Complaint Unlimited Fee Applies

Cal. Super. - 6th Dist.December 2, 2020

E-FILED 12/2/2020 9:31 AM Clerk of Court Superior Court of CA, County of Santa Clara 20CV373817 Reviewed By: R. Tien 20CV373817 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 TODD ROTHBARD #67351 STEVE NAUMCHIK #208985 RYAN MAYBERRY #232622 BRIAN SKARBEK #266948 CHRISTINA DABIS #230784 LAW OFFICE OF TODD ROTHBARD 100 Saratoga Avenue, Suite 200 Santa Clara, CA 95051 Tel: (408 244-4200 Fax: (40 )244-4267 Attorneys for Plaintiff SUPERIOR COURT - SANTA CLARA JUDICIAL DISTRICT UNLIMITED CIVIL JURISDICTION COUNTY OF SANTA CLARA, STATE OF CALIFORNIA DOLLINGER-THOMAS ROAD ASSOCIATES, LP, NO- - - COMPLAINT FOR vs, P'a'nt'fi’ UNLAWFUL DETAINER YAANA TECHNOLOGIES, LLC, UNLIMITED; Total DOES I through v, inclusive damages sought areEXCEED $25,000.00 Defendant Plaintiff alleges: | At all times herein mentioned, Plaintiff was, and now is, a partnership, and has filed the statement and has published the notice of doing business under such name as required by Section 17900 et. seq. of the California Business and Professions Code. Additionally, at all times herein relevant, Plaintiff was, and now is a limited partnership licensed to do business in the State of California and doing business in the above entitled County and Judicial District. || The real property owned by Plaintiff, possession of which is sought in this action, is situated at 542 Gibraltar Drive, Milpitas, California 95035 (“Premises”) in the above named County and Judicial District. COMPLAINT FOR UNLAWFUL DETAINER -1 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ||| The true names of Defendants named herein as DOES | through V, inclusive, are unknown to Plaintiff who therefore sues said Defendants by said fictitious names and prays leave to amend this complaint to show the true names as they become known. IV On or about May 14, 2013, Plaintiff’s predecessor in interest leased the above described Premises to Defendant pursuant to a written Lease Agreement. A copy of said Lease Agreement has been attached hereto, marked “EXHIBIT A”, incorporated by reference herein, and made a part hereof. Following May 14, 2013 and prior to the events giving rise to this complaint, Plaintiff’s predecessor in interest assigned all of its right, title and interest in and to the Lease Agreement to Plaintiff. V By terms of said Lease Agreement, said Defendant was required to pay rent (inclusive of estimated operating expenses) to Plaintiff in the current sum of $25,092.25; said sum is due and payable each month in full, on the first (13‘) day of each month, and is subject to a late charge if not timely paid. VI Defendant fell behind in payment in the reasonably estimated sum of $209,102.50, being the reasonably estimated sum due and unpaid for the period through and including November 30, 2020. VII On November 19, 2020, Plaintiff, caused to be served on Defendant a written Notice to Pay Rent or Quit (“Notice”) requiring Defendant to pay the rent then due within three (3) days or, in the alternative, to quit and deliver up possession of said Premises. A copy of said Notice, together with a copy of the Declaration of Service thereof, is attached hereto, collectively marked “EXHIBIT B”, incorporated by reference herein, and made a part hereof. / / / COMPLAINT FOR UNLAWFUL DETAINER -2 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VIII More than three (3) days have elapsed since the date of service of said Notice, but the total rent demanded in the Notice remains unpaid. Defendant remains in possession of said Premises without Plaintiff’s consent and has failed and refused to vacate said Premises. By virtue of the provisions of California Code of Civil Procedure Section 1161(2), there is an unlawful detainer of said Premises and Plaintiff is entitled to possession of said Premises. IX The reasonable rental value of said Premises is the sum of at least $836.41 per day, and damages for the unlawful detainer of said Premises will accrue at said rate from December 1, 2020 and will continue to accrue at said rate until such time as Defendant vacates said Premises. X The Lease Agreement between the parties provides that the prevailing party in any litigation thereto shall be entitled to recover its attorney’s fees and costs incurred in connection with such litigation. Plaintiff has been compelled to commence litigation to regain possession of the Premises and has incurred attorney’s fees in the minimum sum of $4,800.00 if this matter proceeds by default, or such larger sum as may prove necessary to prosecute it in even it is opposed or contested by Defendant. /// /// /// /// /// /// /// /// /// / / / COMPLAINT FOR UNLAWFUL DETAINER -3 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREFORE: Plaintiff prays judgment as follows: 1. 2. 3. DATED: For restitution of possession of said Premises and forfeiture of the lease. For unpaid rent in the total sum of $209,102.50. For damages at the rate of $836.41 per day from December 1, 2020 through the date of restitution of possession or the date of judgment herein, whichever comes first. For attorney’s fees of at least $4,800.00. For costs herein, and for such other and rther relief as to the Court may TODD R THBAR Attorney for Plainti seem just and proper. December 1, 2020 COMPLAINT FOR UNLAWFUL DETAINER -4 CqumUKEPGONl-J NNNNNHHHHHHP‘HHH 27 Todd Rothbard Aflomu n! Law 100 3?;er Avenue 2 8 u Santa Clam. 1e 00 Miranda 95051 VERIFICATION I, AMY PETERSON, hereby dealare: ‘ I am the property manager for plaintiff and the persén most knowledgeable with respect to the facts alleged herein. I- have read the foregoing COMfLAINT FOR UNLAWFUL DETAINER' and know the contents thereof, and the same is true of my own knowledge, except as to matters set forth therein upon information and/or belief and, as to such matters, I believe it- to be true. I declare, under penalty of perjury, that the foregoing is true and correct. Executed on DEC 1|ZDZU at Redwood City, San Mateo County, California. MAQLW PEQFRSON “EXHIBIT A” (TO COMPLAINT FOR UNLAWFUL DETAINER) MULTI-TENANT CQMMLRCIAL/INDUSTRIAL LEASE (NNKL 542 Gibraltar Drive, Milpitas, California 95035 LANDLORD: LBA REALTY FUND II-WBP III, LLC, a Delaware limited liability company TENANT: YAANA TECHNOLOGIES, LLC, a California limited liability company 109m 16130.7 LBA\Mi1pitas Town Center\Yaana Lease-S 'TABLE OF CONTENTS Egg ARTICLE 1 - LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS ................................ l ARTICLE 2 - LEASE ............................................................................................................................... 9 ARTICLE 3 - PREMISES ........................................................................................................................ 9 ARTICLE 4 - TERM AND POSSESSION .............................................................................................. 9 ARTICLE 5 - RENT .................................... ARTICLE 6 - SECURITY DEPOSIT AND LE’I'I‘ER OF CREDIT .. ...... l 1 ARTICLE 7 - OPERATING EXPENSES/UTILITIES/SERVICES ......... .. 14 ARTICLE 8 - MAINTENANCE AND REPAIR ................................................................................... l4 ARTICLE 9 - USE .......................................... ........................................................................ 15 ARTICLE 10 - HAZARDOUS MATERIALS ....................................................................................... 15 ARTICLE 11 - PARKING ...................................................................................................................... 16 ARTICLE 12 - TENANT SIGNS ........................................................................................................... l6 ARTICLE l3 - ALTERATIONS ............................................................................................................ 17 ARTICLE 14 - TENANT’S INSURANCE ............................................................................................ 18 ARTICLE 15 ~ LANDLORD’S INSURANCE ...................................................................................... 19 ARTICLE 16 - TNDEMNIFICATION AND EXCULPATION ............................................................. 20 ARTiCLE 17 - CASUALTY DAMAGE/DESTRUCTION ................................................................... 20 ARTICLE 18 - CONDEMNATION ....................................................................................................... 22 ARTICLE 19 - WAIVER OF CLAIMS; WAIVER OF SUBROGATION ............................................ 23 ARTICLE 20 - ASSIGNMENT AND SUBLETTING ., ........................................................................ 23 ARTICLE 21 ~ SURRENDER AND HOLDING OVER ....................................................................... 25 ARTICLE 22 - DEFAULTS ................................................................................................................... 25 ARTICLE 23 - REMEDIES OF LANDLORD ...................................................................................... 26 ARTICLE 24 - ENTRY BY LANDLORD .................................. .. 28 ARTICLE 25 - LIMITATION ON LANDLORD’S LIABILITY .. 28 ARTICLE 26 - SUBORDINATION .................................................................................................... 28 ARTICLE 27 - .ESTOPPEL CERTIFICATE .......................................................................................... 29 ARTICLE 28 - RELOCATION OF PREMISES - Intentionally Deleted .............................................. 29 ARTICLE 29 ~ MORTGAGEE PROTECTION ..................................................................................... 29 ARTICLE 30 - QUIET ENJOYMENT .................................................................................................. 29 ARTICLE 3| - MISCELLANEOUS PROVISIONS ........................................................................ 29 EXHIBITS: Exhibit A Outline of Premises Exhibit B Site Plan Exhibit C Work Letter Exhibit D Notice of Lease Term Dates Exhibit E Rules and Regulations Exhibit F Estoppel Certificate Exhibit G Environmental Questionnaire and Disclosure Statement 109“ 16130.7 (i) LBA\MIIpltas Town Center\Yaana Lease-8 THIS LEASE, entered into as of May 24, 2013 for reference purposes, is by and between LBA REALTY FUND lI-WBP III, LLC, a Delaware limited liability company, hereinafter referred to as "Landlord", and YAANA TECHNOLOGIES, LLC, a California limited liability company, hereinafter referred to as "Tenant". ARTICLE l - LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS 1.1 Landlord's Address: LBA Realty Fund IIl-Company IV-F, LLC c/o LBA Realty 2550 North First Street, Suite 180 San Jose, California 95131 Attn: Regional Operations Director Telephone: 408-435-1221 Facsimile: 408-435-7835 With copies to: LBA Realty 17901 Von Karman, Suite 950 Irvine, California 92614 Attn: SVP - Operations Telephone: (949) 833-0400 Facsimile: (949) 955v?350 For payment of Rent: LBA‘Realty Fund II-WBP III, LLC P.O. Box 5 I 364 Los Angeles, CA 9005 1-5664 1.2 Tenant's Address: (before Commencement Date) Yaana Technologies, LLC 500 Yosemite Drive, Suite 120 Milpitas, CA 95035 Attn: Raj Pun', CEO Telephone: (408) 854-8030 Facsimile: (408)719-9719 (after Commencement Date) At the Premises Attn: Raj Puxi, CEO Telephone: (408) 408-8030 Facsimile: (408) 719~97 19 1.3 Building: The Building commonly known as 542 Gibraltar Drive, Milpitas, California. The Building, together with all other buildings, improvements and facilities, now or subsequently located upon the land (the "Site") as shown on the Site Plan attached hereto as Exhibit B (as such area may be expanded or reduced from time to time) is referred to herein as the "Property". The Property is commonly known as Milpitas Town Center. Landlord and Tenant stipulate and agree that the Pmperty contain5102,620 rentable square feet in the aggregate and the Building contains 48,350 rentable square feet, for all purposes ofthis Lease. 1.4 Premises: The space at 542 Gibraltar Drive, Milpitas, California, as outlined in Exhibit A attached hereto as Suite 542. Landlord and Tenant stipulate and agree that the Premises contain 48,350 rentable square feet, for all purposes of this Lease. 1.5 City: The City of Milpitas, County of Santa Clara, State of California. 1.6 Commencement Date: The date for commencement of the Term, to be determined pursuant to the Work Letter attached as Exhibit C hereto. Estimated Commencement Date: Approximately 110 days after the date this Lease is fully executed by Tenant and Landlord. 1.7 Term: Ninety~three (93) months, plus any partial month at the beginning of the Term, commencing on the Commencement Date and ending on the last day of the ninety-third (93”) full calendar month following the Commencement Date ("Expiration Date"). 109w 16130.7 .1. LBA\Mletas Town Center\Yaana Lease-8 1.8 Monthly Base Rent: *1 - 12 $1 75.68( to the Base Rent Abatement as below 13 ~ 24 A00 25 - 36 746.00 37 - 48 713.00 49 - 60 .00 61 - 72 . , 9 7.00 7 - 84 14.00 85 - .00 The foregoing schedule starts as of the Commencement Date. If the Commencement Date starts other than on the first day of a calendar month, the first month shall include the partial month in which the Commencement Date occurs plus the next full calendar month; provided, however, that the inclusion of such partial month with the next full calendar month shall not entitle Tenant to any additional free or reduced Monthly Base Rent. Except as provided in this paragraph, Landlord agrees not to demand or collect and Tenant shall have no obligation to pay Monthly Base Rent for the first fu11=three (3) months of the Term (the “Base Rent Abatement Period”); provided, however, that if the Commencement Date occurs other than on the first day of a calendar month, the Base Rent Abatement Period shall be the first ninety (90) days from and including the Commencement Date. The Monthly Base Rent to be abated shall be referred to as the “Base Rent Abatement.” Tenant shall be required to pay Tenant’s Percentage of Operating Expenses and other Additional Rent and charges under this Lease dun'ng the Base Abatement Period and throughout the remainder of the Term. During the first year following the Commencement Date, the Monthly Base Rent. after the Base Rent Abatement, is calculated at the monthly per square foot rate of $0.72 on 22,744 rentable square feet in the Premises, and during the second year of the Term, the Monthly Base Rent is calculated at the monthly per square foot rate of $0.67 on 40,000 rentable square feet, although during the such pen'ods of time Tenant shall be entitled to use all of the Premises. If the Commencement Date occurs other than on the first day of a calendar month, the calculation of the reduced Monthly Base Rent during such periods shall be adjusted so that Tenant does not received additional periods of reduced Monthly Base Rent since the first month of the Term would otherwise include the partial month in which the Commencement Date occurs plus the next full calendar month. 1,9 Security Deposit & Letter of Credit: The amount of the cash Security Deposit shall be $85,096.00. In addition, Tenant shall deliver a Letter of Credit (as defined in Section 6.2) in the amount of $255,288.00. The cash Security Deposit and the Letter of Credit shall be delivered by Tenant concurrent with Tenant’s execution of this Lease. 1.10 Permitted Use: General office, research and development and warehouse, subject to the provisions set fonh in this Lease and as permitted by law. 1.11 Parking: Two hundred thirty-seven (237) unreserved parking spaces, subject to the terms of Article 11 of the Standard Lease Provisions. 1.12 Brokers: CB Richard Ellis and Cassidy Turley Northern California representing Landlord, and Cornish & Carey Commercial Newmark Knight Frank representing Tenant. 1.13 Interest Rate: The lesser of: (a) Eight percent (8%) or (b) the maximum rate permitted by law in the State where the Property is located. 1.14 Insurance Amounts: a. Commercial General Liability Insurance: General liability of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. b. Commercial Automobile Liability Insurance: Limit of liability of not less than One Million Dollars ($1,000,000.00) per accident. .2. LBA\Mi|pltas Town Center\Yaana Lease-8 c. Worker’s Compensation and Employers Liability Insurance: With limits as mandated pursuant to the laws in the Stat_e in which the Property is located, or One Million Dollars ($ l ,000,000.00) per person and accident, whichever 1's greater. d. Umbrella Insurance: Limits of not less than Thrae Million Dollars ($3,000,000.00) per occurrence. e‘ Loss of Income, Extra Expense and Business Interruption Insurance: In such amounts as will reimburse Tenant for 12 months of direct or indirect loss of earnings attributable to all perils commonly insured against by prudent tenants or attn'butable to prevention of access to the Premises, Tenant’s parking areas or to the Building as a result of such perils. 1.15 Tenant Improvements: The improvements previously installed in the Premises, if any, and the tenant improvements to be installed in the Premises by Landlord or Tenant, if any, as described in the Work Letter attached hereto as Exhibit C (the "Work Letter"). 1.16 Tenant's Percentage: “Tenant’s Percentage” of the Building shall be (a) 47.04% during the first year of the Term based on the ratio that 22,744 rcntable square feet bears to 48,350 rentablc square feet in the Building, (b) 82.73% during the second year of the Term based on the ratio that 40,000 rentable square feet bears to 48,350 rentable square feet in the Building, and (c) 100% thereafter for the remainder of the Term. Building Percentage of Property: 47,12%, which is the ratio that the rentable square footage of the Building bars to the rcntable square footage of all buildings within the Propexty (hereinafter, the "Building Percentage"). Accordingly, as more particularly provided in Section 1.18 hereof, Operating Expenses include the Building Percentage of all such items which are common to the entire Property. l. l7 Common Areas; Definitions; Tenant's Rights. During the Term, Tenant shall have the non-exclusivc right to use, in common with other tenants in the Property, and subject to the Rules and Regulations referred to in Anicle 9 of the Standard Lease Provisions, those portions of the Property (the "Common Areas") not leased or designated for lease to tenants that axe provided for use in common by Landlord, Tenant and any other tenants of the Property (or by the sublessees, agents. employees, customers invitees, guests or licensees of any such party), whether or not those areas are open to the general public. The Common Areas shall include, without limitation,_all areas of the Building outside of the Premises and outside of any premises leased or desiglated for lease to tenants, the common entrances, lobbies, common restrooms, accessways, loading docks, ramps, drives and platforms and any passageways and serviceways thereto to the extent not exclusively serving another tenant or contained within another tenant's premises. and the common pipes, conduits, Wires and appurtenant equipment serving the Premises, the parking areas (subject to Article ll of the Standard Lease Provisions), loading and unloading areas, trash areas, roadways, sidcwalks, walkways, parkways, driveways and landscaped areas appurtenant to the Building, fixtures, systems, decor, facilities and landscaping contained, maintained or used in connection with those areas, and shall be deemed to include any city sidewalks adjacent to the Property, any pedestrian walkway system, park or other facilities located on the Site and open to the general public. 1.18 Operating Expenses. a. Triple Net Lease. Except as otherwise provided herein, all Rent (as that term is defined under Section 5.2 of the Standard Lmse Provisions) shall be absolutely net to Landlord so that this Lease shall yield net to Landlord the Rent to be paid each month during the Term of this Lease. Accordingly, and except as otherwise provided in this Lease, a1! costs, expenses and obligations of every kind or nature whatsoever relating to the Premises which may arise or become due during the Term of this Lease including, without limitation, all costs and expenses of maintenance and repairs, insurance and taxes, shall be paid by Tenant. Nothing herein contained shall be deemed to require Tenant to pay or discharge any liens or mortgages of any character whatsoever which may exist or hereafter be placed upon the Premises by an affirmative act or omission of Landlord. b. Operating Expenses. In addition to the Monthly Base Rent, Tenant shall pay to Landlord Tenant's Percentage of Operating Expenses (which includes the Building Percentage of all costs and expenses of operation and maintenance of the Common Areas and the Site), in the manner and at the times set forth in the following provisions of this Section 1.18. "Operating Expenses" shall consist of all costs and expenses of operation, maintenance and repair of the Building and Common Areas as determined by standard accounting practices and calculated assuming the Building is at least ninety-five percent (95%) occupied, together with the Building Percentage of all costs and expenses of operation and maintenance of the Common Areas and the Site as determined by standard accounting practices and calculated assuming the Property is at least ninety-flve percent (95%) occupied. Operating Expenses include the following costs by way of illustration but not limitation: (i) any and all assessments imposed with respect to the Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Propeny; (ii) costs, levies or assessments resulting from statutes or regulations LBA\Milpitas Town Center\Yaana Lease-S promulgated by any government authority in connection with the use or occupancy of the Site, Building or the Premises; (iii) all costs of utilities serving the Common Areas and any costs of militias for the Premises which are not separately metered, (iv) all Taxes and Insurance Costs as defined in the Standard Lease Provisions, (V) waste disposal; (vi) security, if any; (vii) costs incurred in the management of the Site, Building and Common Areas, including, without limitation: (1) supplies, materials, equipment and tools, (2) wages, salaries, benefits, pension payments, fringe benefits, (and payroll taxes, insurance and similar governmental charges related thereto) 70f employees used in the operation and maintenance of the Site, Building and Common Areas, (3) the rental of personal property used by Landlord's personnel in the maintenance, repair and operation of the Property, (4) accounting fees, legal fees and real estate consultant's fees, and (5) a management/administrative fee not to exceed three percent (3%) of the gross revenues from the Property ; (viii) repair and maintenance of other portions of the Building other than such portions as are maintained by Tenant, including the elevators (if any), restrooms (if any), structural and non-structural portions of the Building, and the plumbing, heating, ventilating, air-cond-itioning and electrical systems installed or furnished by Landlord and not maintained by Tenant pursuant to Section 8.2 of the Standard [case Provisions; (ix) maintenance, costs and upkeep of all parking and Common Areas; (x) amonization on a straight-Iine basis over the useful life together with interest at five percent (5%) on the unamoxtized balance of all costs of a capital nature (including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools): (l) reasonably intended to produce a reduction in operating charges or energy consumption; or (2) required after the date of this Lease under any Law that was not applicable to the Building at the time it was originally constructed; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Building, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (xi) costs and expenses of gardening and landscaping; (xii) maintenance of signs (other than signs of tenants of the Site); (xiii) personal property taxes levied on or attributable to personal property used in connection with the Building, the Common Amas and/or the Site; and (xiv) costs and expenses of repairs, resurfacing, repairing, maintenance. painting, lighting and similar items, excluding reserves other than for any Operating Expenses estimated to be incurred for the ensuring year. Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses among different tenants and/or different buildings and/or difierence premises of the Property based upon differing levels of use, demand, risk or other distinctions among such parties, premises or Buildings (the "Cost Pools"). Such Cost Pools may include, for example, all office space tenants or industrial/R&D space tenants in the Property and may be modified to take into account the addition of any additional buildings within the Propeny. Accordingly, in the event of such allocations into Cost Pools, Tenant's Percentage shall be appropriately adjusted to reflect such allocation. In addition, if Landlord does not furnish a paxticular service or work (the cost of which, if furnished by Landlord would be included in Operating Expenses) to a tenant (other than Tenant) that has undertaken to perform such service or work in lieu of receiving it from Landlord, then Operating Expenses, Insurance Costs, costs of utilities and/or Taxes, as applicable, shall be considered to be increased by an amount equal to the additional Operating Expenses, Insurance Costs, costs of utilities and/or Taxes that Landlord would rwsonably have incurred had Landlord furnished such service or work to that tenant c. Exclusions from Operating Expenses. Notwithstanding anything to the contrary contained elsewhere in this Section 1.18‘, the following items shall be excluded from Operating Expensm: (i) Costs of decorating, rcdecorating, or spacial cleaning or other servicm provided to certain tenants and not providad on a regular basis to all tenants of the Building; (ii) Any charge for depreciation of the Building or equipment and any interest or other financing charge; (iii) A11 costs relating to activities for the marketing, solicitation, negotiation and execution of leases of space in the Building, including without limitation, costs of tenant improvements; (iv) A11 costs for which Tenant or any other tenant in the Building is being charged other than pursuant to the operating expense clauses of leases for the Building; (v) The cost of correcting defects in the construction of the Building or in the building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear will not be deemed defects for the purpose of this category; (vi) To the extent Landlord is reimbursed by third parties, the cost of repair made by Landlord because of the total or partial destruction of the Building or the condemnation of a portion of the Building; (vii) The cost of any items for which Landlord is reimbursed by insurance or otherwise compensated by parties other than tenants of the Building pursuant to clauses similar to this paragraph; (viii) Any operating expense reprmenting an amount paid to a related corporation, entity, or person which is in excws of the amount which would be paid in the absence of such relationship; (ix) The cost of any work or service performed for or facilities furnished to any tenant of the Building to a greater extent or in a manner more favorable to such tenant than that perfonned for or furnished to Tenant; (x) The cost of alteratipns of space in the Building leased to other tenants; (xi) Ground rent or similar payments to a ground lessor; (xii) Legal fem and related expenses incurred by Landlord (together with any damages awarded against Landlord) due to the gross negligence or willful misconduct of Landlord; (xiii) Costs arising from the presence of any Hazardous Materials within, upon or beneath the Property by reason of Landlord's introduction thereof to the Property in violation of Environmental Law applicable as of the date of such introduction; (xiv) Salaries and compensation of ownership and management personnel to the extent that such persons provide services to properties other than the Building; (xv) Costs of selling or refinancing Landlord‘s interest in the Building; and (xvi) costs and expenses for improvements which would be capitalized under genemlly accepted accounting LBA\MIIp‘tas Town Center\Yaana Lease-S principlm, except the amortized costs, with interest, of such capital improvements expressly set forth in part (x) of Section 1.18(b) above and in Section 1.19(b) shall be included in Operating Expenses. d. Estimate Statement and Payment of Tenant's Percentage of Operating Expenses. By the first day of April (or as soon as practicable thercafier) of each calendar year during the Term, Landlord shall endeavor to deliver to Tenant a statement ("Estimate Statement") estimating the Tenant's Percentage of Operating Expensw for the current calendar year. If at any time during the Term, but not more often than quarterly, Landlord reasonably determines that the estimated amount of Tenant's Percentage of Operating Expenses payable by Tenant for the current calendar year will be greater or lass than the amount set forth in the then current Estimate Statement, Landlord may issue a revised Estimate Statement and Tenant agrees to pay Landlord, within ten (10) days of receipt of the revised Estimate Statement, the difference between the amount owed by Tenant under such revised Estimate Statement and the amount owed by Tenant under the original Estimate Statement for the portion of the then current calendar year which has expired. Thereafter Tenant agrees to pay Tenant‘s Percentage of Operating Expenses based on such revised Estimate Statement until Tenant receives the next calendar year‘s Estimate Statement or a new revised Estimate Statement for the cunent calendar year. Tenant's Percentage of Operating Expensw shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall be divided into twelve (12) equal monthly installments, and Tenant shall pay to Landlord, concurrently with the regular monthly Rent payment next due following the receipt of the Estimate Statement (or revised Estimate Statement, as applicable), an amount equal to one (1) monthly installment of such Tenant's Percentage of Operating Expenses multiplied by the number of months from January in the calendar year in which such statement is submitted to the month of such payment, both months inclusive (lass any amounts previously paid by Tenant with respect to any previously delivered Estimate Statement or revised Estimate Statement for such calendar year). Subsequent installments shall be paid concurrently with the regular monthly Rent payments for the balance of the calendar year and shall continue until the next calendar year's Estimate Statement (or current calendar year's revised Estimate Statement) is received. e. Actual Statement. By the first day of June (or as soon as practicable thereafter) of each subsequent calendar year during the Term, Landlord shall deliver to Tenant a statement ("Actual Statement") which states the Tenant's Percentage of actual Operating Expenses payable by Tenant for the immediately preceding calendar year. If the Acmal Statement reveals that the Tenant's Percentage of actual Operating Expenses was more than the Tenant‘s Percentage of estimated Operating Expenses paid by Tenant with respect to the preceding calendar year, Tenant agrees to pay Landlord the difference in a lump sum within thirty (30) days of receipt of the Actual Statement. Such obligation will be a continuing one which will survive the expiration or earlier tcnnination of this Lease. If the Actual Statement reveals that the Tenant's Percentage of actual Operating Expenses was less than the Operating Expenses paid by Tenant with respect to the preceding calendar year, Landlord will credit any overpayment toward the next monthly installment(s) of Rent due from Tenant. Prior to the expiration or sooner termination of the Term and Landlord's acceptance of Tenant‘s surrender of the Premises, Landlord will have the right to reasonably estimate the Tenant's Percentage of actual Operating Expenses for the then current calendar year and to collect from Tenant prior to Tenant's sunender of the Premises, any excess of such Tenant's Percentage of actual Operating Expenses over the Tenant's Percentage of estimated Operating Expenses paid by Tenant in such calendar year. f. No Release. Any delay or failure by Landlord in delivering any Estimate Statement or Actual Statement pursuant to this Section 1.18 shall not constitute a Waiver of its right to receive Tenant's payment of Tenant's Percentage of Operating Expenses, nor shall it relieve Tenant of its obligations to pay Operating Expenses pursuant to this Section 1.18, except that Tenant shall not be obligated to make any payments based on such Estimate or Actual Statement until thirty (30) days after receipt of such statement. g. Review. Within one hundred twenty (120) days after receiving Landlord’s Actual Statement, Tenant may, upon advance written notice to Landlord and during reasonable business hours, cause a review of Landlord’s books and records with respect to the preceding calendar year only to determine the accuracy of Landlord’s Actual Statement. Landloxd shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent, at Tenant’s sole cost and expense, to review Landlord’s records, the agent shall be an independent accountant of national standing Which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to a confidentiality agreement. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to the Actual Statement of Operating Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Tenant fails to provide Landlord with a timely Objection Notice, Landlord's Actual Statement shall be deemed final and binding, and Tenant shall have no further right to review or object to such statement. If .5. LBA\M|lp6tas Town Center\Yaana Lease-S Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit-against the next installment of Rent or reimbursement if insufficient Term left to cover a credit in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days after such determination. If it is reasonably determined by such audits that Tenant overpaid Tenant’s Percentage in Operating-Expenses by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable costs of Tenant’s audit performed by unaffiliated third parties, but in no event shall costs be more than $5,000.00. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be pennittcd to review Landlord’s records or to dispute any statement of Operating Expenses unless Tenant has paid and continua to pay all Rent when due.] 1.19 Utilities and Services‘ a. Utilities and Services. As used in this Lease, "Premises Utilities Costs" shall mean all actual charges for utilities for the Premises of any kind, including but not limited to water, sewer and electricity, telecommunications and cable service, and the costs of heating, ventilating and air conditioning and other utilities as well as related few, asswsments and surcharges. Tenant shall contract directly for all utilities servicm for the Premises and shall pay all Premises Utilities Costs directly to the various utility service providers providing suc‘h utility servicw to the Premises. Should landlord elect to supply any or all of such utilities, Tenant agrees to purchase and pay for the same as Additional Rent. Tenant shall reimburse Landlord within ten (10) days of billing for fixture charges and/or water tariffs, if applicable, which are charged to Landlord by local utility companies. Landlord will notify Tenant of this charge as soon as it becomes known. This charge will increase or decrmse with current charges being levied against Landlord, the Premises or the Building by the local utility company, and will be due as Additional Rent. In no event shall Landlord be liable for any interruption or failure in the supply of any such utility or other services to Tenant, In no event shall any Rent owed Landlord under this Lease be abated by reason of the failure to furnish, delay in furnishing, unavailability or diminution in quality or quantity of any such utility or other services or interference with Tenant’s business operations as a result of any such occurrence; nor shall any such occurrence constitute an actual or constructive eviction of Tenant or a breach of an implied warranty by Landlord. b. Maintenance/Janitorial/Service Contracts. Tenant shall, at its sole cost and expense, repair and maintain, and enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor to service, all hot water, heating and air conditioning systems and equipment ("HVAC") within the Premises, or which serve the Premises exclusively, including, without limitation, any rooftop package HVAC units, distribution lines and internal venting systems. Such repair and maintenance shall include any and all sefvices reqfiired to conform and maintain the HVAC units in compliance with current ASHRAE Standards. As used herein, "ASHRAE Standards" shall mean those standards established by the American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc. (ASHRAE) and Air Conditioning Contractors of America (ACCA) Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems, ANSI/ASHRAE/ACCA Standard 180-2008, as the same may be amended from time to time. A11 cleaning and janitorial services, including regular removal of trash and debris, for the Premises shall be performed and obtained, at Tenant's sole cost and expense, exclusively by or through Tenant or Tenant's janitorial contractors. The maintenance contractor and janitorial contractor and the contracts for same must be approved in writing by Landlord in advance. A11 maintenance/service contracts shall include all services recommended by the equipment manufacturer within the operation/maintenance manual and all services required to conform and maintain the HVAC in compliance with current ASHRAE Standards, and shall become effective (and a copy thereof delivered to Landlord) within thirty (30) days following the date Tenant takes possession of the Premises. In the event Tenant fails to procure and maintain the required contracts and such failure continues for ten (10) days after written notice from Landlord, Landlord rwerves the right, upon notice to Tenant, to procure and maintain any or all of such service contracts, and if Landlord so elects, Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after request, for the cost therefor. Landlord agrees to perform the work for the replacement of the HVAC unit(s) servicing the Premises, but not for any supplemental HVAC equipment installed by Tenant, if such HVAC unit(s) need to be replaced as and when reasonably determined by Landlord, provided that Tenant has maintained the HVAC units and systems as required under this Lease and where such work is not due to any negligence or willful misconduct of Tenant or any of Tenant’s Panies or due to any unauthorized alterations or improvements by Tenant. However, Tenant shall pay to Landlord the amonized portion of the cost for any such work as Additional Rent, amortized over the useful life of the replacement as reasonably determined by Landlord, together with interest at five percent (5%) per annum, and Tenant’s Percentage of such amortized costs shall be 100% since it will only pertain to HVAC units for the Premises. c. Tenant's Obligations. Tenant shall cooperate fully at all times with Landlord, and abide by cunent ASHRAE Standards and all reasonable regulations and requirements which Landlord .6. LBA\MHpitas Town Center\Yaana Lease-8 may prescribe for the proper functioning and protection of the Building's services and systems. Tenant shall not connect any conduit, pipe, apparatus or other device to the Building‘s water, waste or other supply lines or systems for any purpose without the prior written approval of Landlord. Neither Tenant nor its employees, agents, contractors, licensees or invitees shall at any time enter, adjmt, tamper with, touch or otherwise in any manner affect the mechanical installations or facilities of the Building. d. Landlord's Obligations. In addition to any repair obligations of Landlord set forth elsewhere in this Lease, Landlord, at Landlord’s cost (subject to inclusion as pan of Operating Expenses), shall repair, maintain and replace as necessary, the foundation and structural elements of the Building (including structural load bearing walls and roof structure), and utility meters, electrical lines, pipes and conduits sewing the Building and the Premises, and all Common Areas of the Property; provided, however, to the extent such maintenance, repairs or replacements are required as a result of any act, neglect, fault or omission of Tenant or any of Tenant's Parties, Tenant shall pay to Landlord, as Additional Rent, the costs of such maintenance, repairs and replacements. 1.20 Additional Hazardous Materials Requirements. In addition to Tenant's obligations under Article 10 of the Standard. Lease Provisions, Tenant shall comply with the following provisions with respect to Hamrdous Materials (as that term is defined in Article 10): a. Environmental Questionnaire; Disclosure. Pn'or to the execution of this Lease, Tenant shall complete, execute and deliver to Landlord an Environmental Questionnaire and Disclosure Statement (the "Environmental Questionnaire") in the form of Exhibit G. and Tenant shall certify to Landlord all information contained in the Environmental Questionnaire as true and correct to the best of Tenant's knowledge and belief. The completed Environmental Questionnaire shall be deemed incorporated into this Lease for all purposes, and Landlord shall be entitled to rely fully on the information contained therein, On each anniversaryof the Commencement Date (each such date is hereinafier referred to as a "Disclosure Date"), until and including the first Disclosure Date occurring after the expiration or sooner termination of this Lease, Tenant shall disclose to Landlord in writing the names and amounts of all Hazardous Materials, or any combination thereof, that were stored, generated, used or disposed of on, under or about the Premises for the twelve (12) month pcn'od prior to each Disclosure Date, and that Tenant intends to store, generate, use or dispose of on, under or about the Premises through the next Disclosure Date. At Landlord's request, Tenant's disclosure obligations under this Section 1.20 shall include a requirement that Tenant update, execute and deliver to Landlord the Environmental Questionnaire, as the same may be reasonably modified by Landlord from time to time; provided, however, Tenant shall not be required to update the Environmental Questionnaire more than once per year unless an environmental event of default has occurred or Tenant has materially changed its business. In addition to the foregoing, Tenant shall promptly notify Landlord of, and shall promptly provide Landlord with true, correct, complete and legible copies of, all of the following environmental items relating to the Premises: reports filed pursuant to any self reporting requirements; reports filed pursuant to any Environmental LaWS or this Lease; all permit applications, permits, monitoring reports, workplace exposure and community exposure warnings or notices, and all other reports, disclosures, plans or documents (even those that may be characterized as confidential) relating to water discharges, air pollution, waste generation or disposal, underground storage tanks or Hazardous Materials; all orders, reports, notices, listings and correspondence (even those that may be considered confidential) of or concerning the release, investigation, compliance. clean up, remedial and corrective actions, and abatement of Hazardous Materials whether or not required by Environmental Laws; and all complaints, pleadings and other legal documents filed against Tenant related to Tenant's use, handling, storage or disposal of Hazardous Materials. b. Inspection; Compliance. Landlord and Landlord Parties (as that term is defined in Article 10) shall have the right, but not the obligation, to inspect, investigate, sample and/or monitor the Premises, including any air, soil, water, groundwater or bther sampling, and any other testing, digging, drilling or analyses, at any time to determine whether Tenant is complying with the terms of this Section 1.20 and Anicle 10, and in connection therewith, Tenant shall provide Landlord with access to all relevant facilities, records and personnel. If Tenant is not in compliance with any of the provisions of this Section 1.20 and Article 10, or in the event of a release of any Hazardous Materials on, under, from or about the Premises, Landlord and Landlord Parties shall have the right, but not the obligation, without limitation on any of Landlord's other rights and remediw under this Lease, to immediately enter upon the Premises and to discharge Tenant's obligations under this Section 1.20 and Article 10 at Tenant's expense, including without limitation the taking of emergency or long term remedial action. Landlord and Landlord Parties shall use reasonable efforts to minimize interference with Tenant's business. In addition, Landlbrd, at Tenant's sole cost and expense; shall ha've the 'right, but not the obligation. to join and participate in any legal proceedings or actions initiated in connection with any claims or causes of action arising out of the storage. generation, use or diSposal by Tenant or Tenant's Parties of Hazardous Materials on, under, from or about the Premises, A11 sums reasonably disbursed, deposited or incurred by Landlord in connection herewith, including, but not limited to, all costs, expenses and actual attomeys' fees, shall be due and payable by Tenant to Landlord, as an item of Additional Rent, on demand by Landlord, together with interest thereon at the Interest Rate from the date of such demand until paid by LBA\Mllpltas Town Center\Yaana Lease-S Tenant. Landlord agrees that if any testing proves that the Tenant or Tenant‘s Parties have no responsibillty for the presence of said Hazardous Materials, Tenant shall not be liable for any costs or expenses in connection with such inspection, tmting and monitoring. c. Tenant Obligations. If the prwence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant's Panix results in (i) injury to any person, (ii) injury to or contamination of the Premises, or (iii) injury to or contamination of any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of Landlord under this Lease, Tenant shall pay the cost of any cleanup work performed on, under or about the Premises as required by this Lease or any Environmental Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant's Parties. If Landlord has reason to believe that Tenant or Tenant's Parties may have caused or permitted the release of any Hazardous Matérials on, under, from or about the Premises, then Landlord may require Tenant, at Tenant's 'sole cost and expense, to conduct monitoring activities on or about the Premises satisfactory to Landlord, in its reasonable judgment, concerning such release of Hazardous Materials on, under, from or about the Premises. Notwithstanding anything to the contrary contained in the foregoing, Tenant shall not, without Landlord's prior written consent, take any remedial action in response to the presence of any Hazardous Materials on, under or about the Premises, or enter into any settlement agreement, consent decree or other compromise with any governmental agency with respect to any Hazardous Materials claims; provided, however, Landlord's prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises (i) poses an immediate threat to the health, safety or welfare of any individual, or (ii) is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord's consent before taking such action. Tenant's failure to timely comply with this Section 1.20 shall constitute an event of default under this Lease. d. Tenant's Responsibility at Conclusion of Lease. Promptly upon the expiration or sooner termination of this Lease, Tenant shall represent to Landlord in writing that (i) Tenant has made a diligent effon to determine whether any Hazardous Materials are on, under or about the Premises, as a result of any acts or omissions of Tenant or Tenant's Parties and (ii) no such Hazardous Materials exist on, under or about the Premises, other than as specifically identified to Landlord by Tenant in writing. If Tenant discloses the existence of Hazardous Materials on, under or about the Premises or if Landlord at any time discovers that Tenant or Tenant‘s Parties caused or permitted the release of any Hazardous Materials on, under, from or about the Premises, Tenant shall, at Landlord's request, immediately prepare and submit to Landlord within thirty (30) days after such request a comprehensive plan, subject to Landlord's approval, Specifying the actions to be taken by Tenam to return the Premises to the condition existing prior to the introduction of such Hazardous Materials. Upon Landlord's approval of such clean up plan, Tenant shall, at Tenant's sole cost and expense, without limitation on any rights and remedies of Landlord under this Lease or at law or in equity, immediately implement such plan and proceed to clean up such Hazardous Materials in accordance with all Environmental Laws and as required by such plan and this Lease. e. Landlord’s Representation. As of the date hereof, Landlord has not received written notice from any governmental agencies that the Building is currently in violation of any Environmental Laws. Further, to the actual knowledge, without independent investigation, of Landlord as of the date of this Lease, there are no Hazardous Materials at the Building in violation of applicable Environmental Laws. Notwithstanding anything contained herein, neither Tenant nor any of Tenant’s Parties (as defined in Article 10) shall be liable or responsible for any Hazardous Materials in, on, under or about the Premises, the Building, the Propeny or any adjacent property, existing prior to the Commencement Date, or any migration of Hazardous Materials in, on, under or about the Premises, the Building, the Project or any adjacent property, at any time, unleSS caused by Tenant or any of Tenant’s Parties. [REST OF PAGE INTENTIONALLY BLANK] LBA\Milpltas Town Center\Yaana Lease-8 STANDARD LEASE PROVISIONS ARTICLE 2 J LEASE 2.1 Lease Elements; Definitions; Exhibits. The Lease is comprised of the Lease Summary and Property Specific Provisions (the "Summary"), these Standard Lease Provisions ("Standard Lease Provisions") and all exhibits, and riders attached hereto (collectively, "Exhibits"), a1] of which are incorporated together as part of one and the same instrument. A1] references in any such documents and instruments to "Lease" means the Summary, these Standard Lease Provisions and all Exhibits attached hereto. All terms used in this Lease shall have the meanings ascribed to such terms in the Summary, these Standard [case Provisions and any Exhibits. To the extent of any inconsistency between the terms and conditions of the Summary, these Standard Lease Provisions, or any Exhibits attached hereto, the Summary and any Exhibits attached hereto shall control over these Standard Lease Provisions. ARTICLE 3 - PREMISES 3.1 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, upon and subject to, the terms, covenants and conditions of this Lease. Each party covenants and agrees, as a maten'al pan of the consideration for this Lease, to keep and perform their respective obligations under this Lease. 3.2 Landlord's Reserved Rights. Landlord reserves the right from time to time to do any of the following: (a) expand the Building and construct or alter other buildings or improvements on the Property as long as Tenant's parking ratio is not substantially and adversely impacted; (b) make any changes, additions, improvements, maintenance, repairs or replacements in or to the Property, Common Areas and/or the Building (including the Premises if required to do so by any applicable Laws or to the extent necessary in conjunction with any improvements to the Property, Common Areas and/or the Building, provided that Tenant's use of the Premises is not materially and adversely affected), and the fixtures and equipment thereof, including, without limitation: (i) maintenance, replacement and relocation of pipes, ducts, conduits, wires and meters and equipment above the ceiling surfaces, below the floor surfaces and within the walls of the Building and the Premises; and (ii) changes in the location, size, shape and number of driveways, entrances, Stairways, elevators, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways. easements, parking spaces and parking areas as long as Tenant's parking ratio is not substantially and adversely impacted; (c) close temporarily any of the Property while engaged in making repairs, improvements or alterations to the Property; and (d) perform such other acts and make such other changes with respect to the Property, as Landlord may, in the exercise of good'faith business judgment, deem to be appropriate. If Landlord is required to reconfigure the Premises as a result of any changes to the Property, Common Areas and/or the Building as a result of Landlord‘s exercise of its rights under this Section 3.2, Landlord shall provide Tenant with reasonable advance written notice of the construction schedule to the extent that the Premises arc affected, and Landlord shall use its reasonable efforts to minimize, as reasonably practicable, the interference with Tenant's business as a result of any such construction. A11 measurements of rentablc area in this Lease shall be deemed to be correct. ARTICLE 4 - TERM AND POSSESSION 4.1 Term; Notice of Lease Dates. The Term shall be for the period designated in the Summary commencing on the Commencement Date and ending on the Expiration Date, unless the Term is sooner terminated or extended as provided in this Lease. If the Commencement Date falls on any day other than thc first day of a calendar month then the Term will be measured from the first day of the month following the month in which the Commencement Date occurs. Within ten (10) business days after Landlord's written request, Tenant shall execute a written confirmation of the Commencement Date and Expiration Date of the Term in the form of the Notice of Lease Term Dates attached hereto as Exhibit D. The Notice of Lease Term Dates shall be binding upon Tenant unless Tenant reasonably objects thereto in writing within such ten (10) business day period. 4,2 Possession. Landlord shall deliver possession of the Premises to Tenant as provided in the Work Letter, or if no Work Letter is attached hereto, Landlord shall deliver possession of the Premises to Tenant in its then as-is condition, and in either event=subject to the provisions of Section 4.3 below, Tenant agrees that if Landlord is unable to deliver possession O_f the Premises to Tenant on or prior to the Commencement Date or the Estimated Commencement Date, the Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, Landlord will not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: (i) a copy of this Lease fully executed by Tenant; (ii) any Security Deposit, Guaranty and/or Letter of Credit required hereunder and .9. LBA\M|IpItas Town Center\Yaana Lease-8 the first installment of Monthly Base Rent and Additional Rent, if any, due under this Lease; and (iii) copies of Tenant's insurance certificates as required hereunder. 4.3 Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean condition and free of debris, with the existing Building-standard plumbing, lighting, electrical and HVAC systems (collectively, the "Operating Systems") in good operating condition and the roof water tight as of the Commencement Date. If any of such Operating Systcms or elements should malfunction or fail within the warranty period below, as Tenant's sole remedy for Landlord's breach of this warranty, Landlord shall, as Landlord's sole obligationtpromptlytafter receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord's expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant's Parties. The warranty pen'od shall be sixty (60) days after delivery of the Premises to Tenant. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant as provided in this Lease. Tenant acknowledges that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant's business, and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, and (ii) the acceptance of possession of the Premises by Tenant shall actablish that the Premisw, the Building and the Preperty were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pUrsuant to the Work Letter completed and without any obligation on Landlord's part to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items identified by the parties to be corrected by Landlord, if any, as provided in the Work Letter. 4,4 Early Access. So long as Landlord has received from Tenant the first month's Monthly Base Rent due pursuant to Section 5.1 of this Lease, certificates satisfactory to Landlord evidencing the insurance required to be carried by Tenant under this Lease, and, as applicable, the Security Deposit and Letter of Credit, and so long as the Tenant and its contractors and employees do not interfere with the completion of the Tenant Improvements, Tenant andTenant's designated contractors shall havesaccess to the Premises for a period of two (2) weeks prior to the estimated Commencement Date (the "Early , Access Period"), for purposes of installing Tenant's furniture, fixtures, and equipment ("Tenant‘s Work"). Tenant’s Work shall be perfonned by Tenant at Tenant's sole cost and expense. Tenant's access to the Premises during the Early Access Period shall be subject to all terms and conditions of this Lease, except that Tenant shall not be obligated to pay Rent during the Early Access Period until the Commencement Date. Tenant agess to provide Landlord with pn’or notice of any such intended early access and to cooperate with Landlord during the period of any such early access So as not to interfere with Landlord in the completion of any Landlord's work in the Premises pursuant to the Work Letter (the "Landlord's Work“). Should Landlord determine such early access interferes with Landlord's Work, Landlord may deny Tenant access to the Premises until Landlord's Work is substantially completed. Tenant shall promptly surrender any keys of other means of access to the Premises and otherwise comply with such denial. ARTICLE 5 - RENT 5.1 Monthly Base Rent. Tenant agrees to pay Landlord, the Monthly Base Rent as designated in the Summary. Monthly Base Rent and recurring monthly charges of Additional Rent (defined below) shall be paid by Tenant in advance on the first day of each and every calendar month ("Due Date") during the Term, except that the a full month's Monthly Base Rent and Additional Rent shall be paid upon Tenant's execution and delivery of this Lease to Landlord. Monthly Base Rent for any paflial month shall be prorated in the proportion that the number of days this Lease is in effect during such month bears to the actual number of days in such month. 5.2 Additional Rent. All amounts and charges payable by Tenant under this Lease in addition to Monthly Base Rent, if any, including, without limitation, payments for Operating Expenses, Taxes, Insurance Costs and Premises Utilities Costs to the extent payable by Tenant under this Lease shall be considered "Additional Rent", and the word "Rent" in this Lease shall include Monthly Base Rent and all such Additional Rent unless the context specifically states or clearly implies that only Monthly Base Rent is referenced. Rent shall be paid to Landlord, without any prior notice or demand therefor and without any notice, deduction or offset, in lawful money of the United States of America. 5.3 Late Charges & Interest Rate. If Landlord docs not receive Rent or any other payment due from Tenant by the Due Date, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such past due Rent or other payment. Tenant agrees that this late charge represents a fair and reasonable mtimate of the cost Landlord will incur by reason of Tenant‘s late payment. Accepting any late charge shall not constitute a waiver by Landlord of Tenant’s default with respect to any overdue amount nor prevent Landlord from exercising any other rights or remedies available to Landlord. If any .10, LBA\Mllpltas Town CenterWaana Lease-S installment of Monthly Base Rent or Additional Rent, or any other amount payable by Tenant hereunder is not received by Landlord by the Due Date, it shall bear interest at the Interest Rate set forth in the Summary from the Due Date until paid. A11 interest, and any late charges imposed pursuant to this Section 5.3, shall be considered Additional Rent due from Tenant to Landlord under the terms of this Lease. Notwithstanding the foregoing provisions of this Section 5.3, on the first two occasion each calendar year during the Term, Landlord shall not assess a late charge or interest on any unpaid amount due if the amount past due is paid within five (5) days after written notice of such past due amount; provided, however, that Tenant shall pay to Landlord a late charge and interest on any and all other late payments not paid by each Due Date without any notice dun'ng the remainder of each such calendar year. ARTICLE 6 - SECURITY DEPOSIT AND LETTER OF CREDIT 6.1 Security Deposit. Concurrently with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall deposit with Landlord the Security Deposit, if any, designated in the Summary. The Security Deposit shall be held by Landlord as secuxjity for the full and faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be performed by Tenant during the Term. If Tenant defaults with respect to any of its obligations under this Lease, Landlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any Monthly Base Rent, Additional Rent or any other sum in default, or for the payment of any other amount, loss or damage which Landlord may spend, incur or suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied. Tenant shall, within ten (10) days after demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant within sixty (60) days following the expiration of the Term. If Landlord sells its interest in the Building during the Term and if Landlord deposits with or credits to the purchaser the Security Deposit (or balance thereof), then, upon such sale, Landlord shall be discharged from any further liability with respect to the Secuxity Deposit. Tenant hereby waives the provisions of Section 1950.7 (excluding subsection (b)) of the California Civil Code and agees that the provisions of this Article 6 shall govern the treatment of Tenant's Security Deposit in all respects for this Lease. 6,2 Letter of Credit. Concurrent with its execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful perfoxmance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach, default or failure to perform by Tenant under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form reasonably acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount set forth in Section 1.9 above (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. ’I‘he bank issuing the same (the “Bank”) shall be subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the proposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any governmental agency for any reason or does not meet the standards to be approved an Acceptable Issuing Bank, Tenant shall deliver a replacement Letter of Credit from another Bank approved by Landlord that meets the standards for an Acceptable Issuing Bank within the earlier of (i) thiny (30) days afier notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by 'the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: (1) shall be “callable” at sight, inevo'cable, and unconditional; (2) shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is sixty (60) days after the expiration of the Term (as the Term may be extended). The Letter of Credit may be for one year pen'od, provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the issuing Bank will not renew or extend the Letter of Credit, in which case Tenant shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; -11. LBA\MI|pitas Town Center\Yaana Lease8 I (3) shall be fully assignable by Landlord, its successors, and assignees of its Interest in the Premises; (4) shall permit panial draws and multiple presentations and drawings; and (5) shall be otherwise subject to the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the International Standby Practices-ISP 98, lntemational Chamber of Commerce Publication No. 590 (1998). 6.2.1 Transfers. The Letter of Credit shall also provide that Landlord, its successors, and assigns, may, at any time and without notice to Tenant and without first obtaining Tenant’s consent, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person, or entity, provided such transferee is the assignee of the Landlord’s fights and interests in and to this Lease, or to any lender providing financing to Landlord. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part, to the transferee and Landlord shall then (provided such transferee assumes all of Landlord‘s obligations under this Lease accruing from and afler the effective date of such transferee’s acquisition of the Building), be released by Tenant from all liability therefor, and it is agreed that the provisions of this Section shall apply to every transfer or assignment of the whole or any portion of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall execute and submit to the Bank such applications, documents, and instruments as may be necwsary to effectuate such transfer, and Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection with any such transfer. 6.2.2 Restoration. If, as a result of any drawing by Landlord on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) business days after the dmwdown by Landlord, take such actions as are required to rmtore the Letter of Credit Amount, which may include, but is not limited to, providing Landlord with additional Letter(s) of Credit in an amount equal to the deficiency or provide a replacement Letter of Credit for the full Letter of Credit Amount, provided such additional Letter(s) of Credit or replacement Letter of Credit comply with the applicable requirements of the this Section 6.2 and all subsections thereof. If Tenant fails to comply with this requirement, such failure shall be deemed an incurable default by Tenant under the Lease, provided that if Landlord is prevented from delivering a notice of default to Tenant or otherwise declaring a default by Tenant for any reason, including, without limitation, because Tenant has filed a voluntary petition, or an involuntary petition has been filed against Tenant, under the Bankruptcy Code, then no such notice or declaration of default or cure period shall be required for such default under this Lease, 6.2.3 Renewals. Tenant covenants and warrants that it will neither aSSigi nor encumber the Letter of Credit or any part of it and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal of the letter of credit (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than forty-five (45) days before the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as required in Section 6.2 through the Letter of Credit Expiration Date on the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Lctter of Credit in the amount and in accordance with the terms set forth in Section 6.2 and all subsections thereof, Landlord shall have the right draw on Letter of Credit to the Bank and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall be deemed held by Landlord as security in accordance with applicable Laws, but need not be segregated from Landlord’s other assets. 6.2.4 Draws. Tenant acknowledges a_nd agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach, default or failure to perform on the pan of Tenant under this Lease. If Tenant shall breach or fail to perform any provision of this Lease or othenvise be in default under this Lease, Landlord may, but without obligation to do so, and without notice to Tenant, draw on the Letter of Credit and/or use all or any ponion of the cash Security Deposit to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, including any damages that accrue upon termination of the Lease under the Lease and/or Section 1951.2 of the Califomia Civil Code or any similar provision, Landlord shall not be required use the Security Deposit before drawing on the Letter of Credit. The use, application, or retention of any proceeds of the Letter 0f Credit, or any portion of it, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or .12. LBA\Minitas Town Center\Yaana Lease-S by any applicable Law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, following a draw properly made by Landlord of any portion of the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing on such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (1) the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank; (2) Tenant is not a third party beneficiary of such contract; (3) Tenant has no property interest whatsoever in the Latter of Credit; and (4) if Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlo'rd’s claim' or n'ghts to the Letter of Credit by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise. In addition, Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurxed or be applicable: (a) Landlord certifies that such amount is due to Landlord under the terms and conditions of this Lease, or that Tenant is in default beyond all cure periods applicable thereto, provided that if Landlord is prevented from delivering a notice of default to Tenant for any reason, including, without limitation, because Tenant has filed a voluntary petition, or an involuntary petition has been filed against Tenant. under the Bankruptcy Code (hereinafter defined), then no such notice and cure period shall be required; (b) Tenant has filed a Voluntary petition under any chapter of the U.S. Bankruptcy Code or any similar state law (collectively, the “Bankruptcy Code”); (c) Tenant has assigned any or all of itsvassets to creditors in accordance with any federal or state laws; ' (d) an involuntary petition has been filed against Tenant under any chapter of the Bankruptcy Code, which petition is not dismissed within sixty (60) days after the date it is filed; provided, however, that if Tenant is still operating its business in the Premises and this Lease has not been terminated, Landlord may draw upon the Letter of Credit only to the extent such amount is due Landlord under the terms of this Lease or the guaranty of this Lease; or (e) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the Letter of Credit Expiration Date; or (f) the Bank does not meet the standard for an Acceptable Issuing Bank and Tenant has not delivered a replacement Letter of Credit fonn an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. The Bank will honor the Letter of Credit regardless of whether Tenant disputes Landlord’s right to draw on the Letter of Credit. 6.2.5 Reduction in Required Letter of Credit Amount. Provided that, as of each Reduction Date set forth below, Tenant has not previously been nor is Tenant then in breach of or in default under this Lease, Tenant shall be entitled (a) to reduce the Letter of Credit Amount to $127,644.00 at the end of the third year of the Term, and (b) to no longer be required to provide the Letter of Credit by the end of the fourth year of the Term, provided further that, on or before the date for first reduction under clause (a) above, Tenant tenders to Landlord a replacement Letter of Credit or a certificate of amendment to the existing Letter of Credit, conforming in all respects to the requirements of Section 6.2 and all subsections thereof, in the amount of the applicable Letter of Credit Amount. In the event the Letter of Credit Amount 1's reduced pursuant to this schedule, and provided that Tenant timely tenders the replacement or amended Letter of Credit to Landlord in the form required in this section, Landlord shall exchange the Letter of Credit then held by Landlord for the replacement or amended Letter of Credit tendered by Tenant. If the Letter of Credit Amount is not reduced as of any Reduction Date because Tenant is then in default, then such decrease shall be permitted after any such default is cured by Tenant pursuant to the terms of this Lease; provided that no such decrease shall occur if this Lease is terminated early as a result of any default by Tenant. 6.2.6 Not a Securig Demsit. Landlord and Tenant acknowledge and agee that in no event or circumstance shall the Letter of Credit or any renewal of it or any proceeds applied by Landlord as provided in this Lease be (1) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (2) subject to the terms of Section 1950.7 (except subsection (b)), .13. LBA\Mletas Town Center\Yaana Lease-S or (3) intended to serve as a “security deposit” within the meaning of Section 1950.7. Landlord and Tenant (1) agree that Section 1950.7 and any and all other laws, rules, and regulations applicable to security deposits in the commercial context (“Security Deposit Laws") shall have no applicability or relevancy to the Letter of Credit, and (2) waive any and all rights, duties, and obligations either patty may now or in the future have relating to or arising from the Security Deposit Laws, ARTICLE 7 - OPERATING EXPENSES/UTILITIES/SERVICES ‘ 7.1 Operating Expenses, Tenant shall pay for the costs of operation, maintenance, repair and replacement of the Premises, Building and Property as provided in the Summary. 7.2 Utilities and Services. Utilities and services to the Premises and the Property arc described in the Summary. 7.3 Taxes. As used in this Lease, the term "Taxes" means: All real property taxes and assessments, possessory interest taxes, sales taxes, personal property taxes, business or license taxes or fees, goss receipts taxes, license or use fees; excises, transit charges, and other impositions of any kind (including fees "in-lieu" or in substitution of any such tax or assessment) which are now or hereafter assessed, levied, charged or imposed by any public authority upon the Building, Site, Property and/or Premises or any portion thereof, its operations or the Rent den'ved therefrom (or any portion or component thereof, 0r the ownership, operation, or transfer thereof), and any and all costs and expenses (including, Without limitation, reasonable attomeys' fees) incurred in attempting to protest, reduce or minimize the same. Taxes shall not include inheritance or estate taxes imposed upon or assessed against the interest of Landlord, City or County transfer taxes imposed to record a deed, gift taxes, excess profit taxes, franchise taxes, or similar taxes on Landlord's business or any other taxes computed upon the basis of the net income of Landlord. If it shall not be lawful for Tenant to reimburse Landlord for any such Taxes, (he Monthly Base Rent payable to Landlord under this Lease shall be revised to net Landlord the same net rent after imposition of any such Taxes by Landlord as would have been payable to Landlord prior to the payment of any such Taxes. Tenant shall pay for or contribute to Taxes as provided in the Summary. Notwithstanding anything herein to the contrary, Tenant shall be liable for all taxes levied or assessed against personal property, furniture, fixtures, above~standard Tenant Improvements and alterations, additions or improvements placed by or for Tenant in the Premises. Furthermore, Tenant shall pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer tax or value added tax, or any other applicable tax on the rent or services provided herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Property; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. 7.4 Insurance Costs. As used in this Lease, "Insurance Costs" means the cost of insurance obtained by Landlord pursuant to Article 15 (including deductibles not to exceed $50,000.00). Tenant shall pay for or contribute to Insurance Costs as provided in the Summary. 7,5 Interruption of Utilities. Landlord shall have no liability to Tenant for any interruption in utilities or services to be provided to the Premises when such failure is caused by all or any of the following: (a) accident, breakage or repairs; (b) strikes, lockouts or other labor disturbances or labor disputes of any such character; (c) governmental regulation, moratorium or other governmental action; (d) inability, despite the exercise of reasonable diligence, to obtain electricity, water or fuel; (e) service interruptions or any other unavailability of utilities resulting from causes beyond Landlord's control including without limitation, any electrical power "brown-out" or "black-out"; or (t) any other cause beyond Landlord's reasonable control. In addition, in the event of any such interruption in utilities or services, Tenant shall not be entitled to any abatement or reduction of Rent (except as expressly provided in Articles 17 and 18 if such failure is a result of any casualty damage or taking described therein), no eviction of Tenant shall result, and Tenant shall not be relieved from the performance of any covenant or ageement in this Lease. In the event of any stoppage or interruption of services or utilities which are not obtained directly by Tenant, Landlord shall diligently attempt to resume such services or utilities as promptly as practicable. Tenant hereby waives the provisions of any applicable existing or future Law. ordinance or governmental regulation permitting the termination of this Lease due to an intenuption, failure or inability to provide any services (including, without limitation, to the extent the Premises are located in California, the provisions of California Civil Code Section 1932(1)). ARTICLE 8 - MAINTENANCE AND REPAIR 8,1 Landlord's Repair Obligations. Except as otherwise expressly provided in this Lease, Landlord shall have no obligation to alter, remodel, improve, repair, renovate, redecorate or paint all or any pan of the Premisw. Except as otherwise stated in the Summary, Tenant waives the right to make repairs at Landlord's expense under any applicable Laws (including, without limitation, to the extent the LBA\MI|pItasTown Center\Yaana Lease-8 Premisw are located in California, the provisions of California Civil Code Sections 1941 and 1942 and any successor statutes or laws of a similar nature). A11 other repair and maintenance of the Premises, Building and Property to be performed by Landlord, if any, shall be as provided in the Summary. 8 2 Tenant's Repair Obligations Except for Landlord's obligations specifically set forth elsewhere m this Lease and in Section 8. 1 above and in the Summary, Tenant shall at all times and at Tenant's sole cost and expense, keep, maintain, clean, repair, preserve and replace, as necessary, the interior of the Premises and all parts thereof including, without limitation, all Tenant Improvements, Alterations, and all furniture, fixtures and equipment, including, without limitation, all computer, telephone and data cabling and equipment, Tenant's signs, if any, door locks, closing devices, security devices, interior of windows, window sashes, easements and frames, floors and floor coverings, shelving, kitchen, restroom facilities and/or appliances of any kind located within the Premises, if any, custom lighting, and any additions and other property located within the Premises, so as to keep all of the foregoing elements of the Premises in good condition and repair, reasonable Wear and tear and casualty damage excepted, Tenant shall replace, at its expense, any and all plate and other glass in and about the Premises which is damaged or broken from any cause whatsoever except due to the negligence or willful misconduct of Landlord, its agents or employees. Such maintenance and repairs shall be performed with due diligence, lien-free and in a first-class and workmanlike manner, by licensed contractor(s) that are selected by Tenant and approved by Landlord, which approval Landlord shall not unreasonably withhold or delay, All other repair and maintenance of the Premises, Building and Property to be performed by Tenant, if any, shall be as provided in the Summary. If Tenant refuses or neglects to repair and maintain the Premises properly as required hereunder to the reasonable satisfaction of Landlord, then at any time following ten (10) days from the date on which Landlord makes a written demand 0n Tenant to effect such repair and maintenance, Landlord may enter upon the Premises and make such repairs and/or maintenance, and upon completion thereof, Tenant agrees to pay to Landlord as Additional Rent, Landlord's costs for making such repairs plus an amount not to exceed ten percent (10%) of such costs for overhead, within ten (10) days afler receipt from Landlord of a written itemized bill therefor. Any amounts not reimbursed by Tenant within such ten (10) day period will bear interest at the Interest Rate until paid by Tenant. ARTICLE 9 - USE Tenant shall procure, at its sole cost and expense, any and a1] permits required by applicable Law for Tenant's use and occupancy of the Premises. Tenant shall use the Premises solely for the Permitted Use specified in the Summary, and shall not use or permit the Premises to be used for any other use or purpose whatsoever without Landlord’s prior written approval. Tenant shall observe and comply with the Rules and Regulations attached hereto as Exhibit E, as the same may be modified by Landlord from time to time, and all reasonable non-discn'minatory modifications thereof and additions thereto from time to time put into effect and furnished to Tenant by Landlord Landlord shall endeavor to enforce the Rulw and Regulations, but shall have no liability to Tenant for the violation or non‘performance by any other tenant or occupant of any such Rules and Regulations. Tenant shall, at its sole cost and expense, observe and comply with all Laws and all requirements of any board of fire underwriters or similar body relating to the Premises now or herwfter in force relating to Tenant’s specific use of the Premises or Tenant’s alteration or improvement of the Premises (whether, except as otherwise provided herein, structural or nonstructural, including unforeseen and/or extraordinary alterations and/or improvements to the Premises and regardless of the pen'od of time remaining in the Term). Tenant shall not use or allow the Premises to be used for any improper, immoral, unlawful or reasonably objectionable purpose. Tenant shall not do or permit to be done anything that will obstruct or interfere with the rights of other tenants or occupants of the Building or the Property, if any, or injure or annoy them. Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises, the Building or the Property, nor commit or sufi'er to be committed any waste in, on or about the Premises. AR! ICLE 10 - HAZARDOUS MATERIALS As used in this Lease, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releasm of Hazardous Materials (as defined below) into the environment (including, witho'ut limitatfon, air, surface water, groundwater or land), 0r (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Materials. As used in this Lease, the term "Hazardous Materials" means and includw any hazardous 0r toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs") and freon and other chlorofluorocarbons. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials, and motor vehicle fuel stored 1n fuel tanks of motor vehicles used on site in compliance with all Environmental Laws (some or all of which may constitute .15. LBA\M1IpItas Town Center\Yaana LeasaS Hazardous Materials), Tenant agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises, the Building, the Common Areas or any other ponion of the Property by Tenant, its agents, officers, directors, shareholders, members, managers, partners, employees. subtenants, assignees, licensees, contractors or invitees (collectively, "Tenant’s Parties"), without the pn'or wn'tten consent of Landlord, which consent Landlord may withhold in its good faith discretion. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the Property, at its sole cost and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises, the Building and/or the Property or any portion thereof by Tenant or any of Tenant's Parties. To the fullest extent permitted by law, Tenant agrees to promptly indemnify, protect, defend and hold harmless Landlord and Landlord's members, shareholders, panners, officers, directors, managers, employees, agents, contractors, successors and assigns (collectively, "Landlord Parties") from and against any and a1] claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, withou‘ limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, reasonable attomeys' fm, consultant fees and expert fees and court costs) which arise or result from the presence of Hamrdous Materials on, in, under or about the Premises, the Building or any other portion of the Propeny and which are caused or permitted by Tenant or any of Tenant's Panics. The provisions of this Article 10 will survive the expiration or earlier termination of this Lease. Tenant shall give Landlord written notice of any evidence of Mold, water leaks or water infiltration in the Premises promptly upon discovery of same. At its expense, Tenant shall investigate, clean up and remediate any Mold in the Premises caused by Tenant’s use or failure to maintain the Premises as required in this Lease. Investigation, clean up and remediation may be perfonned only after Tenant has Landlord's written approval of a plan for such remediation. All clean up and remediation shall be done in compliance with all applicable Laws and to the reasonable satisfaction of Landlord. As used in this Lease, "Mold" means mold, fungi, spores, microbial matter, mycotoxins and microbiological organic compounds. ARTICLE ll - PARKING During the Term, Tenant shall be entitled to utilize the number and type of parking spaces specified in the Summary within the parking areas for the Property as designated by Landlord from time to time. Landlord shall at all times have the right t0 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). In addition, if Tenant is not the sole occupant of the Property, Landlord may. in its discretion, designate any unreserved parking spaces as reserved parking. The terms and conditions for parking at the Property shall be as specified in the Summary and in the Rules and Regulations regarding parking as contained in Exhibit E attached hereto, as the same may be modified by Landlord from time to time. Tenant shall not use more parking spaces than its allotment and shall not use any parking spaces specifically assigmed by Landlord to other tenants, if any, or for such other uses such as visitor, handicapped or other special purpose parking. Tenant's visitors shall be entitled to access to the parking areas on the Propeny designated for visitor use, subject to availability of spaces and the terms of the Summary. A_RTICLE 12 - TENANT SIGNS Tenant shall have the right to install and maintain, at Tenant’s sole cost and expense, a sign (restricted solely to Tenant's name and logo) on the exterior of the Building above each doorway to the Premism or such other location as may be reasonably determined by Landlord including monument signage as descn'bed in the following paragraph, subject to the provisions of this Anicle 12. Tenant shall have the right to install one (l) Building eyebrow signage that meets City of Milpitas signage requirements and is subject to Landlord’s approval, which approval shall not be unreasonably withheld, and Tenant’s name and logo on the exterior of the Building above or to the side of the main entrance entry doorway. Subsequent changes to Tenant's sign and/or any additional signs to the extent approved by Landlord shall be made or installed at Tenant's sole cost and expense. A11 aspects of any such signs shall be subject to the pn'or written consent of Landlord (which shall not be unreasonably withheld), and shall be per Landlord's standard specifications and materials, as revised by Landlord from time to time. Tenant shall have no right to install or maintain any other Sigis, banners, advertising, notices, displays, stickers, decals or any other logo or identification of any person, product or service whatsoever, in any location on or in the Property except as (i) shall have been exprmsly approved by Landlord in writing pn'or to the installation thereof (which approval may be granted or withheld in Landlord's sole and absolute discretion), (ii) shall not violate any signage restrictions or exclusive sign rights contained in any then existing leases with other tenants of the Property, if any, and (iii) are consistent and compatible with all applicable Laws, and the design, signage and graphics program from time to time implemented by Landlord with respect to the Property, if any. Landlord shall have the right to remove any sigls or signage material installed without Landlord's permission, without being liable to Tenant by reason of such removal, and to charge the cost of removal to Tenant as Additional Rent hereunder, payable within ten .16- LBA\MIIpitas Town Center\Yaana Lease-S (10) days after Written demand by Landlord; Any additional sign rights of Tenant, if any, shall be as provided in the Summary. During the Term and subject to approval by applicable governmental agencies, if necessary, Tenant shall be entitled to exclusive tenant identification signage on the existing monument sign for the Building (the “Monument Sign”). Subject to receipt of any required approvals, if any, Tenant shall install Tenant’s sigxage at Tenant’s expense. The design, size and quality of sign on the Monument Sign shall be subject to Landlord’s reasonable approval and the approval of the local governmental authority. Landlord shall maintain Tenant’s signage on the Monument Sign at Tenant’s cost (with Tenant bearing 100% of such costs since it has exclusive usage of the Monument Sigl). Tenant’s right to siglage on the Monument Sign may be revoked and terminated by Landlord upon occurrence of any of the following events: (i) Tenant shall be in default under this Lease beyond any applicable cure period; or (ii) this Lease shall expire or terminate or otherwise no longer be in effect; or (iii) Tennant is not in occupancy and conducting business in at least 75% of the rentable area of the Premises. Upon the expiration or earlier termination of this Lease or at such other time that Tenant’s siglage rights are terminated pursuant to the terms hereof, Landlord may cause Tenant’s signage lo be removed from the Monument Sign and Tenant shall pay for Landlord’s reasonabie costs in connection with sueh removal upon demand as Additional Rent. The rights provided in this Article 12 are strictly personal to the original named Tenant in this Lease and any Permitted Transferee (as defined in Section 20.6), and shall be non-tmnsferable unless pursuant t0 an assignment of this Lease or a Sublease of the entire Premises. ARTICLE l3 - ALTERATIONS 13.1 Alterations. After installation of the initial Tenant Improvements for the Premises, Tenant may, at its sole cost and expense, make alterations, additions, improvements and decorations to the Premises ("Alteration(s)") subject to and upon the following terms and conditions: a. Tenant shall not make any Altemtions which: (i) affect any area outside the Premises including the outside appearance, character or use of any portions of the Building or other ponions of the Property; (ii) afiect the Building's roof, roof membrane, any structural component or any base Building equipment, services or systems (including fire and life/safety systems), or the proper functioning thereof, or Landlord's access thereto; (iii) in the reasonable opinion of Landlord, lessen the value of the Building or the Property; (iv) will violate or require a change in any occupancy certificate applicable to the Premises; or (v) would trigger a legal requirement which would require Landlord to make any altgmtion or improvement to the Premises, Building or other aspect of the Property. b. Tenant shall not make any Alterations not prohibited by Section 13.1(a), unless Tenant first obtains Landlord's prior written consent, which consent Landlord shall not unreasonably withhold, provided Landlord's prior approval shall not be required for any Alterations that is not prohibited by Section 13.1(a) above and is of a cosmetic nature that satisfies all of the following conditions (hereinafier a "Pre-Approved Alteration"): (i) the costs of such Alterations do not exceed Two Dollars ($2.00) per rentable square foot of the Premises; (ii) to the extent reasonably required by Landlord or by law due to the nature of the work being performed, Tenant delivers to Landlord final plans, specifications, working drawings, permits and approvals for such Alterations at least ten (10) days prior to commencement of the work thereof; (iii) Tenant and such Alterations otherwise satisfy all other conditions set forth in this Section 13.1; and (iv) the making of such Alterations will not otherwise cause a default by Tenant under any provision of this Lease. Tenant shall provide Landlord with ten (10) days' prior written notice before commencing any Alterations. In addition, before proceeding with any Alteration, Tenant's contractors shall obtain, on behalf of Tenant and at Tenant's sole cost and expense: (A) all necessary governmental permits and approvals for the commencement and completion of such Alterations, and (B) if the cost of such Alterations exceeds $25,000.00, a completion and lien indemnity bond, or other surety satisfactory to Landlord for such Alterations. Landlord's approval of any plans, contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or subcontractor(s) from any liability with respect to such AlteratiOns and will create no liability or rcSponsibility on Landlord‘s pan concerning the completeness of such Alterations or their design sufficiency or compliance with Laws. c. All Alterations shall be performed: (i) in accordance with the approved plans, specifications and working drawings, if any; (ii) lien-free and in a first-class workmanlike manner; (iii) in compliance with all Laws; (iv) in such a manner so as not to unreasonably interfere with the occupancy of any other tenant, nor impose any additional expense upon nor delay Landlord in the maintenance and operation of the Building; (v) by licensed and bendable contractors and subcontractors selected by Tenant and reasonably approved by Landlord, and (v) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate. Tenant shall pay to Landlord, within ten (10) days after written demand, the costs of any increased insurance premiums incurred by Landlord to include .17.. LBA\Mletas Town Center\Yaana Lease-B such Alterations in the causes of loss - special form property insurance obtained by Landlord pursuant to this Lease, if Landlord elects in writing to insure such Alterations; provided, however, Landlord shall not be required to include the Alterations under such insurance. If the Alterations are not included in Landlord's insurance, Tenant shall insure the Alterations under its causes of loss-special form propexty insurance pursuant to this Lease. d. Tenant shall pay to Landlord, as Additional Rent, the reasonable costs of Landlord's engineers and other consultants for review of all plans, specifications and working drawings for the Alterations, within thirty (30) days after Tenant's receipt of invoices either from Landlord or such consultants. In addition to such costs, Tenant shall pay to Landlord, within thirty (30) days after completion of any Alterations, a construction supervision fee equal to five percent (5%) of the total cost of the Alterations and the actual, reasonable costs incurred by Landlord for any services rendered by Landlord‘s management personnel and engineers to coordinate and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel. e. Throughout the performance of the Alterations, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and cemmcrcial general liability insurance in compliance with the insurance provisions of this Lease. 13.2 Removal of Alterations. A11 Alterations and the initial Tenant Improvements in the Premises (whether installed or paid for by Landlord or Tenant), shall become the property of Landlord and shall remain upon and be surrendered with the Premises at the end of the Tenn; provided, however, Landlord may, by Written notice delivered to Tenant within thirty (30) days after Landlord's receipt of plans for any Alterations identify those Alterations which Landlord shall require Tenant to remove at the end of the Term. If Landlord requires Tenant to remove any such Alterations, Tenant shall, at its sole cost, remove the identified items on or before the expiration or sooner termination of this Lease and repair any damage to the Premises caused by such removal to its original condition. 13.3 Liens. Tenant shall not permit any mechanic's, materialmen's or other liens to be filed against all or any part of the Property or the Premises, nor against Tenant's leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken by Tenant or any of Tenant's Panies. If any such liens are filed, Tenant shall, at its sole cost, immediately cause such liens to be released of record or bonded so that such 1icn(s) no longer affect(s) title to the Property, the Building or the Premises. If Tenant fails to cause any such lien to be released or bonded within ten (10) days after filing thereof, Landlord may cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien, and Tenant shall reimburse Landlord within five (5) business days afler receipt of invoice from Landlord, any sum paid by Landlord to remove such liens, together with interest at the Interest Rate from the date of such payment by Landlord. ARTICLE l4 -.-, TENANT’S INSURANCE 14.1 Tenant’s Insurance. On or before the earlier of any Early Access Pen'od, the Commencement Date or the date Tenant commences or causes to be commenced any work of any type in the Premises, and continuing during the entire Term, Tenant shall obtain and keep in full force and effect, the following insurance with limits of coverage as set forth in Section 1.14 of the Summary: a. Special Form (formerly known as "all risk") insurance, including fire and extended coverage, sprinkler leakage, vandalism, malicious mischief upon property of every dmcn‘ption and kind owned by Tenant and located in the Premises or the Building, or for which Tenant is legally liable or installed by or on behalf of Tenant including, without limitation, furniture, equipment and any other personal property, and any Alterations (but excluding the initial Tenant Improvements previously existing or installed in the Premises), in an amount not less than the full replacement cost thereof. In the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of Landlord or the Mortgagees of Landlord shall be presumptive. b. Commercial general liability insurance coverage on an occurrence basis, including personal injury, bodily injury (incIuding w'rongful death), broad form property damage, operations hazard, owner’s protective coverage, contractual liability (including Tenant’s indemnification obligations under this Lease), liquor liability (if Tenant serves alcohol on the Premises), products and completed operations liability. The limits of liability of such commercial general liability insurance may be increased every three (3) years during the Term upon reasonable prior notice by Landlord to an amount reasonably required by Landlord and required for tenants of buildings comparable to the Building. -13. LBA\MIlpitas Town Center\Yaana Lease-S c. If applicable, Commercial Automobile Liability covering all owned, hired and non- I owned automobiles used in the business, if any. d. Worker’s compensation, in statutory amounts and employers liability, covering all persons employed in connection with any work done in, on or about the Ptemises for which claims for death, bodily injury or illness could be asserted against Landlord, Tenant or the Premises. e. Umbrella liability insurance on anoccurrcnce basis, in excess of and following the form of the underlying insurance described in Section 14.1.b. and 14.1.c; and the employer’s- liability coverage in Section 14.1.d. which is.at least as broad as each and every area of the underlying policies. Such umbrella liability insurance shall include pay on behalf of wording, concurrency of effective dates with primary policies, blanket contractual liability, application of primary policy aggregates, and shall provide that if the underlying aggregate is exhausted, the excess coverage will drop down as pn'mary insurance, subject to customary commercially reasonable deductible amounts imposed on umbrella policies. f. Loss of income, extra expense and business interruption insurance in such amounts as will reimburse Tenant for 12 months of direct or indirect loss of earnings attributable to all perils 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. 14.2 Requirements. Eachpolicy required to be obtained by Tenant hereunder shall: (a) be issued by insurers which are reasonably approved by Landlord and/or Landlord’s Mortgagees and are authon'zed to do business in the state in which the Building is located and rated not less than Financial Size X, and with a Financial Strength rating of A; in the most recent vexsion of Best’s Key Rating Guide (provided that, in any event, the same insurance company shall provide the coverages described in Sections 14.1.a. and 14.1.g. above); (b) be in form reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder and shall name Landlord and, at Landlord’s request, such other persons or entities of which Tenant has been informed in writing, as additional insureds thereunder, all as their respective interests may appear, (d) not have a deductible amount exceeding Ten Thousand Dollars ($10,000.00), which deductible amount shall be deemed self-insured with full waiver of subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of Landlord and any other additional insureds shall be primary, and any insurance carried by Landlord or any other additional insureds shall be excess and non-contributing; (f) contain an endorsement that the insurer waives its right to subrogation; (g) require the insurer to notify Landlord and any other additional insureds in writing not less than thirty (30) days prior to any maten‘al change, reduction in coverage, cancellation or other termination thereof; (h) contain a cross liability or severability of interest endorsement; and (i) be in amounts sufi'lcient at all times to satisfy any coinsurance requirements thereof. Tenant agrees to deliver (o Landlord, as soon as practicable after the placing of the required insurance, but in no event later than the date Tenant is required to obtain such insurance as set forth in Section 14.1 above, certificates from the insurance company evidencing the existence of such insurance and Tenant’s compliance with the foregoing provisions of this Article 14. Tenant shall cause replacement certificates to be delivered to Landlord not less than ten (10) days prior to the expiration of any such policy or policies. If any such initial or replacement certificates am not furnished Within the time(s) specified herein, Landlord shall have the right, but not the obligation, to procure such policies and certificates at Tenant’s expense. ' ' 14.3 Effect on Insurance. Tenant shall not do or permit to be done anything which will (a) violate or invalidate any insurance policy or coverage maintained by Landlord or Tenant hereunder, or (b) increase the costs of any insurance policy maintained by Landlord. 'If Tenant’s occupancy or conduct of its business in or on the Premises results in any increase in premiums for any insurance carried by Landlord with respect to the Building or the Property, Tenant shall either discontinue the activities affecting the insurance or pay such increase as Additional Rent within ten (10) days after being billed therefor by Landlord. If any insurance coverage can'ied by Landlord pursuant to this Lease or otherwise with respect to the Building or the Property shall be cancelled or reduced (or cancellation or reduction thereof shall be threatened) by reason of the use or occupancy of the Premises other than as allowed by the Permitted Use by Tenant or by anyone permitted by Tenant to be upon the Premises, and if Tenant fails to remedy such condition within five (5) business days after notice thereof, Tenant shall be deemed to be in default under this Lease and Landlord shall have all remediw provided in this Lease, at law or in equity, including, without limitation, the right (but not the obligation) to enter upon the Premises and attempt to remedy such condition at Tenant’s cost. ARTIQLE 15 - LANDLORD’S INSURANCE During the Term, Landlord shall maintain property insurance written on a Special Form (formerly known as "all risk") basis covering (he Property and the Building, including the initial Tenant Improvements (excluding, however, Tenant's furniture, equipment and other personal property and .19.. LBA\MIlpitas Town Center\Yaana Lease-8 Alterations, unless Landlord otherwise elects to insure the Alterations pursuant to Section 13.1 above) against damage by fire and standard extended coverage perils and with vandalism and malicious mischief endorsements, rental loss coverage, at Landlord's option, earthquake damage coverage, and such additional coverage as Landlord deems appropriate. Landlord shall also carry commercial general liability in such reasonable amounts and with such reasonable deductibles as would be carded by a prudent owner of a similar building in the state in which the Building is located. At Landlord's option, all such insurance may be carried under any blanket or umbrella policies that Landlord has in force for other buildings and projects, In addition, at Landlord's option, Landlord may elect to self-insure all or any pan of such required insurance coverage. Landlord may, but shall not be obligated to carry any other form or forms of insurance as Landlord or the Mortgagees or ground lessors of Landlord may reasonably determine is advisable. The cost of insuranceobtained by Landlord pursuant to this Article 15 (including deductibles up to $50,000.00) shall be included in Insurance Costs, except that any incrwse in the premium for the property insurance attributable to the replacement cost of the Tenant Improvements in excess of Building standard shall not be included as Insurance Cests, but shall be paid by Tenant within thirty (30) days after invoice from Landlord. ARTICLE 16 - INDEMNIFICATION AND EXCULPATION 16.1 Tenant's Assumption of Risk and Waiver. Except to the extent such matter is not covered by the insurance required to be maintained by Tenant under this Lease and/or except to the extent such matter is attributable to the gross negligence or willful misconduct of Landlord or Landlord's agents, contractors or employees, Landlord shall not be liable to Tenant, or any of Tenant’s Parties for: (i) any damage to property of Tenant, or of others, located in, on or about the Premises, (ii) the loss of or damage to any property of Tenant or of others by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, falling ceiling tiles masonry, steam, gas, electricity, water, rain or leaks from any part of the Premises or from the pipes, appliance of plumbing works or from the roof, street or subsurface or from any other places or by dampness or by any other cause of whatsoever nature, (iv) any such damage caused by other tenants or persons in the Premises, occupants of any other portions of the Property, or the public, or caused by'operatioris in construction of any pn'vate, public or quasi- public work, or (v) any interruption of utilities and servicm. Landlord shall in no event be liable to Tenant or any other person for any consequential damagm, special or punitive damages, or for loss of business, revenue, income or profits and Tenant hereby waivw any and all claims for any such damages. Notwithstanding anything to the contrary contained in this Section 16.1, all property of Tenant and Tenant’s Parties kept or stored on the Premises, whether leased or owned by any such parties, shall be so kept or stored at the sole n'sk of Tenant and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers. Landlord or its agents shall not be liable for interference with light or other intangible rights. 16.2 Tenant's Indemnification. Tenant shall be liable for, and shall indemnify, defend, protect and hold Landlord and the Landlord Parties harmless from and against, any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including, without limitation, attomeys' fees and court costs (collectively, "Indemnified Claims“), arising or resulting from (a) any occurrence in the Premises following the date Landlord delivers possession of all or any portion of the Premises to Tenant, except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord's agents, contractors or employees, (b) any act or omission of Tenant or any of Tenant's Parties; (c) the use of the Premises, the Building and the Property and conduct of Tenant's business by Tenant or any of Tenant‘s Parties, or any other activity, work or thing done, permitted or suffered by Tenant or any of Tenant's Parties, in or about the Premises, the Building or elsewhere on the Property; and/or (d) any default by Tenant as to any obligations on Tenant's part to be performed under the terms of this Lease or the terms of any contract or agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any propelty on the Premises, or on adjoining sidewalks, streets or ways, or connected with the use, condition or occupancy thereof, whether or not Landlord or any Landlord Parties has or should have knowledge or notice of the defect or conditions causing or contributing to such injury, death, loss or damage. In case any action or proceeding is brought against Landlord or any Landlord Panies by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel approved in writing by Landlord, which approval shall not be unreasonably withheld. Tenant’s indemnification obligations under this Section 16.2 and elsewhere in this Lease shall survive the expiration or earlier termination of this Lease. Tenant's covenants, agreements and indemnification in Section 16.1 and this Section 16.2 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease. AR! ICLE lz - CASUALTY DAMAGE/DESTRUCTION 17.1 Landlord's Rights and Obligations. If the Premises or the Building 1's damaged by fire or other casualty not caused by the gross negligence or willful misconduct of Tenant ("Casualty") to an '20- LBA\MI|pItas Town Center\Yaana Lease-B ' extent not exceeding twenty-five percent (25%) of the full replacement cost thereof, and Landlord's contractor estimates in writing delivered to the parties that the damage thereto is such that the Building and/or Premisw may be repaired, reconstructed or restored to substantially its condition immediately prior to such damage within one hundred ninety-five (195) days from the date of such Casualty, and Landlord Will receive insurance proceeds plus its deductibla amount or self-insurance sufficient to cover the costs of such repairs, reconstruction and restoration (including proceeds from Tenant and/or Tenant's insurance which Tenant is required to deliver to Landlord pursuant to this Lease), then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If, however, the Premises or the Building is damaged to an extent exceeding twenty-five percent (25%) of the full replacement cost thereof, or Landlord's contractor estimates that such work of repair, reconstruction and restoration will require longer than one hundred ninety-five (195) days to completc from the” date of Casualty, or Landlord will not receive insurance proceeds (and/or proceeds from Tenant, as applicable) sufficient to cover the costs of such repairs, reconstruction and restoration, then Landlord may elect to either. (a) repair, reconstruct and restore the portion of the Premises or Building damaged by such Casualty (including the Tenant Improvements, the Alterations that Landlord elects to insure pursuant to Section 13.1 and, to the extent of insurance proceeds received from Tenant, the Alterations that Tenant is required to insure pursuant to Section 13.1), in which case this Lease shall continue in full force and effect; or (b) terminate this Lease effective as of the date which is thirty (30) days after Tenant‘s receipt of Landlord's election to so terminate. Under any of the conditions of this Section 17.1, Landlord shall give written notice to Tenant of its intention to repair or terminate within the later of sixty (60) days after the occurrence of such Casualty, or fifteen (15) days afier Landlord's receipt of the estimate from Landlord's contractor or, as applicable, thirty (30) days after Landlord receives approval from Landlord's Mortgages to rebuild. 17.2 Tenant's Costs and Insurance Proceeds. In the event of any damage or destruction of all or any pan of the Premises, Tenant shall immediately: (a) notify Landlord thereof; and (b) deliver to Landlord all insurance proceeds received by Tenant with respect to the Tenant Improvements and Alterations (to the extent such items are not covered by Landlord's casualty insurance obtained by Landlord pursuant to this Lease) and with respect to Alterations in the Premises that Tenant is required to insure pursuant to Section 13.1, excluding proceeds for Tenant‘s furniture and other personal property, whether or not this Lease is terminated as permitted in Section 17.1, and Tenant hereby assigns to Landlord all rights to receive such insurance proceeds. If, for any reason (including Tenant's failure to obtain insurance for the full replacement cost of any Alterations which Tenant is required to insure pursuant to Section 13.] hereof), Tenant fails to receive insurance proceeds covaring the full replacement cost of such Alterations which are damaged, Tenant shall be deemed to have self-insured the replacement cost of such Alterations, and upon any damage or destruction thereto, Tenam shall immediately pay to Landlord the full replacement cost of such items, less any insurance proceeds actually received by Landlord from Landlord's or Tenant's insurance with respect to such items. 17.3 Abatement of Rent. If as a result of any such damage, repair, reconstruction and/or restoration of the Premises or the Building, Tenant is prevented from using, and does not use, the Premises or any ponion thereof, then Rent shall be abated or reduced, as the case may be, during the period that Tenant continues to be so prevented from using and does not use the Premises or portion thereof, in the proportion that the rentable square feet of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable square feet of the Premises, from the date of the damage until the Premises is restored. Notwithstanding the foregoing to the contrary, if the damage is due to the gross=neg1igence or willful misconduct of Tenant or any of Tenant's Partim, there shall be no abatement of Rent. Except for abatement of Rent as provided hereinabove. Tenant shall not be entitled to any compensation or damages for loss of, or interference with, Tenant's business or use or access of all or any pan of the Premises resulting from any such damage, repair, reconstruction or restoration. 17.4 Inability to Complete. Notwithstanding anything to the contrary contained in this Article 17, if Landlord is obligated or elects to repair, reconstruct and/or restore the damaged portion of the Building or Premises pursuant to Section 17.l above, but is delayed fmm completing such repair, reconstruction and/or restoration beyond the date which is six (6) months aficr the date estimated by Landlord's contractor for completion thereof pursuant to Section 17.1, by reaSon of any causes bcyond the reasonable control of Landlord (including, without limitation, delays due to Force Majeure, and delays caused by Tenant or any of Tenant's Parties), then either Landlord or Tenant (except in the case of Tenant if the delay is due to any delays caused by Tenant or any of Tenant‘s Parties) may elect to terminate this Lease upon thirty (30) days' prior wn'tten notice to the other, To exercise its right to terminate under this Section 17.4, Tenant must provide written notice of tennination within thirty (30) days after notice from Landlord that there will be a delay beyond the period permitted under this Section and in case prior to substantial completion of such work by Landlord. 17.5 Damage to the Property. If there is a total destruction of the improvements on the Property or partial destruction of such improvements, the cost of restoration of which would exceed one- third (1/3) of the then replacement value of all improvements on the Property, by any cause whatsoever, .21. LBA\Minitas Town Center\Yaana Lease-S whether or not insured against and whether or not the Premises arc pmially or totally destroyed, Landiord may within a period of sixty (60) days after the occurrence of such destruction, notify Tenant in writing that it elects not to so reconstruct or restore such improvements, in which event this Lease shall cease and terminate as of the date of such destruction. 17.6 Damage Near End of Term. In addition to its termination rights in Sections 17,1, 17.4 and 17.5 above, Landlord shall have the n'ght to terminate this Lease if any damage to the Building or Premises occurs during the last twelve (12) months of the Term and Landlord's contractor estimates in writing delivered to the panics that the repair, reconstruction or restoration of such damage cannot be completed within the earlier of (a) the scheduled expiration date of the Term, or (b) sixty (60) days after the date of such Casualty. 17.7 Tenant's Termination Right. In the event of any damage or destruction which affects Tenant's use and enjoyment of the Premism which is not caused by Tenant or any of Tenant's Parties, if Tenant's possession and use of the Premises cannot be restored by Landlord within two hundred seventy (270) days from the date of the casualty for reasons other than delays caused by Tenant or any of Tenant's Parties, or if during the last twelve (12) month of the Lease Term, the use of the Premises cannot be metered within sixty (60) days from the date of casualty, Tenant shall have the right to terminate this Lease upon written notice to Landlord given within thirty (30) days aficr the expiration of said 270-day period, unless Landlord completes the restoration within said 30-day notice period, in which case this Lease shall continue in full force and effect. 17.8 Waiver of Termination Right. This ste sets forth the tenns and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly, except as expressly provided herein, Tenant hereby waives any and all provisions of applicable Law that provide alternative rights for the parties in the event of damage or destruction (including, without limitation, to the extent the Premism are located in California, the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 and any successor statute or laws of a similar nature). ARTICLE 18 - CONDEMNATION 18.1 Substantial or Partial Taking. Subject to the provisions of Section 18‘3 below, either party may‘terminate this Lease if any material pan of the Premises is taken or condemned for any public or quasi-public use under law, by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord shall also have the right to ‘erminate this Lease if there is a Taking of any portion of the Building or the Propeny which would have a material adverse effect on Landlord’s ability to profitably operate th'e remainder of the Building and/or the Property. The terminating party shall provide written notice of termination to the other party within thirty (30) days after it first receives notice of the Taking. The termination shall be efl’ective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent and all other elements of this Lease which are dependent upon the area of the Premisw, the Building or the Property shall be appropriately adjusted to account for any reduction in the square footage of the Premises, Building or Propcfiy, as applicable. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant's furniture, fixtures, equipment and other personal property, loss of goodwill and Tenant's reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. ‘ v 18.2 Condemnation Award. Subject to the provisions of Section 18.3 below, in connection with any Taking of the Premises or the Building, Landlord shall be entitled to receive the entire amount of any award which may be made or given in such taking or condemnation, without deduction or apportionment for any estate or interest of Tenant, it being expressly understood and agreed by Tenant that no portion of any such award shall be allowed or paid to Tenant for any so-called bonus or excms value of this Lease, and such bonus 0r excess value shall be the sole propexty of Landlord. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking (including any claim for bonus or excess value of this Lease); provided, however, if any portion of the Premises is taken, Tenant shall be granted the n'ght to recover from the condemning authority (but not from Landlord) any compensation as may be separately awarded or recoverable by Tenant for the taking of Tenant's furniture, fixtures, equipment and other personal propexty within the Premises, for Tenant's relocation expenses, and for any loss of goodwill or other damage to Tenant's business by reason of such taking. 18.3 Temporary Taking. In the event of a Taking of the Premises or any part thereof for temporary use, (a) this Lease shall be and remain unaffected thereby and Rent shall not abate, and (b) Tenant shall be entitled to receive for itself stich portion or ponions of any award made for such use with respect to the period of the taking which is within the Term, provided that if such taking shall remain in force at the expiration or earlicr termination of this Lease, Tenant shall perform its Obligations With respec! to surrender of the Premises and shall pay to Landlord the portion of any award which is .22. LBA\MIlpltas Town Center\Vaana Lease-8 attributable to any period of time beyond the Term expiration date. For purpose of this Section 18.3, a temporary taking shall be defined as a taking for a period of two hundred seventy (270) days or less. 18.4 Waiver. Tenant hereby waives any rights it may have pursuant to any applicable Laws (including, without limitation, to the extent the Premises are located in California, any rights Tenant might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure) and agrees that the provisions hereof shall govern the panies' rights in the event of any Taking. ARTICLE 19 - WAIVER 0F CLAIMS‘ WAIVER OF SUBROGATION 19.1 Tenant Waiver. Tenant hereby waives its rights against Landlord for any claims or damages or losses, including any deductibles and self-insured amounts, which are caused by or result from (a) any occurrence insured under any property insurance policy carded by Tenant, or (b) any occurrence which would have been covered under any property insurance required to be obtained and maintained by Tenant under this Lease had such insurance been obtained and maintained as required. The foregoing waiver shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease. 19.2 Waiver of Insurers. Tenant and Landlord shall cause each property insurance policy carried by Tenant or Landlord, as applicable, to provide that the insurer waives all rights of recovery by way of subrogation against the other , in connection with any claims, losses and damages covered by such policy to the extent such waiver by the insurer is required under such policy. If Tenant or Landlord, as the case may be, fails to maintain insurance for an insurable loss, such loss shall be deemed to be self- insurcd with a deemed full waiver of subrogation as set forth in the immediately preceding sentence. ART!CLE 20 - ASSIGNMENT AND SUBLETTING 20.1 Restriction on Transfer. Except with respect to a Permitted Transfer pursuant t0 Section 20.6 below, Tenant shall not, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, assign this Lease or any interest herein or sublet the Premises or any pan thereof, or pennit the use or occupancy of the Premises by any party other than Tenant (any such assignment, encumbrance, sublease, license or the like being sometimes referred to as a "Transfer"). In no cvant may Tenant encumber or hypothecate this Lease or the Premises. This prohibition against Transfers shall be construed to include a prohibition against any assignment or subletting by operation of law. Any Transfer without Landlord's consent (exoapt for a Permitted Transfer pursuant to Section 20.6 below) shall constitute a default by Tenant under this Lease, and in addition to all of Landlord's other remedies at law, in equity or under this Lease, such Transfer shall be voidable at Landlord‘s election. For purposes of this Aniclc 20, other than with respect to a Permitted Transfer under Section 20.6 and tmnsfers of stock of Tenant if Tenant is a publicly-held corporation and such stook is transferred publicly over a recognized security exchange or over-the~counter market, if Tenant is a corporation, partnership or other entity, any transfer, assignment, encumbrance or hypothecation of fifty percent (50%) or more (individually or in the aggregate) of any stock or other ownership interest in such entity, and/or any transfer, assignment, hypothecation or encumbrance of any controlling ownership or voting interest in such entity, shall be deemed an assignment of this Lease and shall be subject to all of the restrictions and provisions contained in this Article 20. 20.2 Landlord's Options. If Tenant desires to effect a Transfer, then at least twenty (20) days prior to the date when Tenant desires the Transfer to be effective (the "Transfer Date"), Tenant shall deliver to Landlord written notice ("Transfer Notice") setting forth the terms and conditions of the proposed Transfer and the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafier as a "Transferee"). Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and such evidence of financial responsibility and standing as Landlord may reasonably require of the Transferee which have been certified or audited by a reputable independent accounting firm reasonably acceptable to Landlord, and such other information concerning the business background and financial condition of the proposed Transferee as Landlord may reasonably request. Except with respect to a Permitted Transfer, within fifteen (15) business days after Landlord's receipt of any Transfer Notice, and any additional information requested by Landlord pursuant to this Section 20.2, Landlord will notify Tenant of its election to do one of the following: (a) consent to the proposed Transfer subject to such reasonable conditions as Landlord may impose in providing such consent; (b) refuse such consent, which refusal shall be on reasonable grounds; or (c) if an assignment, or a sublease for substantially the remaining Term of the Lease, terminate this Lease as to all or such portion of the Premises which is proposed to be sublet or assigled and recapture all or such portion of the Premises for reletting by Landlord, which termination shall be effective as of the proposed Transfer Date. If Landlord exercises its option to terminate this Lease with respect to only a portion of the Premises following Tenant's request for Lahdlord's abproval of the proposed sublease of such space, Landlord shall be responsible for the construction of any demising wall which Landlord reasonably deems necessary to separate such space from the remainder of the Premises. .23. LBA\Ml|pitas Town Center\Yaana Leases 20.3 Additional Conditions; Excess Rent. A condition to Landlord's consent to any Transfer will be the delivery to Landlord of a true copy of the fully executed instrument of assignment, sublease, transfer or hypothecation, in form and substance reasonably satisfactory to Landlord, an original of Landlord’s standard consent form eXecutcd by both Tenant and the proposed Transferee, and an affirmation of guaranty in form satisfactory to Landlord executed by each guarantor of this Lease, if any. In addition, Tenant shall pay to Landlord as Additional Rent within thirty (30) days after receipt thereof, without affecting or reducing any other obligations of Tenant hereunder, fifty percent (50%) of any rent or other economic consideration received by Tenant as a result of any Transfer which exceeds, in the aggregate, (i) the total Rent which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any portion of the Premises subleased) for the applicable period, plus (ii) any reasonable brokerage commissions and attorneys' fees and any tenant improvement costs or allowance funds for tenant improvements actually pai'd by Tenant in connection with such Transfer. If Tenant effects a Transfer or requests the consent of Landlord to any Transfer (whether or not such Transfer is consummated), then, upon demand, and as a condition precedent to Landlord's consideration of the proposed assignment or sublease, Tenant agrees to pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus Landlord‘s reasonable attorneys' and paralegal fees and other costs incumd by Landlord in reviewing such proposed assignment or sublease (whether attributable to Landlord‘s in~house attorneys or paralegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord's attomeys' and/or paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer. 20.4 Reasonable Disapproval. Without limiting in any way Landlord's n'ght to withhold its consent on any reasonable grounds, it is agreed that Landlord will not be acting unreasonably in refusing to consent to a Transfer if, in Landlord‘s reasonable opinion: (a) the net worth or financial capabilities of a proposed assigwe is less than that of Tenant, or the proposed-assignee or subtenant does not have the financial capability to fulfill the obligations imposed by the Transfer; (b) the proposed Transferee is an existing tenant of the Building or Property or is negotiating with Landlord (or has negotiated with Landlord in the last six (6) months) for space in the Building or the Property; (c) the proposed Transferee is a governmental entity; (c) the portion of the Premises to be sublet or assigned 1's irregular in shape with inadequate means of ingress and egress; (e) the proposed Transfer involves a change of use of the Premises or would violate any exclusive use covenant to which Landlord is bound; (f) the Transfer would likely result in significant increase in the use of the parking areas by the Transferee's employees or visitors, and/or siglificantly increase the demand upon utilities and services to be provided by Landlord to the Premises; or (g) the Transferee is not in Landlord's reasonable opinion of reputable or good character or consistent with Landlord‘s desired tenant mix for the Building. 20,5 No Release. No Transfer, occupancy or collection of rent from any proposed Transferee shall be deemed a waiver on the part of Landlord, or the acceptance of the Transferee as Tenant and no Transfer shall release Tenant of Tenant‘s obligations under this Lease or alter the primary liability of Tenant to pay Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that if Landlord gives said sublessee written notice that Tenant is in default under this Lease, said sublessee will thereafter make all payments due under the sublease directly to or as directed by Landlord, which payments will be credited against any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigIs to Landlord all rents and other sums payable under any sublease of the Premises; provided, however, that Landlord hereby grants Tenant a license to collect all such rents and other sums so long as Tenant is not in default under this Lease. Consent by Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of default by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may procwd directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. Landlord may consent to subsequent assignments of this Lease or sublettings or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such actions shall not relieve Tenant of liability under this Lease. To the extent the Premises are located in California, Tenant hereby waives (for itself and all persons claiming under Tenant) the provisions of Civil Code Section l995.310 as to Tenant’s right to terminate this Lease. 20.6 Permitted Transfers. Notwithstanding the provisions of Section 20.1 above to the contrary, provided that Tenant is not then in default, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord‘s consent to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires substantiallyfial] the assets of Tenant's business as a going concern (each, a "Permitted Transferee"), provided that: (a) at least twenty (20) days prior to such assignment or sublease (unless prohibited by law or a confidentiality agreement in which case Tenant shall give such notice promptly following the Permitted Transfer), Tenant delivers t0 Landlord a reasonably detailed desc’ription 0f the proposed Transfer and the financial statements and other financial and background information of the assignee or sublwsee described in Section 20.2 above; (b) in the case of an assiglment, the assignee assumes, in full, the obligations of -24- LBA\MI|pltas Town Center\Yaana Lease-8 Tenant under this Lease (or in the case of a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion) pursuant to an assignment and assumption agreement (or a sublease, as applicable) reasonably acceptable to Landlord, a fully executed copy of which is delivered to Landlord within thirty (30) days following the effective date of such assignment or subletting; (c) each guarantor of this Lease executes a reaffirmation of its guaranty in form satisfactory to Landlord; (d) the tangible net worth of the assigwe or sublcssee equals or exceeds that of Tenant as of the date immediately preceding the proposed Transfer, (e) Tenant remains fully liable under this Lease; (f) the use of the Premises is pursuant to Section 1.10 of this Lease; (g) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 20 and will not violate any exclusive use covenant to which Landlord is bound; and (h) with respect to a sublctting only, Tenant and such Permitted Transferee execute landlord's commercially reasonable standard consent to subleasc form; and (i) Tenant is not in default under this Lease. ARTICLE 21 - SURRENDER AND HOLDING OVER 21.1 Surrender of Premises. Upon the expimtion or sooner termination of this Lease, Tenant shall surrender all keys for the Premises and exclusive possession of the Premises to Landlord broom clean and in good condition and repair, reasonable wear and tear excepted (and casualty damage excepted), with all of Tenant's personal property, electronic, fiber, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (to be removed in accordance with the National Electric Code and other applicable Laws) and those items, if any, of Alterations identified by Landlord pursuant to Section 13.2, removed therefrom and all damage caused by such removal repaired. If Tenant fails to remove by the expiration or sooner termination of this Lease all of its personal property and Alterations identified by Landlord for removal pursuant to Section 13.2, Landlord may, (without liability to Tenant for loss thereof), at Tenant's sole cost and in addition to Landlord's other fights and remedies under this Lease, at law or in equity: (a) remove and store such items in accordance with applicable Law; and/or (b) upon ten (10) days‘ prior notice to Tenant, sell all or any such items at private or public sale for such price as Landlord may obtain as permitted under applicable Law. Landlord shall apply the prooeeds of any such sale to any amounts due to Landlord under this Lease from Tenant (including Landlord's attorneys' fees and other costs incurred in the removal, storage and/or sale of such items), with any remainder to b6 paid to Tenant. 21.2 Holding Over. Tenant will not be permitted to hold over possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. If Tenant holds over after the expiration or earlier termination of the Tenn with or without the express wn'tten consent 0f Landlord, then, in addition to all other remedies available to Landlord, Tenant shall become a tenant at sufferancc only, upon the terms and conditions set forth in this Lease so far as applicable (including Tenant's obligation to pay all Additional Rent under this Lease), but at a Monthly Base Rent equal to one hundred fifty percent (150%) of the Monthly Base Rent applicable to the Premises immediately prior to the date of such expiration or earlier termination. Any such holdover Rsnt shall be paid on a per month basis without reduction for partial months during the holdover. Acceptance by Landlord of Rent afler such expiration or earlier termination shall not constitute consent to a hold over hereunder or result in an extension of this Lease. This Section 21.2 shall not be constmed to create any express or implied fight to holdover beyond the expiration of the Term or any extension themof. Tenant shall be liable, and shall pay to Landlord within ten (10) days after demand, for all losses incurred by Landlord as a result of such holdover, and shall indemnify, defend and hold Landlord and the Landlord Parties harmless from and against all liabilities, damages, 105m, claims“, suits, costs and expenses (including reasonable attomeys’ fees and costs) arising from or relating to any such holdover tenancy, including without limitation, any claim for damages made by a succeeding tenant. Tenant‘s indemnification obligation hereunder shall survive the expiration or earlier termination of this Lease. The foregoing provisions of this Section 21 .2 are in addition to, and do not affect, Landlord's right of re-entry or any other rights of Landlord hereunder or otherwise at law or in equity. ARTICLE 2g - DEFAULTS 22.l Tenant's Default. The occurrence of any one or more of the following events shall constitute a "Default" under this Lease by Tenant: a. The vacation without providing reasonable security measures to protect against damage to the Premises or abandonment of the Premises by Tenant. "Abandonment" is herein defined to include, but is not limited to, any absence by Tenant from the Premises for five (5) business days or longer while in default of any other provision of this Lease; b. the failure by Tenant to make any payment of Rent, Additional Rent or any other payment required to be made by Tenant hereunder, where such failure continues for three (3) busihess=days afler written notice thereof fi’om Landlord that such payment was not received -25.. LBA\M|lpItas Town Center\Yaana Lease~8 when due; provided that if Landlord provides two (2) or more notices of late payment within any twelve (12) month period, then the third failure of Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder when due in the twelve (12) month period following the second (2") such notice shall be an automatic Default without notice from Landlord; c‘ the failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, other than as specified in Sections 22.1(a) or (b) above, where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that it may be cured but more than ten (10) days are reasonably requirod for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said ten (10) day period and thereafter diligently prosecute such cure to completion, which completion shall occur not later than sixty (60) days from the date of such notice from Landlord; or d. A general assignment by Tenant or any guarantor or surety of Tenant's obligations hereunder ("Guarantor") for the benefit of creditom; e. The filing of a voluntary petition in bankruptcy by Tenant or any Guarantor, the filing by Tenant or any Guarantor of a voluntary petition for an arrangement, the filing by or against Tenant or any Guarantor of a petition, voluntary or involuntary, for reorganization, or the filing of an involuntary petition by the creditors of Tenant or any Guarantor, said involuntary petition remaining undischarged for a period of one hundred twenty (l 20) days; f. Receivership, attachment, or other judicial seizure of substantially all of Tenant's assets on the Premises, such attachment or other seizure remaining undismissed or undischarged for a period of thirty (30) days after the levy thereof; g. Death or disability of Tenant or any Guarantor, if Tenant or such Guarantor is a natural person, or the failure by Tenant or any Guarantor to maintain its legal existence, if Tenant or such Guarantor is a corporation, partnership, limited liability company, trust or other legal entity. Any notice sent by Landlord to Tenant pursuant to this Section 22.1 shall be in lieu of, and not in addition to, any notice required under any applicable Law. 22.2 Landlord’s Default. If Landlord defaults in performing any of its non-st-ructural repair and maintenance obligations to the Premises as expressly stated in this Imse (including, without limitation, repair of the roof membrane of the Building) and such default creates a risk of imminent injury to person or substantial property damage, or unreasonably and materially interferes with Tenant's ability to conduct its business at the Leased Premises, and Landlord has not cured such default within thirty (30) days afier Tenant shall have given Landlord wn'tten notice specifying such default, and in the case of any such default which cannot with due diligence and in good faith be cured within thiny days, within such additional period as may be reasonably required to cure such default with due diligence and in good faith (it being intended that, in connection with any such default which is not susceptible of being cured with due diligence and in good faith within thirty (30) days, the time within which Landlord is required to cure such default shall be extended for such additional period as may be necessary for the curing thereof with due diligence and in good faith), then Tenant, without being obligated to do so, shall have the right, but not the obligation, to perform the nonstructural repair or maintenance obligation to the Premises which Landlord failed to perform. The full amount of the reasonable costs and expenses so incurred by Tenant (the “Reimbursable Costs”) shall be paid by Landlord to Tenant, within thirty (30) days after written demand therefor (provided that such written demand is accompanied by reasonable documented evidence of the Reimbursable Costs). Tenant shall g‘ve advance notice by telephone to the individual from time to time designated by Landlord to receive such notice of Tenant's intentions to exercise its rights under this Section in the case ofan emergency. ARTICLE 23 - REMEDIES OF LANDLORD 23.1 Landlord's Remedies; Termination. In the event of any such Default by Tenant, in addition to any other remedies available to Landlord under this Lease, at law or in equity (including, without limitation, to the extent the Premises are located in California, the remedies of Civil Code Section 1951 .4 and any successor statute or similar Law, which provides that Landlord may continue this Lease 1n effect following Tenant's breach and abandonment and collect rent as it falls due, if Tenant has thc n'ght to sublet or assign, subject to reasonable limitations), Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder and to re-enter the Premises and remove all persons and property from the Premises; such property may be removed, stored and/or disposed of as permitted by applicable Law. If Landlord shall elect to so th-minate this Lease, then Landlord may -25- LBA\Mi|pitas Town Center\Vaana Lease-8 recover from Tenant: (a) the worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned afler termination until the time of award excwds the amount of such rental loss that Tenant proves could haVe been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which, in the ordinary couxse of things, would be likely lo result therefrom including, but not limited to: the total unamonized sum of any Abated Amount (amom'zed on a straight line basis over the initial Term of this Lease), tenant improvement costs; attomeys‘ fees; brokers' commissions; any costs required to return the Premism to the conditioned required at the end of the Term; the costs of refurbishment, alterations, renovation and repair of the Premises; and removal (including the repair of any damage caused by such removal) and storage (or disposal) of Tenant's personal property, equipment, fixtures, Alterations, Tenant Improvements and any other items which Tenant is required under this Lease to remove but dew not remove; plus (e) all other monetary damages allowed under applicable Law. As used in Sections 23.1(a) and 23.1(b) above, the "worth at the time of awar " is computed by allowing interest at the Interest Rate set forth in the Summary. As used in Section 23.1(0) above, the "wonh at the time of award" is computed by discounting such amount at the discount mtc of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). To the extent the Premises are located in Califomia, Tenant hereby waives for Tenant and all those claiming under Tenant all right now or hereafier existing including, without limitation, any rights under California Code of Civil Procedure Sections 1174 and 1179 and Civil Code Section 1950.7 to redeem by order or judgment of any coun or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease. 23.2 Landlord's Remedies; Continuation of Lease; Re-Entry Rights, In the event of any such Default by Tenant, in addition to any other remedies available to Landlord under this Lease, at law or in equity, Landlord shall also have the right to (a) continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due,.and (b) with or without terminating this Lease, to re-enter the Premises and remove a1] persons and property from the Premises; such property may be removed, stored and/or disposed of as permitted by applicable Law. No r&entry or taking possession of the Premises by Landlord pursuant to this Section 23.2, and no acceptance of surrender of the Premises or other action on Landlord's part, shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction, No notice from Landlord or notice given under a forcible entry and detainer statute or similar Laws will constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Notwithstanding any relem'ng without termination by Landlord because of any Default, Landlord may at any time afier such reletting elect to terminate this Lease for any such Default. 23.3 Landlord's Right to Perform. Except as specifically provided otherwise in this Lease, all covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any abatement or offset of Rent. [n the event of any Default by Tenant, Landlord may, without waiving or releasing Tenam from any of Tenant's obligations, make such payment or perform such other act as required to cure such Default on behalf of Tenant. A11 sums so paid by Landlord and all necessary incidental costs incurred by Landlord in performing such other acts shall be payable by Tenant to Landlord within five (5) days afier demand therefor as Additional Rent. 23.4 Rights and Remedies Cumulative. A11 rights, options and remedies of Landlord contained in this Article 23 and elsewhere in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease. Nothing in this Article 23 shall be deemed to limit or otherwise affect Tenant's indemnification of Landlord pursuant to any provision of this Lease. 23.5 Costs Upon Default and Litigation. Tenant shall pay to Landlord and its Mongagees as Additional Rent all the expenses incurred by Landlord or its Mortgagees in connection with any default by Tenant hereunder or the exercise of any remedy by reason of any default by Tenant hereunder, including reasonable attomeys' fees and expensw. If Landlord or its Mortgagees shall be made a party to any litigation commenced against Tenant or any litigation penaining to this Lease or the Premises, at the option of Landlord and/or its Mortgagees, Tenant, at its expense, shall provide Landlord and/or its Mongagees with counsel approved by Landlord and/or its Mortgagees and shall pay all costs incurred or paid by Landlord and/or its Mortgagees in connection with such litigation. .27. LBA\MI|pItas Town Center\Yaana Lease~8 ARTICLE 24 - ENTRY BY LANDLORD Landlord and its employees and agents shall at all reasonable times, with prior notice (which for purposes hereof may be communicated verbally or by email) and accompanied by an employee of Tenant (provided Tenant makes such employee available at the applicable time), have the right to enter the Premises to inspect the same, to supply any service required to be provided by Landlord to Tenant under this Lease, to exhibit the Premises to prosPective lenders or purchasers (or during the last year of the Term or during any default by Tenant, to prospective tenants), to post notices of non-responsibility, and/or to alter, improve or repair the Premises or any other portion of the Building or Property, all without being deemed guilty of or liable for any breach of Landlord's covenant of quiet enjoyment or any eviction of Tenant, and without abatement of Rent. In exercising such entry rights, Landlord shall use its reasonable efforts to minimize, to the extent reasonably practicable, the interference with Tenant's business, and shall provide Tenant with reasonable advance notice (oral or written) of such entry (except in emergency situations and for scheduled services). For each of the foregoing purposes, Landlord shall at all times have and retain a key With which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the means which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord by any of said mwns or otherwise shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof, or grounds for any abatement or reduction of Rent and Landlord shall not have any liability to Tenant for any damages or lossw on account of any such entry by Landlord. ARTICLE 25 - LIMITATION 0N LANDLORD’S LIABILITY Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including as to any actual or alleged breach or default by Landlord) do not constitute personal obligations of tha individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord's members or partners, and Tenant shall not seek recourse against the individual members, managers, investors, partners, directors, officers, or shareholders of Landlord or Landlord's members or partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and agrees for itself and all of its succmsors and assigns that the liability of Landlord for its obligations under this Lease (including any liability as a result of any actual or alleged failure, breach or default hereunder by Landlord), shall be limited solely to, and Tenant's and its successors' and assig1s' sole and exclusive remedy shall be against, Landlord's interest in the Building, and no other assets of Landlord. The term "Landlord" as used in this Lease, so far as covenants or obligations on the pan of the Landlord are concerned, shall be limited t0 mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee's interest in a ground lease of, the Property. In the event of any transfer or conveyance of any such title or interest (other than a transfer for security purposes only), the transferor shall be automatically relieved of all covenants and obligations on the part of Landlord contained in this Lease. Landlord and Landlord's transferees and assignees shall have the absolute right to transfer all or any portion of their respective title and interest in the Premises, the Building, the Property and/or this Lease without the consent of Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord's part of any of the terms and conditions of this Lease. ARTICLE 26 - SUBORDINATION 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 Premises, the Building or the Property, and to renewais, modifications, refinancings and extensions thereof (collectively referred to as a "Mortgage"). This clause shall be self-operative, but no later than ten (10) business days after written request from Landlord or any holder of a Mortgage (each, a "Mortgagee" and collectively, "Mortgagees"), Tenant shall execute a commercially reasonable subordination agreement. Notwithstanding such subordination, Tenant’s right to quiet passession of the Premises shall not be terminated if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. As an alternative, a Mortgages shall have the right at any time to subordinate its Mortgage to this Lease. No later than ten (IO) business days after written request by Landlord or any Mortgages, Tenant shall, without charge, attom to any successor to Landlord s interest in this Lease. Tenant hereby waives its rights under any current or future Law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder'1n the event of any such foreclosure proceeding or sale Should Tenant fail to sign and return any such documents within said ten (10) business day penod, Tenant shall be 1n default herepnder .28. LBA\Milpitas Town Center\Yaana Lease-S ARTICLE 27 ~ ESTOPPEL CER! IFICATE Within ten (10) business days following Landlord's written request, Tenant shall execute and deliver to Landlord an estoppel certificate, in a form substantially similar to the form of Exhibit F attached hereto. Any such estoppel cefiificate delivered pursuant to this Article 27 may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of any portion of the Property, as well as their assignees. Tenant's failure to deliver such estoppel cenificate following an additional two (2) business day cure period afier notice shall censtitute a default hereunder. Tenant‘s failure to deliver such certificate within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord, that there are no uncured defaults in Landlord's performance, and that not more than one (1) month's Rent has been paid in advance. ARTICLE 28 - RELOCATIQN 0F PREMISES - Intentionally Deleted ARTICLE 29 - MORTGAGEE PROTECTION If, in connection with Landlord's obtaining or entering into any financing or ground lease for any portion of the Building or Property, the lender or mund lessor shall request modifications to this Lease, Tenant shall, within thirty (30) days afier request therefor, execute an amendment to this Lease including such modifications, provided such modifications are reasonable, do not increase the obligations of Tenant hereunder, or adversely affect the leasehold estate created hereby or Tenant's rights hereunder. In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed of trust or mortgagee covering the Premises or ground lessor of Landlord whose address shall have been furnished to Tenant, and shall offer such beneficiary, mortgagee or ground lessor a reasonable opportunity to cure the default (including with respect to any such beneficiary or mortgagee, time to obtain possession of the Premises, subject to this Lease and Tenant‘s rights hereunder, by power of sale or judicial foreclosure, if such should prove necessary to effect a cure). ARTICLE 30 - QUIET ENJOYMENT Landlord covenants and agrees with Tenant that, upon Tenant performing all of the covenants and provisions on Tenant's part to be observed and performed under this Lease (including payment of Rent hereunder), Tenant shall have the right to use and occupy the Premises in accordance with and subject to the terms and conditions of this Lease as against all persons claiming by, through or under Landlord. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building. ARTICLE 31 - MISCELLANEOUS PROVISIONS 31.1 Broker. Tenant represents that it has not had any dealings with any real estate broker, finder or intermediary with respect to this Lease, other than the Brokers specified in the Summary. Tenant shall indemnify, protect, defend (by counsel reasonably approved in writing by Landlord) and hold Landlord harmless from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attomeys' fees and court costs) resulting from any breach by Tenant of the foregoing representation, including, without limitation, any claims that may be assefled against Landlord by any broker, agent or finder undisclosed by Tenant herein. Landiord shall indemnify, protect, and hold Tenant harmless from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attomeys' fees and court costs) resulting from any other brokers claiming to have represented Landlord in connection with this Lease. The foregoing indemnities shall survive the expiration or earlier termination of this Lease. Landlord shall pay to the Brokers the brokerage fee, if any, pursuant to a separate written agreement between Landlord and Brokers. 31.2 Governing Law. This Lease shall be governed by, and construed pursuant to, the laWS of the state in which the Building is located. Venue for any litigation between the parties hereto concerning this Lease or the occupancy of the Premises shall be initiated in the county in which the Premises are located. Tenant shall comply with all governmental and quasi-govemmental laws, ordinances and regulations applicable to the Building, Property and/or the Premises, and all rules and regulations adopted pursuant thereto and all covenants, conditions and restrictions applicable to and/or of record against the Building, Property and/or the Site (individually, a "Law" and collectively, the "Laws"). 31 .3 Successors and Assigns. Subject to the provisions of Article 25 above, and except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be .29- LBA\Mi|pItas Town Center\Yaana Lease-S binding upon, and shall inure to the benefit of, the parties hereto and their rwpective heirs, personal representatives and permitted successors and assigns; provided, however, no rights shall inure to the benefit of any Transferee of Tenant unless the Transfer to such Transferee is made in compliance with the provisions of Article 20, and no options or other rights which are expressly made personal to the original Tenant hereunder or in any rider attached hereto shall be assignable to or exercisable by anyone other than the original Tenant or Permitted Transferee under this Lease. 31.4 No Merger. The voluntary or other surrender of this Lease by Tenant or a mutual termination thereof shall not work as a merger and shall, at the option of Landlord, either (a) terminate all or any existing subleases, or (b) operate as an assignment to Landlord of Tenant's interest under any or a1] such subleases. 3L5 Professional Fees. If either Landlord or Tenant should bring suit (or alternate dispute resolution proceedings) against the other with rcspeqt to this Lease, including for unlawful detainer, forcible entry and detainer, or any other relief against the other hereunder, then all costs and expenses incurred by the prevailing party therein (including, without limitation, its actual appraisers', accountants', attomeys' and other professional fees, expenses and court costs), shall be paid by the other party, including any and all costs incurred in enforcing, perfecting and executing such judgment and all reasonable costs and attorneys’ fees associated with any appeal. Further, if for any mason Landlord consults legal counsel or otherwise incurs any costs or expensw as a result of its proper attempt to enforce the provisions of this Lease against Tenant, even though no litigation is commenced, or if commenced is not pursued to final judgment, Tenant shall be obligated to pay to Landlord, in addition to all other amounts for which Tenant is obligated hereunder, all of Landlord’s reasonable costs and expenses incurred in connection with any such acts, including attorneys‘ fem incurred associated with any appeal. 31.6 Waiver. The waiver by either party of any breach by the other party of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant and condition herein contained, nor shall any custom or practice which may become established between the parties in the administration of the terms hereof be deemed a waiver of, or in any way affect, the right of any party to insist upon the performance by the other in strict accordance with said terms. No waiver of any default of either party hereunder shall be implied from any acceptance by Landlord or delivery by Tenant (as the case may be) of any Rent or other payments due hereunder or any omission by the non-defaulting party to take any action on account of such default if such default persists or is repeated, and no exprws waiver shall affect defaults other than as specified in said waiver. 31.7 Terms and Headings. The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. Words used in any gender include other genders. The Anicle and Section headings of this Lcasc are not a pan of this Lease and shall have no effect upon the construction or interpretation of any pan hereof. Any deletion of language from this Lease pn'or to its execution by Landlord and Tenant shall not be construed to raise any presumption, canon of construction or implication, including, without limitation, any implication that the parties intended thereby to state the converse of the deleted language. The patties hereto acknowledge and agree that each has participated in the negotiation and drafiing of this Lease; therefore, in the event of an ambiguity in, or dispute regarding the interpretation of, this Lease, the interpretation of this Lease shall not be resolved by any rule of interpretation providing for interpretation against the party who caused the uncertainty to exist or against the draftsman. 31.8 Time. Time is of the essence with respect to performance of every provision of this Lease in which time or performance is a factor. 31.9 Business Day. A "business day" is Monday through Friday, excluding holidays observed by the United States Postal Service and reference to 5:00 p.m. is to the time zone of the recipient. Whenever action must be taken (including the giving of notice or the delivery of documents) under this Lease during a certain period of time (or by a particular date) that ends (or occurs) on a non~business day, then such period (or date) shall be extended until the immediately following business day. 31.10 Payments and Notices. All Rent and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord at the address designated in the Summary, or to such other persons and/or at such other places as Landlord may hereafter designate in writing. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery (including delivery by nationally recognized overnight courier or express mailing service), or by registered or certified mail, postage prepaid, return receipt requested, addressed to Tenant at the address(es) desiglated in the Summary, or to Landlord at the address(es) designated in the Summary. Either party may, by written notice to the other, specify a different address for notice purposes. Notice given in the foregoing manner shall be deemed given (i) upon confirmed transmission if sent by facsimile transmission. provided such transmission 1's firior to 5:00 p.m. on a business day (if such transmission is -30- LBA\Milpltas Town Center\Yaana Lease-8 after 5:00 p.m. on a business day or is on a non-businms day, such notice will be deemed given on the following business day), (ii) when actually received or refused by the party to whom sent if delivered by a carrier or personally served or (iii) if mailed, on the day of actual delivery or refusal as shown by the certified mail return receipt or the expiration of three (3) business days after the day of mailing, whichever first occurs. 31.11 Prior Agreements; Amendments. This Lease, including the Summary and all Exhibits attached hereto, contains all of the covenants, provisions, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and any other matter covered or mentioned in this Lease, and no prior agreement or understanding, oral or wn'tten, express or implied, pertaining to the Pmmises or any such other matter shall be effective for any purpose. No provi sion of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors. in interest. The patties acknowledge that all pn‘or agreements, representations and negotiations are deemed superseded by the execution of this Lease to the extent they are not expressly incorporated herein. ' ' 31.12 Separability. The invalidity or unenforceability of any provision of this Lease shall in no way affect, impair or invalidate any other provision hereof, and such other provisions shall remain valid and in full force and effect t0 the fullest extent permitted by law. 31.13 Recording. Neither Landlord nor Tenant shall record this Lease or a short form memorandum of this Lease. 31.14 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipulated shall be deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease. Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by any statute or at common law. 31.1 5 Financial Statements. Upon fifieen' (15) bu-siness_days pn'or written request from Landlord (which Landlord may make at any time during the Term including in connection with Tenant's exercise of any Option in this Lease, but no more often that two (2) times in any calendar year, other than in the event of a default by Tenant during such calendar year or the exercise of any Option in such calendar year, when such limitation shall not apply), Tenant shall deliver to Landlord (a) a current financial statement of Tenant and any guarantor of this Lease, and (b) financial statements of Tenant and such guarantor for the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally acceptable accounting principles and certified as true in all material rmpects by Tenant (if Tenant is an individual) or by an authorized officer, member/manager or general partner of Tenant (if Tenant is a corporation, limited liability company or partnership, respectively). Landlord shall keep all financial statements of Tenant confidential, except that (i) Landlord shall have the n'ght to disclose such statements to prospective purchasers and lenders and to Landlord’s partners, property managers, consultants and advisers, including accountants and attorneys, provided that Landlord first advises such parties of the confidential nature of such financial statements, and otherwise as required by law or legal process, and (ii) Landlord shall have no obligation to maintain the confidentiality of any financial statements or other information which has been filed with the SEC or is otherwise in the public domain. 3 1 .16 No Partnership. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venture: or a member of a joint enterprise with Tenant by reason of this Lease. 31.17 Force Majeure. If either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procum materials, failure of power, governmental moratorium or other governmental action or inaction (including, without limitation, failure, refusal or delay in issuing permits, approvals and/or authorizations), injunction or court order, riots, insurrection, war, terrorism, bioterrorism, fire, earthquake, inclement weather including rain, flood or other natural disaster or other reason of a like nature not the fault of the party delaying in pcrfonning work or doing acts required under the terms of this Lease (but excluding delays due to financial inability) (herein collectively, "Force Majeure Delay(s "), then performance of such act shall be excused for the period of such Force Majeure Delay and tha period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section 31.17 shall not apply to nor operate to excuse Tenant from the payment of Monthly Base Rent, or any Additional Rent or any other payments strictly in accordance with the terms of this Lease. .31. LBA\M|Ipltas Town Center\Yaana Lease«8 31.18 Counterparts. 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 ageement. 3 1.19 Nondisclosure of Lease Terms. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute proprietary information of Landlord. Disclosure of the terms could adversely affect the ability of Landlord to negotiate other leases and impair Landlord's relationship with other tenants. Accordingly, Tenant agrees that it, and its partners, officers, directors, shareholders, members, managers, employees, agents and attorneys, shall not intentionally and voluntarily disclose the terms and conditions of this Lease to any newspaper or other publication or any other tenant or apparent prospective tenant of the Building or other portion of the Property, or real estate agent, either directly or indirectly, without the pn'or written consent of Landlord, provided, however, that Tenant may disclose the terms to prospective subtenants or assignew under this Lease. 31.20 Tenant's Authority. If Tenant executes this Lease as a partnership, corporation or limited liability company, then Tenant and the persons and/or entities executing this Lease on behalf of Tenant represent and warrant that: (a) Tenant is a duly organized and existing partnership, corporation or limited liability company, as the case may be, and is qualified to do business in the state in which the Building is located; (b) such persons and/or entities executing this Lease are duly authorized to execute and deliver this Lease on Tenant's behalf; and (c) this Lease 1's binding upon Tenant in accordance with its terms. Tenant shall provide to Landlord a copy of any documents reasonably requested by Landlord evidencing such qualification, organization, existence and authorization within ten (10) days after Landlord's request. Tenant represents and warrants to Landlord 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 arc not, (i) in violation of any Laws relating to terrorism or money laundering, or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www,treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list. 31.2] Joint and Several Liability. If more than one person or entity executes this Lease as Tenant: (a) each of them is and shall be jointly and sevemlly liable for the covenants, conditions, provisions and agreements of this Lease to be kept, obs'erved and performed by Tenant; and (b) the act 0r simature of, or notice from or to, any one or more of them with respect to this Lease shall be binding upon each and all of the persons and entities executing this [case as Tenant with the same force and effect as if each and all of them had so acted or signed, or given or received such notice. 31.22 No Option. The submission of this Lease for examination or execution by Tenant does not constitute a reservation of or option for the Premises and this Lease shall not become effective as a Lease until the final lease has been executed by Landlord and delivered to Tenant. 31.23 Options and Rights in General. Any option (each an "Option" and collectively, the "0ptions"), including without limitation, any option to extend, option to terminate, option to expand, right to lease, right of first offer, and/or right of first refusal, granted to Tenant is personal to the original Tenant executing this Lease or a Permitted Transferee and may be exercised only by the original Tenant executing this Lease or Permitted Transferee while occupying the entire Premises and without the intent of thereafler assigning this Lease or subletting the Premises and may not be exercised or be assigned, voluntarily or involuntarily, b‘y any person or entity other than the original Tenant executing this Lease or a Permitted Transfme. The OptiOns, if any, granted to Tenant under this Lease are not assignable separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or otherwise. Tenant will have nd right to exercise any Option, notwithstanding any provision of the grant of option to the contrary, and Tenant's exercise of any Option may be nullified by Landlord and deemed of no further force or effect, if (i) Tenant is in Default under the terms of this Lease as of Tenant's exercise of the Option in question or at any time after the exercise of any such Option and pn'or to the commencement of the Option event, (ii) Tenant has sublet all or more than fifty percent (50%) of the Premises except pursuant to a Permitted Transfer, or (iii) Landlord has given Tenant two (2) or mom notices of default that were not cured within the applicable cure period. Each Option granted to Tenant, if any, is hereby deemed an economic term which Landlord, in its sole and absolute discretion, may or may not offer in conjunction with any future extensions of the Term. [NO FURTHER TEXT ON THIS PAGE; SIGNATURES ON FOLLOWING PAGE] .3 2. LBA\Mllpltas Town Center\Yaana Lease-S IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the date first above written. Tenant: YAANA TECHNOLOGIES, LLC, a California limited ' bility company Landlord: LBA REALTY FUND II-WBP III, LLC, a Delaware limited liability company By: Name: Its: For LBA Office Use Only: Prepared & Reviewed by: _ WP .33. LBA\Milpltas Town Center\Yaana Lease-B EXHIBIT A - OUTLINE F THE PREMISES Suite 542 EXHIBITA ,1. LBA\MIlpltas Town Center\Yaana Leasevs V .V.V/.,-_IY1-:'Z:} ( I “m a x ‘\ III-‘ z , ;’/\ANi Rx . EXHIBITB .1- LBA\Ml|pitas Town Center\Vaana Leasas EXHIBIT C - WORK LETTER This Exhibit C (this “Exhibit" or this “Work Letter”) is a pan of that certain Lease (the “Lease”) between LBA Realty Fund II-WBP III, LLC, a Delaware limited liability company, as Landlord, and Yaana Technologies, LLC, a California limited liability company, as Tenant, for the lease of space by Tenant at 542 Gibraltar Drive, Milpitas, California. All capitalized terms referred to in this Exhibit shall have the same meaning provided in the Lease, except where expressly provided to the contrary in this Exhibit. If there is any conflict between this Exhibit and the Lease regarding the construction of the Tenant Improvements, this Exhibit shall govern. l. TENANT IMPROVEMENTS. As used in the Lease and this Work Letter Agreement, the term "Tenant Improvements" or "Tenant Improvement Work" means those items of general tenant improvement construction shown on the Final Plans (described in Section 4 below), more particularly described in Section 5 below. 2. WORK SCHEDULE. After the execution of this Lease, Landlord will deliver to Tenant, for Tenant's review and approval, a schedule ("Work Schedule") which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements and the Commencement Date of the Lease. The Work Schedule will set forth each of the various items of work to be done or approval to be given by Landlord and Tenant in connection with the completion of the Tenant Improvements. The Work Schedule will be submitted to Tenant for its approval, which approval Tenant agrees not to unreasonably withhold, and, once approved by both Landlord and Tenant, the Work Schedule will become the basis for completing the Tenant Improvements. All plans and drawings required by this Work Letter Agreement and all work performed pursuant thereto arc to be prepared and performed in accordance with the Work Schedule. Landlord may, from time to time during construction of the Tenant Improvements, modify the Work Schedule as Landlord reasonably deems appropriate. If Tenant fails to approve the Work Schedule or fails to object to the Work Schedule, as it may be modified after discussions between Landlord and Tenant within five (5) business days after the date the Work Schedule is first received by Tenant, the Woxk Schedule shall be deemed to be approved by Tenant as submitted. If the partim cannot agree on an approved Work Schedule, then the Work Schedule proposed by the general contractor schedule to perform the work and agreed to by the architect shall be binding on the parties. 3. CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following person(s) as Landlord's representative ("Landlord's Representative") to act for Landlord in all matters covered by this Work Letter Agreement: Elisa Garcia of LBA Realty. Tenant hereby appoints the following person(s) as Tenant's representative ("Tenant's Representative") to act for Tenant in all matters covered by this Work Letter Agreement: either Nick Peshavaria or James Hutchins of Tenant. Landlord may rely on any decision or reSponse for either of the representatives 0f Tenant listed above without having to get a decision or response from the other designated representative. A11 communications with respect to the matters covered by this Work Letter Ageement are made to Landlord's Representative or Tenant's Representative, as the case may be, in writing in compliance with the notice provisions of the Lease, Either party may change its representative under this Work Letter Agcement at any time by written notice to the other party in compliance with the notice provisions of the Lease. 4. TENANT IMPROVEMENT PLANS. (a) Preparation of Space Plan. 'In accordance with the Work Schedule, Tenant agrees to meet with Landlord's architect and/or space planner for the purpose of promptly preparing preliminary space plan for the layout of the Premises ("Space Plan") Attached hereto as Exhibit C-l is a draft of a tentative space plan that is subject to change. The Space Plan is to be sufficient to convey the architectural desigl of the Premises and layout of the Tenant Improvements therein and is to be submitted to Landlord in accordance with the Work Schedule for Landlord's approval. If Landlord reasonably disapproves any aspect of the Space Plan, Landlord will advise Tenant in writing of such disapproval and the reasons therefor in accordance with the Work Schedule. Tenant will then submit to Landlord for Landlord's approval, in accordance with the Work Schedule, a redesign of the Space Plan incorporating the revisions reasonably required by Landlord. (b) Preparation of Final Plans. Based on the approved Space Plan, and in accordance with the Work Schedule, Landlord's architect will prepare complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of the Tenant Improvements for the Premises (collectively, the "Final Plans"). The Final Plans will be submitted to Tenant for signature to confirm that they are consistent with the Space Plan. If Tenant reasonably disapproves any aspect of the Fina! Plans based on any inconsistency with the Space EXHIBIT C .1. LBA\Mi|p|tas Town Center\Yaana Lease~8 Plan, Tenant agees to advise Landlord in writing of such disapproval and the reasons therefor within the time flame set forth in the Work Schedule. In accordance with the Work Schedule, Landlord will, subject to Section 4(c) below, then cause Landlord's architect to redesign the Final Plans incorporating the revisions reasonably requested by Tenant so as to make the Final Plans consistent with the Space Plan. (c) Requirements of Tenant's Final Plans. Landlord will not unreasonably withhold its consent to changes in the Final Plans proposed by Tenant provided the Final Plans, as revised, will: (i) be compatible with the Building shell and with the desigl, construction and equipment of the Building; (ii) be comprised of at least equal quality as the equipment and materials in the Building and approved by Landlord; (iii) comply with all applicable laws, ordinances, rulas and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; (iv) not require Building service beyond the level normally provided to other tenants in the Building and will not overload the Building floors; and (v) be of a nature and quality consistent with the overall objectives of Landlord for the Building, as determined by Landlord in its reasonable discretion. (d) Submittal of Final Plans. Once approved by Landlord and Tenant, Landlord's architect will submit the Final Plans to the appropriategovemmental agencies for plan checking and the issuance of a building permit. Landlord's architect, with Tenant's cooperation, will make any changes to the Final Plans which are requested by the applicable governmental authorities to obtain the building permit. After approval of the Final Plans no further changes may be made without the pn'or written approval of both Landlord and Tenant, and then only after agement by Tenant to pay any costs resulting from the design and/or construction of such changes in excms of the Allowance. Tenant hereby acknowledges that any such changes will be subject to the terms of Section 9 below. Landlord's approval of the Final Plans shall create no liability or responsibility on the part of Landlord for the completeness of such plans or their design sufficiency or compliance with laws. (e) Changes to Shell of Building. If the Final Plans or any amendment thereof or supplement thereto shall require changes in the Building shell, the increased cost of .the Building shell work caused by such changes will be paid for by Tenant or charged against the "Allowance" described in Section 5 below. (f) Work Cost Estimate and Statement. Prior to the commencement of construction of any 0f the Tenant Improvements shown on the Final Plans, Landlord will submit to Tenant a written estimate of the cost (the "Work Cost") to complete the Tenant Improvement Work, which written estimate will be based on the Final Plans taking into account any modifications which may be required to reflect changes in the Final Plans required by the City or County in which the Premises are located (the "Work Cost Estimate"). Tenant will either approve the Work Cost Estimate or disapprove specific items and submit to Landlord revisions to the Final Plans to reflect deletions of and/or substitutions for such disapproved items. Submission and approval of the Work Cost Estimate will proceed in accordance with the Work Schedule. Upon Tenant‘s approval of the Work Cost Estimate (such approved Work Cost Estimate to be hereinafter known as the "Work Cost Statement"), Landlord will have the right to purchase materials and to commence the construction of the items included in the Work Cost Statement pursuant to Section 6 hereof. If the total costs reflected in the Work Cost Statement exceed the Allowance described in Section 5 below, Tenant agees to pay such excess, as additional rent, within fifteen (15) business days after Tenant's approval of the Work Cost Estimate. Throughout the course of construction, any differences between the estimated Work Cost in the Work Cost Statement and the actual Work Cost will be determined by Landlord and appropriate adjustments and payments by Landlord or Tenant, as the case may be, will be made within fifteen (15) business days thereafter. 5. PAYMENT FOR THE TENANT IMPROVEMENTS. (a) Allowance. Landlord hereby grants to Tenant a tenant improvement allowance of $676,900.00 (the "Allowance"). Except to the extent of any Unused Allowance (as defined in Section 5(6) below), the Allowance is to beused only for: (i) Payment of the cost of preparing the Space Plan and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance will not be used for the payment of extraordinary desigl work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, desiglers or architects other than Landlord's architect. (ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements. (iii) Constmction of the Tenant Improvements, including, without limitation, the following: EXHIBIT C .2. LBA\Mi|pItas Town Center\Yaana Lease-S v V . (aa) Installation within the Premises of all partitioning, doors, floor covenngs, celhngs, wall coverings and painting, millwork and similar items; (bb) A11 electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Premises; ~ (cc) The furnishing and installation of all duct work, terminal boxes, dlffusers and accessories necessary for the heating, ventilation and air conditioning systems within the Premlses, mcluding the cost of meter and key control for after-hour air conditioning; (dd) Any additional improvements to the Premises required for Tenant's use 0f the Premises including, but not limited to, odor control. special hmting, ventilation and air conditioning, noise or vibration control or other special systems or improvements; (cc) A11 fire and life safety control systems such as fire walls, sprinklers, halon, fire alarms, including piping, wiring and accessories, necessary for the Premises; (ff) A11 plumbing, fixtures, pipes and accessories necessary for the Premises; (gg) Testing and inspection costs; and (hh) Fees for the contractor and tenant improvement coordinator includingx but not limited to, fees and costs attributable to general conditions associated with the construction of the Tenant Imprchments. (iv) All other costs to be expended by Landlord in the construction of the Tenant Improvements. (b) EXcess Costs. The cost of each item referenced in Section 5(a) above shall be charged against the Allowance. If the Work Cost exceeds the Allowance, Tenant agrees to pay to Landlord such excess including Landlord's standard five percent (5%) fee for the contractor and tenant improvement coordinator associated with the supervision of such excess work pn'or to the commencement of construction within five (5) business days after invoice therefor (less any sums previously paid by Tenant for such excess pursuant to the Work Cost Estimate). In no event will the Allowance be used to pay for Tenant's furniture, anifacts, equipment, telephone systems or any other item of personal property which is not affixed to the Premises. (c) Changes. If, after the Final Plans have been prepared and the Work Cost Statement has been established, Tenant requires any changes or substitutions to the Final Plans, any additional costs related thereto including Landlord‘s standard five percent (5%) fee for the contractor and tenant improvement coordinator associated with the supervision 0f such changes or substitutions are to be paid by Tenant to Landlord within five (5) business days after invoice therefor. Any changes to the Final Plans will be approved by Landlord and Tenant in the manner set forth in Section 4 above and will, if necessary, mquire the Work Cost Statement to be revised and agreed upon between Landlord and Tenant in the manner set forth in Section 4(f) above. Landlord will have the right to decline Tenant's request for a change to the Final Plans if such changes are inconsistent with the provisions of Section 4 above, or if the change would unreasonably delay construction of the Tenant Improvements and the Commencement Date of the Lease. (d) Governmental Cost Increases. If increases in the cost of the Tenant Improvements as set forth in the Work Cost Statement are due to requirements of any governmental 'agency, Tenant agees to pay Landlord the ahount of'such increase including Landlord's standard five percent (5%) fee for the contractor and tenant improvement coordinator associated with the supervision of such additional work within five (5) business days of Landlord's written notice; provided, however, that Landlord will first apply toward any such incmse any remaining balance of the Allowance. (e) Unused Allowance Amounts. Any unused portion of the Allowance upon completion of the Tenant Improvements and payment of all construction costs for the Tenant Improvements (the “Unused Allowance”) will not be refunded to Tenant or be available to Tenant as a credit against any obligations of Tenant under the Lease, except as provided in this paragraph. Tenant may be able to use not more $96,700.00 of the Unused Allowance to reimburse Tenant for the amount of the actual and reasonable third party costs incurred and paid by Tenant for moving Tenant’s communication services, general infrastructure setup, furniture, fixtures and equipment to the Premises (“Moving Costs”). There are no assurances, commitments or agreements that there will be any Unused Allowance. The ponion of the Unused Allowance, if any, that may be used for payment of the Moving Costs shall be paid by Landlord within thirty (30) days after (i) payment by Landlord of all construction costs of the Tenant Improvements, and (b) receipt by Landlord from Tenant 0f invoices or other " EXHIBr'r c .3. LBA\MilpItas Town Center\Yaana Lease-8 reasqnable supporting documentation of the Moving Costs. Tenant must apply for payment of the Movmg Costs out of the Unused Allowance within sixty (60) days afier the Commencement Date; otherwise Tenant shall not be entitled to any portion of the Unused Allowance. 6. CONSTRUCTION OF TENAN! IMPROVEMENTS. Until Tenant approves the Final Plans and Work Cost Statement, Landlord will be under no obligation to cause the construction of any of the Tenant Improvements. Following Tenant's approval of the Work Cost Statement described in Section 4(0 above and upon Tenant's payment of the total amount by which such Work Cost Statement exceeds the Allowance, if any, Landlord's contractor will commence and diligently proceed with the construction of the Tenant Improvamems, subject to Tenant Delays (as described in Section 9 below) and Force Majeurc Delays (as described in Section IO below). 7. GENERAL CONTACTOR. The parties agree that Landlord shall use Willow Glen Construction to be the general contractor for construction of the Tenant Improvements, provided that Willow Glen Construction agrees to perform such services in the time frame and under a form of contact that is acceptable to Landlord; otherwise Landlord shall select another general contractor acceptable to Landlord to perform the work. - . 8. COMMENCEMENT DALE AND SQBSTANTIAL COMPLETION. (a) Commencement Date. The Term of the Lease Will commence on the date (the "Commencement Date") which is the mrlicr of: (i) the date Tenant moves into the Premises to commence operation of its business in all or any portion of the Premises; or (ii) the date the Tenant Improvements and “Landlord’s Other Work” (as defined in Section 10 of this Exhibit) have been "substantially completed" (as defined below); provided, however, that if substantial completion of the Tenant Improvements or Landlord’s Other Work is delayed as a result of any Tenant Delays described in Section 9 below, then the Commencement Date as would otherwise have been established pursuant to this Section 8(a)(ii) will be accelerated by the number of days of such Tenant Delays. (b) Substantial Completion; Punch-List. For purposes of Section 8(a)(ii) above, the Tenant Improvements and Landlord’s Other Work will be deemed to be "substantially completed" when Landlord: (a) is able to provide Tenant with reasonable access to the Premises and (b) has substantially performed all of the Tenant Improvement Work and Landlord’s Other Work required to be performed by Landlord under this Work Letter Agreement, other than minor "punch-list" type items and adjustments which do not materially interfere'with Tenant's access to or use of the Premises. Within ten (10) days after delivery of the Premises to Tenant, Tenant and Landlord will conduct a walk-through inspection of the Premises and prepare a wn'tten punch-list specifying those punch-list items which require completion, which items Landlord will thereafter diligently complete. (c) Delivery of Poswssion. Landlord agrees to deliver possession of the Premises to Tenant when the Tenant Improvements and Landlord’s Other Work have been substantially completed in accordance with Section (b) above. The parties estimate that Landlord will deliver possession of the Premises to Tenant and the Term of this stc will commence on or before the Estimated Commencement Date set forth in Section 1.6 of the Summary. Landlord agrees to use its commercially reasonable cfl’orts to cause the Tenant Improvements and Landlord’s Other Work to be substantially completed on or before the Estimated Commencement Date, Tenant agrees that if Landlord is unable to deliver possession of the Premises to Tenant on or prior to the Estimated Commencement Date specified in Section 1.6 of the Summary, the Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting therefrom. Provided however, if Landlord is unable to deliver the Premises to Tenant on or before the Estimated Commencement Date, then, in addition to the delay of the Commencement Date, the Base Rent Abatement Period as set forth in Section 1.9 of the Lease shall not start until the Commencement Date. 9. TENANT DELAYS. For purposes of this Work Letter Agreement, "Tenant Delays" means any delay in the completion of the Tenant Improvements resulting from any or all of the following: (a) Tenant's failure to timely perform any of its obligations pursuant to this Work Letter Agreement, including any failure to complete, 0n or before the due date therefor, any action item which is Tenant's responsibility pursuant to the Work Schedule delivered by Landlord to Tenant pursuant to this Work Letter Agreement; (b) Tenant's changes to Space Plan or Final Plans after Landlord's approval thereof; (c) Tenant's request for materials, finishes, or installations which are not readily available or which are incompatible with the Standards; (d) any delay of Tenant in making payment to Landlord for Tenant's share of the Work Cost; or (e) any other act or failure to act by Tenant, Tenant‘s employees, agents, architects, independent contractors, consultants and/or any other person performing or required to perform services on behalf of Tenant. 10. FORCE MAJEURE DELAYS. For purposes of this Work Letter, "Force Majeure Delays" means any actual delay in the construction of the Tenant Improvements, which is beyond the reasonable control of Landlord or Tenant, as the case may be, as described in Section 31.17 of the Lease. ‘ EXHIBIT C .4. LBA\Milpltas Town Center\Yaana Lease-8 11. LANDLORD’S OTHER WORK. In addition to the Tenant Improvements and notwithstanding anything to the contrary, Landlord shall perform, at its sole cost and expense without the application of the Allowance, the following Work: (a) the repairs and replacement of the HVAC system as described in the proposal prepared by United Mechanical Investments, a copy of which is attached hereto as Exhibit C-2; (b) the remediation of the mold identified in the report from EMLab P&K dated April 24, 2013; and (c) the other work described in Exhibit C-3 attached hereto (such work under clauses (a), (b) and (c) collectively shall be referred to as “Landlord’s Other Work”). At its expense and without using the Allowance, Landlord shall make the improvements to the Common Areas of the Project that are required by the City of Milpitas for issuance of the building permit for the Tenant Improvements to the extent such Common Areas are not in compliance with the accessibility requirements of the Americans With Disability Act, 42 U.S.C. §§ 12101 e_t.. m“ as of the date hereof as such requirements are interpreted interpreted and applied by the City of Milpitas as of the date hereof. ‘ EXHIBIT C .5. LBA\M|lpltas Town Center\Yaana Lease-S EXHI. IT C-1 DRAFT SPACE PLAN 3 4 3 “ an «6 %.: h an g mm. : 7 9: 5. 2 . 5 5 8 3 5 - 2: 6. 2 8 5 2 34” ; Es . S eu a 8 9 i n . 3 ? E B $ P U §. §"nun § r § z m s § § a § § eu n 5 0 5, 3. «x i a fi fix ! . 1 2 9 9 : 62... : . 62. , I ?& g l fi fi i g fl uz iu a a a i . n fio u fi fi au r a é , “ «4. 2 5 3... i wr e z fi g fi fi an g ‘ . S u fi 6 3 5 £ 3 3 2 5 3“ 5 qu g i g! g 6 9 5. 5 9 ‘ V . , : : z fnudw o‘Jo z-a ouh d lz i r a 1 5 4: 3.. ,” Em 51E ?« ENE. ,EXHIBrrlc-1 _ 1 . LBA\MIlpltas Town Center\Yaana Léase-s EXHIBIT C-2 -- HVAC REXORT LBA 542 GIBRALTER DRIVE MILPITAS, CA. AIC 1- Circuit A is low on the refrigerant charge, which would indicate a leak in the system. We propose to furnish labor and material necessary for the leak check and repair of the system. Once the unit is repaired we will install fresh refrigerant in the system, according to manufactures specifications. The scope or our work shall also include the removal and replacement of air filters (10) and belts (2) Your price for the above repairs.................. .. ............... ...$2,388.00 AIC 4 - Recommend replacement of unit. Unit is 28 years old and in need of several repairs. Cost ngt idegtlfied, glegse grovide gricing. AIC 6 - The reversing valve on circuit 02 is stuck In cooling. We propose to furnish all of the labor and material necessaryfor the removal and replacement of the reversing valve. Unit is also missing thermostat and needs to have‘the air filters and belts replaced. Your price for the above repairs. .......... ' ............. . ..............‘..$2,745.00 A/C 7 & 8 -- Recommend rep|acement of units. Units are 27 years old and require multiple repairs. Cost no; identified. NC 9 - Requires time to locate thermostat and check zoning. Replace éir filters and fan belts, Potentiallz additional cost. Your price for the above repairs..... .................... . .......... . ..... $687.00 NC 10 - Unit has broken cap tube on TXV. We propose to fUmish all of the labor and material necessary for the replacement of the TXV, liquid line drier and then locate thermostat and verify zoning area. The scope of our work also includes replacement of the filters and belts. Potential additional cost. Your price for the above repairs.......................................... $1,852.00 NC 11 & 12 - Need to verify zoning area of each unit and change belts and filters. Potential additional cost. Your price for the above repairs..... . ..... . ...... ' ........................ $461.00 AIC 13 & 14 - Need to locate thermostats for units and ven‘fy zoning areas. Replacement of belts and filters also included. Potential additional gogt. Your price for the above repairs............ . ........................... ..$1,098.00 EXHIBIT C-2 ., _1_ , LBA\MHpItas Town Center\Yaana Lease-8 A/C 15- No power to the unit. Need t6 investigate issue and locate the thermostat in orderto verify operation. Unitls 1 ears ol andin orcondit on Recc mendm Iacin the gnit, Your price for the above repairs......................................... $750.00 Heater 02 - Unit has cracked heat exchanger and failed bypass actuator. We propose to furnish all of the labor and material necessary for the replacement of the heat exchanger and bypass actuator. Your price for the above repairs....... ........ ............... $3,856.00 Heater 03 - Unit has cracked heat exchanger. We propose to furnish all of the labor and material necessary for the replacement of the heat exchanger and perform operational inspection of bypass actuator. Your price for the above repairs. ..................... . ................... $3,595.00 Compressed Air Unit -- Recommend replacement. Cost not igentified. ‘ Exhaust Fan 1 & 7 -- requires new belts and cleaning of motor section Your price for the above repairs .................................. . .......$480.00 Exhaust Fansz, 4, 5, 7, 10, 11, 12, 13, 14& 16- Needto locate powerto unitand ven'fy operations. Potential additionalcost. Your price for the above repairs. ..................... . ..... .........$2,400.00 Exhaust Fans 6, 8, 9 & 15 - Recommend replacement - Failed motors Cogt not identitigd. Anthony Escobarl Service Operations UNITED MECHANICAL INC C.408.438 2654 | T.408. 514.4292| F. 408. 228. 1259 2185 Oakland Road | San lose, CA 95131 I Main 408 232.9000 ”?"Wh: w»? mum UNITED MECHANICAL‘giNCORPORATED loin us online! EMIBIT C-2 - -2- . LBA\Mllp|tas Town Center\Yaana Lease-S EXHIBIT C-3 OTHER WORK Brian Candau Project Manager LEELIEI Green lassocnaée 2450 Scott Blvd. Suite 308 Santa Clara. CA 95050 Can: (831) 818-3867 BUNSTBUUHBN Fax: (408)970-9136 Milpitas Town Center 542-552 Inspection GC to break out pricing for the below base building scope Into two buckets: 1) R&M and 2) Capita! Lighting 8. Erectrical Replace burnt out llghts throughout the buflding.. Replace oId style demer switches In the lobby, Replace ail 08d office lighllng motion de\ectors. Lighting in mens 8. women: restrooms are dim. Add or change thting. Replace T-12 lighting in the warehouse. Remove non used electrical such as switches. conduits. wire‘ etc.“ Electrical (ransformer in warehouse should be serviced. Repiace broken or damaged emcmcal outlets 8. switches, Lightlng- Currently there is an old syne lighting control system that is not intact. Curremly ‘he lighting is jumpered so they will come on with a mechanical timer In me tabby. The fighting system will need to be upgraded or removed and have oocupiency sensors installed. Remove afl old thtlng conQrols Including maln panels. switches & a" related wirlng. This shoubd be done during ‘he TL Replace all emergency exit signs and lights, Piug or cap floor holes. These are conduits Ieadlng outside‘ Restrooms & Plumbing Need to rebuild all toilet and urinal flush valves. Replace all damagedlworn sink strainersldrains. Replace small water heater‘ Reptace handicap shower head 1n shower room. Repair handicap chair in shower room. Inspect/replace water hea‘er in shower room. also extend blow off pipe to drain. Doors and Blinds Repairlreplace door closers‘ Repair misaligned doors, EXHIBIT C~3 . 1 . LBA\M|lpitas Town Center\Yaana LeaseS . ‘ AloflheRoaupdoorsneedlobeseMeed. macomandlesarehardtomveandrequkerepaiorrepbcemem. GCtovefifynumber. lmhIapushbaronMefiZemancedoov. Repdrkeflacedamagedblinds. HVAC See UM; report Amhed Is Exhibit C-2 k) Exhibh C lo the Lase Al MWWACventsinthebuMng needkobedeanedandorrep1aced.Also,mereareacouplethatara messhg. Replace AMAG-7IAC~8IAC-1 SICOMM Al! Compressor Unit Replacement Stoctwal DesignIPermna faeslStvudural modificaitomlfloafing Pam: ulsc Mdtheskyligmneedsto have proper fallwww.emenfly they haveapahtedyenowllne aroundthemonflwroofwithawaning.Oneskyi‘thasacageovertthoaflskyfighhhaveadarkWow them.mmmm warns manclear. Painuhefirem. Cuttenflyflpaimed many colgrs. Replacedamagedmdbowedceflingfibs. Tatamaervbeflaloadingdockloadlevelor. EXHIBIT C‘3 .2. LBA\Mi|pitas Town Center\Vaana Lease-8 Date: To: Re: Dear: EXHIBIT D NOTICE OF LEASE TERM DATES May 29, 2013 dated - (“Lease”) by and between LBA Realty Fund II- WBP III, LLC, a Delaware limited liability company (“Landlord") and Yaana Technologies, LLC, a California limited liability company (“Tenant”) for the premises commonly knowrn as, 542 Gibraltar Dn‘ve, Milpitas, California (“Premises”). In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows: Your rent checks should be made payable to: That Tenant has accepted and is in possession of the Premises and acknowledges the following: Term of the Lease:l o Commencement Date: 0 Expiration Date: o Rentable Square Feet: o Tenant’s Percentage of the Building: That in accordance with the Lease, rental payments have commenced onW and nent is payable in accordance with the following schedule: Months Monthly Base Rent Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. ACCEPTED AND AGREED TENANT; LANDLORD: Yanna Technologies, LLC, LBA Realty Fund II-WBP III, LLC a Califo ' limitiflability company a, Delaware limited liability company ( . By: ‘ By: Name: Rai 'V Name: Its: FEQV Its: EXHIBIT D .1. LBA\MHpitas Town Center\Yaana Lease-8 EXHIBIT E RULES AND REGULATIONS 1. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises. No awnings or other projection shall be attached to thc outside walls of the Building without the pn'or written consent of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, other than Building standard materials, without the prior written consent of Landlord. 2. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators or Stairways of the Building. The halls, passages, exits, entrances, elevators, escalators and stairways are not for the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the reasonablqjudgmcnt of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants; provided, that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course 0f its business, unless such persons are engaged in illegal activities. Tenant and no employee, invitee, agent, licensee or contractor of Tenant shall g0 upon or be entitled to use any portion of the roof of the Building. I ' 3. Landlord shall not in any way be responsible to Tenant for loss of property on the Premises, however occurring, or for any damage to Tenant's property by the janitors or any other employee or any other person. 4. Landlord will fumish Tenant, free of charge, with two keys to each door lock in the Premises. Landlord may impose a reasonable charge for any additional keys. Tenant may not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on any door or window of its Premises. Tenant, upon termination of its tenancy, shall deliver to Landlord the keys of a1] doors which have been furnished to, or otherwise procured by Tenant, and, in the event of loss of any keys, shall pay Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necmsary to make such change. t 5. Electric wires, telephones, telegraphs, burglar alanns or other similar apparatus shall not be installed in the Premises except with the approval and under the direction of Landlord. The location of telephones, call boxes and any other equipment affixed to the Premises shall be subject to the approval of Landlord. Any installation of telephones, telegraphs‘ electric wires or other electric apparatus made without permission shall be removed by Tenant at Tenant's own expense. No machines other than standard office machines, such as typewriters and calculators, photo copiers, personal computers and word processors, and vending machines permitted by the Lease, shall be used in the Premises without the approval of Landlord. 6. Tenant shall not use or keep in the Premism any kerosene, gasoline or inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant shall not use or pennit to be used in the Premises any foul or noxious gas or substanca, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors or vibrations, nor shall Tenant bn’ng into or keep in or about the Premises any birds or animals. 7. Landlord reserves the right from time to time, in Landlord's sole and absolute discretion, exercisable without prior notice and without liability to Tenant, to: (a) name or change the name of the Building, or Property; (b) change the address of the Building or Property, and/or (c) install, replace or change any signs in, on or about the Common Areas, the Building or Property (except for Tenant's signs, if any, which are expressly permitted by the Lease). 8. Tenant shall close and lock all doors of its Premises and entirely shut off all water faucets or other water apparatus, and, except with regard to Tenant's computers and other equipment which reasonably require electricity on a 24-hour basis, all electn'city, gas or air outlets before Tenant and its employees leave the Premises. 9. The toilet rooms, toilets, urinals, Wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substances of any kind whatsoever shall be thrown therein. 10. Tenant shall not sell, or permit the sale at retail, of newspapers, magazines, periodicals, theater tickets, or any other goods or merchandise to the general public in or on the Premises. Tenant shall not make any room-to-room solicitation of businms from other tenants in the Property. Tenant shall not use the Premises for any business or activity other than that specifically provided for in the Lease. EXHIBIT E -1- LBA\MHpitas TOWn Center\Yaana Lease-B 11. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 12. ‘ Except as expressly permitted in the Lease, Tenant shall not mark or in any way deface the Premxscs or any pan thereof, except to install normal wall hangings. Tenant shall repair any damage resulting from noncompliance under this rule. 13. Canvassing, soliciting and distribution of handbills or any other written material, and peddling in and around the Property are expressly prohibited, and each tenant shall cooperate to prevent same. 14. Landlord reserves the n'ght to exclude or expel from the Propefly any person who, in Landlord's judgment, is intoxicated or under the influence of liquor or drugs or who‘is in violation of any of the Rules and Regulations of the Property or Building. ' 15. Tenant shall store all its trash and garbage within the trash receptacles for the Building or Property. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. A11 garbage and mfuse disposal shall be made in accordance with directions reasonably issued from time to time by Landlord. 16. The Premises shall not be used for the storage of merchandise held for sale to the general public, or for lodging or for manufacturing of any kind. No cooking shall be done or permitted by Tenant on the v Premises, except that use by Tenant of Underwriters' Laboratory-approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted and the use of a microwave shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations. 17. Tenant agrees that it shall comply with all fire and security regulations that may be issued from time to time by Landlord, and Tenant also shall provide Landlord with the name of a designated responsible employee to represent Tenant in all matters pertaining to such fire or security regulations. Tenant shall cooperate fully with Landlord in all matter§ concerning fire and other emergency procedures. 18. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilfcmge. Such responsibility shall include keeping doors locked and other means of entry to the Premises closed. 19. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of Tenant or any other such tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any and all of the tenants in the Building, 20, These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in pan, the terms, covenants, agreements and conditions of any lease of premises in the Project or Building. 21. Landlord reserves the right to make such other and reasonable Rules and Regulations as, in its judgnent, may from time to time be needed for safety, security, care and cleanliness of the Project and/or Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules,and regulations which arc adopted. 22. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees or guests. 23. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises in any manner except by a paste, or other material which may easily be removad with water, the use of cement or other similar adhesive materials being expressly prohibited. The method of affixing any such linoleum, tile, carpet or other similar floor covering shall be subject to the approval of Landlord. The expense of repairing any damage resulting from a violation of this rule shall be borne by Tenant. 24. Tenant shall not without Landlord's consent, which may be given or withheld in Landlord's sole and absolute discretion, receive, store, discharge, or transport firearms, ammunition, or weapons or explosives of any kind or nature at, on or from the Premises, the Building or the Project. PARKING RULES AND REGULATIONS In addition to the parking provisions contained in the Lease to which this Exhibi; "E" is attached, the following rules and regulations shall apply with respect to the use ofthe Building's parking facilities. EXHIBIT E .2. LBA\MHpitas Town CenterWaana Lease~8 1. Every parker is required t0 park and lock his/her own vehicle. All responsibility for damage to or loss of vehicles is assumed by the parker and- Landlord shall not be rwponsible for any such damage or loss by water, fire, defective brakes, the act or omissions of others, theft, or for any other cause. 2. Tenant shall not park or permit its employees to park in any parking areas designated by Landlord as areas for parking by visitors to the Project. Tenant shall not park any vehicles in the parking areas other than automobiles, motorcycles, motor dn'vcn or non-motor dn’ven bicycles or four wheeled trucks. 3. If parking stickers or any other device or form of identification are supplied by Landlord as a condition of use of the parking facilities, such stickers or devices shall remain the property of Landlord; provided, however, that Landlord shall not be obligated to implement such a system. Such parking identification device must be displayed as requmted and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Devices are not transferable and any device in the possession of an unauthoriwd holder will be void. 4. No extended term storage of vehicles shall be permitted. 5. Vehicles must be paxked entirely within painted stall lines of a single parking stall. 6, All directional sigls and arrows must be observed. 7. The speed limit within all parking areas shall be five (5) miles per hour. 8. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles; (c) where "no parking" sigms are posted; (d) on ramps; (e) in cross-hatched areas; and (i) in reserved spaces and in such other areas as may be designated by Landlord or Landlord‘s parking operator. 9. Washing, waxing, cleaning or servicing of any vehicle in any area not specifically reserved for such purpose is prohibited. 10. Tenant's continuad right to park in the parking facilities is conditioned upon Tenant abiding by these rules and regulations and those contained in this Lease. Further, if the Lease terminates for any reason whatsoever, Tenant's right to park in the parking facilities shall terminate concurrently therewith. ll, Landlord reserves the right to adopt such other reasonable and nomdiscn'minatory rules and regulations for the parking facilities as it deems necessary for the operation of the parking facilities. Landlord may refuse to permit any person who violates these rules to park in the parking facilities, and any violation of the rules shall subject the vehicle to removal, at such vehicle owner's expense. EXHIBIT E .3. LBA\Mletas Town Center\Yaana Lease-8 EXHIBIT F ESTOPEEL CERTIFICATE The undersigned ("Tenant") hereby certifies to ("Landlord"), and . as follows: 1. Attached hereto is a true, correct and complete copy of that certain Lease dated , between Landlord and Tenant (the ”hue“), ‘ for the premises commonly known as (the "Premises"). The Lease is now in full force and effect and has not been amended, modified or supplemented, except as set forth in Section 6 below. 2. The term of the base commenced on ,_. 3. The term ofthe Lease is currently scheduled to expire on ,_. 4. Tenant has no option to renew or extend the Term of the Lease except: 5. Tenant has no preferential right to purchase the Premises or any portion of the Building/Premises except: 6. The Lease has: (Initial One) E not been amended, modified, supplemented, extended, renewed or assigned. ) been amended, modified, supplemented, extended, renewed or assigned by the following described agreements, copies of which are attached hereto: . 7. Tenant has accepted and 1's now in possession of the Premises and has not sublet, assigned or encumbered the Lease, the Premises or any portion thereof except as follows: 8. The current Base Rent is $ ; and current monthly parking charges are $ 9. The amount of security deposit (ifany) is $ . No other security deposits have been made. 10. All rental payments payable by Tenant have been paid in full as of the date hereof. No rent under the Lease has been paid for more than thiny (30) days in advance of its due date. 11. All work required to be performed by Landlord under the Lease has been completed and has been accepted by Tenant, and all tenant improvement allowances have been paid 1n full except 12. As of the date hereof, Tenant is not aware of any defaults on the part of Landlord under the Lease except 13. As of the date hereof, there arc no defaults on the pan of Tenant under the Lease. 14. Tenant has no defense as to its obligations under the Lease and claims no set-off or counterclaim against Landlord. 15. Tenant has no right to any concession (rental or otherwise) or similar compensation in connection with' renting the Space it occupies, except as expressly provided in the Lease. 16. All insurance required of Tenant under the Lease has been provided by Tenant and all premiums have been paid. l7. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to such bankruptcy laws with respect to Tenant. 18. Tenant pays rent due Landlord under the Lease to Landlord and does not have any knowledge of any other person who has any right to such rents by collateral assignment or otherwise. The foregoing certification is made with the knowledge that is about to [fund a loan to Landlord or purchase the Building from Landlord], and that is relying upon the representations herein made in [funding such loan or purchasing the Building]. Dated: "TENANT" By: Print Name: Its: 109\116130.7 I 4- LBA\Milpltas Town Center\Yaana Lease~8 EXHIBIT G TENANT ENVIRONMENTAL QUESTIONNAIRE The purpose of this form is to obtain information regarding the use or proposed use of hazardous materials at the premises. Prospective tenants should answer the questions in light of their proposed operations at the premises. Existing tenants should answer the questions as they relate to ongoing operations at the premises and should update any information previously submitted. If additional space is needed to answer the questions, you may attach separate sheets of paper to this form. Your cooperation in this matter is appreciated. 1. GENERAL INFORMATION Name 0f Responding Company: Check the Applicable Status: Prospective Tenant Existing Tenant Mailing Address: Contact Person and Title: Telephone Number: ( ) Address of Leased Premises: Length of Term: Describe the proposed operations to take place on the premises, including principal products manufactured or services to be conducted. Existing tenants should describe any proposed changes to ongoing operations. 2. STORAGE 0F HAZARDOUS MATERIALS 2.1 Will any hazardous materials be used or stored on-site? Wastes Ya ____ No ___ Chemical Products Yes No 2.2 Attach a list of any hazardous‘materials to be used or stored, the quantities that will be on-site at any given time, and the location and method of storage (e.g., 55~gallon drums on concrete pad). 3. STORAGE TANKS AND SUMPS 3.1 Is any above or below gound storage of gasoline, diesel or other hazardous substances in tanks or sumps proposed or currently conducted at the premises? Yes No If yes. describe the materials to be stored, and the type, size and construction of the sump or tank‘ Attach copies of any permits obtained for the storage of such substances. 3,2 Have any ofthe tanks or sumps been inspected or tested for leakage? Yes No If so, attach the results. 3.3 Have any spills or leaks occurred from such tanks or sumps? Yes No Exhibit G lo9\116130.7 -1- LBA\M{|pitas Town Center\Yaana Lease-8 If so, describe. 3.4 Wem any regulatory agencies notified of the spill or leak? Yes No If so, attach copies of any spill reports filed, any clearance letters or other correspondence from regulatory agencies relating to the spill or leak. 3.5 Have any underground storage tanks or sumps been taken out of service or removed? Yes No If yes, attach copies of any closure permits and clearance obtained from regulatory agencies relating to closure and removal of such tanks. 4. SPILLS 4.1 During the past year, have any spills océurred at the premises? Yes No If yes, please dwcribe the location of the spill. 4.2 Were any agencies notified in connection with such spills? Yes No If yes, attach copies of any spill reports or other correspondence with regulatory agencies. 4.3 Wen: any clean-up actions undettaken in connection with the spills? Yes No Attach copies of any clearance letters obtained from any regulatory agencies involved and the results of any final soil or groundwater sampling done upon completion of the clean-up work. 5. WASTE MANAGEMENT 5.1 Has your company been issued an EPA Hazardous Waste Generator I.D. Number? Yes No 5.2 Has your company filed a biennial report as a hazardous waste generator? Yes No If so, attach a copy of the most recent report filed. 5‘3 Attach a list of the hazardous wastes, if any, generated or t0 be generated at the premises, its hazard class and the quantity generated on a monthly basis. 5.4 Descn‘be the method(s) of disposal for each waste. Indicate where and how often disposal will take place. On-site treatment or recovery Discharged to sewer Transpoxted and disposed of off-sitc Incinerator Exhibit G Io9\1 16130.7 ~2- LBA\MHpItas Town Center\Yaana LeaseS 5.5 Indicate the name of the person(s) responsible for maintaining copies of hazardous waste manifests completed for off-site shipments of hazardous waste. 5.6 Is any treatment of processing of hazardous wastes currently conducted or proposed to be conducted at the premises: Yes No If yes, please describe any existing or proposed treatment methods. 5.7 Attach copies of any hazardous waste permits or licenses issued to your company with respect to its operations at the pmmises. 6. WASTEWATER TREATMENT/DISCHARGE 6.1 Do you discharge wastewater to: storm drain? sewer? surface water? no industrial discharge 6.2 Is your wastewater treated before discharge? Yes No If yes, describe the type of treatment conducted. 6.3 Attach copies of any wastewater discharge permits issued to your company with respect to its operations at the premises. 7. AIR DISCHARGES 7.1 Do you have any filtration systems or stacks that discharge into the air? Yes No 7.2 Do you operate any of the following types of equipment or any other equipment requiring an air emissions permit? Spray booth Dip tank Drying oven Incinerator Other (please describe) No equipment requiring air permits 7.3 Are air emissions from your operations monitored? Yes No If so, indicate the frequency 0f monitoring and a description of the monitoring results. 7.4 Attach copies of any air emissions permits penaining to your operations at the premises. 8. HAZARDOUS MATERIALS DISCLOSURES 8.1 Does your company handle hazardous materials in a quantity equal to or exceeding an aggregate of 500 pounds, 55 gallons, or 200 cubic feet per month? Exhibit G [09H 16130.7 .3- LBA\MHpItas Town Center\Yaana Lease-S 8.2 843 Yes No Has your company prepared a hazardous materials management plan pursuant to any applicable requirements of a local fire department or governmental agency? Yes No If so, attach a copy of the business plan. Has your company adopted any voluntary environmental, health or safety program? Ya No If so, attach a copy of the program. 9. ENFORCEMENT ACTIONS, COMPLAINTS . 9.1 9.2 9.3 9.4 Tenant: Has your company ever been subject to any agency enforcement actions, administrative orders, or consent decrees? Yes No If so, describe the actions and any continuing compliance obligations imposed as a result of these actions. Has your company ever received requests for information, notice or demand letters, or any other inquiries regarding its operations? Yes No Have there ever been, or are there now pending, any lawsuits against the company regarding any environmental 0r health and safety concerns? Yes No Has an environmental audit ever been conducted at your company‘s current facility? Yes No If so, identify who conducted the audit and when it was conducted. Its: l09\ll6l30,7 Exhibit G .4. LBA\Minitas Town Center\Yaana Lease-8 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (this “Amendment") is dated for reference purposes as of October 10, 2013, by and betWeen YAANA TECHNOLOGIES, LLC, a California limited liability company (“Tenant”), and LBA REALTY FUND II~COMPANY I, LLC, a Delaware limited liability company (“Landlord”), with reference to the following facts: A. Landlord (as successor to LBA Realty Fund .II~WBP III, LLC) and Tenant are the current panics to that certain Lease dated for reference purposes as ofMay 24, 2013 (the “Existing Lease”) for the leasa by Tenant of certain premises currently located at 542 Gibraltar Drive, Milpitas, California. as such {cased premises are more fully described in the Lease. B. The parties desire to amend the Existing Lease upon the following tenns and conditions. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receiptand sufficiency ofwhich arc hereby acknowledged, the parties hereto agree as follows: l, Dgf‘mifigns; ggcigflg. A11 capitalized terms used and not defined herein shall'havc the defined meanings ascribed to them in the Existing Lease. The Existing'Lease, as amended by this Agreement, is sometimes referred to herein as the “Lease.” All references in the Existing Lease to the Lease orthis Lease shall mean the Existing Lease, as amended by this Amendment. The provisions of the Recitals above are fully incorporated herein by this reference 2. Cemmcgccnuent Date g: she Term. Section 8(a) of the Work Letter attached as Exhibit C to the Existing Lease is amended in its entirety to provide as follows: “(a) Commencement Date. The Tenn of the Lease will commence on the date (the "Commencement Date") which is the earlier of: (‘1') February 1, 2014, or (ii) the date the Tenant Improvements and “Landlord’s Other Wor ” (as defined in Section 10 of this Exhibit) have been "substantially completed" (as defined below); provided, however, that if substantial completion of the Tenant Improvements or Landlord‘s Other Work is delayed as a result of any Tenant Delays described in Section 9 below, then the Commencement Date as would otherwise have been established pursuant to this Section 8(a)(ii) will be accelerated by the number of days of such Tenant Delays.” 3. figcgsg gggts. Section 5(b) of the Work Letter attached as Exhibit C to the Existing Lease is amended to add that Tenant acknowledges that as of the date of this Amendment, the costs for construction of the Tenant Improvements are $21 8,005.86 (the “Excess Amount") more than the amount of the Allowance. Tenant acknowledges that it is responsible for payment of the Excess Amount to Landlord as hcreinaficr provided, without any without any prior notice or demand therefor and without any notice, deduction or offset, in lawful money of the United States of America. Landlord acknowledges receipt from Tenant of $50,000.00 of the Excess Amount, and the remaining outstanding balance of the Excess Amount shall be due as follows: (a) $100,000.00 by November 1, 201 3; (b) $501,000.00 by December 2, 2013; and (c) the balance by the date the Tenant Improvements have been substantially completed. Time is ofthe essence with respect to the foregoing schedule for payments of the Excess Amount. The failure of Tenant to make any installment payment of the Excess Amount when due shall constitute a default by Tenant under the Lease. 4. um 3gn; Egymgnt Aggrg§s. The Lease is further amended to provide that a1! Rent payments to Landlord should be sent to the following address: LBMMilpim Town Center Yaana lst Amendd LBA Realty Fund ll~Company I, LLC) P‘O. Bo 30789 L03 Angeles, California 900300789 4. Admsg fgr Nog‘gcg t9 Laudlgrd. The address for sending any notice to Landlord shall be as follows: LBA Realty Fund III~Company l, LLC c/o LBA Realty 160 West Santa Clam Street,.Suite 950 San Jose, California 951 13 Attn: Regional Operations Director With a copy tetcopy to: LBA Realty 17901 Von Karman, Suite 950 Irvine, California 92614 Attn: SVP ~ Operations 5. Adgitiongl Provigions. As of the date ofthis Amendment, neither the Premises nor the Property has undergone inspection by a Certified Access Specialist in connection with, Califomia Civil Code §1938. Tenant agrees to reasonably cooperate with Landlord in connection with any energy usage reporting requirements to which Landlord is subject under applicable law. 6. general Brgvgsjogs. 6.1 Cogt‘mation. Tenant acknowledges and agrees that it has no offset, claim, recoupmént or defense against the payment of rent, and other sums and the performance of all obligations of Tenant under the Lease. 6.2 W. This Amendment shall 1m binding upon and inure to the benefit of the parties hereto and their successors and assigns. As amended hereby, the Lease shall remain in full force and effect. In case of any conflict between any term or provisionvof this Amendment and the Lease, the term or provision of this Amendment. shall govern. 6‘3 ggggngggmgrts‘ This Amendment may be executed in one or more counterparts, including any facsimile or other electronic version of same, each of which shall be deemed an original, but all of which when taken together shall constitute one agreement. Any facsimile or other electronic signature shall constitute a valid and binding method for executing this Amendment. Executed counterparts of this Amendment exchanged by facsimile transmission or other electronic means shall be fully enforceable. 6.4 Effggtivegggg. Tho parties shall be legally bound with respect to the subject matter hereof pursuant to the terms ofthis Amendment only if, as and When all the parties have executed this Amendment. Prior to the complete executionof this Amendment. by all parties, each party shall be free to negotiate the form and terms of this Amendment in a manner acceptable to each party in its sole and absolute discretion. Tho parties acknowledge and agree thatthc execution and delivery by one party prior to the execution and delivery of this Amendment by the other party shall in no way prejudice the party so executing this Amendment or the party that has not executed this Amendment. 6.5 Agthorifl. Each party represents and warrants to the other that it is duly authorized to enter into this Amendment and perform its obligations without the consent or approval of any other party and that the person signing on its behalf is duly authorized to sign on behalf of such party. 2 LBAWlilpitas Town Center Yaana lst Amend-l 6.6 Real Estate firokcrg. Tenant represents and warrants to Landlord that it has not authorized or employed, or acted by implication to authorize or employ, any real estate broker or salesman to act for it in connection with this Amendment. Tenant agrees to indemnify, defend and hold harmless Landlord from and against any and all claims by any real estate broker or salesman whom the Tenant authorized or employed, or acted by implication to authorize or employ, to act for Tenant in connection with this Amendment. [the balance ofthis page has been intentionally lefl blank; signature pagefoI/ows] LBA\Milpitas Town Center Yaana lst AmemH IN WITNESS WHEREOF, this Amendment has been executed as ot‘thc date first set forth above. LANDLORD: TENANT: LBA REAL'I‘Y FUND ILCOMPANY I, LLC., YAANA TECHNOLOGIES, LLC, a Delaware 1i ited liability company a California imited liabil‘ company P ‘ By: NVW By: W mL Name: Steven Rx Bricms Name: WWQQJQSM [gum v . '. V x‘t' \ a , 1‘s: Authorized olgnatory Its: a: wwmmmm For LBA Office Use Only: Prepared &» Reviewed by: "' CWSN WM", LBAWilpitas Town Comer Yaana lst Amcnd~l April 8, NUfiX‘ICE £131“ LEASE TERM DATES 2’21 I i3 Yaatm Twinmlogies, LL62 542 Gibrahar Drive; Mimitns, CIA $35333 Ami: Raj F‘urfi (3130 Re: Muhi~‘1“mmnt Gommemia!!h1duxiriai Lease:W} gated May 3,31, 2013 {“Qrighml Leaw”), 2x5 amendcd by (hat certain Firm Amendmam m Léasc (farm Qambar IL}: .20l3 (f‘Amextdmwt")(wi[ectively, ma “Maw? by and batwizen LEA REAUW FEMS II - (TOM?ANY I, LAKE, a Daimvam limited liability cm‘npany (“Landlmrd”), am} Y‘AA‘NA, TECHNQLQGIES: {$0, a Gaiifomia limited liability (mmpémy (“Tammi“), {hr ms; premises awatxmztiy known as 54?. Gibraltar ‘Drivc, Milpitas, California (“‘Pwnaiischx [n zmm‘dmme with me: abwwef‘erenced Leasm we wish m wnfirm with Tammi {hex faiimwirxg 35;. {1:} the: Imam: i 3‘!!! This; "l‘amam 9mg mcapmd am! i3 fin pmmssiim mi" the: Premises and mkrmwlcdgm tin: fbilwwing: Term m" the mama: Nixmtwliwa (:93) momma: Cmeuenccmmzt [Mica February '1 , 29 l4 Expiratimx Bata; 0:;er 31, 202}. mebie Square Feat: 5133353 wmahkz squam- feat ’I'mmu‘s Pamemage affix»: Banding: 47.04% dmfing year i of‘l'kzrm; 3233915: during yam E 0F ‘I‘m'm; [00% fur Um x‘és‘xminder oftlm “.I‘cmm Thai. En mmrdanw wfth W3 Imam rental paymemx win wmmcnw m1 February l, 2014 am! mm. is payable in accordance with the fifiiowing gciaeduie: Mamba h Mmuhiy Base: 2mm GEXOIXZGH ~ G&r’BQ/mM $ (3000’? Ufi/‘DH‘EQM ~ fii/Zliizmfi $3 163373.63 ()Efmffio E S ~ (3 1/3 33201 6 1E ?.(Sfimflf) 0301/2916 » (111’31/2017 3; 3634M“) DEMUEQE? w miiH/zmg , S 3‘7,’2‘13,()£] GEIDWEOIS ~ 03/31/2019 $ 38,6330‘06 (12130 1.52101 S} w D U3 £12023 $ 3§$64?’.0(} (12/013203) - (3m 112021 Si 60,1514th Ufimimzl ~ 1013132021 $ difidSfiO *Pvcwfdad Twant is mat in daf‘ault undm‘ the: Leaxa, i.galldiméd agmas m abaw ”l’csmmt’x ab‘iigatimx to pay the entire Monmiy Liam Rant Far the first three (3) munths Qf’iim initiai ”I"mn (Lem F&hmmry I, 20M through Aprfl 304, 20M). During well ‘tinw, ”Emma“ .3113?! stifi be, r‘equirm} m pay "lf‘auant‘s Percentage 0F Qpex‘ating Expwsw am! nflmr Adciitimml Rem: and rsharges Lmder‘the masa‘ Zflxm‘lflfi‘é’i‘gfi'WWI I 0 Rum Is: dug and payahta m advance m1 l: 1c fins: day 9f each and wen! month aiming ma Ierm <31" the! cam: Yam“ mm checks shank! Em lsnadc'pnyahlc m: 148A Realty Fund. 'Il-wfiwmpmm |.,L.(3 9.6),, 130x 30789 Les Angelesf LLLA Qfimflvmw Per Swarm 4 J afb’w Least: rim Nmfm (1fMme 123m Dams ska]? (ye biriziing upmz Tammi Wham '1elm”! 5 mwnnin’v abjms Ifm etc) in writing within Mich Ian (“i 0) d({yfwriad Plcase wnfitm ‘Fmaut’s ackmwledgmenr m" the terms; 01“ “this Notice in the, Space. ps‘uvidgd b&imv am} mum m 111a :tndcmigxmd Sinnamy, J&axrnifcr Caileubach R giuual Opwaiicm Managar LEM. kay Fund I] K; mnpany ‘1; LLC’: 2550 N, mm Street, Suite 130 San Jase, (”2A 93131 ACCEIH‘ED AN!) A.CéREED TRNANT: YAANA TECHNOLOGIES I I (’3, a Caiitbmia 3im Stet) Iiabil ity company By: gag; ‘ R Ax?E 1“ Prim Name: Its: {1‘} ‘3 ijébwgifiW333 84 v I i3. 4 8 . 1 3 8 6 S F C o m m e n c e m e m Q a t a r E X p i z ‘ a t i a n D a m : V e i n s : J a g : F e b M a r c h A p r i i M a y J u n e J u i y fi m g N o v M o n t h s ? f 3 ‘ 1 ~ 8 3 € 3 4 » ? 2 T 3 2 4 2 5 - 3 6 3 3 : 1 8 4 3 6 % 5 1 ~ 7 2 7 % 8 5 3 8 5 - 9 3 2 9 . 1 % . 3 9 1 % 1 2 1 3 1 4 : 5 : 6 1 : ? x 8 1 9 2 i } 2 * ; 2 2 : 2 3 fi g m e n w m m h q m w ~ D e n o i e s a b a t e d y e n : 3 . 9 1 m @ 0 2 5 2 3 1 4 » ~ 6 4 § 3 0 f 2 6 § 4 { 3 5 3 0 3 5 2 3 1 é w Q i ‘ f E ‘ E g ’ Z O ‘ i 5 0 2 5 % } ? ? { 2 6 1 8 * 0 2 ( 3 1 5 2 0 1 6 0 2 3 0 1 , ? 2 0 1 6 ~ G W B Y J ‘ Z O ’ E 7 r “ 9 3 8 1 5 2 0 ? " i - ' € 3 1 i 3 ¥ § 2 0 v ¥ 8 0 2 5 6 3 5 2 8 1 8 ~ 0 1 3 3 1 3 3 } ? 9 { 3 2 % } ! 2 0 1 3 ~ G ? 5 3 ’ ? @ 0 2 0 0 2 3 0 3 2 2 0 2 0 ~ 0 3 3 3 ‘ 8 ' 2 0 2 1 G M I E ‘ Z G E E } v $ 0 5 3 3 i 2 0 2 ? f fi i i p fi a s Y a w n S a n t a ? v Y a a n a T e c h n o m g m s 2 ' 5 “ ? 3 2 0 m t fi f a ‘ i i ‘ z fl fi g 3 m a n i h s 3 . 9 1 6 . 2 4 2 5 2 6 2 8 2 9 3 ‘ } 3 3 3 5 3 . 2 % . $ 4 1 m o m » , g 1 6 4 3 7 5 . 6 8 2 ’ 8 2 6 5 8 0 0 . 6 0 $ 3 6 , ? 4 5 m $ 3 ’ ? ( ? 1 3 , 0 0 3 3 8 , 6 8 0 , 0 0 S 3 9 , 6 4 1 3 0 s 4 0 4 3 1 4 . 3 3 0 $ 4 2 . 5 4 8 m 2 ‘ 0 1 7 3 8 3 ? 3 8 3 9 4 0 4 1 « € 3 2 4 3 3 3 4 $ 5 $ 6 « i ? 2 0 1 8 £ 1 8 4 9 5 1 5 2 5 3 5 5 5 7 5 9 2 0 1 9 6 0 8 2 5 2 8 3 6 4 6 5 8 5 6 7 6 3 7 S ? ‘ 1 2 0 2 : ) w z ? 3 5 ’ 2 1 ; 3 5 ? 6 7 8 ' 5 9 8 ‘ 1 8 3 2 0 2 : 1 8 5 8 8 8 7 8 8 8 9 9 0 9 ? 9 2 9 3 “EXHIBIT B” (TO COMPLAINT FOR UNLAWFUL DETAINER) THREE DAY NOTICE TO PAY RENT OR QUIT (C.C.P. Section 1161 Subsection 2) TO: Yaana Technologies, LLC , and all tenants in possession: THE PREMISES herein referred to are situated in the City of IVLiIQitas , County of Santa Clara, State of California, and are designated as follows: Address: 542 Gibraltar Drive, Milpitas. CA 95035 PLEASE TAKE NOTICE the rent has not been paid for the above described premises and is due and unpaid in the reasonably estimated sum of $ 209 10250 WITHIN THREE DAYS of the date of service of this Notice upon you, excluding weekends and judicial holidays, you are required to pay said rent or, in the alternative, to quit and deliver up possession of said premises. Payment should be made to: Name: Dollinger~Thomas Road Associates, LP 7 Address: W Redwood Citv. CA 94065 Telephone: (650) 508-8666 (Check should be made payable to: Dollinqer-Thomas Road Associates. LP ) PAYMENT MAY BE MADE IN ANY OF THE CHECKED METHODS BELOW: By personal delivery: By mail or courier delivery By deposit into Account The usual days and to the above address (must # 45021 36 2 at hours when available to be postmarked within the Bank Name: City National Bank accept payments are the three day notice period) Address: 555 g, Flower St, 21 st Floor days of Monday-Friday Los Angeles, CA 90071 between the hours of 9:00am and 3:009m E By electronic funds transferpursuant to previously established procedure SHOULD YOU FAIL to pay said rent in full or to deliver up possession of the premises within said three day period, your landlord will institute legal proceedings to recover possession of said premises from you, to declare a forfeiture of the lease or rental agreement by which you hold possession of said premises, and to recover all unpaid rent, unlawful detainer damages, attorney’s fees (if applicable), and Courts costs. SHOULD YOU MAKE a partial payment, either within the three day notice period or, if unlawful detainer proceedings are commenced, after the commencement of such proceedings, your landlord will accept such partial payment; however, unless specifically agreed to otherwise in writing signed by all patties, your landlord will continue with the prosecution of an unlawful detainer action notwithstanding such partial payment pursuant to the provisions of California Code of Civil Procedure section 1161.1. COVID-19 DEFENSE: On March 16, 2020, Governor Gavin Newsom Issued Executive N-28-20 (the “Order”), that authorized local governments to limit a Landlord’s ability to evict a tenant between the date of the Order and as continued by Order. On March 24, 2020, The County of Santa Clara enacted an Ordinance No. NS-9.287 (the “Ordinance”) instituting a Defense t0 evictions for qualified Tenants to take effect immediately, and continuing as provided by the County. In order to qualify, you must submit a statement notifying your Landlord (at the address above) that you have experienced a substantial decrease in household or business income, and that that decrease was caused by COVID-19, and/ or the state, local, or federal government’s response to COVID-19. You may notify your Landlord of your intention to request this assistance by filling out and returning the attached form. Dated: November 19, 2020 By: M Name: Amy geterson Agent /Landlord Attachment 1: Notification to Landlord and Documentation of Financial Impacts of COVID-19 Attachment 2: REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVICTION AND NOTICE OF SMALL BUSINESS TENANTS’ RIGHTS (Per County of Santa Clara Ordinance No. NS-9.287, as amended by Ordinance Nos. NS- 9.288, NS-9.289, NS-9.292 and NS-9.293) Attachment 3: Emergency Rental Assistance Network THIS NOTICE SUPERSEDES ALL PREVIOUSLY SERVED NOTICES TO PAY OR QUIT Attachment 1 NOTIFICATION T0 LANDLORD AND DOCUMENTATION OF FINANCIAL IMPACTS OF COVlD-19 On March 16, 2020, Governor Gavin Newsom Issued Executive N-28-20 (the “Order”), that authorized local governments to limit a Landlord’s ability to evict a tenant between the date of the Order and as continued by Order. On March 24, 2020, The County of Santa Clara enacted an Ordinance No. NS-9.287 (the “Ordinance") instituting a Defense to evictions for qualified Tenants to take effect immediately, and continuing as provided by the County. The defense applies to where a tenant who is not able to pay their rent demonstrates by documentation or other objectively verifiable means that they have suffered a Substantial Decrease in Income caused by COVID~19, or the governmental response, including Shelter in Place Orders or substantial out of pocket medical expenses caused by COVID-19. The Substantial Decrease of Income or substantial out of pocket medical expenses are required to be Documented or supported by other objectively verifiable means, and the following documents are deemed to satisfy the Documentation Requirement: 1. letters from employers citing the 2020 COVlD-l9 pandemic or related government action as the basls for termination of employment or reduced work, 2. employer paycheck stubs, bank statements, 4. letters or notifications from schools in which the Tenant has a dependent enrolled regarding COVID-19-related closures that substantially affected the Tenant's income. U.) In order to be protected by the Ordinance, a Tenant must notify the Landlord that their inability to pay qualifies as a Covered Reason for Delayed Payment and provide documentation. You may provide the required Notice and Documentation by using the below form. You may use this form to notify your landlord that you intend to seek the protection of the Ordinance by providing the required Notice and Documentation. Name: Address: I intend to seek protection against eviction for nonpayment of rent under Ordinance No. NS-9.287 (the ”Ordinance"). Iowe rent for (month), 2020, in the amount due of$ lam able to pay$ in rent, but am not currently able to pay$ Notice. I have experienced the following Substantial Loss in Income caused by the COVlD-19 pandemic: (you must check at least one) Notice. | have experienced the following Substantial Loss in Income or Substantial Out of Pocket Medical Expenses caused by the COVlD-19 pandemic: (you must check at least one) []a substantial decrease in business income caused by a reduction in opening hours or consumer demand [lother similarly-caused loss of income: Documentation. In addition to notifying your Landlord of your inability to pay, you are required to provide supporting documents or other objectively verifiable proof to verify the above claims. Ihave attached the following substantial evidence of my financial impact of COVlD-19: [ ] Gross Receipts Registers [] bank statements [ ] Other: Tenant Signature: Date: REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVICTION AND NOTICE OF SMALL BUSINESS TENANTS’ RIGHTS (Per County of Santa Clara Ordinance N0. NS-9.287, as amended by Ordinance Nos. NS-9.288, NS-9.289, NS-9.292 and NS-9.293) The County of Santa Clara has enacted a moratorium 0n evictions for non-payment of rent where small business tenants have incurred substantial income loss and/or substantial out-of-pocket medical expenses as a result of the COVID-19 pandemic. As of September 1, 2020, this moratorium protects small businesses. Many residential tenants now qualify for eviction protection under state and federal law. Under the County Ordinance, a landlord is required to add to any notice to terminate a tenancy (such as a 3-day notice to pay or quit, or a 30- or 60-day notice) the following: l. The reason for the termination of the tenancy or eviction; 2. A notice of the tenants’ rights under the Ordinance; and 3. A notice of emergency rental assistance programs. The above information must be supplied 0n this form. Reason for Termination of Tenancv or Eviction Please state the reason(s) for termination of tenancy or eviction (t0 befilled out by Landlord/property owner): Non-payment of Rent Page 1 of 3 11.03.2020 Version REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVICTION AND NOTICE OF SMALL BUSINESS TENANTS’ RIGHTS (Per County of Santa Clara Ordinance N0. NS-9.287, as amended by Ordinance Nos. NS-9.288, NS-9.289, NS-9.292 and NS-9.293) Notice of Tenants’ Rights On March 24, 2020, the County enacted Ordinance No. NS-9.287, which temporarily bans evictions for non-payment of rent if you, a small business tenant, demonstrate that you have suffered a substantial loss of income or substantial out-of-pocket medical expense due to the COVID-19 pandemic. As of September 1, 2020, this eviction moratorium applies to small business tenants and has been extended until March 31, 2021. If you qualify for protection under the Ordinance, your landlord cannot evict you for non- payment of rent if: 1. You are unable to pay your rent because of substantial loss 0f income resulting from the COVID-19 pandemic; or 2. You are unable to pay your rent because of substantial out-of-pocket medical expenses for yourself or an immediate family member resulting from the COVID- 19 pandemic. If you qualify for protection under the Ordinance, you have rights that relate to your repayment of past-due rent. These are: 1. You have up to 6 months from the date the Ordinance expires or is terminated to repay at least 50% of your past-due rent; 2. You have ug to 12 months from the date the Ordinance expires or is terminated to repay all of your past-due rent; and 3. A landlord cannot charge a late fee and/or penalties for rent that was deferred as a result of the Ordinance so long as you repay your rent according to this timeline. You should notify your landlord in writing that you are unable t0 pay your rent due to COVID- 19 as soon as possible. The County has a form you may use to notify your Landlord, which you can find on the County website at: bitJy/scctenant. You can show your inability to pay through documentation such as closure of business or reduced business income, bank statements or other financial documents. (The Ordinance lists other examples.) If you are served with a notice of eviction during the moratorium, you have the right to: 1. Receive this Notice as well as all other legally required notices; 2. Receive the reason for the termination of tenancy 0r eviction in writing; and Page 2 of 3 11.03.2020 Version REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY 0R EVICTION AND NOTICE OF SMALL BUSINESS TENANTS’ RIGHTS (Per County of Santa Clara Ordinance No. NS-9.287, as amended by Ordinance Nos. NS-9.288, NS-9.289, NS-9.292 and and NS-9.293) 3. Receive information on emergency rental assistance programs. For more information, please refer to the Frequently Asked Questions on the County website at: bith/sccemfags. You should also seek legal help to understand your rights and responsibilities under the Ordinance. A list of emergency rental assistance programs is available on the County website at: bitJy/sccemresources. Page 3 of 3 11.032020 Version DECLARACION OBLIGATORIA DE MOTIVO DEL DESALOJO 0 LA TERMINACION DEL ALQUILER Y AVISO DE LOS DERECHOS DE LA PEQUENA EMPRESA INQUILINA (De acuerdo con la Ordenanza del Condado de Santa Clara Nl’lmero NS-9.287, modificada por las Ordenanzas Nl'lmero NS-9.288, NS-9.289, NS-9.292 y NS-9.293) El Condado de Santa Clara ha aprobado una moratoria de desalojos po‘r impago dc alquiler para casos en que pequefias empresas inquilinas hayan sufrido una pérdida sustancial de ingresos y/o gastos médicos sustanciales de su bolsillo como resultado de la pandemia de COVID-19. Desde el 1 de septiembre de 2020, esta moratoria protege a las Eeguefias empresas. Muchos inquilinos residenciales ahora tienen derecho a proteccién contra desalojo bajo 1a ley estatal y federal. De acuerdo con la Ordenanza del Condado, e1 propietario esté obligado a agregar a cualquier aviso de terminacién de alquiler (p. ej., un aviso para pagar o mudarse en 3 dias, o un aviso de 30 o 60 dias) lo Slgufgfifii motivo del desalojo o terrninacién del alquiler; 2. Un aviso de 10s derechos dc 10s inquilinos segfin 1a Ordenanza; y 3. Un aviso de programas de asistencia de alquiler de emergencia. La informacién precedente debe incluirse en este formulario. Motivo del desaloio o terminacién del alguiler Indique e1 (los) motivo(s) del desalojo'o terminacién del alquiler (debe ser rellenado por el casero 0 propietario): Pégina 1 de 3 Versién del 03.1 1.2020 DECLARACION OBLIGATORIA DE MOTIVO DEL DESALOJO O LA TERMINACION DEL ALQUILER Y AVISO DE LOS DERECHOS DE LA PEQUENA EMPRESA INQUILINA (De acuerdo con la Ordenanza del Condado de Santa Clara Nl’lmero NS-9.287, modificada por las Ordenanzas Nl’lmero NS-9.288, NS-9.289, NS-9.292 y NS-9.293) Aviso de Derechos de los Inquilinos El 24 de marzo de 2020, el Condado aprobé la Ordenanza Nflmero NS-9.287, que prohibe temporalmente los desalojos por impago del alquiler si usted, como pequefia empresa inquilina, demuestra que sufi'ié una pérdida sustancial de ingresos o gastos médicos de su bolsillo debido a 1a pandemia de COVID- 19. Esta moratoria de desalojo se aplica a las pequefias empresas inquilinas desde el 1 de septiembre de 2020 y se ha extendido hasta el 31 de marzo de 2021. Si usted cumple las condiciones para disfrutar de 1a proteccién de 1a Ordenanza, e1 propietario no puede desalojarlo por impago del alquiler si usted: 1. No puede pagar e1 alquiler debido a una pérdida sustancial de ingresos como resultado de 1a pandemia de COVID-19; o 2. No puede pagar e1 alquiler debido a gastos médicos de bolsillo sustanciales para usted o un familiar inmediato como resultado de 1a pandemia de COVID-19. Si cumple las condiciones para gozar dc 1a proteccién de 1a Ordenanza, tiene derechos relacionados con su pago del alquiler atrasado a1 propietan'o. Estos son: 1. Tiene hagta g mgsgg desde la fecha de vencimiento o cancelacién de 1a Ordenanza para pagar a1 menos el 50 % del alquiler atrasado; 2. Tiene hasta 12 mgggg desde 1a fecha de vencimiento o cancelacién de la Ordenanza para pagar todo el alquiler atrasado; y 3. E1 propietario no puede aplicar recargos ni multas por pago atrasado del alquiler si este se aplazé de acuerdo con la Ordenanza, siempre y cuando usted pague el alquiler dentro de estos plazos‘ Usted debe notificar lo antes posible y por escrito a1 propietario que no puede pagar el alquiler debido a COVID-19. E1 Condado tiene un formulario que usted puede usar para notificar a1 Propietario; puede encontrarlo en el sitio web del Condado: bith/scctenant. Puede demostrar su incapacidad para pagar a través de documentacién que refleje el cierre de 1a empresa o 1a reduccién de sus ingresos comerciales, extractos bancarios u otros documentos financieros. (La Ordenanza incluye otros ejemplos), Si recibe una notificacién de desalojo durante 1a moratoria, tiene derecho a: 1. Recibir este Aviso, asi como todos los demés avisos legalmente requeridos; 2. Recibir el motivo del desalojo o terrninacién de alquiler por escrito; y Pégina 2 de 3 Versién del 03.1 1.2020 DECLARACION OBLIGATORIA DE MOTIVO DEL DESALOJO O LA TERMINACION DEL ALQUILER Y AVISO DE LOS DERECHOS DE LA PEQUENA EMPRESA INQUILINA (De acuerdo con la Ordenanza del Condado de Santa Clara Nl’lmero NS-9.287, modificada por las Ordenanzas Nl'lmero NS-9.288, NS-9.289, NS-9.292 y NS-9.293) 3. Recibir informacién sobre programas de asistencia de alquiler de emergencia. Para obtener més infomacién, consulte las Preguntas Frecuentes del sitio web del Condado: bitJstcgemfagg. También le aconsejamos buscar ayuda legal para comprender sus derechos y responsabilidades bajo 1a Ordenanza. Encontraré una lista dc programas de asistencia de alquiler de emergencia en el sitio web del Condado: bitJy[scccm‘regources. Pégina 3 de 3 Versién del 03.1 1.2020 égmfimgifimmabgfiw dxfi¥$flfim$§flfiifl (mfigfifimmWNS-azmfiiaé ' @fiNs-azsfifi ‘ NS-9.289§»%Ns-9.292%$nNs-9.293¥£”%1%3*I ) a.gtmmmagabfimww?Eamovm 19Mfiza§szW2maaafigg 2W» \m- = .\ o .=- _: o E figg%mfiflfismfifimm%%aém% afié fifiig’fifilfifi“ EfifléfilffljflflmmfiflfififlEWEDDL/LTWa (WJfiDfiEB’JH?Kim fifififl ' EZBOfiéjzwfiEB’JfiéEfl) 1 1. éfififié’flfiiififiififi’flfifii 2. $E9§ifiéfflfigfififlfiflgflfifl i HR 3. ?%Eiflffififlfififlfi’flfiffi ° M‘gfilfisfiifiqjfifiiéifigflfi ° gzi “\ u n \E 5% Rafimifififlj-EW ?BTEEE (EE%/W¥fi/ffi/U§fi) 11.032020 Hm: fitfléfléfififififlmfifid‘égfiflfi dxfifisflfifl’afiflfiifl (mfigfifimmfiNS-Mmfififié , @gngggg §fi ~ Ns-9.289%NS-9.292%$UNS-9.293Pa‘éfiééT ) mgmm 2020335 24 B ’ fiéfizmfififiTéfiNS-gzsfs‘fiifié ’ #fikfii UME¥$HI5 ) EEWEE COVID-19jrififiigi47H&Afla‘ifiwéfifififiEffigvfiéfi ’ aiaégfiéfiitflfis’y EM. o E2020£E9H 1 BEE i Eggfiizgfiéifififiém£¥mfi ’ Efifififlfifiizmlm H31 a a fin$1fl<$fi$§i£é€fif§§éf€cffié ’ @BQEfiEUIEEELXT‘ffiiRTEfifimflfifififimfi 23 : 1. 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Llfic’éUZISiEflUfiFfiE/fiéffliz’fifigflié’flfifl ¢ 2- H&ifléfifiéififi’flfiéiflflé’flfififififl’flflE 1 LLLR 'fi 2 E ’ #3 E 11.03.2020 F1517: égitfflgfié‘zgéfififlmfl‘w‘égfififi dxfléfiiflfimfiflfifim (fifigfifimmfiéfiNs-amfiiié ’ @fiNs-ms gfi ~ Ns-9.2899fiNS-9.292%$UNS-9.293¥£%1%§T ) 3 WQEfififiEfl§$fiflWfifi° Efifi%’%5%%fififlmimfififi%twummmwoflfifiafii%fififi’ MT%@E%%TW%WEEE° %fifi%%ififl?¥%§fi%&fiflflfii bitJy/sccemresources ° 11.03.2020 H5221: BAN BAT BUQC TUYEN BO LY D0 CHAM DI’fT HOP DONG THUE HOAC TRUC XUAT VA GIAY BAO VF: QUYEN L91 CUA NGUOI THUF: CO 56 Di: KINH DOANH NHO (Theo séc lenh cfia Quan Hat Santa Clara s6 Ns-9.237, duqc sfra déi b6~i séc lenh s6 Ns-9.288, Ns-9.289, Ns-9.292 via Ns-9.293) Quén Hat Santa Clara d5 ban hanh lénh 05m true xuét nguc‘yi thué co s6 dé kinh doanh nhé Vi hQ khéng tré tién thué trong truc‘mg hQ’p ngu'c‘vi thué mét thg nhfip Vé/hoéc phfii ty; trfi ghi yhi y té gang ké do dai dich CQVID-19. Ké u‘r ngay 1 thang 9 nam 2020, lenh cam nay béo ve gar; gganh nghig‘p nhg’. Nhiéu nguéri thué nhé ("Jr hién nay dfi tiéu chuén dé duqc béo Vé khéi bi truc xuét theo 1th tiéu bang vé lién bang. Theo Séc lénh cfia Quan Hat, chfi cor sé bét buéc phéi cung cép thém Vlao giéy béo chém dirt hqp déng thué (chéng hgn nhu giéy béo cho 3 ngéy dé thanh toén hoéc chém dirt hqp déng, hoéc gifiy béo cho 30 hoéc 60 ngéy) nhfmg diéu sau: 1. Ly do chém dirt hop déng thué co sc’r hoéc true xuét; 2. Giéy béo Vé quyén cfia nguc‘ri thué theo Séc lénh; vé 3. Giay béo vé céc chuong trinh 116 trq khan cap cho nguc‘yi thué. Céc théng tin trén phfii du'qc cung cép trong m5u nay. Ly’ do chém dl'rt hgp dbng thué cé’ s6 hoéc truc xuét Hay cho biét 1y do chém dirt hqp dang thué co s6 hogs true xuét (duqc dié‘n b&i Chg co sé/cha daft): Trang 1 / 3 Phién bén Ngéy 3.11.2020 BAN BAT BUQC TUYEN BO LY D0 CHAM DU‘T HQP DONG THUE HOAC TRUC XUAT VA GIAY BAO VE QUYEN L01 chA NGUO'I THUE C0 sf) Di: KINH DOANH NHO (Theo Sz'ic lénh cfia Quén Hgt Santa Clara s6 NS-9.287, du’g’c sfra déi bé'i Sic lénh s6 Ns-9.288, Ns-9.289, Ns-9.292 va Ns-9.293) Gifiv béo vbuyédo’i cfia Ngu’bihué cm? Vao ngay 24 thang 3 nam 2020, Quan Hat da ban hanh Sac lénh so NS-9 287, tam thori cam truc xuat Vi khong tra tién thué néu quy vi, ngub‘i thué cor sér dé kinh doanh nho, chL'rng minh rang quy vi da bi mat mot khoan thu nhap hoac phai tu tra mot chi phi y té dang ke do dai dich COVID- 19. Ké ti: ngay 1 théng 9 mam 2020, lenh cam true xuét nay ép dung cho nhfrng ngubi thué co s6) dé kinh doanh nhé Va (1‘5 duqc gia han cho dén ngay 31 théng 3 ném 2021. Néu quy Vi dfi diéu kién dé duqc béo V6 theo Séc lénh nay, chfi cor sé cfia qujl Vi khfing LIE true xufit quy vi do khéng tré tién thué néu: 1. Quy v: khang thé tré tién thué co sex vi mét thu nhsap dang ké do dai dich COVID- l 9; hoéc 2. Quy v; khéng thé tra ti‘en thué co so vi phéi u; tré chi phi y té dang ké cho ban than hoZac than nhén ruét thit do dai dich COVID-19. Néu quy Vi dfi diéu kién dé duqc béo V6 theo Séc lénh nay, quy Vi 06 céc quyén lqi lién quan dén viéc tré tién thué qué han. Céc quyén lqi nay la: 1. Quy v: c6 gén g thg'ng ké ti: ngay séc lenh hét han hoac két thac dé hoan tra it nhét 50% tién thué qué hang 2. Quy v: c6 gén 12 théng ti; ngay sac lenh hét han hoac két thuc dé ma tat ca s6 tién thué qué han; Va 3. Chil co s6 khfing thé tinh phi tré Vé/hoéc tién phat khi tién thué bi hofin lai do Sic lenh, mién la quy vi hoan mi tién thue thee thc‘yi gian nay. Quy v1 nén gixi giéy bao cho chu co s6 rang quy v1 khéng thé tré tién thue do COVID-19 cang sém cz‘mg tét. Quan Hat cé mét méu don ma quy vi c6 thé sir dung dé béo cho Chfi co s6 cfia quy vi, Vé m§u don nay cé trén trang mang cfia Quan Hat tai: bitJy/scctengnt. Quy Vi cé thé cho théy quy Vi khéng cc’) khé néng tré tién thué théng qua céc tai lieu nhu nhu giéy déng cfra doanh nghiép hoéc giéy chL'mg thu nhép kinh doanh bi giém, sao ké ngén héng hoéc céc giéy tc‘r téi chinh khéc. (Sic lénh cé 1iét ké céc vi du khéc.) Néu quy Vi nhan giéy béo true xuét trong khi cc') lénh 05m, quy Vi cc') quyén: 1. Nhan Giéy béo nay cfing nhu tét cé céc giéy béo khéc theo quy dinh cfia luat phép; 2. Nhan giéy béo V5 1y do chém dI'It hqp déng thué hoéc true xuét; Va Trang 2 / 3 Phién bén Ngéy 3.1 1.2020 BAN BAT BUQC TUYEN BO LY D0 CHAM DI’J‘T HOP DONG THUE HOAC TRUC XUAT VA GIAY BAO VE QUYEN LQI CfJA NGUGI THUE C0 sf) DE KINH DOANH NHO (Theo Sfi'c lénh cfia Quéjn Hat Santa Clara s6 NS-9.287, du’q’c sfra déi béi Sic lénh s6 Ns-9.288, Ns-9.289, Ns-9.292 va Ns-9.293) 3. Nhén théng tin vé céc chucmg trinh h5 trq khén cép cho ngudi thué. Dé biét thém théng tin, vui léng tham khéo phén C&u héi thuc‘mg gap trén trang m_ang cfia Quan Hat tai: bitlm‘ccemfggg. Quy Vi cfing nén tim s1; trq gil’lp phép ly dé hiéu céc quyén lqi vé tréch nhiém cfia quy Vi theo S50 lénh nay. Danh séch céc chuorng trinh h5 trq khén cép cho nguc‘yi thué cé trén trang mang cfia Quan Hat tai: bitJy/sccemregourcgs. Trang 3 / 3 Phién bén Ngay 3.1 1.2020 KINAKAILANGANG PAHAYAG NG DAHILAN PARA SA PAGWAWAKAS NG PAG-UPA 0 SA PAGPAPALAYAS AT PAUNAWA NG MGA KARAPATAN NG MGA NANGUNGUPAHAN NA MALIIT NA NEGOSYO (Mula sa Ordinansa Num. NS-9.287 ng County ng Santa Clara, na binago ng Ordinansa Num. NS-9.288, NS-9.289, NS-9.292 at NS-9.293) Pinagtibay nang County ng Santa Clara ang isang moratoryo sa mga pagpapalayas para sa hindi nagbayad ng upa kung saan ang mga nangungupahan na maliit na negosyo ay nakaranas ng malaking paglgawala n2 kita at/o mga malaking gastos na pangmedikal na binavaran nila bilang resulta 11g pandemyang COVID-19. Mula ng Setyembre l, 2020, nagpoprotekta ang moratoryong ito sa mga maliit na nggggyg. Maraming mga nangungupahan ng tirahan ay kwalipikado ngayon para sa proteksiyon sa pagpapalayas sa ilalim ng batas ng estado at pederal. Sa ilalim ng Ordinansa ng County, ang isang landlord ay kinakailangan magdagdag sa anumang paunawa na wakasan ang pag-upa (tulad ng isang 3-araw na paunawa upang magbayad o umalis, o isang 30- 0 60-araw na paunawa) nang sumusunod: 1. Ang dahilan para sa pagwawakas ng pag-upa o sa pagpapalayas; 2. Isang paunawa ng mga karapatan ng nangungupahan sa ilalim ng Ordinansa; at 3. Isang paunawa ng mga programang pang-emergency na tulong sa pag-upa. Dapat ilagay sa form na ito ang impormasyon sa itaas. Ang Dahilan para sa Pagwawakas n2 Pag-upa o sa Pagpapalaxas Mangyaring isulat ang (mga) dahilan para sa pagwawakas ng pag-upa o sa pagpapalayas (dapat mapunan ng Landlord/may-ari ng property): Pahina 1 ng 3 11.3.2020 Bersyon KINAKAILANGANG PAHAYAG NG DAHILAN PARA SA PAGWAWAKAS NG PAG-UPA O SA PAGPAPALAYAS AT PAUNAWA NG MGA KARAPATAN NG MGA NANGUNGUPAHAN NA MALIIT NA NEGOSYO (Mula sa Ordinansa Num. NS-9.287 ng County ng Santa Clara, na binago ng Ordinansa Num. NS-9.288, NS-9.289, NS-9.292 at NS-9.293) Paunawa n2 Mga Karapatan n2 Nangungupahan Noong Marso 24, 2020, ipinagtibay ng County ang Ordinansa Num. NS-9.287, na pansamantalang nagbabawal ng mga pagpapalayas para sa hindi nagbayad ng upa kung kayo, ang nangungupahan na maliit na negosyo, ay magpakita na kayo ay naghirap sa malaking pagkawala ng kita o mga malaking gastos na pangmedikal na binayaran niyo dahil sa pandemyang COVID-19. Mula ng Setyembre 1, 2020, nalalapat ang moratoryo ng pagpapalayas na ito sa mga nangungupahan na maliit na negosyo at pinalawig ito hanggang sa Marso 31, 2021, Kung kwalipikado kayo sa proteksiyon sa ilalim ng Ordinansa, kayo ay hindi maaaring palayasin ng inyong landlord dahil sa hindi pagbayad ng upa kung: 1. Ikaw ay hindi makapagbayad ng inyong upa dahil sa malaking pagkawala ng kita na nagresulta mula sa pandemyang COVID- 1 9; o 2. Ikaw ay hindi makapagbayad ng inyong upa dahil sa malaking gastos na pangmedikal na binayaran niyo para sa inyong sarili o sa isang malapit na miyembro ng pamilya na nagresulta mula sa pandemyang COVID-19. Kung ikaw ay kwalipikado para sa proteksiyon sa ilalim ng Ordinansa, mayroon kayong Inga karapatan na nauugnay sa inyong pagbayad ng lagpas na sa takdang araw ng pagbayad na upa (past-due rent). Ang mga ito ay: 1. Ikaw ay mayroong hanggang sa 6 na buwgn mula sa petsa ng pagkawalang bisa o pagtapos nang Ordinansa na magbayad ng hindi bababa sa 50% ng lagpas na sa takdang araw ng pagbayad na upa; 2. Ikaw ay mayroong hanggang ga 12 hgflag mula sa petsa ng pagkawalang bisa o pagtapos nang Ordinansa na magbayad nang buo ng lagpas na sa takdang araw ng pagbayad na upa; at 3. Ang isang landlord ay hindi maaaring sumingil ng isang late fee/o mga parusa para sa upa na ipinagpaliban bilang isang resulta ng Ordinansa hangga’t mabayaran mo ang iyong upa ayon sa timeline na ito Ikaw ay dapat magbigay-alam sa inyong landlord sa pamamagitan ng pagsulat na ikaw ay hindi makapagbayad ng inyong upa dahil sa COVID-19 sa lalong madaling panahon. May form ang County na maaari niyong gamitin upang magbigay-alam sa inyong Landlord, na maaaring niyong mahanap sa website ng County sa: hitlmcgmngm. Ikaw ay maaaring magpakita ng Pahina 2 ng 3 11.3.2020 Bersyon KINAKAILANGANG PAHAYAG NG DAHILAN PARA SA PAGWAWAKAS NG PAG-UPA O SA PAGPAPALAYAS AT PAUNAWA NG MGA KARAPATAN NG MGA NANGUNGUPAHAN NA MALIIT NA NEGOSYO (Mula sa Ordinansa Num. NS-9.287 ng County ng Santa Clara, na binago ng Ordinansa Num. NS-9.288, NS-9.289, NS-9.292 at NS-9.293) inyong kawalan ng kakayahang magbayad sa pamamagitan ng dokumentasyon tulad ng pagsasara ng negosyo o pagbawas ng kita ng negosyo, mga bank statement o iba pang mga dokumentong pinansyal. (Naglilista ang Ordinansa ng iba pang mga halimbawa.) Kung nabigyan kayo ng isang paunawa ng pagpapalayas habang may bisa pa ang moratoryo, may karapatan kayong: 1. Tumanggap nitong Paunawa pati na rin ang lahat ng iba pang mga kinakailangang ligal na paunawa; 2. Tumanggap ng nakasulat na dahilan ng pagwawakas ng pag-upa o ng pagpapalayas; at 3. Tumanggap ng impormasyon tungkol sa mga programang pang-emergency na tulong sa pag-upa. Para sa karagdagang impormasyon, mangyaring tingnan ang Mga Madalas na Katanungan sa website ng County sa: hitdyzggggmfagg. Dapat din kayong humingi ng ligal na tulong upang maunawaan ang inyong mga karapatan at responsibilidad sa ilalim ng Ordinansa. Ang isang listahan ng mga programang pang-emergency na tulong sa pag-upa ay makikita sa website ng County sa: it] ‘ emresour ‘es. Pahina 3 ng 3 11.3.2020 Bersyon Community Services Agency of Mountain View & Los Altos 204 Sterlin Rd. Mountain View. CA 94043 (650) 968-0836 Assistance in: 94022 Los Altos 94024 Los Altos 94035 Mountain View 94040 Mountain View 94041 Mountain View 94043 Mountain View LifeMoves Georgia Travis House 260 Commercial Street San Jose. CA 95112 (408) 271-1630 Assistance in: 95035 Milpitas 95131 San Jose 95133 San Jose 95134 San Jose LifeMoves Opportunity Center 33 Encina Avenue Palo Alto, CA 94301 (650) 853-8672 Assistance in: 94301 Palo Alto 94303 Palo Alto 94304 Palo Alto 94305 Stanford 94306 Palo Alto Sunnyvale Community Services 725 Kifer Rd. Sunnyvale, CA 94086 (408) 738-4321 Assistance in: 94085 Sunnyvale 94086 Sunnyvale 94087 Sunnyvale 94089 Sunnyvale 95002 Alviso Sacred Heart Community Service 1381 S. First St. San Jose, CA 95110 (408) 278-2160 Assistance in: 95008 Campbell 95110 San Jose 95111 San Jose 95112 San Jose (S. of Santa Clara St.) 95113 San Jose 95116 San Jose 95117 San Jose 95118 San Jose 95120 San Jose 95123 San Jose 95124 San Jose 95125 San Jose 95126 San Jose 95128 San Jose 95136 San Jose Salvation Army 359 North 4th Street San Jose. CA 95109 (408) 282-1165 Assistance in: 95013 Coyote 95037 Morgan Hill 95112 San Jose (N. of Santa Clara St.) 95119 San Jose 95121 San Jose 95122 San Jose 95127 San Jose 95132 San Jose 95135 San Jose 95137 San Jose 95138 San Jose 95139 San Jose 95141 San Jose 95148 San Jose Salvation Army 3090 Homestead Road Santa Clara, CA 95051 (408) 247-4588 Assistance in: 95050 Santa Clara 95051 Santa Clara 95054 Santa Clara Emergency Assistance Network o F SANTA CLARA COUNTY St. Joseph's Family Center 7950 Church St. Suite A Gilroy, CA 95020 (408) 842-6662 Assistance in: 95020 Gilroy 95046 San Martin West Valley Community Services 10104 Vista Drive Cupertino, CA 95014 (408) 255-8033 Assistance in: 95014 Cupertino 95030 Monte Sereno/Los Gatos 95032 Los Gatos 95033 Los Gatos 95044 Redwood Estates 95070 Saratoga 95129 San Jose 95130 San Jose About the Network: The Emergency Assistance Network (EAN) agencges m Santa Ctara County provude a vanety of serwces 10 prevent homelessnesshutility disconnecuonsg and hunger. Assnstance Is based on Zip Code {estdence Services inciude: » One-Time Rem and Mortgage Payment ASSIstance - MoveJn Costs fer Rental Deposits ~ One-Time Utility Assistance ' On-Sgte information and Referrals. e‘g MedICal, CalFresh (Fpod Stamps), Food Panmes . Other Services may inctudez Food Di$t[Ithtzons, Case Management, Job Trammg, Emplo ment Assustance, L0w~ Income Unlsty rograms. After'Scthl Care, Backpacks and Schoo! Supphes, Veterans Assistance, Housmg Search Asstslance, Temporary Shelter Semces Fov more infogmation. please cpmact the assxgned znp code agency directlyv EmergencyAbout the Network Everyone experiences emergencies from time to time. For some Assistance Silicon Valley residents, however, each day is a struggle for financial stability and independence. When an emergency hits, they need Network O F somewhere to turn for help. The goal is to stabilize individuals and S A N T A C L A R A C O L, N T Y families during times of trouble and help them return to self- sufficiency. Member A encies The Emergency Assistance Network (EAN) agencies in Santa Clara g County provide a variety of services to prevent homelessness, utility disconnections, and hunger. Services include: C - One-Time Rent and Mortgage Payment Assistance «wmuaféjw Q - Move-In Costs for Rental Deposits M - One-Time Utility Assistance , - On-Site Information and Referrals, e.g MediCai, CalFresh (Food L|feMO fies StampS), FOOd Pantrles BreakingtHeCycIeofHomdassmss - Other Services may include: Food Distributions, Case Management, Job Training, Employment Assistance, Low-lncome Utility Programs, ‘After-School Care, Backpacks and School Supplies. Veterans SACRED Assistance, Housing Search Assistance, Temporary Shelter Services HEART v Levels & Guidelines of Assistance COMMUN'TY SEEM“ - Assistance leveis are limited by funding available - this does not k include in-kind supportto these families offood, cIothing, etc. §§ ‘ $1, jmaaéph’g - Assistance from agencies is based on zip code residence ~ Income eligibility guidelines related to low and very low income - Strict criteria for rental assistance is followed ~ i.e. payments are made to landlords not t0 the client - Direct financial assistance for transportation, utilities, medical, etc. - Limits on the amount of funding and the time span in which funding is received~most agencies give one time only assistance. Faméiy (Zatfiar Sunnyvale Community Services -- LifeMoves PURPLE - Community Services Agency BLUE - West Valley Community Services @mmfigi -- Sunnyvale Community Servuces Mfi::‘«x.‘i”%€ t Hang a Hefigf ‘ RED __ Sacred Heart West Vallay Cammumw Services Community Service - Salvation Army ., M&M -- St. Joseph’s Family Center DECLARATION OF SERVICE OF NOTICE TO TENANT I, the undersigned declare that at the time of service of the papers herein referred to, Iwas at least eighteen (18) years of age, and that I served the following notice: [X] Three Day Notice to Pay Rent or Quit On the following Tenant(s): Yaana Technologies, LLC . V , and all tenants in possession on the D OR D OR 19th day of November 20A. BY DELIVERING a copy for each of the above-named resident(s) PERSONALLY BY LEAVING a copy for each of the above-named resident(s) with a person of suitable age and discretion at the residence or usual place of business of the resident(s), said resident(s) being absent thereof; AND MAILING by first class mail on said date a copy to each resident(s) by depositing said copies in the United States Mail, in a sealed envelope, with postage fully prepaid, addressed t0 the above- named resident(s) at their place of residence. BY POSTING a copy for each of the above-named resident(s) in a conspicuous place on the property therein described there being no person of suitable age or discretion to be found at the residence or any known usual place of business of said resident(s); AND MAILING by first class mail on said date a copy to each resident(s) by depositing said copies in the United States Mail, in a sealed envelope, with postage fully prepaid, addressed to the above- named resident(s) at their place of residence. I declare, under penalty of peljury, that the foregoing is true and correct and if called as a Witness t0 testify thereto, I could do so competently. Executed this 25th day oNovembngO 20 at San Jose, California. swap Declarant U