OFFICE & PARKING LEASE Division Street Nashville, TN 37203 By and between SEV 8th and Division, LLC And Eargo, Inc.

EXHIBIT D – Site Plan of the Additional Property for Parking

Tenant shall have two options to extend this Lease. The Options cannot be used in conjunction with each other. The Option terms and conditions are as follows:

Option 1. Tenant shall have a onetime right to extend this Lease from the current Expiration Date to March 31, 2022 (the “One Year Extension”). Tenant’s right to exercise the One Year Extension is conditioned on the following, (i) Tenant shall not be in default of the Lease at the time Tenant exercises the One Year Extension, (ii) Tenant shall give written notice to Landlord exercising the One Year Extension on or before 5:00 PM, September 30, 2020.

Tenant’s Base Rent for the One Year Extension shall be Thirty-One Thousand Four Hundred and Forty-Five and 21/100 Dollars per month ($31,445.21). All other terms and conditions of the Lease shall remain in full force and effect. Notwithstanding the above, Landlord shall have the right to terminate Tenant’s right to exercise the One Year Extension by giving Tenant written notice no later than 5:00 PM June 30, 2020.

Option 2. Tenant shall have a onetime right to extend this Lease from the current Expiration Date to May 31, 2021 (the “Two Month Extension”). Tenant’s right to the Two Month Extension is conditioned on the following, (i) Tenant shall not be in default of the Lease at the time Tenant exercises the Two Month Extension, (ii) Tenant shall give written notice to Landlord exercising the Two Month Extension on or before 5:00 PM, December 31, 2020.

Tenant’s Monthly Base Rent for the Two Month Extension shall be Thirty Thousand Six Hundred Seventy-Eight and 25/100 Dollars ($30,678.25) per month. All other terms and conditions of the Lease shall remain in full force and effect.

PREMISES

Demise of Premises. This Lease (the “Lease”) is made and entered into by and between Landlord and Tenant and shall become effective as of the Effective Date. In consideration of the mutual covenants made herein, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, and The Additional Property for Parking on all of the terms and conditions set forth in this Lease.

Access to Premises and Additional Property for Parking. Landlord shall have reasonable access to the Premises and the Additional Property for Parking, at any time during the Term, to inspect Tenant’s performance hereunder and to perform any acts required of or permitted to Landlord herein, including, without limitation, (i) the right to make any repairs or replacements Landlord deems necessary, (ii) the right to show the Premises and the Additional Property for Parking to prospective tenants, purchasers and mortgagees. Landlord shall at all times have a key to the Premises, and Tenant shall not change any existing lock(s), nor install any additional lock(s) without Landlord’s prior consent. Except in the case of any emergency and as otherwise provided in this Lease, any entry into the Premises by Landlord shall be on reasonable advance notice of not less than twenty-four (24) hours, except in an emergency, in which event no notice shall be required. Notices may be given orally to Tenant’s representative at the Premises. Landlord will use commercially reasonable efforts to not interfere with Tenant’s business at the Premises.

COMMON AREAS

RESTROOM USAGE AND FEE

COMMENCEMENT

BASE RENT

Payment of Base Rent. Commencing on the Rent Commencement Date and throughout the Term, Tenant shall pay the Base and Additional Rent each month in advance no later than the fifth day of each calendar month during the Term. All payments shall be made to Manager at Manager’s Address or to such other party or to such other place as Landlord may designate in writing, without prior demand, abatement, deduction or offset. All charges to be paid by Tenant hereunder shall be considered rent for the purposes of this Lease, and the words “rent” or “Rent” as used in this Lease shall mean both Base Rent and Additional Rent unless the context specifically or clearly indicates that only one or the other is referenced.

Late Payments. Tenant acknowledges that the late payment by Tenant to Landlord of any rent or other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to ascertain. Therefore, if any rent or other sum due from Tenant is not received within five (5) days of its due date, Tenant shall pay to Landlord no later than ten (10) calendar days after the due date an additional sum equal to 5% of such overdue payment. In addition to such late charge, all such delinquent rent or other sums due to Landlord, including the late charge, shall bear interest beginning on the date such payment was due at the greater of (a) 10% per annum and (b) 4% over the then applicable prime rate of Bank of America N.A. (the “Default Rate”). The notice and cure period provided in Paragraph 8.1(a) does not apply to the foregoing late charges and interest. If payments of any kind are returned for insufficient funds Tenant shall pay to Landlord an additional handling charge of $50.00. The foregoing charges and interest shall be in additional to all of Landlord’s other rights and remedies.

ADDITIONAL RENT FOR OPERATING EXPENSES, TAXES, AND INSURANCE

Additional Rent. In addition to the monthly payment of Base Rent, commencing on the Rent Commencement Date, Tenant shall pay to Landlord Additional Rent on a monthly basis as follows.

Estimate of Tenant’s Share of Expenses. Landlord shall give Tenant an annual estimate for Additional Rent. Tenant shall pay one-twelfth (1/12) of the estimated amount of Additional Rent with each monthly payment of Base Rent during the Term of the Lease. At the end of each calendar year, Landlord shall give Tenant a statement (the “Tenant’s Additional Rent Statement”) showing the Additional Rent for the prior Year. Any underpayment by Tenant shall be paid to Landlord within thirty (30) days after delivery of the Tenant’s Additional Rent Statement, notwithstanding that such statement may be delivered subsequent to the expiration or termination of this Lease; any overpayment shall be credited against the next installment of Rent due, provided that any overpayment shall be paid to Tenant within thirty (30) days after the Expiration Date.

The following terms when used herein shall have the following meanings:

Taxes. The ad valorem taxes imposed on the Property (or any tax hereafter imposed in lieu thereof with the exception of franchise and excise tax any tax measured by Landlord’s income.

Operating Expenses. Any cost for the repair, maintenance, management and operation of the Property, Building or Premises or Additional Property for Parking including, without limitation, (1) premiums and deductibles for insurance; (2) all costs of supplies, materials, equipment, and utilities used

Audit. Tenant and its representatives may at any reasonable time within six (6) months after the date of receipt of any Additional Rent Statement, inspect and audit the books and records of Landlord respecting the Additional Rent Statement. Should an audit show that any Additional Rent Statement was inaccurate, the parties will make an adjustment to reflect the actual Tenant’s Share of Operating Expenses, Insurance and Taxes for the year in question. If an audit shows that Landlord has overstated Tenant’s Share of Operating Expenses and Taxes by more than five percent (5%) in the aggregate, then Landlord shall pay to Tenant the reasonable and actual out-of-pocket cost of the audit incurred by Landlord.

CONDITION OF PREMISES TENANT’S AND ACCEPTANCE OF POSSESSION

Tenant’s taking possession of any part of the Property, Building or Premises or Additional Property for Parking shall be deemed to be an acceptance and an acknowledgment by Tenant that (i) Tenant has had an opportunity to conduct, and has conducted, such inspections of the Property, Building or Premises or Additional Property for Parking as it deems necessary to evaluate their condition, (ii) except as otherwise specifically provided herein, Tenant accepts possession of the Property, Building or Premises or Additional Property for Parking in their then existing “as-is” condition, (iii) neither Landlord, nor any of Landlord’s agents, has made any oral or written representations or warranties with respect to such matters other than as set forth in the Lease, except as provided herein.

ALTERATIONS

Landlord’s Consent. Tenant shall not make any alterations, additions, installations, substitutes or improvements (“Alterations”) in and to the Property, Building, Premises and/or the Additional Property for Parking without first obtaining Landlord’s written consent, not to be unreasonably withheld. Without limiting the foregoing, Alterations shall include wiring, cabling and related installations for telephone, computer, voice data and other office systems. Landlord shall not unreasonably withhold, condition or delay its consent; provided, however, that Landlord shall have no obligation to consent to Alterations that could affect any structure on the Property, Building, Premises and/or Additional Property for Parking Building or that would violate the certificate of occupancy for the Property, Building, Premises and Additional Property for Parking or any applicable law, code or ordinance or the terms of any superior lease or mortgage affecting the Property, Building, Premises and Additional Property for Parking or that would increase the rate of insurance for the Property, Building, Premises and Additional Property for Parking or would adversely affect any Building system, including, but not limited to, any mechanical, electrical, heating, ventilation or air conditioning system, fire protection system, or other system serving the Building (collectively, “Building Systems”). No consent given by Landlord shall be deemed as a representation or warranty that such Alterations comply with laws, regulations and rules applicable to the Property, Building, Premises and Additional Property for Parking (“Laws”), and Tenant shall be solely responsible for compliance therewith. Tenant shall pay Landlord’s reasonable costs of reviewing or inspecting any proposed Alterations and any other costs that may be incurred by Landlord as a result of such Alterations.

Workmanship. All Alterations shall be done at reasonable times in a first-class workmanlike manner, by contractors mutually approved by Landlord and Tenant, and according to plans and specifications previously approved by Landlord. All work shall be done in compliance with all Laws, and with all regulations of the Board of Fire Underwriters or any similar insurance body or bodies. Tenant shall be solely responsible for the effect of any Alterations on the Property, Building, Premises and/or Additional Property for Parking’s structure and systems, notwithstanding that Landlord has consented to the Alterations, and shall reimburse Landlord on demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors.

Mechanics and Other Liens. Tenant shall keep the Property, Building, Premises and Additional Property for Parking and Tenant’s leasehold interest therein free of any liens or claims of liens, and shall discharge any such liens within ten (10) Business Days of their filing. Before commencement of any work, Tenant’s contractor shall provide evidence of such insurance as Landlord may require, naming Landlord, Landlord’s Manager and lender as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant.

Removal of Alterations. All Alterations affixed to the Property, Building or Premises or Additional Property for Parking shall become part thereof and remain therein at the end of the Term. However, if Landlord gives Tenant notice, at the time of Landlord’s approval of Tenant’s Alterations, that Landlord will require Tenant to remove any Alterations at the end of the Term, Tenant shall so remove the Alterations, make any repair required by such removal, and restore the Property, Building or Premises or Additional Property for Parking to their original condition prior to the date Tenant is required to surrender the Premises to Landlord.

TENANT’S PERSONAL PROPERTY

SERVICES PROVIDED BY LANDLORD

Separately Metered Utilities. The utilities for the Premises are separately metered. Beginning on the Lease Commencement Date, Tenant shall place all separately metered utilities in Tenant’s name and pay all charges for all separately billed gas, electricity, telephone and other utility services used, rendered or supplied upon or in connection with the Premises and shall indemnify Landlord against liability or damage on such account. The costs of any utilities which are not separately metered shall be included as an Operating Expense. Tenant shall not waste or permit the waste of water or any other utilities.

Graphics and Signs. Tenant shall provide, at Tenant’s expense, identification of Tenant’s name and suite numerals at the main entrance door to the Premises. Tenant shall have the right to install one building mounted sign on the facade of the Building facing 8th Avenue or the facade of the Building facing ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. All signs, notices, graphics and decorations of every kind or character shall be subject to Landlord’s prior written approval, which Landlord shall not unreasonably withhold, condition or delay.

Right to Cease Providing Services. In case of Force Majeure or in connection with any repairs, alterations or additions to the Property, Building, Premises and Additional Property for Parking Property, or any other acts required of or permitted to Landlord herein, Landlord may reduce or suspend service of the utilities, facilities or supplies, provided that Landlord shall use reasonable diligence to restore such services, facilities or supplies as soon as possible. No such reduction or suspension shall constitute an actual or constructive eviction or disturbance of Tenant’s use or possession of the Premises or relieve the Tenant from paying Rent or performing any of its obligations under this Lease; provided, that if the reduction or suspension prevents or materially interferes with Tenant’s ability to operate its business in the Premises or to park in the Additional Property for Parking Property, for more than five (5) consecutive business days, then Rent shall be abated or reduced, as the case may be, for so long as such prevention or material interference continues on an equitable basis as reasonably determined by Landlord and Tenant.

REPAIRS AND MAINTENANCE

QUIET ENJOYMENT

INSURANCE

RESERVED RIGHTS

To change the name or street address of the Building.

To install and maintain signs on the exterior and interior of the Building, and to prescribe the location and style of the suite number and identification sign or lettering for the Premises occupied by the Tenant.

To retain at all times, and to use in appropriate instances, pass keys to the Premises, subject to the notice provisions in this Lease.

To exhibit the Property, Building, Premises and Additional Property for Parking at reasonable hours.

To enter the Property, Building, Premises and Additional Property for Parking at reasonable hours for reasonable purposes, including the posting of notices of non-responsibility, inspection and supplying janitor service or other services to be provided to Tenant hereunder.

To control access and prevent unauthorized access to Common Areas and other areas.

Provided that reasonable access to the Premises shall be maintained and the business of Tenant shall not be interfered with unreasonably, to relocate, enlarge, reduce or change corridors, exits, entrances in or to the Property, Building, Premises and Additional Property for Parking and to decorate and to make repairs, alterations, additions and improvements, structural or otherwise, in or to the Property, Building, Premises and Additional Property for Parking or any part thereof, and any adjacent building, land, street or alley, including for the purpose of connection with or entrance into or use of the Property, Building, Premises and Additional Property for Parking in conjunction with any adjoining or adjacent building or buildings, now existing or hereafter constructed, and may for such purposes erect scaffolding and other structures reasonably required by the character of the work to be performed, and during such operations may enter upon the Premises and take into and upon or through any part of the Building, including the Premises, all materials that may be required to make such repairs, alterations, improvements, or additions, and in that connection Landlord may temporarily close

REPAIRS, MAINTENANCE AND SURRENDER

Repairs and Maintenance. Except for Landlord’s repair and maintenance obligations set forth in Section 6.2, Tenant shall keep the Premises in good order and condition, and shall promptly repair any damage to the Premises. All repairs shall be made in a workmanlike manner and any replacements or substitutions shall be of a quality, utility, value and condition similar to or better than the replaced or substituted item.

Surrender. At the end of the Term, Tenant shall peaceably surrender the Property, Building, Premises and Additional Property for Parking in good order, repair and condition, except for reasonable wear and tear, and Tenant shall remove Tenant’s Property and (if required by Landlord pursuant to Section 5.1(d)) any Alterations, repairing any damage caused by such removal and restoring the Premises and leaving them clean and neat. Any property not so removed shall be deemed abandoned and may be retained by Landlord or may be removed and disposed of by Landlord in such manner as Landlord shall determine. Tenant shall be responsible for costs and expenses incurred by Landlord in removing any Alterations and disposing of any such abandoned property, making any incidental repairs and replacements to the Premises, and restoring the Premises to their original condition.

USE

General Use. Tenant shall use the Property, Building, Premises and Additional Property for Parking only for the Permitted Use, and shall not use or permit the Property, Building, Premises and Additional Property for Parking to be used in violation of any law or ordinance or of any certificate of occupancy issued for the

Obstructions and Exterior Displays. Tenant shall not obstruct any of the Property, Building, Premises and Additional Property for Parking outside the Premises, and shall not, except as otherwise previously approved by Landlord, place or permit any signs, decorations, curtains, blinds, shades, awnings, aerials or flagpoles, or the like.

Compliance with Insurance Policies. Tenant shall not keep or use any article in the Premises, or permit any activity therein, which is prohibited by any insurance policy covering the Building, or would result in an increase in the premiums thereunder.

SUBLET OR ASSIGNMENT

INDEMNITIES

Tenant, at Tenant’s expense, shall defend (with counsel satisfactory to Landlord), indemnify and hold harmless Landlord and Landlord’s agents, employees, invitees, licensees and contractors from and against any cost, claim, action, liability or damage of any kind arising from (i) Tenant’s use and occupancy of the Property, Building, Premises and Additional Property for Parking, or any activity done or permitted by Tenant, in, on or about the Property, Building, Premises and Additional Property for Parking, (ii) any breach or default by Tenant of its obligations under this Lease, or (iii) any negligent, tortious or illegal act or omission of Tenant, its agents, employees, invitees, licensees or contractors. The obligations of Tenant under this paragraph shall survive the expiration or termination of this Lease. Nothing in this paragraph shall relieve Landlord from, or require Tenant to indemnify Landlord against, liability for damages to property or injury to person caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors. All property kept, stored or maintained in the Property, Building, Premises and/or the Additional Property for Parking shall be at the sole risk of Tenant.

Landlord, at Landlord’s expense, shall defend, indemnify and hold harmless Tenant and Tenant’s agents, employees, invitees, licensees and contractors from and against any cost, claim, action, liability or damage of any kind arising from any negligent, tortious or illegal act or omission of Landlord, its agents, employees, invitees, licensees and contractors. Landlord shall not be liable to Tenant or any other person or entity for any damages arising from any act or omission of any other tenant of the Property. The obligations of Landlord under this paragraph shall survive the expiration or termination of this Lease. Nothing in this paragraph shall relieve Tenant from, or require Landlord to indemnify Tenant against, liability for damages to property or injury to person caused by the negligence or willful misconduct of Tenant or its agents, employees or contractors.

TENANT’S INSURANCE

PAYMENT OF TAXES

ENVIRONMENTAL ASSURANCES

Covenants.

Tenant shall not cause any Hazardous Materials to be used, generated, stored or disposed of on, under or about, or transported to or from, the Property, Building, Premises and Additional Property for Parking unless the same is specifically approved in advance by Landlord in writing; provided, however that small quantities of retail, household, and office chemicals customarily sold over-the-counter to the public without special licensing or permitting requirements or the filing of a material data safety sheet and which are reasonably necessary to Tenant’s Permitted Uses shall be permitted so long such substances are used and maintained only in such quantities as are reasonably necessary for such Permitted Use of the Premises and the ordinary course of Tenant’s business therein, strictly in accordance with applicable law and the manufacturers’ instructions therefor.

Tenant shall comply with all obligations imposed by Environmental Laws, and all other restrictions and regulations upon the use, generation, storage or disposal of Hazardous Materials.

Tenant shall deliver promptly to Landlord true and complete copies of all notices received by Tenant from any governmental authority with respect to the use, generation, storage or disposal by Tenant of Hazardous Materials at, to or from the Property, Building, Premises and Additional Property for Parking and shall immediately notify Landlord both by telephone and in writing of any unauthorized discharge of Hazardous Materials or of any condition that poses an imminent hazard to the Property, Building, Premises and Additional Property for Parking, the public or the environment.

Tenant shall complete fully, truthfully and promptly any questionnaires sent by Landlord with respect to Tenant’s use of the Property, Building, Premises and Additional Property for Parking and its use, generation, storage and disposal of Hazardous Materials at, to or from the Premises.

Tenant shall permit entry onto the Premises and Additional Property for Parking by Landlord or Landlord’s representatives at any reasonable time to verify and monitor Tenant’s compliance with its covenants set forth in this Paragraph 7.7 and to perform other environmental inspections of the Premises.

If Landlord conducts any environmental inspections because it has reason to believe that Tenant’s activities have or are likely to result in a violation of Environmental Laws or a release of Hazardous Materials on the Property, then Tenant shall pay to Landlord, as additional rent, the costs incurred by Landlord for such inspections.

Tenant shall cease immediately upon notice from Landlord any activity which violates or creates a risk of violation of any Environmental Laws.

After notice to and approval by Landlord, Tenant shall, at Tenants cost, promptly remove, clean-up, dispose of or otherwise remediate, in accordance with Environmental Laws and good commercial practice, any Hazardous Materials on, under or about the Property, Building, Premises and Additional Property for Parking Property resulting from Tenant’s activities.

Indemnification. Tenant shall indemnify, defend with counsel acceptable to Landlord and hold Landlord harmless from and against any claims, damages, costs, liabilities or losses (including, without limitation, any decrease in the value of the Property, Building, Premises and Additional Property for Parking, loss or restriction of any area of the Property, Building, Premises and Additional Property for Parking, and adverse impact of the marketability of the Property, Building, Premises and Additional Property for Parking) arising out of Tenant’s use, generation, storage or disposal of Hazardous Materials at, to or from the Property, Building, Premises and Additional Property for Parking. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political Subdivision because of Hazardous Material present in, on, or about the Property, Building, Premises and Additional Property for Parking or in the soil or ground water on or under the Property, Building, Premises and Additional Property for Parking.

Definitions. “Hazardous Materials” as used in this Lease shall have its broadest meaning under applicable federal, state or local law, rule, regulation or publication relating to public health and/or the environment, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the federal Hazardous Materials Transportation Act, as amended; and the federal Resource Conservation and Recovery Act, as amended and shall include but not be limited to, materials defined or regulated as “hazardous substances”, “toxic substances”, “hazardous wastes”, “solid waste”, “special waste”, “universal waste”, “medical waste” “infectious waste”, materials containing asbestos or urea formaldehyde; gasoline and other petroleum products, flammables, explosives, radon, natural gases, radioactive materials and nuclear wastes and as such substances are defined or regulated in any regulations adopted and publications promulgated pursuant to said laws (“Environmental Laws”).

Survival. The obligations of Tenant in this Paragraph 7.7 shall survive the expiration or termination of this Lease.

Limitation. Notwithstanding anything to the contrary in this Lease, in no event that Tenant be liable for any pre-existing Hazardous Materials in, on or under the Property, Building, Premises or Additional Property for Parking, nor for any Hazardous Materials released by any third party. Tenant shall have responsibility only for Hazardous Materials released by Tenant, its agents and invitees.

AMERICANS WITH DISABILITIES ACT

DEFAULT

The failure by Tenant to make any payment of Base Rent or Additional Rent or any other payment required hereunder within five (5) days after written notice thereof from Landlord to Tenant;

The failure by Tenant to observe or perform any of the express or implied covenants or provisions of this Lease to be observed or performed by Tenant, if such failure shall continue for a period of more than thirty (30) days after written notice thereof from Tenant to Landlord specifying Tenant’s default; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and diligently prosecutes such cure to completion;

The failure by Tenant or any present or future guarantor of all or any portion of Tenant’s obligations under this Lease to pay its debts as they become due, or Tenant or any such guarantor becoming insolvent, filing or having filed against it a petition under any chapter of the United States Bankruptcy Code, 11 U.S.C. Paragraph 101 et seq. (or any similar petition under any insolvency law of any jurisdiction) if such petition is not dismissed within sixty (60) days thereafter, proposing any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, making an assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to any property or business of Tenant or such guarantor; or

if the leasehold estate under this Lease or any substantial part of the property or assets of Tenant of this leasehold is taken by execution, or by other process of law, or is attached or subjected to any involuntary encumbrance if such attachment or other seizure remains undismissed or undischarged for a period of ten business (10) days after the levy thereof.

REMEDIES OF LANDLORD AND CALCULATION OF DAMAGES

Remedies. In the event of any default by Tenant, whether or not the Term shall have begun, in addition to any other remedies available to Landlord at law or in equity, Landlord may, at its option and without further notice exercise any or all of the following remedies:

Terminate the Lease and upon notice to Tenant of termination of the Lease all rights of Tenant hereunder shall thereupon come to an end as fully and completely as if the date such notice is given were the date originally fixed for the expiration of the Term, and Tenant shall then quit and surrender the Premises and its rights to use the Common Areas and Additional Property for Parking to Landlord and Landlord shall have the right, without judicial process, to re-enter the Premises and Additional Property for Parking to Landlord. No such expiration or termination of the Lease shall relieve Tenant of its liability and obligations under the Lease.

Accelerate the payment of Base Rent and all Additional Rent under this Lease for the remainder of the Term and terminate the Lease in the same manner, and with the same force and effect, as provided in clause (i) above.

Enter the Premises and the Additional Property for Parking and cure any default by Tenant and in so doing, Landlord may make any payment of money or perform any other act. All sums so paid by Landlord, and all incidental costs and expenses, including reasonable attorneys’ fees, shall be considered additional rent under this Lease and shall be payable to Landlord immediately upon demand, together with interest from the date of demand to the date of payment at the Default Rate.

Calculation of Damages. If this Lease is terminated as provided in Paragraph 8.2(a)(i) above, Tenant, until the end of the Term, or what would have been such Term in the absence of any such event, shall be liable to Landlord, as damages for Tenant’s default, for the amount of the Base Rent and all Additional Rent and other charges which would be payable under this lease by Tenant if this Lease were still in effect, less the net proceeds of any reletting of the Premises actually collected by Landlord after deducting all Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorneys’ fees, alteration costs and expenses of preparation of the Premises for such reletting. Tenant shall pay such damages to Landlord monthly on the days on which the Base Rent and on the days on which Additional Rent would have been payable as if this Lease were still in effect, and Landlord shall be entitled to recover from Tenant such damages monthly as the same shall arise.

No Limitations. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provided, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above.

Cumulative Remedies. Landlord’s remedies under this Lease are cumulative and not exclusive of any other remedies to which Landlord may be entitled in case of Tenant’s default or threatened default under this Lease, including, without limitation, the remedies of injunction and specific performance.

CASUALTY

Casualty in General. If, during the Term, the Property, Building, Premises or Additional Property for Parking, are wholly or partially damaged or destroyed by fire or other casualty, and the casualty renders the Property, Building, Premises and Additional Property for Parking totally or partially inaccessible or unusable by Tenant in the ordinary conduct of Tenant’s business, Landlord and Tenant shall each have the right to terminate this Lease by giving written notice to the other party.

Reduction in Base and Additional Rent. In the event of a fire or other casualty which does not result in a termination of the Lease, Base Rent and Additional Rent shall be proportionately reduced based on the portion of the Property, Building, Premises and/or Additional Property for Parking, rendered unusable during the period of repair or restoration, and Landlord shall repair or restore the Property, Building, Premises and Additional Property for Parking, to the extent of available proceeds or awards from such casualty. Landlord shall not be required to repair or restore any damage to Tenant’s Property or any Alterations.

Waiver of Subrogation. Landlord and Tenant shall cause each property insurance policy obtained by each of them to provide that the insurer waives all right of recovery by way of subrogation against either Landlord or Tenant in connection with any loss or damage covered by such policy.

EMINENT DOMAIN

Eminent Domain in General. If the whole of the Property, Building, Premises and Additional Property for Parking, shall be taken or appropriated under the power of eminent domain or condemnation (a “Taking”) so as to render the balance unusable by Tenant, either Landlord or Tenant may terminate this Lease and the termination date shall be the date of the Taking, or the date possession is taken by the Taking authority, whichever is earlier. If the whole or any part of the Property, Building, Premises or Additional Property for Parking, is the subject of a Taking and such Taking materially affects the normal operation of Tenants use of the Property, Building, Premises and Additional Property for Parking, either Landlord or Tenant may elect to terminate this Lease. A sale by Landlord under threat of a Taking shall constitute a Taking for the purpose of this Paragraph 9.2. No award for any partial or entire Taking shall be apportioned. Landlord shall receive (subject to the rights of Landlord’s mortgagees) and Tenant hereby assigns to Landlord any award which may be made and any other proceeds in connection with such Taking, together with all rights of Tenant to such award or proceeds, including, without limitation, any award or compensation for the value of all or any part of the leasehold estate; provided that nothing contained in this Paragraph 9.2(a) shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any separate award made to Tenant for (i) the taking of Tenant’s Property, or (ii) interruption of or damage to Tenant’s business, or (iii) Tenant’s moving and relocation costs.

Reduction in Base and Additional Rent. In the event of a Taking which does not result in a termination of the Lease, Base Rent and Additional Rent shall be proportionately reduced based on the portion of the Property, Building, Premises and/or Additional Property for Parking, rendered unusable, and Landlord shall restore the Property, Building, Premises and Additional Property for Parking, to the extent of available proceeds or awards from such Taking. Landlord shall not be required to repair or restore any damage to Tenant’s Property or any Alterations.

Sole Remedies. This Paragraph 9.2 sets forth Tenant’s and Landlord’s sole remedies for Taking. Upon termination of this Lease pursuant to this Paragraph 9.2, Tenant and Landlord hereby agree to release each other from any and all obligations and liabilities with respect to this Lease except such obligations and liabilities which arise or accrue prior to such termination.

SUBORDINATION

AUTHORITY

NOTICES

NO WAIVER OR ORAL MODIFICATION

SEVERABILITY

REQUESTS BY TENANT

ESTOPPEL CERTIFICATE

WAIVER OF LIABILITY

EXECTION, PRIOR AGREEMENTS AND NO REPRESENTATIONS

BROKERS

SUCCESSORS AND ASSIGNS

APPLICABLE LAW AND LEASE INTERPRETATION

COSTS OF COLLECTION, ENFORCEMENT AND DISPUTES

HOLDOVER

FORCE MAJEURE

LIMITATION ON LIABILITY

NOTICE OF LANDLORD’S DEFAULT

LEASE NOT TO BE RECORDED

SECURITY DEPOSIT