StudyDaddy Article Writing Business Law class:“An understanding of the nature of property is imperative, because at the heart of many transactions is the acquisition, rights to possession of use, or sale of personal or real pro

Business Law class:“An understanding of the nature of property is imperative, because at the heart of many transactions is the acquisition, rights to possession of use, or sale of personal or real pro

RETAIL LEASE 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 know n 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 th e 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 Landlor d, 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 Ten ant 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 an y 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 " Tena nt'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 t he 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, u pon payment b y 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 Comme ncement 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 br oom -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 Comm encement 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 plac e 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 Gro ss 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 cha rges 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 inabilit y 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 su btenant, 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 installmen t 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 Land lord 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 r efund 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 f or 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 w ill 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 T enant 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 th e 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 he rein, 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 ta xes 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 co llectively 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, du e 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 Prop erty 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 inclu ded 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 he rein, 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 p ayment 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 give n 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 provid e 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 Commenc ement 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 expe nses 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 eq uipment 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 equa l 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 defi ciency. 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 Landl ord 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 wi th 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 installmen t 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 withi n 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 reason able 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 improvemen ts 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 applicabl e 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 . Tena nt 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 certificat es 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 applicabl e 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 wit h 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 . Ten ant 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, an d 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 limitat ion, 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 bu siness, 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, Ten ant 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 dil igently 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, n eat 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 su ffer 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 b y 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 (coll ectively, 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 Shop ping 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 aforesa id, 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 evictio n. 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 r epair 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 re pair 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; pr ovided, 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 abateme nt 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 -con ditioning, 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, driv eways, 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 ob ligations 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 a ppearance 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 re imburse 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 n ot 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 amo unt 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 th e 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 reasona bly 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 dee med 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 restri ct 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, o r 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 Premis es 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 Cent er 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 inclu ded 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 Ac cess 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 Chapte r 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, agen ts, 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 prod ucts 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 an d 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 t he 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 Sectio n 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 Ten ant'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 Lan dlord) 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 design ated 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 genera l 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 th e 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) wo rkers' 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 exce eding 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 ins ured 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 can cellation. 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 d o 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 an y 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 othe r 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 addition al 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 diligen ce, 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 thi s 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) d ays, 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 t he 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 Landlor d 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, ba sed 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 sh all 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 thi s 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 o f 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 p romptly 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 practica l 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 destructio n, 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 operatio n 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 Abate ment . 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 redu ction 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 take n, 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 a ward 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 Lan dlord, 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 th e 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 La ndlord 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 wi th 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 t he 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 decl aratory 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 t erminate 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 notic e 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 shal l 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 th ereafter 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 appo inted 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 b usiness 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 s hall 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 La ndlord 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 t o 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 a ttorney'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 in terest 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 perce nt (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 it ems 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 t o 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 year ly 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 oth er 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 exerci se 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 fr om 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 Civi l 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 fo regoing, 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 become s due hereunder. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not constitute a termination of Tenant's right to possession of t he Premises. 16.5 Tenant Waiver of Forfeiture . Tenant hereby waives Section 1179 of the California Code of Civil Procedure, Section 3275 of the California Civil Code, and all similar Laws now or hereafter enacted which would entitle Tenant to seek relief agains t forfeiture in connection with any termination of this Lease. 16.6 Counterclaims . If Landlord commences summary proceedings in the nature of a forcible entry and detainer or unlawful detainer for non -payment Rent or for Tenant's failure to perform its other ob ligations hereunder, Tenant covenants that it shall not file a counterclaim against Landlord in the summary proceedings, nor shall Tenant consolidate claims against Landlord in said proceedings; however, Tenant does not waive its right hereunder to bring a ny later action against Landlord for damages. If Tenant should contest such summary proceedings, it shall post a bond in favor of Landlord for the amount of Rent due and for future damages upon termination of this Lease. 16.7 Cumulative Remedies . No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 16.8 Exhaustion of Remedies . Upon any Default, Landlord may proceed directly against Tenant or any other party guaranteeing or responsible for the performance or Tenant's obligations under this Lease, including any assignee or subtenant, without first exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlor d. 21 16.9 Attorney's Fees . If either Party brings an action or proceeding involving the Premises to enforce the Terms hereof or to declare rights hereunder, then the Prevailing Party (as hereafter defined) shall be entitled to reasonable attorney's fees in any su ch proceeding, action, or appeal thereon. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, " Prevailing Party " shall include, without limitation , a Party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party of its claim or defense. The attorney's fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorney's fees reasonably incurred. In addition, Landlord shall be entitled to attorney's fees, costs and expenses incurred in the preparation and service of notices of default and c onsultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such default. 16.10 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN THE EVENT OF ANY PROCEEDINGS. 17. Access . Landlord and Landlord's employees, agents, contractors and other authorized representatives shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times upon not l ess than 2 days' prior notice for the purpose of showing the same to prospective purchasers, lenders or tenants, or making such alterations, repairs, improvements or additions to the Premises as Landlord may deem necessary, or performing any obligation of Landlord under this Lease. All such activities shall be without abatement of Rent. Landlord shall not place a "For Sale" or "For Lease" sign on the Premises, if Tenant is conducting business on the Premises and not in Default under the Lease. For purposes of this Section 17 , Tenant shall be deemed to be conducting business on the Premises during times of remodeling or other periods of less than Five (5) days during which the Premises is not open for business to the public. Landlord may at any time place on the Premises any ordinary "For Sale" signs and Landlord may during the last 6 months of the Term hereof place on the Premises (but not in any show windows) any ordinary "For Lease" signs. 18. Brokers . Tenant and Landlord each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder other than FREMONT SUPERSTAR SERVICES ALLIANCE (the " Broker ") in connection with this Lease that is enti tled to any commission or finder's fee in connection herewith. Tenant and Landlord do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unname d broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, and attorneys' fees reasonably incurred with respect thereto. This Section shall survive the expiration or sooner termina tion of this Lease. 19. Subordination . 19.1 Tenant Subordination. This Lease, and the rights of Tenant under this Lease, are subject and subordinate in all respects to all present and future underlying leases of the Shopping Center, including all modifications, e xtensions and replacements thereof 22 ("Superior Leases ") and all present and future mortgages or deeds of trust on any Superior Lease or on the Shopping Center including all increases, renewals, modifications, extensions, supplements, consolidations and repl acements thereof (" Mortgages "), and all advances under any Mortgage. This Section is self -operative and no further instrument of subordination is required. Tenant shall, within Fifteen (15) days following receipt of Landlord's request, sign, acknowledge an d deliver any instrument that Landlord, any landlord under a Superior Lease (" Superior Landlord ") or any mortgagee or beneficiary under a Mortgage (" Mortgagee ") may request to evidence such subordination. 19.2 Tenant Attornment . If any Mortgagee or any Superio r Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of foreclosure succeeds to the rights of Landlord under this Lease, then upon their request, Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser as Tenant's landlord under this Lease. Tenant shall, within Ten (10) days following request by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and deliver any instrument that such Mortgagee, Sup erior Landlord, successor, assignee, or purchaser requests to evidence the attornment. If any Mortgagee or Superior Landlord requires any modifications of this Lease, then, provided such modifications do not materially adversely affect Tenant, Tenant shall , within Ten (10) days following Tenant's receipt of a request, sign, acknowledge and deliver to Landlord a lease amendment prepared by Landlord that shall make the required modifications. 19.3 Permitted Exceptions . This Lease and all of Tenant's rights hereun der are subject to all the matters, restrictions and encumbrances of record (whether now existing or hereafter arising), and all restrictions in this Lease (collectively, the " Permitted Exceptions "). Landlord reserves to itself the right, from time to time , to grant, without the consent or joinder of Tenant, such easements, rights and dedications as Landlord deems necessary, and to cause the recordation of parcel maps and restrictions. When granted or recorded, such easements, rights, dedications, maps and restrictions will be additional Permitted Exceptions. Tenant agrees to sign any documents reasonably requested by Landlord to effectuate any such easements, rights, dedications, maps or restrictions. Tenant shall have no right to seek damages or to cancel or terminate this Lease, and the rights and obligations of Landlord and Tenant hereunder otherwise shall not be affected, because of any rights, changes or other matters allowed or set forth in the Permitted Exceptions. 20. Estoppel Certificates. Tenant shall, at any time and from time to time, within Ten (10) days following its receipt of a request from Landlord, sign, acknowledge and deliver to Landlord or any other person designated by Landlord a certification: (a) that this Lease is in full force and effect and has not been modified (or, if modified, setting forth all modifications); (b) stating the date to which the Rent has been paid; (c) stating whether or not, to its actual knowledge, Landlord is in default of its obligations under this Lease and if so, describing the default, including any event that has occurred which, with the serving of notice or the passage of time, or both, would give rise to a default; and (d) stating to its actual knowledge, any other factual matters reasonably requested. Any cert ification delivered under this Section may be relied on by the third party for whom the certification is requested but shall not, as between Landlord and Tenant, affect their respective rights. 23 21. End of Term . 21.1 Condition of Premises . Upon the expiration or so oner termination of this Lease, Tenant shall restore the Premises to their original condition as of the Commencement Date of this Lease, reasonable wear and tear excepted. Reasonable wear and tear shall not include any damage or deterioration that would ha ve been prevented by good maintenance practice or by Tenant performing all of its obligations under this Lease. All damage caused by Tenant shall be repaired and the Premises restored such that on or before the last day of the Lease, the Premises shall be delivered up broom swept free of Tenant's product, furniture and equipment in good and rentable condition with all restoration work completed, and any excess materials and construction equipment used in the restoration process removed from the Premises. Te nant's obligation hereunder shall survive the expiration or sooner termination of the Lease. 21.2 Holdover . If the Premises are not vacated and surrendered in accordance with this Lease (whether by Tenant or any other occupant), on the date required by this Lea se, Tenant shall indemnify and hold harmless Landlord against all losses, costs, liabilities, claims, damages and expenses incurred by Landlord in connection therewith, including reasonable attorney's fees and disbursements whether in an action by or again st Tenant or a third party, and including claims and liabilities of Landlord made by any succeeding tenant(s) or other third party. No holding over by Tenant after the Term shall operate to extend the Term; provided, however, that at Landlord's written opt ion, such holding over shall be construed as a tenancy at sufferance, or from month to month, and otherwise on the same terms and conditions in this Lease. In all events, Tenant shall be liable to Landlord until the Premises are duly vacated and surrendere d in accordance with this Lease for a holdover charge at a rate equal to Three percent (3%) of the Fixed Rent, Percentage Rent, and Additional Rent payable under this Lease for the last year of the Term (which Landlord and Tenant agree is a fair and reason able sum under such circumstances and is not a penalty). In no event shall this Section be construed as permitting Tenant (or any other occupant) to remain in possession of the Premises after the Expiration Date without Landlord's written consent in its so le discretion. 22. Notices . All notices required or permitted by this Lease shall be in writing, may be delivered by registered mail, and shall be deemed sufficiently given if served in a manner specified in this Section. 22.1 Notices to Landlord shall be sent to: Ohlone Landlord Properties 888 Ohlone Boulevard, Suite 100 Fremont, California 94539 22.2 Notices to Tenant shall be sent to: Fashion Forward Ohlone LLC 24 888 Ohlone Boulevard, Suite 888 Fremont, California 94539 Attn: “OHLONE ALUMNI ENTREPRENEUR” , CEO 22.3 Change of Address. Either Party may by written notice to the other specify a different address for notice, except that upon Tenant's taking possession of the Premises, the Premises shall constitute Tenant's address for notice. A copy of all notices to Land lord shall be concurrently transmitted to such party or parties at such addresses as Landlord may from time to time hereafter designate in writing. 22.4 Date Given. Any notice sent by registered or certified mail, return receipt requested, shall be deemed give n on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If notice is received on a non -business day, it shall be deemed received on the next business day. 23. No Waiver . No waiver by Landlord of the violation of any term, covenant or condition hereof by Tenant, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent violation by Tenant of the same or of any other term, covenant or condition hereof. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act by Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of this Le ase requiring such consent. The acceptance of Rent by Landlord shall not be a waiver of any such violation or any Default by Tenant. Any payment by Tenant may be accepted by Landlord on account of moneys or damages due Landlord, notwithstanding any qualify ing statements or conditions made by Tenant in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time of deposit of such payment. No payment by Tenant, nor receipt by Landlord, of a lesser amount than the Rent herein stipulated shall be deemed to be other than on an account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying a ny check or payment as Rent be deemed an accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy available to Landlord. 24. Force Majeure . Whenever a period of time is provided in this Lease for either party to do or perform any act or thing, except for the payment of monies by Tenant, the computation of such period of time shall exclude any delays due to strikes, riots, acts of God, shortage s of labor or any cause or causes, whether or not similar to those enumerated, beyond the parties' reasonable control or the reasonable control of their agents, servants, employees and any contractor engaged by them to perform work in connection with this Lease. 25. Tenant Indemnity . To the fullest extent permitted by applicable law, Tenant shall indemnify, protect, defend and hold harmless the Premises, Landlord and its members, managers, employees, agents, contractors, partners and lenders (collectively, including Landlord, the " Landlord Parties ") from and against any and all claims, actions, demands, suits, proceedings, orders, losses (including loss of rents), damages, liens, judgments, penalties, 25 attorney's and consultant's fees, expenses and/or liabilities (collectively, " Claims ") arising out of, involving, or in connection with: (a) the use and/or occupancy of the Premises by Tenant; (b) the conduct of Tenant's business on the Premises; (c) any act, omission, fault or neglect on or about the Premises of Tenant, its agents, employees, contractors, subtenants, licensees, visitors, or invitees; or (d) any violation of any terms hereof by Tenant. If any action or proceeding is brought against Landlord by reason of any of the foregoing matters , Tenant shall upon notice defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall reasonably cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be defended or i ndemnified. This Section shall survive the expiration or sooner termination of this Lease. 26. Landlord Exculpation. 26.1 Waiver of Liability . No Landlord Party shall be liable for, and Tenant waives all claims against all Landlord Parties for, any damage to proper ty sustained by Tenant or its employees, agents or contractors, or any other person claiming through Tenant, resulting from any accident, casualty or other cause in or upon the Premises or the Shopping Center, except to the extent such damage is the result of Landlord's willful misconduct, including, but not limited to, claims for damage resulting from: (a) any equipment or appurtenances becoming out of repair; (b) Landlord's failure to keep the Shopping Center or the Premises in repair; (c) injury done or occasioned by wind, water, or other act of God; (d) any defect in, or failure of, plumbing, heating, or air -condition equipment, electric wiring, or installation thereof, gas, water and steam pipes, stair, porches, railings, or walks; (e) broken glass; (f) the backing -up of any sewer pipe or downspout; (g) the bursting, leaking, or running of any tank, tub, sink, sprinkler system, water closet, water pipe, drain, or any other pipe or tank in, upon, or about the Shopping Center or Premises; (h) the escape of steam or hot water; (i) water, snow, or ice being upon, or coming through the roof, skylights, doors, stairs, walks, or any other place upon, or near the Shopping Center or the Premises, or otherwise; (j) the falling of any fixtures, plaster, or stucco; ( k) fire or other casualty; (l) any act, omission, or negligence of other tenants, or of other persons or occupants of the Shopping Center, or of adjoining or contiguous buildings, or of adjacent or contiguous property. No Landlord Party shall be liable to Tenant for any damage by or from any act or negligence of any tenant or other occupant of the Shopping Center or the Premises, or by any owner or occupant of adjoining or contiguous property. No Landlord Party shall be liable for any injury or damage to pe rson or property resulting in whole or in part from the criminal activities of others. To the extent not covered by normal fire and extended coverage insurance, Tenant agrees to pay for all damage to the Shopping Center and the Premises caused by Tenant, o r any of its employees, agents or contractors. 26.2 Consequential Damages. Tenant hereby waives and releases the Landlord Parties from any consequential damages, compensation or claims for inconvenience or loss of business, rents or profits as a result of any i njury or damage, whether or not caused by the willful and wrongful act of any of the Landlord Parties. 26.3 Cap on Liability. Tenant agrees that any liability or obligation of Landlord in connection with this Lease shall only be enforced against Landlord's equi ty interest in the Shopping Center up to a maximum of Seventy -Five Thousand and No/100 Dollars 26 ($75,000.00) and in no event against any other assets of Landlord, or against any other Landlord Party or any of their assets, and Tenant shall not be entitled t o any judgment in excess of such amount under any circumstances. 27. Miscellaneous 27.1 No Oral Amendments . This Lease may not be changed or terminated, in whole or in part, except in a writing signed by Landlord and Tenant. 27.2 Execution . Notwithstanding any provisi on of this Lease, or any Laws, to the contrary, or the execution of this Lease by Tenant, this Lease shall not bind or benefit Landlord or Tenant, unless and until this Lease is signed and delivered by both Landlord and Tenant. 27.3 No Surrender . No act or omi ssion of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless i t is in a writing signed by Landlord. 27.4 Captions . The captions in this Lease are for reference only and do not define the scope of this Lease or the intent of any term. All Section references in this Lease shall, unless the context otherwise specifically re quires, be deemed references to the Sections of this Lease. 27.5 Severability . If any provision of this Lease, or the application thereof to any person or circumstance, is invalid or unenforceable, then in each such event the remainder of this Lease or the app lication of such provision to any other person or any other circumstance (other than those as to which it is invalid or unenforceable) shall not be affected, and each provision hereof shall remain valid and enforceable to the fullest extent permitted by al l applicable Laws. 27.6 No Presumption . There shall be no presumption against Landlord because Landlord drafted this Lease or for any other reason. 27.7 Joint and Several Liability . If Tenant is comprised of two or more persons, the liability of those persons unde r this Lease shall be joint and several. 27.8 Construction . Wherever appropriate in this Lease, words of any gender used in this Lease shall be construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the context otherwise requires. 27.9 Confidentiality . Each party agrees to keep the terms of this Lease confidential and shall not disclose same to any other person not a party hereto without the prior written consent of the other, provided that either party may d isclose the terms hereof to such accountants, attorneys, managing employees and others in privity with any such party to the extent reasonably necessary for either party's business purposes. 27 27.10 No Recording . Tenant shall not record this Lease or any memorandu m of this Lease. 27.11 Governing Law . This Lease shall be governed by, and construed in accordance with, the laws of the State of California. In witness whereof, Landlord and Tenant have executed this Lease as of the Effective Date. LANDLORD: OHLONE LANDLORD PROPERTIES, a California corporation By____________________________ Name: _________________________ Title: __________________________ TENANT: FASHION FORWARD OHLONE LLC, a California limited liability company By____________________________ Name: _________________________ Title: __________________________ 28 EXHIBIT A Legal description of Shopping Center [NOTE: These exhibits are not required for the assignment, so there is no content. But this is an example of how an Exhibit might be formatted in a real lease agreement. ] 29 EXHIBIT B Site Plan of the Shopping Center that shows the Premises 30 EXHIBIT C Description of Landlord 's Work 31 EXHIBIT D Description of Tenant's Work 32 EXHIBIT E List of Prohibited Uses 33 EXHIBIT F List of Exclusive Uses 34 EXHIBIT G Rules and Regulations for the Shopping Center 35 EXHIBIT H Disability Access Obligations Notice

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