Ninth Amendment to the Lease, dated November 12, 2020, by and between the Company and Monte Villa Farms LLC

1.

Extension of Lease Term; Basic Annual Rent. The Term of the Lease is hereby extended until July 31, 2031 (such extension period being the “Ninth Amendment Renewal Term”). Tenant shall continue paying Basic Annual Rent in accordance with the terms of the Lease through July 31, 2021. Commencing on August 1, 2021, Tenant shall pay Basic Annual Rent in the amount of $26.00 per rentable square foot of the Premises per year, payable in equal monthly installments, increasing by 3% on August 1, 2022 and each anniversary of such date thereafter.

2.

Extension Option. Section 35 of the Lease is hereby amended and restated in its entirety as follows:

3.

Tenant Improvement Allowance. Tenant shall have the right to construct fixed and permanent improvements in the Premises pursuant to plans approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (the “Tenant Improvements”), including, without limitation, with respect to HVAC components connecting to the cleanroom in the Premises, in accordance with the terms of the Lease including, without limitation, Section 9 thereof. So long as no Event of Default has occurred and remains uncured, Landlord will pay Tenant for Tenant’s documented costs and expenses incurred in connection with Tenant’s design, permitting and construction of the Tenant Improvements, not to exceed in the aggregate $2,568,480.00 (the “TI Allowance”). Tenant may apply for payments of the TI Allowance on a monthly draw basis. Each application for a payment out of the TI Allowance shall be accompanied by reasonable documentation that the application portion of the Tenant Improvements has been completed and shall include commercially reasonable, conditional lien releases. Landlord will pay the requested portion of the TI Allowance to Tenant (not to exceed $2,568,480.00) within thirty (30) days of receipt of invoice from Tenant. If Landlord both fails to timely pay any properly requested portion of the TI Allowance and fails to dispute all or any portion of the applicable disbursement request from Tenant, then Tenant may offset any undisputed portion of such amount against next owing installments of Rent. Tenant shall be responsible for any cost of the Tenant Improvements that exceeds the TI Allowance. Upon completion of the Tenant Improvements, Tenant shall provide Landlord as applicable with “as built” plans for the same. Upon the expiration of the Term or earlier termination of the Lease, the Tenant Improvements shall be and remain the property of Landlord and Tenant shall not remove same. Any portion of the TI Allowance which has not been properly requested by Tenant from Landlord on or before the date which is 36 months after the date on which this Amendment has been executed by Tenant shall be forfeited and shall not be available for use by Tenant.

4.

Signage. Tenant shall have the non-exclusive right to display, at Tenant’s cost and expense, a sign bearing Tenant’s name and/or logo on the exterior of the building located at 3301 Monte Villa Parkway in a prominent location reasonably designated by Landlord (“Tenant’s Building Sign”). Notwithstanding the foregoing, Tenant acknowledges and agrees that Tenant’s Building Sign including, without limitation, the size, color and type, shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed and which shall be consistent with Landlord’s signage program at the Property and applicable law, regulations, orders and covenants and restrictions affecting the Property. Subject to Landlord not being required to make any changes with respect to any existing signage on 3301 Monte Villa Parkway, the relative size of Tenant’s Building Sign shall be proportionate to the amount of space leased by Tenant within 3301 Monte Villa Parkway (for example, if Tenant leased ½ of 3301 Monte Villa Parkway, Tenant would be entitled to at least ½ of the available exterior signage). Tenant shall be responsible, at Tenant’s sole cost and expense, for the maintenance of Tenant’s Building Sign, for the removal of Tenant’s Building Sign at the expiration or earlier termination of this Lease and for the repair of all damage resulting from such removal. Landlord shall have the right to determine whether Landlord or Tenant shall install Tenant’s Building Sign.

5.

Right of First Offer. Landlord and Tenant hereby reaffirm Tenant’s right of first offer set forth in Section 14 of the Second Amendment to Lease, provided that such right of first offer hereby is amended such that the right of first offer shall also apply (in addition to the areas referenced in Section 14 of the Second Amendment) to, subject to any existing rights granted to any other tenants, any space on the second (top) floor of the 3301 Building the first time that such space will become available for lease to a third party (i.e. a party other than the then current tenant).

6.

Amendment Execution as an Offer only open and valid until 5 pm PST on November 13, 2020. If Tenant delivers an executed copy of this Amendment to Landlord and Landlord fails to return to Tenant a copy of this Amendment executed by Landlord (and properly notarized) by 5:00 p.m. pacific time on November 13, 2020 (time being of the essence), then notwithstanding anything to the contrary, this Amendment shall immediately and without any further action by Tenant become null and void and Tenant shall automatically be deemed to have retracted its offer to enter into this Amendment.

7.

OFAC. Tenant and Landlord are currently (a) in compliance with and shall at all times during the Term of the Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed on, and shall not during the Term of the Lease be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

8.

Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”) in connection with the transaction reflected in this Amendment and that no Broker brought about this transaction, other than Flinn Ferguson Cresa. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker, other than other than Flinn Ferguson Cresa, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this Amendment. Landlord shall be responsible for all commissions due to Flinn Ferguson Cresa arising out of the execution of this Amendment in accordance with the terms of a separate written agreement between Landlord, on the one hand, and Flinn Ferguson Cresa, on the other hand.

9.

Miscellaneous.

d.          Except as amended and/or modified by this Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Lease, the provisions of this Amendment shall prevail. Whether or not specifically amended by this Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Amendment.