Loading...
HomeMy WebLinkAboutC-9017-7 - Dove Street, 1201 (Suite 475) Consent to Sublease Agreement3/28/25. 11:37 AM Batch 18962332 Confirmation Recording Requested By and When Recorded Return To: City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, California 92658-8915 Attn: City Clerk Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II I I II II I IIII I II I I I I II II I II NO FEE *$ R 0 0 1 5 4 8 9 9 0 3$ 2025000094268 11:03 am 03/28/25 90 CR-SC06 C34 24 0.00 0.00 0.00 0.00 69.00 0.00 0.00 0.00 0.00 0.00 (Exempt From Recording Fees Pursuant to Government Code § 27383) (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CONSENT TO SUBLEASE AGREEMENT This CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of February 21, 2025, by and among THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord"), THE ESTATE LAWYERS, APC, a California corporation ("Tenant"), and EMPLOYEE JUSTICE LEGAL GROUP, PC, a California corporation ("Subtenant"). 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.) and Tenant (formerly known as Gostanian Law Group, PC, which was formerly known as Law Offices of Amy Gostanian, PC) are parties to that certain Office Lease dated May 1, 2015 ("Original Lease") as amended by (i) that certain First Amendment dated July 8, 2018 ("First Amendment"), (ii) that certain Second Amendment to Lease dated February 19, 2021 ("Second Amendment") and (iii) that certain Third Amendment to Lease dated June 6, 2022 ("Third Amendment"). The Original Lease, as amended by the First Amendment, Second Amendment and Third Amendment may be referred to herein as the "Lease." The Lease relates to Landlord leasing to Tenant certain space on the fourth (41h) floor (the "Premises") in that certain office building commonly known as 1201 Dove whose address is 1201 Dove Street, Newport Beach, California (the "Building"). B. Pursuant to the terms of Section 14 of the Original Lease, Tenant has requested Landlord's consent to that certain Sublease for Multiple Tenants, dated January 21, 2025, between Tenant and Subtenant (the "Sublease"),. with respect to a subletting by Subtenant of the Premises, as more particularly described in the Sublease (the "Sublet Premises"). A copy of the Sublease is attached hereto as Exhibit A. Landlord is willing to consent to the Sublease on the terms and conditions contained herein. C. All defined terms not otherwise expressly defined herein shall have the respective meanings given in the Lease. 4916-2890-6781.1 https://gs.secure-erds.com/Batch/Confirmation/l 8962332 1 /4 Recording Requested By and When Recorded Return To: City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, California 92658-8915 Attn: City Clerk (Exempt From Recording Fees Pursuant to Government Code § 27383) (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CONSENT TO SUBLEASE AGREEMENT This CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of February 21, 2025, by and among THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Landlord"), THE ESTATE LAWYERS, APC, a California corporation ("Tenant"), and EMPLOYEE JUSTICE LEGAL GROUP, PC, a California corporation ("Subtenant"). 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.) and Tenant (formerly known as Gostanian Law Group, PC, which was formerly known as Law Offices of Amy Gostanian, PC) are parties to that certain Office Lease dated May 1, 2015 ("Original Lease") as amended by (i) that certain First Amendment dated July 8, 2018 ("First Amendment"), (ii) that certain Second Amendment to Lease dated February 19, 2021 ("Second Amendment") and (iii) that certain Third Amendment to Lease dated June 6, 2022 ("Third Amendment"). The Original Lease, as amended by the First Amendment, Second Amendment and Third Amendment may be referred to herein as the "Lease." The Lease relates to Landlord leasing to Tenant certain space on the fourth (4th) floor (the "Premises") in that certain office building commonly known as 1201 Dove whose address is 1201 Dove Street, Newport Beach, California (the "Building"). B. Pursuant to the terms of Section 14 of the Original Lease, Tenant has requested Landlord's consent to that certain Sublease for Multiple Tenants, dated January 21, 2025, between Tenant and Subtenant (the "Sublease"), with respect to a subletting by Subtenant of the Premises, as more particularly described in the Sublease (the "Sublet Premises"). A copy of the Sublease is attached hereto as Exhibit A. Landlord is willing to consent to the Sublease on the terms and conditions contained herein. C. All defined terms not otherwise expressly defined herein shall have the respective meanings given in the Lease. 4916-2890-6781.1 AGREEMENT: 1. Landlord's Consent. Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Landlord only upon the terms and conditions set forth in this Agreement. Landlord's consent to the Sublease is based upon (i) the form and substance of the Sublease as set forth on Exhibit A attached hereto and (ii) the use of the Sublet Premises only for general office purposes, and neither Tenant nor Subtenant shall amend the Sublease or permit the Sublet Premises to be used for any other purposes whatsoever without Landlord's prior written consent. Any such amendment or change in use shall constitute a breach of the Lease. The Sublease is subject and subordinate to the Lease. Neither this Agreement nor the Sublease shall be construed to modify, waive or amend any of the terms, covenants and conditions of the Lease or to waive any breach thereof or any of Landlord's rights or remedies thereunder or to enlarge or increase any obligations of Landlord under the Lease. Landlord shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease. If there is a conflict between this Agreement, the Sublease and the Lease, the terms, conditions, and obligations of the Lease will control. 2. Non -Release of Tenant, Further Transfers. Neither the Sublease nor this consent thereto shall release or discharge Tenant from any liability, whether past, present or future, under the Lease or alter the primary liability of the Tenant to pay the rent and perform and comply with all of the obligations of Tenant to be performed under the Lease (including the payment of all bills rendered by Landlord for charges incurred by the Subtenant for services and materials supplied to the Sublet Premises). Neither the Sublease nor this consent thereto shall be construed as a waiver of Landlord's right to consent to any further subletting either by Tenant or by the Subtenant or to any assignment by Tenant of the Lease or assignment by the Subtenant of the Sublease, or as a consent to any portion of the Sublet Premises being used or occupied by any other party. Landlord may consent to subsequent sublettings and assignments of the Lease or the Sublease or any amendments or modifications thereto without notifying Tenant nor anyone else liable under the Lease and without obtaining their consent. No such action by Landlord shall relieve such persons from any liability to Landlord or otherwise with regard to the Premises or Sublet Premises. 3. Relationship with Landlord. Tenant hereby assigns and transfers to Landlord the Tenant's interest in the Sublease and all rentals and income arising therefrom, subject to the terms of this Section 3. Landlord, by consenting to the Sublease agrees that until a default shall occur in the performance of Tenant's obligations under the Lease, Tenant may receive, collect and enjoy the rents accruing under the Sublease. In the event Tenant shall default in the performance of its obligations to Landlord under the Lease (whether or not Landlord terminates the Lease) or in the event the Lease is terminated for any other reason whatsoever (including the mutual termination thereof by Landlord and Tenant), then Landlord may, at its option, by giving notice to Tenant, either (i) terminate the Sublease, (ii) elect to receive and collect, directly from Subtenant, all rent and any other sums owing and to be owed under the Sublease, as further set forth in Section 3.1, below, and/or (iii) elect to succeed to Tenant's interest in the Sublease, and cause Subtenant to attorn to Landlord, as further set forth in Section 3.2, below. If Landlord elects to terminate the Sublease pursuant to clause (i) above, Subtenant acknowledges and agrees that neither Landlord nor Tenant shall have any liability to Subtenant as a result thereof. -2- 3.1. Landlord's Election to Receive Rents. Landlord shall not, by reason of the Sublease, nor by reason of the collection of rents or any other sums from the Subtenant pursuant to Section 3(ii), above, be deemed liable to Subtenant for any failure of Tenant to perform and comply with any obligation of Tenant, and Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant's obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to rely upon any such statement and request from Landlord, and that Subtenant shall pay any such rents and any other sums to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall not have any right or claim against Subtenant for any such rents or any other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant with any rent received by Landlord under such assignment but the acceptance of any payment on account of rent from the Subtenant as the result of any such default shall in no manner whatsoever be deemed to be an election by Landlord to succeed to Tenant's interest in the Sublease or cause an attornment by the Landlord to Subtenant or by Subtenant to Landlord, be deemed a waiver by Landlord of any provision of the Lease or serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreements under the Lease. Notwithstanding the foregoing, any payment of rent from the Subtenant directly to Landlord, regardless of the circumstances or reasons therefor, shall in no manner whatsoever be deemed an attornment by the Subtenant to Landlord in the absence of a specific written agreement signed by Landlord to such an effect. 3.2. Landlord's Election of Tenant's Attornment. In the event Landlord elects, at its option, to cause Subtenant to attorn to Landlord pursuant to Section 3(iii), above, Landlord shall undertake the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord shall not (i) be liable for any prepayment of more than one (1) month's rent or any security deposit paid by Subtenant to Tenant, (ii) be liable for any previous act or omission of Tenant under the Sublease or for any other defaults of Tenant under the Sublease, (iii) be subject to any defenses or offsets previously accrued which Subtenant may have against Tenant, or (iv) be bound by any changes or modifications made to the Sublease without the written consent of Landlord. 3.3. This Consent shall not be effective until the Tenant and Subtenant execute, acknowledge and deliver to Landlord a signed copy of this Consent. Subtenant agrees under this Consent to assume all of the obligations of the Lease on the part of Tenant to be performed or observed and whereby the Subtenant agrees that the provisions contained in the Lease shall, notwithstanding such subletting, continue to be binding upon it with respect to all future assignments and sublettings. Pursuant to Section 107.6 of the California Revenue and Taxation Code ("Code"), City hereby notifies Subtenant that: (i) a possessory interest with respect to the Property is created and/or continued pursuant to the Lease ("Possessory Interest") and may be subject to property taxation under the Code; and (ii) Subtenant may be subject to, and shall bear, the payment of all property taxes and related charges and expenses attributable to all periods during the term of the Sublease with respect to the Possessory Interest (collectively, "Taxes"). Subtenant acknowledges that the foregoing complies with Section 107.6 of the Code. Subtenant shall indemnify, defend and hold harmless City against all such Taxes (with respect to the Possessory Interest only) which may become payable by City during the term of the Sublease. Subtenant shall advise in writing -3- any subtenant, licensee, concessionaire or third party approved by City that is using the Property of the requirements of RTC Section 107.6. 4. General Provisions. 4.1. Consideration for Sublease. Tenant and Subtenant represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subtenant to Tenant with regard to the Sublet Premises other than as disclosed in the Sublease. 4.2. Brokerage Commission. Tenant and Subtenant covenant and agree that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with the Sublease and Tenant and Subtenant agree to protect, defend, indemnify and hold Landlord harmless from the same and from any cost or expense (including, but not limited to, attorney's fees) incurred by Landlord in resisting any claim for any such brokerage commission. 4.3. Controlling Law. The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California. 4.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns. As used herein, the singular number includes the plural and the masculine gender includes the feminine and neuter. 4.5. Captions. The paragraph captions utilized herein are in no way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only. 4.6. Partial Invalidity. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law. 4.7. Landlord's Costs. Pursuant to Section 14.1 of the Original Lease, upon execution of this Agreement, Tenant shall pay to Landlord $1,000.00 for Landlord's costs related to the review and analysis of the Sublease and the preparation of this Agreement. 4.8. OFAC Certification. Subtenant certifies that it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order of the United States Treasury Department as a terrorist, "Specially Designated National and Blocked Person," or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation. Subtenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorneys' fees and costs) arising from or related to any breach of the foregoing certification. ME 4.9. No Attorney.. In the event of any action or legal dispute arising under this Consent, the prevailing parry shall not be entitled to attorneys' fees. 4.10. Counterparts. This Agreement 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 Agreement in Landlord's possession shall control. Execution of this Agreement shall require handwritten, "wet" signatures. The parties may not exchange counterpart signatures by facsimile or electronic transmission and electronic or digital signatures shall not be valid. 4.11. Insurance. Subtenant shall, concurrently with its execution hereof, deliver to Landlord evidence that Subtenant has obtained the insurance described in Section 10.2 of the Original Lease, including, without limitation, a certificate naming Landlord as an additional insured on the liability policy described in Section 10.2.1 of the Original Lease. In addition, Subtenant hereby agrees to be bound by and perform the indemnification obligations of Tenant pursuant to the Lease. Subtenant further agrees that all of the exculpatory and/or waiver provisions of the Lease will apply to the Subtenant for the benefit of Landlord. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -5- IN WITNESS WHEREOF, the parties have executed this Consent to Sublease Agreement as of the day and year first above written. "LANDLORD" THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city ATTEST: AP- -- -- --- - - - --_ By: _ M k. - -6t, Aarin C. Harp, Cit# Attorney "TENANT" By: Z�i—� L�� - G e . Leung, City Manager THE ESTATE LAWYERS, APC, a California corporation, By: �eC Print Name: (',0�� ed� Title: S \x an Print Name: Title: Fol IN WITNESS WHEREOF, the parties have executed this Consent to Sublease Agreement as of the day and year first above written. "LANDLORD" THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: Grace K. Leung, City Manager GUU&IIS By: Leilani I. Brown, City Clerk APPROVED AS TO FORM: By:matC4- -60t Aarin C. Harp, Cit# Attorney "TENANT" THE ESTATE LAWYERS, APC, a California corporation, (By: Print Name: cncr]4� Title: Rev d-&P am Print Name: Title: 0 "SUBTENANT" EMPLOYEE JUSTICE LEGAL GROUP, PC, a California corporation B Print Name: 9AVC)4 Cu PtA Title: ��NVCiPr�c. /mwft,;i'Vl.� am Print Name: Title: -7- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ORgt-A(PE ) On IMAVZX-W 'Ll .102 5 before me, Date IsfEy. ANN fiWLVE-1 . NVTIA 94 Here Insert Name and Title of the Officer personally appeared L C_%)" b Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(e) whose name(4 is/are subscribed to the within instrument and acknowledged to me that die/she/+hey executed the same in his,Cher/tkwir authorized capacity(ies), and that by Wg/her/thEe r signature(4on the instrument the perso*), or the entity upon behalf of which the person(s) acted, executed the instrument. •;'` , JENNIFERANN MULVEY Notary Public • California z z Orange County > Commission # 2375299 My Comm. Expires Oct 12, 2025 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hggd and official seal. Signature Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator 1 Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ss. COUNTY OF ORANGE On March 3, 2025, before me, Jaqueline Medina, a Notary Public, personally appeared AMY L. GOSTANIAN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. JnQueuNe MEOINA - Notary public • Californian Orange County Commission d 2j tvuuv My Comm. Wires Or, 19. 2025 Not P blic Signature ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of IL-05 On before me, / "'v,-,q QJ) ��� N��z,�r� l �� 1� (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the personof whose names) is/aK6 subscribed to the within instrument and acknowledged to me that he/ /to'f�y executed the same in his/IM'r/t�Wlr authorized capacity), and that by his/IXr/tt 6ir signature(sTon the instrument the person(, or the entity upon behalf of which the person('acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ..................................... WITNESS my hand and official seal oFrti ANGELINA SETO 1011 G F�� COMM # 2367766 z .v a. i Los Ansieles County n. ---- `lCalifornia Notary Publie- / ~ Signature (Seal) LIFO r`� Comm Exp Aug, ... .... EXHIBIT A THE SUBLEASE [SEE ATTACHED] EXHIBIT A -1- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 A i R R1111111111 contracts SUBLEASE FOR MULTIPLE TENANTS To be used if there will be one or more sublessees sharing the space with each other and/or the lessee, whether or not the space (Premises) is a single tenant building or is located in a multi -tenant building. If thee ntire space (Premises) will be subleased by single sublessee, whether or not the space (Premises) is single tenant building or is located in a multi -tenant building, use the Sublease for a Single Sublessee. L Basic Provisions ("Basic Provisions"). 1.1 Parties: This Sublease ("Sublease"), dated for reference purposes only JanuarV 21, 2025 ,ismade byand between The Estate LawVers, APC ("Sublessor")and Employee Justice Legal Group, PC ("Sublessee"), (collectively the "Parties",orindividuallya „Pam') 1.2(a) Premises: That certain portion of the Project (as defined below), commonly known as (street address, unit/su Re, city, state) 1201 Dove Street, Suite 475 Newport Beach, CA 92660 ("Premises"). The Premises are located in the County of Orange andconsistof approximately 3,794 squarefeet. In addition to Sublessee's rightsto use and occupy the Premises as hereinafter specified, Sublessee shall have nonexclusive rights to the Common Areas (as defined below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, or the utility raceways of the building containing the Premises ("Building") or to any other buildings in the Project. The Premises, the Building, the Common Areas,the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." 1.2(b) Parking: tin to 15 snares, unreserved and free of charae. for the entire term ywwcaaadaarL 1.3 Term: One (1) years.and seven (7) monthscommencing February 1, 2025 ("Commencement Date")and ending July 31. 2026 ("Expiration Date"). 1.4 Early Possession: Ifthe Premises are available Sublessee may have non-exclusive possession ofthe Premises commencing upon receipt of fully executed sublease, monies due and landlord consent ("Early Possession Date"). 1.5 Base Rent: $5 , 121 . 90 per month ("Base Rent"), payable on the first ( 1st) day of each month commencing February 1, 2025 . ❑ If this box is checked, there are provisions in this Sublease for the Base Rent to be adjusted.. ..LI^ __ cL. _t �_ _ems'_^ TAT �)!"c..Lr_fiaa'I SIiY^") ♦L_ _ t.e ..L ,L_ 1.7 Base Rent and Other Monies Paid Upon Execution: 1 (a) Base Rent $5, 121.90 forthe period February 1, 2025 - February 28, 2025 (b) Security Deposft: $5 , 63 4 . 0 9 ("Security Deposit"). (G)--tapes_ .sac. (d) Total Due Upon Execution of this Lease: $10,755.99 1.8 Agreed Use: The Premises shall be used and occupied only for _creneral office use only y and for no other purposes. 1.9 Real Estate Brokers. (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirmsand consentstothe following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/ortheir agents ("Agent(s)"): Sublessor'sBrokerageFirm Voit Real Fstate ServicesLicense No. 01991785 isthebroker of(checkone):®the Sublessor, or 9 bath the Sublessee and Sublessor(dual agent). Sublessors Agent Chris Drzvzaa License No. 01926212 is (check one): V the Sublessors Agent(salesperson or broker associate); or both the Sublessee's Agent and the Sublessor's Agent (dual agent). Sublessee's Brokerage Firm Voit Peal Estate Services License No. 01991785 is the broker of (check one): ❑ the Sublessee; or® both the Sublessee and Sublessor (dual agent). (� Sublessee's Agent Chris Drzvzaa License No. 0196212 is (check one): the Sublessee's Agent (salesperson or broker associate); or both the Sublessee's Agent and the Sublessor's Agent (dual agent). (b) Paymentto Brokers: Upon execution and delivery of this Sublease by both Parties, Sublessor shall payto the Brokers the brokerage fee agreed to in a separate written agreement (or ifthere Is no such agreement, the sum of ec 5 % ofthe total Base Rent) forthe brokerage services rendered by the Brokers. 1.11 Attachments. Attached hereto are the following, all of which constitute apart of this Sublease: Van Addendum consisting of Paragraphs 14 through 17 g�lot plan depicting the Premises and/or Project; H�­ 0 2019 AIR CRE. All Rights Reserved. SBMT-8.03, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 1 of 7 EXHIBIT A -2- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 Lla current set of the Rules and Regulations; a Work Letter; tV a copy of the Master Lease and any and all amendments to such lease (collectively the "Master Lease"); oa other(specify): Agency Disclosure . 2. Remises. 2.1 Letting. Sublessor herebysubleases to Sublessee, and Sublessee hereby subleasesfrom Sublessor, the Premises, fortheterm, atthe rental, and upon allof theterns, covenantsand conditions set forth inthis Sublease. While the approximate squarefootage ofthePremises mayhave been used In themarketing ofthe Premises for purposes of comparison, the Base Rentstated herein is NOT tied to squarefootage and is not subject to adjustment should the actua I size be determined to be different. Note: Sublessee is advlsed to verify the actual size prior to executing this Sublease. 2.2 Condition. Sublessor shall deliver the Premises to Sublessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), and any items which the Sublessor Is obligated to construct pu rsuantto the Work Letter attached hereto, if any, other than those constructed by Sublessee, shall be In good operating condition on said date. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warm my period, Sublessor shall, as Su blessor's sole obligation with respect to such matter, except as otherwise provided in this Sublease, promptly after receipt of written notice from Sublessee settng forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Sublessors expense. The we rra my periods shall be as follows: (1) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements. If Sublessee does not give Sublessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfu nction or failure shall be the obligation of Sublessee at Su blesses's sole cost and expense. 2.3 Compliance. Sublessor warrants that any improvements, alterations or utility installations made or installed by or on behalf of Sublessor to or on the Premises comply with all applicablecovenants or restrictions of record and applicable building codes, regulations and ordinances ("Applicable Requirements") in effect on the date that they were made or installed. Sublessor makes no warranty as to the use to which Sublessee will put the Premises orto modifications which maybe required by the Americans with Disabilities Actor any similar laws as a result of Sublessee's use. NOTE: Sublessee is responsible for determining whether or not the zoning and other Applicable Requirements we appropriate for Sublessee's Intended use, and acknowledges that past uses of the Remises may no longer be allowed. If the Premises do not comply with said warranty, Sublessor shall, except as otherwise provided, promptly after receipt of written notice from Sublessee setting forth with specificity the nature and extent of such non-compliance, rectify the same. 2.4 Acknowledgements, Sublessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Sublessor and/or Brokers to satisfy itself with respect to the condition ofthe Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Sublessee's intended use, (c) Sublessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) R is not relying on any representation as to the size atthe Premises made by Brokers or Sublessor, (a) the square footage atthe Premises was not material to Sublessee's decision to sublease the Premises and pay the Rent stated herein, and (f) neither Sublessor, Sublessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters otherthe n asset forth in this Sublease. In addition, Sublessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Sublessee's abilityto honorthe Sublease orsuitability to occupy the Premises, and (ii) it is Sublessor's sole msponsibilityto investigate the financial capability and/or suitability of all proposed tenants. 2.5. Americans with Disabilities Act In the event that as a result of Sublessee's use, or intended use, of the Prem ises the Americans with Disabilities Actor any similar law requires modifications orthe construction or installation of im rovements in orto the Premises, Building, Project and/or Common Areas, the Parties agree thatsuch mad ifications, construction or improvements shall be made at: �� Subiessor's expense t ' Sublessee's expense. 2.6 VehicleParking. Sublessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spares specified in Paragraph 1.2(b) on those portions ofthe Common Areas designated from time to time for parking. Sublessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pickup trucks, herein called "Permitted Size Vehicles." Sublessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles otherthan Permitted Size Vehicles maybe parked in the Common Area without the prior written permission of Sublessor. (a) Sublessee shall not permit or allow any vehicles that belong to or are controlled by Sublessee or Sublessee's employees, suppliers, shippers, customers, contractors or Invitees to be loaded, unloaded, or parked Inareas other than those designated by Sublessor for such activities. (b) Sublessee shall not service orstore any vehicles in the Common Areas. (c) If Sublessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Sublessor 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 costto Sublessee, which cost shall be immediately payable upon demand by Sublessor. 2.7 Common Areas- Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and designated by the Sublessor from time to time for the general nonexclusive use cf Sublessor, Sublessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas-Sublessee's Rights. Sublessor grams to Sublessee, forthe benefit of Sublessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Sublease, the nonexclusive rightto use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Sublessor underthe terms hereof or underthe terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein gra med to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Sublessor or Sublessor's designated agent, which consent maybe revoked at anytime. In the event that any unauthorized storage shall occur then Su blessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Sublessee, which cost shall be immediately payable upon demand by Sublessor. 2.9 Common Areas- Rules and Regulations. Sublessor or such other person(s) as Sublessor may appointshall have the exclusive control and managementaf the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations'l forthe management, safety, care, and cleanliness atthe grounds, the parking and unloading ofvehicles and the preservation of good order, as well asforthe convenience of other occupants ortenants of the Building and the Project and their invitees. Sublessee agmesto abide by and conform to all such Rules and © 2019 AIR CRE. All Rights Reserved, SBMT-8.03, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 2 of 7 EXHIBIT A -3- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 Regulations, and to cause its employees, suppliers, shippers, customers, contractorsand Invlteestoso abide and conform. Sublessor shall not be responsible to Sublessee for the noncompliance with said Rules and Regulations by other tenants ofthe Project. 2.10 Comm on Areas -Changes. Sublessor shall have the right, in Sublessor's sole discretion, from time to time: (a) To make changes tothe Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction oftraffic, landscaped areas, walkways and utility raceways; (b) To close temporarily any ofthe Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To add additional buildings and improvements to the Common Areas; (d) To use the Common Areas while engaged In making additional Improvements, repairs or alterations to the Project, or any portion thereof; and (e) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Sublessor may, In the exercise of sound business judgment, deem to be appropriate. 3. Possession. 3.1 Early Possession. Any provision herein grantingSublessee Early Possession ofthe Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Sublessee totally or partially occupies the Premises priorto the Commencement Date, the obligation to pay Base Rentshall be abated for the period of such Early Possession. All other termsof this Sublease (including but not limited to the obligations to pay Sublessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.2 Delay in Commencement. Sublessor agrees to use its best commercially reasonable efforts to deliver possession ofthe Premises by the Commencement Date. If, despite said efforts, Sublessor is unable to deliver possession as agreed, the rights and obligations of Sublessor and Sublessee shall be asset forth in Paragraph 3.3 ofthe Master Lease (as modified by Paragraph 6.3 ofthis Sublease). 3.3 Sublessee Compliance. Sublessor shall not be required to tender possession ofthe Premisesto Sublessee until Sublessee complies with its obligation to provide evidence of insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its obligations under this Subleasefrom and after the Start Date, including the payment of Rent, notwithstanding Sublessor's election to withhold possession pending receipt of such evidence of insurance. Further, if Sublessee is required to perform any other conditions prior to or concurrent withthe Start Date, the Start Date shall occur but Sublessor may electto withhold possession until such conditions are satisfied. a wgimps wc.r.i.........•.. c�_.a ..r r,......,,.., n..._ Palah1a—'n hbo—.r.., w_} .i, n a u .� rr.., ... ,.s....r. a.di.i..nr.v ...:«4.:.. ,n A%- _A..Nd.Jiv-p, ky C..61....N... «.. G. u.......... ..F «tie w-..e...e... 5. Security Deposit. The rights and obligations of Sublessorand Sublessee as to said Security Depositshall be as setforth in Paragraph 5 ofthe Master Lease (as modified by Paragraph 6.3 ofthis Sublease). 6. Master Lease. 6.1 Su blessor is the lessee of the Premises by virtue of the"Master Lease", where in City Of Newport Beach isthe lessor, hereinafter the "Master Lessor". d2 This Sublease is and shall beat all times subject and subordinate to the M lease. UE © 2019 AIR CRE. All Rights Reserved. SBMT-8.03, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 3 of 7 EXHIBIT A -4- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 6.3 The terms, conditions and respective obligations of Sublessor and Sublessee to each other underthis Sublease shall be the terms and conditions ofthe Master Lease exceptfor those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms ofthis Sublease document shall control overthe Master Lease. Therefore, for the purposes ofthis Sublease, wherever in the Master Lease the word "Lessor' is used it shall be deemed to mean the Sublessor herein and wherever inthe Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. 6.4 During the term ofthis Sublease and for all periods subsequent for obi igations which have arisen prior to the termination aFthis Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor underthe Master Lease except for the following paragraphs which are excluded therefrom: MonE 6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that sublessee has not assumed under paragraph 6.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 6.6 Sublessee shall hold Sublessorfree and harmlessfrom all liability, judgments, costs, damages, claims or demands, including reasonable attorneysfees, arisingout ofSublessee's failuretocomply with or perform Sublessee's Assumed Obligations. 6.7 Sublessor agmesto maintainthe Master Lease during the entire term ofthis Sublease, subject, however,toany earliertermination ofthe Master Lease withoutthe faultof the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmlessfrom all liability, judgments, costs, damages,claims ordemandsarising outof Sub lessor's fa ilure tocomplywith orperform Sublessor's Remaining Obligations. 6.8 Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any Party tothe Master Lease. 7. Assignment of Sublease and Default 7.1 Sublessor herebyassigns ancitransfersto Master Lessorthe Sublessor's interestinthis Sublease, subject howevertothe provisionsof Pamgmph8.2 hereof. 7.2 Master Lessor, by executing this document, agrees that until a Defaultshall occur in the performance of Sublessor's Obligations under the Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing under this Sublease. However, if Sublessorshall Default in the performance of its obligations to Master Lessor then Master Lessor may, at its option, receive and collect, directlyfrom Sublessee,all Rent owing and to be owed undarthis Sublease. Master Lessor shall not, by reason of this assignment ofthe Sublease nor by reason of the collection ofthe Rent from the Sublessee, be deemed liableto Sublessee for anyfailure of the Sublessorto perform and comply with Sublessor's Remaining Obligations. 7.3 Sublessor hereby irrevocably authorizesand directs Sublessee upon receiptof anywritten noticefromthe Master Lessor stating thata Defaultexists inthe performance of Sublessor's obligations underthe Master Lease, to payto Master Lessorthe Rentdue and to become due under the Sublease. Sublessoragrees that Sublessee shall have the rightto rely upon any such statement and requestfrom Master Lessor, and that Sublessee shall pay such Rentto Master Lessor without any obligation or rightto inquire asto whethersuch Default exists and notwithstanding any noticefrom orclaimfrom Sublessorto the contraryand Sublessor shall have no right or claim against Sublessee for any such Rent so paid by Sublessee. 7.4 No changesor modifications shall be madeto this Sublease without the consent of Master Lessor. 8. Consent of Master lessor. 8.1 In the event thatthe Master Lease requires that Sublessor obtain theconsent of Master Lessortoany subletting by Sublessorthen, this Sublease shall not be effective unless, within 10 days of the date hereof, Master Lessorsignsthis Sublease thereby giving its consent to this Subletting. 8.2 In the event thatthe obligations ofthe Sublessor under the Master Lease have been guaranteed bythird parties,then neitherthis Sublease, northe Master Lessor's consent, shall be effective unless, within 10 days ofthe date hereof, said guarantorssign this Sublease thereby giving their consentto this Sublease. 8.3 In the event that Master Lessordoes give such consent then: (a) Such consent shall not release Sublessor of its obligations or alterthe primary liabilityof Sublessorto pay the Rent and perform and comply with all of the obligations of Sublessorto be performed underthe Master Lease. (b) The acceptance of Rent by Master Lessor from Sublessee orany one else liable underthe Master Lease shall not be deemed a waiver by Master Lessor of any provisions ofthe Master Lease. (c) Theconsent tothis Sublease shall not constitute a consentto any subsequent subletting orasignment. (d) Inthe eventof any Defaultaf Sublessor under the Master Lease, Master Lessor mayproceed directly against Sublessor, anyguarantors oranyone elseliable underthe Master Lease orthis Sublease withoutfirst exhausting Master Lessor's remediesagainst anyotherperson orentity liablethemonto Master Lessor. (e) Master Lessor may consent to subsequent sublettings and assignments ofthe Master Lease orthis Sublease or any amendments or modifications thereto without notifying Sublessor orany one else liable underthe Master Lease and without obtaining their consent and such action shall not relieve such persons from liability. (f) In the eventthat Sublessorshall Default in its obligations under the Master Lease, then Master Lessor, at its option and without being obligated to do so, may require Sublessee to attorn to Master Lessor in which event Master Lessor shall undertake the obligations of Sublessor under this Sublease from the time of the exercise of said option to termination ofthis Sublease but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by Sublessee, nor shall Master Lessor be liableforany other Defaults afthe Sublessor underthe Sublease. 8.4 The signatures of the Master Lessorand any Guarantors of Sublessor atthe end of this documentshall constitute their consentto theterms of this Sublease. 8.5 Master Lessor acknowledges that, to the best of Master Lessor's knowledge, no Default presentlyexists underthe Master Lease of obligationsto be performed by Sublessor and that the Master Lease is infull force and effect. 8.6 In the event that Sublessor Defaults under its obligations to be performed under the Master Lease by Sublessor, Master Lessor agreesto deliverto Sublessee a copy of anysuch notice ofdefault. Sublessee shall have the rightto cure any Default of Sublessor described in any notice of default if Sublessee does so within the same number of days set forth in the notice of default given to Sublessor. If such Default is cured by5ublessee then Sublessee shall have the right of reimbursement and offset from and against Sublessor. 9. Additional Brokers Commissions. 9.1 Sublessor agrees that if Sublessee exercises any option or right offirst refusal as granted by Sublessor herein, orany option or right substantially similar thereto, either to extend the term of this Sublease, to renew this Sublease, to purchase the Premises, orto lease or purchase adjacent property which Sublessor may own or in which Sublessor has an interest, then Sublessorshall pay to Broker a fee in accordance with the schedule of Broker in effect at the time of the execution of this Sublease. Notwithstanding theforegoing,Sublessor's obligation under this Paragraph is limited to a transaction in which Sublessor is acting as a Sublessor, lessor or seller. 9.2 If a separate brokerage fee agreement is attached then Master Lessoragrees that if Sublessee shall exercise any option or right of first refusal granted to Sublessee by Master Lessor in connection with this Sublease, or any option or right substantially similar thereto, eitherto extend or renew the Master Lease, to �"S=—LS © 2019 AIR CRE. All Rights Reserved. SBMT-8.03, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 4 of 7 EXHIBIT A -5- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 purchase the Premises or any partthereof, or to lease or purchase adjacent property which Master Lessor may own or in which Master Lessor has an interest, or if Broker Is the procuring cause of any other lease orsale entered into between Sublessee and Master Lessor pertaining to the Premises, any part thereof, or any adjacent property which Master Lessorownsor in which it has an interest,then as to anyof said transactions, Master Lessorshall pay to Broker afee, in cash, in accordance with the schedule attached to such brokerage fee agreement. 9.3 Any fie due from Sublessor or Master Lessor hereunder shall be due and payable upon the exercise of any option to extend or renew, upon the execution of any new lease, or, in the event of a purchase, at the close of escrow. 9.4 Any transferee of Sublessor's interest in this Sublease, or of Master Lessor's interest In the Master Lease, by accepting an assignment thereof, shall be deemed to have assumed the respective obligations of5ublessor or Master Lessor under this Paragraph 9. Broker shall be deemed to be a third -party beneficiary of this paragraph 9. 20. Representations and Indemnities of Broker Relationships. The Parties each represent and warm rrt to the otherthat it has had no dealings with any person, firm, broker, agent or finder (otherthan the Brokers and Agents, if any) in connection with this Sublease, and that no one otherthan said named Brokers and Agents is entitled to arty commission orfinder's fee in connection herewith. Sublessee and Sublessor do each hereby agree to Indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attomeys' fees reasonably incurred with respectthereto. 1L Attorney's fees. Ifany Party or Broker brings an action or proceeding involving the Premises whetherfounded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suitor recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains ordefeats the relief sought, as the case may be, whether by compromise, settlement, judgment, orthe abandonment bythe other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Sublessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence forsuch services and consultation). 12. No Prior or Other Agreements; Broker Disclaimer. This Sublease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Sublessor and Sublessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation asto the nature, quality, character and financial responsibility of the other Party to this Sublease and as to the use, nature, quality and character ofthe Premises. Brokers have no responsibility with respect thereto orwith respect to any default or breach hereof by either Party. The liability ( including court costs and attorneys' fees), of any Broker with respect to negotiation, execution, delivery or performance by either Sublessor or Sublessee under this Sublease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Sublease; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct ofsuch Broker. Signatures to this Sublease accomplished by means of electronic signature or similar technology shall be legal and binding. 13. Accessibility; Americans with Disabilities Act. (a) The Premises: Vhave not undergone an inspection by Certified Access Specialist (CASp). Note: 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 ofthe subject premises, the commercial property owner or lessor may not prohibitthe lessee ortenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy ofthe lessee ortenant, if requested bythe lessee ortenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp Inspection, the payment ofthe fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the premises. IIhave undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction -related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy ofthe Inspection report at least 48 hours prior to executing this Lease a nd agrees to keep such report confidential. Elhave undergone an inspection by Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction -related accessibility standards pursuant to California Civil Code§55.51 at seq. Lessee acknowledges that it received a copy of the inspection report at least 48 hours prior to executingthis Lease and agrees to keep such report confidential except as necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report bya CASp the Lessor shall provide a copy ofthe disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act(ADA) orother state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use ofthe Premises requires modifications or additions to the Premises in order to be In compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or add itions at Lessee's expense. ATTENTION: NO REPRESENTATION OR RECOMMENDATION 15 MADE BY AIR CRE OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE ORTHE TRANSACTION TO WHICH IT RELATES. THE PARTIESARE URGEDTO: L SEEK ADVICE OF COUNSELAS TO THE LEGALAND TAX CONSEQUENCES OF THIS SUBLEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OFTHE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE UMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OFTHE PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OFTHE ROOF AND OPERATING SYSTEMS, AND THE SU ITABIU`Y OF THE PREMISES FOR SUBLESSEE'S INTENDED USE. WARNING: IFTHE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OFTHE STATE IN WHICH THE PROPERTY IS LOCATED. Executed At: Executed At: LDS L��DS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 1/22/2025 8:31 AM SBMT-8.03, Revised 10-22-2020 Page 5of 7 EXHIBIT A -6- 4916-2890-6781.1 Docusign Envelope 10: EC5AA2E2-8818-4205-A338-DB2C2F222896 1/24/2025 On: By Sublessor: The Estate Lawyers, APC �ueu4lAnea Y. BYI 0.tMU ��AaAdA.LL Na edlzaz n Gostania❑ Title: Phone: Fax: Email: By: Name Printed: Title: Phone: _ Fax: Email: Address: _ Federal ID No.: BROKER Voit Real Estate Services Attn: Chris Drzvzva Title: Vice President Address: 2020 Main Street, Suite 100 Irvine. CA 92614 Phone: 94 9.2 63.5303 Fax: Email: chrisd@voitco.com Federal ID No.: Broker ORE License #: 01991785 Agent ORE License#: 01926212 Consent to the above Sublease is hereby given. Executed At: Executed On: By Master lessor: City of Newport Beach By: Name Printed: Title: Phone: _ Fax: Email: By: Name Printed: Title: Phone: Fax: Email-k,- © 2019 AIR CRE. All Rights Reserved. SBMT-8.03, Revised 10-22-2020 1/24/2025 On: By Sublessee: EmiDlovee Justice Leval Group, PC �,1 L.1 %t,U, an y: Br�NaE.0womh E1 ihu Title: Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: _ Federal ID No.: BROKER Voit Real Estate Services Attn: Chris Drzvzva Title: Address: Phone: Fax: Email: Federal ID No.: Broker ORE License#: 01991785 Agent ORE License#: 0196212 Executed At: _ Executed On: BY-G',-F-A cc% By: Name Printed: Title: Address: By: Name Printed: Title: Address: Last Edited: 1/22/2025 8:31 AM Page 6 of 7 4916-2890-6781.1 EXHIBIT A -7- Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 Address: _ Federal ID No.: AIRCRE ' https://www.aircre.com - 213-687-8777 . wntracts@aircre.com NOTICE: No part of these works maybe reproduced in any form without permission In writing. a OS Ds INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. SBMT-8.03, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 7 of 7 EXHIBIT A -8- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 AIRCRIIIIIIIIIIIIIII04 contracts ADDENDUM TO SUBLEASE Date: January 21, 2025 By and Between Sublessor: The Estate Lawyers, AEC Sublessee: Emplovee Justice Lecral Group, PC Property Address: 1201 Dove Street, Suite 475 Newport Beach, CA 92660 (street add ress, city, state, zip) paragraphs: 14 — 17 114. RENTAL ABATEMENT: Months two (2) and three (3) shall be free of base rent. 115. TENANT IMPROVEMENTS: Sublessor, at Sublessor's sole cost, shall patch/repair walls as needed and touch up paint as needed throughout the premises. I16. SIGNAGE: Sublessee shall have the right to install suite identification and directory signage, at Sublessee's sole cost and in accordance with building rules & regulations. 17. COMMENCEMENT: In the event Landlord consent is not obtained prior to February 1, 2025, Sublessor and Sublessee mutually agree to adjust the commencement date and prorate fist months rent accordingly. The Expiration Date shall not change in any event. In the event of any conflict between the provisions of this Addendum and the printed provisions of the sublease, this Addendum shall control. AIRCRE • https,.//www.aircre.com • 213-687-8777 " wntracts@alrcre.com NOTICE: No part ofthese works maybe reproduced In anyform without permission In writing. Los QG os f INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. ASL-1.00, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page IofI EXHIBIT A -9- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 AI RR� contracts DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (As required by the Civil Code) Whenyou enterinto a discusslonwith a real estate agent regarding a real estate transaction, youshouldfrom the outset understand whattype of agency relationship or representation you wish to have with the agent in the transaction. SELLER'SAGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. ASeller's agent ore subagent of that agent has the following affirmative obligations: To the Seller. A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability ofthe property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involvethe affirmative duties set forth above. BUYER'S AGENT A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer. A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to d isclose all facts known to the agent materially affecting the value or desi rabllity of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or th rough one or more salesperson and broker associates, can legally be the agent of both the Sellera nd the Buyer in a transaction, but only with the knowledge and consent of both the Seller a nd the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, Integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other d uties to the Seller and the Buyer as stated a bove in their respective sections. In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential Information, Including, but not limited to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may Impact price, includ ing the Seller's willingness to accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered. SELLER AND BUYER RESPONSIBILITIES Either the purchase agreement or separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding ofthe transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professlona 1. If you area Buyer, you havethe duty to exercise reasonable care to protectyourself, including as tothose facts aboutthe property which are known to you or within your diligent attention and observation. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of atransaction can be complex and subjectto change. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number ofagents assisting in the transaction. The law requires each agent with whom you have more than a casual relationshipto present you with this disclosure form. You should read its contents each time it is presented to you, considering them lationsh ip between you and the real estate agent in your specific transaction. This disclosure form Includes the provisions of Sections 2079.13 to 2079.24, Inclusive, of the av11 Code set forth on page 2. Read it carefully. I/W E ACKNOWLEDGE RECEIPT OFA COP/ OF THIS DISCLOSURE AND THE PORTIONS OFTHE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). nBuyer El Seller ® Docosigwd by: 1/24/202 S Lessee Sublessor �" Q�Nrtn y�0�Date: F �' ; ° AMB" 1/24/2025 V 61041, 66 Buyer r-- 1 Seller Lessor Subi sse Date: B98FAiF8C494448... Agent: Voit Real Fstate SerViCeS-DREUc.#: 01991785 Real Estate Broker (Firm) By: Chris Drzyzga DREUc.#: 01926212 Date: 1/21/25 person or Broker -Associate) INITIALS INITIALS B 2019 AIR CRE. All Rights Reserved. Last Edited: 1/22/2025 8:31 AM AD-3.01, Revised 10-22-2020 Page 1 of 4 EXHIBIT A -10- 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818A205-A338-DB2C2F222896 THIS FORM HAS BEEN PREPARED BYAIR CRE. NO REPRESENTATION IS MADE AS TOTHE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM. 291's C= os INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 2 of 4 EXHIBIT A —11— 4916-2890-6781.1 Docusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP CIVIL CODE SECTIONS 2079.13 THROUGH 2O79.24 (2079.16 APPEARS ONTHE FRONT) 2079.13. As used in Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions ofTRle 9 (commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part I of Division 4 of the Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) "Buyer" means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. "Buyer" includes vendee or lessee of real property. (c) "Commercial real property" means all real property in the state, except (1) single-family residential real property, (2) dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, (3) a mobile home, as defined in Section 79B.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29. (d) "Dual agent" means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction. (e) "Listing agreement" means a written contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate license is required to the seller pursuant to the terms of the agreement. (f) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. (g) "Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (I) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for the sale of the real property upon acceptance by the seller. 0) "Real property" means any estate specified by subdivision (1) or (2) of Section 761 in property, and Includes (1) single-family residential property, (2) multi -unit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with Improvements, or (6) a manufactured home as defined in Section 18007 of the Health and Safety Code, or a mobile home as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code. (k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transaction, and includes a listing or an offer to purchase. (1) "Sell," "sale," or "sold" refers to a transaction for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning of Section 2985, and transactions for the creation ofa leasehold exceeding one year's duration. (m) "Seller" means the transferor in a real property transaction and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. "Seller" includes both a vendor and a lessor of real property. (n) "Buyer's agent" means an agent who represents a buyer in a real property transaction. 2079.14. A seller's agent and buyer's agent shall provide the seller and buyer In a real property transaction with a copy of the disclosure form specified In Section 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in Section 2079.15, as follows: (a) The seller's agent, if any, shall provide the disclosure form to the seller priorto entering into the listing agreement. (b) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase. Ifthe offer to purchase is not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. 2079.3.5. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17(a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the seller's agentprlor to orcoincident with the execution ofthat contract by the seller. (C) CONFIRMATION: The following agency relationships are confirmed for this transaction. Seller's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): ❑ the seller; or ❑ both the buyer and seller. (dual agent) Seller's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): ❑ the Seller's Agent. (salesperson or broker associate); or ❑ both the Buyer's Agent and the Seller's Agent. (dual agent) Buyer's Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one): ❑ the buyer; or ❑ both the buyer and seller. (dual agent) Buyer's Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one): ❑ the Buyer's Agent. (salesperson or broker associate); or ❑ both the Buyers Agent and the Seller's Agent. (dual agent) (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this section may be performed by a real estate salesperson or brokerassociate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289, 2017-18 California Legislative session) 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. Alisting agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. an agent from selecting, as a condition of thf -ageffYs employment, a specific form of agency relationship not M INITIALS INITIALS i7 2019 AIR CRE. All Rights Reserved. Last Edited: 1/22/2025 8:31 AM AD-3.01, Revised 10-22-2020 Page 3 of 4 EXHIBIT A -12- 4916-2890-6781.1 Dorusign Envelope ID: EC5AA2E2-8818-4205-A338-DB2C2F222896 prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21(a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) Adual agent may not, without the express permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) "Confidential information" means facts relating to the client's financial position, motivations, bargaining position, or other personal information that may impact price, such as theseller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than the price offered. (d) This section does not alter in any way the duty or responsibility of a dual agentto any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a seller's agent from also being a buyer's agent If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, Including valldating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnifythe lender or auction companyfrom any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy, void, and unenforceable, 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. AIRCRE ' https://www.aircre.com • 213-637-8777 • contracts@aircre.com NOTICE: No part of these works maybe reproduced in any form without permission in writing. ig" DS �� INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. AD-3.01, Revised 10-22-2020 Last Edited: 1/22/2025 8:31 AM Page 4 of 4 EXHIBIT A -13- ES!)VIY fAaW-11aI