Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
C-9017-4 - Dove Street, 1201 (Suite 560) Office Lease, Amendment No. 1-4
W WE FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of April 30, 2024, by and between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"). The following exhibit is incorporated herein and made a part hereof: Exhibit I (Expenses and Taxes) and Rider No. 4 (Waiver of Relocation Benefits). (Rider Nos. 1, 2, and 3 are reserved.) RECITALS: A. Landlord (as successor -in -interest to AG Dove Owner, L.P., a Delaware limited partnership, as successor -in -interest to BRE/OC Property Holdings L.L.C., a Delaware limited liability company) and Tenant entered into that certain Office Lease dated as of November 3, 2015 (the "Original Lease"), whereby Landlord leases to Tenant and Tenant leases from Landlord certain office space in that certain building located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). The Original Lease was subsequently amended by (i) that certain First Amendment to Lease dated December 28, 2020 ("First Amendment"), (ii) that certain Second Amendment to Lease dated February 21, 2022 ("Second Amendment") and (iii) that certain Third Amendment to Lease dated March 27, 2023 ("Third Amendment"). The Original Lease as amended by the First Amendment, Second Amendment and Third Amendment may be referred to herein as the "Lease." B. By this Fourth Amendment, Landlord and Tenant desire to extend the Term of the Lease and to otherwise modify the Lease as provided herein. C. Landlord and Tenant desire to confirm certain facts as a condition to entering into this Fourth Amendment, including that this extension of the Lease term is made and is to be effective after May 2023, the date that Landlord acquired the Building. Tenant agrees that its occupancy of the Premises is, will be, and shall remain as a "post -acquisition" occupant pursuant to applicable federal, state, and local laws and regulations regarding relocation assistance, benefits, or compensation for moving and for property interests (including without limitation furnishings, fixtures and equipment, goodwill, and moving expenses) (referred to herein as "Relocation Law"), as more fully set forth in Rider No. 4 to the Lease. D. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Original Lease. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT: 1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain office space in the Building containing 1,252 rentable square feet located on the fifth (5th) floor of the Building and known as Suite 560 (the "Premises"), as outlined on Exhibit A to the Original Lease. 4867-7596-1256.1 2. Extended Lease Term. The Term of the Lease is hereby extended through May 31, 2025 ("Fourth Extended Expiration Date"). The period from May 1, 2024 through the Fourth Extended Expiration Date shall be referred to herein as the "Fourth Extended Term." Tenant shall not have any right to extend the Lease beyond the Fourth Extended Term. 3. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, Tenant shall pay, subject to abatement pursuant to Section 4 below, monthly Base Rent for the Premises during the Fourth Extended Term as follows: Period Monthly Base Rent Monthly Base Rent Per Rentable Square Foot 5/1/24 — 5/31/25 $4,069.00 $3.25 4. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or in this Fourth Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the Lease, as amended by this Fourth Amendment, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for the period commencing June 1, 2024 through June 30, 2024 ("Abatement Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease, as amended by this Fourth Amendment. In the event of a default by Tenant under the terms of the Lease, as amended by this Fourth Amendment, that results in early termination pursuant to the provisions of Section 19 of the Original Lease, then as a part of the recovery set forth in Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 4. 5. Base Year. Notwithstanding anything to the contrary in the Lease, during the Fourth Extended Term, the Base Year for Taxes and Expenses shall be the calendar year 2024. 6. Expenses and Taxes. Section 4 (Expenses and Taxes) of the Original Lease is hereby deleted and replaced in its entirety with Exhibit I (Expenses and Taxes) that is attached hereto. 7. Condition of the Premises. Tenant hereby agrees to accept the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises. 8. Parking. During the Fourth Extended Term, Tenant shall lease from Landlord five (5) unreserved parking spaces in the Project's parking facility. Tenant shall have the right to permanently convert the lease of one (1) of Tenant's unreserved parking spaces to a reserved parking space in a location mutually agreed upon by Landlord and Tenant. During the Fourth Extended Term, the rate for the parking spaces leased by Tenant shall be $45.00 per unreserved parking space per month and $100.00 per reserved parking space per month. Except as provided in this Section 7, Tenant's lease and use of such parking spaces shall be governed by Section 24 of the Original Lease. 9. Security Deposit. Tenant has previously deposited with Landlord $4,475.90 as a Security Deposit under the Lease. Landlord shall continue to hold the Security Deposit in accordance with the terms and conditions of Section 21 of the Original Lease. FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -2- 4867-7596-1256.1 10. Possessory Interest. Tenant acknowledges that the Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant shall pay, before delinquency all Taxes that are levied or assessed against Tenant's interest in the Premises or any personal property installed on the Premises. 11. California Certified Access Specialist Inspection. Pursuant to California Civil Code § 1938, Landlord hereby states that the Premises have undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52). Tenant hereby acknowledges that it has been provided a copy of the CASp inspection report at least forty- eight (48) hours prior to the execution of this Fourth Amendment and Tenant agrees that information in the report shall remain confidential, except as necessary for Tenant to complete repairs and corrections of violations of construction -related accessibility standards in the Premises. The cost of making any repairs necessary to correct violations of construction -related accessibility standards indicated by the CASp report in the Premises will be Tenant's responsibility, which modifications will be completed as an Alteration, notwithstanding anything to the contrary in the Lease (as amended). 12. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this Fourth Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant. 13. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Fourth Amendment other than CBRE, Inc. who represented Landlord in connection with this Fourth Amendment. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any other person or entity who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Fourth Amendment. 14. Landlord's Notice Addresses. From and after the date of this Fourth Amendment, notices to Landlord under the Lease (as amended) shall be sent to the following addresses: City of Newport Beach Attn: Real Property Administrator 100 Civic Center Drive Newport Beach, CA 92660 LPC West, Inc. Attn: Parke Miller 4041 MacArthur Boulevard, Suite 500 Newport Beach, CA 92660 15. Defaults; Remedies. Add to Section 19 of the Lease the following new subsection: "19.5 No Waiver. Either party's failure to declare a default immediate upon its occurrence, or delay in taking action for a default shall not constitute a waiver of the default, nor shall it constitute an estoppel." FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -3- 4867-7596-1256.1 16. Attorneys' Fees. Section 25.6 of the Lease is hereby deleted in its entirety and replaced with the following: "25.6 Costs and Expenses. If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall NOT be entitled any costs, expenses, or attorneys' fees." 17. Signing Authority. The individual(s) executing this Fourth Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Fourth Amendment and the person(s) signing on behalf of Tenant are authorized to do so. 18. Counterparts; Electronic Delivery. This Fourth Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. If a variation or discrepancy among counterparts occurs, the copy of this Fourth Amendment in Landlord's possession shall control. Execution of this Fourth Amendment as well as any and all other documents and instruments required under the terms of the Lease or to amend its terms shall require handwritten, "wet" signatures. Signatures by facsimile or electronic transmission and electronic or digital signatures shall not be valid. 19. No Further Modification. Except as set forth in this Fourth Amendment, all of the terms and provisions of the Lease shall apply during the Fourth Extended Term and shall remain unmodified and in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this Fourth Amendment. [SIGNATURES ON NEXT PAGE] FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -4- 4867-7596-1256.1 IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the day and year first above written. "LANDLORD" THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ATTEST: By: Grace eung, City Manager SEW POST By: o Leilani I. Brown, Ci y Clerk �' Y FO►l� APPROVED AS TO FORM: By: aro C. Har , C�itAtte(rney S fn7T "TENANT" CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation By: Print Name: GO un�eCp Title: CO Print Name- , C� �r Title: This Fourth Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as the other officer. FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -5- 4867-7596-1256.1 IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the day and year first above written. "LANDLORD" THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: ATTEST: in Leilani I. Brown, City Clerk APPROVED AS TO FORM: Grace K. Leung, City Manager By: aro C. Har , Cit Att rney Y "TENANT" CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation By: 12t: Print Name: ( SC�1 � Title: By: Print Name: w� Title: Pit / SCCL V_ This Fourth Amen must be signed by two (2) officers of Tenant: one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as the other officer. FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -5- 4867-7596-1256.1 ACKNOWLEDGMENT OF GUARANTOR The undersigned, Guarantor under that certain Guaranty of Lease dated November 3, 2015 (the "Guaranty"), hereby consents to the foregoing Fourth Amendment and further acknowledges that the Guaranty remains in full force and effect with regard to the Lease, as amended by the foregoing Fourth Amendment. Dated: , 2024 CHRIS NAPOLITANO, an individual By: Chris Napolitano FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -6- 4867-7596-1256.1 ACKNOWLEDGMENT OF GUARANTOR The undersigned, Guarantor under that certain Guaranty of Lease dated November 3, 2015 (the "Guaranty"), hereby consents to the foregoing Fourth Amendment and further acknowledges that the Guaranty remains in full force and effect with regard to the Lease, as amended by the foregoing Fourth Amendment. Dated: 2024 CHRIS NAPOLITANO, an indivi {gal By: l Chris Napolitano FOURTH AMENDMENT TO LEASE CHRIS NAPOLITANO NUMISMATICS, INC. -6- 4867-7596-1256.1 EXHIBIT "I" EXPENSES AND TAXES This Exhibit is attached to and made a part of the Lease by and between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California. Payments. 1.01 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one - twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. The failure of Landlord to timely furnish any such statement for any year shall not preclude Landlord from enforcing its rights to collect any Expense Excess or Tax Excess under this Section. 1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. 2. Expenses. 2.01 "Expenses" means all costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Project and the Property. Expenses include, without limitation: (a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other employee benefits; (b) management fees; (c) the cost of equipping, staffing and operating an on - site and/or off -site management office for the Project, provided if the management office services 1 or more other buildings or properties, the shared costs and expenses of equipping, staffing and Exhibit 1 1201 DOVE STREET CHRIS NAPOLITANO NUMISMATICS, INC. -1- 4867-7596-1256.1 operating such management office(s) shall be equitably prorated and apportioned between the Building and/or the other buildings or properties within or outside the Property, as applicable; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; (i) an administration and overhead fee 0) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Property, or any portion thereof, (k) operation, repair, maintenance, renovation, replacement and restoration of all systems and equipment and components thereof of the Property, (1) the cost of janitorial, alarm, security and other services, (m) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Property; (n) costs of any additional services not provided to the Property as of the Commencement Date but which are thereafter provided by Landlord in connection with its prudent management of the Property; and (o) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. The amortized cost of capital improvements may, at Landlord's option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital improvement. "Payback Period" means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building, the Project or the Property together with 1 or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building, the Project and the Property, and the other buildings or properties. Expenses for the Base Year shall not include market -wide cost increases (including utility rate increases) due to extraordinary circumstances, including, but not limited to, Force Majeure, boycotts, strikes, conservation surcharges, embargoes or shortages, or amortized costs. 2.02 Expenses shall not include: depreciation; principal payments of mortgage and other non -operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases. 2.03 If at any time during a calendar year the Building is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building, Expenses shall, at Landlord's option, be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building. If Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined in such manner. 3. "Taxes" shall mean: (a) all real property taxes and other assessments on the Building, the Project and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and Exhibit 1 1201 DOVE STREET CHRIS NAPOLITANO NUMISMATICS, INC. -2- 4867-7596-1256.1 assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property's share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (c) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant's receipt of a statement from Landlord. 3.01 Payment of Taxes. Tenant shall pay all taxes applicable to this Lease, fixtures and Tenant's personal property on the Premises that are levied or assessed against Tenant during the Term. Taxes shall be paid at least ten (10) days before delinquency and before any fine, interest or penalty is due or imposed by operation of law. Tenant shall, upon request, promptly furnish to Landlord satisfactory evidence of payment. Tenant acknowledges that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant shall pay before delinquency all Taxes that are levied or assessed against Tenant's interest in the Premises or any personal property installed on the Premises. 3.02 Payment of Obligations. Tenant shall promptly pay, when due, any and all bills, debts, liabilities and obligations incurred by Tenant in connection with Tenant's occupation and use of the Premises. 3.03 Challenge to Taxes. Tenant shall have the right in good faith, at its sole cost and expense, to contest the amount or legality of any Taxes on or attributable to this Lease, the Premises, Tenant's personal property, or Tenant's occupation and use of the Premises, including the right to apply for reduction. If Tenant seeks a reduction or contests such taxes, Tenant's failure to pay the taxes shall not constitute a default as long as Tenant complies with the provisions of this Section. City shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any Law require that the proceeding or contest be brought by or in the name of City or any owner of the Premises. In that case, City shall join in the proceeding or contest or permit it to be brought in City's name as long as City is not required to bear any cost. If requested by Tenant, City shall execute any instrument or document necessary or advisable in connection with the proceeding or contest. Tenant, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered, together with all related costs, charges, interest and penalties. Tenant shall indemnify, defend and hold harmless City, including its City Council, appointed and elected officers, boards and commissions, employees, agents and volunteers, from and against any liability, claim, demand, penalty, cost or expense arising out of or in connection with any contest by Tenant pursuant to this Section. Exhibit I 1201 DOVE STREET CHRIS NAPOLITANO NUMISMATICS, INC. -3- 4867-7596-1256.1 RIDER NO. 4 TO OFFICE LEASE WAIVER OF RELOCATION BENEFITS This Rider No. 4 is made and entered into by and between and the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"), as of the date of the Second Amendment ("Amendment") to Lease between Landlord and Tenant to which this Rider No. 4 is attached. Landlord and Tenant hereby agree that, notwithstanding anything contained in the Lease to the contrary, the provisions set forth below shall be deemed to be part of the Lease and shall supersede any inconsistent provisions therein. All references in the Lease and in this Rider No. 4 to "Lease" shall mean the Lease (and all exhibits and Riders attached thereto), as amended and supplemented, including by this Rider No. 1. All capitalized terms not defined in this Rider No. 4 shall have the same meaning as set forth in the Lease. Tenant acknowledges it has read and understands the following terms and knowingly and voluntarily enters into the Amendment without coercion, undue influence or other inducement by Landlord or any other person or entity. STATUS OF POST -ACQUISITION TENANT. (a) Landlord has informed Tenant that it acquired the Premises in May 2023 for public purposes, specifically the construction and development of a public project for a new police department facility ("Public Facility"). Landlord does not intend to begin construction until after the natural expiration of the Lease and has informed Tenant that construction will not result in Tenant being displaced or required to move from the Premises before that time. (b) The proposed Public Facility would involve demolition and new construction of the subject Property and Premises. Since potential federal, state, and local funding would be planned for use in the Public Facility, the Relocation Law (defined herein) may apply to persons and businesses in lawful occupancy at the time an application for funding is submitted for federal, state and/or local funding. (c) Tenant enters into the Amendment in consideration of reduced rent and/or other concessions for Landlord's extending the Lease term. In entering into the Amendment, Tenant knowingly and voluntarily waives any eligibility it has or may have for relocation payments or assistance under the Relocation Law, which may include, without limitation, advisory assistance, payment for certain moving expenses, business re-establishment expenses, and expenses incurred in searching for a replacement business. Tenant understands that other businesses or persons in occupancy at the Property may be or become eligible for such relocation assistance. Tenant agrees its status shall hereby be deemed and shall remain as a post -acquisition tenant. (d) After full consideration of the foregoing advisement and information, Tenant agrees that: (1) under the Relocation Law, including without limitation California Government Code Section 7260(c)(2)(D), Tenant is not and will not become a "displaced person", having waived any and all rights to benefits or assistance under the Relocation Law; therefore, Tenant is not, and shall not become, entitled to relocation assistance or benefits if Tenant moves from the Premises for whatever reason at any time; RIDER NO. 4 1201 DOVE STREET -1- CHRIS NAPOLITANO NUMISMATICS, INC. 4867-7596-1256.1 (2) if for any reason Tenant shall ever be determined to be a "displaced person", Tenant does hereby expressly, intentionally, and knowingly waive each and any claim of entitlement to relocation assistance and/or benefits under the Relocation Law in connection with the Tenant's occupancy of the Premises under the Lease; (e) Tenant represents, warrants, and agrees that it has not entered into any other lease, assignment or any other agreement allowing any third party to occupy all or any part of the Premises. Tenant represents, warrants, and agrees that as of the date of this Lease, other than Tenant, no other person or entity has or will have any legal right to possess or occupy the Premises, excepting Tenant. 2. TENANT'S RELEASE AND WAIVER OF LANDLORD CITY OF NEWPORT BEACH. Tenant is entering into the Amendment with Landlord and agrees that all rights or obligations that exist or may arise out of the termination of Tenant's leasehold interest at some date in the future, whether for public, private or any other purposes, include Tenant's intentional release and waiver of any and all rights to seek remedies under the Relocation Law, to seek compensation for alleged severance damages, pre -condemnation damages, alleged loss of business goodwill, or for costs, interest, attorneys' fees, and/or any claim whatsoever that might arise out of or relate in any respect whatsoever directly or indirectly to the termination of Tenant's leasehold interest by Landlord. (a) Accordingly, Tenant acknowledges and agrees that should Landlord terminate Tenant's leasehold interest such termination and the resulting move of Tenant's business and/or removal of Tenant's personal property from the Premises are non-compensable under the Relocation Law and other federal and state laws related to Tenant's move of its business from the Premises. (b) Tenant fully, intentionally, knowingly and voluntarily waives, releases and discharges Landlord (City of Newport Beach) and its appointed and elected officials, officers, directors, employees, contractors, and agents (together "Indemnitees") from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to (i) the use of the Premises for a public project or other public purposes, (ii) the relocation of any of Tenant's business operations or the relocation of any person or persons, business or businesses, or other occupant or occupants located on the Premises, including the specific waiver and release of all rights under the Relocation Law and/or payments that otherwise may be required under such state or federal law. (c) Tenant waives all rights to compensation for any interest in the business operations at, on, or about the Premises including, but not limited to, land and improvements, fixtures, furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any other compensation of any nature whatsoever. (d) It is hereby intended that the release contained herein relates to both known and unknown claims that Tenant and any person or entity claiming by or through Tenant may have, or claim to have, against any of the Indemnitees with respect to the subject matter contained herein or the events relating thereto. By releasing and forever discharging claims both known and unknown which are related to or which arise under or in connection with, the items set out above, Tenant expressly waives any rights under California Civil Code Section 1542 and any similar law of any state or territory of the United States are expressly waived. Section 1542 reads as follows: RIDER NO. 4 1201 DOVE STREET -2- CHRIS NAPOLITANO NUMISMATICS, INC. 4867-7596-1256.1 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Tenant Initials: (e) In connection with the Amendment, and the above release and waiver, Tenant acknowledges that it is aware that it and its attorneys may hereafter discover claims or facts or legal theories in addition to or different from those which it know or believe to exist with respect to the claims released herein, but that Tenant's intention hereby is to fully, finally and forever release and waive all such claims, known or unknown, suspected or unsuspected, which do now exist, may exist or have existed in favor of Tenant. In furtherance of such intention, Tenant's entering into the Amendment shall evidence Tenant's full and complete release and waiver, notwithstanding the discovery or existence of any such additional claims, facts, or legal theories under applicable laws or regulations or otherwise relating to the Premises or the termination of Tenant's leasehold interest and later move from the Premises. Tenant acknowledges and agrees that its waiver and release is an essential and material term to the Lease and that without it, Landlord would not have consented to the Amendment. Tenant understands and acknowledges the significance and consequences of these provisions under the Amendment. (f) Tenant agrees, warrants and represents that it has carefully read the contents of the Amendment and that, in executing the Amendment, Tenant does so with full knowledge of any right which it may have, that it has received independent legal advice from its attorneys, or in the alternative, knowingly has determined not to seek legal advice with respect to the matters set forth herein, and that Tenant has freely signed this Amendment without relying on any agreement, promise, statement or representation by or on behalf of any person or entity, including any and all Indemnitees, except as specifically set forth in the Amendment. (g) The statements, representations and recitals contained in the Lease are to be considered contractual in nature and not merely recitations of fact. The Lease, the advisements herein, and the above release and waiver shall be binding upon Tenant and its heirs, agents, successors, legal representatives and assigns. 3. RELOCATION LAW DEFINITION. "Relocation Law" as used herein shall mean applicable federal, state, and local laws and regulations, including without limitation (i) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing regulations at 49 CFR Part 24, (ii) the California Relocation Assistance Act, Government Code Section 7260, et seq. and the implementing regulations at Title 25, Section 6000, et seq. of the California Code of Regulations, and (iii) any other applicable federal, state or local enactment, regulation or practice providing for relocation assistance, benefits, or compensation for moving and for property interests (including without limitation furnishings, fixtures and equipment, goodwill, and moving expenses). 4. LANDLORD'S RIGHT TO REASSIGN DISTINGUISHED. This waiver of Relocation Law assistance and benefits is separate from, unrelated to, and not limited by any provision in the Lease pertaining to Landlord's right to reassign Tenant to an alternate space within the Building or Project during the term of the Lease. RIDER NO. 4 1201 DOVE STREET -3- CHRIS NAPOLITANO NUMISMATICS, INC. 4867-7596-1256.1 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Tenant_Initials;_---- - ---- - (e) In connection with the Amendment, and the above release and waiver, Tenant acknowledges that it is aware that it and its attorneys may hereafter discover claims or facts or legal theories in addition to or different from those which it know or believe to exist with respect to the claims released herein, but that Tenant's intention hereby is to fully, finally and forever release and waive all such claims, known or unknown, suspected or unsuspected, which do now exist, may exist or have existed in favor of Tenant. In furtherance of such intention, Tenant's entering into the Amendment shall evidence Tenant's full and complete release and waiver, notwithstanding the discovery or existence of any such additional claims, facts, or legal theories under applicable laws or regulations or otherwise relating to the Premises or the termination of Tenant's leasehold interest and later move from the Premises. Tenant acknowledges and agrees that its waiver and release is an essential and material term to the Lease and that without it, Landlord would not have consented to the Amendment. Tenant understands and acknowledges the significance and consequences of these provisions under the Amendment. - -- -----—(f)------Tenant-agrees,—warrants-and-represents--that it--has-carefully.read--the contents of the Amendment and that, in executing the Amendment, Tenant does so with full knowledge of any right which it may have, that it has received independent legal advice from its attorneys, or in the alternative, knowingly has determined not to seek legal advice with respect to the matters set forth herein, and that Tenant has freely signed this Amendment without relying on any agreement, promise, statement or representation by or on behalf of any person or entity, including any and all Indemnitees, except as specifically set forth in the Amendment. (g) The statements, representations and recitals contained in the Lease are to be considered contractual in nature and not merely recitations of fact. The Lease, the advisements herein, and the above release and waiver shall be binding upon Tenant and its heirs, agents, successors, legal representatives and assigns. 3. RELOCATION LAW DEFINITION. "Relocation Law" as used herein shall mean applicable federal, state, and local laws and regulations, including without limitation (i) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing regulations at 49 CFR Part 24, (ii) the California Relocation Assistance Act, Government Code Section 7260, et seq. and the implementing regulations at Title 25, Section 6000, et seq. of the California Code of Regulations, and (III) any other applicable federal, state or local enactment, regulation or practice providing for relocation assistance, benefits, or compensation for moving and for property interests (including without limitation furnishings, fixtures and equipment, goodwill, and moving expenses). 4. LANDLORD'S RIGHT TO REASSIGN DISTINGUISHED. This waiver of Relocation Law assistance and benefits is separate from, unrelated to, and not limited by any provision in the Lease pertaining to Landlord's right to reassign Tenant to an alternate space within the Building or Project during the term of the Lease. RIDER NO. 4 1201 DOVE STREET -3- CHRIS NAPOLITANO NUMISMATICS, INC. 4867-7596-1256.1 DocuSign Envelope ID: 838FOF62-B383-4494-BB64-1C82001AF3C7 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into as of March 27, 2023, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"). RECITALS: A. BRE/OC Property Holdings L.L.C. ("Original Landlord") and Tenant entered into that certain Office Lease dated as of November 3, 2015 (the "Original Lease"), whereby Original Landlord leased to Tenant and Tenant leased from Original Landlord certain office space in that certain building located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). The Original Lease was subsequently amended by (i) that certain First Amendment to Lease dated December 28, 2020 ("First Amendment") and (ii) that certain Second Amendment to Lease dated February 21, 2022 ("Second Amendment"). The Original Lease as amended by the First Amendment and Second Amendment may be referred to herein as the "Lease." Landlord is the successor -in -interest under the Lease to Original Landlord. Pursuant to the Lease, Tenant leases from Landlord Suite 560 on the fifth (5th) floor of the Building containing 1,252 rentable square feet as more particularly described in Exhibit A of the Original Lease (the "Premises"). B. By this Third Amendment, Landlord and Tenant desire to extend the Term of the Lease and to otherwise modify the Lease as provided herein. C. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Original Lease. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT: 1. Extended Lease Term. The Revised Expiration Date (as defined in Section 1 of the Second Amendment) shall be extended such that the Lease shall expire on April 30, 2024 ("Third Amendment Expiration Date"). The period from April 1, 2023 through the Third Amendment Expiration Date specified above, shall be referred to herein as the "Third Extended Term." Tenant shall not have any right to extend the Lease beyond the Third Extended Term. 2. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the Third Extended Term, Tenant shall pay, in accordance with the provisions of this Section 2 and subject to abatement pursuant to Section 3 below, monthly Base Rent for the Premises as follows: Period Monthly Base Rent Monthly Base Rent Per Rentable Square Foot 4/1/23 — 4/30/24 $4,069.00 $3.25 3. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or in this Third Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the Lease, as amended by this Third Amendment, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for the period commencing May 1, 2023 through May 31, 2023 ("Abatement Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease, as amended by this Third Amendment. In the event of a default by Tenant under the terms of the Lease, as amended by this Third Amendment, that results in early termination pursuant to the provisions of Section 19 of the Original Lease, then as a part of the recovery set forth in Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 3. 4. Base Year. Notwithstanding anything to the contrary in the Lease, during the Third Extended Term, the Base Year for Expenses and Taxes shall be the calendar year 2023. 5. Condition of the Premises. Tenant hereby agrees to accept the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises. 6. Parking. During the Third Extended Term, Tenant shall continue to lease from Landlord one (1) unreserved parking space in the Project's parking facility and shall have the right, but not the obligation, to lease from Landlord an additional four (4) unreserved parking spaces in the Project's parking facility. Tenant shall have the right to permanently convert the lease of one (1) of Tenant's unreserved parking spaces to a reserved parking space in a location mutually agreed upon by Landlord and Tenant. 4872-0231-1001.1 DocuSign Envelope ID: 838FOF62-B383-4494-BB64-1C82001AF3C7 During the Third Extended Term, the rate for the parking spaces leased by Tenant shall be $45.00 per unreserved parking space per month and $100.00 per reserved parking space per month. Except as provided in this Section 6, Tenant's lease and use of such parking spaces shall be governed by Section 24 of the Original Lease. 7. Security Deposit. Tenant has previously deposited with Landlord $4,269.32 as a Security Deposit under the Lease. Concurrently with Tenant's execution of this Third Amendment, Tenant shall deposit with Landlord an additional $206.58, for a total Security Deposit under the Lease, as amended herein, of $4,475.90. Landlord shall continue to hold the Security Deposit as increased herein in accordance with the terms and conditions of Section 21 of the Original Lease. 8. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Third Amendment other CBRE, Inc. representing Landlord. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any other person or entity who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Third Amendment. 9. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this Third Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant. 10. Signing Authority. The individual(s) executing this Third Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Third Amendment and the person signing on behalf of Tenant is authorized to do so. 11. California Certified Access Specialist Inspection. Pursuant to California Civil Code §1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises." 12. Counterparts; Electronic Delivery; Electronic Signatures. This Third Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. The parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of this Third Amendment with respect to the delivering party. If a variation or discrepancy among counterparts occurs, the copy of this Third Amendment in Landlord's possession shall control. The parties shall have the right to insert the name of the people executing this Third Amendment using an electronic signature (an "Electronic Signature"), and an Electronic Signature shall be binding on such party as if this Third Amendment had been originally executed by an ink signature. 13. No Further Modification. Except as set forth in this Third Amendment, all of the terms and provisions of the Lease shall apply during the Third Extended Term and shall remain unmodified and in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this Third Amendment. [SIGNATURES ON NEXT PAGE] -2- 4872-0231-1001.1 DocuSign Envelope ID: 838FOF62-B383-4494-BB64-1C82001AF3C7 IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first above written. "LANDLORD" AG DOVE OWNER, L.P., a Delaware limited partnership By: AG OC Portfolio GP, L.L.C., a Delaware limited liability company, its general partner DocuSigned by: E a,V'�ct, ��By6339g I I IsF.c9w, Parke Miller Name: Title: Authorized Signatory "TENANT" CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation D Signed by: B �(,�, S NerufaaA.e y 9B515559 g03£4�d Print Name: Chris Napol i tano Title: President By: Print Name: Title: This Third Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as the other officer. ACKNOWLEDGMENT OF GUARANTOR The undersigned, Guarantor under that certain Guaranty of Lease dated November 3, 2015 (the "Guaranty"), hereby consents to the foregoing Third Amendment and further acknowledges that the Guaranty remains in full force and effect with regard to the Lease, as amended by the foregoing Third Amendment. Dated: March 27, 2023 CHRIS NAPOLITANO, an individual DocuSigned by: By: (,G. S Na�e(Afalne Chris Napolitano -3- 4872-0231-1001.1 DocuSign Envelope ID: 19F6728E-24BO-4DO4-9A1E-862E863F4A17 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is made and entered into as of February 21, 2022, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"). RECITALS: A. BRE/OC Property Holdings L.L.C. ("Original Landlord") and Tenant entered into that certain Office Lease dated as of November 3, 2015 (the "Original Lease"), whereby Original Landlord leased to Tenant and Tenant leased from Original Landlord certain office space in that certain building located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). The Original Lease was subsequently amended by that certain First Amendment to Lease dated December 28, 2020 ("First Amendment"). The Original Lease as amended by the First Amendment may be referred to herein as the "Lease." Landlord is the successor -in -interest under the Lease to Original Landlord. Pursuant to the Lease, Tenant leases from Landlord Suite 560 on the fifth (5th) floor of the Building containing 1,252 rentable square feet as more particularly described in Exhibit A of the Original Lease (the "Premises"). B. By this Second Amendment, Landlord and Tenant desire to extend the Term of the Lease and to otherwise modify the Lease as provided herein. C. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Original Lease. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT: 1. Extended Lease Term. The New Expiration Date (as defined in Section 2 of the First Amendment) shall be extended such that the Lease shall expire on March 31, 2023 ("Revised Expiration Date"). The period from April 1, 2022 through the Revised Expiration Date specified above, shall be referred to herein as the "Second Extended Term." Tenant shall not have any right to extend the Lease beyond the Second Extended Term. 2. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the Second Extended Term, Tenant shall pay, in accordance with the provisions of this Section 2 and subject to abatement pursuant to Section 3 below, monthly Base Rent for the Premises as follows: Period Monthly Base Rent Monthly Base Rent Per Rentable Square Foot 4/1/22 — 3/31/23 $3,943.80 $3.15 3. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or in this Second Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the Lease, as amended by this Second Amendment, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for the period commencing May 1, 2022 through May 31, 2022 ("Abatement Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease, as amended by this Second Amendment. In the event of a default by Tenant under the terms of the Lease, as amended by this Second Amendment, that results in early termination pursuant to the provisions of Section 19 of the Original Lease, then as a part of the recovery set forth in Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 3. 4. Condition of the Premises. Tenant hereby agrees to accept the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises. 5. General Use Allowance. Landlord hereby agrees to reimburse Tenant for costs ("FF&E Costs") up to $1,702.72 (the "General Use Allowance") that Tenant actually incurs in purchasing and installing furniture, fixtures, cabling and equipment in the Premises. Landlord shall reimburse Tenant for FF&E Costs actually incurred by Tenant, up to the General Use Allowance, within thirty (30) days after Landlord's receipt of invoices evidencing Tenant's FF&E Costs. Any portion of the General Use Allowance that is not so requested by Tenant on or before June 30, 2022 ("Allowance Deadline") shall revert to Landlord. If Tenant uses less than the General Use Allowance for FF&E Costs, Tenant may request in a written notice ("Rent Credit Notice") delivered to Landlord on or before Allowance Deadline, that any unused portion of the General Use Allowance be applied as a credit against Tenant's Base Rent obligations. If Tenant timely and properly delivers the Rent Credit Notice to Landlord, the credit against Base Rent shall 4884-4672-2314.1 DocuSign Envelope ID: 19F6728E-24B0-4D04-9A1 E-862E863F4A1 7 commence following the later of (a) the first day of the calendar month following the delivery of the Rent Credit Notice to Landlord or (b) the expiration of the Abatement Period. Any portion of the General Use Allowance that is not so requested by Tenant on or before the Allowance Deadline shall revert to Landlord. 6. Parking. During the Second Extended Term, Tenant shall continue to lease from Landlord one (1) unreserved parking space in the Project's parking facility and shall have the right, but not the obligation, to lease from Landlord an additional four (4) unreserved parking spaces in the Project's parking facility. Tenant shall have the right to permanently convert the lease of one (1) of Tenant's unreserved parking spaces to a reserved parking space in a location mutually agreed upon by Landlord and Tenant. During the Second Extended Term, the rate for the parking spaces leased by Tenant shall be $45.00 per unreserved parking space per month and $100.00 per reserved parking space per month. Except as provided in this Section 6, Tenant's lease and use of such parking spaces shall be governed by Section 24 of the Original Lease. 7. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this Second Amendment other CBRE representing Landlord. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any other person or entity who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this Second Amendment. 8. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this Second Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant. 9. Signing Authority. The individual(s) executing this Second Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Second Amendment and the person signing on behalf of Tenant is authorized to do so. 10. California Certified Access Specialist Inspection. Pursuant to California Civil Code §1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises." 11. Counterparts: Electronic Delivery; Electronic Signatures. This Second Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. The parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of this Second Amendment with respect to the delivering party. If a variation or discrepancy among counterparts occurs, the copy of this Second Amendment in Landlord's possession shall control. The parties shall have the right to insert the name of the people executing this Second Amendment using an electronic signature (an "Electronic Signature"), and an Electronic Signature shall be binding on such party as if this Second Amendment had been originally executed by an ink signature. 12. No Further Modification. Except as set forth in this Second Amendment, all of the terms and provisions of the Lease shall apply during the Second Extended Term and shall remain unmodified and in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this Second Amendment. [SIGNATURES ON NEXT PAGE] -2- 4884-4672-2314.1 DocuBign Envelope ID: 19F6728E-24B0-4D04-9A1E-ME863F4A17 IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written. "LANDLORD" AG DOVE OWNER, L.P., a Delaware limited partnership By: AG OC Portfolio GP, L.L.C., a Delaware limited liability company, its general partner By: r Name: Parke Miller Title: Authorized Signatory, "TENANT" CHRIS NAPOLITANO NUMISMATICS, INC., a Qafif0imFftRY6Pporation (,,�C,vis Nape�ifa�n,a By Print Name: Chris Napolitano Title: President By: Print Name: Title: This Second Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as the other officer. ACKNOWLEDGMENT OF GUARANTOR The undersigned, Guarantor under that certain Guaranty of Lease dated November 3, 2015 (the "Guaranty"), hereby consents to the foregoing Second Amendment and further acknowledges that the Guaranty remains in full force and effect with regard to the Lease, as amended by the foregoing Second Amendment. Dated: January 20, 2022 CHRIS NAPOLITANO, an iL galoned�, By 5B7da4/8i. Chris Napolitano -3- 4884-4672-2314.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of December 28, 2020, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"). RECITALS: A. BRE/OC Property Holdings L.L.C. ("Original Landlord") and Tenant entered into that certain Office Lease dated as of November 3, 2015 (the "Lease"), whereby Original Landlord leased to Tenant and Tenant leased from Original Landlord certain office space in that certain building located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). Landlord is the successor - in -interest under the Lease to Original Landlord. Pursuant to the Lease, Tenant leases from Landlord Suite 560 on the fifth (51") floor of the Building as more particularly described in Exhibit A of the Lease (the "Premises"). B. By this First Amendment, Landlord and Tenant desire to extend the Term of the Lease and to otherwise modify the Lease as provided herein. C. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Lease. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENT: 1. Re -Measurement of Premises and Building. Landlord and Tenant acknowledge and agree that (a) Landlord has re -measured the Premises and the Building and that, according to such re - measurement, (i) the rentable area of the Premises is 1,252 rentable square feet, and (ii) the rentable area of the Building is 82,868 rentable square feet; and (b) from and after the Extension Date (defined in Section 2 below), (Y) the rentable square footage of the Premises and the Building shall be deemed to be the square footages set forth in the preceding clause (a) and (Z) Tenant's Share shall be 1.51 %. 2. Extended Lease Term. The Lease Expiration Date shall be extended such that the Lease shall expire on March 31, 2022 ("New Expiration Date"). The period from April 1, 2021 ("Extension Date") through the New Expiration Date specified above, shall be referred to herein as the "Extended Term." Tenant shall not have any right to extend the Lease beyond the Extended Term. 3. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the Extended Term, Tenant shall pay, in accordance with the provisions of this Section 3 and subject to abatement pursuant to Section 4 below, monthly Base Rent for the Premises as follows: Period Monthly Base Rent Monthly Base Rent Per Rentable Square Foot 4/1 /21 — 3/31 /22 $3,881.20 $3.10 4. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or in this First Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the Lease, as amended by this First Amendment, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for the period commencing May 1, 2021 through May 31, 2021 ("Abatement Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the Lease, as amended by this First Amendment. In the event of a default by Tenant under the terms of the Lease, as amended by this First Amendment, that results in early termination pursuant to the provisions of Section 19 of the Lease, then as a part of the recovery set forth in Section 19 of the Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 4. 5. Base Year. Notwithstanding anything to the contrary in the Lease, during the Extended Term, the Base Year for Expenses and Taxes shall be the calendar year 2021. 6. Condition of the Premises. Tenant hereby agrees to accept the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises. 7. General Use Allowance. Landlord hereby agrees to reimburse Tenant for costs ("FF&E Costs") up to $1,702.72 (the "General Use Allowance") that Tenant actually incurs in purchasing and installing furniture, fixtures, cabling and equipment in the Premises. Landlord shall reimburse Tenant for 4818-1485-7173.1 FF&E Costs actually incurred by Tenant, up to the General Use Allowance, within thirty (30) days after Landlord's receipt of invoices evidencing Tenant's FF&E Costs. Any portion of the General Use Allowance that is not so requested by Tenant on or before June 30, 2021 ("Allowance Deadline") shall revert to Landlord. If Tenant uses less than the General Use Allowance for FF&E Costs, Tenant may request in a written notice ("Rent Credit Notice") delivered to Landlord on or before Allowance Deadline, that any unused portion of the General Use Allowance be applied as a credit against Tenant's Base Rent obligations. If Tenant timely and properly delivers the Rent Credit Notice to Landlord, the credit against Base Rent shall commence following the later of (a) the first day of the calendar month following the delivery of the Rent Credit Notice to Landlord or (b) the expiration of the Abatement Period. Any portion of the General Use Allowance that is not so requested by Tenant on or before the Allowance Deadline shall revert to Landlord. 8. Security Deposit. Tenant has previously deposited with Landlord $3,316.57 as a Security Deposit under the Lease. Concurrently with Tenant's execution of this First Amendment, Tenant shall deposit with Landlord an additional $952.75, for a total Security Deposit under the Lease, as amended herein, of $4,269.32. Landlord shall continue to hold the Security Deposit as increased herein in accordance with the terms and conditions of Section 21 of the Lease. 9. Parking. In lieu of the parking spaces provided to Tenant under the Lease, during the Extended Term, Tenant shall lease from Landlord one (1) unreserved parking space in the Project's parking facility and shall have the right, but not the obligation, to lease from Landlord an additional four (4) unreserved parking spaces in the Project's parking facility. Tenant shall have the right to permanently convert the lease of one (1) of Tenant's unreserved parking spaces to a reserved parking space in a location mutually agreed upon by Landlord and Tenant. During the Extended Term, the rate for the parking spaces leased by Tenant shall be $46.00 per unreserved parking space per month and $100.00 per reserved parking space per month. Except as provided in this Section 9, Tenant's lease and use of such parking spaces shall be governed by Section 24 of the Lease. 10. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this First Amendment other CBRE representing Landlord. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any other person or entity who claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this First Amendment. 11. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this First Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the passage of time, would constitute a default under the Lease by either Landlord or Tenant. 12. Signing Authority. The individual(s) executing this First Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this First Amendment and the person signing on behalf of Tenant is authorized to do so. 13. California Certified Access Specialist Inspection. Pursuant to California Civil Code §1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code §55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises." If Tenant requests to perform a CASp inspection of the Premises, Tenant shall, at its cost, retain a CASp approved by Landlord (provided that Landlord may designate the CASp, at Landlord's option) to perform the inspection of the Premises at a time agreed upon by the parties. Tenant shall provide Landlord with a copy of any report or certificate issued by the CASp (the "CASp Report") and Tenant shall, at its cost, promptly complete any modifications necessary to correct violations of construction related accessibility standards identified in the CASp Report, which modifications will be completed as a Tenant Alteration, notwithstanding anything to the contrary in the Lease (as amended). Tenant agrees to keep the information in the CASp Report confidential except as necessary for the Tenant to complete such modifications. 14. Counterparts; Electronic Delivery; Electronic Signatures. This First Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. The parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of this First Amendment with respect to the delivering party. If a variation or discrepancy among counterparts occurs, the copy of this First Amendment in Landlord's possession shall control. The parties shall have the right to insert the name of the people executing this First Amendment using an electronic signature (an "Electronic Signature"), -2- 4818-1485-7173.1 and an Electronic Signature shall be binding on such party as if this First Amendment had been originally executed by an ink signature. 15. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Lease shall apply during the Extended Term and shall remain unmodified and in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended by this First Amendment. IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written. "LANDLORD" AG DOVE OWNER, L.P., a Delaware limited partnership By: AG OC Portfolio GP, L.L.C., a Delaware limitei I liability company, its general partne By: Name: Parke Miller AUthorized signatorY Title: "TENANT" CHRIS NAPOLITANO NUMISMATICS, INC., a Californ' orporation By: Print Name: Swo t- / rr4 /J 0 Title: By:r Print Name: l S PO L I 7-NrAj l/ Title: (�r 0 This First Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board, the president or a vice president, and the other being the secretary, an assistant secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as the other officer. ACKNOWLEDGMENT OF GUARANTOR The undersigned, Guarantor under that certain Guaranty of Lease dated November 3, 2015 (the "Guaranty"), hereby consents to the foregoing First Amendment and further acknowledges that the Guaranty remains in full force and effect with regard to the Lease, as amended by the foregoing First Amendment. Dated: December 28, 2020 CHRIS NAPOLITANO, an indiv'd�l,� /j�P By: Chris Napolitano -3- 4818-1485-7173.1 OFFICE LEASE This Office Lease (this "Lease"). dated as of the date set forth in Section 1.1. is made by and between BRF,/OC PROPERTY HOLDINGS L.L.C., a Delaware limited liability company ("Landlord"), and CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant"). The following exhibits are incorporated herein and made a part hereof. Exhibit A (Outline of Premises); Exhibit B (f Intentionally Omitted]); Exhibit C (Form of Confirmation Letter); Exhibit D ( Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions). Exhibit G (Asbestos Notification); and Exhibit H (Form of Guaranty). 1 BASIC LEASE INFORMAnTIION. 1.1 Date: I \I Q , 2015 1.2 Premises. VVV j I 1.2.1 "Building": 1201 Dove Street, Newport Beach, California 92660, commonly known as 1201 Dove. 1.2.2 "Premises": Subject to Section 2.1.1, 1.241 rentable square feet of space located on the 5 h floor of the Buildina and commonly known as Suite 560. the outline and location of which is set forth in Exhibit A. If the Premises include any floor in its entirety, all corridors and restroom facilities located on such floor shall be considered part of the Premises. 1.2.3 "Property": The Building, the parcel(s) of land upon which it is located, and, at Landlord's discretion, any parking facilities and other improvements serving the Building and the parcel(s) of land upon which such parking facilities and other improvements are located. 1.2.4 "Project": The Property or, at Landlord's discretion, any project containing the Property and any other land, buildings or other improvements. 1.3 Term 1.3.1 Term: The term of this Lease (the "Term") shall begin on the Commencement Date and expire on the Expiration Date (or any earlier date on which this Lease I,is terminated as provided herein). 1.3.2 "Commencement The earlier of (i)the first date on which Tenant conducts Date": business in the Premises, or (ii) November 1. 2015; provided, however, that if Landlord fails to deliver the Premises to Tenant pursuant to this Lease on or before the date described in the preceding clause (ii) as a result of any holdover or unlawful possession by another party, the Commencement Date shall he the date o� which Landlord delivers possession of the Premises to Tenant pursuant to this Lease free from occupancy by any pwr y. 1.3.3 "Expiration The last day of the 65"' full calendar month beginning on or Date": after the Commencement Date. 1.4 "Base Rent": Annual Base Rent Monthly Base Monthly Period Durina Per Rentable Rent Per Rentable Installment "Perm Square Foot Square )Hoot of Base Rent (rounded to the (rounded to the nearest 100th of a nearest IOOth of a dollar) dollar) Commencement $27.00 $2.25 $2,792.25 Date through last day of' 12"' full calendar month of Tern 13"' through 24a' $27.95 $2.33 $2,890.50 full calendar months ofTerm 25°i through 3611' $28.92 $2.41 $2.990.81 Hill calendar months of "I'crm 37`t' through 48°i $29.94 $2.50 $3,096.30 lull calendar months of"hcrm 49°i through 60°' $30.98 $2.58 $3?03.85 full calendar months ol'Term 61" full calendar $32.07 $2.67 $3.316.57 month ofTern through Expiration Date Notwithstanding the foregoing, Base Rent shall be abated, in the amount of $2.792.25 per month, for the second (2nd) through sixth (0) full calendar months of the 'Perm: provided, however. that it' a Default (defined in Section 19.1) exists when any such abatement would otherwise apply, such abatement shall be deferred until the date. ifanv, on which such Default is cured. 1.5 "Base fear" fbr Expenses: Calendar year 2016. "Base Fear" torTaxes: Calendar year 2016. 1.6 "1'eaa<ant's Share'": 1.5099% (based upon a total of 82,190 rentable square feet in the Building), subject to Section 2.1.1. 1.7 "Permitted Ilse'': General office use consistent with a first-class otftice building- I.S. "Security Deposit": $33316.57. as more particularly described in Section 21. Prepaid Base Rent: $2,792.25, as more particularly described in Section 3. 1.9 Parking: Four (4) unreserved parking spaces, at the crate of $0.00 per space per month, as such rate may be adjusted from time to time after the expiration of the initial ''Perm to reflect Landlord's then current rates. Zero (0) reserved parking spaces, at the rate of $N/A per space per month. 2 1.10 Address of Tenant: Before the Commencement Date: Chris Napolitano Numismatics, Inc. 1047 Presidio Dr, Costa Mcsa_ CA 92626 From and after the Commencement Date: the Premises. 1.11 Address of Landlord: BREW PROPERTY HOLDINGS L.L.C. c/o .Equity Office 970 W. 190th Street, Suite 110 Iforrance, CA 90502 Attn: Re-ional Finance Group - MLA with copies to: BRE/OC PROPERTY IlOLI)INGS L.L.0 C/o Equity Office 18 10 Gateway Drive, Suite 230 San Mateo. California 94404 Attn: Managing Counsel and BRE/OC PROPERTY HOLDINGS L.L.C. c/o Equity Office 222 S. Riverside Plaza, Suite 2000 Chicago, II, 60606-6115 Attn: Lease Administration 1.12 Broker(s): CBRE, Inc., a Delaware corporation (`Tenant's Broker"), representing Tenant, and Orion Property Partners, Inc., a California corporation ("Landlord's Brokcr=')_ representing Landlord. 1.13 Building IIVAC Hours "Building HVAC Hours" means 9:00 a.m. to 6:00 p.m., and I lolidays: Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday, excluding the day of observation of' New Year's Day, Presidents Day, Memorial Day, Independence Day, tabor Day, Thanksgiving Day, Christmas Day, and, at Landlord's discretion, any other locally or nationally recognized holiday that is observed by other Comparable Buildings (defined in Section 25.10) (collectively, :.Holidays"). 1.14 "Transfer Radius": None. 1.15"Tenant Defined in Exhibit 13, ifany. Improvements": 1.16 "Guarantor": Chris Napolitano, an individual. Concurrently with Tenant's execution and delivery hereof; Tenant shall cause Guarantor to execute and deliver a guaranty in favor of Landlord in the form of Exhibit H. 2 PREMISES AND CONIMON AREAS. 2.1 The ITremises. 2.1.1 Subjcct to the terms hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. Landlord and Tenant acknowledge that the rentable square footage of the Premises is as set forth in Section 1? 2 and the rentable square footage of the Buildina is as set forth in Section 1_6, provided, however, that Landlord may from time to time re - measure the Premises and/or the Building in accordance with any generally accepted measurement standards selected by Landlord and adjust Tenant's Share based on such re-measuremcnt, provided further, however, that any such re -measurement shall not affect the amount of' Base iRent payable for, or the amount of any tenant allowance applicable to, the initial 'Perm. At any time Landlord may deliver to Tenant a notice substantially in the form of Exhibit C. as a confirmation of the information set forth therein. Tenant shall execute and return (or, by notice to Landlord, reasonably object to) such notice within live (5) days after receiving it, and if' Tenant fails to do so, Tenant shall be deerned to have executed and returned it without exception. 2.1.2 Except as expressly provided herein, the Premises are accepted by 'Tenant in their configuration and condition existing on the date hereof' (or in such other configuration and condition as any existing tenant of the Premises may cause to exist in accordance with its 'lease), without any obligation of Landlord to perform or pay for any alterations to the PrCmISCS, and without any representation or warranty regarding the configuration or condition of the Premises, the Building or the Project or their suitability for Tenant's business. 2.2 Common Areas. Tenant may use, in common with Landlord and other parties and subject to the Rules and Regulations (defined in Exhibit 1)), any portions of the Property that are designated from time to time by landlord 1'or such use (the "Common Areas"). 3 RENT. Tenant shall pay all Base Rent and Additional Rent (defined below) (collectively, to Landlord or Landlord's agent, without prior notice or demand or any setoff or deduction, at the place Landlord may designate from time to time, in money of the United States of America that, at the time of payment, is legal tender for the payment of all obligations. As used herein, "Additional Rent" means all amounts" other than Base Rent- that Tenant is required to pay Landlord hereunder. Monthly payments of Base Rent and monthly payments of Additional Rent for Expenses (defined in Section 4.2.2), 'faxes (defined in Section 4.2.3) and parking (collectively, "Monthly Rent") shall be paid in advance on or before the first day of each calendar month during the Term: provided, however. that the installment or Base Rent for the first full calendar month for which Base Rent is payable hereunder shall be paid upon Tenant's execution and delivery hereof. I?xcept as otherwise provided herein, all other items of Additional Rent shall be paid within 30 days after Landlord's request for payment. 'Rent for any partial calendar month shall be prorated based on the actual number of days in such month. Without limiting Landlord's other rights or remedies, (a) if any installment of Rent is not received by Landlord or its designee within live (5) business days after its due date" 'Tenant shall pay Landlord alate charge equal to 5%, of the overdue amount: and (b) any Rent that is not paid within 10 days after its due date shall bear interest, From its due date until paid, at the lesser of 18% per annum or the highest rate permitted by Law (defined in Section 5). Tenant's covenant to pay Rent is independent of every other covenant herein. 4 EXPENSES AND TAXES. 4.1 General Terms. In addition to Base Rcnt, "Tenant shall pay, in accordance with Section 4.4, for each Hxpense Year (defined in Section 4.2.1). an amount equal to the Sam of (a) Tenant's Share of any amount (the "Expense Excess") by which Hxpenses for such Expense Year exceed Expenses for the Base Year, plus (b) Tcnanfs Share orally amount (the "Tax Excess') by which Taxes for such Hxpense Year exceed Taxes for the Base Year. No decrease in Expenses or Taxes for any Expense Year below the corresponding amount for the Base Year shall entitle Tenant to any decrease in Base Rent or any credit against amounts due hereunder. 'Tenant's Share of the Expense Excess and 'Tenant"s Share of the 'rax i::xCCSS for any partial I?xpensc Year shall be prorated based on the number of days in such Expense Year, 4.2 Definitions. As used herein, the following terms have the following meanings: 4.2.1 "Expense Year" means each calendar year (other than the Base Year and any preceding calendar year) in which any portion of the Tern occurs. 42.2 "Expenses" means all expenses. costs and amounts that Landlord pays or accrues during the Base Year or any Expense Year because of or in connection with the ownership. management, maintenance, security" repair, replacement, restoration or operation of the Property. Landlord shall act in a reasonable manner in incurring Expenses. Expenses shall include (i) the cost of'supplying all utilities, the cost of operating. repairing, maintaining and renovating the utility" telephone, mechanical, sanitary, storm -drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith: (ii) the cost or licenses, certificates- permits and inspections, the cost of contesting any Laws that may affect Expenses and the costs of complying with any governmentally -mandated transportation - management or similar program; (iii) the cost of all insurance premiums and deductibles, (iv) the cost of landscaping and relamping: (v) the cost of parking area operation, repair, restoration, and maintenance: (vi) a management fee in the amount (which is hereby acknowledged to be reasonable) of 3% of gross annual receipts from the Building (excluding the management fee), together with other fees and costs, including consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management" operation, maintenance and repair of the Property: (vii) the tair rental value of any nianagcmcnt office space, (viii) wages, salaries and other compensation, expenses and benefits, including taxes levied thereon" of all persons engaged in the operation, maintenance and security of the Property. and costs of training. uniforms, and employee enrichment for such persons, (ix) the costs or operation. repair, maintenance and replacement of all systems and equipment (and components thereof) of the Property: (x) the cost of janitorial, alarm, security and other services, replacement of wall and floor coverings, ceiling tiles and fixtures in Common Areas. maintenance and replacement of curbs and walkways_ repair to roots and re -rooting: (xi) rental or acquisition costs of' supplies, tools. equipment, materials and personal property used in the maintenance. operation and repair of the Property, (xii) the cost of capital improvements or any other items that are (A) intended to reduce current or future Expenses, enhance the safety or security of the Property or its occupants, or enhance the environmental sustainability of the Property's operations, (13) replacements or modifications of the nonstructural portions of the Base Building (defined in Section 5) or Common Areas that are required to keen the Base Building or Conmion Areas in good condition. or (C) required under any Law. (xiii) the cost of tenant -relation programs reasonably established by Landlord: and (xiv) payments under any existing or future reciprocal casement agreement, transportation management agreement, cost -sharing agreement or other covenant, condition, restriction or similar instrument affecting, the Property. Notwithstanding the foregoing, Expenses shall not include: (a) capital expenditures not described in clauses (xi) or (xii) above (in addition, any capital expenditure shall be included, in Expenses only if' paid or accrued after the Base Year and shall be amortized (including actual or imputed interest on the amortized cost) over such period of time as Landlord shall reasonably determine): (b) depreciation. (c) principal payments of mortgage or other non -operating debts of Landlord. (d) costs of repairs to the extent Landlord is reimbursed by insurance or condemnation proceeds, (e) except as provided in Clause (xiii) above, costs of leasing space; in the Building, including brokeragecommissions, lease concessions_ rental abatements and construction allowances granted to specific tenants: (f) costs of sellinglinancing or refinancing the Building: (g) fines, penalties or interest resulting from late payment of Taxes or Expenses; (h) organizational expenses of creating or operating the entity that constitutes Landlord: or (i) damages paid to Tenant hereunder or to other tenants of the Building under their respective leases. I f'' during any portion of the Base Year or any Expense Year, the Building is not 95% occupied (or a service provided by Landlord to Tenant is not provided by Landlord to a tenant that provides such service itself or any tenant ot'the Building is entitled to free rent, rent abatement or the like). Expenses for such year shall be determined as if the Building had been 95%occupied (and all services provided by Landlord to Tenant had been provided by Landlord to all tenants, and no tenant of the Building had been entitled to fret rent, rent abatement or the like) during such portion of such year. Notwithstanding any contrary provision hereof, Expenses for the Base Year shall exclude (a) any market -wide cost increases resulting From extraordinary circumstances, including force Majeure (defined in Section 25.2), boycotts, strikes. conservation surcharges, embargoes or shortages, and (b) at Landlord's option. the cost of any repair or replacement that Landlord reasonably expects will not recur on an annual or more Irequent basis. 4.2.3 —faxes" means all federal, state, county or local governmental or municipal taxes, foes, charges, assessments, levies, licenses or other impositions. whether general.' special, ordinary or extraordinary. that are paid or accrued during the Base Year or any Expense Year (without regard to any difterent fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing or operation of the Property. 'faxes shall include (a) real estate taxes: (b) general and special assessments. (c) transit taxes: (d) leasehold taxes, (e) personal property taxes imposed upon the fixtures. machinery, equipment, apparatus, systems, appurtenances. furniture and other personal property used in connection with the Property; (1) any tax on the rent, ri-lit to rent or other income from any portion of the Property or as against the business of leasing any portion of the Property. (g) any assessment, tax. fee. levy or charge imposed by any governmental agency. or by any non -governmental entity pursuant to any private cost -sharing agreement, in order to fund Lie provision or enhancement of anv fire -protection, street sidewalk- or road -maintenance, reluse-removal or other service that is (or_ before the enactment of Proposition 13, was) normally provided by governmental agencies to property owners or occupants without charge (other than through real property taxes), and (h) payments in lieu of - taxes under any tax increment financing agreement, abatement agreement, agreement to construct improvements, or other agreement with any governmental body or agency or taxing authority. Any costs and expenses (including reasonable attorneys' and consultants' fees) incurred in attempting to protest, reduce or minimize 'faxes shall be included in 'faxes for the year in which) they are incurred. Notwithstanding any contrary provision hereof: 'faxes shall be determined without regard to any "green building" credit and shall exclude (i) all excess profits taxes. franchise taxes, gilt, taxes, capital stock taxes. inheritance and succession taxes, transfer taxes, estate taxes, federal and state income taxes, and other taxes to the extent (x) applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Property), or (y) measured solely by the square footage, rent, lees, services, tenant allowances or similar amounts, rights or obligations described or provided in or under any particular lease, license or similar agreement or transaction at the Building; (ii) any Expenses. and (iii) any items required to be paid or reimbursed by Tenant under Section 4.5. 4.3 Allocation. Landlord, in its reasonable discretion, may equitably allocate Expenses among oil -ice. retail or other portions or occupants of the Property. If Landlord incurs Expenses or Taxes tirr the Property together with another property. Landlord, in its reasonable discretion, shall equitably allocate such shared amounts between the Property and such other property. 4.4 Calculation and Payment of Expense Excess and Tax Excess. 4.4.1 Statement of Actual Expenses and "faxes; Payment by "Tenant. Landlord shall give to Tenant, after the end of each Expense Year. a statement (the "Statement") setting forth the actual Expenses. Taxes, Expense Excess and Tax Excess for such Expense Year. If the amount paid by Tenant for such Expense Year pursuant to Section 4.4.2 is less or more than the sum of "Tenant's Sharc of the actual Expense Excess plus Tenant's Share of the actual Tax Excess (as such amounts are set forth in such Statement). Tenant shall pay Landlord the amount of such underpayment, or receive a credit in the amount of such overpayment., with or against the Rent then or next due hereunder; provided, however, that if' this Lease has expired or terminated and Tenant has vacated the Premises, Tenant shall pay Landlord the amount of such underpayment, or Landlord shall pay Tenant the amount of such overpayment (less any Rent due), within 30 days after delivery of such Statement. Any failure of Landlord to timely deliver the Statement for any Expense Year shall not diminish either party's rights under this Section 4. 4.4 2 Statement of Estimated Expenses and Taxes. Landlord shall give to Tenant. for each Expense Year, a statement (the "Estimate Statement") setting forth Landlord's reasonable estimates of the Expenses, Taxes, Expense Excess (the "Estimated Expense Excess") and "Lax Excess (the "Estimated "fax Excess") for such Expense Year. Upon receiving an Estimate Statement, "Tenant shall pay, with its next installment of Base Rent, an amount equal to the excess of (a) the amount obtained by multiplying (i) the sum of Tenant's Share of the Estimated Expense Excess phis 'Tenant's Share of the Estimated Tax Excess (as such amounts are set forth in such Estimate Statement), by (it) a fraction, the numerator of which is the number of months that have elapsed in the applicable Expense Year (including the month of such payment) and the denominator of which is 12, over (b) any amount previously paid by Tenant for such Expense Year pursuant to this Section 4.4.2. Until Landlord delivers a new Estimate Statement (which Landlord may do at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one -twelfth (1/12) of the sum of Tenant's Share of the Estimatcd Expense Excess plus Tenant's Share of the Estimated Tax Excess, as such amounts are set forth in the Previous Estimate Statement. Any failure of Landlord to timely deliver any Estimate Statement shall not diminish Landlord's rights to receive payments and revise any previous Estimate Statement under this Section 4. 4.4.3 Retroactive Adjustment of 'Taxes. Notwithstanding any contrary provision hereof; if, after Landlord's delivery of any Statement, an increase or decrease in Taxes occurs for the applicable Expense Year or for the Base Year (whether by reason of reassessment, error, or otherwise), Taxes for such Expense Year or the Base Year, as the case may be, and the Tax Excess for such Expensc Year shall be retroactively adjusted. If; as a result of such adjustment, it is detennined that Tenant has under- or overpaid Tenant's Share of such "Tax Excess, Tenant shall pay Landlord the amount of such underpayment, or receive a credit in the amount of such overpayment, with or against the Rent then or next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises, Tenant shall pay Landlord the amount of such underpayment, or Landlord shall pay "Tenant the amount of such overpayment (less any Rent due), within 30 days after such adjustment is made. 4.5 Charges for Which "Tenant Is Direetly Responsible. Notwithstanding any contrary provision hereof, Tenant, promptly upon demand, shall pay (or if paid by Landlord,, reimburse Landlord for) each of the following to the extent levied against Landlord or Landlord's property: (a) any tax based upon or measured by (i) the cost or value of Tenant's trade fixtures. equipment, furniture or other personal property, or (ii) the cost or value of the Leasehold Improvements (defined in Section 7.1) to the extent such cost or value exceeds that of a Building -standard build -out, as determined by Landlord; (b) any rent tax, sales tax, service tax, transfer tax, value added tax, use tax, business tax. gross income tax. gross receipts tax, or other tax, assessment, fee, levy or charge measured solely by the square footage. Rent. services. tenant allowances or similar amounts, rights or obligations described or provided in or under this Lease: (c) any tax assessed upon the possession, leasing, operation. management, maintenance, alteration, repair, use or occupancy by Tenant of any portion of the Property; and (d)! any tax assessed on this transaction or on any document to which Tenant is a party that creates an interest or estate in the Premises. 4.6 Books and Records. Within 60 days after receiving any Statement (the "Review Notice Period"), Tenant may give Landlord notice ("Review Notice") stating that Tenant elects to review Landlords calculation of the Expense Excess and/or Tax Excess for the Expanse Year to which such Statement applies and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord's option, an executed confidentiality agreement as described below), Landlord shall deliver to Tenant. or make available for inspection at a location reasonably designated by Landlord, copies o1'such records. Within 60 days after such records are made available to Tenant (the "Objection Period"). "Tenant may deliver to Landlord notice (an "Objection Notice") stating with reasonable specificity any objections to the Statement. in which event Landlord and Tenant shall work together in good faith to resolve 'Tenant's objections. Tenant may not deliver more than one Review Notice or more than one Objection Notice with respect to any Statement. 11 Tenant fails to give Landlord a Review Notice before the expiration of the Review Notice Period or fails to give Landlord an Objection Notice belore the expiration of the Objection Period, Tenant shall be deemed to have approved the Statement. Notwithstanding any contrary provision hereof. Landlord shall not be required to deliver or make available to Tenant records relating to the Base Year, and Tenant may not object to Expenses or Taxes for the Base Year, other than in connection with the first review for an Expense Year performed by Tenant pursuant to this Section 4.6. If Tenant retains an agent to review Landlord's records, the agent must be with a CPA firm licensed to do business in the State of California and its fees shall not be contingent, in whole or in part, upon the outcome of the review. Tenant shall be responsible for all costs of such review. The records and any related infonnation obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant. its auditors, consultants, and any other parties reviewing the same on behalf ofTenant (collectively, "Tenant's Auditors"). Before making any records available for review. Landlord may require Tenant and Tenant's Auditors to execute a reasonable confidentiality agreement in which event Tenant shall cause the same to be executed and delivered to Landlord within 30 days after receiving it from Landlord. and if Tenant fails to do so. the Objection Period shall be reduced by one day for each day by which such execution and delivery follows the expiration of such 30- day period. Notwithstanding any contrary provision hereof, Tenant may not examine Landlord's records or dispute any Statement if any Rent remains unpaid past its due date. !i; for any Expense Year, landlord and Tenant determine that the sum of Tenant's Share of the actual Expense Excess plus 'Tenant's Share of the actual Tax Excess is less or more than the amount reported, Tenant shall receive a'credit in the amount of its overpayment, or pay Landlord the amount of its underpayment, against or with the Rent next due hereunder: provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises. Landlord small pay Tenant the amount of its overpayment (less any Rent due), or Tenant shall pay Landlord the amount of its underpayment, within 30 days after such determination. 5 USE; COMPLIANCE WITH LAWS. Tenant shall not (a) use the Premises for any purpose other than the Permitted Use, or (b) do anything in or about the Premises that violates any of the Rules and Regulations, damages the reputation of the Project, interferes with, injures or annoys other occupants of the Project, or constitutes a nuisance. Tenant, at its expense, shall comply with all laws relating to (i) the operation of its business at the Project, (H) the use, condition, configuration or occupancy of the Premises, (iii) any Supplemental Systems (defined below) serving the Premises, whether located inside or outside of the Premises, or (iv) the portions of Base Building Systems (defined below) located in the Premises. 11: in order to comply with any such Law, 'Tenant must obtain or deliver any permit,' certificate or other document evidencing such compliance, Tenant shall provide a copy of such document to Landlord promptly after obtaining or delivering it. if a change to any Common Area or the Base Building (other than any portion of a Base Building System located in the Premises) becomes required under Law (or it' any such requirement is enforced) as a result of any Tenant -Insured Improvement (defined in Section_ 10.2 2), the installation of any trade fixture, or any particular use of the Premises (as distinguished from general office use), then Tenant, upon demand, shall (x) at Landlord's option, either make such change at Tenant's cost or pay Landlord the cost of making such change. and ',(y) pay Landlord a coordination fee equal to 10% of the cost of such change. As used herein, "Lase" means any existing or future law. ordinance, regulation or requirement of any governmental authority having jurisdiction over the Project or the parties. As used herein, "Supplemental System" means any Unit (defined in Section 25.5), supplemental fire -suppression system, kitchen (including any hot water heater, dishwasher. garbage disposal, insta-hot dispenser, or plumbing), shower or similar facility, or any other system that would not customarily be considered part of the base building of a first-class multi -tenant office building. As used herein. "Base Building System" means any mechanical (including 1IVAC), electrical. plumbing or fire/life-safety system serving the Building, other than a Supplemental System. As used herein, "Base Building' means the structural portions of the Building, together with the Base Building Systems. 6 SERVICES. 6.1 Standard Services. Landlord shall provide the following services on all days (unless otherwise stated below): (a) subject to limitations imposed by Law, customary heating, ventilation and air conditioning ("HVAC") in season during Building EIVAC Hours. stubbed to the Premises, (b) electricity supplied by the applicable public utility, stubbed to the Premises, (c) water supplied by the applicable public utility (i) for use in lavatories and any drinking facilities located' in Common Areas within the Building, and (ii) stubbed to the Building core f-or use in any plumbing fixtures located in the Premises: (d) (Intentionally Omitted), and (e) elevator service (subject to scheduling by Landlord. and payment of Landlord's standard usage fee, for any freight service). 6.2 Above -Standard Use. landlord shall provide HVAC service outside Building IIVAC I lours if 'Tenant gives Landlord such prior notice and pays Landlord such hourly cost per zone as Landlord may require. Tenant shall not, without Landlord's prior consent, use equipment that may atT'ect the temperature maintained by the air conditioning system or consume above -Building -standard amounts of ally water lurnished for the Premises by Landlord pursuant to Section 6. I. Ef "Tenant's consumption of electricity or water exceeds the rate landlord reasonably deems to be standard for the Building, Tenant shall pay landlord, upon billing, the cost of such excess consumption, including any costs of installing, operating and maintaining any equipment that is installed in order to supply or measure such excess electricity or water. For purposes of the preceding sentence, any consumption of electricity in a computer server room shall be deemed to exceed the standard rate for the Building. The connected electrical load of Tenant"s incidental -use equipment shall not exceed the Building -standard electrical design load, and "Tenant's electrical usage shall not exceed the capacity of the feeders to the Project or the risers or wiring installation. 6.3 Interruption. Subject to Section I1, any failure to furnish, delay in furnishing, or diminution in the quality or quantity of any service resulting from any application of Law, failure of equipment, performance of maintenance. repairs, improvements or alterations, utility interruption, or event of Force Majeure (each. a 'Service Interruption") shall not render Landlord liable to Tenant, constitute a constructive eviction, or excuse Tenant from any obligation hereunder. Notwithstanding the foregoing, if all or a material portion of the Premises is made untenantable or inaccessible for more than five (5) consecutive business days after notice from Tenant to Landlord by a Service Interruption that (a) does not result from a Casualty (defined in Section 11), a Taking (defined in Section 13) or an Act of "Tenant (defined in Section 10.1), and (b) can be corrected through Landlord's reasonable effbrts, then, as Tenant-s sole remedy, Monthly Rent shall abate for the period beginning on the day immediately following such 5-business day period and ending on the day such Service Interruption ends, but only in proportion to the percentage of the rentable square footage of the Premises made untenantablc or inaccessible and not occupied by "Tenant. 6.4 Janitorial Service to Premises. Tenant, at its expense, shall provide all trash -disposal, Janitorial, cleaning and pest -control services to the interior of the Premises, on a regular basis. so that the Premises are kept in a reasonably neat, clean and pest -free condition. Without limiting the foregoing_ trash. garbage and other waste shall be kept only in sanitary containers installed by "Tenant in the Premises, and all containers and equipment in die Premises for the storage or disposal of such materials shall be kept in a clean and sanitary condition. All trash, garbage and other waste collected in the Premises. when removed by Tenant from the Premises, shall be deposited in containers provided by Landlord for such purpose in the Common Areas, subject to such reasonable rules and procedures as Landlord may establish from time to time. Landlord shall have no obligation to provide trash -disposal, janitorial. cleaning or pest -control services to the interior of' the Premises, and the incremental cost of providing such services to the interiors of other tenant suites shall be excluded fi-om Expenses. Notwithstanding the foregoing, if a Default (defined in Section 19.1) or an emergency exists, Landlord may. at its option, provide janitorial, cleaning or pest -control services to the interior of the Premises on Tenant's behalf; in which case 'Tenant shall pay Landlord, upon demand, the cost ol'such services plus a coordination fce equal to 10% of such cost. 7 IZI+PAIRS AND ALTERATIONS. 7.1 Repairs. Subject to Section 11, "Tenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved, except for reasonable wear and tear and repairs that arc Landlord's express responsibility hereunder. Tenant's maintenance and repair obligations shall include (a) all leasehold improvements in the Premises. including any TenantImprovements, any Alterations (defined in Section 7.2), and any leasehold improvements installed pursuant to any prior lease (the "Leasehold Improvements"), but excluding the Base Building, (b) any Supplemental Systems serving the Premises, whether located inside or outside of the Premises, and (c) all Lines (defined in Section 23) and trade fixtures. Notwithstanding the foregoing, if' a Default or an emergency exists, Landlord may. at its option, perform such maintenance and repairs on "Tenants behalf: in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination lbe equal to 10% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls and windows of the Building. (ii) the Base Building, and (iii) the Common Areas. 7.2 Alterations. Tenant may not make any improvement, alteration, addition or change to the Premises or to any mechanical, plumbing or IIVAC facility or other system serving the Premises (an "Alteration") without Landlord's prior consent, which consent shall be requested by Tenant not less than 30 days before commencement of work and shall not be unreasonably withheld by Landlord. Notwithstanding the foregoing. Landlord's prior consent shall not be required for any Alteration that is decorative only (e.,�.. carpet installation or painting) and not visible from outside the Premises, provided that Landlord receives 10 business days' prior notice. For any Alteration, (a) Tcnant, before beginning work, shall deliver to Landlord, and obtain Landlord's approval of; plans and specifications, (b) Landlord, in its discretion, may require Tenant to obtain security for performance satisfactory to Landlord, (c) "Tenant shall deliver to Landlord "as built" drawings (in CAD format, if requested by Landlord), completion affidavits, full and final lien waivers, and all governmental approvals, and (d)Tenant shall pay Landlord upon demand (i) Landlord's reasonable out-of-pocket expenses incurred in reviewing the wort:, and (ii) a coordination fee equal to W% of' the cost of the work: provided, however, that this clause (d) shall not apply to any Tenant Improvements. 7.3 'Tenant Work. Before beginning any repair or Alteration or any work afTecting Lines (collectively, `Tenant `Fork"), Tenant shall deliver to Landlord, and obtain Landlord"s approval of: (a) names of contractors, subcontractors, mechanics, laborers and materialmen; (b) evidence of' contractors' and subcontractors' insurance: and (c) any required governmental permits. Tenant shall perform all Tenant Work (i) in a good and workmanlike manner using materials ofia quality reasonably approved by Landlord: (ii) in compliance with any approved plans and specifications. all Laws, the National Electric Code, and Landlord's construction rules and regulations; and (iii) in a manner that does not impair the Base Building. If, as a result of any Tenant Work, Landlord becomes required under Law to perform any inspection, give any notice, or cause such Tenant Work to be performed in any particular manner_ 'tenant shall comply with such requirement and promptly provide Landlord with reasonable documentation of such compliance. Landlord's approval of Tenant"s plans and specifications shall not relieve Tenant from any obligation under this Section 7.3. In perfonning any "tenant Work, "Tenant shall not use contractors, services, labor, materials or equipment that, in Landlord's reasonable judgment, would disturb labor harmony with any workforce or trades engaged in perforg minother work or services at the Project. ` 8 LANDLORD'S PROPERTY. All Leasehold Improvements shall become Landlord's property Upon installation and without compensation to Tenant. Notwithstanding the foregoing, if any Tenant - Insured Improvements (other than any Unit, which shall be governed by Section 25.5) are not. in Landlords reasonable judgment, Building standard, then before the expiration or earlier termination hereof. Tenant shall. at Landlord's election, either (a) at Tenant's expense, and except as otherwise notified by Landlord, remove such 'tenant -Insured Improvements, repair any resulting damage to the 1remises or Building, and restore the affected portion of the Premises to its configuration and condition existing before the installation of' such "tenant -Insured Improvements (or, at Landlord's election. to a Building -standard tenant -improved configuration and condition as determined by Landlord), or (b) pay Landlord an amount equal to the estimated cost of such work, as reasonably determined by Landlord. If Tenant fails to timely peribmi any work required under clause (a) of the preceding sentence, Landlord may perform such wort: at Tenant's expense. e) LIENS. Tcnant shall keep the Project free from any lien arising out of any work performed, material furnished or obligation incurred by or on behalf of Tenant. "tenant shall remove any such lien within 10 business days after notice from Landlord, and if Tcnant fails to do so. Landlord, without limiting its remedies, may pay the amount necessary to cause such removal, whether or not such lien is valid. The aunount so paid, together with reasonable attorneys' fees and expenses. shall be reimbursed by Tenant upon demand. 10 INDEMNIFICATION; INSURANCE 10.1 Waiver and Indemnification. Tenant waives all claims against Landlord, its Security I folders (defined in Section 17). Landlord's managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, ofticcrs, directors, cmployees and agents of each of the foregoing (including Landlord. the "Landlord Parties") for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any gross negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify. defend. protect, and hold the Landlord parties harmless from any obligation, loss. claim_ action, liability, penalty, damage, cost or expense (including reasonable attorneys' and consultants' lees and expenses) (each, a _Claim") that is imposed or asserted by l any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners. or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an "Act of Tenant"), except to the extent such Claim arises from any gross negligence. willful misconduct or breach ofthis Lease of or by any Landlord Party. 10.2 "Tenant's Insurance. Tenant shall maintain the following coverages in the Iollowing amounts: 102.1 Commercial General liability Insurance covering claims of bodily injury, personal injury and property damage arising out of Tenant's operations and contractual liabilities, including coverage fornierly known as broad form, on an occurrence basis, with combined primary and excess/umbrella limits of -at least $2,000,000 each occurrence and $3.000.000 annual aggregate. 10 2.2 Property Insurance covering (i) all office furniture, trade fixtures, office equipment, fi-ce-standing cabinet wort:. movable partitions, merchandise and all other items of Tenant's property in the Premises installed by, tor, or at the expense of Tenant, and (ii) any Leasehold Improvements installed by or for the benefit of 'tenant, whether pursuant to this Lease or pursuant to any prior lease or other agreement to which Tenant was a party ("'Tenant -Insured Improvements'). Such insurance shall be written on a special cause of loss or all risk florin for physical loss or damage, 1'or the Full replacement cost value (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance. and shall include coverage for damage or other loss caused by fire or other peril, including vandalism and malicious mischief theft water damage of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion. and providing business interruption coverage for a period ol'one year. 10.2.3 Workers' Compensation statutory limits and Employers' Liability limits of, $1.000.000. 10.3 Form of Policies. The minimum limits of insurance required to be carried by "Tenant shall not limit 'Tenant's liability. Such insurance shall be issued by an insurance company that has an A.M. Best rating of not less than A-VIII. Tenant's Commercial General Liability Insurance shall (a) name the Landlord Parties and any other party designated by landlord ("Additional insured Parties'') as additional insureds, and (b) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and non-contributing with Tenant's insurance. Landlord shall be designated as a loss payee with respect to "Tenant's Property Insurance oil any Tenant -Insured Improvements. 'Tenant shall deliver to Landlord, on or before the Commencement Date and at least 15 days before the expiration dates thereof, certificates from Tenant's insurance company on the limns currently designated "ACORD 25" (Certificate of Liability Insurance) and "ACORD 28" (Evidence of Commercial Property Insurance) or the equivalent. Attached to the ACORD 25 (or equivalent) there shall be an endorsement (or an excerpt from the policy) naming the Additional Insured Parties as additional insureds, and attached to the ACORD 28 (or equivalent) there shall be an endorsement (or an excerpt from the policy) designating Landlord as a loss payee with respect to Tenant's Property Insurance on any Tenant -Insured Improvements, and each such endorsement (or policy excerpt) shall be binding on Tenant's insurance company. 10.4 Subrogation. Each party waives. and shall cause its insurance carrier to waive, any right of recovery against the other party, any of its (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees or agents for any loss of or damage to property which loss or danra-e is (or, if the insurance required hereunder had been carried, would have been) covered by the waiving party's property insurance. For purposes of this Section 10.4 only, (a) any deductible with respect to a party's insurance shall be deemed covered by, and recoverable by such party under, valid and collectable policies of' insurance, and (b) any contractor retained by. Landlord to install, maintain or monitor a fire or security alarm for the Building shall be deemed an agent of Landlord. 10.5 Additional Insurance Obligations. "Tenant shall maintain such increased amounts of' the insurance required to be carried by Tenant under this Section 10. and such other types and amounts of insurance covering the Premises and Tenant's operations therein, as may be reasonably requested by Landlord, but not in excess of the amounts and types of insurance then being required by landlords of Comparable Buildings. Il CASUALTY DAMAGE. With reasonable promptness after discovering any damage to the Premises (other than trade fixtures), or to any Common Area or portion of the Base Building necessary Ibr access to or tenantability of the Premises, resulting from any fire or other casualty (a "Casualty'). Landlord shall notify Tenant of I_.andlord's reasonable estimate of the time required to substantially complete repair of -such damage (the "Landlord Repairs"). K. according, to such estimate, the Landford Repairs cannot be substantially completed within 270 days after they are commenced, either party may terminate this Lease upon 60 days' notice to the other party delivered within 10 days after Landlord's delivery of such estimate. Within 90 days after discovering any damage to the Project resulting from any Casualty, Landlord may, whether or not the Premises are affected, terminate this 'Lease by notifying Tenant if (i) any Security I lolder terminates any ground lease or requires that any insurance proceeds be used to pay any mortgage debt; (ii) any damage to Landlord's property is not fully covered by Landlord's insurance policies; (iii) Landlord decides to rebuild the Building or Common Areas so that it or they will be substantially different structurally or architecturally; (iv) the damage occurs during the last 12 months of the Term: or (v) any owner, other than Landlord, of any damaged portion of'the Project does not intend to repair such damage. If this Lease is not terminated pursuant to this Section '1 L Landlord shall promptly and diligently perform the landlord Repairs, subject to reasonable delays for insurance adjustment and other events of Force Majeure. The Landlord Repairs shall restore the Premises (other than trade fixtures) and any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises to substantially the same condition that existed when the Casuafty occurred, except for (a) any modifications required by Law or any Security Holder, and (b) any modifications to lire Common Areas that are deemed desirable by Landlord, are consistent with the character of the Project. and do not materially impair access to or tenantability ol'the Premises. Notwithstanding Section 10.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant's insurance required under Section 102 with respect to any Tenant -Insured Improvements, and if the estimated or actual cost of restoring any Tenant -Insured Improvements exceeds the insurance proceeds received by Landlord from Tenant's insurance carrier, 'tenant shall pay such excess to Landlord within 15 days after Landlord's demand. No Casualty and no restoration performed as required hereunder shall render Landlord liable to Tenant, constitute a constructive eviction. or excuse Tenant from any obligation hereunder; provided. however, that if the Premises (other than trade fixtures) or any Common Area or portion of the Base Building necessary for access to or tenantability of the Premises is damaged by a Casualty. then, during any time that, as a result of such damage, any portion of the Premises is inaccessible or untenantable and is not occupied by "Tenant, Monthly Rent shall be abated in proportion to the rentable square footage of such portion of the Premises. 12 NONWAIVER. No provision hereof shall be deemed waived by either party unless it is waived by such party expressly and in writing, and no waiver of any breach of any provision hereof shall be deemed a waiver of any subsequent breach of such provision or any other provision hereof. Landlord's acceptance of Rent shall not be deemed a waiver of any preceding breach of any provision hereof, other than Tenant's failure to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of such acceptance. No acceptance of paymcnt of an amount less than the Rent due hereunder shall be deemed a waiver of Landlord's right to receive the full amount of Rent due. whether or not any endorsement or statement accompanying such payment purports to effect an accord and satisfaction. No receipt of monies by Landlord from "Tenant after the giving of any notice, the commencement of any suit, the issuance of any final judgment, or the termination hereof shall affect such notice, suit or judgment, or reinstate or extend the Term or Tenant's right of'possession hereunder. 13 CONDEMNATION. If any part of the Premises, Building or Project is taken for any public or - quasi -public use by power of eminent domain or by private purchase in lieu thereof (a "'faking") for more than 180 consecutive days, Landlord may terminate this Lease. if more than j25% of the rentable square footage of the Premises, or any Common Area or portion of the Base Buildingnecessary for access to or tell antabiIity of the Premises, is Taken for more than ISO consecutive days, Tenant may terminate this Lease. Any such termination shall be effective as of'the date possession must be surrendered to the autliority- and the terminating party shall provide termination notice to the other party, within 45 days after receiving written notice of such surrender date. P:xcept as provided above in this Section 13, neither party may terminate this Lease as a result of a Taking. Tenant shall not assert_ and hereby assigns to Landlord - any claim it may have for compensation because of any 'Taking. provided, however, that "Tenant may file a separate claim firr any Taking of Tenant's personal property or any trade fixtures that Tenant is entitled to remove upon the expiration hereof. and for moving expenses, so Long as such claim does not diminish the award available to Landlord or any Security Ilolder and is payable separately to Tenant. If this Lease is tenninated pursuant to this Section 13, all Rent shall be apportioned as of the date of such termination. If a "Faking_ occurs and this Lease is not so terminated, Monthly Rent shall be abated for the period of such Taking in proportion to the percentage of the rentable square footage of the Premises, if' any, that is subject to, or rendered inaccessible or untenantable by, such Taking and not occupied by Tenant. 14 ASSIGNMENT AND SIJBL E1 I'INC. 14.1 Transfers. 'Tenant shall not, without Landlord's prior consent, assign, mortgage, pledge, hypothecate, encumber, permit any lien to attach to. or otherwise transfer this Lease or any interest hereunder, permit any assignment or other transfer hereof or any interest hereunder by operation of law, enter into any sublease or license agreement, otherwise permit the occupancy or use of any part of the Promises by any persons other than "Tenant and its employees and contractors, or permit a Change of Control (defined in Section 14.6) to occur (each, a "Transfer"). If Tenant desires Landlord's consent to any Transfer, "Tenant shall provide Landlord with (i) notice of the terms of tile proposed Transfer, including its proposed effective date (the "Contemplated Fffective Date"), a description of the portion of the Promises to be transferred (the "Contemplated Transfer Space"), a calculation of the Transfer Premiulrl (defined in Section 14.3), and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and (ii) current financial statements of the proposed transfcrce (or, in the case of a Change of Control. of the proposed new controlling party(ics)) certified by an officer or owner- thereof' and any other information reasonably required by Landlord in order to evaluate the proposed 'Transfer (collectively, the `"Transfer Notice"). Within 30 days after receiving the Transfer Notice. Landlord shall notify Tenant of (a) its consent to the proposed Transfer, (b) its refusal to consent to the proposed Transfer, or (c) its exercise of its rights under Section 14.4. Any Transfer made without Landlord's prior consent shall, at Landlord's option, be void and shall, at Landlord's, option, constitute a Default. 'Tenant shall pay Landlord a fee of $1.500.00 for Landlord's review of any proposed Transfer. whether or not Landlord consents to it 14.2 Landlord's Consent. Subject to Section 14.4, Landlord shall not unreasonably withhold its consent to any proposed Transfer. Without limiting other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to a proposed Transfer iE 14.2.1 The proposed transferee is not a party of reasonable financial strength in light of the responsibilities to be undertaken in connection with the Transfer oil the date the Transfer Notice is received; or 14.2 2 The proposed transferee has a character or reputation or is engaged in a business that is not consistent with the quality of the Building or the Project: or 14.2.3 The proposed transferee is a governmental entity or a nonprofit organization; or 14.2.4 In the case of a proposed sublease, license or other occupancy agreement, the rent or occupancy fee charged by "Tenant to the transferee during the term of such agreement; calculated using a Present value analysis. is less than 95%of the rent being quoted by Landlord or itsAffiliate (defined in Section 14.6) at the time of such Transfer for comparable space in the Project for a comparable term, calculated using a present value analysis; or 14 2.5 The proposed transferee or any of its Affiliates, on the date the Transfer Notice is received_ leases or occupies (or, at any time during the 6-month period ending on the date the Transfer Notice is received. has negotiated with Landlord to lease) space in the Project Notwithstanding any contrary provision hereof; (a) if Landlord consents to any Transfer pursuant to this Section 14.2 but Tenant does not enter into such Transfer within sir (6) months thereafter, such consent shall no longer apply and such Transfer shall not be permitted unless "tenant again obtains Landlord's consent thereto pursuant and subject to the ternis of this Section 14; and (b) it' Landlord withholds its consent in breach of this Section 14.2. Tenant's sole remedies shall be contract damages (subject to Section 20) or specific performance. and Tenant waives all other remedies, including any right to terminate this Lease. ` 14.3 Transfer Premium. If Landlord consents to a Transfer (other than a Change of Control), Tenant shall pay landlord an amount equal to 75%of any Transfer Premium (defined below). As used herein, "Transfer Premium" means (a) in the case of an assignment, any consideration (including payment fix Leasehold Improvements) paid by the assignee for such assignment, and (b) in the case of a sublease, license or other occupancy agreement, for each month of the teen of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement exceeds the Monthly [tent payable by Tenant hereunder with respect to the Contemplated transfer Space. Payment of Landlord's share of the Transfer Premium shall be made; (x) in the case of an assignment, within 10 days after "tenant receives the consideration described above, and (y) in the case of a sublease" license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration describedabove. 14.4 Landlord's Right to Recapture. Notwithstanding any contrary provision hereof, except in the case of a Permitted Transfer (defined in Section 14.8), Landlord, by notifying Tenant within 30 days after receiving the Transfer Notice, may terminate this Lease with respect to the Contemplated Transfer Space as of the Contemplated ETIlective Date. If the Contemplated Transfer Space is less than the entire Premises, then Base Rent, Tenant's Share, and the number of parking spaces to which Tenant is entitled under Section 1.9 shall be deemed adjusted on the basis of the percentage of the rentable square footage of the portion of the Premises retained by Tenant. Upon request of either party, the parties shall execute a written agreement prepared by Landlord memorializing such termination. 14.5 ;affect of Consent. if Landlord consents to a Transfer, (i) such consent shall not be deemed a consent to any further 'transfer, (ii) Tenant shall deliver to Landlord. promptly after execution, an executed copy, of all documentation pertaining to the Transfer in fotnn reasonably acceptable to Landlord, and (iii) Tenant shall deliver to Landlord. upon Landlord's request, a complete statement. certified by an independent CPA or Tenant's chief' financial officer, setting forth in detail the computation of any 'transfer Premium. in the case of an assignment, the assignee shall assume in writing, for Landlord's benefit" all of Tenant"s obligations hereunder. No Transfer, with or without Landlord's consent, shall relieve 'tenant or any guarantor hereof fiom any liability hereunder. Notwithstanding any contrary provision hereof. Tenant, with or without Landlord's consent, shall not enter into. or permit any party claiming by, through or under 'tenant to enter into. any sublease, license or other occupancy agreement that provides for payment based in whole or in part on the net income or profit of the subtenant, licensee or other occupant thereunder. 14.6 Change of Control. As used herein, "Change of Control" means (a) if Tenant is a closely field professional service firm, the withdrawal or change (whether voluntary, involuntary or by operation of law) of more than 25%of its equity owners within a 12-month period; and (b) in all other cases, any transaction(s) resulting in the acquisition of a Controlling Interest (defined below) in Tenant by one or more patties that neither owned, nor are Affiliates (defined below) of one or more parties that owtned, a Controlling Interest in 'tenant immediately before such transaction(s). As used herein" "Controlling Interest' means control over an entity, other than control arising from the ownetshipiof voting securities listed on a recognized securities exchange. As used herein, "control' means the direct or indirect power to direct the ordinary management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. As used herein, "Affiliate" means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party. 14.7 Effect of Default. If Tenant is in Default, Landlord is irrevocably authorized, as Tenant's agent and attorney -in -fact, to direct any transferee under any sublease. license or other occupancy agreement to make all payments under such agreement directly to Landlord (which [.landlord shall apply towards "tenant's obligations hereunder) until such Default is cured. Such transferee' shall rely upon any representation by Landlord that Tenant is in Default, whether or not confirmed by Tenant. 14.8 Permitted Transfers. Notwithstanding any contrary provision hereof','if Tenant is not in 12 Default. Tenant may, without Landlord's consent pursuant to Section 14.1, assign this lease to (a) an Affiliate ofTenant (other than pursuant to a merger or consolidation), (b) a successorto Tenant by merger or consolidation, or (c) a successor to Tenant by purchase of' all or substantially all of Tenant's assets (a "Permitted Transfer"). provided that (i) at least 10 business days before the "Transfer. "Tenant notifies Landlord ol'the 'Transfer and delivers to Landlord any documents or information reasonably requested by Landlord relating thereto, including reasonable documentation that the Transfer satisfies the requirements of this Section 14.8. (if) in the case of an assignment pursuant to clause (a) or (c) above. the assignee executes and delivers to Landlord, at least 10 business days before the assignment, a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord's benefit, all of Tenant's obligations hereunder. (iii) in the case of an assignment pursuant to clause (b) above, (A) the successor entity has a net worth (as determined in accordance with GAAP, but excluding intellectual property and any other intangible assets ("Net Worth-)) immediately after the Transfer that is not less than Tenant's Net Worth immediately before the Transfer, and (B) if Tenant is a closely held professional service firm, at least 75%of its equity owners existing 12 months before the "Transfer are also equity owners of the successor entity; (iv) the transferee is qualified to conduct business in the State of California, and (v) the Transfer is made for a good faith operating business purpose and not in order to evade the requirements of this Section 14. 15 SURRENDER. Upon the expiration or earlier termination hereof, and subject to Sections 8 and I I and this Section 15. Tenant shall surrender possession of the Premises to Landlord in as good condition and repair as existed when 'Tenant tool: possession and as thereafter improved. except for reasonable wear and tear and repairs that are Landlord's express responsibility hereunder. Before such expiration or termination. "Tenant, without expense to Landlord, shall (a) remove from the Premises all debris and rubbish and all furniture, equipment, trade fixtures. Lines, tree -standing cabinet work, movable partitions and other articles of personal property that are owned or placed in the Premises by ,Tenant or any party claiming by, through or under Tenant (except for any Lines not required to be removed under Scction 23), and (b) repair all damage to the Premises and Building resulting from such removal. If "Tenant fails to timely perform such removal and repair, Landlord may do so at Tenant's expense (including storage costs). II'Tenant flails to remove such property from the Premises, or from storage, within 30 days after notice from Landlord. any part of such property shall be deemed, at Landlord's option, either (x) conveyed to Landlord without compensation. or (y) abandoned. 16 HOLDOVER. If Tenant fails to surrender the Premises upon the expiration or earlier termination hereof: Tenant's tenancy shall be subject to the terns and conditions hereof; provided, however, that such tenancy shall be a tenancy at sufferance only, for the entire Premises, and Tenant shall pay Monthly Rent (on a per -month basis without reduction for any partial month) at a rate equal to 150% of the Monthly Rent applicable during the last calendar month of the Term. Nothing in this Section 16 shall limit Landlord's rights or remedies or be deemed a consent to any holdover. If Landlord is unable to deliver possession of the Premises to, or perform improvements for, a new tenant as •a result of Tenant's holdover, "Tenant shall be liable for all resulting damages, including lost profits, incurred by Landlord. 17 SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project. all renewals. extensions, modifications, consolidations and replacements thereof (each, a "Security Agreement"), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a "Security Bolder') requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of'a deed in lieu of foreclosure) of any Security Agreement. "Tenant, upon request, shall attom, without deduction or set -oft, to the Security Ifolder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant's occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within 10 business days after Landlord's request, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or "Tenant's obligations hereunder upon a foreclosure. (Within 10 business days after Landlord's request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Ifolders and prospective purchasers. I8 ENTRY BY LANDLORD. At all reasonable times and upon reasonable notice to Tenant, or in an emergency. Landlord may enter the Premises to (i) inspect the Premises; (if) show the Premises to prospective purchasers, current or prospective Security Molders or insurers. or. during the last 12 months of the Term (or while an uncured Default exists), prospective tenants; (iii) post notices of non - responsibility; or (iv) perform maintenance, repairs or alterations. At any time and without notice to Tenant, Landlord may enter the Premises to perform required services. 11'reasonably necessary, Landlord may temporarily close any portion of the Premises to perform maintenance, repairs or alterations. In an cmcrgcncy, Landlord may use any means it deems proper to open doors to and in the Premises. No entry into or closure of any portion of the Premises pursuant to this Section 13 shall render Landlord liable to a Tenant. constitute a constructive eviction. or excuse Tenant from any obligation hereunder. 19 DEFAULTS; REMEDIES. 19.1 Events of Default. The occurrence of'any ol'the following shall constitute a " 3)efaulf`. 19.1.1 Any failure by Tenant to pay any Rent (or deliver any Security Deposit, letter of Credit, or similar credit enhancement required hereunder) when due unless such failure is cured within live (5) business days after notice: or 19.1.2 Except where a specific time period is otherwise set forth for Tenant's cure herein (in which event Tenant's failure to cure within such time period shall be a Default), and except as otherwise provided in this Section 19.1. any breach by Tenant of any other provision hereof where such breach continues for 30 days after notice from Landlord; provided that if'such breach cannot reasonably be cured within such 30-day period, Tenant shall not be in Default as a result of such breach if Tenant diligently commences such cure within such period, thereafter diligently pursues such cure, and Completes such cure within 60 days after Landlord's notice: or 19.1.3 Abandonment or vacation of'all or a substantial portion of the Premises by Tenant; or 19.1.4 Any breach by Tenant of'Section 17 or IS where such breach continues for more than two (2) business days after notice from Landlord: or 19. L5 Tenant becomes in breach ol' Section 25.3(c) or LcL). if Feriant breaches a particular provision hereof (other than a provision requiring payment of" Rent) on three (3) separate occasions during any 12-month period. Tenant's subsequent breach of such Provision shall be, at Landlord's option, an incurable Default. The notice periods provided herein are in lieu of; and not in addition to, any notice periods provided by Law, and Landlord shall not be required to give any additional notice in order to be entitled to commence an unlawful detainer proceeding. 19.2 Remedies Upon Default. Upon any Default. Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (which shall be cumulative and nonexclusive). the option to pursue any one or more of the following remedies (which shall be cumulative and nonexclusive) without any notice or demand: 19.2.1 Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so_ Landlord may. Nvithout prejudice to any other remedy it may have for possession or arrearages in Rent. enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof; without being liable for prosecution or any claim of damages therefor; and Landlord may recover from Tenant the fbllowing: (a) The worth at the time of award of'the unpaid Rent which had been earned at the time of such termination: plus (b) The worth at the time of'award of the amount by which the unpaid Rent which would have been carried after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided: plus (c) The worth at the time of award of the amount by which the unpaid Rent for the balance of the "Perm after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided: plus (d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perforn its obligations hereunder or which in the ordinary course of thinks would be likely to result therefrom, including brokerage commissions, advertising expenses, expenses of remodeling any portion of the Premises f"or a new tenant (whether fbr the same or a different use). and any special concessions made to obtain a new tenant: plus (c) At Landlord's option, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by Law_ As used in Sections 192.1(a) and L121, the "worth at the time of award" shall be computed by allowing interest at a rate per annum equal to the lesser of (i) the annual -Bank PrimeLoan- rate cited in the Federal Reserve Statistical Release Publication G.1 3(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord shall reasonably designate il' such rate ceases to be published) plus two (2) percentage points, or (ii) the highest rate permitted by Law. As used in Section 19_2 c . the "worth at the time of award" shall be computed by discounting such amount at 14 the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus I %. 19.2 2 Landlord shall have the remedy described in California Civil Code § 1951.4 (lessor may continue lease i❑ effect after lessee's breach and abandonment and recover Rent as it becomes due, if' lessee has the right to sublet or assign. subject only to reasonable limitations). Accordingly, if' Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may. from time to time, without terminating this Lease, enforce; all of its rights and remedies hereunder. including the right to recover all Rent as it becomes due. 19?.3 Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition to those rights and remedies available under Sections 19.11 and 19.2.2, or any Law or other provision hereof), without prior demand or notice except as required by Law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof: 19.3 Efforts to Relet. Unless Landlord provides 'Tenant with express notice to the contrary, no re-entry, repossession, repair, maintenance, change, alteration, addition, reletting appointment of a receiver or other action or ornission by Landlord shall (a) be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to accept a surrender of the Premises, or (b) operate to release Tenant from any of its obligations hereunder. Tenant waives, for -Tenant and for all those claiming by, through or under Tenant, California Civil Code § 3275. California Code of Civil Procedure §§ 1174(c) and 1179. and any existing or future rights to redeem or reinstate, by order or judgment of any court or by any legal process or wait, this Lease or Tenant's right of occupancy of the Premises after any termination hereof. 19.4 Landlord Default. Landlord shall not be in default hereunder unless it fails to begin within 30 days alter notice from Tenant, or fails to pursue with reasonable diligence thereafter, the cure of any breach by Landlord of its obligations hereunder. Before exercising any remedies for a default by Landlord, Tenant shall give notice and a reasonable time to cure to any Security I folder of which Tenant has been notified. 20 LANDLORD EXCULPATION. Notwithstanding any contrary provision hereof, (a) the liability of the Landlord Parties to Tenant shall be limited to an amount equal to the lesser of (i) Landlord's interest in the Building, or (ii) the equity interest Landlord would have in the Building it' the Building were encumbered by third -party debt in an amount equal to 80% of the value of the Building (as such value is determined by Landlord), (b)'I'enant shall look solely to Landlord's interest in the Building for the recovery of any judgment or award against any Landlord Party: (c) no Landlord Party shall have any personal liability for any judgment or deficiency, and Tenant waives and releases such personal liability on behalf of itself and all parties claiming by, through or under Tenant, and (d) no landlord party shall be liable for any injury or damage to, or interference with, Tenants business, including loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, or for any form of special or consequential damage. 21 SECURITY DEPOSIT. Concurrently with its execution and delivery hereof, Tenant shall deposit with Landlord the Security Deposit, if' any, as security for Tenant"s performance of its obligations hereunder. If Tenant breaches any provision hereof, Landlord may, at its option, without limiting its remedies and without notice to Tenant, apply all or part of the Security Deposit to cure such breach and compensate Landlord for any loss or damage caused by such breach, including any l damao f'or which recovery may be made under California Civil Code § 1951.2. If landlord so applies any portion of the Security IDcposit Tenant, within three (3) days after demand therefor, shall restore the, Security Deposit to its ori-inal amount. The Security Deposit is not an advance payment of Rent or measure of damages. Any unapplied portion of the Security Deposit shall be returned to Tenant within 60 days after the latest to occur of (a) the expiration of the T., (b)Tenant's surrender of the Premises as required hereunder, or (c) determination of the final Rent due from "Tenant_ Landlord shall not be required to keep the Security Deposit separate from its other accounts. 22 RELOCATION. Landlord, after giving notice, may move "Tenant to other space in the Project comparable in size and utility to the Premises. In such event, all terms hereof shall apply to the new space, except that Base Rent and (except to the extent of the percentage, ifany, by which the rentable square footage of the building in which the new space is located is less than the rentable square footage of the Building) Tenant's Share shall not increase as a result of such relocation. landlord, at its expense, shall provide Tenant with tenant improvements in the new space at least equal in quality to those in the Premises. Landlord shall reimburse Tenant for Tenant"s reasonable moving, re -cabling and stationery - replacement costs. The parties shall execute a written agreement prepared by Landlord memorializing the relocation. 23 COMMUNICATIONS AND COMPUTER LINES. All Lines installed pursuant to this Lease shall he (a) installed in accordance with Section 7; and (b) clearly marked with adhesive plastic labels (or plastic tags attached to such Lines with wire) to show Tenant's name, suite number, and the purpose of 15 such Lines (i) every six (6) feet outside the Premises (including the electrical room risers and any Common Areas), and (ii) at their termination points. Landlord may designate specific contractors for work relating to vertical Lines. Sufficient spare cables and space for additional cables shall be maintained for other occupants, as reasonably determined by Landlord. unless otherwise notified by Landlord, Tenant, at its expense and before the expiration or earlier termination hereof, shall remove all Lines and repair any resulting damage. As used herein, "Lines' means all communications or computer wires and cables serving the Premises. whenever and by whomever installed or paid for, including any such wires or cables installed pursuant to any prior lease. 24 PARKING. Tenant may park in the Building's parking facilities (the "Parking Facility"). in common with other tenants of the Building, upon the following terms and conditions. "tenant shall not use more than the number of unreserved and/or reserved parking spaces set forth in 'Section 1.9. Tenant shall pay Landlord, in accordance with Section 3, any fees for the parking spaces described in Section 1.9. Tenant shall pay Landlord any fees, taxes or other charges imposed by any governmental or quasi - governmental agency in connection with the Parking Facility, to the extent such amounts are allocated to Tenant by I.andlord based on the number and type of parking spaces 'Tenant is entitled to use. 'tenant shall comply with all rules and regulations established by Landlord from time to time for the orderly operation and use of the Parking Facility, including any sticker or other identification system and the prohibition of vehicle repair and maintenance activities in the Parking Facility. Landlord may, in its discretion. allocate and assign parking passes among Tenant and the other tenants in the Building. Tenant's use ol'the Parking Facility shall be at Tenants sole risk, and Landlord shall have no liability for any personal injury or damage to or theft of any vehicles or other property occurring in the Parking Facility or otherwise in connection with any use of the Parking Facility by Tenant or its employees or invitees. Landlord may alter the size, configuration, desi n, layout or any other aspect of the Parking Facility, and, in connection therewith, temporarily deny or restrict access to the Parking Facility, in each case without abatement of Rent or liability to Tenant. Landlord may delegate its responsibilities hereunder to a parking operator, in which case (i) such parking operator shall have all the rights of control reserved herein by Landlord, (ii) "I'enant shall enter into a parking agreement with such parking operator, (iii) Tenant shall pay such parking operator, rather than Landlord, any charge established hereunder for the parking spaces, and (iv) Landlord shall have no liability for claims arising through acts or omissions of"such parking operator except to the extent caused by Landlord's gross negligence or 'willful misconduct. Tenant's parking rights under this Section 24 are solely for the benefit of Tenant's employees and invitees and such rights may not be transferred without Landlord's prior consent except pursuant to a 'Transfer permitted under Section 14. 25 MISCELLANEOUS 25.1 Notices. No notice. demand. statement, designation, request, consent, approval election or other communication given hereunder ("Notice") shall be binding upon either party unless (a) it is in writing, (b) it is (i) sent by certified or registered mail, postage prepaid, return receipt requested, (5) delivered by a nationally recognized courier service, or (iii) delivered personally. and (c) it is sent or delivered to the address set forth in Section 1,10 or I A 1as applicable, or to such other place (other than a P.O. box) as the recipient may from time to time designate in a Notice to the other 'party. Any Notice shall be deemed received on the earlier of the date of actual delivery or the date on which dclivery is refused, or, if Tenant is the recipient and has vacated its notice address without providing a new notice address, three (3) days after the date the Notice is deposited in the U.S. mail or with a courier service as described above. No provision of this Lease requiring a particular Notice to be in writing shall limit the generality of clause (a) of the first sentence ofthis Section 25.1. 252 Force Maieure_ If either party is prevented from performing any obligation hereunder by any strike. act of God, war, terrorist act, shortage of labor or materials, governmental action, civil commotion or other cause beyond such party's reasonable control ('Force Ma.icure"), such obligation shall be excused during (and any time period for the performance of such obligation shall be extended by) the period of such prevention, provided, however, that this Section 252 shall not (a) permit Tenant to hold over in the Premises after the expiration or earlier termination hereof, or (b) excuse (or extend any time period for the performance of) (i) any obligation to remit money or deliver credit enhancement, (ii) any obligation under Section 10 or 25.3, or (iii) any of Tenant's obligations whose breach would interibre with another occupant's use, occupancy or enjoyment of its premises or the IPretiect or result in any liability on the part ofany Landlord Party, 25.3 Representations an€1 Covenants. Tenant represents, warrants and covenants that (a) Tenant is, and at all times during the Tenn will remain, duly organized, validly existing and in good standing under the Laws of the state of its formation and qualified to do business in the state of California; (b) neither Tcnant's execution of'nor its performance under this Lease will cause Tenant to be in violation of any agreement or Law; (c) "tenant (and any guarantor hereof) has not, and at no time during the Term will have, (i) made a general assignment for the benefit of' creditors, (ii) filed a voluntary petition in bankruptcy, (iii) suffered (A) the filing by creditors of an involuntary petition in bankruptcy that is not dismissed within 30 days, (B) the appointment of a receiver to take possession of all orsubstantially all of' its assets, or (C) the attachment or other judicial seizure of all or substantially all of its assets, 16 (iv) admitted in writing its inability to pay its debts as they come due, or (v) made an offer of settlement, extension or composition to its creditors generally: and (d) no party that (other than through the passive ownership of interests traded on a recognized securities exchange) constitutes. owns, controls, or is owned or controlled by 'Tenant. any guarantor hereof or any subtenant of Tenant is, or at any time during the Tenn will be, (i) in violation of any Laws relating to terrorism or money laundering, or (ii) among the parties identified on any list compiled pursuant toExecutive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http:/Avnvw.treas.gov/olac/tllsdn.pdf or any replacement website or other replacement official publication of such list. 25.4 Signs. Landlord shall include Tenant's name in any tenant directory located in the lobby on the first floor of the Building. If any part of the Premises is located on a multi -tenant floor. Landlord shall provide identifying suite signage for'Tenant comparable to that provided by Landlord on similar Floors in the Building. Such identifying suite signage shall be provided at Landlord's expense; provided, however, that any changes to such signage made after its initial installation shall be at Tenants expense. 'Tenant may not install (a) any signs outside the Premises, or (b) without Landlord's prior consent in its sole and absolute discretion, any signs. window coverings, blinds or similar items that are visible from outside the Premises. 25.5 Supplemental 11VAC. If the Premises are served by any supplemental IIVAC unit (a "Unit"), then (a) Tenant shall pay the costs of all electricity consumed in the Unit's operation, together with the cost of installing a meter to measure such consumption: (b)'Tenant, at its expense, shall (i) operate and maintain the Unit in compliance with all applicable Laws and such reasonable rules and Procedures as Landlord may impose, (ii) keep the Unit in as good working order and condition as existed upon installation (or, if later, when Tenant took possession of the Premises), Subject to normal wear and tear and damage resulting from Casualty: (iii) maintain in effect, with a contractor- reasonably approved by Landlord, a contract 1'or the maintenance and repair of the Unit. which contract shall require the contractor, at least once every three (3) months, to inspect the Unit and provide to Tenant a report of any defective conditions, together with any recommendations for maintenance, repair or parts -replacement; (iv) follow all reasonable recommendations of such contractor; and (v) promptly provide to Landlord a copy of such contract and each report issued thereunder; (c) the Unit shall become Landlord's property upon installation and without compensation to Tenant; provided, however, that upon Landlord's request at the expiration or earlier termination hereof Tenant, at its expense, shall remove the, Unit and repair any resulting damage (and if Tenant fails to timely perform such work, Landlord may do so at Tenant's expense); (d) die Unit shall be deemed (i) a Leasehold Improvement (except for purposes of Section 8), and (ii) for purposes of Section I L part of the Premises, (e) if the Unit exists on the date of mutual execution and delivery hereof, Tenant accepts the Unit in its "as is" condition, without representation or warranty as to quality, condition, fitness for use or any other matter: (1) if the Unit connects to the Building's condenser water loop (if any), then Tenant shall pay to Landlord, as Additional Rent, Landlord's standard one-time fee for such connection and Landlords standard monthly per -ton usage lec: and (,) if any portion of the [Fruit is located on the roof. then (i) Tenant's access to the roof shall be subject to such reasonable rules and procedures as Landlord may impose; (ii) Tenant shall maintain the aflected portion of the roof in a clean and orderly condition and shall not interfere with use of the roof by Landlord or anv other tenants or licensees, and (iii) Landlord may relocate the Unit and/or temporarily interrupt its operation. without liability to Tenant, as reasonably necessary to maintain and repair the roxrf' or otherwise operate the Building. 25.6 Attornevs' Fees. In any action or proceeding between the parties. including any appellate or alterative dispute resolution proceeding. the prevailing party may recover from the other party all of its costs and expenses in connection therewith, including reasonable attorneys' fees and ,costs. 'Tenant shall pay all reasonable attorneys' fees and other fees and costs that Landlord incurs in interpreting or enforcing this Lease or otherwise protecting its rights hereunder (a) where Tenant has failed to pay Rent when due, or (b) in any bankruptcy case, assignment for the benefit of creditors. or other insolvency, liquidation or reorganization proceeding involving Tenant or this Lease. 25.7 Brokers. Tenant represents to landlord that it has dealt only with Tenant's Broker as its broker in connection with this Lease. Tenant shall indemnify, defend, and hold Landlord harmiless from all claims of any brokers. other than Tenant's Broker. claiming to have represented Tenant in connection with this Leasc. Landlord shall indemnify, defend and hold Tenant harmless from all claims of any brokers, including Landlord"s Broker, claiming to have represented Landlord in connection with this Lease. Tenant acknowledges that any Affiliate of Landlord that is involved in the negotiation of this Lease is representing only Landlord, and that any assistance rendered by any agent or employee of such Affiliate in connection with this Lease or any subsequent amendment or other document related hereto has been or will be rendered as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant. 25.8 Governiniz Lase: WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the Laws of the State of California. THE. PARTIES WAIVE, TO TIIE FULLEST EXTENT PERMITTED BY LAW, TFIE RIGHT TO TRIAL BY JURY 1N ANY 17 LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, "I'HF. RELATIONSHIP Of' LANDLORD AND TF,NANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES. AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY EMERGENCY OR STATUTORY RFMFIDY. 25.9 Waiver of Statutory Provisions. Each party waives Caiii'ornia Civil Code §§ 1932(2), 1933(4) and 1945. 'tenant waives (a) any rights under (i) California Civil Code §§ 1932(1), 1941, 1942, 1950.7 or any similar Law, or (ii) California Code of" Civil Procedure §§ 1263.260 or 1265.130: and (b) any right to terminate this Lease under California Civil Code § 1995.310. 25.10 Interpretation. As used herein. the capitalized term "Section" refersto a section hereof unless otherwise specifically provided herein. As used in this Lease. the terms'. "herein," "hereof," '-hereto" and "hereunder" refer to this Lease and the term' include" and its derivatives are not limiting. Any reference herein to "any part" or "any portion" of the Premises, the Property or any other property shall be construed to refer to all or any part of such property. As used herein' in connection with insurance, the term "deductible" includes self -insured retention. Wherever this Lease prohibits either party from engaging in any particular conduct, this Lease shall be deemed also to require such party to cause each of its employees and agents (and, in the case o1' "Tenant each of its licensees. invitees and subtenants, and any other party claiming by. through or under Tenant) to refrain from engaging in such conduct. Wherever this Lease requires Landlord to provide a customary service or to act in a reasonable manner (whether in incurring an expense, establishing a rile or regulation, providing an approval or consent, or performing any other act), this Lease shall be deemed also to provide that whether such service is customary or such conduct is reasonable shall be determined by reference to the practices of owners of buildings (-Comparable Buildings") that (i) are comparable to the Building in size, age, class, quality and location, and (ii) at Landlord's option, have been, or are being prepared to be, certified under the U.S. Green Building Council's Leadership in Energy and Environmental Design (LEF.D) rating system or a similar rating system. Tenant waives the benefit of any rule that a written agreement shall he construed against the drafting party. 25.1 1 F;ntire Ag_>reement. This Lease sets forth the entire agreement between the parties relating to the subject matter hereof and supersedes any previous agreements (none of which shall be used to interpret this Lease). Tenant acknowledges that in entering into this Lease it has not relied upon any representation- warranty or statement, whether oral or written, not expressly set forth herein. This Lease can be modified only by a written agreement signed by both parties. 25.12 Other. Landlord, at its option. may cure any Default, without waiving any right or remedy or releasing Tenant from any obligation, in which event 'Tenant shall pay Landlord, upon demand, the cost of such cure. If any provision hereof is void or unenforceable, no other provision shall be affected. Submission of this instrument for examination or signature by Tenant does not constitute an option or offer to lease, and this instrument is not binding until it has been executed and delivered by both parties. ITTenant is comprised of two or more parties, their obligations shall be joint and several. Time is of the essence with respect to the performance of every provision hereof in which time of performance is a ]'actor. So long as Tenant performs its obligations hereunder, "tenant shall have peaceful and quiet possession of' the Premises against any party claiming by, through or under Landlord, subject to the terms hereof Landlord may transfer its interest herein, in which event (a) to the extent the transferee assumes in writing Landlord's obligations arising hereunder after the date of such transfer (including the return of any Security Deposit), Landlord shall be released from, and Tenant shall look solely to the transferee for the performance of; such obligations; and (b) Tenant shall attom to the transferee. If Tenant (or any party claiming by, through or under Tenant) pays directly to the provider for any energy consumed at the Property, 'Tenant, promptly upon request, shall deliver to Landlord (or. at Landlord's option, execute and deliver to Landlord an instrument enabling Landlord to obtain from such provider) any data about such consumption that Landlord, in its reasonable judgment, is required to disclose to a'.prospective buyer, tenant or Security Ifolder under California Public Resources Code § 25402.10 or any similar Law. Landlord reserves all rights not expressly granted to Tenant hereunder, including the right to make alterations to the Project. No rights to any view or to light or air over any property are granted to Tenant hereunder. The expiration or earlier termination hereof shall not relieve either party of any obligation that accrued before, or continues to accrue after, such expiration or termination. This Lease may he executed in counterparts. [SIGNATURES ARE ON THE F'OIJ,OWING PAGE] 18 IN WITNESS WI IFIRFOF. Landlord and Tenant have caused this Lease tote executed the day and date First above written. LANDLORD: BRE/OC PROPERTY HOLDINGS L.L.C., a LDelaw,,ar,e limited lia ' 'tv co Y. � By: lie: Title: Frank Managing Director CHRIS NAPOIATANO NUMISMATICS, INC., a CAlfifornia cor oration Name: 0 Title: /' �l irmunflprcsi I BV: Name: 0-c—i C) Tit �C) secrelan,lichief fiwincial officer1lassisiunt freasurerl 19 CAL0FORHIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ) On before me, Date Here insert Name and Title ofthe Officer personally appeared who proved to me on the basis of satisfactory evidence to subscribed -cc the within instrument and acknowledged h h executed the same inhi routh��zedoop�oi��iem��nd h b a/h��t���eigna1unab��ntheinstrumenttheperuon��� or the entity upon behalf of which the pereorZaoted. executed the instrument. ZVI | certify under PENALTY [)FPERJURY under the laws of the State of California that the foregoing paragraph iatrue and correct. WITNESS my hand and official seal. Signature Signature of Notary Public P;aoeNotary Seal Above OPTIONAL TI-iough�hissection i's4o�ona( completing this information can deter alteration ofthe document or fraudulent reattachment ofthis form toanunintended document. Desc�ipticn of AttacIned Document Title orType of Document: Number of Pages: Document Date: Signer(a) Other Than Named Above: Capoc�t-yAes Claimed bySl9ner(s) Signer's Name: Curpo�teOff ioer-- TiMe(s): Pariner— Limited General individuaJ Attonneyin Fact Trua1ee Guardian orConservator Signer |sRepresenting: Sign*r'oName: Corporate Officer — Tit|e(s): Partner — Limited General Individual �Trustee Dther_____ Signer Is Representing: Attornoyin Fact Guardian or Conservator 02014 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY (1 -800-876-6827) Item #5907 EXHIBIT A 1201DOVE STREET NNE6 PORT BEACII, CALIFORNIA OUTLINE OF PREMISES Exhibit A I EXHIBITB 1201 DOVE STREET NEWPORTBEACII. CALIFORNIA (Intentionally Omitted. I Exhibit B EXHIBIT C 1201 DOVE STREET NH,WI'()RT BEACH. CALIFORNIA CONFIRMATION LETTER 20 Re: Office Lease (the "Lease") dated — -20 between a ("Landlord"). and ---.a ___--.—_- ("Tenant"), concerning Suite _ oil the floor or the building located at _- California. — - Lease ID: Business Unit Number: Bear In accordance with the Lcase, "tenant accepts possession of the Premises and confirms the lollowin2: 1. The Commencement Date is and the Expiration Date is 2. The exact number of'rentable square feet within the Premises is square feet, subject to Section 2.1.1 of the Lease. 3. Tenants Share, based upon the exact number ofrentable square feet within the Premises, is %, subject to Section 2.1.1 of the Lease. Please acknowledge the foregoing by signing all three (3) counterparts of this letter in the space provided below and returning two (2) fully executed counterparts to my attention.Please note that, pursuant to Section 2.1.1 of the Lease, if' Tcnant fails to execute and return (or, by notice to Landlord, reasonably object to) this letter within five (5) days after receiving it, Tenant shall be deemed to have executed and returned it without exception. "Landlord" a By: Name: _ 'hitle: Exhibit C I Al>rccd and Accepted as of _ ZO "Tenant": IV: Name: Title: Exhibit C EXHIBIT I) 1201 OV>ti STREET NE i'VI'ORT BEACH, CALIFORNIA RULES AND REGULATIONS ULATIONS "tenant shall comply with the following rules and regulations (as modified or supplemented from time to time, the "Rules and Regulations"). Landlord shall not be responsible to Tenant for the nonperfornntnce of any of the Rules and Regulations by any other tenants or occupants ol'the Prgicct. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control I . 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 consent. Tenant shall bear the cost of anv lock changes or repairs required by Tenant. Two (2) 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- Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores. offices and toilet rooms f imishcd to or otherwise procured by Tenant, and if any such keys are Lost. Tenant shall pay Landlord the cost of replacing them or of changing the applicable locks if Landlord deems such changes necessary. 2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and C-ress to the Premises. 3. Landlord may close and keep locked all entrance and exit doors of' tile Building during such hours as are customary for Comparable Buildings. Tenant shall cause its; employees, agents, contractors- invitees and licensees who use Building doors during such hours to securely close and lock them after such use. Any person entering or leaving the Building during such hours, or when the Building doors are otherwise locked, may be required to sign the Building register, and access to the Building may be refused unless such person has proper identification or has a previously arranged access pass. Landlord will furnish passes to persons for whom Tenant requests them. 'tenant shall be responsible Ior all persons for whom Tenant requests passes and shall be liable to landlord for all acts of such persons. Landlord and its agents shall not be liable for damages for any error with regard to the admission or exclusion of any person to or from the Building. In case of invasion, mob, riot, public excitement or other commotion. Landlord may prevent access to the Building or the Project during the continuance thereol'by any means it deems appropriate for the safety and protection of life and property. 4. No furniture, freight or equipment shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with landlord and done only at such time and in such manner as landlord designates. Landlord may prescribe the weight, size and position of all sates and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. 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 will not be responsible for loss of or damage to any such safe or property. Any damage to the Building, its contents. occupants or invitees resulting from Tenant's moving or maintaining any such safe or other heavy property shall be the sole responsibility and expense of Tenant (notwithstanding Sections 7 and 10.4 of this Lease). >. No furniture. packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours, in such specific elevator and by such personnel as shall be designated by Landlord. 6. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions From Landlord. 7. No sign. advertisement, notice or handbill shall be exhibited, distributed, painted or al'fixed by Tenant on any part of the Premises or the Building without Landlord's prior consent. Tenant shall not disturb, solicit, peddle or canvass any occupant of the Project. S. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that (or which they were constructed. and no foreign substance shall be thrown therein. Notwithstanding Sections 7 and 10.4 of this Lease. Tenant shall bear the expense of any breakage, stoppage or damage resulting from any violation of this rule by Tenant or any of'its employees, agents, contractors, invitees or licensees. Exhibit D I 9. Tenant shall not overload the floor ofthe Premises, or mark, drive nails or screws or drill into the partitions, woodwork or drywall of the Premises, or otherwise deface the Premises, without Landlord's prior consent. Tenant shall not purchase bottled water, ice, towel, linen, maintenance or other like services from any person not approved by Landlord. 10. Except flor vending machines intended for the sole use of "Tenant's employees and invitees_ no vending machine or machines other than tractional horsepower otlice machines shall be installed, maintained or operated in the Premises without Landlord's prior consent. 11. Tenant shall not, without Landlord's prior consent, use, store, install, disturb, spill, remove, release or dispose of; within or about the Premises or any other portionof the Project. any g asbestos-containinmaterials, any solid, liquid or -ascous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 ct seq. or any other applicable environmental Law, or any inflammable, explosive or dangerous fluid or substance; provided. however, that Tenant may use, store and dispose of such substances in such amounts as are typically found in similar premises used for general office purposes provided that such use, storage and disposal does not damage any part of'the Premises, Building or Project and is performed in a safe manner and in accordance with all haws. Tenant shall comply with all Laws pertaining to and governing the use of such materials by "Tenant and shall remain solely liable for the costs of abatement and removal. No burning candle' or other open flame shall be ignited or kept by Tenant in or about the Premises, Building or Project. 12. 'Tenant shall not, without Landlord's prior consent, use any method of boating or air conditioning other than that supplied by Landlord. 13. Tenant shall not use or keep any foul or noxious as or substance in or on the Premises, or occupy or use the Premises in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors or vibrations, or interfere with other occupants or those having business therein, whether by the use of any musical instrument, radio. CD player or otherwise. Tenant shall not throw anything out of doors, windows or skylights or down passageways. 14. Tenant shall not bring into or keep within the Project, the Building or the Premises any animals (other than service animals), birds, aquariums. or, except in areas designated by Landlord, bicycles or other vehicles. 15. No cooking shall be done in the Premises, nor shall the Premises be used for lodging, for living quarters or sleeping apartments, or for any improper, objectionable or limmoral purposes. Notwithstanding the toregoing, 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 for employees and invitees, provided that such use complies with all laws. 16. The Premises shall not be used for manufacturing, or for the storaoc of merchandise except to the extent such storage may be incidental to the Permitted Use. Tenant shall not occupy the Premises as an office for a messenger -type operation or dispatch oil -ice. public stenographer or typist, or for the manufacture or sale of liquor, narcotics or tobacco. or as a medical office, a barber or manicure shop, or an employment bureau, without Landlord's prior consent. Tenant shall not engage or pay any employees in the Premises except those actually working for Tenant in the Premises, nor advertise for laborers giving an address at the Premises. 17. Landlord may exclude from the Project any person who, in Landlord's judgment is intoxicated or under the influence of liquor or drugs, or who violates any of these Rules and Regulations. Is. "tenant shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of* smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. 19. Tenant shall not waste electricity, water or air conditioning, shall cooperate with Landlord to ensue the most effective operation ofthe Building's heating and air conditioning system, and shall not attempt to adjust any controls. Tenant shall install and use in the Premises only P.NLR(;Y STAR rated equipment where available. Tenant shall use recycled paper- in the Premises to the extent consistent with its business requirements. 20. Tenant shall store all its trash and garbage inside the Premises. No material shall be placed in the trash or garbage receptacles if' under Law, it may not be disposed of in the ordinary and customary manner of disposing of trash and garbage in the vicinity of' the Building.' All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes at such times as Landlord shall designate. 'tenant shall comply with Landlord's recycling program, if any. Exhibit D 21. 'Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 22 Any persons employed by Tenant to do janitorial work (a) shall be subject to Landlord's prior consent, (b) shall not, in Landlord's reasonable judgment, disturb labor harmony with any workforce or trades engaged in performing other work or services at the Project; and (c) while in the Building and outside of the Premises. shall be subject to the control and direction of the Building manager (but not as an agent or employee of such manager or Landlord), and Tenant shall be responsible for all acts of such persons. 23. No awning or other projection shall be attached to the outside walls of the Building without Landlord's prior consent. Other than Landlord's Building —standard window coverings, 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. All electrical ceiling fixtures hung- in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white bulb color approved in advance by Landlord. Neither the interior nor exterior of any windovvs shall be coated or Otherwise sunscreened without Landlord's prior consent. Tenant shall abide by Landlord's regulations concerning, the opening and closing of window coverings. 24. "tenant shall not obstruct any sashes, sash doors, skylights. windows or doors that reflect or admit light or air into the halls, passageways or other public places in the Building, nor shall Tenant place any bottles, parcels or other articles on the windowsills. 25. Tenant must comply with requests by Landlord concerning the informing of their employees of items of importance to the Landlord. 26. Tenant must comply with the State of California "No Smoking' law set forth in California Labor Code Section 6404.5 and with any local "No Smoking" ordinance that is not superseded by such law. 27. Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by Law. 28. All office equipment of an electrical or mechanical nature shall be placed by 'tenant in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise or annoyance. 29. Tenant shall not use any hand trucks except those equipped with rubber tires and rubber side guards. 30. No auction, liquidation, fire sale, going-out-of=business or bankruptcy sale shall be conducted in the Premises without Landlord's prior consent. 3 L Tenant shall not use any name or image of the Building or Project (a) in any advertising or other publicity without Landlord's prior consent, (b) for any purpose other than to identify the address of the business to be conducted by Tenant in the Premises, or (c) in any manner that lwould infringe any trade name, trade mark, copyright or similar right of Landlord or any third party in or to any name or image of the Building or Project. Without limiting the foregoing, "Tenant shall not, in any signagc displayed at the Building or Project, on its website. or in any other advertising or promotional nnaterial, identify, describe, or refer to itself or its business as "['tenant's name or trade name] [name of Building or Project]" or "['Tenant's name or trade name] At (name of Building or Project]." Landlord may from time to time modify or supplement these Rules and Regulations in a manner that, in Landlord's reasonable judgment. is appropriate for the management, safety, care and cleanliness of the Premises, the Building. the Common Areas and the Project for the preservation of good order therein_ and for the convenience of other occupants and tenants thereof, provided that no such modification or supplement shall materially reduce Tenant's rights or materiallyincrease Tenant's obligations hereunder. Landlord may waive any of these Rules and Regulations fort the benefit of any tenant, but no such waiver shall be construed as a waiver of such Rule and Regulation in favor of any other tenant nor prevent Landlord from thereafter enforcing such Rule and Regulation' against any tenant. Notwithstanding the foregoing, no rule that is added to the initial Rules and Regulations shall be enforced against Tenant in a manner that unreasonably discriminates in favor of any other similarly situated tenant. Exhibit ll 3 1201 DOVE STREET' NEb3'I'(3RT BEACH, CALIFORNIA JUDICIAL 12E IF'EIZENCE 11' "I'IIE JURY -WAIVER PROVISIONS OF SFCfION 25.8 OF THIS 'LEASE ARF. NOT ENFORCEABLE UNDER CALIFORNIA LAW, THI, PROVISIONS SET FORTLi 13ELOW SHALL, APPLY. It is the desire and intention of the parties to agree upon a mechanism and procedure under which controversies and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for unlawful or forcible detainer or with respect to the prejudgment remedy of attachment. any action, proceeding or counterclaim brought by either party hereto against the other (and/or against its officers, directors, employees, agents or s arising out of or in any way connected with this Lease, subsidiaries or affiliated entities) on any matter Tenant's use or occupancy of the Premises and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise. shall be heard and resolved by a referee under the provisions of the California Code of Civil Procedure, Sections 638 — 645.1, inclusive (as same may be amended. or any successor statute(s) thereto) (the -Referee Sections"). Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall be paid by the patty initiating such procedure (except that if' a reporter is requested by either party, then a reporter shall be present at all proceedings where requested and the fees of'such reporter - except for copies ordered by the other parties - shall be borne by the party requesting the reporter). provided however, that allocation of the costs and fees, including any initiation fee, of Such proceedinng shall be ultimately determined in accordance with (Section 25.6 of this Lease. The venue oi' the proceedings shall be in the county in which the Premises are located. Within 10 days of receipt by any party of a request to resolve any dispute or controversy pursuant to this Exhibit F;, the parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a (incline and judgment on such issues as required by the Referee Sections. If the parties are unable to agree upon a referee within such 10-day period, then any party may thereafter file a lawsuit in the county in which the Premises are located For the purpose of appointment of a referee under the Referee Sections. If the referee is appointed by the court, the referee shall be a neutral and impartial retired judge With substantial experience in the relevant matters to be determined, from Jams/Endisputc, Inc., ADR Services. Inc. or a similar mediation/arbitration entity approved by each party in its sole and absolute discretion. The proposed referee may be challenged by any party for any ofthe grounds listed in the Referee Sections. The referee shall have the power to decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available at law or in equity for any cause of action that is before the referee, including an award of attorneys' fees and costs in accordance with this Lease. The referee shall not, however, have the power to award punitive damages, nor any other damages that are not permitted by the express provisions of this Lease. and the parties waive any right to recover any such damages. The parties may conduct all discovery as provided in the California Code of Cavil Procedure. and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge. with rights to regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California Law. The reference proceeding shall he conducted in accordance with California Law (including the rules of evidence), and in all regards, the referee shall follow California Law applicable at the time of the reference proceeding. The parties shall promptly and diligently cooperate with one another and the referee. and shall perfonn such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terns of this Exhibit E. In this regard, the parties agree that the parties and the referee shall use best efforts to ensure that (a) discovery be conducted for a period no longer than six (6) months from the date the referee is appointed, excluding motions regarding discovery, and (b) a trial date be set within nine (9) months of the date the referee is appointed. In accordance with; Section 644 of the California Code of Civil Procedure, the decision of the referee upon the whole issue must stand as the decision of the court, and upon the filing of the statement of decision with the clerk of the court, or with the judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had been tried by the court. Any decision of the referee and/or -judgment or other order entered thereon shall be appealable to tine same extent and in the same manner that such decision, judgment., or order would be appealable if rendered by a judge of the superior court in which venue is proper hereunder. The referee shal I in his/her statement of decision set forth his/her findings of fact and conclusions of law. The parties intend this general reference agreement to be specifically enforceable in accordance; with the Code of Civil Procedure. Nothing in this Exhibit E shall prejudice the right of any party to obtain provisional relief or other equitable remedies from a court of competent jurisdiction as shall otherwise be available tinder the Code of Civil Procedure and/or applicable court rules. Exhibit E 1 FXHIBIT F 1201 DOVE STREET NEWPORT BEACH, CALIFORNIA ADDITIONAL PROVISIONS California Civil Code Section 1938. Pursuant to California Civil Code § 1938. Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code § 55.52). Asbestos Notification. Tenant aclnowled-es that it has received the asbestos notification letter attached to this Lease as Exhibit G, disclosing the existence of asbestos in the Building. Tenant agrees to comply with the California "Connelly Act" and other applicable laws, including by providing copies of Landlord's asbestos notification letter to all of Tenant's "employees" and "owners". as those terms are defined in the Connelly Act and other applicable laws. Eariv Entrv. Tenant may enter the Premises 10 days before the Commencement Date, at its sole risk and solely for the purpose of installing telecommunications, data cabling, equipment, furnishings and other personal property in the Premises. Other than the obligation to pay Monthly Pent, all of Tenant's obligations hereunder shall apply during any period of such early entry. Iixhibit F I EXHIBIT C 1201 DOVE STREET NEWPORT BEACH, CALIFORNIA ASBESTOS NOTIFICATION Asbestos -containing materials ("ACMs") were historically conmonly used in the construction of commercial buildings across the country. ACMs were commonly used because of their beneficial qualities. ACIVis are fire-resistant and provide good noise and temperature insulation! Some common types ol'ACMs include surfacing materials (such as spray -on fireproofing, stucco, plaster and textured paint), flooring materials (such as vinyl floor the and vinyl floor sheeting) and their associated mastics, carpet mastic, thermal system insulation (such as pipe or duct wrap, boiler wrap and cooling tower insulation). roofing materials, drywall, drywall joint tape and drywall joint compound. acoustic ceiling tiles. transite board, base cove and associated mastic, caulking, window glaring and fire doors. These materials are not required under law to be removed Iron any building (except prior to demolition and certain renovation projects). Moreover. ACMs generally are not drought to present a threat to human health unless they cause a release of asbestos fibers into the air. which does not typically occur unless (1)the AGMs are in a deteriorated condition. or (2) the ACMs have been significantly disturbed (such as through abrasive cleaning, or maintenance or renovation activities). It is possible that some of the various types of ACMs noted above (or other types) are present at various locations in the Building. Anyone who finds any such materials in the Building should assume them to contain asbestos unless those materials are properly tested and found to be otherwise. In addition, under applicable law, certain of these materials are required to be presumed to contain asbestos in the Building because the Building was built prior to 1981 (these materials are typically referred to as "Presumed Asbestos Containing Materials" or "PACM"). PACM consists of"thermal system insulation and surfacing material found in buildings constructed prior to 1981, and asphalt or vinyl flooring installed prior to 1981. If' any thermal system insulation, asphalt or vinyl flooring or surfacing materials are found to be present in the Building, such materials must be considered PACM unless properly tested and found otherwise. In addition, Landlord has identified the presence of certain ACMs in the Building. For information about the specific types and locations of these identified ACNIs, please contact the Building manager. The Building manager maintains records of the Building's asbestos information including any Building asbestos surveys, sampling and abatement reports. This information is maintained as part of Landlord's asbestos Operations and Maintenance Plan ("O&M flan"). The O&M Plan is designed to minimize the potential of any hariful asbestos exposure to any person in the Building. Because Landlord is not a physician. scientist or industrial hygienist. Landlord has no special knowledge of the health impact of exposure to asbestos. Therefore,- Landlord hired an independent environmental consulting finn to prepare the Building's O&M Plan. The O&M Plan includes a schedule of actions to be taken in order to (1) maintain any building ACMs in good condition, and (2) to prevent any significant disturbance of such ACMs. Appropriate Landlord personnel receive regular periodic training on how to properly administer the O&M Plan. The O&M Plan describes the risks associated with asbestos exposure and how to prevent such exposure. The Q&M Plan describes those risks, in general, as follows: asbestos is not a significant health concern unless asbestos fibers are released and inhaled. If inhaled, asbestos fibers can accumulate in the lungs and. as exposw-e increases, the risk of disease (such as asbestosis and cancer) increases, however, measures taken to minimize exposure and consequently minimise the accumulation of fibers, can reduce the risk of adverse health effects. The O&M Plan also describes a number of activities which should be avoided in order to prevent a release ol'asbestos fibers. In particular, some of the activities which may present a health risk (because those activities may cause an airborne release of asbestos fibers) include moving, drilling, boring or otherwise disturbing ACMs. Consequently, such activities should not be attempted by any person not qualified to handle ACMs. In other words, the approval of Building management must be obtained prior to engaging in any such activities. Please contact the Building manager For more information in this regard. A copy of the written O&M Plan for the Building is located in the Building' management office and, upon your request, will be made available to tenants fix you to review and copy during regular business hours. Because of the presence of ACM in the Building, we are also providing the (following warning, which is commonly known as a California Proposition 65 warning: WARNING: This building contains asbestos, a chemical known to the State of California to cause cancer. Please contact the Building manager with any questions regarding the contents of this Exhibit G. Exhibit U I 1201 DOVE STREET NEWPORT REACH, CALIFORNIA FORM OF GUARANTY GUARANTY OF LEASE FOR VALUE RECEIVED and in consideration for and as an inducement to BRE/OC PROPERTY HOLDINGS L.I,.C., a Delaware limited liability company ("Landlord") to lease certain real property to CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation (-Tenant"). pursuant to a lease dated _ , 2015 (the "Lease") by and between Landlord and Tenant, from which the undersigned, CHRIS NAPOIATANO, an individual ("Guarantor"), will derive benefit. Guarantor does hereby unconditionally and irrevocably guarantee to Landlord the punctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals and extensions thereof in accordance with and subiect to the provisions of the Lease, and the lull performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tcnant under the terms of the Lease, for which Guarantor shall be jointly and severally liable with "Tenant. if anv default on the part of Tenant shall occur under the Lease, Guarantor does hereby covenant and agree to pay to Landlord upon demand in each and every instance such sum or sums of money and to perform each and every covenant, condition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by Landlord in connection therewith, including reasonable attorneys' fees. Such payments of Rent and other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof; all without requiring any notice from Landlord (other than any notice required by the Lease) of such nonpayment or nonperformance, all of which Guarantor hereby expressly waives. The maintenance of any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease and to secure the performance of any of the other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Tenant under the Lease. Guarantor does hereby consent that without affecting, the liability of Guarantor under this Guaranty of Lease (this "Lease") and without notice to Guarantor, time may be given by Landlord to Tenant for payment of Rent and such Other sums and performance of such other ternu, covenants and conditions, or any of there, and such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and Guarantor or against Guarantor alone without first prosecuting or exhausting any remedy or claim against Tenant. Guarantor does hereby further consent to any subsequent change, modification or amendment of the Lease in any of its terns, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the terns thereof and to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of Guarantor and without in any manner releasing or relieving Guarantor from liability under this Guaranty. Guarantor's obligations under this Guaranty shall not be released, terminated or diminished by reason of any defense available to a surety and not available to Tenant, nor by reason of any ultra vires actions on the part of the persons signing or delivering the lease on behalf, or on the purported behalf of Tenant. Guarantor hereby waives notice of the acceptance of this Guaranty. Guarantor does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of Guarantor hereunder. Guarantor does hereby further agree that unless and until all claims of Landlord under the Lease have been fully paid and satisfied and any preference period under the United States Bankruptcy Code (or any successor or similar statute of any jurisdiction) has expired, Guarantor (a) shall not have (i) any right of' subrogation or reimbursement against Tenant by reason of any payment or act of' performance by Guarantor under this Guaranty, or (ii) any rights based on suretyship. subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant in respect of any payments made by Guarantor hereunder; (b) subordinates any liability, or indebtedness of' Tenant now or hereafter held by Guarantor to the obligations of Tcnant under, arising out ofor relating to the Lease or Tenant's use of the premises demised by the Lease; and (c) acknowledges that the actions of Landlord may affect or eliminate any rights of subrogation or reimbursement of Guarantor as against Tenant without any liability or recourse against Landlord. The liability of Guarantor hereunder and the rights of- Landlord hereunder shall be reinstated and revived with respect to any amount at any time paid a,,ainst the Rent or other obligations that thereafter is required to be restored or returned by Landlord as a result of any insolvency, bankruptcy, reorganization or similar proceeding affecting Tenant, Guarantor, any other guarantor of Tenant's obligations, any other person, or any assets of any of the foregoin4gor as a result of any other fact or circumstance, all as though such amount had not been paid. Exhibit I I Guarantor hereby waives and agrees not to assert: (a) any right to require', Landlord to proceed against 'Tenant, or any other guarantor or person or to pursue any other security or remedy before proceeding against Guarantor, (b) any defense based on the validity or enforceability ,'of the Lease, (c) any right or defcnsc that may arise by reason of the incapacity, lack of authority, death or disability of fcnant or any other person: and (d) any right or defense arising by reason of the absence, impair vent, modification, limitation, destruction or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Tenant of the subrogation rights of Guarantor or of the right of Guarantor to proceed against Tenant for reimbursement. Guarantor waives any right, statutory, or otherwise, for itself to require or for Tenant to require Landlord to apply rents received toward the obligations of Guarantor under this Guaranty, or to otherwise prioritize the receipt of rents as against the obligations of' Guarantor under this Guaranty. Guarantor hereby waives and agrees not to assert (x) any right or defense based on the absence of any or all presentments, demands (including demands for performance), notices (including notices of any adverse change in the financial status of Tenant, notices of anv other', facts which increase the risk to Guarantor. notices of non-perforniance and notices of acceptance of this Guaranty) and protests of each and every kind. (y) the defense of any statute of limitations in any action under or related to this Guaranty or the Lease, and (z) any right or defense based on a lack of diligence or failure or delay by Landlord in enforcing its rights under this Guaranty or the Lease. Guarantor hereby waives and agrees not to assert or take advantage of any right to (i) exoneration if Landlord's actions shall impair any security or collateral of Guarantor, (ii) any security or collateral held by Landlord; (iii) require Landlord to proceed against or exhaust anv security or collateral before proceeding against Guarantor; and (iv) require Landlord to pursue any right or remedy for the benefit of Guarantor. Without limiting the generality of any of the covenants and agreements of Guarantor set forth in this Guaranty, Guarantor hereby waives any and all benefits of the second sentence of Section 2822(a) and the provisions of Sections 2809, 2810, 2819, 2822, 2845, 2848, 2849 and 2850 of the California Civil Code and any successor or similar statutes of any jurisdiction. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of Guarantor and Landlord and their respective heirs, legal representatives. successors and assigns. As used herein, the term "Tenant" means the party specifically named as "Tenant" in the Lease, together with any assignee of or subtenant under the Lease and auy successor in interest to any of the foregoing, whether by assignment, sublease or otherwise, including any trustee in bankruptcy or bankruptcy estate of any of the foregoing. The undersigned, if tlncrc be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word "undersigned" wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments. and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of'any obligations hereunder of arty other party. fit any action or proceeding between the parties, including any appellate or alternative dispute resolution proceeding, the prevailing party may recover from the other party all of its costs and expenses in connection therewith, including reasonable attorneys' fees and costs. This Guaranty shall be governed by and construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty. Guarantor submits to the jurisdiction of the courts of such state, and to venue in the county where the premises demised by the Lease are located. IN ANY ACTION BROUGHT ON, AND WITH RESPECT TO ANY MATTER (INCLUDING ANY TORT CLAIM) ARISING OUT OF, 'PILLS GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL. BY JURY AND FURTHER WAIVES AND AGREES NOT '1'0 ASSF,RT OR TAKE ADVANTAGE OF ANY DEFENSE BASED ON THE CLAIM THAT ANY ARBITRATION DECISION BINDING UPON LANDLORD OR TENANT IS NOT BINDING ON GUARANTOR. Any notice or other communication to be given to Landlord or Guarantor hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to landlord shall be delivered to Landlord's address set forth in the Lease. Notices to Guarantor shall be addressed as follows: In the event Guarantor's notice address as set forth above changes, Guarantor agrees to provide written notice to Landlord of such chance in address. if Guarantors notice address is not filled in at the above blank, or if the Guarantor's notice address is a post office box address. then, for all purposes under this Guaranty. Landlord may send all notices under this Guaranty to Guarantor, c/o Tenant, at the same notice address Landlord uses for "Tenant under the Lease, and any notice delivered in accordance with the foregoing shall be deemed to have been property delivered to Guarantor. Guarantor acknowledges that in entering into this Guaranty it has not relied upon any representation, warranty or statement, whether oral or written, not expressly set forth (herein. Guarantor waives the benefit of any rule that a written agreement shall be construed against the drafting party, or that an instrument of guaranty or suretyship be construed against the obligee. Exhibit II 7 IN WITNESS WHEREOF. Guarantor has executed this Guaranty as of the date of -the Lease. CHRIS NAP®I,ITANO, an individual By: Chris Napolitano Exhibit H 3 EXHIBIT II 1201 DOVE STREET T NEWPORT I3;EACH, CALIFORNIA FORM OF GIJARANI'Y GUARANTY OF LEAST FOR VALUE RECEIVED and in consideration for and as an inducement to BRE/OC PROP RTY HOLDINGS L.L.C., a Delaware limited liability company ("Landlord") to lease certain real property to CHRIS NAPOLITANO NUMISMATICS, INC., a California corporation ("Tenant" ), pursuant to a lease dated 2015 (the "Lease') by and between Landlord and 'tenant, from which the undersigned. CIIRIS NAPOLITANO, an individual ("Guarantor'), will derive benefit. Guarantor does hereby unconditionally and irrevocably guarantee to Landlord the punctual payment ol'all Rent (as such term is defined in the Lease) payable by Tenant under tile Lease throughout the term of the lease and any and all renewals and extensions thereof in accordance with and subiect to the provisions of the Lease, and the full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the terns ol'the Lease, for which Guarantor shall be jointly and severally liable with Tenant. If any default on the part of "Tenant shall occur under the Lease, Guarantor does hereby covenant and agree to pay to Landlord upon demand in each and every instance such sum or sums of money and to perfonn each and every covenant, condition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, together with the costs reasonably incurred by Landlord in connection therewith, including reasonable attorneys' fees. Such payments of Rent and other sums shall be made monthly or at such other intervals as the same shall or may become payable tinder the Lease, including any accelerations thereof. all without requiring any notice from Landlord (other than any notice required by ;the Lease) of such nonpayment or nonperformance, all of which Guarantor hereby expressly waives. The maintenance of -any action or proceeding by Landlord to recover any sum or sums that may be or become due under the Lease and to secure the performance of any of the other teens, covenants and conditions of the lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Tenant under the Lease. Guarantor does hereby consent that without affecting the liability of Guarantor under this Guaranty of Lease (this "Lease") and without notice to Guarantor, time may be given by Landlord to Tenant for payment of Rent turd such other sumrm s and performance of such other ters, covenants and conditions, or any of there, and such time extended and indulgence granted, from time to time, or'Tenant may be dispossessed or Landlord may avail itself'of or exercise any or all of the rights and remedies against Tenant provided by law or by the lease, and may proceed either against Tenant alone or -jointly against Tenant and Guarantor or against Guarantor alone Without first prosecuting or exhausting any remedy or claim against Tenant. Guarantor does hereby further consent to any subsequent change, modification or amendment ofthe Lease in any of -its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the tern thereof', and to any assignment or assignments of the Lease, and to any subletting or subletting; of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of Guarantor and without in any manner releasing or relieving Guarantor Isom liability under this Guaranty. Guarantor's obligations under this Guaranty shall not be released, terminated or diminished by reason of any defense available to a surety and not available to "Tenant, nor by reason of any ultra vires actions on the part of the persons signing or delivering the Lease on behalf, or on the purported behalf', of Tenant. Guarantor hereby waives notice of the acceptance of this Guaranty. Guarantor does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of Guarantor hereunder. Guarantor does hereby further agree that unless and until all claims of* Landlord under the Lease have been fully paid and satisfied and any preterence period tinder the United States Bankruptcy Code (or any successor or similar statute of any jurisdiction) has expired. Guarantor (a) shall not have (i) any right of subrogation or reimbursement against Tenant by reason of any payment or act of performance by Guarantor under this Guaranty, or (ii) any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant in respect of any payments made by Guarantor hereunder, (b) subordinates any liability's or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant under. arising out of or relating to the Lease or Tenants use of the premises demised by the Lease. and (c) acknowledges that the actions of f,andlord may affect or eliminate any rights of subrogation or reimbursement of Guarantor as against Tenant without any liability or recourse against Landlord. The liability of Guarantor hereunder and the rights of Landlord hereunder shall be reinstated and revived with respect to any amount at any time paid against the Rent or other obligations that thereafter is required to be restored or returned by Landlord as a result of any insolvency, bankruptcy, reorganization or similar proceeding affecting "Tenant. Guarantor, any other guarantor ol'Tenants obligations, any other person, or any assets of any of the foregoing or- as a result of-anv other fact or circumstance, all as though such amount had not been paid. Exhibit 11 I Guarantor hereby waives and agrees not to assert: (a) any right to require; Landlord to proceed against Tenant. or any other guarantor or person or to pursue any other security or remedy before proceeding against Guarantor, (b) any defense based on the validity or enforceability,orthe Lease; (c) any right or defense that may arise by reason of the incapacity. lack of authority, death or disability of I'cnant or any other person; and (d) any right or defense arising by reason of the absence, impairment, modification, limitation. destruction or cessation (in banknuptcy, by an election ofremedies, or otherwise) of the liability of Tenant of the subrogation rights of Guarantor or of the right of Guarantor- to proceed against "Tenant for reimbursement. Guarantor waives any right, statutory, or otherwise. for itself' to require or for Tenant to require Landlord to apply rents received toward the obligations of Guarantor under this Guaranty, or to otherwise prioritize the receipt of rents as against the obligations of Guarantor tinder this Guaranty. Guarantor hereby waives and agrees not to assert (x) any right or defense based on the absence of any or all presentments, demands (ineluding demands for performance), notices (including notices of any adverse change in the financial status of Tenant, notices of any other facts which increase the risk to Guarantor, notices of non-perfornianee and notices of acceptance of this Guaranty) and protests of each and every kind; (y) the defense of any statute of limitations in any action under or related to this Guaranty or the Lease; and (z) any right or defense based on a lack of diligc-rice or failure or delay by Landlord in entbreing its rights under this Guaranty or the Lease. Guarantor hereby waives and agrees not to assert or take advantage of any right to (i) exoneration if Landlord's actions shall impair any security or collateral of Guarantor: (ii) any security or collateral held by Landlord; (iii) require Landlord to proceed against or exhaust any security or collateral before proceeding against Guarantor; and (iv) require Landlord to pursue any right or remedy for the benefit of Guarantor. Without limiting- the generality of any of the covenants and agreements of Guarantor set north in this Guaranty, Guarantor - hereby waives any and all benefits of the second sentence of Section 2822(a) and the provisions of Sections 2809, 2810, 2819, 2822, 2845, 2848, 2849 and 2850 of the California Civil Code and anv successor or similar statutes of arty jurisdiction. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of Guarantor and Landlord and their respective heirs, legal representatives. successors and assigns. As used herein. the term "Tenant' means the party specifically named as ''Tenant" in the Lease, together with any assignee of or subtenant under the Lease and any successor in interest to anv of the foregoing whether by assignment, sublease or otherwise, including any trustee in bankruptcy or bankruptcy estate of any of the foregoing. The undersigned, if' there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word "undersigned" wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if' each of them had signed separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. In any action or proceeding between the parties, including any appellate or alternative dispute resolution proceeding, the prevailing party may recover from the other party all of its costs and expenses in connection therewith, including reasonable attorneys' fees and costs. This Guaranty shall be governed by and construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty, Guarantor submits to the jurisdiction of the courts of such state, and to venue in the county where the premises demised by the Lease are located. IN ANY ACTION BROUGI IT ON, AND WITFI RESPF,CT TO ANY MATTF,R (INCLUDING ANY TORT CLAIM) ARISING OUT OF, T11IS GUARANTY, GUARANTOR I IFREMY WAIVES ANY RIGHT TO TRIAL. BY .JURY AND FURTHER WAIVES AND AGREES NOT TO ASSERT OR "TAKE ADVANTAGE OF ANY DEFENSE BASED ON THE CLAIM THAT ANY ARBITRATfON DECISION BINDING UPON LANDLORD OR TENANT IS NOT BINDING ON GUARANTOR, Anv notice or other communication to be given to Landlord or Guarantor hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord's address set forth in the Lease. Notices to Guarantor shall be addressed as follows: In the event Guarantor's notice addressas set forth above changes. Guarantor agrees to provide written notice to Landlord of such change in address. If Guarantor's notice address is not tilled in at the above blank, or if the Guarantor's notice address is a post office box address, then. for all purposes under this Guaranty, Landlord may send all notices under this Guaranty to Guarantor, c/o Tenant, at the same notice address Landlord uses for Tenant under the Lease, and any notice delivered in accordance with the foregoing shall be deemed to have been properly delivered to Guarantor. Guarantor acknowledges that in entering into this Guaranty it has not relied upon any representation, warranty or statement, whether oral or written, not expressly set forth (herein. Guarantor waives the benefit of any rule that a written agreement shall be construed against the drafting party, or that an instrument of guaranty or suretyship be construed against the obligee. Exhibit lI IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date of the Lease. GUARANTOR: CHRIS N�TANO, an individual By: Chris Napolitano Exhibit H CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 11 EM ..w�<�..a..a�.•�cra.�..ara�./a�..a .a�.'�..a..a .a..a��.�.�..a.<c.��.r:�.r:��.ratr:�tra�•��.�.��ara^..a�r.. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of rc.n On to 17% 1 ob 15 before me, 0,u.,t\cs A V c crK cL Date Here Insert Name and Title of the Officer personally appeared i�Mr�s NGPo\� r Grfl NameW'-of SigneX who proved to me on the basis of satisfactory evidence to be the person( whose nameKis/ar' subscribed to the within instrument and acknowledged to me that he/�/ ey executed the same in his/f�/t4i6ir authorized capacity(iearand that by his/h&fAfl�ir signature(pron the instrument the person(sj,, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ov CHARLES A. VICKERY WITNESS my hand and official seal. NOTARY PU # 2083066 3 W"COMM. NOTARYPUBUC *CAUFORNIA n l-41ORANGE COUNTY Signature -(� Exp. SEPT. 25, 2018 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Lev-4 r of Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): Partner — ❑ Limited ❑ General I Individual ❑ Attorney in Fact I Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: Corporate Officer — Title(s): J Partner — ❑ Limited General Ll Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907