HomeMy WebLinkAbout12 - Fifth Amendment to Lease for Use of Suite 520 at 1201 Dove StreetQ SEW Pp�T
CITY OF
z NEWPORT BEACH
c�<,FORN'P City Council Staff Report
September 10, 2024
Agenda Item No. 12
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Assistant City Manager/Community Development
Director - 949-644-3232, sjurjis@newportbeachca.gov
PREPARED BY: Lauren Wooding Whitlinger, Real Property Administrator - 949-644-
3236, Iwooding@newportbeachca.gov
TITLE: Fifth Amendment to Lease with Realm Group, LLC for Use of
Suite 520 at 1201 Dove Street
ABSTRACT:
The City of Newport Beach acquired the office building located at 1201 Dove Street,
Newport Beach (Property) in May 2023. The building has 18 existing tenants and is being
marketed for lease. For the City Council's consideration is a Fifth Amendment to the
Lease (Amendment) (Attachment A) with the tenant leasing Suite 520, Realm Group, LLC
(Realm) to update the rent to current market rates and to extend the length of the lease
term for three years.
RECOMMENDATIONS:
a) Find this project is exempt from the California Environmental Quality Act (CEQA)
pursuant to Section 15301 (Existing facilities) and Section 15302 (Replacement or
Reconstruction) of the CEQA Guidelines, California Code of Regulations, Title 14,
Chapter 3, because this project has no potential to have a significant effect on the
environment; and
b) Authorize the City Manager and City Clerk to execute the Fifth Amendment to Lease
between the City of Newport Beach and Realm Group, LLC for use of City Property,
office space Suite 520 located at 1201 Dove Street, in a form substantially similar to
the amendment attached to the staff report.
DISCUSSION:
Under its initial Office Lease Agreement (Attachment B) executed in 2011, Realm leased
its existing space (Suite 520) (Premises) at the Property for an initial term of two years
and has entered into four lease amendments (Attachment B) since that time to extend the
lease term, which recently expired on September 1, 2024. The tenant continues to occupy
the Premises, which comprises 2,059 square feet, under the holdover language in its
lease and in anticipation of City staff bringing this Amendment forward for the City
Council's consideration.
The tenant is seeking an extension of its lease term to continue its occupancy at the
Property. The proposed Amendment would extend the term of the lease by three years
and five months, with a new expiration date of January 31, 2028.
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Fifth Amendment to Lease with Realm Group, LLC for
Use of Suite 520 at 1201 Dove Street
September 10, 2024
Page 2
City staff and the tenant have negotiated the Amendment to the lease that reflects current
market conditions, which includes a slight reduction in the rental rate from its current
monthly rate of $3.39 per square foot for the existing Premises. Additional abatements
and allowances are included and are consistent with market rate deal terms offered by
competitive office properties in the area.
Fifth Amendment to Office Lease
The proposed terms of the Amendment, for continued use of Suite 520 at the Property,
are summarized below:
1. The term shall commence on September 1, 2024, and will terminate on
January 31, 2028, with no options to extend the term.
2. Monthly base rent during the term shall be set as follows:
Period
Monthly Base Rent
Monthly Base Rent
Per Rentable Square
Foot
9/1 /2024 - 8/31 /2025
$6,485.85
$3.15
9/1 /2025 — 8/31 /2026
$6,671.16
$3.24
9/1 /2026 — 8/31 /2027
$6,877.06
$3.34
9/1 /2027 — 1 /31 /2028
$7,082.96
$3.44
3. Base rent shall be abated in its entirety for four months of the new term, from
October 1, 2024 through January 31, 2025.
4. A landlord work allowance in an amount not to exceed $24,708.00 ($12.00 per
square foot of the leased Premises which comprises 2,059 square feet) may be
used towards the payment of improvements to the Premises, to be performed by
the property manager on the City's behalf. The allowance must be used by
August 31, 2025, or the allowance will be forfeited.
5. The tenant may request to credit unused monies from the landlord work allowance
towards its base rent. This credit must be for the lesser of the unused allowance
or $18,531.00 and must be requested on or before the allowance deadline of
August 31, 2025, and shall be credited towards the rent beginning September 1,
2025.
6. Additionally, the property manager on the City's behalf, will perform limited
common area work on the fifth floor of the building to ensure the Property is kept
in industry standard condition. The work is anticipated to include repainting the
walls of the common corridors and restrooms, and professional carpet cleaning of
the common areas and restrooms on the fifth floor.
7. Brokers from CBRE, Inc. represented the property manager and the City, and
Kidder Matthews which represented the tenant in negotiating the transaction will
be paid a commission for this Amendment.
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Fifth Amendment to Lease with Realm Group, LLC for
Use of Suite 520 at 1201 Dove Street
September 10, 2024
Page 3
8. Realm shall continue to provide certificates of insurance to the satisfaction of the
City's property manager, naming the City as additional insured.
The Amendment has been reviewed by the City Attorney's Office and has been approved
as to form. Realm has reviewed and approved the terms of the Amendment.
FISCAL IMPACT:
Revenues collected pursuant to the proposed Amendment, $38,915.10 in fiscal year
2024-25, which rental revenues shall be increased annually as prescribed in the
Amendment, will be posted to the General Fund Real Property accounts in the
Community Development Department, 010-01050505-551305. The revenues net of any
tenant improvement allowance, rent abatement, or broker fees are included in the budget
for fiscal year 2024-25.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this project is exempt from the California
Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing facilities) and
Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because this project has no potential to have a
significant effect on the environment.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Fifth Amendment to Lease
Attachment B — Office Lease Agreement and First through Fourth Amendments to Lease
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Attachment A
Fifth Amendment to Lease
12-4
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE ("Fifth Amendment") is made and entered into as of
August 28, 2024, by and between THE CITY OF NEWPORT BEACH, a California municipal corporation
and charter city ("Landlord") and REALM GROUP, LLC, a Delaware limited liability company ("Tenant").
This Fifth Amendment includes amendments to Exhibit A (Work Letter) and Exhibit B (Expenses and
Taxes), and the addition of Rider No. 1 (Waiver of Relocation Benefits).
RECITALS:
A. Landlord (as successor -in -interest to AG Dove Owner, L.P., as successor -in -interest to
BRE/OC Property Holdings L.L.C., as successor -in -interest to Western National Life Insurance Company)
and Tenant entered into that certain Office Lease Agreement dated as of September 23, 2011 (the "Original
Lease") as amended by (i) that certain First Amendment dated as of November 13, 2013 ("First
Amendment"), (ii) that certain Second Amendment dated as of March 29, 2017 ("Second Amendment"),
(iii) that certain Third Amendment to Lease dated as of March 24, 2020 ("Third Amendment") and (iv) that
certain Fourth Amendment to Lease dated as of March 11, 2021 ("Fourth Amendment"), whereby
Landlord leases to Tenant and Tenant leases from Landlord certain office space in that certain building
located and addressed at 1201 Dove Street, Newport Beach, California (the "Building"). The Original
Lease, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth
Amendment, may be referred to herein as the "Lease."
B. By this Fifth Amendment, Landlord and Tenant desire to extend the Term of the Lease,
which is set to expire on August 31, 2024, 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 Fifth
Amendment, including that Tenant's tenancy and rent of the Premises, 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. 1 to Office Lease" attached hereto.
D. Unless otherwise defined herein, capitalized terms as used herein shall have the same
meanings as given thereto in the Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT:
1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord
currently leases to Tenant and Tenant currently leases from Landlord that certain office space in the
Building containing 2,059 rentable square feet located on the fifth (5th) floor of the Building and known as
Suite 520 (the "Premises"), as outlined on Exhibit A to the Original Lease.
2. Extended Lease Term. The Term of the Lease is hereby extended such that the Lease
shall expire on January 31, 2028 ("Fifth Extended Expiration Date"). The period from September 1, 2024
("Fifth Extension Commencement Date") through the Fifth Extended Expiration Date specified above,
shall be referred to herein as the "Fifth Extended Term." Tenant shall not have any right to extend the
Lease beyond the Fifth Extended Term.
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4886-8774-6002.1
3. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the Fifth
Extended Term, Tenant shall pay, in accordance with the provisions of this Section 3 and subject to
abatement pursuant to Section 4 below, monthly Base Rent for the Premises as follows:
Period Monthly Base Rent Monthly Base Rent Per
Rentable Square Foot
9/1 /24 — 8/31 /25 $6,485.85 $3.15
9/1 /25 — 8/31 /26 $6,671.16 $3.24
9/1 /26 — 8/31 /27 $6,877.06 $3.34
9/1 /27 —1 /31 /28 $7,082.96 $3.44
4. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or
in this Fifth Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the
Lease, as amended by this Fifth Amendment, Landlord hereby agrees to abate Tenant's obligation to pay
monthly Base Rent for the period commencing October 1, 2024 through January 31, 2025 ("Abatement
Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other
monetary obligations under the Lease, as amended by this Fifth Amendment. In the event of a default by
Tenant under the terms of the Lease, as amended by this Fifth Amendment, that results in early termination
pursuant to the provisions of Section 19 of the Original Lease, then as a part of the recovery set forth in
Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that
was abated under the provisions of this Section 4.
5. Base Year. Notwithstanding anything to the contrary in the Lease, during the Fifth
Extended Term, the Base Year for Taxes and Expenses shall be the calendar year 2024.
6. No Expenses or Taxes for First 12 Months. Notwithstanding anything to the contrary in the
Lease or this Fifth Amendment, Tenant shall have no obligation to pay to Landlord Expenses or Taxes for
the period commencing September 1, 2024 through August 31, 2025. Exhibit B to the Lease is hereby
amended in its entirety and replaced with Exhibit B ("Expenses and Taxes") attached hereto and
incorporated herein by this reference.
7. Controllable Expenses. During the Fifth Extended Term, the aggregate Controllable
Expenses, as that term is defined below, shall not increase more than five percent (5%) in any calendar
year over the maximum amount of Controllable Expenses chargeable for the immediately preceding
calendar year, calculated on a cumulative and compounding basis, with no limit on the Controllable
Expenses during the calendar year 2024 for purposes of this Section 7 (i.e., the actual Controllable
Expenses for the calendar year 2024 shall be the maximum amount for the calendar year 2024 for purposes
of this Section 7). "Controllable Expenses" shall mean all Expenses except for Taxes, insurance as
provided in Section 2.01(g) of Exhibit B, utilities as provided in Section 2.01(h) of Exhibit B, trash related
expenses and security related expenses.
8. Improvements to the Premises. Section 7 of the Fourth Amendment is hereby deleted in
its entirety and replaced with the following:
"Improvements to the Premises. Landlord shall perform the improvements in the Premises
pursuant to the Work Letter attached hereto as Exhibit "A". Tenant hereby acknowledges
that Landlord will be performing such improvement work during the Term of the Lease (as
hereby extended), 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."
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4886-8774-6002.1
9. 5th Floor Common Area Work. Section 6 of the Fourth Amendment is hereby deleted in its
entirety and replaced with the following:
"5th Floor Common Area Work. Landlord shall one time, at Landlord's sole cost and
expense, using Building -standard materials and in Landlord's Building -standard manner
perform the following work on the fifth (51h) floor of the Building (collectively, the "Common
Area Work"): (a) repaint the painted walls of the common area corridors and men's and
women's restrooms; and (b) professionally clean the carpet in the common area corridors
and in the men's and women's restrooms. Subject to delays caused by Force Majeure,
Landlord shall use commercially reasonable efforts to substantially complete the Common
Area Work by February 28, 2025 ("Outside Date"). Tenant hereby acknowledges that
Landlord will be performing the Common Area Work during the Term of the Lease (as
hereby extended), 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. Except as specifically set forth in this Section 9, Tenant hereby
agrees to accept the Building in its "as -is" condition and Tenant hereby acknowledges that
Landlord shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Building. Tenant also acknowledges that Landlord has
made no representation or warranty regarding the condition of the Building."
10. Parking. From and after the Fifth Extension Commencement Date, in lieu of the parking
passes allocated to Tenant under the Lease, Tenant shall have the right to use eight (8) unreserved parking
passes in the Building's parking areas (collectively, the "Unreserved Parking Passes") at no monthly
charge (the "Parking Fee") during the Fifth Extended Term. Upon at least thirty (30) days prior written
notice to Landlord, Tenant shall have the right to convert (on a one-to-one basis) the lease of four (4)
Unreserved Parking Passes to visitor/executive reserved stalls in a location mutually agreed upon by
Landlord and Tenant at the following Parking Fee: (a) $25.00 per reserved stall per month for the period
from September 1, 2024 through August 31, 2027; and (b) $75.00 per reserved stall per month during the
period from September 1, 2027 through January 31, 2028. Except as provided in this Section 10, Tenant's
use of parking at the Project shall be governed by the parking provisions of the Lease.
11. Brokers. Each party represents and warrants to the other that no broker, agent or finder
negotiated or was instrumental in negotiating or consummating this Fifth Amendment other than CBRE,
Inc. who represented Landlord in connection with this Fifth Amendment and Kidder Matthews who
represented Tenant in connection with this Fifth 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 Fifth Amendment.
12. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this
Fifth Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and
that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of
no events or circumstances which, given the passage of time, would constitute a default under the Lease
by either Landlord or Tenant.
13. Signing Authority. The individual(s) executing this Fifth 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 Fifth
Amendment and the person(s) signing on behalf of Tenant is authorized to do so.
14. California Certified Access Specialist Inspection. Section 12 of the Fourth Amendment is
hereby deleted in its entirety and replaced with the following:
"California Certified Access Specialist Inspection. Pursuant to California Civil Code § 1938,
Landlord hereby states that the Premises has undergone inspection by a Certified Access
Specialist (CASp) (defined in California Civil Code § 55.52). Tenant hereby acknowledges
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4886-8774-6002.1
that it has been provided a copy of the CASp inspection report at least forty-eight (48)
hours prior to the execution of this Fifth Amendment and Tenant agrees that information in
the report shall remain confidential, except as necessary for Tenant to complete repairs
and corrections of violations of construction -related accessibility standards in the
Premises. The cost of making any repairs necessary to correct violations of construction -
related accessibility standards indicated by the CASp report in the Premises will be
Tenant's responsibility, which modifications will be completed as a Tenant Alteration,
notwithstanding anything to the contrary in the Lease (as amended). 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)."
15. Landlord's Notice Addresses. From and after the date of this Fifth 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
16. Attorneys' Fees. Section 27.01 of the Original 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 parry'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."
17. Counterparts; Electronic Delivery. This Fifth 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 Fifth Amendment in
Landlord's possession shall control. Execution of this Fifth 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 Original Lease, the parties may not
exchange counterpart signatures by facsimile or electronic transmission and electronic or digital signatures
shall not be valid.
18. No Further Modification. Except as set forth in this Fifth Amendment, all of the terms and
provisions of the Lease shall apply during the Fifth Extended Term and shall remain unmodified and in full
force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as
amended by this Fifth Amendment.
[SIGNATURES ON NEXT PAGE]
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4886-8774-6002.1
IN WITNESS WHEREOF, this Fifth Amendment has been executed as of the day and year first
above written.
"LANDLORD"
ATTEST:
By:
Leilani I. Brown, City Clerk
APPROVED S O FORM:
By:
Aaron C arp, City A rney S,*-VN
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
Grace K. Leung, City Manager
"TENANT" REALM GROUP, LLC,
a Delaware limited liability company
By:
Print Name:
Title:
By:
Print Name:
Title:
This Fifth 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.
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4886-8774-6002.1
EXHIBIT "A"
WORK LETTER
This Exhibit "A" is attached to and made a part of the Fifth Amendment to Lease by and between
THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and
REALM GROUP, LLC, a Delaware limited liability company ("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 a scope of work to be mutually agreed upon in
good faith by Landlord and Tenant (the "Scope of Work") using Building standard methods,
materials and finishes. The improvements to be performed in accordance with the Scope of Work
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 $24,708.00
(calculated at a rate of $12.00 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 that is not used on or before August 31,
2025 ("Allowance Deadline") shall revert to Landlord subject to Section 6 below.
2. All other work and upgrades not set forth on the Scope of Work 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, 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. Tenant shall be
responsible for any Tenant delay in completion of the Premises resulting from any such other work
and upgrades requested or performed by Tenant.
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 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 (as amended).
EXHIBIT "A"
4886-8774-6002.1
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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. 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) the unused portion of the Allowance or (b) $18,531.00 (calculated at a rate of $9.00 per rentable
square foot of the Premises), be applied as a credit against Tenant's Base Rent. If Tenant timely
and properly delivers the Rent Credit Notice to Landlord, the credit against Base Rent obligations
shall commence on September 1, 2025 and continue thereafter until exhausted. Any portion of the
Allowance that is not so requested by Tenant on or before the Allowance Deadline shall revert to
Landlord.
7. 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 (as amended) 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 Fifth Extended Term, whether by any options under the Lease (as amended) or
otherwise.
8. Tenant shall bear the cost of making any repairs necessary to correct violations of construction -
related to 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 "A"
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4886-8774-6002.1
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 REALM GROUP, LLC, a
Delaware 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.
2. Expenses.
2.01 "Expenses" means all costs and expenses incurred in each calendar year in connection
with operating, maintaining, repairing, and managing the Project and the Property. Expenses include,
without limitation: (a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance,
uniforms, training, retirement plans, pension plans and other employee benefits; (b) management fees;
(c) the cost of equipping, staffing and operating an on -site and/or off -site management office for the Project,
provided if the management office services 1 or more other buildings or properties, the shared costs and
expenses of equipping, staffing and 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] 0) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in
the operation, repair and maintenance of the Property, or any portion thereof, (k) operation, repair,
maintenance, renovation, replacement and restoration of all systems and equipment and components
EXHIBIT "B"
-1-
4886-8774-6002.1
12-12
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, attendants or other persons in a commercial
concession operated by Landlord; (i) 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; 0) 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; (1) 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
EXHIBIT "B"
-2- 12-13
4886-8774-6002.1
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 calculated 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 calculated 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.
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,
EXHIBIT "B"
-3- 12-14
4886-8774-6002.1
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"
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4886-8774-6002.1
12-15
RIDER NO. 1 TO OFFICE LEASE
WAIVER OF RELOCATION BENEFITS
This Exhibit "B" is made and entered into by and between and the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("Landlord") and REALM GROUP, LLC, a Delaware limited
liability company ("Tenant"), as of the date of the Fifth Amendment to Lease ("Amendment") between
Landlord and Tenant to which this Exhibit B" 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 (as amended) and in this Rider No. 1 shall mean the Lease (and all exhibits and riders attached
thereto), as amended and supplemented, including by this Rider No. 1. All capitalized terms not defined in
this Rider No. 1 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; and
(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.
RIDER NO. 1
-1- 12-16
4886-8774-6002.1
(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 Amendment, 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 or (ii) the relocation of any of
Tenant's business operations or the relocation of any person or persons, business or businesses, or other
occupant or occupants located on the Premises, including the specific waiver and release of all rights under
the Relocation Law and/or payments that otherwise may be required under such state or federal law.
(c) Tenant waives all rights to compensation for any interest in the business
operations at, on, or about the Premises including, but not limited to, land and improvements, fixtures,
furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any other compensation
of any nature whatsoever.
(d) It is hereby intended that the release contained herein relates to both known and
unknown claims that Tenant and any person or entity claiming by or through Tenant may have, or claim to
have, against any of the Indemnitees with respect to the subject matter contained herein or the events
relating thereto. By releasing and forever discharging claims both known and unknown which are related
to or which arise under or in connection with, the items set out above, Tenant expressly waives any rights
under California Civil Code Section 1542 and any similar law of any state or territory of the United States
are expressly waived. Section 1542 reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR OR RELEASED PARTY."
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
RIDER NO. 1
-2- 12-17
4886-8774-6002.1
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. 1
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4886-8774-6002.1
12-18
Attachment B
Office Lease Agreement
and First through Fourth Amendments to Lease Agreement
12-19
OFFICE LEASE AGREEMENT
CALIFORNIA
1201 DOVE STREET
THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 23rd day of
September, 2011, by and between WESTERN NATIONAL LIFE INSURANCE COMPANY, a Texas corporation
("Landlord") and REALM GROUP, LLC, a Delaware limited liability company ("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 D (Building Rules and Regulations), Exhibit E
(Additional Provisions), Exhibit F (Asbestos Notification),
Basic Lease Information.
1.01 "Building" shall mean the building located at 1201 Dove Street, Newport Beach, California 92660,
which Building is included within the one (1) building, six (6) story office project commonly known as 1201 Dove
Street (the "Project"). As used herein, "Rentable Square Footage of the Project" is deemed to be 82,007 square
feet. "Property" shall mean the Building and the parcel(s) of land on which it is 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 fifth (51h) floor of the Building and known as Suite 520. The "Rentable Square Footage of the Premises" is
deemed to be 2,004 square feet.
1.03 "Base Rent":
Months of Term
Annual Base
Rent
Monthly Base
Rent
Monthly Base,Rent per Rentable
Square Foot of the Premises
1 — 10
$34,869.60
$2,905.80
$1.45
11 — 22
$43,286.40
$3,607.20
$1.80
23 — 25
N/A
$3,907.80
$1.95
1.04 "Tenant's Pro Rata Share": 2.44%. (2,004 square feet within the Premises / 82,007 square feet
within the Project). Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in accordance with Exhibit B
of this Lease.
1.05 "Base Year" for Taxes: 2012; "Base Year" for Expenses: 2012.
1.06 "Term": A period of twenty-five (25) months. The Term shall commence on December 1, 2011
(the "Commencement Date") and shall expire on December 31, 2013 (the "Expiration Date"), subject to earlier
termination, if applicable, in accordance with the terms of this Lease.
1.07 "Security Deposit": $3,607.20.
1.08 "Broker(s)": Cushman & Wakefield of California, Inc. (James Estrada) representing Landlord.
Lincoln Property Company (Kevin McNeil and Brandon Rohe) representing Tenant.
1.09 "Permitted Use": General office purposes.
1.10 "Notice Addresses":
Landlord:
Tenant:
Western National Life Insurance Company Prior to Lease Commencement:
c/o AIG Asset Management Realm Group, LLC
Mortgage Lending and Real Estate 4590 MacArthur Boulevard, Suite 500
1 SunAmerica Center, 381h Floor Newport Beach, California 92660
Los Angeles, California 90067 Attention: Darrin Olson
Attention: Marla Campagna, Vice President
with a copy to:
Western National Life Insurance Company
c/o Lincoln Property Company
5 Hutton Centre Drive, Suite 120
Santa Ana, California 92707
Attention: Property Manager
After Lease Commencement:
Realm Group, LLC
1201 Dove Street, Suite 520
Newport Beach, California 92660
Attention: Darrin Olson
[FINAL EXECUTION COPY]
W02-WEST:1 PLW2\403937598.3
092211
-1-
1201 DOVE STREET
Realm Group, LLC
25W R-162219
12-20
Address for payment of Rent
Western National Life Insurance Company
c/o Lincoln Property Company
5 Hutton Centre Drive, Suite 120
Santa Ana, California 92707
Attention: Property Manager
1.11 "Landlord Work" means the installation of new carpet in the Premises, at Landlord's sole cost and
expense, using carpeting of a type and color selected by Tenant from Landlord's building standard options. The
Landlord Work shall be "Substantially Complete" upon the completion of the Landlord Work in the Premises, as
reasonably determined by Landlord.
1.12 "Parking": Tenant shall purchase a total of eight (8) parking passes for unreserved parking spaces
(the "Unreserved Parking Passes"), which Unreserved Parking Passes shall be at no cost to Tenant during the
initial Term, subject, however, to the payment of Expenses attributable to the parking areas and to the provisions
set forth in Section 28 below. 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 as set forth in Exhibit D to the Lease.
1.13 "Guarantor": None.
2. Commencement Date; Possession.
2.01 The Term of the Lease shall be as set forth in Section 1.06 above, commencing on the
Commencement Date and expiring on the Expiration Date, subject to earlier termination, if applicable, in
accordance with the terms of this Lease. Tenant shall have the right to access and use the Premises prior to the
Commencement Date, subject to and in accordance with the terms and conditions of Section 32 of Exhibit E
attached hereto.
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. Landlord shall not be
liable for any failure to deliver possession of the Premises or any other space due to the holdover or unlawful
possession of such space by any party. In such event, the Commencement Date for such space shall be
postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party.
3. Rent.
3.01 Rent. Upon execution of this Lease, Tenant shall pay to Landlord the sum of $2,905.80
constituting 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 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 Rata 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. In addition, past due Rent shall accrue interest at 12% 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.
3.02 Rent Abatement. Notwithstanding anything to the contrary contained herein and provided that
Tenant faithfully performs all of the terms and conditions of this Lease, and no Default (as defined in Article 18) by
Tenant occurs hereunder, Landlord hereby agrees that Tenant shall not be required to pay Monthly Base Rent for
the first (1") full month of the initial Term (the "Abatement Period"). During the 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 termination of this Lease in accordance with the
provisions of Article 19 hereof, then as a part of the recovery set forth in Article 19 of this Lease, Landlord shall be
entitled to the recovery of the Monthly Base Rent that was abated under the provisions of this Article 3.
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. 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. The Security Deposit is not an advance payment of Rent or a measure of damages.
[FINAL EXECUTION COPY] _2_ 1201 DOVE STREET
W02-WEST:1 PLW2\403937598.3 Realm Group, LLC
092211 25W R-162219
12-21
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 on demand 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 45 days after the later to occur of:
(a) payment of the final Rent due from Tenant; or (b) the later to occur of the Expiration Date or the date Tenant
surrenders the Premises to Landlord in compliance with Section 24. 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.
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 (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; (d) passenger elevator service; and (e) 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 through inclusion in Expenses (except as provided for excess usage). 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.
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 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 zone within the
Premises.
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 Lease is 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: (i) 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 the
central core areas of the Building; (ii) 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) (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 that, in Landlord's
reasonable judgment, are not standard office improvements and are of a nature that would require material removal
and repair costs (collectively referred to as "Required Removables"). 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.
9. 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. 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
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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) mechanical, electrical, plumbing and fire/life safety systems serving the Building in
general; (c) Common Areas; (d) roof of the Building; (e) 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 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. 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 10% 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
reasonable 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. 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 in Landlord's sole and absolute 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 sole
and absolute 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; (c) recapture the portion of the
Premises that Tenant is proposing to Transfer; or (d) elect to increase the Base Rent payable hereunder to the
Market Rent, as set forth below. 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.
"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. 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 $500.00 for
Landlord's review of any requested Transfer. Additionally, Tenant shall reimburse Landlord for all 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.
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 Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the
lien. Tenant shall reimburse Landlord for any amount paid by Landlord, 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 injury to 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 (e) 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, Tenant shall
indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities,
obligations, damages, penalties, claims, actions, 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 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.
14. Insurance.
14.01 Tenant shall obtain and maintain throughout the Term the following insurance ("Tenant's
Insurance"):
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(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 performed by or for the benefit of Tenant;
(c) Extra Expense, Loss of Income or Property/Business 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 One Million Dollars ($1,000,000.00) per
occurrence, and containing a waiver of subrogation endorsement in favor of Landlord;
(e) Commercial Automobile Liability insuring bodily injury and property damage arising from all
owned, non -owned and hired vehicles, if any, with minimum limits of liability of One Million Dollars ($1,000,000.00)
per accident; and
(f) with respect to improvements or alterations performed by Tenant within the Premises,
Builder's Risk insurance or an Installation Floater.
14.02 Any company writing Tenant's Insurance shall have an A.M. Best rating of not less than A:X 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, 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 CG 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 insureds/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.
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
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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 purchase in 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.
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.
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"); or
(b) Tenant's failure (other than a Monetary Default) 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, which notice shall be in satisfaction of,
and not in addition to, notice required by Laws (including, without limitation, Section 1161 of the California Code of
Civil Procedure), 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.
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;
(ii) 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;
(iii) 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 Tenant's 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 other amounts 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 (iii), 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
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(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).
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 its non -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 DEFICIENCY AND 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) 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 time before or during the Term, may relocate Tenant from the
Premises to space of reasonably comparable size and utility ("Relocation Space") within the Building or adjacent
buildings within the same project upon 60 days' prior written notice to Tenant. Expenses to be paid by Landlord are
limited to Tenant's reasonable and actual expenses resulting from the physical relocation of Tenant's materials 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.
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 200% of the fair market
gross rental for the Premises as reasonably determined by Landlord (which in no event shall be less than 200% 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 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 mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the
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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. 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 mail with return receipt requested, or sent by overnight or same day courier service at the
party's respective Notice Address(es) 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. 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.
27. 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. Landlord and Tenant hereby waive any right to
trial by jury in any proceeding based upon a breach of this Lease. 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 Majeure. 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, Property or Lease, including the Security
Deposit, and upon transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to
look solely to the successor in interest of Landlord for the performance of such obligations and the 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.
27.06 Quiet Enioyment; Binding Covenants. Tenant shall, and may peacefully have, hold and enjoy the
Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants
and agreements. 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
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a written agreement signed by Landlord and Tenant. This Lease shall be interpreted and enforced in accordance
with the Laws of the state or commonwealth in which the Building is located.
27.08 Authority; PATRIOT Act. Tenant represents and warrants to Landlord that each individual
executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the
entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled
by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order
13224 for the purpose of identifying suspected terrorists.
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.
28. Parking.
28.01 Tenant's Parking Passes. During the Term of this Lease, Tenant shall purchase from Landlord (at
no charge to Tenant during the initial Term as set forth in Section 1.12 above), 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. Landlord shall at all times have the right
to establish and modify the nature and extent of the parking areas for the Building and Property (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. Although there are currently no daily visitor parking charges, Landlord reserves the
right to impose such charges in the future.
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 (i) 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 (ii) 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 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, ignitability, 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
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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. Tenant further
acknowledges the disclosure by Landlord set forth on Exhibit F attached hereto.
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Landlord and Tenant have executed this Lease as of the day and year first above written.
LANDLORD:
WESTERN NATIONAL LIFE INSURANCE COMPANY,
a Texas corporation
By: AIG Asset Management (U.S.), LLC,
a Delaware limited liability company
its investment adviser
By: LPC West, LLC
a Delaware limited liability company
its manager
By: ,
n ayes
Its:Senior Vice President — Southern California
DRE # 01414126
BL DRE # 01305666
TENANT:
REALM GROUP, LLC,
a Delaware lity company
By:
Name: v iM c -n
Title: 9 h vr—I fi
By:
Name:
Title:
za-86(3s�r
Tenant's Tax ID Number (SSN or FEIN)
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iV
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EXHIBIT A
OUTLINE AND LOCATION OF PREMISES
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Exhibit A is intended only to show the general layout of the space Plan 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 to scale; any
measurements or distances shown should be taken as approximate.
TENANT'S INITIALS HERE: 1)0
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EXHIBIT B
EXPENSES AND TAXES
This Exhibit is attached to and made a part of the Lease by and between WESTERN NATIONAL LIFE
INSURANCE COMPANY, a Texas corporation ("Landlord") and REALM GROUP, LLC, a Delaware limited liability
company ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
1. 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.
1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with
a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior
calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than
the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall
either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next
becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any
overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated
Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case
may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses
or Taxes, any underpayment for the prior calendar year.
2. Expenses.
2.01 "Expenses" means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Project and the Property. Expenses include, without limitation:
(a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training,
retirement plans, pension plans and other employee benefits; (b) management fees; (c) the cost of equipping,
staffing and operating an on -site and/or off -site management office for the Project, provided if the management
office services 1 or more other buildings or properties, the shared costs and expenses of equipping, staffing and
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 Project, as applicable; (d) accounting costs; (e) the cost of
services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and
deductibles; (h) electricity, gas and other utility costs; (i) an administration and overhead fee (j) a property
management fee and (k) 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.
2.02 Expenses shall not include: depreciation; principal payments of mortgage and other non -operating
debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or
condemnation proceeds; costs in connection with leasing space in the Building, including brokerage commissions;
lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in
connection with the sale, financing or refinancing of the Building; fines, interest and penalties incurred due to the
late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the
entity which constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to
other tenants in the Building under their respective leases.
2.03 If at any time during a calendar year the Project is not at least 95% occupied or Landlord is not
supplying services to at least 95% of the total Rentable Square Footage of the Project, Expenses shall, at
Landlord's option, be determined as if the Project had been 95% occupied and Landlord had been supplying
services to 95% of the Rentable Square Footage of the Project. 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
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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.
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EXHIBIT C
(Intentionally Omitted)
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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 for the purposes for which 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.
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 are first approved in writing by
Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by
Landlord, at Tenant's 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. Notwithstanding the foregoing, Landlord
shall install and provide to Tenant building standard signage on Tenant's suite door, and lobby directory
signage, at Landlord's cost.
Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory
board or other directory device listing tenants, and no other directory shall be permitted unless previously
consented to by Landlord in writing.
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.
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 party 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.
8. 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;
(ii) 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
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premises used for general office purposes and are being used by Tenant in a safe manner and in
accordance with all 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 et 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.
15. 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 and exits 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.
[FINAL EXECUTION COPY]
W02-W EST:1 PLW2\403937598.3
092211
EXHIBIT D 1201 DOVE STREET
-2- Realm Group, LLC
25W R-162219
12-36
(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.
(iii) 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
(e) 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 be reported to the office of the parking areas
immediately.
(xi) 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 TENANT'S 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 or employees
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 (boots) 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.
[FINAL EXECUTION COPY]
W02-WEST:1 PLW2\403937598.3
092211
EXHIBIT D 1201 DOVE STREET
-3- Realm Group, LLC
25W R-162219
12-37
ADDITIONAL PROVISIONS
This Exhibit is attached to and made a part of the Lease by and between WESTERN NATIONAL LIFE
INSURANCE COMPANY, a Texas corporation ("Landlord") and REALM GROUP, LLC, a Delaware limited liability
company ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
32. Early Occupancv. Following full execution and delivery of this Lease and provided that the Landlord
Work is Substantially Complete, Tenant may access and use the Premises prior to the Commencement Date,
subject to and in accordance with terms of this Section 32 and such early access and occupancy period may be
referred to herein as the "Early Occupancy Period". Tenant's entry into and use of the Premises during the Early
Occupancy Period shall be subject to (i) Landlord's receipt of the first (1s) monthly installment of Base Rent
pursuant to Article 3, and Tenant's Security Deposit (to be maintained pursuant to the terms of Section 5 of this
Lease), and (ii) Landlord's receipt of insurance certificates evidencing that Tenant is carrying the insurance required
to be carried by Tenant pursuant to the terms of Section 14 of this Lease, and all of the terms and conditions of the
Lease shall apply, provided that Tenant shall not be obligated to pay Base Rent or Tenant's Pro Rata Share of
Expenses and Taxes for the Premises until the occurrence of the Commencement Date. However, during such
Early Occupancy Period, Tenant shall pay to Landlord all other sums and charges required to be paid by Tenant
under the Lease (such as charges for additional services provided to the Premises so occupied, pursuant to Article
6 of this Lease), and shall be subject to all applicable laws, regulations and codes then in place governing such
occupancy and use. Subject to the foregoing, during such Early Occupancy Period, Tenant shall be liable to
Landlord for any damage to any portion of the Premises, caused by Tenant or any of Tenant's employees, agents,
contractors, consultants, workmen, mechanics, suppliers and invitees. In addition, Tenant shall hold Landlord
harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises
and against injury to any persons caused by Tenant's entry or occupancy during the Early Occupancy Period.
[FINAL EXECUTION COPY] EXHIBIT E 1201 DOVE STREET
W02-WEST:1 PLW2\403937598.3 -1- Realm Group, LLC
092211 25W R-162219
12-38
i
ASBESTOS NOTIFICATION
This Exhibit is attached to and made a part of the Lease by and between WESTERN NATIONAL LIFE
INSURANCE COMPANY, a Texas corporation ("Landlord") and REALM GROUP, LLC, a Delaware limited liability
("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
California law requires every owner of a commercial, industrial or multi -tenant building(s) to provide written notice
concerning the presence of asbestos containing construction materials in the building to its tenants, vendors and
contractors. In accordance with that requirement, this notice is to inform you that asbestos containing construction
materials are present in the Building referenced above. The presence of asbestos materials in buildings such as
this is not unusual. Because of its excellent fire retardant and acoustical insulation qualities, asbestos was
commonly used in buildings constructed prior to 1980.
The presence of asbestos materials has been confirmed by that certain Phase I Environmental Assessment for the
Building dated May 1, 2007, issued by EMG Corp (the "Phase I"). The Phase I included review of previous
environmental reports and Building records, and a Building inspection. Based on the Phase I, asbestos -containing
materials ("ACM") were detected in the Drywall and associated finishing compounds (Chrysotile), Exterior Stucco
(Chrysotile), Flooring and mastic consisting of various styles, (Chrysotile), Spray -applied fire -proofing and ceiling
tile, TSI elbows, baseboard/mastic and roofing materials.
The mere presence of ACM does not necessarily present a health hazard. Hazards exist when asbestos materials
are damaged and fibers are released into the air. Exposure to airborne asbestos fibers can cause lung disease,
cancer and other serious illnesses. To prevent damage to asbestos containing materials, moving, drilling, boring,
penetrating ceiling or otherwise disturbing those materials should not be attempted; specifically, the following
precautions must be taken by all Building users at 1201 Dove Street, Newport Beach, California:
All Building and/or tenant vendors (telephone, cable, computer, contractors, etc.) must contact the
Building's property manager prior to commencing work in the Building.
At no time should any person disturb the ACM in the areas indicated above. If you believe there exists any
reason for you to go in these areas listed above, DO NOT DO SO. Consult your property manager.
California law requires that contractors provide a copy of an asbestos notice to their sub -contractors and
employees working at the Building. You may therefore wish to send a copy of this notice to each of these persons.
California law also requires persons in the course of doing business whose activities may result in exposures to
asbestos and other substances regulated under the Safe Drinking and Toxic Enforcement Act of 1986, commonly
referred to as Proposition 65, to provide a clear and reasonable warning. Accordingly, you are advised as follows:
WARNING: The areas within the Building that are described above contain a substance known to the State
of California to cause cancer.
If you have any questions regarding this notice, you may contact the property manager.
[FINAL EXECUTION COPY]
W02-W EST:1 PLW2\403937598.3
092211
EXHIBIT F
-1-
1201 DOVE STREET
Realm Group, LLC
25W R-162219
12-39
FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of
1 041mbe.✓ [—`'A , 2013, by and between BREIOC PROPERTY HOLDINGS, L.L.C., a Delaware
limited liability company ("Landlord"), and REALM GROUP, LLC, a Delaware limited liability
company ("Tenant").
RECITALS
A. Landlord (as successor in interest to Western National Life Insurance Company, a Texas
corporation) and Tenant are parties to that certain lease dated September 23, 2011 (the "Original
Lease"), as previously amended by Acceptance of Office Space dated October 5, 2011 (as amended,
the "Lease"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing
approximately 2,004 rentable square feet (the "Premises") described as Suite No. 520 on the fifth
(5'') floor of the building commonly known as 1201 Dove located at 1201 Dove Street, Newport
Beach, California (the "Project").
B. The Lease will expire by its terms on December 31, 2013 (the "Existing Expiration Date"), and the
parties wish to extend the term of the Lease on the following terms and conditions.
NOW, THEREFORE, in consideration of the above recitals which by this reference are
incorporated herein, the mutual covenants and conditions contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree
as follows:
1. Extension. The term of the Lease is hereby extended through March 31, 2017 (the "Extended
Expiration Date"). The portion of the term of the Lease beginning January 1, 2014 (the "Extension
Date") and ending on the Extended Expiration Date shall be referred to herein as the "Extended
Term".
2. Base Rent. Effective with respect to the period from and after December 1, 2013, Section 1.03,
"Base Rent" of the Original Lease shall be deleted in its entirety and the following schedule of
Base Rent shall be substituted therefore:
Period
Annual Rate Per Square
Monthly Base Rent
Foot (rounded to the
nearest 100'' of a dollar
December 1, 2013 through
$24.60
$4,108.20
November 30, 2014
December 1, 2014 through
$25.34
$4,231.78
November 30, 2015
December 1, 2015 through
$26.09
$4,357.03
November 30, 2016
December 1, 2016 through
$26.88
$4,488.96
March 31, 2017
All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.
BASE RENT ABATEMENT. Notwithstanding anything in this Section of this Amendment to
the contrary, so long as Tenant is not in Default (as defined in Section 18 of the Original Lease),
Tenant shall be entitled to an abatement of Base Rent in the amount of $4,108.20 per month for
three (3) consecutive full calendar months applicable to the months of December 2013, January
2014 and February 2014 (the "Base Rent Abatement Period"). The total amount of Base Rent
abated during the Base Rent Abatement Period shall equal $12,324.60 (the "Abated Base Rent").
If Tenant Defaults in its obligation to pay any Rent due under the Lease at any time during the
remainder of the initial Term or the Extended Term and fails to cure such Default within any
applicable cure period under the Lease, all unamortized Abated Base Rent (i.e. based upon the
amortization of the Abated Base Rent in equal monthly amounts during the remainder of the initial
Term and the Extended Term, without interest) shall immediately become due and payable. The
payment by Tenant of the Abated Base Rent in the event of a Default shall not limit or affect any
of Landlord's other rights, pursuant to this Amendment, the Lease or at law or in equity. During
the Base Rent Abatement Period, only Base Rent shall be abated, and all Additional Rent (as
defined in Section 3.01 of the Original Lease) and other costs and charges specified in this
Amendment and/or the Lease shall remain as due and payable pursuant to the provisions of this
Amendment and/or the Lease.
CAUSER&STUMPMESKTOPIREALM GROUP 1A2.DOC
October 24, 2013
12-40
3. Additional Security Deposit. No increase in the Security Deposit shall be required in connection
with this Amendment.
4. Expenses and Taxes. With respect to the period from and after December 1, 2013, Tenant shall pay
for Tenant's Pro Rata Share of Expenses and Taxes in accordance with the terms of the Lease;
provided, however, effective as of December 1, 2013, the Base Year for Expenses and Taxes shall be
2014.
Improvements to Premises.
5.1. Configuration and Condition of Premises. Tenant acknowledges that it is in possession of
the Premises and agrees to accept it "as is" without any representation by Landlord regarding
its configuration or condition and without any obligation on the part of Landlord to perform
or pay for any alteration or improvement, except as may be otherwise expressly provided in
this Amendment.
5.2. Responsibility for Improvements to Premises. Landlord shall perform improvements to
the Premises in accordance with the Work Letter attached hereto as Exhibit A.
6. Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the date of this
Amendment (unless different effective date(s) is/are specifically referenced in this Section), the
Lease shall be amended in the following additional respects:
6.1. Parking. During the remainder of the initial Term and the Extended Term Tenant shall
retain its exiting parking rights as set forth Section 1.12 and Section 28 of the Original
Lease; provided, however, Tenant, upon 30 days prior written notice to Landlord, shall
have the right to convert one (1) of its Unreserved Parking Passes into a reserved parking
pass (the "Conversion Pass"). Tenant shall pay Landlord the prevailing monthly charge
for any Conversion Pass (currently $90.00 per month). Tenant shall not be required to
pay for any Unreserved Parking Passes during the 40 month period beginning on
December 1, 2013 and ending on the Extended Expiration Date.
6.2. Notice Address to Landlord. Any notice required under the Lease to be given to Landlord
shall be sent to the following addresses:
BREIOC PROPERTY HOLDINGS, L.L.C.
c/o Equity Office
19700 Fairchild Road
Suite 260
Irvine, CA 92612
Attn: Property Manager
with copies to:
BRE/OC PROPERTY HOLDINGS, L.L.C.
c/o Equity Office
Two North Riverside Plaza
Suite 2100
Chicago, 1L 60606
Attn: Managing Counsel
and
Equity Office
Two North Riverside Plaza
Suite 2100
Chicago, IL 60606
Attn. Lease Administration
6.3. Building Services Hours. The Building Service Hours set forth in Section 6., `Building
Services" of the Original Lease shall be expanded to include the hours of "9:00 A.M. to
1:00 P.M., on Saturday".
6.3. Relocation. Section 21., "Relocation" of the Original Lease is hereby deleted in its
entirety and replaced with the following Section 21:
"Landlord, at its expense, at any time before or during the Term, may relocate Tenant
from the Premises to space of reasonably comparable size and utility (the "Relocation
GAtJSERSISTUMPCIDESKTOPIREALM GROUP 1A2.DOC
October 24, 2013
12-41
Space") within the Building (but not the adjacent Redstone Plaza building) upon 90 days
prior written notice to Tenant. Landlord, at its sole cost and expense, shall be responsible
for moving Tenant from the Premises to the Relocation Space. Without limitation,
Landlord shall be responsible for: (i) the cost of any alterations or improvements to the
Relocation Space that are required to make such space of reasonably comparable size and
utility to the Premises; (ii) the cost of moving Tenant's furniture, fixtures, equipment and
other personal property from the Premises to the Relocation Space; (iii) the cost of
telecommunication and data cabling to be installed in the Relocation Space, including,
without limitation, the cost of disconnecting and reconnecting Tenant's computers,
telephones and servers with a contractor reasonably approved by Tenant; and (iv) the cost
of replacing any stationary on -hand at the time of Landlord's notice of relocation, 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. Notwithstanding
anything herein to the contrary: (i) Landlord shall not be entitled to provide Tenant with
notice of relocation during the period beginning September 1, 2013 through and
including September 30, 2014; and (ii) Landlord shall not have the right to relocate
Tenant unless, in connection with such relocation, Landlord has entered into a lease or
amendment pursuant to which a new or existing third party tenant in the Project will be
leasing not less than 6,000 rentable square feet on the 5`h floor of the Building, inclusive
of all or a portion of the Premises. Notwithstanding the foregoing, if Landlord provides
Tenant with a notice of relocation and Tenant, in its reasonable judgment, determines that
the Relocation Space is not of reasonably comparable size and utility when compared to
the Premises (and cannot be made to be comparable by the performance of alterations and
improvements by Landlord), Tenant shall have the right to terminate this Lease by giving
written notice of termination to Landlord within 10 days after the date of Landlord's
notice of relocation to Tenant. Tenant's notice of termination shall set forth the reasons
why Tenant believes the Relocation Space is not comparable to the Premises. Such
termination shall be effective 60 days after the date of Landlord's notice of relocation,
provided that Landlord, within 10 days after receipt of Tenant's notice of termination,
shall have the right to withdraw its notice of relocation. In such event, this Lease shall
continue in full force and effect as if Landlord had never provided Tenant with a notice of
relocation."
6.4. No Options. The parties hereto acknowledge and agree that during the Extended Term
Tenant shall have no rights to extend the term of the Lease, or expand, terminate or contract
the Premises. The parties agree that any rights existing in the Lease to extend the term of the
Lease, or expand, terminate or contract the Premises shall be deleted in their entirety and are
of no further force and effect.
7. Miscellaneous.
7.1. This Amendment and the attached exhibit, which are hereby incorporated into and made a
part of this Amendment, sets forth the entire agreement between the parties with respect to
the matters set forth herein. There have been no additional oral or written representations or
agreements. Tenant shall not be entitled, in connection with entering into this Amendment,
to any free rent, allowance, alteration, improvement or similar economic incentive to which
Tenant may have been entitled in connection with entering into the Lease, except as may be
otherwise expressly provided in this Amendment.
7.2. Except as herein modified or amended, the provisions, conditions and terms of the Lease
shall remain unchanged and in full force and effect.
7.3. In the case of any inconsistency between the provisions of the Lease and this Amendment,
the provisions of this Amendment shall govern and control.
7.4. Submission of this Amendment by Landlord is not an offer to enter into this Amendment but
rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this
Amendment until Landlord has executed and delivered it to Tenant.
7.5. Capitalized terms used but not defined in this Amendment shall have the meanings given in
the Lease.
7.6. Tenant shall indemnify and hold Landlord, its trustees, members, principals, beneficiaries,
partners, officers, directors, employees, mortgagee(s) and agents, and the respective
principals and members of any such agents harmless from all claims of any brokers (other
Lincoln Property Company) claiming to have represented Tenant in connection with this
CAUSERSISTUMPMESKTOPIREALM GROUP 1A2.DOC
October 24, 2013
12-42
Amendment. Landlord shall indemnify and hold Tenant, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and the respective
principals and members of any such agents harmless from all claims of any brokers (other
CBRE) claiming to have represented Landlord in connection with this Amendment. Tenant
acknowledges that any assistance rendered by any agent or employee of any affiliate of
Landlord in connection with this Amendment has been made as an accommodation to
"tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not
as agent for Tenant.
[SIGNATURES ON FOLLOWING PACE]
C:IUSERS%STUMPCIDESKTOPIREALM GROUP 1A2.DOC
October 24, 2013
12-43
IN WITNESS WHEREOF, Landlord and Tenant have duty executed this Amendment as of the
day and year first above written.
LANDLORD:
BRE/OC Property Holdings, L.L.C., a Delaware limited
liability company
By: .�
Narfi�e*
e:Frank Campbell
TENANT:
REALM GROUP, L a Delaware limited liability
company
By. -
Name: �Gl'`t'N d�d�
Title:Ghg�
CAUSERSISTUMPC\DESKTOP%REALM GROUP 1A2.DOC
October 24, 2013
5
12-44
EXHIBIT A
WORK LETTER
As used in this Exhibit A (this "Work Letter"), the following terms shall have the following
meanings: "Agreement" means the Amendment of which this Work Letter is a part, "Tenant
Improvements" means all improvements to be constructed in the Premises pursuant to this Work Letter.
"Tenant Improvement Work" means the construction of the Tenant Improvements, together with any
related work (including demolition) that is necessary to construct the Tenant Improvements. Landlord
and Tenant acknowledge that, as of the date of this Agreement, Landlord and Tenant have not yet
determined the scope of the Tenant Improvement Work to be performed by Landlord.
ALLOWANCE.
1.1 Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the
"Allowance") in the amount of $6,012.00 (i.e., $3.00 per rentable square foot of the Premises) to be
applied toward the cost of the (a) Tenant Improvement Work and/or (b) a credit against Base Rent coming
due under the Lease from and after February 28, 2014 and/or (e) the cost of purchasing furniture, fixtures,
and equipment to be used in the Premises by Tenant. Tenant, by written notice to Landlord (the
"Allowance Notice") shall advise Landlord of the manner in which Tenant desires to apply the
Allowance. Any portion of the Allowance that is applied toward the cost of the Tenant Improvement
Work shall be disbursed in accordance with Section 1.2 below. Any portion of the Allowance that is
applied as a credit against Base Rent shall be applied against the installment of Base Rent for March,
2014 and, if necessary, consecutive calendar months thereafter. Any portion of the Allowance that is
applied toward the cost of purchasing furniture, fixtures, and/or equipment to be used in the Premises
shall be disbursed to Tenant within 30 days after the later to occur of. (x) receipt of paid invoices from
Tenant with respect to Tenant's actual costs of purchasing the furniture, fixtures, and/or equipment to be
used in the Premises as described above, and (y) the Extension Date; provided that Tenant shall also be
required to provide Landlord with final waivers of mechanics liens with respect to any items that relate to
work of a type for which a mechanics lien could be potentially be filed. Tenant shall be responsible for all
costs associated with the Tenant Improvement Work, including the costs of the Allowance Items, to the
extent such costs exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is
required to disburse for such purpose pursuant to this Work Letter.
1.2 Disbursement of the Allowance. The Allowance shall be disbursed by Landlord only for
the following items (the "Allowance Items"): (a) [Intentionally Omitted]; (b) plan -check, permit and
license fees relating to performance of the Tenant Improvement Work; (c) the cost of performing the
Tenant Improvement Work, including after hours charges, testing and inspection costs, freight elevator
usage, hoisting and trash removal costs, and contractors' fees and general conditions; (d) the Landlord
Supervision Fee (defined in Section 3.2.2 below); and (e) sales and use taxes.
2 TENANT IMPROVEMENT WORK AND PRICING.
2.1 Scope of Tenant Improvement Work. Upon request from Tenant, Landlord shall work with
Tenant in good faith to determine the scope of Tenant Improvement Work that Tenant desires to have
performed in the Premises. As necessary, Landlord, at Tenant's cost (subject to the Allowance) shall retain
an architect/space planner to assist Landlord and Tenant in the preparation of plans for the Tenant
Improvement Work desired by Tenant. All such Tenant Improvement Work shall be subject to the
reasonable approval of Landlord. Tenant shall be responsible for ensuring that all elements of the design
of the Tenant Improvement Work are suitable for Tenant's use of the Premises, and neither the
preparation nor the approval of the Plans by Landlord shall relieve Tenant from such responsibility.
2.2 Construction Pricing. Following agreement by Landlord and Tenant on the plans for the
Tenant Improvement Work (the "Plans"), Landlord shall provide Tenant with Landlord's reasonable
estimate (the "Construction Pricing Proposal") of the cost of all Allowance Items to be incurred by
Tenant in connection with the performance of the Tenant Improvement Work. Tenant shall provide
Landlord with notice approving or disapproving the Construction Pricing Proposal. If Tenant disapproves
the Construction Pricing Proposal, Tenant's notice of disapproval shall be accompanied by proposed
revisions to the Plans that Tenant requests in order to resolve its objections to the Construction Pricing
Proposal, and Landlord shall respond as required under Section 2.3 below. Such procedure shall be
repeated as necessary until the Construction Pricing Proposal is approved by Tenant. Upon Tenant's
approval of the Construction Pricing Proposal, Landlord may purchase the items set forth in the
Construction Pricing Proposal and commence construction relating to such items.
2.3 Revisions to Plans. The Plans shall not be revised without Landlord's agreement, which
agreement may be withheld or conditioned in Landlord's reasonable discretion. If Tenant requests any
revision to the Plans, Landlord shall provide Tenant with notice approving or disapproving such revision,
12-45
and, if Landlord approves such revision, Landlord shall have such revision made and delivered to Tenant,
together with notice of any resulting change in the most recent Construction Pricing Proposal, if any,
within ten (10) business days after Landlord's receipt of such request if such revision is not material, and
within such longer period of time as may be reasonably necessary if such revision is material, whereupon
Tenant, within one business day, shall notify Landlord whether it desires to proceed with such revision.
If Landlord has commenced performance of the Tenant Improvement Work, then, in the absence of such
authorization, Landlord shall have the option to continue such performance disregarding such revision.
2.4 Time Deadlines. Tenant shall use its best efforts to cooperate with Landlord and its
contractors and other consultants to provide any necessary approvals relating to the Plans and the
Construction Pricing Proposal in a timely manner.
3 CONSTRUCTION.
3.1 Contractor. A contractor designated by Landlord (the "Contractor") shall perform the
Tenant Improvement Work. In addition, Landlord may select and/or approve of any subcontractors,
mechanics and materialmen used in connection with the performance of the Tenant Improvement Work.
3.2 Construction.
3.2.1 Over -Allowance Amount. If the Construction Pricing Proposal exceeds the
available Allowance, then, concurrently with its delivery to Landlord of approval of the Construction
Pricing Proposal, Tenant shall deliver to Landlord cash in the amount of such excess (the "Over -
Allowance Amount"). Any Over -Allowance Amount shall be disbursed by Landlord before the
Allowance and pursuant to the same procedure as the Allowance. If, after the Construction Pricing
Proposal is approved by Tenant, any revision is made to the Plans or the Tenant Improvement Work that
increases the Construction Pricing Proposal, or if the Construction Pricing Proposal is otherwise increased
to reflect the actual cost of all Allowance Items to be incurred by Tenant in connection with the
performance of the Tenant Improvement Work pursuant to the Plans, then Tenant shall deliver any
resulting Over -Allowance Amount (or any resulting increase in the Over -Allowance Amount) to
Landlord immediately upon Landlord's request.
3.2.2 Landlord's Retention of Contractor. Landlord shall independently retain the
Contractor to perform the Tenant Improvement Work in accordance with the Plans. Tenant shall pay a
construction supervision and management fee (the "Landlord Supervision Fee") to Landlord in an
amount equal to five percent (5%) of the aggregate amount of all Allowance Items other than the
Landlord Supervision Fee,
3.2.3 Contractor's Warranties. Tenant hereby waives all claims against Landlord
relating to any latent defects in the Tenant Improvement Work. Notwithstanding the foregoing or any
contrary provision of the Lease, if, within eleven (11) months after substantial completion of the Tenant
Improvements, Tenant provides notice to Landlord of any latent defect in the Tenant Improvements,
Landlord shall, at its option, either (a) assign to Tenant any right Landlord may have under the
Construction Contract (defined below) to require the Contractor to correct, or pay for the correction of,
such latent defect, or (b) at Tenant's expense, use reasonable efforts to enforce such right directly against
the Contractor for Tenant's benefit. As used in this Work Letter, "Construction Contract" means the
construction contract between Landlord and the Contractor pursuant to which the Tenant Improvements
will be constructed.
4 COMPLETION. Tenant acknowledges and agrees that the Tenant Improvement Work may be
performed during Building Service Hours before or after the Extension Date. Landlord and Tenant shall
cooperate with each other in order to enable the Tenant Improvement 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 contrary provision of this Agreement, any delay in the completion of the
Tenant Improvement Work or inconvenience suffered by Tenant during the performance of the Tenant
Improvement 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.
12-46
5 MISCELLANEOUS. Notwithstanding any contrary provision of this Agreement, if Tenant
defaults under this Agreement before the Tenant Improvement Work is completed, Landlord's obligations
under this Work Letter shall be excused until such default is cured and Tenant shall be responsible for any
resulting delay in the completion of the Tenant Improvement Work. This Work Letter shall not apply to
any space other than the Premises.
6 LANDLORD WORK. Landlord shall cause the construction or installation of the following items
in a good and workmanlike manner using Building -standard materials, methods and finishes (collectively,
the "Landlord Work"):
(a) Paint all interior walls within the Premises using one (1) coat of Building
standard point in a Building standard color and finish.
Notwithstanding any contrary provision of this Agreement, the Landlord Work shall be performed at
Landlord's expense without deduction from the Allowance and shall not be deemed Tenant
Improvements or Tenant Improvement Work.
12-4 7
SECOND AMENDMENT
'I'IIIS SECOND AMENDMENT (this "Amendment') is made and entered into as of
MQYCH 2 q4h m3 2017, by and between .BRElOC PROPERTY ROLDINGS.L.L.C., a Delaware
limited liability company ("Land lard"), and REALM GROtP, LLC, a Delaware limited liability
company ("Tenant").
RECITALS
A. Landlord (as successor in interest to Western National Life Insurance Company; a Texas
corporation) and Tenant are parties to that certain lease dated September23, 2011, as previously
amended by die First Amendment dated November 13, 2013 (the "first Amendment") (as
amended; die "Lease"). Pursuant to the Lease, Landlord has leased to Tenant space (tile
"Premises") described as Suite 520 on the 50' door of the building cotnmonly.knowrt as 1201 Dove
Street located at 1201 Dove Street, Newport Beach, California 92660 (tire "Building'').
13, Tile Lease will expire by its terms on March 31, 2017 (the "Existing Expiration Date"), and the
parties wish to extend the term of the. Lease on the following terms and conditions.
C, The. [-ease describes the Premises as containing approximately 2,004 rentable square feet and the
Building. as containing approximately 82,007 rentable square feet. Landlord has re -treasured the
Premises and the Building and tltc parties have agreed to amend the lease to reflect the results of
such re -measurement.
NOW, THEREI+OR'U, in consideration of the above recitals which by this reference are
incorporated herein, the mutual covenants and conditions contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree
as follows:
Re -measurement of Premises. and Buildine. Landlord arid Tenant acknowledge and agree that
(a) Landlord has re -measured the Premises and the Building, and, according to such re -measurement,
(i) the rentable area. of the Premises is 2,043 rentable square feet, and {ii) the rentable area of the
Building is 82,190 square feet;. and (b) from and alter the Second Extension Date (delined in
Section 2 .below), (i) the rentable areas of the Premises and the Building shall be deemed to be the.
square footages set forth in the preceding clause (a). and (ii),renant':s Pro Rata Share shall be
2.4857°7o.
2. Extension. The term of the Lease is hereby extended through .March31, 2020 (the "Second
Extended Expiration Date".), Theportion of the term of the Lease beginning on the: date
immediately follo`a<ing the Existing .Expiration Date (the "Second Extension Date") and ending on
die Second Extended Expiration Date shall be referred to herein as the "Second Extended "Perm".
Base Rent. During the Second Extended Term; the schedule of Base Rent shall be as follows,
Period of Second Extended
Terns
Annual Rate Per Square
Foot (rounded to the
nearest 100"' of a dollar)
Monthly Base Rent
4/ 1 / 17 — 3/31/18
$31.20
$5,3 l I.80
4/ 1./l 8 — M I/19
$32,14
S5,471, 84
411119 — 3131 /20
$33.10
$5 635,28
All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.
Notwithstanding tlrc. foregoing, Base Rent shall be abated, in the amount of$5,31 1.90 per month,
for the first two (2) full calendar months of the Second Extended Term; provided, however, that if
a Default exists when any such abatement would otherwise apply, such abatement shall be
delcrred until the date; ifany, on which such Default is cured.
4, Security Deposit. No additional security deposit shall be required in connection. with this
Amendment.
5. Expenses and Taxes. During the Second Extended Term, Tenant shall pay for Tenant's Pro Rata
Share of Expenses and Taxes in accordance with the tenns of the Lease; provided, however, that
during the Second Extended Term; the Base Year for Expenses and Taxes shall be 2017.
12-48
6. Improvements to Premises.
6,1. Configuration and Condition of Premises. Tenant acknowledges that it is in possession of
the Premises and agrees to accept them "as is" without any representation by landlord
regarding their configuration or condition and without any obligation on the part of landlord
to perform or pay for any alteration or improvement; except as may be otherwise expressly
provided in this Amendment
6.2, Responsibility for Improvements to Premises.. Landlord shall perform improvements. to
the Premises in accordance with the Work Letter attached hereto as Exhibit A.
6.3 General Use Allowance. Landlord shall provide Tenant with a one -tinge allowance; in the
anlount.of.S8,172.00 (i.e., S4.00 per rentable square foot of the Premises) (the `'Gencraf i Sc
Allowance"), to be applied toward payment of (a) the reasonable costs of.any improvements
to the Premises performed by Tenant in accordance with the terms of the Lease. (b) the
reasonable costs of purchasing; and/or installing Tenant's furniture, fixtures, Lines .and/or
equipment in the Premises, or (c) Base Rent next coming due under the Lcase (such Base.
Rent not to exceed S6,129.00 (Le., S3.00 per rentable square foot of the Premises)). Any
portion of the General Use Allowance that'renant is entitled to use pursuant to clause (a) of
the preceding sentence shall be disbursed by Landlord to Tenant within 30 days alter the
latest .of (i) the completion (in accordance with any applicable approved plans and
specifications) of the work described therein; (ii) Landlord's receipt of (A) copies of all
third -party contracts (including change orders) pursuant to which such work has been
performed, and :(B) paid invoices from all parties providing labor or materials in connection
with such work, together with executed unconditional mechanic's lien releases satisfying
any applicable requirements of Law, as reasonably determined by Landlord; (fii) to the
extent applicable, Tenant's deliver), to Ltuldlord of"as built" drawings (in CAD fonnat, if
requested by Landlord), or (iv) Tenant's compliance with Landlord's standard "close-out"
requirements regarding city approvals, closeout tasks, Tenant's contractor, financial close-
out matters, and Tenant's vendors. Any portion of the General Use Allowance thal'fenant is
entitled to use pursuant to clause (b) of the first sentence of this Section 6.3 shall be
disbursed by Landlord to Tenant within 30 days after Landlord's receipt of paid invoices
from Tenant with respect to. the costs described therein. Any portion o f the Allowance ,that
Tenant uses pursuant to clause (c) of the first sentence of this Section 6.3 shall be
disbursed by Landlord to pay Base Rent next coming due at least 30 days after Tenant's
request. Notwithstanding the foregoing, (x) Landlord shall not be required to .disburse any
portion of tile General Use Allowance when a default exists, and (y) iffenantfails to use the
entire General Use Allowance by March 31, 2018, the unused amount shall revert to
Landlord and Tenant shall have no. further rights with respect thereto,
Other Pertinent Provisions. Landlord and 'Tenant agree that. efTective as of the date of this
Amendment (unless different effective datc(s.) is/are specifically referenced: in this Section), the
Lease shall be amended in the following additional respects:
7.1. Landlord's Notice. Address. Effective as of the date hereof, Landlord's Notice Address is
the following;.
BRIE/OC PROPERTY HOLDINGS LJ_C.
c/o Equity Office
970 W. 190th Street, Suite I l0.
Torrance, CA 90502
Attn: Regional Finance Group - MLA
with copies to:
BRr/OC PROPERTY HOLDINGS L,L..C.
c/o Equity Office
IS10 Gateway Drive, Suite 230
San Mateo, California 94404
Attw Managing Counsel
and
BRE/OC PROPERTY HOLDINGS l.. L.C.
0/6 Equity Office
222 S. Riverside Plaza, Suite 20.00..
Chicago, II, 60606-6115
Attn: Lease Administration
12-49
7.2. Parking.
A, Ieginning (in the Second Extension Date, Section 1,.12 of the Lease, entitled
"Parking," shall be amended in its entirety to read as follows:
"Tenant shrill purchase the following parking passes at the following rates,
subject to the provisions set forth in Section 28.
Eight (8) unreserved parking passes at the rate o I(i) $0.00 per pass
per month during Second Extended Term, and (ii) Landlord's
prevailing rate during any extension or renewal'renn.
Zero,(0) reserved parking passes, at the rate of I31A per 'pass per
month.
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 set inrth as set forth in Exhibit D to
the Lease."
B. Beginning on the Second .Extension Date, Section & I of the First Amendment;
entitled "Parking," is hereby deleted in its entirety from the lease.
7.3. Energy Consumption Reporting. If Tenant (or any party claiming by, through or under
Tenant) pays directly to the. provider :far any energy consumed at the I3uilding, Tenant,
promptly upon request, shall deliver to Landlord (or, at Landlord's option, execute and
deliver to Landlord an insLr urient enabling Landlord .to obtain from such provider) any data
about such consumption that Landlord, in its reasonable judgment, is required to disclose to
a prospective buyer, tenant or mortgage lender under any applicable law.
7A California Civil Code Section 1938. Pursuant to California Civil Code § 1938(a),
Landlord hereby states that the Premises have not undergone inspection by a Certified
Access Specialist (CASp) (defined in California Civil -Code § 55.52).- Accordingly,
pursuant to California Civil Code,. 1938(e), Landlord hereby furtherstates. as follows:
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 irony obtaining a
CASp inspection of the subject premises for the occupancy or potential occupancy
of die lessee or tenant, if requested by the lessee or tenant. The parties shall
mutually agree on the arrangements 1Ur 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.
in accordance with the foregoing, Landlord and Tenant agree that if -Tenant requests a
CASp inspection of the. Premises, then Tenant shall pay (i) the fee for such inspection.
and (if) except as may be otherwise expressly provided in this Amendment, the cost of
making any repairs necessary to correct violations of construction -related accessibility
standards within the Premises.
7.5 Liability Insurance. The second and third sentences of Section 14.01(a) of the Lease are
hereby replaced with the following:
"Such insurance must have the following limits of liability: combined primary
and excesslumbrella limits of at least $2,000,000 each occurrence and $.3,000,000
annual aggregate."
7.6. Waiver of Subrogation. The first sentence of Section 15 of the Lease is hereby
amended. by replacing the words "the other for" with the words "the other party and ,its
employees and agents for." For purposes of Section 15 of the .Lease, as. amended by the
preceding sentence, (a) any deductible with respect to aparty's insurance shall be deemed
covered by, and recoverable by such party under, valid and collectable policies of
insurance; and (b) any contractor retained by Landlord to install, maintain or monitor a
12-50
fire or security alarm for the Building shalt, be deemed an agent of Landlord
7.7. Compliance with Law. Without limiting Tenant's obligations undcr.the Lease, if, as a
result of Tenant's performance of any work (including any Alteration, repair or
maintenance), Landlord becomes required under Law to perform any inspection or give
any notice relating to the Premises or such work, or to ensure that such work is performed
in any particular mariner, Tenant shall comply with such requirement on Landlord's
behalf and promptly thereafter provide Landlord with reasonable documentation of such
compliance. For the avoidance of doubt, the preceding sentence shall not apply to any
work performed by Landlord for Tenant's benefit, including the Tenant Improvement
Work, If a change to any Common Area, the Building structure;. or any Building system
located outside of and not exclusively serving the Promises becomes. required under Law
(or if any such requirement is enforced) as a result of any improvement or alteration or
the Premises, or as a result of any particular use of the Premises (as distinguished from
general office use), then Tenant, upon demand; shall (x) at Landlord's option, either
make such change at Tenant's cost or pay Landlord die cost of making such change, and
(y) pay Landlord a coordination fee equal to 5% ofthec.ost ofsuch change,
7.8, Base Year Expenses. Notwithstanding any contrary provision of the Lease, :Expenses
for the Base Year shall. exclude (a) any market -.vide cost increases resulting from
extraordinary circumstances, including Force Maieure, boycotts, strikes, conservation
surcharges, embargoes or shortages, and (b) at.Landlord's option, the cost of any repair
or replacement that Landlord reasonably expects will not recur on an annual or more
f equcm basis.
8. Miscellaneous.
8.1. This Amendment and the attached exhibits, which are hereby incorporated into and made
a part of this Amendment, set forth the entire agreement between the parties with respect to
the matters 'set forth herein. There have been no additional oral or written representations or
agrecmcnts. Tenant shall not be entitled; in connection with entering into this Amendment,
to any free rent, allowance, alteration, improvement or similar economic incentive to which
Tenant may have been entitled in connection with entering into the Lease, except as may be
otherwise expressly provided in.this Amendment.
8.2. Except as herein modified or :amended, the provisions, conditions and terms of the. Lease
shall .remain unchanged and in kill force and effect.
83. In the case of any inconsistency between the provisions of the Lease and this Amendment,
the provisions of this Amendment shall govern and control.
8:4. Submission ofthis Amendment by Landlord is not an offer to enter into this Amendment but
rather is a solicitation for such an offer by 'tenant. Landlord shall not be bound by this
Amendment Until Landlord has executed and delivered it to Tenant.
8.5. Capitalized terms used but not defined in this Amendment shall have the meanings given in
the Lease.
8,6. Tenant shall indemnify and bold Landlord, its trustees, members, principals, beneficiaries,
partners, officers, directors, employees, mortgagee(s) and agents, and the respective
principals and members of any such agents harmless from all claims of any brokers (other
than Lincoln Property Company; a Texas corporation) claiming to have represented Tenant
in connection with this Amendment. Landlord shall indemnify and hold `tenant; its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, and agents; and
the respective principals and members of arty suchagents harmless rrom:all claims of any
brokers claiming to have represented Landlord in connection with this Amendment, Tenant.
acknowledges drat any assistance rendered by any agent or employee of any affiliate of
Landlord in connection with this Amendment has been made as an accommodation to
1-cnantsolely in furtherance of consummating the transaction on beltal f of Landlord, and not
as agent for Tenant.
[SIGNATURES ARE, ON FOLLOWING PAGE]
12-51
IN WITNESS WHEREOF, landlord and Tenant have duly executed this Amendment as of the
day and year first above written.
LANDLORD:
RREIOC PROPERTY HOLDINGS L.L.C., a Delaware
limited liability an
Na
Na f+a+1 K
Title: I'1Q41Y1a PirIff'!'Ui"
REALM GROU C, a elaware limited liability
company
By:
Name: I^i h •
Title: 7P41 ar 4 1 v
12-52
E,l'IIIBIT A
WORK LETTER
As used in this Exhibit A (this "Work Letter").. the following terns shall have the following
meanings:
(i) "Tenant Improvements" means all improvements to be constructed in the Premises
pursuant to this Work letter; and
(ii) "Tenant Improvement Work" means the construction of the Tenant Improvements,
together with any related work (including demolition) that is necessary to construct the
Tenant Improvements.
1 COST OF TENAN`r IMPROVEMENT WORK. Except as provided in Section2.7 below, the
Tenant Improvement Work shall be performed at Landlord's expense.
2 WORK LIST.
2.1 Work List. Landlord shall perform improvements to the Premises in accordance with the
following Nvork list (the "`York List") using Building -standard methods, materials and finishes.
WORK LIST
ITEM:
Install new ceiling tiles selected by Tenant from available Building=
standard options.
Tenant, by notifying Landlord within three (3) business days after the mutual execution and delivery ofth€s
Amendment, shall select the new ceiling tiles from the available Building -standard options.
2.2
[Intentionally Omitted]
23
[Intentionally Omitted]
2A
[Intentionally Omitted]
2.5
11mentionally Omitted]
2.6
[Intentionally Omitted]
2.7 Revisions. to Wort{ List. The Work List shall not be revised without. Landlord's agreement,
which agreement may be withheld or conditioned in Landlord's sole and absolute discretion. If Tenant
requests any revision to the Work fast, Landlord shall provide 'tenant with notice approving or
disapproving such revision, and, if Landlord.. approves such revision, Landlord shall have such revision
made and delivered to Tenant, together with notice of any resulting change in the cost of the Tenant
Improvement Work, within 10 business days after the later of Landlord's receipt of such request or the
mutual execution and delivery of this Amendment if such revision is not material, and within such longer
period of time as may be reasonably necessary (but .not more than 15.business days after the later of such
receipt or such execution and delivery). if such revision is material, Whereupon Tenant, within one (1)
business day, shall notify Landlord whether it desires to proceed with such revision. If Landlord has
begun performing the Tenant Improvement Work, then, in the absence of such authorization. Landlord
shall have the option to continue such performance disregarding such revision. Landlord. shall not revise
the Work Dist. without Tenant's consent, which shall not be unreasonably .withheld or conditioned.
Tenant shall approve, or disapprove (and state, with reasonable specificity, its reasons for disapproving).
any revision to the Work List within two (2) business days after receiving Landlord's request for approval
thereof Any change order affecting the Work List shall be deemed a revision to the Work List. Tenant
shall reimburse Landlord, immediately upon demand, for any increase. in the total cost. associated with the
'tenant Improvement Work that results from any revision to the Work list requested by Tenant_ including
the cost of preparing such revision.
2.8 [Intentionally Omitted]
3 CONSTRUCTION.
3.1 Contractor. landlord shall retain a contractor of its choice (the "Contractor") to perform
the 'Tenant Improvement Work. In addition, Landlord may select and/or approve of any subcontractors,
mechanics and materialmen used in connection with the performance of the `tenant Improvement Work.
12-53
3.2 lIntentionally Omitted]
3.3 Permits. Landlord shall cause the Contractor to. apply to the appropriate municipal
authorities for, and obtain from site It authorities, all permits necessary for the Contractor to complete the
Tenant Improvement Work (the "Permits").
3.4 Construction.
3.4.1 Performance of Tenant Improvement Work. Landlord shall cause the Contractor
to perform the 'tenant Improvement Work in accordance with the Work List.
3.4.2 Contractor's Warranties. Tenant waives all claims. against Landlord relating to ally
defects in the. 'Tenant Improvements.; provided, However, that if, within 30 days alter substantial
completion of the Tenant Improvement Work, "Tenant provides notice to Landlord of any non -latent
defect in the 'Tenant Improvements, or if, within I I months after substantial completion of the Tenant
Improvement Work,'Tenant provides' notice to Landlord of any latent defect in €he'Tenant Improvements,
then Landlord shall promptly cause such defect to be corrected.
4 COMPLIANCE WITH LAW; SUITABILITY FOR TEI fliNT'S USE. Landlord shall cause the
Work i.ist to comply with Law. Except as provided in the preceding sentence, Tenant shall be
responsible for ensuring that the Work List is suitable for Tenant's use of the Premises, and neither the.
preparation nor the approval of the Work List by Landlord or its consultants shall relieve Tenant from
such responsibility, Landlord may contest any alleged violation of Law in good faith, including by
seeking a waiver or determent of compliance, asserting any defense allowed by Law, and exercising any
right of appeal (provided that,after completing such contest, Landlord makes any modification to the
Work List. or any alteration to the Premises that is necessary to comply With any final order or judgment)-
5
. COMPLE'T.ION. Tenant acknowledges and agrees that the Tenant Improvement Work may be
performed .dur.ing Building Service HOUrs before or after the Second Extension Date. Landlord and
Tenant shall cooperate with each other in order to enable the 'Tenant Improvement Work to be performed
in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably
possible. Without limiting the foregoing, Landlord shall use commercially reasonable efforts to complete
the Tenant Improvement Work within 45 days alter the mutual execution and delivery of this
Amendment; or as: soon thereafter as is reasonably possible; with as little inconvenience to the operation
of Tenant's business as is reasonably possible. Notwithstanding any contrary provision of this
Amendment, but subject to the preceding. provisions of this Section 5, any delay in the completion of the
Tenant Improvement Work or inconvenience suffered by "Tenant during the performance of the Tenant
Improvement Work shall not subject Landlord to any liability for any ions or damage wsulting therefrom
or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease.
Notwithstanding any contrary provision of this Amendment, if, as a result of Tenant's breach of any of its
obligations under this Amendment, the Tenant Improvement Work .or any portion lherefff is not
completed Within one (1) year following the Second Extension Date, Landlord shall have no. further
obligation to perform or pay for such Tenant Improvement Work.
G MISCELLANEOUS. Notwithstanding any contrary provision of this Amendment, if Tenant
defaults under this Amendment before the `tenant Improvement Work is completed, Landlord's
obligations under this Work Letter shall be. excused until such default is cured and 'Tenant shall be
responsible for any resulting delay in.the completion of the Tenant Improvement Work, This Work Letter
shall not apply to any space other than the Premises.
12-54
THIRD AMENDMENT TO LEASE
THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is made and entered into as of
March 24, 2020, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord")
and REALM GROUP, LLC, a Delaware limited liability company ("Tenant").
RECITALS:
A. Landlord (as successor -in -interest to BRE/OC Property Holdings L.L.C., as successor -in -
interest to Western National Life Insurance Company) and Tenant entered into that certain Office Lease
Agreement dated as of September 23, 2011 (the "Original Lease") as amended by that certain First
Amendment dated as of November 13, 2013 ("First Amendment") and as further amended by that certain
Second Amendment dated as of March 29, 2017 ("Second Amendment"), 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"). The Original Lease, as amended by the
First Amendment and Second Amendment, may be referred to herein as the "Lease."
B. By this Third Amendment, Landlord and Tenant desire to extend the Term of the Lease
and to otherwise modify the Lease as provided herein.
C. Unless otherwise defined herein, capitalized terms as used herein shall have the same
meanings as given thereto in the Original Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT:
1. The Premises; Re -Measurement of 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 located on the fifth (5t") floor of the Building and known as Suite 520 (the
"Premises"), as outlined on Exhibit A to the Original Lease. Landlord and Tenant further agree that (a)
Landlord has re -measured the Premises, and according to such re -measurement, the rentable square
footage of the Premises is 2,059 rentable square feet; and (b) from and after the Extension Commencement
Date (as defined in Section 2 below), (i) the rentable area of the Premises shall be deemed to be the square
footage set forth in the preceding clause (a), and (ii) Tenant's Pro Rata Share shall be 2.48% (2,059 square
feet within the Premises / 82,868 square feet within the Building).
2. Extended Lease Term. The Second Extended Expiration Date (as defined in Section 2 of
the Second Amendment) shall be extended such that the Lease shall expire on April 30, 2021 ("Third
Extended Expiration Date"). The period from April 1, 2020 ("Third Extension Commencement Date")
through the Third Extended Expiration Date specified above, shall be referred to herein as the "Third
Extended Term." Tenant shall not have any right to extend the Lease beyond the Third Extended Term.
3. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the Third
Extended Term, Tenant shall pay, in accordance with the provisions of this Section 3 and subject to
abatement pursuant to Section 4 below, monthly Base Rent for the Premises as follows:
4813-5705-2340.3 12-55
Period Monthly Base Rent Monthly Base Rent Per
Rentable Square Foot
4/1/20 — 4/30/21 $6,485.85 $3.15
4. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or
in this Third Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the
Lease, as amended by this Third Amendment, Landlord hereby agrees to abate Tenant's obligation to pay
monthly Base Rent for the period commencing April 1, 2020 through April 30, 2020. During such abatement
period, Tenant shall still be responsible for the payment of all of its other monetary obligations under the
Lease, as amended by this Third Amendment. In the event of a default by Tenant under the terms of the
Lease, as amended by this Third Amendment, that results in early termination pursuant to the provisions
of Section 19 of the Original Lease, then as a part of the recovery set forth in Section 19 of the Original
Lease, Landlord shall be entitled to the recovery of the monthly Base Rent that was abated under the
provisions of this Section 4.
5. Base Year. Notwithstanding anything to the contrary in the Lease, during the Third
Extended Term, the Base Year shall be the calendar year 2020.
6. Improvements to the Premises. Promptly after full execution and delivery of this First
Amendment, and at a mutually convenient time to be agreed upon by Landlord and Tenant, Landlord shall
one time, at Landlord's sole cost and expense, using Building -standard materials only and in Landlord's
Building -standard manner, touch up as necessary the paint on the Premises' interior painted walls
("Landlord's Work"). Landlord will not be responsible for moving any of Tenant's equipment or furniture
in connection with the performance of Landlord's Work, and Tenant shall be solely responsible for such
equipment and furniture. Tenant hereby acknowledges that Landlord will be performing Landlord's Work
during the Third Extended 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. Except as specifically set forth in this Section 6, Tenant hereby agrees to accept the Premises
in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated to provide or
pay for any improvement work or services related to the improvement of the Premises. Tenant also
acknowledges that Landlord has made no representation or warranty regarding the condition of the
Premises.
7. Parking. From and after the Third Extension Commencement Date, in lieu of the parking
passes allocated to Tenant under the Lease, Tenant shall lease three (3) unreserved parking passes from
Landlord (collectively, the "Unreserved Parking Passes") at no monthly charge (the "Parking Fee") during
the Third Extended Term. Upon at least thirty (30) days prior written notice to Landlord, Tenant shall have
the right to convert (on a one-to-one basis) the lease of one (1) Unreserved Parking Pass to a
visitor/executive reserved stall in a location mutually agreed upon by Landlord and Tenant at the Parking
Fee of $65.00 per reserved stall per month during the Third Extended Term. Except as provided in this
Section 7, Tenant's use of parking at the Project shall be governed by the parking provisions of the Lease.
8. Brokers. Each party represents and warrants to the other that no broker, agent or finder
negotiated or was instrumental in negotiating or consummating this Third Amendment other than CBRE,
Inc. on behalf of Landlord and Kidder Matthews on behalf of Tenant. Each party further agrees to defend,
indemnify and hold harmless the other party from and against any claim for commission or finder's fee by
any other person or entity who claims or alleges that they were retained or engaged by the first party or at
the request of such party in connection with this Third Amendment.
9. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this
Third Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and
that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of
no events or circumstances which, given the passage of time, would constitute a default under the Lease
by either Landlord or Tenant.
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4813-5705-2340.3 12-56
10. Signing Authority. The individual(s) executing this Third Amendment on behalf of Tenant
hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in
the State of California and that Tenant has full right and authority to execute and deliver this Third
Amendment and the person signing on behalf of Tenant is authorized to do so.
11. California Certified Access Specialist Inspection. Pursuant to California Civil Code §1938,
Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist
(CASp) (defined in California Civil Code §55.52(a)(3)). Pursuant to Section 1938 of the California Civil
Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp)
can inspect the subject premises and determine whether the subject premises comply with all of the
applicable construction -related accessibility standards under state law. Although state law does not require
a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the
lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential
occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree
on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp
inspection, and the cost of making any repairs necessary to correct violations of construction related
accessibility standards within the premises." If Tenant requests to perform a CASp inspection of the
Premises, Tenant shall, at its cost, retain a CASp approved by Landlord (provided that Landlord may
designate the CASp, at Landlord's option) to perform the inspection of the Premises at a time agreed upon
by the parties. Tenant shall provide Landlord with a copy of any report or certificate issued by the CASp
(the "CASp Report") and Tenant shall, at its cost, promptly complete any modifications necessary to correct
violations of construction related accessibility standards identified in the CASp Report, which modifications
will be completed as a Tenant Alteration, notwithstanding anything to the contrary in the Lease (as
amended). Tenant agrees to keep the information in the CASp Report confidential except as necessary
for the Tenant to complete such modifications.
12. Counterparts; Electronic Delivery. This Third Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall be one and the same
agreement. The parties may exchange counterpart signatures by facsimile or electronic transmission and
the same shall constitute delivery of this Third Amendment with respect to the delivering party. If a variation
or discrepancy among counterparts occurs, the copy of this Third Amendment in Landlord's possession
shall control.
13. No Further Modification. Except as set forth in this Third Amendment, all of the terms and
provisions of the Lease shall apply during the Third Extended Term and shall remain unmodified and in full
force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as
amended by this Third Amendment.
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4813-5705-2340.3 12-57
IN WITNESS WHEREOF, this Third Amendment has been executed as of the day and year first
above written.
"LANDLORD" AG DOVE OWNER, L.P.,
a Delaware limited partnership
By: AG OC Portfolio GP, L.L.C.,
a Delaware limited li ility company,
its gener;partner
a
By: �,o
Name: 1�401�« VIM �/— y
44
Title: Aak `7�hav J !(I A/A�O
'TENANT' REALM GROUP, LLC,
a Delaware limite ility pany
Rv- .
Print Name: Darrin Olson
Title: Managing Member
By:
Print Name:
Title:
-3-
4813-S70i-2340.3
12-58
FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment") is made and entered into as of
March 11, 2021, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord")
and REALM GROUP, LLC, a Delaware limited liability company ("Tenant").
RECITALS:
A. Landlord (as successor -in -interest to BRE/OC Property Holdings L.L.C., as successor -in -
interest to Western National Life Insurance Company) and Tenant entered into that certain Office Lease
Agreement dated as of September 23, 2011 (the "Original Lease") as amended by (i) that certain First
Amendment dated as of November 13, 2013 ("First Amendment"), (ii) that certain Second Amendment
dated as of March 29, 2017 ("Second Amendment") and (iii) that certain Third Amendment to Lease dated
as of March 24, 2020 ("Third Amendment"), 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"). The Original Lease, as amended by the First Amendment, Second
Amendment and Third Amendment, may be referred to herein as the "Lease."
B. By this Fourth Amendment, Landlord and Tenant desire to extend the Term of the Lease
and to otherwise modify the Lease as provided herein.
C. Unless otherwise defined herein, capitalized terms as used herein shall have the same
meanings as given thereto in the Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT:
1. The Premises. Landlord and Tenant hereby agree that pursuant to the Lease, Landlord
currently leases to Tenant and Tenant currently leases from Landlord that certain office space in the
Building containing 2,059 rentable square feet located on the fifth (5th) floor of the Building and known as
Suite 520 (the "Premises"), as outlined on Exhibit A to the Original Lease.
2. Extended Lease Term. The Third Extended Expiration Date (as defined in Section 2 of the
Third Amendment) shall be extended such that the Lease shall expire on August 31, 2024 ("Fourth
Extended Expiration Date"). The period from May 1, 2021 ("Fourth Extension Commencement Date")
through the Fourth Extended Expiration Date specified above, shall be referred to herein as the "Fourth
Extended Term." Tenant shall not have any right to extend the Lease beyond the Fourth Extended Term.
3. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the
Fourth Extended Term, Tenant shall pay, in accordance with the provisions of this Section 3 and subject to
abatement pursuant to Section 4 below, monthly Base Rent for the Premises as follows:
Period Monthly Base Rent Monthly Base Rent Per
Rentable Square Foot
511121 — 4/30/22 $6,588.80 $3.20
5/1/22 — 4/30/23 $6,794.70 $3.30
5/1/23 — 8131124 $6,980.01 $3.39
4. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or
in this Fourth Amendment, and provided that Tenant faithfully performs all of the terms and conditions of
the Lease, as amended by this Fourth Amendment, Landlord hereby agrees to abate Tenant's obligation
to pay monthly Base Rent for the period commencing May 1, 2021 through August 31, 2021 ("Abatement
Period"). During such Abatement Period, Tenant shall still be responsible for the payment of all of its other
monetary obligations under the Lease, as amended by this Fourth Amendment. In the event of a default
by Tenant under the terms of the Lease, as amended by this Fourth Amendment, that results in early
termination pursuant to the provisions of Section 19 of the Original Lease, then as a part of the recovery
set forth in Section 19 of the Original Lease, Landlord shall be entitled to the recovery of the monthly Base
Rent that was abated under the provisions of this Section 4.
5. Base Year. Notwithstanding anything to the contrary in the Lease, during the Fourth
Extended Term, the Base Year shall be the calendar year 2021.
4822-4731-5167.2
12-59
6. Improvements to the Premises. Improvements in the Premises shall be installed and
constructed in accordance with the terms of the Work Letter attached hereto as Exhibit "A" and made a part
hereof.
7. 5th Floor Common Area Work. Landlord shall one time, at Landlord's sole cost and
expense, make cosmetic finish only renovations to the Building's fifth (6h) floor restrooms and common
area corridors using Building -standard materials and in Landlord's Building -standard manner (collectively,
the "Common Area Work"). Provided that no construction permit is required for the Common Area Work
and subject to delays caused by Force Majeure (including, without limitation, delays attributable to the
COVID-19 pandemic), Landlord shall substantially complete the Common Area Work by June 30, 2021
("Outside Date"). In the event no construction permit is required for the Common Area Work and the
Common Area Work is not substantially completed by the Outside Date (which date shall be extended for
Force Majeure delays), Tenant's Base Rent (on a day for day basis) will thereafter be reduced by five
percent (5%) until such time as the Common Area Work is substantially complete. Tenant hereby
acknowledges that Landlord will be performing the Common Area Work during the Term of the Lease (as
extended), 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. Except as specifically set
forth in this Section 7, Tenant hereby agrees to accept the Building in its "as -is" condition and Tenant hereby
acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Building. Tenant also acknowledges that Landlord has made no
representation or warranty regarding the condition of the Building.
8. Parking. From and after the Fourth Extension Commencement Date, in lieu of the parking
passes allocated to Tenant under the Lease, Tenant shall have the right to use five (5) unreserved parking
passes in the Building's parking areas (collectively, the "Unreserved Parking Passes") at no monthly
charge (the "Parking Fee") during the Fourth Extended Term. Upon at least thirty (30) days prior written
notice to Landlord, Tenant shall have the right to convert (on a one-to-one basis) the lease of one (1)
Unreserved Parking Pass to a visitor/executive reserved stall in a location mutually agreed upon by
Landlord and Tenant at the Parking Fee of $65.00 per reserved stall per month during the Fourth Extended
Term. Except as provided in this Section 8, Tenant's use of parking at the Project shall be governed by the
parking provisions of the Lease.
9. Brokers. Each party represents and warrants to the other that no broker, agent or finder
negotiated or was instrumental in negotiating or consummating this Fourth Amendment other than CBRE,
Inc. on behalf of Landlord and Kidder Matthews on behalf of Tenant. Each party further agrees to defend,
indemnify and hold harmless the other party from and against any claim for commission or finder's fee by
any other person or entity who claims or alleges that they were retained or engaged by the first party or at
the request of such party in connection with this Fourth Amendment.
10. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this
Fourth Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and
that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of
no events or circumstances which, given the passage of time, would constitute a default under the Lease
by either Landlord or Tenant.
11. Signing Authority. The individuals) executing this Fourth Amendment on behalf of Tenant
hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in
the State of California and that Tenant has full right and authority to execute and deliver this Fourth
Amendment and the person signing on behalf of Tenant is authorized to do so.
12. California Certified Access Specialist Inspection. Pursuant to California Civil Code §1938,
Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist
(CASp) (defined in California Civil Code §55.52(a)(3)), Pursuant to Section 1938 of the California Civil
Code, Landlord hereby provides the following notification to Tenant: "A Certified Access Specialist (CASp)
can inspect the subject premises and determine whether the subject premises comply with all of the
applicable construction -related accessibility standards under state law. Although state law does not require
a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the
lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential
occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree
on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp
inspection, and the cost of making any repairs necessary to correct violations of construction related
accessibility standards within the premises." If Tenant requests to perform a CASp inspection of the
Premises, Tenant shall, at its cost, retain a CASp approved by Landlord (provided that Landlord may
designate the CASp, at Landlord's option) to perform the inspection of the Premises at a time agreed upon
by the parties. Tenant shall provide Landlord with a copy of any report or certificate issued by the CASp
(the "CASp Report") and Tenant shall, at its cost, promptly complete any modifications necessary to correct
violations of construction related accessibility standards identified in the CASp Report, which modifications
will be completed as a Tenant Alteration, notwithstanding anything to the contrary in the Lease (as
amended). Tenant agrees to keep the information in the CASp Report confidential except as necessary
for the Tenant to complete such modifications.
13. Counterparts: Electronic Delivery: Electronic Signatures. This Fourth Amendment may be
executed in one or more counterparts, each of which shall constitute an original and all of which shall be
one and the same agreement. The parties may exchange counterpart signatures by facsimile or electronic
-2-
4822-4731-5167.2
12-60
transmission and the same shall constitute delivery of this Fourth Amendment with respect to the delivering
party. If a variation or discrepancy among counterparts occurs, the copy of this Fourth Amendment in
Landlord's possession shall control. The parties shall have the right to insert the name of the people
executing this Fourth Amendment using an electronic signature (an "Electronic Signature"), and an
Electronic Signature shall be binding on such party as if this Fourth Amendment had been originally
executed by an ink signature.
14. No Further Modification. Except as set forth in this Fourth Amendment, all of the terms
and provisions of the Lease shall apply during the Fourth Extended Term and shall remain unmodified and
in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease
as amended by this Fourth Amendment,
IN WITNESS WHEREOF, this Fourth 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 Miller
Title: ,Authorized Signatory
"TENANT" REALM GR , LLC
a Delawar limited ' bility company
By:
Print Name:
Title:_ V (4 �? 5'� (r �i� /"(e /, -PG--
By:
Print Name:
Title:
This Fourth Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board,
the president or a vice president, and the other being the secretary, an assistant secretary, the chief
financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing
capacities, that individual must sign twice; once as one officer and again as the other officer.
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4822-4731-5167.2
12-61
EXHIBIT "A"
WORK LETTER
This Exhibit is attached to and made a part of the Fourth Amendment to Lease by and between AG
DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and REALM GROUP, LLC, a Delaware
limited liability company ("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 a scope of work to be mutually agreed upon in
good faith by Landlord and Tenant (the "Scope of Work") using Building standard methods,
materials and finishes. The improvements to be performed in accordance with the Scope of Work
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 $30,885.00
(calculated at a rate of $15.00 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 that is not used on or before May 1,
2022 ("Allowance Deadline") shall revert to Landlord subject to Section 6 below.
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 (5%) of the
cost of such work and upgrades. Tenant shall be responsible for any Tenant delay in completion of
the Premises resulting from any such other work and upgrades requested or performed by Tenant.
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 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 (as amended).
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.
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 unused
portion of the Allowance be applied as a credit against Tenant's Base Rent. If Tenant timely and
properly delivers the Rent Credit Notice to Landlord, the credit against Base Rent obligations shall
commence following the later of (i) the expiration of the Abatement Period or (ii) thirty (30) days
following the delivery of the Rent Credit Notice to Landlord, and continue thereafter until exhausted.
Any portion of the Allowance that is not so requested by Tenant on or before the Allowance Deadline
shall revert to Landlord.
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 (as amended) 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 Fourth Extended Term, whether by any options under the Lease (as amended) or
otherwise.
EXHIBIT "A"
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