GENERAL TERMS

1.                  PARTIES:

We are GCP Fund 2 dba STARTUPHQ, a Delaware limited liability Company (hereinafter "STARTUPHQ"). The following are the general terms of this Standard Lease Agreement (hereinafter "Agreement") as executed between STARTUPHQ and you, the tenant ("CLIENT"), for the suite specifically listed on page 1 of this Agreement (the "Premises").

2.                  TERM & TERMINATION:

The Agreement shall commence at the Lease Start Date ("Start Date") as specified on the Application Form of this Agreement. The term of this agreement shall initially be month-to-month or 6-months after the Start Date as specified on the Application Form of this Agreement (“Initial Term”). The Initial Term of this Agreement shall automatically extend for a one (1) month period commencing one day after the Initial Term thereafter and until it is terminated by either party. For a month-to-month term, either party may terminate this Agreement by giving at least five (5) days notice prior to the last day of a calendar month. Such termination will be effective on the last day of such calendar month. For a 6-month term, either party may terminate this Agreement by giving written notice to the other thirty (30) days prior to the intended termination date so long as the termination date coincides with the end of or is after the Initial Term. The date specified in such notice is referred to as the Expiration Date (“Expiration Date”). If the Expiration Date shall be other than the last day of a calendar month, then this Agreement shall terminate on the last day of the month in which the thirty (30) days anniversary of the written notice occurs.

If STARTUPHQ is unable to deliver possession of the Premises on the Start Date, such date shall be extended to the date on which possession is made available to CLIENT. If STARTUPHQ is unable to deliver possession within five (5) calendar days after agreed Start Date, CLIENT may terminate this Agreement by giving written notice to STARTUPHQ, and shall be refunded all rent and security deposit paid.

3.                  PAYMENTS:

A.    CLIENT agrees to pay all Standard Monthly Lease fees and other applicable Additional Service fees (hereinafter collectively referred to as "Fee Payments") as specified on Application Form of this Agreement and/or any other fees incurred during each month as agreed between CLIENT and STARTUPHQ.

B.    All Fee Payments and any and all other monetary obligations of CLIENT to STARTUPHQ under the terms of this Agreement (except for the Security Deposit) are deemed to be rent.

C.    All Fee Payments are payable on the 1st day of each month, and are delinquent on the 7th day of each calendar month. In the event there are more than one delinquent payment during the Term, STARTUPHQ may assess a late charge fee equal to 5% of such Fee Payments due and payable at its sole discretion.

D.       If Start Date falls on any day other than the first day of the month, the Standard Monthly Leasing Fee shall be prorated based on a 30-day period.

E.    As a condition of this Agreement, CLIENT must provide valid bank account details or credit card information (“Payment Details”) to STARTUPHQ by filling out a Payment Details section of the Application Form, attached herein as STARTUPHQ APPLICATION FORM. CLIENT authorizes STARTUPHQ to use CLIENT'S Payment Details for the payment of all Fee Payments and any additional services ordered by CLIENT, including credit card processing fees. Additionally, STARTUPHQ hereby reserves the right to charge CLIENT’S Payment Details for any and all losses or damages to the conference rooms, private offices, cubicles and/or any other portion of the Property caused by CLIENT or CLIENT'S invitees.

4.              SECURITY DEPOSIT:

CLIENT agrees to pay the Security Deposit as specified on the Application Form of this Agreement. All or any portion of the Security Deposit may be used, as reasonably necessary, to: (1) cure CLIENTs default in its Fee Payments, Late Charges, NSF fees, or other sums due: (2) repair damage, excluding ordinary wear and tear, caused by CLIENT or CLIENT'S invitees and/or licensees and (3) replace or return personal property or appurtenances. SECURITY DEPOSIT SHALL NOT BE USED BY CLIENT IN LIEU OF PAYMENT OF LAST MONTH'S FEE PAYMENTS. Within sixty (60) days after CLIENT vacates the Premises, STARTUPHQ shall (1) furnish CLIENT an itemized statement indicating the amount of any Security Deposit received and the basis for its disposition, and (2) return any remaining portion of Security Deposit to CLIENT. No interest will be paid on security deposit, unless required by law.

5.              CONDITION OF PREMISES:

On the Start Date, or upon CLIENT moving in, whichever comes first, CLIENT will be asked to sign an inventory of all accommodations, furniture and equipment to be delivered to CLIENT under the terms of this Agreement. CLIENT shall examine the Premises and all listed accommodations, furniture, equipment, and fixtures. CLIENT shall provide STARTUPHQ a list of items that are damaged, or not in operable condition, within three (3) business days after delivery of the inventory.

6.              UTILITIES:

STARTUPHQ agrees to pay for internet, water, gas, light, power, trash disposal and janitorial services. If at any time, at STARTUPHQ's sole discretion, it is determined that CLIENT is using a disproportionate amount of internet, water, electricity or other commonly metered utilities, or that CLIENT is generating such a large volume of trash as to require an increase in the size of dumpster and/or an increase in the number of times per month that the dumpster is emptied, then STARTUPHQ may increase CLIENTs Monthly Payment by an amount equal to such increased costs. A disproportionate amount typically is a total monthly utility bill that exceeds $0.15 per square foot.

7.              RULES/REGULATIONS:

CLIENT agrees to comply with all rules and regulations of STARTUPHQ which are at any time posted on the Property or delivered to CLIENT. CLIENT, and/or CLIENT’S invitees, shall not disturb, annoy, endanger, or interfere with other occupants of the building or neighbors, or use the Property or the Premises for any unlawful purposes, or violate any law or ordinance, or commit a waste or nuisance on or about the premises. CLIENT acknowledges that they have received the most recent version of the Rules and Regulations, and that version, and all future versions, are incorporated herein as part of this Agreement.

CLIENT may be assigned a maximum of one (1) employee per Workstation as specified on the Application Form of this Agreement. If, at any time, the number of people sharing the Premises exceeds the maximum number of workstations assigned under this Agreement, STARTUPHQ may charge a supplemental fee, as additional rent, for each additional person equal to the rent of a workstation per person. You must only use the Premises for office purposes, and only for the business stated in this Agreement or subsequently agreed to with STARTUPHQ. Office use of a "retail" nature, involving frequent visits by members of the public, is not permitted. CLIENT must not carry on a business which competes with STARTUPHQ's business of providing serviced office accommodations. CLIENT shall not use the name "STARTUPHQ" in any way in connection with its business.

8.              MAINTENANCE:

CLIENT shall properly use, operate, and safeguard STARTUPHQ's property, including but not limited to furniture, furnishings, appliances, and all mechanical, electrical, gas and plumbing fixtures, and keep them clean and sanitary. CLIENT shall immediately notify STARTUPHQ, in writing, of any problem, malfunction or damage to any area within the Premises and/or Property. CLIENT shall pay for all repairs or replacements caused by CLIENT, or CLIENT'S invitees, excluding ordinary wear and tear. CLIENT shall pay for all damage to the Premises and/or Property as a result of CLIENT'S failure to report a problem in a timely manner.

9.              ALTERATIONS:

CLIENT shall not make any alterations in or about the Premises and/or Property, without the prior written consent of STARTUPHQ’s authorized agent, including: painting, wallpapering, adding or changing locks, installing antenna or satellite dish, placing signs, displays or exhibits, or using screws, fastening devices, large nails or adhesive materials. Additionally, CLIENT shall not install cabling, IT or telecom connections without the advanced written consent of STARTUPHQ's authorized agent, which may be withheld at STARTUPHQ's sole discretion.

10.            ENTRY:

CLIENT shall make the Premises available to STARTUPHQ, or its representatives, for the purpose of making necessary or agreed repairs, decorations, alterations, or improvements, or to supply necessary or agreed services, or to show Premises to prospective or actual purchasers, clients, mortgages, lenders, appraisers, or contractors. STARTUPHQ and CLIENT agree that twenty-four (24) hours notice (oral or written) shall be reasonable and sufficient notice. In an emergency, STARTUPHQ, or its representatives, may enter the Premises at any time without prior notice.

11.            CLIENT'S OBLIGATIONS UPON VACATING  PREMISES:

Upon termination of this Agreement, CLIENT shall: (a) give STARTUPHQ all copies of all keys or opening devices to the Premises and/or Property, including any common areas; (b) vacate the Premises and Property and surrender it to STARTUPHQ empty of all persons: (c) vacate any/all parking and/or storage space(s); (d) deliver all accommodations and the Premises to STARTUPHQ in the same condition as received by CLIENT (reasonable wear and tear excepted); and (e) agree that all improvements installed by CLIENT, with or without STARTUPHQ's consent, become the property of STARTUPHQ upon termination.

Any personal property of CLIENT which remains in the Premises after termination of this Agreement may, at option of STARTUPHQ, be deemed to have been abandoned by CLIENT and may either be retained by STARTUPHQ as its own property or be disposed of without accountability in any such manner as STARTUPHQ may see fit. This paragraph 11 shall constitute a waiver by CLIENT of any rights afforded by California Civil Code sections 1980 through 1991.

12.            NO RIGHT TO HOLDOVER:

CLIENT has no right to retain possession of the Premises, or any portion thereof, beyond the expiration or earlier termination of this Agreement. In the event that CLIENT holds over, the Fee Payments shall be increased to 150% of the Fee Payments applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by STARTUPHQ to any holding over by CLIENT.

13.           INSURANCE AND WAIVER/RELEASE:  CLIENTS personal property and vehicles are not insured by STARTUPHQ against loss or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts, or any other cause. CLIENT specifically acknowledges, and this waiver/release clause further applies, to the fact that the nature of this Agreement is for private suites on a floor(s) shared with others, and therefore only CLIENT, and not STARTUPHQ, is responsible for all of CLIENT'S personal property, business documents, equipment, office supplies, and any other items kept within the Premises and/or Property, and CLIENT specifically waives all claims relating to its personal and business property, and specifically releases STARTUPHQ from all such liability. CLIENT agrees to carry CLIENT’S own insurance policy (Personal Property Insurance) to protect CLIENT from any risk of loss, and is to name STARTUPHQ as an additional insured. Additionally, CLIENT must obtain, and maintain in effect through the term of this Agreement, a commercial general liability insurance policy providing continuous coverage in the amount of at least $1,000,000 per occurrence, and $2,000,000.00 in the aggregate, which names STARTUPHQ as an additional insured. CLIENT agrees to provide endorsed certificates of insurance, in which STARTUPHQ is named as an additional insured, prior to taking possession under this Agreement, regardless of the Start Date, and upon renewal of that insurance. The limits of insurance carried by CLIENT shall not, however, limit the liability of CLIENT, nor relieve CLIENT, of any obligation hereunder. If at any time while in possession of the Premises CLIENT is unable to produce evidence of its insurance required hereunder, STARTUPHQ may provide CLIENT with a notice of breach, and allow CLIENT five (5) days to cure said breach.

14.                  INDEMNITY & LIMITATION OF LIABILITY: CLIENT shall indemnify, protect, defend and hold harmless STARTUPHQ and its agents, managers, invitees, members, partners and lenders ("Indemnitees"), from and against any and all claims, loss of rents, damages, personal injuries, liens, judgments, penalties, costs (including reasonable attorneys' and consultants' fees), actual out of pocket expenses and/or liabilities arising out of, involving, or in connection with, the use or occupancy of the Premises and/or Property by CLIENT or CLIENT'S invitees, including any alleged act, failure to act or negligence of Indemnitees, excluding claims arising from the sole gross negligence and willful misconduct of STARTUPHQ or its employees. Further, STARTUPHQ shall not be liable for any damage or injury to CLIENT or any CLIENT'S invitees, or any damages to the property or any loss of personal property of CLIENT or CLIENT's invitees, occurring within the Premises and/or any part of the Property, excluding claims arising from the sole gross negligence and willful misconduct of STARTUPHQ or its employees. In addition, STARTUPHQ is not liable for any loss or damage to CLIENT'S vehicles, and/or the vehicles of CLIENT'S invitees, due to fire, theft, vandalism, rain, water, criminal or negligent acts, or any other cause while parked on the Property, excluding claims arising from the sole gross negligence and willful misconduct of STARTUPHQ or its employees. Each party waives the right of subrogation against the other party. STARTUPHQ'S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL RENT AND FEES PAID BY CLIENT TO STARTUPHQ PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL STARTUPHQ BE LIABLE TO CLIENT OR CLIENT'S INVITEES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LAW. The provisions of this paragraph 14 shall survive the expiration or earlier termination of this Agreement.

15.        ATTORNEYS' FEES:

If any Party brings an action or proceeding to enforce the terms of this Agreement involving the premises, the prevailing party in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. 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. In addition, the prevailing party shall be entitled to reasonable attorneys' fees, actual, out of pocket costs and expenses incurred in the preparation and service of notices of default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such default or resulting breach ($200 is a reasonable minimum per occurrence for such services and consultation).

16.          NON-SOLICITATION CLAUSE:

CLIENT shall not, during the term of this Agreement, and for a period of six (6) months afterwards, directly or indirectly,

a)  hire, solicit, entice, recruit, or otherwise seek to induce any employee or independent contractor of STARTUPHQ to terminate their employment or violate any agreement with, or duty to, STARTUPHQ for any reason.

b)   hire, solicit, entice, recruit, or otherwise seek to induce any employee or prospective client of the other tenants of STARTUPHQ ("Other Tenant") to terminate

their employment or violate any agreement with, or duty to, the Other Tenant.

17.   LESSOR’S TERMINATION RIGHTS:

If you fail, or if we suspect that you have failed, to comply with any of the provisions of this Agreement or any other STARTUPHQ policies, rules or guidelines, or at any other time when we in our discretion see fit to do so, we may, at our sole discretion, terminate this Agreement with immediate effect and possibly without prior notice to you.

Notwithstanding anything in this Agreement to the contrary, if STARTUPHQ determines, in its sole discretion, to perform a Major Rehabilitation (as defined below), then STARTUPHQ shall have the right to terminate this Agreement by giving CLIENT written notice at least one (1) month prior to the effective date of such termination. As used in this Agreement a “Major Rehabilitation” means any renovations, repairs or other work the cost of which is reasonably estimated to exceed $100,000 and where, in order to complete such work, STARTUPHQ determines in its sole discretion that it is infeasible for CLIENT to remain in the occupancy of the Premises.

18.   ENTIRE CONTRACT:

Time is of essence. All prior agreements between CLIENT and STARTUPHQ are incorporated in this Agreement, which constitutes the entire contract. This Agreement, together with the attached STARTUPHQ APPLICATION FORM, is intended as a final expression of the parties' agreement, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable, such provisions shall be modified to the minimum extent necessary to make such provisions enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall continue in full force and effect to the extent the economic benefits conferred upon the parties by this Agreement remain substantially unimpaired.