EX-10.1






EXHIBIT 10.1




HIGHWOODS/FLORIDA HOLDINGS, L.P.

(“Landlord”)




and




COMPREHENSIVE BEHAVIORAL CARE, INC.

(“Tenant”)




OFFICE LEASE




 









 





TABLE OF CONTENTS




	 	 	 
	Article 1:

	 	Basic Definitions and Provisions
	 

	 	a. Premises
	 

	 	b. Term
	 

	 	c. Lease Year
	 

	 	d. Permitted Use
	 

	 	e. Occupancy Limitation
	 

	 	f. Base Rent
	 

	 	g. Rent Payment Address
	 

	 	h. Security Deposit
	 

	 	i. Business Hours
	 

	 	j. After Hours HVAC Rate
	 

	 	k. Parking
	 

	 	l. Notice Addresses
	 

	 	m. Broker
	Article 2:

	 	Leased Premises
	 

	 	a. Premises
	 

	 	b. Common Areas
	Article 3:

	 	Term
	 

	 	a. Commencement and Expiration Dates
	 

	 	b. Delivery of Possession
	 

	 	c. Right to Occupy
	Article 4:

	 	Use
	 

	 	a. Permitted Use
	 

	 	b. Prohibited Equipment in Premises
	Article 5:

	 	Rent
	 

	 	a. Payment Obligations
	 

	 	b. Base Rent
	 

	 	c. Additional Rent
	Article 6:

	 	Security Deposit
	Article 7:

	 	Services by Landlord
	 

	 	a. Base Services
	 

	 	b. Landlord’s Maintenance
	 

	 	c. No Abatement
	Article 8:

	 	Tenant’s Acceptance and Maintenance of Premises
	 

	 	a. Acceptance of Premises
	 

	 	b. Move-in Obligations
	 

	 	c. Tenant’s Maintenance
	 

	 	d. Alterations to Premises
	 

	 	e. Restoration of Premises
	 

	 	f. Landlord’s Performance of Tenant’s Obligations
	 

	 	g. Construction Liens
















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	Article 9:

	 	Property of Tenant
	 

	 	a. Personal Property Taxes
	 

	 	b. Removal
	Article 10:

	 	Signs
	Article 11:

	 	Access to Premises
	 

	 	a. Tenant’s Access
	 

	 	b. Landlord’s Access
	Article 12:

	 	Tenant’s Compliance
	 

	 	a. Laws
	 

	 	b. Rules and Regulations
	Article 13:

	 	Insurance Requirements
	 

	 	a. Tenant’s Liability Insurance
	 

	 	b. Tenant’s Property Insurance
	 

	 	c. Certificates of Insurance
	 

	 	d. Insurance Policy Requirements
	 

	 	e. Right to Increase Requirements
	 

	 	f. Landlord’s Property Insurance
	 

	 	g. Mutual Waiver of Subrogation
	Article 14:

	 	Indemnity
	Article 15:

	 	Quiet Enjoyment
	Article 16:

	 	Subordination; Attornment; Non-Disturbance; and Estoppel Certificate
	 

	 	a. Subordination and Attornment
	 

	 	b. Non-Disturbance
	 

	 	c. Estoppel Certificates
	Article 17:

	 	Assignment — Sublease
	 

	 	a. Landlord Consent
	 

	 	b. Permitted Assignments/Subleases
	 

	 	c. Notice to Landlord
	 

	 	d. Prohibited Assignments/Sublease
	 

	 	e. Limitation on Rights of Assignee/Sublessee
	 

	 	f. Landlord’s Right to Collect Sublease Rents Upon Tenant Default
	 

	 	g. Excess Rents
	 

	 	h. Landlord’s Fees
	Article 18:

	 	Damages to Premises
	 

	 	a. Landlord’s Restoration Obligations
	 

	 	b. Tenant’s Restoration Obligations
	 

	 	c. Termination of Lease by Landlord
	 

	 	d. Termination of Lease by Tenant
	 

	 	e. Rent Abatement
	Article 19:

	 	Eminent Domain
	 

	 	a. Effect on Lease
	 

	 	b. Right to Condemnation Award
	Article 20:

	 	Environmental Compliance
	 

	 	a. Tenant’s Responsibility
















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	 	b. Liability of the Parties
	 

	 	c. Inspections by Landlord
	Article 21:

	 	Default
	 

	 	a. Tenant’s Default
	 

	 	b. Landlord’s Remedies
	 

	 	c. Landlord’s Expenses
	 

	 	d. Remedies Cumulative
	 

	 	e. No Accord and Satisfaction
	 

	 	f. No Reinstatement
	 

	 	g. Landlord’s Default
	Article 22:

	 	Multiple Defaults
	 

	 	a. Loss of Option Rights
	 

	 	b. Increased Security Deposit
	Article 23:

	 	Bankruptcy
	 

	 	a. Trustee’s Rights
	 

	 	b. Adequate Assurance
	 

	 	c. Assumption of Lease Obligations
	Article 24:

	 	Notices
	 

	 	a. Addresses
	 

	 	b. Form; Delivery; Receipt
	Article 25:

	 	Holding Over
	Article 26:

	 	Right to Relocate
	 

	 	a. Substitute Premises
	 

	 	b. Upfit of Substitute Premises
	 

	 	c. Relocation Costs
	 

	 	d. Lease Terms
	Article 27:

	 	Broker’s Commissions
	Article 28:

	 	Patriot Act Compliance
	 

	 	a. Tenant Representation
	 

	 	b. Not a Prohibited Person
	 

	 	c. No Transactions
	 

	 	d. Certification
	Article 29:

	 	General Provisions/Definitions
	 

	 	a. No Agency
	 

	 	b. Force Majeure
	 

	 	c. Building Standard Improvements
	 

	 	d. Limitation on Damages
	 

	 	e. Satisfaction of Judgments Against Landlord
	 

	 	f. Interest
	 

	 	g. Legal Costs
	 

	 	h. Sale of Premises or Building
	 

	 	i. Time of the Essence
	 

	 	j. Transfer of Security Deposit
	 

	 	k. Tender of Premises
















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	 	l. Tenant’s Financial Statements
	 

	 	m. Recordation
	 

	 	n. Partial Invalidity
	 

	 	o. Binding Effect
	 

	 	p. Entire Agreement; Construction
	 

	 	q. Good Standing
	 

	 	r. Terminology
	 

	 	s. Headings
	 

	 	t. Choice of Law
	 

	 	u. Effective Date
	Article 30:

	 	Special Conditions
	Article 31:

	 	Addenda and Exhibits
	 

	 	a. Lease Addendum Number One — Work Letter
	 

	 	b. Lease Addendum Number Two — Additional Rent — Operating Expense Pass Throughs
	 

	 	c. Lease Addendum Number Three — Intentionally Omitted
	 

	 	d. Lease Addendum Number Four — Intentionally Omitted
	 

	 	e. Lease Addendum Number Five — Tenant Parking Agreement
	 

	 	f. Exhibit A — Premises
	 

	 	g. Exhibit B — Rules and Regulations
	 

	 	h. Exhibit C — Commencement Agreement
















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OFFICE LEASE




          THIS
OFFICE LEASE (“Lease”), made this ___
12th___ day of November, 2008, by and between
HIGHWOODS/FLORIDA HOLDINGS, L.P., a Delaware Limited Partnership, By: Highwoods Properties, Inc.,
as agent, (“Landlord”) and COMPREHENSIVE BEHAVIORAL CARE, INC., a Nevada corporation, (“Tenant”),
provides as follows:




          1. BASIC DEFINITIONS AND PROVISIONS. The following basic definitions and provisions apply to
this Lease:




	 	 	 	 	 
	a. Premises.

	 	Rentable Square Feet:
	 	18,489 
	 
	 	 	 	 
	 

	 	Suite:
	 	101 
	 

	 	Building:
	 	Pavilion
	 

	 	Office Park:
	 	Tampa Bay Park
	 

	 	Street Address:
	 	3405 West Martin Luther King Jr. Blvd.
	 

	 	City/County:
	 	Tampa / Hillsborough
	 

	 	State/Zip Code:
	 	Florida / 33607
	 
	 	 	 	 
	b. Term.

	 	Number of Months:
	 	24 
	 

	 	Commencement Date:
	 	January 1, 2009
	 

	 	Rent Commencement Date:
	 	January 1, 2009
	 

	 	Expiration Date:
	 	December 31, 2010






          c. Lease Year. The term “Lease Year” shall have the following meaning: the first Lease Year
shall commence as of the Commencement Date and shall end on the last day of the 12th
full month thereafter. If the Commencement Date is not the first day of a calendar month, the
first Lease Year shall include the partial month in which the Commencement Date occurs and the 12
full months immediately following the partial month. Each successive Lease Year shall be the
12-month period commencing on the day immediately following the last day of the prior Lease Year.




	 	 	 
	d. Permitted Use.

	 	General Office
	 
	 	 
	e. Occupancy Limitation.

	 	No more than five (5) persons per 1,000 rentable square feet of the Premises.






          f. Base Rent. The minimum base rent for the Term is $868,983.00, payable in monthly
installments on the 1st day of each month in accordance with the following Base Rent
Schedule:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	       MONTHS	 	ANNUAL RENT/PSF	 	MONTHLY RENT	 	ANNUAL RENT
	1/1/09 - 12/31/09
	 	$	23.00	 	 	$	35,437.25	 	 	$	425,247.00	 
	1/1/10 - 12/31/10
	 	$	24.00	 	 	$	36,978.00	 	 	$	443,736.00	 
















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	g. Rent Payment Address.

	 	HIGHWOODS/FLORIDA HOLDINGS, L.P.
	 

	 	P. O. Box 406396
	 

	 	Atlanta, GA 30384-6396
	 

	 	Attn: Pavilion
	 

	 	Tax ID #: 56-1993389
	 
	 	 
	h. Security Deposit.

	 	$75,835.72 
	 
	 	 
	i. Business Hours.

	 	8:00 A.M. to 6:00 P.M. Monday through Friday (excluding National and State Holidays).
	 
	 	 
	j. After Hours HVAC Rate.

	 	$35.00 per hour, per zone, with a minimum of two hours per occurrence.
	 
	 	 
	k. Parking.

	 	Not to exceed five (5) spaces per 1,000 rentable square feet. See Tenant Parking Agreement — Addendum Five.
	 
	 	 
	l. Notice Addresses.
	 	 






	 	 	 
	LANDLORD:

	 	HIGHWOODS/FLORIDA HOLDINGS, L.P.
	 

	 	3100 Smoketree Court, Suite 600
	 

	 	Raleigh, North Carolina 27604
	 

	 	Attn: Manager, Lease Administration
	 

	 	Facsimile #: 919/876-2448
	 
	 	 
	with a copy to:

	 	HIGHWOODS PROPERTIES, INC.
	 

	 	3111 W. Dr. Martin Luther King, Jr. Blvd.
	 

	 	Suite 300
	 

	 	Tampa, Florida 33607
	 

	 	Attn: Lease Administrator
	 
	 	 
	TENANT:

	 	COMPREHENSIVE BEHAVIORAL CARE, INC.
	 

	 	3405 W. Dr. Martin Luther King Jr. Blvd., Suite 101
	 

	 	Tampa, Florida 33607
	 

	 	Attn:Robert Landis
	 

	 	Facsimile #:                                         






	 	 	 
	m. Broker.

	 	Todd Brandon
	 

	 	UGL-Equis
	 

	 	4890 W Kennedy Boulevard
	 

	 	Suite 940
	 

	 	Tampa, FL 33609
















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          2. LEASED PREMISES.




          a. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises identified
in Section 1a and as more particularly shown on Exhibit A, attached hereto.




          b. Common Areas. Tenant shall have non-exclusive access to those portions of the building not
set aside for leasing to tenants or reserved for Landlord’s exclusive use, including, but not
limited to, entrances, hallways, lobbies, elevators, restrooms, walkways, parking areas and
structures, and plazas, if any (“Common Areas”). Landlord has the exclusive right to (i) designate
the Common Areas, (ii) change the designation of any Common Area and otherwise modify the Common
Areas, and (iii) permit special use of the Common Areas, including temporary exclusive use for
special occasions. Tenant shall not interfere with the rights of others to use the Common Areas.
All use of the Common Areas shall be subject to any rules and regulations reasonably promulgated by
Landlord.




          3. TERM.




          a. Commencement and Expiration Dates. The Lease Term commences on the Commencement Date and
expires on the Expiration Date, as set forth in Section 1b. The Commencement Date and Expiration
Date shall be adjusted as follows:





	 	i.	 	If Tenant requests possession of the Premises prior to the Commencement
Date, and Landlord consents, the Commencement Date shall be the date of possession.
All Rent (as hereafter defined) and other obligations under this Lease shall begin
on the date of possession, but the Expiration Date shall remain the same; provided,
however, that if the Rent Commencement Date set forth in Section 1b is different
than the Commencement Date, then the Rent Commencement Date shall be adjusted so as
to maintain the same amount of time between the Rent Commencement Date and the
earlier Commencement Date, and Tenant’s obligation to pay Rent shall begin on the
adjusted Rent Commencement Date.
	 
	 	ii.	 	If Landlord, for any reason, cannot deliver possession of the Premises
to Tenant on the Commencement Date, then the Commencement Date, Expiration Date,
and all other dates that may be affected by their change, shall be revised to
conform to the date of Landlord’s delivery of possession of the Premises to Tenant.
Any such delay shall not relieve Tenant of its obligations under this Lease, and
neither Landlord nor Landlord’s agents shall be liable to Tenant for any loss or
damage resulting from the delay in delivery of possession. Notwithstanding the
foregoing, in the event Landlord is unable to deliver possession of the Premises
within 90 days after the original Commencement Date set forth in Section 1b
(excluding any delays resulting from force majeure or caused by Tenant — “Excused
Delays”), then Tenant may terminate this Lease by giving notice to Landlord within
100 days of the original Commencement Date (excluding Excused Delays). Tenant may
not terminate the Lease, however, if it has taken possession of any part of the
Premises.
	 
	 	iii.	 	At Landlord’s election, the Commencement Date and Expiration Date may
be set forth in a Commencement Agreement similar to Exhibit C, attached hereto, to
be prepared by Landlord and promptly executed by the parties.





          b. Delivery of Possession. Unless otherwise specified in the Work Letter attached as Lease
Addendum Number One, “delivery of possession” of the Premises shall mean the earlier of: (i) the
date Landlord has the Premises ready for occupancy by Tenant, or (ii) the date Landlord could have
had the Premises ready had there been no delays attributable to Tenant.














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          c. Right to Occupy. Tenant shall not occupy the Premises until Tenant has complied with all of
the following requirements to the extent applicable under the terms of this Lease: (i) delivery of
all certificates of insurance, (ii) payment of any required Security Deposit, (iii) payment of
first month’s Rent (and the applicable sales/use tax) in the amount of $37,917.86; (iv) execution
and delivery of any required Guaranty of Lease; (v) if Tenant is an entity, receipt of a good
standing certificate from the State where it was organized and a certificate of authority to do
business in the State in which the Premises are located (if different); and payment of all costs
and expenses in excess of the Allowance or other costs and expenses incurred in connection with the
Tenant Improvements for which Tenant is responsible. Tenant’s failure to comply with these (or any
other conditions precedent to occupancy under the terms of this Lease) shall not delay the
Commencement Date.




          4. USE.




          a. Permitted Use. The Premises may be used only for general office purposes in connection with
Tenant’s Permitted Use as defined in Section 1d and in accordance with the Occupancy Limitation as
set forth in Section 1e. Tenant shall not use the Premises:





	 	i.	 	In violation of any restrictive covenants which apply to the Premises;
	 
	 	ii.	 	In any manner that constitutes a nuisance or trespass or disturb other
tenants in the Building or Office Park, as applicable;
	 
	 	iii.	 	In any manner which increases any insurance premiums, or makes such
insurance unavailable to Landlord on the Building; provided that, in the event of
an increase in Landlord’s insurance premiums which results from Tenant’s use of the
Premises, Landlord may elect to permit the use and charge Tenant for the increase
in premiums, and Tenant’s failure to pay Landlord the amount of such increase
within 10 days after receipt of Landlord’s written demand shall be an event of
default;
	 
	 	iv.	 	In any manner that creates unusual demands for electricity, heating or
air conditioning; or
	 
	 	v.	 	For any purpose except the Permitted Use, unless consented to by
Landlord in writing.





          b. Prohibited Equipment in Premises. Tenant shall not install any equipment in the Premises
that runs continuously (for example, equipment in a computer server room) or places unusual demands
on the electrical, heating or air conditioning systems (“High Demand Equipment”) without Landlord’s
prior written consent, which shall not be unreasonably withheld, delayed or conditioned. No such
consent will be given if Landlord determines, in its opinion, that such High Demand Equipment may
not be safely used in the Premises or that electrical service is not adequate to support the High
Demand Equipment. Landlord’s consent may be conditioned, without limitation, upon separate metering
of the High Demand Equipment and Tenant’s payment of all engineering, equipment, installation,
maintenance, removal and restoration costs and utility charges associated with the High Demand
Equipment and the separate meter, as well as administrative costs as provided below. If High Demand
Equipment used in the Premises by Tenant affects the temperature otherwise maintained by the
heating and air conditioning system, Landlord shall have the right to install supplemental air
conditioning units in the Premises and/or require Tenant to use any existing supplemental units
serving the Premises. If supplemental units are required by Landlord pursuant to the foregoing
sentence, or if Tenant requests the installation and/or use of any supplemental units, then the
cost of engineering, installation, operation and maintenance of the units shall be paid by Tenant.
All costs and expenses relating to High Demand Equipment and Landlord’s administrative costs (such
as reading meters and calculating invoices) shall be Additional Rent, payable by Tenant within 10
days after receipt of Landlord’s invoice.




          5. RENT.




          a. Payment Obligations. Beginning on the Rent Commencement Date, Tenant shall pay Base Rent
and Additional Rent (collectively, “Rent”) on or before the first day of each calendar month during
the Term, as follows:














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	 	i.	 	Rent payments shall be sent to the Rent Payment Address set forth in
Section 1g.
	 
	 	ii.	 	Rent shall be paid without previous demand or notice and without set
off or deduction. Tenant’s obligation to pay Rent under this Lease is completely
separate and independent from any of Landlord’s obligations under this Lease.
	 
	 	iii.	 	If the Rent Commencement Date is a day other than the first day of a
calendar month, then Rent for such month shall be (i) prorated for the period
between the Rent Commencement Date and the last day of the month in which the Rent
Commencement Date falls, and (ii) due and payable on the Rent Commencement Date.
	 
	 	iv.	 	If Rent is not received within five days of the due date, Landlord
shall be entitled to an overdue payment fee in the amount of five percent (5%) of
all Rent due.
	 
	 	v.	 	If Landlord presents Tenant’s check to any bank and Tenant has
insufficient funds to pay for such check, then Landlord shall be entitled to the
maximum lawful bad check fee or five percent (5%) of the amount of such check,
whichever amount is less.





          b. Base Rent. Tenant shall pay Base Rent as set forth in Section 1f.




          c. Additional Rent. In addition to Base Rent, Tenant shall pay as rent all sums and charges
due and payable by Tenant under this Lease (“Additional Rent”), including, but not limited to, the
following:





     i. Tenant’s Proportionate Share of the increase in Operating Expenses and Taxes as set
forth in Lease Addendum Number Two; and




     ii. any sales or use tax imposed on rents collected by Landlord or any tax on rents in
lieu of ad valorem taxes on the Building, even though laws imposing such taxes attempt to
require Landlord to pay the same; provided, however, if any such sales or use tax are
imposed on Landlord and Landlord is prohibited by applicable law from collecting the amount
of such tax from Tenant as Additional Rent, then Tenant hereby agrees that the Base Rent
payable under this Lease shall be increased by an amount equal to the sales or use tax that
otherwise would have been passed through Tenant as Additional Rent.



          6. SECURITY DEPOSIT. Simultaneously with Tenant’s execution and delivery of the Lease, Tenant
shall deposit with Landlord a Security Deposit in the amount set forth in Section 1h. Landlord
shall retain the Security Deposit as security for the performance by Tenant of all of its Lease
obligations. The Security Deposit shall not bear interest. If Tenant at any time fails to perform
any of its obligations under this Lease, including, without limitation, its Rent or other payment
obligations, its restoration obligations, or its insurance and indemnity obligations, then
Landlord, at its option, may apply the Security Deposit (or any portion) to cure Tenant’s default
or to pay for damages caused by Tenant’s default. If the Lease has been terminated, then Landlord
may apply the Security Deposit (or any portion) against the damages incurred as a consequence of
Tenant’s breach. The application of the Security Deposit shall not limit Landlord’s remedies for
default under the terms of this Lease. If Landlord depletes the Security Deposit, in whole or in
part, prior to the Expiration Date or any termination of this Lease, then Tenant shall restore
immediately the amount so used by Landlord. Within 30 days after the expiration or earlier
termination date of this Lease, Landlord shall refund to Tenant any unused portion of the Security
Deposit after first deducting the amounts, if any, necessary to cure any outstanding default of
Tenant, to pay any outstanding damages for Tenant’s breach of the Lease, or to restore the Premises
to the condition to which Tenant is required to leave the Premises upon the expiration or
termination of the Lease. Landlord shall deliver the unused portion of the Security Deposit to
Tenant’s Notice Address set forth in Section 1l above. If Tenant’s Notice Address is the address
for the Premises, then Tenant shall notify Landlord in writing of a forwarding address to which
Landlord should send the Security Deposit. If: (a) Landlord sends the unused portion of the
Security Deposit to Tenant’s Notice Address or, if applicable, the forwarding address as directed
by Tenant; (b) the Security Deposit is returned to Landlord as “undeliverable” for any reason other
than an error by Landlord or the mail courier; and (c) Landlord, after using its best efforts, is
unable to locate Tenant within 90 days thereafter, then Tenant shall be deemed to have waived any














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rights Tenant has to the unused portion of the Security Deposit, and Landlord may retain the
Security Deposit for its own use. Tenant may not credit any unused portion of the Security Deposit
against Rent owed under the Lease.




          7. SERVICES BY LANDLORD.




          a. Base Services. Provided that Tenant is not then in default beyond any applicable cure
period, Landlord shall cause to be furnished to the Building, or as applicable, the Premises, in
common with other tenants the following services:





	 	i.	 	Water (if available from city mains) for drinking, lavatory and toilet
purposes.
	 
	 	ii.	 	Electricity (if available from the utility supplier) for the building
standard fluorescent lighting and for the operation of general office machines.
	 
	 	iii.	 	Building standard fluorescent lighting; Tenant shall service, replace
and maintain at its own expense any incandescent fixtures, table lamps, or lighting
other than the Building Standard fluorescent light, and any dimmers or lighting
controls other than controls for the building standard fluorescent lighting.
	 
	 	iv.	 	Heating and air conditioning for the reasonably comfortable use and
occupancy of the Premises during Business Hours as set forth in Section 1i.
	 
	 	v.	 	After Business Hours, weekend and holiday heating and air conditioning
at the After Hours HVAC rate set forth in Section 1j, with such charges subject to
commercially reasonable annual increases as determined by Landlord.
	 
	 	vi.	 	Janitorial services five days a week (excluding National and State
holidays) after Business Hours; provided, however, that Tenant shall be solely
responsible for stocking supplies for use by Tenant and its employees, agents,
invitees and guests in the Premises, such as paper towels, dish washing detergent,
break room/kitchen items (such as plates, cups and napkins) and other similar
items.
	 
	 	vii.	 	A reasonable pro-rata share of the unreserved, nonexclusive parking
spaces of the Building, not to exceed the Parking specified in Section 1k, for use
by Tenant’s employees and visitors in common with the other tenants and their
employees and visitors.




Notwithstanding the foregoing or any provision herein to the contrary, in the event that any
supplemental air conditioning units are installed in the Premises by or on behalf of Tenant at
Tenant’s request or by Landlord pursuant to Section 4.b above, Tenant shall be solely responsible
for all costs associated with the installation, operation, maintenance, repair and replacement of
the supplemental units, including, without limitation, all electrical costs associated with the
supplemental units, which shall be separately metered. Notwithstanding the foregoing, any
supplemental units that are two tons or less shall not be separately metered; instead, Tenant shall
reimburse Landlord on a monthly basis for the costs and expenses associated with electrical service
for each of these units (the “HVAC Reimbursement”). The monthly HVAC Reimbursement shall be
Additional Rent and shall be due and payable at the same time and in the same manner as monthly
Base Rent. The amount of the monthly HVAC Reimbursement for each unit shall be determined
according to the following formula:





(# tons of the supplemental unit) x (1.5 kW/ton) x (500 hours) x (Average Rate/kWh) =
monthly HVAC Reimbursement per unit



     The Average Rate/kWh is a fraction, the numerator of which is the average cost of electricity
billed to Landlord by the applicable utility provider during the applicable billing cycle, and the
denominator of which is the total kWh consumed at the Building during that same billing cycle.
Landlord shall have the right to adjust the monthly HVAC Reimbursement annually based on the
Average Rate/kWh for the preceding 12-month period, and Landlord shall notify Tenant in writing of
the adjustment. With respect to determining the Average Rate/kWh for any newly constructed
buildings, the Average Rate/kWh for the first 12 months following the completion of the new
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shall be the average of the Average Rate/kWh for all of the buildings owned by Landlord or its
affiliates in the greater Tampa, Florida area for the billing cycle immediately preceding the
completion of the new building; thereafter, the Average Rate/kWh for the new building shall be
determined and adjusted as set forth above.




          b. Landlord’s Maintenance. Landlord shall make all repairs and replacements to the Building
(including Building fixtures and equipment), Common Areas and Building Standard Improvements in the
Premises, except for repairs and replacements that Tenant must make under Article 8. Landlord shall
not be obligated to repair or maintain Non-Standard Improvements (as defined in this Lease).
Landlord’s maintenance shall include the roof, foundation, exterior walls, interior structural
walls, all structural components, and all base Building systems, such as mechanical, electrical,
HVAC, and plumbing. Repairs or replacements shall be made within a reasonable time (depending on
the nature of the repair or replacement needed) after receiving notice from Tenant or Landlord
having actual knowledge of the need for a repair or replacement.




          c. No Abatement. There shall be no abatement or reduction of Rent by reason of any of the
foregoing services not being continuously provided to Tenant, except that if any of the foregoing
services is interrupted due solely to the negligence or willful misconduct of Landlord or its
employees, agents or contractors such that Tenant cannot reasonably conduct its Permitted Use in
the Premises from the standpoint of prudent business management, and the interruption continues for
a period of at least seven consecutive business days following Landlord’s receipt of notice from
Tenant, then Rent shall abate during the period beginning on the eighth consecutive business day of
the interruption and ending on the date the service is restored; provided, however, that if only a
portion of the Premises is rendered unusable for Tenant’s Permitted Use as a result of the
interruption and Tenant can continue to use the remainder as determined from the standpoint of
prudent business management, then Rent shall abate only in proportion to the amount of the Premises
in which Tenant is unable to conduct its Permitted Use. Landlord shall have the right to shut down
the Building systems (including electricity and HVAC systems) for required maintenance and safety
inspections, and in cases of emergency.




          8. TENANT’S ACCEPTANCE AND MAINTENANCE OF PREMISES.




          a. Acceptance of Premises. Except as expressly provided otherwise in this Lease, Tenant’s
occupancy of the Premises is Tenant’s representation to Landlord that (i) Tenant has examined and
inspected the Premises, (ii) finds the Premises to be as represented by Landlord and satisfactory
for Tenant’s intended use, and (iii) constitutes Tenant’s acceptance of the Premises “as is”.
Landlord makes no representation or warranty as to the condition of the Premises except as
specifically set forth elsewhere in this Lease.




          b. Move-In Obligations. Tenant shall schedule its move-in with the Landlord’s Property
Manager. Unless otherwise approved by Landlord’s Property Manager, move-in shall not take place
during Business Hours. Prior to the move-in, Tenant must provide the name, address and contact
information for Tenant’s moving company, and the moving company must comply with Landlord’s
requirements, including insurance. During Tenant’s move-in, a representative of Tenant must be
on-site with Tenant’s moving company to insure proper treatment of the Building and the Premises.
Elevators, entrances, hallways and other Common Areas must remain in use for the general public
during business hours. Any specialized use of elevators or other Common Areas must be coordinated
with Landlord’s Property Manager. Tenant must properly dispose of all packing material and refuse
in accordance with the Rules and Regulations. Any damage or destruction to the Building or the
Premises caused by Tenant or its moving company, employees, agents or contractors during Tenant’s
move-in will be the sole responsibility of Tenant.




          c. Tenant’s Maintenance. Tenant shall: (i) keep the Premises and fixtures in good order; (ii)
repair and replace Non-Standard Improvements installed by or at Tenant’s request that serve the
Premises (unless the Lease is ended because of casualty loss or condemnation); and (iii) not commit
waste. “Non-Standard Improvements” means such items as (i) High Demand Equipment and separate
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the termination point, (iii) raised floors for computer or communications systems, (iv) telephone
equipment, security systems, and UPS systems, (iv) equipment racks, (v) alterations installed by or
at the request of Tenant after the Commencement Date, (vi) equipment installed in a kitchen,
kitchenette or break room within the Premises, including any ice machine, refrigerator, dishwasher,
garbage disposal, coffee machine and microwave, sink and related faucets, water filter and water
purification system, (vii) kitchen drain lines; and (ix) any other improvements that are not part
of the Building Standard Improvements, including, but not limited to, special equipment, decorative
treatments, lights and fixtures and executive restrooms.




          d. Alterations to Premises. Tenant shall make no structural or interior alterations to the
Premises without the prior written approval of Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed; provided, however, that Landlord shall have sole and absolute
discretion to grant or deny its approval of any proposed alterations that would affect (i) any
structural portions of the Premises and/or Building; and/or (ii) any Building systems, such as the
HVAC, plumbing or electrical systems. If Tenant requests alterations, Tenant shall provide Landlord
with a complete set of construction drawings. If the requested alterations are approved by
Landlord, then Landlord shall determine the actual cost of the work to be done. Tenant may then
either agree to pay Landlord to have the work done or withdraw its request for alterations. If
Tenant agrees to pay Landlord to have the work done, then the parties will execute a letter
agreement setting forth the scope of the work to be done and the terms and conditions upon which
the work will be performed.




          e. Restoration of Premises. At the expiration or earlier termination of this Lease, Tenant
shall (i) deliver each and every part of the Premises in good repair and condition, ordinary wear
and tear and damage by insured casualty excepted, and (ii) restore the Premises at Tenant’s sole
expense to the same condition as existed at the Commencement Date, ordinary wear and tear and
damage by insured casualty excepted. If Tenant has required or installed Non-Standard Improvements,
such improvements shall be removed as part of Tenant’s restoration obligation. Landlord, however,
may grant Tenant the right to leave any Non-Standard Improvements in the Premises if at the time of
such Non-Standard Improvements were installed, Landlord agreed in writing that Tenant could leave
such improvements. Tenant shall repair any damage caused by the removal of any Non-Standard
Improvements.




          f. Landlord’s Performance of Tenant’s Obligations. If Tenant does not perform its maintenance
or restoration obligations in a timely manner, commencing the same within five days after receipt
of notice from Landlord specifying the work needed, and thereafter diligently and continuously
pursuing the work until completion, then Landlord shall have the right, but not the obligation, to
perform such work on Tenant’s behalf. Any amounts expended by Landlord on such maintenance or
restoration shall be Additional Rent to be paid by Tenant to Landlord within 10 days after demand.




          g. Construction Liens. Tenant shall keep Landlord’s property, including, without limitation,
the Premises, Building, Common Areas and real estate upon which the Building and Common Areas are
situated (collectively “Landlord’s Property”), free from any liens arising out of any work
performed, materials furnished, or obligations incurred by or on behalf of Tenant. Should any lien
or claim of lien be filed against Landlord’s Property by reason of any act or omission of Tenant or
any of Tenant’s agents, employees, contractors or representatives, then Tenant shall cause the same
to be canceled and discharged of record by bond or otherwise within 10 days after the filing
thereof. Should Tenant fail to discharge the lien within 10 days, then Landlord may discharge the
lien. The amount paid by Landlord to discharge the lien (whether directly or by bond), plus all
administrative and legal costs incurred by Landlord, shall be Additional Rent payable by Tenant
within 10 days after receipt of Landlord’s written demand. The remedies provided herein shall be
in addition to all other remedies available to Landlord under this Lease or otherwise.














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          9. PROPERTY OF TENANT.




          a. Personal Property Taxes. For purposes of this Lease, “Tenant’s Property” shall mean
Tenant’s trade fixtures, equipment, furniture and other personal property. Tenant shall pay when
due all taxes levied or assessed upon Tenant’s Property.




          b. Removal. Upon the expiration or earlier termination of the Lease, Tenant shall remove all
of Tenant’s Property from the Premises, and Tenant, at its expense, must repair all damages caused
by such removal. If Tenant does not remove Tenant’s Property from the Premises upon the expiration
or earlier termination of this Lease, such property shall be deemed abandoned by Tenant; and
Landlord, at Tenant’s expense, may dispose of the same in whatever manner Landlord may elect
without any liability to Tenant.




          10. SIGNS. Tenant may not erect, install or display any sign or advertising material upon the
exterior of the Building or Premises (including any exterior doors, walls or windows) without the
prior written consent of Landlord, which consent may be not be unreasonably withheld, conditioned
or delayed . Initial keying and door and directory signage shall be provided and installed by the
Landlord in accordance with building standards at Tenant’s expense, unless otherwise provided in
the Work Letter attached as Lease Addendum Number One.




          11. ACCESS TO PREMISES.




          a. Tenant’s Access. Tenant, its agents, employees, invitees, and guests, shall have access to
the Premises and reasonable ingress and egress to the Common Areas of the Building 24 hours a day,
seven days a week; provided, however, Landlord by reasonable regulation may control such access for
the comfort, convenience, safety and protection of all tenants in the Building, or as needed for
making repairs and alterations. Tenant shall be responsible for providing access to the Premises
to its agents, employees, invitees and guests after Business Hours and on weekends and holidays,
but in no event shall Tenant’s use of and access to the Premises during non-Business Hours
compromise the security of the Building.




          b. Landlord’s Access. Landlord shall have the right to enter the Premises at any time without
notice in the event of an emergency. Additionally, Landlord shall have the right, at all
reasonable times and upon reasonable oral notice, either itself or through its authorized agents,
to enter the Premises (i) to make repairs, alterations or changes that Landlord is permitted or
required to make pursuant to the terms of this Lease, (ii) to inspect the Premises, mechanical
systems and electrical devices, and (iii) to show the Premises to prospective mortgagees and
purchasers. Within 180 days prior to the Expiration Date, Landlord shall have the right, either
itself or through its authorized agents, to enter the Premises at all reasonable times and upon
reasonable oral notice to show prospective tenants. Except in cases of emergency, Landlord shall
use reasonable efforts to minimize any interruption to Tenant’s business operations during any
entry by Landlord into the Premises.




          12. TENANT’S COMPLIANCE.




          a. Laws. Tenant shall comply with all applicable laws, ordinances and regulations affecting
the Premises, whether now existing or hereafter enacted.




          b. Rules and Regulations. Tenant shall comply with the Rules and Regulations attached as
Exhibit B. The Rules and Regulations may be modified from time to time by Landlord, effective as
of the date delivered to Tenant or posted on the Premises, provided such rules are reasonable in
scope and uniformly applicable to all tenants in the Building. Any conflict between this Lease and
the Rules and Regulations shall be governed by the terms of this Lease.














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          13. INSURANCE REQUIREMENTS.




          a. Tenant’s Liability Insurance. Throughout the Term, Tenant, at its sole cost and expense,
shall keep or cause to be kept for the mutual benefit of Landlord, Landlord’s Property Manager, and
Tenant, Commercial General Liability Insurance (1986 ISO Form or its equivalent) with a combined
single limit, each Occurrence and General Aggregate-per location, of at least $2,000,000.00, which
policy shall insure against liability of Tenant, arising out of and in connection with Tenant’s use
of the Premises, and which shall insure the indemnity provisions contained in this Lease. Landlord
shall be named as an Additional Insured on any and all liability insurance policies required under
this Lease.




          b. Tenant’s Property Insurance. Tenant, at its own cost and expense, shall also carry the
equivalent of ISO Special Form Property Insurance on Tenant’s Property for full replacement value
and with coinsurance waived.




          c. Certificates of Insurance. Prior to taking possession of the Premises, and annually
thereafter, Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. If Tenant fails to provide Landlord with certificates or other evidence
of insurance coverage, Landlord may obtain the required coverage on Tenant’s behalf, in which event
the cost of such coverage shall be Additional Rent due and payable by Tenant within 10 days after
receipt of Landlord’s written demand.




          d. Insurance Policy Requirements. Tenant’s insurance policies required by this Lease shall:
(i) be issued by insurance companies licensed to do business in the state in which the Premises are
located with a general policyholder’s ratings of at least A- and a financial rating of at least VI
in the most current Best’s Insurance Reports available on the Commencement Date, or if the Best’s
ratings are changed or discontinued, the parties shall agree to a comparable method of rating
insurance companies; (ii) endorsed to be primary to all insurance available to Landlord, with
Landlord’s being excess, secondary or noncontributory; (iii) contain only standard and/or usual
exclusions or restrictions; (iv) have a deductible or self-insured retention of no more than
$50,000.00 unless approved in writing by Landlord; and (v) provide that the policies cannot be
canceled, non-renewed, or coverage reduced except after at least 30 days’ prior notice to Landlord.
All deductibles and/or retentions shall be paid by, assumed by, for the account of, and at
Tenant’s sole risk. Tenant may provide the insurance required by virtue of the terms of this Lease
by means of a policy or policies of blanket insurance so long as: (a) the amount of the total
insurance allocated to the Premises under the terms of the blanket policy or policies furnishes
protection equivalent to that of separate policies in the amounts required by the terms of this
Lease; and (b) the blanket policy or policies comply in all other respects with the requirements of
this Lease.




          e. Right to Increase Requirements. Landlord shall have the right, upon prior notice to Tenant
but no more than once every three years during the Term, to require Tenant to increase the limit
and coverage amount of any insurance Tenant is required to maintain under this Lease to an amount
that Landlord or its mortgagee, in the reasonable judgment of either, may deem sufficient, provided
that the increased limits are reasonable and consistent with those required by other owners of
similar office buildings in the same geographic region.




          f. Landlord’s Property Insurance. Landlord shall keep the Building, including the improvements
(but excluding Tenant’s Property), insured against damage and destruction by perils insured by the
equivalent of ISO Special Form Property Insurance for full replacement value.




          g. Mutual Waiver of Subrogation. Anything in this Lease to the contrary notwithstanding and
except for the gross negligence or willful misconduct of the other, Landlord hereby releases and
waives unto Tenant (including all partners, stockholders, officers, directors, employees and agents
thereof), its successors and assigns, and Tenant hereby releases and waives unto Landlord
(including all partners, stockholders, officers, directors, employees and agents thereof), its
successors and assigns, all rights to claim damages for any injury, loss, cost or damage to persons
or to the Premises or any other casualty, as long as the amount of such injury, loss, cost or
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either to Landlord, Tenant, or any other person, firm or corporation, under the terms of any
Property, General Liability, or other policy of insurance, to the extent such releases or waivers
are permitted under applicable law. As respects all policies of insurance carried or maintained
pursuant to this Lease and to the extent permitted under such policies, Tenant and Landlord each
waive the insurance carriers’ rights of subrogation. For purposes of this provision, insurance
proceeds paid to either party shall be deemed to include any deductible or self-insurance retention
amount for which that party is responsible. A party’s failure to obtain or maintain any insurance
coverage required to be carried pursuant to the terms of this Agreement shall not negate the
waivers and releases set forth herein as long as the insurance that the party failed to obtain or
maintain would have covered the loss or damage for which the party is waiving its claims. Nothing
in this provision shall be deemed a waiver or release by Landlord of its right to claim, demand and
collect insurance proceeds directly from Tenant’s insurer pursuant to Landlord’s status as an
additional insured under any insurance policy Tenant is required to carry pursuant to the terms of
this Lease.




          14. INDEMNITY. Subject to the insurance requirements, releases and mutual waivers of
subrogation set forth in this Lease, and except to the extent caused by Landlord’s negligence or
willful misconduct, Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’
fees at all tribunal levels) arising out of or related to (i) any activity, work, or other thing
done, permitted or suffered by Tenant in or about the Premises or the Building, (ii) any breach or
default by Tenant in the performance of any of its obligations under this Lease, or (iii) any act
or neglect of Tenant, or any officer, agent, employee, contractor, servant, invitee or guest of
Tenant. Subject to the insurance requirements, releases and mutual waivers of subrogation set
forth in this Lease, and except to the extent caused by Tenant’s negligence or willful misconduct,
Landlord shall indemnify and hold Tenant harmless from and against any and all claims, damages,
losses, liabilities, lawsuits, costs and expenses (including attorneys’ fees at all tribunal
levels) arising out of or related to (a) any activity, work, or other thing done, permitted or
suffered by Landlord in or about the Common Areas or the Building, (b) any breach or default by
Landlord in the performance of any of its obligations under this Lease, or (c) any act or neglect
of Landlord, or any officer, agent, employee, contractor or servant of Landlord.




          15. QUIET ENJOYMENT. Tenant shall have quiet enjoyment and possession of the Premises,
provided Tenant promptly and fully complies with all of its obligations under this Lease. No action
of Landlord working in other space in the Building, or in repairing or restoring the Premises in
accordance with it obligations hereunder, shall be deemed a breach of this covenant.




          16. SUBORDINATION AND ATTORNMENT; NON-DISTURBANCE; AND ESTOPPEL CERTIFICATE.




          a. Subordination and Attornment. Tenant agrees to execute within 15 days after request to do
so from Landlord or its mortgagee an agreement:





	 	i.	 	Making this Lease superior or subordinate to the interests of the mortgagee;

	 
	 	ii.	 	Agreeing to attorn to the mortgagee;
	 
	 	iii.	 	Giving the mortgagee notice of, and a reasonable opportunity (which
shall in no event be less than 30 days after notice thereof is delivered to
mortgagee) to cure any Landlord default and agreeing to accept such cure if
effected by the mortgagee;
	 
	 	iv.	 	Permitting the mortgagee (or other purchaser at any foreclosure sale),
and its successors and assigns, on acquiring Landlord’s interest in the Premises
and the Lease, to become substitute Landlord hereunder, with liability only for
such Landlord obligations as accrue after Landlord’s interest is so acquired;
	 
	 	v.	 	Agreeing to attorn to any successor Landlord; and
	 
	 	vi.	 	Containing such other agreements and covenants on Tenant’s part as
Landlord’s mortgagee may reasonably request.















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          b. Non-Disturbance. Tenant’s obligation to subordinate its interests or attorn to any
mortgagee is conditioned upon the mortgagee’s agreement not to disturb Tenant’s possession and
quiet enjoyment of the Premises under this Lease so long as Tenant is in compliance with the terms
of the Lease.




          c. Estoppel Certificates. Tenant agrees to execute within five business days after request,
and as often as reasonably requested, estoppel certificates confirming any factual matter requested
by Landlord which is true and is within Tenant’s knowledge regarding this Lease, and the Premises,
including but not limited to: (i) the date of occupancy, (ii) Expiration Date, (iii) the amount of
Rent due and date to which Rent is paid, (iii) whether Tenant has any defense or offsets to the
enforcement of this Lease or the Rent payable, (iv) any default or breach by Landlord, and (v)
whether this Lease, together with any modifications or amendments, is in full force and effect.




          17. ASSIGNMENT — SUBLEASE.




          a. Landlord Consent. Except as provided in subsection (b) below, Tenant may not assign or
encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet
all or any part of the Premises, without first obtaining the written consent of Landlord, which
consent shall not be withheld unreasonably. One consent shall not be the basis for any further
consent.




          b. Permitted Assignments/Subleases. Notwithstanding the foregoing, Tenant may assign this
Lease or sublease part or all of the Premises without Landlord’s consent to: (i) any corporation,
limited liability company, or partnership that controls, is controlled by, or is under common
control with, Tenant at the Commencement Date; or (ii) any corporation or limited liability company
resulting from the merger or consolidation with Tenant or to any entity that acquires all of
Tenant’s assets as a going concern of the business that is being conducted on the Premises;
provided, however, the assignor remains liable under the Lease and the assignee or
sublessee is a bona fide entity and assumes the obligations of Tenant, is as creditworthy as the
Tenant, and continues the same Permitted Use as provided under Article 4.




          c. Notice to Landlord. Landlord must be given prior written notice of every assignment or
subletting, and failure to do so shall be a default hereunder.




          d. Prohibited Assignments/Subleases. In no event shall this Lease be assignable by operation
of any law, and Tenant’s rights hereunder may not become, and shall not be listed by Tenant as an
asset under any bankruptcy, insolvency or reorganization proceedings. Acceptance of Rent by
Landlord after any non-permitted assignment or sublease shall not constitute approval thereof by
Landlord.




          e. Limitation on Rights of Assignee/Sublessee. Any assignment for which Landlord’s consent is
required shall not include the right to exercise any options to renew the Term, expand the Premises
or similar options, unless specifically provided for in the consent.




          f. Landlord’s Right to Collect Sublease Rents upon Tenant Default. If the Premises (or any
portion) is sublet and Tenant defaults under its obligations to Landlord, then Landlord is
authorized, at its option, to collect all sublease rents directly from the Sublessee. Tenant hereby
assigns the right to collect the sublease rents to Landlord in the event of Tenant default. The
collection of sublease rents by Landlord shall not relieve Tenant of its obligations under this
Lease, nor shall it create a contractual relationship between Sublessee and Landlord or give
Sublessee any greater estate or right to the Premises than contained in its Sublease.




          g. Excess Rents. If Tenant assigns this Lease or subleases all or part of the Premises at a
rental rate that exceeds the rentals paid to Landlord, then any such excess shall be paid over to
Landlord by Tenant.














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          h. Landlord’s Fees. Tenant shall pay Landlord a fee of $500.00 per assignment or sublease
transaction for which Landlord’s consent is required, which fee shall be in lieu of any and all
attorneys’ fees, administrative expenses or other costs incurred by Landlord in connection with the
assignment or sublease transaction.




          18. DAMAGES TO PREMISES.




          a. Landlord’s Restoration Obligations. If the Building or Premises are damaged by fire or
other casualty (“Casualty”), then, unless the Lease is terminated as provided in this Article 18,
Landlord shall repair and restore the Premises to substantially the same condition of the Premises
immediately prior to such Casualty, subject to the following terms and conditions:





	 	i.	 	The casualty must be insured under Landlord’s insurance policies, and
Landlord’s obligation is limited to the extent of the insurance proceeds received
by Landlord. Landlord’s duty to repair and restore the Premises shall not begin
until receipt of the insurance proceeds.
	 
	 	ii.	 	Landlord’s lender(s) must permit the insurance proceeds to be used for
such repair and restoration.
	 
	 	iii.	 	Landlord shall have no obligation to repair and restore Tenant’s trade
fixtures, decorations, signs, contents, or any Non-Standard Improvements to the
Premises.





          b. Tenant’s Restoration Obligations. Unless the Lease is terminated as provided in this
Article 18, Tenant shall promptly repair, restore, or replace Tenant’s Property. All repair,
restoration or replacement of Tenant’s Property shall be at least to the same condition as existed
prior to the Casualty.




          c. Termination of Lease by Landlord. Landlord shall have the option of terminating the Lease
following the Casualty if: (i) the Premises is rendered wholly untenantable; (ii) the Premises is
damaged in whole or in part as a result of a risk which is not covered by Landlord’s insurance
policies; (iii) Landlord’s lender does not permit a sufficient amount of the insurance proceeds to
be used for restoration purposes; (iv) the Premises is damaged in whole or in part during the last
two years of the Term; or (v) the Building containing the Premises is damaged (whether or not the
Premises is damaged) to an extent of fifty percent (50%) or more of the fair market value thereof.
If Landlord elects to terminate this Lease, then it shall give notice of the cancellation to Tenant
within 60 days after the date of the Casualty. Tenant shall vacate and surrender the Premises to
Landlord within 30 days after receipt of the notice of termination.




          d. Termination of Lease by Tenant. Tenant shall have the option of terminating the Lease if:
(i) Landlord has failed to substantially restore the damaged Building or Premises within 180 days
of the Casualty (“Restoration Period”); (ii) the Restoration Period has not been delayed by force
majeure; and (iii) Tenant gives Landlord notice of the termination within 15 days after the end of
the Restoration Period (as extended by any force majeure delays). If Landlord is delayed by force
majeure, then Landlord must provide Tenant with notice of the delays within 15 days of the force
majeure event stating the reason for the delays and a good faith estimate of the length of the
delays.




          e. Rent Abatement. If Premises is rendered wholly untenantable by the Casualty, then the Rent
payable by Tenant shall be fully abated. If the Premises is only partially damaged, then Tenant
shall continue the operation of Tenant’s business in any part not damaged to the extent reasonably
practicable from the standpoint of prudent business management, and Rent and other charges shall be
abated proportionately to the portion of the Premises rendered untenantable. The abatement shall be
from the date of the Casualty until the Premises have been substantially repaired and restored, or
until Tenant’s business operations are restored in the entire Premises, whichever shall first
occur. However, if the Casualty is caused by the negligence or other wrongful conduct of Tenant or
of Tenant’s subtenants, licensees, contractors, or invitees, or their respective agents or
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shall be no abatement of Rent. The abatement of the Rent set forth above, and the right to
terminate the Lease set forth in Section 18d, are Tenant’s exclusive remedies against Landlord in
the event of a Casualty.




          19. EMINENT DOMAIN.




          a. Effect on Lease. If all of the Premises are taken under the power of eminent domain (or by
conveyance in lieu thereof), then this Lease shall terminate as of the date possession is taken by
the condemnor, and Rent shall be adjusted between Landlord and Tenant as of such date. If only a
portion of the Premises is taken and Tenant can continue use of the remainder, then this Lease will
not terminate, but Rent shall abate in a just and proportionate amount to the loss of use
occasioned by the taking.




          b. Right to Condemnation Award. Landlord shall be entitled to receive and retain the entire
condemnation award for the taking of the Building and Premises. Tenant shall have no right or claim
against Landlord for any part of any award received by Landlord for the taking. Tenant, however,
shall not be prevented from making a claim against the condemning party (but not against Landlord)
for any moving expenses, loss of profits, or taking of Tenant’s personal property (other than its
leasehold estate) to which Tenant may be entitled; provided that any such award shall not reduce
the amount of the award otherwise payable to Landlord for the taking of the Building and Premises.




          20. ENVIRONMENTAL COMPLIANCE.




          a. Tenant’s Responsibility. Tenant shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically active or other hazardous substances or
materials on the Property. For the purposes of this Article 20, the term “Property” shall include
the Premises, Building, all Common Areas, the real estate upon which the Building and Common Areas
are located; all personal property (including that owned by Tenant); and the soil, ground water,
and surface water of the real estate upon which the Building is located. Tenant shall not allow
the storage or use of such substances or materials in any manner not sanctioned by law or in
compliance with the highest standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought onto the Property any such materials or substances
except to use in the ordinary course of Tenant’s business, and then only after notice is given to
Landlord of the identity of such substances or materials. No such notice shall be required,
however, for commercially reasonable amounts of ordinary office supplies and janitorial supplies.




          b. Liability of the Parties. Landlord represents and warrants that, to the best of Landlord’s
knowledge, there are no hazardous materials on the Property as of the Commencement Date in
violation of any laws. Landlord shall indemnify and hold Tenant harmless from any liability
resulting from Landlord’s violation of this representation and warranty, unless the hazardous
materials are present on the Property due to the act or omission of Tenant or its agents,
employees, officers, licensees or contractors, in which event Tenant shall be obligated to
indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and
indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which
Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s failure to
comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any
contamination to bring the Property into the same condition as prior to the Commencement Date and
into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests
and examinations of the Premises to confirm that the Premises and any other contaminated areas have
been remediated and brought into compliance with law; and (iii) the reasonable fees and expenses of
Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming
compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this
Article 20 shall not apply to any condition or matter constituting a violation of any law that was
not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners,
contractors, servants or invitees. The covenants contained in this Article 20 shall survive the
expiration or termination of this Lease, and shall continue for so long as either party and its
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and assigns may be subject to any expense, liability, charge, penalty, or obligation against which
the other party has agreed to indemnify it under this Article 20.




          c. Inspections by Landlord. Landlord and its engineers, technicians, and consultants
(collectively the “Auditors”), from time to time as Landlord deems appropriate, may conduct
periodic tests and examinations (“Audits”) of the Premises only upon advance oral notice to Tenant
to confirm and monitor Tenant’s compliance with this Article 20. Such Audits shall be conducted in
such a manner as to minimize the interference with Tenant’s Permitted Use; however, in all cases,
the Audits shall be of such nature and scope as shall be reasonably required by then existing
technology to confirm Tenant’s compliance with this Article 20. Tenant shall fully cooperate with
Landlord and its Auditors in the conduct of such Audits. The cost of such Audits shall be paid by
Landlord unless an Audit shall disclose a material failure of Tenant to comply with this Article
20, in which case, the reasonable cost of such Audit shall be paid for by Tenant within 30 days
after receipt of Landlord’s written demand if there is material non-compliance.




          21. DEFAULT.




          a. Tenant’s Default. Tenant shall be in default under this Lease if Tenant:





	 	i.	 	Fails to pay any Base Rent, Additional Rent, costs and expenses in
excess of the Allowance or other costs and expenses incurred in connection with the
Tenant Improvements for which Tenant is responsible, or any other sum of money that
Tenant is obligated to pay, as provided in this Lease, within five days after the
due date;
	 
	 	ii.	 	Breaches any other agreement, covenant or obligation in this Lease and
such breach is not remedied within 30 days after Landlord gives Tenant notice in
accordance with Article 24 below specifying the breach, or if such breach cannot,
with due diligence, be cured within 30 days, if Tenant does not commence curing
within 30 days and with reasonable diligence completely cure the breach within a
reasonable period of time after the notice;
	 
	 	iii.	 	Files any petition or action for relief under any creditor’s law
(including bankruptcy, reorganization, or similar action), either in state or
federal court, or has such a petition or action filed against it which is not
stayed or vacated within 60 days after filing; or
	 
	 	iv.	 	Makes any transfer in fraud of creditors as defined in Section 548 of
the United States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a
receiver appointed for its assets (and the appointment is not stayed or vacated
within 30 days), or makes an assignment for benefit of creditors.





          b. Landlord’s Remedies. In the event of a Tenant default, Landlord, at its option, may do one
or more of the following:





	 	i.	 	Terminate this Lease and recover all damages caused by Tenant’s breach;
	 
	 	ii.	 	Repossess the Premises, with or without terminating the Lease, and
relet the Premises at such amount as Landlord deems reasonable;
	 
	 	iii.	 	Declare the entire remaining Base Rent and Additional Rent immediately
due and payable, such amount to be discounted to its present value at a discount
rate equal to the U.S. Treasury Bill or Note rate with the closest maturity to the
remaining term of the Lease as selected by Landlord; provided, however,
after receiving payment of the accelerated Rent from Tenant, Landlord shall be
obligated to turn over to Tenant any proceeds actually received by Landlord for
reletting the Premises during the remainder of the Term (less any Reletting Costs,
as defined below), up to the amount of accelerated Rent received from Tenant
pursuant to this provision.
	 
	 	iv.	 	Bring action for recovery of all amounts due from Tenant; or















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	 	v.	 	Pursue any other remedy available in law or equity.





          c. Landlord’s Expenses. If the Lease or Tenant’s right of possession to the Premises is
terminated due to Tenant’s default, then all reasonable expenses of Landlord in repairing,
restoring, or altering the Premises for reletting as general office space, together with leasing
fees and all other expenses in seeking and obtaining a new Tenant (collectively “Reletting Costs”),
shall be charged to and be a liability of Tenant.




          d. Remedies Cumulative. All rights and remedies of Landlord are cumulative, and the exercise
of any one shall not be an election excluding Landlord at any other time from exercise of a
different or inconsistent remedy. No exercise by Landlord of any right or remedy granted herein
shall constitute or effect a termination of this Lease unless Landlord shall so elect by notice
delivered to Tenant. The failure of Landlord to exercise its rights in connection with this Lease
or any breach or violation of any term, or any subsequent breach of the same or any other term,
covenant or condition herein contained shall not be a waiver of such term, covenant or condition or
any subsequent breach of the same or any other covenant or condition herein contained.




          e. No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the Rent,
Additional Rent and other sums then due shall be deemed to be other than on account of the earliest
installment of such payments due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment be deemed as accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the balance of such
installment or pursue any other remedy provided in this Lease.




          f. No Reinstatement. No payment of money by Tenant to Landlord after the expiration or
termination of this Lease shall reinstate or extend the Term, or make ineffective any notice of
termination given to Tenant prior to the payment of such money. After the service of notice or the
commencement of a suit, or after final judgment granting Landlord possession of the Premises,
Landlord may receive and collect any sums due under this Lease, and the payment thereof shall not
make ineffective any notice or in any manner affect any pending suit or any judgment previously
obtained.




          g. Landlord’s Default. Landlord shall be in default under this Lease if Landlord breaches any
agreement, covenant or obligation in this Lease and does not remedy the breach within 15 days after
Tenant gives Landlord written notice in accordance with Article 24 below specifying the breach, or
if the breach cannot, with due diligence, be cured within 15 days, Landlord does not commence
curing within 15 days and with reasonable diligence completely cure the breach within a reasonable
period of time after the notice. In the event Landlord fails to cure its breach within the time
periods set forth herein, Tenant shall be entitled to pursue any and all remedies available to it
at law or in equity; provided, however, that except as expressly provided elsewhere in this Lease,
Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and
shall have no right to withhold, set off or abate Rent.




          22. MULTIPLE DEFAULTS.




          a. Loss of Option Rights. Tenant acknowledges that any rights or options of first refusal, or
to extend the Term, to expand the size of the Premises, to purchase the Premises or the Building,
or other similar rights or options which have been granted to Tenant under this Lease are
conditioned upon the prompt and diligent performance of the terms of this Lease by Tenant.
Accordingly, should Tenant default under this Lease on two or more occasions during any 12-month
period, in addition to all other remedies available to Landlord, all such rights and options shall
automatically, and without further action on the part of any party, expire and be of no further
force and effect.




          b. Increased Security Deposit. Should Tenant default in the payment of Base Rent, Additional
Rent, or any other sums payable by Tenant under this Lease on two or more occasions during any
12-month period, regardless of whether Landlord permits such default to be cured, then, in addition
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available to Landlord, Tenant, within 10 days after demand by Landlord, shall post a Security
Deposit in, or increase the existing Security Deposit by, a sum equal to three months’ installments
of Base Rent at the rate in effect at the time of Landlord’s demand. The Security Deposit shall be
governed by the terms of this Lease.




          23. BANKRUPTCY.




          a. Trustee’s Rights. Landlord and Tenant understand that, notwithstanding contrary terms in
this Lease, a trustee or debtor in possession under the United States Bankruptcy Code, as amended,
(the “Code”) may have certain rights to assume or assign this Lease. This Lease shall not be
construed to give the trustee or debtor in possession any rights greater than the minimum rights
granted under the Code.




          b. Adequate Assurance. Landlord and Tenant acknowledge that, pursuant to the Code, Landlord is
entitled to adequate assurances of future performance of the provisions of this Lease. The parties
agree that the term “adequate assurance” shall include at least the following:





	 	i.	 	In order to assure Landlord that any proposed assignee will have the
resources with which to pay all Rent payable pursuant to the provisions of this
Lease, any proposed assignee must have, as demonstrated to Landlord’s satisfaction,
a net worth (as defined in accordance with generally accepted accounting principles
consistently applied) of not less than the net worth of Tenant on the Effective
Date (as hereinafter defined), increased by seven percent (7%), compounded
annually, for each year from the Effective Date through the date of the proposed
assignment. It is understood and agreed that the financial condition and resources
of Tenant were a material inducement to Landlord in entering into this Lease.
	 
	 	ii.	 	Any proposed assignee must have been engaged in the conduct of business
for the five years prior to any such proposed assignment, which business does not
violate the Use provisions under Article 4 above, and such proposed assignee shall
continue to engage in the Permitted Use under Article 4. It is understood that
Landlord’s asset will be substantially impaired if the trustee in bankruptcy or any
assignee of this Lease makes any use of the Premises other than the Permitted Use.





          c. Assumption of Lease Obligations. Any proposed assignee of this Lease must assume and agree
to be bound by the provisions of this Lease.




          24. NOTICES.




          a. Addresses. All notices, demands and requests by Landlord or Tenant shall be sent to the
Notice Addresses set forth in Section 1l, or to such other address as a party may specify by duly
given notice. The parties shall notify the other of any change in address, which notification must
be at least 15 days in advance of it being effective.




          b. Form; Delivery; Receipt. ALL NOTICES, DEMANDS AND REQUESTS WHICH MAY BE GIVEN OR WHICH ARE
REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED.
Notices, demands or requests shall be deemed to have been properly given for all purposes only if
(i) delivered against a written receipt of delivery, (ii) mailed by express, registered or
certified mail of the United States Postal Service, return receipt requested, postage prepaid, or
(iii) delivered to a nationally recognized overnight courier service for next business day delivery
to the receiving party’s address as set forth above or (iv) delivered via telecopier or facsimile
transmission to the facsimile number listed above, with an original counterpart of such
communication sent concurrently as specified in subsection (ii) or (iii) above and with written
confirmation of receipt of transmission provided. Each such notice, demand or request shall be
deemed to have been received upon the earlier of the actual receipt or refusal by the addressee or
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days after deposit thereof at any main or branch United States post office if sent in accordance
with subsection (ii) above, and the next business day after deposit thereof with the courier if
sent pursuant to subsection (iii) above. Notices may be given on behalf of any party by such
party’s legal counsel.




          25. HOLDING OVER. If Tenant holds over after the Expiration Date or other termination of this
Lease, such holding over shall not be a renewal of this Lease but shall create a
tenancy-at-sufferance. Tenant shall continue to be bound by all of the terms and conditions of this
Lease, except that during such tenancy-at-sufferance, Tenant shall pay to Landlord (i) Base Rent at
a rate of 150% of the then current rental rate, and (ii) any and all forms of Additional Rent
payable under this Lease. The Rent during such holding over is intended to compensate Landlord
partially for losses, damages and expenses, including frustrating and delaying Landlord’s ability
to secure a replacement tenant.




          26. Intentionally Omitted.




          a.




          27. BROKER’S COMMISSIONS. Each party represents and warrants to the other that it has not
dealt with any real estate broker, finder or other person with respect to this Lease in any manner,
except the Broker identified in Section 1m. Each party shall indemnify and hold the other party
harmless from any and all damages resulting from claims that may be asserted against the other
party by any other broker, finder or other person (including, without limitation, any substitute or
replacement broker claiming to have been engaged by indemnifying party in the future), claiming to
have dealt with the indemnifying party in connection with this Lease or any amendment or extension
hereto, or which may result in Tenant leasing other or enlarged space from Landlord. The provisions
of this paragraph shall survive the termination of this Lease.




          28. PATRIOT ACT COMPLIANCE.




          a. Tenant Representation. Tenant hereby represents and warrants to Landlord that neither
Tenant nor its respective constituents or affiliates are in violation of any laws relating to
terrorism or money laundering, including the Executive Order (as hereinafter defined) and/or the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”).







          b. Not a Prohibited Person. Tenant hereby represents and warrants to Landlord that neither
Tenant nor any of its respective constituents or affiliates is a “Prohibited Person”, which is
defined as follows:








     (i) a person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (the “Executive Order”);




     (ii) a person or entity owned or controlled by, or acting for or on behalf of, any
person or entity that is listed in the Annex to, or is otherwise subject to the provisions
of, the Executive Order;




     (iii) a person or entity with whom Landlord is prohibited from dealing or otherwise
engaging in any transaction by any terrorism or money laundering law, including the
Executive Order and the Patriot Act;




     (iv) a person or entity who commits, threatens or conspires to commit or supports
“terrorism” as defined in the Executive Order;




     (v) a person or entity that is named as a “specially designated national and blocked
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most current list published by the U.S. Treasury Department Office of Foreign Assets Control
at its official website, http://www.treas.gov/ofac/t11sdn.pdf, or at any replacement website
or other replacement official publication of such list; and




     (vi) a person or entity who is affiliated with a person or entity listed above.



          c. No Transactions. Tenant hereby represents and warrants to Landlord that neither Tenant nor
any of its affiliates or constituents is or will knowingly (i) conduct any business or engage in
any transaction or dealing with any Prohibited Person, including the making or receiving any
contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) deal
in, or otherwise engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.




          d. Certification. Tenant covenants and agrees to deliver to Landlord any certification or
other evidence requested from time to time by Landlord in its reasonable discretion, confirming
Tenant’s compliance with this Article 28.




          29. GENERAL PROVISIONS/DEFINITIONS.




          a. No Agency. Tenant is not, may not become, and shall never represent itself to be an agent
of Landlord, and Tenant acknowledges that Landlord’s title to the Building is paramount, and that
it can do nothing to affect or impair Landlord’s title.




          b. Force Majeure. The term “force majeure” means: fire, flood, extreme weather, labor
disputes, strike, lock-out, riot, government interference (including regulation, appropriation or
rationing), unusual delay in governmental permitting, unusual delay in deliveries or unavailability
of materials, unavoidable casualties, Act of God, or other causes beyond the party’s reasonable
control.




          c. Building Standard Improvements. The term “Building Standard Improvements” shall mean the
standards for normal construction of general office space within the Building as specified by
Landlord, including design and construction standards, electrical load factors, materials, fixtures
and finishes.




          d. Limitation on Damages. Notwithstanding any other provisions in this Lease, neither Landlord
nor Tenant shall be liable to the other for any special, consequential, incidental or punitive
damages.




          e. Satisfaction of Judgments Against Landlord. If Landlord, or its employees, officers,
directors, stockholders or partners are ordered to pay Tenant a money judgment because of
Landlord’s default under this Lease, said money judgment may only be enforced against and satisfied
out of: (i) Landlord’s interest in the Building in which the Premises are located including the
rental income and proceeds from sale; and (ii) any insurance or condemnation proceeds received
because of damage or condemnation to, or of, said Building that are available for use by Landlord.
No other assets of Landlord or said other parties exculpated by the preceding sentence shall be
liable for, or subject to, any such money judgment.




          f. Interest. Should Tenant fail to pay any amount due to Landlord within 30 days of the date
such amount is due (whether Base Rent, Additional Rent, or any other payment obligation), then the
amount due shall thereafter accrue interest at the rate of twelve percent (12%) per annum,
compounded monthly, or the highest permissible rate under applicable usury law, whichever is less,
until the amount is paid in full.














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          g. Legal Costs. Should either party prevail in any legal proceedings against the other for
breach of any provision in this Lease, then the other party shall be liable for the costs and
expenses of the prevailing party, including its reasonable attorneys’ fees (at all tribunal
levels).




          h. Sale of Premises or Building. Landlord may sell the Premises or the Building without
affecting the obligations of Tenant hereunder. Upon the sale of the Premises or the Building,
Landlord shall be relieved of all responsibility for the Premises and shall be released from any
liability thereafter accruing under this Lease.




          i. Time of the Essence. Time is of the essence in the performance of all obligations under the
terms of this Lease.




          j. Transfer of Security Deposit. If any Security Deposit or prepaid Rent has been paid by
Tenant, Landlord may transfer the Security Deposit or prepaid Rent to Landlord’s successor and upon
such transfer, Landlord shall be released from any liability for return of the Security Deposit or
prepaid Rent.




          k. Tender of Premises. The delivery of a key or other such tender of possession of the
Premises to Landlord or to an employee of Landlord shall not operate as a termination of this Lease
or a surrender of the Premises unless requested in writing by Landlord.




          l. Tenant’s Financial Statements. Upon request of Landlord, Tenant agrees to furnish to
Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, audited
if available. The financial statements shall be prepared in accordance with generally accepted
accounting principles, consistently applied. The financial statements shall include a balance sheet
and a statement of profit and loss, and the annual financial statement shall also include a
statement of changes in financial position and appropriate explanatory notes. Landlord may deliver
the financial statements to any prospective or existing mortgagee or purchaser of the Building.




          m. Recordation. This Lease may not be recorded without Landlord’s prior written consent, but
Tenant and Landlord agree, upon the request of the other party, to execute a memorandum hereof for
recording purposes.




          n. Partial Invalidity. The invalidity of any portion of this Lease shall not invalidate the
remaining portions of the Lease.




          o. Binding Effect. This Lease shall be binding upon the respective parties hereto, and upon
their heirs, executors, successors and assigns.




          p. Entire Agreement; Construction. This Lease supersedes and cancels all prior negotiations
between the parties, and no changes shall be effective unless in writing signed by both parties.
Landlord and Tenant acknowledge and agree that neither party has relied upon any statements,
representations, agreements or warranties except those expressed in this Lease, and that this Lease
contains the entire agreement of the parties hereto with respect to the subject matter hereof. The
fact that one of the parties to this Lease may be deemed to have drafted or structured any
provision of this Lease shall not be considered in construing or interpreting any particular
provision of this Lease, either in favor of or against such party, and Landlord and Tenant hereby
waive any applicable rules of construction or interpretation to the contrary.




          q. Good Standing. If requested by Landlord, Tenant shall furnish appropriate legal
documentation evidencing the valid existence in good standing of Tenant, and the authority of any
person signing this Lease to act for the Tenant.














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          r. Terminology. The singular shall include the plural, and the masculine, feminine or neuter
includes the other.




          s. Headings. Headings of sections are for convenience only and shall not be considered in
construing the meaning of the contents of such section.




          t. Choice of Law. This Lease shall be interpreted and enforced in accordance with the laws of
the State in which the Premises are located.




          u. Effective Date. The submission of this Lease to Tenant for review does not constitute a
reservation of or option for the Premises, and this Lease shall become effective as a contract only
upon the execution and delivery by both Landlord and Tenant. The date of execution shall be entered
on the top of the first page of this Lease by Landlord, and shall be the date on which the last
party signed the Lease, or as otherwise may be specifically agreed by both parties. Such date,
once inserted, shall be established as the final day of ratification by all parties to this Lease,
and shall be the date for use throughout this Lease as the “Effective Date”.




          30. SPECIAL CONDITIONS. The following special conditions, if any, shall apply, and where in
conflict with earlier provisions in this Lease shall control:




          a. RADON. THE FOLLOWING DISCLOSURE IS MADE PURSUANT TO SECTION 404.056 OF THE FLORIDA
STATUTES: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A
BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER
TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN
FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY
PUBLIC HEALTH UNIT.




          31. ADDENDA AND EXHIBITS. If any addenda and/or exhibits are noted below, such addenda and
exhibits are incorporated herein and made a part of this Lease.





	 	a.	 	Lease Addendum Number One — “Work Letter”
	 
	 	b.	 	Lease Addendum Number Two — “Additional Rent — Operating Expense Pass Throughs”
	 
	 	c.	 	Lease Addendum Number Three — “Intentionally Omitted”
	 
	 	d.	 	Lease Addendum Number Four — “Intentionally Omitted”
	 
	 	e.	 	Lease Addendum Number Five — “Tenant Parking Agreement”
	 
	 	f.	 	Exhibit A — Premises
	 
	 	g.	 	Exhibit B — Rules and Regulations
	 
	 	h.	 	Exhibit C — Commencement Agreement















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IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in three originals, all as of the
day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	LANDLORD:	 	 
	WITNESSES:	 	 	 	HIGHWOODS/FLORIDA HOLDINGS, L.P.	 	 
	 	 	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Highwoods/Florida GP Corp.,	 	 
	          /s/ Laurie Alden

	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	          Laurie Alden

	 	 	 	By:
	 	          /s/ Daniel E. Woodward
	 	 
	 

	 	 	 	 	 	 	 	 
	Print Name

	 	 	 	 	 	Daniel E. Woodward	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	          /s/ Alice Grimm
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	          11-12-08	 	 
	          Alice Grimm
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name
	 	 	 	 	 	 	 	 
	 	 	 	 	TENANT:	 	 
	 	 	 	 	COMPREHENSIVE BEHAVIORAL CARE, INC.,	 	 
	WITNESSES:	 	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Robert J. Landis	 	 
	 	 	 	 	 	 	 
	          /s/ Chatchai Suphawongsirikul

	 	 	 	 	 	Signature Line	 	 
	 


	 	 	 	 	 	 	 	 
	          Chatchai Suphawongsirikul

	 	 	 	By:
	 	          Robert J. Landis	 	 
	 

	 	 	 	 	 	 	 	 
	Print Name

	 	 	 	 	 	Print Name	 	 
	 
	 	 	 	 	 	 	 	 
	          /s/ Jason Schneider

	 	 	 	Title:
	 	          CFO	 	 
	 


	 	 	 	 	 	 	 	 
	Jason Schneider

	 	 	 	Date:
	 	          11-11-08	 	 
	 

Print Name

	 	 	 	 	 	 	 	 
















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