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ARTICLE 1 - LEASE SUMMARY PROVISIONS Section 1.1. EFFECTIVE DATE [See Article 2]: October 31, 2013 Section 1.2. LANDLORD : 1207 FOURTH STREET PARTNERS, L.P., a California limited partnership Address: c/o Van Tilburg Kline Properties 225 Arizona Avenue, Suite 500 Santa Monica, California 90401 Attention: Marieka Kline Telephone No. (310) 266-5606 Section 1.3. TENANT : MESQUITE PRODUCTIONS, INC., a California corporation Address: __________________________ __________________________ Attention: _________________ Telephone No. ( ) ________ Section 1.4. TENANT TRADE NAME [See Section 9.1]: Mesquite Productions (the "Trade Name"). Section 1.5. PREMISES : A. BUILDING AND LAND [See Section 3.2]: That certain 5-story retail/office building located at 1207 4th Street, Santa Monica, California (the "Building"), situated on land legally described as set forth on Exhibit "A" hereto (the "Land") (the Building and Land are sometimes referred to herein as the "Project") B. PREMISES [See Sections 1.13 and 3.1]: That certain space located on the 3rd floor of the Building with an address of 1207 4th Street, Suite 300, Santa Monica, California, as depicted on the floor plan set forth on Exhibit "B" hereto. Section 1.6. TERM COMMENCEMENT DATE [See Section 4.1]: November 1, 2013. Section 1.7. RENT COMMENCEMENT DATE [See Section 5.1]: November 1, 2013. Section 1.8. EXPIRATION DATE [See Section 4.1]: October 31, 2014. Section 1.9. MONTHLY MINIMUM RENT [See Section 5.1]: Eleven Thousand Five Hundred and 00/100 Dollars ($11,500.00). On the Effective Date, Tenant shall pay to Landlord, in addition to the Security Deposit and any other payments due under this Lease, the amount of $11,500.00, which amount shall be applied to the first payment of Monthly Minimum Rent due hereunder. Section 1.10. RENT ADJUSTMENTS. Not applicable. Section 1.11. INITIAL SECURITY DEPOSIT [See Section 5.2]: Eleven Thousand Five Hundred and 00/100 Dollars ($11,500.00), payable on the Effective Date. Section 1.12. PERMITTED USE [See Section 9.1]: The Premises shall be used for general office use only.

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ARTICLE 1 - LEASE SUMMARY PROVISIONS

Section 1.1. EFFECTIVE DATE [See Article 2]: October 31, 2013 Section 1.2. LANDLORD: 1207 FOURTH STREET PARTNERS, L.P., a California limited partnership Address: c/o Van Tilburg Kline Properties 225 Arizona Avenue, Suite 500 Santa Monica, California 90401 Attention: Marieka Kline Telephone No. (310) 266-5606 Section 1.3. TENANT: MESQUITE PRODUCTIONS, INC., a California corporation Address: __________________________ __________________________ Attention: _________________ Telephone No. ( ) ________ Section 1.4. TENANT TRADE NAME [See Section 9.1]: Mesquite Productions (the "Trade Name"). Section 1.5. PREMISES: A. BUILDING AND LAND [See Section 3.2]: That certain 5-story retail/office building

located at 1207 4th Street, Santa Monica, California (the "Building"), situated on land legally described as set forth on Exhibit "A" hereto (the "Land") (the Building and Land are sometimes referred to herein as the "Project")

B. PREMISES [See Sections 1.13 and 3.1]: That certain space located on the 3rd floor of

the Building with an address of 1207 4th Street, Suite 300, Santa Monica, California, as depicted on the floor plan set forth on Exhibit "B" hereto.

Section 1.6. TERM COMMENCEMENT DATE [See Section 4.1]: November 1, 2013. Section 1.7. RENT COMMENCEMENT DATE [See Section 5.1]: November 1, 2013. Section 1.8. EXPIRATION DATE [See Section 4.1]: October 31, 2014. Section 1.9. MONTHLY MINIMUM RENT [See Section 5.1]: Eleven Thousand Five Hundred and

00/100 Dollars ($11,500.00). On the Effective Date, Tenant shall pay to Landlord, in addition to the Security Deposit and any other payments due under this Lease, the amount of $11,500.00, which amount shall be applied to the first payment of Monthly Minimum Rent due hereunder.

Section 1.10. RENT ADJUSTMENTS. Not applicable. Section 1.11. INITIAL SECURITY DEPOSIT [See Section 5.2]: Eleven Thousand Five Hundred

and 00/100 Dollars ($11,500.00), payable on the Effective Date. Section 1.12. PERMITTED USE [See Section 9.1]: The Premises shall be used for general office use

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Section 1.13. RENTABLE AREA OF PREMISES [See Section 6.4]: The "Rentable Area" of the Premises is Three Thousand Four Hundred Fifty (3,450) square feet.

Section 1.14. GUARANTORS [See Section 21.2]: Sony Pictures Television Inc., a _____________

corporation. Section 1.15. BROKERS [See Article 19]: Landlord will pay all leasing commissions owed to

Metropolitan Pacific Commercial Real Estate Services ("MPC"), representing the Landlord, as a result of this Lease, in accordance with the terms of a separate written agreement between Landlord and MPC, and MPC shall pay a leasing commission to Stone Miller (“SM”), representing the Tenant, as a result of this Lease, in accordance with the terms of a separate written agreement between MPC and SM. MPC and SM are collectively referred to herein as the "Broker."

Section 1.16. ADDENDUM ATTACHED: NONE Section 1.17. INTENTIONALLY DELETED IN THE EVENT OF ANY CONFLICT BETWEEN ANY PROVISIONS OF THIS ARTICLE 1 AND OF THE BALANCE OF THIS LEASE, THE PROVISIONS OF THE BALANCE OF THIS LEASE SHALL CONTROL.

ARTICLE 2 - DATE OF LEASE THIS LEASE is made and entered into by and between Landlord and Tenant as of the Effective Date set forth in Section 1.1 above, regardless of the date it is actually executed by Landlord or Tenant.

ARTICLE 3 - PREMISES AND CONDITION THEREOF Section 3.1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises described in Section 1.5 above for the Term, at the rental and upon all the terms and conditions set forth herein. Section 3.2. CONDITION OF THE PREMISES. As a material inducement to Landlord's entering this Lease and agreeing to the Monthly Minimum Rent and other terms hereof, Tenant agrees as follows: (a) Landlord shall have no obligation to remodel or to make any repairs, alterations or improvements to the Premises or to the Project, or remediate any condition therein, as a condition precedent to the Term Commencement Date or the Rent Commencement Date, (b) except as set forth in the last sentence of this Section 3.2, Tenant shall be conclusively deemed to have accepted the Premises in its “AS IS” condition as of the Commencement Date, (c) the Premises are in satisfactory condition and in full compliance with the requirements of this Lease as of the Term Commencement Date; (d) Tenant has been able to fully inspect the Premises, the Land and the Building to its satisfaction as of the Effective Date, (e) as of the date of this Lease neither the Building nor the Premises has been inspected by a Certified Access Specialist pursuant to California Civil Code Section 1938, and (f) Tenant is fully satisfied with the physical condition of all of the same and that it hereby agrees to accept possession of the Premises as of the Effective Date in its then current "AS IS" condition, provided, however, that the foregoing shall not affect Landlord's express maintenance and repair obligations under this Lease. In all events, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty, except as otherwise expressly provided in this Lease, with respect to the Premises or any other portion of the Land, the Building or the Project, including, without limitation, any representation or warranty with respect to the suitability or fitness of the Premises or any other portion of the Project for the conduct of Tenant's business. Notwithstanding the foregoing, (a) Landlord shall deliver the Premises to Tenant on the Term Commencement Date in a professionally cleaned condition, and (b) Landlord warrants that as of the Term Commencement Date all Building Systems (as defined in Section 9.2(d) below), including

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kitchen and bathroom plumbing, fixtures and appliances within the Premises, are in good operating condition.

ARTICLE 4 - TERM Section 4.1. TERM DATES. The term of this Lease (the "Term") shall commence on the Term Commencement Date set forth in Section 1.6 above and shall continue, unless sooner terminated in accordance with the provisions hereof, until the Expiration Date set forth in Section 1.8 above. The Term shall include any extension of this Lease as a result of any option, opportunity or holdover herein or otherwise granted or allowed by Landlord which Tenant shall have duly exercised. Section 4.2. COMMENCEMENT DATE OF PAYMENT OBLIGATIONS. Tenant's obligation to pay Monthly Minimum Rent shall commence as of the Rent Commencement Date set forth in Section 1.7 above and continue throughout the Term. Tenant shall commence paying utility service charges as set forth in Section 8.1 below on the Term Commencement Date.

ARTICLE 5 - RENT, SECURITY DEPOSIT AND ADDITIONAL RENT

Section 5.1. MONTHLY MINIMUM RENT. From and after the Rent Commencement Date, Tenant shall pay to Landlord for each full calendar month during the Term in lawful money of the United States of America the Monthly Minimum Rent set forth in Section 1.9 above, as increased as set forth in Sections 1.9 and 1.10 above, in advance upon the first day of each such calendar month without demand, deduction or offset; provided, however, that the initial payment of Monthly Minimum Rent shall be made as provided in Section 1.9 above. The Monthly Minimum Rent for any fractional part of a calendar month at the beginning or end of the Term shall be prorated on a daily basis. All payments hereunder shall be made to Landlord at the address set forth in Section 1.2 above or such other place as may be designated from time to time by Landlord. Section 5.2. SECURITY DEPOSIT. On or prior to the Effective Date, Tenant shall deposit with Landlord the "Initial Security Deposit" specified in Section 1.11 above as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. "Security Deposit" shall mean and include the Initial Security Deposit specified in Section 1.11 above, plus such other amounts as may be deposited from time to time with Landlord by Tenant. Landlord shall not be required to keep the Security Deposit separate from its general funds and Tenant shall not be entitled to interest thereon. Any balance of the Security Deposit remaining on the date of the conclusion of the Term shall be returned to Tenant within twenty (20) business days after the later of such date, the date possession of the Premises is surrendered to Landlord or the date on which all Monthly Minimum Rent and Additional Rent (as defined in Section 5.3 below) (including any Additional Rent which may be invoiced after the end of the Term) has been paid by Tenant. In the event any portion of the Security Deposit has been used or applied by Landlord hereunder, Tenant shall, within five (5) days after Landlord's request, increase the Security Deposit to the original amount specified in Section 1.11 above. In the event of a transfer of the Premises by Landlord, the unapplied portion of the Security Deposit shall be transferred or handled by Landlord in accordance with the requirements of California Civil Code Section 1950.7 or any successor statutes thereto. Section 5.3. ADDITIONAL RENT. Every payment required to be made by Tenant pursuant to this Lease, other than Monthly Minimum Rent, shall be deemed to be additional rent due hereunder ("Additional Rent"), whether or not expressly designated as such, and Tenant's failure to pay Additional Rent when due shall be a Monetary Default hereunder and shall entitle Landlord to exercise all rights and remedies provided hereunder, at law or in equity, for the nonpayment of rent. Additional Rent shall be paid without demand, deduction or offset. Tenant's obligation to pay Additional Rent shall commence on the Rent Commencement Date.

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ARTICLE 6 - COMMON AREA AND RULES; OPERATION AND MAINTENANCE BY LANDLORD

Section 6.1. DEFINITION. "Common Area" shall mean and include (a) all areas within the Land and the Building which from time to time are neither exclusively occupied by tenants (or held available for such purpose) nor reserved or designated by Landlord for the exclusive use of one or more particular tenants, including, without limitation, all common entrances, lobbies, corridors, stairwells, bathrooms, elevators and the parking garage, and (b) all exterior walls, foundations, structural elements, roofs and facias of the Building, all heating, ventilation and air conditioning systems and components, plumbing, mechanical, elevator, fire protection, security and electrical systems used in common by or made available for the benefit of more than one tenant of the Building. Section 6.2. USE OF COMMON AREAS. Landlord hereby grants during the Term to Tenant and its employees, patrons, suppliers and invitees a non-exclusive license to use all Common Areas which are intended for use by the general public or other tenants in the Building, and for incidental ingress and egress thereto and therefrom, while present on the Land or in the Building; subject, however, to Landlord's reserved right from time to time to: (a) Grant similar non-exclusive rights to other tenants of space in the Building. (b) Promulgate reasonable rules and regulations relating to the use of the Common Areas to the extent otherwise consistent with this Lease so long as the same are applied uniformly to all tenants or occupants in the Building. (c) Use any part of the Common Areas for Landlord's own profit and purposes. No such use shall in any event result in any abatement or reduction in Monthly Minimum Rent or Additional Rent or give rise to any liability of Landlord therefor to Tenant. Section 6.3. OPERATION AND MAINTENANCE BY LANDLORD. At all times during the Term Landlord shall, at its sole cost, maintain in good operating condition and repair (1) the Common Area (including, without limitation, the parking lot, walkways, parkways and driveways located within the Common Area), (2) all structural components of the exterior and interior bearing walls, roof and foundation slab of the Building, (3) the Building Systems, (4) the non-structural elements of the Building servicing the Premises, (5) the heating, ventilation and air conditioning system, plumbing, electrical, fire and life safety, sprinkler and other mechanical systems servicing the Premises, and (6) all landscaping within the Project. Tenant shall provide Landlord with access to the Premises at such times as Landlord deems necessary in order to carry out its obligations under this Section 6.3.

ARTICLE 7 - TAXES Section 7.1. REAL ESTATE TAXES. (a) "Real Estate Taxes" shall include all taxes, levies, assessments and governmental charges of every kind and nature imposed upon or with respect to all or any part of the Project or any improvement constructed for the benefit thereof; excluding, however, Real Estate Taxes attributable to the Premises (as defined in (b) below) and any tax or assessment imposed as set forth in Section 7.2 below, both of which shall be Tenant's obligation to pay. In the event Real Estate Taxes as in existence on the Effective Date are altered or withdrawn in any way and a substitute tax or charge is instigated in lieu thereof, such substitute shall be deemed to be a Real Estate Tax regardless of how denominated or the source from which it is collected. Landlord shall pay all Real Estate Taxes during the Term. (b) "Real Estate Taxes attributable to the Premises" shall mean any Real Estate Taxes imposed as a result of Tenant’s use of the Premises or attributable to any of Tenant's Installations (as defined in Section 11.3(a) below). Tenant shall pay to Landlord all Real Estate Taxes attributable to the Premises at

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least ten (10) days prior to delinquency thereof or within fifteen (15) days after the date Landlord invoices Tenant for such amount, whichever shall be earlier. Section 7.2. TAXES AND ASSESSMENTS ON RENTALS OR BASED UPON SQUARE FOOTAGE. Notwithstanding Section 7.1(a) above, Tenant shall, within ten (10) days after Landlord's request, pay to Landlord any and all excise, privilege, rental and other taxes and assessments (excluding capital stock, estate or inheritance taxes, franchise and net income taxes) levied or assessed by any governmental authority including, without limitation, the City of Santa Monica, upon or measured by (i) the Monthly Minimum Rent and/or any Additional Rent, and/or (ii) the square footage of the Premises. Section 7.3. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes, license fees, levies, assessments and governmental charges of every kind and nature imposed upon any leasehold interest, fixtures, furnishings, equipment and other personal property of any kind in, upon or about the Premises (collectively, "Personal Property Taxes"). Tenant shall use its best efforts to cause all Personal Property Taxes to be levied or assessed separately from the Premises, the Real Estate Taxes and any other real property of Landlord; provided, that in the event any Personal Property Taxes are levied or assessed with the Premises, with any of Landlord's real property and/or included in Real Estate Taxes, Landlord shall determine the amount to be allocated to Personal Property Taxes in any commercially reasonable manner, and Tenant shall reimburse Landlord for the amount so allocated by Landlord within fifteen (15) days from the date Tenant receives an invoice from Landlord, and such amounts to be reimbursed by Tenant shall be deemed Additional Rent hereunder.

ARTICLE 8 - UTILITY SERVICE Section 8.1. UTILITY CHARGES. Commencing on the Term Commencement Date, Tenant shall be solely responsible for, and shall pay directly to the appropriate supplier, (a) all charges for gas, water, sewer, electricity, telephone and other utility services used in or about the Premises during the Term by Tenant; (b) all utility connection fees to the Premises (which in at least the case of any natural gas service to the Premises shall include the installation of meters at Tenant's cost to separately measure all such service to the Premises); and (c) all costs of permits or assessments required by Tenant's use or occupancy in or about the Premises. In the event any utility services are not separately metered to the Premises, Landlord shall pay such charges therefor (excluding connection fees) and Tenant shall reimburse Landlord for the Premises' share thereof as determined by Landlord in any commercially reasonable manner. Section 8.2. INTERRUPTION OF SERVICES. Without limiting the provisions of Section 12.7 below, except to the extent as may be expressly provided otherwise in this Lease, Landlord shall not be liable to Tenant or to any other person for any and all liability, loss, damage (including consequential damage), claim, expense or otherwise, and rent shall not abate hereunder, (i) if any utility shall become unavailable from any public utility company, public authority or any other person or entity (including Landlord) supplying or distributing such utility, (ii) as a result of or with respect to any electrical power surges or (iii) for any interruption in any utility service (including, without limitation, any heating, ventilation or air conditioning) for any cause, and, in all events, the same shall not constitute a termination of this Lease or any eviction of Tenant by Landlord, unless Tenant would otherwise have the right to terminate this Lease under Articles 13 or 15 below. In the event of any interruption in utility services (including, without limitation, any heating, ventilation or air conditioning) which interruption results from Landlord's grossly negligent or intentional act, there shall be an abatement of Monthly Minimum Rent, Additional Rent and all other charges payable hereunder if the interruption is not cured within seventy-two (72) hours after Tenant notifies Landlord of the same, but abatement shall only be to the extent of the interruption in the operations of Tenant's business; provided, however, that there shall be no abatement if such interruption is the result of the negligence or intentional act or omission of any of the Tenant Parties (as said term is defined in Section 12.6 below). In the event of any interruption of any utility services to the Premises not covered by Articles 13 or 15 below and not due to the negligence or intentional act or

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omission of any of the Tenant Parties, Landlord shall use commercially reasonable efforts to promptly restore such utility service.

ARTICLE 9 - CONDUCT OF BUSINESS BY TENANT Section 9.1. USE OF PREMISES. Tenant shall use the Premises solely for the purposes set forth in Section 1.12 above and solely under the Trade Name specified in Section 1.4 above. Nothing contained in this Lease shall be deemed to give Tenant any express or implied exclusive right to operate any particular type of business within the Premises. Tenant shall use its best efforts to conduct its business at the Premises in an orderly, efficient and commercially reasonable manner so as to reasonably enhance the reputation and attractiveness of the Building. Tenant shall have access to the Premises and, to the extent, if any, reasonably necessary to access the Premises, the Common Areas, twenty-four (24) hours a day, three hundred sixty-five (365) days a year. Section 9.2. RESTRICTIONS ON USE. (a) Except as otherwise specifically provided in this Lease, Tenant hereby accepts the Premises in their "AS IS" condition existing as of the Effective Date, and agrees to promptly comply throughout the Term with all then existing Legal Requirements (as defined below) affecting the use of the Premises and to conduct its operations throughout the Term so as not to violate any then existing Legal Requirements affecting the use of the Premises or the Building and Tenant hereby accepts this Lease subject thereto and to all matters disclosed thereby. "Legal Requirements" shall mean and include (i) all laws, constitutions, ordinances, orders, rules, regulations, guidelines, planning approvals, permit conditions and other requirements of any municipal, county, state or federal government, court, department, agency, commission, board or official (including any fire insurance underwriter or rating bureau) or any public or quasi-public utility company or any other body exercising functions similar to those of the foregoing, which may be applicable or relate in any manner to the Premises, the Building, the Project, the Common Areas or the Land, or the operation, management or use thereof, including without limitation, all zoning, environmental, hazardous substances, air quality, subdivision, planning, building, land, handicapped access, seismic reinforcement and retrofitting, industrial hygiene, safety and the protection of health or the environment, use and other similar types of laws, and (ii) all easements, rules, restrictions, covenants, conditions and agreements contained in any Grants (as defined in Section 18.3 below). Tenant acknowledges that neither Landlord nor its agents or employees have made any representation or warranty as to the present or future suitability of the Premises for the conduct of any use set forth in Section 1.12 above. (b) Tenant acknowledges that it is a material consideration to Landlord in entering this Lease that Tenant shall at all times during the Term conduct its operations at the Premises in a first-class manner in conformance with commercially reasonable standards in maintaining a clean, orderly environment at the Premises. Accordingly, but without limiting the foregoing, Tenant agrees that it shall not use or permit the use of the Premises in any manner that creates a nuisance, disturbance, injury, annoyance or obstruction or interference with the rights of other tenants or occupants of the Building or their customers, or impair the appearance of the Building or be prejudicial to the business or reputation of Landlord or the Building. (c) Tenant shall conduct its operations at the Premises in such a manner as to ensure that all use of the Common Areas by its employees, agents, customers and invitees shall comply with the terms of this Lease and in no event shall Tenant either (1) place or maintain any racks or other property or fixtures in the Common Areas, or (2) use the Common Areas for any solicitation, promotion, advertising or any other activity not expressly permitted under this Lease. In addition, Tenant agrees to use its best efforts to cooperate with Landlord to prevent any unauthorized use of the Common Areas by any third party. (d) Tenant shall not use or occupy the Premises, or permit the use or occupancy of the Premises, in any manner or for any purpose which: (1) would adversely affect or render more expensive any fire or

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other insurance maintained by Landlord for the Building or any of its contents; (2) exceeds the floor load capacity of the floor on which the Premises are located; (3) might impair or interfere with any of the services and systems of the Building, including without limitation, the Building's electrical, mechanical, elevator, fire and life safety, structural, plumbing, heating, ventilation and air conditioning systems (collectively, the "Building Systems") or the janitorial (if any), security (if any), elevator and building maintenance services; or (4) would be for a use as a dental or any other medical practice, research facility, showroom, classroom, testing center, storage not incidental to office use or for any public assembly purposes. Further, Tenant's business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or beyond the Premises shall be installed, maintained and used by Tenant so as to eliminate such vibration or noise. Landlord may prescribe the weight and position of all safes, files and heavy equipment in the Premises or on the floor of the Premises so as to properly distribute their weight. Tenant shall reimburse Landlord for the cost of any structural engineering required to determine whether the load capacity of the floor accommodates Tenant's requirements, and for any other cost incurred by Landlord in enforcing the provisions of this Article 9 or as a result of Tenant's breach hereof (including, without limitation, any increase in insurance premiums resulting from Tenant's use).

ARTICLE 10 - WASTE MATERIALS

Section 10.1. HAZARDOUS MATERIALS. The following provisions dealing with Hazardous Materials are meant to be in addition to and not supersede or limit any other provisions of this Lease which may deal with the same subject matter: (a) Definition. "Hazardous Materials" shall mean any substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government, including but not limited to (i) any regulation by reason of any Legal Requirements pertaining to (A) industrial hygiene, (B) environmental conditions on, in under or about the Premises, including soil and ground conditions and (C) the use, generation, manufacture, production, installation, maintenance, removal, transportation, storage, spill or release of any substance, material or waste and (ii) any substances defined as "hazardous substances", "hazardous materials", "toxic substances" or "hazardous wastes" in: the Comprehensive Environmental Responses, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq; the California Health & Safety Code; and any law, ordinance or regulation dealing with underground storage tanks; and in the regulations adopted, published and/or promulgated pursuant to said laws, and in any other environmental law, regulation or ordinance now existing or hereinafter enacted (hereinafter "Hazardous Materials Laws"). (b) Use and Removal. (1) Tenant hereby agrees that Tenant shall not use, generate, manufacture, refine, process, store or dispose of on, under or about the Premises or transport to or from the Premises any Hazardous Materials, except either with the written consent of Landlord in Landlord's sole discretion or to the extent of Hazardous Materials packaged and contained in products for consumer use in general business and office applications in quantities for ordinary day-to-day use, provided such use does not give rise to, or pose a risk of, exposure to or release of Hazardous Materials, and in all cases in full compliance with applicable Hazardous Materials Laws. Tenant further acknowledges that Tenant does not intend to use the Premises in the future for the purpose of generating, manufacturing, refining, producing, storing, handling, transferring, processing or transporting of Hazardous Materials. (2) If at any time during the term of this Lease, Tenant is in violation of any Hazardous Materials Laws or the terms of this Lease applicable to Hazardous Materials, or if any contamination of the Project shall occur from or due to Hazardous Materials used or placed by Tenant in or about the Project, Tenant, at Tenant's sole cost and expense, shall immediately remove such Hazardous Materials

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from the Project or from the ground or groundwater underlying the Project in accordance with all requirements of the appropriate governmental entity. Furthermore, Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for Tenant's use of the Premises, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises. (3) Except for discharges into the sanitary sewer in strict accordance and conformity with all applicable Hazardous Materials Laws, Tenant shall cause any and all permitted Hazardous Materials used or placed by Tenant in or about the Project to be removed from the Project and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such materials and wastes in accordance with all applicable Hazardous Materials Laws. Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials used or placed by Tenant in or about the Project in full compliance with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in or about the Project or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the Project without first notifying Landlord of Tenant's intention to do so and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto. In addition to all other rights and remedies of Landlord hereunder, if any Hazardous Materials used or placed by Tenant in or about the Project are not removed from the Project or the ground or groundwater underlying the Project by Tenant within fifteen (15) days after Tenant discovers such Hazardous Materials or after Landlord discovers the same and notifies Tenant thereof, Landlord, at its sole discretion, may but shall not be obligated to pay to have the same removed, and Tenant shall reimburse Landlord within five (5) days of Landlord's demand for payment. (c) Notice. (1) Tenant shall immediately notify Landlord in writing of (i) any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (ii) any claim made or threatened by any person against Tenant, or the Premises relating to damage contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Premises including any complaints, notices, warnings or asserted violations in connection therewith, upon Tenant's receipt of actual knowledge of the above. Tenant shall also supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, with copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, or Tenant's use thereof. Tenant shall promptly deliver to Landlord copies of hazardous waste manifests, if any, reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises. (2) Tenant acknowledges that Tenant has been informed that Section 25359.7 of the California Health and Safety Code provides that any tenant of real property who knows, or has reasonable cause to believe, that any release of hazardous substances has come to be located on or beneath the real property shall, upon discovery by the tenant of the presence or suspected presence of a hazardous substance release, give notice of that condition to the owner of the real property. Failure of the Tenant to provide written notice as required to the owner shall be a Default hereunder. The Health and Safety Code provides that if the tenant has actual knowledge of the presence of any hazardous substance release and knowingly or willingly fails to provide written notice as required by the owner, the tenant is liable for a civil penalty not to exceed $5,000 for each violation. (d) Indemnification. Except to the extent due to the negligent or intentional acts or breach of this Lease by the party seeking indemnity, Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord and each Landlord Party (as defined in Section 12.6 below) free

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and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses or expenses (including reasonable attorneys' fees, consultant fees and expert fees and costs) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by (i) the presence in, on, under or about the Premises or discharge in or from the Premises, the Building or the Land of any Hazardous Materials placed or discharged in, on, or under the Premises, the Building or the Land by Tenant's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Materials, or (ii) Tenant's failure to comply with any Hazardous Materials Laws. Tenant's obligation hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs for the matters subject to this indemnification of any required or necessary investigation, repair, clean-up or detoxification or decontamination of the Premises, Building or Land and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purpose of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assignees, subtenant, concessionaire, contractors or subcontractors of Tenant or others acting for on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant. Tenant’s obligations under this Section 10.1(d) shall survive the expiration or termination of this Lease. (e) Survival. All representations, warranties, obligations, and indemnities with respect to Hazardous Materials shall survive the termination of this Lease. Section 10.2. WASTE MANAGEMENT REQUIREMENTS. Without limiting any other obligations of Tenant under this Lease, Tenant covenants and agrees to comply with all Legal Requirements now or hereafter made applicable to the Premises respecting the disposal of waste, trash, garbage and other matter (liquid or solid), generated by Tenant, the disposal of which is not otherwise the express obligation of Landlord under this Lease, including but not limited to, Legal Requirements respecting recycling and other forms of reclamation (all of which are herein collectively referred to as "Waste Management Requirements"). Tenant hereby covenants and agrees to comply with all rules and regulations established by Landlord to enable Landlord from time to time to comply with Waste Management Requirements applicable to Landlord (i) as owner of the Premises and (ii) in performing Landlord's obligations under this Lease, if any. Except to the extent due to the negligent or intentional acts or breach of this Lease by the party seeking indemnity, Tenant covenants and agrees to indemnify, defend, protect and hold Landlord and each Landlord Party harmless from and against all liability (including costs, expenses and attorneys' fees) that Landlord or any Landlord Party may sustain by reason of Tenant's breach of its obligations under this Section 10.2. Tenant's obligations under this Section 10.2 shall survive the expiration or termination of this Lease.

ARTICLE 11 - MAINTENANCE, REPAIRS AND ALTERATIONS

Section 11.1. SANITATION. (a) Tenant shall place all trash, rubbish and other waste generated from Tenant's conduct of business at the Premises in heavy gauge, sealed plastic bags or other comparable sanitary containers and place the same in the appropriate receptacles in the general trash removal area of the Building or other areas designated by Landlord. (b) Tenant shall, at its sole expense, (1) maintain the Premises at all times during the Term in a neat, clean and sanitary condition, and (2) neither commit nor permit any waste or legal nuisance on any portion of the Premises or the Common Areas. Section 11.2. MAINTENANCE AND REPAIRS BY TENANT. (a) At all times during the Term Tenant shall, at its sole cost and expense, (1) provide (or contract for directly with the janitorial service used by Landlord for the Building) janitorial services for the Premises; (2) maintain all parts of the Premises and every part thereof (whether or not such part requiring

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repair or the means of repairing the same are reasonably accessible to Tenant and whether or not such repairs are occasioned by Tenant's use of the Premises) in a first-class tenantable order, condition and repair, reasonable wear and tear excepted, including, without limitation, all fixtures (including, without limitation, all fixtures in the kitchen, laundry and bathroom facilities located within the Premises), all Tenant Installations, all Tenant signage, and all interior walls, ceilings, floors, floor coverings, windows, window casements, interior and exterior doors, plate and all other glass, showcases, skylights, and entrances; and (3) paint or cover all interior walls of the Premises as often as necessary to keep the Premises neat and attractive. Tenant expressly waives any right pursuant to Section 1942 of the California Civil Code or any other law now existing or hereafter effective to make repairs at Landlord's expense. (b) During the Term, Tenant shall maintain the Premises in accordance with all Legal Requirements from time to time existing. In the event a change in the Legal Requirements results in any Installations being required under the Legal Requirements with respect to the Premises, Tenant shall, at its sole cost, commence to design and install such Installations within fifteen (15) days after Tenant learns of such requirement and thereafter diligently pursue the same to completion. Section 11.3. ALTERATIONS AND ADDITIONS. (a) Tenant shall not, without Landlord's prior written consent, which consent Landlord agrees not to unreasonably withhold, delay or condition, install any carpeting, window coverings, air lines, power panels, electrical distribution systems, lighting fixtures, space heaters, air conditioning, plumbing or partitions or make any other alterations, modifications, improvements or additions (collectively, "Installations") in, on or about the Premises, other than any nonstructural Installations to the interior of the Premises which does not materially affect the structural integrity of the Building, the Common Area or the Building Systems, which cannot be seen from the exterior of the Building and which does not exceed a total cost of One Thousand Dollars ($1,000) in any calendar year. (b) All Installations shall be subject to the following requirements: (1) No construction required in connection with any Installation shall commence until all of the following requirements have been satisfied: (i) Plans and specifications describing all aspects of the Installations, including, without limitation, full working drawings, shall have been approved by Landlord, which consent Landlord agrees not to unreasonably withhold, delay or condition (as approved, the "Plans"). (ii) Tenant shall have obtained and furnished Landlord with copies of all necessary permits and other authorizations for all work contemplated in connection with the Installations. (iii) If required by Landlord, Tenant shall have provided Landlord a lien and completion bond in an amount equal to one and one-half (1½) times Landlord's estimated cost of all work contemplated in connection with the Installations, insuring Landlord against any liability for mechanic's or materialmen's liens and insuring completion of all such work. (iv) Landlord shall have approved in its sole discretion the identity of each contractor (all of whom shall be licensed) and the form and substance of each construction contract necessary for the completion of all work contemplated in connection with the Installations and shall have further been provided with written evidence that said contractor maintains and has named Landlord as an additional insured under all insurance required to be maintained under Article 12 below. (v) Tenant shall have given Landlord notice not less than ten (10) days prior to the commencement of any work in or about the Premises in connection with the Installations and provided Landlord the opportunity to post notices of non-responsibility in or about the Premises.

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(2) Tenant shall satisfy all of the following requirements at all times during any construction required in connection with any Installations: (i) Tenant and its contractor shall at all times maintain in effect all insurance required under Article 12 below with respect to all construction activities performed in connection with the Installations. (ii) Tenant shall comply with all conditions of all applicable permits and otherwise complete the Installations in a first-class and workmanlike manner in accordance with the Plans and all Legal Requirements in a prompt and expeditious manner. (iii) Such construction shall not in any way interfere with or infringe upon any use or occupancy of the Building by Landlord or any other tenant or any customers, guests, invitees or vendors thereof. (iv) Tenant shall make no modifications or additions to the Plans or in the identity of the contractors approved under Section 11.3(b)(1)(iv) above, without Landlord's prior written consent, at Landlord's sole discretion. (v) Tenant shall reimburse Landlord on demand for all reasonable costs and expenses actually incurred by Landlord in reviewing all plans and contractors and any proposed modifications or additions thereto, whether or not Landlord consents to the same. (3) Landlord shall have the option to require Tenant to remove any or all Installations at the expiration of the Term and restore the Premises to its condition prior to such Installations. Unless Landlord so requires their removal, all Installations shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Term. Notwithstanding the foregoing, Tenant's fixtures and equipment which are not affixed to the Premises and capable of being removed without material damage to the Premises shall remain the property of Tenant and may be removed by Tenant subject to the provisions of Section 21.25 below. (c) Tenant shall use its best efforts to keep the Premises and the Building free from all liens arising out of any work performed, materials furnished or obligations incurred by Tenant. In addition, Tenant shall, within five (5) business days after it acquires knowledge that any person has or may have filed of record a claim of mechanic's or materialmen's lien affecting the Premises or the Building, deliver written notice of the same to Landlord. (d) Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises which are or may be secured by a mechanic's or materialmen's lien against the Premises or the Building or any interest therein. In the event Tenant in good faith disputes the validity of any such lien, claim or demand (a "Disputed Lien"), Tenant shall have the option, at its sole expense, to contest the same; provided, however, that Tenant shall (1) diligently prosecute such contest to completion and keep Landlord reasonably well-informed of the status thereof at all times, (2) concurrently defend Landlord's interests against the Disputed Lien or, at Landlord's request at any time during such contest, pay Landlord's costs and expenses, including attorneys' fees, incurred in separately prosecuting its own defense against the Disputed Lien, (3) upon Landlord's request at any time during such contest, furnish to Landlord a surety bond satisfactory in form and substance to Landlord in an amount equal to the Disputed Lien indemnifying Landlord against liability thereunder and holding the Premises and the Building free from the effect thereof, and (4) pay and satisfy any adverse judgment that may be rendered with respect to or in connection with the Disputed Lien prior to enforcement thereof against Landlord, the Building or the Premises.

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ARTICLE 12 - TENANT'S INSURANCE AND INDEMNITIES Section 12.1. TENANT'S REQUIRED INSURANCE. Tenant shall at all times during the Term maintain in effect at its sole expense the following insurance: (a) Workers' Compensation Insurance covering all employees of Tenant in, about or related to the Premises and providing all benefits required by law. (b) Comprehensive General Liability Insurance on an "occurrence" basis as opposed to a "claims made" basis (including employer's liability coverage, protective liability coverage on operations of independent contractors, blanket contractual liability coverage and commercial liability coverage) with a limit per occurrence of not less than Two Million Dollars ($2,000,000). (c) Commercial Property Insurance covering the Premises and all of Tenant's signage, stock in trade, furniture, fixtures and equipment and other property including, without limitation, Tenant’s Installations, and all glass, located in, on or about the Premises in an amount not less than one hundred percent (100%) of actual replacement cost, without deductible, providing protection against any peril included within the classifications "Fire and Extended Coverage" or "All Risks" and against sprinkler damages, vandalism and malicious mischief as well as including coverage against loss of earnings arising out of any such peril. (d) Such other insurance and such higher limits on the above-described insurance as from time to time any current or prospective lender of Landlord with respect to the Premises may commercially reasonably require or any insurance brokers retained by Landlord may commercially reasonably recommend that Tenant maintain, including, without limitation, course of construction, construction liability, workers' compensation and similar insurance to be carried by each contractor used by Tenant in connection with any Installations, all of which insurance shall comply with all of the requirements of this Article 12. Section 12.2. EFFECT ON LANDLORD'S INSURANCE. Notwithstanding anything to the contrary in this Lease, in the event Tenant's acts, omissions, specific uses or general occupancy of the Premises or the Building increases the premiums for insurance maintained by Landlord over those which would otherwise be charged if Tenant operated only standard office business operations at the Premises, Tenant shall (a) pay Landlord the full amount of such increase in premiums (as such amount shall be determined by Landlord's insurer or insurance broker), and (b) make, at its sole expense, any non-structural improvements or modifications to the Premises necessitated by its acts or its operations thereat required by any of Landlord's insurance carriers as may be necessary to prevent cancellation of any insurance maintained from time to time by Landlord. Section 12.3. LANDLORD'S REQUIRED INSURANCE. Landlord shall at all times during the Term maintain in effect, at Landlord's sole cost and expense, the following insurance under policies issued by insurers of recognized responsibility, qualified to do business in California: (a) Commercial Property Insurance covering the Building in amounts not less than the greater of eighty (80%) percent of the then full replacement cost (without depreciation) of the Building (above foundations and excluding any Installations) or an amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies, against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available from time to time, which policy shall expressly waive all rights of the insurer against the Tenant Parties (as defined in Section 12.6 below) for any damage resulting from any of their negligent or other acts or omissions; and (b) Comprehensive General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage for a combined single limit of Two Million Dollars ($2,000,000). Neither Landlord's obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant's negligent acts or omissions or willful misconduct. Without obligation to do so,

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Landlord may, in its sole discretion from time to time, carry insurance in amounts greater and/or for coverage additional to the coverage and amounts set forth above. Section 12.4. POLICIES. Each policy of insurance required to be carried by Tenant hereunder shall (a) be issued by an insurer duly admitted and licensed in the State of California and rated not less than A- 9 by Best's Insurance Reports; (b) if a liability policy, show Landlord as an additional insured; (c) if a property policy, expressly waive all rights of the insurer against the Landlord Parties (as defined in Section 12.6 below) for any damage resulting from any of their negligent or other acts or omissions; and (d) contain a provision that, insofar as such policy relates to the Premises, it cannot be canceled or amended without at least thirty (30) days prior notice to Landlord. A certified copy or certificate of insurance with respect to all policies procured by Tenant in compliance with its obligations under this Article 12 shall be delivered to Landlord at least five (5) days prior to the Term Commencement Date and thereafter at least thirty (30) days prior to the expiration of any such policy. Section 12.5. MUTUAL WAIVER OF SUBROGATION. Notwithstanding anything in this Lease to the contrary: (a) Tenant hereby releases and relieves and waives its entire right of recovery against Landlord for loss or damage to the extent the same is either (1) required to be covered by Tenant's insurance under Section 12.1(c) above, or (2) actually covered by any property insurance carried by Tenant; and (b) Landlord hereby releases and relieves and waives its entire right of recovery against Tenant for loss or damage to the extent the same is either (1) required to be covered by Landlord's insurance under Section 12.3(a) above, or (2) actually covered by any property insurance carried by Landlord. Section 12.6. INDEMNITY. Tenant shall defend, indemnify and hold Landlord and its property managers, agents, trustees, shareholders, partners, members, managers, officers, directors, representatives, attorneys and employees, and each of Landlord's and their respective heirs, administrators, successors and assigns (each a “Landlord Party” and collectively, together with Landlord, the "Landlord Parties") harmless from and against any and all claims of third parties arising directly or indirectly from any use of or activity at or about the Premises made, permitted or suffered by Tenant or from any breach or Default on Tenant's part under this Lease, including, without limitation, any and all liability, loss, damage, claim, demand or expense (including actual expenses and reasonable attorneys' fees) for injury, loss, accident, or damage to any person or property and from any claims, actions, proceedings, expenses and costs in connection therewith (individually and collectively, "Claims"); however, the foregoing indemnity shall not apply to Claims arising solely from the negligent acts or willful misconduct of the Landlord Parties which Claims are both not required to be covered by Tenant's insurance under this Lease and not actually covered by any insurance carried by Tenant (losses which are the subject of any deductible being deemed covered by the applicable insurance for these purposes). Without limiting the generality of the foregoing, "Claims" shall include all costs (i) arising from or in connection with the use by Tenant of the Premises, or from anything whatsoever done by Tenant, or any of its employees, agents, licensees, authorized Assignees (as defined in Section 14.1 below), customers, guests, contractors and other invitees (collectively, together with Tenant, the "Tenant Parties"), in any part of the Premises, (ii) arising from the omission, fault, act, negligence, or other misconduct of any Tenant Parties or from any use made or thing done or occurring on, in or around the Premises, or (iii) resulting from the failure of Tenant to perform or discharge its covenants and obligations under this Lease. Tenant's obligations to reimburse any Claim incurred by Landlord shall be deemed Additional Rent due and payable with the next installment of Monthly Minimum Rent payable by Tenant. Section 12.7. EXEMPTION FROM LIABILITY. Except for losses caused solely by Landlord's negligent acts or willful misconduct which losses are both not required to be covered by Tenant's insurance under Section 12.1(c) above and not actually covered by any property insurance carried by Tenant (losses which are the subject of any deductible being deemed covered by the applicable insurance for these purposes), no Landlord Party shall be liable for, and Tenant hereby assumes as Tenant's sole risk, (i) any injury to any person in, on or about the Premises for any cause whatsoever, and (ii) any damage to, or injury of or loss related to the Premises, any business conducted at the Premises or any

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Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. On or before the effective date of any cancellation or termination, Tenant shall replace the applicable policy of insurance with another policy of insurance (and shall deliver to Landlord certificates of such insurance) in compliance with this paragraph.
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personal property, goods, wares, merchandise or any other property in, on or about the Premises arising from the malfunction of any Building Systems or other utility or equipment, installation or system in the Building or by the rupture, leakage or overflow of any plumbing or other pipes, or any other cause whatsoever, including, without limitation, breakage, bursting, overflowing or leaking of any water, sewer or steam pipes, any heating or plumbing fixtures, the roof, any electrical wires or fixtures. Accordingly, Tenant hereby releases the Landlord Parties, for itself and for all third parties that may claim through Tenant, from all liability whatsoever, including, without limitation, injury to Tenant's business or any loss of income therefrom, damage to merchandise or other property of Tenant or any other person and personal injury to any person, whether such damage or injury is caused by or results from any other tenant of the Building or from conditions arising upon the Premises or the Building and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Section 12.8. NO LIMITATION. Neither the issuance of any insurance policy nor the minimum limits specified in this Article 12 shall be deemed to limit or restrict in any way Tenant's liability arising under this Lease.

ARTICLE 13 - DAMAGE AND RESTORATION Section 13.1. RIGHT TO TERMINATE. (a) In the event any portion of the Premises or the Building is damaged by fire or any other casualty and either (1) the cost to repair and restore the Premises in excess of the insurance proceeds available to Landlord from Landlord's insurance (the "Uninsured Costs") exceeds five percent (5%) of the then full value replacement cost of the Premises (the "Replacement Value"), (2) the sum of the Uninsured Costs plus the cost to repair and restore the Premises up to the amount of insurance proceeds available to Landlord from Landlord's insurance it is required to carry hereunder (the "Insured Costs") exceeds twenty-five percent (25%) of the Replacement Value, (3) such damage occurs during the last two (2) years of the Term and the sum of the Uninsured Costs plus the Insured Costs exceeds five percent (5%) of the Replacement Value, or (4) the sum of all costs to repair and restore the Building exceeds ten percent (10%) of the then full value replacement cost of the Building, Landlord shall have the option, exercisable within ninety (90) days after such damage by notice to Tenant of such election, to terminate this Lease effective as of the date of such casualty. (b) In the event any portion of the Premises is damaged by fire or any other casualty and the time required to repair and restore the Premises exceeds twelve (12) months, Tenant shall have the option, exercisable within ninety (90) days after such damage by notice to Landlord of such election, to terminate this Lease effective as of the date of such casualty. In the event any portion of the Premises is damaged by fire or any other casualty during the last one (1) year of the Term and the time required to repair and restore the Premises exceeds ninety (90) days, Tenant shall have the option, exercisable within thirty (30) days after such damage by notice to Landlord of such election, to terminate this Lease effective as of the date of such casualty. Section 13.2. DUTY TO RESTORE. In the event any portion of the Premises or the Building are damaged by fire or any other casualty and this Lease is not terminated in accordance with Section 13.1 above, (a) this Lease shall remain in full force and effect, (b) Landlord shall promptly commence and diligently thereafter repair the damage to the Premises or the Building, and (c) Tenant shall promptly commence and diligently thereafter repair the Tenant's Installations in accordance with the terms and provisions of the Lease so that upon completion thereof Tenant shall have refixtured the Premises substantially to its condition prior to such damage or destruction and shall resume operation of its business therein. Section 13.3. TENANT'S WAIVER OF RIGHT TO TERMINATE. Except as otherwise specifically provided in this Lease, with respect to any damage or destruction of the Premises or the Building, Tenant hereby waives any rights it may have at law or in equity to terminate this Lease,

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including, without limitation, any rights it may have under the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code. Section 13.4. CONTINUED OPERATION BY TENANT. In the event any portion of the Project is damaged or destroyed and this Lease is not terminated in accordance with Section 13.1 above, (a) Tenant shall continue the operation of its business at the Premises to the fullest extent reasonably practicable from the standpoint of prudent business management and there shall be a proportionate abatement of Monthly Minimum Rent and Additional Rent to the extent to which such operations cannot continue; and (b) Tenant shall reasonably cooperate and coordinate with Landlord in the making of all repairs and restorations to the Project required under this Lease or deemed appropriate by Landlord. Except as may be expressly provided in this Article 13, Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises, the Building, Tenant's personal property or any inconvenience or annoyance occasioned by such damage or destruction.

ARTICLE 14 - ASSIGNMENT AND SUBLETTING Section 14.1. LANDLORD'S RIGHTS. (a) Tenant shall not, either voluntarily or by operation of law, assign, mortgage, sublet, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder, permit the Premises to be occupied by anyone other than Tenant or Tenant's employees, customers and guests or sublet all or any portion of the Premises (collectively, "Assignments" in favor of "Assignees") unless Tenant has first obtained the prior written consent of Landlord to such Assignment, which consent Landlord shall not unreasonably withhold. (b) Landlord and Tenant hereby acknowledge and agree that Landlord's disapproval of any Assignment will be deemed reasonable if based upon any reasonable factor including, without limitation, any or all of the following factors: (i) the proposed Assignee does not have a net worth comparable to or greater than Tenant's and all Guarantors' cumulative net worth on the Effective Date, as adjusted to account for inflation; (ii) the proposed Assignee does not have the financial capability to fulfill the obligations of the Tenant imposed by this Lease, (iii) the proposed Assignee does not have a business and moral reputation at least as favorable as that of Tenant as of the Effective Date; (iv) the proposed Assignee's use or occupancy of the Premises will violate Section 1.12 or any other provision of this Lease or any rights theretofore given to any other tenant of the Building; (v) the need for and nature of any alterations of the Premises by the proposed Assignee, (vi) the proposed Assignee poses a business or other economic risk which Landlord reasonably deems unacceptable, or (vii) Landlord reasonably determines that the Assignment would result in an increase in the Real Estate Taxes imposed on any portion of the Building, unless the proposed Assignee shall have agreed in writing with Landlord to pay any such increase in Real Estate Taxes. (c) If Tenant wishes to enter into an Assignment, Tenant shall notify Landlord in writing of it request for an Assignment, which notice shall include (1) the name of the proposed Assignee, (2) the nature of the proposed Assignee's business to be carried on in the Premises, (3) balance sheets, income statements and tax returns of the proposed subtenant or assignee for the past three (3) years, (4) a complete business biography and history of the proposed Assignee and its officers, partners and/or member/managers, if any, (5) the proposed sublease or assignment and all other contracts, instruments and agreements relating to the proposed Assignment, (6) all documents relating to the applicable conditions and factors set forth in Section 14.1(b) above, and (7) such other information as Landlord may reasonably request concerning the proposed Assignment. At any time within thirty (30) days after Landlord's receipt of such notice and information, Landlord shall have the right to terminate the Lease. (d) If Landlord consents to an Assignment, Tenant shall assign and pay to Landlord as Additional Rent hereunder fifty percent (50%) of the Transfer Consideration (as defined below) with respect to any Assignment. "Transfer Consideration" shall mean and include all consideration paid or given, directly or

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indirectly, by the sublessee or assignee to Tenant in exchange for entering into the Assignment other than reimbursement for any Security Deposit, reimbursement of the depreciated value of any improvements, fixtures or furnishings installed in the Premises by Tenant and payment for merchandise or inventory of Tenant not in excess of Tenant's cost thereof (and, if the Assignment is a sublease, all consideration paid or given, directly or indirectly, by the sublessee to Tenant over and above Monthly Minimum Rent and all Additional Rent payable by Tenant to Landlord hereunder allocable to the portion of the Premises subject to such sublease as determined by Landlord in any reasonable manner), less all Tenant's out of pocket expenses in making such Assignment, including, without limitation, brokerage and attorneys' fees, advertising expenses and tenant improvement allowances, incurred after Tenant formally lists the Premises for Assignment with a reputable licensed California broker. Transfer Consideration shall include consideration in any form, including money, property, assumption of liabilities and any other item or thing of value. Notwithstanding the form of the Transfer Consideration, Tenant shall pay fifty percent (50%) of the same to Landlord in cash in an amount equal to the sum of the cash portion of the Transfer Consideration plus the fair market value of any non-cash Transfer Consideration; provided, however, that Tenant may pay any Transfer Consideration which is payable in cash installments to Landlord as it receives each such installment. (e) Any approved Assignee shall assume in favor of Landlord all of the terms, covenants and provisions of this Lease. (f) Tenant shall reimburse Landlord for its reasonable actual costs, including appraisal fees, consultants and attorneys' fees incurred in connection with the processing and documentation of any requested Assignment and in all events not less than One Thousand Dollars ($1,000) for each such request. (g) Consent by Landlord to one or more Assignments shall in no event be deemed to be a consent to any subsequent Assignment. (h) Any Assignment in violation of this Lease shall be void and of no force or effect; provided, however, that Landlord shall have the option to ratify or approve such Assignment at any time thereafter, although the same shall continue to constitute a default under the terms of this Lease. The voluntary or other surrender or termination of this Lease by Tenant or Landlord shall, at the option of Landlord, terminate all or any existing Assignments or shall operate as an assignment to Landlord of all or any such Assignments. (i) Each of the following shall be deemed to be an Assignment hereunder: (1) A sale in bulk of forty percent (40%) or more of the assets of Tenant other than this Lease. (2) In the event Tenant is an entity, (i) an aggregate change in ownership since the Effective Date of twenty-five percent (25%) or more of the issued and outstanding voting capital stock of Tenant if the entity is a corporation, (ii) any change of the interest of any general partner if the entity is a partnership, or (iii) any aggregate change in ownership since the Effective Date of twenty-five percent (25%) or more of all interests of limited partners or members if the entity is a limited partnership or limited liability company. (3) Any holding, operation or management of the Premises or this Lease by any trustee in bankruptcy or by Tenant as a debtor-in-possession or in a similar capacity under any state or federal bankruptcy or debtor relief statute. Section 14.2. NO RELEASE OF TENANT. No Assignment shall (a) relieve Tenant of or release Tenant from any obligations to be performed by Tenant under this Lease, whether arising before or after the Assignment and regardless of any amendments or modifications to this Lease without notice thereof

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to a prior assignor, Tenant or anyone else liable under this Lease (including a subtenant) and without obtaining their consent, (b) alter the primary liability of Tenant for the payment of Monthly Minimum Rent, Additional Rent and other sums due Landlord hereunder or for the performance of any other obligations to be performed by Tenant under this Lease, or (c) relieve Tenant from the obligation to obtain Landlord's express written consent to any other Assignment.

ARTICLE 15 - EMINENT DOMAIN Section 15.1. RIGHT TO TERMINATE. In the event more than ten percent (10%) of the Premises or any material portion of the Building shall be the subject of any governmental taking under the power of eminent domain (including a sale by Landlord to any governmental body or any other person or entity either under the threat of condemnation by a governmental body having the power of eminent domain or while condemnation proceedings are pending) Landlord and Tenant shall each have the option, exercisable by notice to the other of such election within ninety (90) days after the date on which the condemning authority takes possession thereof, to terminate this Lease effective as of the date of such taking. Section 15.2. DUTY TO RESTORE. In the event any portion of the Premises or Building is the subject of any governmental taking under the power of eminent domain and this Lease is not terminated in accordance with Section 15.1 above, this Lease shall remain in full force and effect; provided, however, that from and after the date on which the condemning authority takes possession, (a) the "Premises" shall no longer include such taken portion, (b) the Monthly Minimum Rent shall be reduced in the same proportion which the Rentable Area of such taken portion bears to the Rentable Area of the Premises prior to such taking, (c) Landlord shall promptly commence and diligently thereafter repair any structural components of the exterior and bearing walls, roof and foundation slab of the Building with respect to the remaining portion of the Premises, and (d) Tenant shall promptly commence and diligently thereafter repair the Tenant's Installations with respect to the remaining portion of the Premises in accordance with the terms and provisions of the Lease. Section 15.3. AWARDS. Any award for any taking of any portion of the Premises under the power of eminent domain shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for taking of the fee, and Tenant hereby expressly assigns all of its right, title and interest in and to any such award to Landlord and, further, waives any claim or right it may have against Landlord for loss or diminution in value of any unexpired term of this Lease. Nothing contained herein, however, shall be deemed to preclude Tenant from obtaining, or to give Landlord any interest in, any award separately and specifically established by Tenant for relocation costs or for loss of or damage to Tenant's trade fixtures or removable personal property.

ARTICLE 16 - DEFAULTS; REMEDIES

Section 16.1. DEFAULTS. The occurrence of any one or more of the following events shall constitute a "Default" by Tenant: (a) Any vacating or abandonment of the Premises by Tenant or any other failure by Tenant after the Rent Commencement Date to conduct business at the Premises for any three (3) consecutive business days, without the intention to reoccupy the same or recommence the conduct of business at the Premises. (b) Any failure by Tenant to make any payment of Monthly Minimum Rent, Additional Rent or any other payment required hereunder as and when due (a "Monetary Default"). (c) The occurrence of any of the following events; provided, however, that if any provision of this Section 16.1(c) is contrary to any applicable law, such provision shall be of no force or effect, and shall not affect the validity of the remaining provisions of this Section 16.1(c): (i) Any assignment or arrangement made by Tenant for the benefit of creditors; (ii) Tenant's filing of any petition to be adjudged

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bankrupt or liquidated or reorganized under any bankruptcy or debtor relief statute or any filing by a third party of such a petition unless such third-party petition is dismissed within sixty (60) days of such filing; (iii) any filing of an action seeking to appoint a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease unless such action is dismissed within sixty (60) days of such filing; or (iv) any attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease. (d) Any submission to Landlord by Tenant of any financial or other statement hereunder or otherwise which is either materially false or fails to include information required to make it not misleading when given. (e) Except as expressly otherwise provided in this Lease, the failure by Tenant to provide Landlord with reasonable evidence of insurance or surety bond required under this Lease, or the failure of Tenant to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of seven (7) days following written notice thereof by or on behalf of Landlord to Tenant. (f) If the performance of Tenant's obligations under this Lease is guaranteed by a third party, then the occurrence of any of the following events followed by the failure by Tenant, within ten (10) days following written notice by or on behalf of Landlord to Tenant of any such event, to provide Landlord with written alternative guaranty, assurances or security which, when coupled with the then existing resources of Tenant, equals or exceeds the combined financial resources of Tenant and all Guarantors as of the Effective Date, as adjusted to account for inflation: (i) the death of a guarantor; (ii) the termination of a guarantor's liability with respect to this Lease other than in accordance with the terms of the applicable guaranty; (iii) a guarantor's becoming insolvent or the subject of a bankruptcy filing; (iv) a guarantor's refusal to honor a guaranty; or (v) a guarantor's breach of its guaranty obligation on an actual or anticipatory breach basis. (g) Any failure by Tenant to observe or perform any other covenant, condition or provision of this Lease where such failure shall continue for a period of fifteen (15) days following written notice thereof by or on behalf of Landlord to Tenant, unless more than fifteen (15) days are reasonably required to cure such failure and Tenant commences such cure within such fifteen (15) day period and thereafter diligently prosecutes the same to completion, but in all events not longer than for an additional period of forty-five (45) days. Section 16.2. REMEDIES. (a) In the event of any Default by Tenant, Landlord may exercise any one or more or all of the following remedies: (1) Terminate this Lease by notice to Tenant to that effect, in which event Landlord shall be entitled to re-enter the Premises immediately and take possession thereof and remove all persons and property therefrom and to recover from Tenant all damages incurred by Landlord as a result of such Default, including, without limitation, (i) the worth at the time of the award of any unpaid Monthly Minimum Rent and Additional Rent which had been earned at the time of such termination; plus (ii) the worth at the time of award of the amount by which the unpaid Monthly Minimum Rent and Additional Rent which would have been earned after such termination until the time of award exceeds the amount of rental loss that Tenant proves could have been reasonably avoided by Landlord during such period; plus, (iii) the worth at the time of award of the amount by which the unpaid Monthly Minimum Rent and Additional Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. As used in (i) and (ii) above, the "worth at the time of award" shall be computed by allowing interest at

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the rate specified in Section 16.2(a)(4) below. As used in (iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Costs and expenses to be included within (iv) above shall include but not be limited to (A) all expenses of recovering possession of the Premises, including attorneys' fees and costs as provided for in this Lease, (B) placing the Premises in good order and condition and altering, renovating or repairing the same for reletting, (C) the portion of any leasing commission paid by Landlord applicable to the unexpired term of this Lease, and (D) advertising costs, real estate commissions paid or payable and other expenses incurred with respect to reletting the Premises. (2) Continue this Lease in full force and effect as well as Tenant's right to possession (including after abandonment under California Civil Code Section 1951.4) after Tenant's Default and recover Monthly Minimum Rent and Additional Rent as the same become due, provided that Tenant shall continue to have the right to sublet or assign, subject only to reasonable limitations. In that connection, Tenant acknowledges that the limitations contained in Article 14 of this Lease apply thereto and Landlord and Tenant agree that the same are reasonable. Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver to protect the Landlord's interest under this Lease, shall not constitute a termination of the Tenant's right to possession. Accordingly, at Landlord's election, Landlord may cure a Default (other than a Monetary Default) to the extent determined necessary by Landlord in its sole discretion for the account and at the expense of Tenant, in which event all costs and expenses incurred by Landlord directly or indirectly arising out of such cure (including, without limitation, attorneys' fees and in all events an amount to cover Landlord's administrative and overhead expenses equal to fifteen percent (15%) of all other costs and expenses) shall be paid by Tenant to Landlord within five (5) days following written demand therefor by or on behalf of Landlord to Tenant (and Tenant's failure to timely pay the same shall itself constitute a Monetary Default hereunder). (3) In the event of a Monetary Default where such sum remains unpaid five (5) days after it was due, impose upon Tenant a late charge equal to the greater of (i) ten percent (10%) of such overdue sum plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay such sum when due, or (ii) Three Hundred Fifty Dollars ($350) plus, if Landlord has served Tenant with a notice to quit or pay rent as a result of such Default, an additional Six Hundred Fifty Dollars ($650). Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain, including, without limitation, processing and accounting charges and late charges which may be imposed upon Landlord by the terms of any mortgage or trust deed covering the Premises or the Building. Accordingly, the parties hereby agree that such late charges represent a fair and reasonable estimate of the costs that Landlord will incur by reason of such late payments. Notwithstanding and in addition to the foregoing, in the event any check of Tenant fails for any reason to clear its issuing bank, Tenant shall also pay a "bounced check" processing fee of Fifty Dollars ($50) for each such check to cover Landlord's costs and expenses in processing the same. (4) In the event of a Monetary Default, in addition to any late charges under Section 16.2(a)(3), charge interest on such unpaid sum from its due date at the lesser of ten percent (10%) per annum or the maximum rate then allowable by law to be contracted for between the parties for such purpose; provided, however, that interest shall not be payable on any late charges incurred by Tenant under Section 16.2(a)(3) above. (5) In the event of Tenant's third (3rd) Monetary Default during the Term, Landlord may, at its option, notify Tenant that notwithstanding Section 5.1 of this Lease and notwithstanding any subsequent cure of such Monetary Default, installments of Monthly Minimum Rent shall thereafter be due and payable quarterly in advance. (6) Exercise any other remedy or right now or hereafter available to a landlord against a defaulting tenant at law or in equity.

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(b) Upon and after any Default by Tenant, Landlord may, but shall be under no obligation to, use, apply or retain any part of any Security Deposit for the payment of any sum due to Landlord from Tenant as a result of such Default, including, without limitation, Landlord's damages arising therefrom. In such event, Landlord shall notify Tenant of the amount so used and Tenant shall, within five (5) business days thereafter, deposit cash with Landlord sufficient to bring the Security Deposit into compliance with this Lease at that time. (c) The receipt and acceptance by Landlord of any payment from Tenant or from any party to an Assignment shall in no event constitute a waiver of any Default by Tenant nor prevent Landlord from exercising any other right or remedy it may have with respect thereto; provided, however, that the receipt and acceptance by Landlord of payment in full of any Monetary Default accompanied by all late charges, interest and other payments related thereto prior to its exercise of the right to terminate this Lease under Section 16.2(a)(1) above shall constitute a satisfaction of such Monetary Default. No delay or omission in the exercise of any right or remedy available to Landlord upon any Default by Tenant under this Lease shall impair such right or remedy or be construed as a waiver of such or any other Default. (d) The various rights and remedies available to Landlord herein, at law or in equity shall be cumulative and, except as otherwise provided by applicable California law then in effect, Landlord may concurrently or otherwise pursue some or all of such rights and remedies for each Default by Tenant. (e) Landlord shall be under no obligation to observe or perform any covenant of this Lease which accrues after the date of any Default by Tenant. (f) In any action of unlawful detainer commenced by Landlord against Tenant by reason of any Default, the reasonable rental value of the Premises for the period of the unlawful detainer shall be deemed to be the sum of the Monthly Minimum Rent payable for such period plus the Additional Rent payable for such period or, if unavailable, the comparable period of the preceding year. (g) Tenant hereby waives any right of redemption or relief from forfeiture under any present or future law in the event Tenant is evicted or Landlord takes possession of the Premises by reason of any Default by Tenant. (h) In any action of unlawful detainer commenced by Landlord against Tenant by reason of any Default, the required period of notice to be given by Landlord to Tenant preceding the filing of such action shall be three (3) days or such lesser period as is allowed by law or such greater period if required by law and may be incorporated into any other notice period required or permitted hereunder to be given respecting such Default. If the notice and grace period provided for under any provision of Section 16.1 of this Lease was not previously given, a notice to pay rent or quit or a notice to perform or quit, as the case may be, given to Tenant under any statute authorizing the forfeiture of leases for unlawful detainer shall also constitute the applicable notice and grace period required by the applicable provision of Section 16.1. In such case, the applicable grace period under the applicable provision of Section 16.1 and under the applicable unlawful detainer statutes shall run concurrently with the one such statutory notice, and the failure of Tenant to cure the breach or default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Default of this Lease entitling Landlord to the remedies provided for in this Lease and/or by statute. Section 16.3. DEFAULT BY LANDLORD. Landlord shall not be deemed to be in default hereunder unless and until it has failed to observe or perform any covenant, condition or provision of this Lease and such failure has continued for a period of thirty (30) days after Tenant gives notice thereof to Landlord and to any lender who directly or through Landlord has requested copies of such notice; unless more than thirty (30) days are required to cure such failure and Landlord commences such cure within such thirty (30) day period and thereafter diligently prosecute the same to completion. This Lease may not be

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canceled or terminated by Tenant for any default by Landlord, but Tenant's sole remedy shall be to seek such damages as may be afforded by law. Section 16.4. EXPENSE OF LITIGATION. If either party incurs any expense, including attorneys' fees, court costs, fees charged by accountants, appraisers and other consultants or experts ("Litigation Expenses"), in connection with any action or proceeding instituted by either party by reason of any Default or alleged Default by the other, the party prevailing in such action or proceeding shall be entitled to recover such actual Litigation Expenses from the other.

ARTICLE 17 - PARKING Section 17.1. PARKING RULES. Tenant agrees to employ reasonable measures to assure that, except as otherwise expressly provided in Section 17.2 below, none of its employees, customers and invitees shall park any vehicle at the Project, and to employ reasonable measures to assure that its employees, customers and invitees permitted to park at the Project shall not park any vehicle either in violation of any provision of this Article 17 or of any reasonable non-discriminatory parking rules and regulations adopted by Landlord from time to time or in any stall designated for the exclusive use of any other person (collectively, the "Parking Rules"). Tenant agrees to assume responsibility for compliance by its employees, customers and invitees with all Parking Rules and for all losses and other damages caused by Tenant or Tenant's agents, servants, employees, contractors, visitors or licensees occurring during or relating to any use of the Building's parking facilities. In addition to all other remedies available to Landlord under this Lease, at law or in equity, in the event any of Tenant's employees park at the Project, Landlord may charge Tenant a "violation fee" therefor set by Landlord from time to time. Landlord's current violation fee is Fifty Dollars ($50) per automobile for each day or partial day each such vehicle is parked at the Project. Tenant hereby authorizes Landlord to tow away from the Project or attach violation stickers, devices or notices to any vehicle belonging to Tenant or its employees which is parked in violation of the Parking Rules. All costs of any such towing or violation device and all applicable violation fees shall be payable by Tenant immediately upon demand by Landlord and, at Landlord's option, such payment may be required prior to the release of the towed vehicle to its owner. All of the payments and charges provided in this Article 17 shall be collectable as Additional Rent under this Lease. Tenant agrees that in no event shall Landlord's towing of any vehicle belonging to Tenant or any of its employees, customers and invitees which is parked at the Project constitute a default under this Lease. Section 17.2. TENANT'S PARKING RIGHTS. (a) Commencing on the Term Commencement Date Tenant shall be entitled to lease two (2) reserved parking spaces in the Building's subterranean parking garage in that location shown as cross-hatched and labeled “1 and 2” on the Parking Plan set forth on Exhibit C hereto. Such parking spaces so leased shall be marked by Landlord to designate that they are reserved for Tenant's exclusive use. Notwithstanding the foregoing, Landlord reserves the right to re-assign the location of all of the reserved parking spaces at the Project, including Tenant's two (2) reserved parking spaces, in Landlord's sole and absolute discretion. Tenant acknowledges that one (1) of the two (2) parking spaces it is entitled to lease will not be available for lease or use by Tenant until November 16, 2013. (b) Tenant shall pay to Landlord a monthly charge for each reserved parking space referenced in subsection (a) above throughout the Term, which monthly charge shall be (i) the then current posted rental rate per parking space (as of the Effective Date, such rental rate is $150.00 per reserved parking space per month, or $300 per month for the two (2) reserved parking spaces), plus (ii) any surcharge, regulatory fee or parking tax imposed by any governmental authority with respect to the two (2) parking spaces being rented by Tenant. Tenant shall pay all such amounts to Landlord either in advance on the first day of each calendar month concurrently with its Monthly Minimum Rent or as otherwise billed from time to time by Landlord, as Additional Rent.

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(c) Landlord shall not be responsible for enforcing Tenant's right to use the two (2) parking spaces referred to in subsection (a) above nor shall Tenant have any right to impound, tow or impose any penalty on vehicles parked in such spaces. However, Landlord shall use commercially reasonable efforts to inform other tenants of the Project of Tenant's right to use the two (2) parking spaces referred to in subsection (a) above, assuming Tenant is actually leasing said spaces (but in no event shall Landlord have any obligation to tow or permit Tenant to tow any violator). (d) All parking privileges hereunder shall be personal to the Tenant as of the Effective Date and may not be assigned, sublet or allocated to any other person in any fashion except pursuant to a permitted Assignment under Article 14 above of all of Tenant's then remaining right, title and interest in and to this Lease.

ARTICLE 18 - STATEMENTS REQUIRED OF TENANT Section 18.1. ESTOPPEL CERTIFICATE. (a) Within ten (10) business days after either party's request at any time during the Term, the other shall execute, acknowledge (if requested) and deliver a statement in writing on a form provided by such requesting party (1) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), (2) setting forth the dates to which the Monthly Minimum Rent and all other Additional Rent is paid in advance, if any, and the amount of any Security Deposit then remaining to Tenant's benefit, (3) verifying the commencement and termination dates of this Lease, (4) acknowledging that there are not, to its knowledge, any uncured defaults on the part of such requesting party hereunder or specifying such defaults, if any, as are claimed to exist, and (5) containing such other information as may be reasonably requested to accurately describe this Lease. Such statement shall acknowledge that all matters set forth therein may be relied upon by any prospective purchaser or encumbrancer of the Premises or any part of the Building. (b) In the event either party fails to timely deliver such statement, it shall be conclusively deemed against it in favor of the requesting party and of any such prospective purchaser or encumbrancer that (1) this Lease as amended, if at all, is in full force and effect without modification, (2) there are no uncured defaults in the requesting party's performance hereunder, and (3) not more than one month's Monthly Minimum Rent has been paid in advance and no Security Deposit remains to the benefit of Tenant. Section 18.2. FINANCIAL STATEMENT. Tenant hereby certifies that all financial statements submitted to Landlord by Tenant and all Guarantors are accurate and complete in all material respects, and do not fail to include any information necessary to make them not materially misleading,. Within one hundred twenty (120) days after the first day of each calendar year, and within fifteen (15) days after request from Landlord in connection with either a proposed sale or refinancing of the Project or a request by an existing lender with respect to the Project, Tenant shall submit to Landlord its and all Guarantors' current financial statements, prepared in accordance with generally accepted accounting principles, and certify all of the same to be then accurate and complete in all material respects, and to not fail to include any information necessary to make them not materially misleading. Section 18.3. SUBORDINATION, NONDISTURBANCE AND ATTORNMENT. (a) This Lease is and shall be subject and subordinate to (1) all ground or underlying leases, mortgages and deeds of trust existing as of the Effective Date which affect the Premises, all renewals, consolidations and extensions thereof and all modifications thereof, (2) without the necessity of executing any instrument to effectuate such subordination, all ground or underlying leases, mortgages and deeds of trust which may thereafter affect the Premises (except to the extent the lessor or lender thereunder shall elect otherwise by written notice to Tenant to such effect), all renewals, consolidations and extensions thereof and all modifications thereof, (3) all easements, agreements, covenants and conditions and other

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matters of record which affect the Premises (collectively "Grants") as of the Effective Date, and (4) provided that Tenant's rights to the use of the Premises are not materially adversely affected, all new Grants and all modifications, renewals, consolidations and extensions of existing Grants. In the event any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination of this Lease to any such ground or underlying lease or lien, attorn to and become the tenant of the successor in interest to Landlord; provided, however, that such successor in interest may reject such attornment in its sole and absolute discretion. Notwithstanding the foregoing, within five (5) days after notice from Landlord, Tenant shall execute, acknowledge (if requested) and deliver to Landlord any and all instruments so requested evidencing any such subordination and attornment. In the event Tenant fails to timely deliver any such instrument, Landlord is hereby irrevocably appointed and authorized as agent and attorney in fact of Tenant to execute and deliver the same. Landlord or any lender whose loan (including any and all advances, renewals, modifications, replacements and extensions made in connection with such loan) is secured by all or any portion of the Building, including, without limitation, the Premises (a "Lien"), may at any time elect to have this Lease be superior to any such Lien by either giving written notice of such election to tenant or recording such election in the office of the county recorder in which the Lien is recorded; and thereafter this Lease shall be deemed prior to any such Lien notwithstanding the date on which the Lien is recorded and without the necessity of the execution and delivery of any further instruments or documents on the part of Tenant to effect the subordination of the Lien to this Lease. (b) This Lease shall not become subject or subordinate to any Lien not existing as of the Effective Date unless and until the holder of such Lien shall have executed, acknowledged and delivered to Tenant a commercially reasonable Subordination and Non-Disturbance Agreement pursuant to which such holder on behalf of itself and its successors and assigns, including any purchaser under foreclosure proceedings or grantee under a deed in lieu of foreclosure, agrees to recognize Tenant's interest in this Lease and permit Tenant to remain in quiet possession of the Premises for the balance of the Term so long as Tenant shall pay the Monthly Minimum Rent, Additional Rent and other charges, and otherwise keep, observe and perform all of its other obligations, under this Lease.

ARTICLE 19 - BROKERS

In connection with the transaction contemplated by this Lease, Landlord has agreed to pay a brokerage commission only to MPC as described in Section 1.15 above. Each party shall indemnify and hold the other harmless from and against any and all damages, liabilities, costs, expenses and losses (including, without limitation, actual attorneys' fees and costs) which the other party may sustain or incur by reason of any claim for a broker's fee, finder's fee, commission or similar compensation arising through the actions of the indemnifying party other than claims made by the Broker.

ARTICLE 20 - SIGNAGE

(a) Tenant shall not have the right, without Landlord's prior written consent in its sole and absolute discretion to place, construct or maintain any signs, advertisements, names, insignia, trademarks, descriptive materials or any other similar item (1) on the glass panes or supports of the windows of the Premises, (2) on the exterior face of the doors to the Premises, (3) on or in any part of the Common Areas, (4) on the exterior or roof of the Building, or (5) within any portion of the Premises where the placement thereof would be visible from the exterior of the Building. However, Tenant shall have the right, subject to Landlord's prior written consent as to size, type, color, location, copy, nature and display qualities, such consent not to be unreasonably withheld, and in accordance with all Legal Requirements, to place appropriate identity plaques with its business name and logo (i) on the ground floor adjacent to the elevator, (ii) in the center glass pane at the entrance of the Building, and (iii) on or adjacent to the entrance door to the Premises. Landlord may, at Tenant's sole expense, remove any sign or other item described above which has been placed, constructed or maintained by Tenant or those holding through or under Tenant which does not comply with the provisions of this Article 20. Tenant shall not, without

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Landlord's prior written consent, install or affix any exterior lighting or lighting fixtures, shades, awnings or exterior decorations (including exterior painting) or use or permit the use of any loudspeakers, mechanical or moving display devices, unusually bright or flashing lights or similar devices which may be seen or heard outside the Premises. Tenant shall at all times maintain any approved signs in a neat, clean and orderly fashion. Upon conclusion of the Term, Tenant shall, at its sole cost, remove all signage and other items described in this Article 20 from the Premises and repair all damage, and restore all discoloration, caused by the installation, maintenance and removal thereof. (b) Anything to the contrary herein notwithstanding, Tenant shall not place, construct or maintain any signs on or about the Premises, unless such signs or other items comply with all applicable Legal Requirements. Landlord makes no warranty or representation with respect to Tenant's ability to obtain any such required approval.

ARTICLE 21 - MISCELLANEOUS Section 21.1. RESERVED RIGHTS OF ACCESS. Landlord and its agents and representatives shall have free access to the Premises at all times for any reasonable purpose, including, without limitation, to examine the same to ascertain their condition, to post notices of non-responsibility, to make repairs or installations which Landlord may be required or permitted to make under this Lease and to exhibit the same to prospective purchasers, encumbrancers or tenants. In the event Tenant changes or adds any lock to any door providing access to the Premises, Tenant shall immediately provide Landlord with keys to such doors in order to preserve such right of access. Tenant agrees that Landlord shall have no liability to Tenant for any exercise of its rights of access to the Premises hereunder, at law or in equity so long as such access is conducted in accordance with the foregoing standards. Section 21.2. GUARANTORS. All Guarantors of this Lease named in Section 1.14 above shall have the same obligations as Tenant under this Lease, jointly and severally with all other Guarantors, and concurrent with Tenant's execution of this Lease Guarantors shall execute a Guaranty of Lease in form satisfactory to Landlord. Section 21.3. QUIET POSSESSION. Upon Tenant's timely paying the Monthly Minimum Rent and all Additional Rent due and observing and performing all of the covenants, conditions and obligations on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the Term subject to the provisions hereof. Section 21.4. DUE AUTHORIZATION. Each individual executing this Lease directly or indirectly on behalf of either party (a "Constituent Party") hereby represents and warrants to the other that all Constituent Parties acting together have full power and authority to execute this Lease on behalf of such party and that such execution is binding upon it. Each Constituent Party further represents and warrants to such other party that it may, without further or independent inquiry, assume and rely at all times prior to receipt of notice from its party to the contrary that all Constituent Parties acting together shall continue to have full power and authority to bind its party by their acts and deeds. Section 21.5. SECURITY MEASURES. Tenant hereby acknowledges that the rental payable to Landlord hereunder does not include the cost of guard service or other security measures and that Landlord shall have no obligation whatsoever to provide the same. Tenant assumes all responsibility for the security protection of Tenant, its agents, employees and invitees and its property from the acts of third parties other than by reason of Landlord's negligence or intentional acts or omissions. Section 21.6. RESERVATION OF RIGHTS. Landlord hereby expressly reserves to itself all rights it may from time to time have in and with respect to the Premises to the fullest extent which the same are not inconsistent with or precluded by Tenant's leasehold interest therein as specifically delineated in this Lease.

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Section 21.7. JOINT OBLIGATIONS. If more than one person executes this Lease as Tenant, (1) each of them is jointly and severally liable for the keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant, and (2) the term "Tenant" as used in this Lease shall mean and include each of them jointly and severally. The act of or notice from, or notice or refund to, or the signature of any one or more of them, with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, expiration, termination or modification of this Lease, shall be binding upon each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so acted or given such notice or refund or so signed. Section 21.8. NO COUNTERCLAIMS. Tenant hereby waives its right to plead any noncompulsory counterclaim or offset (but not defense) in any action or proceeding brought by Landlord against Tenant for any Default; provided, however, that such waiver shall not be construed to extend to Tenant's right to assert any such claim in any separate action brought by Tenant. Section 21.9. BANKRUPTCY. Landlord and Tenant acknowledge that a trustee or debtor in possession under the Bankruptcy Code of the United States may have certain rights to assume or assign this Lease contrary to the provisions of Article 14 above and that, in such event, Landlord may be entitled under the Bankruptcy Code to "adequate assurances" of future performance of the terms and provisions of this Lease. For purposes of any such assumption or assignment in bankruptcy, inasmuch as the financial condition and resources of Tenant and the Guarantor were a material inducement to Landlord in entering into this Lease, Landlord and Tenant hereby agree that such "adequate assurance" shall in all events include proof, in form satisfactory to Landlord, that any proposed assignee has a net worth at least as great as the combined net worth of Tenant and all Guarantors on the Effective Date, as adjusted to account for inflation. Section 21.10. TRANSFER OF LANDLORD'S INTEREST. Upon the sale or other transfer of Landlord's interest in the Building, other than a transfer for security purposes only, Landlord shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer and shall not be liable for the return of any Security Deposit paid by Tenant to the extent that such Security Deposit has been paid or credited to the transferee. Section 21.11. SEPARABILITY. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such remaining provisions shall remain in full force and effect. Section 21.12. TIME OF ESSENCE. Time shall be of the essence of every provision of this Lease in which time of performance is a factor. Section 21.13. HEADINGS; CONSTRUCTION. The article and paragraph captions and the placement of particular provisions under certain articles or sections contained in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provisions hereof. It is the express intent of the parties that the language in all parts of this Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant and that in no event shall any weight be given to the failure to appear in the executed Lease of any provision appearing in any draft thereof, or such failure otherwise used to explain or interpret any part of such executed Lease. Section 21.14. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned herein and supersedes all prior and contemporaneous agreements or understandings not otherwise set forth in this Lease pertaining to any such matter. No provision of this Lease may be amended or modified except by an agreement in writing executed by the party sought to be bound thereby.

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Section 21.15. NOTICES. Any notice, approval or demand required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by a nationally recognized private courier company or by United States mail, registered or certified, postage prepaid, return receipt requested. Notices to Landlord shall be delivered to the address set forth in Section 1.2 above or to an address otherwise specified by notice previously given by Landlord. Notices to Tenant shall be delivered to the address shown in Section 1.3 above; provided, however, that any notice required by law to be given by Landlord to Tenant as a condition to the filing of an action alleging an unlawful detainer of the Premises, including, without limitation, any notice to pay rent or quit or notice to perform or quit, as the case may be, under Section 1161(2) or (3) of the California Code of Civil Procedure, and any service of process made by Landlord in connection with any action arising out of or related to this Lease or the Premises may be made in any manner permitted by applicable law. Any such notice shall be deemed effectively given upon delivery or upon the addressee's refusal to accept delivery as indicated by the person attempting such personal delivery, by such return receipt or by similar advice from such courier company, as the case may be. Section 21.16. WAIVERS. No waiver of any provision of this Lease shall be effective unless in writing and no such waiver shall be deemed to be a waiver of any other provision hereof or of any subsequent breach of the same or any other provision. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. Section 21.17. NO PARTNERSHIP. Landlord shall not in any way or for any purpose be deemed a partner, joint venturer or member of any joint enterprise with Tenant. Section 21.18. SUCCESSORS IN INTEREST. Subject to the provisions hereof restricting Assignments, this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators and assigns. Section 21.19. CALIFORNIA LAW; VENUE. This Lease shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of California applicable to agreements made and to be performed in such state. Each party hereto (which includes any assignee, successor, heir or personal representative of a party) waives any objection to venue in Los Angeles County, California and agrees and consents to personal jurisdiction of the courts of the state of California in any action or proceeding or counterclaim brought by any party hereto against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, any claim of injury or damage or the enforcement of any remedy under any statute, emergency or otherwise, whether any of the foregoing is based on this Lease or on tort law. Section 21.20. FINANCING. Tenant acknowledges and agrees that Landlord may, from time to time, obtain financing with respect to the Building and Project and that in connection therewith Landlord may submit this Lease to a lender for review and approval. In the event any such lender requests that this Lease be amended or modified effective as of the date of funding of such financing and such amendment does not (i) modify the Term, the size or location of the Premises or the amount of Monthly Minimum Rent or Additional Rent, (ii) materially increase Tenant's obligations hereunder, or (iii) restrict Tenant's ability to access or use the Premises for the Permitted Use, then Tenant agrees to immediately execute the same. Furthermore, Tenant agrees to fully and timely comply with all reasonable requirements and terms of any loan document or escrow agreement pursuant to which any lender may place conditions applicable to Tenant on disbursement of condemnation awards, insurance proceeds, tenant improvement funds, leasing commissions or other monies related to the Project. Section 21.21. LIMITATION OF LANDLORD'S LIABILITY. Anything in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to the interest of Landlord in the Premises for the satisfaction or collection of any judgment against Landlord and no other assets of the Landlord

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shall be subject to levy, execution or any other procedure in connection with the exercise of Tenant's remedies. Section 21.22. PARTNER EXCULPATION. In no event shall any assets of any of Landlord's trustees, shareholders, partners, members, managers, directors, officers, employees, agents, attorneys or contractors be liable for Landlord's obligations hereunder. Section 21.23. ATTACHMENTS. All exhibits attached hereto are hereby incorporated herein and by this reference made a part of this Lease. Section 21.24. HOLDING OVER. In the event Tenant remains in possession of any part of the Premises after the expiration of the Term without the express written consent of Landlord, such occupancy shall not be deemed a renewal or extension of this Lease for any term whatsoever nor a month to month tenancy; provided, however, that in the event Tenant so remains at the Premises, Tenant agrees to abide by all the terms, covenants and conditions of this Lease except that the Monthly Minimum Rent shall be an amount equal to one hundred fifty percent (150%) of the Monthly Minimum Rent applicable to the last month of the Term. In the event Tenant fails to surrender the Premises upon the expiration of the Term, Tenant shall indemnify and hold Landlord harmless from and against all loss or liability from such failure, including, without limitation, any claims made by any succeeding tenant with respect to the Premises. Section 21.25. SURRENDER OF PREMISES AT TERMINATION. (a) Upon the conclusion of the Term, Tenant shall surrender the Premises to Landlord in the same condition as existing on the Term Commencement Date, broom clean, reasonable wear and tear excepted. Provided that Tenant is not in Default, Tenant shall remove at its sole cost all trade fixtures, equipment, merchandise and other personal property of Tenant which are capable of removal without material damage to the Premises and Tenant shall prior to the expiration of the Term remove any Installations that Landlord so requires (collectively, the "Tenant Property"). Upon such removal, Tenant shall restore the Premises to their condition as of the Term Commencement Date, reasonable wear and tear excepted. (b) In the event the removal of the Tenant Property results in any damage to any part of the Building other than the Premises, Tenant shall at Landlord's option either immediately repair the same or pay to Landlord the cost of repairing the same plus the amount of all other damage to Landlord proximately caused by such damage. (c) In the event Tenant fails to remove the Tenant Property prior to the expiration of the Term or is otherwise in Default upon such expiration, Tenant shall not remove the Tenant Property except to the extent specifically required by Landlord to do so, and title to all Tenant Property remaining at the Premises as of such expiration shall immediately vest in Landlord without the execution of further documents of sale or conveyance by Tenant. Thereafter, Landlord shall have the right to take exclusive possession as owner of the Tenant Property or to remove any item thereof and dispose of it in any manner, in which event Landlord's actual expense of such removal and disposition shall constitute damages under Section 16.2(a)(1)(iv) above. (d) Tenant hereby grants Landlord a security interest in all items of the Tenant Property to secure full performance by Tenant of all of its obligations under this Lease; provided, however, that so long as Tenant is not in Default it may sell or replace all such items free of this security interest (which security interest shall then apply to any replacement or newly acquired items). This security interest shall be deemed perfected by possession on the first date that any item of the Tenant Property is located on the Premises. Within ten (10) business days after request therefor from Tenant, provided Tenant is not in Default, Landlord shall enter into an agreement in form and substance satisfactory to Landlord with any supplier, lessor or lender with respect to any item of the Tenant Property pursuant to which Landlord shall waive any security interest it may have or acquire with respect to that item and such supplier, lessor or

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lender shall agree to remove such item from the Premises and repair all damage to the Premises and the Building caused by such removal within five (5) days after expiration of the Term or otherwise waive all rights it may have to such item. Section 21.26. FORCE MAJEURE. If either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any work or act required under this Lease, other than the payment of a monetary sum including, without limitation, Monthly Minimum Rent and Additional Rent, by reason of (i) actual delay or failure to perform attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, act of a public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of extraordinary regulation or order of any government or regulatory body, or failure of power, (ii) delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause of a similar nature and magnitude beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives, or (iii) other reasons of a like nature not the fault of, or under the control of, the party delayed in performing such work or doing such acts required under the terms, covenants, conditions and provisions of this Lease (any such hindering events being sometimes referred to herein as "force majeure"), then performance of such work or act (other than the payment when due of any monetary amount) shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Section 21.27. NONDISCLOSURE OF LEASE TERMS. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord. Disclosure of the terms could adversely affect the ability of Landlord to negotiate other leases and impair Landlord's relationship with other tenants. Accordingly, Tenant agrees that it, and its members, partners, officers, directors, employees, agents and attorneys, shall not intentionally and voluntarily disclose the terms and conditions of this Lease to any newspaper or other publication, to any other tenant or apparent prospective tenant of the Project or to any real estate agent, either directly or indirectly, without the prior written consent of Landlord, provided, however, that Tenant may disclose the terms to prospective Assignees under this Lease and to such real estate agents assisting Tenant in any proposed Assignment. Section 21.28. LEASE EFFECTIVE WHEN SIGNED BY LANDLORD. THIS LEASE SHALL NOT BECOME EFFECTIVE UNTIL EXECUTED BY LANDLORD AND DELIVERED TO TENANT. THE SUBMISSION OF THIS FORM OF LEASE TO TENANT BY LANDLORD, OR LANDLORD'S AGENT, DOES NOT CONSTITUTE AN OFFER TO LEASE. NO EMPLOYEE OR AGENT OF LANDLORD OR ANY PERSON WITH WHOM TENANT MAY HAVE NEGOTIATED THIS LEASE HAS ANY AUTHORITY TO MODIFY THE TERMS HEREOF OR TO MAKE ANY AGREEMENTS, REPRESENTATIONS, OR PROMISES UNLESS THE SAME ARE CONTAINED HEREIN OR ADDED HERETO IN WRITING.

[signatures appear on following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the date first above written. LANDLORD: 1207 FOURTH STREET PARTNERS, L.P., a California limited partnership By: ________________________ Johannes Van Tilburg, General Partner TENANT: MESQUITE PRODUCTIONS, INC., a California corporation By: __________________________ Print Name: ____________________ Print Title: ______________________ By: __________________________ Print Name: ____________________

Print Title: __________________

Exhibit "A"

EXHIBIT A

LEGAL DESCRIPTION THE FOLLOWING DESCRIBED REAL PROPERTY IS IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA: THE SOUTHEASTERLY 50 FEET OF LOTS W, X AND Z, BLOCK 120, TOWN OF SANTA MONICA TRACT, IN THE CITY OF SANTA MONICA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39 PAGE(S) 45 TO 51 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit "A"

EXHIBIT B

FLOOR PLAN

See attached

Exhibit "B"

EXHIBIT C

PARKING PLAN

See attached

Exhibit "C"

TABLE OF CONTENTS

(i)

ARTICLE 1 - LEASE SUMMARY PROVISIONS.............................................................................................1 

Section 1.1.  EFFECTIVE DATE.........................................................................................................1 

Section 1.2.  LANDLORD....................................................................................................................1 

Section 1.3.  TENANT..........................................................................................................................1 

Section 1.4.  TENANT TRADE NAME ..............................................................................................1 

Section 1.5.  PREMISES ......................................................................................................................1 

Section 1.6.  TERM COMMENCEMENT DATE ...............................................................................1 

Section 1.7.  RENT COMMENCEMENT DATE................................................................................1 

Section 1.8.  EXPIRATION DATE......................................................................................................1 

Section 1.9.  MONTHLY MINIMUM RENT......................................................................................1 

Section 1.10.  RENT ADJUSTMENTS...................................................................................................1 

Section 1.11.  INITIAL SECURITY DEPOSIT......................................................................................1 

Section 1.12.  PERMITTED USE............................................................................................................1 

Section 1.13.  RENTABLE AREA OF PREMISES................................................................................2 

Section 1.14.  GUARANTORS ...............................................................................................................2 

Section 1.15.  BROKERS ........................................................................................................................2 

Section 1.16.  ADDENDUM ATTACHED.............................................................................................2 

Section 1.17.  OPTION TO EXTEND.....................................................................................................2 

ARTICLE 2 - DATE OF LEASE .........................................................................................................................2 

ARTICLE 3 - PREMISES AND CONDITION THEREOF ................................................................................2 

Section 3.1.  PREMISES .......................................................................................................................2 

Section 3.2.  CONDITION OF THE PREMISES .................................................................................2 

ARTICLE 4 - TERM ............................................................................................................................................3 

Section 4.1.  TERM DATES..................................................................................................................3 

(ii)

Section 4.2.  COMMENCEMENT DATE OF PAYMENT OBLIGATIONS ......................................3 

ARTICLE 5 - RENT, SECURITY DEPOSIT AND ADDITIONAL RENT.......................................................3 

Section 5.1.  MONTHLY MINIMUM RENT.......................................................................................3 

Section 5.2.  SECURITY DEPOSIT......................................................................................................3 

Section 5.3.  ADDITIONAL RENT ......................................................................................................3 

ARTICLE 6 - COMMON AREA AND RULES..................................................................................................4 

Section 6.1.  DEFINITION....................................................................................................................4 

Section 6.2.  USE OF COMMON AREAS ...........................................................................................4 

Section 6.3.  OPERATION AND MAINTENANCE BY LANDLORD ..............................................4 

ARTICLE 7 - TAXES ..........................................................................................................................................4 

Section 7.1.  REAL ESTATE TAXES ..................................................................................................4 

Section 7.2.  TAXES AND ASSESSMENTS ON RENTALS OR BASED UPON SQUARE FOOTAGE........................................................................................................................5 

Section 7.3.  PERSONAL PROPERTY TAXES...................................................................................5 

ARTICLE 8 - UTILITY SERVICE......................................................................................................................5 

Section 8.1.  UTILITY CHARGES .......................................................................................................5 

Section 8.2.  INTERRUPTION OF SERVICES ...................................................................................5 

ARTICLE 9 - CONDUCT OF BUSINESS BY TENANT ..................................................................................6 

Section 9.1.  USE OF PREMISES.........................................................................................................6 

Section 9.2.  RESTRICTIONS ON USE...............................................................................................6 

ARTICLE 10 - WASTE MATERIALS................................................................................................................7 

Section 10.1.  HAZARDOUS MATERIALS..........................................................................................7 

Section 10.2.  WASTE MANAGEMENT REQUIREMENTS...............................................................9 

ARTICLE 11 - MAINTENANCE, REPAIRS AND ALTERATIONS ...............................................................9 

Section 11.1.  SANITATION ..................................................................................................................9 

Section 11.2.  MAINTENANCE AND REPAIRS BY TENANT...........................................................9 

(iii)

Section 11.3.  ALTERATIONS AND ADDITIONS.............................................................................10 

ARTICLE 12 - TENANT'S INSURANCE AND INDEMNITIES ....................................................................12 

Section 12.1.  TENANT'S REQUIRED INSURANCE ........................................................................12 

Section 12.2.  EFFECT ON LANDLORD'S INSURANCE .................................................................12 

Section 12.3.  LANDLORD'S REQUIRED INSURANCE ..................................................................12 

Section 12.4.  POLICIES.......................................................................................................................13 

Section 12.5.  MUTUAL WAIVER OF SUBROGATION...................................................................13 

Section 12.6.  INDEMNITY..................................................................................................................13 

Section 12.7.  EXEMPTION FROM LIABILITY ................................................................................13 

Section 12.8.  NO LIMITATION ..........................................................................................................14 

ARTICLE 13 - DAMAGE AND RESTORATION ...........................................................................................14 

Section 13.1.  RIGHT TO TERMINATE..............................................................................................14 

Section 13.2.  DUTY TO RESTORE ....................................................................................................14 

Section 13.3.   TENANT'S WAIVER OF RIGHT TO TERMINATE...................................................14 

Section 13.4.  CONTINUED OPERATION BY TENANT..................................................................15 

ARTICLE 14 - ASSIGNMENT AND SUBLETTING ......................................................................................15 

Section 14.1.  LANDLORD'S RIGHTS ................................................................................................15 

Section 14.2.  NO RELEASE OF TENANT .........................................................................................16 

ARTICLE 15 - EMINENT DOMAIN................................................................................................................17 

Section 15.1.  RIGHT TO TERMINATE..............................................................................................17 

Section 15.2.  DUTY TO RESTORE ....................................................................................................17 

Section 15.3.  AWARDS .......................................................................................................................17 

ARTICLE 16 - DEFAULTS...............................................................................................................................17 

Section 16.1.  DEFAULTS ....................................................................................................................17 

Section 16.2.  REMEDIES.....................................................................................................................18 

Section 16.3.  DEFAULT BY LANDLORD.........................................................................................20 

(iv)

Section 16.4.  EXPENSE OF LITIGATION.........................................................................................21 

ARTICLE 17 - PARKING..................................................................................................................................21 

Section 17.1.  PARKING RULES .........................................................................................................21 

Section 17.2.  TENANT'S PARKING RIGHTS ...................................................................................21 

ARTICLE 18 - STATEMENTS REQUIRED OF TENANT.............................................................................22 

Section 18.1.  ESTOPPEL CERTIFICATE...........................................................................................22 

Section 18.2.  FINANCIAL STATEMENT ..........................................................................................22 

Section 18.3.  SUBORDINATION, NONDISTURBANCE AND ATTORNMENT...........................22 

ARTICLE 19 - BROKERS.................................................................................................................................23 

ARTICLE 20 - SIGNAGE..................................................................................................................................23 

ARTICLE 21 - MISCELLANEOUS..................................................................................................................24 

Section 21.1.  RESERVED RIGHTS OF ACCESS ..............................................................................24 

Section 21.2.  GUARANTORS .............................................................................................................24 

Section 21.3.  QUIET POSSESSION....................................................................................................24 

Section 21.4.  DUE AUTHORIZATION ..............................................................................................24 

Section 21.5.  SECURITY MEASURES...............................................................................................24 

Section 21.6.  RESERVATION OF RIGHTS .......................................................................................24 

Section 21.7.  JOINT OBLIGATIONS..................................................................................................25 

Section 21.8.  NO COUNTERCLAIMS................................................................................................25 

Section 21.9.  BANKRUPTCY .............................................................................................................25 

Section 21.10. TRANSFER OF LANDLORD'S INTEREST ................................................................25 

Section 21.11. SEPARABILITY ............................................................................................................25 

Section 21.12. TIME OF ESSENCE ......................................................................................................25 

Section 21.13.  HEADINGS; CONSTRUCTION ..................................................................................25 

Section 21.14. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS...........................25 

Section 21.15. NOTICES........................................................................................................................26 

(v)

Section 21.16. WAIVERS ......................................................................................................................26 

Section 21.17. NO PARTNERSHIP.......................................................................................................26 

Section 21.18. SUCCESSORS IN INTEREST ......................................................................................26 

Section 21.19. CALIFORNIA LAW; VENUE.......................................................................................26 

Section 21.20. FINANCING...................................................................................................................26 

Section 21.21. LIMITATION OF LANDLORD'S LIABILITY ............................................................26 

Section 21.22. PARTNER EXCULPATION .........................................................................................27 

Section 21.23. ATTACHMENTS...........................................................................................................27 

Section 21.24. HOLDING OVER ..........................................................................................................27 

Section 21.25. SURRENDER OF PREMISES AT TERMINATION ...................................................27 

Section 21.26. FORCE MAJEURE ........................................................................................................28 

Section 21.27. NONDISCLOSURE OF LEASE TERMS .....................................................................28 

Section 21.28. LEASE EFFECTIVE WHEN SIGNED BY LANDLORD............................................28 

(vi)

EXHIBITS ATTACHED: LEGAL DESCRIPTION....................................................................................EXHIBIT "A" FLOOR PLAN .................................................................................................... EXHIBIT "B" PARKING PLAN................................................................................................EXHIBIT "C"

LEASE BY AND BETWEEN 1207 FOURTH STREET PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP, AS LANDLORD, AND MESQUITE PRODUCTIONS, INC., A CALIFORNIA CORPORATION, AS TENANT

OCTOBER 31, 2013