STANDARD RETAIL LEASE

Exhibit 10.2

STANDARD RETAIL LEASE

BETWEEN

Pacific Solana Beach Holdings, LP

AS LANDLORD

AND

Landmark National Bank

(a proposed national bank)

AS TENANT

TABLE OF CONTENTS

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STANDARD RETAIL LEASE

Lomas Santa Fe Plaza

This Standard Retail Lease (“Lease”) is made, for reference purposes only, this 16th day of August , 2001 , between Pacific Solana Beach Holdings, LP, a California limited partnership (“Landlord”), and Landmark National Bank (a proposed national bank) (“Tenant”), who agree as follows:

1.  Agreement to Let . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all the terms, provisions, and conditions contained in this Agreement, those certain premises described in Paragraph 2.2, below (the “Premises”), consisting of a portion of that certain building described in paragraph 2.1.1 below (the “Building”), which is a part of the Project (as defined in Paragraph 2.1, below), along with the non-exclusive right to use, in common with Landlord, Landlord’s invitees and licensees, and the other users of space within the Project, those portions of the Project intended for use by the tenants of the Project in common including, without limitation, the landscaped areas, passageways, walkways, hallways, parking areas, and driveways (the “Common Areas”). This Lease confers no rights, however, to the roof, exterior walls, or utility raceways of the Building nor rights to any other building (if any) in the Project, nor with regard to either the subsurface of the land below the ground level of the Project, or with regard to the air space above the ceiling of the Premises; provided, however, that Tenant shall have the limited right to access systems and equipment exclusively serving the Premises (for which Tenant has maintenance and repair responsibilities pursuant to Paragraph 10.1 below) that may be located on the roof, in exterior or demising walls, in utility raceways, airspaces or in any other portion of the Building or Project for the sole purpose of maintaining, repairing and replacing the same.

2.  Principal Lease Provisions . The following are the Principal Lease Provisions of this Lease. Other portions of this Lease explain and define the Principal Lease Provisions in more detail and should be read in conjunction with this Paragraph. In the event of any conflict between the Principal Lease Provisions and the other portions of this Lease, the Principal Lease Provisions shall control. (Terms shown in quotations are defined terms used elsewhere in this Lease)

2.1.  “Project”: 905-993 Lomas Santa Fe Plaza, Solana Beach, CA 92075 (see Exhibit “A”)

2.1.1.  “Building”: 905, 909 & 937 Lomas Santa Fe Drive, Solana Beach, CA 92075 (see Exhibit “A”)

2.2.  “Premises”: 937 Lomas Santa Fe Drive, Suites A, B and C, Solana Beach, CA 92075 (see Exhibit “B”)

2.3.  Leasable Area of the Premises: Approximately 5,543 square feet (subject to adjustment based upon field verification of the Premises following occupancy by Tenant).

2.4.  “Initial Lease Term”: Ten (10) Years and Zero (0) Months

2.4.1.  “Lease Commencement Date”: September 1, 2001

2.4.2.  “Initial Expiration Date”: August 31, 2011 (or such other date as determined pursuant to Addendum No.1, Paragraph 5)

2.4.3.  Extension Rights: Yes x   No o (subject to the terms and conditions of the attached Addendum No.1)

2.5.  “Anchor Tenants” in the Project: Vons, Ross Store, We-R-Fabrics and Blockbuster Videos are designated as Anchor Tenants in the Project as of the Lease Commencement Date of this Lease, along with such other tenants in the Project as may be so designated by Landlord from time to time.

2.6.  “Basic Monthly Rent”: Upon the Rent Commencement Date, the Basic Monthly Rent, shall be $14,688.95 (subject to adjustment as provided in attached Addendum No. 1). Basic Monthly Rent, as it is adjusted from time to time, shall always be due on or before the first day of each month on and after the Rent Commencement Date.

2.6.1.  “Rent Commencement Date”: September 1, 2001 .

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2.7.  “Security Deposit”: $ 14,688.95 . Tenant’s Security Deposit does not constitute last month’s rent. Last month’s rent must be separately paid by Tenant on or before the first day of the last month of the Lease Term. Notwithstanding the above, the Security Deposit shall be applied to the rent owing for the thirty-seventh month after the Rent Commencement Date provided Tenant is not then in default under this Lease and Tenant’s Net Worth has not, at any time during the Lease Term, declined below the level of eighty percent (80%) of its Net Worth at the Lease Commencement Date.

2.8.  “Percentage Rent”: Yes  o   No x ; if Yes, “Sales Percentage”

(If yes, see Addendum No.1)

2.9.  Guarantor: None (subject to the terms and conditions of the attached Addendum No. 2, if so provided).

2.12.  Permitted Uses By Tenant: The Premises shall be used and occupied only as the retail branch office of a financial institution (including, subsidiaries or corporate affiliates subject to exclusive uses granted to other tenants in the Project), including any other purpose legally authorized for a financial institution of the size and legal qualifications of Tenant, including headquarter offices of the financial institution not to exceed 2,500 leasable square feet), which shall be open to the public. Tenant shall have the right to install and operate an ATM and a “Night Depository” for the facility at the storefront of the Premises, and for no other use or purpose. (“Permitted Use”)

2.13.  Exclusive Uses By Tenant: Yes  o   No x (If yes, see Addendum No. 1.)

2.14.  Required Operating Hours and Days: The Operating Hours shall be what are customary for a business of this nature in San Diego county .

2.15.  Permitted Trade Name: Landmark National Bank or Landmark Bancshares

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2.16.  Participating Brokers: Flocke & Avoyer Commercial Real Estate representing the Landlord and Buraham Real Estate Services, Inc. representing the Tenant .

2.17.  Amounts Payable upon Execution: $ 29,377,90 representing first months Basic Monthly Rent and Security Deposit .

3.  Term .  The term of this Lease (“Term”) shall commence on the “Lease Commencement Date”, as defined in Paragraph 2.4.1, above, and shall expire on the “Initial Expiration Date”, as defined in Paragraph 2.4.2, above, subject to (i) any modifications to such dates described in Exhibit “C” to this Lease, (ii) any extension rights described in the Addendum to this Lease, and (iii) earlier termination, as provided in this Lease. The term “Expiration Date”, as used in this Lease shall mean the Initial Expiration Date, any earlier date upon which this Lease is terminated by Landlord, as provided below, or if the Term is extended, then any extended Term expiration date.

4.  Delivery of Possession .  On or before the Lease Commencement Date, Landlord, at its cost, shall have substantially completed the work, if any, required to be completed by Landlord prior to the delivery of the Premises to Tenant, as described in Exhibit “C” to this Lease (the “Landlord's Work”). For purposes of this Paragraph, the term “substantially complete” shall mean completed to such an extent that Tenant can commence its work, if any, to be undertaken by Tenant, as described in Exhibit “C” to this Lease (the “Tenant’s Work”), without material delay or interference due to the completion of Landlord’s Work, or if no such Tenant’s Work is to be undertaken, then such term shall mean completed to such an extent that the Landlord’s Work can be finally completed within thirty (30) days and without material interference to Tenant’s occupancy and use of the Premises. If possession of the Premises (including, without limitation, substantial completion of the Landlord’s Work, if any) is not delivered to Tenant on or before the Lease Commencement Date stated in Paragraph 2.4.1, above, then Landlord shall not be liable for any damage caused by such delay, and such delay shall neither affect the validity of this Lease, affect Tenant’s obligations under this Lease, nor extend the Term. Tenant’s acceptance of possession of the Premises shall constitute Tenant’s acknowledgement that it has inspected the Premises, that Tenant accepts the Premises in its then “as is” condition, that to the best of Tenant’s knowledge the Premises comply with all applicable laws and ordinances, and that the Premises are in first-class condition and repair. Except, for any items set forth on a “punch list” of excepted items delivered to Landlord upon the Lease Commencement Date, Tenant shall be deemed to have (i) acknowledged that Landlord’s Work has been substantially completed and (ii) accepted the Premises in its then as-is condition with no right to require Landlord to perform any additional work therein, except as set forth on the punch list.

5.  Use of Premises and Common Areas.

5.1.   Permitted Use of Premises .  Tenant may use the Premises for the Permitted Use specified in Paragraph 2.12 and for no other use. Any change in the Permitted Use (or any change in Tenant’s trade name from the Permitted Trade Name identified in Paragraph 2.15, above) shall require Landlord’s prior written consent, which consent may be granted or withheld in Landlord’s reasonable discretion.

5.2.   Compliance With Laws .  Tenant shall comply with all laws concerning the Premises and/or Tenant’s use of the Premises, including without limitation the obligation at Tenant’s sole cost to alter, maintain, or restore the Premises in compliance with all applicable laws, even if such laws are enacted after the date of this Lease, even if compliance entails costs to Tenant of a substantial nature and even if compliance requires structural alterations. Notwithstanding the foregoing, during the last two months of the Lease term, Tenant’s costs to comply with all applicable laws, excluding any costs of compliance with Paragraph 38 of the Lease, shall not exceed two months of Rent. Such obligation to comply with laws shall include without limitation compliance with Title III of the Americans With Disabilities Act of 1990 (42 U.S.C 12181 et seq .) (the “ADA”). If Tenant’s use of the Premises results in the need for modifications or alterations to any portion of the Common Area or the Project in order to comply with the ADA, then Tenant shall additionally be responsible for the cost of such modifications and alterations.

5.3.    Continuous Use. The parties understand that Tenant’s business is an integral and important part of this Center and, therefore, Tenant shall continuously use and occupy the Premises for the Permitted Use specified in Paragraph 2.12 of this Lease and shall continuously keep the Premises open for business for such days and hours as are customary for financial institutions of the same legal category and size as Tenant.

5.4.  Use of Common Area. Tenant’s use of the Common Area shall at all times comply with the provisions of all rules and regulations regarding such use as Landlord may from time to time adopt. In no event shall the rights granted to Tenant to use the Common Area include the right to store any property in the Common Area, whether temporarily or permanently. Any property stored in the Common Area may be removed by Landlord and disposed of, and the cost of such removal and disposal shall be payable by Tenant upon demand. Additionally, and except for armored vehicles, in no event shall Tenant use any portion of the Common Area for loading, unloading, or parking, except in those areas specifically designated by Landlord for such purposes, nor for any sidewalk sale of similar commercial purpose.

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5.5.  General Covenants and Limitations on Use .  Tenant shall not do, bring, or keep anything in or about the Premises that will cause a cancellation of any insurance covering the Premises. If the rate of any insurance carried by Landlord is increased as a result of Tenant’s use, Tenant shall pay to Landlord, within ten (10) days after Landlord delivers to Tenant a notice of such increase, the amount of such increase. Furthermore, Tenant covenants and agrees that no noxious or offensive activity shall be carried on, in or upon the Premises nor shall anything be done or kept in the Premises which may be or become a public nuisance or which may cause embarrassment, disturbance, or annoyance to others in the Building, on the Project, or on adjacent or nearby property. To that end, Tenant additionally covenants and agrees that no light shall be emitted from the Premises which is unreasonably bright or causes unreasonable glare; no sounds shall be emitted from the Premises which are unreasonably loud or annoying; and no odor shall be emitted from the Premises which is or might be noxious or offensive to others in the Building, on the Project, or on adjacent or near-by property. Tenant shall not conduct or permit any “fire sale”, public auction, sidewalk sale, going out of business sale, or other such event in or about the Premises. In addition, Tenant covenants and agrees that no unsightliness shall be permitted in the Premises. Without limiting the generality of the foregoing, all unsightly equipment, objects, and conditions shall be kept enclosed within the Premises and screened from view; no refuse, scraps, debris, garbage, trash, bulk materials, or waste shall be kept, stored, or allowed to accumulate except as may be properly enclosed within the Premises; the Premises shall not be used for sleeping or washing clothes, nor shall the Premises be used for cooking (unless the Permitted Use is as a restaurant) or the preparation, manufacture, or mixing of anything that might emit any odor or objectionable noises or lights onto the Project or nearby properties; and all pipes, wires, polls, antennas, and other facilities for utilities or the transmission or reception of audio or visual signals shall be kept and maintained enclosed within the Premises. Tenant shall be solely responsible for the timely removal of all refuse, scraps, debris, garbage, trash, bulk materials, or waste from the Premises and the deposit thereof in the trash containers or dumpsters located adjacent to the Building. Further, Tenant shall not keep or permit to be kept any bicycle, motorcycle, or other vehicle, nor any animal (excluding seeing-eye dogs), bird, reptile, or other exotic creature in the Premises unless Tenant operates a bona fide pet store, pet grooming facility, or other veterinary medicine clinic, hospital, and /or related animal care facility under direct operation and supervision of a State Licensed Veterinarian, and such use has been specifically approved in writing by Landlord, which consent may be withheld in Landlord’s sole discretion. Neither Tenant nor Tenant’s Invitees shall do anything that will cause damage or waste to the Project. Neither the floor nor any other portion of the Premises shall be overloaded. No machinery, apparatus, or other appliance shall be used or operated in or on the Premises that will in any manner injure, vibrate, or shake all or any part of the Project. In the event of any breach of this Paragraph 5 by Tenant or Tenant’s Invitees, Landlord, at its election, may pay the cost of correcting such breach and Tenant shall immediately, upon demand, pay the cost thereof, plus a supervisory fee in the amount of ten percent (10%) of such cost as additional rent.

6.  Security Deposit .  Upon the date of Lease Commencement, Tenant shall deposit with Landlord cash in the amount of the Security Deposit set forth in Paragraph 2.7, above (the “Security Deposit”), to secure the performance by Tenant of its obligations under this Lease, including without limitation Tenant’s obligations (i) to pay Basic Monthly Rent, Additional Rent, and (if applicable) Percentage Rent, (ii) to repair damages to the Premises and/or the Project caused by Tenant or Tenant’s agents, employees, contractors, licensees, and invitees (collectively, “Tenant’s Invitees”),  (iii) to surrender the Premises in the condition required by Paragraph 25, and (iv) to remedy any other defaults by Tenant in the performance of any of its obligations under this Lease. If Tenant commits any default under this Lease, Landlord may, at its election, use the Security Deposit to cure such defaults, and to compensate Landlord for all damage suffered by Landlord from such defaults, including, without limitation, attorneys’ fees and costs incurred by Landlord. Upon demand by Landlord, Tenant shall promptly pay to Landlord a sum equal to any portion of the Security Deposit so used by Landlord, in order to maintain the Security Deposit in the amount set forth in Paragraph 2.7, above (subject to increase as set forth below). Following the Expiration Date or earlier termination of this Lease, and within the time frame required by applicable law, Landlord shall deliver to Tenant, at Tenant’s last known address, any portion of the Security Deposit not used by Landlord, as provided in this or any other Paragraph. Landlord may commingle the Security Deposit with Landlord’s other funds and Landlord shall not pay interest on such Security Deposit to Tenant.

7.  Rent .  Tenant shall pay to Landlord as minimum monthly rent, without deduction, setoff, prior notice, or demand, the Basic Monthly Rent described in Paragraph 2.6, above (subject to adjustments as provided in the attached Addendum), in advance, on or before the first day of each calendar month, beginning on the Rent Commencement Date and thereafter throughout the Term. If the Rent Commencement Date is other than the first day of a calendar month, then the Basic Monthly Rent payable by Tenant for the first month of the Term following the Rent Commencement Date (which first month shall be payable upon execution of this Lease) shall be prorated on the basis of the actual number of days during the Term occurring during the relevant month. Notwithstanding the foregoing, if Landlord is delayed in completion of Landlord’s Work due to any act or omission by Tenant or its agents, employees, contractors, or representatives, then in addition to the Basic Monthly Rent payable for the first month of the Term following the Rent Commencement Date, additional rent (at the rate of one-thirtieth of the Basic Monthly Rent per day) for the number of days of such delay. All “Rental” (which includes Basic Monthly Rent, Percentage Rent, if any, and any items designated as “Additional Rent” or referred to as additional rent hereunder) shall be paid to Landlord at the same address as notices are to be delivered to Landlord pursuant to Paragraph 2.10, above.

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8.  Lease Expenses .

8.1.  Definition of Lease Expenses .  As used in this Lease, the term “Lease Expenses” shall mean and refer to all costs and expenses, of any kind or nature, which are paid or incurred by Landlord relative to the operation, repair, restoration, replacement, maintenance, and/or for management of the Project including, without limitation, all costs and expenses relating to: (i) all personnel involved in the operation, repair, replacement, maintenance, and management of the Project (other than Landlord’s senior corporate administrative personnel) including wages, fringe benefits, and other labor payments (and including a pro rata share of such expenses for employees of Landlord who do not work exclusively at the Project), (ii) water, sewage disposal, drainage, refuse collection and disposal, gas, electricity, and other utility services, and the maintenance of all components, systems, and apparatus by which such utilities and services are provided (iii) general maintenance and repair of the Project, including, without limitation, and among other things, the driveways, asphalt, and concrete surfaces, the structural components of the improvements located within the Project, including the portions of the roof to be maintained pursuant to Paragraph 10.2, below, repainting of, improvements, and sweeping, janitorial, and security services (if any, to be provided at Landlord’s sole discretion), the cost of maintenance of all heating, ventilating and air conditioning (HVAC) systems relating to individual premises and/or the common areas, (iv) maintenance of landscaping (including irrigation and sprinkler systems) and, where and when necessary, replanting, (v) keeping the parking area in good condition and free from litter, dirt, debris, and other obstructions, and keeping all lighting and signage serving the Project in good condition and fully operating, (vi) any expenses payable by Landlord pursuant to the provisions of any recorded Covenants, Conditions, and Restrictions or similar recorded instruments affecting the Project and dated as of the Lease Commencement Date, (vii) all real property or real estate taxes, assessments, and other impositions, whether general, special, ordinary, or extraordinary, and of every kind and nature, which may be levied, assessed, imposed upon or with respect to the Project, or any portion thereof, by any local, state, or federal entity ( expect late payment fees, charges, penalties and interest and to the extent of taxes payable by Tenant pursuant to Paragraph 23.2, below (viii) any personal property taxes, assessments, or other impositions levied, assessed, or imposed upon any personal property of Landlord used in connection with the Project, (ix) all Insurance Expenses including, without limitation, the cost of all casualty, liability, and other insurance obtained by Landlord relative to the Project, including all premiums therefore and any deductibles payable with respect to any loss insured thereby, (x) management fees (based upon a percentage of gross income received, or such other method as deemed reasonable by Landlord ), administrative fees, and legal, accounting, inspection, and consultation fees, (xi) the cost of holiday decorations, (xii) capital improvements or structural modifications required by any change in laws, ordinances, rules, or regulations governing the Project, or other capital improvements or structural modifications deemed reasonably necessary or desirable by Landlord, including, without limitation, capital improvements or structural modifications which reduce Lease Expenses; provided, however, any costs of such capital improvements or structural modifications shall be amortized (including an interest factor) over the useful life of such capital improvements or structural modifications.

8.2.  Payment of Lease Expenses .  Landlord intends to deliver to Tenant, prior to the Rent Commencement Date and prior to the commencement of each calendar year during the Term, a written statement (“Estimated Statement”) setting forth Landlord’s estimate of the Lease Expenses allocable to the calendar year during which the Rent Commencement Date occurs or such ensuing calendar year, whichever is applicable, and “Tenant’s Pro Rata Share” of such Lease Expenses. Landlord may, at its option, during any calendar year, deliver to Tenant a revised Estimated Statement in accordance with Landlord’s most current estimate. Tenant shall pay to Landlord, on the Rent Commencement Date and on the first day of each month during the Term, as Additional Rent, an amount (“Tenant’s Monthly Payment”) equal to one-twelfth (or, if the Lease shall commence on a day other than the first day of a calendar month, then Tenant’s monetary payment shall be pro rated on the basis of the actual number of days of occupancy during that month) of Tenant’s Pro Rata Share of the Lease Expenses, as estimated by Landlord in the most recently delivered Estimated Statement. Within approximately 90 days after the end of each calendar year during the Term, Landlord will deliver to Tenant a written statement (“Actual Statement”) setting forth the actual Lease Expenses allocable to the preceding calendar year. Tenant’s failure to object to Landlord regarding the contents of an Actual Statement, in writing, within forty-five (45) days after delivery to Tenant of such Actual Statement, shall constitute Tenant’s absolute and final acceptance and approval of the Actual Statement. If the sum of Tenant’s Monthly Payments actually paid by Tenant during any calendar year exceeds Tenant’s Pro Rata Share of the actual Lease Expenses allocable to such calendar year, then such excess will be credited against future Tenant’s Monthly Payments, unless such calendar year was the calendar year during which the Expiration Date or earlier termination of this Lease occurs (the “Last Calendar Year”), in which event either (i) such excess shall be credited against any monetary default of Tenant under this Lease, or (ii) if Tenant is not in default under this Lease, then Landlord shall pay to Tenant such excess. If the sum of Tenant’s Monthly Payments actually paid by Tenant during any calendar year is less than Tenant’s Pro Rata Share of the actual Lease Expenses allocable to such calendar year, then Tenant shall, within thirty (30) days of delivery of the Actual Statement, pay to Landlord the amount of such deficiency. Landlord’s delay in delivering any Estimated Statement or Actual Statement will not release Tenant of its obligation to pay any Tenant’s Monthly Payment or any such excess upon receipt of the Estimated Statement or the Actual Statement, as the case may be. For purposes of this Lease, the term “Tenant’s Pro Rata Share” will mean and refer to the portion of the Lease Expenses payable by Tenant. Tenant’s Pro Rata Share will be originally calculated as of the Rent Commencement Date and will be re-calculated as of each January 1 during the Term as the fractional portion of the total Lease Expenses (excluding therefrom the portion of the Lease Expenses actually paid by the Anchor Tenants in the Project) determined by multiplying such Lease Expenses by a fraction, the numerator of which is the leasable square footage of the Premises, and the denominator of which is the total aggregate leasable square footage of the Project, excluding the portions of the Project occupied by the Anchor Tenants (who are designated as Anchor Tenants by Landlord as of the date calculation is being made). In the event the leasable square footage in the Project changes from time to time due to the addition or removal of buildings, such change will

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not result in a recalculation of Tenant’s Pro Rata Share until the January 1 next following such occurrence, as if such change had not taken place until such following January 1. The references in this Paragraph to the actual Lease Expenses allocable to a calendar year, shall include (i) if such calendar year is the calendar year during which the Rent Commencement Date occurs, the actual annualized Lease Expenses allocable to the portion of such calendar year following the Rent Commencement Date, and (ii) if such calendar year is the Last Calendar Year, the actual annualized Lease Expenses allocable to the portion of the Last Calendar Year prior to the Expiration Date or earlier termination of this Lease.

9.  Utilities and Services .  Except as otherwise provided in the Addendum to this Lease, Landlord shall supply water to the Premises and to the common areas for ordinary and customary uses, the cost of which shall be included as a part of Lease Expenses. In the event the Premises are separately metered for water use as of the Commencement Date of this Lease, or shall become separately metered for water use at any time during the term of this Lease, Tenant shall contract directly with the water utility provider and pay for the cost(s) of water services and consumption attributable to the Premises meter, including associated sewer fees and other related billings. In such event, building water costs shall be excluded from Tenant’s Lease Expenses, but Tenant shall continue to pay its pro-rata share of Common Area water costs. If Tenant does not pay directly for its separately metered water, and Tenant’s use of water (or any other utilities or services supplied by Landlord) exceeds ordinary and customary usage levels, then Tenant shall pay the cost of such excess (determined in Landlord’s reasonable discretion) as additional rent. Except for Landlord’s obligations as set forth above, Tenant shall make all arrangements for and pay the cost of all utilities and services (including without limitation their connection charges and taxes thereon) furnished to the Premises or used by Tenant, including without limitation electricity, water (to the extent not supplied by Landlord), heating, ventilating, air-conditioning, oil, steam for heating, sewer, gas, telephone, communication services, trash collection from within the Premises and refuse bin removal services in the event Landlord does not provide said refuse bin removal services as a part of the common area services, janitorial, cleaning, and window washing. Installation of all types of conduit and wiring exclusively serving the Premises, including but not limited to communications wiring, shall be subject to the requirements of Paragraph 24, below, and the Landlord’s approval of the location, manner of installation, and the installing contractor. All such conduit and wiring shall, at Landlord’s option, and to the extent it does not remain the property of the service or utility that utilizes such conduit or wiring, become Landlord’s property once installed. Upon termination of this Lease, Landlord may elect to require Tenant to remove such conduit and wiring at Tenant’s expense and return the Premises and the Common Areas of the Project to their pre-existing condition. Landlord may, at its election, furnish to the Premises any of the utilities and services set forth above, in which event Tenant shall reimburse Landlord for Landlord’s cost of furnishing such utilities and services as additional rent. Landlord shall not be liable for failure to furnish any utilities or services to the Premises when such failure results from causes beyond Landlord’s reasonable control. If Landlord constructs new or additional utility facilities, including without limitation wiring, plumbing, conduits, and/or mains, resulting from Tenant’s changed or increased utility requirements, Tenant shall on demand promptly pay to Landlord the total cost of such items as additional rent. The discontinuance of any utilities or services, including, without limitation, Landlord’s discontinuance or failure to provide any of the utilities or services furnished by Landlord to the Premises, shall neither be deemed an actual or constructive eviction, nor release Tenant from its obligations under this Lease including, without limitation, Tenant’s obligation to pay Rental. If any governmental authority having jurisdiction over the Project imposes mandatory controls, or suggests voluntary guidelines applicable to the Project, relating to the use or conservation of water, gas, electricity, power, or the reduction of automobile emissions, Landlord, at its sole discretion, may comply with such mandatory controls or voluntary guidelines and, accordingly, require Tenant to so comply. Landlord shall not be liable for damages to persons or property for any such reduction, nor shall such reduction in any way be construed as a partial eviction of Tenant, cause an abatement of rent, or operate to release Tenant from any of Tenant’s obligations under this Lease.

10.  Maintenance .

10.1.  Tenant’s Duties.   Tenant shall at its sole cost (i) maintain, repair, replace, and repaint, all in first class condition, all portions of the Premises (except those portions of the Premises to be maintained by Landlord as expressly set forth below), (ii) arrange for the removal of trash from the Premises, (iii) furnish reasonable janitorial services within the Premises, (iv) maintain and repair any plate-glass windows appurtenant to the Premises and all interior and exterior doors, including roll-up doors, (v) maintain, repair, and replace the heating, air-conditioning, and ventilation system (“HVAC”) exclusively serving the Premises including establishment of a maintenance contract for the periodic inspection, maintenance, and replacement, as necessary, of the HVAC system exclusively serving the Premises, and Tenant shall provide Landlord with a copy of said contract within ten (10) days after Tenant’s opening of the Premises for business, as well as a copy of any additional or supplemental contracts within ten (10) days of their execution. Notwithstanding the foregoing, Landlord, at Landlord’s option and upon written notification to Tenant, may elect to maintain a HVAC service contract on Tenant’s behalf, the cost of which shall be billed to Tenant in conjunction with the Lease Expenses. Regardless of Landlord’s or Tenant’s obligations for the establishment of a HVAC service contract, Tenant shall be responsible for making all the arrangements for, and direct payment of the costs of, all repairs and replacements to the HVAC system, (vi) maintain a pest and termite control service agreement with respect to the Premises, reasonably acceptable to Landlord, (vii) maintain and repair all telephone lines and wiring exclusively serving the Premises whether in the Premises or not and utilizing such contractors as approved by Landlord, and all electrical fixtures, panels, wiring, transformers, conduits, lighting fixtures, lamps, and tubes exclusively serving the Premises (whether located within or outside of the Premises), and (viii) maintain, repair, and/or replace any water heating systems, sewer lines, plumbing lines, and any grease traps exclusively serving the Premises, using a professional cleaning company for grease trap service on a schedule

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acceptable to Landlord. Tenant shall provide Landlord with current copies of such cleaning contracts throughout the Term. Tenant is additionally liable for any damage to the Project resulting from the acts or omissions of Tenant or Tenant’s Invitees, including, without limitation, any damage to the roof or damage relating to a roof penetration caused by Tenant or Tenant’s Invitees and any actual or consequential damage to the Premises, Building, or Project arising from Tenant’s use of the Premises, Tenant’s personal property, or systems or equipment serving the Premises that are the responsibility of Tenant to maintain, repair and replace. If Tenant fails to maintain, repair, replace, or repaint any portion of the Premises as provided above, or if Tenant or Tenant’s Invitees damage any portion of the Project, then Landlord may, at its election, maintain, repair, replace, or repaint any such portion of the Premises or the Project and Tenant shall promptly reimburse Landlord for Landlord’s actual cost thereof, plus a supervisory fee in the amount of ten percent (10%) of such actual cost as additional rent. Landlord, at Landlord’s sole discretion, may require Tenant to use specific contractors or construction/repair techniques for the purpose of maintaining warranties or the integrity of the Premises or the Project.

10.2.  Landlord’s Duties . Landlord shall repair and maintain the Common Areas, subject to Tenant’s obligation to pay its Pro Rata Share of the Lease Expenses, as provided in Paragraph 8. Landlord shall maintain the structural parts of the buildings within the Project, which are only the foundations, exterior walls (excluding glass and doors), and the structural and waterproofing membrane portions of the roof (excluding skylights), but Tenant shall pay the (a) the full costs of such maintenance, or an equitable share determined by Landlord if the Premises are part of a multi-tenant building, (b) the full amount of any maintenance and repairs necessitated by any act, omission, conduct or activity of, or breach of this Lease by, Tenant or any of Tenant’s Invitees (plus ten percent (10%) of the cost thereof to reimburse Landlord for overhead), or (c) any maintenance and repairs necessitated by breaking and entering of the Premises. Tenant shall pay its share of such maintenance and repair costs incurred by Landlord, to the extent such obligation exceeds any amount thereof impounded under Paragraph 8.2, within thirty (30) days after receipt of a statement from Landlord. Landlord shall use its reasonable efforts to repair and maintain the Common Areas and the structural parts of the Project so as not to interfere with Tenant’s business operations. There shall be no abatement of rent, and no liability of Landlord, by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations, or improvements to any portion of the Premises or the Project. Except as provided in Paragraph 30 (Destruction) and Paragraph 31 (Condemnation), Landlord shall have absolutely no other responsibility to repair, maintain or replace any portion of the Premises at any time. Tenant waives the right to make repairs at Landlord’s expense under California Civil Code Section 1942, or under any other law, statute or ordinance now or hereafter in effect. Landlord’s obligations under this Paragraph are not intended to alter or modify in any way the provisions of Paragraph 37.

11.  Net Lease . This Lease is intended to be a completely “net lease” and, except as otherwise expressly provided in this Lease, Tenant shall have sole responsibility for the care, maintenance, and repair of the Premises, including all costs thereof, as though Tenant were the owner of the Premises. Tenant shall be liable for and bear all costs relating to the Premises, except as expressly provided to the contrary in this Lease.

12.  Parking . Subject to the remaining provisions of this Paragraph, as long as Tenant is not in default under this Lease, Landlord grants to Tenant (for the benefit of Tenant and Tenant’s Invitees) the right to the non-exclusive use of the parking area within the boundaries of and serving the Project (the “Parking Area”). Tenant’s use of the Parking Area shall be subject to such rules as Landlord may, in its sole discretion, adopt from time to time with respect of the Parking Area, including without limitation (i) rules limiting tenants of the Project (including, without limitation, Tenant) to the use of, or excluding the use of, certain parking spaces or certain portions of the Parking Area, in order to maintain the availability of accessible parking spaces for clients, guests, and invitees of tenants of the Project, and (ii) rules limiting tenants of the Project (including without limitation Tenant) to the use of a restricted number of parking spaces or a restricted area. Notwithstanding anything to the contrary in this Paragraph, Landlord may, at its election, construct improvements upon or otherwise alter in any manner the Parking Area provided that Landlord makes reasonable amounts of parking available (or reasonable amounts of parking will remain available) to Tenant elsewhere on the Project, or within a reasonable distance from the Project. Landlord reserves the right to grant certain tenants in the Project the exclusive right to park in specified areas of the Parking Area, to the exclusion of all other tenants. Tenant acknowledges that the exercise of the rights reserved to Landlord under this Paragraph may result in a decrease in the number of parking spaces available to Tenant and Tenant’s Invitees, and no such decrease shall affect Tenant’s obligations under this Paragraph, constitute a constructive eviction, or entitle Tenant to any abatement of Rental. Notwithstanding the above, within ten (10) business days after the Lease Commencement Date, Landlord will mark ten (10) nonexclusive parking spaces immediately in front of Tenant’s Premises for thirty (30) minute parking (available to all tenants and their invitees and guests in the Center). Landlord will cooperate, to the best of Landlord’s ability, with Tenant (at absolutely no cost to Landlord) to comply with California Finance Code section 13,000 et. seq.(as amended from time to time).

13.  Signs . Tenant may not place, construct, or maintain any sign, advertisement, awning, banner, or other exterior decoration (collectively, “sign”) in the Premises which is visible from the exterior of the Premises, or on the Building without Landlord’s prior written consent. Any sign that Tenant is permitted by Landlord to place, construct, or maintain in the Premises or on the Building shall comply with Landlord’s sign criteria applicable to the Project, including, without limitation, criteria relating to size, color, shape, graphics, and location (collectively, the

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“Sign Criteria”), and shall comply with all applicable laws, ordinances, rules, or regulations, and Tenant shall obtain any approval required by such laws, ordinances, rules, and regulations. Landlord makes no representation with respect to Tenant’s ability to obtain any such approval. Tenant shall, at Tenant’s sole cost, make any changes to any sign, in the Premises or on the Building as required by any new or revised applicable laws, ordinances, rules, or regulations, or any changes in the Sign Criteria. Tenant shall, additionally, maintain, repair, and replace all of Tenant’s signs in first class condition (excluding any multi-tenant sign within the Project maintained by the Landlord). Unless expressly waived in writing by Landlord to Tenant, Tenant shall, at Tenant’s sole cost and expense, and in accordance with Paragraph 25, below, install its primary. Tenant identification sign in accordance with the sign criteria for the Project within thirty (30) days from the opening of Tenant’s business, subject to unavoidable delays due to governmental authorities. Landlord shall have the right from time to time to revise the sign criteria and within sixty (60) days after Tenant’s receipt of written notice of any new sign criteria, Tenant shall, at Tenant’s sole expense, remove any existing signs and replace the same with new signs conforming to the new sign criteria.

14.  Rules, Regulations, and Covenants .  Tenant shall (and shall cause Tenant’s Invitees to) observe faithfully and comply strictly with any reasonable rules and regulations which Landlord may from time to time adopt for the Project as well as any recorded covenants, conditions, or restrictions affecting the Premises or the Project, whether now existing or hereafter adopted or amended from time to time (all of the foregoing, collectively, “rules”). Landlord has no duty or obligation to enforce any rule against any other tenant, and Landlord will not be liable to Tenant for violation of any rule by any other tenant, or any other tenant’s agents, employees, officers, independent contractors, customers, invitees, visitors, or licensees. Tenant acknowledges that Landlord reserves the right, from time to time, to enter into leases or other agreements by which Landlord agrees to restrict the use of all or any portion of the Project (including the Premises) from certain uses. All such leases and other agreements, whether now existing or entered into in the future, shall be binding upon Tenant and is no event shall Tenant utilize the Premises for any use so prohibited.

15.  Early Access Insurance .  At any time prior to the Lease Commencement Date that Tenant is making any Alterations (as defined below) to the Premises or performing any of the Tenant’s work, (i) Tenant shall, at Tenant’s sole cost, maintain (a) “Builder’s Risk” insurance with respect to the Premises, reasonably satisfactory to Landlord, and (b) all of the insurance to be maintained by Tenant during the Term, including without limitation public liability and property damage insurance, fire and extended coverage insurance and special form insurance, and workers compensation insurance, (ii) the provisions of the Paragraph in this Lease entitled “Indemnity and Exemption of Landlord from Liability” shall be operative, and (iii) the provisions of the Paragraph in this Lease entitled “Utilities and Services” shall be operative. Any Alterations pursuant to this Paragraph shall be subject to all the provisions of the Paragraph in this Lease entitled “Alterations”. Nothing in this Paragraph shall be construed as granting permission to Tenant to enter the Premises, or to make any Alterations, prior to the Lease Commencement Date and no such right shall exist unless specified in Exhibit “C”.

16.  Plate-Glass Insurance .  Tenant shall at its sole cost maintain full coverage plate-glass insurance on the Premises, under which Landlord and any lender holding a security interest in the Project (“Lender”) shall be named as additional insureds.

17.  Public Liability and Property Damage Insurance .  Tenant shall, at Tenant’s sole cost, maintain public liability and property damage insurance (i) with a combined single limit liability of not less than $2,000,000.00, (ii) insuring (a) against all liability of Tenant and Tenant’s Invitees arising out of or in connection with Tenant’s use or occupancy of the Premises, including, without limitation, Tenant’s use, maintenance, repair and replacement of systems and equipment either contained within the Premises or in air spaces, walls, roof areas, or other portions of the Building or Project and exclusively serving the Premises, and (b) performance by Tenant of the indemnity provisions set forth in this Lease, (iii) naming Landlord, its agent, and any Lender as additional insureds, (iv) containing cross-liability endorsements, and (v) which includes products liability insurance (if Tenant is to sell merchandise or other products derived, assembled, or produced from the Premises). Additionally, if Tenant sells or serves alcoholic beverages from the Premises, Tenant shall obtain and maintain “dram shop” coverage and such other insurance coverage as Landlord may designate from time to time and in such amounts as Landlord deems reasonably appropriate.

18.  Fire and Extended Coverage Insurance .  Tenant shall, at Tenant’s sole cost, maintain on Tenant’s Alterations and Tenant’s Personal Property (as defined below) a policy of standard fire and extended coverage and special form insurance, with vandalism and malicious mischief endorsements, coverage with respect to increased costs due to building ordinances, demolition coverage, boiler and machinery insurance, and sprinkler leakage coverage, in each case to the extent of at least ninety percent (90%) of full replacement value, and issued in the name of Tenant with Landlord, Landlord’s lender and Landlord’s designated agent as additional insureds.

19.  “Extra Expense” Insurance .  Tenant shall obtain “Extra Expense” insurance in amounts sufficient to reimburse Tenant for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or to the Project as a result of such perils.

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20.  Insurance Generally .  If Tenant fails during the Term to maintain any insurance required to be maintained by Tenant under this Lease, then Landlord may, at its election, arrange for any such insurance, and Tenant shall reimburse Landlord for any premiums for any such insurance within five (5) days after Tenant receives a copy of the premium notice. If any such premiums are allocable to a period, a portion of which occurs during the Term and the remainder of which occurs before or after the Term, then such premiums shall be apportioned between Landlord and Tenant based upon the number of days during such period that occur during the Term and the number of days that occur before or after the Term, such that Tenant pays for the premiums that are allocable to the period during the Term. Insurance required to be maintained by Tenant under this Lease (i) shall be issued as a primary policy by insurance companies authorized to do business in the state in which the Premises are located with a Best’s Rating of at least “A” and a Best’s Financial Size Category rating of at least “VIII,” as set forth in the most current edition of “Best’s Insurance Reports” (unless otherwise approved by Landlord), or such higher rating as may be required by any Lender, (ii) shall name Landlord, its agents, and any Lender as additional named insureds, (iii) shall consist of “occurrence” based coverage, without provision for subsequent conversion to “claims” based coverage, (iv) shall not be cancelable or subject to reduction of coverage or other modification except after thirty (30) day’s prior written notice to Landlord and any Lender, and (v) shall not provide for a deductible or co-insurance provision in excess of $10,000.00. Additionally, Tenant shall carry and maintain Workers Compensation Insurance of the type and coverage as required by law. Tenant shall, at least thirty (30) days prior to the expiration of each such policy, furnish Landlord with a renewal of or “binder” extending such policy. Tenant shall promptly, upon request, deliver to Landlord copies of such policy or policies or certificates evidencing the existence and amounts of such insurance together with evidence of payment of premiums.

21.  Waiver of Subrogation .  Tenant releases Landlord and Landlord’s guests, invitees, customers and licensees (collectively, “Landlord’s Invitees”) from all claims For damage, loss, or injury to Tenant’s Personal Property and to the systems, equipment, fixtures and Alterations of Tenant in or on the Premises and Project to the extent and such damage, loss or injury is covered by any insurance policies carried by Tenant and in force at the time of such damage. Tenant shall cause all insurance policies obtained by it pursuant to this Lease to provide (if such provision is generally commercially available) that the insurance company waives all right of recovery by way of subrogation against Landlord in connection with any damage, loss, or injury covered by such policy.

22.  Landlord’s Insurance .  Landlord may, at its election, maintain any of the following insurance, in such amounts and with such limits as Landlord shall determine in its reasonable discretion: (i) Public liability and property damage insurance, and products liability insurance; (ii) Fire and extended coverage and special form insurance, coverage with respect to increased costs due to building ordinances, demolition coverage, and sprinkler leakage coverage; (iii) boiler and machinery insurance; (iv) fidelity insurance; (v) Plate-glass insurance; and (vi) rental interruption insurance. The premiums, costs, expenses, and deductibles (or similar costs or charges) of and/or with respect to any such insurance (all of the preceding, collectively, “Insurance Expenses”) shall constitute Lease Expenses. Tenant shall not keep, use, manufacture, assemble, sell or offer for sale in or upon the Premises any article that may be prohibited by, or that might invalidate, in whole or in part, the coverage afforded by, a standard form of fire or all risk insurance policy. Tenant shall pay the entire amount of any increase in premiums that may be charged during the Lease Term for the insurance that may be maintained by Landlord on the Premises or the Project resulting from the type of materials or products stored, manufactured, assembled or sold by Tenant in the Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant’s use of the Premises, a schedule issued by the entity making the insurance rate on the Premises showing the various components of such rate shall be conclusive evidence of the items and charges that make up the fire or all risk insurance rate on the Premise.

23.  Taxes .

23.1.  Personal Property Taxes .  Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied or assessed against, or based upon the value of, Tenant’s personal property installed or located in or on the Premises including without limitation trade fixtures, furnishings, equipment, and inventory (collectively, “Tenant’s Personal Property”). On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of such payments. If any such taxes, assessments, license fees, and/or other charges are levied against Landlord or Landlord’s property, or if the assessed value of the Premises is increased by the inclusion of a value placed on Tenant’s Personal Property, and if Landlord pays such taxes, assessments, license fees, and/or other charges or any taxes based on the increased caused by Tenant’s Personal Property, then Tenant, on demand, shall immediately reimburse Landlord for the sum of such taxes, assessments, license fees, and/or other charges so levied against Landlord, or the proportion of taxes resulting from such increase in Landlord’s assessment. Landlord may, at its election, pay such taxes, assessments, license fees, and/or other charges or such proportion, and receive such reimbursement.

23.2.   Real Property Taxes Imposed Upon the Premises .  Tenant shall pay, at least ten (10) days before delinquency, all real property or real estate taxes, assessments, license fees, and other impositions, whether general, special, ordinary, or extraordinary, and of every kind and nature, which may be separately levied, assessed or imposed upon or with respect to the Premises. On demand by Landlord, Tenant shall furnish Landlord with

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satisfactory evidence of such payments. Landlord may, at its election, pay such taxes, assessments, license fees, and/or other charges and Landlord shall receive immediate reimbursement of the amounts so paid. Notwithstanding the provisions of Paragraph 8 (Lease Expenses), if at any time during the Lease Term and any Extension thereafter, there is a change of ownership of the Project or respective tax parcel related to the Building, which results in an increase in the assessed valuation of the Project or Building, then Tenant shall not be liable for any taxes attributable to any change of ownership assessment; and for purposes of computing Tenant’s prorata share of real property taxes, as described herein, commencing with the tax year in which the change of ownership assessment is first reflected in the taxing authorities notice of assessment and continuing for all subsequent tax years, the taxes attributable to such change of ownership shall be subtracted from taxes. Notwithstanding for foregoing, Tenant shall be obligated to pay their prorata share of any change of ownership taxes resulting from the first and second change of ownership assessments that occur subsequent to the execution of the Lease.

24.  Alterations .  Tenant shall not make any alterations, improvements, additions, installations, or changes of any nature in or to the Premises (any of the preceding, “Alterations”) unless (i) Tenant first obtains Landlord’s written consent, (ii) Tenant complies with all conditions which may be imposed by Landlord, including but not limited to Landlord’s selection of specific contractors or construction techniques and the requirements of the attached Exhibit “C”, and (iii) Tenant pays to Landlord the reasonable costs and expenses of Landlord for architectural, engineering, or other consultants which reasonably may be incurred by Landlord in determining whether to approve any such Alterations. At least thirty (30) days prior to making any Alterations, Tenant shall submit to Landlord, in written form, proposed detailed plans of such Alterations. Tenant shall, prior to the commencement of any Alterations, at Tenant’s sole cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at Tenant’s sole cost, in a prompt and expeditious manner), (ii) provide Landlord with ten (10) days’ prior written notice of the date the installation of the Alterations is to commence, so that Landlord can post and record an appropriate notice of non-responsibility, and (iii) obtain (and deliver to Landlord proof of) reasonably adequate workers compensation insurance with respect to any of Tenant’s employees installing or involved with such Alterations (which insurance Tenant shall maintain to force until completion of the Alterations). All Alterations shall upon installation become the property of Landlord and shall remain on and be surrendered with the Premises on the Expiration Date or earlier termination of this Lease, except that Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so notifying Tenant in writing on or about the Expiration Date or earlier termination of this Lease, in which event, Tenant shall, at its sole cost, on or before the Expiration Date or earlier termination of this Lease, repair and restore the Premises to the condition of the Premises prior to the installation of the Alterations which are to be removed. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanic’s and materialmen’s liens resulting from or relating to any Alterations or other construction. Tenant may, at its election, contest the correctness or validity of any such lien provided that (a) immediately on demand by Landlord, Tenant procures and records a lien release bond, issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in the state in which the Premises are located, in an amount equal to one hundred fifty percent (150%) of the amount of the claim of lien, which bond meets the requirements of California Civil Code Section 3143 or any successor statute, and (b)Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs incurred in participating in such an action. If Tenant fails to cause any such lien to be released within fifteen (15) days after imposition, by payment or posting of a proper bond, Landlord shall have the right (but not the obligation) to cause such release by such means as Landlord deems proper. Tenant shall reimburse Landlord upon demand for all costs incurred by Landlord in connection therewith (including attorneys’ fees and costs), with interest at the rate specified in Paragraph 28 from the date of payment by Landlord to the date of payment by Tenant.

25.  Surrender of Premises and Holding Over .  On the Expiration Date or earlier termination of this Lease, (i) Tenant shall surrender to Landlord the Premises and all Alterations (except for Alterations that Tenant is obligated to remove as expressly set forth above) in a first class and clean condition, free of trash and debris including cleaning of all flooring; patching and painting of all walls; removal of all signage installed by Tenant on any portion of the Building or Project including restoration of the signage mounting surfaces to their pre-existing condition; all sign circuits, electrical circuits and lighting fixtures in good operating condition; all HVAC units serving the Premises in a well maintained and operable condition; all roof penetrations arising from Tenant’s occupancy of the Premises in a watertight condition; and all doors, windows, roll-up doors, locks, and hardware in operable condition upon the termination of this Lease, (ii) Tenant shall remove all of Tenant’s Personal Property and perform all repairs and restoration required by the removal of any Alterations or Tenants Personal Property and (iii) Tenant shall surrender to Landlord all keys to the Premises (including without limitation any keys to any exterior or interior doors). Landlord may elect to retain or dispose of in any manner any Alterations or Tenant’s Personal Property that Tenant does not remove from the Premises on the Expiration Date or earlier termination of this Lease as required by this Lease by giving written notice to Tenant. Any such Alterations or Tenant’s Personal Property that Landlord elects to retain or dispose of shall immediately upon notice to Tenant vest in Landlord. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord’s retention or disposition of any such Alterations or Tenant’s Personal Property. All Alterations and fixtures (other than trade fixtures, safety deposit boxes (and their contents), Vault, ATM, Night Depository and signs), shall become Landlord’s property and shall be surrendered to Landlord with the Premises, regardless of who paid for the same and without limiting the foregoing, Tenant shall not remove any of the following materials or equipment without Landlord’s written consent, regardless of who paid for the same and regardless of whether the same are permanently attached to the Premises or not, power wiring and power panels; any piping for gasses or liquids; sinks, cabinet and

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casework; fume hoods or specialized air-handling evacuation systems; any drains or other equipment for the handling of grease and/or waste water, computer, telephone, telecommunication wiring, panels and equipment; lighting and lighting fixtures; wall coverings; drapes, blinds and other window coverings; carpets and floor coverings; heaters, air conditioners and other heating or air conditioning equipment; security systems; and other building equipment and decorations. Tenant shall be liable to Landlord for Landlord’s costs for storing, removing or disposing of any such Alterations or Tenant’s Personal Property. If Tenant fails to surrender the premises to Landlord on the Expiration Date or earlier termination of this Lease in the condition required by this Paragraph. Tenant shall indemnify Landlord against all liabilities, damages, losses, costs, expenses, attorneys’ fees and claims resulting from such failure, including without limitation any claim for damages made by a succeeding tenant. If Tenant, with Landlord’s consent, remains in possession of the Premises after the Expiration Date or earlier termination of this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable on thirty (30) days’ written notice given at any time by Landlord or Tenant. During any such month-to-month tenancy, Tenant shall pay, as Basic Monthly Rent, one hundred twenty-five percent (125%) of the Basic Monthly Rent in effect immediately prior to the Expiration Date or earlier termination of this Lease, as the case may be. All provisions of this Lease except for those pertaining to Term shall apply to such month- to-month tenancy.

26.  Default . The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:

26.1.  The vacating or abandoning of the Premises by Tenant.

26.2.  Tenant’s failure to make any payment of Rental or late charges or any other monetary sums required hereunder as and when due. No grace period prior to the imposition of a late charge pursuant to paragraph 28 below, shall extend the date when such Rental is due and payable, and Tenant; shall be in default under this Lease if such payment is not timely made. In the case of Basic Monthly Rent, payments must be received on or before the tenth day of each calendar month, and Tenant shall be in default if such Rental is not paid such date.

26.3.  Tenant’s failure to observe or perform any of the provisions of this Lease to be observed or performed by Tenant, other than described in the preceding two paragraphs, where such failure shall continue for a period of ten (10) days after written notice of such failure from Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under applicable unlawful detainer statutes: and provided further, however, that if the nature of Tenant’s default is such that more than ten (10) days are required for its cure, then Tenant shall not be deemed to be in default if Tenant commenced such cure within such ten-day period and thereafter diligently prosecutes such cure to completion within sixty (60) days after Landlord’s written notice.

26.4.  Tenant’s failure to deliver to Landlord, within ten (10) days after Landlord’s written request, any financial statement, of Tenant (including without limitation a current annual balance sheet and profit/loss statement of Tenant) reasonably requested by Landlord, or if any financial statement given to Landlord by Tenant, or by any assignee, subtenant, or guarantor of Tenant, is materially false or evidences that Tenant’s net worth is negative, and Tenant fails to furnish to Landlord, within ten (10) days after written notice from Landlord to Tenant, with cash as an additional security deposit in an amount equal to the aggregate Rental payable under this Lease for the six full calendar months immediately following such notice.

26.5.  The making by Tenant of any general arrangement or assignment for the benefit of creditors: Tenant’s becoming bankrupt, insolvent or a “debtor” as defined in 11 U.S.C. Section 101, or any successor statute (unless, in the case of a petition filed against Tenant, such petition is dismissed within thirty (30) days after its original filing); the institution of proceedings under the bankruptey or similar laws in which Tenant is the debtor or bankrupt; the appointing of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease (unless possession is restored to Tenant within thirty (30) days after such taking); the attachment, execution, or judicial seizure of substantially all of Tenant’s assets located at the Premises or Tenant’s interest in this Lease (unless such attachment, execution, or judicial seizure is discharged within thirty(30) days after such attachment, execution, or judicial seizure); or, if Tenant is a partnership or consists of more than one person or entity, any partners of the partnership or any such other person or entity becoming bankrupt or insolvent or making a general arrangement or assignment for the benefit of creditors.

27.  Landlord’s Remedies . Landlord shall have the following remedies if Tenant commits a default and/or breach under this Lease; these remedies are not exclusive, but are cumulative and in addition to any remedies provided elsewhere in this Lease, or now or later allowed by law.

27.1.  Continuation of Lease .  No Act by Landlord (including without limitation the acts set forth in the succeeding sentence) shall terminate Tenant’s right to possession unless Landlord notifies Tenant in writing that Landlord elects to terminate Tenant’s right to possession. As long as Landlord does not terminate Tenant’s right to possession, Landlord may (i) continue this Lease in effect, (ii) continue to collect Rental when due and enforce all the other provisions of this Lease, and (iii) enter the Premises and relet them, or any part of them, to third parties for

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Tenant’s account, for a period shorter or longer than the remaining term of this Lease. Tenant shall immediately pay to Landlord all costs Landlord incurs in such reletting, including, without limitation, brokers commissions, attorneys’ fees, advertising costs, and expenses of remodeling the Premises for such reletting

27.2.  Rent from Reletting .  If Landlord elects to relet all or any portion of the Premises as permitted above, rent that Landlord receives from such reletting shall be applied to the payment of, in the following order and priority, (i) any indebtedness from Tenant to Landlord other than Basic Monthly Rent due from Tenant, (ii) all costs incurred by Landlord in such reletting, and (iii) Basic Monthly Rent due and unpaid under this Lease. After applying such payments as referred to above, any sum remaining from the Rent Landlord receives from such reletting shall be held by Landlord and applied in payment of future Basic Monthly Rent as it becomes due under this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord unless and until all obligations of Tenant under this Lease, including all future obligations, are satisfied in full.

27.3.  Termination of Tenant’s Right to Possession .  Landlord may terminate Tenant’s right to possession of the Premises at any time, by notifying Tenant in writing that Landlord elects to terminate Tenant’s right to possession. On termination of this Lease, Landlord has the right to recover from Tenant (i) the worth at the time of the award of the unpaid Basic Monthly Rent which had been earned at the time of such termination, (ii) the worth at the time of the award of the amount by which the unpaid Basic Monthly Rent which would have been earned after such termination until the time of award exceeds the amount of such loss of Basic Monthly Rent that Tenant proves could have been reasonably avoided, (iii) the worth at the time of the award of the amount by which the unpaid Basic Monthly Rent for the balance of the Term after the time of award (had there been no such termination) exceeds the amount of such loss of Basic Monthly Rent that Tenant proves could be reasonably avoided, and (iv) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease or in the ordinary course of things would be likely to result therefrom including, but not limited to (a) expenses for cleaning, repairing or restoring the Premises, (b) expenses for altering, remodeling or otherwise improving the Premises for the purpose of reletting, (c) brokers’ fees and commissions, advertising costs and other expenses of reletting the Premises, (d) costs of carrying the Premises such as taxes, insurance premiums, utilities and security precautions, (e) expenses in retaking possession of the Premises, (f) attorneys’ fees and costs, (g) any unearned brokerage commissions paid in connection with this Lease and (h) reimbursement of any previously waived or abated Rental and/or Additional Rent, and (v) such other amounts in addition to or in lien of the foregoing as may be permitted from time to time under applicable California law. The “worth at the time of the award” of the amounts referred to in Clauses (i) and (ii) above is to be computed by allowing interest at the Default Rate, as set forth below, or if Default Rate is set forth, then at the maximum rate permitted by applicable law. The “worth at the time of the award” of the amount referred to in Clause (iii) above is to be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent.

27.4.  Landlord’s Right to Cure Default .  Landlord, at any time after Tenant commits a default or breach under this Lease, may cure such default or breach at Tenant’s sole cost. If Landlord at any time, by reason of Tenant’s default or breach, pays any sum or does any act that requires the payment of any sum, such sum shall be due immediately from Tenant to Landlord at the time such sum is paid, and shall be deemed Additional Rent under this Lease. If Tenant fails to timely pay any amount due under this Paragraph, then (without curing such default) interest at the Default Rate shall accrue (and be immediately payable) on such overdue amount until it is paid

27.5.  Enforcement Costs .  All costs and expenses incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease, or to enforce any provision of this Lease, including but not limited to costs for reasonable attorneys’ fees and costs paid to third parties for the service of legal notices, whether or not any action is commenced by Landlord, shall be paid by Tenant to Landlord upon demand. If Tenant fails to timely pay any amount due under this Paragraph, then (without curing such default) interest at the Default Rate shall accrue (and be immediately payable) on such overdue amounts until it is paid.

28.  Interest and Late Charges .  Late payment by Tenant to Landlord of Rental will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be impracticable or extremely difficult to fix. Such costs include, without limitation, processing, collection and accounting charges, and late charges that may be imposed on Landlord by the terms of any deed of trust covering the premises. Therefore, if any Rental is not received by Landlord within ten (10) days of its due date, then, without any requirement for notice to Tenant, Tenant shall pay to Landlord an additional sum of ten percent (10%) of such overdue amount as a late charge as additional rent. Such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any late payment by Tenant, and therefore this Paragraph is reasonable under the circumstances existing at the time this Lease is made. Acceptance of such late charge by Landlord shall not constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord under this Lease. In addition to the late charge payable by Tenant, as provided above, if any such Rental is not paid within thirty (30) days of the date such Rental was due, then Tenant shall pay to Landlord interest on such overdue Rental at the rate of three percent (3%) above the “reference rate” announced from time to time by Bank of America, NT&SA (the “Default Rate”). Such interest shall additionally accrue and be payable by Tenant relative to any other amounts payable by Tenant to Landlord under the provisions of this Lease which are not paid when due (if such reference rate ceases to be announced, then a comparable “prime rate” shall be utilized,

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selected by Landlord).

29.  Payment of Rent by Cashier’s Check. If a late charge is payable under this Lease, whether or not collected, for two installments of Basic Monthly Rent or other Rental due under this Lease during any one calendar year during the Term, or if any payment made by Tenant in the form of a personal or business check is returned by the bank it was drawn upon for whatever reason, including but not limited to insufficient funds, then Landlord, at Landlord’s option, may require Tenant to submit future payments to Landlord in the form of a certified cashier’s check or money order. Tenant’s obligation to provide payment in the aforementioned manner shall continue in full force and effect until Landlord, in its sale discretion, determines otherwise. Tenant further agrees to reimburse Landlord, as additional Rental, Landlord’s actual costs imposed by Landlord’s bank or financial institution arising from Tenant’s returned check(s). These costs shall be in addition to any late charges payable by Tenant pursuant to Paragraph 28 of this Lease.

30.  Destruction. If the Project is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this Paragraph, (i) Landlord shall restore the Project to substantially the same condition as it was in immediately before such destruction, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease, and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent shall be abated or reduced, between the date of such destruction and the date of completion of restoration, by the ratio of (a) the area of the Premises rendered unusable or inaccessible by the destruction to (b) the area of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Lease, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before the later of one hundred twenty (120) days after such destruction or sixty (60) days after Landlord’s receipt of the proceeds from insurance maintained by Landlord, if (A) then-existing laws do not permit such restoration, (B) such destruction occurs during the last year of the Term (provided, however, that Landlord shall restore the Premises as set forth above if such destruction occurs while Tenant has the right to exercise the Option and Tenant has exercised the Option), (C) such destruction exceeds fifty percent(50%) of the then-replacement value of the Premises, the Building, or the Project or (D) Landlord determines that the cost of such restoration exceeds the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord. If Landlord so terminates this Lease, then (1) Landlord shall have no obligation to restore the Project, (2) Landlord shall retain all insurance proceeds relating to such destruction, and (3) this Lease shall terminate as of thirty (30) days after such notice of termination from Landlord to Tenant. If Landlord restores the Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to any destruction of the Premises. In the event Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and restock the Premises and shall re-open the Premises for business as soon thereafter as is reasonably practicable.

31.  Condemnation. If during the Term, or during the period of time between the execution of this Lease and the Lease Commencement Date, there is any taking of all or any part of the Premises or any interest in this Lease by the exercise of any governmental power, whether by legal proceedings or otherwise, by any public or quasi-public authority, or private corporation or individual, having the power of condemnation (any of the preceding a “Condemnor”), or a voluntary sale or transfer by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending (any of the preceding, a “Condemnation”), the rights and obligations of Landlord and Tenant shall be determined pursuant to this Paragraph. If such Condemnation is of the entire Premises, then this Lease shall terminate on the date the Condemnor takes possession of the Premises (the “Date of Condemnation”). A temporary Condemnation of the Premises, or any part of the Premises, for less than one hundred eighty (180) days, shall not constitute a Condemnation under this Paragraph; but the Basic Monthly Rent shall abate as to the portion of the Premises affected during such temporary Condemnation. If such Condemnation is of any portion, but not all, of the Premises, then this Lease shall remain in effect, except that, if the remaining portion of the Premises is rendered unsuitable for Tenant’s continued use of the Premises, then Tenant may elect to terminate this Lease, by so notifying Landlord in writing (the “Termination Notice”) within thirty (30) days after the date that the nature and extent of the Condemnation have been determined. Such termination shall be effective on the earlier of (i) the date that is thirty (30) days after the giving of the Termination Notice, or (ii) the Date of Condemnation. If Tenant does not give to Landlord the Termination Notice within such thirty (30) day period, then all obligations of Tenant under this Lease shall remain in effect, except that (unless the Premises or restored as set forth bellow) Basis Monthly Rent shall be reduced by the ratio of (a) the area of the Premises taken to (b) the area of the Premises immediately prior to the Date of Condemnation. Notwithstanding anything to the contrary in this Paragraph, if, within twenty (20) days after Landlord’s receipt of the Termination Notice, Landlord notifies Tenant that Landlord at its cost will add to the remaining Premises (or substitute for the Premises other comparable space in the Project) so that the area of the Premises will be substantially the same after the Condemnation as they were before the Condemnation, and Landlord commences the restoration promptly and completes it within one hundred fifty (150) days after Landlord so notifies Tenant, then all obligations of Tenant under this Lease shall remain in effect, except that Basic Monthly Rent shall be abated or reduced during the period from the Date of Condemnation until the completion of such restoration by the ratio of (A) the area of the Premises taken to (B) the area of the Premises immediately prior to the Date of Condemnation. Unless Landlord restores the Premises pursuant to the preceding sentence, or unless Tenant gives to Landlord the Termination Notice within the relevant thirty (30) day period, Tenant at its sole cost shall accomplish any restoration required by Tenant to use the

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Premises. All compensation, sums, or anything of value awarded, paid, or received on a total or partial Condemnation (the “Award”) shall belong to and be paid to Landlord. Tenant shall have no right to any part of the Award, and Tenant hereby assigns to Landlord all of Tenant’s right, title, and interest in and to any part of the Award, except that Tenant shall receive from the Award any sum paid expressly to Tenant from the Condemnor for Tenant’s reasonable loss of goodwill and any amounts equal to the monies paid by Tenant from time-to-time for each of its tenant improvements (said tenant improvements as approved in advance and in writing by Landlord) made to or in the Premises, multiplied in each case by a fraction (the numerator of which is the number of months remaining on the Lease Term at the time of the Condemnation, and, the denominator of which is the number of months remaining on the Lease Term at the time Tenant paid such monies). Landlord and Tenant waive the provisions of any statute (including without limitation California Code of Civil Procedure Section 1265.130 or any successor statute) that allows Landlord or Tenant to petition the superior court (or any other local court) to terminate this Lease in the event of a partial taking (less than 25%) of the Premises.

32.  Assignment and Other Transfers .  Without Landlord’s prior written consent, which shall not be unreasonably withheld, none of the following shall occur (nor be permitted by Tenant to occur), voluntarily, involuntarily, by operation of law, or otherwise (any of the following, a “Transfer”) unless the Transferee is a federally or state chartered financia