a.tier delivering notia, to .Tenant and allowing Tenant ten (10) business days to cure sucb default, perform thc obligation on Tenant's behalf, without waiving any of Landlord's rights, remedies, claims or detensos with respect to Tenant's fililnte to perform any

. obllp!ion,t and without releasing Tenant from such obligation& tf Landlord detennines !bat such ddiwlt reasonably requires additional time for cure, then Landlord's notice may state such other time pctiod, provided that Tenant commences its cure within ton (10) business days· aftet notice and !hcccaller continuously prosecutes such cure to completioo. Within fill=n (IS) business days aftct receiving a statement from Landlord, Tenant shall pay to Landlord !he amount of!hc cxpe""' reasonably incurred by Landlord in performing Tenant's obligatioo. If Tenant mis to pay such amount to Landlord within !ho specified time period, Landlord may (in addition to any .other remedies of Landlord under this Lease or applicable law) deduct !he. amount duo from tho Security Deposit under Section 3.7. The terms of Ibis SCC!lon 20.26 shall survive tho expiration or earlier tcimination of this Lease.

ARTICU:21 l'AJIKlNG

Seetloa 21.1.- Parkins- Throughout !he Term, Tenant shall have the righ~ but not the obligation, to purcbuo and assi&Q to its employees up to tho number of parking permits set forth in Section 2I.I of!ho Basic Lease Information ("BL!"). Except as othcrwiae permitted by Landlord's management agent in its reasooablc discretion, and based on !he availability thereof, in no event shall Tenant be e11titled to pur~ more than the number of parking permits listed in !he BLL If additional parking permits aro available oo a month-to-month basis, which dcterminatlon shall bo in the sole discretion ofLandlord's parking agent, Tenant shall be permitted t.o purcllaso one or more of said permits on a first-come, first. served basis. . . . .

Said parking permits shall allow Tenant to park in !he Building parking filcility at the posted monthly parking rates and charges then in ~ plus any and all applicable taxes, provided that such rates may be changed from time to limo, in Landlord's solo discrctioo. Landlord shall retain sole discretion to dcsi~ !ho location of each parking space, and whether it shall be assigned, or unassigned, unless spec1lically agreed to otherwise in writing betwem Landlord and Tenant. ·

Guests and invitees ofTeoanl shall have the right to use, in commoo with gucats and invitees of other • tenants of !ho Building. the transient parking filcilities of tho Building at tho !hen-posted parking rates and

charges. or at such other rate or rates and charges as may be agreed upon from time to limo between Landlord and Tenant in writing. Such rllle(s) or chsrges may be changed by Landlord from time to limo in Landlord's sole discretion, and shall include, without limilation, any and all fees or taxes relating to parl<ing assosscd to Landlord for such parking facilities.

Tenant or Tenant's agents, clients, contracto,s, · directors, employees, invitees, licensees, officers, partners or shareholders contmued uso of said transient, as well aa monlldy parking. shall be contingent upon Tenant and Tenant's agents, clients, contracto,s, dirccto,s, employees, invitees, licensees, officers, partncra or sharoholdeis continued complianec with the reasonable and. non-discriminatmy. rules and regulations adopted by Landlord, which rules and regulations may cliange at any dmo or from time to time during !he Term hereof in Landlord's solo discretion. ·

ARTICU:22 CONCJERGE SEllVICES .

Landlord and Tenant aclcnowledge and understand that Landlord, lhrougb. one or more of its affiliates, may, from time to time, make it possible for Tenant to uso or purchase a variety of personal .services which may includo, but not be limited to, perJOnal shopping. assistance with choosing or obtaining travel reservations, accommodations and/or tickets; tlclcots to performances, recommendations to eating establishments; and the liko, as well as consttuctioo administration services (collectively "Coocicrge Services").

Tenant aclcnowledges that said Concierge Services aro provided by Landlord's affiliate solely as an accommodation to and for !he convenience of Tenant and Tenant's agents, contracto,s, directors, employees, licensees, offiec,s, partners or sharcholdc,s, and Landlord does not make any representation, warranty or guarantee, express or implied, as to the quality, valuo, accuracy, or completcncss of said Concierge Services, or whether of not Tenant shall be satisfied with tho services and/or goods so provided and/or recommended. Landlord hereby disclaims any COlllrol over tho variety or sufficiency of such services to be provided.

Tenant aclcnowlcdgos that Tenant is not required to use such Concierge Services as •. condition precedent to compliance with the Lease; that Tenant's use of su Concierge Services is strictly voluntary, and at the solo discretion and control of Tenant T na shall independently make such financial arrangements for payment of the services provided as T t • reasonable and of value.

J52SO v-. .. ,n.Jt.A.T. En _____ Inc./ AS/Dacmlbli). 2001

30

• • '·

Dor11G IN WlTNl,SS WHEREOF, Landlord and Tenant havo duty executed this Lease, effective the tater of t/1/ // g the date(s) written below. . -l i!.

LANDLORD,

DOUGLAS EMMETT 2008, LLC, aDelaware­limiied liability company

By: Douglas Emmeu Managemen!, LLC, a Delaware limited liability company, it.!Agenl

By: Douglas Emmeti Management, Inc., a Delaware corporation, its Manager . By: . (,,t ~ ':\_ 3"::::(

Micliiel J. Means, ij . Senior Vice President

1~410! Dated: __________ _

IS2SOVClllltnl/B.R.AT.:e..111--.IM/AS/D«ienlblrJ,200I

TENANT:

By:

Nan,o:,.c_-_. --"--1--l---"-'--'=..,.-"'--'1'-,_,,,,..,/Ut.

Tillc::_...aaJ'I./.J..i....../:1c:£.l..l.pl-'cib!.!:.._ __

Datcd: _ _..,./'7.µ,~o.µlr«_,.._. __ _

By: ___________ _ .Name: ___________ _

Title:

Dated!. ___________ _

GUARANTOR: By executing below, Guarantor acknowledges recoipt of the for<going Lease, including Exhibits A throughF. ·

DIVERSIFIED LENDING OROlJP, INC., a California corpo,ation

~~g-By: ___________ _

Namo: ______ ~-----

Tillo:

JOINTLY AND SEVERALLY

Dated: ,l J-4 a

JI lnilill Jnitill

• • EXHIBIT A-PRl!.MlSES PLAN

Suite 402 at 15250 Ventura Bo.nlovml, Sbennan Oau, California 91403 Reatable Area: 1pproslmltely 1,254 1qu1n feet Usable Area: appro:limataly 1,050 1qnn feet

(Measured pllnuant to the provlalona of Sectloa 1.4 of the Lease)

IS:,S0VeatuN/B.J.A.T.~J11e./_AI/O--J,200I

A-1

EXBIBITB SECTION I

• · CONSTRUCTION DRAWJNOS FOR THE IMPROVEMENTS

Landlord shall cause Douglu · Bmmeit. ·Builders, ·1nc. ("Contractor") to construct· tho improvemenlS· in the Premises (the "Improvements') at Landlord's sole cost and expense (subject to the ~ provisions of this Exhibit B) and using building.standard mataials pu=ant to (x) that certain (i) Refleded Ceiling Plan, Sheet A-2, (ii) Construction Plan, Sheet A·l, (iii) DC!DOlition Plan., Sheet D·l, and (iv) Electrical Plan, Sheet B-1, all of which were prepared by Landlord and a~ as Schedule 1. heretO (tho "Plans"), and (y) that cortaln Final Cost Bstimalo prepared by Contractor dalod 12/02/08 (tho "Estimalo") a1taChed as Schedule 2 hereto (colloctlvoly, tho "Approved Working Drawinp"). Tenanl cxprossly acknowledges and eit=S that Tenant shall pt.yfor all cosll pertaining to those ilems identified as "Altomatc Pricing" on the Estimate (including. without limitation, all costs relating to tho purchase and installation of the interior contiorenco ·room glasa depic:tod on the Plans) ~thin three (3) days following Tenant's roceipt of Landlord's billing. In addition, Tenant shall make no changes or modilicatlons to tho Al>ProYed Working Drawings wilhout the prior written COllXl1I of Landlord, which =-t may be withheld in Landlord's sole diSCRtion if such change or modification would diroclly or indirectly delay .the construction of; or increase the cost of designing or constructing. tho Improvements.

SECTIONi CHANGE ORDERS

In the event that Tmant makes any revision,, chaoses, or substitutions to the Approved Working Drawlnp and/or tho Improvements ("Change Ordm"), any additional costs which arise in connoctlon with such revisions, changes or subolitutions shall be paid by Tenant to Landlord immcdlatoly upon Landlord's request.

SllCTIONl CONTRACTOR'S WABBMITIBS AND GUARANTIES

Landlord hereby assigns to Tenant all warranties and guaranties by Contractor· relating to the lmprovemcnrs. and Tenant hereby wawes all elaima apinst Landlord relating to, or arising out of tho construction of, the Improvements.

SECTION4 TENANT'S COVENANTS

INTENTIONALLY Pfil EJJiP

SECTIONS COMMENCEMHNTDATE

Tenant expressly acknowledges and ag,:=s that the Commencement Date shall occur in accordsnco with the provisions of Section 2.1 of the Lease. ·

· Notwithstanding the foregoing. if there shall be a delay or lhete are delays in the subslantlal completion of tho Improvements, as a direct, indirect, partial, or total result of(escb, a "T111aat Delay"): ·

(a) Tenant's fail~ to comply wi1h any time deadlines; (b} Tenant's fililure to timely approve any matt<r requiring Tenant's approval;. (c) A breach by Tenant of the terms oftbia Exhibit B or the Lease; (d) Changes iJl the Improvements after cfisai,proval of the sanu: by Landlord or because the same do not

comply with code or oilier applicable laws; (o) Tenant's request for changes iJl tho Improvements; (f) Tenant's requirement for mataiala, components, fulishos or improvemenfl which aro not available in a

commercially reasonable. time given tho anticipat<d dal<, of substantial completion of die Improvements, or which are dilferent from, or not included in, tho Building standard materials;

(g) Changes to the base, shell and core of the Building required by the Improvements; or (h) /\JJy other acts or omissions ofTenant, or its agents, or employees;.

then, notwithstanding anything to the contrary sot for1h in the Lease or this Exhibit B and regardless of the actual dale of the substantial completion of the lmprovemonts, the date of substantial completion of the lmprovemeots shall be deem,d to be the date substantial · completion of the Improvements would have occurred ifno Tenant Delay or Delays. as orth abo.ve, had occurred.

15250 Vmlud/Bru~ [lie./ AS/D«wal'J, 200I

B-1 lniliail

L!

ii q

• I

EXHIBITB IMPROVEMENT CONSTRUCl'ION AGREEMENT {CONT'D)

SBCTION6 IJME DT!ADJJNl!S

Tenant.shall comply with tho scheduie ("Schedule of Approvalsj set fbrth below. Tenant's failure to comply wilh the Schedule of Approvals shall be a T MaDI: Delay.

Deadline by which Tenant shall have met with Completed Landlord's space plaruu,r.

Deadline for Tenant's approval of the fin31 · Completod working drawings.

Deadlino for Tenant'·• seloction oflini.shos for December 10, 2008 paint an,fcarpet

SBCTION7 MISCEJ I ,WEOUS

7.1 INTENTIONALLYDELETl!D

. 1.2 Pn;ight'Eloyatpn. Landlord shal~ consislenl with Us obllgaliont to other tallnlt of the Building, make tho freigbl elevator rouonably available to TMaDI: in comec:tioo with initial decorating. fumisbing and moving into the Premilos..

· 7.3 Tenant's RePIJBPWive. Tenant has designated Daryn Friedman as its sole representative . with respocl to the m-.i set forth in this TCllllll Work LeUer, who, until further notice to Landlord, shall have full aulhorlty and ,esponsibility to act on behalf oflbo Tenant as mtuirod in this·Tenant Work Letter.

7.4 Landlord's Rc;prqontatjye. Landlord has designated Dotty Halhaway as its sole representative with respect to the matters set forth in this Tenant Worlc Lcttor, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as mtUired in this Tenant Work Letter.

7.5 I•nant'I Agents. All subcontracton, laborers, materialmen, and suppliers rolained directly by Tmant shall all be union labor in compliance with 1he 1hln existing master labl>t agreements.

7 .6 Tjme gf Jhe Er"ll'?!iD This Exhjbjt B. Unleoa otherwioe indicated, •II ,eferenas horein to a "number of days" shall llleall and mbr to calendar days. In all instances wboR, T"'11Dt ls ~uirod to approve or deliver an item, if no written notice of approval is-given or tho item is not delivered within tho starm time period, at Landlord~ solo option, at tho end of such period tho item shall automatically bo deemed approved or delivered by Tenant and the next succeedlng time period shall comm..-

7. 7 Punch-Ljst Prior to Tenant's taking occupancy of tho Promises, tho representatives of each of Landlord and Tenant shall conduct a joint i""l'_OClion of lhc Premises for the l'WJIO"" of developing a writtm. "puncb-lilll" of lmprovcmart itmns, tf any,. that do not conform to the Approved

. Working Drawings and any Change Orders (the ''Punch-List"). Provided that said items were included within tho Approved Worlcibg Drawings or Change Ordon· approved by the l..alldlord, Landlord shall endeavor to co~ thoao items not yet completed within thirty (30) days wr croat!oo of the Punch-List. Tenant's faiJun, or relwal to participate in such inlpcction in a timely IIIIUllla'·(providocl T"'11Dt has received reasonable notice of the readiness of tho. Premises for such inspection) or to sign off on tho Punch-List, shall constitute Tenant's waiver of its rigbls pursoant to this Socllon 7.7, and the Punch-List as prepared by Landlord, if any, shall be tho appnwod Punch-List hereunder.

7.8 Tenant's I.we Domult. Notwithstanding any provision to tho contrary contained in the Lease, if an event of delilult as described in the Lease, or a default by Tenant under this Tenant Work Letter, has O<CUrred at any time on or before tho Commoru:emcnt Date, that (i) in addition to all other rights and remedies granted to Landlord pursuant to tho Lease, Landlord shall have' the right to cause Contractor to cease the construction of the Improvements (in which case, Tenant shall be responsible li>r any delay in the construction of the Improvements caused by such work· sto e as set li>rth in Sectjon S of this Ei<hibit B), and (ii) all other obligations of Landlord under the term f this Exhibit B shall be forgivcn until such time as such default is cured pursuant to the terms of u,q\~fl"l"-

ISUQ Vcottal Brat~ loG- / JJ. l I>eolilnb«- J, lOOI

l!-2

"""'. -

u

EXHIBITB IMPROVEMENT CONSTRUcnoN AGREEMENT (CONT'D)

LANDWRD: DOUGLAS EMMETI' 2008, LLC, a Delaware limiwl liability company

By: Douglas Emmett Management, LLC, . a Delawan: lim_ited liability company, its Agent

By: Douglas Emmett Management, .Jnc., a Delaware corpo1f1i011, its Manager

By: l).11_A1L ~ ~ . Mldiiel J. Means.

Senior Vice President

, ,..l er tot Dated: ___________ _

15250 Vcnut/Bnt~ InD, / All /0......3, 2001

By: --'Y.14J.-f-~::_----:;:c--Name: ~,l/'J/IJ~.U ..

Title: _ _,,_Vl...,G_..G._.....,__.,_,._..,,......~'---

Dated:. _ ___,_,.~-i-l(I=' ---By: __________ _ Name: ___________ _

TiHe:

Dal<d: ___________ _

B-3

SCHEDUU:1

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15250V-.,./Br11~,(IIC,./AS/Decanller'l,200I

S-2

• • . SCHEDULlt 1 (cont'd)

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l5lSO V911un1/Bnl ~ I& I J.S/o-.n,i,. 3, 200I

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SCHEDULE 1 (cont'd)

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15250 VirieunJBnt ~Jae.I AS/~ J, 200I

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• • SCHEDULE 2 (cont'd)

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• • SCBIIDULI'. :!. (cont'd)

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IS2SO Vmln/Bratl!atlrai-., Jae. I AS /Dec:inbcrJ,2008

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SCHEDULE 2 (cont'd)

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82-7 f Initial

u

• • I

EXHIBITB-1 CONSTRUCTION BY TENANT DURING TltRM

I; If Tenant wishes to make a Tenant Chango, as specified in Section 12.12 of!ho Lease, such Tenant Change shall bo completed pursuant to tho provisicina of Section 12.12 of the Lease and this Exhibit B-1. Tenant sbaJI. beac all cosls of said Tenant Change. which shall bo paid dl=tly to Tenant's genml contractor ("Contractor''). · . 2. Contractor shall complete construction to· the Premises pursuant to the final Plans and Specifications approved in writing by Landlord and Tenant (the "Teoant Change"), in compliaace with all

. applicable codes and regulations. Tenant's selectiona of finishes and materials shall be indicated on tho Plana and Specifications, and shall be equal to or better than the minimum Building standards and specifications. All work not shown on the final Plana and Speciftcalions, but which is to be included in. the Tenant Change, inclu. ding but not. limited to, telephone service inatallalion, furniahings or cabinetry, shall be installed pursuant to ~ord's reuooable directives. 3; · Prior to commencing any work;

a) Tenant's proposed Contractor and the Contractor's proposed subcon~ and supplien shall bo approved in writing bY Landlord, which app<Qval shall not be unrcssonabty withheld, conditioned or delayed. As~ condition of 1111th approval, so long as the Sll1l6 ,n reason&bly cost competitive, then Contractor shall use Landlord's Heating, Venting. and Air-coodilioning. plumbing. and electrical subcon~ for auch work.

b) During completion of any Teoant Cbango, neither Tenant or Contractor shalf permit any sub­contracton, workmen, laboren, material or equipment to come into or upon the Building if the uso thcm>f, in Landlord's reasonable judgmonl, would violate Lalldlord's agreement with any union providillg work, labor or servicos in or about the Building or disturb labor harmony wilh the workforce or trades enpged In performing other work, labor or services in or about the Building or the Common Areas.. If any violation, dlsturbanco, lnterfemtce or cont1ict occurs, Tenant, upon demand by Landlord, shall immedialely cause .all contractors or subcontractors or all lllllOrials causing the violation. disturbance, in~ difficulty or cootllet, to lo&ve or be removed from tho Building or lho Common Areas immedia!ely. Tenant sbaJJ inden>~ and hold Landlotd bannless from and against all claims, suit!, demands, damages, judgments, costs, imorest and ·expc:uses (including attorneys fees and costs incurred in the defense thereof) to which L. andlord may be subject or suffer when the same arise out of or in COODOClion with tho use. of, work in, constructlon to, or actions in, on, upon or ·about the Premises by Tenant or Tenant's agents, contracton, d~ omplo- Ii=- officers, partnen or shareholder,, including any actions relating to the installation, placemen~ removal or financing.of any Tenant Change, improvements, fixtures and/or equipment in, on, upon or about tho Premlsa.

c} Contractor shall submit to Landlord and Tenant& writlat bid for compl<tlon of the Tenant Change. Said bid shall inelude Contradm's overhead, profit, and fees, and, if the proposed Tenant Chango is for cosmetic work in excess of $25,000.00 in aggrogatc value per occum,nce or for structural work of any kind, Contractor shall:

pro-pay to Landlord's managing agent $250.00 ils par1ial payment of said managing agent's conslnlction administration fee, aa specified hereinbelow, and .

ii upon completion of said Tenant Change, P"Y. an admlnistra1lon fee for supervision of said Tenant Chango equal to three porceal (3%) of the tolal cost ofth4 Tenant Change, to dehy said. agent's costs for auporvision of the construction. ·

4. Tenant or Contractor shall submit all Plans and Speci.flcaliom to Landlord, aod no work on the Premises shall be commenced before Tenant bas received Landlord's tlnal written approval thereof; which shall not bo unreasonably withheld, delayed or conditioned. In addition, Tenant shall reimburse Landlord for any and all ofl.andlord's out of!l\)Cl<ot costs.incurred in reviewing Tenant's plans for any Tenant Change or for any other "peer noview" work associatod with Laodlord's review of Tenant's plans for any. TOIIIIII Change, iocluding. wilbolll limitalion, Landlord's out of!""'"': costs incurred in engaging aoy third party engineers, contracton, c;onsultants or design specialists. Tenant shall pay such costs to Landlord within five (S) business days a1lor Landlord's delivuy to Tenant of a copy of the invoice(s) for such wade. 5, Contractor shall complete all arcllitec:tural and planning review aod obtain all permits, including signago, required by the city, state or county in which the Premises are located. . . 6. Contractor shall submit to Landlord verification of public liability and worken compensation insurmx:e adequate to fully protect Landlord and Tenant from and aplnst any and all liability for death or injwy to persons or damage to property caused in or about or by reason of the construction of any work done by·Contractor or Contractor's subcontractors or suppliers.

7, Contractor and Contractor'i subcontractors and suppliers shall be subject to Landlord's reasonable administtativo control and supervision. Landlord shall provide Contractor and Contractor's aubcontractors and suppliers with reasonable access to the Premises. 8. During construction of the Tenant Change, Contractor shall adhere to the procedures contained hcreinbelow, which represent Landlord's minimum requirements for p!etioo of the Tenant Change.

Bl-I Initial .rnitial

u

• \

'

EXHIBITB-1 CONSTRUCTION BY TENANT DURING TERM (cont'd)

9, Upon completion of the Tenant Change, Tenant shall provide Landlord with such evidence as Landlord may reasonably request that th• Contractor bas been paid in full, and Contra,;tor shall provide Landlord with lien rcleasoo as requestod by Landlord, confirmation that no liens have been filed against· the Premises or the Buildinr. If any liens arise against the Premises or the Building u a ...,.It of the Tenant Change, Tenant shall immediately, at Tenant's sole expense, remove such lien$ and provide Landlord evidence that the tide to the Building and Premises have been clesred of such liens. 10. Whether or not Tenant or Contractor timely complete the Tenant. Change, unless the Leise is otherwise terminated pursuant to the provisions contained therein, Tenant acknowledges and agrees that Ten&lll.'s obligations under the Lease to pay Fixed Monthly Rent uvl/or Additional Rent shall continue unabated. .

CONSTRUCTION POUCY The tbllowing policies outlined arc the consttucti.on -procedures for the Buildlny. AI, a material

consideration to Landlord for granting Landlord's pennlssion to Tenant to complete tho construction contemplated hereunder, Tenant agrees to be bound by and follow the provisions contained bereinbelow: 1. Admtnbtratloa ·

•) Contracton to notify the management office for the Building prior to starting any work. All jobs must be scheduled by the general contractor or sul,.contractor when no general contractor is being used.

b) The general contractor is to provide the Building Manager wi!h a copy of the projected work schedule fur the suite, prior to the startofconstructioll.

c) Contractor will make sure that at least one sot of drawings will have the Building Manager's lniliaJs approving the plans and a copy delivered to the Building Offico.

d) A .. built construction, including mechanical drawings and air balancing reports will be submitted at the end of each project

e) The HY AC contractor ia to provide the following items to the Building Manager upon being awarded the contract ftcm tho gcncral contractor: · . I) A plan showing tho new ducting layout, all supply and _return air grille localions and all

thermostat locatioaa. The plan sheet should also include the location of any fire dampen. ii) An Air Balance Report reflecting the supply air capacity throughout the suite, which is to be

given to the Chief Building Engineer at the finish of the HY AC installation. · f) AU paint bids should .reflect a ono-timo touch,up paint oa all suites. This is to be completed

· approximalaly five (S) days a!IN mov&-in date. .

II) The general contractor muat provide for the removal of all trash and debris arising during tho couno of construction. Al no lime arc the building's trash compacton and/or dumpsters to be used by the general contractor'i ciean,-up crews for the disposal of any trash or debris accumulated during construction. The Building Office assumes no responsibility fur bin& Contractor ls to monitor and resolve any probl<.ms with bin usage without involving the Building Office. Bina arc to be emptied on a regular basis and never allowed to overflow. Trash is to be placed in the bin.

h) Contractora will include in their proposab all costs to include: parlcing, elevator sen,ic:e, additional security (i! required), rcatoration of carpets, etc. Pmking will be validated only if contractor is worlcing directly for the Building Office. · ·

I) Any problems with construction per the plan, will be brought to the attention of and documented to the Building Manager. Any changes that need additional worlc not descnoed in the bid wiU be approved in writing by the Building Manager. All colllnU:torl doing work on dus project should first verify the sc,ope of work (u stated on the plans) be1ilR submittini bids; not Blier the job bas started.

:z. a) b)

c)

3. a)

b)

Building Fllcilltleo Coonitaatloa All deliveries of material will be made tbrougb tho parlcing lot entrance. Construction materials and equipment will not be stored in any area without prior approval of lhe Building Manager. . Only !he freil{l1t elevator is to be used by construction penonnel and equipment Under no cimtmstancea are construction personnel with materials and/or tools to use the "passenger" elevators. · Hounkeepln1 Suite ontnnce doors arc to remain closed at all times, except when hauling or delivering consttuction materials. All construction done on the property that requires tho use of lobbies or Common Area corridon will have carpet or other floor protection. The following arc the only prescribed methods allowed: i) Mylar: Extra heavy-duty to be taped from the freight elevator to the suite under construction. · ii) Masonite: 1/4 inch Pane~ Taped to floor and adjoining areas. All comers, edgea and joints to

have adequate anchoring to provide safe and "trip-free" ansidons. Materials to be extra heavy-duty and installed from freight elevator to the suite u <let constructio11.

tS250Venllrl/B.llA.T.Eli~&A/AS/D---3,200I

B1-2

• EXHIBITB-1

CONSTRUCTION BY TENANT DURING TERM (cont'd)

c) Restroom wash basins will not be used to fill buckets, mako paslell, wash brushes, etc. If faciliti ... arc required, arrangements for utility closets will be made with the Buildi"!! Oflico.

d) Food and related lunch dobris are not to bo left in tho suilt! under construction. . e) All areas tho general contractor or theinub-contractors work In must be kept cloan. All suitos tho

general contractor works in will havo construction dobrl.s removed prior to completion inspection. This includes dusting of all window sills, light diftbsorr, cleaning of cabinCIS and sinks.. All

· Common Areas are to bc kopt clean of building matorials at all times so as io allow tenants access to their suites or the building.

4. Construction Requlrtmeals 1) All Life and Safety snd applicablo Building Codes will be strictly enfon:ed (i.o., tempered glass, fire

dampen, exit sign,, smoke dotoctors, alarlnl, etc.). Prior coordination with tho Building Manager is required.· ·

b) Eloelric panel schedules must be brought, up to date Identifying all now cirtuits added. c). All. electrical oudots and lighting circuits are to be properly identified. Oudots will be labeled on

bsck sido of each cover platlO. d) All electrical and phone clcoots being used must haw panels replacod and doors shut al tho end of

each day's work. Any electrical cloSCI that is opened wlth. tho panel exposed must have a work person present. · · ·

e) All olectrician1, telephone personnel, etc. w!U, upon completion oftltoir respeclive projoots, pick up snd discard their trsslt leaving tho telephone and electrical roonts clean. lf thl.s is no! complied with, a clean-up will ho conducted by tho buildin& janitors and tho ·genera1 C<JlllrUI« wiU ho bsck­charged for this service.

f) Welding or burning with an open flamo will not be done without prior approval of tho Building Manager. Piro extingul.shen must be on hand ~ all times. · .

g) AU "anchoring" of walls or supports lo Ibo concrete are not lo be done during normal worting . boura (7:30 AM· 6:00 PM, Monday through Friday). This work must be scheduled before or allor these hour1 durlng tho woelr. or on Ibo weekend.

b) All core drilling is not to be dlino during normal working hours (7:30 AM· 6:00 PM. Monday through Priday). This work must be scheduled before or after· those hours during tho wook or on the weokond.

I) All HVAC work must be inspo<lod by the Building Engineer. Tho following procedures will ho followed by tho general contractor: · I) A preliminary inspection of tho HVAC work ln progress will be scheduled through the

Building Oflieo prior to tho reinstallation of tho ceiling grid. H) A second inspection of tho HVAC oporition will also be schodulod through Ibo Building

Office and will take pliu:o with tho allondance of the HV AC contractor's Air Balance Engineer. This inspection will talcc place when the suite in question is ready lo ho air-balaru:od. · .

lii) Tho Building Engineer will inspect the construction on a periodic basis as welL j) All existing thamostats, coiling tiles, Jigl,llng fixtures and air coodillonlng grilles sbAll ho savod and tumod over lo tho Building Engineer. . ·

Good koasekeepin1 rules and regulallon1 wi.1 be lltlctly enforced; Tllo balldlac office aad engineering depar1monl will do evorytfllng possible ID make JO•r Job eulu. However, coatncton who do not observe the collllructlon policy wiU not be allowed to perform wltl,ht Ibis balldlac, TIie cost of repalrlDc any damagas that are uaNd by Tenoat or Teuat't colllnctor dartu1 tho coarse of coutractioa Ill.ID be deducted from Tonnt'1 Allowance or Tenant's .Seearlty Deposit, u appropriate.;

[REMAINDEROFPAGEINTENTIONALLYLEPTBLANKJ

lSlS0Va.m./8.lU..T.~hl:../AIIDer;aaba-J,ZOOI

Bl-3

u fl

• EXHIBITB-l

CONSTRUCTION BY TENANT DURING TERM (cont'd)

LANDWRD: DOUGLAS EMMBIT 2008, LLC, a Delaware limited liability cam!)lny

By: Douglaa Eirunett Managemen4 LLC, a Delaware limited liability company, its Agent .

By: Douglas Emmett-Management; Inc., a Dclaw""' <:<>rp<nlion, its Managu

By: .. /,t~ '} ~ Micliacl 1. Mean,, J Senior Vice President

/-:J../ 4-16:J, Dalcd: ___________ _

U2SO V1111ur1 / 8.LA. T. BnttnaJ--.1&. I AS I 0--l, 200I

TENANT:

corporation

By: _____ ~~----Name:. ___________ _

Title:

Dated~:-~----------

Bl-4

\ I

, \

EXHmrrc RULES AND REGULATIONS

BUILDING RULES AND REGULATIONS

l. Aoc- Tenant and/or Tenant's agents, clients, .conlrattor,, director,, employees, invitees, _ litenseea, officus, pannors or shareholders shall only use the sidewalks, entrances, lobby(ies). garage(s), elevaton, staiJways, and public corridors as a llle8nS of ingress and egrus, and shall take sud\ actions as may reasonably be necessary to ensure that the same ,emain unobstructed at all times.

The entrance and exit doors to the Premises are to be kept closed at all times except as required for ordorly. pusage to and from the Premises. Except oo balcooies available for tho joint or exclusive use of Tenant as otherwise specified hcrclnabovo, Tenant shall not permit its ageoll, clients, contractors, directors, employees. invitees, licensees, officers; partners or sharoboldcrs' to loitot in any part of the . Building or obSlnlct any moans of Ingress or egress. Tenanl shall not covor any doo,s, and shall not co- any window, othor than with vellical or mini-blinds ere-approved in writing by Landlord.· Landlord specifically disapproves the installation of any film or foil covotlng whatsoever on tho windows of !he Prcmisca. · · . Neither Teiiant, nor its agents, clients, contractors, d_ircclcn, employees, invitcu, licensees,

officen, partners or shareholders shall go up on the roof or onto any balcony serving the Building. except upon such roo( portion thereo( or balcony as may be contiguous to !he Premises and is designated In writing by Landlord as a roof-dock, roof-garden area, or exclusive use balcony an,a.

. 2. Rutroo• Fadllll.._ The toilet rooms, toilets, urinals, wash bowls and othor appara!Ua. (the "ROlll'OC!DI Facilities"), whether contsinod in tho Common Areas of the Building and/or· the Interior of the Promises, shall not be used for any purpose otbcr than that for which they wore designed. Tcnllll shall not permit its agents, clients, contractors. directors, ernployces, invitees, licensees, offiscn, partnors or

. shareholders to throw foroi!P' substanccl of any kind whatsoever or papers not specifically ~gnat,,d for use in the ROlll'oom facilihes down any toilet, or to dispose of !he same in any way not in koq,ing with thcr insllUcliona provided to Tenant by tho management of the l)uildlng regarding same, and Tenant hereby specitlcally agrees to roimbune Landlord dirocdy for the oxpeuse of any breakage, stoppage or damage resulting !tom Tenant's violation of this rule. · 3. u .. 'Pf Eqalp111ent. Landlonl'reserves tho right, in Landlord's solo discretion, to declino, limit or dcsignatll the location for installation of any sa&,, othor unusually heavy, or unusually large objects to be used or brought into !he Premises or tho Building. · In tacit case where Tonan1 requests installation of one or more such unusually heavy item(s), which request shall be conclUJivoly evldellced by Tenant's effort to bring such item(s) into tho Building or Promises, Tenant shall reimburse Landlord for the costs of any engineering or structural analysis required by Landlord in connection ~th. In all cases, each such heavy object sba.11 be placed on a motal stand or metal platel or such other mounting detail of such size u shall be proscribed by Landlord. ·

Tonant hereby indemnifies Landlord against any damage or injuiy done to persons, places, things or the Building or its Commoo Areas when sucll damage or injury primarily arises out of Tenant's installation or use of one or more unusually heavy objects. Tenant further agrees IO reimbwse Landlord for tho costs of repair of any damage dono to the Building or property therein by putting in. taking out, or maintaining such safes oc other unu1Ually hoavy objects. 4. Tnmportatlon of Frelpt. Except u otherwise agreed to by Landlord in writin& Tenant .or Tenant's ageqll, clionts, contractors, dircctori, employees, invi-, licensees, oflicors, parlners oc shareholders shall only carry hight, furniture or bulky materials in or out of tho Building bclore or after ·Normal Busincsl Hours, (u that tam is defined in Section 8. I of the Lease). Tenant may only iDBlllll and/or move IUcb freight, furniture or bulky material after previous written notice of its intontion to complote such a move, given to the Office of tho Building. The persons and/or company. employed by Tenant for such work must be professional movcri, reasonably aa:optablo to Landlord, and said movers must provide Landlord with a certi.licatc of insurance evidencing tho oxistoni:c of worker's compensation and all risk liability coverage in a minimum amount of $2,000,000. · ·

Tenant may, subject IO the provisions of the immediately preceding paragraph,· move freight, fumituro, bulky matter and other material in or out of tho Premises.on Saturdays bclwcen the hours of 8:00 A.M. and 6:00 P.M., provided that Tenant pays in advance for Landlord's reasonably anticipated additiOll&i costs, if any, foe elevator operators, security guards and other exponsos arising by reason of such move by TonanL · · . . . . 5. . Flammable Materials. Bxcq,t for such limited quantities of office materials and ·suppues as are · customariJr. utilized in Tenant's normal business operations, Tenanl shall not UIO or keep in !he Premises or the Bulldhig any kerosene, gasoline, tlammablo or· combustible fluid or matorial, othor than those limited quantities of normal business operating materials as may reasonably be necessary for the opcratioo or maintonaDco of office oquipmoot. Nor shall Tenant keep or bring into the Premises or the Building any other toxic or hazardous msterial specifically disallowed pursuant to California state law. 6. Cooking·/ Odon I Nallances. Tenant shall oat permit its agems. clients, comractors, directors, omployeos, invitees, licensees, officers, partners or shareholders to ongago in tho preparation and/or serving of foods unless the Premises includes a self,containcd kitchen area. Nor shall Tenant permit the odors arising from such cooking. or any other improper noises, .vibration~ or odors to be emanate from tho PrcmilOs. Tenant shall not obtain f~ use in tho Premises, ice, 'nking watot, food, beverage, towel or other similar services except at such reasonable hours and under reasonable regulations as may be specified by Landlord. 1SlSGVIIIIWI/B.llA.T.~'n.lAS/Decawlbwl,lOOI

C,l lllilill

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EXHIBITC RULES AND REGULATIONS (cont'd)

Tenant hereby agre,., to instruct all persons entering the Premises to comply with the requirements of the Buildin&. by advising all ~sons entering the Premises that smoking of any tobacco or other substance ia prohibited at all time,, except in such Common Areas located outside the Buildins as may be designated by the Building manage111ent.

-Tenant shall not ~it Tenant's agents, clients, contractors, directors, employees,· invitees, licensees, officers, pertnm or shareholders to interfer6 in any way with other tenants of the Building or with those having business with them. · _ _ _ _ .

Tenant shall not permit its agents, clients, contractors, dkcc:tors; ern~loy<,cs, invitees, liccnsccs, -offic:crr, partnets or shareholders to bring or keep within the Building any animal, bird or bicycle, excq,t such accing-eye dog or other disability assistance lype animal as may comply with the requirements of any bandlc:appcd ordinances havingjurisdiction lbcrefor. .

Tenant shall store its trash and garbage within tho Premisoa. No material shall be placcd iii the trash boxca or receptacles if such material is a hazudous waste or toxic substance or is of such a nature that its disposal in Landlord's ordinary and cuatomuy m..,,.. of removing and disposing of trash and garbage would be a violation of any law, ordinanc:.e or company regulation so'IUllin& such disposal All garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and Ill such times u Landlord shall designate. As and when directed by Landlord and/or if required by any governmental agency having jurisdiction therefor, Tenant shall comply with all directives for rcc:ycling and separation of trash.

Tenant shall not emplay any person to do janitorial work in any part of !be Premises without the prior written consent of Landlord, which consem may be withheld in Landlord's sole discretion.

Landlord rcacrves the right to exclude or expel from the Building any person who in Landlord's sole discrclion is intoxicated or under the influence of liquor or drugs or who. in any m..,,.., engages in any act in violation of the Rules and Regulations of the Building.

Tenant shall not oonduct any public or pri.atc 1>1ction, fire sale or olhcr sale of Tenstt's personal property, thmiturc, fixtures or equipment or any other property located in or upoll the Promises, without Landlord's prior written consent, which consent shall be in Landlord's sole discretion. 7. Storage. Tenant may only store goods, wares, or mecchandlse on or in the_ Premises in arcu specifically designated by Landlord for such storage. _ 8. n1rec11,r,. to Mlna~eat. Tenant's requirements, other than those Landlord specifically agrees to perform elsewhere in this Lcsse, shall only be attended to_ upon the Building management's receipt of Tenant's written request therefor. Landlord's empl.,,... shall not pcrfonn any work or do anything

· outside of their regular dutica unless under special m,lruction from the Building manaseu,ent. No securily guard, janitor or engineer or other employee of the Buildins management shall admit any pcrson­(Tenanl or olhorwlsc} to the Premises without specific instructions from the Office of the Building and written authorizallon for such admittance from Tenant · 9. Keys aad Loeb Landlord shall fiunish Tenant with two keys to each door Ioele existing in the Premises. Tenant shall reimburse Landlord a rcuonable charge for these and any additional keys. Tenant shall not be permitted to have keys made, nor shall Tenant alter any Ioele or install a new or additional Ioele or bolts otuny door of the Premisca without Landlord's prior written conse,,L Tenant Shall, in each case, furnish Landlord with a key for any additional lock installed or changed by Tenant or Tenant's agent(s). Tenan~ upon the expiration or earlier tamination of tbii Lease, shall deliver to Landlord all keys in the possession of Tenant or Tensnt's agents, clients, conJractors, directors, cmplayecs, invitees, licensees, officers, partners or shareholders for doors in the Buildin& whether or not 6JmJshed to Tensnt by Landlord. If Tenant, or Tenant's agents, clieats, contracloTI, dircotors, employees, invitees, licensees, officers, partners or- slwoholdcn, lose or misplace any key(s) to the Buildin& Landlord shall, in Landlord's sole discretion, either replace said key(s) or re-key sud! locks as may be alfccted thereby; and -Tenant shall rcim~ Landlord for all such «>sis ofsucb ro-keying and/or replaceinent. 10. SoUdtation. Tenant and/or its ageats, clic:nts, contractors, directors, employees, invitees, licensees, officers, partners or slweholdcrs shall not permit any canvassing, peddlin& solicilinjl and/or dlstribution ofbandbills or any other writtm materials to occur in the Premlsca and/or the Buildm& nor shall Tenant or Tenant's agents, clients, contractors, .dircctors, employees, invilecs, llccnscca, offic:crr, portnen or sharcltolders enpge in such solicilation or distribution activities. · 11; Retail Si.let, Semca ud Man1lfaclllrinC Prohibited. Exocpt with the prior written_ consent of Landlord, Tenant shall not sci~ or permit the retail sale ot; newspapers, magazines, pc:riodlcals, theaU:r tickets or iny other goods or merchandise to the gc:neral public in or on tho Premises, nor shall Tenant carry on or permit or allow any employee or other penon to carry on the independent business of stenosraPhY, typewriting or any similar busincas 1n or from the Premises for the service or accommodation of other occupants of any other portion of the Building. Tenant shall not permit the Premises to be used for manufiu:turing or fur any illepl activity of any kind, or fur any business or activity othor than for Tenant's specific use. 12. Change la NalDe or Addreas. Landlord shall have the right. exercisable without notice and without liability to Tenan~ to change the name and street address of the Building. · 13. Projectlon1 from Premises. Troant shall not install any radio cvision antenna, loudspeaker or other device on the roof or the exterior walls of the Building or in an projecting outside the interior walls oftbe Premises. Tenant shall not install or permit to be instal y awnings, air conditioning units or other projections, without the prior written consent of Landlord. U250V...-.IB..ll:,A-T.~~/A,5/Deoeriw],200I

C-2 -+ -

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EXHIBITC RULES AND REGULATIONS (cont'd)

lot Superiority or Lease. These Rules and Regulations are in rdlli!ion to, and shaU not be construed to· in any way modify or amend, in Whole or in part, the covenants, agreements or provisions of this Lease. If a conflict or disagreement between the Lease and these Rults bocomos apparont, this Lease shall pm-ail. .

15. Cb.anp, to Rulea and Reculatlons. Provided sucb. changos do not materially harm Tenant's ability to conduct !ts normal business operations. Landlord shall retain the right to change, add or rescind any rule or regulation containtd herein, or to make sucb. .other and further reasonable and non­discrlminato,y Rules and Regulations u. in Landlord's sole judgment may, from limo to time, become n=ssary for. tho management, safety, care and cleanliness of tho Promises, Ille Building or tho Parking Faoilitios, or for tho preservation of good order therein, or for tho convonicnco of other occupants and

· tenants !heroin, so long u sucb. rescission, addition, dolotiou or change Is thcroall,:r_ reasooably applied to all occupants of tho Building alfected thereby. . ·

PARKING RULES AND REGULATIONS A. Tenant shall strictly comply with oil posted speed limits, <li=tional signs, yield signs, stops signs

and all other signs within or about the parking facilillcs. . · B. · Tenant shall register oil vehicle liconso plate numb<n with the Building management. C. . Tenant shall ~ rcsponsiblt for lhc.cosl of repairing any damage lo the parking facilitits or cleaning

any debris created or left by Tonan~ including, without limitation, oil _leakage from molQr vehicles parked in,the parking 1icililics under its auspice& ·

D. Landlord, in addlli011 to reserving the right IQ designate one or moro arou solely for visitor parking, which areas may bo cb.angcd by Landlord from limo to limo with or without prior notice to Tenan~ reserves lhe right to allocate additional visitor"""'"° on any Door of the parking facilities. Tenant shall not park any whicles in any spaces dcsignalod as visitor only spaces or customer spaces within

. tho parking facilitia. .

E. Teoant shall strictly comply with oil rules, regulations, ordinancos, ~ limi!S, and statutes a1fecting handicapped parking and/or iu:cess. and sball not park any vdncles within the tire lanes, along parking curba or in slriped areas. · · ·

F. Tenant shall-only usc the number of parking permits allocated to it and shall not permit moro than one of ils employees to utilim the same parlc:ing permit Landlord rosorves tho right to asslgn or ro­assign parking spaces within tho Parking facilities to Tenant from limo to tlmo, and provided Landlord is required to do. so by reason of any. adion arising out of a governmental mandate imposed on Landlord, Landlord turther reacrvcs lhe right at any limo lo substitute an equivalent number of parking spaca in a parking lilcililits or subterranoan or surface parking facility wilhin a reasonable dlstance of the Premises.

G. Except with Landlord's managing agent(s)' prior written COIISOII!, Tenant shall nOl loavo vehicles in lho parking filcilities overnigb~ nor park any vehicles in the parking facilities other than automobiles, motorcycles, motor-driven or non-motor-driven bicyclts or four-wheeled truclcs or vans: . Landlord may, in its sole ~on, c!esignate sej,amto aroas fur bicycles and motoreyel<J. Tenant shall ensure that vehicles parking in tho parking facilities by using the parking permits assigned to Tenant shall bo parked entirely within tho striped lines dosill)!Aling a single space and aro not so situaled or of such a width or longth as to impede access to or cgrCIS &om vohicloa parked in adjacent arou or doors or loading docks. Further, all vehicloa ulili>.ing Tenant's parking permits shall not ~ higher than any height limitation that may bo puslcd, or of sucb. a siu, woight or dimaision so that onlry of such vehicle into the parking facilitioa would cause any damage or injury thereto. .

H. Tenant shall not allow any of the vehicles parked using Tenant's permits, or the vehicles of any of Tenant's 5:'lt,\iNs, shippers. customers r,r invitoos to bo loaded or unloaded in any area other th.an !hose spec· ly designalod by Lapdiord for loading. ·

· L Tenant shall not USC Dr occupy the ~ing filcilitits in any manner which will unroasonably intmcte with the use or the parking tiu:ilitits by 01bor taiants or occupants of Ibo Building. Widiout limitation, Tenant agn,os to promptly tum of!" any vd!iclc alarm system aalvated and sounding an alarm in the parking facilities. In the event said alarm sysi,a, Jails to tum of!" and no longer sound an intruder al_crt fifteen (15) minutes after commencing suob an alarm, Landlord shall roservo the right to remove tho vohiclo from tho parking facilities at Tenant's sole oxpcnao.

J. Tenant ilclcnowlcdgos that tbe Rules aud Regulations as posted herein shall ~ in effect twenty-four hours per day, soven days per wcclc, witqout exception. ·

K. Tenant aclrnowlodgos that tho unifonned guard officers and parking attendants serving the parking facilitits are autboriud to issue verbal and written wamin(!II of Tenant's violations of any of the rules and regulations contained b.eroin. Except in the case of a car alarm continuing to sound in excess of a maximum of fi1leon minutes, in wbiob case no further notice by Landlord sholl bo required. If Tenant or Tenant's agents, contractors, directors, employees, officers, partners or shareholders continue to matt:rially breach those rules and regulations after expiration of written notice and the opportunity to cure has boon given to Tenant, di in addition to such other remedies and "'Jllosl fur injunctive tclicf it may have, Landlord shall bav ri~ without additions! notice, to remove or tow away the vehicle involved and storo the all costs of whicb. shall bo borne

,~==:,':,:=,r,::.m,:'."'"'"' } ""'":,._ ~•

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EXHIBITC RULES.AND REGULATIONS (coat'd).

LANDLORD: DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company · · ·

By: Douglas l!mmett Management, LLC, a Delaware limited liability company, its Agent

By: Douglu Emmett Managen,ent. Inc., a Delawan corporation. its Manager

By. l.(~}~ Micliul I. Means, ij-Seolor Vice President

Da1ed: ___ } .z.._)_'1-_/_d __ _

IS2SOV....,./B.LA.T.Jilda1ai...-.Jac.JAS/D__,.l.JOOII

TENANT: B.R.A.T. BNTE , INC., a California

Dated: ____ /2-+/.....,~....,,f~O~$ __ _

By: __________ _c._

Name:, ___________ _

Title:

Dated:. ___________ _

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• '

EXHIBITI> MEMORANDUM 01!' LEASE TERM DATES AND RENT

To: B.R.A.T. Entertainment, Inc. I 5250 Ventura Boulevard, Suite 402 Shennan Oaks, California 91403

Re: Lease dated December 3, 200& bGtwecn DOUGLAS EMME'IT 200&, LLC. a Delaware limited liability company ('Landlord"), and B.R.A.T. ENTERT~. INC., a Califumia corporation ('Tenant") conoemlng Suite 402 on the fourth .( 4 ) floor of lhe office building located at 15250 Ventura Boulevard, Sherman Oaks, California 91403_ · ·

Ladies and Gcntlenu:n:

lo accordance with the Office Lease (the "Leasej, we wish to advise you of and .conllnn the following: I. The Lesso Tenn shall commence on or has commenced on _____ ("Commencement Datcj for a tam of ______ endingon _____ _

2. . Tenant acknowledges and agrees commencing , and continuing · lhrough ----~ Tenant shall pay the ioilial Pbced Monilily Rent of $ · per month. Funhermore, as of the Ccmmencem"'1 Date, the provisi011J of Sec:tion 3.3 ~ heid,y deleted in their entirety, and replaced in lieu theroof; with the following:

"C<lmm<ncing • and continuing lhroogb , tho Fixed Monthly Rent payable by TCDIDI shall increase from$, ___ per monlh to $ __ per month;

Commencing~ and continuing tbrou&h _____ the P'IXed Montbly Rmt payable by Tenant shall iiiciease ffilmS · per monlh to$. ____ per month;

Commencing ____ ...., and continuing through • the Ftxed Montbly Rent payable by TCDIDI sbali liiiiea.i &om i. _____ per moDlh to$ · per month; and

Commencing--~-,.....,. and continuing througbout tbe remainder of the Initial Tenn, the Fixed Monthly Rent payable by Tenant shall increase from $, ____ per month to $, _____ per month.•

3. If the Commencement Date ii oth..- than the fir!I day of thc month, the first billing will contain a pro rata adjustmc:nL l!ach billing lbeRafter, with the exception of the final billing. shall be fer the full amount of the Pixed Monthly Rent as provided for in the Lease. · 4. Tenant acltnowledges and agrees ·1hat Landlord has completed the Improvements for which Landlord was obligated under the Lease to Tenant's satit!action, and, as of the Commencement Date, ·the Premises were in good ord..- and repair. . ·

5. Tenant b..-eby represents and warrants that TCDIDI is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Memorandum and that each person signing on behalf of Tenant is authoriud to do so.

[REMAINl>EllOl!'PAGEINTENTIONALLYLUTBLANK]

ISlSOV.,._,B.LA.t.Ea~lnc,.IAS/~l,200&

D-1

LI

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EXHIBITD MEMORANDUM O.F LEASE TERM DATES AND RENT (cont'd)

LANDWIID:

DOUGLAS BMMl!TT 2008, LLC, a Delaware limited liability company

By: Douglis Jlmmect Managema,t, LLC, a Delaware limited liability company, ilaAgeut

By: Dooglu F.mmott Managanm, Inc., • Delaware oorporation, its Manager

D------~-----

lSlSOV.waJB.I.A.T.~blc.lASl»-blt),200I

TENANT:

B.R.A.T. BNTll California

By:

NIIIIIO:

Tido:

D1111111:

By:

Name:

Tille:

EMENT1 INC-. a

DIiied: __________ _

Ci

• '

EXHIBIT IC GUARANTY.OF LICASIC

• \

THIS GUARANTY OF LEASE ("Ouarantyj is made by DIVl!RSIFIED LENDING GROUP, INC., a California corporation, SUZANNE APPEL, an individual, and KAREN O'CALLAGHAN, an

· individual Qoindy and severally, "Guarantor") in favor' of DOUGLAS EMME'IT 21)()8, LLC, a Delaware limitod liabilit.y company ("Landlord") in connection with that cutain Office Lease daw! Dcumbet 3, 2008 (the "Lease'? pursuant to which Landlord leases to B.R.A. T. ENTERTAINMENT, INC, a California corporation ("TOIIIIII") those premises generally located at 15250 Ventura Boulevard,. Suite 402, Sherman Oat,, California 91403 (the "Premises") and more particularly described in the Lease. AJ a _malerial inducement to and in considenllion of Landlord entering into tho Lcaao, Landlord having indicated that it would not ~ into ·tho Lease wi1houl lho eoteCUlion of this Guannty, Guarantor doca hereby agree with Landlord as follows: 1. Subject to lho CXpRSS provisions of Paragraph 20 of this Guannty, Guarantor d0<3 hereby

unconditionally and irrevocably gulll'lllltoc and promise to perform and be liable .for any and all obligations and liabilitlca ofTeoant under the terms of the Lease.

2. Guarantor doca hereby agree that, without the consent of or notice to Guarantor and without affecting any of the obligationa of Guarantor bcroundcr: (a) any term, covenant or condition of the Lease n,ay be amended, compromised, reJcued or otherwise alten:d by Landlord and Tcnan~ and Guarantor doca guarantee and promise to perform all the obligations of Tenant under the Lease as so amended, compromised, released or altered; (b) any guanntor of or party to the Lease may be released, substituted or added; (c) any right cw remerly under the Lease may be exercised, not exercised, impaired, modified, limited, dcalroycd or suspended; (d) Landlord or any other person acting on Landlord's behalf may deal in any manott with Tcoant, any guarantor, any party to lho Lease or any other person; and (e) all or any port of the Prcmisca or ofTmant's rights or liabilitica under the Lease may be subl,t, assipd or assumed. ·

3. The obligalions of Guanntor hemmdot are in addition lo and independa,t of the obligationa of Tcnaol A ~ action or actiona may be brought and prosecuted aplnst Guarantor wbothcr aaion is brought aplnst Teoant or wbcth« Tenant ia joined in any such acticx, or actiona. Guaranlor hereby waivca and agrcca not to assert or talce advantage of. (a) any right to requite Landlord to proceed apinat cw exhaust any security held from Tenaot or any other pcnon; (b) any right to require Landlord to proceed against Tenant or any other J><1S011 or to pursue any other remedy before proccerling apinst Guarantor; (c) the dcfolJse of any statute of lunillllio111 in any action under or related to lhia Guaranty .cw the Lease;· (d) any right or dcfolJse that may arise by reaso~ of the incapacity, lack of authorily, dcolh or disability of Tenant or any other person; and (e) any right or defel!se arising by reason of the ""- impairment, modification, limitalioo, dcaltuction or ccasation {in bankruptcy, by an election ofremcdica, or otherwise) of the liability of Tenant, of tho subrogation. ridill of Guarantor or of the right of Guarantor to proceed against Tenant for reimbursement. Without in any manner limiting the generality of thc foregoing, Guarantor hereby walvca the bcndill of the provisiona of Sectiooa 2809, 2810, 2819, 284S, 2847, 21148, 2849, 2850, 2899 and 3433. the second sentence of Section 2822(a) and all rights that are waivable pursuant to Section 2856, all of the California CMl Code, ancl_any similar cw anaiosous statutca of California or 8!1Y otbcr jurisdiction. · ·

4. Guarantor hereby walvca and agreca not to assert or take advantage of any right or de!i,n;;o based on tho absenco of any or all presentments, demands (including demands for podimnaooe). noticca (including noticca of IMfycrse change in lho financial· status of Tenant or other &els which inaease the risk to Guarantor, noticca of non-performance and nolicca of acceptance of thia.Guaranty) and protesll of each and every kind. ·

5. Until all Tenant's obligations under the Lease are fully pcrfonncd, Guarantor. (a) shall have no right of subrnption apinst the Tenant by reason of any paymcntl or acts of performance by Guarantor under tbia Guaranty; and (b) subordinatoa any liability or indebledoess of Tenant now or hcreallcr held by Guaraotor to the obligations of Tenant under, arising out· of or related lo the Lease or Tenant's use or occupancy of the Premises.

6. The liability of Guarantor and all rights, powers and remcdica of Landlord h«eunder and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative and such rights, powers and mncdica shall be in addition to all rights, powers and remcdica given to Landlord by Jaw.

7. Thia Guaranty applica to, inurca· to the benefit of and binds all parties hereto, their heirs, dcviscca, legatees, executors, administrators, representativca, succcasora and assigns (including any pwcliascr at a judicial foreclosure or trustee's sale or a holder of a deed in lieu thereof). Thia Guaranty may be assigned by Landlord voluntarily or by opc,ation of law.

8. Guarantor agrees ftom time to time upon Landlord's rcq~ but not more than once in soy 12 month period, to deliver to Landlord Guarantor's financial statement. All financial statements hcrctofure delivered to Landlord by Guarant0r are, and all financial ,tatemenls l\crealler delivered to Landlord by Guarantor will be, true and correct in all mattrial rcspccts and fllir pre$Clllations of the financial condition of Guarantor as of the date thcreo( p in accordance with generally accepted accounting prscticcs. No material adverse change wred in the financial condition of Guarantor since 1hc date of the financial statements hereto iveml to Landlord.

I S2SO Vfdl111/B.R.A.T, l!nrlllr1ai--. lnc. / AS /Decailblr l, 200I

B-1 fN'

.),

:=::;

• EXHIBIT.E ·

GUARANTY OF LEASE (cont'd)

9. Guarantor shall no!, without the prior written consent of Landlord, commence, or join with any · other person in commencin& any bankruptcy. reorganization or insolvency proceeding = Tenanl The obligations of Guarantor under this Guaranty shall not be altered, limited or a

. by any proceeding, volunlaiy or involunlary, involving the bankruptcy, insolvency, receivership,

. reorganization, liquidation or arrangement ofTenan~ or by any defense which Tenant may have by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding. Guarantor shall tile in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Teruint relating to any indebtedness ofTenant to Guarantor and will assign to leandlord all rights of Guarantor thereunder. Landlord shall ha>e the sole right to accept or reject any plan proposed in such proceeding and to lake any other action to whicli a party filing a claim is entitiecl. In all such cases, whether In administration, bankruptcy or otherwise, the person or persona authorizod to pay such clabn shall pay to Landlord the amount payable on such claim and, to the full - n=saary for that purpose, Guarantor herebY assigns to Landlord all of Guarantor's rights to any such payments or distributions to which Guarantor would othuwise be entitled; provided, however, thal Guarantor's obligations hereunder shall not be satisfied ·except to the extent that Landlord rcceives cash by reason of any such payment or distribution. If Landlord receives anything hereunder other than cash, the ·same shall be held as collateral for amounts due under this Guaranty. ·

10. This Guaranty shall constitute the entire agreement between Guarantor and lhe Landlord with respect to the subject matter hereot No provisioa orthis Guaranty or right or Landlord hereunder may be waived nor may any Guarantor be released from any obllgatioa hereunder· except by a writing duly executed by an aodlorized officer o, director of Landlord.

11. If more than one person signs this Guaranty, ~ such person sball be deemed a Guarantor and the obligation of all such Guaranta,:s shall be join! and several. When the COllll:lrt and comtruction so requires, all words used in the singular herein shall be deemed to have been used in the plural. The word "'person" as used herein shall include an individual, company, firm, BS10Ciatlon, partnership, corporation,. trust or other legal entity of any kind whatsoever.

12. Should any one or more provisions of this Guaranty be dtlmnioed to be illcpl or unoafon:eable, all other provisioos shall nevmheless be effective.

13. The waiver or failure to enforce any provision of thls Guaranty shall not operate as a waiver of any ·otlie, breach of such provisioa or any other provisions hereat

14. If either party hereto participates in an action against the other party arising out of or in connection with this Guaranty, the prevailing party shall be entitled to have and recover from the other party actual attorneys• fees, collection costs and other costs incurred in and in preparation fur die action. In addition to the foregoing award of attorneys' &es, the ultimaedy successlbl party shall be entitled to its actual attorneys' fees incurred in any post-judgment proceedings to collect or enfi>rce Ibo judgment Thia provision is separate and several and shall survive the merger of this Guaranty into any judgment on this Guirimty. In any action or proceeding arising under Ibis Guaranty, Guarantor consents to trial wilhout a ju,y.

15. Time is strictly of the essence under thia Guaranty and any amcodmen~ modification or revision hereof: ·

16. If Guarantor is a corporai!oo. each individual executing this Quann~ on behalf of said corporation ~ts and warrants that be is duly authorized to _,., and deliver this Guaranty on behalf of said co'l'°ration, in accordaMo with a. duly adopted resolution of dto board or diroctora of said corporation or in accordance with the bylaws of said COtJlOralion. and that thia Guaranty is binding upon said corporation in accordance with its terms. If Guarantor is a corporation, Landlord, at its. option, may require Guarantor to concurrently, with tho execution of this Guaranty, deliver to Landlord a. certilied copy ofa resolution of tho board or directon of said corporation aothorizing or ratifying die execution ofthia Guaranty.

17. The tam "Landlord" wha\ov« ben,inabove used ~r.n to and means the Landlord in the foregoh,g Lease spc:citically oamed and also any assignee of said Landlord, whether by oulrigbt assignment or by asaigmnent for security, and also any suocessor to the interest of said Landlord or of any assignee .of such Lease or any part thereat; whether by assignment or otherwise. The term '"Tenant" whei)ever hereinshove used re1m to and meaos the T<liant in tho foregoing Lease specifically named and also any asaigne,; or subtenant of said Leaae and a1so· any successor to the . interests of said Tenant, assignee or sublessee of such Lease or any part thereat; whcdier by assignment, sublease or otherwise. ·

18. Any notice, request, demand, or other communication h<mlnder sball be in writing and sball be . considered duly given or furnished when: a. delivered personally or by messenger or overnight delivery service, widl signature evidencing

such delivery; · · b. upoa the date. of delivery, after being mailed ill a postpaid envelope, sent certified mail. return

receipt requested, when addressed to Landlord as set forth below aod to Guarantor as set fi>rth below; or to such other address or addressee as either party may designate by a written notice given pursuant hereto; or

c. upon confirmatioo of good transmission if sent via facsi .ej~faclline to such phone number as shall have been provided in writing by Landlord or Gu to the other:

ISZSO v-.. ,a.ur. Enoar11i ...... 1 .. 1 AS/.,_.._ 3, 2GOI

E-2

• • ltXHIBrrE

GUARANTY OF LEASE (cont'd)

GUARANTOR:

!5250 Ventura Boulevard, Suito.402 Sherman Oaks, California 91403

LANDLORD:

Douglas Emmett 200&, LLC · · rJo Douglaa Emmett Management, LLC 808 Wilshin, Boulevard, Suitt 200 Santa Monica, California 90401 Attn: Director nf Propaly Management

1,. As a funhec material part of the consideration to Landlord to enter into the Leaae with Tenant, Guarantor agn,es: a. Tho law of the State of Calimmia shall govern all questions with re,pect to tho Guaranty; b, Any suit, action or proceeding arising din,ctly or indirectly from the Guaranty, the Leaae or tho

subject mattcr the,eof shall be litigated only in courts locatod within tho County of Los Angdos and the State of California; ·

e. Guarantor !,on,by irrevocably consents to the jurisdiction of any local, stale. or ftdcnl oourt located wilhin the. County of Los Angelos and tho State of Calilbmia;

d. Guarantor hereby waives personal service of any and all prooess upon it and coasents to all such senice of process in tho manner and at tho address set forth in Paragrapb 18 above; and

e. Without limiting the generality· of the fon,going. Guarantor hereby waives and agn,os not to assert by way of motion, dcf'emo or otherwise in any suit, action or proceeding any claim that . OIWlntor is not perSOllllly subject to the jurisdiction of the abcvc-named courts, that such suits, action or proc:ccding is brougbt in an inconvenient forum 0< that the venue of sucb action, suit or proceeding is improper.

20. Notwithstanding any olher provisions hmin to tho contrary, tho aggrogate liability of tho undersigned for obligations and liabilities of Tenant under tho Leaae abaJI not exceed the Maximum Liability Amount (u defined bell>w) in effect It-the time tho liability arises or is incurml, pl!]S coats ·of enforcement of .this Guaranty. The term "Maximum Liability Amcunt" means $61,112.00. Tho Maximum Liability Ainoont shall decreuo to (i) $50,926.67 u of the 11111 calendar day of tho twelfth (12") full caleodar month of the Tenn (as de1ined in the Leaae), (b') $40,14t.34 as of the 11111 calendar day of the twenty-lburth (24th) full calendar month of the Term, (iii) $30,556.01 u of the last calendar day of the thirty-sixth Q6") full calendar month of the Torm, (iv) $20,370.68 u of the Jut calendar day of the forty-eighdt (48") full calendar month of the Torm, (v) $10,185.35 u of tho last calendar day of the sixtieth (6o") full calendar month of1he Tenn, and (vi) $0.00 aa of the Termination Date (aa ddlnt,d in tho Lcaac). Notwithstanding the fon,going. the Maximum Liability Amount shall be decrcaacd only if (a) then, does not then exist a default or breach by Tenanl of its obligations or liabilities under tho Leaae which after expiration .of the applicable cure period becomes a dclilul~ and (b) neither the Lease nor Tenant's right to possession has been terminated; provided; however, that if Tenant 1hercaftzr cures any such dc&ult, then the Maximum Liability Amount sball be dcctcasc:d as ifno such default had occurred.

[REST OF PAGE INTENTIONALLY LDT BLANIQ

!USO VCIIIUn/B.ll.A.T,.l!nlaf&il!ffla, &/ AS /Dcambar ), 2001

E-3 ....

EXHIBITE GUARANTY OF LEASE (cont'd)

_.., ·--

\Sl50VaitunJB.LA.T.~ 1Jll.l ASI».... l, '200I

GUARANTOR: DIVERSIFIED LBNDINO GROUP, a California corporation

By: __________ _

Name:._-'----------­Tido: ------------

By: __________ _

Namo:. ___________ -,-

Titlo:

Kmn O'CaJJagban, an individual

JOrNTI..Y AND SBVl!RALLY

Dated: __________ _

1

• • ACKNOWLEDGMENT

s1a1e· of California County of ____ _

On _________ bcfOICme, __ ~---~~~,-=~---(insert name and title ofilie officer) porsauallyappoarod _________________ __,

· who proved to me on the basis of ss~ evidence to be the person(s) whoiio name(s) ls/are subscribed to tho within ins1ru111ent and acknowledged to me that htJsholthey executed the same in hiUherllheir authorized capacity(ies),_and that by his/her/thci• _signature{s)_ on tho instrument tho person(s), or the eotity upon behalf of which tho pcrson{s) acted, executed the instrument

I c:ortify.under PENALTY OF PERJURY.under the Jaws of the Stato of California that the forogoing. paragraph ill true and c:orrect.

WITNESS my hand and official seal.

Sil!lll,ll= (Seal) -----------

ACKNOWLEDGMENT

Stato of California County of ____ _

On _________ befute me.---,,---,----,-,=-=,-=~---(insort name and tide oldie officer)

_personsllyappomod ____________________ ~

who proved to me on the·basis ofsatlsfilctory ovidence to be tho pe,son{s) whoso oame{~) ls/aro subscribed to tho within instrumoot aod adcoowlodgod to mo that he/she/they executed tho samo in his/her/their authorized capacity(ios), and that by hislherlthoir signature{s) on tho instrument tho person(s), or .tho entity upon behalf of which tho porson(s) acl<d, executed tho instrument

l certify under PENAL TY OF PERJURY undiet the laws of the State of California that the foregoing paragnph.ill true and con:oct.

WITNESS my band and official seal.

Signaturo __________ (Seal)

ISH0VrtNn/8.R.AT. &tlnal11-, JAc./ AS/0.... J, 200t

• EXHIBIT Ii'

ASBESTOS RIDER

AJ you are probably aware, many buildlnp constructed during the 20th Century througlt the mid to laco 1970s, such as this property, utilized some degree of asbestos ·in the construction process; such practice was formerly a ~dard in tho building trade. Asbestos ls Ibo commercial name for a naturally­occurring family of fibrous minerals which was used in building materials mainly as a fireproofing. reinforcing and insulating agen~ and is typically oncounttccd in wrapped heating system insulation, structural fire-proofing. acoustical ceilings, vinyl flooring and roofing felts. Asbestos was regularly used in many other building and non-building products as well. In fact, asbestos fibers are generally present in urban air and water. ·

EXlellsive govommental regulation of asbestos now OKists, and proposals have been made for sddltional regulationa No federal laws, regulations. or standards, however, require wholesale removal of · · asbestos from an occupied building. Indeed, tho EPA .has concluclod that "Tho preaence of asbestos in a building does not - that tho hoaltb of building occupants is endangered. · lf asbestokontaining material remains in good condition and is unlikely to bo disturbed, oxposuro will bo ·negligible.• Guldtmc•for Co1)Jrolling hbato.r-Containing Ma11riah In Bwldlnp (EPA 560/5-85-024 Jun, 1985). page 1-1. According to tho experts, tho health risks as.,ocialed with asbestos ariso only when and if fibers bocomo airborne and are inhaled, fc.- example, as a result of maintenance or rq,airs conducted without proper con1rola. When mhalod, asbestos fibers can cause cutain di,easos, including asbestosis, meaothtlicma and lung ·cancer (and risks 1i>r smokon are dramatically compounded). The thrust of both CUm:111 EPA and _OSHA roquimnents- and non-binding guidance ls to idontify the malerials that .... releasing or could roloaso asbestos fibers into tho air, implOlllOllt proper response actions whon such malaials are· localed, maintain asbestos in good condition, and follow appropriate work practicoa when distuJ!,ance of asbestos is unavoidable.

_It is tho policy of lhe property owner to provide a healthy environment by rq,airing. removing or otherwise abating any damaged asbestos materials that pose a health risk, and by com~lying with all nigulllions concoming asbostot at the property and following procedures that will mintmi7.0 or avoid di.sturban<e of asbeslos-cootalaing materials (ACM). We have onpged a qualified asbestos coosultanl to survey tho property Cot asbestos and assist in implomonling an asbestos management plan which includes, among otber things, periodic roinspoction and surveillance, air monitoring. information and training programs-for building onginoering and maintenance~- cleaning procedure,, omerpnoy fiber release and training programs for building ongin,ering and maintenance, ~ clomiing procedures, emergency fiber release procedures, work procedures and other measures to minimi~ potential fiber reloasos, as well as recordkooping roquiroments. · ·

Because any tenant alterations or other work at tho property could disturb ACM and possibly release asbostoa fibers into tho air, we must roquiro tho proporty mansger's written approval prior to beginning such projoc:ts. This includoa major altonltions, but might also include such activities as drillinJ c.- boring holes, installing electrical, telecommunications or computer lines, sanding floors, removing coiling tiles, ..­other work which might disturb ACM. In J11BDY cases, such activities will not alfoct ACM, but you must checJc with 1ho property manager in advance, just in case, and the property manager may make available such instructions as may be required. Arty suclt work should not be attempted by Ill\ individual or cootraclOr who is not qualified to handle ACM.

In connection with tho foregoing, we are a~ting 1ho following n,w rules under tenant 1-(I) tho owner, and roJlRSOllta1lvoa of tho owner, includms. without limitation, tho owner's ACM CODJllltant, are entitled to enta: into the premises of any tenant to inspect fer ACM, port'onn alr tests and abatanont which may be legally required or prudon~ and otherwi,o to comply with legal roquiranents or recommended practices rotating to ACM; (2) any tenant. co_ntractor, or othot party must obtain tho property manager's prior writteu approval before perti>rming any altoratioos on any tenant space, «.­performing any other work at tho property that migltt disturb ACM or involve exposure to asbestos fibon as do.,aibod above. ·

We trust that tho implementation of tho aforesaid requiremonls will not unduly inconvoniooco you. If you have any questions or concerns about asbestos, please contact the property manager. Thank you Cc.-your cooperation in this mutual endeavor. ·

[Rl!,MAINDER 011' PAGE INTENTIONALLY LEFT BLANK] .

1suov .... ,a.B:.A.T. l!nlatlillfflllf. lna. I AS 1U.:...J, 2ooa F-1 J lnill,I

,

CJ

• EXRIBrrl'

ASBESTOS RIDl!.ll (cont'd)

LANDLORD:

DOUGLAS EMMETT 2008, LLC, a Deiaware limited liability company

By: Douglas Emm<1t Manag,,mont, LLC, a Del•warc limital liability company, its Asmt

By, OouaJu l!nm,dt MIIVlgl'll)<III. ,..,_, a Delaware corporation, ilS Mana&«

By: {Ar~J--Y Michael J. Mean,, Senior co Plt5ident

IL./ a. Jo./, Dated:-~--..:.._•..:_ ____ _

\S150Vaita,/8.l.4.T.~trs../ASl~l-,200I

TENANT: 1 B.R.A.T. ENTE'*_.41>1~ corporation

By: . Name:

Tide:

By.

Nmne: ----------'--Tilflo:

Dated:-----------

Dml:

F·l

u

~-

GUARANTY OJ:l'LEASE

THIS GUARANTY OF LEASE ("Guaranty") is made by DIVERSIFIED LENOINO GROUP, !NC., a California corporation, SU_;I.ANNB APl'llL, ao illdividual, and KAREN O'CALLAGHAN, an individual Gointly and severally, "OuaranlOr") in favor of DOUGLAS BMMBTI' 200&, LLC, a Delaware limited liability company ("Laodlord") in connection wirh that certain Oflico Lease dated December 3, 200& (tho "Loaso") pursuaot to which Landlord leases to B.R.A.T. ENTERTAINMENT, INC., a Califomia·corporation f'TClllllt") those premises generally located al 15250 Ventura Boulevard, Suite 402, Sherman Oaks, California 91403 (thc "l'remises") and more particularly described in tho Lease. A!i a malerial inducement to and in consideration of Landlord entering into the Lease, Landlord having indicated that it would not cnier into thc Lcuc without the execution of this Guaranty, Guarantor. does hereby agree with Landlord as follows: . l, Subject to tho express provisions of Paragraph 20 of this Guaranty, Guarantor dotis hereby

unconditionally and irrevocably guarantee and promise to pcrfonn and bo liable for any and all obligations and liabilities of Tenant under the terms of the Lease.

2. GullllllllOr docs hereby ag,oe that, without the consent. of or notice to Guarantor and without affecting any of the obligations of Guarantor hereunder: (a) any term, covCll&Jlt or condition of the Lease may be amended, compromised, released or otherwise altcr<d by Landlord and Tenant, and Guarantor does guarantee 1111d promise to perfonn all the obligab'l>ns of Tenant under the.Loaso as so amondod. compromised, reloasod or altered; (b) any guarantor of or party to the Loaso may bo released, substituted or added; (e)_ any right or remedy under the Loaso "'8Y be exercised. not exercised, impaired, modified, limited, desboyed or suspended; (d) Landlord or any other person acting on Landlord's bcbalf may deal in aoy l1lll1Mr with Tenant, any guarantor, any party to the Loaso or any other person; and (e) al) or any pan of-the Premises or of Tenant's rights or liabilities under the Loaso may be aublct, assigned or assumod.

3. The obligations of Guarantor hereunder arc In addition to and independent of the obligations of TCIIIJIL A sep,,rme action or actiona may be brought and prosecuted against Guarantor whether action Is brought againsl Tenant or whether TCll&Jlt is joined in any such actioo or aetions. Guarantor hereby waives and agrees. not to assert or take advantage of (a) any right to require Landlord to procoed against or exhaust any security held from TCOllllt or any·olher pcnon; (b) any right to require Landlord to prococd against Tenant or any other person or to purauf any other rcmcd)' before proeceding against Guar1111tor; (c) tho dcfonac of any statute of limitations in any aetion undcr or telat<d to this Guaranty or the Lease; (d) any right or deffflae that may arise by reason ·of the incapacity, lade of authority, death or disability of Tenant or any other person; and ( e) any right or defense- arising by reason of the abscnec, iq,pairment, modification, limitation, dcstruetion or cessation (in bankruptcy, by an eleetion of remedies, or otherwise) of the liability of Tenant, of the subroga!ion rights of Guarantor or of the right of Ouaiantor to proceed against· Tenant for reimbursomcnL Without in any manner limiti"f, the generality of the foregoing, Guarantor hereby waives the benefits of the provisions of Sections 2809, 2&10, 2& 19, 2845, 2&47,

· 284&, 2&49, 2850, 2899 and 3433, the second scntcnco of Section 2822(a) and au rights that arc waivable pursuant to Seclioo 2856, all of the California Civil Codo, and any similar or analogous statu1eS of California_ or any other jurisdietion.

4. Guarlllltor hereby waives and agrees not 10 assert or take advantage of any right or defense based on the absence of any or all prescnlments, dcmanda (including demands lilr performance), notiees (ineluding notiees of adverse ehange in tho lillaneial staluJ of Tenant or otht.r faeta whlcli inc:rcase the rill1c to Guarantor, notices of non-petformaoce and notices of acccptance of this Guaranty) and protests of each and every kind. . . .

5. Until all Tenant's obligationa under the Lease arc fully performed, Guarantor: (a) shall have no right of aubtogation against tho Tcnapt by reason of any paymcntl or llClll of pcrfonnanec by

· Guarantor under this Guaranty; and (b) aubordinates any liability or indebtedness of Tenant now or ··hereafter held by Guaraotor to the obligationa of Tenant under, arising out of or related to the Lease or Tenant's use or occupancy of the Premises.

6. The liability of Guarantor aod all rights, powers and remedies of Landlord hereunder and under any other agreement now or at any time hc:rcaftef In force between Landlord and Guarantor relating to the Lease shall be cumulatrn and not alternative and such rights, powon and remedies shall be .in addition to all rlgj,ts, powon and remedies given to Laodlord by law.

7. This Guaranty applica t<i, inures to the bcncllt of and billds all parties hereto, their hcirt, ~....._ legatees, executors, administrator!, rcprcaentalivos, successors and assigns (including any purchaser at a judlc_ial foreclosure or trusroe's salo or a holder of a deed In lieu thereof). This Guaranty may be assigned by Landlord voluntarily or by opcntion of law. .

8, Guarantor agrees from time to time upon Landlord's request, but not more than once in any 12 month period, to deliver to Landlotd Guarantor'•. financial statomenL All financial statements heretofore delivered to Landlord by Guarantor are, and all financial statements horeaftcr delivered. to Landlord by Guarantor will be, true and correct in all roatcrial respects 1111d filit presentation., of the finaneial condition of Guarantor as of the date thereof; prepared in aecordanc:o with generally accopted aecounting practices. No material adverse change bas occurred in tho financial condition of Guarantor since tho date of the llnaneial statements heretofore dcliver<d to Landlord.

~- Guarantor shall not, without the prior writlen consent of Landlord, commence, or join with any other person in commeneing, any bankruptcy, reorganization or insolvency proeceding against

IS250 Vltllbn /BJLA.T. Enr'tli..._ r..l ASl~ l, 2001 ~ko t ~~ Exhibit "B"

j .

fl

GUARANTY OF LEASE (cont'd)

TenanL Tho obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement ofTenan~ or. by any defense which Tenant may have by reason of any order, doctcc or decision of any court or adminislrativo body resulting from any such proceeding. . Guarantor shall file in any bankruptcy or other proceeding in which tho filing of claims is required or permitted by· law all c:laims which Guarantor may have against Tenant relating to· any indebtedness of Tenant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the solo right to accept or rojoct any plan proposed in such proceeding and to take any other action to which a party filing a clahn is entitled. In all such cases, wbotbcr in administration, bankruptcy or otherwise, tho person or pelSO/lS authorized to pay such claim shall pay II> Landlord the amount J"Yable on such. claim and, to. the full extent necessary for that p~ Guarantor hereby lSSlgllS to Landlord all of Guarantor's right, to any such paymon1s or dutributions to which <luarantor would othcrwi* be entitled; provided, however, that Guarantor's obligations hereunder shall not .be satistlcd except II> the extent that Landlord receives cash by reason of any such payment or dlslrlbutlon. If -Landlord receives anything hereunder other .than cash, tho same shall be hold as collateral for amount, due under this Guaranty. ..

10. This Guaranty shall ·conslitutc the enliR agreement between Guarantor and the Landlord with respect to tho subject matter hereof. No pro-nsion of this Guaranty or right of Landlord hereunder may be waived ·nor may any Guarantor be released from any obligation hereunder except by a . writing duly executed by an authorized officer or director of Landlord. .

11. If more than one person signs this Guaranty, each such person shall be doemod a Guarantor and the obllgatloo of all such Guarantors shall be joint and several. Whoo the contmu and conslructlon so roquirca, all ~ used in tho singular herein shall be deemed to have been used In tho plural. The word "person" u used herein shall include an indmdual, company, firm, association, partnership, corporation, 1rUJI or other legal entity of any kind whatsoever.

12. Should any one or mono provisions of this Guaranty be determined to be illegal or unenforceable, all otba provisions sl)all nevertheless be effec.li-.c.

13. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other broach of such provision or any other provisions hereof. ·

14; If oi1her party hereto participates in an action against the o1her party arising out of or in COMeetion with this Guaranty, the prcvalling party shall be entitled to have and,_.,.. ftom tho other party sctual attorneys' fees, collection col!S and other costs incurred in and in preparation fiir tho action. In addition to the foregoing award of attorneys' f- the ultimately successful party shall be entitled to it, actual attorneys' fees incurred in any post-judgment proocedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Guaranty into any judgment on this Guaranty. In my action or proceeding arising under this Guaranty, Guarantor consonts to trial wilhout a jury.

15. Time is sttictly of 1he essence under this,Guaranty and any amendment, modification or revision hereof.

16. If Guarantor isa corporation, each indMduai ,:xeciiting Ibis Guaranty on behalf of said corpo,alion r~eseot, and warrants that ho is. duly authorized II> execute and deliver this Guaranty on behalf of said corporation, in accordance with a duly adoptod resolutioo of the board of directon of said corporation or in w:ordance with tho bylaws of said corporation, and that this Guaranty is binding . upon said corporation in accordance with its tonns. If Guarantor is a corporalion, Landlord, at its option, may require Guarantor II> concurrently, wilh the cxeculion of ·this Guaranty, deliver to Landlord a certified copy of a resolution of tho board of directors of said corporation authorizing or ratifying the executioo of this Guaranty. · ·

17. The temt ''Landlord" whenever hereinabovo used refers to and meana tho Landlord iii tho foregoing Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for securiljl, and also any successor to the interest-of said Landlord or of any assignee of such Lesso or.any part thereo( whether by assignment or otherwise. The term "Tenant" whenever hereinabove used refers to and means the Tenaat In the foregoing Lesso specifically named and also any assignee or suhlellant of said Lease and also any successor II> the intereats of said Tenan~ assignee or sublessee of such Lease or any part thereo( whether by assignment, subleaso or otherwise.

18. Ally notice, request, demand, or other communicatioo hereunder shall be in writing and shall be considered duly given or tilmished when: . · 1. delivered ·personally or by messenger or overnight delivery service, with signature evidencing

such delivery; . b. upon the date of delivery, after being mailed in a postpaid envelope, sent certified mail, return

receipt requested, when addressed to Landlord as set furth below and to Guarantor as set forth below; or to such other address or addressee u either party may designate by a writton notice given pursuant hereto; or

c. upon confirmation of good transmission if sent via facsimile machine to such phone number as shall have been provided in writing by Landlord or Guarantor, one to tho other: .

152.i0 VIMttn /Blt.A.T. ~ lac../ AJ/D«Almber J, 200I

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GUARANTOR:

GUARANTY OFLEASE (coat'd)

LANDLORD:

15250 Ventura Boulevard, Suite 402 Sherman Oaks, California 91403

Douglas Emmett 2008, LLC c/o Douglas Emmett Managemen~ LLC &O& Wilshire Boulevard, Suite 200 . Santa MoniCJ, California 9040 I · Attn: Di=tor of Property Management

19. As a further material part of the consideration to Landlord to enter into tho Lcaso with Tenant, Guarantor agrees:· .

a. The law of tho State of California shall govern all questions with rospcct.to tho Guaranty; b, ~ ,uit, action or proccoding wing diRclly or indirectly from the Guawrt:y, tho Loaso or the

subject matter thoroof shall bo litigated only in courts located within tho County of Los Angeles and tho State of California;

c. Guarantor hereby irrevocably consents to the jurisdiction of any local, state or federal court located within the County of Los Angelos and the State of California;

d. Guarantor hereby ·waives penoaJ service of any and all process upon it and cooscnts to all such service ofproccsa in the manner and al tho address sot fonh in Paragraph 18 abow; and

e. Without limiting the generality of tho foregoing, Guarantor hereby waives and agrees not to assert by way of motion, dcfen. or otherwise in any stli~ action or proccoding any claim that Guarantor is not personally subjcc:t to tho jurisdiction of tho abovo-namod courts, that such suits, action or proceeding is brought in an inconvenient forum or that the vcnuo of such action, suit or proccoding is improper.

20. Notwithslanding any other provisions herein to the comrary, the aggregate liability of Ibo undersigned for obligations and liabilities of .Tenant under the Lease shall ·no1 oxceod tho ~um Liability Amount (as doflnod below) in offoct al Ibo limo tho liability arises or is incurred, plus costs of enforcement of this Guaranty. Tho term "Maximum Liability Amount" moans $61,112.00. Tho Maxim.P_m Liability Amount shall decrease to (i) $50,926.67 as of the last calendar day of tho twelfth (12:-) full caloodar month of tho Term (as defined in tho Lesso), (ii) $40,741.34 u of the last calendar day oftbe twenty-fourth (24th) fu!.) calendar month of the Term, (ili) S30,SS6.0 I u of the last calendar day of the thirty-sixth (36j full calendar month of tho Term, (iv) $20,370.68 u of the last calendar day of the forty-eighth ~8j full calendar month of the Term, (v) $10,185.35 as of tho lastcaloodar day of the sixtieth (60j 11111 calendar m.onth of the Torm, and (vi) $0.00 as of the Termination Dato (as defined in the Loaso). Notwithstanding the foregoing, tho Maximum Liability Amount shall bo dec:roascd only if(a) there does not then orut a defilult or broocb by Tenant of its obligations or liabilitJes under the Loaso which .after expiration of the applicable cure period becomes a ddiwl~ and (b) neither the I.case nor Tenant's right to possession bu boon terminated; provided, however, that if Tenant thereafter cures any such defaul~ then the Maximum Liability Amount shall bo decreased u if no such default had occurred.

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152SO v ....... ,a.Jt..A.T. Entertai1111m1t, Inc. I Al /0-. l, 200I

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GUARANTYOFLEASE(cont'd) n i'H"lffQ"l (--=.1 u lf'o Ml;Jf N {\ ,t

l5lSOV..SU.IBt&~Ulel'lt,hM:./AS/~l,200I

GUARANTOR: DIVERSIFIED LENDING GROUP, a California corporation

=~~ By: ______ --:,------: Namo:, __________ _

Tille:

JOINTLY AND SEVERALLY

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