HomeMy WebLinkAbout08 - Second Amendment to Lease with Secada Medical, LLC for Use of Suites 470 and 485 at 1201 Dove StreetP CITY OF
NEWPORT BEACH
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4:09 City Council Staff Report
July 9, 2024
Agenda Item No. 8
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Assistant City Manager/Community Development
Director - 949-644-3232, sjurjis@newportbeachca.gov
PREPARED BY: Lauren Wooding Whitlinger, Real Property Administrator - 949-644-
3236, lwooding@newportbeachca.gov
TITLE: Second Amendment to Lease with Secada Medical, LLC for Use of
Suites 470 and 485 at 1201 Dove Street
FA311.1 d -ET" 6
The City of Newport Beach acquired the office building located at 1201 Dove Street,
Newport Beach (Property) in May 2023. The building has 18 existing tenants and is being
marketed for lease. For the City Council's consideration is a Second Amendment to the
Lease (Amendment) (Attachment A) with the tenant in Suite 470, Secada Medical, LLC,
dba Ventris Medical (Secada) to expand its existing lease by an additional 1,020 square
feet, updating the rent to current market rates, and extending the length of the term for
six years.
RECOMMENDATIONS:
a) Find this project is exempt from the California Environmental Quality Act (CEQA)
pursuant to Section 15301 (Existing facilities) and Section 15302 (Replacement or
Reconstruction) of the CEQA Guidelines, California Code of Regulations, Title 14,
Chapter 3, because this project has no potential to have a significant effect on the
environment-, and
b) Authorize the City Manager and City Clerk to execute the Second Amendment to
Lease between the City of Newport Beach and Secada Medical, LLC (dba Ventris
Medical) for use of City Property, office space Suites 470 and 485 located at
1201 Dove Street, in a form substantially similar to the amendment attached to the
staff report.
DISCUSSION:
The City purchased the Property in anticipation of developing a new headquarters for the
Newport Beach Police Department (NBPD) in approximately 10 years. The early
acquisition of the Property, in advance of starting the NBPID facility replacement, will allow
the City to continue leasing the office spaces at the Property to recoup a portion of the
purchase price with the existing net income stream.
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Second Amendment to Lease with Secada Medical, LLC for Use of
Suites 470 and 485 at 1201 Dove Street
July 9, 2024
Page 2
Lease Histor
Under its initial Office Lease Agreement (Attachment B) executed in 2019, Secada leased
its existing space (Suite 470) (Premises) at the Property for an initial term of five and a
half years, set to expire in April 2025. The First Amendment to Lease (Attachment B),
executed in November 2020, expanded the Premises by 434 square feet into a portion of
the adjacent Suite 485.
As Secada's business continues to grow, the tenant seeks additional space for staff and
storage. The proposed Amendment would allow expansion into the remainder of the
adjacent Suite 485, increasing the size of the Premises by 1,020 square feet, for a total
rentable area of 4,495 square feet.
With the expansion, the Amendment proposes to extend the term of the agreement by
approximately six years, with a new expiration date occurring 74 months after the
construction of the expansion space is completed. Although the existing agreement
contains options to extend the term, commercial office market conditions have changed
since it was executed.
City staff and the tenant have negotiated an amended lease that reflects current market
conditions, which includes a slight reduction in the rental rate for the existing Premises.
Additional abatements and allowances are included and are consistent with market rate
deal terms offered by competitive office properties in the area.
Second Amendment to Office Lease
The proposed terms of the Amendment, for use of Suite 470 and 485 at the Property, are
summarized below-
1. The initial term shall commence 60 days after completion of construction of the
expansion space, and will terminate 72 months later, which is anticipated to be
December 2030, with no options to extend the term.
2. Monthly base rent during the term shall be set as follows:
Period
Monthly Base
Rent
(existing space)
MonthIV Base
Rent
(expansion space)
MonthlV Base
Rent Per Rentable
Square Foot
Current — 10/31/24
$10,613.09
$3.49
11/1/24-5/1/25
$10,917.19
$3.59
5/1/25 — Month 12
$10,946.25
$3.15
Months 1-12
$3,213.00
$3.15
Months 13-24
$11,259.00
$3,304.80
$3.24
Months 25-36
$11,606.50
$3,406.80
$3.34
Months 37-48
$11,954.00
$3,508.80
$3.44
Months 49-60
$12,336.25
$3,621.00
$3.55
Months 61-72
$12,683.75
$3,723.00
$3.65
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Second Amendment to Lease with Secada Medical, LLC for Use of
Suites 470 and 485 at 1201 Dove Street
July 9, 2024
Page 3
3. Base rent shall be abated in its entirety for the first six months of the new term for
the expansion space, and for the first four months of the new term for the existing
space.
4. Tenant may convert its rent abatement, on a dollar -for -dollar basis, the equivalent
of two months of base rent for the expansion space, and the equivalent of four
months of base rent for the existing space, for a total additional allowance of
$54,937.00 towards tenant improvements to the Premises.
5. A landlord work allowance in an amount not to exceed $25.00 per square foot of
the leased Premises (4,495 square feet) may be used towards the payment of
alterations to the expansion space and improvement costs for the Premises, to be
performed by the property manager on the City's behalf. The allowance must be
used by December 31, 2024, or the allowance will be forfeited.
6. The tenant shall increase the amount of its security deposit on retainer with the
City to $18,047.43, in connection with the expanded Premises under the
Amendment.
7. Brokers from CBRE, Inc. represented the property manager and the City in
brokering the transaction and will be paid a commission for this Amendment.
8. Secada shall continue to provide certificates of insurance to the satisfaction of the
City's property manager, naming the City as additional insured.
9. The Amendment has been reviewed by the City Attorney's Office and has been
approved as to form. Secada has reviewed and approved the terms of the
Amendment.
FISCAL IMPACT:
Revenues collected pursuant to the proposed Amendment, $169,911 per year, shall be
increased annually as prescribed in the Amendment, will be posted to the General Fund
Real Property accounts in the Community Development Department, 010-01050505-
551305. The revenues net of any tenant improvement allowance, rent abatement, or
broker fees are included in the budget for fiscal year 2024-2025.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this project is exempt from the California
Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing facilities) and
Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because this project has no potential to have a
significant effect on the environment.
8-3
Second Amendment to Lease with Secada Medical, LLC for Use of
Suites 470 and 485 at 1201 Dove Street
July 9, 2024
Page 4
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Second Amendment to Lease
Attachment B — Office Lease Agreement and First Amendment to Lease
RM
Attachment A
Second Amendment to Lease
RIM
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE("Second Amendment") is made and entered
into as of April 11, 2024, by and between THE CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("Landlord") and SECADA MEDICAL, LLC, a California
limited liability company dba Ventris Medical ("Tenant"). This Second Amendment includes the
following exhibits and attachments: Exhibit A (Outline of Expansion Space), Exhibit B (Expenses
and Taxes), Exhibit C (Work Letter), Exhibit D (Notice of New Term Dates), and Rider No. 4
(Waiver of Relocation Benefits).
RECITALS:
A. AG Dove Owner, L.P., a Delaware limited partnership ("Original Landlord") and
Tenant entered into that certain Office Lease Agreement dated as of October 10, 2019 (the
"Original Lease"), whereby Original Landlord leased to Tenant and Tenant leased from Original
Landlord certain office space in that certain building located and addressed at 1201 Dove Street,
Newport Beach, California (the "Building"). The Original Lease was amended by that certain
First Amendment to Lease dated as of November 18, 2020 by and between Original Landlord and
Tenant ("First Amendment"), The Original Lease, as amended by the First Amendment, may be
referred to herein as the "Lease." Landlord is the successor -in -interest under the Lease to
Original Landlord,
B. By this Second Amendment, Landlord and Tenant desire to expand the Premises,
extend the Term of the Lease which is set to expire on April 30, 2025, and to otherwise modify
the Lease as provided herein.-
C. Landlord and Tenant desire to confirm certain facts as a condition to entering into
this Second Amendment, including that Tenant's tenancy and rent of the Expansion Space, as
defined herein, as well as the extension of the Lease term, commence after the date that Landlord
acquired the Building and that Tenant agrees that its occupancy of the Premises is, will be, and
shall remain as a "post -acquisition" occupant pursuant to applicable federal, state, and local laws
and regulations providing for relocation assistance, benefits, or compensation for moving and for
property interests (including without limitation furnishings, fixtures and equipment, goodwill, and
moving expenses) (referred to herein as "Relocation Law"), as more fully set forth in Rider No. 4
to the Lease.
D. Unless otherwise defined herein, capitalized terms as used herein shall have the
same meanings as given thereto in the Original Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows,
AGREEMENT:
1 . The Existing Premises. Landlord and Tenant hereby agree that pursuant to the
Lease, Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain
office space in the Building containing 3,475 rentable square feet located on the fourth (4th) floor
SECOND AMENDMENT TO LEASE
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4880-4866-1409.4
of the Building, comprising Suite 470 (containing 3,041 rentable square feet) ("Original
Premises") and a portion of Suite 485 containing 434 rentable square feet (together "Existing
Premises"), as more particularly described in the Lease.
2. Expansion of the Existing Premises. That certain portion of Suite 485 located on
the fourth (4th) floor of the Building outlined on the floor plan attached hereto as Exhibit "A" and
made a part hereof, which Landlord and Tenant hereby stipulate contains 1,020 rentable square
feet, may be referred to herein as the "Expansion Area" or "Expansion Space." Effective as of
the date that is sixty (60) calendar days following the date of Substantial Completion (as defined
in Exhibit "C" (Work Letter) ("Expansion Commencement Date"), Tenant shall lease from
Landlord and Landlord shall lease to Tenant the Expansion Space. The Existing Premises
combined with the Expansion Space (collectively "Premises") shall comprise a total of 4,495
rentable square feet,
3. Beneficial Occupancy Period. Notwithstanding anything to the contrary contained
herein, Tenant shall have the right to commence business from the Expansion Space during the
two (2) month period commencing from the date of Substantial Completion of the Landlord Work
(as such, terms are defined in Exhibit "C" attached hereto) in the Expansion Space (the
"Beneficial Occupancy Period"). All of the terms and conditions of the Lease (as amended) shall
apply during the Beneficial Occupancy Period, with the exception of Tenant's obligation to pay
Base Rent and Tenant's Pro Rata Share of Expenses and Taxes for the Expansion Space.
Tenant shall continue to pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes for
the Existing Premises during the Beneficial Occupancy Period. The commencement of the
Beneficial Occupancy Period is anticipated to occur on or about June 1, 2024.
4. Extended Lease Term. The Term of the Lease is hereby extended through the
date that is seventy-two (72) months after the Expansion Commencement Date ("Now Expiration
Date"), provided, however, that if the Expansion Commencement Date is a date other than the
first (1 st) day of a month, the New Expiration Date shall be the last day of the month that is seventy-
two (72) full calendar months after the month in which the Expansion Commencement Date falls.
The period from Expansion Commencement Date through the New Expiration Date specified
above, shall be referred to herein as the "New Term." Tenant shall not have any right to extend
the Lease beyond the New Term. Rider Nos. 1, 2 and 3 of the Original Lease shall hereby be
null and void.
5. Monthly Base Rent as to the Expansion Space. Notwithstanding anything to the
contrary in the Lease, Tenant shall pay subject to abatement pursuant to Section 6 below, monthly
Base Rent during the New Term for the Expansion Space as follows:
Period Monthly Base Rent
Expansion Commencement Date
— 12th full calendar month of New
Term $3,213.00
Months 13 — 24 of New Term $3,304.80
Months 25 — 36 of New Term $3,406.80
Months 37 — 48 of New Term $3,508.80
Monthly Base Rent
Per Rentable Sguare
Foot
$3.15
$3.24
$3.34
$3.44
SECOND AMENDMENT TO LEASE
SECADA MEDICAL -2- 8-7
4880-4866-1409.4
Months 49 — 60 of New Term $3,621.00 $3.55
Months 61 — 72 of New Term $3,723.00 $3.65
6. Base Rent Abatement as to the Expansion Space . Notwithstanding anything to
the contrary contained in the Lease or in this Second Amendment, and provided that Tenant is
not in Default as to the terms and conditions of the Lease, as amended by this Second
Amendment, Landlord hereby agrees to, abate Tenant's obligation to pay monthly Base Rent for
the Expansion Space for the first six (6) full calendar months of the New Term ("Expansion
Space Abatement"). During such abatement period, Tenant shall still be responsible for the
payment of all of its other monetary obligations under the Lease, as amended by this Second
Amendment including, without limitation, the payment of Base Rent for the Existing Premises. In
the event of a default by Tenant under the terms of the Lease, as amended by this Second
Amendment, that results in early termination pursuant to the provisions of Section 19 of the
Original Lease, then as a part of the recovery set forth in Section 19 of the Original Lease (but
only to the extent Landlord is not otherwise made whole through the recovery of leasehold
damages), Landlord shall be entitled to the recovery of the monthly Base Rent that was abated
under the provisions of this Section 6. Tenant has elected to convert, on a dollar -for -dollar basis,
a total amount of Six Thousand Four Hundred Twenty -Six and 00/100 Dollars ($6,426.00) of the
Expansion Space Abatement into additional Allowance funds amounts to be used with respect to
the Landlord Work (as defined in Exhibit C).
7. Monthly Base Rent as to the Existing Premises. Tenant shall continue to pay
monthly Base Rent for the Existing Premises as the rate set forth in the Lease through April 30,
2025. From and after May 1, 2025, Tenant shall pay subject to abatement pursuant to Section 8
below, monthly Base Rent for the Existing Premises as follows:
Monthly Base Rent
Per Rentable Square
Period Monthly Base Rent Foot
5/1/25-12 th full calendar month
of New Term
$10,946.25
$3.15
Months 13 — 24 of New Term
$11,259.00
$3.24
Months 25 — 36 of New Term
$11,606.50
$3,34
Months 37 — 48 of New Term
$11,954�00
$3.44
Months 49 — 60 of New Term
$12,336.25
$3.55
Months 61 — 72 of New Term
$12,683.75
$3.65
8. Base Rent Abatement as to the Existing Premises. Notwithstanding anything to
the contrary contained in the Lease or in this Second Amendment, and provided that Tenant is
not in Default as to the terms and conditions of the Lease, as amended by this Second
Amendment, Landlord hereby agrees to abate Tenant's obligation to pay monthly Base Rent for
the Existing Premises for the first full four (4) calendar months of the New Term ("Existing
Promises Abatement"). During such abatement period, Tenant shall still be responsible for the
payment of all of its other monetary obligations under the Lease, as amended by this Second
Amendment including, without limitation, the payment of Base Rent for the Expansion Space. In
SECOND AMENDMENT TO LEASE
SECADA MEDICAL -3- 8-8
4880-4866-1409.4
the event of a default by Tenant under the terms of the Lease, as amended by this Second
Amendment, that results in early termination pursuant to the provisions of Section 19 of the
Original Lease, then as a part of the recovery set forth in Section 19 of the Original Lease (but
only to the extent Landlord is not otherwise made whole through the recovery of leasehold
damages), Landlord shall be entitled to the recovery of the monthly Base Rent that was abated
under the provisions of this Section 8. Tenant has elected to convert, on a dollar -for -dollar basis,
the entire Forty -Eight Thousand Five Hundred Eleven and 00/100 Dollars ($48,511.00) Existing
Premises Abatement into additional Allowance funds to be used with respect to the Landlord Work
(as defined in Exhibit C).
9. Tenant's Pro Rata Share and Base Year. Notwithstanding anything to the contrary
in the Lease, during the New Term, Tenant's Pro Rata Share of any increase in Expenses and
Taxes for the entire Premises shall be 5.42% and the Base Year for the entire Premises shall be
the calendar year 2024. Notwithstanding anything to the contrary contained herein, Tenant shall
not be responsible for paying Landlord any Expense Excess or Tax Excess for the entire Premises
for the first twelve (12) months of the New Term.
10. Expenses and Taxes. Exhibit "B" (Expenses and Taxes) of the Original Lease is
hereby replaced in its entirety with the Exhibit "B" (Expenses and Taxes) that is attached hereto
to this Second Amendment.
11. Tenant Improvements. Landlord shall perform the improvements in the Premises
pursuant to the Work Letter attached hereto as Exhibit "C". Tenant hereby acknowledges that
Landlord will be performing such improvement work during the current Lease Term, and
Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor
shall Tenant be entitled to any abatement of Rent in connection therewith.
12. Parking. Effective as of the Expansion Commencement Date and continuing
throughout the New Term, in lieu of the parking passes provided to Tenant in the Lease, Tenant
shall have the right to utilize up to fourteen (14) parking passes for unreserved parking spaces in
the Building's parking areas at the following Parking Fees: (a) free for the first thirty-six (36)
months of the New Term; and (b) $50.00 per unreserved parking pass per month thereafter. As
part of the foregoing allocation, Tenant may permanently convert (on a one-to-one basis) up to
three (3) of Tenant's unreserved parking passes to reserved spaces at $75.00 per reserved space
per month in locations to be mutually agreed upon by Landlord and Tenant. Except as otherwise
provided in this Section 12, Tenant's use of such parking passes shall be in accordance with, and
subject to, all provisions of Sections 1. 12 and 28 of the Original Lease.
13. Notice of New Term Dates. Landlord may deliver to Tenant a commencement
letter in a form substantially similar to that attached hereto as Exhibit "D" and made a part hereof
at any time after the Expansion Commencement Date, Tenant agrees to execute and return to
Landlord said commencement letter within five (5) days after Tenant's receipt thereof.
14. Security Deposit. Tenant has previously deposited with Landlord $13,722.78 as a
Security Deposit under the Lease, Concurrently with Tenant's execution of this Second
Amendment, Tenant shall deposit with Landlord an additional $4,324.65, for a total Security
Deposit under the Lease, as amended herein of $18,047.43. Landlord shall continue to hold the
Security Deposit as increased herein in accordance with the terms and conditions of Section 5 of
the Original Lease.
SECOND AMENDMENT TO LEASE
SECADA MEDICAL -4- 8-9
4880-4866-1409.4
16. California Certified Access Specialist Inspection. Pursuant to California Civil Code
§ 1938, Landlord hereby states that the Premises have undergone inspection by a Certified
Access Specialist (CASp) (defined in California Civil Code § 55.52). Tenant hereby
acknowledges that it has been provided a copy of the CASp inspection report at least forty-
eight(48) hours prior to the execution of this Second Amendment and Tenant agrees that
information in the report shall remain confidential, except as necessary for Tenant to complete
repairs and corrections of violations of construction -related accessibility standards in the
Premises. The cost of making any repairs necessary to correct violations of construction -related
accessibility standards indicated by the CASp report will be shared by Tenant and Landlord as
more specifically set forth in Exhibit "C" (Work Letter) attached hereto. Tenant shall be
responsible for ensuring the Premises are in compliance with access laws (including but not
limited to the Americans with Disabilities Act and its related regulations and the California Building
Code, Title 24 of the California Code of Regulations) (collectively, "Accessibility -Related Laws").
16. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date
of this Second Amendment, to Tenant's knowledge, Tenant is in full compliance with all terms,
covenants and conditions of the Lease and that there are no breaches or defaults under the Lease
by Landlord or Tenant, and that Tenant knows of no events or circumstances which, given the
passage of time, would constitute a default under the Lease by either Landlord or Tenant.
17. Brokers. Each party represents and warrants to the other that no broker, agent or
finder negotiated or was instrumental in negotiating or consummating this Second Amendment
other than CBRE, Inc. (Matt Didier and Jessie Tichelaar) who represented Landlord in connection
with this Second Amendment and CBRE, Inc. (David Ellis and Austin Kanzler) who represented
Tenant in connection with this Second Amendment. Each party further agrees to defend,
indemnify and hold harmless the other party from and against any claim for commission or finder's
fee by any other person or entity who claims or alleges that they were retained or engaged by the
first party or at the request of such party in connection with this Second Amendment.
18, Landlord's Notice Addresses. From and after the date of this Second Amendment,
notices to Landlord under the Lease (as amended) shall be sent to the following addresses:
City of Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
LPC West, Inc.
Attn: Parke Miller
4041 MacArthur Boulevard, Suite 500
Newport Beach, CA 92660
19. Attorneys' Fees. Section 27.01 of the Lease is hereby deleted in its entirety and
replaced with the following:
" 27.01 Costs and Expenses; No Waiver. If either party institutes a suit against the
other for violation of or to enforce any covenant, term or condition of this Lease,
the prevailing party shall NOT be entitled any costs, expenses, or attorneys'fees.
Either party's failure to declare a default immediate upon its occurrence, or delay
in taking action for a default shall not constitute a waiver of the default, nor shall it
constitute an estoppel."
SECOND AMENDMENT TO LEASE
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4880-4866-1409.4
20. Signing Authority. The individual(s) executing this Second Amendment on behalf
of Tenant hereby represent and warrant that Tenant is a duly formed and existing entity qualified
to do business in the State of California and that Tenant has full right and authority to execute
and deliver this Second Amendment and the person(s) signing on behalf of Tenant are authorized
to do so.
21. Counterparts; Electronic Delivery. This Second Amendment may be executed in
one or more counterparts, each of which shall constitute an original and all of which s1hall be one
and the same agreement. If a variation or discrepancy among counterparts occurs, the copy of
this Second Amendment in Landlord's possession shall control. Execution of this Second
Amendment as well as any and all other documents and instruments required under the terms of
the Lease or to amend its terms shall require handwritten, "wet" signatures. Notwithstanding
Section 30 of the Lease, the parties may not exchange counterpart signatures by facsimile or
electronic transmission and electronic or digital signatures shall not be valid.
22. No Further Modification. Except as set forth in this Second Amendment, all of the
terms and provisions of the Lease shall apply during the New Term and shall remain unmodified
and in full force and effect. Effective as of the date hereof, all references to the "Lease" shall refer
to the Lease as amended by this Second Amendment.
(Signatures on the following page)
SECOND AMENDMENT TO LEASE
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4880-4866-1409.4
IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and
year first above written.
"LANDLORD"
ATTEST:
By:
Leilani 1. Brown, City Clerk
APPROVED AS TO FORM:
By: —�f ) — k04,
Aaro arp, Citottorney
T � I I'l I 30-kD�-
"TENANT"
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
In
Grace K Leung, City Manager
SECADA MEDICAL, LLC,
a California limited liability company dba Ventris
Medical
By:
Print Name:
Title:
By:
Print Name:
Title:
This Second Amendment must be signed by two (2) officers of Tenant: one being the chairman
of the board, the president or a vice president, and the other being the secretary, an assistant
secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two
(2) of the foregoing capacities, that individual must sign twice; once as one officer and again as
the other officer.
SECOND AMENDMENT TO LEASE
SECADA MEDICAL -7- 8-12
4880-4866-1409.4
IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and
year first above written.
"LANDLORD"
ATTEST:
By:
Leilani 1, Brown, City Clerk
APPROVED AS TO FORM:
By:
Aa Harp, CityLAttorney
LPI I Ll
"TENANT"
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
M
Grace K Leung, City Manager
SECADA MEDI
a California lirnf*
M dica4
B
Print N
Title -
By:
Print Na4Ie:
�, LLC,
'a�' a Ventris
Co. Y-,
Cook,
Title: �-� K0(,A1xW-
This Second Amendment must be signed by two (2) officers of Tenant: one being the chairman
of the board, the president or a vice president, and the other being the secretary, an assistant
secretary, the chief financial officer or an assistant treasurer. If one (1) individual is signing in two
(2) of the foregoing capacities, that individual must sign twice; once as one officer and again as
the other officer.
SECOND AMENDMENT TO LEASE
SECADA MEDICAL -7-
48SOA866-1409.4
8-13
EXHIBIT "A"
OUTLINE OF EXPANSION SPACE
This Exhibit "A" is provided for informational purposes only and is intended to be only an
approximation of the layout of the Expansion Space and shall not be deemed to constitute any
representation by Landlord as to the exact layout, size or configuration of the Expansion Space.
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8-14
4880-4866-1409.4
EXHIBIT "B"
EXPENSES AND TAXES
This Exhibit is attached to and made a part of the Lease by and between THE CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("Landlord") and
SECADA MEDICAL, LLC, a California limited liability company ("Tenant") for space in the
Building located at 1201 Dove Street, Newport Beach, California.
Payments.
1,01 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which
Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base
Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined below) for
each calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If
Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for
the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that
calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the
Expense Excess and of the Tax Excess for each calendar year during the Term. On or before
the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one -
twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax
Excess. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon
the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess
or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly
installments based on the previous year's estimate(s) until Landlord provides Tenant with the new
estimate. The failure of Landlord to timely furnish any such statement for any year shall not
preclude Landlord from enforcing its rights to collect any Expense Excess or Tax Excess under
this Section.
1,02 As soon as is practical following the end of each calendar year, Landlord shall
furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes
and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax
Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess,
as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund
or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided
if the Term expires before the determination of the overpayment, Landlord shall refund any
overpayment to.Tenant after first deducting the amount of Rent due. If the estimated Expense
Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense
Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord,
within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the
prior calendar year.
Expenses.
2.01 "Expenses" means all costs and expenses incurred in each calendar year in
connection with operating, maintaining, repairing, and managing the Project and the Property.
Expenses include, without limitation: (a) all labor and labor related costs, including wages,
salaries, bonuses, taxes, insurance, uniforms, training, retirement plans, pension plans and other
employee benefits; (b) management fees; (c) the cost of equipping, staffing and operating an on -
site and/or off -site management office for the Project, provided if the management office services
1 or more other buildings or properties, the shared costs and expenses of equipping, staffing and
EXHIBIT B
-2-
4880-4866-1409.4
8-15
operating such management office(s) shall be equitably prorated and apportioned between the
Building and/or the other buildings or properties within or outside the Property, as applicable;
(d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools
and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs;
(i) [deleted] (j) the cost of landscaping, relamping, and all supplies, tools, equipment and materials
used in the operation, repair and maintenance of the Property, or any portion thereof,
(k) operation, repair, maintenance, renovation, replacement and restoration of all systems and
equipment and components thereof of the Property, (1) the cost of janitorial, alarm, security and
other services, (m) payments under any easement, license, operating agreement, declaration,
restrictive covenant, or instrument pertaining to the sharing of costs by the Property; (n) costs of
any additional services not provided to the Property as of the Commencement Date but which are
thereafter provided by Landlord in connection with its prudent management of the Property; and
(o) the amortized cost of capital improvements (as distinguished from replacement parts or
components installed in the ordinary course of business) made subsequent to the Base Year.
The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback
Period (defined below) or the useful life of the capital improvement as reasonably determined by
Landlord. The amortized cost of capital improvements may, at Landlord's option, include actual
or imputed interest at the rate that Landlord would reasonably be required to pay to finance the
cost of the capital improvement. "Payback Period" means the reasonably estimated period of
time that it takes for the cost savings resulting from a capital improvement to equal the total cost
of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly
perform, provide and be compensated for any services under this Lease. If Landlord incurs
Expenses for the Building, the Project or the Property together with 1 or more other buildings or
properties, whether pursuant to a reciprocal easement agreement, common area agreement or
otherwise, the shared costs and expenses shall be equitably prorated and apportioned between
the Building, the Project and the Property, and the other buildings or properties. Expenses for
the Base Year shall include market -wide cost increases (including utility rate increases) due to
extraordinary circumstances, including, but not limited to, Force Majeure, boycotts, strikes,
conservation surcharges, embargoes or shortages, or amortized costs; provided, however, that
at such time as any such particular assessments, charges, costs or fees are no longer included
in Expenses, such particular assessments, charges, costs or fees shall be excluded from the
Base Year calculation of Expenses.
2.02 Expenses shall not include: (A) costs of leasing commissions, attorneys'fees and
other costs and expenses incurred in connection with negotiations or disputes with present or
prospective tenants or other occupants of the Building; (B) costs (including permit, license and
inspection costs) incurred in renovating or otherwise improving, decorating or redecorating usable
space for other tenants or vacant rentable space; (C) cost of utilities or services sold to Tenant or
others for which Landlord is entitled to and actually receives reimbursement (other than through
any operating cost reimbursement provision identical or substantially similar to the provisions set
forth in this Lease); (D) except as otherwise specifically provided in this Section 2, costs incurred
by Landlord for capital repairs, improvements, equipment and alterations to the Building which
are considered capital improvements and replacements under generally accepted accounting
principles, consistently applied; (E) costs of services or other benefits which are either not offered
to Tenant or for which Tenant is charged directly, but which are provided to other tenants of the
Building without a separate charge; (F) costs of overhead or profit increment paid to Landlord or
to subsidiaries or affiliates of Landlord for services in or in connection with the Building to the
extent the same exceeds the cost of such services which could be obtained from third parties on
a competitive basis; (G) except as otherwise specifically provided herein, costs of interest on debt
or amortization on any mortgages, and rent and other charges, costs and expenses payable under
any mortgage, if any; (H) costs of any compensation and employee benefits paid to clerks,
EXHIBIT B
-3-
4880-4866-1409.4
8-16
attendants or other persons in a commercial concession operated by Landlord; (1) marketing
costs, legal fees, space planner's fees, and advertising and promotional expenses and brokerage
fees incurred in connection with the original development, subsequent improvement, or original
or future leasing of the Building; (J) costs of electrical power for tenant spaces for which Tenant
directly contracts with and pays a local public service company; (K) any bad debt loss, rent loss,
or reserves for bad debts or rent loss; (L) costs associated with the operation of the business of
the partnership or entity which constitutes the Landlord including costs of partnership accounting
and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of
the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating
any of the Landlord's interest in the Building, and costs incurred in connection with any disputes
between Landlord and its employees, between Landlord and Building management, or between
Landlord and other tenants or occupants, and Landlord's general corporate overhead and general
and administrative expenses; (M) the wages and benefits of any employee who does not devote
substantially all of his or her employed time to the Building unless such wages and benefits are
prorated to reflect time spent on operating and managing the Building vis-A-vis time spent on
matters unrelated to operating and managing the Building; provided, that in no event shall
Expenses for purposes of this Lease include wages and/or benefits attributable to personnel
above the level of general manager; and (N) costs incurred to comply with laws relating to
Hazardous Material, which was in existence in the Building prior to the Commencement Date,
and was of such a nature that a federal, State or municipal governmental authority, if it had then
had knowledge of the presence of such Hazardous Material, in the state, and under the conditions
that it then existed in the Building, would have then required the removal of such Hazardous
Material or other remedial or containment action with respect thereto.
2.03 If at any time during a calendar year the Building is not at least 95% occupied or
Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the
Building, Expenses shall, at Landlord's option, be determined as if the Building had been 95%
occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of
the Building. If Expenses for a calendar year are determined as provided in the prior sentence,
Expenses for the Base Year shall also be determined in such manner.
3. "Taxes" shall mean: (a) all real property taxes and other assessments on the Building,
the Project and/or Property, including, but not limited to, gross receipts taxes, assessments for
special improvement districts and building improvement districts, governmental charges, fees and
assessments for police, fire, traffic mitigation or other governmental service of purported benefit
to the Property, taxes and assessments levied in substitution or supplementation in whole or in
part of any such taxes and assessments and the Property's share of any real estate taxes and
assessments under any reciprocal easement agreement, common area agreement or similar
agreement as to the Property; (b) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of the Property; and
(c) all costs and fees incurred in connection with seeking reductions in any tax liabilities described
in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review
and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy,
capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the
Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that
year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based
on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the
Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed,
Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the
Tax Excess within 30 days after Tenant's receipt of a statement from Landlord.
EXHIBIT B
-4-
4880-4866-1409.4
8-17
3.01 Payment of Taxes. Tenant shall pay all taxes applicable to this Lease, fixtures and
Tenant's personal property on the Premises that are levied or assessed against Tenant during
the Term. Taxes shall be paid at least ten (10) days before delinquency and before any fine,
interest or penalty is due or imposed by operation of law. Tenant shall, upon request, promptly
furnish to Landlord satisfactory evidence of payment. Tenant acknowledges that this Lease may
create a possessory interest subject to property taxation and that Tenant may be subject to the
payment of property taxes levied on such interest. Tenant shall pay before delinquency all Taxes
that are levied or assessed against Tenant's interest in the Premises or any personal property
installed on the Premises.
3.02 Payment of Obligations, Tenant shall p romptly pay, when due, any and all bills,
debts, liabilities and obligations incurred by Tenant in connection with Tenant's occupation and
use of the Premises.
3.03 Challenge to Taxes. Tenant shall have the right in good faith, at its sole cost and
expense, to contest the amount or legality of any Taxes on or attributable to this Lease, the
Premises, Tenant's personal property, or Tenant's occupation and use of the Premises, including
the right to apply for reduction. If Tenant seeks a reduction or contests such taxes, Tenant's failure
to pay the taxes shall not constitute a default as long as Tenant complies with the provisions of
this Section, City shall not be required to join in any proceeding or contest brought by Tenant
unless the provisions of any Law require that the proceeding or contest be brought by or in the
name of City or any owner of the Premises. In that case, City shall join in the proceeding or contest
or permit it to be brought in City's name as long as City is not required to bear any cost. If
requested by Tenant, City shall execute any instrument or document necessary or advisable in
connection with the proceeding or contest. Tenant, on final determination of the proceeding or
contest, shall immediately pay or discharge any decision or judgment rendered, together with all
related costs, charges, interest and penalties. Tenant shall indemnify, defend and hold harmless
City, including its City Council, appointed and elected officers, boards and commissions,
employees, agents and volunteers, from and against any liability, claim, demand, penalty, cost or
expense arising out of or in connection with any contest by Tenant pursuant to this Section.
4. Landlord's Books and Records, Within sixty (60) days after receipt of an expense
statement by Tenant, if Tenant disputes the amount of Expenses set forth in the statement, an
independent certified public accountant (which accountant is a member of a regionally recognized
accounting firm and is not working on a contingency fee basis), designated and paid for by Tenant,
may, after reasonable notice to Landlord and at reasonable times, one time inspect Landlord's
records with respect to the statement at Landlord's offices. If within thirty (30) days after such
inspection, Tenant notifies Landlord in writing that Tenant still disputes such Expenses, a final,
binding determination as to the proper amount shall be made, at Tenant's expense, by an
independent certified public accountant (the "Accountant") selected by Landlord and reasonably
approved by Tenant; provided that if such determination by the Accountant proves that Expenses
were overstated by more than five percent (5%), then the cost of the Accountant and the cost of
such determination shall be paid for by Landlord,
EXHIBIT B
-5-
4880-4866-1409.4
8-18
EXHIBIT "C"
WORK LETTER
(TURN KEY ALLOWANCE CAP)
This Exhibit is attached to and made a part of the Second Amendment to Lease by and
between THE CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("Landlord") and SECADA MEDICAL, LLC, a California limited liability company ("Tenant") for
space in the Building located at 1201 Dove Street, Newport Beach, California.
Landlord, at its sole cost and expense, up to the amount of the Allowance as
referenced below (subject to the terms and provisions of this Section I and
Section 2 below), shall perform improvements to the Premises in accordance with
the demolition plan and space plan attached hereto as Schedule I prepared by
Spaces Planning & Design Inc. dated April 19, 2023 (collectively, the "Space
Plan") using Building standard methods, materials and finishes except as
otherwise specifically noted on the Space Plan. The improvements to be
performed in accordance with the Space Plan are hereinafter referred to as the
"Landlord Work". Notwithstanding anything to the contrary herein, Tenant
acknowledges and agrees that Landlord shall not be obligated to pay more than
$112,375.00 (calculated at a rate of $25.00 per rentable square foot of the
Premises) (the "Allowance") to complete the Landlord Work, and Tenant shall pay
to Landlord (within ten (10) business days after invoice therefor) the amount of any
actual and reasonable costs incurred by Landlord to complete the Landlord Work
in excess of the Allowance. It is further understood and agreed that in no event
shall the Allowance be used or applied to costs of design and construction of any
server rooms, computer or phone rooms, and/or any other improvements with non -
Building standard improvements, materials and/or quantities (collectively, the
"Overstandard Improvements"), and all costs relating to designing and
constructing such Overstandard Improvements will be at Tenant's sole cost and
expense and shall require Landlord's prior approval. Prior to commencement of
construction of the Landlord Work, Tenant shall pay to Landlord all costs related
to the Overstandard Improvements, and the expected costs of the Landlord Work
exceeding the Allowance. Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord. In addition,
Landlord shall have the right to select and/or approve of any subcontractors used
in connection with the Landlord Work. The costs of the Landlord Work shall include
any and all architectural fees, engineering fees, city permits, a general contractor's
fee, and a construction management fee paid to Landlord's construction manager
in the amount of three percent (3%) of the total cost of the Landlord Work. Any
portion of the Allowance that is not used on or before December 31, 2024
("Allowance Deadline") shall be forfeited to Landlord.
2. All other work and upgrades requested by Tenant shall be subject to Landlord's
approval, shall be at Tenant's sole cost and expense plus any applicable state
sales or use tax thereon and a construction management fee payable to Landlord
equal to three percent (3%) of the total cost of such work and upgrades, all payable
upon demand as Additional Rent.
EXHIBIT C
-I-
4880-4866-1409.4
8-19
3. Tenant shall have the right to request Landlord, which request must be made no
later than five (5) business days following full execution of the Lease, that the
Landlord Work be competitively bid by no less than three (3) qualified general
contractors. If Tenant properly requests such bidding, the general contractor that
shall construct the Landlord Work shall be a contractor selected pursuant to the
following procedure. The Landlord Work shall be submitted by Landlord to three
(3) general contractors selected by Landlord. Each such general contractor shall
be invited to submit a sealed, fixed price contract bid (on such bid form as Landlord
shall designate) to construct the Landlord Work. Each general contractor shall be
notified in the bid package of the time schedule for construction of the Landlord
Work. The subcontractors utilized by the general contractor shall be subject to
Landlord's reasonable approval and the bidding instructions shall provide that as
to work affecting the structure of the Building and/or the systems and equipment
of the Building, Landlord shall be entitled to designate the subcontractors. The
bids shall be submitted promptly to Landlord and a reconciliation shall be
performed by Landlord to adjust inconsistent or incorrect assumptions so that a
like -kind comparison can be made and a low bidder determined. Landlord shall
select the general contractor who shall be the lowest bidder and who states that it
will be able to meet Landlord's construction schedule.
4, Landlord's supervision or performance of any work for or on behalf of Tenant shall
not be deemed to be a representation by Landlord that such work complies with
applicable insurance requirements, building codes, ordinances, laws or regulations
or that the improvements constructed will be adequate for Tenant's use.
5. Landlord and Tenant agree to cooperate with each other in order to enable the
Landlord Work to be performed in a timely manner and with as little inconvenience
to the operation of Tenant's business as is reasonably possible. Notwithstanding
anything herein to the contrary, any delay in the completion of the Landlord Work
or inconvenience suffered by Tenant during the performance of the Landlord Work
shall not subject Landlord to any liability for any loss or damage resulting therefrom
or entitle Tenant to any credit, abatement, or adjustment of Rent or other sums
payable under the Lease.
6. The Landlord Work shall not include any of Tenant's trade fixtures, equipment,
furniture, furnishings, telephone and data equipment, or other personal property.
Tenant shall assume full responsibility to ensure that all items associated with the
Landlord Work are adequate to fully meet the requirements of Tenant's intended
use of the Premises.
7. If Tenant uses less than the Allowance for the Landlord Work, Tenant may request
in a written notice ("Rent Credit Notice") delivered to Landlord on or before
Allowance Deadline, that the lesser of (a) any unused portion of the Allowance or
(b) $44,950.00 (calculated at a rate of $10.00 per rentable square foot of the total
of the Existing Premises and Expansion Space) be applied as a credit against
Tenant's Base Rent obligations. If Tenant timely and properly delivers the Rent
Credit Notice to Landlord, the credit against Base Rent shall commence on the
EXHIBIT C
-2-
4880-4866-1409.4
8-20
later of (i) the first day of the calendar month following the delivery of the Rent
Credit Notice to Landlord or (ii) the expiration of the Abatement Period, Any portion
of the Allowance that is not so requested by Tenant on or before the Allowance
Deadline shall be forfeited to Landlord.
8. Landlord will not be responsible for moving any of Tenant's furniture or equipment
in connection with the performance of the Landlord Work, and Tenant shall be
solely responsible for such furniture and equipment, Tenant hereby acknowledges
that Landlord will be performing the Landlord Work during the Lease Term, and
Landlord's performance of such work shall not be deemed a constructive eviction
of Tenant, nor shall Tenant be entitled to any abatement of rent in connection
therewith.
9. This Exhibit shall not be deemed applicable to any additional space added to the
Premises at any time or from time to time, whether by any options under the Lease
or otherwise, or to any portion of the original Premises or any additions to the
Premises in the event of a renewal or extension of the Term of the Lease, whether
by any options under the Lease or otherwise, unless expressly so provided in the
Lease.
10. For purposes of determining the commencement of the Beneficial Occupancy
Period (pursuant to Section 3 of the Second Amendment), "Substantial
Completion" of the Landlord Work shall constitute the completion of the Landlord
Work in the Expansion Space pursuant to the Space Plan, with the exception of
any punch list items that do not materially and adversely affect Tenant's use and
occupancy of the Expansion Space. If Landlord is delayed in the performance of
the Landlord Work as a result of the acts or omissions of Tenant or its employees,
agents or contractors, including, without limitation, changes requested by Tenant
to the Space Plan, Tenant's failure to comply with any of its obligations under the
Lease (as amended), or the specification of any materials or equipment with long
lead times (each a "Tenant Delay"), Substantial Completion of the Landlord Work
shall be deemed to be on the date that Substantial Completion could reasonably
have been expected to occur absent any Tenant Delay.
11. Tenant shall bear the cost of making any repairs necessary to correct violations of
construction -related accessibility standards indicated by the CASp report with
respect to the Premises. Tenant may use any unused portion of the Allowance for
the costs of such work, provided that the scope of such work shall be subject to
Landlord's prior written approval. Landlord shall bear the cost of making any
repairs necessary to correct violations of construction -related accessibility
standards indicated by the CASp report with respect to the Common Areas of the
Property. The Allowance shall be reduced by an amount equal to the costs of such
work performed by Landlord.
EXHIBIT C
-3-
4880-4866-1409.4
8-21
SCHEDULE 1 TO EXHIBIT "C"
SPACE PLAN
............ ....... .............. ........
AREA OF PERMIT SUITE 470
EXHIBIT C
-4-
4880-4866-1409.4
8-22
AREA OF PERMIT SUITE 470
SPACE PLAN LEGEND
FXISTING WALLS TO REMAIN
NEW NON INSULATED WALL
TO CEILING GRID
NEW INSULATED WALL
TO CEILING RID
— — — — — — — — DEMO EXISTING WALL/IIEMS
OCCUPIED. NO
3B TELEPHONE BACKDOARD
DUPLFX WALL OUTLET
DUPLEX WALL OOTLET—SEPARATE CIRCUIT
qA:k—
'F QUADURAPLEX WALL OUTLET
E
EXISTING
En
EXISTING TO BE RELOCATED
R
RELOCATED
D
DEMOLISH
N
NEW
TYP.
TYPICAL THROUGHOUT SUITE
;o"O TELEPHONE AND/OR DATA OUTLET,
3/4" CONDUIT
FLUSH FLOOR OUTLET FOR POWER & TELE/DATA
FE FIRE EXTINGUISHER
ALL ITEMS EXISTING TO
PHASES:l
EXHIBIT C
-5-
4880-4866-1409.4
8-23
I
KEY NOTES
PROVIDE NEW EXIT SIGN SIGNS IN AREA OF CONSTRUCTION TO MATCH
FXISTlNO SUITE,
K02 RELOCATE EXISIING 24/7 SUPPLEMENTAL AIR UNIT WITH ZONE/VAV
BOX/T-STAT TO NEW STORAGE ROOM. MEDICAL STORAGE MUST MAINTAIN A
TEMPERATURE CONTROLLED ROOM.
DEMO EXISTING CEILING GRID, TILE AND LIGHT FIXTURES IN EXPANSION SPACE.
8 INSTALL NEW CEILING GRID, TILE AND LIGHT FIXTURES IN rXPANSION SPACE
11 TO MATCH EXISTING SUITE AND HEIGHT ALIGNMENT.
PATCH, REPAIR & PREP WALLS FOR NLW FINISH WHERE DEMO OCCURS.
106 RE -SWITCH LIGHTS IN OPEN OFFICE AREAS.
(4-1) RELOCATE AND/OR ADD/SIJ8TRACT FIRE SPRINKLERS PER NEW LAYOUT.
NEW FLOOR FINISHES THROUGHOUT AREA OF CONSTRUCTION TO MATCH
EXISTING: POLISH CONCRETE FLOORS IN OPEN SPACES AND PATH WAYS WITH
BASE. NEW CARPET, BASE MID PAINT IN PRIVATE OFFICES,
09 NEW PAINT THROUGHOUT AREA OF CONSTRUCTION AND EXISTING SUrrE.
(1��16)ALL DOORS TO HAVE ADA. COMPLJANr LEVER HARDWARE, HINGES AND DOOR
_9 `,'�70PS.
ALL OLTrLETS/PLATES AND SWITCHES/PLATES TO MATCH EXISTING COLOR
"WHITE" TO BE UNIFORM THROUGHOUT SUITE. PROVIDE NEW AS NEEDED.
ALL TACTILE EXIT SIGNS 70 BE BLACK AND WHITE ONLY.
EEXISTING 20 MINUTE RATED WOOD DOORS TO BE RE -STAINED TO MATCH
93 EXISTING SUITE, FRAMES AND HARDWARE TO MATCH EXISTING SUITE.
(KDI. RELOCATE STORAGE ROOM DOOR WITH RRAME & HARDWARE.
E)� NEW COORS, FRAMES, AND HARDWARE TO MATCH EXISTING SUITE.
NEW SIDE LIGHTS; HEIGHT AND WIDTH WITH FRAMES 71.) MATCH EXISTING SUITE
� NEW MILLWORK; UPPER & LOWER CABINETS WITH SOLID SURFACE COUNTER
�9TO MATCH MILLWORK THAT IS TO BE DEMO'D IN OLD STORAGE ROOM.
THE NEW MILLWORK IS TO BE DESIGN AND CONSTRUCTED "ABOVE STANDARD"
TO MATCH THE CONSTRUCTION OF THE MILLWORK IN THE EXISTING WORK
ROOM.
(1�8) SUITE TO BE ENGINEERED MEET 2022 C.B.C.-TITLE 24;
LIGHT FIXTURES TO BE DAY -LIGHTING AND DIMMABLE WITH OCCUPANT
SENSORS WITH NEW CONTROLS,
(1�113 EXT[DRIOR WINDOW BLINDS IN EXPANSION AREA TO MATCH EXISTING SUITE.
EXHIBIT C
-6-
4880-4866-1409.4
I-Mll
BUILDING STANDARD NOTES:
1 , �ERIFYING 7XISTING CONDITONS - BEFORE SUBMITTING BID, O.C. SHALL BECOME
THOROUGHC� FAMILIAR WITF ACTUAL EXISTING CONDITIONS AT THE BUILDING. THE INTENT OF
THE WORK IS SHOWN ON THE DRAWINGS AND DESCRIBED HEREINAFTER, W( TAE AC- 0-
SUBMITTING A BID PROPOSAL --OR WORK, THE C04TRACIOR $FALL BE DEEMED TO HAVE
MADE SJOH A STUDY AND E-XAMIRATION AND TO ACCEPT ALL CONDIT*IONS 21RESENT AT THE
SITE. NO REQUEST FOR ADDI-IONAL P"MENT SH'%LL BE CONSIDERED VALID, DUE TO
FAILURE TO ALLOW FOR CONDITIONS WHICH MAY EXIST.
2. ALL SU13CONTRAMORS $HA-L BE CITY AND STATE LICENSED.
3. ALL DOORS SHALL BE HANDICAPPED ACCESSIBLE: FLOOR OR LANDING SHALL NOI- B:*
MDR:: T AN '1 /2" BELOW TI IRESI IDLr. MAXIMUM EFFORT TO OPEN rOORS ; 31 IALL NOT
FX('FFD 5 1 PIS, (FXIT I)nOR5-,) A, 5 1 Rq (INTFRIOP DOORR). DOOR.(; -,HAI I rOMPI Y WIT-4
THE 2022 C.6,C.
4. rtJR[IC.' CORRIDORS SHA I FIF OF ONF—IOtIR CONSTRUCTIOM WITF DOOR 0PFNINrR
PRO-EC-ED WITH 20 MINUTE SELF —CLOSING AND _ATCHING ASSEMBLIES ANE SMOKE SEA-S.
IF RATING 15 RECUIRED.
5. ALL EXI'571HO HANDICAPPED FACILTIES SHALL MEET OR COMPLY WITH TIRE 24 HANDICAPPED
AGGESSIBILTY' REQUIREMEN-S.
6. G.C. TO VERIFY I-NAC CONDITIONS/ZONING WITH BUILDING ENGINEER TO ENSURE ADEQUACY
OF LXIbIING UNI IS FOR SLI IE. ANY AUDII DNS 10 HVAC EQUIPMEN I SFALL 8L INCLUDED
IN SCOPE AND BID FOR PROPOSED WORK.
7. G.C. TO VERIFY CAPACITY OF EXISTING ELECTRICAL PANEL/ TRANS:'ORMERS IS ADEQUATE
FOR PROPOSED WORK. IF ANY ADDITIONS TO ELEMICAL CAPACITY OF BUILDING IS
REQUIRED IT SHALL BE INCLUDED IN SCOPE AND 810 FOR PROPOSED WORK,
0. ALL EX13TING TELEPIIONF/DATA CABLING 13 TO BE REMOVED BY 00,
9. ALL ELECTRICAL/'IELEDA-A OUTLETS ARE F.XnSING TO REMAIN LION.
10� PATCH AND PAINT DRYWAII WHFRF FMI.VING RFCTRtfl.AI IS TO RF R='MOVFD. RIAHK PIATF.s
SHALL NOT BE PERNITTED.
11. ALI SUSPENDED T—RAR IS FXSTIA.' & NE91.
12. ALL ACOUSTICAL CEILING TLES ARE EXISTING & NEW.
13. PROVIDE BRACING AT CEILING AND TIE WIRES AT FIXTURES TO MEET JBC/BOCA/LOCA_
CODL5� CONFIRM LX61ING (;QNDIIIQN5.
14. ALL SUITES TO RECEIVE TE-EPHONE BACKBOARD /I SEPARATE CIRCUIT/ 1 (ONE) 2'
CONDUF TO EASE BUILDING TELEDHONE, SAND AND RAINT BACKBOARD. 'j.O.N. EXISTING.
15. ALL MILLWORK ENISTNG w NEW IS TO COMPLY WITH TITLE 24 HANUICAPPEo ACCESSIBILITY
REQUIREMENTS.
16. ALL FIRE LIFE SAFETY, TITIE 24 REQUIREMENT COMPLIANCE MUST BE INCLUDED IN BI).
18. ALL LIOIT FIXTURES TO ARE EXISTIND TO REMAIN. O.C. TO ALLOW FOR MINIMUM LICHT
LEVEL OF ONE (1) FIXTURE PER EIOITY (80) SOUARE FEET U.O.N.
19. ALL EXI33TING INTERIOR DOORS TC BE REPAIRED TO AS NEW CONDITION OR REPLACED AS
REQUIRED. NEW DOORS TO MATCH EASTING 114 MANIUFAC7-URER, STYLE AND FINISH.
CONTRA(�TOR TO CHECK BLILONG STOCK IF NEW DOORS REQUIRE). DUE TO ENVIRONMENTA_
IAZM'�DS NO DOORS ARE TO DE [-INSIIED ON SITE.
20. ALL WALLS EASTING, SHELL OR NEW TO BE REPAIRED 10 AS NEVI CONDITION. PREP, PATCH
& PAINT. TWO (2) COATS TO 9NISH, O'YER ONE (1) COAT DF' PRIME,
21. ALL EXTERIOR WINDCM( COVER14GS ARE EXISTING TO REMAIN U.O.N. REPAIR OR REPLACE Ala'
REQUIRED. ALL EXIST114G ININDOW COVERNGS TO HE CLEANED.
22� ALL OFFICES TO IAVE A MINIMUM OF '11110 DUPLEX OUTLETS, ONE TELEPHONE OUTLET AND
ONE DATA OUTLE7, L�.O,N, ALL OUTLET COVERS TO MATCH.
23. ALL ARCHIIECTURAL AND ENGINEERING COCUMENTS TO BE PRCDUCED ON AJTC`CAD,
IlROPERIY 0AANAG:.R/F_NL;INLF_RS 10 RECEIVE A COPY OF IHE CCMP-EIED DISCS,
24, FURNITURE IS A SCHEMATIC LAYOUT AND FOR REFERENCE ONLY, -ENANT TC PROVIDE.
TENANT'S FURNITURE VENDOR TO PROVIDE EXACT LOCATONS & SZES FOR OUTLET$
& FURNITURE WHIPS. G.C. TO MAKE FINAL CONNECTS.
25. TENANT AND IENANT'S SUBCONTRACTOR ARE RESPONSID-E FOR INSTALLATIO14 OF TELE—DATA
CA13LING TO OZ PLENUM RATED AND SU3PENDED FROM THE STRUCTURE ABOVE. CABLING
MAY NCrT RES_ ON THE CEILING GRID OR BE ATTACHED TO ANY OTHER ELEME14TS ABOVE
THE CEILING , GRIC EXCEPT THE STRUCTURE ABOVE. NO CABLE BEND OVER 45 DEGREES.
EXHIBIT C
-7-
4880-4866-1409.4
8-25
PROJECT I
wg� TENANT
Secada
Medical
U (Ventris)
SUITE 470
1201 DOVE
r BEACH, CA 02000
8QUARE FOOTAGE 1[: :a:v:113:10.N
_ ;:R :s
USABLE, 3,060 S'F.
THIRD FLOOR
RP
DATE
04.19.23
1-01-25 PRINT nATF
INTERIOR PLANNING &
SPACE IMMM DESIGN
PLAN MEN
Shoot Title mom Q 11A WAVAIN WI
P&D INC.
Project Number 3007.10 3150 BRISTOL ST.. STE 205 / COSTA MESA, CA 02026
Shoot Number W-11 1 049.724,1499 / —w.spocas-ce.com
1HESE ORNOIGS. AND/M THE ADCO11PRO14 MFICAIVIS AS INSTRUMERIS
OF SEOIC2, ARE THE EXCLUSK PROPERTY OF SP9ES 44D 'THEIR USE 4111)
PUBLICATION SHALL. BE RBTRICTBD TO THE ORICINAL STALE OR S09E FOR
WHICH THEY ViERE PREPARED. RE -USE. REPRODUCTION, OR PUBLICATION BY
ANY METHOD, IN WHCLE OR IN PART 6 PROHIBITED EXCEPT BY WRITTEN PIER -
MISSION FROM SPACES, T1TIf TO THESE PLANS AhD/OR SPECIFICOONS %iALL
REPOIN SPACES WITHOUT PIRIEIUUICE� AND VISVAL %1(rACT WITH THE),l SHALL
CUlMa Rh FACIA MOENCE OF g(EPTANCE OF 1NESE REWHONS.
..........
SUBMITTED TO
PLAN CHECK
RELEASED FOR
ENGINEERING
RELEASED
FOR PRICING
04,20,23
DE80RIPTION
DATE
EXHIBIT C
-8-
4880-4866-1409.4
1M
EXHIBIT "D"
NOTICE OF NEW TERM DATES
TO: DATE: —, 20_
Attention:
RE: Second Amendment to Lease ("Second Amendment") dated 2024,
between THE CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("Landlord") and SECADA MEDICAL, LLC, a California limited liability
company ("Tenant"), concerning Suite 485 and Suite 470 (collectively "Promises"),
located at 1201 Dove Street, Newport Beach, California.
Dear Mr. [or Ms]
In accordance with the Second Amendment, Landlord wishes to advise and/or confirm the
following:
I . That the Tenant is in possession of the Premises and Tenant acknowledges that
under the provisions of the Second Amendment, the New Term commenced as of
) 20_ and shall expire on , 20_.
1 2. That in accordance with the Second Amendment, monthly Base Rent for the
portion of Suite 485 referred to as "Expansion Space", comprising 1,020 rentable square feet,
commenced to accrue on 1 20_.
AGREED AND ACCEPTED:
TENANT:
a
By:
Print Name:
By:
Print Name:
Title:
EXHIBIT D
-I-
4880-4866-1409.4
8-27
RIDER NO. 4 TO OFFICE LEASE
WAIVER OF RELOCATION BENEFITS
This Rider No. 4 is made and entered into by and between and the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("Landlord") and SECADA MEDICAL,
LLC, a California limited liability company ("Tenant"), as of the date of the Second Amendment
("Amendment") to Lease between Landlord and Tenant to which this Rider No. 4 is attached.
Landlord and Tenant hereby agree that, notwithstanding anything contained in the Lease to the
contrary, the provisions set forth below shall be deemed to be part of the Lease and shall
supersede any inconsistent provisions therein. All references in the Lease and in this Rider No. 4
to "Lease" shall mean the Lease (and all exhibits and Riders attached thereto), as amended and
supplemented, including by this Rider No. 4. All capitalized terms not defined in this Rider No. 4
shall have the same meaning as set forth in the Lease.
Tenant acknowledges it has read and understands the following terms and knowingly and
voluntarily enters into the Amendment without coercion, undue influence or other inducement by
Landlord or any other person or entity.
STATUS OF POST -ACQUISITION TENANT.
(a) Landlord has informed Tenant that it acquired the Premises in May 2023
for public purposes, specifically the construction and development of a public project for a new
police department facility ("Public Facility"). Landlord does not intend to begin construction until
after the natural expiration of the Lease and has informed Tenant that construction will not result
in Tenant being displaced or required to move from the Premises before that time,
(b) The proposed Public Facility would involve demolition and new
construction of the subject Property and Premises. Since potential federal, state, and local funding
would be planned for use in the Public Facility, the Relocation Law (defined herein) may apply to
persons and businesses in lawful occupancy at the time an application for funding is submitted
for federal, state and/or local funding.
(c) Tenant enters into the Amendment in consideration of reduced rent and/or
other concessions for Landlord's extending the Lease term. In entering into the Amendment,
Tenant knowingly and voluntarily waives any eligibility it has or may have for relocation payments
or assistance under the Relocation Law, which may include, without limitation, advisory
assistance, payment for certain moving expenses, business re-establishment expenses, and
expenses incurred in searching for a replacement business. Tenant understands that other
businesses or persons in occupancy at the Property may be or become eligible for such relocation
assistance. Tenant agrees its status shall hereby be deemed and shall remain as a post -
acquisition tenant.
(d) After full consideration of the foregoing advisement and information,
Tenant agrees that:
(1) under the Relocation Law, including without limitation California
Government Code Section 7260(c)(2)(D), Tenant is not and will not become a "displaced person",
having waived any and all rights to benefits or assistance under the Relocation Law; therefore,
Tenant is not, and shall not become, entitled to relocation assistance or benefits if Tenant moves
from the Premises for whatever reason at any time;
RIDER NO. 4 1201 DOVE STREET
Secada Medical
8-28
(2) if for any reason Tenant shall ever be determined to be a
"displaced person", Tenant does hereby expressly, intentionally, and knowingly waive each and
any claim of entitlement to relocation assistance and/or benefits under the Relocation Law in
connection with the Tenant's occupancy of the Premises under the Lease;
(e) Tenant represents, warrants, and agrees that it has not entered into any
other lease, assignment or any other agreement allowing any third party to occupy all or any part
of the Premises. Tenant represents, warrants, and agrees that as of the date of this Lease, other
than Tenant, no other person or entity has or will have any legal right to possess or occupy the
Premises, excepting Tenant.
2. TENANT'S RELEASE AND WAIVER OF LANDLORD CITY OF
NEWPORT BEACH. Tenant is entering into the Amendment with Landlord and agrees that all
rights or obligations that exist or may arise out of the termination of Tenant's leasehold interest at
some date in the future, whether for public, private or any other purposes, include Tenant's
intentional release and waiver of any and all rights to seek remedies under the -Relocation Law,
to seek compensation for alleged severance damages, pre -condemnation damages, alleged loss
of business goodwill, or for costs, interest, attorneys'fees, and/or any claim whatsoever that might
arise out of or relate in any respect whatsoever directly or indirectly to the termination of Tenant's
leasehold interest by Landlord.
(a) Accordingly, Tenant acknowledges and agrees that should Landlord
terminate Tenant's leasehold interest such termination and the resulting move of Tenant's
business and/or removal of Tenant's personal property from the Premises are non-compensable
under the Relocation Law and other federal and state laws related to Tenant's move of its
business from the Premises.
(b) Tenant fully, intentionally, knowingly and voluntarily waives, releases and
discharges Landlord (City of Newport Beach) and its appointed and elected officials, officers,
directors, employees, contractors, and agents (together "Indemnitees") from all and any manner
of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever
kind or nature, whether known or unknown, whether now existing or hereinafter arising, which
arise from or relate in any manner to (i) the use of the Premises for a public project or other public
purposes, (ii) the relocation of any of Tenant's business operations or the relocation of any person
or persons, business or businesses, or other occupant or occupants located on the Premises,
including the specific waiver and release of all rights under the Relocation Law and/or payments
that otherwise may be required under such state or federal law.
(c) Tenant waives all rights to compensation for any interest in the business
operations at, on, or about the Premises including, but not limited to, land and improvements,
fixtures, furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any
other compensation of any nature whatsoever.
(d) It is hereby intended that the release contained herein relates to both
known and unknown claims that Tenant and any person or entity claiming by or through Tenant
may have, or claim to have, against any of the Indemnitees with respect to the subject matter
contained herein or the events relating thereto. By releasing and forever discharging claims both
known and unknown which are related to or which arise under or in connection with, the items set
out above, Tenant expressly waives any rights under California Civil Code Section 1542 and any
RIDER NO. 4 1201 DOVE STREET
Secada Medical
8-29
similar law of any state or territory of the United States are expressly waived. Section 1542 reads
as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.
Tenant Initials: �,& v - C-
(e) In connection with the Amendment, and the above release and waiver,
Tenant acknowledges that it is aware that it and its attorneys may hereafter discover claims or
facts or legal theories in addition to or different from those which it know or believe to exist with
respect to the claims released herein, but that Tenant's intention hereby is to fully, finally and
forever release and waive all such claims, known or unknown, suspected or unsuspected, which
do now exist, may exist or have existed in favor of Tenant. In furtherance of such intention,
Tenant's entering into the Amendment shall evidence Tenant's full and complete release and
waiver, notwithstanding the discovery or existence of any such additional claims, facts, or legal
theories under applicable laws or regulations or otherwise relating to the Premises or the
termination of Tenant's leasehold interest and later move from the Premises. Tenant
acknowledges and agrees that its waiver and release is an essential and material term to the
Lease and that without it, Landlord would not have consented to the Amendment. Tenant
understands and acknowledges the significance and consequences of these provisions under the
Amendment.
(f) Tenant agrees, warrants and represents that it has carefully read the
contents of the Amendment and that, in executing the Amendment, Tenant does so with full
knowledge of any right which it may have, that it has received independent legal advice from its
attorneys, or in the alternative, knowingly has determined not to seek legal advice with respect to
the matters set forth herein, and that Tenant has freely signed this Amendment without relying on
any agreement, promise, statement or representation by or on behalf of any person or entity,
including any and all Indemnitees, except as specifically set forth in the Amendment.
(g) The statements, representations and recitals contained in the Lease are to
be considered contractual in nature and not merely recitations of fact. The Lease, the advisements
herein, and the above release and waiver shall be binding upon Tenant and its heirs, agents,
successors, legal representatives and assigns.
3. RELOCATION LAW DEFINITION. "Relocation Law" as used herein shall mean
applicable federal, state, and local laws and regulations, including without limitation (i) the Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C.
4601-4655, and the implementing regulations at 49 CFR Part 24, (ii) the California Relocation
Assistance Act, Government Code Section 7260, et seq. and the implementing regulations at Title
25, Section 6000, et seq. of the California Code of Regulations, and (iii) any other applicable
federal, state or local enactment, regulation or practice providing for relocation assistance,
benefits, or compensation for moving and for property interests (including without limitation
furnishings, fixtures and equipment, goodwill, and moving expenses).
RIDER NO. 4 1201 DOVE STREET
Secada Medical
H.&LO
Attachment B
Office Lease Agreement
and First Amendment to Lease Agreement
8-31
OFFICE LEASE AGREEMENT
1201 DOVE STREET
NEWPORT BEACH, CALIFORNIA
THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 10" day ofOrtober,
2019, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA
MEDICAL, LLC, a California limited liability company dba "Ventris Medical" ("Tenant"). Pursuant to the terms of this
Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the
Premises from Landlord. The Lease includes the following exhibits and attachments: Exhibit A (Outline and Location
of Premises), Exhibit 8 (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Building Rules and Regulations),
Exhibit E (Intentionally Omitted), Exhibit F (Intentionaily Omitted), Exhibit G (Statement of Tenant Regard�ng Lease
Commencement), Exhibit H (Asbestos Notification), Rider No. I (Extension Option Rider), Rider No. 2 (Fair Market
Rental Rate), and Rider No. 3 (Options in General),
Basic Lease Information.
1.01 "Building" shall mean the building located at 1201 Dove Street, Newport Beach, California, which
Bu]ding is commonly known as 1201 Dove Street (the "Project"). As used herein, "Rentable Square Footage of
the Building" is doomed to be 82,868 square feet. "Property" shall mean the Building, any other buildings in the
Project and the parcel�s) of land on which they are located. "Common Areas" shall mean the portion of the Building
and Property that are designated by Land�orcl for the common use of tenants and others,
1.D2 "Premises" shall mean the area shown on Exhibit A to this Lease. The Prem�,qes are located on the
fourth (41�) floor of the Building and known as Suite 470. The "Rentable Square Footage of the Premises" is
deemed to be 3,041 square feet. Subject to Landlord's security requirements, repairs made by Landlord to the
Project, and Sections 16 and 17 of the I -ease, Tenant sh0 have access to the Promises 24 hours per day, 7 days
per week, 52 weeks per year.
1.03 "Base Rent":
Period
Annual
Base Rent
Monthly
Base Rent
Monthly Base Rent per Rentable
Square Foot of the Premises
11 /1/19 — 1 OJ31120
$113,125.20
$9,427.10*
$3,10
111/11/20 — 10/31/21
$116,409.48
$9,700.79
$3.19
11/1/21 — 10/31/22
$120,06&68
$10,004.89
$3.29
11/1/22 — 10131123
$123,707.88
$10,308.99
$3,39
11/1123 — 10/31/24
$127,357.G8
$10,613.09
$3.49
11/1124 —4130/25
$131,006.28
$10,917.19
$359
*Subject to abatement as set forth in Section 3 below.
1.04 "Tenant's Pro Rata Share": 3.67% (3,041 squafe feet within the Premises / 82,868 square feet
within the Bui�ding). Tenant shall pay Tenants Pro Rata Share of Taxes and Expenses in accordance with Exhibit B
of this Lease. Landlord may equitably recalculate Tenant's Pro Rata Share from time to lime based upon the
rameasurement of the Building and the remeasurement of spaces in the Building (to the extent permitted by tenant
leases).
1.05 "Base Year" for Taxes: 2020; "Base Year" for Expenses: 2020.
1.06 "Term"' A period of sixty-six (66) months. The Term shall commence on November 1, 2019 (the
"Commencement Date") and shafl expire an April 30. 2025 (the "Expiration Date"), subject to earlier termination, if
applicable, in accordance with the terms of this Lease. Tenant shad have one (1) option to extend the Term for an
additional period of sixty (60) months, pursuant to and in accordance with the terms and conditions of Rider No. 1,
Rider No. 2 and Rider No. 3 attached hereto.
1,07 "Security Deposlt"� $12,008 91.
1.08 `Brokers"� CBRE, Inc. on beha�f of Landlord and Hughes Marino, Inc. on behalf of Tenant.
1.09 "Permitted Use": General office purposes and non -toxic, minor laboratory work.
1.10 "Notice Addresses":
Landlord: Tenant:
AG DOVE OWNER, L,P. Secada Medical, LI-C
c/o Lincoln Property Company 1201 Dove Street, Suite 470
150 Paularino, Suite D182 Newport Beach, California 92660
Costa Mesa, California 92626 Attentlon� President
Attention: Property Manager, 1201 Dove Street
1201 DOVE STREET
Serads Medical
4838-3804-5604.2
8-32
1.11 "Landlord Work" means the work that Landlord is obligated to perform in the Premises pursuant to
the separate work letter agreement (the "Work Letter") attached to this Lease as Exhitift C.
1.12 "Parking": Tenant shall purchase. a total of twelve (12) parking passes for unreserved parking
spaces, at the foilowing rates (the "Parking Fee"): (a) free for the period commencing November 1, 2019 through
October 31, 2021; (b) $35.00 per unreserved parking pass per month for the period commencing November 1, 2021
through April 30, 2025; and (c) Landlord's prevailing tate thereafter. Tenant elects to convert (on a one-to-one basis)
the lease of two (2) of Tenant's unreserved parking passes to visitorlexecutive reserved stalls In locations to be
mutually agreed upon by Landlord and Tenant at the following Parking Fee rates for reserved stalls: (I) free during
the initial Lease Term; -and (ii) Landlord'SL prevailing rate thereafter. The use of such parking passes shall also be
subject to the payment of Expenses attributable to the parking areas and to the provisions set forth In Section 28.
Tenant agrees to pay for such parking passes as Additlonal Rent (defined in Section 3) under the Lease. Except as
set forth in this Section 1.12 and Section 28 herein, the purchase of such parking passes shall besubject to the Rules
and Regulations as set forth in Exhibit Q to the Lease.
1,13 "Guarantor": None,
Adjustment of Commencement Date; Possession.
2,01 Intentionally Omitted.
2.02 Subj . act to Landlord performing any required Landlord Work, the Premises are accepted by Tenant
In "AS IS" condition and configuration without any representations or warranties by Landlord.
2.03 Within 30 days after the Commencement Date, Tenant shall return an executed Statement of Tenant
Regarding Lease Commencement irs the form attached hereto as Exhibit G. The Statement of Tenant Regarding
Lease Commencement shall be binding upon Tenant unless Tenant objects thereto in writing within such 30 day
period.
3. Rent. Upon the Commencement Date, Tenant shall pay to Landlord the sum of $9,427.10 constituting Base
Rent due and payable by Tenant for the first full ca!ierdar month of the Term for which Rent Is payable hereunder,
Tenant shall pay Landlord, without any setoff or deduction, except as otherwise set forth in this Lease, all Base Rent
and Additlona:l Rent for the Term (collectively referred to as "Rent") when due, "Additional Rent" means all sums
(exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease, including, without limitation,
payments for insurance, repairs and parking and Tenant's Pro Rate Share of Taxes and Expenses. Tenant shall pay
and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by
Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first
day of each calendar month without notice or demand. All other items of Rent shall be due and payable by Tenant
on or before 30 days after billing by Landlord. All Rent payable by Tenant hereunder shall be paid to Landlord in
lawful money of the United States or Amer�ca, by check or wire transfer made payable to the entity constituting
Landlord hereunder and sent to the address designated in Section 1 .10 of the Basic Lease Information, or to such
other location or address as Landlord may designate from time to time. Tenant shall pay Landlord an administration
fee equal to 5% of all past due Rent); provided, however, no late charge shall be payable by Tenant with respect to
the first (11 1L) time in any twelve (12) month period during the Term hereof that Tenant is late in the payment of Rent
hereunder, provided, that such payment is made within three (3) days of the date such payment is due, In addition,
past due Rent shall accrue Interest at 10% per annum (or the maximum rate legally permissible, whichever is less).
Rent for any partial month during the Term shall be prorated, No endorsement or statement on a check or letter
accompanying payment shall be considered an accord and satisfaction. Tenant's covenant to pay Rent is
independent of every other covenant in this Lease- Further, in the event any check submitted by Tenant is returned
by reason of "non -sufficient funds", Tenant shall pay to Landlord an "NSF Fee" at Landlord's standard rate then in
effect. Notwithstanding anything to the contrary contained in the Lease and provided that Tenant faithfuily performs
all of the terms and conditions of the Lease, Landlord hereby agrees to abate Tenant's obligation to pay monthly
Base Rent for the period commencing December 1, 2019 through May 31, 2020 (the "Abatement Period"). During
such abatement per�od, Tenant shall still be responsible for the payment of all of its other mnnetary obligations under
this Lease. in the event of a default by Tenant under the terms of this Lease that results in early termination pursuant
to the provisions of Section 19 below, then as a part of the recovery set forth in Section 19, Landlord shall be entltled
to the recovery of the unamortized portion of the monthly Base Rent that was abated under the provisions of this
Section a (amortfzed over the Initial 66 months of the Term).
4. Compliance with Laws; Use. The Premises shall be used for the Permitted Use and for no other use
whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations at any municipal
or governmental entity (collectively, "Laws"), regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. Pursuant to Section 1938 ofthe California Civil Code, Landlord hereby
advises Tenant that the Premises has not undergone an inspection by a certified access speciaVst (a "CASp") and
no representations are made with respect to compliance with accessibility standards. Further, pursuant to
Section 1938 of the California Civil Code, Landlord notifies Tenant of the followlng� "A Certified Access Specialist
(CASp) can inspect the subject premises and determine whether the subject premises comply with all of the
applicable construction -related accessibility standards under state taw. Although state law does not require a CASp
inspecton of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant
from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or
tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangemen�s for the time arid
manner Gfthe CASp Inspection, the payment of the fee for the CASp inspection and the cost of making any repairs
necessary to correct violations of construction -related access�bility standards within the premises." Therefore and
notwithstandlng anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at
its option and at its sale cost, cause a CASp to inspect the Premises and determine whether the Promises complies
with all of the applicable construction -related accessibility standards under state law, (b) the parties shall mutually
coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option,
have a representative present during such inspection, and (r) Tenant shall be solely responsible for the cost of
-2- 1201 00VE STREET
Secada Medical
4838-3904-5604.2
8-33
making any repairs necessary to correct violations of construction -related accessibility standards within the Premises.
Tenant shall comply with the Rules and Regulations of the Building attached as Exhibit D and such other reasonable
rules and regulations adopted by Landlord from time to time.
5. Security Deposit. The Security Deposit shall be delivered to Landlord upon the exeGUtion of this Lease by
Tenant and hold by Landlord without liability for lnterest (unless required by Laws) as security for the performance of
Tenart's obligations, all in accordance with Section 1.07 of this Lease. The Security Deposit is not an advance
payment of Rent or a measure of damages. Landlord may use all or a por-Lon of the Security Deposit to satisfy past
due Rent, to cure any Default (defined in Section IS) by TenantT or to compensate Landlord for any other loss or
damage Landlord may suffer by reason of Tenant's Default. If Landlord uses any portion of the Security Deposit,
Tenant shall, within 10 business days after written notice from Landlord, restore the Security Deposit to its original
amount, and Tenant's failure to do so shall be a Default under this Lease, Landlord shall return any unapplied portion
of the Security Deposit to Tenant within 30 days after the latest to occur of: (a) payment of the final Rent due from
Tenant; or (b) the Expiration Date; or (c) the date Tenant surrenders the Premises to Landlord in compliance with
Section 26. Landlord shall net be required to keep the Security Deposit separate from its other accounts. Tenant
hereby waives the provisions of Section 1950.7 of the Califorinia Civil Code, or any successor Laws now or hereafter
in effect, Including, but not limited to, any provision of law which (i) establishes the time frame by which a landlord
must refund a security deposit under a lease, or (ii) provides that a landlord may claim from a security deposit only
those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant,
or to clean the subject premises. Tenant acknowledges and agrees that (A) any statutory time frames for the return
of a security deposit are superseded by the express period identified in this Sectlon 5 above, and (B) rather than be
so limited, Landlord may claim from the Security Deposit (i) any and all sums expressly idendfied in this Section 5,
above, and (11) any additional sums reasonably necessary to compensate Landlord for any and all losses or damages
caused by Tenant's default of this Lease, including, but net limited to, ell damages or rent due upon termination of
this Lease pursuant to Section 1951.2 of the California Civil Code.
6. Building Services. Landlord shall furnish Tenant with the following services: (a) water service for use in
the base building lavatories; (b) customary heat and air conditioning in season from 8:00 A.M. to 6:00 P.M., Monday
through Friday and, upon request by Tenant by 3:00 P.M. on Friday, 8:00 A.M. to 12:00 P.M. on Saturday (excepting
nationally recognized holidays, which currently include New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) (collectively, the "Building Service Hours"),
and Tenant shall have the rightto receive HVAG service during hours other than the Building Service Hours by paying
Landlord's then standard charge for additional HVAG service with a two (2) hour minimum and providing such
reasonable prior notice as is specified by Landlord; (c) standard janitor service five days per week (excepting
nationally recognized holidays, which currently include New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Find Christmas Day)T (d) passenger elevator service; and
(e) Building standard electricity for general office purposes, not to exceed two (2) watts connected load per usable
square foot of the Premises calculated on a monthly bas�s for Building Service Hours, Electricity used by Tenant in
the Premises shall, at Landlord's option, be paid for by Tenant eithLr: (l through inclusion In Expenses (except as
provided for excess usage); (i) bya separate charge payable by Tenant to Landlord-, or (iii) by separate charge billed
by the applicable utility company. Landlord's failure to furnish, or any interruption, diminishment or termination of,
services due to the application of Laws, the fallure of any equipment, the performance of repairs, improvements or
alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 27.02) shall not
render Landlord liable to Tenant, constitute a constructive eviction of Tenant, g�ve rise to -an abatement of Rent, nor
relieve Tenant from the obligation to fulfill any covenant or agreemert.
An "Abatement Event" shall be defined as an event that prevents Tenant from using the Premises or any portion
thereof, as a result of any failure to provide Landlord required servlces or access to the Premises. where (a) such
event is within Landlord's reasonable control, (b) Tenant does not actually use the Promises or such portion thereof,
and (c) such event is not caused by the negligence or willful misconduct of Tenant, its agents, employees or
contractors. Tenant shall give Landlord notice ("Abatement Notice") of any such Abatement Event, and if such
Abatement Event continues beyond the Eligibility Period (as that term is defined below), then the Base Rent and
Ton@nVs Pro Rata Share of Expenses and Taxes and Tenant's obligation to pay the Parking Fee shall be abated
entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues
to be so prevented from using, and does not use, the Premises or a portion thereof, In the proportion that the rentable
area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable
area of the Promises. The term "Eligibility Period" shall mean a period of three (3) consecutive business days after
Leirdlord's receipt of any Abatement Notice(s). such right to abate Base Rent and Tenant's Pro Rata Share of
Expenses and Taxes and Tenant's obligation to pay the Parking Fee shall be Tenant's sole and exclusive remedy at
law or in equity for an Abatement Event. If a fire or other casualty results in Tenant's Inability to use the Premises or
a porflon thereof, the terms and conditions of Section 16 of the Lease shall apply rather than this paragraph.
If Tenant uses water, electricity, heat or air conditioning in excess of the Building standard level of services supplied
by Landlord pursuant to the terms hereof, or if Tenant's consumption of electricity shall exceed Building standard
electrical consumption as referenced in subsection 6(e) above, Tenant shall pay to Landlord, upon billing, the cost of
such excess consumption, the cost of the instailation, operation, and maintenance of equipment which is installed in
order to supply sQch excess consumption, and the cost of the increased wear and tear on existing equipment caused
by such excess consumption. In order to measure the amount of electricity provided to the Premises, Landlord may,
at its sole discretion and at Tenant's sole cost and expense, install devices to separately meter Tenant's electrical
consumption. Further, Tenant shall not Install any supplemental or stand-alone HVAC or cooling equipment or
systems without Landlord's prior written consent and Landlord may condition such consent upon the �nstallation of
separate meters to measure any related consumption of chilled water or electricity and compliance with Landlord's
design criteria so as not to affect base Building systems or equipment, Tenant's use of electricity shall never exceed
the capacity of the feeders to the Property or the risers or wiring installation, and Tenant shall not Install or use or
permit the installation or use of any computer or electronic data processing equipment in the Premises that wiil result
in excess utilities consumption, without the prior written consent of Landlord. If Tenant desires to use heat, ventilation
or air conditioning during hours other than those for which Landlord is obligated to supply such utIlifles pursuant to
the terms of this Section 6, Tenant shall give Landlord such prior notice, if any, as Landlord shall from lt�me to time
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establish as appropriate, of Tenants deaired use In order to supply such utilities, and Landlord shall supply such
utilities to Tenant at such hourly cost to Tenant (which shalt be treated as Additional Rant) as Landlord shall from
time to time establish. The current hourly cost, which is subject to increase in Landlord's reasonable discretion, is
&xty-Five Dollars ($65.00) per hour per floor within the Promises.
Tenant acknowledges that Landlord and/or Tenant may from time to time be requested or required to obtain, report
and/or disclose certain energy consumption information with regard to the Premises, which may include, withotit
limitation, benchmarking data for the U.S. Environmental Protection Agency's ENERGY STAR@ Portfolio Manager
and information relating to compliance with "green building" initiatives, including, if applicable, the Leadership in
Energy & Environmental Design (LEED) certification program, Tenant shall throughout the Term of this Lease,
mmplywith all Federal, State or local laws, rules and regulations relating to consumption of utilities, energy or energy
efficiency (as they may be in enacted or in affect from time to time, "Energy Regulations"), and Tenant shall, upon
request by Landiord or Landlord's lender, deliver and/or disclose such information regarding the consumption of
utilities at the Promises as maybe required to comply with applicable Energy Regulations, Further, Tenant authorizes
Landlord to disclose such information and data regarding the Premises as may be requested or required from time
to time to comply with Energy Regulations.
During the Term of this LeaseT or any extensions thereof, as a benefit to the tenants of the Property, Landlord may
elect to provide uertaln amenities at the Project for use by tenants and their employees (with any such offerings
collectively being referred to as the "Amenities"). For example, Amenities may include a conference center (the
"Conference Center"), a fitnOSS Genter (the "Fitness Center") and food service- Landlord shall have the right (a) to
determine and/or alter the size and location of soch Amenities and the type of equipment provided, (b) to include in
Expenses all management, operation, maintenance. repair and equipment replacement costs related to the Amenities
(including, without limitaUDn, a market rent amount for the rentable square footage ofthe Amenities), and (c) to include
the rentable square footage of the Amenities in the common area "add on" factor for all measurement purposes for
the Project. Tenant shall pay Landlord's reguiar charge for use of the Conference Center and for the cost of any
special services related to Tenant's use of the Amenities, e.g., long-distance phone calls, catering, set up or take
down and cleaning costs, after-hours HVAC service (with a two (2) hour minimum), personal training services, etc.
("Special Amenity Services"). Tenant must schedule use of the Conference Center with Landlord in advance, and
Tenant's use thereof shall be subject to avadability and governed by Landlord's ruins and regulaWns for the
Conference Center that are then in effect, Costs to maintain and operate the Amenities shall be included in Expenses.
Tenant acknowledges and agrees that Tenant's and any Tenant Party's use of the Amenities is voluntary and, in
consideration of the use of the Amenities, shall be undertaken by Tenant and such Tenant Party at its sole risk.
Neither Landlord nor Landlord's officers, directors, managers, servants, agents and/or employees (c6lectilvely, the
"Released Parties") shall be liable for any claims, demands, injuries, damages, actions or causes of action
whatsoever arising out of or connected with TenantLS and any Tenant Party's use of the Amenities and their facilities
and services. TENANT DOES HEREBY EXPRESSLY FOREVER WAIVE, RELEASE AND DISCHARGE THE
RELEASED PARTIES FROM ANY AND ALL LIABILITY ARISING FROM ALL SUCH CLAWS, DEMANDS,
INJURIEST DAMAGES, ACTIONS AND/OR CAUSES OF ACTION, INCLUDING LIABILITY FROM ALL ACTS OF
ACTIVE OR PASSIVE NEGLIGENCE, INCLUDING SOLE OR GROSS NEGLIGENCE, ON THE PART OF THE
RELEASED PARTIES. Further, as a condition to each person's use of any Fitness Center, Tenant shall cause each
person using the Fitness Center to execute a release on Landlord's standard form prior to such party's use of the
Fitness Center. The waivers contained in this paragraph shall survive the expiration or earlier termination of this
Lease.
7. Landlord's Reservation of Rights. Provided Tenant's use of and access to the Premises and parking to
be proOded to Tenant under this Lease is not interfered with in an unreasonable manner, Landlord reserves for itself
and for all other owner(s) and operator(s) of the Common Areas and the balance of the Property, the right from time
to time to: (i) install, use, maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant meters
and equipment above the relling surfaces, below the floor surfaces, within the walls and in the central core areas of
the Building; (ii) make changes to the design and layout of the Property, including, without limitation, changes to
buildings, driveways, entrances, loading and unloading areas, direction of traffic, landscaped areas and walkways,
and, subject to the parking provisions contained in Section 213 and Exhibit D, parking spaces and parking areas; and
(iii) use or close temporarily the Common Areas and/or other porUons of the Property while engaged in making
improvements, repairs or alterations to the Building, the Property, or any portion thereof,
B. Leasehold Improvements. All improvements in and to the Promises, including any Alterations (defined
below) and any Landlord Work (collectively, "Leasehold Improvements") shall remain upon the Premises at the end
of the Term without compensation to Tenant. Landlord, however, by written notce to Tenant prior to the Expiration
Date, may require Tenant, at its expense, to remove any electronic, phone and data cabling and related equipment
(co1ectively, "Cable") installed by or for the benefit of Tenant and/or any Landlord Work or Alterations (collectively
referred to as "Required Removables"), unless Tenant requests and obtains Landlord's written agreement, at the
time of Landlord's approval of the improvements or Alterations to be made by Tenant, that such improvements or
Alterations need not be removed. Landlord may, in its sole discretion, require Tenant to provide a letter of credit,
bond and/or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure any required
removal of such Required Removables.
9. Repairs and Alterations.
9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in
need of maintenance or repair and shall promptly provide Landlord with notice of any such conditions. Tenant shall,
at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Landlord's
express responsibility under this Lease, and shall keep the Premises �n good condition and repair, reasonab�e wear
and tear excepted, and In accordance with Laws (including, without limitation, California Energy Code, Title 24). If
Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of
the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs. Landlord
shall perform all maintenance and repairs upon the: (a) structural elements of the Building; (b) HVAC, mechanical,
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electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the
Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Tenant hereby waives any and
all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil
Code, or any similar or successor Laws now or hereinafter In effect.
9,02 Tenant shall not make alterations, repairs, additions or improvements or install any cable (collectively
referred to as "Alterations") without first obtaining the written consent of Landlord in each instance, which consent
Landlord may withhold and/or condition in its sole and absolute discretion. In order to obtain such approvals. Tenant
shall furnish Landlord with plains and specifications; names of contractors acceptable to Landlord; required permits
and approvals� evidence of contractor's and subcontractor's insurance in amounts reasonably required by Landlord
and naming Landlord as an additional Insured; and any security for performance in amounts reasonably required by
Landlord. Any Alteratons performed by or on behalf of Tenant shall be constructed in accordance with Laws
(including, without limitation, California Energy Code, Title 24). Tenant shall reimburse Landlord for any sums paid
by Landlord forthlrd party examination of Tenant's plans for Alterations. In addition, Tenant shall pay Landlord a fee
for Landlord's oversight and coordination of any Alterations equal to 5% of the cost of the Alterations. Upon
completion, Tenant shall furnish "as -built" plans for Alterations, completion affidavits and full and Final waivers of lien.
10. Entry by Landlord, Landlord may enter the Premises to inspect of show the Premises, to clean and make
repairs, alterations or additions and to perform or facilitate maintenance, repairs, alterations or additions to any portion
of the Building. Except In emergencies or to provide Building services, Landlord shall provide Tenant with at least
twerty-four (24) hours prior vei notice of entry. Entry by Landlord shall rot constitute a constructive evi[ctlori or
entitIa Tenant to an abatement or reduction of Rent.
11. Assignment and Subletting. Except as set forth below, Tenant Shad not assign, sublease, transfer or
encumber any interest in III Lease or allow any third party to use any portion of the Premises (collectively or
individually, a "Transfer") without the prior written consent of Landlord, which consent may be withheld andlor
conditioned in Landlord's reasonable discretion if Landlord does not exercise. its recapture rights. It is Further
understood that any renewal, extension or modification of an existing sublease shall also require Landlord's prior
written consent, which Landlord maywithhold 'in its reasonable discretion. Any attempted Transfer in violation of this
Section shall, at Landlord's option, be void. Within 15 business days after receipt Of executed copies of the transfer
documentation and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer
by execution of a consent agreement in a form reasonably designated by Landloi (b) refuse to consent to the
Transfer; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its
Tight to recapturLT the Lease shall automatically be amended to delete the applicable portion of the Premises effective
on the proposed effective date of the Transfer. In addition, in connection with any Transfer, Landlord shall he entitled
to increase the Base Rent payabie hereunder to the Market Rent effective as of the first day of such Transfer. "Market
Rent" shall mean the mori amount per square foot in the Promises that a willing, non-equi-ty new tenant would
pay and a willing landlord would accept at arm's length for space in a comparable office park, with comparable tenant
improvements, in a comparable location, giving appropriate consideration to monthly rental rates per square foot, the
presence or absence of rent escalation clauses such as operating expense and tax pass-throughs, length of lease
term, size and location of premises being leased and other generally applicable terms and conditions of tenancy for
a similar office park. Upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay Landlord Fifty
percent (50%) of any "Transfer Premium" (defined below), received by Tenant from the transferee. "Transfer
Premium" shall mean all rent, Additional Rent or other consideration payable by a Transferee in connection with a
Transfer in excess of the Base Rent, Taxes -and Expenses payable by Tenant under this Lease during the term of
the Transfer and If such Transfer is for less than all of the Premises, the Transfer Premium shall be calculated on a
rentable square foot basis. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or
any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any
rightatlaw orequiti terminate this Lease, on Its own behalf and, to the extent permitted undarall applicable Laws,
on behalf of the proposed transferee. In no event shall any Transfer release or relleve Tenant from any obligation
under this Lease. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any requested
Transfer. Additionally, Tenant shall reimburse Landlord for all reasonabi[e attorneys' fees and costs incurred by
Landlord with respect to any Transfer, whether consented to or not. If Tenant is In Default (as defined below),
Landlord may require that ah sublease payments be made directly to Landlord, in which case Tenant shalt receive a
credit against Rent in the amount of Terai share of payments received by Landlord. In no event shall any
transferee under a Transfer be an entity or person (or is an affiliate of any such entity or person) (1) with whom United
States persons or entities are restricted from doing business under regulations promulgated by CFAC or any anti-
terrorism laws, such as the USA Patriot Act, or (2) who has been charged with, or convicted of, any anti -money
laundering laws, or would otherwise result in a violation of the internal policies of Landlord or any of its direct or
indirect owners, including any know your customer or similar pGficies.
Notwithstanding anything to the contrary contained in this Article 11, an assignment of this Lease or a
subletting of all or a portion of the Promises to an entity which is controlled by, controls, or is under common control
with, Tenant or any corporation or other business entity that succeeds to the business of Tenant as a result of a
merger, consolidation, sale of substantially alit of the assets, or other business reorganization ("Affiliate") of Tenant
shall not be doomed a Transfer requiring Landlord's consent under this Article 11, provided that (1) Tenant notifies
Landlord of any such assignment or sublease prior to the effect�ve date thereof and promptly supplies Landlord with
iiny documents or information requested by Landlord regarding such assignment or sublease or such Affiliate
(including, in the event of an assignment, evidence of the assignee's assumption of Tenant's obligations under this
Lease or, in the event of a sublease. evidence of the sublessee's assumption, in full, of the obligations of Tenant with
respect to the portion of the premises so subleased, other than the payment of rent), (ii) such assignment or sublease
is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such assignment or sublease does not
cause Landlord to be in default under any lease at the Property, (iv) the npt worth of such Affiliate shall be reasonably
sufficient to meet the obligations undertaken by such Affiliate W�th respect to this Lease, taking Into account all
relevant factors, arid (v) with respect to a subletting only, Tenant and such Affiliate execute Landlord's standard
consent to sublease form. An assignee of Tenant's entire interest in this Lease pursuant to the immediately preceding
sentence may be referred to harp -in as an "Affiliated Assignee". "Control" as used in this Article 11. shall mean the
ownership, directly or indirectly, of greater than fifty-one percent (61 %) of the voting securities of, or possession of
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the right to vote, in the ordinary direction of its affairs, of greater than fll percent (51 %) of the voting Interest in,
an enitty. The provisions of this paragraph shall not be available to any assignee or sublessee. of Tenant's interest
It) this Lease, unless such transferee obtained its interest in this Lease pursuant to the provisions of this paragraph.
12. Liens. Tenant shall not pe�rmit machanids or other liens to be placed upon the Property or Premises in
connection with any work purportedly done by or for the benefit of Tenant or its transferees. Tenant shall, within 10
days of notice from Landlord, fully discharge any lien by settlement, by banding or by insuring over the lien in the
manner proscribed by Laws. If Tenant fails to do so, Landlord may bond, Insure over or otherwise discharge the lien,
and Tenant shall reimburse Landlord for any amount paid by Landlord in connection therewith, including, without
limitation, reasonable attorneys' fees.
13. Indemnity and Waiver of Claims. Tenant hereby walves all claims against and releases Landlord and Its
trustees, members, principals, beneficiaries, partners. officers, directors, employees, Mortgagees (as defined herein)
and agents (the "Landlord Related Parties") from all claims for any injury to or death of persons, damage to property
or business loss In any manner related to (a) acts of God, (b) acts of third parties, (c) the bursting or leaking of any
tank, water closet, drain or other pipe; (d) the inadequacy or failure of any security services, personnel or equipment,
or (e) any matter outside of the reasonable control of Landlord. Except to the extent caused by the gross negligence
or willful misconduct of Landlord or any Landlord Related Parties and subject to Section 15 below, Tenant shall
indemnify, defend and hold Landlord and Landlord Related Patties harmless against and from all liabilities,
obligations, suits, damages, penalties, claims, actions, losses, costs, charges and expenses, including, without
limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Laws), which may
be imposed upon, inciArred by or asserted against Landlord or any of the Landlord Related Parties by any third party
and arising out of or in connection with any damage or injury occurring in, on or about the Premises or any acts or
emissions (including without limitation violations of Laws) of Tenant and its trustees, members, principals,
benef cial partners, officers, directors, employees, Mortgagees and agents (the "Tenant Related Parties") or any
of Tenant's transferees, contractors or licensees. Sub�ect to Section 15 below, Landlord shall indemnify, defend,
protect and hold Tenant harmless from and against any and all claims, suits, judgments, losses, costs. obligations,
damages, expenses, interest and liabilities, including, without limitation, reasonable aftorneys'fees, for any injury or
damage to any person or property occurring at the Premises when such injury or damage has been caused by the
gross negligenre or willfut misconduct of Landlord, its agents, contractors, employees or licensees. Nothing
contained �n this Section shall obligate Landlord to indemnify, defend, or hold Tenant harmless, against Tenant's, or
its agents', employees'or contractors' negligence orwillful misconduct. The provisions of this Section 13 shall survive
the expiration or early termination of this Lease.
14. Insurance
14.01 Tenant shall obtain and maintain throughout the Term. at Tenant's sole cost and expense, the
following insurance ("Tenant's Insurance"):
(a) Commercial General Uability Insurance, on an occurrence basis, Insuring bodily Injury and
property damage including the following dWsloris and extensions of coverage: Premises and Operations; Owners
and Contractors protective; blanket contractual liability (including coverage for TenanVs indemnity obligations under
this Lease); liquor liability, if applicable; and products and completed operations. Such insurance must have the
following minimum limits of liability: $2,000,000 Per Occurrence, $2,000,000 General Aggregate, $2,000,000
Personal and Advertising Injury — Per Occurrence, $2,000,000 Products and Completed Operatinns Aggregate. The
policy shall be endorsed to ensure the general aggregate limit shall apply separately and in total to this locatbn only
(designated location general aggregate limit);
(b) Property Insurance, written on an "All Risk" or Special Form Perils, with coverage for broad
form water damage including earthquake sprinkler leakage and pollution coverage for damage caused by heat,
smoke or fumes from a hostile fire, at full replacement cost value (without deduction for depreciation) and with .1
replacement cost endorsement covering aK of Tenant's business and trade fixtures, equipment, movable partitions,
furniture, merchandise and other personal property within the Premises ("Tenant's Property") and any Leasehold
Improvements;
(c) Extra Expense., Loss of Income or PropertyfBusiness Interruption Insurance, in such
amounts as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils included within "All
Risk" coverage or otherwise commonly Insured against by prudent tenants or attributable to prevention of access to
the Premises, Tenant's parking areas or to the Buildlng as a result of such perils. with such coverage to extend to
actual loss sustained subject to a minimum of one year loss of Rental Value, including Extra Expense as needed to
reduce the period of restoration after the loss;
(d) Workers' Compensation Insurance as required by Laws and in amounts as may be required
by applicable statute and Employers Liability Coverage of at least $1,000,000 bodily injury (each accident),
$1,000,000 bodily injury by disease (each employee), and $1.000,000 lbcd�ly injury by disease (policy limit), and
containing a waiver of subrogabon endorsement in favor of Landlord;
(e) Commerdal Automobile Liability insuring bodily injury and property damage arising from any
auto (InclLiding all owned, non -owned, leased and h�red vehicles), with minimum combined single limit of liability of
$1,000,000 per accident; and
(f) With respect to any Leasehold Improvements performed by Tenant within the Premises,
Builder's Risk insurance or an Installation Floater.
In addition to the foregoing, Tenant shall carry and maintain during the entire Term, at Tenant's sole cost and
expense, increased amounts of the Insurance required to be carried by Tenant pursuant to this Section 14 and such
other reasonable types of insurance coverage and in such reasonable amounts cDvering the Premises and Tenant's
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operations therein, as may be reasonably requested by Landlord, but in no event in excess of the amounts and types
of insurance then being required by landlords of other comparable buildings In the vicinity of the Building.
14.02 Any company writlng Tenant's Insurance shali have an A.M. Best rating of not less than A:X and
shall be licensed to issue insu�ance coverage in the State of California. All Commercial General Liability Insurance
policies shall (i) name Landlord (or Its successors and assignees), the managing agent for the Building (or any
successor), and their respective members, principals, beneficiaries, partners, officers, directors, employees, lenders
and agents, and other designees of Landlord and its successors as the interest of such designees shall appear, as
additiona� insureds (utilizing endorsement ISO Form CG 2011 11185 or equivalent), (11) must contain an endorsement
slating "such irsurance as is afforded by this policy for the benefit of Landlord and any other additional insured(s)
designated by Landlord, shall be primary as respects any liability or daims arising out of the occupancy of the
Premises by Tenant or Tenant's operations, and any insurance carried by Landlord or any other addItional insured(s)
shall be non-contributory" provision that the insurance afforded by such Policy is primary insurance, (iii) contain an
endorsement that the insurer waives its right to subrogation as described In Section 15 below: (iv) contain a cross -
liability endorsement or separation of insured siseverability of interests cl au5a. All policies of Tenant's Insurance shall
contain an unqualified thirty (30) days' advance written notice of ally cancellation, termination, material change or
lapse of insurance. No policy required hereunder shall contain a co-insurance clause and all policy deductibles shall
be acceptable to Landlord. Tenant shall provide Landlord with a certificate of insurance evidencing all insurance
required to be carried by Tenant hereunder (including evidence of all required endorsements and additional insured
coverage as noted above) at least fifteen (15) days prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Promises, and thereafter as necessary to assure that Landlord always
has current certificates evidencing Tenants Insurance. If any such Initial or replacement policies or certificates are
not furnished within the time(s) specified herein, Tenant shall be deemed to be in material Default under this Lease
without the benefit of any additional notice or cure period provided in Section 18 below, and Landlord shall have the
right, but not the obligation, to procure such policies and certificates at Tenant's expense, and Tenant shall pay the
cost thereof within ten (10) days following Landlord's submission of an invoice therefor. In no event shall the limits
of any insurance policy obtained by a Tenant be considered to limit the liability of Tenant under this Lease. Further,
and without limitation of Section 27.05 herein, all obligations placed on Tenant in this Section 14 and the below
Section 15 (including, butwithout limitation and purely forthe avoidance of doubt, maintenance of prod u rts-completed
operations coverage, additional insured status for completed operations, primary and non-contributory coverage, and
waiver of subrogation) shall survive the termination or expiration of this Lease,
is. Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to
waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage to
person with respect to Tenant's Property, Leasehold Improvements, the Building, the Premises, or any contents
thereof, including rights, claims, actions and causes of action based on negligence, which loss, damage or injury is
(or would have been, had the insurance required by this Lease been carried) covered by insurance. As noted above,
Tenant also waives subrogation with respect to losses or claims covered by worker's compensation insurance.
16. Casualty Damage. Landlord, by nofice to Tenant within 60 days of the date of the fire or other casualty (a
"Casualty"), shall have the rlght to terminate this Lease If all or any part of the Promises is damaged to the extent
that it cannot reasonably be repaired within 120 days after the date of the Casualty. If this Lease �s not terminated,
Landlord shall promptly and diligently, restore the Promises. Such restoration shall be to substantially the same
condition that existed prior to the Casualty, except for modifications required by Laws. Upon notice from Landlord,
Tenant shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to
Tenant under Tenant's Insurance with respect to any Leasehold Improvements performed by or for the benefit of
Tenant� provided if the astimated cost to repair such Leasehold Improvements exceeds the amount of insurance
proceeds received by Landlord from Tenant's insurance carrier, the excess cost of such repairs shall be paid by
Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay
Landlord for any additional excess costs that are determined during the performance of the repairs. Land lord shall
riot be liable for any inconvenience to Tenant, or injury to Tenant's business resulting in any way from the Casualty
or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of
the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises
that is urtenantable and not used by Teriant. Notwithstanding the foregoing, and without limiting Tenant's obligations,
to pay to Landlord any cost of restoration in excess of the proceeds of Tenant's Insurance, in the event that Landlord
does not receive sufficient insurance proceeds to complete all required restoration work, whether due to an uninsured
Casualty, requirements of a Mortgagee, or otherwise, then Landlord shall have the right to terminate this Lease by
written notice to Tenant. The provisions of this Lease, including this Section 16, constitute an express agreement
between Landlord and Tenantwith respect to any and all damage to, or destruction of, all orany partof the Promises,
the Building, the Property or the Project, and any Laws, including, without limitation, Sections 1932(2) and 1933(4)
of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence
of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall
have no appilGation to this Lease or any damage or destruction to all or any part of the Premises, the Building or the
Property.
17. Condemnation. Either party may terminate this Lease if any material part of the Premises Is taken or
condemned for any public or quasi-publiG use under Laws, by eminent domain or prlvato purchase in lieu thereof (a
"Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building
or Property which would have a material adverse effect on Landlord's ability to profitably operate the remainder of
the Building. The terminating party shall provide written notice of termination to the other party within forty-five
(45) days after it first receives notice of the Taking. The. termination shall be CffCGtiVe on the date the physical taking
occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord; provided,
however, Tenant shall be entitled to pursue a separate award for its relocation costs and the Taking of any furniture,
fixtures and equipment provided same does not reduce Landlord's award. Tenant hereby waives any and all rig�hts
it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or -any similar or
successor Laws.
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18. Events of Default, Each of the following occurrences shall be considered to be a "Default": (a) Tenant's
failure to pay any portion of Rent when due, if the failure rontlnues for 3 days after written notice to Tenant. which
notice shall be in satisfaction of, and not in addition to, notice required by Laws ("Monetary Default!'); (b) the failure
by Tenant to observe or perform according to the provisions of Section 4, 11, or 23 of this Lease where such failure
continues for more than 3 days after written notice to Tenant; or (c) Tenant's failure (other than a Monetary Default
and other than as provided in clause (b) above)) to comply with any term, provision, condition or covenant of this
Lease, if the failure is not cured within 10 days after written notice to Tenant, provided, however, if Tenant's failure to
comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days)
as is reasonably necessary to cure the failure so long as Tenant commences to cure within 10 days and Tenant
diligently pursues the cure to completion. Any notice provided under this Section 18 shall be in satisfaction of, and
not in add�tion to, any notice required by Laws (including, without limitation, Section 1161 of the CaIifornia Code of
Civil Procedure).
19. Remedies.
19,01 Upon the occurrence of any Default under this Lease, whether enumerated in Section 18 or not,
Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as
expressly prescribed herein) or demand whatsoever (arid without limiting the generality of the foregoing, Tenant
hereby specifically waives notice and demand for payment of Rent or other obligations, except for those notices
specifically required pursuant to the terms of Section 18 or this Section 19, and waives any and all other notices or
demand requirements tmposed by applicable law):
(a) Terminate this Lease and Tenant's right to possession of the Premises and recover from
Tenant an award of damages equal to the sum of the following:
(1) The Worth at the Time of Award (as defined below) of the unpaid Rent which had
been earned at the time of termination;
Oi) The Worth at the Time of Award of the amount by which the unpaid Rent which
would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant
affirmatively proves could have been reasonably avoided;
(Ili) The Worth at the Time of Award of the amount by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves
could be reasonably avoided:
(iv) Any other amount necessary to compensate Landlc-rd for all the detriment either
proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary
course of things would be likely to result tharefrom� and
M All such other amounts in addition to or in lieu of the foregoing as may be permitted
from time to time under applicable law.
The "Worth at the Time of Award" of the amounts referred to in parts (j) and (li) above, shall be
computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest
permitted from time to time under applicable law, or (B) the Prime Rate (defined below) plus 5%. For purposes
hereof, the "Prime Rate" shall be the per annum interest rate publicly announced as its prime or base rate by a
federally in"red bank selected by Landlord in the State of California. The "Worth at the Time of Award" of the amount
referred to in part (ii]), above, shall be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus I%;
(b) Employ the remedy described in California Civil Code §1951.4 (Landlord may continue this
Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, If Tenant has the right
to sublet or assign, subject only to reasonable limitations): or
(G) Notwithstanding Landlord's exercise of the remedy described in California Civil Code
§1951.4 in respect of an event or events of Default, at Such time thereafter as Landlord may elect in writirg, to
terminate this Lease and TenanCs right to possession of the Premises and recover an award of damages as provided
above in Section 19.01 (a).
(d) Whether or not Landlord elects to terminate this Lease an account of any default by Tenant,
as set forth in this Section 19, Landlord shall have the right to terminate any and all subloaseST licenses, concessions
or other consensual arrangements for possession entered Into by Tenant and affecting the Premises or may, in
Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements.
In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or
arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest
in the rent or other consideration receivable thereunder.
(a) Following the occurrence of an event of defauit by Tenant, Landlord shall have the right to
require that any or all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the default in
question or otherwise, be paid in the form of cash, money order, cashier's or certified check drawn on an institutiori
acceptable to Landlord, or by other means approved by Landlord, notwithstanding -any prior practice of accepting
payments in any different form.
(f) No re-entry or repossession, repairs, maintenance, changes, alterations and additions,
reletting, appointment of a rece�ver to protect Landlord's interests hereunder, or any other action or omiss�on by
Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to
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accept a surrender of the Promises, nor s)nall same operate to release Tenant in whole or in part from any of Tenant's
obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant.
19.02 The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to
pay the particular Rent so accepted. regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in
writing and signed by Landlord.
19,03 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE
CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE
OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT
DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE
OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S BREACH. TENANT
ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.
19.04 No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any
other right or remedy, and each and every right and remedy shall be cumulative and In addition to any other right or
remedy given hereunder or now or hereafter existing by agreement, applicable law or In equity. In addition to oll
remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive
relief, or to a decree compelling performance of any of Ina covenants, agreements, conditions or prov�slons of this
Lease, or to any other remedy allowed to Landlord at law or In equity. Forbearance by Landlord to enforce one or
more of the remedies herein provided upon an event of Default shall not be deemed or construed to constitute a
waiver of such Default.
19.05 if Tenant is in Default of any of its non -monetary obligations under this Lease, Landlord shall have
the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand
together with an administrative charge equal to 10% of the cost of the work performed by Landlord.
19.06 This Secdon 19 shall be enforceable to the maximum extent such enforcement is not prohibited by
applicable law, and the unenforGeability of any portion thereof shall not thereby render unenforceable any other
portion-
20. Limitation of Liability.
THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE
LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST
LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY
DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY
TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD
RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCYAND IN NO EVENT
SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT,
DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE.
BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND
THE MORTGAGEE(S) (DEFINED IN SECTION 23 BELOW) OF WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICEAND REASONABLE TIMETO CURE THE ALLEGED
DEFAULT.
21. Relocation. Landlord, at its expense. at any one lime before or during the Term, may relocate Tenant from
the Premises to space of reasonably comparable size, view, ceiling heights, layout and utility and which meets the
regulatory and licensing requirements with which Tenant must comply (e.g., the FDA)." ("Relocation Space") within
the Project upon 90 days' prior written noll to Tenant. Expenses to be paid by Landlord, within 30 days following
delivery of an invoice by Tenant to Landlord, are Tenant's reasonable and actual expenses resulting from the physlca�
relocatlon of Tenant's furniture, fixtures, equipment, cabling, wiring and other personal property to the Relocation
Space. From and after the date of the relocation, "Premises" shall refer to the Relocation Space into which Tenant
has been moved and the Base Rent and Tenant's Pro Rata Share shall be adjusted based on the rentable square
footage of the Relocation Spaiae; provided, however, it (a) the Relocation Space contains fewer rentable square feet
than the original Premises. then Tenant's Base Rent obligation and Tenant's Pro Rall Share shall be proportionately
reduced or (b) the Relocation Space contains more rentable square feet than the original Premises, then Tenant's
Base Rent obligation and Tenant's Pro Rata Share shall not increase as a result of such relocatIon. Landlord, at its
expense, shali provide Tenant with tenant improvements in the Relocation Space at least equal in quality to those in
the Premises, which tenant improvements shall be substantially completed pr�or to the date Tenant has to vacate
and surrender possession of the original Premises to Landlord.
22. Holding Over. If Tenant remains in possession of the Premises after expiration or termination of the Term,
or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall
be deemed to be a month -to -month tenancy terminable on written thirty (30) day notice at any Ume, by either party.
Tenant's occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall pay an amount
(on a per month basis without reduction for partial months during the holdover) equal to 150% of the fair market gross
rental for the Premises as reasonably determined by Landlord (which in no event shall be less than 150% of the sum
of the Base Rent and Additional Rent due for the period immediately preceding the holdover). No holdover by Tenant
or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landiord
From immediate recovery of possession of the Premises by summary proceedings or otherwise. Further, there shat
be ro reconciliation or refund of amounts paid by Tenant during any period of holdover. If Tenant fails to surrender
the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing
therefrom, Tenant shall protect, defend, indemnify end hold Landlord harmless from all loss, costs (Including
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reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding
tenant founded upon such failure to surrender, and any iost profits to Landlord resulting therefrom.
23. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease subject and subordinate to
any mortgage(s), deed(s) of trust, ground lease(s) or other hen(s) now or subsequently arising upon the Promises,
the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (coilectively referred
to as a "Mortgage"). This clause shall be self -operative, but upon request from the holder of a Mortgage (a
'MortgageeP), Tenant shall execute a commercially reasonable subordination agreement within 10 days after receipt
of a written request from Landlord. and which agreement shall include a commercially reasonable form of
nordisturbance provision which shall confirm that so long as Tenant is not in default under the Lease beyond any
applicable notice and cure period, Tenant's right to use and occupy the Premises pursuant to the Lease shall not be
disturbed by reason of any foreclosure of a Mortgage or deed in lieu thereof. As an alternative, a Mortgagee shall
have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant shall, without charge,
attorn to any successor to Landlord's interest in this Lease. Tenant shall, within 10 days after receipt of a written
request from Landlord. execute and deliver a commerc�aliy reasonable estoppel certificate to those parties as are
reasonably requested by Landlord.
24. Financial Statements. Prior to the execution of this Lease by Landlord and at any time during the Term of
this Lease upon ten (10) days prior written notice from Landlord, Tenant agrees to provide Landlord with a current
financial statement for Tenant and any guarantors of Tenant and financial statements for the two (2) years prior to
the current financial statement year for Tenant and any guarantors of Tenant. Such statements are to be prepared
In accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, audited by
an independent certified public accountant.
25, Notice. All demands, approvals, consents or notices shall be in writing and delivered by hand or sent by
registered or certified mail with return receipt requested, or sent by overnight or same day courier service at the
party's respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on
the earlier to occur of actual delivery or the date on which jelivery is refused, or, if Tenant has vacated the Prem�ses
or any other Notice Address without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail
or with a courier service in the manner described above. Either party may, at any time, change its Notice Address
(other than to a post office box address) by giving the other party written notice of the new address.
26, Surrender of Premises, At the termination of this Lease or Tenant's right of possession, Tenant shall
remove Tenants Property and any designated Required Removables from the Premises, and quit and surrender the
Promises to Landlord, broom clean, and in good order, condition and rep -air, ordinary wear and tear arid damage
which Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant's Property within
2 days after termination, Landlord, at Tenant's sole cost and expense, shall be entitled to remove and store TenanVs
Property, Landlord shall hot be responsible for the value, preservation or safekeeping of Tenant's Property. Tenant
shall pay Landlord, upon demand, the expenses -and storage charges incurred. If Tenant fails to remove Tenant's
Property from the Premises or storage within 30 days after notice, Landlord may deem all or any part of Tenant's
Property to be abandoned and title to Tenant's Property shall vest in Landlord (and Tenant hereby waives any rights
it may have to notice under California CIvlI Code sections 1980 ot seq. with respect to such Tenant's Property). If
Tenant fails to remove any of the designated Required Removables by the Expiration Date or perform related repairs
in a timely manner, Landlord may perform such Work at Tenant's expense, and Tenant shall be doemed to be in
holdover of the Premises pursuant to Section 22 above during the reasonable period of time required for the removal
of Ten ant's Property,
27� Miscellaneous.
27.01 Costs and Expenses-, No Waiver. If either party institutes a suit against the other for violation of or
to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to -all of Its costs and
expenses, including, without limitation, reasonable attorneys' fees. Either party's failure to declare a default
immediately upon its Occurrence, or delay in taking action for a default shall not constitute a waiver of the default, nor
shall it constitute an estoppel.
27.02 Force Maieure, Whenever a period of time is prescribed for the taking of an action by Landlord or
Tenant (other th he paymeni of the Security Deposit or Rent), the period of time for the performance of such action
shall be extended by the number of days that the performance is actually delayed due to strikeSr acts of God,
shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control
of the performing party ("Force Majeure"). Fc�ce Majeure shall riot include financial dii Of the party required
to perform.
27.03 Transfer By Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all of
its ownership interest, rights and obligations in the Building, Project, Property or Lease, including the Security Deposit,
and upon transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely
to the successor in interest of Landlord for the performance of such obligations and the return of any Security Deposit.
27.04 Submission ofl-ease: Claims By Brokers. Submission of this Instrument for examination or signature
by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a [ease or otherwise
until execution and delivery by both Landlord and Tenant, and Landlord's tender holding a lien with respect to the
Building has approved this Lease and the terms and conditions hereof. Tenant represents that it has dealt directly
with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord
and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant
In connection with this Lease.
27.05 Survival of QbWation-s, The expiration of the Term, whether by lapse of time, termination or
otherwiSer shall not relieve either party of any obligations Which accrued prior to or which may continue to accrue
after the expiration or termination of this Lease.
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27.06 Quiet En mayment: Bi ndju Coven antis Landlord covenants that Tenant, on paying the Rent, charges
for services and other payments herein reserved and on keeping, observing and performing all the other terms,
conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed,
shall, during the Term, peaceably and quietly have, hold and enjoy the Promises subject to the terms, conditions,
provisions and agreements hereof, and the rights of all Mortgagee, without interference. by any persons lawfully
claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied. This
covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during Its or
their respective per�cds of ownership of the Building.
27.07 Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes
all prior agreern and understandings related to the Premises. This Lease may be modified only by a written
agreement signed by Landlord and Tenant.
27.08 Authority. Each individual executing this Lease an behaif of Tenant hereby represents and warrants
that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right
and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do
so. In such event. Tenant shall, Mthir ter (10) days after execution of this Lease, dailiver to Landlord satisfactory
evidence of such authority and, if an entity, upon demand by Landlord, also deliver to Landlord satisfactory evidence
of (I) good standing in Tenant's state of �ncorporation or formation and (ii) qualification to do business in California.
27.0.9 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are
confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose
such confidential information to any person of entity other than Tenant's finaricialT legal, and space planning
consultants,
27,10 Asset Control and Anti -Terrorism Regulations. Neither Tenant nor any of its affiliates, nor any of
their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by
this Lease, is or will be (a) conducUng any business or engaging in any transaction or dealing with any person
appearing on the U.& Treasury Department's OFAC list of prohibited countries, terMories. "specifically designated
nationals" ("SIDNs") or "blocked person" (each a "Prohlblited Person") (which lists can be accessed at the following
web address: http:liwww.ustreas.gov/offices/enforcemenVofac/), including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b) engaging in certain
dealings with countries and organizations designated Linder Section 311 of the USA PATRIOT Act as warranting
special measures due to money laundering concerns; (c) dealing in, or otherwise engaging in any transaction relating
to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001,
relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism"; (d) a foreign shell bank or any person that a financial institution would be prohibited from
transacting with under the USA PATRIOT Act: of (e) engaging in or conspiring to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth
in (i) any U.S. anti -money laundering law, (ii) the Foreign Corrupt Practices Act, (iii) the U.S. mail and wire fraud
statutes, (il the Travel Act, (v) any similar or successor statutes, or (vi) any regulaflons promulgated under the
foregoing statutes. If at any time this representation becomes false, then it shall be considered a Default under this
Lease as to which there shall be no right to notice or an opportunity to cure, notwithstanding anything contained in
this Lease to the contrary, and Landlord shall have the right to immediately exercise all of the remedies set forth in
this Lease, including immediate termination of this Lease.
27.11 Compliance with Laws. Tenant shall not do anything or suffer anything to be done in or about the
Promises or Project which will in any way conflict with any Laws now in force or which may hereafter be enacted or
promulgated, including, without limitation, any such governmental regulations related to disabled access. At its sole
cost and expense, Tenant shall promptly rornply with all applicable Laws (including the making of any alterations to
the Premises required by applicable Laws) which relate to (i) Tenant's use of the Premises, (ii the Alterations or any
tenant improvements in the Premises, or (iii) the base Building. but, as to the base Building, only to the extent such
obligations are triggered by Tenant's Alterations, any tenant lMPTDV0MOntS, or use of the Promises for non -general
offire use, Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal
or local governmental body charged with the establiishmerit, regulation and enforcement of occupattonal, health or
safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense,
to comply promptly with such standards or rcgu�ations. The judgment of any court of competent jurisdiction or the
admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has voiated
any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant.
27,12 NoAirRights. NO Fights to any view or to light or air over any property, whether belonging to Landlord
or any other person, are granted to Tenant by this Lease. If at any time any Wridows of the Premises is temporarily
darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or
cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution
of Tenant's obligations under this Lease.
27.13 No Recordino. Neither this Lease, nor any memorandum, affidavit or other writing with respect
thereto, shall be recorded or otherwise published by Tenant or by anyone acting through, under or on behalf of
Tenant.
27.14 Petal Invalidity. If any term, provision or condition contained in this Lease shaJI, to any extent, be
invalid or unen able, the remainder of this Lease, or the -application of such term, provision or condition to persons
or circumstances other than those With respect to which it is invalid or unenforceable, shall not be affected thereby,
and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest
extent possible permitted by law.
27.15 Governing LawE WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in
accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM,
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LANDLORD AND TENANT HEREBY CONSENT TO (1) THE JURISDICTION OF ANY COMPETENT COURT
WITHIN THE STATE OF CALIFORNIA, (11) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY
CALIFORNIA LAW, AND (111) IN THE INTEREST OF SAVING TIME AND EXPENSE AND TO THE EXTENT
PERMITTED BY LAW, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN
RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THS LEASE, THE RELATIONSHIP
OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR
INJURY OR DAMAGE. OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD
COMMENCES ANY SUMMARY PROCEEDINGS OR ACT�ON FOR NONPAYMENT OF BASE RENT OR
ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR
ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.
27.16 Building Renovations, It is specifically understood and agreed that Landlord has made no
representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve,
renovate, repair or decorate the Premises, Building. or any part thereof and that no representations respecting the
cardigan of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth
herein or in the Work Letter, However, Tenant hereby acknowledges that Landlord is currently renovating or may
during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Project. the Building
and/or the Premises Including without IlMitation the parking structure, common areas, systems and equipment, roof,
and structural porbons of the same, which Renovations may include, without limitation, (i) installing sprinklers in the
Building's Common Areas and tenant spaces, (ii) modifying the common areas and tenant spaces to comply with
applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and
building safety and security, and (iii) installing now floor covering, lighting, and wall coverings In the Bui�ding's
Common Areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or
other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of
the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building.
Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no
way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no
responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's
business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord
for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting
from the Renovations or Landlord's actions in connection with such Renovatons, or for any Inconvenience or
annoyance occasioned by such Renovations or Landlord's actions.
28. Parking.
28.01 Tenant's Parking Passes. During the Term of this Lease, Tenant shall purchase from Landlord, the
number of parking passes specified in the Basic Lease Information hereof for use by Tenant's employees in the
common parking areas for the Building within the Property, as designated by Landlord from time to time as set forth
in more detail in Section 1, 12, Landlord shall at all times have the right to establish and modify the nature and extent
of the parking areas for the Building and Properly (including whether such areas shall be surface, underground and/or
other structures) as long as Tenant is provided the number of parking passes designated in the Basic; Lease
Informaton. In addition, Landlord may, in its sale discretion, assign any unreserved and unassigned parking spaces,
and/or make all or a portion of such spaces reserved.
26.02 Visitor Parking Charcies. �n addition to such parking passes for use by Tenant's employees, Landlord
shall permit access to the parking areas for Tenant's visitors, subject to availability of spaces and payment (by
validation charges or otherwise) of daily Visitor parking charges therefor as may be established and adjusted by
Landlord from time to time.
28.03 Parking Rules. The use of the parkling areas shall be subject to any reasonable, non-cliscriminatary
rules and regulations adopted by Landlord andior Landlord's parking operators from time to time, including any
system for controlled Ingress and egress and charging visitors and invitees, with appropriate provision for validation
of such charges. Tenant shall riot use more parking spaces than �ts allotment and shall not use any park�ng spaces
specifically assigned by Landlord to other tenants of the BuJIding or Property or for such other uses as visitor park�ng.
Tenant's parking passes shall be used only for parking by vehicles no larger than normally sized passenger
automobiles or pick-up trucks, Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant
or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other
than those designated by Landlord for such activities. If Tenant permits or allows any of the prohlbited activities
described herein, including, without limitation, parking in spaces designated as reserved spaces, illegal parking, and
any non-compliance with posted signage, then Landlord shall have the right, W�thout n0tiGBr in addltion to such other
rights and remedies that it may have, to remove or tow away the vehicle inv6ved and charge the cost thereof to
Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord.
29. Joint and Several Obligations. If more than I person executes this Lease as Tenant, their execution of
this Lease will constitute their covenant and agreement that (1) each of them is jointly and severally liatite for the
keeping, observing and performing of all of the terms. covenants, conditions, provisions and agreements of this Lease
to be kept, observed and performed by Tenant, and (ii) the term "Tenant" as used in this Lease means and includes
each of them jointly and severally, The act of or notice from, or notice or refund to. or the signature of any I or more
of them. with respect to the tenancy of thiis Lease, Including, but not limited to, any renewal, extension, expiration,
termination or modification of this Lease, will be binding upon each and all of the persons executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or so given or received such notice or
refund or so signed.
30. Counterparts; Electronic Delivery. This Lease may be executed in one or more counterparts, each of
which shall constitute an original and all of which shall be one and the same agreement. The partes may exchange
counterpart signatures by facsimile or electronic transmission and the same shall constitute delivery of this Lease
-12- 1201 DOVE STREET
Secada Medical
483B-3804-5604.2
8-43
with respect to the cluilverirg party. If a variation or discrepancy among counterparts occurs, the copy of this Lease
in Landlord's possession shall control.
31. Hazardous Substance Disclosure. California law requires landlords to disclose to tenants the existence of
cartain Hazardous Materials (hereinafter defined). As used herein, "Hazardous Materials" means any chemical,
substance, material, controlled substance, object, condition, waste, living organism or combination thereof, whether
solid, semi -solid, fiquid or gaseous, which is or may be hazardous to human health or safety or to the environment
due to its radioactivity, ignitabdity, conrosivity. reactivity, explosivity, toxicity, carcinogen �Gity, mutagenicity,
phytotox�clty, infectiousness or other harmful or potentially harmful properties or effects, including, without limitation,
tobacco smoke, petroleum and petroleum products, asbestos, radon, polyohlor�nated biphenyls (PCBs), refrigerants
(including those substances defined in the Environmental Protection Agency's "Refrigerant Rerycling Rule", as
amended from time to time) and all of those chemicals, substances, materiais, controlled substances, objects,
conditions, wastes, living organisms or combinations thereof which are now or become in the future listed, defined or
regulated in any manner by any Laws, rules or regulations governing Hazardous Materials based upon, directly or
Indirectly, such properties or effects. Accordingly, the existence of gasoline and other automotive fluids, asbestos
containing materials, maintenance fluids, copying fluids and other office suppl�es -grid equipment, certain construction
and finish materia�s, tobacco smoke, cosmetics arid other personal items must be disclosed. Gasoline and other
automotive fluids are found In the parking areas of the Property. Gleaning, lubricating and hydraulic fluids used in
the operation and maintenance of the Building are found in the utility areas of the Building not generally accessible
to Building occupants or the public. Many Building occupants use copy machines and printers with assoctated fluids
and toners, and pens, markets, inks, and office equipmentthat may contain Hazardous Materials. Contain adhesives,
paints andother construction materials and finishes used in portions of the Building may contain Hazardous Materials.
The Building may from time to time be exposed to tobacco smoke. Buiiding occupants and other persons enlering
the Building from time to time may use or carry prescription and non-presGripticin drugs, perfumes, cosmetics and
other toiletries, and foods and beverages, some of which may contain Hazardous Materials. By its execution of this
Lease, Tenant acknowledges thatthe notice setforth hereinabove shall constitute the notice required underCalifornia
Health and Safety Code Section 25915.5.
32. Consent/Duty to Act Reasonably. Except as otherwise provided in the Lease, any time the Consent of
Land�ord or Tenant is required under the Lease, such consent shall not be unreasonably withheld, conditioned or
delayed. Whenever the Lease grants Landlord or Tenant the right to take action, exercise discretion or make other
determinations, Landlord or Tenant shall act reasonably in good faith and take no action which might result in the
frustration of the reasonable expeutations of the parties hereto,
[S�GNATURES ON NEXT PAGE1
an
1201 DOVE STREET
Secada ModIcal
4836-�3804-5SO4.2
8-44
Landlord and Tenant have executed this Lease as of the day and year first above written.
LANDLORD:
AG DOVE OWNER, L.P.,
a Delaware limited partnership
By: AG OC Portfolio G , L.L.C.,
a Delaware limitedfability company,
its gereral partner"
By: ?!�
Name: ppIrke-MLIller
Title: AUthoriZed SignatorY
TENANT:
SECADA M ICAL, LLC,
a Californi mited liability c"
By:
Name: cx�otd—
Title:
By: PIA
Name:
Title:
�2, 1 Z>(-34?-c,
Tenant's Tax ID Number (FEIN)
S-1
1201 DOVE STREET
Secada Medical
4B38-3804-5604.2
8-45
EXHIBIT A
OUTLINE AND LOCATION OF PREMISES
Exhibit A is irtanded only to show the general layout of the Promises as of the beginning of the Term of this Lease.
It does not in any way supersede any of Landlord's rights with respect to arrangements and/or locations of public
parts of the Building and changes in such arrangements and/or locations. It is not to scale� any measurements or
distances shown should be taken as approximate.
EXHIBIT A 1201 BOVE STREET
Secada MedIc4l
4838-3804-5604.2
8-46
EXHIBIT B
EXPENSES AND TAXES
This Exhbq is attached to and made a part of the Lease by and between AG DOVE OWNER, L.P., a
Delaware limited partnership ("Landlord") and SECADA MEDICAL, li a Caftfornia limited liability company dba
"Ventris Medical" ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
Payments.
1�01 Tenant shall pay Tenant's Pro Rata Share of the amount. if any, by whlrh Expenses (defined below)
for each calendar year during the Term exceed Expenses for the Base Year (the "Expense Excess") and also the
amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base
Year (the "Tax Excess"). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or
Taxes for the Base Year, TenanCs Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year
shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess
for each calendar year during the Term. On or before the first day of each month, Teraril shall pay to Landlord a
monthly installment equal to one -twelfth of TenanCs Pro Rata Share of Landlord's estimate of both the Expense
Excess and Tax Excess. After Its receipt of the revised estimate, Tenant's monthly payments shall be based upon
the revised estimate. If Landlord does not prov�de Tenant with an estimate of the Expense Excess or the Tax Excess
by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's
estimate(s) until Landlord provides Tenant with the new estimate, The failure of Landlord to timely furnish any such
statement for any year shall not preclude Landlord from enforcing its rights to collect any Expense Excess or Tax
Excess under this Section.
1.02 As soon as is practical following the and of each calendar year, Landlord shall furnish Tenant with a
reasonably detailed statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess
for the prior calendar year, and if Tenant has any question in good faith regarding a particuiar item of Expenses,
Landlord shall reasonably cooperate with Tenant to make reasonable supporting information available. If the
estimated Expense Excess or estimated Tax Excess for the prlor calendar year is more than the actual Expense
Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant
with a refund or apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term
expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first
deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar
year is less than the actual Expense Excess or actual Tax Excess, as the case may he, for such prior year, Tenant
shall pay Landlord, Within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the
prior calendar year.
2. Expenses.
2.01 "Expanses" means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Project and the Property. Expenses include, without llmitat�on:
(a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training,
retirement plans, pension plans and other employee benefits; (b) managementfees; (c) the cost of equipping, staffing
and operating an on -site and/or off -site management office for the Project. provided if the management office services
1 or more other buildings or properties, the shared costs and expenses of equipping. staffing and operating such
management office(s) shall be equitably prorated and apportioned between the Building and/or the other buildings or
properties within or outside the Property, as applicable; (d) accounting costs; (a) the cost of sLrvices; (f) rental and
purchase cost of parts, supplies, tools and equipment; (9) insurance premiums and deductibles; (h) electricity, gas
and other utility costs: (1) an administration and overhead fee 0) a property management fee, (k) the cost of
landscaping, relampling, and all supplies, tools, equipment and materials used In the operation, repair and
maintenance of the Property, or any portion thereof, (1) operation, repair, maintenance, renovation, replacement and
restoration of all systems and equipment and components thereof of the Property, (m) the cost of janitorial, alarm,
security and other services, (n) payments under any easement, license, operating agreement, declaration, restrictive
covenant, or instrument pertaining to the sharing of costs by the Property; (n) costs of any additional services not
provided to the Property as of the Commencement Date but which are thereafter provided by Landlord in connection
with its prudent management of the Property; and (p) the amortized cost of capital improvements (as distinguished
from replacement parts or components installed in the ordinary course of business) which are intended to reduce
other operating costs or increases thereof, or upgrade Building and/or Project security, or which are required to bring
the Building ard/or Project into compliance with applicable laws and building codes effective after the
Commencement Date. The cost of capital improvements shall be amortized by Landlord over the useful life of the
capital improvement as reasonably determined by Landlord in accordance with generally accepted accounting
princlples. The amortized cost of capital improvements may, at Landlord's option, include actual interest at the rate
that Landlord would reasonably be required to pay to finance the cost of the capital improvement. Landlord, by itself
or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under
this Lease. If Landlord Incurs Expenses for the Building, the Project or the Property together with 1 or more other
buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or
otherwise, the shared costs and expenses shall be eqLjitably prorated and apportioned between the Building, the
Project and the Property, and the other buildings or properties. Expenses for the Base Year shall not include market -
wide cost lncreases (including utility rate increases) due to extraordinary circumstances, including, but not Ilmited to,
Force Majettre, boycotts, strikes, conservation surcharges, embargoes or shortages, or amorttzed costs.
2.02 NotwIthstanding the foregoing, Expenses shall not include: any ground lease rental; depreciation;
principal payments of mortgage and other non-operatfng debts of Lari the cost of repairs or other work to the
extent Landlord is reimbursed by insurance, condemnation proceeds, tenants (other than through Expense pass-
throughs), warrantars, or other third parties; Costs in connection with leasing space in the Building, includiing
EXHISITB 1201 DOVE STREET
Sao-ada Medical
4838-3804-5604.2
8-47
brokerage commissions, finders' fees, attorneys' fees, permits, license and inspection costs� lease roncessbns,
rental abatements and construction allowances granted to specific tenants or incurred in renovating or otherwise
improving, decorating, painting of redecorating vacant space for tenants or other occupants of the Building; costs of
installing the inilbal landscaping and the initial sculpture, paintings and objects of art for the Building and Project; costs
incurred by Landlord for improvements or replacements (including structural addit�ons), repairs, equipment and tools
which are of a "capital" nature and/or whiich are considered "capital" improvements or replacements under generally
accepted accounting princfples, except to the extent included 0 Expenses pursuantto the definition above of by other
express terms of this Lease; costs incurred in connection with the sale, financing or refinancing of the Building; fines,
interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated
with the creation and operation of the entity which constitutes Landlord; costs arising from Landlord's charitable or
political contributions; costs incurred by Landlord due to the violation by Landlord or any law, code, regulation, or
ordinance; advertising expenditures� any bad debt loss, rent loss, or reserves for bad debts or rent loss; or any
penalties, damages, settlements, judgments, or awards that Landlord pays to Tenant under this Lease, to other
tenants n the Building under their respective leases, or providers of goods and services to the Project.
2.03 If at any time during a calendar year the 90ding is not at least 95% occupied or Landlord Is not
supplying services to atleast 95% of �he total Rentable Square Footage of the Build;nq, Expenses shall, at Landlord's
option, be determined as if the Building had been 135% occupied and Landlord had been supplying serv�ces to 95%
of the Rentable Square Footage of the Building. If Expenses for a calendar year are determined as provided in the
prior sentence, Expenses for the Base Year shall also be determined in such manner.
3. "Taxes" shall meaw (a) all real property taxes and other assessments on the Building, the Project and/or
Property, Including, but not limited to, gross receipts taxes, assessments for special improvement districts and
building improvement districts, governmental charges. fees and assessments for police, fire, traffic mitigation or other
governmental service of purported benefit to the Property, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the Property's share of any real estate
taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement
as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with
the operation, maintenance and repair of the Property; and (c) all costs and fees incurred in connection with seeking
reductions in any tax liabilities described In (a) and (b), including, without limitation, any costs incurred by Landlord
for compliance, review and appeal of tax liabIlIties. Without limitation, Taxes shall not include any income, capital
�evy, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during
which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted
arid Landlord shall provide Tenant with a credit, it any, based on the adjustment. Likewise, if a change is obtained
for Taxes for the Base Year. Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years
shall be recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the
Tax Excess within 30 days after TenantT s receipt of a statement from Landlord.
EXHIBIT B 1201 DOVE STREET
Secads Medical
4838-3804-5604.2
8-48
EXHIBIT C
WORK LETTER
(TURN KEY ALLOWANCE CAP)
This Exhibit C is attached to and made a part of the Office Lease Agreement ("Lease") by and between AG
DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited
liability company dba 'Ventris Medical" ("Tenant") for space in the Buil6ng located at 1201 Dove Street, Newport
Beach, California.
Landlord, at its sole cost and expense, up to the amount of the Allowance as referenced below (subject to
the terms and provisions ofthis Section 1 and Section 2 below), shall perform improvements to the Premises
in accordance with the space plwn —attached here —to as Schedule 1 (the "Space Plan") using Building standard
methods, materials and finishes. The improvements to be performed In accordance with the Space Plan are
hereinafter referred to as the "Landlord Work". Notwithstanding anything to the contrary herein, Tenant
acknowledges and agrees that Landlord shall not be obligated to pay more than $124,072.80 (calculated at
a rate of $40.80 per rentable square footof the Prem�ses) (the "Allowance") to complete the Landlord Work,
and Tenant shall pay to Landlord (within five (5) business days after invoice therefor) the amount of any
actual and reasonable costs incurred by Landlord to complete the Landlord Work in excess of the Allowance,
provided that Tenant's obligation to pay amounts in excess ofthe Allowance shall not arise to the extent that
the increased costiathe result of Landlord's faflure to complete the Landlord Work in substanUal accordance
with the Space Plan (unless Tenant made changes to the Space Plan). It Is further understood and agreed
that in no event shall the Allowance be used or applied to costs of design and construction of -any server
rooms, computer or phone rooms, and/or any other improvements with non-Buiiding standard improvements,
materials andlor quantities (collectively, the "Overstandard Improvements"), and all costs relating to
designing and constructing such Overstandard Improvements will be at Tenant's sole cost and expense and
shall require Landlord's prior approval. Prior to commencement of construction of the Landlord Work, Tenant
shall pay to Lan6ord all costs related to the Overstandard Improvements, and the expected costs of the
Landlord Work exceeding the Allowance. Landlord shall enter into a direct contract for the Landlord Work
with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or
approve of any subcontractors used In connection with the Landlord Work. The costs of the Landlord Work
shall include any and all architectural fees, engineering fees, city pemnits, a general contractor's fee, arid a
constructon management fee paid to Landlord's construction manager in the amount of three percent (3%)
of the total cost of the Landlord Work. Any portion of the Allowance which is not used an or before
November 1, 2020 ("Allowance Deadline") shall revert to Landlord.
2. All other work and upgrades, subject to Landlord's approva�, shall be at Tenants sole cost and expense, plus
any applicable state sales or use tax thereon, payable upon demand as Additional Rent and a construction
management fee payable to Landlord equivalent to five percent (5%) of the cost of such work and upgrades.
3. Landlord's supervision or performance of any work for or on behalf of Tenant shali not be deemed to be a
representation by Landlord that such work complies with applicable insurance requirements, building codes,
ordinances, Laws or regulatons or that the improvements constructed will be adequate for Tenant's use,
4. Landlord and Tenant agree to cooperate with each other In order to enable the Landlord Work to be
performed in a timely manner and with as little inconvenience to the operation of Terant's business as is
reasonably possible. Notwithstanding anything herein to the contrary and except as caused by Landlord's
gross negliger;ce orwillful Misconduct, any delay in the completion of the Landlord Work or inconvenience
suffered by Tenant during the performance of the Landlord Work shall not subject Landlord to any liability for
any loss or damage resulting therefrom or entitle Tenant to -any cred�t, abatement or adjustment of Rent or
other sums payable under the Lease.
5. The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture, furnishings,
telephone and data equipment, or other personal property. Tenant shall assume full responsibility to ensure
that a�l items associated with the Landlord Work are adequate to fully meet the requirements of Tenant's
intended use of the Premises.
6. Notwithstanding any provisions of this Work Letter, If Tenant uses less than the Allowance for the Landlord
Work, Tenant may request in a written notice delivered to Landlord on or before Allowance Deadline, that the
lesser of (a) any unused portion of the Allowance or (b) $63,252.80 (calculated at the rate of $20.80 per
rentable square foot of the Premises), be applied as a credit against Tenant's Rent (including parking
charges) ("Rent Credit Notice") or towards additional improvements to the Promises constructed by Tenant
in accordance wfth Section 9.02 of the Lease ("Improvement Credit Notice"). If Tenant timely and properly
delivers the Rent Credit Notice to Landlord, the credit against Rent shall commence following the later of
(i) November 1, 2020 or (11) thirty (30) days following the delivery of the Rent Credit Notice to Landlord, and
continue thereafter until exhausted. if Tenant timely and properly delivers the Improvement Credit Notice to
Landlord. Land�ord shall reimburse Tenant for such additional improvements within 30 days after proof of
work performed, sat�sfactlon of the conditions set forth in Section 9.02 of the Lease and payment by Tenant
as reasonably requested by Landlord. Any portion of the Allowance that is not so requested by Tenant on or
before the Allowance Deadline shall revert to Landlord.
This Exhibit C shall not be deemed applicable to any additional space added to the Premises at any time or
from bme to time, whether by any options under the Lease or otherwise, or to any portion of the original
Premises or any additions to the Premises In the event of a renewal or extension of the Lease Term, whether
by any options under the Lease or otherwise. unless expressty so provided in the Lease.
EXHIBIT C 1201 DOVE STREET
Secade Medcal
4a3B-3804-5604,2
8-49
Landlord will rot be responsible for moving any of Tenant's furniture or equipment in connection with the
performance of the Landlord Work, and Tenant shall ba solely responsible for such furniture ard equipment.
Tenant hereby acknowledges that Landlord will be pefform�ng the Landlord Work during the Lease Term,
and Landlord's performance of such work shall not be deemed a constructive eviction of Tenant, nor shall
Tenant be entitled to any abatement of rent In connection therewith.
EXH&T C 12DI DOVE STREET
Secada Medical
4838-3804-5004.2
8-50
SCHEDULE 1 TO EXHIBIT C
SPACE PLAN
The Landlord Work shall consist of only finish work to the Premises such as replacement of the ceiling grid,
replacement of carpeting, repa�nting, replacement of tile flooring, and replacement of the kitchen millwork. The exact
scope of the Landlord Work shall be mutually agreed upon in good faith by Landlord and Tenant within five (5)
business days following the date of full execution and delivery of this Lease; provided that the Landlord Work shall
rot include changing the location of any wall.
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SCHEDULE I TO 1201 DOVE STREET
EXHOT C Secada Med1cal
-1-
4538-3804-5604.2
8-51
EXHIBIT D
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking
areas/garage, the Property and the appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control.
Capitalized terms have the same meaning as deflned ln the Lease.
1� Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant
or used by Tenant for any purpose other than ingress -and egress to and from the Premises. No rubbish,
litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit
Tenanfs employees to loiter in Common Areas or elsewhere about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings,
rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage
resulting to fixtures or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant,
and Landlord shall not be responsiWe for the damage.
3 No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts Of the
Building, except those of such coior, size, style and In such places as are first approved In writing by Landlord.
All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at
Landlord's initial cost and expense (provided that any future changes to Tenant's name shall be at Tenanfs
sale cost and expense), using the standard graphics for the Building. Except in connection with the hanging
of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the
Premises or Building except by the Building maintenance personnel without Landlord's prior approva�, which
approval shall not be unreasonably withheld.
4. Landlord shall proviide and maintain in the first floor (main lobby) of the Building an alphabetical directory
board or other directory device listing tenants, including Tenant, at no charge to Tenant, and no other
directory shall be permitted unless previously consented to by Landlord in writing.
5, Tenant shall not place any lock(s) on any door, or install any security system (IncludIng, without limitation,
card key systems, alarms or security cameras), in the Promises or Building without Landlord's prior written
consent, which consent shall not be unreasonably withheld, and Landlord shall have the right to retain at all
times and to use keys or other access codes or devices to all looks and/or security system within and into
the Premises. A reasonable number of keys to the looks on the entry dnors in the Premises shall be furnished
by Landlord to Tenant at Tenant's cost, and Tenant shall not make any duplicate keys. All keys shall be
returned to Landlord at the expiration or early termination of this Lease. Further, if and to the extent Tenant
re -keys, re -programs or otherwise changes any looks at the Project, Tenant shall be obligated to restore all
such looks and key systems to be consistent with the master lock and key system at the Buiiding, all at
Tenant's sole cost and expense.
6. All contractors, contractor's representatives and installation technicians performing work in the Building shall
be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be
required to GOMPIY with Landlord's standard rules, regulations. policies and procedures, which may be
revised from time to time.
7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of
merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall
be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord's prior approvW by
providing a detailed listing of the activity. If approved by Landlord, the activity shall be under the supervision
of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to
articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of
Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant
shall be solely liable for any resulting damage or loss-
8- Landlord shall have the right to approve the weight, sfze, or location of heavy equipment or articles in and
about the Premises, which approval shall not be unreasonably withheld, Damage to the Building by the
installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's
sole expense.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not. (i) make or permit any improper, objectionable or unpleasant noises or odors in the Building,
or otherwise interfere In any way with other tenants or persons having business with them� (ii) sollcft business
or distribute, or cause to be distributed, in any porUon of the Budding, handbills, promotional matertals or
other advertising; or (iii) conduct or perrilt other activities in the Building that Might, In Landlord's sole opinion,
constitute a nuisance.
11. No animals, except those assisting handicapped persons, shall be brought �nta the Building or kept In or
about the Promises.
12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises,
Building or about the Property, except for those -substances as are typically found in similar premises used
for general office purposes and are being used by Tenant in a safe manner and In accordance with all
EXHIBIT D 1201 DOVE STREET
Secada Mediral
4838-3804-5604.2
8-52
applicabJe Laws, rules and regulations. Tenant shall not, without Landlord's prior written consent, use, store,
Install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property,
any asbestos -containing materials or any sold, liquid or gaseous material now or subsequenty consldered
toxic or hazardous under the provisions of 42 U.S.C. Section 9601 at §itg. or any other applicable
environmental Laws which may now or later be in effect. Tenant shall corr�p_ly with all Laws pertaining to and
governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and
removal,
13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the
reputation or impair the present or future value of the Promises or the Building. Tenant shall not Use, or
permit any part of the Premises to be used, for lodging, sleeping or for any Illegal purpose.
14. Tenant shall riot take any action which would violate Landlord's labor contracts or which would cause a work
stoppage, picketing, labor disruption or dispute, or interfere with Landiord's or any other tenant's or occupant's
business or with the rights and privileges of any person lawfully in the Bulldlng ("Labor Disruption"). Tenant
shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the
request of Landlord, immediately terminate any work in the Premises that gave r[se to the Labor Disruption,
until Landlord gives its wrRen consent for the work to resume. Tenant shall have no claim for damages
against Landlord or any of the Landlord Related Parties, nor shall the Commencement Date of the Term be
extended as a result of the above actions.
15. Ten -ant shall not Install, operate or malnta�n in the Premises or �n any other area of the Building, electrical
equipment that would overload the electrical system beyond its capacity for proper, efficient and safe
operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Promises,
including, without limitation, the use of electronic or gas heating devices, portable coolers (such as "move 'n
cools") or space heaters, without Landlord's prior w6tten consent, Tenant shall not use more than its
proportionate share of telephone lines and other telecommunication facilities avaiiable to service the Building.
16. Tenant shall not operate or permit to be operMed a coin or taken operated vending machine or similar device
(includ�ng. without limitation, telephones, lockers, toilets, scales, amusement devices -and machines for sale
of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of
Tenanfs employees and invitoes.
17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building,
except in areas designated by Landlord.
Ia. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its
occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invIteas shall
comply with Landlord's systems and procedures.
19. Landlord shall have the right to prohibit the Use of the name of the Building or any other publicity by Tenant
that In Landlord's sale opinion may impair the reputatlon of the Building or Its desirability. Upon written notice
from Landlord, Tenant shall refrain from and discontinue such publicity immediately.
20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in
the Common Areas, unless the Common Areas have been declared a designated smoking area by Landlord,
nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other
part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a
non-smoking building.
21. Landlord shafl have the right to designate and approve standard window coverings for the Premises and to
establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to
the extent reasonably practicable, that window coverings are closed on windows in the Premises while they
are exposed to the direct rays of the sun.
22. Deliveries to and from the Promises shall be made only at the times, in the areas and through the entrances
and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a
manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any
pedestrian use, or any use which is inconsistent with good business practice.
23. The work of cleaning personnel shall not be hridered by Tenant after 5:30 P.M., and cleaning work may he
done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time.
Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to t1he
cleaning service.
PARKING RULES AND REGULATIONS
(1) Landlord reserves the right to estabHsh and reasonably charge the hours for the parking areas, on a non-
discriminatory basis, from time to time. Tenant shall not store or permit its employees to store any
aulornobiles In the parking areas without the prior written consent of the operator. Except for emergency
repairs, Tenant and Its employees Shall not perform any wofkon any automobiles while located in the parking
areas, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking
Facility overnight, Tenant shall provide the operator vvlth prior notice thereof designating the license plate
number and model of such automobile-
EXHIBITD 1201 DOVE STREET
Seesda Madical
4838-3804-5604 2
8-53
(11) Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in
areas reserved for small cars.
(Ili) All directional signs and arrows must be observed.
(lv) The speed limit shall be 5 m1les per hour.
(v) Parking spaces reserved for han&capped persons must be used only by vehicles properly designated,
(vi) Parking is prohibited in all areas not expressly designated for parking, including without llmitafian�
(a ) areas not striped for parking
(b) aisles
(c) where "no parking" signs are posted
(d) ramps
(a) loading zones
(vii) Parking stickers, key cards or any other devlces or forms of identification or entry supplied by the operator
shall remain the property of the operator. Such device must be displayed as requested and may not be
mutilated In any manner. The sel-W number of the parking identification device may not be obliterated.
Parking passes and devIces are not transferable and any pass ordevice ln the possession of an unauthorized
holder will be void.
(viii) Parking areas managers or attendants are not authorlzed to make or allow any exceptions to these Rules.
(Ix) Every parker is required to park and lock his/her own car.
(x) Loss or theft of parking pass, identificatlon, key cards or other such devices must be reported to Landlord
and to the parking areas manager immediately. Any parking devices reported lost or stolen found on any
authorlzed car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes
and devices found by Tenant or its employees must be reported to the office of the park�ng areas immedi[atefy.
(XI) W@shing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited.
Parking spaces may be used only for parking automobiles.
(xii) Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.
TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMIT -FED BY LAW,
LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT'S
PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S
AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING
FROM OR RELATED TO TENANT'S USE OF THE PARKING AREAS OR EXERCISE OF ANY RIGHTS
UNDERTHIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM
LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD'S
LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR
DAMAGE ARISM DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.
B. Without limiting the provisions of Paragraph above, Tenant hereby voluntarily releases, discharges, waives
and relinquishes any and all actions or causes of action for personal Injury or property damage occurring to
Tenant arising as a result of parking �n the parking areas or any activities incidental thereto, wherever or
however the same may occur, and further agrees that Tenant wil� not prosecute any claim for personal injury
or property damage against Landlord or any of its officers, agents, servants or employees for any said causes
of action. It is the Intention of Tenant by th�s instrument, to exempt and relieve Landlord from liability for
personal Injury or property damage caused by negligence. If Tenant fails to comply with the parking rules
and rogulat;ons set forth heroin, Landlord shalt have the right to take such action as may be necessary to
enforcement thereof, which may include the towing of vehicles, attachment of wheel immobilizer units
(boats) and the like.
C. The provisions of Section 28 of the Lease are hereby incorporated by reference as if fully recited.
By executing the Lease to which this Exhibit D is attached, Tenant acknowledges that it has read and agreed
to be bound by the forgoing Building Rules -and Regulations. Tenant further ronfirms that it has been fully
and completely advised of the potential dangers incidental to parking in the parking areas and the terms and
conditions set forth abOVer
EXHIBIT D 1201 D0vE STREET
Secada Medical
4838-3804-5604.2
8-54
EXHIBIT E
INTENTIONALLY OMITTED
EXHIBITE 1201 DOVE STREET
Sacada Medical
4838-3804-5604.2
8-55
EXHIBIT F
INTENTIONALLY OMITTED
M1131T F 1201 DOME STREET
Secada Medical
4VB-3904-5004�2
8-56
EXHI[1311T G
STATEMENT OF TENANT REGARDING LEASE COMMENCEMENT
The undersigned as Tenant under that certain Office Lease Agreement made arid entered into by and
between AG DOVE OWNER, L.P., a Delaware limited partnership, as Landlord, and the undersigned, as Tenant (the
"Lease"), hereby certffies that�
1) The undersigned has entered into occupancy of the Premises described in said Lease on
.20_.
2) All conditions under said Lease to be performed by Landlord have been satisfied, and on this date
there are not existing defenses or offsets which the undersigned has against the enforcement of said
Lease by Landlord,
3) The Term of the Lease commenced, or will commerce, as of _, 20 , which date shall be
the "Commencement Date" under the terms of the Lease.
4) The "Expiration Date" of the Lease is .20 , subject to extension or earlier termination in
accordance with the terms and conditions of the Lease.
5) Tenant accepts the Prem�ses in its "As -is" condition as of the date of Tenant's possession thereof.
6) Tenants obligation to pay Base Rent will commence an _, 20_. The Abatement Period (as
defined in Section 3 of the Lease) will commence an _, and end on _, 20—.
7) Tenanrs obIlgation to pay Tenant's Pro Rata Share of Expenses and Taxes will commence on
20_.
Yours very truly,
a
By:
Name:
Its:
EXHIBIT G 1201 DOVE STREET
Secada Medical
4831�-3804-5604.2
8-57
EXHIBIT H
ASBESTOS NOTIFICATION
This Exhibit H (the "Exhibit") is attached to and made a part of the Lease by and between AG DOVE
OWNER, L,P., a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability
company dba "Ventris Medical" ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach,
California (the "Building").
A3bestos-containing materials ("ACMs") were historically commonly used in the construction of commercial buildings
across the country. ACMB were commonly used because of their beneficial qualities, ACMs are fire-resistant and
provide good noise and temperature insulation.
Some common types of ACMs include surfacing Materials (such -as spray -on fireproofinj stucco. plaster and textured
paint), flooring mater�als (such as v;nyl floor tile and vinyl flOOTsheeting) and their associated mastics, carpet mastic,
thermal system insulation (such as pipe or duct wrap, boiler wrap and cooling tower insulation), roofing materials,
drywall, drywall joint tape and drywall joint compound, acoustic ceiling tiles, transite board, base cove and associated
mastic, caufl(ing, window qlaz�ng and fire doors. These materials are not required under law to be removed from any
building (except prior to demolition and certain renovation projerts). Moreover, ACMs generally are not thought to
present a threat to human health unless they cause a release of asbestos fibers into the air, which does not typically
occur uniess (1) the ACMs are in a deteriorated condition, or (2) the ACM.s have been significanty disturbed (such
as through abrasive cleaning, or maintenance or renovation activities).
It is possible that some of the various types of ACMs noted above (or other types) are present at various locations in
the Building. Anyone who finds any such materials in the Building should assurne them to contain asbastos. unless
those materials are properly tested and found to be otherwise. In addition, under applicab�e law, certain of these
materials are required to be presumed to contain asbestos in the Building because the Building was built prior to
1981 (these materials are typically referred to as "Presumed Asbestos Containing Materials" or "PACIU!"). PACM
consists of thermal system insulation and surfacing material found in buildings constructed prilor to 1981, and asphalt
orvinyl flooring installed prior to 19BI. If any thermal system insulation, asphalt or vinyl flooring or surfacing materials
are found to be present in the Building, such materials must be considered PACM unless properly tested and found
otherwise. In addition, Landlord has identified the presence of certain ACMs in the Bufliding. For information about
the Spedft types and locations of these identified ACMs, pleaue contact the Building manager. The Building
manager maintains records of the Building's asbestos information including any Building asbestos surveys, sampling
and abatLment reports. This information is maintalned as part of Landlord's asbestos Operations and Maintenance
Plan ("O&M Plan").
The O&M Plan is designed to minimize the potential of any harmful asbestos exposure to any person in the Building.
Because Landlord is not a physician, scientist or industrial hygienist, Landlord has no special knowledge of the health
impact of exposure to asbestos. Therefore, Landlord hired an Independent environmental consulting firm to prepare
the Building's D&M P�an. The O&M Plan includes a schedule of actions to be taken in order to (1) maintain any
building ACMs in good condition, and (2) to prevent any significant disturbance of such ACMs. Appropr�ate Landlord
personnel receive regular periodic training on how to properly administer the O&M Plan.
The O&M Plan describes the risks associated with asbestos exposure and how to prevent such exposure, The O&M
Plan describes those risks, in general, as follows: asbestos is not a significant health concern unless asbestos fibers
are released and inhaled. If inhaled, asbestos fibers can accumulate in the lungs arid, as exposure increases, the
risk of disease (such as asbostosis and cancer) increases. However, measures taken to minimize exposure and
consequently minirniza the accumulation of fibers, can reduce the risk of adverse health effects.
The O&M Plan also desadbes a number of activities which should be avoided in order to prevent a release of asbestos
fibers. In particular, some of the activities which may present a health risk (because those activities may cause an
airborne release of asbestos fibers) include moving, drilling, boring or otherwise disturbing ACMs. Consequently,
such activities should not be -attempted by any person not qualifled to handle ACMs. In other words, the approval of
Building management must be obtained prior to engaging in any such activities. Please contact the Building manager
for more information in this regard. A copy of the written O&M Plan for the Building is located in the Building
management office and, upon your request, will be made available to tenants for you to review and copy during
regular business hours,
Because of the presence of ACM in the Building, we are also providing the following warning, which is commonly
known as a California Proposltion 65 warning:
WARNING: This building contains asbestos, a chemical known to the State of California to cause cancer.
Please contact tne Building manager with any questions regarding the contents of this Exhibit H.
EXHIBIT H 1201 DOVE STREET
Secada Medical
4H38 3804-5604.2
8-58
RIDER NO. 1 TO OFFICE LEASE
EXTENSION OPTION RIDER
This Rider No. 1 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership ("Landlord"), and SECADA MEDICAL, LLC, a Callfamia lim�ted liability company dba "Ventris MedIcal"
("Tenant"), as of the day and year of the Lease between Landlord and Tenant to which this Rider No. I is attached.
Landlord and Tenant hereby agree that, notwithstanding anything contained in the Lease to the contrary, the
provisions set forth below shall be deemed to be part of the Lease and shall supersede any inconsistent provisions
ofthe Lease. All references in the Lease and In this Rider No. 1 to the "LeaseTl shall be construed to mean the Lease
(and all exhlb4s and Riders attached thereto), as -amended and supplemented by this Rider No. 1. All capitalized
terms riot defined in this Rider shall have the same meaning as set forth in the Lease.
1 . Landlord hereby grants to Tenant one (1 ) option (the "Extension Option") to extend the Term of the
Lease for an additional poriod of five (6) years (the "Option Term"), on the same terms, covenants and conditions
as provided for in the Lease during the initial Term, except for the Base Rent, which shall Lqual the gmater of (a) the
Base Rent payable by Tenant during the last month of the then current Term immediately preceding the Option Term
or (b) the "fair market rental rate" for the Premises for the Option Term as defined and determined in accordance with
the provisions of Section 3 below.
2. The Extension Option must be exercised, if at all, by an irrevocable written exercise notice
("Extension Notice") delivered by Tenant to Landlord no sooner than that date which Is twelve (112) months and no
later than that date which is nine (9) months prior to the expiration of the then current term of the Lease. The
Extension Option shall, at Landlord's sole option, not be, deemed to be properly exercised if, at the time the Extension
Option is exercised or on the scheduled commencement date for the Option Term, (a) Tenant has committed an
uncured event of default whose cure period has expifed pursuant to Article 18 of the Lease, (b) Tenant has assigned
all or any portion of the Lease or its interest therein or sublet all or any portion of the Premises, (G) Tenant's financial
condition is not sufficient, In Landlord's reasonable judgment, to perform the obligations of Tenant under the Lease
during the Option Term, or (d) Landlord's lender, if any, disapproves the Extensfon Option terms. Provided Tenant
has properly and timely exercised the Extension Option, the then current term of the Lease shall be extended by the
Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and
effect, except that the Base Rent shall be -as set forth above.
3. If Landlord determines that the Base Rent for the Option Term shall be the Base Rent payable by
Tenant during the last month of the then current Term pursuant to Section I (a above, such determination shall be
conclusive, Tenant shall have no right to object thereto, and the following provisions regarding the determination of
the fair market rental rate shall not apply. If, however, Landlord determines that the Base Rent for the applicable
Option Term shad be the fair market rental rate pursuant to Section 1 (b) above, then such fair market rental rate shall
be determined in accordance with the Fair Market Rental Rate Rider attached to the Lease as Rider No. 2. The Base
Rent for the Option Term shall include the periodic rental Increases that would be included for space leased for the
period of the Option Term.
4. Notwithstanding the fair market rental rate determined pursuant to Section 3 above, in no event shall
the Base Rent payable during the Option Term be less than the Base Rent payable during the last month of the
immedlatety preceding Term.
hereto.
Tenant's Extension Option is further subject to the terms and conditions of Rider No. 3 attached
RIDER NO. 1 1201 DOVE STREET
Secada Medical
4838-3804-5604.2
8-59
RIDER NO. 2 TO OFFICE LEASE
FAIR MARKET RENTAL RATE
This Rider No. 2 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership (" Land lord"), and SECADA MEDICAL, LLC, a California limited liability company dba'Ventris Medical"
("Tenant"), as of the day and year of the Lease between Landlord and Tenant to which this Rider No. 2 is attached.
Landlord and Tenant hereby agree that, notwithstanding anything contained In the Lease to the contrary, the
provisions set forth below shall be deemed to be part of the Lease and shall supersede any inconsistent provisions
of the Lease. All references in the Lease and in this Rider No. 2 to the "Lease" shall be construed to mean the Lease
(and all exhibits and Riders attached thereto), as amended and supplemented by this Rider No, 2. All capitalized
terms not defined in this Rider No. 2 shall have the same meaning as set forth in the Lease.
1 . The term "fair market rental rate" as used in the Lease and any Rider -attached thereto shall mean
the annual amount per square foot, projected during the Option Term that a willing, nori-equity renewal tenant
(excluding sublease and assignment transactions) wou�d pay, and a willing, institutional landlord of a comparable
C;ass "A" office building located in the Orange County Airport area marketplace (the "Comparison Area") would
ac,cept, in an arm's length transaction (what Landlord is accepting in then -current transactions for the buildings located
in the Project may be used for purposes of projecting rent for the Option Term). for space of comparable size, quality
and floor height as the Premises, taking into account the age, quality and layout of the existing improvements in the
Premises, and taking into account items that professional real estate brokers or professional real estate appra�sers
customarily consider, including, but not limited to, rental rates, space availability, tenant size, tenant improvement
allowances, parking charges and any other lease considerations, if any, then being charged or granted by Landlord
or the lessors of such similar office buildings. All economic terms other than Base Rent, such as tenant improvement
allowance amounts, if any, operating expense allowances, parking charges, etc., will be established by Landlord and
will be factored into the determination of the fair market rental rate for the Option Term. Accordingly, the fair market
rental rate will be an effective rate, not specifically including, but accounting for, the appropriate economic
considerations described above. The fair market rental rate shall inQfude the periodic rental increases that would be
included for space leased for the period of the Option Term.
2. In the event the determination of fair market rental rate is required under the Lease (as set forth in
Rider No. 1 above), Landlord shall provide written notice of Landlord's determination of the fair market rental rate
("Landlord Rent Notice") not later than ninety (90) days following Landlord's receipt of Tenant's Extension Notice.
Tenant shall have ten (10) business days after receipt of Landlord's notice of the fair market rental rate within which
to accept or reject such fair market rentai rate by delivering written notice ("Tenant Rent Response Notice") thereof
to Landlord. For purposes of this Rider No. 2, the last day of such 1 0-business day period shall be referred herein
as the "Objection Date". Tenart's failure to deliver the Tenant Rent Response Notice on or before the Objection
Date shall be deemed to constitute Tenant's acceptance of the fair market rental rate set forth In the Landlord Rent
Notice. If Tenant timely objected in the Ten ant Rent Ras ponse Notice to Landlord's fair market rental rate, the parties
shall follow the procedure and the fair market rental rate shall be determined as set forth in Section 3 below.
3. If Tenant timely and appropriately objects to Landlord's determination of the fair market rental rate in
the Tenant Rent Response Notice, Landlord and Tenant shall attempt to agree upon the fair market rental rate using
their best good -faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following the
delivery of the Tenant Rent Response Notice ("Outside Agreement Date"), then each party shall make a separate
determination of the fair market rental rate which shall be submitted to each other and to arbitration in accordance
with the. following items (1) through (vii):
(I) Landlord and Tenantshall each appoint, within ten (10) days of the Outside AgreementDate,
one arbitrator who shall by profession be a current real estate broker or appraiser of comparable commercial
properties in the immediate vicinity of the Project, and who has been active in such field over the last five (5) years.
The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted
fair market rental rate is the closest to the actual fair market rental rate as determined by the arbitrators, taking into
account the requirements of Section 1 above (i.e., the arbitrators may only select Landlord's or TenanCs
determination of the fair market rental rate and shall not be entitled to make a compromise determination).
(ii) The two (2) arbitrators so appointed shall within five (6) business days of the date of the
appointment of the last appointed arbitrator agree upon and appoint a third (3rd) arbitrator who shall be qualified
under the same criteria set forth hereinabove for qualification of the Initial two (2) arbitrators.
(ill) The three (3) arbitrators shall within fifteen (15) days of the appointment of the third
(3rd) arbitratorreach adecision as to whether the parties shall use Landlord's orTenant's submitted fair market rental
rataT and shall notify Landlord and Tenant thereof.
(N) The decis�on of the majority of the three (3) arbitrators shall be binding upon Landlord and
Tenant-
(V) If either Landlord or Tenant falls to appoint an arbitrator within ten (10) days after the
applIcable Outside Agreement Date, the arbitrator appointed by one (1) of them shall reach a decision, notify Landlord
and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant.
(Vi) If the two (2) arbitrators fail to agree upon and appoint a third (3rd) arbiteator, or both parties
fail to appoint an arbitrator, then the appointment of the third (3rd) arbitrator or any arbitrator shall be dismissed and
the matter to be decided shall be forthvAth submitted to arbitration under the provisions of the American Arbitration
Association, but subject to the �nstruction set forth in this Section 3.
(vii) The cost of arbitration shall be paid by Landlord and Tenant equally.
RIDER NO, 2 1 �131 DOVE STREFF
Secada Medical
48M-3804-5604.2
8-60
RIDER NO. 3 TO OFFICE LEASE
OPTIONS IN GENERAL
This R�cler No. 3 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership ("Landlord"), and SECADA MEDICAL, LLC, a California limited liabillty company dba "Ventris Medical"
("Tenant"), as of the day and year ofthe Lease between Landlord and Tenant to wNch this Rider No. 3 is attached.
Landlord and Tenant hereby agree that, noWthstanding anything contained in the Lease to the contrary, the
provisions set forth below shall be deemed to be part ofthe Lease and shall supersede any inconsistent provisions
of the Lease. All references �n the Lease and in this Rider No. 3 to the "Lease" shall be construed to mean the Lease
(and all exhibits and Riders attached thereto), as amended and supplemented by this R�der No. 3. All capitalized
terms not defined in this Rider No. 3 shall have the same mean�ng as set forth in the Lease.
(a) Definition. As used in this Lease and any Rider or Exhibit attached hereto, the word "Option" shall
mean all options granted to Tenant under the Lease. including the Extension Option purauantto Rider No, 1 attached
hereto.
(b) Option Personal. The Option granted to Tenant is personal to the original Tenant executing this
Lease (the "Original Tenant") and may be exercised only-bythe Or�ginal Terantwhile occupying the entire Promises
and without the intent of thereafter assigning I:Ns Lease or subletting the Premises and may not be exercised or be
assigned, voluntarily or involuntarily. by any person or entity other than the Original Tenant. The Option granted to
Tenant under this Lease is net assignable separate and apartfrom this Lease. nor may the Option be separated from
this Lease In any manner. either by reservation or otherwise.
(0) Effect of Default on Options. Tanantwiil have no right to exercise any Option, notwithstanding any
provision of the grant of option to the contrary, and Tenant's exercise of any Option may be nullified by Landlord and
deemed of no further force or effect, if (i) Tenant is in default of any monetary obligation or material non -monetary
obligation under the terms of this Lease (or If Tenant would be in such default under this Lease but for the passage
of time or the giving of notice, or both) as of Tenant's exercise of the Option In question or at any time after the
exercise of any such Option and prior to the commencement of the Option event, or (H) Landlord has given Tenant
two (2) or more notices of default, whether or not Such defaults are subsequently cured, during any twelve
(12) consecutive month period of this Lease.
(d) Option as Economic Term. The Option is hereby deemed an economic term which Landlord, in its
sole and absdute discretion, may or may not offer in conjunction with any future extensions of the Term.
R0ER NO. 3 1201 DOVF STRFET
Secada Medical
483B-3BG4-5604,2
8-61
DocuSign Envelope ID: 060764DA-58BF42BI-AO8F-EC294AF27F59
FIRST AMENDNIENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of November 18, 2020,
by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and SECADA MEDTCAL, LLC, a
California limited liability company ("Tenant"),
R E-91 !A L S:
Ir A- Landlord and Tenant entered into that certain Office Lease Agreement dated as of October 10, 2019 (the
Lease"), whereby Landlord lewed to Tenant and Tenant leased from Landlord certain office space in that ccrtaiD building
located and addressed at 1201 Dove Street, Newport Beach, California (the "Building").
B. By this First Amendment, Landlord and Tenant desire to expand the Existing Premises and to otherwise
modify the Lease as provided herein.
C. Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given
thereto in the Lease -
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
AGREEMENI:
I . The Exisqtirm Premise . Landlord and Tenant hereby agree that pursuant to the Lease, Landlord currently
leases to Tenant and Tenant currently leases from Landlord that certain office space in the Building containing 3,041 rentable
square feet located on the fourth (41) floor of the Building and known as Suite 470 (the "Existing Premises"), as outlirivd on
Exhibit A to the Lease.
2. Expansion of the Existina Premises That certain space located on the fourth (41) floor of the Building
outlined on the floor plan attached hereto as Exhibit "A" and made a part hereof, may be ref�rred to herein as the "Expansion
Space." Landlord and Tenant hereby stipulate that the Expansion SpaLe contains 434 rentable square feet. Effective as of
March 1, 2021 ("Expansion Commencement Date"), Tenatit shall lease from Landlord and Landlord shall lease to Tenant the
Expansion Space. Accordingly, effective upon the Expansion Commencement Date, the Existing Premises shall be increased to
include the Expansion Space. L=dIord and Tenant hereby agree that such addition of the Expansion Space to the Existing
Premises shall, effective as of the Expansion Commencement Date. increase the number of rentable square feet leased by Tenant
in the Building to a total of 3,475 rentable square feet. Effective as of the Expansion Com=ncemerrt Date, all references to the
"Premises" in the Lease or this First Amendment shall ineari and refer to the Existing Premises as expanded by the Expansion
Space.
3. Tenn and Monthly Base Rent for die Expansion $Race. The Term for Tenant's lease of the Expansion Space
(ITEXpanSion Spare Term") shall commeuce on the Expansion Commencement Date and shall expire co-terrninously with
Tenant's lease of the Existing Premises on April A 2025. During the Expansion Space Term, Tenant shall pay in accordance
with the provisions of this Section 3, monthly Base Rent for the Expansion Space as follows:
Period Mo ut h ly Base Re nt Month]3, Base Rent Per
Rentable Sguare Foot
Expansion Commencement Date— 10/31/21 $1,384.46 $3.19
1111/21— 10/31/22 $3,427.86 $3.29
11/1122 — 1013 1/23 $1.471.26 $3.39
11/1/23 — 10/31/24 $1,514.66 S3.49
I I /1 /2 4 — 4/3 0/25 $1.558-06 $3.59
4. TenantrS Pro Rata Share and Base Year. Notwithstanding anything to the contrary in the Lease, during the
Expansion Space Term, Tenant's Pro Rata Share of any increase in Expenses and Taxes For the Expansion Space only shall be
0.52% and the Base Year for the Expansion Space shall aW be the calendar year 2020-
5� Tenant Improvements Landlord shall perform the improvements in the Expansion Space pursuant to the
Work Letter attached hereto as Exhibit "B". Tenant hereby acknowledges that Landlord will be performing such improvement
work during the current Lease Tenn and/or the Expansion Space Term, and Landlord's performance of such work shall not be
deemed a constructive eviction of Tetiant nor shall Tenant be entitled to any abatement of Rent in connection therewidi.
6� Parking Effective as of the Expansion Commencement Date and continuing throughout the Expansion
Space Term, Tenant shall purchase from Landlord an additional two (2) parking pams for unreserved parking spaces for use in
the Building's parking facility. Tenant's use of such additional parking passes shall be in accordance with, and subject to, all
prov ision s. o f Se ctio n s 1. 12 and 2 8 of the Le ase.
7. Security Deposit. Tenant has previously deposited with Landlord $12-008-91 as a Security Deposit under the
Lease. Concurrently with Tenants execution of this First Amendment, Tenant shall deposit with Landlord an additional
S 1.7 13 A 7. for a total Security Depos it under the Lease, as am ended herein, of $13,722.78. Landlord shal I continue to hold the
Security Deposit as increased herein in accordance with the terms and conditions of Section 5 of the Lease.
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8. Brokers. Each party represents and warrants to the other that no broker, agent or finder negotiated or was
instrumenul in negotiating or consummating this First Amendment. Each party farther agrees to defen& indemnify and hold
harmless the other party from and against any ciahn for commission or finder's fee by any entity who claim's or alleges that they
were retain ed or on gaged by the first party o r at the request a f such party in connectio n with thi s First Amen dment
9. Cal iforn i a Certi fie d A ccc.�5 $pecial ist InMertion. P uTsuant to Cal ifom ia Civil Code § 1933 8, Landlord hereby
states that the Premises have not undergone inspection by a Certified Ac=s Specialist (CASp) (defined in California Civil Code
§55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to
Tenant: "A Certified Access Speciabst (CASp) can inspect the subject promises and determine whether the subject premises
comply wM all of the applicable construction -related accessibUity standards under state law. Although state law does not "Uire
* CASp inspection of the subject premises, the commercial praperty owner or lessor may not prohibit the lessee or tenant from
* btaining a CAS p inspection o f the subi ect premises for the o ccu pancy or poten tial o ccup ancy of the lessee o r tenan� if requ ested
by the lessee or tenant. The parties shall mutually agree " the arrangements for the time and manner of the CASp inspection,
the p ayment o f the fee fb r the CA Sp inspectiun, and the co st of m alcing any repairs necessary to correct v io lations of constru ction
re lated accessibi I ity standards within th e premises. "
10. Defaults. Tenant hereby represents and warrants to Landlord that� as of the date of this First AmcndmenL
Tenant is in full compliance with all terms, covenants and conditions of the Lease and that there are no breaches or defaults under
the Lease by Landlord or Tenant� and that Tenant knows of no events or circumstances which, given tbc passage of time, would
constitute a default under the Lease by either Landlord or Tenant.
it. 5�igning, Authority. The individual(s) executing this First Amendment on behalf of Tenant hereby represents
and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant
has full right and authority to execute and deliver this First Amendment and the person signing on behalf of Tenant is authorized
to do so,
12. CouriteEparts, Electronic DeliveU. Electronic Signatures. This First Amendment may be executed in one or
mom counterparts, each of which shall constitute an original and all of which shall be one and the same a"merit. 'Me parties
may exchange counterpart signatures by f"mile or electronic transmission and the same shall constitute delivery of this First
Amendment with respect to the delivering party. If a variation or discrepancy among counterparts occurs, the copy of this First
Amendment in Landlord's possession shall control. The parties shall have The right to insert the name of the people executing
this First Amen dment using an electronic s ign ature (an " Elect ron ie Sign atu re"), and an El ectro ni c, Sign aturc shail be binding on
such party as i f this First Ameadm ent h ad been o riginaEy executed by an ink signature.
13. No Further Modification, Except as set forth in this First Amendment, all of the terms and provisions of the
Lease shall apply with respect to the Expansion Space and shall remain unmodified and in full force and effect. Efflezlive as of
the Expansion Commencement Date, all references to the "Lease" shall Tefor to the Lease as amended by this First Amendment.
(SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above written.
"LANDLORD" AG DOVE OWNER, L.P.,
a Delaware limited partnership
By: AG OC Portfblio OP, L.L.C.,
a Delaware limited liability company,
its general partner
By:—
N am e.- Parke Miller
Authorized Signatory
"TENANT" SECADA MEDICAL, LLC,
a Califgrnj� loited tiability company
RUssell cook
PrintName:
-- CEO
By:
Print
This First Amenchnrnt Tnust be signed by two (2) officers of Tenant. one being the chairman of the board, the president or a vice
president, and the other being the secretaiy, an assistant secretary, the chief financial officer or an assistant treasurer. If one
(1) individual is signing in two (2) of the foregoing capacities, that individual must sign twice; once as one officer and again as
the other officer.
110
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EXHIBIT "A"
OUTLINE OF EXPANSION SPACE
This Exhibit "A" is provided for inforTnational. purposes only and is intended to be only an approximation of the layout of the
Fxpansion Space and shall not be deemed to constitute any representation by Landlord as to the exact layout, size or
configuration ofthe Expansion Space.
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DOCUSig n Envel o Pe U 060764DA-5 B BF-42 B 1 -AO8 F-EC2 94AF27 F59
E XHIBIT " B "
WORK LETTER
(TUFt1N KEY ALLOWANCE CAP)
This Exhibit "B" is attached to and made a part of the First Amendment to Lease b tween AG DOVE 0 ER,
y and be WN
L.P.- a Delaware limited partnership ("Landlord") and SECADA MEDICAL, LLC, a California limited liability company
("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
Landlo rd, at it s sole cost and expense, u p to the amo unt o f the A] Iowan ce as refemn ep d below (subject to the terms and
provisions of this Section I and Section 2 below), shall perForm. improvements to the Premises in accordanm with the
space plan attached hereto as Schedule I (the "Spite Plan") using Building standard methods, materials and finishes.
The improvements to be performed in accordance with the Space Plan are hereinafter referred to as the %&UdlQrd
Work". Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that Landlord shall not be
obligated to pay more than $13,020.00 (calculated at a rate of $30.00 per rentable square foot of the Premises) (the
"Allowaince") to complete The Landlord Work, and Tenant shall pay to Landlord (within five (5) business days after
invoice therefor) the amount of any actual and reasonable costs incurred by Landlord to complete the Landlord Work in
excess of the Allowance. It is further understood and agreed that in no event shall the Allowance be used or applied to
costs of desigri and construction of any server moms, computer or pbone'roorns, and/or any other impro-vemmts with
non -Building standard improvements, materials and/or quantities (collectively, the "Overstandard Improvements"),
and all costs relating to designing and constructing such Overstandard Improvements will be at Tenant's sole cost and
expense and shall require Landlord's prior approv aL Prior to commen cement o F construction o f th e Landlord Work,
Tenant shall pay to Landlord all costs related to the Overstandard Improvements, and the expected costs of the
Landlord Work exceeding the Allowance. Landlord shall enter into a direct contract for the Landlord Work with a
general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any
subcontractors used in connection with the Landlord Work. The costs of the Landlmd Work shall include any and all
arch ite ctural fees, engineering fees, city perm its, a general contracto? s f6e, and a construed an management fee paid to
Landlord's construction manager in the amount of five percent (51%) of the total cost of the Landlord Work. Any
portion of the Allowance which is not used o n or be to re J uly 3 1, 2021 sh all revert to Laud lard.
2. All other work and upgrades, subject to Landlord's approval, shall be at Tenant's sole cost and expense, plus any
applicable state sales or use tax thereon, payable upon demand as Additional Rent and a construction management fee
payable to Landlord equivalent to f rve percent (511/6) of the cost of such work and upgrades.
3 Landlord's supervision or perFoTmance of any work for or on bcbalf of Tenant shall not be deemed to be a
representation by Landlord that such work complies with applicable insurance requirements, building codes,
ordinances.. Laws o r regulations or- that the improvements constructed wi I I be adeq uatc for Tenant's use.
4. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a
timely manner and with as little inconvenience to the operation of Tenant's business as is reasouably possible.
Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience
suMred by Tenant during the performance of the Landlord Work shall not delay the Expansion Commencement Date
nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit,
abatement o r adju stment of Rent or other s ums pay able under the Lease,
5 The Landlord Work shall not include any of Tenant's ttade fixtures. equipment furniture, fumishings., telephone and
data equipment, or other personal property. Tenant shall assume full responsibility to ensure that all items associated
with the Landlord Work am adequate to ful I y meet the requirements o f Ten anrs intended u se o f the Prem ise s�
6. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to
time, wbether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions
to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under
the Lease or otherwise, unless expressly so provided in the Lease or any arnendruent or supplement to the Lease.
EXI-IMIT "B"
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SCHEDULE I TO EXMBiT-Bt,
-SPACE PLAN
[TO BE INSERTED)
EXI-MT "B"
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