ARIZONA SPINE AND PAIN SPECIALIST LEASE 5_2019.PDF

THIS LEASE

BETWEEN Country Club URMTA, LLC, a company duly incorporated under the laws of the State of
Arizona, having an office located at 118-1868 E Broadway, Tempe, Arizona 85282
(the « Landlord »)
OF THE FIRST PART

AND Arizona Spine and Pain Specialists, LLC, an Arizona limited liabillty company, dba
AZ Pain Doctors, a company duly incorporated -under the laws of the State of Arizona
(the « Tenant ») : °
OF THE SECOND PART

ARTICLE I - INTENT AND INTERPRETATION

Section 1.01 General Matters of Intent and Interpretation

(a) If a part of this Lease or the application of it to a party hereto, is to any extent held or rendered invalid,
unenforceable or illegal, that part:
(9) is independent of the remainder of the Lease and is severable from it, and its invalidity,
unenforceability or illegality does not affect, impair or invalidate the remainder of this Lease; and
(ii) continues to be applicable to and enforceable to the fullest extent permitted by law against any
applicable party, except those as to which it has been held or rendered invalid, unenforceable or
illegal.
(b) This Lease will be construed in accordance with the laws of the State of Arizona.

ARTICLE II - GRANT AND TERM

Section 2.01 The Premises

The Landlord leases to the Tenant and the Tenant leases from the Landlord, a portion of the building («Building»)
bearing civic number Suite 102, 1950 South Country Club Road, Mesa, Arizona 85210 (the “Premises”). The area of
the Premises consists of approximately Two Thousand One Hundred and Four (2,104) square feet of space,

Section 2.02 Acceptance of the Premises

The Tenant acknowledges and declares that it has examined and is perfectly aware of the state of the Premises, that it is
entirely satisfied therewith and that it rents and accepts the same in its present state, “as is”, unblemished and free from
damage requiring repair or replacement. The Landlord shall not be required to make any improvement, repair,
installation or replacement in, to or on the Premises, other than those more fully described and illustrated in the plan
annexed hereto as Schedule B. Notwithstanding the foregoing, the Landlord represents and warrants that the Premises
and the Building are compliant with all federal (including, but not limited’ to, the Americans With Disabilities Act),
state and local laws and ordinances applicable to the Premises and Building.

Section 2.03 The Term

The Tenant will have and hold the Premises for the term (the « Term ») commencing the first (1") day of May 2019
and terminating on the thirty-first (31st) day of July 2022, subject to any renewals as may be exercised herein,

Section 2.04 The Security Deposit

Tenant shall deposit with Landlord the sum of $3857.33 as security for the full and faithful performance of every
provision of this Lease to be performed by Tenant. If Tenant breaches any provision of this Lease, including but not
limited to the payment of rent, Landlord may use all or any part of this security deposit for the payment of any rent

or any other sums in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within ten (10) business
days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit
to its original amount, Tenant agrees that Landlord shall not be required to keep the security deposit in trust,
segregate it or keep:it separate from Landlord's general funds but Landlord may commingle the security deposit with
its general funds and Tenant shall not be entitled to interest on such deposit. At the expiration of the Lease Term,
and provided there exists no default by Tenant hereunder, the security deposit or any balance thereof shall be
returned to Tenant, provided that subsequent to the expiration of this Lease, Landlord may retain from said security
deposit (i) an amount reasonably estimated by Landlord to cover potential Direct Cost reconciliation payments due
with respect to the calendar year in which this Lease terminates or expires (such amount so retained shall not, in any
event, exceed ten percent (10%) of estimated Direct Cost payments due from Tenant for such calendar year through
the date of expiration or earlier termination of this Lease) and any amounts so retained and not applied to such
reconciliation shall be returned to Tenant within thirty (30) days after Landlord's delivery of the Statement for such
calendar year), and (ii) any and all amounts permitted by law or this Section 2.04.

ARTICLE III - RENT,
Section 3,01 Gross Rent

During the first year of the Term, the Tenant will pay to the Landlord at its head office, or at any other place
designated by the Landlord, in US funds, without demand and without deduction, abatement, set-off or
compensation, as Gross Rent: the sum of Twenty-one Dollars ($21.00) per square foot per annum payable by
way of twelve (12) equal consecutive monthly instalments. For the.purposes of clarity, the following chart
represents the amount of Gross Rent payable throughout the Term of the Lease:

cost per Rent with tax

Lease Start Date Months | Price per sf month included
May 1, 2019 1 0.00 $0.00 $0.00

2-13 21,00 $3682.00 $3764.85
14 0,00 $0.00 $0.00

15-26 21,50 $3769.66 $3854.48

27-38 22,00 $3857.33 $3944.12

(a) The Gross Rent as stipulated herein includes the Tenant’s proportionate share of all general and special real

estate taxes, municipal, school or otherwise, surtaxes, water and service charges, rates levies and assessments
imposed upon or in respect of the land and the Building as well as all operating costs of the Building including
all expenses and costs of every kind incurred by or on behalf of the Landlord, acting reasonably, in connection
with the ownership, management, administration, operation, supervision, repair, replacement, improvement
and maintenance of the immoveable property and electricity charges relating to the Premises. For the purposes
of clarity, the Tenant shall be exclusively responsible, at its own cost and expense, to clean the Premises to a
standard comparable to buildings of similar nature and age. In the event the Tenant desires that the Landlord
carry out the cleaning of the Premises, the Tenant shall be obliged to pay to the Landlord the additional sum of
$1.75 per square foot on an annual basis (tax included),

(b) In operating the central heating, ventilation and air conditioning system, the Landlord will cause the Premises
to be heated, ventilated and air conditioned during business hours from 7:00 am to 7:00 pm from Monday to
Friday inclusively in conformity with a thermal comfort standard comparable to a similar class of buildings.
The cost to provide the said services shall form part of the operating costs that are included in the Gross Rent.

In the event the Tenant desires these services on Saturdays, the Tenant shall be obliged to pay an additional
$200.00 per month (taxes excluded) during the months of November to April inclusively and an additional
$500.00 per month (taxes excluded) for the balance of the year.

(c) Notwithstanding any other provision of this Lease, Tenant shall pay to Landlord an amount equal to the
rental/transaction privilege taxes required to be paid by the City of Mesa and Maricopa County with respect
to Rent, whether characterized as any such taxes or otherwise (herein collectively called « Sales Taxes »).
The amount of the Sales Taxes so payable by Tenant shall be calculated by Landlord in accordance with
the applicable legislation and shall be paid to Landlord at the same time as the amounts to which such Sales
Taxes apply are payable to Landlord under the terms of this Lease or upon demand at such other time or
times as Landlord from time to time determines. Notwithstanding any other provision in this Lease, the
amount payable by Tenant pursuant to this paragraph shall be deemed not to be Rent, but Landlord shall
have all the same remedies for and rights of recovery of such amount as it has for the recovery of Rent.
Currently the tax. exigible by the City of Mesa is an amount equal to 1.75% of the Gross Rent and the tax
exigible by Maricopa County is an amount equal to 0.5% of the Gross Rent,

Section 3.02 Overdue Rent

If the Tenant fails to pay Rent within 3 days of its due date, the unpaid Rent bears interest from the due date to the date
of complete payment, whether before or after default or judgement and notwithstanding any provision of law to the
contrary, at the rate of 10% per annum plus a 50$ administration fee.

ARTICLE IV —- TAXES AND OPERATING EXPENSES

Section 4.01 Business Taxes and Other Taxes of the Tenant

The Tenant will pay, to the complete exoneration of the Landlord, to the taxing authorities, before delinquency, all of
its « Business Taxes », where Business Taxes means,

(a) every tax and license fee, whether invoiced to the account of the Tenant or to the account of the Landlord, that
is imposed against or in respect of business carried on at the Premises or in respect of the use or occupancy of
the Premises by the Tenant or its subtenants or licensees.

Section 4.02 In accordance with Section 4.03 below, Tenant will be responsible for paying certain Municipal
Taxes,

(a) « Municipal Taxes » means,

(i) real property taxes, rates, duties and assessments (including local improvement taxes) impost charges
or levies, that are levied, rated, charged or assessed against the Building or any part of it from time to
time (including, but not limited to, the Common Elements) by a taxing authority, whether federal,
provincial, municipal or otherwise, and any taxes and other amounts that are imposed instead of, or
in addition to, real property taxes whether similar or not, and whether in existence at the
Commencement Date or not, and any real property taxes levied or assessed against the Landlord or
the Owners on account of its or their ownership of or interest in the Building, plus

(ii) the taxes, rates, duties, assessments, impost charges or levies (referred to collectively as « water and
garbage removal taxes »), that are levied, rated, charged or assessed against the Building or any part
of it or the Taxpayer from time to time, with respect to garbage, trash, rubbish and refuse and their
removal and with respect to water and any taxes and other amounts that are imposed instead of, or in
addition to water and garbage removal taxes, whether similar or not, and whether in existence at the
Commencement Date or not.

(iii) an administration fee of fifteen percent of the costs referred to above.

Section 4.03 Proportion of Increase in Taxes Payable by Tenant

(a) Tenant shall not contest any Taxes or any valuation pertaining thereto and to the extent required, hereby
forever relinquishes and waives any right it has or may have in the present or the future to contest Taxes or

(b)

(c)

any valuation pertaining thereto. If during any year of the term of this Lease after 2019 (the Base Year),
Municipal Taxes exceed the Base Municipal Taxes (meaning the Municipal Taxes charged in the Base Year
of 2019), the Tenant shall pay to Landlord its Proportionate Share (as defined in Section 4.05 herein below) of
all said increases of Municipal Taxes. For greater certainty, Tenant is not entitled to any Gross Rent decrease
and the Gross Rent will not in any manner be reduced or modified if during any Rental Year, Municipal Taxes
be lesser than the Base Municipal Taxes.

The Tenant will pay the amounts payable under Section 4,03 (a) according to estimates or revised estimates
made by the Landlord from time to time in respect of each Rental Year. The Tenant's payments will be made
in advance in monthly amounts, determined by the Landlord, for petiods determined by the Landlord.
Notwithstanding the foregoing, when invoices or assessments for all or any portion of the Municipal Taxes so
estimated are received, the Landlord may bill the Tenant for Tenant's Proportionate Share of the increase
thereof and Tenant shall pay the Landlord the amounts so billed forthwith. Within a reasonable time after the
expiry of each Rental Year, the Landlord will deliver a statement (a « Tax Statement ») to the Tenant that:

(i) specifies the Tenant's Proportionate Share of the increase in Municipal Taxes for the Rental Year,
and ,

(ii) sets out the total, (the “Prepayment Total”), of amounts payable under this Section 4.03 (b) that have
been paid by the Tenant for such Rental Year, If the Prepayment Total, less any amounts that were previously
credited to the Tenant, and any amounts paid for arrears in respect of previous Rental Years (the « Net
Prepayment Total ») is less than the Tenant's Proportionate Share of Consultation Expenses and of the
increases in Municipal Taxes specified in the Tax Statement, the Tenant will pay the deficiency within 10
business days of receipt of the Tax Statement. If the Net Prepayment Total exceeds the Tenant's Proportionate
Share of the increases in Municipal Taxes specified in the Tax Statement, the Landlord will, at the Landlord's
discretion, apply the excess towards other amounts due by the Tenant or (unless the Tenant is then in default
under any term or condition of this Lease) refund the excess within 10 business days after delivery of the Tax
Statement. Failure of the Landlord to render any Tax Statement shall not prejudice Landlord's right to render
such Tax Statement thereafter or with respect to any other period. The rendering of a Tax Statement shall also
not affect the Landlord's right to subsequently render an amended or corrected Tax Statement,

If the last Rental Year expires or is terminated before the last day of a calendar year, the Landlord will deliver
to the Tenant a Tax Statement within a reasonable time after the expiry of such calendar year or, at the
Landlord's option, within a reasonable time after the last Rental Year. In the latter case, the Tenant's
Proportionate Share of increases in Municipal Taxes will be based on the Landlord's estimate of increases in
Municipal. In either case, the same terms and conditions set forth in the preceding subparagraph (b) apply
hereto.

Section 4,04 Proportion of Increases in Operating Expenses Payable by Tenant: Tenant agrees to pay its

Proportionate Share of the Operating Expenses starting in the year 2020 that are in excess of the Operating Expenses
during the Base Year of 2019.

(i)

(ii)

"Operating Expenses” means the total costs to the Landlord of the maintenance, operation and supervision of
the common areas and facilities of the land and Building. Without limiting the generality of the foregoing,
Operating Expenses shall include the costs of any or all of the following: insurance premiums, utilities (except
the Premises), washing windows (outside), snow removal, gardening and landscaping, repairs to and
replacement of paving, curbs, walkways, driveways and parking areas, landscaping, lawn sprinklers, and
drainage, the cost of building supplies and the cost of rental of any equipment used in the maintenance of the
common areas and facilities, , salaries and contributions to fringe benefits for all personnel employed to carry
out common area maintenance.

Notwithstanding the preceding subparagraph (i) to the contrary in any way, Operating Expenses exclude

the following: costs for (1) capital improvements made to the Premises, Building, Common Areas or land
(collectively referred to herein as the “Project”); (2) repair, replacements and general maintenance paid by proceeds
of insurance or by Tenant or other third parties; (3) interest, amortization or other payments on loans to Landlord;
(4) depreciation; (5) leasing commissions; (6) legal expenses for services, other than those that benefit the Project
tenants generally (e.g., tax disputes)-(7) renovating or otherwise improving space for occupants of the Project or
vacant space in the Project; (8) costs of special services rendered to individual tenants (excluding Tenant) for which

a special charge is made; (9) costs of improvements for Tenant or other tenants of the Project; (v) costs of services
or other benefits of a type which are not available to Tenant but which are available to other tenants or occupants,
and costs for which Landlord is reimbursed by other tenants of the Project other than through payment of tenants!
shares of increases in Operating Costs; (10) depreciation or amortization, other than as specifically enumerated in
the definition of Operating Costs above; (11) costs, fine or penalties incurred due to Landlord's violation of any law;
(12) any costs or expenses for which Landlord is reimbursed or indemnified (whether by an insurer, condemnor,
tenant or otherwise); (13) overhead and administrative costs of Landlord not directly incurred in the operation and
maintenance of the Project; (14) interest, amortization or other costs, including land trust and legal fees, transfer or
recordation taxes and other charges in connection with the ownership of the Project or the transfer thereof and any
costs associated with any mortgage, loan or refinancing of the Project or any common areas; (15) expenses incurred
for any necessary replacement of any item to the extent that it is reimbursed under warranty; (16) the cost of any
item or service which Tenant separately reimburses Landlord or pays to third parties; (17) legal fees relating to the
ownership, construction, leasing, sale of or any litigation in any way relating to the Project, or any common areas;
(18) all costs and expenses associated with the removal and cleanup of hazardous waste or toxic substances caused
directly and exclusively by Landlord (except that Tenant shall pay its pro rata share associated with the removal and
cleanup of hazardous waste or toxic substances caused directly or indirectly by any third party); (19) any personal
property taxes of the Landlord for equipment or items not used in the operation or maintenance of the Project nor
connected therewith, and (20) costs arising out of the negligence of Landlord which are covered by insurance
maintained by Landlord or required to be maintained by Landlord pursuant to this Lease, but not the cost of any
deductible paid by Landlord.

(ii) If during any Rental year starting in 2020, Operating Expenses exceed the Base Operating Expenses (2019),
the Tenant shall pay to Landlord, as additional rent, its Proportionate Share of all said increases of Operating
Expenses. The Landlord may during the Term estimate and re-estimate the Operating Expenses to the Leased
Premises and the Tenant's Proportionate Share of Operating Expenses for each twelve month period, all or
part of which period occurs during the Term, ending the last day of the Landlord's fiscal year, or such other
twelve (12) month period as the Landlord shall designate. Should the Landlord so decide, he shall instruct the
Tenant to pay equal monthly installments thereof in the amount of one-twelfth of the Landlord's current
estimate at the same time and in the same manner as monthly installments of Gross Rent. The Landlord shall
after the end of each such fiscal year or other period designated by the Landlord, submit to the Tenant a
statement showing the calculation of Operating Expenses to the Leased Premises and the Tenant's
Proportionate Share of Operating Expenses for the preceding fiscal year. To the extent:that'such amounts are
greater than the total amounts on account thereof actually paid by the Tenant, the difference shall be paid by
the Tenant to the Landlord within thirty (30) days following delivery by the Landlord of such statement, To
the extent that such amounts are less than the total amounts paid by the Tenant on account thereof—___(the
difference shall be retained by the Landlord and applied against the Tenant's obligations pursuant —to __ this
section for the following fiscal year.)

Tenant shall have the right to investigate and audit or cause its agents to investigate and audit the books and
records of the Landlord as relates to any such statement or updated statement, and such books and records
shall be provided to Tenant within 15 business days of the written request of the Tenant, Tenant waives his
Tight to audit if the request is not made within 30 days of receiving such statements.

Section 4.05 Tenant’s Proportionate Share

For the purposes of this Article IV, "Tenant’s Proportionate Share” means that numerator, which the square
footage of the Premises, and the denominator, which is square footage of the Building, including the area of the
Premises, 2104/29726 or 7.08 %.

Section 4.06 Base Year

For the purposes of this Article IV, the Base Year for the calculation of increases in Municipal Taxes
and/or Operating Expenses is 2019 and should the Building be less than ninety-five percent (95%)
occupied, Operating Expenses shall be calculated as if the building were ninety-five percent (95%)
occupied.

ARTICLE V - USE OF THE PREMISES

Section 5.01 Use of the Premises, Common Areas and Parking

(a) The Premises shall be used and occupied for the purpose of a pain management practice, which may include
imaging and related medical and administrative services, and for any other purpose permitted by law which is
not incompatible with the nature of the Building or any exclusivity that may exist at the time of acceptance of
the Offer to Lease. The Tenant acknowledges and confirms.that the Landlord makes no representations or
warranty to the Tenant conceming any aspect of the Building or the Premises and the Tenant is solely
responsible for satisfying itself concerning the suitability of the Premises for their intended use by the Tenant,
the applicable zoning and use restriction by-laws and availability of permits.

(b) The Tenant shall not disturb the normal enjoyment of the other tenants and/or the Landlord and shall see
and ensure that its officers, invitees, licensees, employees, servants, clients, agents, contractors, any Person
for whom the Tenant is responsible at law and any Person the Tenant allows or tolerates to use or to have
access to the Premises act in such a way as not to disturb the normal enjoyment of the other tenants and the
Tenant shall indemnify and save the Landlord harmless from all loss, claims, actions, damages, liability and
expenses in connection or arising from any violation of the foregoing.

(c) The Landlord shall have no control over the operating hours of the Tenant nor may it insist upon the
continuous operation of the Tenant on the Premises. Vacancy or failure to occupy the Premises shall not
constitute a change in form or destination of the Premises. In the event that the Tenant vacates or fails to
occupy the Premises, the Tenant shall nonetheless be responsible for the payment of all rentals attributable
to the Premises and for all of its other obligations under the Lease.

(d) The Tenant may use the Common Areas (defined as those areas used in common with other tenants of the
Building) with all others who are also entitled to use them. The Landlord may at all times, without court
authorization, change the form and the destination of the Building and of its Common Areas and carry out
all works, replacements, repairs and maintenance which it deems necessary to ensure the conservation and
the enjoyment of the Building and the Premises. If the Landlord proceeds with such works, it shall ensure
that the enjoyment of the Premises is not diminished.

(e) The Tenant shall be entitled to the use of parking areas reasonably in common with the -Landlord or other
tenants of the Building and their employees, invitees and licensees. It is specifically understood that the
Landlord may at its sole and unfettered discretion alter, expand, or vary in any manner whatsoever the
parking areas of the Premises, including the designation of spaces for the exclusive use of the Tenant
employing the ratio of 5 parking spaces per 1000 square feet of occupied Premises. Tenant shall have 2
reserved parking spaces free of charge for the entire term of the lease. If available, tenant may lease
additional reserved parking spaces for $30 per space.

Section 5.02 Conduct of Operation

The Tenant will throughout the Term, conduct the operation set out in Section 5.01 in the whole of the Premises. In
the conduct of the Tenant's business, the Tenant will:

{a) not knowingly and intentionally allow or cause to exist or occur in the Premises anything which may be or
result in a nuisance or annoyance to the Landlord or any visitor or tenants of the Building, or which shall be in breach
of any by-law or other legal requirement or any reasonable requirement of any insurer under any policy affecting the
Landlord or any part of the Building;

(b) not knowingly and intentionally allow or cause any act or omission to occur which may damage the Premises
or Building or any business conducted therein, shall keep the Premises at all times orderly and tidy. The Tenant shall
not dispose of any trash or refuse on or about the Premises or anywhere else on the property or allow or cause any
sounds or odours to emanate from the Premises that are objectionable in the Landlord's sole opinion;

{c) not knowingly and intentionally do, or permit anything to be done on or about the Premises or the Building
which may injure or obstruct the rights of Landlord, or of other tenants or occupants of the Building, or of owners or
occupants of adjacent or contiguous property, or do anything on or about the Premises or the Building or bring or keep
anything therein which will in any way conflict with the regulations of the Fire, Police, or Health departments or with
the rules, regulations, by-laws or ordinances of any governmental authority having jurisdiction over the Premises
and/or the Building, all of which Tenant undertakes to abide by and conform to; or

(d) conduct no illegal and/or criminal activity.

Section 5.03 Compliance with and Observance of Law
(a) The Tenant will comply with the statutes, regulations, ordinances or other governmental requirements relating
to its ability to enter into and comply with this Lease.

(b) The Tenant will comply at all times with all laws, by-laws, regulations and ordinances of all applicable
governmental or quasi-governmental authorities which pertain to the Premises, the Tenant's use of the
Premises, the conduct of business in the Premises, or the doing of work on the Premises. The Tenant is not
required, however, to remedy work done by the Landlord in contravention of or without the permits required
by law.

(c) The Landlord warrants that the Premises comply with all legal requirements,

VI - INSURANCE AND INDEMNITY

Section 6.01 Tenant's Insurance

(a) The Tenant will maintain the insurance described below throughout the Term and any period when it is in
possession of the Premises, and each policy of that insurance will name, as insureds, the Tenant, and_as
additional insureds the Landlord (both in its capacity as Landlord and hypothecary creditor) and the
Mortgagee as their respective interests may appear. The insurance that the Tenant is required to maintain is as
follows:

(i) all risks property insurance in an amount of at least ninety percent (90%) of the full replacement cost,
insuring
(1) all property owned by the Tenant, or for which the Tenant is legally liable, or installed by or
on behalf of the Tenant, and
2) the Tenant's inventory and moveable equipment;

(ii) public liability and property damage insurance including personal injury liability, contractual
liability, non-owned automobile liability, employers liability, and _shalf ensure that any independent
contractor performing work on Tenant’s behalf indemnify Landlord from any liability resulting from
its acts or omissions with respect to the Premises and the Tenant’s use of the Common Elements and
name Landlord as may be appropriate as an additional insured to the professional and general
liability policies maintained by the contractor. The coverage shall include the activities and
operations conducted by the Tenant and any other Person on.the Premises and by the Tenant and any
other Person performing work on behalf of the Tenant and those for whom the Tenant is in law
responsible, in any other part of the Building. These policies will
(1) be written on a comprehensive basis with inclusive limits of at least Two Million Dollars

($2,000,000,00) per occurrence for bodily injury for any one or more Persons, or property
damage, (but the Landlord, acting reasonably, or the Mortgagee, may require higher limits
from time to time), and

(2) contain a severability of interests clause and cross liability clauses,

Section 6.02 Landlord’s Insurance

(a) The Landlord will maintain the insurance described below throughout the Term. The insurance that the
Landlord is required to maintain is as follows:

(i) all risks property insurance in an amount of at least ninety percent (90%) of the full replacement cost,
insuring the Building;

(i) public liability and property damage insurance including personal injury liability, contractual liability
with respect to the Building and Landlord’s obligations with respect to the Common Elements. The coverage shall
include the activities and operations conducted by the Landlord and any other Person performing work on behalf of the

Landlord and those for whom the Landlord is in law responsible, in any other part of the Building. These policies will
be written on a comprehensive basis with inclusive limits of at least Two Million Dollars ($2,000,000.00) per
occurrence for bodily injury for any one or more Persons, or property damage.

Section 6.03 Loss or Damage

Landlord or any of Landlord’s lenders (a “Mortgagee”) is liable for damage to the property of the Tenant or of others
located on the Premises or elsewhere, and will be responsible for the disturbance of enjoyment of the Premises or for
loss of or damage to, or loss of use of property of the Tenant or others from any cause within the control of Landlord or
Mortgagee. Without limiting the general intent of the indemnity granted to the Tenant, Landlord or Mortgagee is not
liable for damage to property resulting from fire, explosion, gas, electricity, water, rain, flood, snow or leaks from any
part of the Premises or the Building or from pipes, appliances, plumbing works, roof or subsurface of any floor or
Ceiling, or from the street or any other place, or by dampness or by any other cause resulting from an Act of God or
otherwise unless due to the breach of this Lease, the wilful misconduct or grossly negligent acts or omissions of
Landlord or Mortgagee and Landlord or Mortgagee is not liable for damage or inconvenience caused by other tenants
or Persons allowed or tolerated by Landlord or Mortgagee or another tenant to use or to have access to the Building or
Persons in the Building or by occupants of property adjacent to the Building, or the public, or caused by construction or
by any private, public, or quasi-public work, unless such person having access to the Building as permitted by Landlord
or Mortgagee causes damage or injury to the Premises or persons therein, All property of the Tenant or any other
Person kept or stored on the Premises shall be so Kept or stored at the risk and peril of the Tenant only and the Tenant
releases the Landlord and Mortgagee and agrees to save them harmless from claims arising out of damage to the same.

Section 6.04 Enyironmental Indemnities.

Tenant shall indemnify Landlord and hold Landlord harmless from any cost, liability or expense imposed upon
Landlord under any local, state or federal law, ordinance, statute, rule, regulation, or judicial or administrative order
because of or arising out of any contamination of the property on which the Premises are located or any contamination
of groundwater or surrounding lands due to the actions of Tenant or Tenant’s employees or agents, Landlord shall
indemnify Tenant and hold Tenant harmless from any cost, liability or expense imposed upon Tenant under any local,
provincial or federal law, ordinance, statute, rule, regulation, or judicial or administrative order because of or arising
out of any contamination of the property on which the Premises are located or any contamination of groundwater or
surrounding lands either at the inception of this Lease or because of or arising out of contamination of the property on
which the Premises are located that was not caused by the actions of Tenant or Tenant’s employees or agents.

ARTICLE VII — IMPROVEMENTS, MAINTENANCE, REPAIRS AND ALTERATIONS

Section 7.01 Improvements by the Landlord

The Landlord shall carry out, at its sole cost and expense all of the modifications to the Premises that are necessary
to comply with the specifications of the Tenant’s plan contained in Schedule B as approved by the Landlord (“the
Improvements”).

Section 7,02 Maintenance and Repairs by the Landlord

The Landlord shall, at its own expense, carry out all structural repairs and repairs arising from inherent structural
defects or weaknesses, including, without limitation, repairs to the footings, foundations, columns, beams, bracing,
slabs, roof deck, shear walls and bearing walls. The Landlord shall maintain and repair as part of the operating
expenses of the Building all common facilities, equipment and areas including without limitation, the HVAC,
plumbing and electrical systems and elevators and shall perform all such maintenance and repairs in a professional
manner in keeping with the character of the Building, In carrying out these repairs, Landlord will employ its best

efforts not to disrupt the business of the Tenant and will provide reasonable advance notice to the fullest extent
possible should such repairs entail some interference with the Tenant’s business.

Section 7.03 Maintenance and Repairs by the Tenant

The Tenant undertakes to maintain the interior of the Premises in good repair with the exception of reasonable wear
and tear, damage not attributable to the fault of the Tenant by fire, damage by fire, lightning, tempest, Acts of God,
riots or insurrections, civil commotions, damage resulting from the negligence or omission of the Landlord, its agents,
assigns, invitees or employees or other tenants. If damage is caused to the Premises or to the immoveable property by
the act, neglect, fault, lack of skill, or misuse of the Tenant or its officers, agents, servants, employees, contractors,
clients, invitees, licensees or Persons for whom the Tenant is responsible in law or any person allowed or tolerated by
the Tenant to use or to have access to the immoveable property or the Premises or generally any person having business
with the Tenant, the Tenant will repair the damage, or at the Landlord's option, pay to the Landlord on demand the cost
of repairing the damage plus a sum equal to fifteen percent of the costs for the Landlord's administrative charge.

ARTICLE VIII - LEASEHOLD IMPROVEMENTS

Section 8.01 All of the leasehold improvements to be carried out in the Premises, other than the Improvements more
fully described in Schedule B, shall be subject to the prior approval of the Landlord and to the following conditions:

8.1.1 If the leasehold improvements are effected by the Landlord, the Tenant must pay all costs thereof on
demand,

8.1.2 If such leasehold improvements are effected by the Tenant, it shall, at its expense, under pain of
suspension of the work, execute such work by contractors approved by the Landlord whose consent shall
not be unreasonably withheld, delayed or conditioned. Such contractors shall:

(a) furnish to the Landlord the plans and specifications of the proposed leasehold
improvements; if the plans and specifications are approved, such leasehold improvements
must be made in accordance with same; :

(b) obtain all required permits and authorizations;
(c) effect the leasehold improvements pursuant to instructions from the Landlord; and

(d) subscribe for liability insurance covering their activities in the Building for a minimum
amount of two million dollars ($2,000,000),

Section 8.02 Any leasehold improvements, whether they have been affected by the Tenant or by the Landlord, prior
to or during the Term, shall, upon their completion, become a part of the Premises and shall be surrendered with the
Premises at the expiry of the Lease, without any compensation being due -by the Landlord to the Tenant, Tenant
shall not be required to remove any leasehold improvements unless (i) they were made without the consent of
Landlord and (ii) Landlord notified Tenant that removal would be required at the time Landlord approved Tenant’s
plans therefor. In such a case of removal, the Tenant shall effect the necessary repairs for any damage to the
Premises arising from their removal,

The Tenant shall turn the Premises over to the Landlord upon the expiry of the Lease in a “broom clean, as is”
condition with no obligation to demolish any of the improvements nor to repair what would be considered to be
norma! wear and tear, or Acts of God or repairs for which the Landlord is responsible, save and except for any
extraordinary items and any special installations which the Landlord may require their removal at the Tenant’s cost
and expense. The Tenant must, at the expiry of the Lease, remove all movable property and its fixtures found on the
Premises, subject to the fulfilment of all of its obligations pursuant to the Lease. All movable property found on the
Premises after the expiry of the Lease shall be deemed to have been abandoned and the Landlord may dispose of
same at its sole discretion without compensation.

ARTICLE IX - ASSIGNMENT.

Section 9.01 Mandatory Consent of the Landlord - The Tenant shall not assign the Lease or sublet the Premises
in whole or in part, nor suffer a portion or all of the Premises to be utilized by another person without the written
consent of the Landlord, which consent may not be unreasonably withheld, delayed or conditioned. The prior written
consent of the Landlord shall not be required in the case of the transfer of the Lease to an affiliated entity, the whole
subject to the fulfilment by the Tenant of all the other terms contained in this Article.

Section 9.02 Presumed Assignment - If the Tenant is a corporation, a company, a general partnership, a limited
partnership or an undeclared partnership, a change in the legal and/or beneficial contro! thereof shall be deemed to
be an assignment.

Section 9.03 Information to be provided - If the Tenant wishes to sublet the Leased Premises or assign the Lease,
it shall provide the Landlord with the following information:

9.03.1 the name, address and telephone number of the proposed subtenant or assignee or in the case of a
change in the effective control of a corporation, a company, a general partnership, a limited partnership or
an undeclared partnership the names, addresses and telephone numbers of the senior executives of a
corporation, a company, a general partnership, a limited partnership or an undeclared partnership acquiring
the control thereof; :

9.03.2 references ftom banks and other credit organizations, financial statements (if available) and any
other information relating to commercial experience which the Landlord may reasonably require for the
purposes of its evaluation;

9.03.3.3 if the subtenant or the assignee is a corporation, a company, a general partnership, a limited
partnership or an undeclared partnership, the constituting documents or declarations thereof, as the case
may be; and

9.03.4 the agreement of sublease or assignment.

9.04 Justified Refusal - The Landlord may refuse the sublease or ‘the assignment, for any reasonable cause,
including to the following:

9.04.1 should the Tenant be in substantial or repetitive default of any of its obligations stipulated in the
Lease ;

9.04.2 failure to provide the required information pursuant to section 9.03;
9.04.3 the poor reputation or precarious financial situation of the subtenant or the assignee;

9.04.4 should the Landlord be of the view that the subtenant or the assignee has the intention to modify the
use of the Leased Premises or may carry out activities which may cause injury or prejudice to the Landlord
or to other tenants in the Building; or

9.04.5 should the subtenant or the assignee fail to provide the Landlord with a guarantee of the Lease in the
same manner and form as provided herein.

9.06 Joint and Several Liability - Where the Premises are sublet, the Tenant’s liability shall remain joint and
several with the Subtenant for all of the tenant’s obligations pursuant to the: Lease so that the Landlord may compel
the Tenant to observe all of the obligations of the Lease as if no Sublease had occurred if and to the extent Subtenant
defaults or fails to meet any obligation of the Lease.

9.07 Default of the Subtenant - Should the subtenant fail to perform its obligations and therefore causes damage to
the Landlord or to the other tenants or occupants of the Building, the Landlord may apply for the cancellation of the
sublease,

9.08 Expenses of the Sublease or the Assignment - If the sublease or the assignment is accepted, the Tenant shall
reimburse the Landlord for the related administrative expenses incurred by the Landlord as a result thereof not to
exceed $500.00 which shall be remitted at the time of signature of the agreement of sublease or assignment, as the case
may be.

ARTICLE X - ACCESS AND ALTERATIONS

Section 10.01 Right of Entry by Landlord
It is not a breach of any obligation for quiet enjoyment if the Landlord enters the Premises at any time after
giving 48-hours’ prior notice when possible

(i) to make works, repairs, alterations, improvements or additions to the Premises or the immoveable
property or adjacent property, provided Landlord shall use its reasonable efforts so as not to
adversely affect at all times Tenant's business, having regard to such works, repairs, alterations,
improvements or additions,

(ii) To verify and ascertain if the Tenant is utilizing space in excess of the area comprised by the
Premises,

Section 10.02 Access to Premises by Tenant prior to commencement of the Lease

The Tenant shall have access to the Premises thirty (30) days prior to the commencement of the Lease for the
installation of its fixtures. Any fixturing to be carried out by the Tenant shall be coordinated with the Landlord.
During this period, the terms and conditions of the Lease shall apply mutatis mutandis, save and except that the
Tenant shall not be required to pay the Basic Rent to the Landlord.

Section 10.03 Access to Premises and Common Areas by Tenant

Subject to force majeure, or other reasons beyond the Landlord’s control, the Tenant, its employees, agents and
invitees shall have uninterrupted access to the Premises on an around-the-clock basis throughout the Term and any
renewals thereof, the whole in accordance with Building rules and regulations, provided that said rules and
regulations will not at no time intentionally impede the operation of the Tenant’s business conducted on the
Premises, For the purposes of the Lease, the term ”around-the-clock” signifies 24 hours per day, 7 days per week,
365 days per year.

ARTICLE XI - DEFAULT.
Section 11.01 Default and Remedies
(a) An « Event of Defautt » shall occur whenever:
(i) the Tenant defaults in the payment of Rent or Sales Taxes after same shall have become due and

payable and said amounts remain unpaid five (5) days after Tenant has received written notice of
such from Landlord as herein provided;

(ii) the Tenant commits a breach other than a default in the payment of Rent or Sales Taxes, and fails to
remedy the breach within twenty (20) business days after written notice that

(1) specifies particulars of the breach, and

(2) requires the Tenant to remedy the breach (or if the breach would reasonably take more than
twenty (20) business days to remedy, fails to start remedying the breach within the twenty
{20) business day period, or fails to continue diligently and expeditiously to complete the
remedy);

(iii) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or
insolvent debtors or files, makes or causes to be filed or made, as the case may be, any notice of
intention to file a proposal, any proposal, assignment, plan or arrangement with, to or in respect of
its creditors; or

(v) the Tenant abandons or attempts to abandon the Premises.

(b) Notwithstanding any provision of law to the contrary, upon the occurrence of any Event of Default, Landlord
shall be entitled to all rights and remedies under the applicable law. The full amount of the current month and
the next months instalment of Gross Rent will become due and payable.

(c) Should an Event of Default occur and should the Landlord have instituted proceedings to cancel this Lease,
the Tenant will not have any right to prevent such cancellation by remedying its default,

Section 11.02 Remedies

The remedies under this Lease in favor of both parties are cumulative, No remedy is exclusive or dependent upon any
other remedy. Any one or more remedies may be exercised generally or in combination, The specifying or use of a
remedy under this Lease does not limit rights to use other remedies available at law generally,

In addition to the foregoing, should Landlord breach a term or condition of this Lease, Landlord shall have 30 days to
cure such breach; provided, however, should such cure take longer than 30 days from the date of Tenant’s written
notice describing the breach to cure and Landlord is using its good faith and best efforts to effectuate the cure, then the
Landlord will not be in breach or default if such cure is achieved no later than an additional 30 days (60 days total from
the first notice from Tenant). Should such cure not be made in the 60-day period, the Tenant may avail itself of all
remedies under Arizona law.

ARTICLE XII - SUBORDINATION AND ATTORNMENT

12,01 Assignment by the Landlord - In the event of the sale of the Building or the assignment by the Landlord of
the Lease in favour of a third party (the "Assignee"), the Landlord shall be released of all of its future obligations
towards the Tenant, subject to the condition that such obligations be assumed by the Assignee.

12.02 Subordination - All of the Tenant’s rights under this Lease shall be subordinate to those of any creditor
holding a charge against the Building or of any other Assignee of the Landlord’s rights under this Lease. The
Landlord undertakes to obtain consents and non-disturbance agreements with respect to Tenant’s occupation of the
Premises from all present and future secured creditors in this regard.

12,03 Signature of Documents - The Tenant shall sign any document reasonably requested by Landlord so fong as
such document does not modify or amend this Lease or Tenant’s rights in any way.

ARTICLE XIII —- DAMAGE OR DESTRUCTION

13.01 Not Tenantable Within 90 Days. If any damage or destruction (a “Casualty”) renders the whole or any
material part of the Premises untenantable and Landlord determines (in Landlord’s reasonable discretion) that
Landlord cannot make the whole Premises tenantable within 90 days after the date of the Casualty, then Landlord
will notify Tenant of such determination within 20 days after the date of the Casualty. Landlord’s notice will specify
the anticipated date the Premises could be made tenantable. If Landlord determines, by the 30" day after the

Casualty, that the Premises cannot be tenantable in the period that ends 90 days after the Casualty, then Landlord
and Tenant each have the right to terminate this Lease effective on the date 30 days after the date of Landlord’s
notice. All Rent shall abate from the date of the Casualty.

13,02 Property Substantially Damaged. If the Property is damaged or destroyed by any Casualty (regardless
whether the Premises is affected) and the damage reduces the value of the Building by more than 50% (as Landlord
reasonably determines value (absent restoration) before and after the Casualty), then notwithstanding anything to the
contrary in Section 13.01 Landlord may, at Landlord’s option, by notifying Tenant within 60 days after the
Casualty, terminate this Lease effective on the date 30 days after the date of Landlord’s notice, All Rent shall abate
from the date of the Casualty.

ARTICLE XIV MISCELLANEOUS

Section 13.01 Qverholding - No Tacit Renewal

This Lease shall terminate on the expiry of the Term, and any continued occupation of the Premises by Tenant after the
termination date shall be presumed to be against the will of Landlord and shall not have the effect of extending or
renewing this Lease for any period of time and there will be no tacit renewal of this Lease. In the event the Tenant
holds over for more than two (2) months after the expiration of the Lease, Landlord may hold the Tenant responsible
for all damages suffered by the Landlord as a result of such holding over and charge occupation rent to Tenant and the
Tenant shall indemnify, hold harmless and defend Landlord from all claims made by a successor tenant resulting from
Landlord's delay in delivering possession of the Premises to such successor tenant. In such a case Landlord may
consider the Tenant as a tenant from month to month at a monthly Gross Rent payable in advance on the first day of
each month equal to one hundred and fifty per cent (150%) the amount of Gross Rent for the last month of the Term
and otherwise upon the same terms and conditions as are in this Lease as far as they apply to a monthly tenancy
including the payment of Rent. Nothing herein contained shall be deemed to waive any right Landlord may have to
tecover possession of the Premises upon the expiration or earlier termination of the Term of this Lease or any renewal
thereof.

Section 13.02 Waiver

The waiver by the Landlord or the Tenant of a default under this Lease is not a waiver of any subsequent default. The
Landlord's acceptance of Rent after a default is not a waiver of any preceding default under this Lease even if the
Landlord knows of the preceding default at the time of acceptance of the Rent. No term, covenant or condition of this
Lease will be considered to have been waived by the Landlord or the Tenant unless the waiver is in writing.

Section 13.03 Accord and Satisfaction

Payment by the Tenant or receipt by the Landlord of Jess than the required monthly payment of Gross Rent is on
account of the earliest stipulated Gross Rent. An endorsement or statement on a cheque or letter accompanying a
cheque or payment as Rent is not an acknowledgement of full payment or an accord and satisfaction, and the Landlord
may accept and cash the cheque or payment without prejudice to its right to recover the balance of the Rent or pursue
its other remedies,

Section 13.04 Force Majeure

Despite the rest of this Lease, if the Landlord or the Tenant is, in good faith, delayed or prevented from doing anything
required by this Lease, because of a strike; labour trouble; inability to get materials or services; power failure;
restrictive governmental laws or regulations; riots; insurrection; sabotage; rebellion; war; act of God; or any other
similar reason, that is not the fault of the party delayed, the doing of the thing is excused for the period of the delay and
the party delayed will do what was delayed or prevented within the appropriate period after the delay. The preceding
sentence does not excuse either party from any financial obligation.

Section 13.06 Survival of Obligations

The rights and obligations of the Landlord and the Tenant in respect of obligations that arose or existed prior to or at
the expiry or other termination of the Term shall survive such expiry or other termination, In particular and without
limitation the expiry or other termination of this Lease shall not prejudice in any manner Landlord's rights in respect of
arrears of Rent, the right of each party to recover damages in respect of a default by the other occurring prior to or at
the expiry or other termination of this Lease.

Section 13.07 Entire Agreement

There are no covenants, promises, agreements, conditions, representations, incitement, parallel, accessory or
concomitant agreement or understandings, either oral or written, between the parties concerning this Lease, the
Premises, the immoveable property or any matter related to all or any of them, except those that are set out in this
Lease, All representations, promises, guarantees and incitements made by the Landlord or its agents or representatives,
if any, and upon which the Tenant relies, are contained in this Lease and the Tenant expressly acknowledges, for now
and always, that it did not rely on any other representation, promise, guarantee or incitement which is not contained in
this Lease. No alteration, amendment, change or addition to this Lease is binding upon the Landlord or Tenant unless it
is in writing and signed by the Tenant and an authorised representative of the Landlord

Section 13.08 Confidentiality

The Landlord and Tenant hereby undertake to keep all of the terms and conditions that are contained herein
confidential at all times, both before, during and after the lease term and shall not disclose the same to any third
party at any time except to Third Parties that serve as fiduciaries and agree to be bound by the provisions contained
in this paragraph.

Section 13.09 Commission

The Landlord shall pay a commission to Kidder Matthews in accordance with a separate agreement that was entered
into between the Landlord and Kidder Matthews

Section 13.10 Option to Renew

Provided the Tenant is not in Default of any of the terms and conditions that are contained herein and in particular
has not been in substantial or repetitive default under the Lease and is itself in occupancy of the Premises, the
Landlord shall grant to the Tenant one (1) option to renew the Lease for the space it then occupies for a further
period of three (3) years each, upon the same terms and conditions as contained herein, which option is to be
exercised no sooner than twelve (12) months, nor later than nine (9) months prior to the end of the respective Term
by written notice to the Landlord, failing which, said options shall expire and be null and void. Notwithstanding the
generality of the foregoing, the Gross Rent to be paid throughout the renewal term shall be the then market rent for
space of comparable size, quality and location. This option to renew shall not be valid in the event of the sale of the
property to a new owner who wishes to occupy the Premises.

Ifthe Tenant disagrees with any fair market value presented by the Landlord, it may rescind its option.

The present option to renew is deemed to be a personal right of the Tenant that may not be passed to or devolved
upon any assignee or transferee or subtenant of this Lease, be it of the entire Premises or a portion thereof.

Section 13.11 Signage

Tenant, at its sole cost and expense shall be entitled to install its name and/or logo on the monument sign facing
Country Club Road, nearest to the entrance of the Premises and on the Building. Additionally, Tenant, at its sole
cost and expense, shall be entitled to install suite identification signage on the window of or on the door to the
Premises, the whole subject to the prior written consent of the Landlord, which consent cannot be unreasonably
withheld.

Section 13.12 Payments Due Upon Signature of the Lease

Concurrent with the execution of the present Lease, the Tenant shal] remit to the Landlord the Security Deposit and
the Gross Rent payable for the first Month of the initial Lease Term; totaling $7622.18.

Section 13.13 Notice Address and Rent Payment Address

Any notice required or permitted to be given or served by either party to this Lease shall be deemed to have been
given or served when made in writing and delivered by hand, or by certified U.S, mail addressed as follows:

Landlord: Country Club URMTA, LLC
PO BOX 5177
Mesa, Arizona, 85211
Tenant: Arizona Spine and Pain Specialists, LLC kb
Seite t02-1950S Comment; 29280 M SF “Ave, Ste 11T-0/7
besarstrizorras B5210+
Glendale , Az 85308

All rent and other payments required hereunder shall be made to Landlord at the below address. The addresses may
be changed from time to time-by either party by serving notice as above provided.

Country Club URMTA, LLC
P.O. Box 413117
Salt Lake City, UT 84141-3117

A notice, demand, request or consent will be considered to have been given or made on the day that it is delivered, or, if
mailed, on the third day following the date of mailing, or, if faxed on the first day following its sending and
acknowledgement of receipt.

Either party may notify the other in writing of a change of address, and the address specified in the notice will be
considered as the address of that party for the giving of notices under this Lease. If the postal service is interrupted or
substantially delayed, any notice, demand, request or other instrument will only be delivered in person or by fax. A
notice given by or to one Tenant is a notice by or to all of the Persons who aré the Tenant under this Lease.

THE TENANT ACKNOWLEDGES HAVING OBTAINED ALL INFORMATION USEFUL OR
NECESSARY TO MAKE AN INFORMED DECISION TO EXECUTE THE PRESENT LEASE.

f
WHEREOF, the Landlord and the Tenant have signed this Lease as and of the 9) day of April 2019.

Country —— LLC Arizona Spine and Pain Specialists, LLC
(Landlord) (Tenant)
ees
Per; Per:

Thomas Ahdoot

iZ Wl Hogan ) Ro
CEH

SCHEDULE A

Plan of Premises

E
ie)
j=

2,104sf
SUITE 102
1950 South Country Club Drive Mesa, AZ

SCHEDULE B
Description and Plan of Improvements to be carried out by the Landlord

- Repaint the suite
- Replace flooring for vinyl vct