Lease Agreement dated June 24, 2020 between Pergament Lodi, LLC and Evance, Inc

(a) Landlord does hereby demise and lease to Tenant and Tenant does hereby rent and lease from Landlord the Leased Premises (excluding the roof and the exterior surfaces of the exterior walls thereof) for the Term, subject to all of the terms and conditions of this Lease.

(b) During the Term, Tenant and its employees and invitees, shall have the non-exclusive right, in common with other tenants, occupants and users of the Property, to use the Common Areas and Facilities (as defined below) of the Property. Tenant acknowledges and agrees that the non-exclusive use right granted to Tenant and its employees and invitees in and to the Common Areas and Facilities is being granted subject to all of the terms, conditions and restrictions set forth in this Lease. As used in this Lease, “Common Areas and Facilities” mean those areas and facilities which may be designated by Landlord from time to time in or about the Property for the general use in common by all tenants, occupants and users of the Property and shall include, without limitation, driveways, truckways, entrances, lobbies, exits, loading docks, pedestrian sidewalks, ramps, exterior (and interior) stairways, elevators, parking areas, landscaped areas, and lighting facilities. In addition, although the roof of the Building is not literally part of the Common Areas and Facilities available for use by all tenants, occupants and users of the Property, it will be deemed to be so included for purposes of Landlord’s ability to prescribe rules and regulations regarding same and its inclusion for purposes of Operating Costs (as defined in Schedule “D” attached hereto) reimbursements. Notwithstanding anything herein to the contrary, Tenant shall not utilize any parking spaces other than the unreserved Permitted Number of Parking Spaces, and such use shall be on an unassigned, “first come-first served” basis during the Term, except that Tenant shall have two reserved parking spaces as set forth in the Basic Lease Information Rider. Tenant and its employees and invitees shall not park in any spaces reserved for another tenant and clearly marked for reserved use. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord may deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle. Tenant’s right to use the parking facilities pursuant to this Lease are subject to the following conditions: (i) Landlord has no obligation to provide a parking attendant and Landlord shall have no liability on account of any loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to bear the risk of loss for same; and (ii) if and when so requested by Landlord, Tenant shall furnish Landlord with the license plate numbers of any vehicles of Tenant and its employees and invitees using the parking facilities. Notwithstanding anything to the contrary herein, Landlord shall not be entitled to charge any additional fees for any parking at the Building during the initial Term of this Lease.

Relocation of

Leased Premises

(c) Landlord shall have the right at any time upon one hundred twenty (120) days’ written notice (the “Notice of Relocation”) to relocate the Tenant to other premises in the Building (the “Relocated Premises”) and the following terms and conditions shall be applicable:

(i) within thirty (30) days after Tenant’s receipt of a Notice of Relocation, Tenant may terminate this Lease without penalty effective on or before the proposed relocation date by providing Landlord written notice of such early termination and Tenant must vacate the Premises on or before ninety (90) days from the date of the Notice of Relocation;

(ii) prior to commencing the relocation move, Landlord must obtain Tenant’s written consent to the Relocated Premises, such consent not to be unreasonably withheld, wherein a failure to reach agreement on the Relocated Premises, each party being reasonable and acting in good faith, may result in early termination as provided in paragraph (i) above;

(iii) the Relocated Premises shall contain approximately the same as, or greater Rentable Area than, the Leased Premises;

(iv) Landlord shall provide at its expense leasehold improvements in the Relocated Premises equal to the standards of the Leasehold Improvements in the Leased Premises as of the date of the Notice of Relocation, including those changes, improvements or alterations made by Tenant;

(v) Landlord shall pay for the reasonable moving and re-installation costs (if any) from the Leased Premises to the Relocated Premises of Tenant’s moveable trade fixtures, equipment and furnishings;

(vi) as compensation for all other costs, expenses and damages which Tenant may suffer or incur in connection with the relocation including disruption and loss of business, Basic Rent and Additional Rent for the Relocated Premises for the period of the first one (1) month of occupancy shall abate;

(vii) during the remaining Term of this Lease but not including any renewals of the Lease, the Basic Rent and Tenant’s Proportionate Share of Additional Rent for the Relocated Premises shall be no greater than the Basic Rent and Tenant’s Proportionate Share of Additional Rent for the Leased Premises, notwithstanding the Relocated Premises may contain a greater Rentable Area and if the Relocated Premises is smaller, the Basic Rent and Tenant’s Proportionate Share of Additional Rent shall be adjusted accordingly;

(viii) all other terms and conditions of this Lease shall apply to the Relocated Premises except as are inconsistent with the terms and conditions of this sub-paragraph; and

(ix) Tenant agrees to execute an acceptable lease amendment to give effect to the relocation if Tenant agrees to the Relocated Premises as provided above.

(a) This Lease is effective as of the Effective Date, but the Term of this Lease does not commence until the Commencement Date. In the event the Commencement Date is not the first day of the month, the Lease Term shall be extended by so many days as to allow for the Term to end on the last day of the month in which the eighty-eighth (88^th) anniversary of the Commencement Date falls.

(e) Other remedies for non-payment of Rent notwithstanding, if any monthly installment of Basic Rent or Additional Rent is not received by Landlord on or before the fifth (5^th) day of the month, or if any payment due to Landlord by Tenant which does not have a scheduled due date is not received by Landlord on or before the tenth (10^th) day following the date Tenant was invoiced, then a late charge equal to seven percent (7%) of such past due amount shall be immediately due and payable hereunder, and interest shall accrue on all delinquent amounts from the date past due until paid at the lower of a rate of one and one-ha1f (l.5%) percent per month (annual percentage rate = 18%), or the highest rate permitted by applicable law. Notwithstanding the foregoing, Tenant shall not be required to pay any late charge or interest on the first late payment of Rent in any consecutive twelve (12) month period, provided Tenant cures such failure to pay within five (5) days after receipt of written notice from Landlord of such failure.

(f) The Annual Reconciliation submitted to Tenant under or pursuant to this Lease shall be binding on Tenant and deemed to be accepted by it and shall not be subject to objection by Tenant for any reason unless Tenant gives written notice (the “Dispute Notice”) to Landlord within sixty (60) days of Landlord’s submission of such Annual Reconciliation in dispute and setting out in reasonable detail the reason why such statement, document or writing is in error or otherwise should not be binding on Tenant or that Tenant has not been provided with sufficient information in order to determine the accuracy of the Annual Reconciliation. Upon receipt of the Dispute Notice, Landlord agrees to work in good faith and to provide Tenant with sufficient documentation for Tenant to understand the basis for the Annual Reconciliation amounts. If Tenant disputes the amount of the Additional Rent as aforesaid (as opposed to the inclusion of certain charges), and if such dispute is not resolved within thirty (30) days after Tenant delivers the Dispute Notice to Landlord, then Landlord shall cause an audited statement of Additional Rent to be prepared by an independent nationally recognized firm of certified public accountants. Tenant shall pay to Landlord the full amount of Additional Rent demanded by Landlord as a condition precedent to Tenant’s filing of a Dispute Notice and Landlord’s willingness to cause an audited statement of Additional Rent to be prepared by the accountants. The audited statement of Additional Rent as prepared by such accountants shall be final and binding upon the parties hereto, and within fifteen (15) days after delivery of such statement of Additional Rent to the parties by such accountants, Landlord and Tenant shall readjust Additional Rent as contemplated by Section 3(c) above. The cost of preparation of such audited statement shall be paid by Tenant to Landlord within fifteen (15) days after demand by Landlord, however, Tenant shall not be responsible to pay such costs if the amount of Additional Rent payable by Tenant as set forth in such audited statement is at least five percent (5%) less than the amount of Additional Rent demanded by Landlord in accordance with the statement delivered to Tenant pursuant to Section 3(c) above. Any dispute shall be limited to the most recent Additional Rent billing. There shall be no dispute permitted for any Additional Rent billing beyond the-then current billing.

(d) No Transfer shall be effective unless the Transferee shall execute an agreement on Landlord’s form, assuming all the obligations of Tenant hereunder, and shall have paid to Landlord a processing fee of $500.00 together with Landlord’s reasonable out-of-pocket expenses in connection with legal and other consultants.

(e) Notwithstanding anything in this Lease to the contrary, Tenant agrees that any consent to a Transfer shall not thereby release Tenant of its obligations hereunder, and Tenant shall remain primarily liable hereunder for the obligations of Tenant until the expiration or earlier termination of the Term.

(b) Tenant shall, at its sole cost and expense and at all times throughout the Term (except insofar as the obligation to repair rests upon Landlord pursuant to the provisions of Section 8(a)(i) above), keep and maintain in good order, repair (including making replacements, as necessary) the whole of the Leased Premises and every part thereof (including without limitation all Leasehold Improvements, systems and facilities located therein that solely serve the Premises), reasonable wear and tear and damage due to casualty excepted. Additionally, Tenant shall, at its sole cost and expense and at all times throughout the Term, keep and maintain in good order, repair (including making replacements, as necessary) any utility, mechanical and other equipment and/or installations located outside the Leased Premises that are solely for the benefit of Tenant’s use of the Leased Premises.

(c) Landlord and its agents shall be entitled at all reasonable times during the Term to enter the Leased Premises to inspect the condition thereof upon giving prior verbal notice (however no notice shall be required in case of emergency involving imminent damage to persons or property). Where an inspection reveals that repairs or replacements are necessary and such repairs or replacements are the obligation of Tenant hereunder, Landlord shall give Tenant written notice thereof, and promptly thereafter Tenant will proceed to make all necessary repairs or replacements in a good and workmanlike manner and to the reasonable satisfaction of Landlord, so as to complete same within a reasonable time-frame under the circumstances. The failure by Landlord to give notice shall not relieve Tenant from any of its obligations to repair or replace in accordance with the provisions hereof. If Tenant refuses or neglects to repair promptly and to the reasonable satisfaction of Landlord as required pursuant to this Section 8(c), Landlord may, but shall not be obligated to, make such repairs or replacements without liability to Tenant for any loss or damage which may occur to Tenant’s property or to Tenant’s business by reason thereof and upon completion, Tenant shall pay upon demand Landlord’s out-of-pocket actual cost for making any such repairs or replacements plus an administrative charge in an amount equal to ten percent (10%) of the cost thereof. Tenant agrees that the making of any repairs or replacements by Landlord pursuant to this subsection 8(c) is not a re-entry or a breach of any covenant for quiet enjoyment contained in this Lease. Except in case of emergency involving imminent damage to persons or property, Landlord agrees to make commercially reasonable efforts to perform such repairs in the Leased Premises in a manner that will prevent unreasonable interference with Tenant’s business; provided, however, this shall not be construed to require Landlord to perform repairs during Tenant’s non-business hours or on weekends.

(d) Tenant shall, when it becomes aware of same, or when Tenant, acting reasonably, should have become aware of same, notify Landlord of any damage to, or deficiency or defect in any part of the Leased Premises or other portion of the Property, and any equipment or utility systems, or any installation located therein, notwithstanding the fact that Landlord may have no obligation with respect to same.

(c) Tenant agrees that Landlord shall not be liable for any bodily injury to or death of any person, or loss or damage to any property belonging to, Tenant or its employees, agents, contractors, invitees, licensees or any other person in, on or about the Property unless resulting from the actual willful misconduct of Landlord or its own employees. In no event shall Landlord be liable for any damage, including direct, indirect, special or consequential damage, which is caused by steam, water, rain or snow or other thing which may leak into, issue or flow from any part of the Property or from the pipes or plumbing works, including the sprinkler system (if any) therein or from any other place or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or of sprinkler heads (if any) or for any such damage caused by anything done or omitted by Tenant or any other tenant or user of the Property (or any of their employees, agents, contractors, customers or invitees).

(b) This Lease and all rights of Tenant hereunder are subject and subordinate to all underlying leases and charges, or mortgages now or hereafter existing (including charges, and mortgages by way of debenture, note, bond, deeds of trust and mortgage and all instruments supplemental thereto) which may now or hereafter affect the Property or any part thereof and to all renewals, modifications, consolidations, replacements and extensions thereof, provided the lessor, chargee, mortgagee or trustee agrees to accept this Lease and Tenant’s rights thereunder following any foreclosure if not in default; and in recognition of the foregoing Tenant agrees that it will, whenever requested, attorn to such lessor, chargee, mortgagee as a tenant upon all the terms of this Lease. Tenant agrees to execute promptly whenever requested by Landlord or by the holder of any such lease, charge, or mortgage an instrument of subordination or attornment, as the case may be, as may be required of it provided it includes a reasonable non-disturbance provision.

(d) Except in the case of an emergency, Landlord or its agents will have the right to enter the Leased Premises following reasonable notice to show them to prospective purchasers, lessees or mortgagees. Notice shall not be required for normal scheduled service such as janitorial. Landlord shall make reasonable efforts not to inconvenience Tenant in exercising its rights under this Section 11(d).

(e) Except as herein otherwise expressly provided, if and whenever and to the extent that either Landlord or Tenant shall be prevented, delayed or restricted in the performance of any obligation hereunder in respect of the supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing by reason of any of the following (“Force Majeure”):

(i) strikes or work stoppages;

(ii) being unable to obtain any material, service, utility or labor required to perform such obligation;

(iii) riots, insurrection, war, acts of God, fire or other casualty;

(iv) any statute, law or regulation of, or inability to obtain any permission from any government authority having lawful jurisdiction preventing, delaying or restricting such performance;

(v) inability to obtain any necessary governmental permits (including building permit) for construction of Landlord’s Work (only for purposes of this Section 11(e), “Landlord’s Work” means any work that Landlord is required to perform pursuant to Schedule “F”) within thirty (30) days after application for any reason other than Landlord having filed an incomplete application for any of such permits or having filed plans for Landlord’s Work that do not comply with applicable laws;

(vi) changes required in the scope of Landlord’s Work by any governmental authority having jurisdiction thereof; or

(vii) other unavoidable occurrence,

then the time for performance of such obligation shall be extended for the period in which such circumstances operate to prevent, delay or restrict the performance thereof, and the other party to this Lease shall not be entitled to compensation for any inconvenience or nuisance caused thereby. The provisions of this Section 11(e) shall not operate to excuse Tenant from the prompt payment of Rent and shall not operate to extend the Term. Delays or failures to perform resulting from lack of funds shall not be deemed an unavoidable occurrence. If Landlord shall be prevented, delayed or restricted in the fulfillment of any such obligation hereunder by reason of any of the circumstances set out in Section 11(e)(iv), above, and to fulfill such obligation could not, in the reasonable opinion of Landlord, be completed without substantial additions to or renovations of the Property, Landlord may on sixty (60) days’ written notice to Tenant terminate this Lease.

(f) If either Landlord or Tenant shall overlook, excuse, condone or suffer any default, breach, non-observance, improper compliance or non-compliance by the other of any obligation hereunder, this shall not operate as a waiver of such obligation in respect of any continuing or subsequent default, breach, or non-observance, and no such waiver shall be implied but shall only be effective if expressed in writing. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent.

(g) Intentionally deleted.

(h) Landlord and Tenant shall cooperate, each with the other, in respect of any Public Taking of the Leased Premises or any part thereof so that Tenant may receive the maximum award to which it is entitled in law for relocation costs, business interruption and leasehold interest and so that Landlord may receive the maximum award for all other compensation arising from or relating to such Public Taking. If the whole or any part of the Leased Premises is Publicly Taken, as between the parties hereto, their respective rights and obligations under this Lease shall continue until the day on which the Public Taking authority takes possession thereof. If the whole or any part of the Property is Publicly Taken, Landlord shall have the option, to be exercised by written notice to Tenant, to terminate this Lease and such termination shall be effective on the day the Public Taking authority takes possession of the whole or the portion of the Property Publicly Taken. Rent and all other payments shall be adjusted as of the date of such termination and Tenant shall, on the date of such Public Talking, vacate the Leased Premises and surrender the same to Landlord, with Landlord having the right to re-enter and re-possess the Leased Premises discharged of this Lease and to remove all persons therefrom. In this Section, the words “Public Taking” shall include expropriation and condemnation and shall include a sale by Landlord to an authority with powers of expropriation, condemnation or taking, in lieu of or under threat of expropriation or taking and “Publicly Taken” shall have a corresponding meaning.

(i) Tenant agrees with Landlord not to record this Lease or any memorandum thereof in any recording office and not to register notice of this Lease in any form without the prior written consent of Landlord. If such consent is provided, such notice of Lease or memorandum shall be in such form as Landlord shall have approved and Tenant shall pay Landlord’s reasonable fee for same and all applicable transfer or recording taxes or charges. Tenant shall remove and discharge at Tenant’s expense recordation or registration of such notice or memorandum at the expiration or earlier termination of the Term, and in the event of Tenant’s failure to so remove or discharge such notice or memorandum after ten (10) days’ written notice by Landlord to Tenant, Landlord may in the name and on behalf of Tenant execute a release or discharge of such a notice or memorandum in order to remove and discharge such notice or memorandum, and for the purpose thereof, Tenant hereby irrevocably constitutes and appoints any officer of Landlord the true and lawful attorney of Tenant.

Time of the Essence

(k) Tenant and Landlord acknowledge that there are no covenants representations, warranties, agreements or conditions express or implied, collateral or otherwise forming part of or in any way affecting or relating to this Lease save as expressly set out in the BLI Rider, this Lease and Schedules attached hereto and that the BLI Rider, this Lease and such Schedules constitute the entire agreement between Landlord and Tenant and may not be modified except as herein explicitly provided or except by agreement in writing executed by Landlord and Tenant.

(l) Any notice, document or writing required or contemplated by any provision of this Lease shall be given in writing and if to Landlord, either delivered personally to an officer of Landlord or sent United States Postal Service certified mail, return receipt requested, postage prepaid, or by Federal Express or similar nationally recognized overnight courier regularly providing proof of delivery, addressed to Landlord at Landlord’s Address set forth in the BLI Rider, and if to Tenant, sent United States Postal Service certified mail, return receipt requested, postage prepaid, or by Federal Express or similar nationally recognized overnight courier regularly providing proof of delivery, addressed to Tenant at Tenant’s Address set forth above and will be deemed to have been given if mailed as aforesaid, upon the earlier of receipt or the third (3^rd) day after being mailed. Landlord may from time to time by notice in writing to Tenant designate another address as the address to which notices are to be mailed to it, or specify with greater particularity the address and persons to which such notices are to be mailed and may require that copies of notices be sent to an agent designated by it. Tenant may, if an address of Tenant is shown in the BLI Rider (other than the Leased Premises), from time to time by notice in writing to Landlord, designate another address as the address to which notices are to be mailed to it, or specify with greater particularity the address and persons to which such notices are to be mailed.

(m) In this Lease, “herein”, “hereof”, “hereby”, “hereunder”, “hereto”, “hereinafter” and similar expressions refer to this Lease and not to any particular section, clause or other portion thereof, unless there is something in the subject matter or context inconsistent therewith; and the parties agree that all of the provisions of this Lease are to be construed as covenants and agreements as though words importing such covenants and agreements were used in each separate section hereof, and that should any provision or provisions of this Lease be illegal or not enforceable it or they shall be considered separate and severable from this Lease and its remaining provisions shall remain in force and be binding upon the parties hereto as though the said provision or provisions had never been included, and further that the captions appearing for the provisions of this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Lease or of any provision hereof. Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of Rent, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. In the event any language is deleted from this Lease, said language shall be deemed to have never appeared and no other implication shall be drawn therefrom. The word “person” includes a natural person, a partnership, a corporation, a limited liability company, an association and any other form of business association or entity. Both parties having participated fully and equally in the negotiation and preparation of this Lease; therefore, this Lease shall not be more strictly construed, nor any ambiguities in this Lease resolved, against either Landlord or Tenant. Each covenant, agreement, obligation, term, condition or other provision contained in this Lease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Lease unless otherwise expressly provided. All of the terms and conditions set forth in this Lease shall apply throughout the Term unless otherwise expressly set forth herein.

(n) Subject to Section 7 hereof, this Lease and everything herein contained shall inure to the benefit of and be binding upon the respective permitted heirs, executors, administrators, successors, assigns and other legal representatives, as the case may be, of each and every of the parties hereto, and every reference herein to any party hereto shall include the permitted heirs, executors, administrators, successors, assigns and other legal representatives of such party. The word “Tenant” shall be deemed to include the word “lessee” and shall mean each and every person or party mentioned as a tenant herein, be the same one or more, and if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. If two or more persons or entities shall sign this Lease as Tenant, the liability of each such person or entity to pay the Rent and perform all other obligations hereunder shall be deemed to be joint and several. In like manner, if Tenant shall be a partnership or other legal entity, the partners or members of which are, by virtue of any applicable law, rule, or regulation, subject to personal liability, the liability of each such partner or member under this Lease shall be joint and several and each such partner or member shall be fully obligated hereunder and bound hereby as if each such partner or member had personally signed this Lease.

(o) If Tenant shall for any reason use or occupy the Leased Premises (or any portion thereof) in any way prior to the Commencement Date without there being an existing lease between Landlord and Tenant under which Tenant has occupied the Leased Premises, then during such prior use or occupancy Tenant shall be a Tenant of Landlord and shall be subject to the same covenants and agreements in this Lease mutatis mutandis.

(p) NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TOTAL LIABILITY OF LANDLORD ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER AND/OR TENANT’S USE OF THE LEASED PREMISES, SHALL BE LIMITED TO THE ESTATE OF LANDLORD IN THE PROPERTY AND THE PROCEEDS AND RENT FROM THE SAME. NO OTHER PROPERTY OR ASSET OF LANDLORD OR ANY PARTNER OR OWNER OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION, OR OTHER ENFORCEMENT PROCEEDINGS OR OTHER JUDICIAL PROCESS FOR THE SATISFACTION OF ANY JUDGMENT OR ANY OTHER RIGHT OR REMEDY OF TENANT ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER AND/OR TENANT’S USE OF THE LEASED PREMISES. THE TERM “LANDLORD” IN THIS LEASE INCLUDES LANDLORD EXECUTING THIS LEASE AS WELL AS ITS SUCCESSORS AND ASSIGNS, EACH OF WHICH SHALL HAVE THE SAME RIGHTS, REMEDIES, POWERS, AUTHORITIES AND PRIVILEGES AS IT WOULD HAVE HAD IT ORIGINALLY SIGNED THIS LEASE AS LANDLORD. TENANT SHALL LOOK SOLELY TO LANDLORD’S SUCCESSOR IN INTEREST FOR THE PERFORMANCE OF THE COVENANTS AND OBLIGATIONS OF LANDLORD HEREUNDER WHICH ACCRUE SUBSEQUENT TO ANY TRANSFER OF LANDLORD’S INTEREST IN THE PROPERTY.

(q) TENANT HEREBY WAIVES TRIAL BY JURY IN ANY CLAIM, ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT’S USE AND OCCUPANCY OF THE LEASED PREMISES.

(r) This Lease shall be governed by the laws of the State or (in case of the District of Columbia) local jurisdiction in which the Leased Premises are located. Any litigation between Landlord and Tenant concerning this Lease shall be initiated in the county or local jurisdiction in which the Leased Premises are located.

(s) Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers specifically set forth in the BLI Rider with respect to each Landlord and Tenant. If either party’s representation and warranty prove to be untrue, such party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys’ fees and costs through all appellate actions and proceedings, if any. The foregoing will survive the end of the Term.

(t) It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of good housekeeping, ventilation, and moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) for mold prevention. In signing this Lease, Tenant has first inspected the Leased Premises and certifies that it has not observed mold, mildew or moisture within the Leased Premises. Tenant agrees to immediately notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to evaluate and make recommendations and/or take appropriate corrective action. Tenant relieves Landlord from any liability for any bodily injury or damages to property caused by or associated with moisture or the growth of or occurrence of mold or mildew on or in the Leased Premises. In addition, execution of this Lease by Tenant constitutes acknowledgement by Tenant that control of moisture and mold prevention in the Leased Premises are integral to its Lease obligations.

(u) Tenant represents and warrants that it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and that it is not engaged in this Lease directly or indirectly on behalf of, or facilitating this Lease directly or indirectly on behalf of, any such person, group, entity, or nation. Tenant agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising from or related to any breach of the foregoing representation and warranty, and acknowledges that Landlord may treat any such breach as an Event of Default by Tenant.

(v) The person signing this Lease on behalf of Tenant hereby represents and warrants that (i) he/she is authorized to execute this Lease on behalf of Tenant, (ii) he/she possesses the requisite power and authority to bind Tenant to the terms and provisions hereof, (iii) Tenant has taken all actions necessary to authorize the execution, delivery and performance of this Lease by Tenant, and (iv) Tenant has been duly organized and is qualified or authorized to do business in the State in which the Leased Premises is located. Furthermore, Tenant agrees to take any and all necessary action to keep its existence as an entity in good standing throughout the Term in the State in which Tenant has been organized as well as to remain qualified to do business within the State in which the Leased Premises are located.

(w) In the event of any litigation concerning this Lease, the prevailing party shall be entitled to recover from the losing party costs and reasonable attorneys’ fees through all appeals.

(x) This Lease shall not convey any leasehold estate from Landlord to Tenant. Landlord and Tenant hereby agree that this Lease creates only the interest of a usufruct in Tenant which may not be levied upon without Landlord’s permission or assigned except in accordance herewith.

Schedule “A” – Legal Description of Property

Schedule “B” – Location and Size of Leased Premises

Schedule “C” – Taxes Payable by Landlord and Tenant

Schedule “D” – Services and Costs

Schedule “E” – Rules and Regulations

Schedule “E1” – Environmental Covenants

Schedule “F” – Leasehold Improvements

Schedule “G” – Special Stipulations

Schedule “H” – Guaranty

Tenant’s Taxes

(a) Tenant covenants to pay all Tenant’s Taxes (as defined below), as and when the same become due and payable. Where any Tenant’s Taxes are payable by Landlord to the relevant taxing authorities, Tenant covenants to pay the amount thereof to Landlord upon demand and Landlord covenants to timely remit 100% of such monies paid by Tenant to the relevant taxing authority and provide Tenant’s Tenant receipts for remittance of such Taxes upon Tenant’s written request.

(b) Tenant covenants to pay to Landlord, or to the taxing authority as Landlord may direct from time to time, Tenant’s Proportionate Share (as defined below) of the amount of Landlord’s Taxes (as defined below) in each Fiscal Period over the Landlord’s Taxes in the “Base Year” (as hereinafter defined).

(c) Tenant covenants to pay to Landlord Tenant’s Proportionate Share of the costs and expenses (including legal and other professional fees and interest and penalties on deferred payments) incurred in good faith by Landlord in contesting, resisting or appealing any of the Landlord’s Taxes (as defined below).

(e) Landlord covenants to pay all Landlord’s Taxes subject to the payments on account of Landlord’s Taxes required to be made by Tenant elsewhere in this Lease. Landlord may appeal any official assessment or the amount of any Landlord’s Taxes or other taxes based on such assessment and relating to the Property. In connection with any such appeal, Landlord may defer payment of any Landlord’s Taxes or other taxes, as the case may be, payable by it to the extent permitted by law, and Tenant shall cooperate with Landlord and provide Landlord with all relevant information reasonably required by Landlord in connection with any such appeal.

(f) In the event that Landlord is unable to obtain from the taxing authorities any separate allocation of Landlord’s Taxes, Tenant’s Taxes or assessment as required by Landlord to make calculations of Additional Rent under this Lease, such allocation shall be made by Landlord acting reasonably.

(g) Whenever requested by Landlord, Tenant shall deliver to Landlord receipts for payment of all Tenant’s Taxes and furnish such other information in connection therewith as Landlord may reasonably require.

(h) If the Building has not been taxed as a completed and fully occupied building for any Fiscal Period, Landlord’s Taxes will be determined by Landlord as if the Building had been taxed as a completed building fully occupied by commercial tenants for any such Fiscal Period; provided, however, that Landlord may not allocate to Tenant any amounts that do not reflect a Tax that is actually remitted to the relevant taxing authority.

In this Lease:

(a) “Landlord’s Taxes” shall mean all real estate taxes and assessments which may be levied against the Property, and the land, buildings and improvements comprising the same, but excluding (i) penalties or interest on real estate taxes; (ii) income, franchise, personal property, or other taxes personal to Landlord, including, without limitation, inheritance, estate, succession, transfer or gift taxes; (iii) substitute taxes, unless imposed only on real property owners; (iv) real estate taxes on outparcels or other tenant spaces that are separately assessed; (v) taxes and assessments not yet due and payable; (vi) tax increases resulting solely from construction by other tenants; (vii) assessments for the costs of environmental remediation; (viii) charges or costs arising out of any increases in taxes and assessments arising out of a change in ownership of Landlord or the Property more than once in any five (5) year period; (ix) taxes allocable to premises occupied by tenants who do not pay their pro-rata share of taxes; and (x) any assessment, development tax, impact or other governmental exaction or fee for improvements heretofore installed or installed in connection with the initial or subsequent development of the Property such as the widening of the exterior roads, the installation and/or hook up to of sewer and sewer lines, sanitary and storm drainage systems and other utility lines and utility facilities (whether public or private);

(b) “Taxes” shall mean all taxes, rates, duties, levies, fees, charges, local improvement rates, capital taxes, gross receipt taxes, franchise taxes, transfer taxes, rental taxes and assessments (special or otherwise) of any kind, including, without limitation, fees, rents, levies and assessments imposed, assessed, levied or charged by any school, municipal, regional, state, provincial, federal, or other body, authority, agency or commission (including special taxing districts), provided that “Taxes” shall not include any special utility, levies, fees or charges imposed, assessed, levied or charged which are directly associated with initial construction of the Property;

(c) “Tenant’s Taxes” shall all Taxes (whether imposed upon Landlord or Tenant) attributable to the personal property, trade fixtures, business, income, occupancy or sales of Tenant or any other occupant of the Leased Premises, and to any Leasehold Improvements or fixtures installed by or on behalf of Tenant within the Leased Premises, and to the use by Tenant of any of the Property; and

(d) “Tenant’s Proportionate Share” shall mean six and 4/100ths percent (6.4%) (determined by dividing 4,277 square feet of Rentable Area of the Leased Premises by 66,968 square feet of Rentable Area of the Building, both as set forth in the BLI Rider), subject to adjustment as reasonably determined solely by Landlord and notified to Tenant in writing for physical increases or decreases in the total Rentable Area of the Building provided that the total Rentable Area of the Building and the Rentable Area of the Leased Premises shall exclude areas designated (whether or not rented) for parking and for storage.

(e) “Base Year” as used in this Schedule shall mean calendar year commencing in 2020.

Janitor Service

Landlord covenants with Tenant:

(a) To provide janitor and cleaning services to the Leased Premises and to Common Areas and Facilities of the Building consisting of reasonable services in accordance with the standards of similar office buildings; and

Elevators,

Lobbies, etc.

(b) To keep available the following facilities for use by Tenant and its employees and invitees in common with other persons entitled thereto:

(i) passenger and freight elevator service to each floor upon which the Leased Premises are located provided such service is installed in the Building and provided that Landlord may prescribe the hours during which and the procedures under which freight elevator service shall be available and may limit the number of elevators providing service outside Normal Business Hours;

(ii) common entrances, lobbies, stairways and corridors giving access to the Building and the Leased Premises, including such other areas from time to time which may be provided by Landlord for common use and enjoyment within the Property; and

(iii) the washrooms as Landlord may assign from time to time which are standard to the Building, provided that Landlord and Tenant acknowledge that where an entire floor is leased to Tenant or some other tenant, Tenant or such other tenant, as the case may be, may exclude others from the washrooms thereon.

(a) Landlord and Tenant acknowledge and agree that the electrical service, natural gas and all other utilities, except as specifically set forth herein, provided to the Premises shall be separately circuited and/or metered such that Tenant shall contract directly with the service provider and be billed directly the costs associated with those utilities used by Tenant at the Premises. Tenant herby agrees to timely pay during the Lease Term the costs of all such utilities furnished to the Premises, including, without limitation, water, gas, electricity, sewer and refuse disposal. The costs of maintaining, repairing and replacing, as necessary, each separate metering devise, and installing any additional metering devices, if necessary, shall be borne by Tenant. To the extent water, sewer and refuse disposal for the Premises are not separately billed to Tenant, the costs for such services shall be paid by Tenant to Landlord as part of Operating Costs.

(b) Tenant’s use of electrical energy shall never exceed the capacity of the then existing feeders to the Building or the then existing risers or wiring installations. If Tenant wishes to install in the Premises equipment which would not be considered ordinary office equipment, including, but not limited to items such as computer installation(s) or supplemental air conditioning system(s), or other heat or cooling intensive electrically operated equipment, Tenant shall submit to Landlord a list indicating the specific type of additional equipment to be installed. Such list shall include the number, type and model of each item of equipment to be installed, as well as the manufacturer’s electrical rating associated with same. Any riser or risers needed to supply Tenant’s electrical requirements and all other equipment proper and necessary in connection therewith will upon request of Tenant, be installed by Landlord, at Tenant’s sole cost and expense, if in Landlord’s reasonable judgment, the same are necessary and will not cause or create a hazardous condition or entail excessive or unreasonable alterations, repairs or expenses or interfere with or disturb other tenants. Tenant shall not, without the prior consent of Landlord, install equipment which would not be considered ordinary office equipment or make or perform or permit any alteration to wiring installations, telephone line installations or other electrical or communication facilities in or serving the Premises.

(c) Tenant covenants to pay to Landlord Tenant’s Proportionate Share (as defined below) of the cost of all electricity consumed on the Property (except the amounts recovered from and paid by tenants separately metered).

(d) To the extent that Tenant seeks to install specialized equipment which requires additional utility capacity or service, Tenant shall be solely responsible for the costs associated with the same, including the costs or any additional utility service to the Premises.

(e) In calculating electricity costs for any Fiscal Period, if less than one hundred percent (100%) of the Building is occupied by tenants, then the amount of such electricity costs shall be deemed for the purposes of this Schedule to be increased to an amount equal to the like electricity costs which normally would be expected by Landlord to have been incurred had such occupancy been one hundred percent (100%) during such entire period

(a) Landlord may (but shall not be obligated) on request of Tenant supply services or materials to the Leased Premises and the Property which are not provided for under this Lease and which are used by Tenant (the “Additional Services”) including, without limitation,

(i) replacement of tubes and ballasts;

(ii) carpet shampooing;

(iii) window covering cleaning;

(iv) locksmithing;

(v) removal of bulk garbage;

(vi) picture hanging; and

(vii) special security arrangement.

(b) When Additional Services are supplied or furnished by Landlord, accounts therefor shall be rendered by Landlord and shall be payable by Tenant to Landlord on demand. In the event Landlord shall elect not to supply or furnish Additional Services, only persons with prior written approval by Landlord (which approval shall not be unreasonably withheld) shall be permitted by Landlord or Tenant to supply or furnish Additional Services to Tenant and the supplying and furnishing shall be subject to the reasonable rules fixed by Landlord with which Tenant undertakes to cause compliance and to comply with said rules.

(a) The Tenant covenants to pay to the Landlord Tenant’s Proportionate Share of the amount of the Operating Costs in each Fiscal Period over the Operating Costs in the “Base Year” (as hereinafter defined);

(b) Subject to the other terms and conditions of this Lease, Landlord shall not be responsible during the Term for any costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the Leased Premises and Tenant shall pay all charges, impositions, costs and expenses of every nature and kind relating to the Leased Premises and the amounts included as Additional Rent whether or not specifically provided for herein and Tenant covenants with Landlord accordingly;

(c) In this Lease “Operating Costs” shall include all costs incurred or which will be incurred by Landlord in discharging its obligations under this Lease and in the maintenance, operation, administration and management of the Property including without limitation:

(i) cost of heating, ventilating and air-conditioning not separately metered and paid by tenants of the Property;

(ii) cost of water and sewer charges

(iii) cost of electricity, fuel or other form of energy which are not separately metered and paid by tenants of the Property;

(iv) costs of insurance carried by Landlord pursuant to paragraph 9(a) of this Lease and cost of any deductible amount paid by Landlord in connection with each claim made by Landlord under such insurance;

(v) an administrative and management fee.

(vi) cost of building office expenses, including telephone, rent, stationery and supplies;

(vii) costs of all elevator and escalator (if installed in the Building) maintenance and operation;

(viii) costs of operating staff, management staff and other administrative personnel, including salaries, wages, and fringe benefits to the extent they perform services for the Property and adjusted accordingly if they perform work on anything other than the Property;