Preview
zhan Li, a.k.a. Daniel Dezhan Li, SBN 226782
MagStone Law, LLP
415 S Murphy Ave
Sunnyvale, CA 94086
Tel: (650) 513 2555 ext. 121
Fax: (408) 834-7778
E-Mail: dli@magstonelaw.com
Attorney for Plaintiff
GEIRINA Tasman, LLC
THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA
UNLIMITED URISDICTION
GEIRINA Tasman, LLC, a California limited No.:
liability company,
Plaintiff, COMPLAINT FOR BREACH OF
10 V. LEASE
11 X Hub For IOT Innovation Inc., a Delaware (Amount demanded exceeds $25,000)
corporation; and DOES 1| through 50,
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Defendants.
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alleges as follows:
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At all times mentioned herein, plaintiff GEIRINA Tasman, LLC (“Landlord”) was and
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now is a California limited liability company in good standing and qualified to do business in the State
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of California.
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Plaintiffis the owner of the building located at 250 W Tasman Drive, in the City of San
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Jose, County of Santa Clara, California (the “Building”).
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Plaintiff is informed and believes and thereupon alleges that defendant X Hub For IOT
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Innovation Inc. (“Tenant” or “Assignee”) is a Delaware corporation doing business in the State of
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California.
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The true names and capacities of defendants DOES 1 through 50, are unknown to
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omplaint for Breach of Lease
plaintiff who therefore sues said defendants by such fictitious names pursuant to Section 474 of the
California Code of Civil Procedure.
5 Plaintiff is informed and believes, and thereon alleges, that defendants sued herein as
DOES are responsible in some manner for the practices, acts, conduct, and occurrences alleged herein,
as co-conspirators, aiders and abettors, officers, directors, agents, employees, alter-ego and/or joint
venturers with the knowledge, control, authority, direction, and/or ratification of the other defendants,
and each of them. Plaintiff will seek leave of the Court to amend this Complaint to allege the true
names and capacities of the DOE defendants, and the roles they played, once their identities and/or
manner of participation in the wrongful conduct herein described is ascertained.
10 6 On or about August 31, 2017, Landlord and the original tenant Shenzhen Association of
11 Internet of Things (“Original Tenant” or “Assignor’”’) entered into a Lease (the “Lease”) for certain
12 premises in the Building. A true and correct copy of the Lease is attached hereto as Exhibit 1 and
13 incorporated herein by this reference. That certain premises (the “Premises”) are depicted in Exhibit A
14 to the Lease. The Premises are commonly known as 250 W. Tasman Dr., Suite # 180, San Jose, CA.
15 7 On or about August 13, 2018, Original Tenant/Assignor assigned its right, title and
16 interest in the Lease and Security Deposit $29,850.00 to Tenant/Assignee, and Tenant/Assignee
17 assumed and agreed to perform each and every obligation of Assignor under the Lease. Landlord
18 consented to the assignment. A true and correct copy of Lease Assignment is attached hereto as
19 Exhibit 2 and incorporated herein by this reference.
20 8 Tenant/Assignee entered into possession of the Premises under the terms and conditions
21 of the Lease, as assigned, and continued to occupy the Premises until the Lease expired on September
22 20, 2022.
23 9 Under the terms of the Lease, Tenant shall pay to Landlord Basic Rent (a) $20,900.00
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Complaint for Breach of Lease
per month for the period from September 21, 2019 to September 20, 2020, (b) $21,400.00 per month
for the period from September 21, 2020 to September 20, 2021, and (c) $22,000. 00 per month for the
period from September 21, 2021 to September 20, 2022. Basic Rent shall be due and payable in
advance on the first day of each calendar month.
10. Under the terms of the Lease, Tenant shall pay to Landlord, as additional rent, Tenant’s
Share of all Operating Expenses. For the period from February 21, 2020 to September 20, 2022,
Tenant shall pay Operating Expenses $6,800.00 per month in advance, concurrently with payments of
Basic Rent. Tenant’s Share of electricity expenses was billed and paid separately.
11. Basic Rent, Operating Expenses, and additional sums payable under the Lease are
10 referred to as “Rent.”
11 12. From the beginning of the term of the Lease, Basic Rent and Tenant’s Share of
12 Operating Expenses (except electricity expenses) were paid on the 20th day of a calendar month for the
13 period from the 21st day of that calendar month to the 20th day of the next calendar month. Landlord
14 accepted such payments without any objection.
15 13. Tenant breached the Lease by failure to pay Rent due under the Lease.
16 14. Landlord has duly performed all of its obligations under the Lease.
17 15. Landlord suffered damages proximately caused by Tenant’s breach of the Lease.
18 16. Since February 20, 2020, Tenant has only paid (a) $30,000 on February 20, 2021; and
19 (b) Tenant’s Share of electricity expenses (other than $3,854.89 due on September 10, 2020 and
20 $4,022.31 due on September 10, 2022).
21 17. Security Deposit $29,850.00 was applied to pay Rent as follows: (a) $27,700.00 to Rent
22 due on February 20, 2020; and (b) $2,150.00 to Rent due on March 20, 2020.
23 18. The $30,000 paid on February 20, 2021 was applied to pay Rent as follows: (a)
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Complaint for Breach of Lease
$25,550.00 to Rent due on March 20, 2020; and (b) $4,450.00 to Rent due on April 20, 2020.
19. As of August 18, 2023, Tenant has not paid $818,050 for Basic Rent and Operating
Expenses, and $7,877.20 for separately billed electricity expenses. The sum of these items is
$825,927.20.
20. Pursuant to Section 4.5 of the Lease, Tenant shall pay “a late charge in the amount
equal to the greater of five percent (5%) of the amount due or One Hundred Dollars ($100.00),
provided that Landlord shall waive the payment of said late charge for the initial two (2) delinquent
payments of Basic Rent or Operating Expenses Rent by Tenant during the Term.” The late charges due
and payable are at least ($825,927.20 - $20,900.00 - $6,800.00) * 5% = $39,911.36.
10 21. Pursuant to Section 4.5 of the lease, the tenant shall pay “interest at a rate of eight
11 percent (8%) per annum or the highest rate permitted by law from the date due until paid”. Pursuant to
12 Civil Code Section 3289(b), the prejudgment interest rate shall be 10 percent per annum after a breach.
13 As of August 18, 2023, the total interest due is $179,747.96.
14 22. Pursuant to Section 13.4 of the Lease, “Should either Landlord or Tenant bring any
15 action in connection with this Lease, the prevailing party shall be entitled to recover as a part of the
16 action its reasonable attorneys’ fees, and all other reasonable costs.”
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18 WHEREFORE, plaintiff prays judgment against defendants, and each of them, as follows:
19 23. For damages, including past-due Basic Rent, Operating Expenses, and electricity
20 expenses, in the total amount of $825,927.20;
21 24. For interest on damages at the rate of 10 percent per annum from the due date of each
22 payment under the Lease, in the amount of $179,747.96 (as of August 18, 2023) plus $226.28 per day
23 from August 18, 2023 to the date of entry of judgment;
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Complaint for Breach of Lease
or late charges $39,911.36;
For costs of suit incurred herein, including reasonable attorney fees; and
For such other and further relief as the court may deem just and proper.
MagStone Law, LLP
Dated: 8/18/2023 LID
Dezhan Li, a.k.a. Daniel Dezhan Li
Attorney for Plaintiff AI Factory, LLC
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omplaint for Breach of Lease
Exhibit 1
LEASE
BETWEEN
GEIRINA TASMAN LLC
AND
Shenzhen Association of Internet of Things (i&3)I|
Thi HgIBeh 4 RELL
AN ZF hee)
LEASE
(Short Form)
THIS LEASE is made as of the _31st_day of_August_, 2017, by and between GEIRINA TASMAN LLC,
a California limited liability company, hereafter called "Landlord," Shenzhen Association of
Internet of Things, a non-governmental organization, hereafter called "Tenant."
ARTICLE 1. BASIC LEASE PROVISIONS
Each reference in this Lease to the "Basic Lease Provisions" shall mean and refer to the following
collective terms, the application of which shall be governed by the provisions in the remaining
Articles of this Lease.
1. Tenant's Trade Name: Shenzhen Association of Internet of Things (VEHIITH
YOR A 4 RELL A Di,
Flies)
2. Premises: 250 W Tasman Building
3. Address of Building: 250 W Tasman Dr , San Jose, CA
Project Description: Champion Stations (as shown on Exhibit Y to this Lease)
3. Use of Premises: Exhibition Hall and General office
4, Commencement Date: September 20th, 2017
5. Lease Term: The Term of the Lease shall expire at midnight on September 20, 2022
6. Basic Rent:
Monthly Rate Per Monthly Basic Ren
Corresponding
Month of Term or Period] Rentable Square (rounded to the
Square footage
Foot nearest dollar)
Commencement Date to
$1.99 10, 000 $19, 900. 00
September 20, 2018
September 21* 2018 to
$2. 04 10, 000 $20, 400. 00
September 20, 2019
September 21" 2019 to
$2. 09 10, 000 $20, 900. 00
September 20, 2020
September 21 2020 to
$2.14 10, 000 $21, 400. 00
September 20, 2021
September 21° 2021 to
$2. 20 10, 000 $22, 000. 00
September 20, 2022
Notwithstanding the above schedule of Basic Rent to the contrary, no Basic Rent shall be due for
the first 4 full months after the Commencement Date. In the event Landlord terminates this
Lease in accordance with the terms hereof following a Default by Tenant at any time during the
Term, the unamortized portion (base
d on the then remaining months of the
term) of such abated
Basic Rent shall be immediately due
and payable. Basic Rent and Operative
expense shall be
abated during the Abatement Period
and all other additional rent and other
costs and charges
specified in this Lease shall remain as due
and payable pursuant to the provisions
of this Lease.
7. Expense Recovery Period: Every twelve-month perio
d during the Term (or portion thereof
during the first and last Lease years) ending
December 31.
8. Security Deposit: $29,850.00
9. Broker(s): None
11 Parking: 2 exclusive vehicle parking spaces in accordance with the provisions set forth in
Exhibit F to this Lease.
12. Address for Payments and Notices:
LANDLORD
Payment Address: 250 W Tasman Dr Suite
100, San Jose, CA 95134
Notice Address: 250 W Tasman Dr Suite 100,
San Jose, CA 95134
TENANT
Payment Address: China Academy of Science
& Technology Develo pment Incubator Building
801,
High Tech South First Avenue, Nanshan District,
Shenzhen, China
Notice Address: China Academy of Science &
Technology Development Incubator Building 801,
High Tech South First Avenue, Nanshan District, Shenzh
en, China
13. Additional Provisions. The provisions of EXHIBI
T G attached hereto are hereby incorporated
into and made a part of this Lease,
14. Tenant’s Percentage Share: 11.8%. Based
upon a Premises of 10,000 rentable square feet in
a
Building of 84500 rentable square feet, where
the Premises is located within the Project.
LIST OF LEASE EXHIBITS:
Exhibit A Description of Premises
Exhibit B Operating Expenses
Exhibit C Utilities and Services
Exhibit D Tenant's Insurance
Exhibit E Rules and Regulations
Exhibit F Parking
Exhibit G Additional Provisions
Exhibit H Landlord's Disclosures
Exhibit X Work Letter
Exhibit Y Project Description
ARTICLE 2. PREMISES
2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the Premises
shown in Exhibit A (the "Premises"), containing approximately the floor area set forth in Item 8 of
the Basic Lease Provisions (the "Floor Area"). The Premises are located in the building identified
in Item 2 of the Basic Lease Provisions (the "Building"), which is a portion of the project described
in Item 2 (the "Project").
ARTICLE 3. Terms
The Term of the Lease shall commence at September 20th, 2017 and shall expire at midnight on
September 20, 2022
ARTICLE 4. RENT AND OPERATING EXPENSES
4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord without
deduction or offset a Basic Rent for the Premises in the total amount shown (including
subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions (the "Basic Rent"). If the
Commencement Date is other than the first day of a calendar month, any rental adjustment
shown in Item 6 shall be deemed to occur on the first day of the next calendar month following
the specified monthly anniversary of the Commencement Date. The Basic Rent shall be due and
payable in advance commencing on the Commencement Date and continuing thereafter on the
first day of each successive calendar month of the Term, as prorated for any partial month. No
demand, notice or invoice shall be required. An installment in the amount of 1 full month's Basic
Rent at the initial rate specified in Item 6 of the Basic Lease’ Provisions shall be delivered to
Landlord concurrently with Tenant's execution of this Lease.
4.2. OPERATING EXPENSES RENT. Tenant shall pay Tenant's Percentage Share of Operating
Expenses in accordance with Exhibit B of this Lease.
4.3 SALES TAX. Only if and to the extent actually charged by any applicable governmental or
quasi-governmental authority, Tenant agrees to pay to Landlord, concurrently with Tenant’s
payments under this Lease, all taxes (including, without limitation, sales tax), or other charges,
that are imposed upon any payment to be made by Tenant to Landlord under this Lease
(collectively, “Rent Taxes”). Notwithstanding anything contained in the Lease to the contrary, in
no event shall Tenant be responsible for any income, profit, capital, franchise, excise, corporate,
estate, levy, gift, inheritance or transfer tax of any kind relating to or payable by Landlord or any
late payment or fee imposed in connection therewith, whetheras Rent or Additional Rent.
4.4 ADDITIONAL RENT. All sums of money as shall become due and payable by Tenant to
Landlord under this Lease, including, without limitation, Rent Taxes and Operating Expenses shall
be deemed “Additional Rent,’ which Tenant shall be obligated to pay without offset, charge,
deduction or delay, except as specifically provided in this Lease. Landlord shall have the same
remedies for default in the payment of Additional Rent as are available to Landlord in the case of
a default in the payment of Basic Rent. All Basic Rent, Operating Expenses, Additional Rent and
additional sums payable hereunder are sometimes collectively referred to as “Rent.”
4.5 LATE FEE/DEFAULT INTEREST. Any installment of Rent not paid when due and payable shall
bear interest at a rate of eight percent (8%) per annum or the highest rate permitted by law from
the date due until paid and shall also be subject to a late charge in the amount equal to the
greater of five percent (5%) of the amount due or One Hundred Dollars ($100.00), provided that
Landlord shall waive the payment of said late charge for the initial two (2) delinquent payments
of Basic Rent or Operating Expenses Rent by Tenant during the Term. In the event any check,
bank draft or negotiable instrument given for any payment under this Lease shall be dishonored
at any time for any reason whatsoever not attributable to Landlord, Landlord shall be entitled, in
addition to any other remedy that may be available, to an administrative charge of two hundred
fifty dollars ($250.00).
4.6 FIRST MONTH’S RENT. The Basic Rent installment due for the first full calendar month in
which Basic Rent is due (plus any partial month occurring at the beginning of the Lease Term) and
the Security Deposit shall be delivered to Landlord by Tenant simultaneously with Tenant’s
delivery to Landlord of its signature(s) to this Lease.
4.7 SECURITY DEPOSIT. Concurrently with Tenant's delivery of this Lease, Tenant shall deposit
with Landlord the sum, if any, stated in Item 9 of the Basic Lease Provisions (the "Security
Deposit"), to be held by Landlord as security for the full and faithful performance pf Tenant's
obligations under this Lease, to pay any rental sums, including without limitation such additional
rent as may be owing under any provision hereof, and to maintain the Premises as required by
this Lease. Upon any breach of the foregoing obligations by Tenant, Landlord may apply all or part
of the Security Deposit as full or partial compensation. If any portion of the Security Deposit is so
applied. Tenant shall within 5 days after written demand by Landlord deposit cash with Landlord
in an amount sufficient to restore the Security Deposit to its original amount. 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. In no event may Tenant utilize all or any portion of
the Security Deposit as a payment toward any rental sum due under this Lease. Any unapplied
balance of the Security Deposit shall be returned to Tenant or, at Landlord's option, to the last
assignee of Tenant's interest in this Lease within 30 days following the termination of this Lease
and Tenant's vacation of the Premises. Tenant hereby waives the provisions of Section 1950.7 of
the California Civil Code, or any similar or Successor laws now or hereafter in effect.
ARTICLES 5. USES
5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease
Provisions and for no other use whatsoever. Tenant shall not do or permit anything to be done in
or about the Premises which will in any way interfere with the rights or quiet enjoyment of other
occupants of the Building or the Project, or use or allow the Premises to be used for any unlawful
purpose, nor shall Tenant permit any nuisance in the Premises or the Project. Tenant shall comply
at its expense with all present and future laws, ordinances and requirements of all governmental
authorities that pertain to Tenant or its use of the Premises, and with all energy usage reporting
requirements of Landlord. As of the date of this Lease, there has been no inspection of the
Building and Project by a Certified Access Specialist as referenced in Section 1938 of the
California Civil Code.
5.2 HAZARDOUS MATERIALS. Tenant shall not generate, handle, store or dispose of hazardous or
toxic materials (as such materials may be identified in any federal, state or local law or regulation)
in the Premises or Project without the prior written consent of Landlord. Tenant acknowledges
that it has read, understands and, if applicable, shall comply with the provisions of Exhibit H to
this Lease, if that Exhibit is attached.
If the Premises or the Project become contaminated in any manner for which Tenant is legally
liable, or if the Premises otherwise become affected by any release or discharge of a Hazardous
Substance, Tenant shall immediately notify Landlord of the release or discharge of the Hazardous
Substance, and Tenant shall indemnify, defend and hold harmless Landlord from and against any
and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without
limitation, a decrease in value of the Project or the Premises, damages caused by loss or
restriction of rentable or usable space, or any damages caused by adverse impact on marketing
of the space, and any and all sums paid for settlement of claims, attorneys’ fees and expenses at
all levels, consultant fees and expert fees) arising during or after the Term of this Lease and
arising as a result of such contamination, release or discharge. This indemnification includes,
without limitation, any and all costs incurred because of any investigation of the site or any
cleanup, removal or restoration mandated by federal, state or local agency or political subdivision.
This provision of this Section 5.2 shall survive termination of this Lease.
ARTICLES 6. LANDLORD SERVICES
6.1. UTILITIES AND SERVICES. Landlord and Tenant shall be responsible to furnish those utilities
and services to the Premises to the extent provided in Exhibit C, subject to the conditions and
payment obligations and standards set forth in this Lease. Landlord's failure to furnish, or any
interruption, diminishment or termination of, services due to the application of laws, the failure
of any equipment, the performance of repairs, improvements or alterations, utility interruptions
or the occurrence of an event of force majeure (defined in Section 20.8) shall not render Landlord
liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent,
nor relieve Tenant from the obligation to fulfill any covenant or agreement.
6.2, OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall
operate all Common Areas within the Building and the Project. The term "Common Areas" shall
mean all areas within the Building, Project and other buildings in the Project which are not held
for exclusive use by persons entitled to occupy space.
6.3. USE OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the use of
the Common Areas in common with Landlord and with all others for whose convenience and use
the Common Areas may be provided by Landlord, subject, however, to compliance with Rules
and Regulations described in Article 17 below. Landlord shall at all times during the Term have
exclusive control of the Common Areas, and may restrain or permit any use or occupancy.
Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and/or
alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other
reasonable purpose.
6.4 LANDLORD’S CONTROL. Landlord has the right to: (a) establish and enforce reasonable rules
and regulations applicable to all tenants concerning the maintenance, management, use and
operation of the Common Areas, the initial rules and regulations are attached to the Lease as
Exhibit E; (b) close, if necessary, any of the Common Areas to prevent dedication of any of the
Common Areas or the accrual of any rights of any person or of the public to the Common Areas;
(c) close temporarily any of the Common Areas for maintenance purposes; (d) select a person,
firm or corporation, which may be an entity related to Landlord, to maintain and operate any of
the Common Areas; and (e) designate other lands outside the exterior boundaries of the Project
to become part of the Common Areas. Notwithstanding the provisions of this paragraph, in
exercising its rights hereunder, Landlord shall provide Tenant with a means of reasonable access
to and from the Premises.
ARTICLE 7. REPAIRS AND MAINTENANCE
7.1. TENANT'S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Tenant at its sole
expense shall make all repairs necessary to keep the Premises and all improvements and fixtures
therein in good condition and repair, excepting ordinary wear and tear. Tenant's maintenance
obligation shall include without limitation all appliances, interior glass, doors, door closures,
hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment
installed in the Premises, together with any supplemental HVAC equipment servicing only the
Premises. Should Landlord or its management agent agree to make a repair on behalf of Tenant
and at Tenant's request. Tenant shall promptly reimburse Landlord as additional rent for all
reasonable costs incurred (including the standard supervision fee) upon submission of an invoice.
7.2. LANDLORD'S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall
provide service, maintenance and repair with respect to the heating, ventilating and air
conditioning ("HVAC") equipment of the Building (exclusive of any supplemental HVAC
equipment servicing only the Premises) and shall maintain in good repair the Common Areas,
roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (including
exterior glass), and the structural, electrical, mechanical and plumbing systems of the Building
(including elevators, if any, serving the Building), except to the extent provided in Section 7.1
above. Notwithstanding any provision of the California Civil Code or any similar or successor laws
to the contrary. Tenant understands that it shall not make repairs at Landlord's expense or by
rental offset. Except as provided in Section 11.1 and Article 12 below, there shall be no
abatement of rent and no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations or improvements to any
portion of the Building, including repairs to the Premises, nor shall any related activity by
Landlord constitute an actual or constructive eviction. Tenant hereby waives any and all rights
under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California
Civil Code, or any similar or successor laws now or hereafter in effect.
7.3. ALTERATIONS. Tenant shall make no alterations, additions, decorations, or improvements
(collectively referred to as "Alterations") to the Premises without the prior written consent of
Landlord . Landlord may impose, as a condition to its consent, any requirements that Landlord in
its discretion may deem reasonable or desirable. Tenant shall use Landlord's designated
mechanical and electrical contractors, obtain all required permits for the Alterations and shall
perform the work in compliance with all applicable laws, regulations and ordinances with
contractors reasonably acceptable to Landlord. Landlord shall be entitled to a supervision fee in
the amount of 5% of the cost of the Alterations. Landlord may elect to cause its architect to
review Tenant's architectural plans, and the reasonable cost of that review shall be reimbursed by
Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the
floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built
drawings and CAD disks compatible with Landlord's systems. Unless Landlord otherwise agrees in
writing, all Alterations affixed to the Premises, including without limitation all Tenant
Improvements constructed pursuant to the Work Letter (except as otherwise provided in the
Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of
Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord
may, by notice to Tenant given at least 30 days prior to the Expiration Date, require Tenant to
remove by the Expiration Date, or sooner termination date of this Lease, all or any Alterations
(including without limitation all telephone and data cabling) installed either by Tenant or by
Landlord at Tenant's request (collectively, the "Required Removables"). In connection with its
removal of Required Removables, Tenant shall repair any damage to the Premises arising from
that removal and shall restore the affected area to its pre-existing condition, reasonable wear
and tear excepted.
7.4. MECHANIC'S LIENS. Tenant shall keep the Premises free from any liens arising out of any
work performed, materials furnished, or obligations incurred by or for Tenant. In the event that
Tenant shall not, within 15 days following the Imposition of any lien, cause the lien to be released
of record by payment or posting of a proper bond in accordance with California Civil Code Section
8424 or any successor statute, Landlord shall have,; in addition to all other available remedies,
the right to cause the lien to be released by any means it deems proper, including payment of or
defense against the claim giving rise to the lien. All expenses so incurred by Landlord shall be
reimbursed by Tenant promptly following Landlord's demand. Tenant shall give Landlord ho less
than 20 days' prior notice in writing before commencing construction of any kind on the
Premises.
7.5. ENTRY AND INSPECTION. Landlord shall at all reasonable times and with reasonable prior
verbal notice, except in emergencies or to provide Building services, have the right to enter the
Premises to inspect them, to supply services in accordance with this Lease, to make repairs and
renovations as reasonably deemed necessary by Landlord, and to submit the Premises to
prospective or actual purchasers or encumbrance holders (or, during the final twelve months of
the Term or when an uncured Default exists, to prospective tenants), all without being deemed to
have caused an eviction of Tenant and without abatement of rent except as provided elsewhere
in this Lease.
ARTICLES 8. ASSIGNMENT AND SUBLETTING
8.1 PROHIBITION AND CONSENT PROCESS. Tenant shall not, directly or indirectly, assign,
transfer or encumber any interest in this Lease or allow any third party to use any portion of the
Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, and further provided that Tenant is not in
default under the Lease at the time of such request. Tenant agrees that it is not unreasonable for
Landlord to withhold consent to a Transfer to a proposed assignee or subtenant who is an
existing tenant or occupant of the Building or Project or to a prospective tenant with whom
Landlord or Landlord's affiliate has been actively negotiating. Any attempted Transfer in violation
of this Article shall be a Default by Tenant and shall, at Landlord's option, be void. Within 10
business days after receipt of executed copies of the transfer documentation and such other
information as Landlord may request, Landlord shall either: (a) consent to the Transfer by
execution of a consent agreement in a form reasonably designated by Landlord; or (b) refuse to
consent to the Transfer. In no event shall any Transfer release or relieve Tenant from any
obligation under this Lease, as same may be amended. Tenant shall pay Landlord a review fee of
$2,000.00 for Landlord's review of any requested Transfer. Tenant shall pay Landlord, as
Additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a
Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and
Term covered by the Transfer. If Tenant is in Default, Landlord may require that all sublease
payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in
the amount of the payments received by Landlord.
8.2 PERMITTED SUBLEASE. Tenant may sublet all or portion of the premises without the consent
of the Landlord, provided that all of the following conditions are satisfied (a “PERMITTED
SUBLEASE”): (i)Tenant is not then in Default hereunder; (ii)Tenants gives Landlord written notice
prior to such Permitted Sublease and agrees at all times to remain fully liable and responsible for
performance of Tenant’s obligations under the lease; (iii) Tenant shall not do or permit anything
to be done in or about the Premises which will in any way interfere with the rights or quiet
enjoyment of other occupants of the Building or the Project, the same rules, regulations and any
requirements that consist in this Lease shall also apply to the sublessee.
8.3 Notwithstanding with the above, Tenant shall not sublease any interest of this Lease to
Huawei or ZTE without the prior written consent of Landlord.
ARTICLE 9. INSURANCE AND INDEMNITY
9.1. TENANT'S INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in
effect the insurance described in Exhibit D. Evidence of that insurance must be delivered to
Landlord prior to the Commencement Date.
9.2. TENANT'S INDEMNITY. To the fullest extent permitted by law, but subject to Section 9.4
below. Tenant shall defend, indemnify and hold harmless Landlord and Landlord's agents,
employees, lenders, and affiliates, from and against any and all negligence, claims, liabilities,
damages, costs or expenses arising either before or after the Commencement Date which arise
from or are caused by Tenant's use or occupancy of the Premises, the Building or the Common
Areas of the Project, or from the conduct of Tenant's business, or from any activity, work, or thing
done, permitted or suffered by Tenant or Tenant's agents, employees, subtenants, vendors,
contractors, invitees or licensees in or about the Premises, the Building or the Common Areas of
the Project, or from any Default in the performance of any obligation on Tenant's part to be
performed under this Lease, or from any act, omission or negligence on the part of Tenant or
Tenant's agents, employees, subtenants, vendors, contractors, invitees or licensees. Landlord may,
at its option, require Tenant to assume Landlord's defense in any action covered by this Section
9.2 through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing. Tenant
shall not be obligated to indemnify Landlord against any liability or expense to the extent it is
ultimately determined that the same was caused by the sole negligence or willful misconduct of
Landlord, its agents, contractors or employees.
9.3. LANDLORD'S NONLIABILITY. Landlord shall not be liable to Tenant, its employees, agents and
invitees, and Tenant hereby waives all claims against Landlord, its employees and agents for loss
of or damage to any property, or any injury to any person, resulting from any condition including,
but not limited to, acts or omissions (criminal or otherwise) of third parties and/or other tenants
of the Project, or their agents, employees or invitees, fire, explosion, falling piaster,
steam, gas, electricity, water or rain which may leak or flow from or into any part of the Premises
or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning, electrical works or other fixtures in the Building, whether
the damage or injury results from conditions arising in the Premises or in other portions of the
Building, regardless of the negligence of Landlord, its agents or any and all affiliates of Landlord in
connection with the foregoing. Notwithstanding anything to the contrary contained in this Lease,
in no event shall Landlord be liable for Tenant's loss or interruption of business or income
(including without limitation, Tenant's consequential damages, lost profits or opportunity costs),
or for interference with light or other similar intangible interests.
9.4 RELEASE. Tenant for itself and its heirs, legal representatives, successors and assigns (the
“Releasing Parties”), does hereby fully and forever release, remise, acquit and discharge Landlord
and all its property management agent(s), and their respective partners, managers, members,
officers, directors, employees, agents, attorneys, affiliates, subsidiaries, parents, heirs, legal
representatives, successors and assigns, and each of them (the “Released Parties”), of and from
any and all claims, demands, debts, obligations, liabilities, bonds, notes, guaranties, controversies,
agreements, actions, causes of action, suits, damages (including direct, special, consequential,
remote, foreseeable, unforeseeable, and punitive damages), legal fees and other responsibilities
of any nature or kind whatsoever, at law, in equity, or otherwise, liquidated or unliquidated,
known or unknown, sounding in tort, in contract, or under any other legal theory, or arising
under statute or under any other law or regulation, and whether contingent or matured
(excluding damage and liabilities arising as a result of the Released Parties’ gross negligence or
willful misconduct) which the Releasing Parties now have or has or could have against or
involving the Released Parties, whether heretofore having arisen, or arising hereafter, out of or in
any way in connection with any act or omission or alleged act or omission of any of the released
parties in connection with the Lease, the termination of the Lease, publication of any information
relating to any dispute with Tenant (if any), threats of legal action to obtain possession of the
Premises or otherwise, and the negotiation and execution of this Lease. Nothing in this Section
9.4 shall be construed to relieve Landlord from its ongoing liability under this Lease. The
provisions of this Section 9.4 shall survive the termination of this Lease.
ARTICLE 10. DAMAGE OR DESTRUCTION
10.1, RESTORATION.
(a) If the Building of which the Premises are a part is damaged as the result of an event of
casualty, then subject to the provisions below. Landlord shall repair that damage as soon as
reasonably possible unless Landlord reasonably determines that: (i) the Premises have been
materially damaged and there is less than 1 year of the Term remaining on the date of the
casualty; (ii) any Mortgagee (defined in Section 12.1) requires that the insurance proceeds be
applied to the payment of the mortgage debt; or (iii) proceeds necessary to pay the full cost of
the repair are not available from Landlord's insurance, including without limitation earthquake
insurance. Should Landlord elect not to repair the damage for one of the preceding reasons.
Landlord shall so notify Tenant in the "Casualty Notice" (as defined below), and this Lease shall
terminate as of the date of delivery of that notice.
(b) As soon as reasonably practicable following the casualty event but not later than 60 days
thereafter. Landlord shall notify Tenant in writing ("Casualty Notice") of Landlord's election, if
applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set
forth the anticipated period for repairing the casualty damage. If the anticipated repair period
exceeds 270 days and if the damage is so extensive as to reasonably prevent Tenant's substantial
use and enjoyment of the Premises, then either party may elect to terminate this Lease by
written notice to the other within 10 days following delivery of the Casualty Notice.
(c) In the event that neither Landlord nor Tenant terminates this Lease pursuant to Section
10.1(b), Landlord shall repair all material damage to the Premises or the Building as soon as
reasonably possible and this Lease shall continue in effect for the remainder of the Term. Upon
notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated
by Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance with
respect to any Alterations. Within 15 days of demand. Tenant shall also pay Landlord for any
additional excess costs that are determined during the performance of the repairs to such
Alterations.
(d) From and after the 6th business day following the casualty event, the rental to be paid under
this Lease shall be abated in the same proportion that the Floor Area of the Premises that is
rendered unusable by the damage from time to time bears to the total Floor Area of the
Premises.
(e) Notwithstanding the provisions of subsections (a), (b) and (c) of this Section 10.1, but subject
to Section 9.4, the cost of any repairs shall be borne by Tenant, and Tenant shall not be entitled
to rental abatement or termination rights, if the damage is due to the fault or neglect of Tenant
or its employees, subtenants, contractors, invitees or representatives.
10.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including without
limitation Section 10.1, shall govern any damage or destruction and shall accordingly supersede
any contrary statute or rule of law.
ARTICLE 11. EMINENT DOMAIN
Either party may terminate this Lease if any material part of the Premises is taken or condemned
for any public or quasi-public use under Law, by eminent domain or private purchase in lieu
thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Project which would have a material adverse effect on
Landlord's ability to profitably operate the remainder of the Building. The termination shall be
effective as
Preview
zhan Li, a.k.a. Daniel Dezhan Li, SBN 226782 MagStone Law, LLP 415 S Murphy Ave Sunnyvale, CA 94086 Tel: (650) 513 2555 ext. 121 Fax: (408) 834-7778 E-Mail: dli@magstonelaw.com Attorney for Plaintiff GEIRINA Tasman, LLC THE SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA UNLIMITED URISDICTION GEIRINA Tasman, LLC, a California limited No.: liability company, Plaintiff, COMPLAINT FOR BREACH OF 10 V. LEASE 11 X Hub For IOT Innovation Inc., a Delaware (Amount demanded exceeds $25,000) corporation; and DOES 1| through 50, 12 Defendants. 13 14 alleges as follows: 15 At all times mentioned herein, plaintiff GEIRINA Tasman, LLC (“Landlord”) was and 16 now is a California limited liability company in good standing and qualified to do business in the State 17 of California. 18 Plaintiffis the owner of the building located at 250 W Tasman Drive, in the City of San 19 Jose, County of Santa Clara, California (the “Building”). 20 Plaintiff is informed and believes and thereupon alleges that defendant X Hub For IOT 21 Innovation Inc. (“Tenant” or “Assignee”) is a Delaware corporation doing business in the State of 22 California. 23 The true names and capacities of defendants DOES 1 through 50, are unknown to 24 omplaint for Breach of Lease plaintiff who therefore sues said defendants by such fictitious names pursuant to Section 474 of the California Code of Civil Procedure. 5 Plaintiff is informed and believes, and thereon alleges, that defendants sued herein as DOES are responsible in some manner for the practices, acts, conduct, and occurrences alleged herein, as co-conspirators, aiders and abettors, officers, directors, agents, employees, alter-ego and/or joint venturers with the knowledge, control, authority, direction, and/or ratification of the other defendants, and each of them. Plaintiff will seek leave of the Court to amend this Complaint to allege the true names and capacities of the DOE defendants, and the roles they played, once their identities and/or manner of participation in the wrongful conduct herein described is ascertained. 10 6 On or about August 31, 2017, Landlord and the original tenant Shenzhen Association of 11 Internet of Things (“Original Tenant” or “Assignor’”’) entered into a Lease (the “Lease”) for certain 12 premises in the Building. A true and correct copy of the Lease is attached hereto as Exhibit 1 and 13 incorporated herein by this reference. That certain premises (the “Premises”) are depicted in Exhibit A 14 to the Lease. The Premises are commonly known as 250 W. Tasman Dr., Suite # 180, San Jose, CA. 15 7 On or about August 13, 2018, Original Tenant/Assignor assigned its right, title and 16 interest in the Lease and Security Deposit $29,850.00 to Tenant/Assignee, and Tenant/Assignee 17 assumed and agreed to perform each and every obligation of Assignor under the Lease. Landlord 18 consented to the assignment. A true and correct copy of Lease Assignment is attached hereto as 19 Exhibit 2 and incorporated herein by this reference. 20 8 Tenant/Assignee entered into possession of the Premises under the terms and conditions 21 of the Lease, as assigned, and continued to occupy the Premises until the Lease expired on September 22 20, 2022. 23 9 Under the terms of the Lease, Tenant shall pay to Landlord Basic Rent (a) $20,900.00 24 Complaint for Breach of Lease per month for the period from September 21, 2019 to September 20, 2020, (b) $21,400.00 per month for the period from September 21, 2020 to September 20, 2021, and (c) $22,000. 00 per month for the period from September 21, 2021 to September 20, 2022. Basic Rent shall be due and payable in advance on the first day of each calendar month. 10. Under the terms of the Lease, Tenant shall pay to Landlord, as additional rent, Tenant’s Share of all Operating Expenses. For the period from February 21, 2020 to September 20, 2022, Tenant shall pay Operating Expenses $6,800.00 per month in advance, concurrently with payments of Basic Rent. Tenant’s Share of electricity expenses was billed and paid separately. 11. Basic Rent, Operating Expenses, and additional sums payable under the Lease are 10 referred to as “Rent.” 11 12. From the beginning of the term of the Lease, Basic Rent and Tenant’s Share of 12 Operating Expenses (except electricity expenses) were paid on the 20th day of a calendar month for the 13 period from the 21st day of that calendar month to the 20th day of the next calendar month. Landlord 14 accepted such payments without any objection. 15 13. Tenant breached the Lease by failure to pay Rent due under the Lease. 16 14. Landlord has duly performed all of its obligations under the Lease. 17 15. Landlord suffered damages proximately caused by Tenant’s breach of the Lease. 18 16. Since February 20, 2020, Tenant has only paid (a) $30,000 on February 20, 2021; and 19 (b) Tenant’s Share of electricity expenses (other than $3,854.89 due on September 10, 2020 and 20 $4,022.31 due on September 10, 2022). 21 17. Security Deposit $29,850.00 was applied to pay Rent as follows: (a) $27,700.00 to Rent 22 due on February 20, 2020; and (b) $2,150.00 to Rent due on March 20, 2020. 23 18. The $30,000 paid on February 20, 2021 was applied to pay Rent as follows: (a) 24 Complaint for Breach of Lease $25,550.00 to Rent due on March 20, 2020; and (b) $4,450.00 to Rent due on April 20, 2020. 19. As of August 18, 2023, Tenant has not paid $818,050 for Basic Rent and Operating Expenses, and $7,877.20 for separately billed electricity expenses. The sum of these items is $825,927.20. 20. Pursuant to Section 4.5 of the Lease, Tenant shall pay “a late charge in the amount equal to the greater of five percent (5%) of the amount due or One Hundred Dollars ($100.00), provided that Landlord shall waive the payment of said late charge for the initial two (2) delinquent payments of Basic Rent or Operating Expenses Rent by Tenant during the Term.” The late charges due and payable are at least ($825,927.20 - $20,900.00 - $6,800.00) * 5% = $39,911.36. 10 21. Pursuant to Section 4.5 of the lease, the tenant shall pay “interest at a rate of eight 11 percent (8%) per annum or the highest rate permitted by law from the date due until paid”. Pursuant to 12 Civil Code Section 3289(b), the prejudgment interest rate shall be 10 percent per annum after a breach. 13 As of August 18, 2023, the total interest due is $179,747.96. 14 22. Pursuant to Section 13.4 of the Lease, “Should either Landlord or Tenant bring any 15 action in connection with this Lease, the prevailing party shall be entitled to recover as a part of the 16 action its reasonable attorneys’ fees, and all other reasonable costs.” 17 18 WHEREFORE, plaintiff prays judgment against defendants, and each of them, as follows: 19 23. For damages, including past-due Basic Rent, Operating Expenses, and electricity 20 expenses, in the total amount of $825,927.20; 21 24. For interest on damages at the rate of 10 percent per annum from the due date of each 22 payment under the Lease, in the amount of $179,747.96 (as of August 18, 2023) plus $226.28 per day 23 from August 18, 2023 to the date of entry of judgment; 24 Complaint for Breach of Lease or late charges $39,911.36; For costs of suit incurred herein, including reasonable attorney fees; and For such other and further relief as the court may deem just and proper. MagStone Law, LLP Dated: 8/18/2023 LID Dezhan Li, a.k.a. Daniel Dezhan Li Attorney for Plaintiff AI Factory, LLC 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 omplaint for Breach of Lease Exhibit 1 LEASE BETWEEN GEIRINA TASMAN LLC AND Shenzhen Association of Internet of Things (i&3)I| Thi HgIBeh 4 RELL AN ZF hee) LEASE (Short Form) THIS LEASE is made as of the _31st_day of_August_, 2017, by and between GEIRINA TASMAN LLC, a California limited liability company, hereafter called "Landlord," Shenzhen Association of Internet of Things, a non-governmental organization, hereafter called "Tenant." ARTICLE 1. BASIC LEASE PROVISIONS Each reference in this Lease to the "Basic Lease Provisions" shall mean and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease. 1. Tenant's Trade Name: Shenzhen Association of Internet of Things (VEHIITH YOR A 4 RELL A Di, Flies) 2. Premises: 250 W Tasman Building 3. Address of Building: 250 W Tasman Dr , San Jose, CA Project Description: Champion Stations (as shown on Exhibit Y to this Lease) 3. Use of Premises: Exhibition Hall and General office 4, Commencement Date: September 20th, 2017 5. Lease Term: The Term of the Lease shall expire at midnight on September 20, 2022 6. Basic Rent: Monthly Rate Per Monthly Basic Ren Corresponding Month of Term or Period] Rentable Square (rounded to the Square footage Foot nearest dollar) Commencement Date to $1.99 10, 000 $19, 900. 00 September 20, 2018 September 21* 2018 to $2. 04 10, 000 $20, 400. 00 September 20, 2019 September 21" 2019 to $2. 09 10, 000 $20, 900. 00 September 20, 2020 September 21 2020 to $2.14 10, 000 $21, 400. 00 September 20, 2021 September 21° 2021 to $2. 20 10, 000 $22, 000. 00 September 20, 2022 Notwithstanding the above schedule of Basic Rent to the contrary, no Basic Rent shall be due for the first 4 full months after the Commencement Date. In the event Landlord terminates this Lease in accordance with the terms hereof following a Default by Tenant at any time during the Term, the unamortized portion (base d on the then remaining months of the term) of such abated Basic Rent shall be immediately due and payable. Basic Rent and Operative expense shall be abated during the Abatement Period and all other additional rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease. 7. Expense Recovery Period: Every twelve-month perio d during the Term (or portion thereof during the first and last Lease years) ending December 31. 8. Security Deposit: $29,850.00 9. Broker(s): None 11 Parking: 2 exclusive vehicle parking spaces in accordance with the provisions set forth in Exhibit F to this Lease. 12. Address for Payments and Notices: LANDLORD Payment Address: 250 W Tasman Dr Suite 100, San Jose, CA 95134 Notice Address: 250 W Tasman Dr Suite 100, San Jose, CA 95134 TENANT Payment Address: China Academy of Science & Technology Develo pment Incubator Building 801, High Tech South First Avenue, Nanshan District, Shenzhen, China Notice Address: China Academy of Science & Technology Development Incubator Building 801, High Tech South First Avenue, Nanshan District, Shenzh en, China 13. Additional Provisions. The provisions of EXHIBI T G attached hereto are hereby incorporated into and made a part of this Lease, 14. Tenant’s Percentage Share: 11.8%. Based upon a Premises of 10,000 rentable square feet in a Building of 84500 rentable square feet, where the Premises is located within the Project. LIST OF LEASE EXHIBITS: Exhibit A Description of Premises Exhibit B Operating Expenses Exhibit C Utilities and Services Exhibit D Tenant's Insurance Exhibit E Rules and Regulations Exhibit F Parking Exhibit G Additional Provisions Exhibit H Landlord's Disclosures Exhibit X Work Letter Exhibit Y Project Description ARTICLE 2. PREMISES 2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the Premises shown in Exhibit A (the "Premises"), containing approximately the floor area set forth in Item 8 of the Basic Lease Provisions (the "Floor Area"). The Premises are located in the building identified in Item 2 of the Basic Lease Provisions (the "Building"), which is a portion of the project described in Item 2 (the "Project"). ARTICLE 3. Terms The Term of the Lease shall commence at September 20th, 2017 and shall expire at midnight on September 20, 2022 ARTICLE 4. RENT AND OPERATING EXPENSES 4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord without deduction or offset a Basic Rent for the Premises in the total amount shown (including subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions (the "Basic Rent"). If the Commencement Date is other than the first day of a calendar month, any rental adjustment shown in Item 6 shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement Date. The Basic Rent shall be due and payable in advance commencing on the Commencement Date and continuing thereafter on the first day of each successive calendar month of the Term, as prorated for any partial month. No demand, notice or invoice shall be required. An installment in the amount of 1 full month's Basic Rent at the initial rate specified in Item 6 of the Basic Lease’ Provisions shall be delivered to Landlord concurrently with Tenant's execution of this Lease. 4.2. OPERATING EXPENSES RENT. Tenant shall pay Tenant's Percentage Share of Operating Expenses in accordance with Exhibit B of this Lease. 4.3 SALES TAX. Only if and to the extent actually charged by any applicable governmental or quasi-governmental authority, Tenant agrees to pay to Landlord, concurrently with Tenant’s payments under this Lease, all taxes (including, without limitation, sales tax), or other charges, that are imposed upon any payment to be made by Tenant to Landlord under this Lease (collectively, “Rent Taxes”). Notwithstanding anything contained in the Lease to the contrary, in no event shall Tenant be responsible for any income, profit, capital, franchise, excise, corporate, estate, levy, gift, inheritance or transfer tax of any kind relating to or payable by Landlord or any late payment or fee imposed in connection therewith, whetheras Rent or Additional Rent. 4.4 ADDITIONAL RENT. All sums of money as shall become due and payable by Tenant to Landlord under this Lease, including, without limitation, Rent Taxes and Operating Expenses shall be deemed “Additional Rent,’ which Tenant shall be obligated to pay without offset, charge, deduction or delay, except as specifically provided in this Lease. Landlord shall have the same remedies for default in the payment of Additional Rent as are available to Landlord in the case of a default in the payment of Basic Rent. All Basic Rent, Operating Expenses, Additional Rent and additional sums payable hereunder are sometimes collectively referred to as “Rent.” 4.5 LATE FEE/DEFAULT INTEREST. Any installment of Rent not paid when due and payable shall bear interest at a rate of eight percent (8%) per annum or the highest rate permitted by law from the date due until paid and shall also be subject to a late charge in the amount equal to the greater of five percent (5%) of the amount due or One Hundred Dollars ($100.00), provided that Landlord shall waive the payment of said late charge for the initial two (2) delinquent payments of Basic Rent or Operating Expenses Rent by Tenant during the Term. In the event any check, bank draft or negotiable instrument given for any payment under this Lease shall be dishonored at any time for any reason whatsoever not attributable to Landlord, Landlord shall be entitled, in addition to any other remedy that may be available, to an administrative charge of two hundred fifty dollars ($250.00). 4.6 FIRST MONTH’S RENT. The Basic Rent installment due for the first full calendar month in which Basic Rent is due (plus any partial month occurring at the beginning of the Lease Term) and the Security Deposit shall be delivered to Landlord by Tenant simultaneously with Tenant’s delivery to Landlord of its signature(s) to this Lease. 4.7 SECURITY DEPOSIT. Concurrently with Tenant's delivery of this Lease, Tenant shall deposit with Landlord the sum, if any, stated in Item 9 of the Basic Lease Provisions (the "Security Deposit"), to be held by Landlord as security for the full and faithful performance pf Tenant's obligations under this Lease, to pay any rental sums, including without limitation such additional rent as may be owing under any provision hereof, and to maintain the Premises as required by this Lease. Upon any breach of the foregoing obligations by Tenant, Landlord may apply all or part of the Security Deposit as full or partial compensation. If any portion of the Security Deposit is so applied. Tenant shall within 5 days after written demand by Landlord deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. 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. In no event may Tenant utilize all or any portion of the Security Deposit as a payment toward any rental sum due under this Lease. Any unapplied balance of the Security Deposit shall be returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest in this Lease within 30 days following the termination of this Lease and Tenant's vacation of the Premises. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or Successor laws now or hereafter in effect. ARTICLES 5. USES 5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic Lease Provisions and for no other use whatsoever. Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow the Premises to be used for any unlawful purpose, nor shall Tenant permit any nuisance in the Premises or the Project. Tenant shall comply at its expense with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, and with all energy usage reporting requirements of Landlord. As of the date of this Lease, there has been no inspection of the Building and Project by a Certified Access Specialist as referenced in Section 1938 of the California Civil Code. 5.2 HAZARDOUS MATERIALS. Tenant shall not generate, handle, store or dispose of hazardous or toxic materials (as such materials may be identified in any federal, state or local law or regulation) in the Premises or Project without the prior written consent of Landlord. Tenant acknowledges that it has read, understands and, if applicable, shall comply with the provisions of Exhibit H to this Lease, if that Exhibit is attached. If the Premises or the Project become contaminated in any manner for which Tenant is legally liable, or if the Premises otherwise become affected by any release or discharge of a Hazardous Substance, Tenant shall immediately notify Landlord of the release or discharge of the Hazardous Substance, and Tenant shall indemnify, defend and hold harmless Landlord from and against any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, a decrease in value of the Project or the Premises, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, attorneys’ fees and expenses at all levels, consultant fees and expert fees) arising during or after the Term of this Lease and arising as a result of such contamination, release or discharge. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by federal, state or local agency or political subdivision. This provision of this Section 5.2 shall survive termination of this Lease. ARTICLES 6. LANDLORD SERVICES 6.1. UTILITIES AND SERVICES. Landlord and Tenant shall be responsible to furnish those utilities and services to the Premises to the extent provided in Exhibit C, subject to the conditions and payment obligations and standards set forth in this Lease. Landlord's failure to furnish, or any interruption, diminishment or termination of, services due to the application of laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of force majeure (defined in Section 20.8) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. 6.2, OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all Common Areas within the Building and the Project. The term "Common Areas" shall mean all areas within the Building, Project and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space. 6.3. USE OF COMMON AREAS. The occupancy by Tenant of the Premises shall include the use of the Common Areas in common with Landlord and with all others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with Rules and Regulations described in Article 17 below. Landlord shall at all times during the Term have exclusive control of the Common Areas, and may restrain or permit any use or occupancy. Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public dedication or the accrual of prescriptive rights, or for any other reasonable purpose. 6.4 LANDLORD’S CONTROL. Landlord has the right to: (a) establish and enforce reasonable rules and regulations applicable to all tenants concerning the maintenance, management, use and operation of the Common Areas, the initial rules and regulations are attached to the Lease as Exhibit E; (b) close, if necessary, any of the Common Areas to prevent dedication of any of the Common Areas or the accrual of any rights of any person or of the public to the Common Areas; (c) close temporarily any of the Common Areas for maintenance purposes; (d) select a person, firm or corporation, which may be an entity related to Landlord, to maintain and operate any of the Common Areas; and (e) designate other lands outside the exterior boundaries of the Project to become part of the Common Areas. Notwithstanding the provisions of this paragraph, in exercising its rights hereunder, Landlord shall provide Tenant with a means of reasonable access to and from the Premises. ARTICLE 7. REPAIRS AND MAINTENANCE 7.1. TENANT'S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Tenant at its sole expense shall make all repairs necessary to keep the Premises and all improvements and fixtures therein in good condition and repair, excepting ordinary wear and tear. Tenant's maintenance obligation shall include without limitation all appliances, interior glass, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises, together with any supplemental HVAC equipment servicing only the Premises. Should Landlord or its management agent agree to make a repair on behalf of Tenant and at Tenant's request. Tenant shall promptly reimburse Landlord as additional rent for all reasonable costs incurred (including the standard supervision fee) upon submission of an invoice. 7.2. LANDLORD'S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall provide service, maintenance and repair with respect to the heating, ventilating and air conditioning ("HVAC") equipment of the Building (exclusive of any supplemental HVAC equipment servicing only the Premises) and shall maintain in good repair the Common Areas, roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (including exterior glass), and the structural, electrical, mechanical and plumbing systems of the Building (including elevators, if any, serving the Building), except to the extent provided in Section 7.1 above. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary. Tenant understands that it shall not make repairs at Landlord's expense or by rental offset. Except as provided in Section 11.1 and Article 12 below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor laws now or hereafter in effect. 7.3. ALTERATIONS. Tenant shall make no alterations, additions, decorations, or improvements (collectively referred to as "Alterations") to the Premises without the prior written consent of Landlord . Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable. Tenant shall use Landlord's designated mechanical and electrical contractors, obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws, regulations and ordinances with contractors reasonably acceptable to Landlord. Landlord shall be entitled to a supervision fee in the amount of 5% of the cost of the Alterations. Landlord may elect to cause its architect to review Tenant's architectural plans, and the reasonable cost of that review shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord's systems. Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises, including without limitation all Tenant Improvements constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may, by notice to Tenant given at least 30 days prior to the Expiration Date, require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any Alterations (including without limitation all telephone and data cabling) installed either by Tenant or by Landlord at Tenant's request (collectively, the "Required Removables"). In connection with its removal of Required Removables, Tenant shall repair any damage to the Premises arising from that removal and shall restore the affected area to its pre-existing condition, reasonable wear and tear excepted. 7.4. MECHANIC'S LIENS. Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within 15 days following the Imposition of any lien, cause the lien to be released of record by payment or posting of a proper bond in accordance with California Civil Code Section 8424 or any successor statute, Landlord shall have,; in addition to all other available remedies, the right to cause the lien to be released by any means it deems proper, including payment of or defense against the claim giving rise to the lien. All expenses so incurred by Landlord shall be reimbursed by Tenant promptly following Landlord's demand. Tenant shall give Landlord ho less than 20 days' prior notice in writing before commencing construction of any kind on the Premises. 7.5. ENTRY AND INSPECTION. Landlord shall at all reasonable times and with reasonable prior verbal notice, except in emergencies or to provide Building services, have the right to enter the Premises to inspect them, to supply services in accordance with this Lease, to make repairs and renovations as reasonably deemed necessary by Landlord, and to submit the Premises to prospective or actual purchasers or encumbrance holders (or, during the final twelve months of the Term or when an uncured Default exists, to prospective tenants), all without being deemed to have caused an eviction of Tenant and without abatement of rent except as provided elsewhere in this Lease. ARTICLES 8. ASSIGNMENT AND SUBLETTING 8.1 PROHIBITION AND CONSENT PROCESS. Tenant shall not, directly or indirectly, assign, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and further provided that Tenant is not in default under the Lease at the time of such request. Tenant agrees that it is not unreasonable for Landlord to withhold consent to a Transfer to a proposed assignee or subtenant who is an existing tenant or occupant of the Building or Project or to a prospective tenant with whom Landlord or Landlord's affiliate has been actively negotiating. Any attempted Transfer in violation of this Article shall be a Default by Tenant and shall, at Landlord's option, be void. Within 10 business days after receipt of executed copies of the transfer documentation and such other information as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; or (b) refuse to consent to the Transfer. In no event shall any Transfer release or relieve Tenant from any obligation under this Lease, as same may be amended. Tenant shall pay Landlord a review fee of $2,000.00 for Landlord's review of any requested Transfer. Tenant shall pay Landlord, as Additional Rent, 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of the payments received by Landlord. 8.2 PERMITTED SUBLEASE. Tenant may sublet all or portion of the premises without the consent of the Landlord, provided that all of the following conditions are satisfied (a “PERMITTED SUBLEASE”): (i)Tenant is not then in Default hereunder; (ii)Tenants gives Landlord written notice prior to such Permitted Sublease and agrees at all times to remain fully liable and responsible for performance of Tenant’s obligations under the lease; (iii) Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, the same rules, regulations and any requirements that consist in this Lease shall also apply to the sublessee. 8.3 Notwithstanding with the above, Tenant shall not sublease any interest of this Lease to Huawei or ZTE without the prior written consent of Landlord. ARTICLE 9. INSURANCE AND INDEMNITY 9.1. TENANT'S INSURANCE. Tenant, at its sole cost and expense, shall provide and maintain in effect the insurance described in Exhibit D. Evidence of that insurance must be delivered to Landlord prior to the Commencement Date. 9.2. TENANT'S INDEMNITY. To the fullest extent permitted by law, but subject to Section 9.4 below. Tenant shall defend, indemnify and hold harmless Landlord and Landlord's agents, employees, lenders, and affiliates, from and against any and all negligence, claims, liabilities, damages, costs or expenses arising either before or after the Commencement Date which arise from or are caused by Tenant's use or occupancy of the Premises, the Building or the Common Areas of the Project, or from the conduct of Tenant's business, or from any activity, work, or thing done, permitted or suffered by Tenant or Tenant's agents, employees, subtenants, vendors, contractors, invitees or licensees in or about the Premises, the Building or the Common Areas of the Project, or from any Default in the performance of any obligation on Tenant's part to be performed under this Lease, or from any act, omission or negligence on the part of Tenant or Tenant's agents, employees, subtenants, vendors, contractors, invitees or licensees. Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered by this Section 9.2 through counsel reasonably satisfactory to Landlord. Notwithstanding the foregoing. Tenant shall not be obligated to indemnify Landlord against any liability or expense to the extent it is ultimately determined that the same was caused by the sole negligence or willful misconduct of Landlord, its agents, contractors or employees. 9.3. LANDLORD'S NONLIABILITY. Landlord shall not be liable to Tenant, its employees, agents and invitees, and Tenant hereby waives all claims against Landlord, its employees and agents for loss of or damage to any property, or any injury to any person, resulting from any condition including, but not limited to, acts or omissions (criminal or otherwise) of third parties and/or other tenants of the Project, or their agents, employees or invitees, fire, explosion, falling piaster, steam, gas, electricity, water or rain which may leak or flow from or into any part of the Premises or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, electrical works or other fixtures in the Building, whether the damage or injury results from conditions arising in the Premises or in other portions of the Building, regardless of the negligence of Landlord, its agents or any and all affiliates of Landlord in connection with the foregoing. Notwithstanding anything to the contrary contained in this Lease, in no event shall Landlord be liable for Tenant's loss or interruption of business or income (including without limitation, Tenant's consequential damages, lost profits or opportunity costs), or for interference with light or other similar intangible interests. 9.4 RELEASE. Tenant for itself and its heirs, legal representatives, successors and assigns (the “Releasing Parties”), does hereby fully and forever release, remise, acquit and discharge Landlord and all its property management agent(s), and their respective partners, managers, members, officers, directors, employees, agents, attorneys, affiliates, subsidiaries, parents, heirs, legal representatives, successors and assigns, and each of them (the “Released Parties”), of and from any and all claims, demands, debts, obligations, liabilities, bonds, notes, guaranties, controversies, agreements, actions, causes of action, suits, damages (including direct, special, consequential, remote, foreseeable, unforeseeable, and punitive damages), legal fees and other responsibilities of any nature or kind whatsoever, at law, in equity, or otherwise, liquidated or unliquidated, known or unknown, sounding in tort, in contract, or under any other legal theory, or arising under statute or under any other law or regulation, and whether contingent or matured (excluding damage and liabilities arising as a result of the Released Parties’ gross negligence or willful misconduct) which the Releasing Parties now have or has or could have against or involving the Released Parties, whether heretofore having arisen, or arising hereafter, out of or in any way in connection with any act or omission or alleged act or omission of any of the released parties in connection with the Lease, the termination of the Lease, publication of any information relating to any dispute with Tenant (if any), threats of legal action to obtain possession of the Premises or otherwise, and the negotiation and execution of this Lease. Nothing in this Section 9.4 shall be construed to relieve Landlord from its ongoing liability under this Lease. The provisions of this Section 9.4 shall survive the termination of this Lease. ARTICLE 10. DAMAGE OR DESTRUCTION 10.1, RESTORATION. (a) If the Building of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions below. Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines that: (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (ii) any Mortgagee (defined in Section 12.1) requires that the insurance proceeds be applied to the payment of the mortgage debt; or (iii) proceeds necessary to pay the full cost of the repair are not available from Landlord's insurance, including without limitation earthquake insurance. Should Landlord elect not to repair the damage for one of the preceding reasons. Landlord shall so notify Tenant in the "Casualty Notice" (as defined below), and this Lease shall terminate as of the date of delivery of that notice. (b) As soon as reasonably practicable following the casualty event but not later than 60 days thereafter. Landlord shall notify Tenant in writing ("Casualty Notice") of Landlord's election, if applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds 270 days and if the damage is so extensive as to reasonably prevent Tenant's substantial use and enjoyment of the Premises, then either party may elect to terminate this Lease by written notice to the other within 10 days following delivery of the Casualty Notice. (c) In the event that neither Landlord nor Tenant terminates this Lease pursuant to Section 10.1(b), Landlord shall repair all material damage to the Premises or the Building as soon as reasonably possible and this Lease shall continue in effect for the remainder of the Term. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance with respect to any Alterations. Within 15 days of demand. Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Alterations. (d) From and after the 6th business day following the casualty event, the rental to be paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the total Floor Area of the Premises. (e) Notwithstanding the provisions of subsections (a), (b) and (c) of this Section 10.1, but subject to Section 9.4, the cost of any repairs shall be borne by Tenant, and Tenant shall not be entitled to rental abatement or termination rights, if the damage is due to the fault or neglect of Tenant or its employees, subtenants, contractors, invitees or representatives. 10.2. LEASE GOVERNS. Tenant agrees that the provisions of this Lease, including without limitation Section 10.1, shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law. ARTICLE 11. EMINENT DOMAIN Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Project which would have a material adverse effect on Landlord's ability to profitably operate the remainder of the Building. The termination shall be effective as