EX-10.1






3rd AMENDMENT AND LEASE EXTENSION AGREEMENT




THIS 3rd AMENDMENT AND LEASE EXTENSION AGREEMENT (this “Extension
Agreement”) is made and entered into as of the 1st day of March, 2018 by and between
FROST REAL ESTATE HOLDINGS, LLC, a Florida limited liability company (“Landlord”), and
LADENBURG THALMANN & CO. INC., a Delaware corporation (“Tenant”).



A. Landlord and Tenant have entered into that certain Office Lease dated March 30, 2007, as
amended by an Amendment and Lease Extension Agreement dated March 8, 2013 and a 2nd
Amendment to Lease Agreement dated November 15th, 2016 (as amended, the
“Lease”), for the premises described on Exhibit “A” attached thereto (the
“Premises”), in the building having an address of 4400 Biscayne Boulevard, Miami, Florida
33137 (all capitalized but undefined terms used herein shall have the meanings assigned to the same
in the Lease).



B. The Lease, by its terms, expires on February 28, 2018 (the “Prior Expiration Date”)
and the parties desire to extend the Lease, all on the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do
hereby agree as follows:



1. Recitals. The Recitals set forth above are true, correct and incorporated into
this Extension Agreement as if fully set forth herein.



2. Extension of Term. The expiration date of the Term of the Lease is hereby extended
from February 28, 2018 to February 28, 2023, in accordance with the terms of the Lease.
Accordingly, Section 1.6 of the Lease is hereby deleted and replaced with the following:




“1.6. Term: The period from the Commencement Date through February 28, 2023 , with two (2)
optional five (5) year extensions, which may be exercised as set forth below.




(a) Provided no default then exists (beyond the applicable notice and/or grace period and
that then remains uncured), Tenant may renew this Lease for one (1) additional period of
five (5) years (the “First Extension Term”) on the same terms provided in this Lease
(except as set forth below), by delivering written notice of the exercise thereof to
Landlord at least one hundred and eighty (180) days prior to the then expiration date of the
Term of this Lease. Upon Tenant’s timely notice of the exercise of the option to renew, the
Lease shall be extended on the same terms provided in this Lease, except as follows:




(i) The Rent payable during such First Extension Term shall be at Tenant’s then current
Rent, plus an increase of three and a quarter percent (3.25%) and, thereafter, an
increase of three and a quarter percent (3.25%) for each year of the First Extension
Term; and




(ii) Landlord shall lease to Tenant the Premises in their then current condition, and
Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction
allowance, tenant improvements allowance and the like) or other tenant inducements.




Tenant’s right to extend the term of this Lease shall terminate if (i) this Lease or
Tenant’s right to possession of the Premises is terminated or (ii) Tenant fails to timely
exercise its option under this Section 1.6, time being of the essence with respect to
Tenant’s exercise thereof.




(b) Provided no default then exists (beyond the applicable notice and/or grace period and
that then remains uncured), Tenant may renew this Lease for a second (2nd)
additional period of five (5) years (the “Second Extension Term”) on the same terms
provided in this Lease (except as set forth below), by delivering written notice of the
exercise thereof to Landlord at least one hundred and eighty (180) days prior to the
expiration date of the First Extension Term. Upon Tenant’s timely notice of the exercise of
the option to renew, the Lease shall be extended on the same terms provided in this Lease,
except as follows:




(i) The Rent payable during such Second Extension Term shall be at Tenant’s then current
Rent, plus an increase of three and a quarter percent (3.25%) and, thereafter, an
increase of three and a quarter percent (3.25%) for each year of the Second Extension
Term;




(ii) Tenant shall have no further renewal options unless hereafter expressly granted by
Landlord in writing; and




(iii) Landlord shall lease to Tenant the Premises in their then current condition, and
Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction
allowance, tenant improvements allowance and the like) or other tenant inducements.




Tenant’s right to extend the term of this Lease shall terminate if (i) this Lease or
Tenant’s right to possession of the Premises is terminated or (ii) Tenant fails to timely
exercise its option under this Section 1.6, time being of the essence with respect to
Tenant’s exercise thereof.”



3. Base Rent. Notwithstanding anything in the Lease to the contrary, including,
without limitation, Section 1.8 thereof, the Rent due for the Term of this Lease from March 1, 2018
through February 28, 2023 shall be as follows:



	 	 	 	 	 
	Lease Period in Months	 	Annual Base Rent	 	Monthly Base Rent
	3/1/18 – 2/28/19

3/1/19 – 2/28/20

3/1/20 – 2/28/21

3/1/21 – 2/29/22

3/1/22 – 2/28/23

	 	$511,079.28

$527,689.36

$544,839.26

$562,546.54

$580,829.30
	 	$42,589.94

$43,974.11

$45,403.27

$46,878.88

$48,402.44






4. No Brokers. Landlord and Tenant hereby represent and warrant to each other that neither
party has dealt with any real estate broker, finder or any other similar party that may claim a
commission or other similar compensation in connection with this Extension Agreement. Each party
shall indemnify the other from and against all loss, cost and expense, including, without
limitation, reasonable attorneys’ fees, incurred by such other party as a result of the breach of
this representation.



5. Whole Agreement. This Extension Agreement sets forth the entire agreement between the
parties with respect to the matters set forth herein. There have been no additional oral or
written representations or agreements with respect thereto. As extended and amended herein, the
Lease between the parties shall remain in full force and effect. In case of any inconsistency
between the provisions of the Lease and this Extension Agreement, the provisions of this Extension
Agreement shall govern and control. Under no circumstances shall this Extension Agreement be
deemed to grant any right to Tenant to further extend the Lease, other than as set forth herein.



6. Ratification. Except as otherwise modified by this Extension Agreement, the Lease is
unmodified and in full force and effect. As of the date each of Landlord and Tenant executes this
Extension Agreement, the respective Landlord and Tenant acknowledges that the Lease is in full
force and effect and that the respective Landlord and Tenant has, and asserts no defenses to, or
claims under the Lease and that neither party hereto is in default of any of its obligations under
the Lease, as modified by this Extension Agreement. This Extension Agreement may be executed in
counterparts, all of which shall be deemed to be one renewal, provided all of Landlord and Tenant
have executed identical counterparts. An electronically transmitted copy of this Extension
Agreement and any signatures thereon shall be considered for all purposes as originals.



[SIGNATURES APPEAR ON THE FOLLOWING PAGE]





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IN WITNESS WHEREOF, the Landlord and Tenant have duly executed this Amendment as of the day
and year first above written.



	 	 	 
	WITNESSES:	 	LANDLORD:
	 	 	FROST REAL ESTATE HOLDINGS, LLC, a Florida limited liability
	 	 	company
	 	 	By: /s/ Steven Rubin______________
	Print Name:	 	Name: Steven Rubin
	 	 	Title: Vice President
	 	 	TENANT:

	 	 	LADENBURG THALMANN & CO. INC., a Delaware corporation

By: /s/ Diane Chillemi—

	 	 	 

	Print Name:
	 	Name: Diane Chillemi

Title: Chief Financial Officer












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