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13. Brokergge. Landlord and Tenant each represent that they had no dealings with
<br /> any real esuite broker, tinder,or other person with respect to this First Amendment in any manner,
<br /> other than Lee &Associates Newport Beach, Inc. representing Tenant ("Tenant's Broker") and
<br /> Newmark representing Landlord ("Landlord's Broker" and collectively with Tenant's Broker, the
<br /> "Brolcers"), Landlord shall pay Brokers a leasing commission in connection with this First
<br /> Amendment pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless
<br /> From any cost, expense or liability (including costs of suit and reasonable attorney's fees) for any
<br /> compensation, commission or:Fees claimed by any other real estate broker or agent in connection
<br /> with this First Amendment or its negotiation by reason of the act of Tenant, Landlord shall
<br /> indemnify Tenant and hold`Fenant harmless from any cost, expense or liability(including costs of
<br /> suit and reasonable attorney's fees)for any compensation,commission or fees claimed by any real
<br /> estate broker or agent in connection with this First Amendment or its negotiation by reason of the
<br /> act of Landlord,
<br /> 14. Miscellaneous, The submission of an umigned copy of this First Amendment to
<br /> Tenant shall not constitute an offer. This First Amendment (a) shall be binding upon an inure to
<br /> the benefit of the parties hereto and their respective successors, heirs, legal representatives and
<br /> assigns,(b)may be executed in two or.more counterparts,all of which together shall constitute but
<br /> one and the same agreement, (c) shall be governed by and construed in accordance with the laws
<br /> of the State of California and both parties further agree that Orange County, California, shall be
<br /> the venue for any action or proceeding that-.may be brought or arise out of, in connection with or
<br /> by reason of this Agreement,(d) shall constitute the entire agreement between the parties relating
<br /> to the subject matter hereof, all prior negotiations, agreements, and understandings (not including
<br /> the Lease,as amended), whether oral or written, being hereby superseded and terminated, and(e)
<br /> shall become effective and binding only upon execution and delivery by both Landlord and Tenant.
<br /> The execution of facsimiles, including the use of electronic signatures, of this First Amendment
<br /> shall be binding on the parties hereto.
<br /> 17, E-SION and Counterparts. Landlord. and Tenant agree: (a) that a party's
<br /> electronic signature with respect to this Lease has been executed or adopted by the signatory with
<br /> the intent to sign,and be bound by,this Lease;(b)delivery of this Lease via electronic transmission
<br /> or other electronic means shall be valid delivery for all purposes;(c) this Lease and any additional
<br /> information incidental hereto may be maintained as electronic records; (d)photocopies, Fncsimi[c;
<br /> transmissions, electronic images and other copies of this Lease and/or its signature pages, shall be
<br /> valid, binding, effective and enforceable the same as originals for all purposes, and may be so
<br /> admitted in any judicial proceeding, regulatory proceeding or arbitration, and in making proof of
<br /> this Lease it shall be unnecessary to produce the original hereof or any or all original signature
<br /> pages;and(e)each party agrees to take any and a]I reasonable actions,if any,as many be necessary
<br /> or as may be reasonably requested by any other party to this Lease to further evidence such party's
<br /> intent to be bound by the provisions of this Lease and to ensure compliance with the provisions of
<br /> the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001, et seq., the
<br /> Uniform Electronic Transactions Act as incorporated into applicable law,and any other applicable
<br /> law pertaining to electronic signatures.
<br /> l'Rcmainder ofFa, lhtentianally Blank,Signature 'age Fallqwr]
<br /> 4
<br /> 5910216.11
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