FACILITY USE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND KEVIN T. MURPHY, Ml). (MINDSET) THIS AGREEMENT dated 2018, (?Effective Date?) is by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (?University?) and KEVIN T. MURPHY, M.D., A PROFESSIONAL CORPORATION, DBA MINDSET (?Licensee?). WHEREAS, University is the Sub-lessee of certain real property described as follows: Suite 100 and 102 in that certain building located and addressed at 16918 Dove Canyon Rd, San Diego, California, 92127 (the ?Master Sublease Premises?) a copy of the Master Sublease is attached hereto as Exhibit A and WHEREAS, Licensee seeks to enter and use the following described portion of University?s real property, Suite 102 consisting of approximately 3,281 rentable square feet as indicated on Exhibit attached hereto and incorporated herein (?Premises?), NOW, THEREFORE, University and Licensee hereby agree as follows: ARTICLE 1. - GRANT OF LICENSE Grant. University hereby grants to Licensee and to its agents, employees, guests and invitees an exclusive, revocable license to enter and use the Premises for the purposes, and at the times, set forth in Article 3, below. 1.2 Condition of Premises. Licensee accepts the Premises ?as is?. ARTICLE 2. - TERM The term of this Agreement shall be for the period from February 25, 2018 to May 31, 2021 ARTICLE 3. - USE OF PREMISES Licensee Use. The Licensee shall use the Premises as follows: medical office, general of?ce and research space for the operation of the Mindset program. 3.2 Time of Use. The Licensee?s use of the Premises shall be at the following times and days of the week: Monday through Sunday, 24 hours per day. ARTICLE 4. - CONSIDERATION As consideration for its use of the Premises, Licensee shall pay the University Base Rent per the schedule referenced below as well as Licensee?s pro-rata share of operating expenses for the Premises. In addition to the above consideration, Licensee shall pay the ?at DOCS sum of Two Thousand Seventy Dollars and Seventy-three cents per month for the use of the furniture and equipment listed in the attached Exhibit and referenced as Leased Furniture and Equipment. Premises Basic Rental jSuite 102! Base Sublease Period Rent Per RSF Base Rent 2?25! 18 - 7124718 $3.27 $10,728.87 7725718 - 7124le $3.37 $11,056.97 7125! 19 - 7724/20 $3.47 $11,385.07 7l25f20-5i?31f21 $3.57 $11,713.17 ARTICLE 5. Licensee shall indemnify, defend, and hold harmless University, its of?cers, agents and employees, from and against any claims, damages, costs, expenses, or liabilities (collectively ?Claims?) arising out of or in any way connected with this Agreement including, without limitation, Claims for loss or damage to any property, or for death or injury to any person or persons but only in proportion to and to the extent that such Claims arise from the negligent or wrongful acts or omissions of Licensee, its of?cers, agents, partners or employees. ARTICLE 6. - INSURANCE Licensee, at its sole cost and expense, shall insure its activities in connection with this Agreement and obtain, keep in force, and maintain insurance as follows: A. Commercial Form General Liability Insurance (contractual liability included) with minimum limits as follows: 1. Each Occurrence $1,000,000 2. Productsi?Completed Operations Aggregate $1,000,000 3. Personal and Advertising Injury $1,000,000 4. General Aggregate $5,000,000 If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the commencement of the Term of this Agreement. B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. C. Property, Fire and Extended Coverage Insurance in an amount equal to one hundred percent (100%) of the full replacement value of the building in which the Premises are located to conform with then current codes and the costs of demolition and debris removal, excluding land and the footings, foundations and installations below the basement level. - 2 DOCS D. Workers? Compensation as required by California law. The coverages required herein shall not limit the liability of Owner. The coverages referred to under A. and B. of this Section 6.1 shall include University as an additional insured. Such a provision shall apply only in proportion to and to the extent of the negligent acts or omissions of Licensee, its of?cers, agents, partners and employees. Licensee, upon the execution of this Agreement, shall furnish University with certi?cates of insurance evidencing compliance with all requirements. Certi?cates shall provide for thirty {30) days (ten [10] days for non-payment of premium) advance written notice to University of any material modi?cation, change or cancellation of the above insurance coverages. Licensee hereby waives any right of recovery against Licensor due to loss of or damage to the property of Licensee when such loss of or damage to property arises out of an act- of God or any of the property perils included in the classi?cation of ?re or extended perils (?all risk? as such term is used in the insurance industry) whether or not such perils have been insured, self-insured, or non-insured. ARTICLE 7. - COUNTERPARTS This Agreement may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same Agreement. In addition, properly executed, authorized signatures may be transmitted via facsimile or electronic mail and upon receipt shall constitute an original signature. IN WITNESS WHEREOF, the parties have executed this Facility Use Agreement as of the date ?rst written above. LICENSEE UNIVERSITY KEVIN T. MURPHY, MD. THE REGENTS OF THE A PROFESSIONAL CORPORATION UNIVERSITY OF CALIFORNIA DBA MINDSET Name: efi? W. Graham Name: Kevin T. Murphy, MD. Title: Executive Director. Real Estate Title: President . Date: E/l??r/yZ?/S la, (K Date: DOCS BEEN-00000182230402 EXHIBIT A Master Sublease (Attached on fellowng page) DOCS 2581?4-0-0000 I 822304112 TD THIS CONSEQT TO SUBLEASE AGREEMENT (this ?Agreemmf?l is made as of April 13 201?, by and among 48 MEDICAL OFFICE PLAZA, LR, a Califomia limited partnership (?Lessor?), ARCH HEALTH PARTNERS, ENG, a California corporation (?Sublessor?), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation C?Snblessee?). RECITALS A. Reference is hereby made to that certain Standard Industrial/Commercial Mold?Lessee Lease Net dated as of June 7, 201i and Addendum to Standard Industriali?CommerciaI Mold?Lessee Lease Net of coca date tltereud?t (collectively, ?Original Lease?}, as amended by that First Amendment to Standard Mold-Tenant Lease-- Net dated July 14, 2012 C?First Amendment? and as further amended by that Second Amendment to Standard IndustriaUCommercial Matti-Tenant lease Net dated Januaty25, 2013 (?Second Amendment?), between Sublessor and Lessor, for certain Premises located within the Project currently known as ?43 Ranch Medical (lilies Plaza", which Premises are more particularly described in the Lease. The Original Lease, First Amendment and Second Amendment are sometimes collectively referred to herein as the ?Lease?. 3. Pursuant to the icons of the Lease, Subtessor has requested Lessor?s consent to that certain Sublease, dated April 17, 291'? between Sublessor and Sublessee (the with respect to a subletting to Subleasee of the Premis. A copy of the Sublease is attached hereto as Exhibit A. Lessor is wilting to consent to the Sublease on the terms and conditions contained herein. C. At] de?ned terms not otherwise expressly de?ned herein shall have the respective meanings given in the Lease. AGREEMENT i. Lessor hereby consents to the Sublease; however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Lessor only upon the Icons and conditions set forth in this Agreement. The Sublease is subject and subordinate to the Lease. Lessor shall not be bound by any of the tenns, covenants, conditions, provisions or agreements of the Sublease whatsoever. 2. Non-Rel of Tra . Neither the Sublease nor this consent thereto Shall release or discharge Sublessor from any liability, whether past, present or future, under the Lease or alter the primary liability of the Suhlessor to pay the rent and perform and comply with all of the obligations of Sublessor to be performed under the Lease. Neither the nor this consent thereto shall be construed as a waiter of Lessor?s tight to consent to any further subletting either by Sublessor or by the Sublessee. 3. Relationship With Lessor. Subleasor hereby assigns and transfers to Lessor the interest in the Sublease and all rentals and income arising therefrom, subject to the terms of this Section 3. Lessor, by consenting to the Sublease, agrees that until a default shall occur in the performance of Sublessor?s obligations under the Lease, Sublsor may receive, collect and enjoy the rents seeming under the Sublease. In the event Suhlessor shall default in the perfonnancc of its obligations to Lessor under the Lease (whether or not Lessor terminates the Lease}. Lessor may, at its option by notice to Sublessor, either terminate the Sublease, [ii] elect to receive and collect, directly from Subleasee, all rent and any other stuns owing and to he owed under the Sublease, or elect to (?smitn?taneu'fe?nbhn DOCS l25874+0000illf3223?4?2 succeed to Sublessor's interest in the Sublease and cause Suhlsee to attorn to Lessor. In the event Lessor elects to cause Subleasee to attorn to Lessor pursuant to this Subsection Lessor shall not be liable for any prepayment of more than one month's rent or any security deposit paid by Sublessce. (ii) be liable for any previous act or omission of Snblessor under the Lease, be subject to any defenses or of?rets previously seemed which Subleasee may have against Suhlessor, or (iv) be bound by any changes orrnodi?cations made to the Sublease without the mitten consent of Lessor. 4. Gongs! 4.1 mm. Sublessor and represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subleasee to Sublessor with regard to the sublet Ptarniscs other than as disclosed in the 4.2 Lessmj?s Review and Ergcessing Fm. Notwithstanding anything contained herein to the contrary, this Agreement and Lessor's consent to the Sublease is maturesst conditioned upon Subiessor?s reimbursement to Lessor oflessor?s review and processing fees incurred in connection with the Sublease, including legal fees incurs-red by Lessor, widain thirty (30) days after written request by Ixssor, not to exceed One Thousand Dollars 4.3 Sublessor and Subleasee covenant and agree that under no circumstances shall Lessor be liable for any brokerage commission or other charge or expense in connection with the Sublse. 4.4 W. The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California. 4.5 Captions. The paragraph captions utilised herein are in no way intended to interpret or limit the terms and conditions heneof; rather, they are intended for purposes of convenience only. 4.6 Partial Invalidig. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or uncn?crceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted bylaw. 4.7 Attorneys Fees. If eithm- party commences litigation against the other for the speci?c performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys? fees as mayhave been incurred. 4.8 ?tnding m. This Agreement shall be binding upon and shall inure to the bene?t of the parties hereto, their heirs, successors and assigns. 4.9. Countgparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of'which, together, shall constitute one and the same instrument OF PAGE LEFT INTENTIONALLY WWu?h Shula-ac 1.1111 DOCS IN WITNESS WHEREOF, the parties have executed this Consent to Sublease Agreement as of? the day and year-?rst above written. ?Lessof' 4S MEDICAL OFFICE PLAZA. LE. 3 California limited partnership By: Fi?ei?t'City Dove Center Partners, LLC, a California limited liability company, General Partner By: (Io-Manager ?Subleesor? ARCH HEALTH PARTNERS. INC, :1 California corporation By: 1-144? rum: Title: 5'30 ?Sublease? THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a Califo mia nonpm?t commotion By: Name: Title: DOCS I258'l4-000001f32230402 IN WITNESS WHEREOF, the parties have cxccuted this Consent to Sublease Agreement as of the day and year ?rst aha-we written ?La-301'? ?I?Sublessor? ?Sublessm? Sumac-1J1}? DOCS 125374-00000152230402 43 MEDICAL OFFICE PIAZA, LLP., 3 California limited partnership By: Finest City Dove Center Partners, LLC, a California limited liability company, Parm'tr By: Charles Abdi, Trustee Clo-Manager By: John C. White, Trustee CohMana'ger ARCH HEALTH PARTNERS, INC, a California corporation By: Name: Titl?: THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation . SUBLEASE This Sublease (?scheme is made as of 7 set? between sacs HEALTH PARTNERS, a California nonpro?t public benefit corporation C?Sublessof?}, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation WHEREAS, on June ?2011, 43 Medical Of?ce Plaza, (?Lessor?) and Sublessor, entered into nun certain Standard IndustrlaUColumercisl Mold-Tenant Lease - NET, as amended by a certain First Amendment to Standard Lease - NET, dated July 14,2012 by a Second Am_endmentto5tandatd htdustrialiCorurnemial Netti-Tenant Lease - NET, dated I nutter 25, 2013 (collectively, the ?Master Lease,? a copy of which is attached hereto as Exhibit whereby Sublessor leased from Lessor certain real property located in the County of San Diego, State of California, more particularly described as Suites 100 do 102 in that certain building located and addressed at 1.6918 Dove Canyon Rd, San Diego, California, 92127 (the ?Master Lease Premises?). WHEREAS, iSublessee wishes to suhlease from Sublessor a portion of the entire Master Lease Premise, consistingof approximately 3,281 readable square feetiend known as Suite 102,. as indicated on theattaehed Exhibit B, attached hereto and incorporated herein {the ?Premises?), pursuant to the terms of this Sublease. NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Sublease, and for o?t'er valuable consideration, which they hereby acknowledge, the parties agree as follows; 1. TERMS. Tenns used. in this Sublease which are not speci?cally de?ned herein shall have the same meaning as they have in-the Master Lease. 2. SUBLEASE DFPREMISES. Suhlessee agrees to snhlease-the Premises from Sublemor, and Sublessot agrees to sublesse the Premises to Subless'ee. This Sublease and Sublessee?s rights to the Premises shall be subject to the terms and provisions of the Master Lease, except as described in Section 14 of this Sublease. Subject to the terms and provisir'ms of this Sublease, Suhlessee shall have the right to use, during the Sublease Term, the common areas of the Building (in accordance with Article Mia] and Articles through 2.10 of the Master lease] and ?fteen (15) non-exclusive surface, parking spaces (in accordancewlth Articles 2.6 and 69 and Extdbit of the Master Lease) at no additional costto Sublessee. 3. TERM. The term for thirty-six {36) months; commencing upon opening for business, estimated to occur on April I, 2.011 (?Sublease Commencement Dete'_ and ending on the date inunedtntety preceding the third anniversary of the Commencement?nle (the ?Sublease Expiration Date?). Ifst does: not provide its mitten consent to this Sublease on or before May 2017, thenthis Sublease shall be null and void, and of no further effect. If Sublessor does not deliver possession. of the fremises, ready for occupancy by June 1, 2017, then Sublessee, in addition to any other remedies available, may terminate'this Sublease by notifying Sublessor in Writing prior to Sublessor?s delivery of possession of the Presence to S'ublessee. 4. SURRENDER. Any holdover beyond the expiration of this Sublease shall only be with the consent of Sublessor, and the provisions of the Meter [case governing 'holdover shall apply to any such holdover. Any firtture?), fumiture, machinery, or equipment installed in the Premises by Sublessee shall, upon termination of this Sublease, be removed from the Premises by Sublessee. Suble'ssee shall repair any damage to the Premises caused by such removal. Upon termination of this DOCS MESH-00000182230402 Sublease. Subleasee' shall return the Premises in the same condition as when delivered to Sublessee, reasonable wear and tear and Alterations approved by Sublessor and lessor excepted. OPTIUNTO EXTEND. Subleasee shall have one option. to extend'the-Sublease Term (?Sublease Extension Option?) through July 24, 2024, commencing upon the date Sublease Term would outer-wise expire and upon the, same tonne and conditions previousiyapplicable, including Rent (as de?ned in Section 6 below) which shall continue on the some rent schedule. The Sublease Extension Option may be exercised only by notice to :Snblessor ??om no earlier than metre (12} month's nor later than six (6) months priorte the. Sublease Expiration Data; provided, hosrever that Sublease Extension Option may be exercised only if Subleasee is not then or at any time thereafter until such commencement in default under this Sublease (a?et expiration of any applicable notice or cure period). If Subleasee does not erterclse the Sublease Extension Option during the exercise period set forth above in strict accordance with the provisions hereof, the Sublease Extension Option shall tbrever terminate and be ot?no further force and effect. RENT. Suhiessee. shall pay to Sublease: as Philantth Rem") for the Premises the sum of Ten-?I?liousand Ferrel-innde and 771ml) Dollars ($3.17 per rentahle- square foot) payable in' adrance on or before the ?rst day of each month, beginning uponthe' Sublease Cmnmencement Date. The Rent, as described some, shall be increased by three pereent{3%) annually on July 25111. Snob Rent shall be payable'to Sublessor at the address speci?ed in Section 20 or at such other address as Sublessor may From time to time-designate in writing. common sass. EXPENSES. some is resporrsible' for Common Area Operating Expenses, as de?ned in Article 4 and?Ai-ticlc 53 of the Master Lease, as equitably allocated to the Premises in accordance with Article 4 of the Master lease. 8. CDNDITIGN OF THE PREMISES. Prior to the Sublease Commencement Date, Sublessor shall, at Subiessor?s sole cost and expense, professionally clean the carpet throughout the Fremises,toucir up the painted walls tineughout the Premises as. mutually agreed upon by the parties, and install anti-static VCT in the two server rooms (unless anti-static already exists) (?Scope of Work"). Suhlessor represents and mounts that the Premises will be delivered to Suhlessee in good condition and repair, clean and broom swopt, with all mechanical, HVAC, plumbing, electrical, cabinetry, and ?xtures in good operating condition. Sublessor' further warrants that, to the best of Sublessor?s knowledge, the construction (including all Improvements}, the current and proposed uses, and the operation of the Building are in full compliance with applicable building, seismic, Americans with Disabilities Act, environmental, zoning and land use laws, and other applicable local, state, and federal laws, regulations and ordinances. 9. USE OF THE PREMISES. Subleasee shall use the Premises as described and permitted under the Master Lease, Articles 1.3, 6 and 54, and for any other lawful purpose. 10. LIABILITY AND INDEMNITY. A. Subtlessor shall indemnify, defend and hold harmless Sublessec, its of?cers, agents. and employees from and against any claims, damages, costs, expenses, or liabilities (collectively ?Clainrs?} arising out of or in any way connected with this Sublease ?including, without limitation, Claims for loss or datnagcto any property, or for death-or injury be any person or?persons, but only in proportion to and to the ardent that such Claims arise from the negligent or mongrel acts or omissions of Sublessor, its of?cers, partners, agents, or employees. B. Waiting, Subleasee shall indemnify. defend and hold harmless its of?cers, partners, agents, and employees from and against any Claims arising out of or in any DOCS way connected with this Subieasa including, without limitation, Claims for loss or damage to any property or for death or injury to any person or persons, but only in proportion to and to the extent that such Claims arise from the negligent or wrongful acts or omissions of Suhlessee, its of?cers, agents, or etnployees. it. assumes,- MTENANCE, AND ALTERATIONS. Lessor shall assume and perform the obligations of Snbiessor, and Subleasee shall assume and perfonn the obligations of'Sublessor, as described in Articles 56.1 and 56.2 of the Master Lease. .12. UTILITIES. The Premises are metere?daeparately for electricity as described in Articles It and 53.2 of the Master tease. Sublessee shall pay utility provider all costs associated with the consumption of such electricity. i3. INSURANCE. A. Subles?see, at its sole cost and expense, shall insure its activities in connection with this Sublease and obtain, keep in force and maintain insurance as follows: General Liability Self-Insurance Program {contractual liability included} with minimum limits as follows: Each Mouse 1.000.000 Operations Aggregate 1,000,000 (to) Personal and Advertising injury 1,000,000 General Aggregate 5,000,000 Business Automobile Liability Program for owned, non-owned. or hired. automobiles with a combined single limit of not less than one miliion dollars per occurrence. Property, Fire and Extended Couerage Self-Insurance. Program in an amount suf?cient to reimburse Subleasee for alt of its equipment, trade ?uturcai inventory. ?xtures and other personal property located on or in the Premises including leasehold improvements'herehtatter constructed or installed. (4) Workers" Compensation as required by Califomialaw. The coverages rt:ched to under Paragraph A ofthis Section shall include Sublessor as an additional insured. Such a proviSion shall apply only in proportion to and to the extent of the negligent acts or omissions of Sublesae'e. its o?iecrs, agents and employees. Sable-seen, uponth execution of this Sublease; shall furnish Sublease: and Lessor 'with certificates of insurance evidencing compliance with all requirements. Certi?cates shall provide for advance Written notice to Subicssor, inaccordance with policy provisions, of any material modi?cation, change or cancellation of any of the above inset-rates coverages. The coverages required herein shall not limit the liability of Sublessee. B. Subtesscr?s Insurance. Sublessor, at its sole cost and expense, shall insure its activities in connection with this Sublease and obtain, keep in force and maintain insurance as follows: (I) Commerciai Form General Insurance (contractual liability included) with minimum limits as follows: DOCS DEN-00000152230402 Each Occurrence 1,000,000 Dperations Aggregate i,000,000 Personal and Adrettising Injuryr 1,000,000 General Aggregate 5,000,000 lfthe shove insuranoe'is Written one claims-made form, it shall continue For three (3) years following lamination of this Sublease.- The insurance shall have a retroactiVe date of placement prior to or coinciding with the Sublease commencement Date. (2) Business Automobile Liability Insurance for owned, scheduled. non~owned, or hired automobiles with a combined single limit of not less than one million doilars ($1,000,000) per occurrence. (3) Property, Fire and Extended Coverage Insurance in an amount equal to one hundred percent (100%) ofthe full replacement value of the Building to conform with. then current codes and the costs of demolition and debris removal, excluding land and the foothigs. foundations and installations below the basement levol. Workers? Compensation as required by Califbmia law. Themi'erages-referred tounder Paragraph of?u's Section shallinclude Sublessee as an additional insured. Such a provision shall apply only in. proportion to and to the extern? of the negligent acts or omissions of Suhlessor, its of?cers, partners, agents, and employees. upon the execution of this Sublease. shall furnish Sublessee with Certificates of insurance evidencing compliance with all requirements. Ceni?cate'sshall provide for advance writteu notice to sublessee, in accordance with policy provisions, of any material unali?cation, change or cancellation of any of the above htsurance coverages. Suhlessee shall be entitled to waivor of subiogation and recovery with respect to the foregoing-coverages. The coverages required herein shall not limit the liability of Suhlessor. 1.4.. ASSIGNMENT shill SUBIETTING. Sublessce shall not-assign, mortgage, encumber. pledge. sublet or otherwise uanst?ertzizis Sublease or any interest herein, or all or any portion ofthe Premises, directly or indirectly, by operation of law orotherwise, except in accordance with the terms of this Sublease and the. Master Lease - 15. DEFAULT. A. We. if any of the following events occur, each such event shall constitute a material breach of this Sublease, and Suhlessor may, at Sublessor?s option, exercise any or all rights available to a Suhlessor under the laws ofthe State of California: - (I) A. default in thepayment of rent when such default continues for a period often (10) business days after written notice, or (2) Subleasee fails to faithfully perfotm or ohserve any other covenant or undertaking required under this Sublease and such failure continues for a period of thirty (30} days she: written notice thereof. If the nature of Subleasee?s-obligation is such that more than thirty (30) days are required for: performance, then shall not he in default if Subleas'ee DOCS l25874-00000U32230402 commences perfonnance within such thirty (so) day period and thereafter diligently prosecutes the same to completion, or (3) Sublessce is adjudicated bankrupt, or (4) Sublessee?s lease interest is sold under execution of judgment. B. ?pblessor's Regimes. If this Sublease terminates pursuant to a default by Sublessec hereunder, Snblessor. may immediately enterupon andrepcssess the Premises in accordance with applicable laws and cause any personal property of to be removed hour the Premises-and stored in any public storehouse at the risk and expense of Subleasec. C. W. Sublease: shall not be in default unless fails to perfonn its obligations under this Sublease and MastuLease withina reasonable time, but in no event later than thirty (30] days after written notice by Sublessce to Sublessor specifying wherein Sublessor has failed to perform such obligations, if?the nature of obligation issue}: that more than thirty (Stildays are requireu'fcr performance, then Snblessor shall not be in default if Sublessor ccnimences performance. within such day period and thereafter diligently prosecutes the same to completion. Subterrane?s obligation to provide written notice to Sublessor of a default by Snblessor is limited to those instances where knowledge of Subleas'or?s default is within the actual knowledge of Snblessee, Subleasee's Remedies. If failsto cure a prospective default within the thirty (30) day period, (as-extended pursuant to Paragraph C, above) have the option to cure the default or to tenninate-this Sublease, in addition to any other remedies at law not inconsistent herewith. Should Sublessee clact to cure the wink itself, all costs associated with such cure, including reasonable attomeys" fees (if any}, shall tic-?reimbursed by Sublessor to Stibiessec within sixty (till) days of receipt of Subleasee?s invoice for said costs. Howeter, upon. Snblessor?s failure. to so reimburse or, at Subleasee?s option, said costs shall be held from tern due hereunder. if Sublessor?s default hereunder actuallyr prevents Suble'ssee?s use ofthe Premises, there shall be an abatement of rental payments for the period of such non- use. If Sublessor defaults under the Master Lease, Sub-lessor shall defend and hold harmless Subleasee from and against all claims, costs, and damages {including attorney?s fees) resulting from such default. In the event of a default by Sublessor under the Master Lease, Sublessor, at Sublessee?s' request, shall make good faith efforts, at. no cost or expense to Sublessce, to perfonn its obligations under the Master Lease. l6. COMPLIANCE WITH MASTER LEASE TERMS. This Sublease is subject to the terms and conditions of the Master Lease and the matters to which the Master Lease is subject and subordinate pursuant to the tel-ms thereof. Except with respect to provisions of this Sublease which are expressly'ineonsistent with the Master lease, Subleasee shall compiywith-aud perform all teens, covenants and conditions of the Master hose 'ielating to the Premises and accruing from and alter the Sublease Commencement Date as if Sublessce were the ?Lessee? thereunder; Notwithstanding anything in this Section 16 to the coon-arr, neither Subleasee nor Subiessor shall take any action, not consent to or pennit any action to betalten by any ofsuch party? employees, agents, contractors, licensees or invitees that Would cause a default under any applicable provision of the Master lease. l7. TIME OF ESSENCE. Time is ofthe essence of this Sublease and each of its provisions. ill. PARTIAL INVALIDITY. If an).I term, provision or condition contained in this Sublease strait, to any eatent,be invalid or unenforceable, the remainder of this Sublease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid - 10 - DOCS 125374-000001t3223t14tl.2 or unenforceable, shall not be effected thereby, and each and every other term, provision and condition of this Sublease shall be valid and enforceable to the fullest eittent'p'ossibie pennitted by law. ?19. GOVERNING LAW. This Sublease shall be construed and enforced in accordance with the laws of the state in which the Premises are located. 20. NOTICES. Any notice required or given under this Sublease shall be in writing toenail party at the address as set forth below, by hand delivery, eIectroniefassimiie, overnight courier, or by certi?ed mail, postage prepaid, return receipt requested. effective upon delivery to the address specified below. The addresses of each party shalt be changed by notice giiren the other party in accordance with the provisions of this Section To Sublessoti Arch Health Partners, Inc. one: Deanna Kyrimis 15565 Pornersdo Road, Suite 575 Powsy, CA 92064 To Sublessee: The Regents of the University of'Califomia ere EXecutive Director - 'Rest Estate University oszli?rrnia, San Diego 1028!} N. Torrey Pines Road #0932 Le toils, CA and soapy to: University of California, San Diego cr'o Dr. Kevin Murphy- 16913 Dot-'e Canyon Rd, Suite 162 San Diego, CA 9212?? 21. PROPERTY TAX EKEMPTIUN. Sublessor hereby af?rms that the eligibility of the Premises for exemption from property tax pursuant to Article Section Std) of the California Constitution was not taken into account in fixing the roots] rate to be psidhy the Sublessee hereunder; and Sublease?: agrees neither to file a claim for such exemption nor to claim the bene?t thereof by any other means. The parties mutually agree that property taxes on the Premises shall be paid in full by Lessor and that Sublessee shell thereafter apply to the County of San Diego. California, for a direct refund to the Subtessee of taxes paid, in the amount of said exemption, as provided by Section 202.2 of'the California Reyenue and Taxation Code. Sublessor and Lessor agree to cooperate with Sublessoe and do all acts reasonably necessary and appropriate to secure and maintain the said tax exemption of the Premises. 22. D'uring?the SublesseTenn, Sublessor?s rights and obligations, as described in Article 164 of the Master'LEtlse, shell'h?ansfer to Sublessee, except that Lessor, at Sublesseo?s cost and Sublessee with Building?standard suite entry signage for the Premises and Buildingstaodsrd directory signage. 23. LEGAL FEES. Sublessor shall be responsible for payment to the Lessor a fee of? for Lessor to receive legal review of this Sublease, and for any additional costs that Lessor should incur as set forth in the assignment and subletting section of the Master Lease. IN WITNESS lir'tlElt?ntJF, thepar?es, acting through their duly authorized representatives, have executedthis Sublease as of the date ?rst set fonh above. 1 1 - DOCS EXHIBITA Master Lease [To be attached] - 12 DOCS EXHIBIT Description anremim -13- DOCS BEEN-00000152230402 EXHIBITC Seismic Adequacy Statement Url?au-lsmrof E-ia'may un-timr-?oaa I Karim Seismic Safety Pom,I Hum-mm imwm 16913 Dave Camp. Road. San DIED. on; 02122 Emu-3w Il ?Hug! gn ?Ilka, dun ll'tlilrl?'. Ir My mm by in: arm ohm-an pruiithfl, arm panama! In 6qu ufihewnll: mun-d In this mun-ml Ind Ham nu luau I1 'm prawns munhmd IhmJ Wants: an I nrlunmm um?: m; an: pun-mull 1H: I rumm- ?nil; um Balm? tam-tug? under I by :h bum In?llth Hun-as mammal mu: emu: 0 ma uranium-5: ?that umw?mm?ummu Iraq 1535 I1erle talus Un?im WI: .15: Build?; ?agar-a1 l?rnf 1h: ll} [in mmuup: ppm; [lif (an. Wadi-mar ran [manly l'l' punum cellar: ??llt_llrifirrll Mm can priurtnmussnuhn; [Hr urn-Hm: ld?hm, nun-Mill In In titan 5031:: hair?s mica mm mutt; lid) Eu! arms: nun; Induciln; wand Inm- mum with ?ink 1pm,. nr 3 mammar- Mint-Hay nun-yum: ?ul mar-um hm my, Ilium: flu- m. Whirl mm: Imam Mu mun-d It ?at Mun-um arm- 15:? dl?ln at urII'n'un alde Imam?:- Midi! mum Uta-Idem" In ?.1qu I11 Mid"! Imuth and ti! mum 1m: m?i?hn mum mm min uranium nl imam-3.1 ur ram 352 hdk-n meld: [if WM: lb: of dam: In Mum-in ?almdual 25., mummy n?gdml mmrud?n?: (ma-m rm. dc. Iliad: unhnu Inm?ym?nmanu'hwl minim Ind mih'thunmii?h mu run-El. Tiil'l?l?m Mch?? Bit m. ?Hawaii-?HIE Walla $3193 I 2013?h12-3?l Fill'l'l?ll?q; 1301 Minna. saw 5365 san Dingo. GA 92101 mmugm slum-u ?gunk: warms: Inmnr?m'm?wnmba - 14 - DOCS 125374-noomu3223u402 THIS CONSENT TO FIRST AMENDMENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of November?, 2017, by and among 48 MEDICAL OFFICE PLAZA, L.P., a California limited partnership ("Lessor"), ARCH HEALTH PARTNERS, INC, a California corporation and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation {"Snblessee"). were A. Reference is hereby made to that certain Standard IndustriaUCornmercial Multi~ Lessee Lease Net dated as of June 7, 2011 and Addendum to Standard Industriala?Commercial Minn-Lessee Lease Net of even date therewith (collectively, "Original Lease"). as amended by that First Amendment to Standard lndustrialfCommercial Mold-Tenant Lease Net dated July 14,2012 ("First Amendment"), and as further amended by that Second Amendment to Standard IndustriaUConunercial MultiuTenant Lease Net dated January 25, 2013 ("Second Amendment"), between Sublessor and Lessor, for certain Premises located within the Project currently known as Ranch Medical Of?ce Plaza", which Premises are more particularly described in the Lease. The Original Lease, First Amendment and Second Amendment are sometimes collectively referred to herein as the "Lease". B. Sublessor and Sublesee are parties to that certain Sublease dated April 17, 201? (the ?Suhlease?) fora portion of the Master lease Premises consisting ofapproximately 3,281 rentable square feet and known as Suite 102 (the ?Existing Premises"), which Sublease was consented to by Lessor pursuant to that certain Consent to Sublease dated April 17, 20?. C. Pursuant to the terms of the Lease, Sublessor has requested Lessor's consent to that certain First Amendment to Sublease, dated November-52, 2017 between Sublessor and Subleasee (the "First Amendment to Sublease"), with respect Subleasee sublcasing additional space in the Project and to other terms and conditions set forth therein. A copy of the First Mendment to Sublease is attached hereto as Exhibit A. Lessor is willing to consent to the First Amendment to Sublease on the terms and conditions contained herein. C. All de?ned terms not otherwise expressly de?ned herein shall have the respective meanings given in the Original Lease. l. Lessor?s Consent. Lessor hereby consents to the First Amendment to Sublease; provided, however, nonvithstanding anything contained in the First Arnendment to Sublease to the contrary, such consent is granted by Lessor only upon the terms and conditions set forth in this Agreement. The Sublease and the First Amendment to Sublease are subject and subordinate to the Lease. Unless otherwise agreed to in 1uniting, Lessor shall not be bound by any of the terms, covenants, conditions, provisions or agreements of the Sublease and the First Amendment to Sublease whatsoever. - 4323 6866-91411 - 15 Docs 2. high-Release of Subleaser,? Further Transfers. Neither the Sublease nor this consent to the First Amendment to Sublease shall release or discharge from any liability, whether past, present or future, under the Lease or alter the primary liability of the to pay the rear and perform and comply with all of the obligations of Sublessor to be perfumed under the Lease; provided, however, Lessor shall not require Sublessor to pay its Base Rent and Common Area Operating Expenses under the Lease as long as Subleasee timely pays to Lessor the Aggregate Base Rental, Common Area Operating Expenses and other additional rent payable under the Lease (excepting any Additional Allowance Rent payable by Sublessor under the Master Lease), as more clearly set forth in the First Amendment to Sublease. In the event Sublessce ihils to make all Aggregate Base Rental, Common Area Operating Expenses and other additional rent payable under the Lease, Sublessor shall perform such payment obligations, which payment obligations include all past, present or future Aggregate Base Rental, Common Area Operating Expenses and other additional rent payable under the Lease. Neither the Sublease nor this consent thereto shall be construed as a waiver of Lessor's right to consent to any further sabletting either by Sublessor er by the Subleasee. 3. Relationship With Lessor. hereby assigns and transfers to Lessor the Sublessor's interest in the Sublease and all rentals and income arising therefrom. In the event Sublessor shall default (after all notice and cure periods) in the performance of its obligations to Lessor under the Lease, Lessor may, at its option by notice to Sublessor, elect to succeed to Sublessor's interest in the Sublease and cause Subleasee to attorn to Lessor. In the event Lessor elects to cause Sublessee to attorn to lesser pursuant to this Subsection 3(ii), Lessor shall not be liable for any prepayment of more than one month's rent or any'security deposit paid by Subleasee, (ii) be liable for any previous act or omission of Sublessor under the Lease, be subject to any defenses or offsets previously accrued which Subleasee may have against Sublessor, or (iv) be bound by any changes or modi?cations made to the Sublease without the written consent of Lessor. In connection with the foregoing, and in the event Sublessor shall be in default (after all notice and cure periods) in the performance of its obligations to Lessor under the Lease andfor the Sublease, Subleasee shall not be permitted to terminate the Sublease and Subleasee?s termination option in Section of the Sublease shall be null and void. 4. general Pmyirsipns. 4.1 Consideration for Sublease. Sublessor and Subleasee represent and warrant that there are no additional payments of rent or any other consideration of any type payable by Subleasec to Sublessor with regard to the sublet Premises other than as disclosed in the Sublease. 4.2 Lessor's Review and Processing Fees. Notwithstanding anything contained herein to the contrary, this Agreement is expressly conditioned upon Sublsor's reimbursement to Lessor of Lessor's review and processing fees incurred in connection with this Agreement, in an amount not to exceed One Thousand and Oil! 100 Dollars (the "Consent Fee"), and (ii) Lessor?s legal and other expenses incurred in connection with the First Amendment to Sublease Agreement (the "Amendment Fee" and together with the Consent Fee, collectively the "Fees"), which Fees must be payable to Lessor within thirty (30) days after written request by Lessor to 4323686691411 -16- noes 4.3 Brokerage Commission. Sublessor and Sublessee covenant and agree that under no circumstances shall Lessor be liable for any brokerage commission or other charge or expense in connection with the First Amendment to Sublease. 4.4 Subl?ee ?ignage. Notwithstanding anything to the contrary in the Lease or in this Agreement, Lessor shall pennit to assign to Sublessee all rights to all directory signage, suite entry signage, monument signage and building signage in, on or about the Building and Premises, subject to all other terms and conditions in the Lease and Section 6 of the First Amendment to Sublease. Sublessor shall be responsible for all costs associated with removal and repair of all such signage, and Sublessec shall thereafter be responsible for all costs associated with installation, maintenance, removal and repair ofall Subleasee signage. 4.4 Compiling Law. The terms and provisions of this Agreement shall be construed in accordance with and governed by the laws of the State of California. 4.5 Qap?ons. The paragraph captions utilized herein are in no Way intended to interpret or limit the terms and conditions hereof; rather, they are intended for purposes of convenience only. 4.6 Partial Invalidity. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or imenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law. Attorneys? Fees. If either party commences litigation against the other'for the speci?c performance of this Agreement, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys' fees as may have been incurred. 4.3 Con?ict. In the event of a con?ict between the terms and conditions of this Agreement and the terms and conditions of the Sublease andfor First Amendment to Sublease, the terms and conditions of this Agreement shall control. 4.9 Binding Effect. This Agreement shall be binding upon and shall inure to the bene?t of the parties hereto, their heirs, successors and assigns. 4.10 Countmparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. OF PAGE LEFT INTENTIONALLY 17 - noes IN WITNESS WHEREOF, the parties have executed this Consent to First Amendment to Sublease Agreement as of the (la)r and year ?rst above written. "Lessor" "Sublessor" "Subleasee" #13235 36631411 DOCS 4S MEDICAL OFFICE PLAZA, L.P., a California limited partnership By: Finest City Dow: Center Farmers, LLC, a Califomia limited liability company, (lo-Manager ARCH HEALTH PARTNERS, INC, a California corporation By: Deanna Kyrimis CED THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation Jeff W. Graham Executive Director Real Estate -13- 1N WITNESS WHEREOF, the parties have executed this Consent to First Amendment to Sublease Agreement as of the day,I and year ?rst above written. "Lessor" "Sublessor" "Subleasee" 4323-5866-9141} DOCS 4S MEDICAL OFFICE PLAZA, L.P., a California limited partnership By: Finest City Dove Center Partners, LLC, a California limited liability company, General Partner By: Charles Abdi, Trustee (Io-Manager By: John C. White, Trustee Co~Manager ARCH HEALTH PARTNERS, INC, a California corporation By: Wade?Wm? 6136- can THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation .4- -19- IT NSENT TO I RST AMENDMENT TO SUBLEASE AGREEMENT (ATTACH FIRST AMENDMENT TO SUBLEASE) EXHIBIT -1. amasasmm -20- DOCS [mu-00000152230402 F?l? 0F SUBLEASE This First Amendment of Sublease (?Amendment?) is made as of November 50, 21] between ARCH HEALTH PARTNERS, INC., a California nonpro?t public bene?t corporation (?Sublessor?), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation (?Sublessee?). RECI gL? WHEREAS, on June 7, 201 1, 4S Medical Office Plaza, LP. (?Lessor?) and Sublessor, entered into that certain Standard Indushiali'Commercial Multi~Tenant Lease - NET, as amended by a certain First Amendment to Standard IndushiaHCommemial Maid-Tenant Lease - NET, dated July 14, 2012 and by a Second Amendmentto Standard IndustriaUCommercial Mold-Tenant Lease - NET, dated January 25, 2013 {collectiVely, the "Master Lease"), whereby Sublessor leased from Lessor certain real property located in the County of San Diego, State of California, more particulme described as Suites 100 d: 102 in that certain building located and addressed at 16918 Dove Canyon Road, San Diego, California, 9212? (the ?Master Lease Premises?). WHEREAS, all capitalized terms used in this Amendment but not de?ned herein shall have the meaning set forth in the Master Lease. WHEREAS, the Master Lease is scheduled to expire on July 24, 2024 (?Master lease Expiration Date?). WHEREAS, Subleasee entered into a Sublease with Sablessor dated April 17, 2017 (the ?Sublease") for a portion of the Master Lease Premises consisting of approximately 3,231 rentahle square feet and known as Suite 102 (the ?Existing Premises?). WHEREAS, Sublessee now desires to lease ?om Sublessor the remainder of the Master Lease Premises consisting of approximater 5,750 rerrtable square feet and known as Suite 100 as indicated in Exhibit ,5 attached hereto and incorporated herein (?Expansion Premises?), pursuant to the terms of this Amendment to Sublease. The Existing Premises and the Expansion Premises shall collectiver be de?ned as the ?Premises?. - AGREEMENT NOW THEREFORE, Sublessor and Subleasee hereby agree that the Sublease is amended as follows: 1. Term. Section 3 of the Sublease, shall be amended to state that the Sublease Expiration Date for the Premises is May 31, 2021. The period of time between the adjusted Sublease Expiration Date and the Master Lease Expiration Date (tie. June 1, 2021 to July 24, 2024) is referred to herein as the ?Master Lease Gap Period?. 2. Expansion Premises Date. The 'sublease term for the Expansion Premises shali commence upon Sublessor?s delivery of the Expansion Premises, estimated to occur on December 1, 2111'? (?Expansion Premises Commencement Date?), and shall end on May 31, 2021 (the ?Sublease EXpiration Date?). if Lessor does not provide its written consent to this First Amendment to Sublease on or before February 1, Ellis, then this Amendment to Sublease shall be null and void, and of no further effect. If Subiessor does not deliver possession of the Expansion Premises, read}.' for occupancy by February 1, 2013, then Subiessee, in addition to any other remedies available, may terminate this 21 DOCS 1253i4-00000U32230402 Amendment to Sublease by notifying Subiessor in writing prior to Snblessor?s deliVery of possession of the Expansion Premises to Subleasee. 3. Owen to E?gnd. Section 5 of the Sublease shall apply to the both the Existing Premises and the Expansion Premises, either individually or collectively to. Subleasee shall be granted the Option to Extend the Sublease Term for the entirety of the Master Lease Gap Period, expiring July 24, 2024, for the Existing Premises only, the Expansion Premises only, or the entire Premises. Notwithstanding anything to the contrary in the Sublease or this Amendment, the Base Rent payable by Subleasee for the portion of the Premises so extended shall be the Base Rent payable by in the Master [ease for such portion of the Premises during the same months of the Master Lease Gap Period, as set forth in Section 4.1 below. Notwithstanding anything to the contrary contained in the Master Lease or the Sublease, the Extension Option must be exercised by Sublessee by giving Lessor and Sublessor notice of Subleasee?s exercise of such Extension Option, no greater than eighteen {Ill} months, and no less than eight months, priorto the expiration of the then-existing Lease Term. 4. lien]. Notwithstanding anything to the contrary contained herein or in the existing Sublease, commencing on the Expansion Premises Commencement Date, Sublessee shall pay directly to Lessor the Sublease rent for the Existing Premises as set forth in Section 4. I below (?Existing Premises Basic Rental?) and the Sublease rent for the Expansion Premises as set forth in Section 4.1(b) below (?Expansion Premises Basic Rental?) payable in advance on or before the ?rst day of each month. Notwithstanding the foregoing, as a concession for this sublease transaction, Sublessor shall pay to Sublessee a sum of $19,000.00 upon Sublessor?s execution of this Amendment, and in the event Subleasee exercises its Option to Extend as set forth in Section 3 above, Sublessor shall pay to Subleasee an additional sum of $20,000.00 on June 1, 2021. In addition to the Aggregate Base Rental (as de?ned below), Sublessee shall concurrently pay directly to Lessor, the Common Area Operating Expenses and other additional rent payable under the Master Lease, excepting any Additional Allowance Rent payable by Sublessor under the Master Lease. The Existing Premises Basic Rerual and Expansion Premises Basic Rental are sometimes collectively hereinafter referred to as ?Aggregate Base Rental". Further, in the event of a default by under the Master Lease beyond any applicable cure period, Subleasee shall has the right, exercisable in writing within thirty {30) days3 following written notice from lessor that such default event has occurred, to irrevocably assume Sublessor?s position as Lessee under the Master Lease, provided Subleasee shall not be liable for any monetary obligations or defaults of Sublessor under the Master Lease which have seemed or occurred prior to the effective date of Subleasee?s assumption of the position of Lessee in the Master Lease; and. (ii) the expiration date of the Master Lease shall be adjusted to May 31, 2021, unless otherwise mutually agreed upon between Lessor and Subleasee, the Option to Extend the mrblease shall be deemed Subleasee?s option to extend the Master Lease at the same terms and conditions as set forth in Section 5 of the Sublease and as amended in Section 3 of this Amendment; and (iv) Subleasee shall be required to timely pay to Lessor, on a basis as and when scheduled, the Aggregate Base Rental, all Common Area Operating Expenses and other charges due under the Master Lease; provided, however, Subleasee shall not be required to pay to Lessor any Additional Allotvanoe Rent payable under the Master lease. Further, in the event: Subleasee takes over Sublessor?s position under the Master Lease as a result of Suhlessor?s default and pursuant to Section 3 above has extended the term of the Sublease or Master Lease, as the case may be, through the entirety of the Master Lease Gap Period, then, 1he additional Extension Options in the Master Lease shall be transferred to and exercisable by Sublessee for the periods of time immediately following the Master Lease Gap Period (to. each shall be for a ?ve (5) year period commencing July 25, 2024 and July 25, 2029, respectively). In the event Subleasee exercises one or both Extension Options, the words provided, hovvever, in no event shall the Base Rent payable. . 3? through the end of such senteuce in Paragraph 50.4 of the Master Lease shall be deleted. .. - DOCS 1258i4-000001f32230402 4.1 Subl?se Base Rent Scheduleg. The Existing Premises Basic Rental and Expansion Premises Basic Rental shall be as follows: 4.1{a) Existing Premises Basic Rental [Suite 111g} Base Sublease Period 7 Rent Per RSF Base Rent Sublease Commencement Date - 72941118 $3 .27 10,728.87 - 77252113 - 7f24f19 $3.37 - 11,656.97 7125l19 7.324720 $3.47 11,385.07 WESIZULSISNZI $3.57 11,713.17 Existing Premises Extension Period (if Montth Base applicable) Rent For RSF Base Rem 6717221 -7f241?21 $3.57 11,713.17 7IZSI21 - 772472 $3.68 12,974.08 7225722 - 7f24i23 $3 .79 12,434.99 7?5f23 - 7724!.74 $3.911 12,795.91} 4.113)) melon Premi?s Basic gents] tSuite mm Base Sublease Period Rent Per RSF Monmly Base Rent Expansion Premises Commencement Date - $3.19 18,331.02 11179718 - $3.23 18,380.95 101'91'19 111118720 $3.3 ll 19,447.38 10197211 - 57311721 $3.48 20,030.80 Expansion Premises Extension Period {if Base applicable) Rent For REF Base Rent 671101 - 11173121 $3.48 20,030.80 1111197221 103?37?22 $3.59 20,63 1.72 109.92 - 10118123 $3.70 21,250.67 1079723 - 7724(24 $3.81 21,338.19 5. Qondition of ??pgysion Pmises. Prior to the Expansion Premises Commencement Date, .Sublessor shall, at Sublessor?s sole cost and expense, professionally clean the carpet throughout the Expansion Premises and touch up the panned walls throughout the Expansion Premises (?Scope of Work?). Sublessor reptesents and warrants that the Expansion Premises shall be delivered to Snblessee in good condition and repair, clean and broom swept, with all mechanical, HVAC, plumbing, electrical, cabinetry, and ?xmres in good operating condition. Sublessor further Warrants that, to the best of Sublessor?s knowledge, the construction (including all Improvements), the current and proposed uses, and the operation of the Building were in compliance with applicable building, seismic, Americans with Disabilities Act, environmental, zoning and land use laws, and other pplicable local, state, and federal laws, regulations and ordinances, as of the date of commencement of the Master Lease. All terms and conditions of the Sublease shall remain unchanged and, shall continue in full force and effect except as speci?cally amended herein. -23- DOCS 6. ?ggagg. Notwithstanding anything to the contrary in the Master Lease and commencing on the Expansion Premises Commencement Date, Sublessor shall assign to Sublessee all of Sublessor?s rights to all directory signage, suite entry signage, monument signage and building signage in, on or about the Building and Premises. Prior to the EKpansion Premises Commencement Date, Sublessor shall, at Sublessor?s sole cost and expense, remove all of Sub lessor?s existing signage and restore the affected areas of the Building and monument signfs) as required by Sublessor under the Master Lease. All such removal and restoration expenses shall be borne by Sublessor. All of Suhlessee?s signage shall be subject to all of the applicable provisions of the Master Lease, including, but not limited to, the right of lesser to specify the sign company utilized by Subleasee and right of Lessor to coordinate all such signage work to protect the Building. In connection with Subleasee?s acceptance of signage rights under the Master lease, Suhlessee hereby agrees to assume all ofthlessor?s design, installation, maintenance, repair and removal expenses in connection with signs and (ii) pay to Lessor, Subleasee's pro rata share of the cost of maintaining, repairing, operating and lighting the Monument Sign, which shall be pursuant to, and in accordance with, the Master Lease. Nomithstanding anything contained in this Amendment or the Sublease to the comrary, in no event shall Lessor be responsible for the expensas related to the design, installation, maintenance, repair andfor removal of Subleasee?s signs on or about the Building earlier the Premise, which Snblessee?s signs shall he removed at expense at the expiration or earlier termination ofthe Sublease in accordance with Paragraph 64 of the Master Lease. Bunkers. In connection with this Sublease, Sublessor and Subleasee warrant and represent that they have had dealings only with the Jones Lang La Salle Brokerage Inc. and that ?iey know of no other person or entity who is or might be entitled to a commission, ?nders fee or other like payment in connection herewith. Suhlessor and Subleasee hereby indemnify and agree to hold each other and their agents, members, partners, representatives, of?cers, af?liates, shareholders, employees, successors and assigns harmless from and against any and all less, liability and expenses that Sublessor and Subleasee may incur should such arm-rant}? and representation prove incon'ect, inaccurate or false. Sublessor and Subleasee acknowledge and agree that ill. represents both Suhlessor and Sublessce in dual representation and will be paid a commission by Suhlessor pursuant to a separate ?mitten agreement for the Sublease Term and, if so extended, the Sublease Extension Period. 8. Rati?cation. Except as amended by this Amendment, the parties hereby ratify and con?rm .all of the provisions of the Sublease, which shall remain in full force and effect. If there is any con?ict between the terms and conditions of the Sublease and this Amendmont, the terms and conditions of this Amendment shall control. 9. Multiple The parties agree that this Amendmentmay be transmitted between them by email or by facsimile machine, and the parties intend that an emailed or a fused Amendment containing either the originals andlor copies of the signatmes of all parties shall constitute a binding Amendment. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original agreement and all of which when taken together shall be deemed to be one and . the same agreement. IREMAINDER OF PAGE INTENTIONALLY - 24 DOCS IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, have executed this Amendment as ofthc date ?rst set forth above. SUBLES 80R: ARCH HEALTH PARTNERS, INC., a Califomia corporation Name." M: if erder?H Title: can DOCS SUBLESSEE: THE REGENTS OF THE. UNIVERSITY OF CALIFORNIA, a California nonpro?t corporation Je?WGraham Executive Director Real Estate $23: -25- EXHIBIT A Description of Expansion Premism i 1 . 1 'u-n-I-u manomr' -26- DOCS ARTICLE 9. DOCS HEM-00000132230401 ARTICLE 3. -EXHIBIT Premises -27- ?l?im?ij BEER m- 5.. I 5 at. L: if- .Maaml Furniture my Equipment Equipment Details Dr. Kevin Mu'rphy - MMS Treatment Center Updated: u'cro wuss: . - - Loon-ion 102 Pro Microsoft 05530953253 102 Suite 102 Pro Microsoft Suite 102 Pro Microsoft Pro ite 102 Pro Suite 102 Pro Suite 102 Microsoft Precision Dell 102 Precision 102 Precision 102 102 102 102 Nurses' Office Leather Swivel Chair Suite 102 Nurses' Of?ce Black 50 tte 102 NurSes? 0ch File Cabinet: Suite 102 Nurses? Of?ce Wall ite 102 Nurses? Of?ce Black Suite 102 Nurses' Station Black Leather Swivel Chair Station Black Leather Swivel Chair Black Leather Swivel Chair Desk Chair Suite 102 Suite 102 TV Box Art: lalertical Rectanguiar Cut Outs Metal Frame Brown Leather Chair 40" IDSUP Box Blue 8; White Mirror: Art Deco Frame Suite 102 Blanket: Dark Teal Round Blue Suede Ottoman Suite 102 Round Blue Suede Uttoman 102 Cabinet: Two-Door Wooden 102 Backed Suede Sofa Suite 102 Blue Suede Chair Suite 102 Brown LeathEr Suite 102 DOCS - 28 - Accent Chair: All Dark Brown w: Coffee Table: Large Round Concrete wMetal End Table: Large Raund Concrete wMetal Frame End Table: Large Round Concrete wMetal Frame Pillows: uite 102 Pillows: 1112 102 102 Pillows: Med 102 Pillows: Small Blue 3; White 102 Pillows: Small Suite 102 Cabinet: Four-Door Wood-2n Storage. Wh ite- Medium Lantern wCandle Ceramic Container Suite 102 Metal?l Wall Art lte Metal Framed Art Piece Framed Art Piece Suite 102 rn Stalk Suite 102 Suite 192 DOCS 125874-00000U32230402 - 29 Chair Suite 102 Brown Leather Chair Suite 102 . 40" 1030P TV Box 102 Treatment Ream Th Drawer [Ms Brown Wand Suite 102 Wall Art: Large Square Canvas, White at Blue Crackled Paint Wall Art: 102 Wall Art: Vertical Rectangular Wood Frame, Lt Blue Suite 102 Wall Art: Vertical Rectangular Unframed, 102 II Art: Vertical Rectangular Unframed, 102 Art: Large Rectangular Unfra med, Dark ll Art: Lt BlueaGreyaLt Green wwh?rte Brushed Metal Frame Leather Chair Treatment Room 3 Brown Leather Chair Suite 102 Treatment Room ?1:40? 1030p 102 Box Suite 102 Treatment Room 3 Throw Blanket: Dark Teal 102 Treatment Art: 102 Desk: Wooden Suite 102 Brown Leather Suite 102 Ch air: Natural Buriap Backaeat, Dark Wooden Table: Medium Wooden, Black Metal Frame Suite 102 Wall Art: Beach Sterie lit-Fence Suite 102 med en Suite 102 102 Suite 102 DOCS 125374-000001132230402 - 30 - low: rT . Recta lar .Srnall Rectangular w?u'ertleal Green, Brown .Tiffany Blue Shade Mottled Glass TV Art: Square GreeanhltefGaLd Thin or: Rectangular, Beveled wwide Weave Fr Table: All Blanket: Teal wMirror Room Table: All Woo cl. Leaf Twin Chair Leather Swivel Black Leather Black Leather Black Leather Swivel Chair Black Swivel Chair Wall Art: Ocean Waves. Mirrored Matte, 8; Black Brown Shelf DOCS 125874-00000U32230402 -31- 102 Suite 102 Suite Suite 102 102 Suite 102 Suite 102 Suite 102 5:1 'rte 102 Suite 102 102 reatment