1. What type of tenancy is being created by this contract? And how is this type of tenancy different than the other types of tenancies that can be created?
2. The month is October, and the year is 2019. Assuming the grand opening for my store occurs by October 31, 2019, what would be the Expiration Date for this Lease Term?
3. Does this contract allow me to immediately transfer my lease interests to a third party right now?
4. What type of ownership interest does OHLONE LANDLORD PROPERTIES have? Complete? Or is it defeasible? I'm not a subtenant, right?
5. I recall vaguely in my Business Law class that landlords also owe different duties to different people, but I do recall distinctly that a customer would be an invitee.But does that mean that OHLONE LANDLORD PROPERTIES is always liable if one of my customers gets hurt in my store?For instance, say one of my employees, an Ohlone student, mops the floor but forgets to put one of those yellow "caution" signs notifying customers that the floor is wet and because of the super wet floor one of my customers slips and falls and injures herself and decides to sue me under the premises liability theory.The landlord would be liable too, right?(HINT: Skim the lease agreement to find the relevant contract provision.)

USE THE INFORMATION PROVIDED BELOW

This Retail Lease (this "Lease"), dated as of September 3, 2019 (the "Effective Date"), is made by and between Ohlone Landlord Properties, a California corporation ("Landlord"), and Fashion Forward Ohlone LLC, a California limited liability company ("Tenant"). Landlord and Tenant are also sometimes referred to herein, collectively, as the "Parties," or individually as a "Party." 1. Demise. 1.1 Demise. In consideration of the payment of the Rent reserved, the mutual covenants, and each and every act to be performed by Landlord and Tenant under this Lease, Landlord hereby lets and demises to Tenant and Tenant hereby leases from Landlord for the Term (as defined below) and upon the terms and conditions set forth in this Lease the premises known as suite 888 (the "Premises"), which Premises are within the Ohlone Shopping Center located at 888 Ohlone Boulevard, Fremont, County of USA, California (the "Shopping Center"). The Shopping Center is more particularly described in Exhibit A. The approximate size and location of the Premises are shown in cross-hatching on the site plan attached hereto as Exhibit B. The parties acknowledge and agree that such Exhibit is intended only to show the approximate location of the Premises in the Shopping Center, and not to constitute an agreement, representation, or warranty as to the construction or precise area of the Premises or as to the specific location or elements of the Common Areas or access ways of or to the Premises or the Shopping Center. As used in this Lease, the term "Common Areas" shall mean all improved and unimproved areas within the boundaries of the Shopping Center (including any off-site employee or overflow parking areas and any additional land acquired by Landlord) which are made available from time to time for the general use, convenience, and benefit of Landlord, tenants, and other persons entitled to occupy any portion of the Shopping Center and/or their customers, patrons, employees and invitees. 1.2 Floor Area. As used in this Lease, the "Floor Area" means all areas designated by Landlord for the exclusive use of a tenant, as measured from the exterior surface of exterior walls and from the center of interior demising walls, and includes restrooms, mezzanines, warehouse or storage areas, clerical or office areas and employee areas and break rooms. Landlord and Tenant agree for all purposes under this Lease that the Floor Area of the Premises is deemed to be 1,000 square feet, and the total Floor Area of the Shopping Center is deemed to be 10,000 square feet. Landlord shall have the right, from time to time after any change in the areas of the Shopping Center designated for the exclusive use of a tenant, to re-measure the total floor area of the Shopping Center by using the same method of calculating floor area that is used for the Premises. 1.3 Tenant's Share. The "Tenant's Share" shall equal Ten percent (10%) which fraction equals the Floor Area of the Premises divided by the total Floor Area of the Shopping Center. Notwithstanding anything to the contrary herein, if at any time during the Term the total Floor Area of the Shopping Center is re-measured by Landlord pursuant to Section 1.2 above, Tenant's Share shall be recalculated to equal the Floor Area of the Premises divided by the re-measured total floor area of the Shopping Center.

2 1.4 Quiet Enjoyment. In lieu of any implied covenant of quiet possession or quiet enjoyment, upon payment by Tenant of all Rent and other charges and performance of all the covenants, conditions and provisions on Tenant's part to be observed and performed under this Lease, Tenant shall have quiet enjoyment of the Premises for the Term as against all persons or entities claiming by, through or under Landlord, subject to all terms of this Lease and the Permitted Exceptions. 2. Term. 2.1 Lease Term. The term of this Lease ("Term") shall be the approximately Two (2) year and Six (6) month period that commences on the Commencement Date and expires on the Expiration Date. 2.2 Commencement Date. The "Commencement Date" shall be the date on which Landlord notifies Tenant that the Premises are in Deliverable Condition. "Deliverable Condition" means that: (a) the Premises are in a broom-clean condition, free and clear of all prior leases, tenants and/or occupants and free and clear of all fixtures and other property, including exterior signs, of all prior tenants and/or occupants; (b) if applicable, Landlord has obtained all necessary consents required under any Permitted Exception; and (c) if applicable, Landlord has substantially completed Landlord's Work as described in Exhibit C. 2.3 Rent Commencement Date. The "Rent Commencement Date" shall be the earlier to occur of: (a) the date that is Thirty (30) days after the Commencement Date; and (b) the date Tenant opens for business in any portion of the Premises. 2.4 Lease Year. As used in this Lease, "Lease Year" shall mean: (a) initially, the period that commences on the Commencement Date and that ends on the January 31st next following the first anniversary of the Rent Commencement Date; and (b) thereafter, each Lease Year shall be a period of twelve calendar months that commences on February 1st and that ends on the next following January 31st. 2.5 Expiration Date. The "Expiration Date" shall be the January 31st next following the 2nd anniversary of the Rent Commencement Date. Landlord and Tenant shall each execute a memorandum, in form and substance reasonably acceptable to both Parties, confirming the Commencement Date, Rent Commencement Date and the Expiration Date once the same are known. 3. Rent. Tenant hereby agrees to pay Fixed Rent, Percentage Rent, and Additional Rent (as such terms are defined below and collectively referred to herein as "Rent") for the right of use and occupancy of the Premises during the Term. All Rent payments to be made by Tenant to Landlord shall be made payable to Landlord and sent to Landlord at the place to which notices to Landlord are required to be sent, unless Landlord shall direct otherwise by notice to Tenant. 3.1 Fixed Rent. Fixed Rent. "Fixed Rent" for the Term shall be determined in accordance with the following chart:

3 Period/Lease Year Fixed Rent per sf Annual Rent Monthly Installments Lease Year 0 to Lease Year 1 $2.50 $30,000.00 $2,500.00 Lease Year 1 to Lease Year 2 $2.50 $30,000.00 $2,500.00 Lease Year 2 to Lease Year 3 $2.50 $30,000.00 $2,500.00 All Fixed Rent shall be payable in monthly installments in advance, on the first (1st) day of each calendar month included within the term of this Lease. All rent and other payments to be made by Tenant to Landlord shall be made payable to Landlord at the place to which notices to Landlord are required to be sent, unless Landlord shall direct otherwise by notice to Tenant. Rent for any fraction of a month at the commencement or expiration of the term, or in which the rate thereof changes pursuant hereto, shall be prorated on a per diem basis. 3.2 Percentage Rent. (a) Commencing on the Rent Commencement Date and thereafter for each Lease Year throughout the Term, Tenant shall pay Percentage Rent to Landlord equal to Two and Fifty Hundredths percent (2.5%) of Tenant's Gross Sales for each Lease Year in excess of Thirty Thousand and No/100 Dollars ($30,000.00) (the "Breakpoint"). (b) "Gross Sales" means the actual sales or rental price of all goods, wares, and merchandise sold, leased, licensed, or delivered, and the actual charges for all services performed by Tenant or by any subtenant, licensee, or concessionaire in, at from, or arising out of the use of the Premises, wholesale and retail, whether cash, credit, exchange, or otherwise, without reserve or deduction for inability or failure to collect. Gross Sales will include without limitation, sales, rentals, and services: (i) when the order for them originate in, at, from, or arising out of the use of the Premises, whether delivery or performance is made from the Premises or from some other place; (ii) made or performed by mail, telephone, telegraph, electronic mail, text, video, Internet or future technological means; (iii) made or performed by mechanical or other vending devices in the Premises; or (iv) that Tenant or any subtenant, licensee, concessionaire, or other person in the normal and customary course of its business would credit or attribute to its operations in any part of the Premises. Any deposit that is not refunded will be included in Gross Sales. Each installment sale or credit sale will be treated as a sale for the full price in the month during which the sale is made, regardless of whether or when Tenant receives payment for it. Gross Sales will not be reduced by any franchise, occupancy, capital stock, income, or similar tax based on income or profits. Gross Sales does not include tips or gratuities. (c) By the 5th day after the end of each month during the Term, Tenant shall provide Landlord a statement showing the Gross Sales for such month and shall

4 pay to Landlord the amount due as Percentage Rent for such month. Within 30 days after the end of each Lease Year during the Term, Tenant shall provide Landlord a statement showing the Gross Sales for such Lease Year. If such statement shows an amount owing by Tenant that is less than the Percentage Rent paid by Tenant for the Lease Year, the excess will be held by Landlord and credited against the next payment of Percentage Rent; however, if the Term has ended and Tenant was not in default at its end, Landlord will refund the excess to Tenant. If such statement shows an amount owing by Tenant that is more than the Percentage Rent previously paid by Tenant for such Lease Year, Tenant will pay the deficiency to Landlord within 7 days after the delivery of such statement. Each statement of Gross Sales furnished by Tenant will be certified as correct by the individual primarily responsible for maintaining the books and records of Tenant and authorized by Tenant so to certify (and will show the computations of Gross Sales for Tenant and each of its subtenants, licensees, and concessionaries separately). (d) Tenant agrees to keep records of Gross Sales for at least three years after the expiration of the respective Lease Year (including after the end of the Term); such records will be kept in accordance with generally accepted principles of retail store accounting. Landlord and/or its agents may at reasonable times, and upon 7 days' prior notice to Tenant, inspect and audit such records at the Premises or such other location as Tenant may maintain such records in the Fremont metropolitan area within 7 months after the period in question. If an audit or examination by Landlord, or its representative, discloses that Tenant has failed to report all Gross Sales accurately, and that the total amount of the underreported Gross Sales exceeds Three percent (3%) of the Gross Sales previously reported by Tenant for any period examined, or the total amount of the underreported Gross Sales results in Tenant owing additional Percentage Rent in excess of Five Thousand and No/100 Dollars $5,000.00, Tenant will reimburse Landlord for all reasonable expenses incurred by Landlord in performing the examination, in addition to all additional Percentage Rent found to be owed by Tenant under this Section. (e) Notwithstanding the payment of Percentage Rent, it is expressly agreed that Landlord is not to be construed a partner of Tenant in the conduct of Tenant's business. The relationship between the Parties to this Lease is and shall at all times remain that of landlord and tenant. 3.3 Tax Payments. (a) Commencing on the Rent Commencement Date, and thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant's Share of the Real Estate Taxes assessed against the Shopping Center. As used herein, the term "Real Estate Taxes" shall mean all taxes and assessments, whether general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, including without limitation, municipal, school, county, open space taxes and business improvement and special improvement district assessments, levied, assessed or imposed at any time by any Authority upon or against the Shopping Center and/or any part thereof, and any rights or interests appurtenant thereto (hereinafter collectively

5 referred to as the "Taxable Property"). Should any alteration or improvement performed by or for Tenant cause an increase in Real Estate Taxes, Tenant shall pay to Landlord the full cost of all Real Property Taxes resulting from such increase in assessment. Any amount paid separately under this Lease by Tenant to Landlord shall be in addition to any amounts paid by Tenant pursuant to Section 3.3(b). If, due to a future change in the method of taxation or in a taxing authority, a franchise, license, income, transit, profit or other tax, fee or governmental imposition, however designated, shall be levied, assessed or imposed against Landlord, the Taxable Property or the rent or profit therefrom in lieu of, in addition to or as a substitute for all or any part of the Real Estate Taxes, then such franchise, license, income, transit, profit, or other tax, fee or governmental imposition shall be deemed to be included within the definition of Real Estate Taxes for purposes hereof. Real Estate Taxes shall be determined without reference to any abatement or exemption from or credit against Real Estate Taxes applicable to all or part of the Taxable Property. As used herein, the term "Authority" shall mean any political subdivision, public corporation, district or other political or public entity or public authority. (b) Tenant shall make payments with respect to Real Estate Taxes monthly in advance at the same time as the payment of the Fixed Rent. The monthly Real Estate Taxes payment shall be in an amount reasonably estimated by Landlord. The initial monthly Real Estate Taxes payment shall be One Thousand Five Hundred and No/100 Dollars ($1,500.00) and Tenant shall be given written notice of any change to this estimated payment amount. When the actual amount of the Real Estate Taxes for the Shopping Center for each Lease Year is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Real Estate Taxes for that Lease Year. Tenant shall pay any additional monies due within Fourteen (14) days after landlord notifies Tenant of a deficiency. 3.4 Operating Expense Payments. (a) Commencing on the Rent Commencement Date, and thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant's Share of the Operating Expenses incurred in the operation of the Shopping Center for each Lease Year. "Operating Expenses" means all costs and expenses necessary to own, operate and maintain the Shopping Center and all Common Areas, including, but not limited to, utilities (including, without limitation, electric, gas, water, and sewer), insurance (including, without limitation, Landlord's insurance costs for fire and casualty, loss of rents, and liability insurance of the Shopping Center), costs otherwise payable by Landlord pursuant to any Permitted Exceptions, repairs, replacement costs (due to ordinary or extraordinary wear and tear or catastrophe), trash and snow/ice removal (including removal from parking areas, abutting roadways and walkways), landscaping and lawn maintenance, painting, sign installation and maintenance, repair and replacement of utility systems, depreciation of machinery and equipment used in such repair and replacement, cost of all personnel to implement such services. Operating Expenses do not include maintenance of structural elements including foundations, walls, roof, and roof coverings of buildings in the Shopping Center, which shall be maintained at Landlord's expense. The foregoing list of items is

6 provided for illustrative purposes only and shall not be deemed a full, complete or exhaustive list of all possible Operating Expenses. (b) Tenant shall make payments with respect to Operating Expenses monthly in advance at the same time as the payment of the Fixed Rent. The monthly Operating Expenses payment shall be in an amount reasonably estimated by Landlord. The initial monthly Operating Expenses payment shall be One Thousand Five Hundred and No/100 Dollars ($1,500.00) and Tenant shall be given written notice of any change to this estimated payment amount. When the actual amount of the Operating Expenses for the Shopping Center for a Lease Year is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Operating Expenses for that Lease Year. Tenant shall pay any additional monies due within Fourteen (14) days after Landlord notifies Tenant of a deficiency. 3.5 Utilities. Tenant shall directly contract for the provision of, and shall pay (before delinquency) for, all water, gas, heat, light, power, telephone, telecommunications, and other utilities and services supplied to the Premises, together with any taxes thereon and hook-up or connection fees associated therewith. Without limiting the foregoing, all telecommunications services (voice, video and data) desired by Tenant shall be obtained at Tenant's sole cost and risk from providers authorized by Landlord and the appropriate governmental Authorities to provide such services to the Premises. If any utility services are not separately metered to Tenant, Tenant shall pay a reasonable proportion to be determined by Landlord, of all charges jointly metered. 3.6 Additional Rent. "Additional Rent" shall mean and be deemed to include all sums other than Fixed Rent or Percentage Rent payable by Tenant to Landlord under this Lease, including, without limitation, payments with respect to Real Estate Taxes, payments with respect to Operating Expenses, late fees, overtime or excess service charges, damages, and interest and other costs related to Tenant's failure to perform any of its obligations under this Lease. 3.7 Late Fee. If Tenant fails to pay when due any installment of Rent, Tenant covenants and agrees to pay to Landlord a late payment fee in an amount equal to the greater of $200 or 5% of such installment; provided that no such late payment shall be due if payment of such installment of Rent is made by Tenant within 5 days after such payment is due. In addition, all Rent and other payments due hereunder, upon becoming due under this Lease and remaining unpaid when due, shall bear interest until paid at the rate of 5% per annum. Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult to ascertain. The parties agree that the above late payment fee and interest represent a fair and reasonable estimate of the costs that Landlord will incur by reason of late payments of Rent by Tenant. Acceptance of any late payment fee or interest shall not constitute a waiver of Tenant's default with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and remedies available to Landlord. 4. Condition of the Premises.

7 4.1 No Representations. Tenant acknowledges that: (a) neither Landlord nor Landlord's agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose; (b) except as expressly provided herein, neither Landlord nor its agents or employees have agreed to undertake any alterations or construct any improvements to the Premises; (c) Tenant has been advised to satisfy itself regarding the condition of the Premises including without limitation the heating, ventilation and air conditioning ("HVAC") systems, electrical and fire sprinkler systems and any structural or environmental matters and the present and future suitability of the Premises for Tenant's intended use; and (d) Tenant has been advised to satisfy itself regarding the Premises' compliance with the Americans with Disabilities Act and all other applicable requirements, including all municipal, county, state and federal laws, ordinances, rules and regulations, orders, permits and zoning, the requirements of any applicable fire insurance underwriter or rating bureau and any covenants, restrictions or other matters of record relating to the Tenant, the Premises or the use thereof (collectively, "Laws"). Tenant further acknowledges, by taking possession of the Premises, that as of the Commencement Date: (a) Tenant has been given access to the Premises and has made such investigation as it deems necessary with reference to the matters set forth in this Section, is satisfied with reference thereto, and assumes all responsibility therefor as the same relate to Tenant's occupancy of the Premises and/or the terms of this Lease; and (b) neither Landlord nor any of its agents or employees has made any oral or written representations or warranties regarding said matters or the condition of the Premises other than as expressly set forth in this Lease. 4.2 Tenant's Work. Tenant shall accept the Premises in Deliverable Condition. All finish work, including installation of trade fixtures and furnishings, required from time to time to make the Premises suitable for Tenant's occupancy and operation of its business therein shall be referred to herein as "Tenant's Work." All Tenant's Work shall be completed by Tenant at its expense and in accordance with the Work Letter attached as Exhibit D. Before performing the Tenant's Work, Tenant shall obtain Landlord's written approval of Tenant's plans and specifications (including, without limitation, alterations, signs, colors, materials and lighting for the Premises), deposit with Landlord certificates of insurance as required by this Lease, and comply with other requirements which may be set forth herein or reasonably imposed by Landlord. Landlord shall use commercially reasonable efforts to approve or reject Tenant's plans and specifications within Thirty (30) days of receipt. Landlord's review of Tenant's plans and specifications are solely for Landlord's convenience, and Landlord's approval of such plans and specifications shall not constitute evidence of compliance of such plans with any applicable local or state governmental code or regulation governing the same or the adequacy thereof for Tenant's proposed use of the Premises. 4.3 Tenant's Signs. Before opening its store, Tenant shall install a sign above the front entrance to the Premises. Tenant's signage shall at all times be consistent with the signage design criteria for the Shopping Center as the same may be amended from time to time, including the manner and method of attachment of the signage to the building. Landlord agrees to allow Tenant to install and maintain the maximum signage permitted under applicable Laws. All signs must comply with all Laws, including, but not limited to, any applicable city and county code requirements. Tenant shall be solely responsible for all

8 costs associated with the manufacture, installation and maintenance of the signs. At the expiration of this Lease, Tenant shall remove all signs, at its sole expense, and shall repair any damage resulting from the installation or removal of the signs. 5. Use. 5.1 Permitted Use. Tenant shall operate its business within the Premises for the operation of APPAREL retail store that is open to the public under the trade name of Fashion Forward Ohlone ("Tenant's Trade Name") and such other trade name adopted by Tenant or its Affiliates, and for no other business or purpose without the prior written consent of Landlord (the "Permitted Use"). 5.2 Prohibited Uses. (a) Tenant shall not use or permit the use of the Premises in a manner: (i) that violates any Permitted Exception including, without limitation, the prohibited uses described in Exhibit E; (ii) that violates any of the exclusive rights described on Exhibit F; (iii) that is unlawful (including, without limitation, any manner that is lawful under California law but unlawful under federal law); (iv) that creates damage, waste, or a nuisance; (v) that emits any objectionable odors, sounds or vibrations, or allows any pests, insects or vermin; or (vi) that overloads the floors or impairs the structural soundness of the Premises. (b) Tenant shall not conduct, nor permit to be conducted, any auction, fire sale, bankruptcy sale, going out of business, or similar sale on the Premises without Landlord's prior written consent. Landlord shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 5.3 Tenant Operation. Subject to force majeure events, Tenant shall use commercially reasonable efforts to complete Tenant's Work and open for business to the public for the Permitted Use not later than the Rent Commencement Date. Thereafter, Tenant covenants and agrees to operate its business on the Premises diligently and continuously throughout the Term at all times and on all days that the Shopping Center is open. Tenant will operate its business on the Premises in a first class and reputable manner. Tenant shall keep the Premises well lighted and in a safe, neat and clean condition throughout the Term. Tenant agrees to take such actions as may be necessary or as Landlord may require to prevent or remedy any nuisance to or impact on the Shopping Center related to the Permitted Use. Tenant shall not permit or suffer the Premises, or the walls or floors thereof, to be endangered by overloading.

9 5.4 Rules and Regulations. Tenant shall abide by and observe those rules and regulations established by Landlord for the Shopping Center from time to time that are determined by Landlord, in its reasonable discretion, to be necessary for the safety, security, care and appearance of the Shopping Center or the preservation of good order therein, or for the operation and maintenance of the Shopping Center or equipment therein (collectively, the "Rules and Regulations"). A copy of the current Rules and Regulations for the Shopping Center is attached as Exhibit G. 6. Common Areas. 6.1 Common Area Use. Tenant and all persons having business with Tenant shall have the right, without charge, to use, in common with all other occupants of the Shopping Center and all persons having business with such other occupants, and no other persons, all Common Areas of the Shopping Center, for parking and access in connection with business in the Shopping Center, and for no other purpose. 6.2 Changes to Common Areas. Landlord reserves the right to any time and from time to time to make or permit changes to the Shopping Center, including increasing, reducing or changing the number, type, side, location, elevation, nature and use of any of the buildings or Common Areas, walkways, parking areas, driveways, access ways. If the Shopping Center shall be changed as aforesaid, Landlord shall not be subject to any liability to Tenant and Tenant shall not be entitled to any compensation, or diminution or abatement of rent, not shall such change, alteration or diminution be deemed to be a constructive eviction or actual eviction. 7. Repairs and Maintenance. 7.1 Landlord's Obligations. Subject to the remainder of this Section 7 and all provisions in this Lease relating to damage, destruction or condemnation of the Premises and to Tenant's indemnification of Landlord, Landlord shall maintain, repair and keep in at least the same condition as of the Effective Date (ordinary wear and tear excepted) the foundation, the roof, any roof coverings, and exterior walls (excluding the interior and exterior finish surfaces of exterior walls, windows, window frames and doors) of any building on the Premises. If Landlord shall be called on to make any such repairs occasioned by the negligent act or omission of Tenant, its employees, agents, servants, customers and other invitees, the entire cost of such repair shall be borne by Tenant. Except as provided above, it is intended by the Parties hereto that Landlord have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of Tenant. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. Landlord shall use reasonable efforts to cause any necessary repairs to be made promptly; provided, however, that Landlord shall have no liability whatsoever for any delays in causing such repairs to be made, including, without limitation, any liability for injury to or loss of Tenant's business, nor shall any delays entitle Tenant to any abatement of Rent or damages, or be deemed an

10 eviction of Tenant in whole or in part. The performance of Landlord's obligations hereunder shall be subject to delays attributable to force majeure as provided in Section 24. 7.2 Tenant's Obligations. Subject to provisions in this Lease relating to damage, destruction or condemnation of the Premises, Tenant shall, at Tenant's sole expense, keep the Premises in good order, condition and repair (whether or not the need for such repair occurs as a result of Tenant's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, heating, ventilating, air-conditioning, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, interior walls, the interior and exterior finish surface of exterior walls, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Tenant, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices. Tenant's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Tenant shall, during the Term of this Lease, keep the exterior appearance of the Premises consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary the exterior repair of the Premises. 7.3 HVAC. Tenant shall, at Tenant's sole cost and expense, procure and maintain a contract, with copies to Landlord, in customary form and substance, for and with a contractor specializing and experienced in the inspection, maintenance and service of the HVAC (as that term is defined in Section 4.1) system for the Premises. However, Landlord reserves the right, upon on notice to Tenant, to procure and maintain the contract for the HVAC systems, and if Landlord so elects, Tenant shall reimburse Landlord, on demand, for the cost thereof as Additional Rent. 7.4 Landlord Remedy. In addition to other rights and remedies available to Landlord under this Lease, if Tenant fails to perform Tenant's obligations under this Article 7, Landlord may enter on the Premises after 10 days' prior written notice to Tenant (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Tenant's behalf, and put the Premises in good order, condition and repair, at Tenant's expense and Tenant shall reimburse Landlord, on demand, for the cost thereof as Additional Rent. 8. Security. 8.1 Security Deposit. At the time of Tenant's execution of this Lease, Tenant shall deliver the sum of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) (the "Security Deposit") to Landlord as security for the full, faithful and timely performance of each and every provision of this Lease to be performed by Tenant. (a) If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, Landlord may, in Landlord's discretion, use, apply or retain all or any part of the Security Deposit for the payment of any Rent, or any other sum in default, or for the payment of any other

11 amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default, including, without limitation, prospective damages and damages recoverable pursuant to California Civil Code Section 1951.2. If any portion of the Security Deposit is so used, applied, or retained, Tenant shall within 10 days after written demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. (b) If Tenant has fully and faithfully performed and observed all of Tenant's obligations under this Lease, any remaining balance of the Security Deposit (over any amount retained for application by Landlord as provided herein) shall be paid to Tenant no later than ninety (90) days after the last to occur of: (i) the Expiration Date; (ii) full vacation and surrender of the Premises by Tenant to Landlord in accordance with this Lease; or (iii) the date, as reasonably determined by Landlord, that all Additional Rent and Percentage Rent pursuant to this Lease has been computed by Landlord and paid by Tenant. In no event shall any payment of Security Deposit balance be construed as an admission by Landlord that Tenant has performed all of its obligations under this Lease. (c) Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. The Security Deposit shall not be deemed a limitation on Landlord's damages or a payment of liquidated damages or a payment of the Rent due for the last month of the Term. (d) Landlord may deliver or otherwise credit the Security Deposit to the purchaser of the Premises if the Premises are sold, and after such time, Landlord will have no further liability to Tenant with respect to the Security Deposit. (e) Tenant waives the provisions of California Civil Code Section 1950.7, or any similar or successor laws now or hereinafter in effect that may restrict Landlord's use or application of the Security Deposit or provide specific time periods for return of the Security Deposit. Landlord's return of the Security Deposit or any part thereof shall not be construed as an admission that Tenant has performed all of its obligations under this Lease. No trust relationship is created herein between Landlord and Tenant with respect to the Security Deposit. 9. Laws. 9.1 Tenant's Compliance. Tenant shall, at Tenant's expense, comply with all Laws (as that term is defined in Section 4.1), including, without limitation, California Civil Code Sections 51 through 53, relating to: (a) Tenant's occupancy of the Premises; (b) Tenant's Work; (c) Tenant's property; or (d) the Premises. If, however, compliance requires structural work to the Premises, Tenant shall be required to effect such compliance, at Tenant's expense, only if the obligation to comply arises from Tenant's Work, Tenant's Property, Tenant's manner of using the Premises, or any acts or negligence of Tenant, its employees, contractors, agents, or invitees.

12 9.2 Tenant's Permits. Tenant shall, at its own cost and expense, secure and maintain throughout the Term, all necessary licenses and permits from such Authorities as shall be necessary for, or incidental to, the conduct of its business in the Premises and shall comply with all Laws relating to the operation of its business. Landlord does not covenant, warrant or make any representation that any particular license or permit that may be required in connection with the operation of Tenant's business will be granted, or if granted, will be continued in effect or renewed, and any failure to obtain, maintain, or renew such license or permit, or its revocation after issuance, shall not affect Tenant's obligations under this Lease. 9.3 Accessibility. Without limiting the generality of Sections 9.1 and 9.2: (a) Landlord hereby advises Tenant that the Premises have undergone inspection by a Certified Access Specialist (CASp). The CASp has determined that the Premises meet all applicable construction-related accessibility standards pursuant to California Civil Code Section 55.53. The foregoing verification is included in this Lease solely for the purpose of complying with California Civil Code Section 1938 and shall not in any manner affect Landlord's and Tenant's respective responsibilities for compliance with construction-related accessibility standards as provided under this Lease. (b) Landlord agrees to use reasonable efforts to notify Tenant if Landlord makes any alterations to the Shopping Center that might impact accessibility to the Premises or the Shopping Center under any federal or state disability access laws, and Tenant agrees to use reasonable efforts to notify Landlord if Tenant makes any alterations to the Premises that might impact accessibility to the Premises or the Shopping Center under any federal or state disability access laws. Tenant acknowledges that: (i) Tenant will be responsible for any accommodations or alterations to the Premises required by Law during the Term to accommodate disabled employees and customers of Tenant, including, without limitation, the requirements under the Disabilities Laws; and (ii) Landlord will be responsible for any accommodations or alterations to the Common Areas required by the Disabilities Laws during the Term, any costs of which will be included in Operating Expenses. Landlord and Tenant hereby acknowledge that, prior to the execution of this Lease, Landlord and Tenant executed a Disability Access Obligations Notice pursuant to San Francisco Administrative Code Chapter 38, the form of which is attached hereto as Exhibit H. Landlord and Tenant shall each, within three (3) business days following a request from the other Party, execute a new Disability Access Obligations Notice in accordance with San Francisco Administrative Code Chapter 38 or any successor statute. In addition, Tenant acknowledges receipt from Landlord of an Access Information Notice as required by San Francisco Administrative Code Chapter 38. Tenant acknowledges that such notices comply with the requirements of San Francisco Administrative Code Chapter 38. 10. Hazardous Substances. 10.1 Tenant Restrictions. Tenant shall not, and shall not permit any of its subtenants, employees, contractors, agents, or invitees, to introduce into the Premises or the

13 Shopping Center, use in the Premises or the Shopping Center or cause to be released from the Premises or the Shopping Center any Hazardous Substances. Notwithstanding the preceding sentence, Tenant may use cleaning and office products in accordance with their customary use, provided that Tenant complies with all applicable Laws in connection therewith, and further provided that in no event may Tenant release or discharge such cleaning and/or office products into the plumbing, drainage or sewer system in excessive amounts. If Tenant breaches its obligations hereunder, Tenant, at Tenant's expense, shall immediately take all remedial action necessary to clean up any release, spill or discharge of Hazardous Substances. "Hazardous Substances" mean any flammable or otherwise hazardous material, any explosive and/or radioactive material, hazardous waste, hazardous or toxic substance or related material, asbestos and any material containing asbestos, petroleum and any petroleum derivative, pollutants, contaminants and any other substance or material which is defined as, determined to be, or identified as, a hazardous or toxic material or substance under any applicable Laws. 10.2 Disposal. If Tenant shall be obligated to remediate any Hazardous Substances, it shall remove and dispose of any such Hazardous Substances in compliance with all applicable Laws. Tenant's remediation plan shall be subject to Landlord's approval and Tenant shall keep Landlord fully apprised of the progress of Tenant's remediation efforts. 10.3 Indemnity. Tenant shall indemnify, defend and hold harmless Landlord, its managing agent, its Superior Landlord (as defined in Section 19.1), if any, its Mortgagee (as defined in Section 19.1), if any, and their respective members, shareholders, partners, directors, managers, officers, employees, and agents, from and against all liabilities, damages, losses, fines, costs and expenses (including reasonable attorney's fees and disbursements) resulting or arising from, or incurred in connection with any violation by Tenant of its obligations with respect to Hazardous Substances under this Lease or otherwise under any applicable Laws. 11. Insurance. 11.1 Tenant's Insurance. Tenant shall, at Tenant's expense, maintain at all times during the Term and at all times when Tenant is in possession of the Premises the following: (a) commercial general liability insurance (or successor form of insurance designated by Landlord) in respect of the Premises, on an occurrence basis, with a combined single limit (annually and per occurrence and location) of at least One Million and No/100 Dollars ($1,000,000.00) naming as additional insureds Landlord and any other person designated by Landlord. Tenant's liability insurance policy shall include contractual liability, fire and legal liability coverage. Landlord shall have the right at any time and from time to time, to require Tenant to increase the amount of the commercial general liability insurance required to be maintained by Tenant under this Lease provided the amount shall not exceed the amount then generally required of tenants entering into leases for similar permitted uses in similar buildings in the general vicinity of the Shopping Center;

14 (b) property insurance in an amount equal to one hundred (100%) percent of full replacement value, with a deductible not exceeding Five Thousand and No/100 Dollars ($5,000.00) covering Tenant's Work (including improvements and betterments, whether or not the improvements and betterments are restored), Tenant's property and the property of third parties located in the Premises, against fire and other risks, including business interruption insurance covering a period of twelve (12) months; (c) workers' compensation and employer's liability insurance providing statutory benefits for Tenant's employees at the Premises; (d) plate glass insurance in an amount equal to the full replacement cost of all plate glass in the Premises, with a deductible not exceeding Two Hundred and Fifty and No/100 Dollars ($250.00); Landlord hereby agrees that tenant may self-insure for such risk; and (e) such other insurance as Landlord may reasonably require. 11.2 Certificates. Tenant shall deliver to Landlord and each additional insured certificates in form reasonably acceptable to Landlord evidencing the insurance required by this Lease to be maintained by Tenant before the Commencement Date (and with respect to any insurance required under Section 4, before the commencement of any Tenant's Work), and at least Ten (10) days before the expiration of any such insurance, and on request, a copy of each insurance policy. All required insurance shall be primary and non-contributory (as shown on endorsement), issued by companies satisfactory to Landlord and contain a provision whereby it cannot be canceled unless Landlord and any additional insureds are given at least Ten (10) days' prior written notice of the cancellation. Tenant may carry any required insurance under a blanket policy if that policy complies with the requirements of this Lease and provides that Tenant's insurance for the Premises is on a "per location basis." 11.3 Premium Increases. Tenant shall not do or permit to be done any act which shall invalidate or be in conflict with Landlord's insurance policies, or increase the rates of insurance applicable to the Shopping Center. If, as the result of a Default, Tenant's occupancy of the Premises (whether or not such occupancy is a Permitted Use), and/or specific hazards attributable to Tenant's occupancy, the insurance rates for the Shopping Center increase, Tenant shall reimburse Landlord for one hundred (100%) percent of such increase in premium(s), within Ten (10) days after Tenant is billed therefor. 11.4 Release. Provided its right of full recovery under its insurance policy is not adversely affected, Landlord and Tenant each hereby releases the other (and the other's agents and employees) with respect to any claim (including a claim for negligence) it may have against the other for damage or loss covered by its property insurance (including business interruption and loss of rent). Landlord and Tenant shall, to the extent obtainable, each procure a clause in, or endorsement on, any property insurance carried by it, under which the insurance company waives its right of subrogation against the other party to this Lease and its agents and employees or consents to a waiver of the right of recovery against the other party to this Lease and its agents and employees. If an additional premium is

15 required for the waiver or consent, the other party shall be advised of that amount and may, but is not obligated to, pay the same. If that party elects not to pay the additional premium, the waiver or consent shall not be required in favor of that party. 11.5 Subtenants. Any subtenant or other occupant of the Premises shall be obligated to comply with the provisions of this Article. 12. Casualty. 12.1 Loss by Casualty. If the Premises are damaged by fire or other casualty, Landlord shall give Tenant a certification made by a competent architect, in good standing, as to the number of days from the occurrence of such casualty within which the Premises, with the exercise of reasonable diligence, can be made fit for occupancy (the "Repair Period"), and the election, if any, which Landlord has made according to this Section. Such notice will be given before the 60th day after such casualty, and the date of such notice shall be referred to herein as the "Notice Date." If there is damage to the Premises as described in this Section 12, and if the Lease is not terminated as provided in this Section, then this Lease shall remain in full force and effect, and the parties waive any provisions of any law to the contrary. 12.2 Minor Casualty. If the Premises are damaged by fire or other insured casualty to the extent that the Repair Period does not exceed Thirty (30) days, Landlord will diligently pursue the repair of damage to the Premises (excluding the Tenant's Work). In that event, this Lease shall continue in full force and effect, except that Fixed Rent shall be abated on a pro rata basis based on the portion of the Premises that Tenant cannot use during the Repair Period. 12.3 Major Casualty; End of Term. If: (a) the Premises are damaged by fire or other insured casualty to the extent that the Repair Period exceeds Thirty (30) days; or (b) the Premises are damaged to any extent by any casualty and, on the Notice Date, the remainder of the Term is less than Eighteen (18) months (and Tenant fails to exercise, within Ten (10) days following the Notice Date, any remaining option to extend the Term), then Landlord may, at Landlord's option, diligently pursue the repair of damage to the Premises (excluding the Tenant's Work). If Landlord elects to repair such damage during the Repair Period, Fixed Rent will be abated on a pro rata basis during the Repair Period, based on the portion of the Premises Tenant cannot use during the Repair Period. If Landlord elects not to repair such damage during the Repair Period, this Lease shall terminate effective on the date of termination set forth in the notice, and Fixed Rent shall be abated on a pro rata basis based on the portion of the Premises Tenant cannot use during the period from the date of the casualty to the date of termination of the Lease. 12.4 Limitation. Notwithstanding any other provision of this Lease, if the proceeds of Landlord's insurance are insufficient to pay for the repair of any damage to the Premises, or if the casualty is of such a nature so as to not be insured under Landlord's insurance, then Landlord will have the option to repair such damage or cancel this Lease as of the date of such casualty by written notice to Tenant. If a fire or other casualty is the result of the willful misconduct or negligence or failure to act of Tenant, its agents, contractors, employees or

16 invitees, there will be no abatement of Fixed Rent as otherwise provided for in this Section 12. Notwithstanding any provision of this Lease to the contrary, Landlord shall not be liable to Tenant for any damage or losses to the Tenant that are occasioned by the damage to or destruction of the Premises or by the repair or restoration of the Premises. 12.5 Tenant's Repair. If Landlord is obligated or elects to repair any damage to the Premises, Tenant shall promptly replace or fully repair all inventory, goods, exterior signs, trade fixtures, equipment, display cases and Tenant's Work. Tenant shall continue the operation of its business in the Premises during the Repair Period to the extent reasonably practical from the standpoint of good business. 12.6 Waiver of Statutory Termination Rights. The provisions of this Lease, including this Section 12, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Shopping Center. Any Laws or common law with respect to any rights or obligations concerning damage or destruction, including, without limitation, California Civil Code Sections 1932(2), 1933(4), 1941 and 1942, now or hereafter in effect shall have no application to this Lease or any damage to or destruction of all or any part of the Premises or the Shopping Center, and are hereby waived. 13. Condemnation. 13.1 Termination. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning Authority takes title or possession, whichever first occurs. Landlord may terminate this Lease as to the portion of the Premises not taken if Landlord determines, in its discretion, that the taking renders operation of the Premises uneconomical. If more than Twenty-Five percent (25%) of any portion of the Shopping Center occupied by a building, or more than Twenty-Five percent (25%) of the land area portion of the Shopping Center not occupied by a building, is taken by Condemnation, Tenant may, at Tenant's option, to be exercised in writing within Thirty (30) days after the condemning Authority shall have taken possession, terminate this Lease as of the date the condemning Authority takes such possession. 13.2 Rent Abatement. If neither Landlord nor Tenant terminates this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Fixed Rent shall be reduced in proportion to the reduction in area of the Premises caused by such Condemnation. 13.3 Awards. Condemnation awards and/or payments shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award that may be made in any taking, together with any and all rights of Tenant now or hereafter arising in or to such award or any part thereof; provided, however, that so long as no diminution of Landlord's award results therefrom, Tenant shall have the right to separately

17 pursue against the condemning Authority, and shall not be required to assign any part thereof to Landlord, a separate award for Tenant's relocation expenses, the taking of personal property and trade fixtures belonging to Tenant, the value of improvements to the Premises made and paid for by Tenant, or the interruption of or damage to Tenant's business at the Premises. 13.4 Waiver of Statutory Termination Right. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure or any other Law or common law with respect to termination rights upon Condemnation of all or any part of the Premises or the Shopping Center. 14. Assignment and Subleasing. Tenant shall not assign, mortgage or otherwise transfer or encumber (collectively, "Assign") all or any part of Tenant's interest in this Lease or in the Premises or sublease all or any part of the Premises or otherwise permit all or any part of the Premises to be occupied by any other Person, without Landlord's prior written consent which consent shall not be unreasonably withheld or delayed. It shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease if the proposed assignee or sublessee does not have: (a) a net worth equal to or greater than the net worth of Tenant as of the date of this Lease (Tenant must provide Landlord with evidence of such net worth simultaneously with its request regarding such proposed assignment or sublease); or (b) at least Three (3) years of retailing experience (Tenant must provide Landlord with evidence of such experience simultaneously with its request regarding such proposed assignment or sublease). Any Assignment or subleasing shall not release Tenant from its obligations hereunder. Tenant shall promptly pay to Landlord (50%) of the excess payable by such assignee or sublessee over and above the Rent due and payable under this Lease in connection with any Assignment or sublease. Notwithstanding anything herein to the contrary, in lieu of consenting to any proposed assignment or subleasing, Landlord may, by written notice to Tenant, elect to terminate this Lease and recapture the Premises as of a date specified in said written notice (the "Recapture Date"), and enter into a direct lease with the proposed assignee or sublessee, in which event this Lease and the Term shall come to an end on the Recapture Date with the same force and effect as if the Term were, by the terms hereof, fixed to expire on such date. If Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Section 14 or otherwise has breached or acted unreasonably under this Section 14, Tenant's sole remedy shall be declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right provided under Section 1995.310 of the California Civil Code or any other Laws to terminate this Lease. 15. Default. 15.1 Tenant Defaults. Each of the following is a material default (a "Default") by Tenant under this Lease: (a) Tenant fails to pay when due any Rent and the failure continues for Five (5) days following Landlord's notice (which notice shall also be considered any demand required by any Laws). If, however, Landlord gives such a notice of failure to pay Rent 2 times in any twelve (12) month period, any additional failure to pay any

18 Rent when due within that twelve (12) month period shall be considered a Default, without the requirement of any notice by Landlord. (b) Tenant fails to comply with Section 3.2 in connection with reporting of gross sales. (c) Tenant fails to comply with any other term of this Lease and the failure continues for Thirty (30) days following Landlord's notice. If, however, compliance cannot, with diligence, reasonably be fully accomplished within that Thirty (30) day period, Tenant shall have an additional period not to exceed Thirty (30) days to fully comply, provided Tenant notifies Landlord of its intention to comply (and specifying in reasonable detail the steps to be taken) and commences compliance within that Thirty (30) day period and thereafter pursues compliance to completion with diligence and provides Landlord with status updates on the progress at least every Thirty (30) days. (d) A third party institutes against Tenant or Guarantor, if any, any legal action seeking any relief from its debts under any applicable bankruptcy or insolvency Laws which is not dismissed within Sixty (60) days, or Tenant or Guarantor, if any, institutes any legal action seeking such relief, and/or a receiver, trustee, custodian or other similar official is appointed for Tenant or Guarantor, if any, or for all or a substantial portion of its assets, or Tenant or Guarantor, if any, commits any other act indicating insolvency such as making an assignment for the benefit of its creditors. (e) Tenant fails to open for business and to continuously operate its business within the Premises, or vacates or abandons the Premises before the Expiration Date. (f) 15.2 Notice of Default. Tenant acknowledges and agrees that, notwithstanding any other provision of this Lease: (a) Tenant shall be in default for purposes of Section 1161 of the California Code of Civil Procedure immediately upon occurrence of a Default; (b) any notices required to be given by Landlord under this Section 15 shall, in each case, be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any similar or successor Law, and shall be deemed to satisfy the requirement, if any, that notice be given pursuant to such Laws and Landlord shall not be required to give any additional notice to commence an unlawful detainer proceeding; and (c) service of a notice in the manner required by Section 22 of this Lease shall satisfy any statutory service-of-notice procedures, including those required by Section 1162 of the California Code of Civil Procedure or any similar or successor Law. 16. Landlord's Remedies. Upon the occurrence of any Default, Landlord shall cumulatively have: (a) all rights and remedies available to a landlord at law or in equity upon the default of a tenant; and (b) the right, at Landlord's election, then or at any time thereafter, to exercise any one or more of the following remedies to the fullest extent allowed by applicable Law:

19 16.1 Landlord Cure Right. Landlord may, without releasing Tenant from any obligations under this Lease, make any payment or take any action as Landlord may deem necessary or desirable to cure any such Default in such manner and to such extent as Landlord may deem necessary or desirable, and Landlord may do so without demand on, or written notice to, Tenant and without giving Tenant an opportunity to cure such Default. Tenant covenants and agrees to pay to Landlord, within Three (3) days after demand, all advances, costs and expenses of Landlord in connection with the making of any such payment or the taking of any such action, including reasonable attorney's fees, together with interest at the rate described in Section 3.6, from the date of payment of any such advances, costs and expenses by Landlord. 16.2 Termination. Landlord may terminate this Lease and Tenant's right to possession of the Premises and recover all of the following: (a) The worth at the time of award of all unpaid Rent which had been earned at the time of termination; (b) The worth at the time of award of the amount by which all unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; (c) The worth at the time of award of the amount by which all unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and (d) All other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform all of Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in paragraphs (a) and (b) above shall be computed by allowing interest at the Default Rate. The "worth at the time of award" of the amount referred to in paragraph (c) 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 one percent (1%). For purposes of computing the amount of Rent hereunder that would have accrued after the time of award, the amount of increases in Operating Expenses and Property Taxes shall be projected based upon the average rate of increase, if any, in such items from the Lease Commencement Date through the time of award. In computing the unpaid Rent under this Section, the unpaid Percentage Rent for any period after termination of Tenant's right to possession of the Premises shall be an amount per year equal to one-third of the total Percentage Rent payable by Tenant for the last three (3) Lease Years immediately preceding such termination, or if less than three (3) Lease Years shall have elapsed, such value shall be an amount per year equal to the average yearly percentage rent paid by Tenant.

20 16.3 Repossesion. Landlord may reenter and take possession of the Premises or any part thereof, without demand or Notice, and repossess the same and expel Tenant and any party claiming by, under or through Tenant, and remove the effects of both, by unlawful detainer or other summary proceedings, or as otherwise permitted by Law. Landlord shall have the right to have a receiver appointed for Tenant, upon application by Landlord, to take possession of the Premises, to apply any rental collected from the Premises and to exercise all other rights and remedies granted to Landlord pursuant to this Lease. No notice or other act by Landlord shall be construed as an election by Landlord to terminate this Lease unless a written notice of such intention is given to Tenant. No notice from Landlord hereunder or under an unlawful detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. 16.4 Continuation. Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations). Without limiting the generality of the foregoing, Landlord shall have the right to continue this Lease in effect after Tenant's abandonment of the Premises or Default hereunder and enforce all of Landlord's rights and remedies under this Lease, including the right to recover all Rent as it becomes due hereunder. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiv