OFFICE LEASE HAMILTON LANDING NOVATO, CALIFORNIA 94949

Landlord:

Tenant:

The undersigned hereby agree to the following terms of this Summary of Basic Lease Information (the "Summary").  This Summary is hereby incorporated into and made a part of the attached Office Lease ("Office Lease") (this Summary and the Office Lease to be known collectively as the "Lease") which pertains to the "Project" (as that term is defined in the Office Lease) located at Hamilton Landing, Novato, California 94949.  Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term.  In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail.  Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

*            As an inducement to Tenant entering into this Lease, Base Rent in the amount of $71,274.70 per month shall be abated for the first three (3) months after the Commencement Date.  The amount of Base Rent set forth in the foregoing table for that period reflects that rent abatement.  During such abatement period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease.

The foregoing terms of this Summary are hereby agreed to by Landlord and Tenant.

"LANDLORD":

HAMILTON MARIN, LLC,
a California limited liability company

By:            Barker Pacific Group, Inc.,
            a Delaware corporation,
            Its Authorized Signatory

By:  /s/ Michael D. Barker
                          Michael D. Barker,
                          Managing Director

"TENANT":

RAPTOR PHARMACEUTICAL CORP.,
a Delaware corporation

By:  /s/ Georgia Erbez

Print Name:  Georgia Erbez

Its:  CFO

ARTICLE 1 PROJECT, BUILDING AND PREMISES  

1.1

Project, Building and Premises

1.2

Condition of the Premises

1.3

Common Areas

1.4

Landlord's Reserved Rights in Premises and Common Areas

1.5

Rentable Area

1.6

Tenant's Percentage Share

ARTICLE 2 PLANS AND CONSTRUCTION  

ARTICLE 3 TERM; USE; COMPLIANCE WITH LAWS  

3.1

Commencement of Term

3.2

General Use and Compliance with Laws

3.3

Extension Option

ARTICLE 4 RENT  

4.1

Rent

4.2

Rent Adjustment.

4.3

Definitions

4.4

Operating Expenses

4.5

Monthly Rent Payments

4.6

Additional Rent

4.7

No Deduction or Offset

4.8

Late Payment and Interest

4.9

Security Deposit

ARTICLE 5 SERVICES AND UTILITIES  

5.1

Basic Services

5.2

Over Standard Use

5.3

Separate Metering

5.4

Additional Services

5.5

Interruption of Use

5.6

Keys and Locks

5.7

Tenant Security System

ARTICLE 6 REPAIRS  

6.1

Tenant's Repairs

6.2

Landlord's Repairs

6.3

Entry

 

ARTICLE 7 ALTERATIONS  

7.1

Landlord's Consent to Alterations

7.2

Manner of Construction

7.3

Payment for Improvements

7.4

Landlord's Property and Fixtures

ARTICLE 8 COVENANT AGAINST LIENS  

ARTICLE 9 INSURANCE  

9.1

Landlord Coverage

9.2

Tenant Coverage

9.3

General Insurance Requirements

9.4

Indemnification and Waiver

ARTICLE 10 DAMAGE AND DESTRUCTION  

10.1

Repair of Damage to Premises by Landlord

10.2

Landlord's Option to Repair

10.3

Waiver of Statutory Provisions

ARTICLE 11 NON-WAIVER  

ARTICLE 12 EMINENT DOMAIN  

12.1

Taking

12.2

Temporary Taking

12.3

Certain Waivers

ARTICLE 13 ASSIGNMENT AND SUBLETTING  

13.1

Transfers

13.2

Landlord's Consent

13.3

Landlord's Option as to Subject Space

13.4

Transfer Premium

13.5

Effect of Transfer

13.6

Additional Transfers

13.7

Non-Transfers

ARTICLE 14 SURRENDER OF PREMISES; TRADE FIXTURES  

14.1

Surrender of Premises

14.2

Removal of Tenant Property by Tenant

ARTICLE 15 HOLDING OVER  

ARTICLE 16 ESTOPPEL, SUBORDINATION AND ATTORNMENT  

16.1

Estoppel Certificate

16.2

Subordination

 

ARTICLE 17 DEFAULTS; REMEDIES  

17.1

Events of Default

17.2

Landlord's Remedies

17.3

No Waiver

17.4

Landlord Default

ARTICLE 18 GRAPHICS  

18.1

General

18.2

Building Directory

18.3

Prohibited Signage and Other Items

ARTICLE 19 LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT  

19.1

Landlord's Cure

19.2

Tenant's Reimbursement

ARTICLE 20 MISCELLANEOUS PROVISIONS  

20.1

Terms

20.2

Binding Effect

20.3

Easements

20.4

No Light, Air or View Easement

20.5

Authorization

20.6

Accord and Satisfaction

20.7

Peaceful Enjoyment

20.8

Limitation of Liability

20.9

Time, Calendar Year; Calendar Days

20.10

Severability

20.11

Applicable Law

20.12

Submission of Lease

20.13

Rules and Regulations

20.14

No Nuisance

20.15

Broker

20.16

Modification for Lender

20.17

Recording

20.18

Parking Facilities

20.19

No Merger

20.20

Amendment

20.21

Financial Statements

20.22

Hazardous Substances; Indemnification.

20.23

Entire Agreement

20.24

Force Majeure

20.25

Waiver of Redemption

20.26

Joint and Several

20.27

Notices

20.28

Attorneys' Fees

20.29

Independent Covenants

20.30

Project Name and Signage

20.31

Transportation Management

20.32

No Discrimination

20.33

OFAC

20.34

ERISA

20.35

Confidentiality

20.36

Lien Waive

 

ARTICLE 21 TENANT'S RIGHT OF FIRST OFFER  

ARTICLE 22 TEMPORARY SPACE.  

This Office Lease, which includes the preceding Summary of Basic Lease Information (the "Summary") attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the "Lease"), dated as of the date set forth in Article 1 of the Summary, is made by and between HAMILTON MARIN, LLC, a California limited liability company ("Landlord"), and RAPTOR PHARMACEUTICAL CORP., a Delaware corporation ("Tenant").

In connection with exercising its rights under this Section 1.4, Landlord shall use commercially reasonable efforts to not materially adversely affect Tenant's use of the Premises for the Use, Tenant's access to the Premises, or Tenant's parking set forth in Article 11 of the Summary.

 

The design and construction of, and payment for, the "Tenant Improvements" (as defined in the Work Letter) shall be governed by the provisions of the Work Letter.

 

injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant or Tenant's agents cause, maintain, or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in, on or about the Premises.  Tenant shall not bring into the Building, or keep or arrange in the Premises any furniture, equipment, materials or other objects which individually or collectively overload the Premises or the Building.  Landlord reserves the right to prescribe the weight and position of all safes, fixtures and heavy installations that Tenant desires to place in the Premises so as to distribute properly the weight, or to require plans prepared by a qualified structural engineer for such heavy objects at Tenant's sole cost and expense.  Notwithstanding the foregoing, Landlord shall have no liability for damage caused by the installation of such safes and heavy equipment.  Furthermore, business machines and mechanical equipment belonging to Tenant that cause noise and/or vibration that may be transmitted to the structure of the Building or to any other tenants in the Building shall be placed and maintained by Tenant, at Tenant's sole cost and expense, in settings of cork, rubber or spring type noise and/or vibration eliminators and Tenant shall take such other measures reasonably directed by Landlord as needed to eliminate such vibration and/or noise.

 

     Concessions evidenced in the effective rental rate shall not be granted to Tenant).  The term "Comparable Buildings", as used in this Lease, shall mean comparable office buildings located in San Rafael and Novato.

     No ex parte communications shall be permitted between the Arbitrators and either Landlord or Tenant following appointment of the third Arbitrator until conclusion of the arbitration process.  The Arbitrators are authorized to walk both the Premises and any comparable space (to the extent access is made available).  The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, except that each party shall pay for the cost of its own witnesses, agents and attorneys.

Nothing contained in this Section 4.2 shall be construed at any time so as to reduce the monthly installments of Base Rent payable by Tenant below the amount set forth in Section 4.1 of this Lease.

Notwithstanding anything to the contrary contained in this Lease, "Operating Expenses" shall not include any of the following:  (1) any ground lease rental; (2) capital expenditures (other than as expressly set forth in clause (l) above; (3) costs incurred for repair of damage to the Project to the extent reimbursed by insurance proceeds, provided that commercially reasonable insurance deductibles shall be included in Operating Expenses; (4) costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements to other tenant's leased premises within the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant leasable space within the Project; (5) depreciation, amortization and interest payments, except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party's services; (6) marketing costs, including leasing commissions, attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Project; (7) expenses in connection with services which are not available to Tenant; (8) legal fees and related expenses and legal costs incurred by Landlord (together with any damages awarded against Landlord) due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Project or any Governmental Requirements; (9) overhead and profit paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such goods and/or services rendered by qualified, unaffiliated third parties on a competitive basis; (10) interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Project; (11) Landlord's general corporate overhead and general and administrative expenses not specifically incurred in the management, maintenance and operation of the Project; (12) costs incurred in correcting any non-compliance of the Project with applicable requirements of municipal, county, state, federal and other applicable governmental authorities where such non-compliance was existing as of the delivery of possession of the Premises to Tenant; (13) costs incurred:  (x) to comply with Governmental Requirements with respect to any Hazardous Substances (as defined below) which were in existence in, on, under or about the Project (or any portion thereof) prior to the Lease Commencement Date, and were of such a nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such Hazardous Substances, in the state, and under the conditions that they then existed in, on, under or about the Project, would have then required the removal, remediation or other action with respect thereto; (y) with respect to

 

Hazardous Substances which migrate to the Project from other property after the date hereof; and/or (z) with respect to Hazardous Substances which are disposed of or otherwise introduced into, on, under or about the Project after the date hereof by Landlord or Landlord's agents, employees, contractors or licensees (including any other tenants of the Project); provided, however, Operating Expenses shall include costs incurred in connection with the clean-up, remediation, monitoring, management and administration of (and defense of claims related to) the presence of (i) Hazardous Substances used by Landlord (provided such use is not negligent and is in compliance with Governmental Requirements) in connection with the operation, repair and maintenance of the Project to perform Landlord's obligations under this Lease (such as, without limitation, fuel oil for generators, cleaning solvents, and lubricants) and which are customarily found or used in Comparable Buildings and (ii) Hazardous Substances created, released or placed in the Premises, Building or the Project by Tenant (or Tenant's Affiliates or their subtenants, contractors, employees or agents) prior to or after the Lease Commencement Date (unless such costs are recovered directly from Tenant under this Lease, in which case, such costs recovered directly from Tenant shall not also be included in Operating Expenses); (14) increased costs of performance arising from Landlord's gross negligence or willful misconduct; (15) costs arising from Landlord's charitable or political contributions; (16) costs (other than ordinary maintenance) for sculpture, paintings and other objects of art; (17) costs for which Landlord is reimbursed or entitled to be reimbursed by condemnation proceeds, other tenants or any other source; (18) rentals incurred in leasing HVAC systems, elevators or other equipment that if purchased rather than rented, would constitute a capital item that is excluded, except for (i) rental costs incurred in making repairs or in keeping Building systems in operation while repairs are being made and (ii) rental costs of equipment not affixed to the Building that is used in providing janitorial or similar services; (19) any damage and repairs covered under any insurance policy carried by, or required to be carried by, Landlord; (20) any bad debt loss, rent loss, or reserves for bad debt loss or rent loss; (21) costs incurred in connection with the operation of the business of the entity constituting Landlord, as distinguished from the costs of operating the Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building; (22) costs for which Landlord has been compensated by a management fee to the extent that the inclusion of such costs in Operating Expenses would result in a double charge; (23) the cost of any "tenant relations" parties, events or promotions (other than one (1) annual BBQ); (24) costs of insurance (i) for Landlord's errors and omissions insurance or (ii) for Landlord's pollution legal liability insurance; (25) costs to repair or replace the Project resulting from any fire or other casualty to the extent covered by insurance proceeds or condemnation awards; (26) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the original design, materials or workmanship of the Project; (27) costs incurred in installing, operating and maintaining any specialty improvement not normally installed, operated and maintained in projects comparable to the Building, including, without limitation, an observatory, luncheon club, or athletic or recreational facilities; (28) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, parking privileges, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to asset managers, leasing agents, promotional directors, officers, directors, or executives of Landlord that are above the rank of property manager or the Building chief engineer; (29) interest, penalties or other costs arising out of Landlord's failure to make timely payment of its obligations; (30) property management fees in excess of the amount set forth in clause (j) above; (31) sale or financing costs incurred in connection with any sale, financing or refinancing of the Project; (32) costs and expenses of providing HVAC service to other tenant spaces in the Building outside of Building Hours (as defined below); (33) the cost of labor and employees with respect to personnel not located at the Building on a full-time basis unless such costs are appropriately allocated between the Building and the other responsibilities of such personnel; (34) costs for janitorial services for any rentable area in the Project to the extent Tenant provides such services to the Premises at its own cost; (35) expenses in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged directly but which are provided to another tenant or occupant of the Building; (36) legal fees, accountants' fees and other expenses incurred in connection with disputes with Tenant, tenants or other occupants or associated with the enforcement of any leases or defense of Landlord's title to or interest in the Building or any part thereof; (37) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord in the Building; (38) advertising or promotional expenditures, and the costs of acquiring and installing signs in or on any of the Building identifying the owner of the Building or any other tenant or occupant of the Building; (39) the cost of repairs or other work resulting from a casualty or occurrence with regard to which either Landlord or Tenant elects to terminate this Lease; and (40) costs relating to the repair of structural portions of the roof membrane or foundations.

 

Notwithstanding any other provision herein to the contrary, it is agreed that in the event the Building is not at least ninety-five percent (95%) occupied for the entire year during any calendar year of the Lease Term, an adjustment shall be made in computing the Operating Expenses which vary by occupancy for such year so that the Operating Expenses which vary by occupancy shall be computed for such year as though the Building had been ninety-five percent (95%) occupied for the entire year during such year.  Landlord and Tenant agree that Expense Rent shall be paid from and after the Base Year during the entire term of this Lease continuing through the Lease Expiration Date.  In the event that (a) assessments for any community facilities district are included in Operating Expenses for the Base Year and (b) in any calendar year after the Base Year such community facilities district assessments are not payable, then for purposes of determining Operating Expenses for the Base Year the amount of the community facilities district assessment for that Base Year shall be excluded from Operating Expenses.  Base Year Operating Expenses shall not include market-wide labor-rate increases due to extraordinary circumstances, including, but not limited to, boycotts and strikes, and utility rate increases due to extraordinary circumstances including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages.  If types of insurance coverage are not carried in any calendar year following the Base Year, or if the amounts of insurance coverage are decreased during any calendar year following the Base Year, Landlord may adjust the Base Year to exclude the costs of such insurance not carried or to reflect the decreased amounts of such insurance coverage, as the case may be.  In addition, during the Lease Term or any extension thereto, the Base Year for the Operating Expenses shall be increased to include the amount of any new line item category of Operating Expenses (a "New Line Item") that was not included in the Base Year for the Operating Expenses, and is included in Operating Expenses in the calendar year that such New Line Item occurs (and, if the subject period is a portion of a calendar year, the amount of the Base Year for Operating Expenses shall be grossed up to represent a full calendar year for both the Base Year and the calendar year in which the New Line Item first is incurred) and, following the expiration of the calendar year during which the New Line Item initially occurs, Tenant shall be liable for Tenant's Share of increases in Operating Expenses over the adjusted amount of the Base Year for Operating Expenses; provided, however, that any Operating Expenses that are renamed, altered or re-categorized (by applicable Law or otherwise) or that otherwise in substance were included in the Base Year for Operating Expenses shall not be included in or treated as a New Line Item for purposes of this paragraph.  Notwithstanding the foregoing, in no event shall any excess in Operating Expenses for any calendar year following the Base Year but preceding the calendar year in which the New Line Item occurs be retroactively adjusted as a result of such increase in the Base Year Operating Expenses, and in no event shall Tenant be entitled to a credit as a result of such increase.  In the event that during the Lease Term or any extension thereto, a category is removed from the Base Year (as opposed to shifted or combined with another category), and is omitted from Operating Expenses, the Base Year for Operating Expenses shall be reduced to reflect what Operating Expenses would have been in the Base Year had such category not been included in the Base Year.

 

 

Lease pursuant to Section 1951.2 of the California Civil Code.  If Tenant performs every provision of this Lease to be performed by Tenant, the unused portion of the Security Deposit shall be returned to Tenant or the last assignee of Tenant's interest under this Lease within 30 days following expiration or termination of the term of this Lease.

.  Landlord shall cause the following Basic Services to be provided on all days during the Lease Term, unless otherwise stated below.

 

delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease.  Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities.  Notwithstanding anything to the contrary in this Section 5.3 or elsewhere in this Lease, if (a) Landlord fails to provide Tenant with the HVAC service, electrical service or elevator service described in Section 5.1, or Landlord enters the Premises and such entry interferes with Tenant's reasonable use of the Premises (b) such failure or Landlord's entry is not due to any one or more Force Majeure events or to an event covered by Article 10, (c) Tenant has given Landlord reasonably prompt written or oral notice of such failure or that such entry by Landlord is unreasonably interfering with Tenant's use of the Premises (provided that such notice shall not be required in the event Landlord has actual knowledge that the failure to provide electrical services or elevator service or Landlord's entry is unreasonably interfering with Tenant's use of the Premises) and (d) as a result of such failure all or any part of the Premises are rendered unusable by Tenant (and, as a result, all or such part of the Premises are not used by Tenant during the applicable period) for more than five (5) consecutive business days, then Tenant shall be entitled to an abatement of Rent proportional to the extent to which the Premises are thereby rendered unusable by Tenant, commencing with the later of (i) the sixth business day during which such untenantability continues or (ii) the sixth business day after Landlord receives such notice from Tenant, until the Premises (or part thereof affected) are again usable or until Tenant again uses the Premises (or part thereof rendered unusable) in its business, whichever first occurs.  The foregoing rental abatement shall be Tenant's exclusive remedy therefor.  Notwithstanding the foregoing, the provisions of Article 10 below and not the provisions of this subsection shall govern in the event of casualty damage to Premises or Building and the provisions of Article 12 below and not the provisions of the subsection shall govern in the event of condemnation of all or part of the Premises or Building.

 

 

 

of such Alterations shall be insured by Tenant pursuant to Article 9 immediately upon completion thereof.  In addition, with respect to Alterations costing in excess of $100,000.00, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.  Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the Office of the Recorder of the County of Marin in accordance with Section 8182 of the Civil Code of the State of California or any successor statute and Tenant shall deliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

.  The cost of all Alterations shall be paid by Tenant.  In the event Tenant orders any Alteration or repair directly from Landlord, or from the contractor selected by Landlord, the charges for such work shall be deemed Additional Rent under this Lease, payable upon billing therefor, either periodically during construction or upon the substantial completion of such work, at Landlord's option.  Upon completion of such work, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials.  If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord the cost thereof, together with a mutually agreeable fee to cover overhead, general conditions, fees and other costs and expenses arising from Landlord's involvement with such work.  If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord's actual, out-of-pocket costs to review plans, specifications and working drawings.

Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Project or Premises or any part thereof, and any and all liens and encumbrances created by Tenant shall attach to Tenant's interest only.  Landlord shall have the right at all times to post and keep posted on the Premises any notice which it deems necessary for protection from such liens.  Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Project or the Premises or any part thereof with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and in case of any such lien attaching or notice of any lien, Tenant covenants and agrees to cause it to be released and removed of record (by bonding or otherwise) within twenty (20) days after receipt of

 

notice thereof.  Notwithstanding anything to the contrary set forth in this Lease, in the event that such lien is not released and removed on or before the expiration of such twenty (20) day period, Landlord, at its sole option, may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all sums, costs and expenses, including attorneys' fees and actual costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall immediately be due and payable by Tenant.

Tenant agrees that if Tenant does not procure and maintain such insurance continuously, then following written notice and the expiration of a five (5) business day cure period, Landlord may (but shall not be required to) procure such insurance on Tenant's behalf and Tenant shall pay to Landlord the cost thereof, as Additional Rent, within fifteen (15) days of Tenant's receipt of a bill therefor.

 

such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Project shall be damaged by fire or other casualty or cause whether or not the Premises are affected, and one or more of the following conditions is present:  (a) repairs cannot reasonably be completed within two hundred ten (210) days of the date of actual discovery of damage (when such repairs are made without the payment of overtime or other premiums), (b) the holder of any mortgage on the Building or ground or underlying lessor with respect to the Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (c) more than $250,000.00 of the damage is not covered, except for deductible amounts, by Landlord's insurance policies.

Notwithstanding anything to the contrary contained herein, if the Premises is wholly or partially damaged or destroyed within the final twelve (12) months of the then remaining Lease Term of this Lease (as the same may theretofore have been extended pursuant to this Lease), and repairs cannot be completed within sixty (60) days, then Landlord or Tenant may, at its option, elect to terminate the Lease as to the affected portion of the Premises, by giving the other party notice no later than thirty (30) days after the actual discovery of such damage or destruction.

Notwithstanding anything to the contrary in this Lease, if the damage is to the Premises or the Project Common Areas serving the Premises then, if Landlord's Estimate is more than two hundred ten (210) days after the date of actual discovery of damage and Landlord has not elected to terminate this Lease pursuant to this Article 10, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof within thirty (30) days following receipt of the Estimate.  If Tenant does not elect to terminate the Lease pursuant to the foregoing and the Premises and the Project Common Areas serving the Premises are not repaired and restored by Landlord within the number of repair days stated in the Estimate following the earlier of (i) the last day of the thirty (30) day period within which Tenant had to terminate the Lease or (ii) the date Tenant notified Landlord in writing that Tenant was not exercising the termination right and desires Landlord to promptly commence Landlord's repair work plus the number of days Landlord is delayed in completing restoration of the Premises and the Project Common Areas serving the Premises due to the acts or omissions of Tenant (including without limitation delays in approving plans and delivering insurance proceeds), then Tenant may terminate the Lease by written notice to Landlord given at any time prior to the date Landlord completes the repair work; provided that if Landlord completes the restoration of the Premises and the Project Common Areas serving the Premises within thirty (30) days after receipt of Tenant's notice, then Tenant's termination shall be ineffective and the Lease shall remain in full force and effect.

Upon any such termination of this Lease pursuant to this Section 10.2, Tenant shall pay Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term.

No waiver of any provision of this Lease shall be implied by any failure of either party to enforce any remedy on account of the violation of such provision, even if such violation shall continue or be repeated subsequently, any waiver by any party of any provision of this Lease may only be in writing, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated.  No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or Tenant's right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment

 

for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

.  If any material portion of the Project shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking to such an extent as to render untenantable the entirety of the Premises or such a material portion of the Premises that Tenant's operation from the remainder of the Premises is not reasonably practicable as reasonably determined by the parties, either party shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority by written notice to the other party by the effective date of such taking.  Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, other than a claim for any separate award attributable to the value of any personal property or trade fixtures of Tenant which are taken, costs of Tenant's relocation, and Tenant hereby assigns to Landlord all of Tenant's interest in, and Landlord shall be entitled to receive, the entire amount of any other award without deduction for any estate or interest of Tenant (including, without limitation, any award attributable to the value of the remaining Lease Term of this Lease).  If neither Tenant nor Landlord so elects to terminate, Landlord shall, to the extent of proceeds received, commence to restore the Premises to substantially their same condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for the Monthly Base Rent and Tenant's obligation for payment of Tenant's Expenses Excess corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration.  Nothing contained in this Section 12.1 shall be deemed to give Landlord any interest in any award made to Tenant for the taking of Tenant's personal property and trade fixtures or for Tenant's costs of relocation.

Tenant shall, within thirty (30) days after written request by Landlord, reimburse Landlord for all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Landlord in connection with its review of a proposed Transfer not to exceed $2,000 in connection with any particular Transfer so long as Tenant and the proposed transferee execute Landlord's standard form of consent document without negotiation.

If Landlord consents to any Transfer pursuant to the terms of this Section 13.2 (and does not exercise any recapture rights Landlord may have under Section 13.3 of this Lease), Tenant may within six (6) months after Landlord's consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 13.1 of this Lease, provided that if there are any changes in the terms and conditions for those specified in the Transfer Notice such that (i) Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 13.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 13 (including Landlord's right of recapture under Section 13.3 of this Lease).

If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a

 

monthly rate equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period of the Lease Term under this Lease.  Such month-to month tenancy shall be subject to every other term, covenant and agreement contained herein.  Nothing contained in this Lease shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease.  The provisions of this Lease shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.  If Tenant fails to surrender the Premises thirty (30) days after the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding Tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.

the Landlord's rights and remedies under the Lease, as provided by California Civil Code Section 1951.4, including the right to recover rent as it becomes due, so long as Landlord does not terminate Tenant's right to possession.  Acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession.  At any time subsequent to vacation or abandonment of the Premises by Tenant, Landlord may give notice of termination and shall thereafter have all of the rights set forth in Section 17.2 (b) below.

     by Landlord for Tenant's account or in any account provided for herein to enjoin such breach or threatened breach, and to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings and other remedies were not provided for in this Lease.

.

     Landlord's gross negligence or willful misconduct.  From time to time, upon request of Landlord, Tenant shall supply Landlord with a list of license plate numbers of all automobiles owned by its employees and agents granted parking privileges.

     review the list of chemicals provided by the Tenant and/or inspect the Premises if any violation of Environmental Requirements in the Premises arising from Tenant's use of Hazardous Substances is discovered.

21.1            Landlord shall provide Tenant with written notice (the "Availability Notice") from time to time when Landlord determines that any Offer Space (as defined below) will become Available (as defined below).  Landlord shall provide the Offer Notice to Tenant within fifteen (15) days after the date on which Landlord determines that the particular Offer Space (the "Specific Offer Space") will become Available.  As used herein, "Available" means that the space (i) is not part of the Premises, (ii) is not then subject to a lease, and (iii) is not then subject to any rights of tenant to renew their lease or expand their premises as set forth in their lease.  As of the Lease Date, Landlord represents and warrants that the Offer Space is not subject to any rights of tenants under existing leases.  As of the Lease Date, Landlord is negotiating a lease in the Building with EDG.  Landlord shall have no obligation to give an Availability Notice with respect to the space leased by EDG, including without limitation any space as to which EDG has a fixed obligation to include in its premises; provided that with respect to any other expansion right of EDG, that expansion right shall be subordinate to the rights of Tenant under this Article 21.  As used herein, "Offer Space" means all space in the Building not leased by Tenant.  The Availability Notice shall:

21.2            If Tenant wishes to exercise Tenant's rights set forth in this Article 21 with respect to the Specific Offer Space, then within three (3) business days of delivery of the Availability Notice to Tenant, Tenant shall deliver irrevocable notice to Landlord (the "First Offer Exercise Notice") of Tenant's intention to exercise its first right with respect to all of the Specific Offer Space.  If Tenant, concurrently with Tenant's exercise of the first offer right, notifies Landlord that it does not accept Landlord's determination of Fair Market Rental Rate set forth in the Availability Notice, the Fair Market Rental Rate of the Specific First Offer Space shall be determined in accordance with the procedures set forth in Sections 3.3(b), (d) and (e), except that (a) the Outside Agreement Date under Section 3.3(d) shall be the date that is thirty (30) days after Tenant delivers the First Offer Exercise Notice, (b) the Base Year shall be the calendar year in which the Specific Offer Space Delivery Date falls, (c) the term "Option Rent" shall mean the Fair Market Rental Rate, and (d) the term "Option Term" shall mean (i) the remaining term of this Lease, if the Specific Offer Deliver Date is prior to the date which is three (3) years prior to the Lease Expiration Date and (ii) the Special Offer Space Term, if the Specific Offer Deliver Date is on or after the date which is three (3) years prior to the Lease Expiration Date.  Otherwise, the Fair Market Rental Rate shall be as set forth in the Availability Notice.  Tenant must elect to exercise its first offer right, if at all, only with respect to all the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease a portion of that space. Rent with respect to any Specific Offer Space which Tenant elects to Lease shall commence on the date Landlord delivers possession of the Specific Offer Space to Tenant (the "Actual Offer Space Delivery Date") and if the Specific First Offer Space is not delivered to Tenant within ninety (90) days after the Specific Offer Space Delivery Date set forth in the applicable Availability Notice, then Tenant may terminate Tenant's leasing of such Specific First Offer Space to Tenant at any time thereafter and prior to delivery of such Specific First Offer Space to Tenant.

21.3            In the event Tenant fails to give a First Offer Exercise Notice in response to any Availability Notice, Landlord shall be free for one hundred eighty (180) days to lease that Specific Offer Space to anyone on any terms, without any obligation to provide Tenant with any further right to lease that space.  If Landlord fails to lease the Specific Offer Space within such one hundred eighty (180) day period, then Landlord shall provide a new Availability Notice to Tenant and Section 21.2 above shall apply to such new Availability Notice.

21.4            If Tenant timely and validly gives the First Offer Exercise Notice, then beginning on the Actual Offer Space Delivery Date and continuing for the balance of the Term (including any extensions) and continuing (i) if the Specific Offer Space Delivery Date is on or before the Cut Off Date, for the balance of the Term (including any extensions), or (ii) if the Specific Offer Space Delivery Date is after the Cut Off Date, for the Offer Space Term:

 

21.5            Promptly following Tenant's delivery of a First Offer Exercise Notice, Landlord and Tenant shall enter into an amendment to this Lease confirming the addition of the Specific Offer Space to the Premises on the terms and conditions set forth in this section, but the parties failure to execute or deliver such amendment shall not affect the enforceability of the First Offer Exercise Notice.  If the Specific First Offer Space is not delivered to Tenant within ninety (90) days after the Specific Offer Space Delivery Date set forth in the applicable Availability Notice, then Tenant may terminate Tenant's leasing of such Specific First Offer Space to Tenant at any time thereafter and prior to delivery of such Specific First Offer Space to Tenant by providing written notice to Landlord.

21.6            Tenant's rights and Landlord's obligations under this Article 21 are expressly subject to and conditioned upon there not existing an Event of Default by Tenant under this Lease, either at the time of delivery of the First Offer Exercise Notice or at the time any Specific Offer Space is to be added to the Premises.

21.7            It is understood and agreed that Tenant's rights under this Article 21 are personal to Tenant and not transferable (other than to a Permitted Transferee).  In the event of any assignment of the Premises (other than to a Permitted Transferee), this expansion right shall automatically terminate and shall thereafter be null and void.

22.1            During the period beginning on the last occur of (a) the full and final execution of this Lease by Landlord and Tenant, (b) delivery of the Security Deposit and all prepaid rental, if any, required under this Lease, (c) delivery of all initial certificates of insurance required by this Lease (which certificates of insurance shall cover the Temporary Space during the Temporary Space Term, as hereinafter defined), and (d) Landlord's delivery to Tenant of the Temporary Space with the Temporary Improvements (as defined in Exhibit D attached hereto) Substantially Completed (as defined in Exhibit D attached hereto) (the "Temporary Space Commencement Date") and ending on the Lease Commencement Date (as defined below) of this Lease (such period being referred to herein as the "Temporary Space Term"), Landlord shall allow Tenant to use approximately 19,460 rentable square feet of space known as Suite No. 100 located as shown on Exhibit A 1 of this Lease (the "Temporary Space") for general office use only.  During the Temporary Space Term, the Temporary Space shall be deemed the "Premises" and Hangar 7 shall be deemed the Building for purposes of Article 9 of the Lease.  Landlord shall improve the Temporary Space with the Temporary Improvements in accordance with the Work Letter attached hereto as Exhibit D.  Except for the Temporary Improvements, such Temporary Space shall be accepted by Tenant in its "as‑is" condition and configuration, it being agreed that Landlord shall be under no obligation to perform any work in the Temporary Space (other than the Temporary Improvements) or to incur any costs in connection with Tenant's move in or occupancy of the Temporary Space.  Any Alterations made by Tenant to the Temporary Space shall be made in accordance with Article 7 above; provided that the provisions concerning Permitted Alterations shall not apply.  Except for the Temporary Improvements, all costs in connection with making the Temporary Space ready for occupancy by Tenant shall be the sole responsibility of Tenant.

22.2            The Temporary Space shall be subject to all the terms and conditions of the Lease except as expressly modified herein, provided that Base Rent for the Temporary Space during the Temporary Space Term shall be $19,460.00 each month during the Temporary Space Term, payable in accordance with the Lease, with the first installment due on the date Landlord delivers possession of the Temporary Space to Tenant.  If the Temporary Space Term commences on other than the first day of a calendar month or ends on other than the last day of a calendar month, then the monthly Base Rent payable for the Temporary Space for any such partial month shall be prorated to reflect the actual number of days of such partial month falling within the Temporary Space Term.  Tenant shall not be required to pay Expense Rent for the Temporary Space during the Temporary Space Term.  Tenant shall not be entitled to receive any allowances, abatement or other financial concession in connection with the Temporary Space which was granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Temporary Space, and the Temporary Space shall not be subject to any renewal or expansion rights of Tenant under the Lease.  Landlord and Tenant presently anticipate that  Substantial Completion of the Temporary Improvements will occur and possession of the Temporary Space will be tendered to Tenant in the condition required by this Lease on or about June 1, 2013 (the "Estimated Temporary Space Delivery Date").  If Substantial Completion of the Temporary Improvements has not occurred (and possession of

 

the Temporary Space delivered to Tenant) by the Outside Temporary Space Delivery Date (as defined below), then Tenant shall be entitled by notice in writing to Landlord thereafter to cancel this Lease, in which event the parties shall be discharged from all obligations hereunder and Landlord shall return any prepaid rent and the security deposit forth with to Tenant; provided further, however, that if such written notice of Tenant is not received by Landlord prior to the date of Substantial Completion of the Temporary Improvements (and delivery of possession of the Temporary Space to Tenant), Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect.  The term "Outside Temporary Space Delivery Date" initially means August 1, 2013, but shall be extended by one day for every one day in delay in substantial completion of the Tenant Improvements caused by (i) Tenant Delays (as defined in Exhibit D) and/or (ii) any other one or more Force Majeure events.

22.3            Upon termination of the Temporary Space Term, Tenant shall vacate the Temporary Space and deliver the same to Landlord in the same condition that the Temporary Space was delivered to Tenant, ordinary wear and tear excepted and damage by casualty excepted.  At the expiration or earlier termination of the Temporary Space Term, Tenant shall remove all debris, all items of Tenant's personalty, and any trade fixtures of Tenant from the Temporary Space but Tenant shall not be required to remove Lines unless requested to do so by Landlord.  Tenant shall be fully liable for all damage Tenant or Tenant's agents, employees, contractors, or subcontractors cause to the Temporary Space.

22.4            Tenant shall have no right to hold over or otherwise occupy the Temporary Space at any time following the expiration or earlier termination of the Temporary Space Term, and any such holdover shall be governed by Article 15 of this Lease.

22.5            Tenant may commence move-in to the Premises from and after the date of Substantial Completion of the Tenant Improvements by Landlord.   Within thirty (30) days after receipt of invoices evidencing the cost of the same, Landlord shall reimburse Tenant for the reasonable actual costs incurred by Tenant in moving any of Tenant's furniture, fixtures, equipment or other personal property from the Temporary Space to the Premises.  Such moving costs shall include, without limitation, the cost of disassembling and reassembling of any of Tenant's furniture, fixtures and equipment and packing and unpacking of any of Tenant's furniture, fixtures and equipment including labor, materials and shipping, but shall exclude any telecommunications cabling or connections.  Tenant shall bid out the moving work described in this Section 22.5 to at least three (3) reputable moving companies licensed to do business in California.  Tenant shall select the moving company that is the lowest bidder to perform such work subject unless Landlord otherwise approves.  Tenant shall be solely responsible for the costs incurred by Tenant in moving Tenant's Lab/Tissue Culture and Research and Development equipment and facilities, wherever they may be located.

22.6            Within 30 days after receipt of invoices evidencing the cost of the same, Landlord shall reimburse Tenant for the reasonable actual costs incurred by Tenant for installation and connection (but not acquisition or purchase) of telecommunications equipment in the Temporary Space.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

"LANDLORD":

HAMILTON MARIN, LLC,
a California limited liability company

By:              Barker Pacific Group, Inc., a Delaware
              corporation, Its Authorized Signatory

By: /s/ Michael D. Barker
              Michael D. Barker,
              Managing Director

"TENANT":

RAPTOR PHARMACEUTICAL CORP.
a Delaware corporation




By: /s/ Georgia Erbez

Print Name: Georgia Erbez

Its: 4/22/2013

ALL THAT CERTAIN real property situate in the City of Novato, County of Marin, State of California, described below as follows:

PARCEL ONE:

Being a portion of Lots 5 and 8, as shown upon that certain Map entitled "Map of Hamilton Field, a Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, State of California", filed for record December 18, 1995  in Volume 21  of Maps, at  Page 45, Marin County Records, as established by that certain Lot Line Adjustment evidenced by that certain Grant Deed dated August 3, 1999, and filed for record September 2, 1999, as Instrument No. 1999-0066626, Marin County Records, being more particularly described as follows:

BEGINNING at the Southerly corner of said Lot 8, also being the Westerly corner of Lot 7 of said map; thence along the Southeast line of said Lot 8, also being the Northwest line of said Lot 7, North 59º55'00" East, 193.56 feet to the point of beginning from this described parcel; thence leaving the Southeast line of said Lot 8, North 30º05'34" West, 452.10 feet to the Northerly line of said Lot 8, also being the Southerly line of Lot 9, as said Lot 9 is shown on said map; thence along the line common to said Lots 8 and 9 and Lots 4 and 5, North 59º55'00" East 339.44 feet to the Northerly corner of said Lot 5, also being the Easterly corner of said Lot 4; thence along the Northeast line of said Lot 5, South 29º56'04" East 452.10 feet to the Southeast corner of said Lot 5, also being the Northwest corner of Lot 6 as said Lot 6 is shown on said map; thence along the common line of said Lots 5 and 6 and said Lots 7 and 8, South 59º55'00" West 338.19 feet to the point of beginning.

Reserving therefrom a non-exclusive easement for access and utility purposes over a strip of land, 30 feet wide and lying Southeasterly of and contiguous to the Northwesterly line of the above described parcel.

Said easement to be appurtenant to and for the benefit of Lot 4, map above referred to.

PARCEL TWO:

Being a portion of Lots 6 and 7, as shown upon that certain Map entitled "Map of Hamilton Field, a Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, State of California", filed for record December 18, 1995  in Volume 21  of Maps, at  Page 45, Marin County Records, as established by that certain Lot Line Adjustment evidenced by that certain Grant Deed dated August 3, 1999, and filed for record September 2, 1999, as Instrument No. 1999-0066627, Marin County Records, being more particularly described as follows:

Beginning at the Southerly corner of Lot 7, of said map, also being the Westerly corner of Parcel A, as said Parcel A is shown upon that certain Map entitled, "Record of Survey of a Portion of the Hamilton Air Force Military Reservation Map", filed for record January 24, 1983 in Book 18 of Surveys, at Page 21, Marin County Records; thence along the Southeast line of said Lot 7, North 59º 55' 00" East, 194.80 feet to the point of beginning for this described parcel; thence leaving the Southeast line of said Lot 7, North 30º 05' 34" West, 452.10 feet to the Northwest line of said Lot 7, also being the Southeast line of Lot 8, as shown on said "Map of Hamilton Field"; thence along the line common to said Lots 7 and 8 and Lots 5 and 6, North 59º55'00" East 338.19 feet to the Northerly corner of said Lot 6 also being the Easterly corner of said Lot 5; thence along the Northeast line of said Lot 6, South 29º56'04" East 452.10 feet to the Southeast corner of said Lot 6, also being the Northwest line of said Parcel A; thence along the common line of said Lots 6 and 7 with said Parcel A, South 59º55'00" West 336.95 feet to the point of beginning.

 

PARCEL THREE:

Being a portion of Lot 7, as shown upon that certain Map entitled "Map of Hamilton Field, a Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, State of California", filed for record December 18, 1995  in Volume 21  of Maps, at  Page 45, Marin County Records, as established by that certain Lot Line Adjustment evidenced by that certain Grant Deed dated August 3, 1999, and filed for record September 2, 1999, as Instrument No. 1999-0066628, Marin County Records, being more particularly described as follows:

Beginning at the Southerly corner of Lot 7, of said map, also being the Westerly corner of Parcel A, as said Parcel A is shown upon that certain Map entitled, "Record of Survey of a Portion of the Hamilton Air Force Military Reservation Map", filed for record January 24, 1983 in Book 18 of Surveys, at Page 21, Marin County Records; thence along the Southeast line of said Lot 7, North 59º 55' 00" East, 194.80 feet to the point of beginning for this described parcel; thence leaving the Southeast line of said Lot 7, North 30º 05' 34" West, 452.10 feet to the Northwest line of said Lot 7, also being the Southeast line of Lot 8, as shown on said "Map of Hamilton Field"; thence along the line common to said Lots 7 and 8, South 59º 55' 00" West 193.56 feet to the Westerly corner of said Lot 7 also being the Southerly corner of said Lot 8; thence along the Southwest line of said Lot 7, South 29º 56' 04" East, 452.10 feet to the Northwest line of said Parcel A, also being the Southeast corner of said Lot 7; thence along the common line of said Lot 7 and said Parcel A, North 59º 55' 00' East 194.80 feet to the point of beginning.

PARCEL THREE A:

A non-exclusive easement for access and utility purposes over a strip of land 5 feet wide and lying Northwesterly of and contiguous to the Southeasterly line of Lot 8, as created by and shown upon that certain Map entitled "Map of Hamilton Field, a Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, State of California", filed for record December 18, 1995  in Volume 21  of Maps, at  Page 45, Marin County Records.

PARCEL FOUR:

Being a portion of Lot 8, as shown upon that certain Map entitled "Map of Hamilton Field, a Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, State of California", filed for record December 18, 1995  in Volume 21  of Maps, at  Page 45, Marin County Records, as established by that certain Lot Line Adjustment evidenced by that certain Grant Deed dated August 3, 1999, and filed for record September 2, 1999, as Instrument No. 1999-0066629, Marin County Records, being more particularly described as follows:

BEGINNING at the Southerly corner of said Lot 8, also being the Westerly corner of Lot 7 of said map; thence along the Southeast line of said Lot 8, also being the Northwest line of said Lot 7, North 59º55'00" East 193.56 feet to the point of beginning for this described parcel; thence leaving the Southeast line of said Lot 8, North 30º05'34" West 452.10 feet to the Northwest line of said Lot 8, also being the Southeast line of Lot 9, as shown on said map; thence along the line common to said Lots 8 and 9, South 59º55'00" West 192.31 feet to the Westerly corner of said Lot 8, also being the Southerly corner of said Lot 9; thence along the Southwest line of said Lot 8, South 29º56'04" East 452.10 feet to the Southeast corner of said Lot 8, also being the Northwest corner of said Lot 7; thence along the common line of said Lots 7 and 8, North 59º55'00" East 193.56 feet to the point of beginning.

EXCEPTING THEREFROM Parcel 'D' as shown on said "Map of Hamilton Field".

Reserving therefrom a non-exclusive easement for access and utility purposes over a strip of land 30 feet wide and lying Southeasterly of and contiguous to the Northwesterly line of the above described parcel.

Said easement to be appurtenant to and for the benefit of Lots 4 and 9, map above referred to.

PARCEL FIVE:

A NON-EXCLUSIVE easement for access and utility purposes over a strip of land 25 feet wide and lying Southeasterly of and contiguous to the Northwesterly line of Parcel Three above described, as created in the deed recorded November 9, 1999, as Instrument No. 1999-81106, Marin County Records.

 

SAID EASEMENT to be appurtenant to and for the benefit of Parcels One, Two and Four herein described.

PARCEL SIX:

LOTS 3, 4, 9 and 10, as shown upon that certain Map entitled "Map of Hamilton Field, A Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, California", filed for record December 18, 1995 in Volume 21 of Maps, at Page 45, Marin County Records.

EXCEPTING THEREFROM that portion of Lot 3 conveyed to the Novato Sanitary District by deed recorded February 23, 2000, as Instrument No. 2000-09349, Marin County Records, and more particularly described as follows:

BEGINNING at a point on the Northerly boundary of said Lot 3, as shown on said map, said point of beginning lies North 59º55'00", East 308.42 feet along the Northerly boundary of said Lot 3 from the Northwesterly corner of said Lot 3 and South 59º55'00" West 69.12 feet from the Northeasterly corner of said Lot 3; thence from said point of beginning leaving said Northerly line South 30º05'00" East 25.00 feet; thence South 59º55'00" West 27.00 feet; thence North 30º05'00" West 25.00 feet to said Northerly boundary of said Lot 3; thence along said Northerly boundary North 59º55'00" East 27.00 feet to the point of beginning.

PARCEL SEVEN:

A non-exclusive easement for access and utility purposes over a strip of land 30 feet wide and lying Southeasterly of and contiguous to the Southeasterly lines of Lots 4 and 9, as shown upon that certain Map entitled "Map of Hamilton Field, A Subdivision of the Lands of New Hamilton Partnership, City of Novato, County of Marin, California", filed for record December 18, 1995  in Volume 21 of Maps, at Page 45, Marin County Records.

Said easement to be appurtenant to and for the benefit of Lots 4 and 9 of the map above referred to.

This Tenant Work Letter ("Tenant Work Letter") sets forth the terms and conditions relating to the construction of improvements for the Premises.  All references in this Tenant Work Letter to "the Lease" shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit C.

Prior to the execution of this Lease, Landlord and Tenant have approved a detailed space plan for the construction of certain improvements in the Premises, which space plan has been prepared by Huntsman Architectural Group, dated March 21, 2013, a copy of which is attached hereto as Schedule 2 (the "Final Space Plan").  Based upon and in conformity with the Final Space Plan and the additional specification on Schedule 1 to this Tenant Work Letter (the "Additional Specifications"), Landlord shall cause its architect and engineers to prepare and deliver to Tenant, for Tenant's approval, detailed specifications and engineered working drawings for the tenant improvements shown on the Final Space Plan and the Additional Specifications (the "Working Drawings").   The Working Drawings shall incorporate modifications to the Final Space Plan and the Additional Specifications as necessary to comply with the floor load and other structural and system requirements of the Building.  Within three (3) business days after Tenant's receipt of the Working Drawings, Tenant shall approve or disapprove the same, which approval shall not be unreasonably withheld and only if Tenant delivers to Landlord, within such three (3) business days period, specific changes proposed by Tenant; provided, that Tenant may not propose any change which (i) would be of a quality lower than the quality of the standard tenant improvement items for the Building; and/or (ii) require any changes to the Base, Shell and Core or structural improvements or systems of the Building.  If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant's approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Working Drawings until the same are finally approved by Landlord and Tenant.  If any changes to the Working Drawings proposed by Tenant (A) are not shown on the Final Space Plan, (B) are not set forth in the Additional Specifications or (C) would cost more than standards specifically set forth in the Additional

 

Specifications, then Tenant shall pay the cost thereof (or, the incremental increase in cost thereof over the standards in the Additional Specifications, if applicable), which payment shall be made to Landlord in cash within ten (10) days after Tenant's receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the actions described in the first sentence of Section 3 below.  Upon Landlord's and Tenant's approval of the Working Drawings, the same shall be known as the "Approved Working Drawings." The tenant improvements shown on the Approved Working Drawings shall be referred to herein as the "Tenant Improvements."  Once the Approved Working Drawings have been approved by Landlord and Tenant, Tenant shall make no changes, change orders or modifications thereto ("Changes") without the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed, but which consent may be withheld in Landlord's sole discretion if such change or modification would: (x) be of a quality lower than the quality of the standard tenant improvement items for the Building; and/or (y) require any changes to the Base, Shell and Core or structural improvements or systems of the Building.  Landlord shall approve or reasonably disapprove any proposed Change within five (5) business days after Tenant's request.  If Landlord disapproves of any proposed Change, then Landlord shall state in reasonable detail its reasons for disapproving the proposed Change.  If Landlord fails to notify Tenant of Landlord's approval or disapproval of any proposed Change within such five (5) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a "Second Change Request") that specifically identifies the applicable Change and contains the following statement in bold and capital letters:  "THIS IS A SECOND REQUEST FOR APPROVAL OF A CHANGE PURSUANT TO THE PROVISIONS OF SECTION 2 OF EXHIBIT C TO THE LEASE.  IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE CHANGE."  If Landlord fails to respond to such Second Change Request within three (3) business days after receipt by Landlord, the Change in question shall be deemed approved by Landlord.  Following any request by Tenant for a Change, Landlord shall promptly deliver to Tenant written notice of the estimated costs that will be incurred to implement the proposed Change and the estimated Tenant Delay (if any) that will result from such Change ("Landlord's Change Notice").  After receipt of Landlord's Change Notice, if Tenant advises Landlord to proceed with the proposed Change, then the proposed Change shall be incorporated into the Approved Working Drawings. If any Changes proposed by Tenant (I) are not shown on the Final Space Plan, (II) are not set forth in the Additional Specifications or (III) would cost more than standards specifically set forth in the Additional Specifications, then Tenant shall pay the cost thereof (or, the incremental increase in cost thereof over the standards in the Additional Specifications, if applicable), which payment shall be made to Landlord in cash within ten (10) days after Tenant's receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the performance of such Change.

Landlord shall cause a reputable, licensed contractor designated by Landlord (the "Contractor") to (i) obtain all applicable building permits for construction of the Tenant Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner.  Landlord shall pay for the cost of the design and construction of the Tenant Improvements; provided that with respect to the improvements to be constructed for lab, tissue culture, research and development and a specific storage area (the "Specialized Improvements") in the portion of the Premises containing 3,205 rentable square feet in the aggregate and designated as "Specialized Improvements Areas" on the Final Space Plan (the "Specialized Improvements Areas"), Landlord's obligation shall be limited to an amount up to, but not exceeding, $30.00 per rentable square foot the Specialized Improvements Areas (or $96,150.00 in the aggregate) (the "Specialized Improvements Allowance").  Without deduction from the Specialized Improvement Allowance, Landlord shall construct the walls of the Specialized Improvements Areas finished on both sides and provide bare concrete tile floors.  Landlord shall obtain separate bids for the Specialized Improvements.  After receipt of the bids for the Specialized Improvements and prior to commencement of construction of the Specialized Improvements, Landlord will submit to Tenant a detailed budget for the Specialized Improvements (including a detailed break-down of costs by trade) (the "Budget").  Upon review of the Budget, at Tenant's sole option, Landlord and Tenant shall engage with the bidders in a value engineering process in respect of the Specialized Improvements in order to remove from the Specialized Improvements such

 

items as shall be acceptable to Tenant in its sole discretion (hereinafter, the "Value Engineering Process"). The Value Engineering Process shall be accomplished through the good faith efforts of Landlord and Tenant in the thirty (30) day period following the date upon which Landlord delivers the Budget to Tenant (such period, the "Value Engineering Period").  No supervision or construction management fee shall be owed to Landlord in connection with construction of the Tenant Improvements; provided that the foregoing limitation on supervision and construction management fees is not intended to exclude the fees payable to the Contractor pursuant to the construction contract with the Contractor.

Tenant shall pay for any costs of the Specialized Improvements in excess of the Specialized Improvements Allowance, which payment shall be made to Landlord in cash within ten (10) days after Tenant's receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the actions described in the first sentence of this Section 3.   Notwithstanding anything to the contrary set forth herein, the following costs and expenses to the extent relating to the Tenant Improvements only shall be borne by Landlord at no cost to Tenant (collectively, the "Excluded TI Costs"):  (i) costs incurred in connection with the design or construction of the Base, Shell and Core and any other work to the Building other than the Tenant Improvements (as affected by any Change); (ii) charges and expenses for Changes requested by Landlord, whether or not approved by Tenant, except for (1) Change that may be necessary to obtain any permits or that may be required by city officials or inspectors to comply with code rulings or interpretations, (2) any change to the Base, Shell and Core required by the Approved Working Drawings, and (3) Change relating to minor variations in the Approved Working Drawings (i.e. variations which are not inconsistent with the intent of the Approved Working Drawings); (iii) costs for which Landlord receives reimbursement from others, including, without limitation, insurers, boding companies, or sureties (if any), and warrantors; (iv) wages, labor, and overhead for overtime or premium time (unless approved by Tenant); (v) costs arising from, or in connection with, the presence of Hazardous Materials in, on, or under the Project; (vi) liens, penalties, and late charges attributable to Landlord's failure to pay any costs or fees required to be paid by Landlord pursuant to any contract or agreement to which Landlord is a party, except to the extent such failure is attributable to Tenant's (or Tenant's agents') failure to perform any of Tenant's obligations pursuant to this Work Letter; (vii) restoration costs in excess of insurance proceeds as a consequence of casualties; (viii) attorneys', experts', and other fees and costs in connection with disputes attributable to Landlord's failure to perform timely its covenants, obligations, and agreements pursuant to any contract or agreement to which Landlord is a party, except to the extent the foregoing are attributable to Tenant's (or Tenant's agents') failure to perform any of Tenant's obligations pursuant to this Tenant Work Letter; (viii) the cost of any changes necessary to correct violations of the Base, Shell and Core with applicable laws, unless the same are necessitated by reason of the installation of any of Tenant's specialized personal property in the Premises, or by Tenant's particular use or proposed use of the Premises; (ix) costs associated with bonding any contractors, subcontractors or vendors; and (x) costs of freight elevators, security, access to loading docks, utilities or HVAC utilized at the Building in connection with construction of the Tenant Improvements.

In no event shall Landlord be obligated to pay for any of Tenant's furniture, computer systems, telephone systems, equipment, telecommunications or data wiring or other personal property which may be depicted on the Construction Drawings; such items shall be paid for by Tenant.  Tenant shall not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the Allowance not used to pay for the cost of the design and construction of the Tenant Improvements.

then, notwithstanding anything to the contrary set forth in the Lease and regardless of the actual date of Substantial Completion, the Commencement Date shall be deemed to be the date the Commencement Date would have occurred if no Tenant Delays, as set forth above, had occurred.  Notwithstanding the foregoing to the contrary, no Tenant Delay shall be deemed to have occurred unless (A) Landlord has delivered to Tenant written notice (the "Tenant Delay Notice") specifying in reasonable detail the actions, inactions or circumstances Landlord claims constitute such applicable Tenant Delay, and (B) Tenant fails to cure such action, inaction or circumstance within one business day after Tenant's receipt of the Tenant Delay Notice.

SMRH:408132151.11	--

This Tenant Work Letter ("Tenant Work Letter") sets forth the terms and conditions relating to the construction of improvements for the Temporary Space.  All references in this Tenant Work Letter to "the Lease" shall mean the relevant portions of the Lease to which this Tenant Work Letter is attached as Exhibit D. The defined terms in this Tenant Work Letter shall be used solely for purposes of this Tenant Work Letter and the improvement of the Temporary Space.

1.1            Landlord has previously constructed the base, shell, and core (i) of the Temporary Space and (ii) of the floor(s) of the Building on which the Temporary Space are located (collectively, the "Base, Shell, and Core").  Landlord shall install in the Temporary Space certain "Temporary Space Improvements" (as defined below) pursuant to the provisions of this Tenant Work Letter.  Except for the Temporary Space Improvement work described in this Tenant Work Letter, Landlord shall not be obligated to make or pay for any alterations or improvements to the Temporary Space, the Building or the Project.

1.2            The Temporary Space Improvements exclude any dry fire suppression system or any millwork cabinets or countertops. Landlord shall cause the Temporary Space to be fully carpeted, but Landlord shall have the option to keep or replace carpeting in the Temporary Space using colors and materials selected by Landlord.  As part of the Temporary Improvements, Landlord agrees (i) to deliver the Temporary Space with the roof, HVAC system, electrical, plumbing and lighting in good working condition and (ii) to complete any code compliance upgrades (e.g. ADA upgrades) to the Temporary Space and the Project Common Areas resulting from performance of the Temporary Improvements.

Prior to the execution of this Lease, Landlord and Tenant have approved a detailed space plan for the construction of certain improvements in the Temporary Space, a copy of which is attached hereto as Schedule 1 (the "Final Space Plan") and working drawings prepared by Huntsman Architectural Group dated March 22, 2013, and identified as Sheets 1A-5.1, 6.1 and 7.1 (the "Approved Working Drawings").  The tenant improvements shown on the Approved Working Drawings shall be referred to herein as the "Temporary Space Improvements."  Tenant shall make no changes, change orders or modifications thereto without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion if such change or modification would: (i) directly or indirectly delay the Substantial Completion of the Temporary Space; (ii) increase the cost of designing or constructing the Temporary Space Improvements above the cost of the tenant improvements depicted in the Final Space Plan; (iii) be of a quality lower than the quality of the standard tenant improvement items for the Building; and/or (iv) require any changes to the Base, Shell and Core or structural improvements or systems of the Building.  The Final Space Plan and Approved Working Drawings shall be collectively referred to herein as, the "Construction Drawings."

 

Landlord shall cause a reputable, licensed contractor designated by Landlord (the "Contractor") to (i) obtain all applicable building permits for construction of the Temporary Space Improvements, and (ii) construct the Temporary Space Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner.  Except as otherwise provided in this Tenant Work Letter, Landlord shall pay for the cost of the design and construction of the Temporary Space Improvements.  In the event Tenant requests any changes, change orders or modifications to the Working Drawings and/or the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Temporary Space Improvements above the cost of the tenant improvements as described in the Final Space Plan, Tenant shall pay such increased cost to Landlord immediately upon Landlord's request therefor, and, in any event, prior to the date Landlord causes the Contractor to commence construction of the changes, change orders or modifications.  In no event shall Landlord be obligated to pay for any of Tenant's furniture, computer systems, telephone systems, equipment, telecommunications or data wiring or other personal property which may be depicted on the Construction Drawings; such items shall be paid for by Tenant.

4.1            Substantial Completion.  For purposes of this Lease, including for purposes of determining the Commencement Date, "Substantial Completion" of the Temporary Space shall occur on the date on which all of the following are satisfied: (i) the completion of construction of the Temporary Improvements in the Temporary Space pursuant to the Approved Working Drawings, with the exception of any punch list items ("Punch-List Items") and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or under the supervision of Contractor, (ii) the roof, HVAC system, electrical, plumbing and lighting are in good working condition and (iii) Tenant is legally permitted to occupy the Temporary Space.  Landlord shall use commercially reasonable efforts to cause all Punch-List Items to be completed within thirty (30) days after Substantial Completion.

4.2            Delay of the Substantial Completion of the Temporary Space.  If there shall be a delay or there are delays in the Substantial Completion of the Temporary Space as a direct, indirect, partial, or total result of any of the following (collectively, "Tenant Delays"):

4.2.1            Tenant's failure to timely approve the Working Drawings or any other matter requiring Tenant's approval;

4.2.2            a breach by Tenant of the terms of this Tenant Work Letter or the Lease;

4.2.3            Tenant's request for changes in any of the Construction Drawings;

4.2.4            Tenant's requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the estimated date of Substantial Completion of the Temporary Space, as set forth in the Lease;

4.2.5            changes to the Base, Shell and Core, structural components or structural components or systems of the Building requested by Tenant; or

4.2.6            any other acts or omissions of Tenant, or its agents, or employees.

 

then, notwithstanding anything to the contrary set forth in the Lease and regardless of the actual date of Substantial Completion, the Temporary Space Commencement Date shall be deemed to be the date the Temporary Commencement Date would have occurred if no Tenant Delays, as set forth above, had occurred. Notwithstanding the foregoing to the contrary, no Tenant Delay shall be deemed to have occurred unless (A) Landlord has delivered to Tenant written notice (the "Tenant Delay Notice") specifying in reasonable detail the actions, inactions or circumstances Landlord claims constitute such applicable Tenant Delay, and (B) Tenant fails to cure such action, inaction or circumstance within one business day after Tenant's receipt of the Tenant Delay Notice.

5.1            Tenant's Representative.  Tenant has designated Georgia Erbez and Virginia Keller as its sole representatives with respect to the matters set forth in this Tenant Work Letter, who shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.  Tenant may change Tenant's representative set forth in this Section 5.2 upon written notice to Landlord.

5.2            Landlord's Representative.  Landlord has designated Jonathan Matsoukis as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

5.3            Time of the Essence in This Tenant Work Letter.  Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days.  If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.  Both Landlord and Tenant shall use commercially reasonable, good faith, efforts and all due diligence to cooperate with each other to complete all phases of the Construction Drawings and the permitting process and to receive the permits, as soon as possible after the execution of the Lease.

5.4            Tenant's Lease Default.  Notwithstanding any provision to the contrary contained in the Lease, if an Event of Default by Tenant under the Lease or this Tenant Work Letter has occurred at any time on or before the Substantial Completion of the Temporary Space and remains after the expiration of applicable notice and cure periods, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, at law and/or in equity, Landlord shall have the right to cause Contractor to suspend the construction of the Temporary Space (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Temporary Space caused by such work stoppage as set forth in Section 4.2 of this Tenant Work Letter), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Temporary Space caused by such inaction by Landlord).

5.5            Periodic Meetings.  Landlord shall give to Tenant at least seventy-two (72) hours' notice of the time and place of the periodic construction meetings regarding the Temporary Improvements.  A representative of Tenant may attend such periodic construction meetings (either in person or by telephone) to discuss the status of the Temporary Improvements.  Landlord shall permit Tenant reasonable access to the Temporary Space at reasonable times during the construction of the Temporary Improvements to inspect and observe the work; provided, that Tenant shall not interfere with the performance of the Temporary Improvements (and any such interference shall be a Tenant Delay).

5.6            Warranty.  Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to the Temporary Improvements, which assignment shall be on a non-exclusive basis such that the warranties and guarantees may be enforced by Landlord and by Tenant.  Landlord agrees to use commercially reasonable efforts to cause the responsible contractor to remedy any construction defects during the first six (6) months after Substantial Completion of the Temporary Improvements.

5.7            Tenant's Entry Into the Temporary Space Prior to Substantial Completion.  Subject to the terms hereof and provided that Tenant and its agents do not interfere with Contractor's work in the Building and the Temporary Space, at Landlord's reasonable discretion, Contractor shall allow Tenant access to the Temporary Space

 

prior to the Substantial Completion of the Temporary Space for the purpose of Tenant installing overstandard equipment or fixtures (including Tenant's data and telephone equipment) in the Temporary Space.  Prior to Tenant's entry into the Temporary Space as permitted by the terms of this Section 5.7, Tenant shall submit a schedule to Landlord and Contractor, for their approval not to be unreasonably withheld, conditioned or delayed, which schedule shall detail the timing and purpose of Tenant's entry.  In connection with any such entry, Tenant acknowledges and agrees that Tenant's employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, unreasonably interfere with Landlord or Landlord's Contractor, agents or representatives in performing work in the Building and the Temporary Space, or unreasonably interfere with the general operation of the Building and/or the Project.  If at any time any such person representing Tenant shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or unreasonable interference, including, without limitation, labor disharmony, and Tenant fails to immediately institute and maintain corrective actions as directed by Landlord, then Landlord may revoke Tenant's entry rights upon twenty-four (24) hours' prior written notice to Tenant.  Tenant acknowledges and agrees that any such entry into and occupancy of the Temporary Space or any portion thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be subject to all of the terms, covenants, conditions and provisions of the Lease, excluding only the covenant to pay Rent (until the occurrence of the Temporary Space Commencement Date).  Tenant further acknowledges and agrees that Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant's work made in or about the Temporary Space in connection with such entry or to any property placed therein prior to the Temporary Space Commencement Date, the same being at Tenant's sole risk and liability, except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party.  Tenant shall be liable to Landlord for any damage to any portion of the Temporary Space, including the Tenant Improvement work, caused by Tenant or any of Tenant's employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees.  In addition, Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Temporary Space or Project and against injury to any persons caused by Tenant's actions pursuant to this Section 5.7, except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Party.

Re:            Office Lease dated ______________, 2013, between Hamilton Marin, LLC, a California limited liability company, Landlord, and _________________, Tenant, concerning Suite ____, located at ____ Hangar Avenue, Novato, California 94949.

In accordance with the subject Lease, this Notice will confirm the following:

1.	The Premises have been accepted by Tenant as being substantially complete in accordance with the Lease and there is no deficiency in construction.

2.	Tenant has possession of the Premises and acknowledges that under the provisions of the Lease, the term of said Lease commenced as of _______________ for a term of ________ ending on ___________.

3.	In accordance with the Lease, Rent commenced to accrue on _________________________.

4.	If the commencement date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment.  Each billing thereafter shall be for the full amount of the monthly installment as provided for in the Lease.

5.	Rent is due and payable in advance on the first day of each and every month.  Rent checks should be made payable to _______________ and delivered to:

________________________________

________________________________

________________________________

Tenant shall faithfully observe and comply with the following Rules and Regulations.  Landlord shall not be responsible to Tenant for the non-performance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project.

1.            Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord's prior written consent not to be unreasonably withheld, conditioned or delayed.  Tenant shall bear the cost of any lock changes or repairs required by Tenant.  Two keys will be furnished by Landlord for the Premises, and any additional keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord.

2.            All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises, unless electrical hold-backs have been installed.

3.            Landlord reserves the right to close and keep locked all entrance and exit doors of the office building during such hours as are customary for comparable buildings in the vicinity of the Project.  Tenant, its employees and agents must be sure that the doors to the office building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Project.  Any Tenant, its employees, agents or any other persons entering or leaving the Project at any time when it is so locked, or any time when it is considered to be after normal business hours for the Project, may be required to sign the security register when so doing.  Access to the Project may be refused unless the person seeking access has proper identification or has made a previous arrangement with regard to the admission to or exclusion from the Project of any person.  In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Project during the continuance of same by any means it deems appropriate for the safety and protection of life and property.

4.            Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Project.  Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight.  Landlord shall not be responsible for loss of or damage to any such safe or property in any case.  All damage done to any part of the Project, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility of Tenant and any expense of said damage or injury shall be borne by Tenant.

5.            No furniture, freight, packages, supplies, equipment or merchandise will be brought into or removed from the Building or carried up or down in the elevators, except upon prior notice to Landlord, and in such manner, in such specific elevator, and between such hours as shall be reasonably designated by Landlord.  Tenant shall provide Landlord with not less than 24 hours' prior notice of the need to utilize an elevator for any such purpose, so as to provide Landlord with a reasonable period to schedule such use and to install such padding or take such other actions or prescribe such procedures as are appropriate to protect against damage to the elevators or other parts of the Building.  In no event shall Tenant's use of the elevators for any such purpose be permitted during the hours of 7:00 a.m. - 9:00 a.m., 11:30 a.m. - 1:30 p.m. and 4:30 p.m. - 6:30 p.m.

6.            Landlord shall have the right to control and operate the public portions of the Project, the public facilities, the heating and air conditioning, and any other facilities furnished for the common use of tenants, in such manner as is customary for comparable buildings in the vicinity of the Project.

7.            The requirements of Tenant will be attended to only upon application at the Office of the Project or at such office location designated by Landlord.  Tenant shall not request employees of Landlord to perform any work or do anything outside of their regular duties unless Tenant has received special instructions from Landlord.

 

8.            Tenant shall not disturb, solicit, or canvass any occupant of the Project and shall cooperate with Landlord or Landlord's agents to prevent same.

9.            The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein.  The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have caused it.

10.            Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof without Landlord's consent first had and obtained, which consent shall not be unreasonably withheld; provided, however, that Tenant may, without Landlord's prior consent, place pictures and normal wall hangings on the Premises so long as Tenant repairs any damage resulting therefrom and Tenant restores the Premises to its condition prior to the placement of such items.

11.            Except for vending machines rented for the sole use of Tenant's employees and invitees, no vending machine shall be installed, maintained or operated upon the Premises without the written consent of Landlord.

12.            Tenant shall not use any method of heating or air conditioning other than that which may be supplied by Landlord, without the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed.

13.            Tenant shall not permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of excessive noise or vibrations, or materially interfere in any way with other tenants or those having business therein.

14.            Tenant shall not bring into or keep within the Building or the Premises any animals, birds, bicycles or other vehicles.  Dogs may be brought to the Project subject to compliance with the "Dog Policy" summarized in Exhibit F‑1.

15.            No cooking shall be done or permitted by any Tenant on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes.  Notwithstanding the foregoing, Underwriters' laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations, and does not cause odors which are objectionable to Landlord and other tenants.

16.            Landlord will approve where and how telephone and other telecommunication wires are to be introduced to the Premises.  No boring or cutting for wires shall be allowed without the consent of Landlord not to be unreasonably withheld, conditioned or delayed.  The location of telephone, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord not to be unreasonably withheld, conditioned or delayed.

17.            Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

18.            Tenant, its employees and agents shall not loiter in the entrances or corridors, nor in any way obstruct the sidewalks, lobby, halls, stairways or elevators, and shall use the same only as a means of ingress and egress for the Premises.

19.            Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Project's heating and air conditioning system, and shall refrain from attempting to adjust any controls.

 

20.            Tenant shall store all its trash and garbage within the interior of the Premises.  No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in Marin County without violation of any law or ordinance governing such disposal.  All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall reasonably designate.

21.            Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord in Landlord's reasonable discretion or any governmental agency.

22.            Tenant shall assume any and all responsibility for protecting the Premises from robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed when the Premises are not occupied.

23.            Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Building.

24.            No awnings or other projection shall be attached to the outside walls of the Project without the prior written consent of Landlord.  No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises without the prior written consent of Landlord.  All electrical ceiling fixtures hung in offices or spaces along the perimeter of the Project must be fluorescent and/or of a quality, tape, design and bulb color approved by Landlord.

25.            The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the window sills.

26.            The washing and/or detailing of, or the installation of windshields, radios, telephones in or general work on automobiles shall not be allowed in the Project.

27.            Food vendors shall be allowed in the Building upon receipt of a written request from the Tenant.  Food vendor shall service only those tenants which have a written request on file in the Building Management Office.  Under no circumstance shall the food vendor display their products in the public or common area of the Building, including corridors and elevator lobbies.  Any failure to comply with this rule shall result in immediate, permanent withdrawal of the vendor from the Project.

28.            Tenants must comply with reasonable requests made by the Landlord relative to informing Tenant's employees of any items of importance affecting them as so deemed by the Landlord.

29.            Tenant shall comply with any non-smoking ordinance adopted by any applicable governmental authority.

30.            Tenant shall not leave windows open when it rains, and shall be liable to Landlord and other lessees for any damages to the Building or property of other Tenants resulting from rain coming into the Building through open windows.  Tenant shall see that the windows and doors of the Premises are closed and securely locked before leaving the Building.  In addition to the waiver of any of the Landlord's liability in Section 9 of the lease, it is further specifically provided that Landlord is not liable for any damage resulting to Tenant's property as the result of windows being left open.

31.            All deliveries to Tenant shall be made at and through the designated delivery entrance and nowhere else and Tenant shall advise all parties intending to make deliveries to Tenant of this Rule.

 

32.            Landlord shall not be responsible to Tenant or to any other person for the nonobservance or violation of these rules and regulations by any other Tenant or other person.  Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to its occupancy.  Landlord shall use commercially reasonable efforts to cause observance of these rules and regulations by all Tenants of the Building.

The ability to bring a dog to Hamilton Landing is a privilege.  A dog owner is expected to respect the needs and desires of the building owner, other employees, visitors and tenants concerning having a dog in the office.

The dog owner is expected to follow the guidelines below:

1.

The dog must be under control of its owner or on a leash when inside the leased premises.

2.

The dog must stay with its owner or designated watcher; other employees may allow occasional visits.

3.

Any dog with fleas or ticks may not be brought into the office.

4.

Owners are responsible to have dogs completely up to date on all immunizations, including rabies, distemper, hepatitis, para-influenza, parvo and bordatella.

5.

Owners should find suitable spots off the building site for relieving their dog during walks.  The owner is responsible for clean up of solid waste.

6.

If a dog has an accident inside Hamilton Landing Building, the dog owner is responsible for clean up.  After 2 accidents, the dog will not be allowed inside the building until the owner can show that the dog has been through some kind of training program.

7.

Aggressive behavior, loud or repetitive barking, eating human food, or other disruptive behavior or persistent odor is unacceptable.

8.

If any employee has a problem with the dog, he/she should discuss it directly with the dog's owner.

_________________________________

_________________________________

_________________________________

THIS IS TO CERTIFY THAT:

1.            The undersigned is the "Tenant" under that certain Office Lease as amended by that certain ___________________ dated _______________ (collectively, the "Lease"), between the undersigned and Hamilton Marin, LLC, a California limited liability company, as the "Landlord" under said Lease.  (The premises covered by and described in the Lease are hereinafter referred to as the "Premises".)

2.            The Lease is in full force and effect and has not been amended or modified except as set forth in Paragraph 1 above; and there are no other written agreements between Tenant and Landlord with respect to Tenant's leasing of the Premises.

3.            Tenant's interest under the Lease has not been assigned or transferred, whether for purposes of security or otherwise except as follows: _________. and Tenant has not received notice of any assignment, hypothecation, mortgage or pledge of Landlord's interest in the Lease or the rents or other amounts payable thereunder except as follows: _____________________.

4.            Tenant has not prepaid any rent under the Lease more than one (1) month in advance.

5.            To Tenant's actual knowledge, no uncured event of default or breach on the part of Landlord has occurred under the Lease, no event has occurred which gives Tenant the right to terminate the Lease, and Tenant has no defense as to its obligations under the Lease and claims no setoff or counterclaim against Landlord, except as follows: _______________.

6.            To Tenant's actual knowledge, Tenant is not in default in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Tenant, except as follows: ______________.

7.            To Tenant's actual knowledge, all conditions to the effectiveness of the Lease have been satisfied or waived by Tenant, except as follows: ___________________.

8.            The person executing this Tenant Estoppel Certificate on behalf of Tenant is duly authorized to do so.

Tenant acknowledges that the addressee of this Certificate and Landlord shall be entitled to rely upon this certification by Tenant.

Dated:  _________ ___, 201_.

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

THIS NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT (this "Agreement") is made and entered into as of _____ day of ___________, 2013, by and between RAPTOR PHARMACEUTICAL CORP., a Delaware corporation (the "Lessee"), whose address for purposes hereof is 9 Commercial Boulevard, Suite 200, Novato, California 94949, Attention: Georgia Erbez, and JPMORGAN CHASE BANK, N.A., a national banking association (the "Lender"), whose address for purposes hereof is 560 Mission Street, 5th Floor, San Francisco, California 94105, Attention: John M. Benson.

RECITALS:

Hamilton Marin, LLC, a California limited liability company (the "Landlord"), owns the land described in Exhibit A attached hereto and hereby made a part hereof for all purposes (the "Land").

Reference is hereby made to that certain  unrecorded Hamilton Landing Office Lease dated effective _________________, 2013, between the Landlord, as landlord, and Lessee, as tenant (the "Lease Agreement").  Pursuant to the terms of the Lease Agreement, Lessee is the owner of a leasehold estate in a portion of the existing or to be constructed improvements located on the Land (the Land and such improvements, the "Property").  The Lease Agreement, together with all subsequent renewals, extensions and modifications of the Lease Agreement which are made in accordance with the terms hereof, are hereinafter collectively called the "Lease."  Initially capitalized terms used and not defined herein shall have the meanings set forth in the Lease.

Landlord has previously executed a Construction Deed of Trust, Assignment of Leases, Security Agreement and Fixture Filing dated September 7, 2007 recorded in the Official Records of Marin County, California as Instrument No. 2007-0054018 (as modified, the "Mortgage") in favor of Lender covering the Land and all improvements now or hereafter constructed thereon as

 

security for indebtedness of Landlord and the other borrowers to the lenders more particularly described therein (said indebtedness secured by the Mortgage being hereinafter referred to as the "Loan").  As used herein, the term "Loan Documents" shall have the same meaning ascribed to such term in the Mortgage.

In connection with the Loan, Lender has required that Lessee subordinate Lessee's leasehold interest in the property covered by the Lease to all liens, security interests and assignments securing payment of the Loan.  Lessee is willing to subordinate its leasehold interest in the property covered by the Lease; provided, however, that as a condition to subordinating its leasehold interest in and to the property covered by the Lease to all liens, security interests and assignments securing payment of the Loan, Lessee has required that Lessee's right of possession to the premises covered by the Lease shall not be disturbed by Lender or any third party in the exercise of any of Lender's rights under the Loan Documents, which protection Lender is willing to grant in order to induce Lessee to subordinate the Lease to all liens, security interests and assignments securing payment of the Loan.

AGREEMENTS:

In consideration of the premises and the sum of Ten Dollars ($10.00) paid by Lender to Lessee, the receipt and sufficiency of which is hereby acknowledged by Lessee, Lender and Lessee mutually agree as follows:

(g)

personally liable for any damages or other sums of money under any judgment or otherwise, resulting from any default by Lender, or such other owner under the Lease, and Lessee agrees to look solely to Lender's or such other owner's interest in the Property (including the rents derived from the Property and sale, insurance and condemnation proceeds derived therefrom) for the recovery of any such damages or other monies and the enforcement of any such judgment.

5.            After notice is given to Lessee by Lender that the Loan is in default and that rentals due and payable under the Lease should be paid directly to Lender pursuant to the terms of any assignment of rents (the "Rent Assignment") delivered by Landlord to Lender in connection with the Loan, Lessee shall thereafter pay directly to Lender all rentals and other monies due or to become due and payable under the Lease.  Lender hereby advises Lessee that under the terms of said Rent Assignment, Landlord has expressly authorized Lessee to make such payments directly to Lender and Landlord has released and discharged Lessee from any liability to Landlord on account of any such payments made to Lender in accordance with Lender's written instructions to Lessee.  Tenant is hereby irrevocably authorized by Landlord to rely upon and comply with any notice or demand by the Lender for the payment to the Lender of any rental or other amounts which may be or become due under the Lease, or for the performance of any obligations under the Lease.  Landlord irrevocably agrees that Tenant shall not be liable to Landlord or any person claiming under Landlord, for making any payment or rendering any performance to Lender.

6.            All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be deemed to have been properly given or served by depositing in the United States Mail, postpaid and registered or certified return receipt requested, or by reputable overnight courier, and addressed to the addresses set forth on the first page hereof.  All notices, demands and requests shall be effective upon being deposited in the United States Mail or with a reputable overnight courier.  By giving at least ten (10) days written notice thereof, Lessee or Lender shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

 

7.            This Agreement may not be discharged or modified orally or in any manner other than by an agreement in writing specifically referring to this Agreement and signed by the party or parties to be charged thereby.  This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located.  This Agreement constitutes the entire agreement between Lender and Tenant with regard to the subordination of the Lease to the Mortgage and the Loan Documents and the rights and obligations of Tenant and Lender as to the subject matter of this Agreement, and shall supersede and cancel, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust, a mortgage or mortgages, a deed or deeds to secure debt or a trust indenture or trust indentures.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument.  If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted from this Agreement, and the other provisions of this Agreement shall remain in full force and effect.  Any party, at such party's expense, shall be permitted to record this Agreement in the real property records of Marin County, California.  If any legal action, suit or proceeding is commenced by between Tenant and Lender regarding their respective rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, attorneys' fees and court costs (including, without limitation, expert witness fees).  As used herein, the term "prevailing party" shall mean the party which obtains the principal relief it has sought, whether by compromise settlement or judgment.  If the party which commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party.

8.            The provisions hereof shall be self-operative and effective without the necessity of execution of any further instruments on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party.

9.            As of the date hereof, Lessee hereby certifies to Lender that the Lease is in full force and effect and has not been changed since execution except as specifically described in the "Recitals" section above.  As of the date hereof, the Lease embodies the entire agreement between Landlord and Lessee and there are no side letters or other ancillary agreements between Landlord and Lessee.  To Lessee's actual knowledge, as of the effective date hereof, there exists no default on the part of Landlord or Lessee under the Lease.

10.            This Agreement shall bind and benefit the parties hereto and their respective successors and assigns.

IN TESTIMONY WHEREOF, this instrument is executed effective as of the day and year first above written.

RAPTOR PHARMACEUTICAL CORP.,

a Delaware corporation

By:  /s/ Georgia Erbez                                                                                                 

Name:  Georgia Erbez                                                                                                 

Title:  CFO                                                                                                

JPMORGAN CHASE BANK, N.A., a national banking association

By:  __________________________                                                                                                  

Name: ________________________                                                                                                   

Title:   _________________________                                                                                              

Landlord hereby acknowledges and agrees to

Paragraph 5 above:

HAMILTON MARIN, LLC,

a California limited liability company

By:  /s/ Michael Barker                                                                                    

Name:   Michael Barker                                                                                                 

Title:  Authorized Signatory                                                                                   

ATTACH:

Exhibit A - The Land

Your cooperation in this matter is appreciated.  Initially, the information provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord (identified below) to evaluate and finalize a lease agreement with you as Tenant.  After a lease agreement or amendment thereto is signed by you and the Landlord (the "Lease Agreement"), as requested by Landlord in accordance with the provisions of Section 20.22 of the signed Lease Agreement, you are to provide an update to the information initially provided by you in this certificate.  The information contained in the initial Hazardous Materials Disclosure Certificate and each annual certificate provided by you thereafter will be maintained in confidentiality by Landlord subject to release and disclosure as required by (i) any lenders and owners and their respective environmental consultants, (ii) any prospective purchaser(s) of all or any portion of the property on which the Premises are located, (iii) Landlord to defend itself or its lenders, partners or representatives against any claim or demand, and (iv) any laws, rules, regulations, orders, decrees, or ordinances, including, without limitation, court orders or subpoenas.  Any and all capitalized terms used herein, which are not otherwise defined herein, shall have the same meaning ascribed to such term in the signed Lease Agreement.  Any questions regarding this certificate should be directed to, and when completed, the certificate should be delivered to:

The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials Disclosure Certificate is being delivered in connection with, and as required by, Landlord in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 20.22 of the Lease Agreement; and (C) that Tenant shall have and retain full and complete responsibility and liability with respect to any of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate.  Tenant further agrees that none of the following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its obligations under the Lease Agreement with respect to Hazardous Materials, including, without limitation, Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Tenant is in compliance with all Environmental Laws;  (i) the delivery of such certificate to Landlord and/or Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate, (iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the types and quantities of Hazardous Materials being used, stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's Representatives.  Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement.

I (print name)                                                                                    , acting with full authority to bind the (proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent and warrant that the information contained in this certificate is true and correct.