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HomeMy WebLinkAboutC-9017-5 - Dove Street, 1201 (Suite 470 & 485) Office Lease, Amendment No. 1-2SECOND AMENDMENT TO LEASE I V THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is made and entered into as of April 11, 2024, by and between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company dba Ventris Medical ("Tenant"). This Second Amendment includes the following exhibits and attachments: Exhibit A (Outline of Expansion Space), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Notice of New Term Dates), and Rider No. 4 (Waiver of Relocation Benefits). RECITALS: A. AG Dove Owner, L.P., a Delaware limited partnership ("Original Landlord") and Tenant entered into that certain Office Lease Agreement dated as of October 10, 2019 (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 amended by that certain First Amendment to Lease dated as of November 18, 2020 by and between Original Landlord and Tenant ("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. B. By this Second Amendment, Landlord and Tenant desire to expand the Premises, extend the Term of the Lease which is set to expire on April 30, 2025, 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 Second Amendment, including that Tenant's tenancy and rent of the Expansion Space, as defined herein, as well as the extension of the Lease term, commence after the date that Landlord acquired the Building and that 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 providing for 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 Existing 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 3,475 rentable square feet located on the fourth (41h) floor SECOND AMENDMENT TO LEASE SECADA MEDICAL 4880-4866-1409.4 of the Building, comprising Suite 470 (containing 3,041 rentable square feet) ("Original Premises") and a portion of Suite 485 containing 434 rentable square feet (together "Existing Premises"), as more particularly described in the Lease. 2. Expansion of the Existing Premises. That certain portion of Suite 485 located on the fourth (41hi) floor of the Building outlined on the floor plan attached hereto as Exhibit "A" and made a part hereof, which Landlord and Tenant hereby stipulate contains 1,020 rentable square feet, may be referred to herein as the "Expansion Area" or "Expansion Space." Effective as of the date that is sixty (60) calendar days following the date of Substantial Completion (as defined in Exhibit "C" (Work Letter) ("Expansion Commencement Date"), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Space. The Existing Premises combined with the Expansion Space (collectively "Premises") shall comprise a total of 4,495 rentable square feet. 3. Beneficial Occupancy Period. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to commence business from the Expansion Space during the two (2) month period commencing from the date of Substantial Completion of the Landlord Work (as such terms are defined in Exhibit "C" attached hereto) in the Expansion Space (the "Beneficial Occupancy Period"). All of the terms and conditions of the Lease (as amended) shall apply during the Beneficial Occupancy Period, with the exception of Tenant's obligation to pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes for the Expansion Space. Tenant shall continue to pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes for the Existing Premises during the Beneficial Occupancy Period. The commencement of the Beneficial Occupancy Period is anticipated to occur on or about June 1, 2024. 4. Extended Lease Term. The Term of the Lease is hereby extended through the date that is seventy-two (72) months after the Expansion Commencement Date ("New Expiration Date"); provided, however, that if the Expansion Commencement Date is a date other than the first (1 st) day of a month, the New Expiration Date shall be the last day of the month that is seventy- two (72) full calendar months after the month in which the Expansion Commencement Date falls. The period from Expansion Commencement Date through the New Expiration Date specified above, shall be referred to herein as the "New Term." Tenant shall not have any right to extend the Lease beyond the New Term. Rider Nos. 1, 2 and 3 of the Original Lease shall hereby be null and void. 5. Monthly Base Rent as to the Expansion Space. Notwithstanding anything to the contrary in the Lease, Tenant shall pay subject to abatement pursuant to Section 6 below, monthly Base Rent during the New Term for the Expansion Space as follows: Period Monthly Base Rent Expansion Commencement Date — 12t" full calendar month of New Term $3,213.00 Months 13 — 24 of New Term $3,304.80 Months 25 — 36 of New Term $3,406.80 Months 37 — 48 of New Term $3,508.80 Monthly Base Rent Per Rentable Square Foot $3.15 $3.24 $3.34 $3.44 SECOND AMENDMENT TO LEASE SECADA MEDICAL -2- 4880-4866-1409.4 Months 49 — 60 of New Term $3,621.00 $3.55 Months 61 — 72 of New Term $3,723.00 $3.65 6. Base Rent Abatement as to the Expansion Space. Notwithstanding anything to the contrary contained in the Lease or in this Second Amendment, and provided that Tenant is not in Default as to 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 Expansion Space for the first six (6) full calendar months of the New Term ("Expansion Space Abatement"). 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 including, without limitation, the payment of Base Rent for the Existing Premises. 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 (but only to the extent Landlord is not otherwise made whole through the recovery of leasehold damages), Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 6. Tenant has elected to convert, on a dollar -for -dollar basis, a total amount of Six Thousand Four Hundred Twenty -Six and 00/100 Dollars ($6,426.00) of the Expansion Space Abatement into additional Allowance funds amounts to be used with respect to the Landlord Work (as defined in Exhibit C). 7. Monthly Base Rent as to the Existing Premises. Tenant shall continue to pay monthly Base Rent for the Existing Premises as the rate set forth in the Lease through April 30, 2025. From and after May 1, 2025, Tenant shall pay subject to abatement pursuant to Section 8 below, monthly Base Rent for the Existing Premises as follows: Monthly Base Rent Per Rentable Square Period Monthly Base Rent Foot 5/1/25 — 121h full calendar month of New Term $10,946.25 $3.15 Months 13 — 24 of New Term $11,259.00 $3.24 Months 25 — 36 of New Term $11,606.50 $3.34 Months 37 — 48 of New Term $11,954.00 $3.44 Months 49 — 60 of New Term $12,336.25 $3.55 Months 61 — 72 of New Term $12,683.75 $3.65 8. Base Rent Abatement as to the Existing Premises. Notwithstanding anything to the contrary contained in the Lease or in this Second Amendment, and provided that Tenant is not in Default as to 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 Existing Premises for the first full four (4) calendar months of the New Term ("Existing Premises Abatement"). 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 including, without limitation, the payment of Base Rent for the Expansion Space. In SECOND AMENDMENT TO LEASE SECADA MEDICAL -3- 4880-4866-1409.4 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 (but only to the extent Landlord is not otherwise made whole through the recovery of leasehold damages), Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the provisions of this Section 8. Tenant has elected to convert, on a dollar -for -dollar basis, the entire Forty -Eight Thousand Five Hundred Eleven and 00/100 Dollars ($48,511.00) Existing Premises Abatement into additional Allowance funds to be used with respect to the Landlord Work (as defined in Exhibit C). 9. Tenant's Pro Rata Share and Base Year. Notwithstanding anything to the contrary in the Lease, during the New Term, Tenant's Pro Rata Share of any increase in Expenses and Taxes for the entire Premises shall be 5.42% and the Base Year for the entire Premises shall be the calendar year 2024. Notwithstanding anything to the contrary contained herein, Tenant shall not be responsible for paying Landlord any Expense Excess or Tax Excess for the entire Premises for the first twelve (12) months of the New Term. 10. Expenses and Taxes. Exhibit "B" (Expenses and Taxes) of the Original Lease is hereby replaced in its entirety with the Exhibit "B" (Expenses and Taxes) that is attached hereto to this Second Amendment. 11. Tenant Improvements. Landlord shall perform the improvements in the Premises pursuant to the Work Letter attached hereto as Exhibit "C". Tenant hereby acknowledges that Landlord will be performing such improvement work during the current Lease Term, and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection therewith. 12. Parking. Effective as of the Expansion Commencement Date and continuing throughout the New Term, in lieu of the parking passes provided to Tenant in the Lease, Tenant shall have the right to utilize up to fourteen (14) parking passes for unreserved parking spaces in the Building's parking areas at the following Parking Fees: (a) free for the first thirty-six (36) months of the New Term; and (b) $50.00 per unreserved parking pass per month thereafter. As part of the foregoing allocation, Tenant may permanently convert (on a one-to-one basis) up to three (3) of Tenant's unreserved parking passes to reserved spaces at $75.00 per reserved space per month in locations to be mutually agreed upon by Landlord and Tenant. Except as otherwise provided in this Section 12, Tenant's use of such parking passes shall be in accordance with, and subject to, all provisions of Sections 1.12 and 28 of the Original Lease. 13. Notice of New Term Dates. Landlord may deliver to Tenant a commencement letter in a form substantially similar to that attached hereto as Exhibit "D" and made a part hereof at any time after the Expansion Commencement Date. Tenant agrees to execute and return to Landlord said commencement letter within five (5) days after Tenant's receipt thereof. 14. Security Deposit. Tenant has previously deposited with Landlord $13,722.78 as a Security Deposit under the Lease. Concurrently with Tenant's execution of this Second Amendment, Tenant shall deposit with Landlord an additional $4,324.65, for a total Security Deposit under the Lease, as amended herein of $18,047.43. Landlord shall continue to hold the Security Deposit as increased herein in accordance with the terms and conditions of Section 5 of the Original Lease. SECOND AMENDMENT TO LEASE SECADA MEDICAL -4- 4880-4866-1409.4 15. 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 Second 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 will be shared by Tenant and Landlord as more specifically set forth in Exhibit "C" (Work Letter) attached hereto. Tenant shall be responsible for ensuring the Premises are in compliance with access laws (including but not limited to the Americans with Disabilities Act and its related regulations and the California Building Code, Title 24 of the California Code of Regulations) (collectively, "Accessibility -Related Laws"). 16. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this Second Amendment, to Tenant's knowledge, 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. 17. 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 than CBRE, Inc. (Matt Didier and Jessie Tichelaar) who represented Landlord in connection with this Second Amendment and CBRE, Inc. (David Ellis and Austin Kanzler) who represented Tenant in connection with this Second 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 Second Amendment. 18. Landlord's Notice Addresses. From and after the date of this Second 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 19. Attorneys' Fees. Section 27.01 of the Lease is hereby deleted in its entirety and replaced with the following: " 27.01 Costs and Expenses; No Waiver. 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. 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." SECOND AMENDMENT TO LEASE SECADA MEDICAL -5- 4880-4866-1409.4 20. Signing Authority. The individual(s) executing this Second Amendment on behalf of Tenant hereby represent and warrant 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(s) signing on behalf of Tenant are authorized to do so. 21. Counterparts; Electronic Delivery. 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. If a variation or discrepancy among counterparts occurs, the copy of this Second Amendment in Landlord's possession shall control. Execution of this Second 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. Notwithstanding Section 30 of the Lease, the parties may not exchange counterpart signatures by facsimile or electronic transmission and electronic or digital signatures shall not be valid. 22. No Further Modification. Except as set forth in this Second Amendment, all of the terms and provisions of the Lease shall apply during the New 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 the following page) SECOND AMENDMENT TO LEASE SECADA MEDICAL -6- 4880-4866-1409.4 IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first above written. "LANDLORD" ATTEST: Leilani I. Brown, Clerk THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: K. Leung, City Manaqw X APPROVED AS TO FORM: By: Aar n C. Harp, Cit Attorney "TENANT" P ART SECADA MEDICAL, LLC, a California limited liability company dba Ventris Medical By: Print Name:. — Title: o pbaC rG0 S\C By: ���e, ,90�'- Print Name:_ C�jC\ G 0 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. SECOND AMENDMENT TO LEASE SECADA MEDICAL -7- 4880-4866-1409.4 IN WITNESS WHEREOF, this Second 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: M Leilani I. Brown, City Clerk APPROVED AS TO FORM: By: Aar n C. Harp, Cit Attorney UI1`I13`\bL- "TENANT" Grace K. Leung, City Manager SECADA MEDIC ,ILLC, a California lim' d liability any dba Ventris Medical By: Vv Print Nam�Zu'� Title: 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. SECOND AMENDMENT TO LEASE SECADA MEDICAL. -7- 488OA866-1409.4 EXHIBIT "A" OUTLINE OF EXPANSION SPACE This Exhibit "A" is provided for informational purposes only and is intended to be only an approximation of the layout of the Expansion Space and shall not be deemed to constitute any representation by Landlord as to the exact layout, size or configuration of the Expansion Space. 1--1-.-.-,- ,-,-�-.-,- .-,-,-.-.-.-,-.-I-1- 1 Q �� o +24 Jlcl +24 24 m 1 �2 av 1 CD 1 70 1 f 1 ^ 52 1 m 1 C 1 �� � 1 Fn m T 4�:- j m 41 1 mm m 1 1 m 1 +za Q +24 1 +66 ® W' S 1 66 �A 12 - t25 �u - 1 4880-4866-1409.4 EXHIBIT A -1- EXHIBIT "B" 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 SECADA MEDICAL, LLC, a California limited liability company ("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. 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 B -2- 4980-4866-1409.4 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) [deleted] (j) 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 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; provided, however, that at such time as any such particular assessments, charges, costs or fees are no longer included in Expenses, such particular assessments, charges, costs or fees shall be excluded from the Base Year calculation of Expenses. 2.02 Expenses shall not include: (A) costs of leasing commissions, attorneys' fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of the Building; (B) costs (including permit, license and inspection costs) incurred in renovating or otherwise improving, decorating or redecorating usable space for other tenants or vacant rentable space; (C) cost of utilities or services sold to Tenant or others for which Landlord is entitled to and actually receives reimbursement (other than through any operating cost reimbursement provision identical or substantially similar to the provisions set forth in this Lease); (D) except as otherwise specifically provided in this Section 2, costs incurred by Landlord for capital repairs, improvements, equipment and alterations to the Building which are considered capital improvements and replacements under generally accepted accounting principles, consistently applied; (E) costs of services or other benefits which are either not offered to Tenant or for which Tenant is charged directly, but which are provided to other tenants of the Building without a separate charge; (F) costs of overhead or profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in or in connection with the Building to the extent the same exceeds the cost of such services which could be obtained from third parties on a competitive basis; (G) except as otherwise specifically provided herein, costs of interest on debt or amortization on any mortgages, and rent and other charges, costs and expenses payable under any mortgage, if any; (H) costs of any compensation and employee benefits paid to clerks, EXHIBIT B -3- 4880-4866- l 409.4 attendants or other persons in a commercial concession operated by Landlord; (1) marketing costs, legal fees, space planner's fees, and advertising and promotional expenses and brokerage fees incurred in connection with the original development, subsequent improvement, or original or future leasing of the Building; (J) costs of electrical power for tenant spaces for which Tenant directly contracts with and pays a local public service company; (K) any bad debt loss, rent loss, or reserves for bad debts or rent loss; (L) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord including costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord's interest in the Building, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants, and Landlord's general corporate overhead and general and administrative expenses; (M) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Building unless such wages and benefits are prorated to reflect time spent on operating and managing the Building vis-a-vis time spent on matters unrelated to operating and managing the Building; provided, that in no event shall Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of general manager; and (N) costs incurred to comply with laws relating to Hazardous Material, which was in existence in the Building prior to the Commencement Date, and was of such a nature that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in the state, and under the conditions that it then existed in the Building, would have then required the removal of such Hazardous Material or other remedial or containment action with respect thereto. 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 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. EXHIBIT B -4- 4880-4866- l 409.4 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. 4. Landlord's Books and Records. Within sixty (60) days after receipt of an expense statement by Tenant, if Tenant disputes the amount of Expenses set forth in the statement, an independent certified public accountant (which accountant is a member of a regionally recognized accounting firm and is not working on a contingency fee basis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, one time inspect Landlord's records with respect to the statement at Landlord's offices. If within thirty (30) days after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such Expenses, a final, binding determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and reasonably approved by Tenant; provided that if such determination by the Accountant proves that Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. EXHIBIT B -5- 4880-4866-1409.4 FXHIRIT "r" WORK LETTER (TURN KEY ALLOWANCE CAP) This Exhibit is attached to and made a part of the Second Amendment to Lease by and between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California. 1. Landlord, at its sole cost and expense, up to the amount of the Allowance as referenced below (subject to the terms and provisions of this Section 1 and Section 2 below), shall perform improvements to the Premises in accordance with the demolition plan and space plan attached hereto as Schedule 1 prepared by Spaces Planning & Design Inc. dated April 19, 2023 (collectively, the "Space Plan") using Building standard methods, materials and finishes except as otherwise specifically noted on the Space Plan. The improvements to be performed in accordance with the Space Plan are hereinafter referred to as the "Landlord Work". Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that Landlord shall not be obligated to pay more than $112,375.00 (calculated at a rate of $25.00 per rentable square foot of the Premises) (the "Allowance") to complete the Landlord Work, and Tenant shall pay to Landlord (within ten (10) business days after invoice therefor) the amount of any actual and reasonable costs incurred by Landlord to complete the Landlord Work in excess of the Allowance. It is further understood and agreed that in no event shall the Allowance be used or applied to costs of design and construction of any server rooms, computer or phone rooms, and/or any other improvements with non - Building standard improvements, materials and/or quantities (collectively, the "Overstandard Improvements"), and all costs relating to designing and constructing such Overstandard Improvements will be at Tenant's sole cost and expense and shall require Landlord's prior approval. Prior to commencement of construction of the Landlord Work, Tenant shall pay to Landlord all costs related to the Overstandard Improvements, and the expected costs of the Landlord Work exceeding the Allowance. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. The costs of the Landlord Work shall include any and all architectural fees, engineering fees, city permits, a general contractor's fee, and a construction management fee paid to Landlord's construction manager in the amount of three percent (3%) of the total cost of the Landlord Work. Any portion of the Allowance that is not used on or before December 31, 2024 ("Allowance Deadline") shall be forfeited to Landlord. 2. All other work and upgrades requested by Tenant shall be subject to Landlord's approval, shall be at Tenant's sole cost and expense plus any applicable state sales or use tax thereon and a construction management fee payable to Landlord equal to three percent (3%) of the total cost of such work and upgrades, all payable upon demand as Additional Rent. EXHIBIT C -1- 4880-4866-1409.4 3. Tenant shall have the right to request Landlord, which request must be made no later than five (5) business days following full execution of the Lease, that the Landlord Work be competitively bid by no less than three (3) qualified general contractors. If Tenant properly requests such bidding, the general contractor that shall construct the Landlord Work shall be a contractor selected pursuant to the following procedure. The Landlord Work shall be submitted by Landlord to three (3) general contractors selected by Landlord. Each such general contractor shall be invited to submit a sealed, fixed price contract bid (on such bid form as Landlord shall designate) to construct the Landlord Work. Each general contractor shall be notified in the bid package of the time schedule for construction of the Landlord Work. The subcontractors utilized by the general contractor shall be subject to Landlord's reasonable approval and the bidding instructions shall provide that as to work affecting the structure of the Building and/or the systems and equipment of the Building, Landlord shall be entitled to designate the subcontractors. The bids shall be submitted promptly to Landlord and a reconciliation shall be performed by Landlord to adjust inconsistent or incorrect assumptions so that a like -kind comparison can be made and a low bidder determined. Landlord shall select the general contractor who shall be the lowest bidder and who states that it will be able to meet Landlord's construction schedule. 4. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, laws or regulations or that the improvements constructed will be adequate for Tenant's use. 5. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement, or adjustment of Rent or other sums payable under the Lease. 6. The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture, furnishings, telephone and data equipment, or other personal property. Tenant shall assume full responsibility to ensure that all items associated with the Landlord Work are adequate to fully meet the requirements of Tenant's intended use of the Premises. 7. If Tenant uses less than the Allowance for the Landlord Work, Tenant may request in a written notice ("Rent Credit Notice") delivered to Landlord on or before Allowance Deadline, that the lesser of (a) any unused portion of the Allowance or (b) $44,950.00 (calculated at a rate of $10.00 per rentable square foot of the total of the Existing Premises and Expansion Space) 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 on the EXHIBIT C -2- 4980-4866-1409.4 later of (i) the first day of the calendar month following the delivery of the Rent Credit Notice to Landlord or (ii) the expiration of the Abatement Period. Any portion of the Allowance that is not so requested by Tenant on or before the Allowance Deadline shall be forfeited to Landlord. 8. Landlord will not be responsible for moving any of Tenant's furniture or equipment in connection with the performance of the Landlord Work, and Tenant shall be solely responsible for such furniture and equipment. Tenant hereby acknowledges that Landlord will be performing the Landlord Work during the Lease Term, and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of rent in connection therewith. 9. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease. 10. For purposes of determining the commencement of the Beneficial Occupancy Period (pursuant to Section 3 of the Second Amendment), "Substantial Completion" of the Landlord Work shall constitute the completion of the Landlord Work in the Expansion Space pursuant to the Space Plan, with the exception of any punch list items that do not materially and adversely affect Tenant's use and occupancy of the Expansion Space. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant or its employees, agents or contractors, including, without limitation, changes requested by Tenant to the Space Plan, Tenant's failure to comply with any of its obligations under the Lease (as amended), or the specification of any materials or equipment with long lead times (each a "Tenant Delay"), Substantial Completion of the Landlord Work shall be deemed to be on the date that Substantial Completion could reasonably have been expected to occur absent any Tenant Delay. 11. Tenant shall bear the cost of making any repairs necessary to correct violations of construction -related accessibility standards indicated by the CASp report with respect to the Premises. Tenant may use any unused portion of the Allowance for the costs of such work, provided that the scope of such work shall be subject to Landlord's prior written approval. Landlord shall bear the cost of making any repairs necessary to correct violations of construction -related accessibility standards indicated by the CASp report with respect to the Common Areas of the Property. The Allowance shall be reduced by an amount equal to the costs of such work performed by Landlord. EXHIBIT C -3- 4880-4866-1409.4 SCHEDULE 1 TO EXHIBIT "C" SPACE PLAN _,_,_,_,_,....... _,_,_,_,_,_,_,..,_,a AREA OF PERMIT SUITE 470 EXHIBIT C -4- 4880-4866-1409.4 l AREA OF PERMIT SUITE 470 SPACE PLAN LEGEND �® EXISTING WALLS TO REMAIN n: TELEPHONE BACKBOARD NEW NON I\S-LATED WALL E EXISTING TO CEILING CRIC DUPLFX MALL OUTLET ER EXISTING TO BE RELOCATED NEW INSULATED WALL R RELOCATED TO CEILING GRID DUPLEx WALL OUTLET -SEPARATE 01: R D DEMOLISH ?EMO EXISTING WALL/,[EMS N NEW TYP. TYPICAL THROUGHOUT SUITE OUADURAPLEX WALL OUTLET TELEPHONE AND/OR DATA OUTLET, 5/4" CONDUIT ® FLUSH FLOOR OUTLET FOR POWER & TELE/DATA FE FI-E E, I'i.: _q -HER ALL ITEMS EXISTING TO REMAIN UNLESS OTHERWISE NOTED OCCUPIED: NO PHASES= 1 EXHIBIT C -5- 4880-4866-1409.4 KEY NOTES ( dl PROVIDE NEW E'<', SIGN SIG'rS IN AREA OF CONSTRUCTION TO MATCH FXISTING SUITE. RELOCATE EXISTING 24/7 SUPPLEMENTAL AIR UNIT WITH ZONE/VAV BOX/"—STAT TO NEW STORAGE ROOM. MEDICAL STORAGE MUST MAINTAIN A TEMPERATURE CONTROLLED ROOM_ 43 DEMO EXISTING CEILING GRID, TILE AND LIGHT FjXrURES IN EXPANSI(')%, ° PA; E .K4 INSTALL NEW CEILING GRID, TILE AND LIGHT FIXTURES 1% FXPANSION s - :E TO MATCH EXISTING SUITE AND HEIGHT ALIGNMENT. t� PATCH, REPAIR & PREP WALLS FOR NEW FINISH WHERE DEMO OCCURS. RE —SWITCH LIGHTS IN OPEN OFFICE AREAS. +7 RELOCATE AND/OR ADD/SUBTRACT FIRE SPR+NKLERS 'ER NEW LAYOUT. NEW FLOOR FINISHES THROUGHOUT AREA OF CONSTRUCTION TO LATCH EXISTING; POLISH CONCRETE FLOORS IN OMEN SPACES AND PATH 'NAYS 'oNFFH BASE. NEW CARPET, BASE AND PAINT IN PRIVATE OFFICES. NEW PAINT THROUGHOUT AREA OF CONSTRUCTION AND EXISTING SUITE. rif11 ALL DOORS TO HAVE ADA COMPLI—"JT LEVER HARDWARE, HINGE`= AND DUCP `'-� STOPS. ALL OUTLETS/PLATES AND SNITCHES/PLATES TO MATCH FXISTI`,C COLOR '"WHITE" TO RE UNIFORM THROUGHOUT SUITE. PROVIDE NEW AS NEEEIE . E .ALL TACTILE EXIT SIGNS TO BE BLACK AND WHITE ONLY. F EXISTING ?O MINUTE RATED WOOD DOORS TO RE RE— STAINED TO MAT4:H �— EXISTING SUITE. FRAMES AND HARDWARE TO MATCH EXISTING SUITE. CK-,��) RELOCATE STORAGE ROOM DOOR WITH FRAME & HAR WARE_ i� QK NEW DOORS, FRAVES AND HARDWARE TO MATCH EXISTING SUITE, i1r41 NEW SIDE LIGHTS: HEIGHT AND WIDTH W17H FRAMES 70 MATCH FX;STING SUITE i'K17� NEW MILLWORK: UPPER do LOWER CABINETS WITH SOLID SURFACE COUNTER fO MATCH MILLWORK rrAT IS TO BE DEMO'D IN OLD, STORAGE ROOM, THE NEW MILLWORK IS TO BE DESIGN .AND CONSTRUCTED "ABOVE STANDARD" TO MATCH THE CONSTRUCTION OF THE MILLWORK IN THE EXI'-;l1P1G WORK ROOM. K13 SUITE TO BE ENGINEERED MEET 2022 C_B.C.—TITLE 24; LIGHT FIXTURES TO BE DAY —LIGHTING AND DIMMABLE WITH OCCUPANT SENSORS WITH NEW CONTROLS. 1K19 EX'ERIOR WINDOW BLINU'S IN EXPANSION AREA TO MATCH EXISTING SUITE EXHIBIT C -6- 4880-4866-1409.4 BUILDING STANDARD NOTES, 1. bERiFYING EXISTING CONDITONS - BEFORE SUBMITTING BID, G.C. SHALL BECOME THOROUGHLY FAMILIAR WITF ACTUAL EXISTING CONDITIONS AT THE BUILDING. THE INTENT OF THE WORK IS SHOWN ON THE DFAWINCS AND DESCRIBED HEREINAFTER. BY T-IE AC_ 0= SUBMITTING A BIC PROPOSAL -OF WORK, THE CONTRACTOR SHALL BE DEEMED TO HAVE MADE SJCH A STUDY AND EXAMINATION AND TO ACCEPT ALL CONDITIONS DRESENT AT THE SITE, NO REQUEST FOR ADD[ -ZONAL PAYMENT SHALL BE CONSIDERED VALID, DUE TO FAILURE TO ALLOW FOR CONDITIONS WHICH MAY EXIST. 2. ALL SU13CONTRACTOFZS SHA-L BE CITY AND STATE LICENSED. 3. ALL DOORS SHALL BE HANDICAPPED ACCESSIBLE: FLOOR OR LANDING SHALL NO- BE NOR-- T IAh 1/2" DCLOW TI IRESI IOLC. MAXIMUM EFFORT TO OPCN COORS SHALL NOT FXCFFiD 5 1 R5 (FXIT DnORr,) A, .i I RS (INTFRIOP. DOORS) DOORS SHw I R()MPI Y WIT THE 2022 C.B.C. 4. PURIIC CORRIDORS SHA I RF OF ONF--IOIIR 2ONSTRUCTION WITI- DOOR DPFNINGS FRO-EC-ED WITH 20 MINUTE SELF —CLOSING AND CATCHING ASSEMBLIES ANC SMOKE SEAS. IF RATING IS REQUIRED. ALL EXISTING HANDICAPPED FACILTIES SHALL MEET OR COMPL" WITH TITLE 24 HANDICAPPED ACCESSBILTY REQUIREMEN-5, 6. G.C. TO VERIFY HVAC CONDITIONS/ZONING WITH BUILDING ENGINEER TO ENSURE ADEOUAOY CF LXISIING UNITS DOH SLIIE ,ANY ALLAI UNS 10 HVAC EQUIPMLNI SHALL BL INCLUDED IN SCOPE ANC BID FOR PROPOSED WORK. 7. C.C. TO VERIFY CAPACITY OF EXISTING ELECTRICAL PANEL/ TRANS=OFMERS IS ADEQUATE FOR PROPOSED WORK. IF ANY ADDITIONS TO ELECTRICAL CAPACITY OF BUILC'INC IS REQUIRED IT SHALL BE INCLUDED IN SCOPE AND BIC FOR PROPOSED WORN. i3. ALL EX13TING TELEPIIONG/DATA CA13UNG 13 TO BE REMCVED BY OC. 9. ALL ELECTP,ICA.L/TELEDA-A OUTLETS ARE EXISTING TO REMAIN DON. 10 PATCH AND PAINT DRYWAI I WHFRF FXISTING R FCTRI'AI IS TO RF R-MCNFD. RI ANK PI ATFS SHALL NOT BE PERMITTED. 1', A.LI SUSPENDED T—BAR IS FXSTIVG 8c NEW. 12. ALL ACOUSTICAL CEILING TI-ES ARE EXISTING & NEW, 13. PROVIDE BRACING AT CEILING AND TIE WIRES AT FIXTURES TO MEET JBC/BOCA./LOCA_ COOLS. CONFIRM LXISIING CONDIIIONS. 14. ALL SUITES TO RECEIVE TELEPHONE BACKBOARD / 1 SEPARATE CIRCUIT,/ I (ONE) 2" CONDLIF TO EASE BJILDING TELEPHONE. SAND AND 'AINT 3ACKBOARD. J.O.N. EXISTING. 15. ALL MILLWORK EXISTNG OR NEW IS TO COMPLY WITH TITLE 24 HANCICAPPED ACCESSIBILITY REOUIREMENTS. 16. ALL FIRE LIFE SAFETY, TITLE 24 REQUIREMENT COMPLIANCE MUST BE INCLUDED IN BID. 18. ALL LICIT FIXTURES TO ARE FXISTINC TO REMAIN. C.C. TO ALLOW FOR MINIMUM LICHT LEVEL OF ONE (1) FIXTURE PER EIGiTY (80) SQUARE FEET U.O.N. 19. ALL EXISTING INTERIOR DOORS TC BE REPAIRED TO AS NEW CONDITION OR REPLACED AS REQUIRED. NEW DOORS TO MATCH EXISTING IN MANUFAC_URER, STYLE AND FINISH. CONTRACTOR TO CHECK BLILDNG STOCK IF NEW DOORS REQUIRED. DUE TO ENVIRONMENTA_ I AZARDS NO DOORS AFL TO BE FIN SI IED ON SITE. 20. ALL WALLS EXISTING, SHELL OR NEW TO BE REPAIRED TO AS NEW CONDITION. PREP, PATCH & PAINT. TWO (2) COATS TO KNISH, O`+ER ONE (1) COAT OF PRIME. 21. ALL EXTERIOR WINDOW COVERINGS ARE EXISTING TO REMAIN U O.N. REPAIR OR REPLACE AS REQUIRED. ALL EXISTING WINDOW COVERINGS TO BE CLEANED. 22. ALL OFFICES TO 1AVE A MINIMUM OF TWO DUPLEX OUTLETS, ONE TELEFHONE OUTLET AND CNE DATA OUTLET, L.O.N. ALL OUTLET COVERS TO MATCH. 23. ALL ARCHITECTURAL 4ND ENGINEERING COCUMENTS TO BE PRCDUCED ON AJTCCAD. ?OPERIY MANAG_K/LNiDINLERS 10 RECEIVE A COPY CF IHE COMP-LILU UISI;S. 7.1. FURNITURE IS A SCHEMATIC LAYOUT ANC FOR REFERENCE ONLY, -ENANT TO PROVIDE TENANT'S FURNITURE VENDOR TO PROVIDE EXACT LOCATONS & SZES FOR OUTLETS & FURNITURE WHIPS. G.C. TO MAKE FINAL CONNECTS. 25. TENANT AND TENANT'S SU13CO14TR.ACTOR ARE RESPONSIS-E FOP INSTALLATION OF TELE—DATA CABUNG TO B- PLENUM RATED AND SUaPCNDCD FROM THE STRUCTURE ABOVE. CABLING MAY NOT RES- ON THE CEILING GRID OR BE ATTACHED TO ANY OTHER ELEMENTS AEOVE THE CEILING GRIC EXCEPT THE STRUCTURE ABOVE. NO CABLE BEND OVER 45 DEGREES. EXHIBIT C -7- 4880-4866-1409.4 I PROJECT I T z Q a 0 W s TENANT a Secada J U Medical (Ventris) J SUITE 470 1201 DOVE NEWPORT BEACH, CA 02660 SQUARE FOOTAGE - Aew3aNe USABLE, 3,656 S.F. RP 04.19.23 THIRD FLOOR `� �zw zarra ±-m-a RP PFW ni Tuna: nsz±nv:• iN TE3 �PL_N'-. I'. SPACE E UESicN PLAN ONE Sheet Title =AAAK --- _-__— — F :L D IN Project Number 3007.10 c0 MS ST_ M 205 / COSTA u A, CA 9262E 949.724,1499 / www.spaces-oc.cem Sheet Number SP-1 THEE DRANINGS AND/OR THE ACCOU?AAPIG SFECFICA IORS AS 10RUME117- Of SERe'IOE. ARE THE EXCLISNE PRCPE:M OF SPACES ANC THEIR JSE AkT PUBLI TIC,V SHALL BE RESTRICTED TO THE OROIHAL SPADE CR SJITE F13R NHICH THEY WERE ?REPARD. RE -USE, REPPOCUCT N, OR PI OIJCATION EY AM METHCf), IN KLE OR IN PART 6 P.ROH139ED DIC07 BY WRITTEN r ER- ONNION FKA SPACE ;. TITLE TO THESE PLANS "/OR SPECIFICA'TIDIN SKI- REMAN SFACES WITHOUT I'SU ICE; AND VISUAL CONT.AfT WITH THEM SHALL CONSTMM PRVA. FACIA RICEYCE OF ACCEPTANCE OF THESE HERttTIONS. SUBMITTED TO PLAN CHECK RELEASED FOR ENGINEERING - RELEASED FOR PRICING 04,20.23 DESCRIPTION DATE EXHIBIT C -8- 4880-4866-1409.4 TO: Attention: EXHIBIT "D" NOTICE OF NEW TERM DATES DATE: 20 RE: Second Amendment to Lease ("Second Amendment") dated 12024, between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company ("Tenant"), concerning Suite 485 and Suite 470 (collectively "Premises"), located at 1201 Dove Street, Newport Beach, California. Dear Mr. [or Ms.] In accordance with the Second Amendment, Landlord wishes to advise and/or confirm the following: 1. That the Tenant is in possession of the Premises and Tenant acknowledges that under the provisions of the Second Amendment, the New Term commenced as of , 20_ and shall expire on , 20_. 2. That in accordance with the Second Amendment, monthly Base Rent for the portion of Suite 485 referred to as "Expansion Space", comprising 1,020 rentable square feet, commenced to accrue on , 20 AGREED AND ACCEPTED: TENANT: a By: Print Name: Title: By: Print Name: Title: EXHIBIT D -1- 4880-4866-1409.4 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 SECADA MEDICAL, LLC, a California limited liability company ("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. 4. 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 Secada Medical (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 RIDER NO. 4 1201 DOVE STREET _2_ Secada Medical similar law of any state or territory of the United States are expressly waived. Section 1542 reads as follows: 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). RIDER NO. 4 1201 DOVE STREET _3 Secada Medical similar law of any state or territory of the United States are expressly waived. Section 1542 reads as follows: 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). RIDER NO. 4 1201 DOVE STREET 3 Secada Medical DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of November 18, 2020, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company ("Tenant"). RECITALS: A. Landlord and Tenant entered into that certain Office Lease Agreement dated as of October 10, 2019 (the "Lease"), whereby Landlord leased to Tenant and Tenant leased from Landlord certain office space in that certain building located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). B. By this First Amendment, Landlord and Tenant desire to expand the Existing Premises and to otherwise modify the Lease as provided herein. C. Unless otherwise deemed 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. The Existing 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 3,041 rentable square feet located on the fourth (4t') floor of the Building and known as Suite 470 (the "Existing Premises"), as outlined on Exhibit A to the Lease. 2. Expansion of the Existing Premises. That certain space located on the fourth (41) floor of the Building outlined on the floor plan attached hereto as Exhibit "A" and made a part hereof, may be referred to herein as the "Expansion Space." Landlord and Tenant hereby stipulate that the Expansion Space contains 434 rentable square feet. Effective as of March 1, 2021 ("Expansion Commencement Date"), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Space. Accordingly, effective upon the Expansion Commencement Date, the Existing Premises shall be increased to include the Expansion Space. Landlord and Tenant hereby agree that such addition of the Expansion Space to the Existing Premises shall, effective as of the Expansion Commencement Date, increase the number of rentable square feet leased by Tenant in the Building to a total of 3,475 rentable square feet. Effective as of the Expansion Commencement Date, all references to the "Premises" in the Lease or this First Amendment shall mean and refer to the Existing Premises as expanded by the Expansion Space. 3. Term and Monthly Base Rent for the Expansion Space. The Term for Tenant's lease of the Expansion Space ("Expansion Space Term") shall commence on the Expansion Commencement Date and shall expire co-terminously with Tenant's lease of the Existing Premises on April 30, 2025. During the Expansion Space Term, Tenant shall pay in accordance with the provisions of this Section 3, monthly Base Rent for the Expansion Space as follows: Period Monthly Base Rent Monthly Base Rent Per Rentable Souare Foot Expansion Commencement Date—10/31/21 $1,384.46 $3.19 l l/l/21-10/31/22 $1,427.86 $3.29 l l/1/22—10/31/23 $1,471.26 $3.39 l l/1/23—10/31/24 $1,514.66 $3.49 l l/l/24 — 4/30/25 $1,558.06 $3.59 4. Tenant's Pro Rata Share and Base Year. Notwithstanding anything to the contrary in the Lease, during the Expansion Space Term, Tenant's Pro Rata Share of any increase in Expenses and Taxes for the Expansion Space only shall be 0.52% and the Base Year for the Expansion Space shall also be the calendar year 2020. 5. Tenant Improvements. Landlord shall perform the improvements in the Expansion Space pursuant to the Work Letter attached hereto as Exhibit "B". Tenant hereby acknowledges that Landlord will be performing such improvement work during the current Lease Term and/or the Expansion Space Term, and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection therewith. 6. Parking. Effective as of the Expansion Commencement Date and continuing throughout the Expansion Space Term, Tenant shall purchase from Landlord an additional two (2) parking passes for unreserved parking spaces for use in the Building's parking facility. Tenant's use of such additional parking passes shall be in accordance with, and subject to, all provisions of Sections 1.12 and 28 of the Lease. 7. Security Deposit. Tenant has previously deposited with Landlord $12,008.91 as a Security Deposit under the Lease. Concurrently with Tenant's execution of this First Amendment, Tenant shall deposit with Landlord an additional $1,713.87, for a total Security Deposit under the Lease, as amended herein, of $13,722.78. Landlord shall continue to hold the Security Deposit as increased herein in accordance with the terms and conditions of Section 5 of the Lease. 4850-8707-7074.1 11/16/2020 DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 8. Brokers. Each parry represents and warrants to the other that no broker, agent or finder negotiated or was instrumental in negotiating or consummating this First Amendment. Each party further agrees to defend, indemnify and hold harmless the other parry from and against any claim for commission or finder's fee by any 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. 9. 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." 10. 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. 11. 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. 12. 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"), and an Electronic Signature shall be binding on such party as if this First Amendment had been originally executed by an ink signature. 13. No Further Modification. Except as set forth in this First Amendment, all of the terms and provisions of the Lease shall apply with respect to the Expansion Space and shall remain unmodified and in full force and effect. Effective as of the Expansion Commencement Date, all references to the "Lease" shall refer to the Lease as amended by this First Amendment. [SIGNATURES ON NEXT PAGE] -2- [0:00 AK DRAFT 4850-8707-7074.1 11/16/2020 DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 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 limited liability company, its general partner By: Name: Parke Willer Authorized Signatory "TENANT" SECADA MEDICAL, LLC, a Califgmje 1lpited liability company By: �SSa (hk Cc537.zE0F024EE... Russell Cook Print Name: CEO By: Print 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. 4850-8707-7074.1 11/16/2020 -3 [0:00 AN l DRAFT DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 EXHIBIT "A" OUTLINE OF EXPANSION SPACE This Exhibit "A" is provided for informational purposes only and is intended to be only an approximation of the layout of the Expansion Space and shall not be deemed to constitute any representation by Landlord as to the exact layout, size or configuration of the Expansion Space. ❑ ❑ ❑ ❑ In a Y u X; Ln m cD m LL c s Ln �I 0 :I m a Li 3C m J�� 11p1 ❑ v m C VI,n 6 C c o to c y o' a c mm .,LL m Ij ej n c 0 U) C 0 a m w U) EN Z cc O J N Q H Uw 2 � Qm m O_ H Z OC z OM W LLJ r- Zw I W vI W 1 H N O w O0 LL O N r-I M: 4850-8707-7074.1 11/16/2020 [0:00 AM] DRAFT DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 EXHIBIT "B" WORK LETTER (TURN KEY ALLOWANCE CAP) This Exhibit "B" is attached to and made a part of the First Amendment to Lease by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California. 1. Landlord, at its sole cost and expense, up to the amount of the Allowance as referenced below (subject to the terms and provisions of this Section 1 and Section 2 below), shall perform improvements to the Premises in accordance with the space plan attached hereto as Schedule 1 (the "Space Plan") using Building standard methods, materials and fmishes. The improvements to be performed in accordance with the Space Plan are hereinafter referred to as the "Landlord Work". Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that Landlord shall not be obligated to pay more than $13,020.00 (calculated at a rate of $30.00 per rentable square foot of the Premises) (the "Allowance") to complete the Landlord Work, and Tenant shall pay to Landlord (within five (5) business days after invoice therefor) the amount of any actual and reasonable costs incurred by Landlord to complete the Landlord Work in excess of the Allowance. It is further understood and agreed that in no event shall the Allowance be used or applied to costs of design and construction of any server rooms, computer or phone rooms, and/or any other improvements with non -Building standard improvements, materials and/or quantities (collectively, the "Overstandard Improvements"), and all costs relating to designing and constructing such Overstandard Improvements will be at Tenant's sole cost and expense and shall require Landlord's prior approval. Prior to commencement of construction of the Landlord Work, Tenant shall pay to Landlord all costs related to the Overstandard Improvements, and the expected costs of the Landlord Work exceeding the Allowance. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. The costs. of the Landlord Work shall include any and all architectural fees, engineering fees, city permits, a general contractor's fee, and a construction management fee paid to Landlord's construction manager in the amount of five percent (5%) of the total cost of the Landlord Work. Any portion of the Allowance which is not used on or before July 31, 2021 shall revert to Landlord. 2. All other work and upgrades, subject to Landlord's approval, shall be at Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as Additional Rent and a construction management fee payable to Landlord equivalent to five percent (511o) of the cost of such work and upgrades. 3. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, Laws or regulations or that the improvements constructed will be adequate for Tenant's use. 4. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not delay the Expansion Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 5. The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture, furnishings, telephone and data equipment, or other personal property. Tenant shall assume full responsibility to ensure that all items associated with the Landlord Work are adequate to fully meet the requirements of Tenant's intended use of the Premises. 6. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT "B" "I" [0:00 AMl DRAFT 4850-8707-7074.1 11/16l2020 DocuSign Envelope ID: 060764DA-5BBF-42B1-A08F-EC294AF27F59 SCHEDULE 1 TO EXIBIT "B" SPACE PLAN [TO BE INSERTED] EXHIBIT 'B" '2' [0:00 AM] DRAFT 4850-8707-7074.1 11/16/2020 OFFICE LEASE AGREEMENT 1201 DOVE STREET NEWPORT BEACH, CALIFORNIA THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 10'h day ofOctober, 2019, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC,.a California limited liability company dba "Ventris Medical" ("Tenant"). Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises from Landlord. The Lease includes the following exhibits and attachments: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Building Rules and Regulations), Exhibit E (Intentionally Omitted), Exhibit F (Intentionally Omitted), Exhibit G (Statement of Tenant Regarding Lease Commencement), Exhibit H (Asbestos Notification), Rider No. 1 (Extension Option Rider), Rider No.2 (Fair Market Rental Rate), and Rider No. 3 (Options in General). Basic Lease Information. 1.01 "Building" shall mean the building located at 1201 Dove Street, Newport Beach, California, which Building iscommonly known as 1201 Dove Street (the "Project"). As used herein, "Rentable Square Footage of the Building" is deemed to be 82,868 square feet. "Property" shall mean the Building, any other buildings in the Project and the parcels) of land on which they are located. "Common Areas" shall mean the portion of the Building and Property that are designated by Landlord for the common use of tenants and others. 1.02 "Premises" shall mean the area shown on Exhibit A to this Lease. The Premises are located on the fourth (40) floor of the Building and known as Suite 470. The "Rentable Square Footage of the Premises" is deemed to be 3,041 square feet. Subject to Landlord's security requirements, repairs made by Landlord to the Project, and Sections 16 and 17 of the Lease, Tenant shall have access to the Premises 24 hours per day, 7 days per week, 52 weeks per year. 1.03 "Base Rent": Period Annual Base Rent Monthly Base Rent Monthly Base Rent per Rentable Square Foot of the Premises 1111119 — 10131/20 $113,125.20 $9,427.10* $3.10 11/1/20 — 10/31/21 $116,409-48 $9,700..79 $3.19 11/1/21 — 10/31/22 $120,058.68 $10.004.89 $3.29 11/1/22-10/31123 $123,707.88 $10,308.99 $3,39 1111/23 $127,357.08 $10,613.09 $3.49 1111/24-4/30/25 $131,006.28 $10,917.19 $3.59 *Subject to abatement as set forth in Section 3 below. 1.04 "Tenant's Pro Rats Share": 3.67% (3,041 square feet within the Premises / 82,868 square feet within the Building). Tenant shall pay Tenant's Pro Rate Share of Taxes and Expenses in accordance with Exhibit B of this Lease. Landlord may equitably recalculate Tenant's Pro Rate Share from time to time based upon the remeasurement of the Building and the remeasurement of spaces in the Building (to the extent permitted by tenant leases). 1.05 "Base Year" for Taxes: 2020; "Base Year" for Expenses: 2020. 1.06 "Term": A period of sixty-six (66) months. The Term shall commence on November 1, 2019 (the "Commencement Date") and shall expire on April 30, 2025 (the "Expiration Date"), subject to earlier termination, if applicable, in accordance with the terms of this Lease. Tenant shall have one (1) option to extend the Term for an additional period of sixty (60) months, pursuant to and in accordance with the terms and conditions of Rider No. 1, Rider No. 2 and Rider No. 3 attached hereto. 1.07 "Security Deposit": $12,008.91. 1.08 "Brokers": CBRE, Inc. on behalf of Landlord and Hughes Marino, Inc. on behalf of Tenant. 1.09 "Permitted Use": General office purposes and non -toxic, minor laboratory work. 1.10 "Notice Addresses": Landlord: Tenant: AG DOVE OWNER, L.P. Secede Medical, LLC c/o Lincoln Property Company 1201 Dove Street,Suite 470 150 Paularino, Suite D182 Newport Beach, California 92660 Costa Mesa, California 92626 Attention: President Attention: Property Manager, 1201 Dove Street 4838-3804-5604.2 1201 DOVE STREET Secede Medical 1.11 "Landlord Work" means the work that Landlord is obligated to perform in the Premises pursuant to the separate work letter agreement (the "Work Letter") attached to this Lease as Exhibit C. 1.12 "Parking": Tenant shall purchase a total of twelve (12) parking passes for unreserved parking spaces, at the following rates (the "Parking Fee"): (a) free for the period commencing November 1, 2019 through October 31, 2021; (b) $35.00 per unreserved parking pass per month for the period commencing November 1, 2021 through April 30, 2025; and (c) Landlord's prevailing rate thereafter. Tenant elects to convert (on a one-to-one basis) the lease of two (2) of Tenant's unreserved parking passes to visitor/executive reserved stalls in locations to be mutually agreed upon by Landlord and Tenant at the following Parking Fee rates for reserved stalls: (1) free during the initial Lease Term; and (ii) Landlord's prevailing rate thereafter. The use of such parking passes shall also be subject to the payment of Expenses attributable to the parking areas and to the provisions set forth In Section 28. Tenant agrees to pay for such parking passes as Additional Rent (defined In Section 3) under the Lease. Except as set forth in this Section 1.12 and Section 28 herein, the purchase of such parking passes shall be subject to the Rules and Regulations asset forth in Exhibit D to the Lease. 1.13 "Guarantor": None. 2. Adjustment of Commencement Date; Possession. 2.01 Intentionally Omitted. 2.02 Subject to Landlord performing any required Landlord Work, the Premises are accepted by Tenant in "AS IS" condition and configuration without any representations or warranties by Landlord. 2.03 Within 30 days after the Commencement Date, Tenant shall return an executed Statement of Tenant Regarding Lease Commencement in the form attached hereto as Exhibit G. The Statement of Tenant Regarding Lease Commencement shall be binding upon Tenant unless Tenant objects thereto in writing within such 30 day period. 3. Rent. Upon the Commencement Date, Tenant shall pay to Landlord the sum of $9,427.10 constituting Base Rent due and payable by Tenant for the first full calendar month of the Term for which Rent is payable hereunder. Tenant shall pay Landlord, without any setoff or deduction, except as otherwise set forth in this Lease, all Base Rent and Additional Rent for the Term (collectively referred to as "Rent") when due. "Additional Rent" means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease, including, without limitation, payments for insurance, repairs and parking and Tenant's Pro Rate Share of Taxes and Expenses. Tenant shall pay and be liable for all rental,sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All Rent payable by Tenant hereunder shall be paid to Landlord in lawful money of the United States of America, by check or wire transfer made payable to the entity constituting Landlord hereunder and sent to the address designated in Section 1.10 of the Basic Lease Information, or to such other location or address as Landlord may designate from time to time. Tenant shall pay Landlord an administration fee equal to 5 % of all past due Rent); provided, however, no late charge shall be payable by Tenant with respect to the first (1 t) time in any twelve (12) month period during the Term hereof that Tenant is late in the payment of Rent hereunder, provided, that such payment is made within three (3) days of the date such payment is due. In addition, past due Rent shall accrue Interest at 10 % per annum (or the maximum rate legally permissible, whichever is less). Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant's covenant to pay Rent is independent of every other covenant in this Lease. Further, in the event any check submitted by Tenant is returned by reason of "non -sufficient funds", Tenant shall pay to Landlord an "NSF Fee" at Landlord's standard rate then in effect. Notwithstanding anything to the contrary contained in the Lease and provided that Tenant faithfully performs all of the terms and conditions of the Lease, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for the period commencing December 1, 2019 through May 31, 2020 (the "Abatement Period"). During such abatement period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease. In the event of a. default by Tenant under the terms of this Lease that results in early termination pursuant to the provisions of Section 19 below, then as apart of the recovery set forth in Section 19, Landlord shall be entitled to therecovery of the unamortized portion of the monthly Base Rent that was abated under the provisions of this Section 3 (amortized over the Initial 66 months of the Term). 4. Compliance with Laws; Use. The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity (collectively, "Laws"), regarding the operation of Tenant's business and the use, condition, configuration and occupancy of the Premises. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that the Premises has not undergone an inspection by a certified access specialist (a "CASp") and no representations are made with respect to compliance with accessibility standards. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following; "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." Therefore and notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sale cost, cause a CASp to Inspect the Premises and determine whether the Premises complies with all of the applicable construction -related accessibility standards under state law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of -2- 1201 DOVE STREET Secede Medical 4838-3804-5604.2 making any repairs necessary to correct violations of construction -related accessibility standards within the Premises. Tenant shall comply with the Rules and Regulations of the Building attached as Exhibit D and such other reasonable rules and regulations adopted by Landlord from time to time. 5. Security Deposit. The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for Interest (unless required by Laws) as security for the performance of Tenant's obligations, all in accordance with Section 1.07 of this Lease, The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due Rent, to cure any Default (defined in Section 18) by Tenant, or to compensate Landlord for any other loss or damage Landlord may suffer by reason of Tenant's Default. If Landlord uses any portion of the Security Deposit, Tenant shall, within 10 business days after written notice from Landlord, restore the Security Deposit to its original amount, and Tenant's failure to do so shall be a Default under this Lease. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 30 days after thelatest to occur of: (a) payment of the final Rent due from Tenant; or (b) the Expiration Date; or (c) the date Tenant surrenders the Premises to Landlord in compliance with Section 26. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor Laws now or hereafter in effect, Including, but not limited to, any provision of law which (i) establishes the time frame by which a landlord must refund a security deposit under a lease,. or (ii) provides that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that (A) any statutory time frames for the return of a security deposit are superseded by the express period identified in this Section 5 above, and (B) rather than be so limited, Landlord may claim from the Security Deposit (i) any and all sums expressly identified in this Section 5, above, and (ii) any additional sums reasonably necessary to compensate Landlordfor any and all losses or damages caused by Tenant's default of this Lease, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code. 6. Building Services. Landlord shall furnish Tenant with the following services: (a) water service for use in the base building lavatories; (b) customary heat and air conditioning in season from 8:00 A.M. to 6:00 P.M., Monday through Friday and, upon request by Tenant by 3:00 P.M. on Friday, 8:00 A.M. to 12:00 P.M. on Saturday (excepting nationally recognized holidays, which currently include New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) (collectively, the "Building Service Hours'), and Tenant shall have the right to receive HVAC service during hours other than the Building Service Hours by paying Landlord's then standard charge for additional HVAC service with a two (2) hour minimum and providing such reasonable prior notice as is specified by Landlord; (c) standard janitor service five days per week (excepting nationally recognized holidays., which currently include New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day); (d) passenger elevator service; and (a) Building standard electricity for general office purposes, not to exceed two (2) watts connected load per usable square foot of the Premises calculated on a monthly basis for Building Service Hours. Electricity used by Tenant in the Premises shall, at Landlord's option., be paid for by Tenant either: (1) through inclusion In Expenses (except as provided for excess usage); (ii) by a separate charge payable by Tenant to Landlord; or (iii) by separate charge billed by the applicable utility company. Landlord's failure to furnish, or any interruption, diminishment or termination of, services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 27.02) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. An "Abatement Event" shall be defined as an event that prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide Landlord required services or access to the Premises, where (a) such event is within Landlord's reasonable control, (b) Tenant does not actually use the Premises or such portion thereof, and (c) such event is not caused by the negligence or willful misconduct of Tenant, its agents, employees or contractors. Tenant shall give Landlord notice ("Abatement Notice") of any such Abatement Event, and If such Abatement Event continues beyond the Eligibility Period (as that term is defined below), then the Base Rent and Tenant's Pro Rate Share of Expenses and Taxes and Tenant's obligation to pay the Parking Fee shall be abated entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Promises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises. The term "Eligibility Period" shall mean a period of three (3) consecutive business days after Landlord's receipt of any Abatement Notice(s). Such right to abate Base Rent and Tenant's Pro Rate Share of Expenses and Taxes and Tenant's obligation to pay the Parking Fee shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event. If a fire or other casualty results in Tenant's inability to use the Premises or a portion thereof, the terms and conditions of Section 16 of the Lease shall apply rather than this paragraph. If Tenant uses water, electricity, heat or air conditioning in excess of the Building standard level of services supplied by Landlord pursuant to the terms hereof, or if Tenant's consumption of electricity shall exceed Building standard electrical consumption as referenced In subsection 6(e) above, Tenant shall pay to Landlord, upon billing, the cost of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption. In order to measure the amount of electricity provided to the Premises, Landlord may, at its sole discretion and at Tenant's sole cost and expense, install devices to separately meter Tenant's electrical consumption. Further, Tenant shall not install any supplemental or stand-alone HVAC or cooling equipment or systems without Landlord's prior written consent and Landlord may condition such consent upon the installation of separate meters to measure any related consumption of chilled water or electricity and compliance with Landlord's design criteria so as not to affect base Building systems or equipment. Tenant's use of electricity shall never exceed the capacity of the feeders to the Property or the risers or wiring installation, and Tenant shall not Install or use or permit the installation or use of any computer or electronic data processing equipment in the Premises that will result in excess utilities consumption, without the prior written consent of Landlord. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord is obligated to supply such utilities pursuant to the terms of this Section 6, Tenant shall give Landlord such prior notice, if any, as Landlord shall from time to time 1201 DOVE STREET Secada Medical 4838-3804-5604.2 establish as appropriate, of Tenant's desired use in order to supply such utilities, and Landlord shall supply such utilities to Tenant at such hourly cost to Tenant (which shall be treated as Additional Rent) as Landlord shall from time to time establish. The current hourly cost, which is subject to increase in Landlord's reasonable discretion, is Sixty -Five Dollars ($65.00) per hour per floor within the Premises. Tenant acknowledges that Landlord and/or Tenant may from time to time be requested or required to obtain, report and/or disclose certain energy consumption information with regard to the Premises, which may include, without limitation, benchmarking data for the U.S. Environmental Protection Agency's ENERGY STAR® Portfolio Manager and information relating to compliance with "green building" initiatives, including, if applicable, the Leadership in Energy & Environmental Design (LEED) certification program. Tenant shall throughout the Term of this Lease, comply with all Federal, State or local laws; rules and regulations relating to consumption of utilities, energy or energy efficiency (as they may be in enacted or in effect from time to time, "Energy Regulations"), and Tenant shall, upon request by Landlord or Landlord's lender, deliver and/or disclose such information regarding the consumption of utilities at the Premises as maybe required to comply with applicable Energy Regulations. Further,. Tenant authorizes Landlord to disclose such information and data regarding the Premises as may be requested or required from time to time to comply with Energy Regulations. During the Term of this Lease, or any extensions thereof, as a benefit to the tenants of the Property, Landlord may elect to provide certain amenities at the Project for use by tenants and their employees (with any such offerings collectively being referred to as the "Amenities"). For example, Amenities may include a conference center (the "Conference Center"), a fitness center (the "Fitness Center") and food service. Landlord shall have the right (a) to determine and/or alter the size and location of such Amenities and the type of equipment provided, (b) to include in Expenses all management, operation, maintenance, repair and equipment replacement costs related to the Amenities (including, without limitation, a market rent amount for the rentable square footage of the Amenities), and (c) to include the rentable square footage of the Amenities in the common area "add on" factor for all measurement purposes for the Project. Tenant shall pay Landlord's regular charge for use of the Conference Center and for the cost of any special services related to Tenant's use of the Amenities, e.g., long-distance phone calls, catering, set up or take down and cleaning costs, after-hours HVAC service (with a two (2) hour minimum), personal training services, etc. ("Special Amenity Services"). Tenant must schedule use of the Conference Center with Landlord in advance, and Tenant's use thereof shall be subject to availability and governed by Landlord's rules and regulations for the Conference Center that are then in effect. Costs to maintain and operate the Amenities shall be included in Expenses. Tenant acknowledges and agrees that Tenant's and any Tenant Party's use of the Amenities is voluntary and, in consideration of the use of the Amenities, shall be undertaken by Tenant and such Tenant Party at its sole risk. Neither Landlord nor Landlord's officers, directors, managers, servants, agents and/or employees (collectively, the "Released Parties") shall be liable for any claims, demands, injuries, damages, actions or causes of action whatsoever arising out of or connected with Tenant's and any Tenant Parry's use of the Amenities and their facilities and services. TENANT DOES HEREBY EXPRESSLY FOREVER WAIVE, RELEASE AND DISCHARGE THE RELEASED PARTIES FROM ANY AND ALL LIABILITY ARISING FROM ALL SUCH CLAIMS, DEMANDS, INJURIES, DAMAGES, ACTIONS AND/OR CAUSES OF ACTION, INCLUDING LIABILITY FROM ALL ACTS OF ACTIVE OR PASSIVE NEGLIGENCE, INCLUDING SOLE OR GROSS NEGLIGENCE, ON THE PART OF THE RELEASED PARTIES. Further, as a condition to each person's use of any Fitness Center, Tenant shall cause each person using the Fitness Center to execute a release on Landlord's standard form prior to such party's use of the Fitness Center. The waivers contained in this paragraph shall survive the expiration or earlier termination of this Lease. 7. Landlord's Reservation of Rights. Provided Tenant's use of and access to the Premises and parking to be provided to Tenant under this Leaseis not Interfered with in an unreasonable manner, Landlord reserves for itself and for all other owner(s) and operator(s) of the Common Areas and the balance of the Property, the right from time to time to: (1) install, use, maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant meters and equipment above the ceiling surfaces, below the floor surfaces, within the walls and in thecentral core areas of the Building; (f) make changes to the design and layout of the Property, including, without limitation, changes to buildings, driveways, entrances, loading and unloading areas, direction of traffic, landscaped areas and walkways, and, subject to the parking provisions contained in Section 28 and Exhibit D, parking spaces and parking areas; and (iii) use or close temporarily the Common Areas and/or other portions of the Property while engaged in making improvements, repairs or alterations to the Building, the Property, or any portion thereof. 8. Leasehold Improvements. All improvements in and to the Premises, including any Alterations (defined below) and any Landlord Work (collectively, "Leasehold Improvements") shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant prior to the Expiration Date, may require Tenant, at its expense, to remove any electronic, phone and data cabling and related equipment (collectively, "Cable") installed by or for the benefit of Tenant and/or any Landlord Work or Alterations (collectively referred to as "Required Removables"), unless Tenant requests and obtains Landlord's written agreement, at the time of Landlord's approval of the improvements or Alterations to be made by Tenant, that such improvements or Alterations need not be removed. Landlord may, in its sole discretion, require Tenant to provide a letter of credit, bond and/or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure any required removal of such Required Removables. Repairs and Alterations. 9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance or repair and shall promptly provide Landlord with notice of any such conditions. Tenant shall, at Its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Landlord's express responsibility under this Lease, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted, and in accordance with Laws (including, without limitation, California Energy Code, Title 24). If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs. Landlord shall perform all maintenance and repairs upon the: (a) structural elements of the Building; (b) HVAC, mechanical, -4. 1201 DOVE STREET Secada Medical 4838-3804-5604.2 electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (a) exterior windows of the Building; and (f) elevators serving the Building. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect. 9.02 Tenant shall not make alterations, repairs, additions or improvements or install any cable (collectively referred to as "Alterations") without first obtaining the written consent of Landlord in each instance, which consent Landlord may withhold and/or condition in its sole and absolute discretion. In order to obtain such approvals, Tenant shall furnish Landlord with plans and specifications; names of contractors acceptable to Landlord; required permits and approvals; evidence of contractor's and subcontractor's insurance in amounts reasonably required by Landlord and naming Landlord as an additional Insured; and any security for performance in amounts reasonably required by Landlord. Any Alterations performed by or on behalf of Tenant shall be constructed in accordance with Laws (including, without limitation, California Energy Code, Title 24). Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenant's plans for Alterations. In addition, Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any Alterations equal to 5% of the cost of the Alterations. Upon completion, Tenant shall furnish "as -built" plans for Alterations, completion affidavits and full and final waivers of lien. 10, Entry by Landlord. Landlord may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions and to perform or facilitate maintenance, repairs, alterations or additions to any portion of the Building. Except In emergencies or to provide Building services, Landlord shall provide Tenant with at least twenty-four (24) hours prior verbal notice of entry. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent. 11. Assignment and Subletting. Except as set forth below, Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent may be withheld and/or conditioned in Landlord's reasonable discretion if Landlord does not exercise its recapture rights. It is further understood that any renewal, extension or modification of an existing sublease shall also require Landlord's prior written consent, which Landlord may withhold In its reasonable discretion. Any attempted Transfer in violation of this Section shall, at Landlord's option, be void. Within 15 business days after receipt of executed copies of the transfer documentation and such other Information as Landlord may request, Landlord shall either; (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, the Lease shall automatically be amended to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer. In addition, in connection with any Transfer, Landlord shall be entitled to Increase the Base Rent payable hereunder to the Market Rent effective as of the first day of such Transfer. "Market Rent" shall mean the monthly amount per square foot in the Premises that a willing, non -equity new tenant would pay and a willing landlord would accept at arm's length for space in a comparable office park, with comparable tenant improvements, in a comparable location, giving appropriate consideration to monthly rental rates per square foot, the presence or absence of rent escalation clauses such as operating expense and tax pass-throughs, length of lease term, size and location of premises being leased and other generally applicable terms and conditions of tenancy for a similar office park. Upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay Landlord fifty percent (50%) of any "Transfer Premium" (defined below), received by Tenant from the transferee. "Transfer Premium" shall mean all rent, Additional Rent or other consideration payable by a Transferee in connection with a Transfer in excess of the Base Rent, Taxes and Expenses payable by Tenant under this Lease during the term of the Transfer and If such Transfer Is for less than all of the Premises, the Transfer Premium shall be calculated on a rentable square foot basis. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on Its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee, In no event shall any Transfer release or relieve Tenant from any obligation under this Lease. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any requested Transfer. Additionally, Tenant shall reimburse Landlord for all reasonable attorneys' fees and costs incurred by Landlord with respect to any Transfer, whether consented to or not. If Tenant is in Default (as defined below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant's share of payments received by Landlord. In no event shall any transferee under a Transfer be an entity or person (or is an affiliate of any such entity or person) (1) with whom United States persons or entities are restricted from doing business under regulations promulgated by OFAC or any anti- terrorism laws, such as the USA Patriot Act,. or (2) who has been charged with, or convicted of, any anti -money laundering laws, or would otherwise result in a violation of the internal policies of Landlord or any of its direct or indirect owners, including any know your customer or similar policies. Notwithstanding anything to the contrary contained in this Article 11, an assignment of this Lease or a subletting of all or a portion of the Premises to an entity which is controlled by, controls, or is under common control with, Tenant or any corporation or other business entity that succeeds: to the business of Tenant as a result of a merger, consolidation, sale of substantially all of the assets, or other business reorganization ("Affiliate") of Tenant shall net be deemed a Transfer requiring Landlord's consent under this Article 11, provided that (i) Tenant notifies Landlord of any such assignment or sublease prior to the effective date thereof and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such Affiliate (including, in the event of an assignment, evidence of the assignee's assumption of Tenant's obligations under this Lease or, in the event of a sublease, evidence of the sublessee's assumption, in full, of the obligations of Tenant with respect to the portion of the premises so subleased, other than the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord to be in default under any lease at the Property, (iv) the net worth of such Affiliate shall be reasonably sufficient to meet the obligations undertaken by such Affiliate with respect to this Lease, taking Into account all relevant factors, and (v) with respect to a subletting only, Tenant and such Affiliate execute Landlord's standard consent to sublease form. An assignee of Tenant's entire interest in this Lease pursuant to the immediately preceding sentence may be referred to herein as an "Affiliated Assignee". "Control" as used in this Article 11, shall mean the ownership, directly or indirectly, of greater than fifty-one percent (51 %) of the voting securities of, or possession of _5- 1201 DOVE STREET Secada Medical 4838-3804-5604.2 the right to vote, in the ordinary direction of Its affairs, of greater than fifty-one percent (51 %) of the voting interest in, an entity. The provisions of this paragraph shall not be available to any assignee or sublessee of Tenant's interest in this Lease, unless such transferee obtained its interest in this Lease pursuant to the provisions of this paragraph. 12. Liens. Tenant shall not permit mechanic's or other liens to be placed upon the Property or Premises in connection with any work purportedly done by or for the benefit of Tenant or its transferees. Tenant shall, within 10 days of notice from Landlord, fully discharge any lien by settlement, by bonding or by insuring over the lien In the manner prescribed by Laws. If Tenantfails to do so, Landlord may bond, insure over or otherwise discharge the lien, and Tenant shall reimburse Landlord for any amount paid by Landlord in connection therewith, including, without limitation, reasonable attorneys' fees. 13. Indemnity and Waiver of Claims. Tenant hereby waives all claims against and releases Landlord and Its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (as defined herein) and agents (the "Landlord Related Parties") from all claims for any injuryto or death of persons, damage to property or business loss in any manner related to (a) acts of God, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe; (d) the inadequacy or failure of any security services, personnel or equipment, or (a) any matter outside of the reasonable control of Landlord. Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Related Parties and subject to Secfion 15 below, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, suits, damages, penalties, claims, actions, losses, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Laws), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in, on or about the Premises or any acts or omissions (including without limitation violations of Laws) of Tenant and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees and agents (the "Tenant Related Parties") or any of Tenant's transferees, contractors or licensees. Subject to Section 15 below, Landlord shall indemnify, defend, protect and hold Tenant harmless from and against any and all claims, suits, judgments, losses, costs, obligations, damages, expenses, Interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property occurring at the Premises when such injury or damage has been caused by the gross negligence or willful misconduct of Landlord, its agents, contractors, employees or licensees. Nothing contained in this Section shall obligate Landlord to indemnify, defend, or hold Tenant harmless, against Tenant's, or its agents', employees' or contractors' negligence orwlllful misconduct. The provisions of this Section 13 shall survive the expiration or early termination of this Lease. 14. Insurance 14.01 Tenant shall obtain and maintain throughout the Term, at Tenant's sole cost and expense, the following insurance ("Tenant's Insurance"): (a) Commercial General Liability Insurance, on an occurrence basis, insuring bodily injury and property damage including the following divisions and extensions of coverage: Premises and Operations; Owners and Contractors protective; blanket contractual liability (including coverage for Tenant's indemnity obligations under this Lease); liquor liability, if applicable; and products and completed operations. Such Insurance must have the following minimum limits of liability: $2,000,000 Per Occurrence, $2,000,000 General Aggregate, $2,000,000 Personal and Advertising Injury — Per Occurrence, $2,000,000 Products and Completed Operations Aggregate. The policy shall be endorsed to ensure the general aggregate limit shall apply separately and in total to this location only (designated location general aggregate limit); (b) Property Insurance, written on an "All Risk" or Special Form Perils, with coverage for broad form water damage including earthquake sprinkler leakage and pollution coverage for damage caused by heat, smoke or fumes from a hostile fire, at full replacement cost value (without deduction for depreciation) and with a replacement cost endorsement covering all of Tenant's business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises ("Tenant's Property") and any Leasehold Improvements; (c) Extra. Expense, Loss of Income or PropertyBusiness Interruption Insurance, in such amounts as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils included within "All Risk" coverage or otherwise commonly insured against by prudent tenants or attributable to prevention of access to the. Premises, Tenant's parking areas or to the Building as a result of such perils, with such coverage to extend to actual loss sustained subject to a minimum of one year loss of Rental Value, including Extra Expense as needed to reduce the period of restoration after the loss; (d) Workers' Compensation Insurance as required by Laws and in amounts as may be required by applicable statute and Employers Liability Coverage of at least $1,000,000 bodily injury (each accident), $1,000,000 bodily injury by disease (each employee), and $1,000,000 bodily injury by disease (policy limit), and containing a waiver of subrogation endorsement in favor of Landlord; (a) Commercial Automobile Liability insuring bodily injury and property damage arising from any auto (including all owned, non -owned, leased and hired vehicles), with minimum combined single limit of liability of $1,000,000 per accident; and (f) With respect to any Leasehold Improvements performed by Tenant within the Premises, Builder's Risk insurance or an Installation Floater. In addition to the foregoing, Tenant shall carry and maintain during the entire Term, at Tenant's sole cost and expense, increased amounts of the insurance required to be carried. by Tenant pursuant to this Section 14 and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant's 1201 DOVE STREET Secada Medical 4838-3804-5604.2 operations therein, as may be reasonably requested by Landlord, but in no event in excess of the amounts and types of insurance then being required by landlords of other comparable buildings In the vicinity of the Building. 14.02 Any company writing Tenant's Insurance shall have an A.M. Best rating of not less than A and shall be licensed to issue insurance coverage in the State of California. All Commercial General Liability Insurance policies shall (i) name Landlord (or Its successors and assignees), the managing agent for the Building (or any successor), and their respective members, principals, beneficiaries, partners, officers, directors, employees, lenders and agents, and other designees of Landlord and its successors as the interest of such designees shall appear, as additional insureds (utilizing endorsement ISO Form CIS 2011 11/85 or equivalent), (ii) must contain an endorsement stating "such insurance as Is afforded by this policy for the benefit of Landlord and any other additional insured(s) designated by Landlord, shall be primary as respects any liability or claims arising out of the occupancy of the Premises by Tenant or Tenant's operations, and any insurance carried by Landlord or any other additional insured(s) shall be non-contributory" provision that the insurance afforded by such policy is primary insurance, (iii) contain an endorsement that the insurer waives its right to subrogation as described in Section 15 below; (iv) contain a cross - liability endorsement or separation of insured s/severability of interests clause. All policies of Tenant's Insurance shall contain an unqualified thirty (30) days' advance written notice of any cancellation, termination, material change or lapse of Insurance. No policy required hereunder shall contain a co-insurance clause and all policy deductibles shall be acceptable to Landlord. Tenant shall provide Landlord with a certificate of insurance evidencing all insurance required to be carried by Tenant hereunder (including evidence of all required endorsements and additional insured coverage as noted above) at least fifteen (15). days prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises., and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant's Insurance. If any such initial or replacement policies or certificates are not furnished within the. time(s) specified herein, Tenant shall be deemed to be in material Default under this Lease without the benefit of any additional notice or cure period provided in Section 18 below, and Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant's expense, and Tenant shall pay the cost thereof within ten (10) days following Landlord's submission of an invoice therefor. In no event shall the limits of any insurance policy obtained by a Tenant be considered to limit the liability of Tenant under this Lease. Further, and without limitation of Section 27.05 herein, all obligations placed on Tenant in this Section 14 and the below Section 15 (including, but without limitation and purely for the avoidance of doubt, maintenance of products -completed operations coverage, additional insured status for completed operations, primary and non-contributory coverage, and waiver of subrogation) shall survive the termination or expiration of this Lease, 15. Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage to person with respect to Tenant's Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss, damage or injury is (or would have been, had the insurance required by this Lease been carried) covered by insurance. As noted above, Tenant also waives subrogation with respect to losses or claims covered by worker's compensation insurance. 16. Casualty Damage. Landlord, by notice to Tenant within 60 days of the date of the fire or other casualty (a "Casualty"), shall have the right to terminate this Lease if all or any part of the Premises is damaged to the extent that it cannot reasonably be repaired within 120 days after the date of the Casualty. If this Lease is not terminated, Landlord shall promptly and diligently, restore the Premises. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Laws. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all property Insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the. Premises that is untenantable and not used by Tenant. Notwithstanding the foregoing, and without limiting Tenant's obligations, to pay to Landlord any cost of restoration In excess of the proceeds of Tenant's Insurance, in the event that Landlord does not receive sufficient insurance proceeds to complete all required restoration work, whether due to an uninsured Casualty, requirements of a Mortgagee, or otherwise, then Landlord shall have the right to terminate this Lease by written notice to Tenant. The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Property. 17. Condemnation. Either party may terminate this Lease if any material part of the Premises Is taken or condemned for any public or quasi -public use under Laws, by eminent domain or private purchasein lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord's ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within forty-five (45) days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord;. provided, however, Tenant shall be entitled to pursue a separate award for its relocation costs and the Taking of any furniture, fixtures and equipment provided same does not reduce Landlord's award. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws. -7- 1201 DOVE STREET Secada Medical 4838�804-5604.2 18. Events of Default. Each of the following occurrences shall be considered to be a "Default": (a) Tenant's failure to pay any portion of Rent when due, if the failure continues for 3 days after written notice to Tenant, which notice shall be in satisfaction of, and not in addition to, notice required by Laws ("Monetary Default"); (b) the failure by Tenant to observe or perform according to the provisions of Section 4, 11, or 23 of this Lease where such failure continues for more than 3 days after written notice to Tenant; or (c) Tenant's failure (other than a Monetary Default and other than as provided in clause (b) above)) to comply with any term,. provision, condition or covenant of this Lease, if the failure is not cured within 10 days after written notice to Tenant, provided, however, If Tenant's failure to comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days) as Is reasonably necessary to cure the failure so long as Tenant commences to cure within 10 days and Tenant diligently pursues the cure to completion. Any notice provided under this Section 18 shall be in satisfaction of, and not in addition to, any notice required by Laws (including, without limitation, Section 1161 of the California Code of Civil Procedure). 19. Remedies 19.01 Upon the occurrence of any Default under this Lease, whether enumerated in Section 18 or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein). or demand whatsoever (and without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of Rent or other obligations, except for those notices specifically required pursuant to the terms of Section 18 or this Section 19, and waives any and all other notices or demand requirements imposed by applicable law): (a) Terminate this Lease and Tenant's right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following: (i) The Worth at the Time of Award (as defined below) of the unpaid Rent which had been earned at the time of termination; (it) The Worth at the Time of Award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could have been reasonably avoided; (!it) The Worth at the Time of Award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could be reasonably avoided; (iv) Any other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenants failure to perform Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (v) All such otheramounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law. The "Worth at the Time of Award" of the amounts referred to in parts (i) and (ii) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest permitted from time to time under applicable law, or (B) the Prime Rate (defined below) plus 5%. For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the State of California. The "Worth at the Time of Award" of the amount referred to in part (iil), above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1 %; (b) Employ the remedy described in California Civil Code §1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or (c) Notwithstanding Landlord's exercise of the remedy described In California Civil Code §1951.4 in respect of an event or events of Default, at such time thereafter as Landlord may elect in writing, to terminate this Lease and Tenant's right to possession of the Premises and recover an award of damages as provided above in Section 19.01(a). (d) Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Section 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases., licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder. (a) Following the occurrence of an event of default by Tenant, Landlord shall have the right to require that any or all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the default in question or otherwise, be paid in the form of cash, money order, cashier's or certified check drawn on an institution acceptable to Landlord, or by other means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form. (f) No re-entry or repossession, repairs, maintenance., changes, alterations and additions, relelting, appointment of a receiver to protect Landlord's interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to -6- 1201 DOVE STREET Secada Medlcal 4838-3804-5604.2 accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. 19.02 The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and signed by Landlord. 19.03 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE. 19.04 No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and In addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of Default shall not be deemed or construed to constitute a waiver of such Default. 19.05 If Tenant Is in Default of any of itsnon-monetary obligations under this Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord. 19,06 This Section 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable law, and the unenforceability of .any portion thereof shall not thereby render unenforceable any other portion. 20. Limitation of Liability THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70 % OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCYAND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) (DEFINED IN SECTION 23 BELOW) OF WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. 21. Relocation. Landlord, at its expense, at any one time before or during the Term, may relocate Tenant from the Premises to space of reasonably comparable size, view, ceiling heights, layout and utility and which meets the regulatory and licensing requirements with which Tenant must comply (e.g., the FDA)." ("Relocation Space") within the Project upon 90 days' prior written notice to Tenant. Expenses to be paid by Landlord, within 30 days following delivery of an invoice by Tenant to Landlord, are Tenant's reasonable and actual expenses resulting from the physical relocation of Tenant's furniture, fixtures, equipment, cabling, wiring and other personal property to the Relocation Space. From and after the date of the relocation,. "Premises" shall refer to the Relocation Space into which Tenant has been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based on the rentable square footage of the Relocation Space; provided, however, if (a) the Relocation Space contains fewer rentable square feet than the original Premises, then Tenant's Base Rent obligation and Tenant's Pro Rats Share shall be proportionately reduced or (b) the Relocation Space contains more rentablesquare feet than the original Premises, then Tenant's Base Rent obligation and Tenant's Pro Rate Share shall not increase as a result of such relocation. Landlord, at its expense, shall provide Tenant with tenant improvements in the Relocation Space at least equal in quality to those in the Premises, which tenant improvements shall be substantially completed prior to the date Tenant has to vacate and surrender possession of the original Premises to Landlord. 22. Holding Over. If Tenant remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month -to -month tenancy terminable on written thirty (30) day notice at any time, by either party. Tenant's occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150 % of the fair market gross rental for the Premises as reasonably determined by Landlord (which in no event shall be less than 150 % of the sum of the Base Rent and Additional Rent due for the period Immediately preceding the holdover). No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. Further, there shall be no reconciliation or refund of amounts paid by Tenant during any period of holdover. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including 1201 DOVE STREET Secada Medical 4636-3604-5604.2 reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom. 23. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease subject and subordinate to any mor gage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a "Mortgage"). This clause shall be self -operative, but upon request from the holder of a Mortgage (a "Mortgagee"), Tenant shall execute a commercially reasonable subordination agreement within 10 days after receipt of a written request from Landlord, and which agreement shall Include a commercially reasonable form of nondisturbance provision which shall confirm that so long as Tenant is not in default under the Lease beyond any applicable notice and cure period, Tenant's right to use and occupy the Premises pursuant to the Lease shall not be disturbed by reason of any foreclosure of a Mortgage or deed in lieu thereof. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant shall, without charge, attorn to any successor to Landlord's interest in this Lease. Tenant shall, within 10 days after receipt of a written request from Landlord, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord. 24. Financial Statements. Prior to the execution of this Lease by Landlord and at any time during the Term of this Lease upon ten (10) days prior written notice from Landlord, Tenant agrees to provide Landlord with a current financial statement for Tenant and any guarantors of Tenant and financial statements for the two (2) years prior to the current financial statement year for Tenant and any guarantors of Tenant. Such statements are to be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, audited by an independent certified public accountant. 25. Notice. All demands, approvals, consents or notices shall be in writing and delivered by hand or sent by registered or certified mall with return receipt requested, or sent by overnight or same day courier service at the party's respective Notice Addresses) set forth in Section 1. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address. 26, Surrender of Premises. At the termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's Property and any designated Required Removables from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant's Property within 2 days after termination, Landlord, at Tenant's sole cost and expense, shall be entitled to remove and store Tenant's Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant's Property from the Premises or storage within 30 days after notice, Landlord may deem all or any part of Tenant's Property to be abandoned and title to Tenant's Property shall vest in Landlord (and Tenant hereby waives any rights it may have to notice under California Civil Code sections 1980 of seq. with respect to such Tenant's Property). If Tenant fails to remove any of the designated Required Removables by the Expiration Date or perform related repairs in a timely manner, Landlord may perform such work at Tenant's expense, and Tenant shall be deemed to be in holdover of the Premises pursuant to Section 22 above during the reasonable period of time required for the removal of Tenant's Property. 2T Miscellaneous 27.01 Costs and. Expenses; No Waiver. 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 be entitled to all of Its costs and expenses, including, without limitation, reasonable attorneys' fees. Either party's failure to declare a default immediately 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. 27.02 Force Maleure. Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party ("Force Majeure"). Force Majeure shall not include financial difficulties of the party required to perform. 27.03 Transfer By Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all of its ownership interest, rights and obligations in the Building,. Project, Properly or Lease, including the Security Deposit, and upon transfer Landlord shall be released from anyfurther obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord forthe performance of such obligations andthe return of any Security Deposit. 27.04 Submission of Lease; Claims By Brokers. Submission of this Instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant, and Landlord's lender holding a lien with respect to the Building has approved this Lease and the terms and conditions hereof. Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. 27.05 Survival of Obligations. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease. -10- 1201 DOVE STREET Secede Medical 4838-3804-5604.2 27.06 Quiet Eniovment: Binding Covenants. Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, conditions, provisions and agreements hereof, and the rights of all Mortgagee, without Interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied. This covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building. 27.07 Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises. This Lease may be modified only by a written agreement signed by Landlord and Tenant. 27.08 Authority. Each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten (10) days after execution of this Lease, deliver to Landlord satisfactory evidence of such authority and, if an entity, upon demand by Landlord, also deliver to Landlord satisfactory evidence of (i) good standing in Tenant's state of incorporation or formation and (ii) qualification to do business in California. 27.09 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant's financial, legal, and space planning consultants. 27.10 Asset Control and Anti -Terrorism Regulations. Neither Tenant nor any of its affiliates, nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Lease, Is or will be (a) conducting any business or engaging In any transaction or dealing with any person appearing on the U.S. Treasury Department's OFAC list of prohibited countries, territories, "specifically designated nationals" ("SDNs") or "blocked person" (each a "Prohibited Person") (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcementlofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b) engaging in certain dealings with countries and organizations designated under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; (c) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism"; (d) a foreign shell bank or any person that a financial institution would be prohibited from transacting with under the USA PATRIOT Act; or (a) engaging in or conspiring. to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in (1) any U.S. anti -money laundering law, (!I) the Foreign Corrupt Practices Act, (III) the U,S. mail and wire fraud statutes, (iv) the Travel Act, (v) any similar or successor statutes, or (vi) any regulations promulgated under the foregoing statutes. If at any time this representation becomes false, then it shall be considered a Default under this Lease as to which there shall be no right to notice or an opportunity to cure, notwithstanding anything contained in this Lease to the contrary, and Landlord shall have the right to immediately exercise all of the remedies set forth in this Lease, Including Immediate termination of this Lease. 27.11 Compliance with Laws. Tenant shall not do anything or suffer anything to be done in or about the Premises or Project which will in any way conflict with any Laws now in force or which may hereafter be enacted or promulgated, including, without limitation, any such governmental regulations related to disabled access. At its sole cost and expense, Tenant shall promptly comply with all applicable Laws (including the making of any alterations to the Premises required by applicable Laws) which relate to (i) Tenant's use of the Premises, (u) the Alterations or any tenant improvements in the Premises, or (III) the base Building, but, as to the base Building, only to the extent such obligations are triggered by Tenant's Alterations, any tenant improvements, or use of the Premises for non -general office use. Should any standard or regulation now or hereafter be Imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of saidgovernmental measures, shall be conclusive of that fact as between Landlord and Tenant. 27.12 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises is temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant's obligations under this Lease. 27.13 No Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded or otherwise published by Tenant or by anyone acting through, under or on behalf of Tenant. 27.14 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law. 27.15 Governing Law WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced In accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, 1201 DOVE STREET Secede Medical 4838-3804-5604.2 LANDLORD AND TENANT HEREBY CONSENT TO ([)THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II)SERVICE OF PROCESS BY .ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE AND TO THE EXTENT PERMITTED BY LAW, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/ORANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. 27.16 Building Renovations. It Is specifically understood and agreed that Landlord has made no representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Work Letter. However, Tenant hereby acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Project, the Building and/or the Premises including without limitation the parking structure, common areas, systems and equipment, roof, and structural portions of the same, which Renovations may include, without limitation, (i) installing sprinklers in the Building's Common Areas andtenant spaces, (ii) modifying the common areas and tenant spaces to comply with applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (ii[) installing new floor covering, lighting, and wall coverings in the Building's Common Areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect Injury to or interference with Tenant's business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the Renovations or Landlord's actions in connection with such Renovations, or for any inconvenienceor annoyance occasioned by such Renovations or Landlord's actions. 28. Parking 28.01 Tenant's Parking Passes. During the Term of this Lease, Tenant shall purchase from Landlord, the number of parking passes specified in the Basic Lease Information hereof for use by Tenant's employees in the common parking areas for the Building within the Property, as designated by Landlord from time to time as set forth in more detail in Section 1.12. Landlord shall at all times have the right to establish and modify the nature and extent of the parking areas for the Building and Properly (including whether such areas shall be surface, underground and/or other structures) as long as Tenant is provided the number of parking passes designated in the Basic Lease Information. In addition, Landlord may, In Its sole discretion, assign any unreserved and unassigned parking spaces, and/or make all or a portion of such spaces reserved. 28.02 Visitor Parking Charges. In addition to such parking passes for use by Tenant's employees, Landlord shall permit access to the parking areas for Tenant's visitors, subject to availability of spaces and payment (by validation charges or otherwise) of daily visitor parking charges therefor as may be established and adjusted by Landlord from time to time. 28.03 Parking Rules. The use of the parking areas shall be subject to any reasonable, non-discriminatory rules and regulations adopted by Landlord and/or Landlord's parking operators from time to time, including any system for controlled Ingress and egress and charging visitors and invitees, with appropriate provision for validation of such charges. Tenant shall not use more parking spaces than its allotment and shall not use any parking spaces specifically assigned by Landlord to other tenants of the Building or Property or for such other uses as visitor parking. Tenant's parking passes shall be used only for parking by vehicles no larger than normally sized passenger automobiles or pick-up trucks. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described herein, including, without limitation, parking in spaces designated as reserved spaces, illegal parking, and any non-compliance with posted signage, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost thereof to Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord. 29. Joint and Several Obligations. If more than 1 person executes this Lease as Tenant, their execution of this Lease will constitute their covenant and agreement that (1) each of them is jointly and severally liable for the keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this. Lease to be kept, observed and performed by Tenant, and (i[) the term "Tenant" as used in this Lease means and includes each of them jointly and severally. The act of or notice from, or notice or refund to, or the signature of any 1 or more of them, with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, expiration, termination or modification of this Lease, will be binding upon each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so acted or so given or received such notice or refund or so signed. 30. Counterparts; Electronic Delivery. This Lease 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 Lease -12- 1201 DOVE STREET Secede Medical 4838-381 with respect to the delivering party. If a variation or discrepancy among counterparts occurs, the copy of this Lease in Landlord's possession shall control. 31. Hazardous Substance Disclosure. California law requires landlords to disclose to tenants the existence of certain Hazardous Materials (hereinafter defined). As used herein, "Hazardous Materials" means any chemical, substance, material, controlled substance, object, condition, waste, living organism or combination thereof, whether solid, semi -solid, liquid or gaseous, which is or may be hazardous to human health or safety or to the environment due to its radioactivity, ignitabllity, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects, including, without limitation, tobacco smoke, petroleum and petroleum products, asbestos, radon, polychlorinated biphenyls (PCBs), refrigerants (including those substances defined in the Environmental Protection Agency's "Refrigerant Recycling Rule', as amended from time to time) and all of those chemicals, substances, materials, controlled substances, objects, conditions, wastes, living organisms or combinations thereof which are now or become in the future listed, defined or regulated in any manner by any Laws, rules or regulations governing Hazardous Materials based upon, directly or Indirectly, such properties or effects. Accordingly, the existence of gasoline and other automotive fluids, asbestos containing materials, maintenance fluids, copying fluids and other office supplies and equipment, certain construction and finish materials, tobacco smoke, cosmetics and other personal items must be disclosed. Gasoline and other automotive fluids are found In the parking areas of the Property. Cleaning, lubricating and hydraulic fluids used in the operation and maintenance of the Building are found in the utility areas of the Building not generally accessible to Building occupants or the public, Many Building occupants use copy machines and printers with associated fluids and toners, and pens, markers, inks, and office equipment that may contain Hazardous Materials. Certain adhesives, paints and other construction materials and finishes used in portions of the Building may contain Hazardous Materials. The Building may from time to time be exposed to tobacco smoke. Building occupants and other persons entering the Building from time to time may use or carry prescription and non-prescription drugs, perfumes, cosmetics and other toiletries, and foods and beverages, some of which may contain Hazardous Materials. By its execution of this Lease, Tenant acknowledges that the notice set forth hereinabove shall constitute the notice required under California Health and Safety Code Section 25915.5. 32. Consent/Duty to Act Reasonably. Except as otherwise provided in the Lease, any time the consent of Landlord or Tenant is required under the Lease, such consent shall not be unreasonably withheld, conditioned or delayed. Whenever the Lease grants Landlord or Tenant the right to take action, exercise discretion or make other determinations, Landlord or Tenant shall act reasonably in good faith and take no action which might result in the frustration of the reasonable expectations of the parties hereto. [SIGNATURES ON NEXT PAGE] -13- 4838-3804-5604.2 1201 DOVE STREET Secada Medical Landlord and Tenant have executed this Lease 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 !ability company, its general partner By: Name: Pare Miller Title: Authorized Signatory TENANOiE7�� SECAD a Califo By:Name:, Title: CA=-o By: Name: NIA Title: b-IVf3`Zri Tenant's Tax ID Number (FEIN) S-1 4838-3804-5604.2 1201 DOVE STREET Secada Medleal EXHIBIT A OUTLINE AND LOCATION OF PREMISES Exhibit A is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease. It does not in any way supersede any of Landlord's rights with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not toscale; any measurements or distances shown should be taken as approximate. EXHIBIT A teat Dove STREEr _ Secede Medical 4838-3804-5604.2 EXHIBIT B EXPENSES AND TAXES This Exhibit is attached to and made a part of the Lease by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant') for space in the Building located at 1201 Dove Street, Newport Beach, California. Payments. 1.01 Tenant shall pay Tenant's Pro Bata 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 Rate 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 Rats 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 reasonably detailed statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year, and if Tenant has any question in good faith regarding a particular item of Expenses, Landlord shall reasonably cooperate with Tenant to make reasonable supporting information available. 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 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. 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). managementfees; (c) the cost of equipping, staffing and operating an on -site and/or off -site management office forthe Project, provided if the management office services 1 or more other buildings or properties, the shared costs and expenses of equipping, staffing and 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; If) rental and purchase cost of parts, supplies, tools and equipment: (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; (1) an administration and overhead fee p) a property management fee, (k) 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, (1) operation, repair, maintenance, renovation, replacement and restoration of all systems and equipment and components thereof of the Property, (m) the cost of janitorial, alarm, security and other services, (n) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Property; (o) 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 (p) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) which are intended to reduce other operating costs or increases thereof, or upgrade Building and/or Project security, or which are required to bring the Building and/or Project into compliance with applicable laws and building codes effective after the Commencement Date. The cost of capital improvements shall be amortized by Landlord over the useful life of the capital improvement as reasonably determined by Landlord in accordance with generally accepted accounting principles. The amortized cost of capital improvements may, at Landlord's option, include actual interest at the rate that Landlord would reasonably be required to pay to finance thecost 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 Notwithstanding the foregoing, Expenses shall not include: any ground lease rental; 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, condemnation proceeds, tenants (other than through Expense pass- throughs), warrantors, or other third parties; costs in connection with leasing space in the Building, Including EXHIBIT B 1201 DOVE STREET -1_ Secada Medical 4838-3804-5504.2 brokerage commissions, finders' fees, attorneys' fees, permits, license and inspection costs; lease concessions, rental abatements and construction allowances granted to specific tenants or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; costs of installing the initial landscaping and the initial sculpture, paintings and objects of art forthe Building and Project; costs incurred by Landlord for improvements or replacements (including structural additions), repairs, equipment and tools which are of a "capital" nature and/or which are considered "capital" improvements or replacements under generally accepted accounting principles, except to the extent included in Expenses pursuant to the definition above or by other express terms of this Lease; 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; costs arising from Landlord's charitable or political contributions; costs incurred by Landlord due to the violation by Landlord or any law, code, regulation, or ordinance; advertising expenditures; any bad debt loss, rent loss, or reserves for bad debts or rent loss; or any penalties, damages, settlements, judgments, or awards that Landlord pays to Tenant under this Lease, to other tenants in the Building under their respective leases, or providers of goods and services to the Project. 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 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 Rate 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. EXHIBIT B 1201 DOVE STREET 2 Secede Medical 4838-3804-5604.2 EXHIBIT C WORK LETTER (TURN KEY ALLOWANCE CAP) This Exhibit C is attached to and made a part of the Office Lease Agreement ("Lease") by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California. Landlord, at its sole cost and expense, up to the amount of the Allowance as referenced below (subject to the terms and provisions of this Section 1 and Section 2 below), shall perform improvements to the Premises in accordance with the space plan attached hereto as Schedule 1 (the "Space Plan") using Building standard methods, materials and finishes. The Improvements to be performed In accordance with the Space Plan are hereinafter referred to as the "Landlord Work". Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that Landlord shall not be obligated topay more than $124,072.80 (calculated at a rate of $40.80 per rentable square foot of the Premises) (the "Allowance") to complete the Landlord Work, and Tenant shall pay to Landlord (within five (5) business days after invoice therefor) the amount of any actual and reasonable costs incurred. by Landlord to complete the Landlord Work in excess of the Allowance, provided that Tenant's obligation to pay amounts in excess of the Allowance shall not arise to the extent that the increased cost is the result of Landlord's failure to complete the Landlord Work in substantial accordance with the Space Plan (unless Tenant made changes to the Space Plan). It Is further understood and agreed that in no event shall the Allowance be used or applied to costs of design and construction of any server rooms, computer or phone rooms, and/or any other improvements with non -Building standard improvements, materials and/or quantities (collectively, the "Overstandard Improvements"), and all costs relating to designing and constructing such Overstandard Improvements will be at Tenant's sole cost and expense and shall require Landlord's prior approval. Prior to commencement of construction of the Landlord Work, Tenant shall pay to Landlord all costs related to the Overstandard Improvements, and the expected costs of the Landlord Work exceeding the Allowance. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. The costs of the Landlord Work shall include any and all architectural fees, engineering fees, city permits, a general contractor's fee, and a construction management fee paid to Landlord's construction manager in the amount of three percent (3 %) of the total cost of the Landlord Work. Any portion of the Allowance which is not used on or before November 1, 2020 ("Allowance Deadline") shall revert to Landlord. 2. All other work and upgrades., subject to Landlord's approval, shall beat Tenant's sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as Additional Rent and a construction management fee payable to Landlord equivalent to five percent (5%) of the cost of such work and upgrades. 3. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, Laws or regulations or that the improvements constructed will be adequate for Tenant's use. 4. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as Is reasonably possible. Notwithstanding anything herein to the contrary and except as caused by Landlord's gross negligence or willful misconduct, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 5. The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture, furnishings, telephone and data equipment, or other personal property. Tenant shall assume full responsibility to ensure that all items associated with the Landlord Work are adequate to fully meet the requirements of Tenant's intended use of the Premises. 6. Notwithstanding any provisions of this Work Letter, If Tenant uses less than the Allowance for the Landlord Work, Tenant may request in a written notice delivered to Landlord on or before Allowance Deadline, that the lesser of (a) any unused portion of the Allowance or (b) $63,252.80 (calculated at therate of $20.80 per rentable square foot of the Premises), be applied as a credit against Tenant's Rent (including parking charges) ("Rent Credit Notice") or towards additional improvements to the Premises constructed by Tenant in accordance with Section 9.02 of the Lease ("Improvement Credit Notice'). If Tenant timely and properly delivers the Rent Credit Notice to Landlord, the credit against Rent shall commence following the later of (i) November 1, 2020 or (11) thirty (30) days following the delivery of the Rent Credit Notice to Landlord, and continue thereafter until exhausted. If Tenant timely and properly delivers the Improvement Credit Notice to Landlord, Landlord shall reimburse Tenant for such additional improvements within 30 days after proof of work performed, satisfaction of the conditions set forth In Section 9.02 of the Lease and payment by Tenant as reasonably requested by Landlord. Any portion of the Allowance that is not so requested by Tenant on or before the Allowance Deadline shall revert to Landlord. This Exhibit C shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or pill or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the Lease Term, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease. EXHIBIT C 1201 DOVE STREET -1- Semda Medical 4838-3804-5604.2 Landlord will not be responsible for moving any of Tenant's furniture or equipment in connection with the performance of the Landlord Work, and Tenant shall be solely responsible for such furniture and equipment. Tenant hereby acknowledges that Landlord will be performing the Landlord Work during the Lease Term, and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of rent in connection therewith. EXHIBIT C 1201 DOVE STREET _2. Secede Medical 4838-3804-5604.2 SCHEDULE 1 TO EXHIBIT C SPACE PLAN The Landlord Work shall consist of only finish work to the Premises such as replacement of the ceiling grid, replacement of carpeting, repainting, replacement of tile flooring, and replacement of the kitchen millwork. The exact scope of the Landlord Work shall be mutually agreed upon in good faith by Landlord and Tenant within five (5) business days following the date of full execution and delivery of this Lease; provided that the Landlord Work shall not include changing the location of any wall. IMrove wev t-5 b„t nc.t exC«d f �12W,o-7z,8-6 -fv 4than f S��aa Sly U SCHEDULE 1 TO EXHIBIT C -1- lx Ci,((aWcd Rc„(shl 1201 DOVE STREET Secada Medical 4838-3804-5604.2 EXHIBIT D BUILDING RULES AND REGULATIONS The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking areas/garage, the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined In the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter In Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only far the purposes forwhich designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be responsible for the damage. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as arefirst approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Landlord's initial cost and expense. (provided that any future changes to Tenant's name shall be at Tenant's sole cost and expense), using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld. 4. Landlord shall provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants, including Tenant, at no charge to Tenant, and no other directory shall be permitted unless previously consented to by Landlord in writing. 5. Tenant shall not place any lock(s) on any door, or install any security system (including, without limitation, card key systems, alarms or security cameras), in the Premises or Building without Landlord's prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right to retain at all times. and to use keys or other access codes or devices to all locks and/or security system within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of this Lease. Further, if and to the extent Tenant re -keys, re -programs or otherwise changes any locks at the Project, Tenant shall be obligated to restore all such locks and key systems to be consistent with the master lock and key system at the Building, all at Tenant's sole cost and expense. 3. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other parry is damaged or Injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage or loss. a. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense. 9. Corridor doors, when not in use, shall be kept closed. 10. Tenant shall not (i) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere In any way with other tenants or persons having business with them; (11) solicit business or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (iii) conduct or permit other activities in the Building that might, In Landlord's sole opinion, constitute a nuisance. - 11. No animals, except those assisting handicapped persons, shall be brought Into the Building or kept in or about the Premises. 12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and In accordance with all EXHIBIT D 1201 DOVE STREET Secede Medical 4838-3804-5604.2 applicable Laws, rules and regulations. Tenant shall not, without Landlord's prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos -containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 at sec. or any other applicable environmental Laws which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and removal. 13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal purpose. 14. Tenant shall not take any action which would violate Landlord's labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any other tenant's or occupant's business or with the rights and privileges of any person lawfully in the Building ("Labor Disruption'). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties, nor shall the Commencement Date of the Term be extended as a result of the above actions. 16. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas heating devices, portable coolers (such as "move'n cools") or space heaters, without Landlord's prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building. 16. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant's employees and Invitees. 17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord. 18. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, Its occupants, entry, use and contents. Tenant, its agents, employees, contractors., guests and invitees shall comply with Landlord's systems and procedures. 19. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord's sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity Immediately. 20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building. 21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun. 22. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances andexits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice. 23, The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service. PARKING RULES AND REGULATIONS (i) Landlord reserves the right to establish and reasonably change the hours for the parking areas, on a non- discriminatory basis, from time to time, Tenant shall not store or permit its employees to store any automobiles in the parking areas without the prior written consent of the operator. Except for emergency repairs, Tenant and Its employees shall not perform any work on any automobiles while located in the parking areas, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile. EXHIBIT D 1201 Dave STREET Secada Medical 4838-3804-5604.2 (II) Cars must be parked entirely within the stall lines painted on the Floor, and only small cars may be parked in areas reserved for small cars. (ill) All directional signs and arrows must be observed. (iv) The speed limit shall be 5 miles per hour. (v) Parking spaces reserved for handicapped persons must be used only by vehicles properly designated. (vi) Parking is prohibited in all areas not expressly designated for parking, including without limitation: (a) areas not striped for parking (b) aisles (c) where "no parking" signs are posted (d) ramps (a) loading zones (vii) Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void. (viii) Parking areas managers or attendants are not authorized to make or allow any exceptions to these Rules. (ix) Every parker is required to park and lock his/her own car. (x) Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord and to the parking areas manager immediately. Any parking devices reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must he reported to the office of the parking areas immediately. (A) Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles. (xii) Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules. A. TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT,VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANTS USE OF THE PARKING AREAS OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD'S LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT. B. Without limiting the provisions of Paragraph A above, Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for personal injury or property damage occurring to Tenant arising as a result of parking in the parking areas or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants oremployees for any said causes of action. It is the Intention of Tenant by this instrument, to exempt and relieve Landlord from liability for personal injury or property damage caused by negligence. If Tenant fails to comply with the parking rules and regulations set forth herein, Landlord shall have the right to take such action as may be necessary to enforcement thereof, which may include the towing of vehicles, attachment of wheel immobilizer units (boats) and the like. C. The provisions of Section 28 of the Lease are hereby incorporated by reference as if fully recited. By executing the Lease to which this Exhibit D is attached, Tenant acknowledges that it has read and agreed to be bound by the forgoing Building Rules and Regulations. Tenant further confirms that it has been fully and completely advised of the potential dangers incidental to parking in the parking areas and the terms and conditions set forth above. EXHIBIT D 1201 DOVE STREET Secada Medical 4838-3804-5604.2 EXHIBIT E INTENTIONALLY OMITTED EXHIBIT E 1201 DOVE STREET Secede Medical 4838-3804-5604.2 EXHIBIT F INTENTIONALLY OMITTED EXHIBIT F 1201 DOVE STREET Secede Medical 4838-3804-5604.2 EXHIBIT G STATEMENT OF TENANT REGARDING LEASE COMMENCEMENT The undersigned as Tenant under that certain Office Lease Agreement made and entered into by and between AS DOVE OWNER, L.P., a Delaware limited partnership, as Landlord, and the undersigned, as Tenant (the "Lease"), hereby certifies that: 1). The undersigned has entered Into occupancy of the Premises described in said Lease on , 20_ 2) All conditions under said Lease to be performed by Landlord have been satisfied, and on this date there are not existing defenses or offsets which the undersigned has against the enforcement of said Lease by Landlord. 3) The Term of the Lease commenced, or will commence, as of , 20_, which date shall be the "Commencement Date" under the terms of the Lease. 4) The "Expiration Date" of the Lease is , 20, subject to extension or earlier termination in accordance with the terms and conditions of the Lease. 5) Tenant accepts the Premises in its "As -Is" condition as of the date of Tenant's possession thereof. 6) Tenant's obligation to pay Base Rent will commence on , 20 . The Abatement Period (as defined in Section 3 of the Lease) will commence on , and end on , 20_ 7) Tenant's obligation to pay Tenant's Pro Rate Share of Expenses and Taxes will commence on , 20_. Yours very truly, a By: Name: Its: EXHIBIT G 1201 DOVE STREET Secede Medical 4838-3804-5604.2 EXHIBIT H ASBESTOS NOTIFICATION This Exhibit H (the "Exhibit") Is attached to and made a part of the Lease by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California (the "Building"). Asbestos -containing materials ("ACMs") were historically commonly used in the construction of commercial buildings across the country. ACMs were commonly used because of their beneficial qualities.. ACMs are fire-resistant and provide goad noise and temperature insulation. Some common types of ACMs include surfacing materials (such as spray -on fireproofing, stucco, plaster and textured paint), flooring materials (such as vinyl floor tile 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 files, transits board, base cove and associated mastic, caulking, window glazing and fro doors. Thesematerials are not required under law to be removed from any building (except prior to demolition and certain renovation projects). Moreover, ACMs generally are not thought 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 ACMs 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 "PALM"). 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 ACMs, 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 Plan"). The O&M Plan is designed to minimize the potential of any harmful 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 firm 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 O&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 exposure Increases, the risk of disease (such as asbestosis and cancer) increases. However, measures taken to minimize exposure and consequently minimize 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 of 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 for 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 H. EXHIBIT H 1201 DOVE SMEET Secada Medical 4838-3804-5604.2 RIDER NO.1 TO OFFICE LEASE EXTENSION OPTION RIDER This Rider No. 1 is made and entered into by and between AG DOVE OWNER, LP., a Delaware limited partnership ("Landlord"), and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant"), as of the day and year of the Lease between Landlord and Tenant to which this Rider No. 1 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 of the Lease. All references in the Lease and In this Rider No. 1 to the "Lease" shall be construed to mean the Lease (and all exhibits and Riders attached thereto), as amended and supplemented by this Rider No. 1. All capitalized terms not defined in this Rlder shall have the same meaning as set forth in the Lease. 1. Landlord hereby grants to Tenant one (1) option (the "Extension Option") to extend the Term of the Lease for an additional period of five (5) years (the "Option Term"), on the same terms, covenants and conditions as provided for in the Lease during the initial Term, except for the Base Rent, which shall equal the greater of (a) the Base Rent payable by Tenant during the last month of the then current Term immediately preceding the Option Term or (b) the "fair market rental rate" for the Premises for the Option Term as defined and determined In accordance with the provisions of Section 3 below. 2. The Extension Option must be exercised, if at all, by an irrevocable written exercise notice ("Extension Notice") delivered by Tenant to Landlord no sooner than that date which is twelve (12) months and no later than that date which is nine (9) months prior to the expiration of the then current term of the Lease. The Extension Option shall, at Landlord's sole option, not be deemed to be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the Option Term, (a) Tenant has committed an uncured event of default whose cure period has expired pursuant to Article 18 of the Lease, (b) Tenant has assigned all or any portion of the Lease or its interest therein or sublet all or any portion of the Premises, (c) Tenant's financial condition is not sufficient, In Landlord's reasonable judgment, to perform the obligations of Tenant under the Lease during the Option Term, or (d) Landlord's lender, if any, disapproves the Extension Option terms. Provided Tenant has properly and timely exercised the Extension Option, the then current term of the Lease shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and In full force and effect, except that the Base Rent shall be as set forth above. 3. If Landlord determines that the Base Rent for the Option Term shall be the Base Rent payable by Tenant during the last month of the then current Term pursuant to Section 1(a) above, such determination shall be conclusive, Tenant shall have no right to object thereto, and the following provisions regarding the determination of the fair market rental rate shall not apply. If, however, Landlord determines that the Base Rent for the applicable Option Term shall be the fair market rental rate pursuant to Section 1(b1 above, then such fair market rental rate shall be determined in accordance with the Fair Market Rental Rate Rider attached to the Lease as Rider No. 2. The Base Rent for the Option Term shall include the periodic rental increases that would be included for space leased for the period of the Option Term. 4. Notwithstanding the fair market rental rate determined pursuant to Section 3 above, in no event shall the Base Rent payable during the Option Term be less than the Base Rent payable during the last month of the immediately preceding Term. 5. Tenant's Extension Option is further subject to the terms and conditions of Rider No. 3 attached hereto. RIDER NO. 1 1201 DOVE STREET secede Medical 4838-3804-56042 RIDER NO. 2 TO OFFICE LEASE FAIR MARKET RENTAL RATE This Rider No. 2 is made and entered into by and between AG DOVE OWNER, L.P., a. Delaware limited partnership ("Landlord"), and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant"), as of the day and year of the Lease between Landlord and Tenant to which this Rider No. 2 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 andshall supersede any inconsistent provisions of the Lease. All references in the Lease and in this Rider No. 2 to the "Lease" shall be construed to mean the Lease (and all exhibits and Riders attached thereto), as amended and supplemented by this Rider No. 2. All capitalized terms not defined in this Rider No. 2 shall have the same meaning as set forth in the Lease. 1. The term "fair market rental rate" as used in the Lease and any Rider attached thereto shall mean the annual amount per square foot, projected during the Option Term that a willing, non -equity renewal tenant (excluding sublease and assignment transactions) would pay, and a willing, institutional landlord of a comparable Class "A" office building located in the Orange County Airport area marketplace (the "Comparison Area") would accept, in an arm's length transaction (what Landlord is accepting in then -current transactions forthe buildings located in the Project may be used for purposes of projecting rent for the Option Term), for space of comparable size, quality and floor height as the Premises, taking into account the age, quality and layout of the existing improvements in the Premises, and taking into account items that professional real estate brokers or professional real estate appraisers customarily consider, including, but not limited to, rental rates, space availability, tenant size, tenant improvement allowances, parking charges and any other lease considerations, if any, then being charged or granted by Landlord or the lessors of such similar office buildings. All economic terms other than Base Rent, such as tenant improvement allowance amounts, if any, operating expense allowances, parking charges, etc., will be established by Landlord and will be factored into the determination of the fair market rental rate for the Option Term. Accordingly, the fair market rental rate will be an effective rate, not specifically including, but accounting for, the appropriate economic considerations described above. The fair market rental rate shall include the periodic rental increases that would be included for space leased for the period of the Option Term. 2. In the event the determination of fair market rental rate is required under the Lease (as set forth in Rider No. 1 above)., Landlord shall provide written notice of Landlord's determination of the fair market rental rate ("Landlord Rent Notice") not later than ninety (90) days following Landlord's receipt of Tenant's Extension Notice. Tenant shall have ten (10) business days after receipt of Landlord's notice of the fair market rental rate within which to accept or reject such fair market rental rate by delivering written notice ("Tenant Rent Response Notice") thereof to Landlord. For purposes of this Rider No. 2, the last day of such 10-business day period shall be referred herein as the "Objection Date". Tenant's failure to deliver the Tenant Rent Response Notice on or before the Objection Date shall be deemed to constitute Tenant's acceptance of the fair market rental rate set forth in the Landlord Rent Notice. If Tenant timely objected in the Tenant Rent Response Notice to Landlord's fair market rental rate, the parties shall follow the procedure and the fair market rental rate shall be determined asset forth in Section 3 below. 3. If Tenant timely and appropriately objects to Landlord's determination of the fair market rental rate in the Tenant Rent Response Notice, Landlord and Tenant shall attempt to agree upon the fair market rental rate using their best good -faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following the delivery of the Tenant Rent Response Notice ("Outside Agreement Date"), then each party shall make a separate determination of the fair market rental rate which shall be submitted to each other and to arbitration in accordance with the following items (i) through (vii): (i) Landlord and Tenant shall each appoint, within ten (10) days of the Outside Agreement Date, one arbitrator who shall by profession be a current real estate broker or appraiser of comparable commercial properties in the immediate vicinity of the Project, and who has been active in such field over the last five (5) years. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted fair market rental rate is the closest to the actual fair market rental rate as determined by the arbitrators, taking into account the requirements of Section 1 above (i.e., the arbitrators may only select Landlord's or Tenant's determination of the fair market rental rate and shall not be entitled to make a compromise determination). (ii) The two (2) arbitrators so appointed shall within five (5) business days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third (3rd) arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators. (ill) The three (3) arbitrators shall within fifteen (15) days of the appointment of the third (3rd) arbitrator reach a decision as to whether the parties shall use Landlord's or Tenant's submitted fair market rental rate, and shall notify Landlord and Tenant thereof, (iv) The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. (v) If either Landlord or Tenant fails to appoint an arbitrator within ten (10) days after the applicable Outside Agreement Date, the arbitrator appointed by one (1) of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant. (vi) If the two (2) arbitrators fail to agree upon and appoint a third (3rd) arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third (3rd) arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association, but subject to the instruction set forth in this Section 3. (vii) The cost of arbitration shall be paid by Landlord and Tenant equally. RIDER NO. 2 1201 DOVE STREET Secada Medical 4838-3804-5604.2 RIDER NO. 3 TO OFFICE LEASE OPTIONS IN GENERAL This Rider No. 3 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord"), and SECADA MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant"), as of the day and year of the Lease between Landlord and Tenant to which this Rider No, 3 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 of the Lease. All references In the Lease and in this Rider No. 3 to the "Lease" shall be construed to mean the Lease (and all .exhibits and Riders attached thereto), as amended and supplemented by this Rider No. 3. All capitalized terms not defined in this Rider No. 3 shall have the same meaning as set forth in the Lease. (a) Definition. As used in this Lease and any Rider or Exhibit attached hereto, the word "Option" shall mean all options granted to Tenant under the Lease, including the Extension Option pursuant to Rider No. 1 attached hereto. (b) Option Personal. The Option granted to Tenant is personal to the original Tenant executing this Lease (the "Original Tenant") and may be exercised only by the Original Tenant while occupying the entire Premises and without the intent of thereafter assigning this Lease or subletting the Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any person or entity other than the Original Tenant. The Option granted to Tenant under this Lease is not assignable separate and apartfrom this Lease, nor may the Option be separated from this Lease in any manner, either by reservation or otherwise. (c) Effect of Default on Options. Tenantwill have no right to exercise any Option, notwithstanding any provision of the grant of option to the contrary, and Tenant's exercise of any Option may be nullified by Landlord and deemed of no further force or effect, if (i) Tenant is In default of any monetary obligation or material non -monetary obligation under the terms of this Lease (or If Tenant would be in such default under this Lease but for the passage of time or the giving of notice, or both) as of Tenant's exercise of the Option in question or at any time after the exercise of any such Option and prior to the commencement of the Option event, or (ii) Landlord has given Tenant two (2) or more notices of default, whether or not such defaults are subsequently cured, during any twelve (12) consecutive month period of this Lease. (d) Option as Economic Term. The Option is hereby deemed. an economic term which Landlord, in its sole and absolute discretion, may or may not. offer in conjunction with any future extensions of the Term. RIDER NO, 3 1201 DOVE STREET Secede Medical 4838-3804-56042