Exhibit 10.38






 



OFFICE LEASE







by and between





Mainstreet CV North 40, LLC, a Delaware limited liability company





(“Landlord”)





and





FlexShopper, LLC, a North Carolina limited liability company


 





 




(“Tenant”)





Dated as of

the date set forth below Landlord’s signature




 






     


     


    

 


OFFICE
LEASE


 


THIS
OFFICE LEASE (this “Lease”) is made as of January 29, 2019, by and between Mainstreet
CV North 40, LLC, a Delaware limited liability company (“Landlord”), and FlexShopper,
LLC, a North Carolina limited liability company (the “Tenant”).


 


LEASE
OF PREMISES


 


Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all of the terms and conditions set forth herein, those
certain premises (the “Premises”) described in Item 3 of the Basic Lease Provisions and as shown
in the drawing attached hereto as Exhibit A-1. The Premises are located in the Building described in Item
2 of the Basic Lease Provisions. The Building is located on that certain land (the “Land”) more particularly
described on Exhibit A-2 attached hereto, which is also improved with landscaping, parking facilities and other
improvements, fixtures and common areas and appurtenances now or hereafter placed, constructed or erected on the Land (sometimes
hereinafter referred to as the “Project”).


 


BASIC
LEASE PROVISIONS


 


	1. 	Tenant:

        

         
	FlexShopper,
        LLC, a North Carolina limited liability company

        

         

	2. 	Building
        Address:

         

         
	901
        Yamato Road

        

        Boca
        Raton, Florida 33431

        

         

	3. 	Description
        of Premises:

        

         
	A
        total of 21,622 square feet of Rentable Area located on the 2nd floor of the Building and commonly referred
        to as Suites 260.

        

         

	 	Rentable
        Area:

         

         
	21,622
    square feet of Rentable Area. For purposes hereof, the measurement of the Premises was calculated in accordance with the Standard
    Method of Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1 – 1996.
	 	 	 
	 	Building
        Size:

        

         
	149,284
        square feet of Rentable Area [subject to Paragraph 18(c)]

        

         

	4. 	Tenant’s
Proportionate Share:

        

         
	14.48%
        (i.e. 21,622 square feet of Rentable Area / 149,284 square feet of Rentable Area) [See Paragraphs 3 and 18(c)]

        

	5. 	Base
        Rent:

        

         
	(See
        Paragraph 2)

        

         

	 	Months
        1 to 12, inclusive:

         

        

        Monthly
        Installment:

        
	$378,385.001
                                         (calculated on the basis of $17.50 per square foot of Rentable Area/annum) 2

        

         

        $31,532.083

        




 











 






		1	Subject to increase in the event Tenant elects to request
the Additional Tenant Allowance in accordance with Section 4(c).



		2	Plus applicable sales tax thereon and subject to the Abatement
Period (hereinafter defined).






		3	Id.












 






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	 	Escalation	The
    Base Rent for the Premises shall be increased by three percent (3%) on each yearly anniversary of the Commencement Date throughout
    the Initial Term  
	 	 	 
	6. 	Installment Payable Upon Execution:	An amount equal
    to one (1) month of Base Rent and Tenant’s Proportionate Share of Operating Expenses.
	 	 	 
	7. 	Security Deposit Payable Upon Execution:	NONE.
	 		 
	 	 	 
	8. 	(a) Initial Term:	One hundred and
    eight (108) months, commencing on the Commencement Date and ending at midnight on the day immediately preceding the 108th
    monthly anniversary of the Commencement Date (See Paragraph 1(a)
	 	 	 
	 	(b) Renewal Term	One additional term
    of five (5) years pursuant to Paragraph1(d)
	 	 	 
	9. 	Commencement Date:	The later of (i)
    July 1, 2019; or (ii) substantial completion of all of the Tenant Improvements (as evidenced by the issuance of a temporary
    or permanent certificate of occupancy for the Premises or its local equivalent by the appropriate governmental authority,
    subject to punch-list items identified in the written declaration attached hereto as Exhibit E.
	 	 	 
	10. 	Brokers (See Paragraph 19(k)):	 
	 	 	 
	 	 	 
	 	Landlord’s Broker:	Avison Young –
    Florida, LLC
	 	 	 
	 	Tenant’s Broker:	The Easton Group



 






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	11. 	Number of Parking Spaces:	One hundred thirty (130) unreserved parking spaces, on a “first come, first served” basis, in common with other occupants of the Building, in the surface parking area serving the Building at no charge to Tenant. At Tenant’s written election, up to two (2) of the parking spaces may be converted to covered parking spaces for Tenant’s exclusive use at a cost of $75.00 per space per month.
	 	 	 
	12. 	Addresses for Notices:	 
	 	 	 
	 	To:TENANT:	To:LANDLORD:
	 	 	 
	 	Prior to occupancy of the Premises:	 
	 	 	 
	 	FlexShopper, LLC	Mainstreet CV North 40, LLC
	 	2700 N. Military Trail, Suite 200	c/o Mainstreet Real Estate Services, Inc.
	 	Boca Raton, FL 33431	2101 West Commercial Boulevard, Suite 1200
	 	Attn: H. Russell Heiser, Jr., CFO	Fort Lauderdale, Florida 33309
	 	 	 
	 	and	With a copy to:
	 	 	 
	 	FlexShopper, LLC	Broad and Cassel
	 	2700 N. Military Trail, Suite 200	Attn: James J. Wheeler, Esq.
	 	Boca Raton, FL 33431	1905 NW Corporate Boulevard, Suite 310
	 	Attn: Peter Lyons, Controller	Boca Raton, Florida 33431
	 	 	 
	 	After occupancy of the Premises to the same individuals listed above, but substitute the Premises address. 	 
	 	 	 
	 	With a copy to:	 
	 	 	 
	 	Greenberg & Strelitz, P.A.	 
	 	2500 N. Military Trail, Suite 235 Boca Raton, FL 33431	 
	 	Attn: Jeffrey L. Greenberg, Esq.	 
	 	 	 
	 	or such other address as Tenant may designate in writing.	 



 






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	13. 	Address for Payment of Rent:	All payments payable under this Lease shall be sent to Landlord at:
	 	 	 
	 	 	c/o Mainstreet Real Estate Services, Inc.
	 	 	2101 West Commercial Boulevard, Suite 1200
	 	 	Fort Lauderdale, Florida 33309
	 	 	 
	 	 	or to such other address as Landlord may designate in writing.
	 	 	 
	14. 	Guarantor:	None applicable
	 	 	 
	15. 	Effective Date:	Date of execution by Landlord
	 	 	 
	16. 	Tenant Allowances:	Up to $540,550.00 ($25.00 per square foot of Rentable Area of the Premises).
	 	 	 
	17. 	The “State” is the state, commonwealth, district or jurisdiction in which the Building is located.	Florida





 


This
Lease consists of the foregoing introductory paragraphs and Basic Lease Provisions, the provisions of the Standard Lease Provisions
(the “Standard Lease Provisions”) (consisting of Paragraph 1 through Paragraph 26 which
follow) and Exhibits A-1,  A-2, B, C-1, C-2,
D, E, and F, all of which are incorporated herein by this reference. In the event of
any conflict between the provisions of the Basic Lease Provisions and the provisions of the Standard Lease Provisions, the Standard
Lease Provisions shall control.


 






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EXECUTION VERSION







 


STANDARD
LEASE PROVISIONS


 


1. 
TERM


 


(a) 
The Initial Term of this Lease and the Rent (defined
below) shall commence in accordance with Item 9 of the Basic Lease Provisions (the “Commencement Date”).
Unless earlier terminated in accordance with the provisions hereof, the Initial Term of this Lease shall be the period shown in
Item 9 of the Basic Lease Provisions. As used herein, “Lease Term” shall mean the Initial Term
referred to in Item 9 of the Basic Lease Provisions, and the “Expiration Date” shall mean the
last day of the Initial Term, in each case, subject to any extension of the Initial Term hereof exercised in accordance with the
terms and conditions expressly set forth herein. Unless Landlord is terminating this Lease prior to the Expiration Date in accordance
with the provisions hereof, Landlord shall not be required to provide notice to Tenant of the Expiration Date. This Lease shall
be a binding contractual obligation effective upon execution hereof by Landlord and Tenant, notwithstanding the later commencement
of the Initial Term of this Lease.


 


(b) 
Keys to the Premises will be delivered to Tenant
following Landlord’s completion of the “Tenant Improvements,” as hereinafter defined in Paragraph 4(a).
Tenant shall provide Landlord with copies of certificates of insurance complying in all respects with the terms of this Lease
for all insurance required to be provided hereunder prior to entering any portion of the Premises. Tenant agrees that Tenant’s
entry into the Premises prior to the Commencement Date shall be governed by and subject to all terms, covenants, conditions and
obligations of this Lease during the period between the date possession is delivered and the Commencement Date, other than the
payment of Rent until the Commencement Date. If the Commencement Date is delayed or otherwise does not occur on the Estimated
Commencement Date, set forth in Item 9 of the Basic Lease Provisions, this Lease shall not be void or voidable,
nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom.


 


(c) 
Upon Substantial Completion of the Tenant Improvements
to the entire Premises by Tenant, Landlord shall prepare and deliver to Tenant, Tenant’s Commencement Letter in the form
of Exhibit E attached hereto (the “Commencement Letter”) which Tenant shall acknowledge by executing
a copy and returning it to Landlord. If Tenant fails to sign and return the Commencement Letter to Landlord within ten (10) days
of its receipt from Landlord, the Commencement Letter as sent by Landlord shall be deemed to have correctly set forth the Commencement
Date and the other matters addressed in the Commencement Letter. Failure of Landlord to send the Commencement Letter shall have
no effect on the Commencement Date.


 


(d) 
Renewal. Provided that no event of default
exists under this Lease at the time of delivery of a Renewal Notice or at the commencement of the Renewal Term, as such terms
are hereinafter defined, Tenant shall have the option to extend (each an “Extension Option”) the Initial Term
for one (1) additional term of five (5) years (“Renewal Term”) which shall commence as of the date immediately
following the expiration of the Initial Term, subject to the covenants and conditions of this subparagraph (1)(d).


 






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(i) 
Tenant shall give Landlord written notice (a
“Renewal Notice”) of (a) Tenant’s election to exercise its Extension Option with respect to the Renewal
Term no later than nine (9) months prior to the expiration of the Initial Term; provided that Tenant’s failure to give a
Renewal Notice by such time and within such period, whether due to Tenant’s oversight or failure to cure any existing defaults
after notice and applicable grace periods, if any, or otherwise, shall render this Extension Option null and void. Within thirty
(30) days of receipt of the Renewal Notice, Landlord shall advise Tenant in writing of the new Base Rent for the Renewal Term,
determined in accordance with subparagraph (1)(d)(iii) below.


 


(ii)  
Tenant shall be deemed to have accepted the Premises
in its “AS-IS” condition as of the commencement of the Renewal Term, as applicable, subject to any other repair and
maintenance obligations of Landlord under this Lease.


 


(iii)  
The covenants and conditions of this Lease in
force during the Initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal
Term, except the “Base Rent” for the Renewal Term shall be equal to the “Fair Market Rental Value” (hereinafter
defined) as determined by Landlord. As used herein, “Fair Market Rental Value” shall mean the then prevailing
renewal market rental rate for comparable space in comparable buildings in the Yamato corridor submarket of Boca Raton, Florida
area taking into account, among other considerations, (i) the quality, size, and location of the Building and the Premises, (ii)
the lease term, (iii) the creditworthiness of Tenant, and (iv) the extent of services provided to the Premises; (v) market inducements,
such as rental concessions, and other inducements given to renewing tenants in the submarket.


 


Within
thirty (30) days after receipt of a Renewal Notice, Landlord shall advise Tenant of the applicable Fair Market Rental Value for
Base Rent during the Renewal Term. Tenant, within fifteen (15) days after the date that Landlord advises Tenant of the applicable
Base Rent during the Renewal Term, shall either: (a) give Landlord a final binding notice (“Binding Notice”)
of Tenant’s exercise of its option at the Landlord’s stated Fair Market Rental Value for Base Rent; or (b) if Tenant disagrees
with Landlord’s determination of the Fair Market Rental Value, provide Landlord with notice of rejection (the “Rejection
Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within the fifteen (15)
day period, then Tenant’s Renewal Term, at Landlord’s option, shall be deemed null and void and of no further force and effect.
If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall promptly enter into an amendment to this Lease to
incorporate the terms of the Renewal Terms, as provided herein.


 


In
the event that Tenant provides Landlord with a Rejection Notice and Landlord and Tenant are unable to agree upon the Fair Market
Rental Value for Base Rent during the Renewal Term within fifteen (15) days from the date of Tenant’s Rejection Notice,
both Landlord and Tenant shall then, within five (5) days of the end of said fifteen (15) day period, (i) submit to each other
their respective determinations of Fair Market Rental Value and (ii) each shall appoint an arbitrator who must be an independent
licensed appraiser, a Member of the Appraisal Institute and has no less than ten (10) years of experience in the commercial real
estate market in which the Premises is located; and notify the other of such appointment. If either Landlord or Tenant fails to
timely appoint an arbitrator, the arbitrator selected shall select the second (2nd) arbitrator, who shall be impartial,
within five (5) days after such party’s failure to appoint. The two arbitrators shall, within fifteen (15) days of their
appointment, select from the two determinations originally submitted by Landlord and Tenant the one that is closer to the Fair
Market Rental Value as determined by the arbitrators, and said selection shall thereafter be deemed the Fair Market Rental Value.
If the two arbitrators so appointed fail to agree as to which of the determinations submitted by Landlord and Tenant is the closest
to the actual Fair Market Rental Value within thirty (30) days of their appointment, the two arbitrators shall appoint a third
(3rd) arbitrator within five (5) days after the failure of the initial arbitrators to agree on a Fair Market Rental
Value, to decide upon which of the two determinations submitted is the closest to the actual Fair Market Rental Value. The arbitrators
shall not be permitted to choose any results other than the determination presented by either Landlord or Tenant. The fees and
expenses of any arbitration shall be borne by the losing party. The arbitrators’ determination shall be final and binding
on the parties.


 






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(iv) 
The Extension Option shall not be transferable
by Tenant, except in conjunction with a permissible assignment of Tenant’s interest in the Lease in accordance with the
applicable provisions hereof.


 


2. 
BASE RENT AND SECURITY DEPOSIT


 


(a) 
Commencing on the Commencement Date, Tenant agrees
to pay during each month of the Lease Term as Base Rent (“Base Rent”) for the Premises the sums shown for such
periods in Item 5 of the Basic Lease Provisions, subject to increase in the event that Tenant requests the
Additional Tenant Allowance in accordance with Section 4(c) hereof.


 


Notwithstanding
anything to the contrary, Landlord will abate Base Rent for the 1st six (6) months (collectively, the “Abatement
Period”) immediately following the Commencement Date. In the event the Lease is terminated because of a Tenant event
of default prior to the expiration of the Term, Tenant shall immediately pay to Landlord the then unamortized portion of the Base
Rent abated during the Abatement Period. Tenant shall pay Additional Rent during the Abatement Period.


 


(b) 
Except as expressly provided to the contrary
herein, Base Rent shall be payable in consecutive monthly installments, in advance, without demand, deduction or offset, commencing
on the Commencement Date and continuing on the first day of each calendar month thereafter until the expiration of the Lease Term.
The first full monthly installment of Base Rent and Tenant’s Proportionate Share of Operating Expenses shall be payable
upon Tenant’s execution of this Lease and shall be applied to Base Rent and Tenant’s Proportionate Share of Operating
Expenses plus sales tax thereon due for the month commencing on the Commencement Date. The obligation of Tenant to pay Rent and
other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. If the Commencement Date
is a day other than the first day of a calendar month, or the Lease Term expires on a day other than the last day of a calendar
month, then the Rent for such partial month shall be calculated on a per diem basis. In the event Landlord delivers possession
of the Premises to Tenant prior to the Commencement Date, Tenant agrees it shall be bound by and subject to all terms, covenants,
conditions and obligations of this Lease during the period between the date possession is delivered and the Commencement Date,
other than the payment of Base Rent, in the same manner as if delivery had occurred on the Commencement Date.


 






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(c) 
Security Deposit. Not applicable.


 


(d) 
Base Rent shall be paid to Landlord absolutely
net of all Operating Expenses. The provisions for payment of Operating Expenses by means of periodic payment of Tenant’s
Proportionate Share of estimated Operating Expenses and the year end adjustment of such payments are intended to pass on to Tenant
and reimburse Landlord for Tenant’s Proportionate Share of all costs and expenses of the nature described in Paragraph
3 of this Lease.


 


3. 
ADDITIONAL RENT


 


(a) 
Commencing on the Commencement Date Tenant shall
pay to Landlord each month as additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate
Share (defined below) of Operating Expenses (defined below), plus applicable sales tax.


 


(b) 
“Tenant’s Proportionate Share”
is, subject to the provisions of Paragraph 18(c), the percentage number described in Item 4 of the Basic
Lease Provisions. Tenant’s Proportionate Share represents, subject to the provisions of Paragraph 18(c), a fraction,
the numerator of which is the number of square feet of Rentable Area in the Premises and the denominator of which is the number
of square feet of Rentable Area in the Building, as determined and adjusted by Landlord pursuant to Paragraph 18(c).


 


(c) 
“Operating Expenses” means
all costs, expenses and obligations incurred or payable by Landlord in connection with the operation, ownership, management, repair
or maintenance of the Building, the Common Areas of the Building, and the Common Areas of the Project allocated by Landlord to
the Building during or allocable to the Lease Term, including without limitation, the following:


 


(i) 
Any form of assessment, license fee, license
tax, business license fee, levy, charge, improvement bond, tax, gross receipts tax, excise tax, water and sewer rents and charges,
utilities and communications taxes and charges or similar or dissimilar imposition imposed by any authority having the direct
power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other
improvement or special assessment district thereof, or any other governmental charge, general and special, ordinary and extraordinary,
foreseen and unforeseen, which may be assessed against any legal or equitable interest of Landlord in the Premises, Building and
Common Areas of the Building and the Project (collectively, “Taxes”). Landlord shall pay all Taxes so as to
obtain all maximum allowable discounts, if any, and any amount for which the Tenant is liable under this Lease shall be based
on the maximum allowable discount for payment of such Taxes, regardless of whether Landlord paid such Taxes on a timely basis
to receive such maximum allowable discount. Notwithstanding anything to the contrary, Taxes shall not include any inheritance
taxes, gift taxes, transfer taxes, franchise taxes, income taxes, profit taxes, capital levies and excise taxes except as set
forth in Paragraph 3(f), or gross receipts taxes (as opposed to a sales tax on rent received). Taxes shall also include,
without limitation, reasonable attorneys’ fees incurred in attempting to protest, reduce or minimize Taxes.


 






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(ii)  
The cost of services and utilities (including
taxes and other charges incurred in connection therewith) provided to the Premises, the Building or the Project, including, without
limitation, water, power, gas, sewer, waste disposal, telephone and cable television facilities, fuel, supplies, equipment, tools,
materials, service contracts, janitorial services, waste and refuse disposal, window cleaning, maintenance and repair of sidewalks
and Building exterior and services areas, gardening and landscaping; insurance, including, but not limited to, public liability,
fire, property damage, wind, hurricane, terrorism, flood, rental loss, rent continuation, boiler machinery, business interruption,
contractual indemnification and All Risk or Causes of Loss - Special Form coverage insurance for up to the full replacement
cost of the Project and such other insurance as is customarily carried by operators of other similar class office buildings in
the city in which the Project is located, to the extent carried by Landlord in its discretion, and the deductible portion of any
insured loss otherwise covered by such insurance; except for executive’s compensation above the grade of building or project
manager, the cost of compensation, including employment, welfare and social security taxes, paid vacation days, disability, pension,
medical and other fringe benefits of all persons (including independent contractors) who perform services connected with the operation,
maintenance, repair or replacement of the Project; any association assessments, costs, dues and/or expenses relating to the Project;
personal property taxes on and maintenance and repair of equipment and other personal property used in connection with the operation,
maintenance or repair of the Project; repair and replacement of window coverings provided by Landlord in the premises of tenants
in the Project; such reasonable auditors’ fees and legal fees as are incurred in connection with the operation, maintenance
or repair of the Project except as specifically excluded in the following paragraph; administration fees; a property management
fee (which fee may be imputed if Landlord has internalized management or otherwise acts as its own property manager provided however,
such charges shall not include any costs associated with executive’s salaries above the grade of building manager); the
maintenance of any easements leases benefiting the Project, a reasonable allowance for depreciation of personal property used
in the operation, maintenance or repair of the Project; except as excluded in the paragraph below, license, permit and inspection
fees; all costs and expenses required by any governmental or quasi-governmental authority or by applicable law, for any reason,
including capital improvements (required in order to comply with Laws enacted after the Effective Date), whether capitalized or
not, and the cost of any capital improvements made to the Project by Landlord that improve life-safety systems or reduce operating
expenses and the costs to replace items which Landlord would be obligated to maintain under the Lease (such costs to be amortized
on a straight line basis over the usable life of the item; the cost of air conditioning, heating, ventilating, plumbing, elevator
maintenance and repair (to include the replacement of components) and other mechanical and electrical systems repair and maintenance
(including repair and maintenance of life safety components of any back-up generator); sign maintenance; and Common Areas (defined
below) repair, resurfacing, operation and maintenance; the reasonable cost for temporary lobby displays and events commensurate
with the operation of a similar class building, and the cost of providing security services, if any, deemed appropriate by Landlord.


 


The
following items shall be excluded from Operating Expenses:


 


(A) 
any ground lease rental;


 


(B)  
leasing commissions, rent concessions to tenants,
attorneys’ fees, costs and disbursements and other expenses incurred in connection with leasing, renovating or improving
vacant space in the Building or Project for tenants or prospective tenants of the Building or Project;


 






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(C)  
costs (including permit, license and inspection
fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for tenants or vacant space
in the Building or Project;


 


(D) 
Landlord’s costs of any services provided
to tenants for which Landlord is entitled to be reimbursed by such tenants as an additional charge or rental over and above the
Base Rent and Operating Expenses payable under the lease with such tenant or other occupant;


 


(E)  
any depreciation or amortization of the Premises,
Building or Project except as expressly permitted herein;


 


(F)  
costs incurred due to a violation of Law (defined
below) by Landlord relating to the Building or Project;


 


(G) 
interest on debt or amortization payments on
any mortgages or deeds of trust or any other debt for borrowed money;


 


(H) 
all items and services for which Tenant or other
tenants reimburse Landlord outside of Operating Expenses;


 


(I)  
repairs or other work occasioned by fire, windstorm
or other work paid for through insurance or condemnation proceeds (excluding any deductible);


 


(J)  
legal expenses incurred for (i) negotiating lease
terms for prospective tenants, (ii) negotiating termination or extension of leases with existing tenants, (iii) proceedings against
any other specific tenant relating solely to the collection of rent or other sums due to Landlord from such tenant, or (iv) the
development and/or construction of the Building or Project;


 


(K) 
interest or other penalties for the late payment
of any Taxes;


 


(L)  
expenses in connection with services or other
benefits that are not offered to Tenant;


 


(M)  
costs incurred by Landlord due to the violation
by Landlord or any tenant of the terms and conditions of any lease of space in the Building or Project;


 


(N) 
cost of items considered capital repairs, replacements,
improvements, and equipment under generally accepted accounting principles (“capital items”); except for those capital
items specifically permitted in Paragraph 3(c)(ii);


 


(O) 
costs incurred by Landlord for repair of damage
to the Building and Project, to the extent that Landlord is reimbursed by insurance proceeds, and costs of all capital improvements,
regardless of whether such repairs are covered by insurance;


 


(P)  
costs, (including all attorneys’ fees,
and costs of settlement, judgments, and payments) arising from claims, disputes, or potential disputes in connection with potential
or actual claims litigation or arbitrations pertaining to this Lease or another lease with a tenant of the Building; and


 






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(Q) 
repairs resulting from any defect in the original
design or construction of the Building and Project.


 


(d) 
Operating Expenses for any calendar year during
which actual occupancy of the Project is less than one hundred percent (100%) of the Rentable Area of the Project shall be appropriately
adjusted to reflect one hundred percent (100%) occupancy of the existing Rentable Area of the Project during such period. In determining
Operating Expenses, if any services or utilities are separately charged to tenants of the Project or others, Operating Expenses
shall be adjusted by Landlord to reflect the amount of expense which would have been incurred for such services or utilities on
a full-time basis for normal Project operating hours. In the event (i) the Commencement Date shall be a date other than January
1, (ii) the date fixed for the expiration of the Lease Term shall be a date other than December 31, (iii) of any early termination
of this Lease, or (iv) of any increase or decrease in the size of the Premises, then in each such event, an appropriate adjustment
in the application of this Paragraph 3 shall, subject to the provisions of this Lease, be made to reflect such event on
a basis determined by Landlord to be consistent with the principles underlying the provisions of this Paragraph 3. In addition,
Landlord shall have the right, from time to time, to equitably allocate and prorate some or all of the Operating Expenses among
different tenants and/or different buildings of the Project and/or on a building-by-building basis (the “Cost Pools”).
Such Cost Pools may include, without limitation, the office space tenants and retail space tenants of the buildings in the Project.


 


(e) 
Within a reasonable period after the commencement
of each calendar year of the Lease Term following the Commencement Date, Landlord shall give to Tenant a written estimate of Tenant’s
Proportionate Share of the Operating Expenses for the Building and the Common Areas of the Building and Project for the then current
year. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on the first day of each month.
Within a reasonable period after the end of each calendar year, Landlord shall furnish Tenant a statement indicating in reasonable
detail the Operating Expenses for such period, and the parties shall, within thirty (30) days thereafter, make any payment
or allowance necessary to adjust Tenant’s estimated payments to Tenant’s actual share of such Operating Expenses as
indicated by such annual statement. Any amount due Tenant shall be credited against installments next becoming due under this
Paragraph 3(e) or refunded to Tenant, if no further sums are due from Tenant.


 


(f)  
All capital levies or other taxes assessed or
imposed on Landlord upon the rents payable to Landlord under this Lease and any excise, transaction, sales or privilege tax, assessment,
levy or charge measured by or based, in whole or in part, upon such rents from the Premises and/or the Project or any portion
thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as additional
rent to be allocated to monthly Operating Expenses.


 


(g) 
Tenant shall pay before delinquency, all taxes
and assessments (i) levied against any personal property, Alterations, tenant improvements or trade fixtures of Tenant in or about
the Premises, (ii) based upon this Lease or any document to which Tenant is a party creating or transferring an interest in this
Lease or an estate in all or any portion of the Premises, and (iii) levied for any business, professional, or occupational license
fees. If any such taxes or assessments are levied against Landlord or Landlord’s property or if the assessed value of the
Project is increased by the inclusion therein of a value placed upon such personal property or trade fixtures, Tenant shall upon
demand reimburse Landlord for the taxes and assessments so levied against Landlord, or such taxes, levies and assessments resulting
from such increase in assessed value. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant
shall pay the amount thereof as invoiced to Tenant by Landlord.


 






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(h) 
Any delay or failure of Landlord in (i) delivering
any estimate or statement described in this Paragraph 3 or (ii) computing or billing Tenant’s Proportionate
Share of Operating Expenses shall not constitute a waiver of its right to require an increase in Rent, or in any way impair the
continuing obligations of Tenant under this Paragraph 3. In the event of any dispute as to any Additional Rent due
under this Paragraph 3, Tenant, an officer of Tenant or Tenant’s certified public accountant (but (a) in no
event shall Tenant hire or employ an accounting firm or any other person to audit Landlord as set forth under this Paragraph who
is compensated or paid for such audit on a contingency basis; and (b) in the event Tenant hires or employs an independent party
to perform such audit, Tenant shall provide Landlord with a copy of the engagement letter) shall have the right after reasonable
notice and at reasonable times to inspect Landlord’s accounting records at Landlord’s accounting office. If, after
such inspection, Tenant still disputes such Additional Rent, upon Tenant’s written request therefor, a certification as
to the proper amount of Operating Expenses and the amount due to or payable by Tenant shall be made by an independent certified
public accountant mutually agreed to by Landlord and Tenant. If Landlord and Tenant cannot mutually agree to an independent certified
public accountant, then the parties agree that Landlord shall choose an independent certified public accountant to conduct the
certification as to the proper amount of Tenant’s Proportionate Share of Operating Expenses due by Tenant for the period
in question; provided, however, such certified public accountant shall not be the accountant who conducted Landlord’s initial
calculation of Operating Expenses to which Tenant is now objecting. Such certification shall be final and conclusive as to all
parties. If the certification reflects that Tenant has overpaid Tenant’s Proportionate Share of Operating Expenses for the
period in question, then Landlord shall credit such excess to Tenant’s next payment of Operating Expenses or, at the request
of Tenant, promptly refund such excess to Tenant and conversely, if Tenant has underpaid Tenant’s Proportionate Share of
Operating Expenses, Tenant shall promptly pay such additional Operating Expenses to Landlord. Tenant agrees to pay the cost of
such certification and the investigation with respect thereto and no adjustments in Tenant’s favor shall be made unless
it is determined that Landlord’s original statement was in error in Landlord’s favor by more than eight percent (8%).
Tenant waives the right to dispute any matter relating to the calculation of Operating Expenses or Additional Rent under this
Paragraph 3 if any claim or dispute is not asserted in writing to Landlord within ninety (90) days after delivery
to Tenant of the original billing statement with respect thereto. Notwithstanding the foregoing, Tenant shall maintain strict
confidentiality of all of Landlord’s accounting records and shall not disclose the same to any other person or entity except
for (a) Tenant’s professional advisory representatives (such as Tenant’s employees, accountants, advisors, attorneys
and consultants) with a need to know such accounting information, who agree to similarly maintain the confidentiality of such
financial information, or (b) disclosure in any action based upon this Agreement; or (c) disclosure pursuant to court order or
compulsory process.


 






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(i) 
Even though the Lease Term has expired and Tenant
has vacated the Premises, when the final determination is made of Tenant’s Proportionate Share of Operating Expenses for
the year in which this Lease terminates, Tenant shall within thirty (30) days pay any increase due over the estimated Operating
Expenses paid, and conversely, any overpayment made by Tenant shall be promptly refunded to Tenant by Landlord, subject to offset
for any amounts due to Landlord from Tenant under this Lease.


 


(j) 
The Base Rent, Additional Rent, late fees, and
other amounts required to be paid by Tenant to Landlord hereunder are sometimes collectively referred to as, and shall constitute,
“Rent.”


 


(k) 
Further notwithstanding the foregoing, Tenant’s
share of Operating Expenses, other than Taxes, insurance, government mandated costs (such as increases in minimum wages), and
utilities and cost of casualty not covered by insurance (collectively, the “Non-Controllable Expenses”), shall
not be increased during any calendar year by more than a maximum of five percent (5%) of such expenses for the preceding calendar
year, calculated on a cumulative and compounding basis (i.e., Landlord may carry forward unused increases in Operating Expenses). 
This cap shall not apply to the Non-Controllable Expenses.


 


4. 
IMPROVEMENTS AND ALTERATIONS


 


(a) 
Landlord shall improve the Premises using standard
Building materials equal to or of better quality than those materials currently used in the Premises and finishes in accordance
with a space plan being prepared by Treieschmann Dumala Architectural Group (the “Architect”), a draft of which
is dated October 17, 2018 (the “Space Plan”), and attached hereto as Exhibit “B.” Within
ten (10) days from the date hereof, Tenant shall submit an updated Space Plan for Landlord’s review and approval, provided
however, Tenant shall have no right to request any changes to the Space Plan that would materially alter the exterior appearance
or basic nature of the Building or the Building systems.  Landlord shall have three (3) business days after receipt of the
updated Space Plan to review and to give Tenant written notice of Landlord’s approval of the updated Space Plan or its requested
changes thereto. If Landlord requests any changes to the updated Space Plan, then Tenant shall make those changes and re-submit
within three (3) business days thereof the further revised Space Plan to Landlord for approval.  Landlord and Tenant shall
continue such process until Tenant addresses Landlord’s comments and Landlord issues written approval of the Space Plan
(the “Final Space Plan”).  Within fifteen (15) days after the date of the Final Space Plan, Tenant shall
cause the Architect to prepare and submit construction drawings to Landlord for approval based on the Final Space Plan and in
accordance with the same procedure set forth above. Landlord shall not be required to install any partition or improvements which
are not in conformity with the Final Space Plan. The improvements referenced in this Paragraph shall be referred to as the “Tenant
Improvements.” Notwithstanding any provision in this Lease to the contrary, the Tenant Improvements shall be completed
in a good and workmanlike manner and shall comply with all laws. In addition to (and not in lieu of) Landlord’s obligations under
this Lease, Landlord shall cause the general contractor performing the Tenant Improvements to provide a warranty in favor of Tenant
against defects in workmanship and materials for a period of twelve (12) months after the Commencement Date. If Tenant notifies
Landlord of any such defects within such twelve (12) month period, then Landlord will cause to be repaired, the defects as soon
as practicable and shall use commercially reasonable efforts to repair the defects with minimal disruption and interference to
Tenant’s use of the Premises. At any time after the expiration such twelve (12) month period, Landlord will promptly, upon written
request of Tenant, assign to Tenant (to the extent assignable, available and without warranty or representation by Landlord) all
rights which Landlord may have under the contract for the construction of the Tenant Improvements against the contractor respecting
defects in workmanship and materials.


 






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(b) 
Except as expressly provided herein and described
in the Space Plan, Landlord shall not be responsible for any other renovation, construction or installation of any improvements
relating to the Premises. Tenant acknowledges that Landlord has not made any representations or warranties with respect to the
condition of the Premises and neither Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The
taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises were in good and satisfactory condition
at the time such possession was taken. Landlord, through its designated contractor (the “Contractor”), will
perform and complete the Tenant Improvements as described in the Space Plan. All costs related to change-orders, alterations and
additions to the Space Plan requested by Tenant and approved by Landlord which increase the cost of the Tenant Improvements above
the Tenant Allowance shall be borne by Tenant. All work will be scheduled by Landlord in such a manner as to not inconvenience
other tenants in the Building. Landlord and its Contractor assume no liability for Tenant’s equipment, furniture or other
personal property located at the Premises during the construction of the Tenant Improvements and Tenant shall hold Landlord, its
contractors and their respective agents and employees (“Landlord’s Indemnified Parties”) harmless and
indemnify same from and against any damage or injury relating to Tenant’s equipment, furniture or personal property left
in the Premises during the construction of the Tenant Improvements. Tenant hereby acknowledges that Tenant shall be solely responsible
for the installation and any other associated costs relating to the use of low voltage wiring, card readers and telephone cabling
in the Premises.


 


(c) 
Tenant Improvement Allowance.  Landlord
shall contribute an improvement allowance not to exceed the product of the Rentable Area of the Premises (21,622 rentable square
feet of Rentable Area) and $25.00 (i.e. $540,550.00) (the “Tenant Allowance”) toward payment for the “hard
costs” of the Tenant Improvements, Consultant Fee, and FF&E Costs, subject to the conditions and limitations set forth
herein.  If the Tenant Allowance is inadequate to pay for the sum total of the “hard costs” for the Tenant Improvements,
Consultant Fee, and FF&E Costs, then within five (5) days after the date of the Final Space Plan, Tenant may elect upon delivery
of written notice to Landlord to request that Landlord increase the Tenant Allowance by the lesser of (i) the difference
between the amount of the Tenant Allowance and the sum total amount of the “hard costs” of the Tenant Improvements,
Consultant Fee, and FF&E Costs; or (ii) $5.00 per square foot of Rentable Area in the Premises (the “Additional Tenant
Allowance”). In no event shall the Additional Tenant Allowance exceed $108,110.00. Each Monthly Installment of Base
Rent for the Premises over the Initial Term shall be increased by an amount calculated based upon the amortized Additional Tenant
Allowance4 over a period of 102 months, together with eight percent (8%) interest per annum. Landlord shall update
Section 5 of the Basic Lease Provisions prior to the Commencement Date to account for the Additional Tenant Allowance (if applicable).
The Tenant Allowance plus the Additional Tenant Allowance, if any, shall be collectively referred to as the “Maximum
Tenant Allowance” which shall not exceed $648,660.00s. As used herein, the phrase “hard costs” means all
costs and expenses incurred by Landlord in connection with the construction and design of the Tenant Improvements, including,
without limitation, amounts paid to the Architect (including, permitting expeditor fees incurred by Landlord in connection with
the Tenant Improvements), engineers, contractors, subcontractors and material suppliers.  Except as otherwise provided below,
the Maximum Tenant Allowance may not be applied to any other costs such as, but not limited to, the cost of Tenant’s trade fixtures,
equipment, moving expenses, low voltage wiring, card readers and cabling.  Tenant hereby acknowledges that all Tenant Improvements
paid for using any portion of the Maximum Tenant Allowance shall be the sole property of Landlord from the date of construction
or installation in the Premises and shall remain in the Premises following the expiration of the Lease.  Notwithstanding
anything to the contrary, Tenant may elect to apply a portion of the unused Maximum Tenant Allowance against the cost and expense
of (i) the fees paid to J. Kelly Advisors, Inc., as the Tenant’s designated relocation consultant (“Consultant
Fee”) engaged by Tenant to supervise its relocation into the Premises from Tenant’s current office location; and
(ii) the purchase or installation of Tenant’s equipment including, but not limited to, demountable partitions, furniture,
and low voltage wiring (collectively, the “FF&E Costs”), provided that the Consultant Fee and FF&E
Costs do not exceed an aggregate of twenty-five percent (25%) of the Maximum Tenant Allowance5 (to the extent funds
are available and have not been exhausted in connection with the construction of the Tenant Improvements), Landlord shall then
reimburse Tenant for Consultant Fees and FF&E Costs from the Maximum Tenant Allowance (subject to the limitations set forth
herein6) within thirty (30) days after the substantial completion of the Tenant Improvements and Tenant’s delivery
to Landlord true copies of final contractor’s affidavit and waivers of lien in accordance with Florida Construction Lien
Law (F.S. 713) for work performed and all paid receipts, bills, invoices and supporting information concerning payment for the
Consultant Fee, and FF&E Costs that Landlord may reasonably request.


 





(d) 
Tenant shall be solely responsible for all costs
associated with completing the Tenant Improvements over and above the Maximum Tenant Allowance. If the cost to construct and install
the Tenant Improvements will exceed the Maximum Tenant Allowance, Tenant shall deliver to Landlord, within ten (10) days following
Landlord’s written request, an amount equal to one-half (1/2) of such excess.  Within thirty (30) days following substantial
completion of the Tenant Improvements, Tenant shall pay to Landlord the remaining balance of any costs in excess of the Maximum
Tenant Allowance.  Tenant’s failure to deliver the payments required in this paragraph shall entitle Landlord to stop
the construction and installation of the Tenant Improvements until such payment is received, and any resulting delay shall constitute
a Tenant Delay (as hereinafter defined) hereunder.  In addition, all delinquent payments required in this sub-section shall
accrue interest at 15% per annum.  The Maximum Tenant Allowance or portion thereof must be utilized not later than six (6)
months after Commencement Date (the “Allowance Period”). If the Maximum Tenant Allowance exceeds the total
of the hard costs incurred for the Tenant Improvements, Consultant Fee, and FF&E Costs, then (i) Tenant may elect during the
period of time between the Commencement Date and the expiration of the Allowance Period to apply such excess as a credit against
Base Rent immediately following the expiration of the Abatement Period as it becomes due (until exhausted in full), provided that
such credit shall in no event exceed the product of the Rentable Area of the Premises (21,622 rentable square feet of Rentable
Area) and $5.00 (i.e. $108,110.00, the “Credit Cap”); and (ii) any unused portion of the Maximum Tenant Allowance
that exceeds the Credit Cap shall be the property of Landlord, it being agreed that Tenant shall not be entitled to any credit,
offset, abatement or payment with respect thereto. In addition, if any portion of the Maximum Tenant Allowance remains unused
by Tenant prior to the expiration of the Allowance Period, then, upon the expiration of the Allowance Period, such unused portion
of the Maximum Tenant Allowance shall be the property of Landlord, it being agreed that Tenant shall not be entitled to any credit,
offset, abatement or payment with respect thereto.





 








 






		4	Escalation shall not apply to any portion of Base Rent
attributable to the amortized Additional Tenant Allowance.














		5	Not
to exceed $162,165.00



		6	Id.









 






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(e) 
Tenant shall request in writing Landlord’s
approval to any changes to the Final Space Plan or corresponding construction documents at any time (each, a “Change
Order”, and collectively, “Change Orders”), provided such Change Order is accompanied by a copy of
the revised Final Plans (incorporating the Change Order) and description of the impact on cost and schedule resulting from said
Change Order (the “Change Order Memorandum of Agreement”). Approval of Change Orders shall be subject to the
process set forth in Section 4(a) above. At Landlord’s option, Tenant shall pay to Landlord (or Landlord’s designee),
within ten (10) days following Landlord’s request, any increase in the cost to construct the Tenant Improvements resulting
from the Change Order, as set forth in the Change Order Memorandum of Agreement.


 


(f)  
Should a “Tenant Delay” or “Force
Majeure Delay” occur, or if the Tenant Improvements have not been substantially completed by the Commencement Date due to
any act, omission or default by Tenant, or anyone acting under or for Tenant, or due to any cause other than Landlord’s
default, Landlord shall have no liability therefor, and the obligations of this Lease (including, without limitation, the obligation
to pay Rent) shall nonetheless commence as of the date upon which the Commencement Date would have occurred but for such Tenant
Delay, act, omission or default. If the Premises are not substantially completed due to a delay, act, omission or default by Landlord,
then as Tenant’s sole remedy for the delay in Tenant’s occupancy of the Premises, the Commencement Date shall be delayed,
and the Rent shall not commence, until the earlier of the date of actual occupancy by Tenant or the date on which the Tenant Improvements
which Landlord has agreed to construct are substantially completed


 


(g) 
For the purposes hereof, the following terms
shall have the following meanings:


 


(i) 
“Tenant Delay” shall mean any actual delay in the Commencement Date caused as a result of: (i) Change Orders,
change by Tenant in the Final Space Plan or Tenant’s failure to timely deliver the updated Space Plan and construction documents
in compliance with Section 4(a) above; (ii) failure by Tenant to fully incorporate and address Landlord’s comments (if any)
to the updated Space Plan and deliver the Final Space Plan to Landlord on or before February 15, 2019; (iii) the inability of
Landlord to substantially complete the Tenant Improvements solely because of Landlord’s inability to purchase any so called long-lead
items required pursuant to the Space Plan; (iv) Tenant or any of its employees (or duly authorized contractors) interfering with
completion of the Tenant Improvements; (v) Tenant’s failure to respond to a request in writing by Landlord for information about
the Tenant Improvements within five (5) business days after Landlord delivers such written request to Tenant; and (vi) any work
performed or to be performed by Tenant or its duly authorized contractors.


 






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(ii)  
“Force Majeure Delay” shall mean a delay caused by any one or combination of the following events: on-site
casualty, act of God, on-site explosion, war, invasion, insurrection, riot, mob violence, sabotage, strikes, lockouts, labor disputes,
condemnation, governmental restriction first adopted and effective after the date the Lease has been signed and delivered or laws
first adopted and effective after the date the Lease has been signed and delivered.


 


Landlord
shall notify Tenant in writing of any act which Landlord reasonably believes may result in a Tenant Delay or a Force Majeure Delay
within five (5) days of its occurrence.


 


(h) 
Within ten (10) days after the Commencement Date,
Tenant will execute and deliver to Landlord a written declaration stating the Commencement Date and expiration date of the Initial
Term pursuant to Exhibit E.


 


(i) 
Landlord’s title is and always will be
paramount to the title of Tenant, and Tenant will not do or be empowered to do any act which encumbers or may encumber Landlord’s
title or which subjects the Premises or the Building or any part of either to any lien. Tenant must immediately remove and cause
to be fully released any and all liens or encumbrances which are filed against the Premises or the Building as a result of any
act or omission of Tenant or Tenant’s Agents (but not if caused by a failure of Landlord to pay the cost of work that is
paid by Landlord as part of the Tenant Allowance). If Tenant fails to remove and cause to be fully released any such lien within
ten (10) business days following Tenant’s receipt of notice thereof, then Landlord may, but is not obligated to, remove
such lien, and Tenant shall pay all costs of removal or bonding the lien to Landlord upon demand. Tenant shall never, under any
circumstances, have the power to subject the interest of Landlord in the Premises, the Building, or the Land to any mechanic’s,
materialmen’s, or construction liens of any kind. In order to comply with the provisions of Chapter 713.10, Florida Statutes,
it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to,
contractors, subcontractors, materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics’,
materialmen’s or construction liens of any kind whatsoever upon the Premises, the Building, the Land, or improvements thereon,
and any such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has
no power to subject Landlord’s interest to any mechanics’, materialmen’s or construction lien of any kind or
character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord’s interest
or assets. IN ADDITION, THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING, AND THE LAND SHALL NOT BE SUBJECT TO LIENS FOR
IMPROVEMENTS TO THE PREMISES, THE BUILDING, AND/OR THE LAND MADE BY TENANT, NOTWITHSTANDING ANY APPROVAL BY LANDLORD OF ANY CONTRACT(S)
WITH ANY CONTRACTOR(S), AND/OR LANDLORD’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO ENTERING INTO ANY CONTRACT
FOR THE CONSTRUCTION OF ANY ALTERATION OR IMPROVEMENT, TENANT SHALL NOTIFY THE CONTRACTOR MAKING IMPROVEMENTS TO THE PREMISES,
THE BUILDING AND/OR THE LAND OF THE FOREGOING PROVISION, AND TENANT’S KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE
TO THE CONTRACTOR SHALL RENDER THE CONTRACT BETWEEN TENANT AND THE CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR. Simultaneously
with the Landlord’s and Tenant’s execution of this Lease, but in no event, later than the filing of any notice of
commencement against the Premises, Tenant agrees to execute and deliver to Landlord a memorandum of lease in such form as set
forth in Exhibit F attached hereto and made a part hereof, which, among other things, sets forth the covenant against liens
as described in this Section for purposes of compliance with Florida Statute 713.10. Tenant agrees that in no event shall a notice
of commencement be recorded in the public records of Palm Beach County, Florida against the Premises prior to the recording of
the memorandum of lease. Landlord shall have the right, in its sole and absolute discretion, to record the memorandum of lease
in the public records of Palm Beach County, Florida. Further, Tenant appoints Landlord its attorney in fact coupled with an interest
to terminate any such memorandum of lease which, if any, has been recorded, upon the expiration or termination of this Lease due
to the lapse of time or otherwise.


 






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(j) 
Except for the Tenant Improvements any alterations,
additions, or improvements made by or on behalf of Tenant to the Premises (collectively, the “Alterations”)
shall be subject to Landlord’s prior written consent, and shall (i) comply with all applicable laws, ordinances, rules and
regulations; (ii) be compatible with the Building and its mechanical, electrical, HVAC and life safety systems; (iii) not interfere
with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (iv) not affect the structural
portions of the Building; and, (v) not, whether alone or taken together with other improvements, require the construction of any
other improvements or alterations within the Building. Tenant shall cause, at its sole cost and expense, all Alterations to comply
with insurance requirements and with Laws and shall construct, at its sole cost and expense, any alteration or modification required
by Laws as a result of any Alterations. All Alterations shall be constructed at Tenant’s sole cost and expense, in a first
class and good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall
be used. All plans and specifications for any Alterations shall be submitted to Landlord for its approval, which shall not be
unreasonably withheld, delayed or conditioned. Landlord may monitor construction of the Alterations, and except for the initial
build out before the Commencement Date, Tenant shall reimburse Landlord for any reasonable out-of-pocket costs paid to third parties,
which are incurred by Landlord in monitoring such construction. Landlord’s right to review plans and specifications and
to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications
or construction comply with applicable laws, codes, rules and regulations. Without limiting the other grounds upon which Landlord
may refuse to approve any contractor or subcontractor, Landlord may take into account the desirability of maintaining harmonious
labor relations at the Project. Landlord may also require that all life safety related work be performed by contractors designated
by Landlord, and all mechanical, electrical, plumbing and roof related work be performed by contractors approved by Landlord,
which approval shall not be unreasonably withheld. Landlord shall have the right, in its sole discretion, to instruct Tenant to
remove those improvements or Alterations from the Premises upon the expiration of this Lease if Landlord conditions its approval
of the Alterations on Tenant’s removal of the improvements at the expiration or earlier termination of the Lease. If upon
the termination of this Lease Landlord requires Tenant to remove any or all of such Alterations from the Premises, then Tenant,
at Tenant’s sole cost and expense, shall promptly remove such Alterations and improvements and Tenant shall repair and restore
the Premises to its original condition as of the Commencement Date, reasonable wear and tear excepted. Any Alterations remaining
in the Premises following the expiration of the Lease Term or following the surrender of the Premises from Tenant to Landlord
shall become the property of Landlord unless Landlord notifies Tenant otherwise. Tenant shall provide Landlord with the identities
and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord
may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall assure payment for the
completion of all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and
other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability
for bodily injury or property damage during construction. Upon completion of any Alterations and upon Landlord’s reasonable
request, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did
work on the Alterations and final lien waivers from all such contractors and subcontractors. Additionally, upon completion of
any Alteration, Tenant shall provide Landlord, at Tenant’s expense, with a complete set of plans in reproducible form and
specifications reflecting the actual conditions of the Alterations, together with a copy of such plans on diskette in the AutoCAD
format or such other format as may then be in common use for computer assisted design purposes. Tenant shall reimburse Landlord,
as additional rent, the reasonable out-of-pocket costs of Landlord’s third-party engineers and other consultants for review
of all plans, specifications and working drawings for the Alterations and for the incorporation of such Alterations in the Landlord’s
master Building drawings, within fifteen (15) days after Tenant’s receipt of invoices either from Landlord or such consultants.
In addition to such costs, Tenant shall pay to Landlord, within ten (10) days after completion of any Alterations, the actual,
reasonable costs incurred by Landlord for services rendered by Landlord’s management personnel and engineers to coordinate
and/or supervise any of the Alterations to the extent such services are provided in excess of or after the normal on-site hours
of such engineers and management personnel.








 


(k) 
Tenant shall keep the Premises, the Building
and the Project free from any and all liens arising out of any Alterations, work performed, materials furnished, or obligations
incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien,
cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord,
Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper
(including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for
all amounts so paid by Landlord in connection therewith, together with all of Landlord’s costs and expenses, with interest
thereon at the Default Rate (defined below) and Tenant shall indemnify and defend each and all of the Landlord Indemnitees (defined
below) against any damages, losses or costs arising out of any such claim. Tenant’s indemnification of Landlord contained
in this Paragraph shall survive the expiration or earlier termination of this Lease. Such rights of Landlord shall be in addition
to all other remedies provided herein or by law.


 






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(l) 
NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT
BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH
OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT
THE INTEREST OF LANDLORD IN THE PREMISES.


 


(m) 
Nothing contained in this Lease shall be construed
as consent on the part of Landlord to subject the estate of Landlord to liability under the Construction Lien Law of the State
of Florida, it being expressly understood that the Landlord’s estate shall not be subject to such liability. Tenant shall
strictly comply with the Construction Lien Law of the State of Florida as set forth in Chapter 713, Florida Statutes. Tenant agrees
to obtain and deliver to Landlord prior to the commencement of any work or Alterations or the delivery of any materials, written
and unconditional waivers of contractors’ liens with respect to the Premises, the Building and the Project Common Areas
for all work, service or materials to be furnished at the request or for the benefit of Tenant to the Premises, and any Notice
of Commencement filed by Tenant shall contain, in bold print, the first sentence of this Paragraph 4(e). Such waivers shall
be signed by all architects, engineers, designers, contractors, subcontractors, materialmen and laborers to become involved in
such work. Notwithstanding the foregoing, Tenant at its expense shall cause any lien filed against the Premises, the Building
or the Common Areas of the Building or Project for work, services or materials claimed to have been furnished to or for the benefit
of Tenant to be satisfied or transferred to bond within ten (10) days after Tenant’s having received notice thereof.
In the event that Tenant fails to satisfy or transfer to bond such claim of lien within said ten (10) day period, Landlord
may do so and thereafter charge Tenant as Additional Rent, all costs incurred by Landlord in connection with the satisfaction
or transfer of such claim, including attorneys’ fees. Further, Tenant agrees to indemnify, defend, and save the Landlord
harmless from and against any damage to and loss incurred by Landlord as a result of any such contractor’s claim of lien.
If so requested by Landlord, Tenant, at Tenant’s cost, shall execute a short form or memorandum of this Lease, which may,
in Landlord’s sole discretion be recorded in the Public Records of the County in which the Premises is located for the purpose
of protecting Landlord’s estate from contractors’ Claims of Lien, as provided in Chapter 713.10, Florida Statutes.
In the event such short form or memorandum of this Lease is executed, Tenant shall simultaneously execute and deliver to Landlord
an instrument in recordable form terminating Tenant’s interest in the real property upon which the Premises are located,
which instrument may be recorded by Landlord at the expiration or earlier termination of the term of this Lease. The security
deposit paid by Tenant may be used by Landlord for the satisfaction or transfer of any Contractor’s Claim of Lien, as provided
in this Paragraph. This Paragraph shall survive the termination of this Lease.


 






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5. 
REPAIRS


 


(a) 
Landlord’s obligation with respect to repair
as part of Basic Services shall be limited to (i) the structural portions of the Building including, without limitation, the foundation,
(ii) the exterior walls of the Building, including, without limitation, glass and glazing, (iii) the roof, (iv) mechanical, electrical,
heating, ventilating and air conditioning, plumbing and life safety systems [except for any lavatory, shower, toilet, wash basin
and kitchen facilities that serve Tenant exclusively and any supplemental heating and air conditioning systems (including all
plumbing connected to said facilities or systems)], (v) Common Areas (including paving), (vi) utility lines located outside of
the Premises and (vii) life safety components of any backup generator for the Premises. Landlord shall not be deemed to have breached
any obligation with respect to the condition of any part of the Project unless Tenant has given to Landlord written notice of
any required repair and Landlord has not made such repair within a reasonable time following the receipt by Landlord of such notice.
The foregoing notwithstanding: (i) Landlord shall not be required to repair damage to any of the foregoing to the extent caused
by the acts or omissions of Tenant or it agents, employees or contractors, except to the extent covered by insurance carried by
Landlord; and (ii) the obligations of Landlord pertaining to damage or destruction by casualty shall be governed by the provisions
of Paragraph 9. Landlord shall have the right but not the obligation to undertake work of repair that Tenant is required
to perform under this Lease and that Tenant fails or refuses to perform in a timely and efficient manner. All costs incurred by
Landlord in performing any such repair for the account of Tenant (because of Tenant’s failure to perform such repair) shall
be repaid by Tenant to Landlord upon demand, together with an administration fee equal to ten percent (10%) of such costs. Except
as expressly provided in Paragraph 9 of this Lease, there shall be no abatement of Rent and no liability of Landlord by
reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements
in or to any portion of the Premises, the Building or the Project. Tenant waives the right to make repairs at Landlord’s
expense under any law, statute or ordinance now or hereafter in effect.


 


(b) 
Tenant, at its expense, (i) shall keep the Premises
and all fixtures contained therein in a safe, clean and neat condition, and (ii) shall bear the cost of maintenance and repair,
by contractors selected by Landlord, of all facilities which are not expressly required to be maintained or repaired by Landlord
and which are located in the Premises, including, without limitation, lavatory, shower, toilet, wash basin and kitchen facilities,
and supplemental heating and air conditioning systems (including all plumbing connected to said facilities or systems installed
by or on behalf of Tenant or existing in the Premises at the time of Landlord’s delivery of the Premises to Tenant). Tenant
shall make all repairs to the Premises not required to be made by Landlord under subparagraph (a) above with replacements
of any materials to be made by use of materials of equal or better quality. Tenant shall do all decorating, remodeling, alteration
and painting required by Tenant during the Lease Term. Tenant shall pay for the cost of any repairs to the Premises, the Building
or the Project made necessary by any negligence or willful misconduct of Tenant or any of its assignees, subtenants, employees
or their respective agents, representatives, contractors, or other persons permitted in or invited to the Premises or the Project
by Tenant. If Tenant fails to make such repairs or replacements within fifteen (15) days after written notice from Landlord, Landlord
may at its option make such repairs or replacements, and Tenant shall upon demand pay Landlord for the cost thereof, together
with an administration fee equal to fifteen percent (15%) of such costs.


 






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(c) 
Upon the expiration or earlier termination of
this Lease, Tenant shall surrender the Premises in a safe, clean and neat condition, normal wear and tear excepted. Except as
otherwise set forth in Paragraph 4(b) of this Lease, Tenant shall remove from the Premises all trade fixtures, furnishings
and other personal property of Tenant and all computer and phone cabling and wiring installed by or on behalf of Tenant, shall
repair all damage caused by such removal, and shall restore the Premises to its original condition, reasonable wear and tear excepted.
Notwithstanding this paragraph, Tenant shall have no obligation to remove the FF&E of the Prior Occupant of the Premises as
defined in Paragraph 24 of this Lease. In addition to all other rights Landlord may have, in the event Tenant does not so remove
any such fixtures, furnishings or personal property, Tenant shall be deemed to have abandoned the same, in which case Landlord
may store or dispose of the same at Tenant’s expense, appropriate the same for itself, and/or sell the same in its discretion.


 


6. 
USE OF PREMISES


 


(a) 
Tenant shall use the Premises only for a corporate
headquarters which shall consist of executive offices, and general office space for the following business divisions and departments:
administration, accounting, business development, marketing, sales, customer service, information technology and similar uses
that are customary for a corporate headquarters facility (collectively, the “Permitted Use”), as permitted
by applicable zoning and shall not use the Premises or permit the Premises to be used for any other purpose. Landlord shall have
the right to deny its consent to any change in the Permitted Use of the Premises in its reasonable discretion.


 


(b) 
Use Contingency. This Lease shall be conditioned
upon Tenant obtaining a zoning confirmation letter7 (the “Use Contingency”) on or before February
28, 2019 (the “Contingency Period”), from the City of Boca Raton, Florida, that either (i) confirms the Permitted
Use as being permitted at the Premises under applicable zoning designation; or (ii) fails to identify the Permitted Use as prohibited
at the Premises under applicable zoning designation. Tenant, within three (3) business days of its execution of this Lease, shall
complete and submit all required applications and other necessary documentation to the City of Boca Raton, Florida to request
(on an expedited basis, to extent possible) the zoning confirmation letter in satisfaction of the Use Contingency. True and accurate
copies of all such applications shall be provided by Tenant to Landlord promptly after submission to the City of Boca Raton, Florida.
Tenant shall use its commercially reasonable effort to pursue the satisfaction of the Use Contingency during the Contingency Period.
Immediately upon receipt, Tenant shall provide Landlord with a true and accurate copy of the zoning confirmation letter. Following
the exhaustion of all commercially reasonable and diligent efforts, in the event Tenant fails to satisfy the Use Contingency on
or before the expiration of the Contingency Period, then Tenant may elect to terminate this Lease by delivery of written notice
to Landlord prior to the expiration of the Contingency Period. If Tenant elects to terminate the Lease prior to the expiration
of the Contingency Period in accordance herewith, then within five (5) business days following the expiration of the Contingency
Period and receipt of an invoice from Landlord, Tenant shall reimburse Landlord for the actual costs incurred by Landlord in connection
with the preparation of the Space Plan, Final Space Plan and the Tenant Improvements, in an amount not to exceed $10,000.00. If
Tenant fails to timely terminate this Lease in accordance with the conditions of this Section, then the Use Contingency and corresponding
termination option shall be automatically deemed waived, void and of no further force or effect.


 





 






		7	Or
local equivalent, as applicable.



 






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(c) 
Tenant shall not at any time use or occupy the
Premises, or permit any act or omission in or about the Premises in violation of any law, statute, ordinance or any governmental
rule, regulation or order (collectively, “Law” or “Laws”) and Tenant shall, upon written
notice from Landlord, discontinue any use of the Premises which is declared by any governmental authority to be a violation of
Law. Tenant shall be responsible for compliance with all Laws within the Premises including, without limitation, the Americans
with Disabilities Act (which shall be included within the meaning of “Law” or “Laws” hereunder) and the
cost of such compliance may be paid from funds available in the Allowance, and if any Law shall, by reason of the nature of Tenant’s
Permitted Use or particular use or particular manner of use or occupancy of the Premises, impose any duty upon Tenant or Landlord
with respect to (i) modification or other maintenance of the Premises, the Building or the Project, or (ii) the use, Alteration
or occupancy thereof, Tenant shall comply with such Law at Tenant’s sole cost and expense; provided that Tenant shall not
be required to modify or otherwise improve the Premises unless required as a result of any Tenant Improvements or other Alterations
or Tenant’s particular use of the Premises. Landlord shall be responsible to assure that the Building (excluding the Premises)
and the Common Areas of the Building and the Project comply with all Laws at Landlord’s sole cost and expense; provided
that any costs of such compliance incurred by Landlord as a result of changes to Laws effective subsequent to the Effective Date
shall be a component of “Operating Expenses” as defined in Paragraph 3(c).


 


(d) 
Tenant shall not at any time use or occupy the
Premises in violation of the certificates of occupancy issued for or restrictive covenants pertaining to the Building or the Premises,
and in the event that any architectural control committee or department of the state or the city or county in which the Project
is located shall at any time contend or declare that the Premises are used or occupied in violation of such certificate or certificates
of occupancy or restrictive covenants, Tenant shall, upon ten(10) business days notice from Landlord or any such governmental
agency, immediately discontinue such use of the Premises (and otherwise remedy such violation). The failure by Tenant to discontinue
such use shall be considered a default under this Lease and Landlord shall have the right to exercise any and all rights and remedies
provided herein or by Law. Any statement in this Lease of the nature of the business to be conducted by Tenant in the Premises
shall not be deemed or construed to constitute a representation or guaranty by Landlord that such business is or will continue
to be lawful or permissible under any certificate of occupancy issued for the Building or the Premises, or otherwise permitted
by Law.


 


(e) 
Tenant shall not do or permit to be done anything
which may invalidate or increase the cost of any fire, All Risk, Causes of Loss - Special Form or other insurance policy
covering the Building, the Project and/or property located therein and shall comply with all rules, orders, regulations and requirements
of the appropriate fire codes and ordinances or any other organization performing a similar function. In addition to all other
remedies of Landlord, Landlord may require Tenant, promptly upon demand, to reimburse Landlord for the full amount of any additional
premiums charged for such policy or policies by reason of Tenant’s failure to comply with the provisions of this Paragraph
6.


 






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(f)  
Tenant shall not in any way interfere with the
rights or quiet enjoyment of other tenants or occupants of the Premises, the Building or the Project. Tenant shall not use or
allow the Premises to be used for any improper, immoral, or unlawful purpose, nor shall Tenant cause, maintain, or permit any
nuisance in, on or about the Premises, the Building or the Project. Tenant shall not place weight upon any portion of the Premises
exceeding the structural floor load (per square foot of area) which such area was designated (and is permitted by Law) to carry
or otherwise use any Building system in excess of its capacity or in any other manner which may damage such system or the Building.
Tenant shall not create within the Premises a working environment with a density of greater than the maximum density permitted
by Law. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant’s expense, in locations
and in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. Tenant
shall not commit or suffer to be committed any waste in, on, upon or about the Premises, the Building or the Project.


 


(g) 
Tenant shall take all reasonable steps necessary
to adequately secure the Premises from unlawful intrusion, theft, fire and other hazards, and shall keep and maintain any and
all security devices in or on the Premises in good working order, including, but not limited to, exterior door locks for the Premises
and smoke detectors and burglar alarms located within the Premises and shall cooperate with Landlord and other tenants in the
Project with respect to access control and other safety matters.


 


(h) 
As used herein, the term “Hazardous
Material” means any (a) oil or any other petroleum-based substance, flammable substances, explosives, radioactive materials,
hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants which (i) pose a hazard
to the Project or to persons on or about the Project or (ii) cause the Project to be in violation of any Laws; (b) asbestos in
any form, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of
polychlorinated biphenyls, or radon gas; (c) chemical, material or substance defined as or included in the definition of “hazardous
substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”,
“restricted hazardous waste”, or “toxic substances” or words of similar import under any applicable local,
state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including, but not limited
to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.;
the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq.; the Federal Water Pollution Control Act,
as amended, 33 U.S.C. §1251, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901,
et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. §300, et seq.; the Toxic Substances Control Act, as
amended, 15 U.S.C. §2601, et seq.; the Federal Hazardous Substances Control Act, as amended, 15 U.S.C. §1261,
et seq.; and the Occupational Safety and Health Act, as amended, 29 U.S.C. §651, et seq.; Chapters 373, 376 and
403, Florida Statutes and the regulations promulgated pursuant thereto; (d) other chemical, material or substance, exposure
to which is prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health and safety
of the occupants of the Project or the owners and/or occupants of property adjacent to or surrounding the Project, or any other
Person coming upon the Project or adjacent property; and (e) other chemicals, materials or substances which may or could pose
a hazard to the environment. The term “Permitted Hazardous Materials” shall mean Hazardous Materials which
are contained in ordinary office supplies of a type and in quantities typically used in the ordinary course of business within
general offices and executive offices of similar size in comparable office buildings, but only if and to the extent that such
supplies are transported, stored and used in full compliance with all applicable laws, ordinances, orders, rules and regulations
and otherwise in a safe and prudent manner. Hazardous Materials which are contained in ordinary office supplies but which are
transported, stored and used in a manner which is not in full compliance with all applicable laws, ordinances, orders, rules and
regulations or which is not in any respect safe and prudent shall not be deemed to be “Permitted Hazardous Materials”
for the purposes of this Lease.


 






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(i) 
Tenant, its assignees, subtenants, and their
respective agents, servants, employees, representatives and contractors (collectively referred to herein as “Tenant Affiliates”)
shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant or by Tenant
Affiliates without the prior written consent of Landlord (which may be granted, conditioned or withheld in the sole discretion
of Landlord), save and except only for Permitted Hazardous Materials, which Tenant or Tenant Affiliates may bring, store and use
in reasonable quantities for their intended use in the Premises, but only in full compliance with all applicable Laws. On or before
the expiration or earlier termination of this Lease, Tenant shall remove from the Premises all Hazardous Materials (including,
without limitation, Permitted Hazardous Materials), regardless of whether such Hazardous Materials are present in concentrations
which require removal under applicable Laws.


 


(ii)  
Tenant agrees to indemnify, defend and hold Landlord
and its Affiliates (defined below) harmless for, from and against any and all claims, actions, administrative proceedings (including
informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses, including
reasonable attorneys’ fees and expenses, court costs, consultant fees, and expert fees, together with all other costs and
expenses of any kind or nature that arise during or after the Lease Term directly or indirectly from or in connection with the
presence, suspected presence, or release of any Hazardous Material in or into the air, soil, surface water or groundwater at,
on, about, under or within the Premises, or any portion thereof by the Tenant, or Tenant Affiliates.


 


(iii)  
In the event any investigation or monitoring
of site conditions or any clean-up, containment, restoration, removal or other remedial work (collectively, the “Remedial
Work”) is required under any applicable federal, state or local Law, by any judicial order, or by any governmental entity
as the result of operations or activities upon, or any use or occupancy of any portion of the Premises by Tenant or Tenant Affiliates,
Landlord shall perform or cause to be performed the Remedial Work in compliance with such Law at Tenant’s sole cost and
expense. All Remedial Work shall be performed by one or more contractors, selected and approved by Landlord. All costs and expenses
of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractor(s), the consulting
engineer, and Landlord’s reasonable attorneys’ fees and costs incurred in connection with monitoring or review of
such Remedial Work.


 


(iv) 
Each of the covenants and agreements of Tenant
set forth in this Paragraph 6(g) shall survive the expiration or earlier termination of this Lease.


 






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7. 
UTILITIES AND SERVICES


 


(a) 
Landlord shall furnish, or cause to be furnished
to the Premises, the utilities and services described in this Paragraph 7(a) (collectively the “Basic Services”):


 


(i) 
Cold water at those points of supply provided
for general use of other tenants in the Building;


 


(ii)  
At such times as Landlord normally furnishes
these services to other tenants in the Building and if provided in the region, central air conditioning at such temperatures and
in such amounts as are considered by Landlord to be standard in comparable in the Yamato corridor submarket of Boca Raton or as
may be permitted or controlled by applicable Laws;


 


(iii)  
Routine maintenance, repairs, structural and
exterior maintenance (including, without limitation, exterior glass and glazing), painting and electric lighting service for all
Common Areas of the Project in the manner and to the extent deemed by Landlord to be standard in comparable in the Yamato corridor
submarket of Boca Raton, subject to the limitation contained in Paragraph 5(a) above;


 


(iv) 
Janitorial service on a five (5) day week basis,
excluding Holidays, as hereinafter defined; provided, however, if Tenant’s floor covering or other improvements require
special treatment that has been requested by Tenant in writing, Tenant shall pay the additional cleaning cost attributable thereto
as additional rent upon within fifteen (15) days following presentation of a statement therefor by Landlord;


 


(v) 
An electrical system to convey power delivered
by public utility providers selected by Landlord in amounts sufficient for normal office operations as provided by Landlord in
the Building but not to exceed the standard wattage allowance for the Building per square foot of Rentable Area during normal
office hours (which includes an allowance for lighting of the Premises at the maximum wattage per square foot of Rentable Area
permitted under applicable laws, ordinances, orders, rules and regulations), provided that no single item of electrical equipment
consumes more than 0.5 kilowatts at rated capacity or requires a voltage other than 120 volts, single phase;


 


(vi) 
Maintaining and replacing lamps, bulbs, and ballasts
in all common areas of the Project and in the Premises; and


 


(vii)  
Restroom supplies, window washing with reasonable
frequency deemed by Landlord to be standard in comparable buildings in the Yamato corridor submarket of Boca Raton, and


 


(viii)  
Public elevator service and a freight elevator
serving the floors on which the Premises are situated, 24 hours per day, 365 days per year.


 


(b) 
Landlord shall provide to Tenant at Tenant’s
sole cost and expense (and subject to the limitations hereinafter set forth) the following extra services (collectively the “Extra
Services”):


 


(i) 
Such extra cleaning and janitorial services requested
by Tenant, and agreed to by Landlord, for special improvements or Alterations;


 






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(ii)  
Subject to Paragraph 7(d) below,
additional air conditioning and ventilating capacity required by reason of any electrical, data processing or other equipment
or facilities or services required to support the same, in excess of that typically provided by the Building;


 


(iii)  
Intentionally omitted;


 


(iv) 
Heating, ventilation, air conditioning or extra
electrical service provided by Landlord to Tenant (i) during hours other than Business Hours, (ii) on Saturdays, Sundays, or Holidays,
said ventilation and air conditioning or extra service to be furnished solely upon the prior written request of Tenant given with
such advance notice as Landlord may reasonably require and Tenant shall pay to Landlord Landlord’s standard charge for overtime
HVAC on an hourly basis. The current overtime HVAC charge is $50.00 per hour (two (2) hour minimum), subject to change at
Landlord’s discretion based upon operational costs and expenses. Notwithstanding the foregoing and as an accommodation to
Tenant, Landlord shall discount the current overtime HVAC charge from $50.00 to $20.00 per hour; and Tenant shall pay, as Additional
Rent, overtime HVAC charges at a rate of $20.00 per hour for no less than twenty (20) hours per week (i.e. 80 hours per month)
of overtime HVAC during the Initial Term. As a condition to the discounted HVAC charge, Tenant shall pay for twenty (20) hours
per week of overtime HVAC, regardless of whether Tenant actually consumes less than twenty hours of overtime HVAC for any week
during the Initial Term. In addition, Tenant shall also pay for every hour (at a rate of $20.00 per hour during the Initial Term)
of overtime HVAC consumed in excess of the 20 hour per week minimum overtime HVAC charge.


 


(v) 
Any Basic Service in amounts determined by Landlord
to exceed the amounts required to be provided above, but only if Landlord elects to provide such additional or excess service.
Tenant shall pay Landlord the cost of providing such additional services (or an amount equal to Landlord’s reasonable estimate
of such cost, if the actual cost is not readily ascertainable) together with an administration fee equal to five percent (5%)
of such cost, within fifteen (15) days following presentation of an invoice therefore by Landlord to Tenant. The cost chargeable
to Tenant for all extra services shall constitute Additional Rent.


 


(c) 
Tenant agrees to cooperate fully at all times
with Landlord and to comply with all reasonable uniform regulations and requirements which Landlord may from time to time prescribe
for the use of the utilities and Basic Services described herein. Landlord shall not be liable to Tenant for the failure of any
other tenant, or its assignees, subtenants, employees, or their respective invitees, licensees, agents or other representatives
to comply with such regulations and requirements. The term “Business Hours” shall be deemed to be Monday through
Friday from 7:00 A.M. to 7:00 P.M. and Saturday from 7:00 A.M. to 1:00 P.M., excepting Holidays. The term “Holidays”
shall be deemed to mean and include New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.


 






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(d) 
If Tenant requires utilities or services in quantities
greater than or at times other than that generally furnished by Landlord as set forth above, Tenant shall pay to Landlord, upon
receipt of a written statement therefor, Landlord’s charge for such excess use. In the event that Tenant shall require additional
electric current, water or gas for use in the Premises and if, in Landlord’s judgment, such excess requirements cannot be
furnished unless additional risers, conduits, feeders, switchboards and/or appurtenances are installed in the Building, subject
to the conditions stated below, Landlord shall proceed to install the same at the sole cost of Tenant, payable upon demand in
advance. The installation of such facilities shall be conditioned upon Landlord’s consent, and a determination that the
installation and use thereof (i) shall be permitted by applicable Law and insurance regulations, (ii) shall not cause permanent
damage or injury to the Building or adversely affect the value of the Building or the Project, and (iii) shall not cause or create
a dangerous or hazardous condition or interfere with or disturb other tenants in the Building. Subject to the foregoing, Landlord
shall, upon reasonable prior notice by Tenant, furnish to the Premises additional elevator, air conditioning and/or cleaning services
upon such reasonable terms and conditions as shall be determined by Landlord, including payment of Landlord’s charge therefor.


 


(e) 
Intentionally omitted.


 


(f)  
Landlord shall not be liable for, and Tenant
shall not be entitled to, any damages, abatement or reduction of Rent, or other liability by reason of any failure to furnish
any services or utilities described herein for any reason beyond Landlord’s control including, without limitation, when
caused by accident, breakage, casualty, natural disasters, weather, water leakage, flooding, repairs, Alterations or other improvements
to the Project, strikes, lockouts or other labor disturbances or labor disputes of any character, governmental regulation, moratorium
or other governmental action, inability to obtain electricity, water or fuel, or any other cause beyond Landlord’s control.
Landlord shall be entitled to cooperate with the mandatory energy conservation efforts of governmental agencies or utility suppliers.
No such failure, stoppage or interruption of any such utility or service shall be construed as an eviction of Tenant, nor shall
the same relieve Tenant from any obligation to perform any covenant or agreement under this Lease. In the event of any failure,
stoppage or interruption thereof, Landlord shall use reasonable efforts to attempt to restore all services promptly. No representation
is made by Landlord with respect to the adequacy or fitness of the Building’s ventilating, air conditioning or other systems
to maintain temperatures as may be required for the operation of any computer, data processing or other special equipment of Tenant.


 


(g) 
Landlord reserves the right from time to time
to make reasonable and nondiscriminatory among tenants of the Building modifications to the above standards for Basic Services
and Extra Services.


 


(h) 
Except as is otherwise expressly provided in
this Lease and except for emergencies and closures during or in anticipation of natural disasters such as hurricanes, the Building
will be accessible to Tenant, its subtenants, agents, servants, employees, contractors, invitees or licensees (collectively, “Tenant’s
Agents”) at all times during Business Hours, and Tenant and its employees shall have access to the Premises twenty four
(24) hours per day each day of the year; Tenant’s Agents other than its employees shall have access to the Building after
Normal Business Hours only in accordance with the security procedures adopted by Landlord from time to time for the Building and
its parking area.


 






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8. 
NON-LIABILITY AND INDEMNIFICATION OF
LANDLORD; INSURANCE


 


(a) 
To the greatest extent permitted by Law, and
except to the extent caused by Landlord’s negligence or willful misconduct, Landlord and its Affiliates shall not be liable
for any injury, loss or damage suffered by Tenant or to any person or property occurring or incurred in or about the Premises,
the Building or the Project from any cause. Without limiting the foregoing, neither Landlord nor any of its partners, officers,
trustees, affiliates, directors, employees, contractors, agents or representatives (collectively, “Affiliates”)
shall be liable for and there shall be no abatement of Rent (except in the event of a casualty loss or a condemnation as set forth
in Paragraph 9 and Paragraph 10 of this Lease) for (i) any damage to Tenant’s property stored
with or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal
act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity,
water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing
works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever
or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, (iv) any diminution
or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within
or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. Tenant shall give
prompt notice to Landlord in the event of (i) the occurrence of a fire or accident in the Premises or in the Building, or
(ii) the discovery of a defect therein or in the fixtures or equipment thereof. This Paragraph 8(a) shall survive
the expiration or earlier termination of this Lease.


 


(b) 
To the greatest extent permitted by Law, Tenant
hereby agrees to indemnify, protect, defend and hold harmless Landlord and its designated property management company, and their
respective partners, members, affiliates and subsidiaries, and all of their respective officers, trustees, directors, shareholders,
employees, servants, partners, representatives, insurers and agents (collectively, “Landlord Indemnitees”)
for, from and against all liabilities, claims, fines, penalties, costs, damages or injuries to persons, damages to property, losses,
liens, causes of action, suits, judgments and expenses (including court costs, attorneys’ fees, expert witness fees and
costs of investigation), of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused
by, or resulting from (1) Tenant’s construction of, or use, occupancy or enjoyment of, the Premises, (2) any activity, work
or other things done, permitted or suffered by Tenant and its agents and employees in or about the Premises, (3) any breach or
default in the performance of any of Tenant’s obligations under this Lease, (4) any negligence or willful misconduct of
Tenant or any of its agents, contractors, employees, business invitees or licensees, or (5) any damage to Tenant’s property,
or the property of Tenant’s agents, employees, contractors, business invitees or licensees, located in or about the Premises.
This Paragraph 8(b) shall survive the expiration or earlier termination of this Lease.


 


(c) 
Tenant shall promptly advise Landlord in writing
of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Tenant, at
Tenant’s expense, shall assume on behalf of each and every Landlord Indemnitee and conduct with due diligence and in good
faith the defense thereof with counsel reasonably satisfactory to Landlord; provided, however, that any Landlord Indemnitee shall
have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense. In the
event of failure by Tenant to fully perform in accordance with this Paragraph, Landlord, at its option, and without relieving
Tenant of its obligations hereunder, may so perform, but all costs and expenses so incurred by Landlord in that event shall be
reimbursed by Tenant to Landlord, together with interest on the same from the date any such expense was paid by Landlord until
reimbursed by Tenant, at the rate of interest provided to be paid on judgments, by the law of the jurisdiction to which the interpretation
of this Lease is subject. The indemnification provided in Paragraph 8(b) shall not be limited to damages, compensation
or benefits payable under insurance policies, workers’ compensation acts, disability benefit acts or other employees’
benefit acts.


 






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(d) 
Insurance.


 


(i) 
Tenant at all times during the Lease Term shall,
at its own expense, keep in full force and effect (A) commercial general liability insurance providing coverage against bodily
injury and disease, including death resulting therefrom and property damage to a combined single limit of $3,000,000 to one or
more than one person as the result of any one accident or occurrence, which shall include provision for contractual liability
coverage insuring Tenant for the performance of its indemnity obligations set forth in this Paragraph 8 and in Paragraph 6(g)(ii) of
this Lease, with an Excess Limits (Umbrella) Policy in the amount of $5,000,000, (B) worker’s compensation and occupational
disease insurance for its employees to the statutory limit required under Florida law, if any, together with employer’s
liability insurance with a limit of $1,000,000 bodily injury per accident and $1,000,000 disease per each employee with a $1,000,000
disease policy limit, (C) All Risk or Causes of Loss - Special Form property insurance, including fire and extended
coverage, sprinkler leakage (including sprinkler leakage), vandalism, malicious mischief, wind and/or hurricane coverage, and
flood coverage, covering full replacement value of all of Tenant’s personal property, trade fixtures and improvements in
the Premises, and (D) to the extent that Tenant offers any service requiring any of its employees, contractors or agents to operate
a vehicle owned by a customer (i.e. valet parking), Garage Keepers Liability insurance in a form reasonably satisfactory to Landlord.
The Garage Keepers Liability insurance may be provided as an add-on to Tenant’s commercial general liability insurance or
as a separate liability policy in the amount of $1,000,000.00. Landlord and its designated property management firm shall be named
an additional insured on each of said policies (excluding the worker’s compensation policy) and said policies shall be issued
by an insurance company or companies authorized to do business in the State and which have policyholder ratings not lower than
“A-” and financial ratings not lower than “VII” in Best’s Insurance Guide (latest edition in effect
as of the Effective Date and subsequently in effect as of the date of renewal of the required policies). EACH OF SAID POLICIES
SHALL ALSO INCLUDE A WAIVER OF SUBROGATION PROVISION OR ENDORSEMENT IN FAVOR OF LANDLORD, AND AN ENDORSEMENT PROVIDING THAT LANDLORD
SHALL RECEIVE THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF ANY CANCELLATION OF, NONRENEWAL OF, REDUCTION OF COVERAGE OR MATERIAL
CHANGE IN COVERAGE ON SAID POLICIES. Tenant hereby waives its right of recovery against any Landlord Indemnitee of any amounts
paid by Tenant or on Tenant’s behalf to satisfy applicable worker’s compensation laws. The policies or duly executed
certificates showing the material terms for the same, together with satisfactory evidence of the payment of the premiums therefor,
shall be deposited with Landlord on the date Tenant first occupies the Premises and upon renewals of such policies not less than
fifteen (15) days prior to the expiration of the term of such coverage. If certificates are supplied rather than the policies
themselves, Tenant shall allow Landlord, at all reasonable times, to inspect the policies of insurance required herein.


 






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(ii)  
It is expressly understood and agreed that the
coverages required represent Landlord’s minimum requirements and such are not to be construed to void or limit Tenant’s
obligations contained in this Lease, including without limitation Tenant’s indemnity obligations hereunder. Neither shall
(A) the insolvency, bankruptcy or failure of any insurance company carrying Tenant, (B) the failure of any insurance
company to pay claims occurring nor (C) any exclusion from or insufficiency of coverage be held to affect, negate or waive
any of Tenant’s indemnity obligations under this Paragraph 8 and Paragraph 6(g)(ii) or any other
provision of this Lease. With respect to insurance coverages, except worker’s compensation, maintained hereunder by Tenant
and insurance coverages separately obtained by Landlord, all insurance coverages afforded by policies of insurance maintained
by Tenant shall be primary insurance as such coverages apply to Landlord, and such insurance coverages separately maintained by
Landlord shall be excess, and Tenant shall have its insurance policies so endorsed. The amount of liability insurance under insurance
policies maintained by Tenant shall not be reduced by the existence of insurance coverage under policies separately maintained
by Landlord. Tenant shall be solely responsible for any premiums, assessments, penalties, deductible assumptions, retentions,
audits, retrospective adjustments or any other kind of payment due under its policies. Tenant shall increase the amounts of insurance
or the insurance coverages as Landlord may reasonably request from time to time, but not in excess of the requirements of prudent
landlords or lenders for similar tenants occupying similar premises in the Boca Raton, Florida metropolitan area.


 


(iii)  
Tenant’s occupancy of the Premises without
delivering the certificates of insurance shall not constitute a waiver of Tenant’s obligations to provide the required coverages.
If Tenant provides to Landlord a certificate that does not evidence the coverages required herein, or that is faulty in any respect,
such shall not constitute a waiver of Tenant’s obligations to provide the proper insurance


 


(iv) 
Throughout the Lease Term, Landlord agrees to
maintain (i) fire and extended coverage insurance, and, at Landlord’s option, terrorism coverage, wind and hurricane
coverage, and such additional property insurance coverage as Landlord deems appropriate, on the insurable portions of Building
and the remainder of the Project in an amount not less than the fair replacement value thereof, subject to reasonable deductibles
(ii) boiler and machinery insurance amounts and with deductibles that would be considered standard for similar class office
building in the metropolitan area in which the Premises is located, and (iii) commercial general liability insurance with
a combined single limit coverage of at least $1,000,000.00 per occurrence. All such insurance shall be obtained from insurers
Landlord reasonably believes to be financially responsible in light of the risks being insured. The premiums for any such insurance
shall be a part of Operating Expenses.


 






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(e) 
Mutual Waivers of Recovery. Landlord,
Tenant, and all parties claiming under them, each mutually release and discharge each other from responsibility for that portion
of any loss or damage paid or reimbursed by an insurer of Landlord or Tenant under any fire, extended coverage or other property
insurance policy maintained by Tenant with respect to its Premises or by Landlord with respect to the Building or the Project
(or which would have been paid had the insurance required to be maintained hereunder been in full force and effect), no matter
how caused, including negligence, and each waives any right of recovery from the other including, but not limited to, claims for
contribution or indemnity, which might otherwise exist on account thereof. Any fire, extended coverage or property insurance policy
maintained by Tenant with respect to the Premises, or Landlord with respect to the Building or the Project, shall contain, in
the case of Tenant’s policies, a waiver of subrogation provision or endorsement in favor of Landlord, and in the case of
Landlord’s policies, a waiver of subrogation provision or endorsement in favor of Tenant, or, in the event that such insurers
cannot or shall not include or attach such waiver of subrogation provision or endorsement, Tenant and Landlord shall obtain the
approval and consent of their respective insurers, in writing, to the terms of this Lease. Tenant agrees to indemnify, protect,
defend and hold harmless each and all of the Landlord Indemnitees from and against any claim, suit or cause of action asserted
or brought by Tenant’s insurers for, on behalf of, or in the name of Tenant, including, but not limited to, claims for contribution,
indemnity or subrogation, brought in contravention of this paragraph. The mutual releases, discharges and waivers contained in
this provision shall apply EVEN IF THE LOSS OR DAMAGE TO WHICH THIS PROVISION APPLIES IS CAUSED SOLELY OR IN PART BY THE NEGLIGENCE
OF LANDLORD OR TENANT.


 


(f)  
Business Interruption. Landlord shall
not be responsible for, and Tenant releases and discharges Landlord and its Affiliates from, and Tenant further waives any right
of recovery from Landlord and its Affiliates for, any loss for or from business interruption or loss of use of the Premises suffered
by Tenant in connection with Tenant’s use or occupancy of the Premises, EVEN IF SUCH LOSS IS CAUSED SOLELY OR IN PART BY
THE NEGLIGENCE OF LANDLORD OR ITS AFFILIATES.


 


(g) 
Adjustment of Claims. Tenant shall cooperate
with Landlord and Landlord’s insurers in the adjustment of any insurance claim pertaining to the Building or the Project
or Landlord’s use thereof.


 


(h) 
Increase in Landlord’s Insurance Costs.
Tenant agrees to pay to Landlord any increase in premiums for Landlord’s insurance policies resulting from Tenant’s
use or occupancy of the Premises.


 


(i) 
Failure to Maintain Insurance. Any failure
of Tenant to obtain and maintain the insurance policies and coverages required hereunder or failure by Tenant to meet any of the
insurance requirements of this Lease shall constitute an event of default hereunder, and such failure shall entitle Landlord to
pursue, exercise or obtain any of the remedies provided for in Paragraph 12(b), and Tenant shall be solely responsible
for any loss suffered by Landlord as a result of such failure. In the event of failure by Tenant to maintain the insurance policies
and coverages required by this Lease or to meet any of the insurance requirements of this Lease, Landlord, at its option, and
without relieving Tenant of its obligations hereunder, may obtain said insurance policies and coverages or perform any other insurance
obligation of Tenant, but all costs and expenses incurred by Landlord in obtaining such insurance or performing Tenant’s
insurance obligations shall be reimbursed by Tenant to Landlord, together with interest on same from the date any such cost or
expense was paid by Landlord until reimbursed by Tenant, at the rate of interest provided to be paid on judgments, by the law
of the jurisdiction to which the interpretation of this Lease is subject.


 






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9. 
FIRE OR CASUALTY


 


(a) 
Subject to the provisions of this Paragraph
9, in the event the Premises, or access thereto, is wholly or partially destroyed by fire or other casualty, Landlord shall
(to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) rebuild, repair or
restore the Premises and access thereto to substantially the same condition as existing immediately prior to such destruction
(excluding Tenant’s Alterations, trade fixtures, equipment and personal property, which Tenant shall be required to restore)
and this Lease shall continue in full force and effect. Notwithstanding the foregoing, (i) Landlord’s obligation to rebuild,
repair or restore the Premises shall not apply to any personal property, above-standard tenant improvements or other items installed
or contained in the Premises, and (ii) Landlord shall have no obligation whatsoever to rebuild, repair or restore the Premises
with respect to any damage or destruction occurring during the last twelve (12) months of the term of this Lease or any extension
of the term.


 


(b) 
Landlord may elect to terminate this Lease in
any of the following cases of damage or destruction to the Premises, the Building or the Project: (i) where the cost of rebuilding,
repairing and restoring (collectively, “Restoration”) of the Building or the Project, would, regardless of
the lack of damage to the Premises or access thereto, in the reasonable opinion of Landlord, exceed twenty percent (20%)
of the then replacement cost of the Building; (ii) where, in the case of any damage or destruction to any portion of the Building
or the Project by uninsured casualty, the cost of Restoration of the Building or the Project, in the reasonable opinion of Landlord,
exceeds $500,000; or (iii) where, in the case of any damage or destruction to the Premises or access thereto by uninsured casualty,
the cost of Restoration of the Premises or access thereto, in the reasonable opinion of Landlord, exceeds twenty percent (20%)
of the replacement cost of the Premises; or (iv) if Landlord has not obtained appropriate zoning approvals for reconstruction
of the Project, Building or Premises. Any such termination shall be made by thirty (30) days’ prior written notice to Tenant
given within one hundred twenty (120) days of the date of such damage or destruction. If this Lease is not terminated by
Landlord and as the result of any damage or destruction, the Premises, or a portion thereof, are rendered untenantable, the Base
Rent shall abate reasonably during the period of Restoration (based upon the extent to which such damage and Restoration materially
interfere with Tenant’s business in the Premises). This Lease shall be considered an express agreement governing any case
of damage to or destruction of the Premises, the Building or the Project. This Lease sets forth the terms and conditions upon
which this Lease may terminate in the event of any damage or destruction.


 






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10.  
EMINENT DOMAIN


 


In
the event the whole of the Premises, the Building or the Project shall be taken under the power of eminent domain, or sold to
prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the
date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable
opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty
(30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. For purposes
of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date
of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is
not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Taking, with reasonable diligence,
use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions
then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant
improvements) to a complete, functioning unit. In such case, the Base Rent shall be reduced proportionately based on the portion
of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain
in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall
be entitled to receive the entire award allocable to the temporary Taking of the Premises. Except as provided herein, Tenant shall
not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection
with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for
any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest
in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property, fixtures, above
standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority.
This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the
terms and conditions upon which this Lease may terminate in the event of a Taking.


 


11.  
ASSIGNMENT AND SUBLETTING


 


(a) 
Tenant shall not directly or indirectly, voluntarily
or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest
in this Lease or in the Premises or grant any license for any person other than Tenant or its employees to use or occupy the Premises
or any part thereof without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. Any such attempted assignment, subletting, license, mortgage, other encumbrance or other use or occupancy
without the consent of Landlord shall, at Landlord’s option, be null and void and of no effect. Any mortgage or encumbrance
of all or any portion of Tenant’s interest in this Lease or in the Premises and any grant of a license for any person other
than Tenant or its employees to use or occupy the Premises or any part thereof shall be deemed to be an “assignment”
of this Lease. In addition, as used in this Paragraph 11, the term “Tenant” shall also mean any entity that
has guaranteed Tenant’s obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also
be applicable to such guarantor.


 


(b) 
No assignment or subletting shall relieve Tenant
of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance
of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to
be consent to any subletting or assignment. Consent by Landlord to one subletting or assignment shall not be deemed to constitute
consent to any other or subsequent attempted subletting or assignment. If Tenant desires at any time to assign this Lease or to
sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing
to Landlord all pertinent information relating to the proposed assignee or sublessee, all pertinent information relating to the
proposed assignment or sublease, and all such financial information as Landlord may reasonably request concerning the Tenant and
proposed assignee or subtenant. Any assignment or sublease shall be expressly subject to the terms and conditions of this Lease.


 






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(c) 
At any time within thirty (30) days after Landlord’s
receipt of the information specified in subparagraph (b) above, Landlord may by written notice to Tenant elect to terminate
this Lease as to the portion of the Premises so proposed to be subleased or assigned (which may include all of the Premises),
with a proportionate abatement in the Rent payable hereunder.


 


(d) 
Tenant acknowledges that it shall be reasonable
for Landlord to withhold its consent to a proposed assignment or sublease in any of the following instances:


 


(i) 
The assignee or sublessee (or any affiliate of
the assignee or sublessee) is not, in Landlord’s reasonable opinion, sufficiently creditworthy to perform the obligations
such assignee or sublessee will have under this Lease;


 


(ii)  
The intended use of the Premises by the assignee
or sublessee is not for a permitted use under this Lease;


 


(iii)  
The intended use of the Premises by the assignee
or sublessee would materially increase the pedestrian or vehicular traffic to the Premises or the Building;


 


(iv) 
Occupancy of the Premises by the assignee or
sublessee would, in the good faith judgment of Landlord, violate any agreement binding upon Landlord, the Building or the Project
with regard to the identity of tenants, usage in the Building, or similar matters;


 


(v) 
The assignee or sublessee (or any affiliate of
the assignee or sublessee) is then negotiating with Landlord or has negotiated with Landlord within the previous six (6) months,
or is a current tenant or subtenant within the Building or Project;


 


(vi) 
The identity or business reputation of the assignee
or sublessee will, in the good faith judgment of Landlord, tend to damage the goodwill or reputation of the Building or Project;


 


(vii)  
the proposed sublease would result in more than
two subleases of portions of the Premises being in effect at any one time during the Lease Term; or


 


(viii)  
In the case of a sublease, the subtenant has
not acknowledged that the Lease controls over any inconsistent provision in the sublease.


 


(e) 
The foregoing criteria shall not exclude any
other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Notwithstanding any contrary provision
of this Lease, if Tenant or any proposed assignee or sublessee claims that Landlord has unreasonably withheld its consent to a
proposed assignment or sublease or otherwise has breached its obligations under this Paragraph 11, their sole remedy
shall be to seek a declaratory judgment and/or injunctive relief without any monetary damages, and, with respect thereto, Tenant,
on behalf of itself and, to the extent permitted by law, such proposed assignee/sublessee, hereby waives all other remedies against
Landlord, including, without limitation, the right to seek monetary damages or to terminate this Lease.


 






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(f)  
Subject to Paragraph 11(a), if any Tenant
is a corporation, partnership or other entity that is not publicly traded on a recognized national stock exchange, any transaction
or series of related or unrelated transactions (including, without limitation, any dissolution, merger, consolidation or other
reorganization, any withdrawal or admission of a partner or change in a partner’s interest, or any issuance, sale, gift,
transfer or redemption of any capital stock of or ownership interest in such entity, whether voluntary, involuntary or by operation
of law, or any combination of any of the foregoing transactions) resulting in the transfer of control of such Tenant, shall be
deemed to be an assignment of this Lease subject to the provisions of this Paragraph 11. The term “control”
as used in this Paragraph 11(f) means the power to directly or indirectly direct or cause the direction of the management
or policies of Tenant. Any transfer of control of a subtenant which is a corporation or other entity shall be deemed an assignment
of any sublease. Notwithstanding anything to the contrary in this Paragraph 11(e), if the original Tenant under this Lease
is a corporation, partnership or other entity, a change or series of changes in ownership of stock or other ownership interests
which would result in direct or indirect change in ownership of less than ten percent (10%) of the outstanding stock of or
other ownership interests in such Tenant as of the date of the execution and delivery of this Lease shall not be considered a
change of control.


 


(g) 
Notwithstanding any assignment or subletting,
Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times during the Initial Term,
and any subsequent renewals or extensions set forth in this Lease, remain fully responsible and liable for the payment of the
rent and for compliance with all of Tenant’s other obligations under this Lease. In the event that the Rent due and payable
by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment, plus any bonus or other
consideration therefor or incident thereto) exceeds the Rent payable under this Lease, then Tenant shall be bound and obligated
to pay Landlord, as additional rent hereunder, one-half of all such excess Rent and other excess consideration within thirty (30)
days following receipt thereof by Tenant.


 


(h) 
If this Lease is assigned or if the Premises
is subleased (whether in whole or in part), or in the event of the mortgage or pledge of Tenant’s leasehold interest, or
grant of any concession or license within the Premises, or if the Premises are occupied in whole or in part by anyone other than
Tenant, then upon a default by Tenant hereunder Landlord may collect Rent from the assignee, sublessee, mortgagee, pledgee, concessionee
or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the
next Rent payable hereunder; and all such Rent collected by Tenant shall be held in deposit for Landlord and immediately forwarded
to Landlord. No such transaction or collection of Rent or application thereof by Landlord, however, shall be deemed a waiver of
these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.


 


(i) 
If Tenant effects an assignment or sublease or
requests the consent of Landlord to any proposed assignment or sublease, then Tenant shall, upon demand, pay Landlord a non-refundable
administrative fee of One Thousand Dollars ($1,000.00), plus any reasonable attorneys’ and paralegal fees and costs incurred
by Landlord in connection with such assignment or sublease or request for consent. Acceptance of the One Thousand Dollar ($1,000.00)
administrative fee and/or reimbursement of Landlord’s attorneys’ and paralegal fees shall in no event obligate Landlord
to consent to any proposed assignment or sublease.


 






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(j) 
Notwithstanding any provision of this Lease to
the contrary, in the event this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any
and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute the property of Tenant
or Tenant’s estate within the meaning of the Bankruptcy Code. All such money and other consideration not paid or delivered
to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord.


 


(k) 
The joint and several liability of the Tenant
named herein and any immediate and remote successor-in-interest of Tenant (by assignment or otherwise), and the due performance
of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released
or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease, (b) stipulation
that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation
required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease.


 


(l) 
If Tenant is any form of partnership, a withdrawal
or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed
a voluntary assignment. If Tenant consists of more than one (1) person, a purported assignment, voluntary or involuntary
or by operation of law from one (1) person to the other shall be deemed a voluntary assignment. Subject to Paragraph 11(a),
if Tenant is a corporation or limited liability entity and is not publicly traded on a recognized national stock exchange, any
dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of
the ownership interest of Tenant, or the sale of at least ten percent (10%) of the value of the assets of Tenant shall be
deemed a voluntary assignment.


 


12.  
DEFAULT


 


(a) 
Events of Default. The occurrence of any
one or more of the following events shall constitute an “event of default” or “default” (herein so called)
under this Lease by Tenant: (i) Tenant shall fail to pay Rent or any other rental or sums payable by Tenant hereunder within five (5)
days after Landlord notifies Tenant of such nonpayment; provided, however, Landlord shall only be obligated to provide such written
notice to Tenant one (1) time within any calendar year and in the event Tenant fails to timely pay Rent or any other sums
for a second time during any calendar year, then Tenant shall be in default for such late payment after a grace period of five
(5) days, and Landlord shall have no obligation or duty to provide notice of such non-payment to Tenant prior to declaring an
event of default under this Lease; (ii) the failure by Tenant to observe or perform any of the express or implied covenants or
provisions of this Lease to be observed or performed by Tenant, other than monetary failures as specified in Paragraph 12(a)(i)
above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant;
provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required
for its cure, then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) day
period and thereafter diligently prosecute such cure to completion, which completion shall occur not later than sixty (60) days
from the date of such notice from Landlord; (iii) the making by Tenant or any guarantor hereof of any general assignment for the
benefit of creditors, (iv) the filing by or against Tenant or any guarantor hereof of a petition to have Tenant or any guarantor
hereof adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the
case of a petition filed against Tenant or any guarantor hereof, the same is dismissed within sixty (60) days), (v) the appointment
of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in this Lease or of substantially all of guarantor’s assets, where possession is not restored to Tenant or guarantor
within sixty (60) days, (vi) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets
located at the Premises or of substantially all of guarantor’s assets or of Tenant’s interest in this Lease where
such seizure is not discharged within sixty (60) days; (vii) any material representation or warranty made by Tenant or guarantor
in this Lease or any other document delivered in connection with the execution and delivery of this Lease or pursuant to this
Lease proves to be incorrect in any material respect; or (viii) Tenant or guarantor shall be liquidated or dissolved or shall
begin proceedings towards its liquidation or dissolution; or (ix) the abandonment of the Premises by Tenant in excess of sixty
(60) days.


 






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(b) 
Landlord’s Remedies; Termination.
In the event of any event of default by Tenant, in addition to any other remedies available to Landlord under this Lease, at law
or in equity, Landlord may at its option pursue any one or more of the following remedies, without any notice or demand to the
extent permitted by Law or hereinafter specified:


 


(i) 
after written notice to Tenant and three (3)
days opportunity to cure, commence dispossessory proceedings with or without the termination of this Lease. Tenant shall remain
liable for the payment of all Rent accruing after any writ of possession as to the Premises is issued to Landlord;


 


(ii)  
after written notice to Tenant and three (3)
days opportunity to cure, terminate Tenant’s right to possession without terminating this Lease. Upon any such termination
of Tenant’s right to possession only without termination of the Lease, Landlord may, at Landlord’s option, enter into
the Premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided below,
without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation, including
Tenant’s obligation to pay Rent including any amounts treated as Additional Rent, hereunder for the full Lease Term. In
any such case, Tenant shall pay forthwith to Landlord, if and when Landlord so elects, a sum equal to the discounted then present
value of the Rent (using a discount rate equal to the discount rate of the Federal Reserve Bank of Atlanta at the time of the
calculation plus one percent (1%) (the “Discount Rate”)), including any amounts treated as Additional Rent
hereunder (calculated for this purpose only in an amount equal to the Additional Rent payable during the calendar year most recently
ended prior to the occurrence of such event of default), and other sums provided herein to be paid by Tenant for the remainder
of the stated Lease Term hereof, discounted to present value using the Discount Rate. The payment of the foregoing amounts shall
not constitute payment of Rent in advance for the remainder of the Lease Term. Instead, such sum shall be paid as agreed liquidated
damages and not as a penalty; the parties agree that it is difficult or impossible to calculate the damages which Landlord will
suffer as a result of Tenant’s default, and this provision is intended to provide a reasonable estimate of such damages.
If Landlord pursues the remedy described in this subparagraph (ii), Tenant waives any right to assert that Landlord’s
actual damages are less than the amount calculated under this subparagraph (ii), and Landlord waives any right to assert
that its damages are greater than the amount calculated under this subparagraph (ii). Upon the receipt from Tenant of the
sum required to be paid pursuant to this subparagraph, Landlord shall use reasonable efforts to relet the Premises. Upon making
such payment and after Landlord has received in full the balance of the Rent and other sums it would have received over the remainder
of the Lease Term (i.e., the difference between face amount of Rent and Additional Rent due hereunder for the entire
Lease Term and the discounted amount paid to Landlord by Tenant), together with the reimbursement or payment of any sums expended
by Landlord on account of the cost of repairs, alterations, additions, redecorating, and Landlord’s expenses of reletting
and collection of the rental accruing therefrom (including attorney’s fees and broker’s commissions), Tenant shall
receive from Landlord all Base Rent received by Landlord from other tenants on account of the Premises during the Lease Term hereof,
provided that the amounts to which Tenant shall become so entitled shall in no event exceed the entire amount actually paid by
Tenant to Landlord pursuant to this subparagraph (b)(ii). In no event shall Tenant be entitled to any rental received by
Landlord in excess of the amounts due by Tenant hereunder;


 






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(iii)  
commence proceedings against Tenant for all amounts
owed by Tenant to Landlord, whether as Base Rent, Additional Rent, damages or otherwise;


 


(iv) 
after written notice to Tenant and three (3)
days opportunity to cure, terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant
agrees to pay on demand the accelerated amount of all loss and damage which Landlord may suffer by reason of the termination of
the Lease Term under this Paragraph or otherwise, including, without limitation, an amount which, at the date of such termination,
is calculated as follows: (aa) the value of the excess, if any, of (1) a sum equal to the discounted then present value of the
Base Rent and any amounts treated as Additional Rent hereunder (calculated for this purpose only in an amount equal to the Additional
Rent payable during the calendar year most recently ended prior to the occurrence of such Event of Default), and other sums provided
herein to be paid by Tenant for the remainder of the stated Lease Term hereof, over (2) the aggregate reasonable rental value
of the Premises for the remainder of the stated Lease Term hereof, which excess, if any, shall be discounted to present value
using the Discount Rate; plus (bb) the costs of recovering possession of the Premises and all other expenses incurred by
Landlord due to Tenant’s default, including, without limitation, reasonable attorney’s fees; plus (cc) the unpaid
Base Rent and Additional Rent earned as of the date of termination plus any interest and late fees due hereunder, plus amounts
expressly owing on the date of termination by Tenant to Landlord under this Lease or in connection with the Premises. The amount
as calculated above shall be deemed immediately due and payable. The payment of the amount calculated in subparagraph (iv)(aa)
above shall not constitute payment of Rent in advance for the remainder of the Lease Term. Instead, such sum shall be paid
as agreed liquidated damages and not as a penalty; the parties agree that it is difficult or impossible to calculate the damages
which Landlord will suffer as a result of Tenant’s default, and this provision is intended to provide a reasonable estimate
of such damages. If Landlord pursues the remedy described in this subparagraph (iv), Tenant waives any right to assert
that Landlord’s actual damages are less than the amount calculated under this subparagraph (iv), and Landlord waives
any right to assert that its damages are greater than the amount calculated under this subparagraph (iv). In determining
the aggregate reasonable rental value pursuant to subparagraph (iv)(aa)(2) above, the parties hereby agree that, at
the time Landlord seeks to enforce this remedy, all relevant factors should be considered, including, but not limited to, (1) the
length of time remaining in the Lease Term, (2) the then current market conditions in the general area in which the Building
is located, (3) the likelihood of reletting the Premises for a period of time equal to the remainder of the Lease Term, (4) the
net effective rental rates then being obtained by landlords for similar type space of similar size in similar type buildings in
the general area in which the Building is located, (5) the vacancy levels in the general area in which the Building is located,
(6) current levels of new construction that will be completed during the remainder of the Lease Term and how this construction
will likely affect vacancy rates and rental rates, and (7) inflation. Tenant shall reimburse Landlord for all reasonable
attorney’s fees incurred by Landlord in connection with enforcing this Lease;


 






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(v) 
after written notice to Tenant and three (3)
days opportunity to cure, terminate Tenant’s right to possession without terminating this Lease. Upon any termination of
Tenant’s right to possession only, without termination of the Lease, Landlord may, at Landlord’s option, enter into
the Premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided below,
without such entry and possession terminating this Lease or releasing Tenant, in whole or in part, from any obligation, including
Tenant’s obligation to pay Rent, including any amounts treated as Additional Rent, hereunder for the full Lease Term. In
any such case, Landlord may relet the Premises on behalf of Tenant for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the Lease Term) and on such terms and conditions (which may include
concessions of free rent and alteration, repair and improvement of the Premises) as Landlord, in its sole discretion, may determine
and receive directly the Rent by reason of the reletting. Tenant agrees to pay Landlord on demand any deficiency that may arise
by reason of any reletting of the Premises. Tenant further agrees to reimburse Landlord upon demand for any expenditure made by
it for remodeling or repairing in order to relet the Premises and for all other expenses incurred in connection with such reletting
(including without limitation attorney’s fees, brokerage commissions, concessions of free rent and alteration, repair and
improvement of the Premises). Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event
be liable for failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure
to collect any rent due upon such reletting. No such refusal or failure shall operate to relieve Tenant of any liability under
this Lease. Tenant shall instead remain liable for all Rent and for all such expenses;


 


(vi) 
intentionally omitted;


 


(vii)  
do or cause to be done whatever Tenant is obligated
to do under the terms of this Lease, in which case Tenant agrees to reimburse Landlord on demand for any and all costs or expenses
which Landlord may thereby incur. Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting
compliance with Tenant’s obligations under this Paragraph, whether caused by the negligence of Landlord or otherwise; and


 


(viii)  
enforce the performance of Tenant’s obligations
hereunder by injunction or other equitable relief (which remedy may be exercised upon any breach or default or any threatened
breach or default of Tenant’s obligations hereunder).


 






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(c) 
Landlord’s Remedies; Re-Entry Rights.
No re-entry or taking possession of the Premises by Landlord pursuant to this Paragraph 12(c), and no acceptance of
surrender of the Premises or other action on Landlord’s part, shall be construed as an election to terminate this Lease
unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction.


 


(d) 
Landlord’s Right to Perform. Except
as specifically provided otherwise in this Lease, all covenants and agreements by Tenant under this Lease shall be performed by
Tenant at Tenant’s sole cost and expense and without any abatement or offset of Rent. If Tenant shall fail to pay any sum
of money (other than Base Rent) or perform any other act on its part to be paid or performed hereunder after all applicable grace
periods, and such failure shall continue for three (3) days with respect to monetary obligations (or ten (10) days with respect
to non-monetary obligations, except in case of emergencies, in which such case, such shorter period of time as is reasonable under
the circumstances) after Tenant’s receipt of written notice thereof from Landlord, Landlord may, without waiving or releasing
Tenant from any of Tenant’s obligations, make such payment or perform such other act on behalf of Tenant. All sums so paid
by Landlord and all necessary incidental costs incurred by Landlord in performing such other acts shall be payable by Tenant to
Landlord within five (5) days after demand therefor as Additional Rent.


 


(e) 
Interest. If any monthly installment of
Rent or Operating Expenses, or any other amount payable by Tenant hereunder is not received by Landlord five (5) days of when
due, it shall bear interest at the Default Rate from the date due until paid. All interest, and any late charges imposed pursuant
to Paragraph 12(f) below, shall be considered Additional Rent due from Tenant to Landlord under the terms of this Lease.
The term “Default Rate” as used in this Lease shall mean the lesser of (A) fifteen percent (15%) per annum,
or (B) the maximum rate of interest permitted by Law.


 


(f)  
Late Charges. Tenant acknowledges that,
in addition to interest costs, the late payments by Tenant to Landlord of any monthly installment of Base Rent, Additional Rent
or other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such
costs being extremely difficult and impractical to fix. Such other costs include, without limitation, processing, administrative
and accounting charges and late charges that may be imposed on Landlord by the terms of any mortgage, deed to secure debt, deed
of trust or related loan documents encumbering the Premises, the Building or the Project. Accordingly, if any monthly installment
of Base Rent, Additional Rent or any other amount payable by Tenant hereunder is not received by Landlord within five (5) days
of when due, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue amount as a late charge, but in
no event more than the maximum late charge allowed by law. The parties agree that such late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of any late payment as hereinabove referred to by Tenant, and the payment
of late charges and interest are distinct and separate in that the payment of interest is to compensate Landlord for the use of
Landlord’s money by Tenant, while the payment of late charges is to compensate Landlord for Landlord’s processing,
administrative and other costs incurred by Landlord as a result of Tenant’s delinquent payments. Notwithstanding the foregoing,
Tenant shall not be required to pay the late charge on the first (1st) late payment of Base Rent, Additional Rent or other sums
due under this Lease, in any twelve (12) month period, provided that such late payment is paid not later than five (5) days after
the Tenant receives notice of such late payment. Acceptance of a late charge or interest shall not constitute a waiver of Tenant’s
default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available
to Landlord under this Lease or at law or in equity now or hereafter in effect.


 






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(g) 
Rights and Remedies Cumulative. All rights,
options and remedies of Landlord contained in this Paragraph 12 and elsewhere in this Lease shall be construed and held
to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all
of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease.
Nothing in this Paragraph 12 shall be deemed to limit or otherwise affect Tenant’s indemnification of Landlord pursuant
to any provision of this Lease.


 


(h) 
Tenant’s Waiver of Redemption. Tenant
hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds, (i) any right and privilege
which it or any of them may have under any present or future law to redeem any of the Premises or to have a continuance of this
Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any
provision hereof, and (ii) the benefits of any present or future law which exempts property from liability for debt or for distress
for Rent.


 


(i) 
Costs upon Default and Litigation. Tenant
shall pay to Landlord as Additional Rent all the expenses incurred by Landlord in connection with any default by Tenant hereunder
or the exercise of any remedy by reason of any default by Tenant hereunder, including reasonable attorneys’ fees and expenses.


 


13.  
ACCESS; CONSTRUCTION


 


Landlord
reserves from the leasehold estate hereunder, in addition to all other rights reserved by Landlord under this Lease, the right
to use the roof and exterior walls of the Premises and the area beneath, adjacent to and above the Premises. Landlord also reserves
the right to install, use, maintain, repair, replace and relocate equipment, machinery, meters, pipes, ducts, plumbing, conduits
and wiring through the Premises, which serve other portions of the Building or the Project in a manner and in locations which
do not unreasonably interfere with Tenant’s use of the Premises. In addition, Landlord shall have free access to any and
all mechanical installations of Landlord or Tenant, including, without limitation, machine rooms, telephone rooms and electrical
closets. Tenant agrees that there shall be no construction of partitions or other obstructions which materially interfere with
or which threaten to materially interfere with Landlord’s free access thereto, or materially interfere with the moving of
Landlord’s equipment to or from the enclosures containing said installations. Landlord shall at all reasonable times, during
normal business hours and after reasonable written or oral notice, have the right to enter the Premises to inspect the same, to
supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to exhibit the Premises to prospective
purchasers, lenders or tenants, to post notices of non-responsibility, to alter, improve, restore, rebuild or repair the Premises
or any other portion of the Building, or to do any other act permitted or contemplated to be done by Landlord hereunder, all without
being deemed guilty of an eviction of Tenant and without liability for abatement of Rent or otherwise. For such purposes, Landlord
may also erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed.
Landlord shall conduct all such inspections and/or improvements, alterations and repairs so as to minimize, to the extent reasonably
practical and without material additional expense to Landlord, any interruption of or interference with the business of Tenant.
Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any
loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of such purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises (excluding Tenant’s
vaults and safes, access to which shall be provided by Tenant upon Landlord’s reasonable request). Landlord shall have the
right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises or any
portion thereof, and Landlord shall have the right, at any time during the Lease Term, to provide whatever access control measures
it deems reasonably necessary to the Project and/or Building, without any interruption or abatement in the payment of Rent by
Tenant. Any entry into the Premises obtained by Landlord by any of such means shall not under any circumstances be construed to
be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises or any portion
thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, Alterations or decorations
to the Premises or the Project except as otherwise expressly agreed to be performed by Landlord pursuant to the provisions of
this Lease.


 






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14.  
BANKRUPTCY


 


(a) 
If at any time on or before the Commencement
Date there shall be filed by or against Tenant in any court, tribunal, administrative agency or any other forum having jurisdiction,
pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization
or for the appointment of a receiver, trustee or conservator of all or a portion of Tenant’s property, or if Tenant makes
an assignment for the benefit of creditors, this Lease shall ipso facto be canceled and terminated and in such event neither Tenant
nor any person claiming through or under Tenant or by virtue of any applicable law or by an order of any court, tribunal, administrative
agency or any other forum having jurisdiction, shall be entitled to possession of the Premises and Landlord, in addition to the
other rights and remedies given by Paragraph 12 hereof or by virtue of any other provision contained in this Lease
or by virtue of any applicable law, may retain as damages any Rent, Security Deposit or moneys received by it from Tenant or others
on behalf of Tenant.


 


(b) 
If, after the Commencement Date, or if at any
time during the term of this Lease, there shall be filed against Tenant in any court, tribunal, administrative agency or any other
forum having jurisdiction, pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy
or insolvency or for reorganization or for the appointment of a receiver, trustee or conservator of all or a portion of Tenant’s
property, and the same is not dismissed after sixty (60) calendar days, or if Tenant makes an assignment for the benefit
of creditors, this Lease, at the option of Landlord exercised within a reasonable time after notice of the happening of any one
or more of such events, may be canceled and terminated and in such event neither Tenant nor any person claiming through or under
Tenant or by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the
Premises, but shall forthwith quit and surrender the Premises, and Landlord, in addition to the other rights and remedies granted
by Paragraph 12 hereof or by virtue of any other provision contained in this Lease or by virtue of any applicable
law, may retain as damages any Rent, Security Deposit or moneys received by it from Tenant or others on behalf of Tenant.


 


15.  
SUBSTITUTION OF PREMISES


 


Intentionally
deleted.


 






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16.  
SUBORDINATION; ATTORNMENT; ESTOPPEL
CERTIFICATES


 


(a) 
Tenant agrees that this Lease and the rights
of Tenant hereunder shall be subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests,
mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations
and replacements thereof (collectively, “Security Documents”) which hereafter constitute a lien upon or affect
the Project, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant
of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the
right to subordinate or cause to be subordinated any such Security Documents to this Lease and in such case, in the event of the
termination or transfer of Landlord’s estate or interest in the Project by reason of any termination or foreclosure of any
such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor-in-interest
to Landlord at the option of such successor-in-interest. Furthermore, Tenant shall within ten (10) business days of demand
therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and
specifically shall execute, acknowledge and deliver within ten (10) business days of demand therefor a subordination of lease
or subordination of deed of trust or mortgage, in the form reasonably required by the holder of the Security Document requesting
the document; the failure to do so by Tenant within such time period shall be a material default hereunder; provided, however,
as a condition to the effectiveness of the subordination and attornment in this paragraph the new landlord or the holder of any
Security Document shall agree that Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is
not in default under this Lease. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance
and attornment agreement (the “SNDA”) from Landlord’s mortgagee in connection with this Lease. Notwithstanding
the foregoing, the effectiveness of this Lease shall in no way be conditioned on obtaining the SNDA. Tenant shall reimburse Landlord
for any third party costs or expenses incurred by Landlord in connection with the SNDA.


 


(b) 
If any proceeding is brought for default under
any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale
under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground
lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease,
provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so
requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease
(for the unexpired term of this Lease then remaining). Tenant hereby waives its rights under any current or future law which gives
or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder
in the event of any such foreclosure proceeding or sale.


 






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(c) 
In addition to any statutory lien for Rent in
Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof)
hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder
from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees
or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which
may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord
shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial
Code of the state in which the Premises is located, including without limitation the right to sell the property described in this
paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate
and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to
perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein
granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted
herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be
filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral
subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes.
Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that
Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written
consent of Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the
Premises.


 


(d) 
Tenant shall, upon not less than fifteen (15)
days’ prior written notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to
those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security
Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force
and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications),
(ii) the dates to which the Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or
not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained
in this Lease and, if so, specifying each such default of which Tenant may have knowledge. To the extent it is accurate, the form
of the statement attached hereto as Exhibit D is hereby approved by Tenant for use pursuant to this subparagraph
(d); however, at Landlord’s option, Landlord shall have the right to use other forms for such purpose that are accurate
and reasonably acceptable to Tenant. Tenant’s failure to execute and deliver such statement within such time shall, at the
option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon Tenant that this
Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared
by Landlord and delivered to Tenant for execution. Any statement delivered pursuant to this Paragraph 16 may be relied upon by
any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrances
thereof or any assignee of any such encumbrance upon the Building or the Project.


 






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17.  
SALE BY LANDLORD; TENANT’S REMEDIES;
NONRECOURSE LIABILITY


 


(a) 
In the event of a sale or conveyance by Landlord
of the Building or the Project, Landlord’s obligations accruing after such sale or conveyance shall the sole responsibility
of the new owner if such new owner expressly assumes such obligations. If the Security Deposit has been deposited by Tenant to
Landlord prior to such sale or conveyance, Landlord shall transfer the Security Deposit to the purchaser, and upon delivery to
Tenant of notice thereof, Landlord shall be discharged from any further liability in reference thereto.


 


(b) 
Landlord shall not be in default of any obligation
of Landlord hereunder unless Landlord fails to perform any of its obligations under this Lease within sixty (60) days after receipt
of written notice of such failure from Tenant; provided, however, that if the nature of Landlord’s obligation is such that
more than sixty (60) days are required for its performance, Landlord shall not be in default if Landlord commences to cure such
default within the sixty (60) period and thereafter diligently prosecutes the same to completion. All obligations of Landlord
under this Lease will be binding upon Landlord only during the period of its ownership of the Project and not thereafter. All
obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided
in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.


 


(c) 
[Intentionally Deleted]


 


(d) 
As a condition to the effectiveness of any notice
of default given by Tenant to Landlord, Tenant shall also concurrently give such notice under the provisions of Paragraph 17(b)
to each beneficiary under a Security Document encumbering the Project if Tenant has received written notice (such notice to
specify the address of the beneficiary) of such beneficiary under the Security Document encumbering the Project. ). In the event
Landlord shall fail to cure any breach or default within the time period specified in subparagraph (b), then prior to the
pursuit of any remedy therefor by Tenant, all such beneficiaries shall have an additional thirty (30) days within which to cure
such default, or if such default cannot reasonably be cured within such period, then each such beneficiary shall have such additional
time as shall be necessary to cure such default, provided that within such thirty (30) day period, such beneficiary has commenced
and is diligently pursuing the remedies available to it which are necessary to cure such default (including, without limitation,
as appropriate, commencement of foreclosure proceedings).


 






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18.  
PARKING; COMMON AREAS


 


(a) 
Tenant shall have the right to the nonexclusive
use of the number parking spaces located in the surface parking area adjacent to the Building as specified in Item 12
of the Basic Lease Provisions for the parking of operational motor vehicles used by Tenant, its officers and employees only, the
location of which is subject to availability as concerns non-reserved parking. Landlord reserves the right, at any time upon written
notice to Tenant, to designate the location of Tenant’s non-reserved parking spaces as determined by Landlord in its reasonable
discretion. The use of such spaces shall be subject to the rules and regulations adopted by Landlord from time to time for the
use of the parking areas. Landlord further reserves the right to make such changes to the parking system as Landlord may deem
necessary or reasonable from time to time; i.e., Landlord may provide for one or a combination of parking systems, including,
without limitation, self-parking, single or double stall parking spaces, and valet assisted parking. Except as is specified in
Item 12 of the Basic Lease provisions, Tenant agrees that Tenant, its officers and employees shall not be entitled
to park in any reserved or specially assigned areas designated by Landlord from time to time in the Building’s parking or
other parking areas in the Project. Landlord may require execution of an agreement with respect to the use of such parking areas
by Tenant and/or its officers and employees in form reasonably satisfactory to Landlord as a condition of any such use by Tenant,
its officers and employees. A default by Tenant, its officers or employees in the payment of any parking charges, the compliance
with such rules and regulations, or the performance of such agreement(s) shall constitute a material default by Tenant hereunder.
Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s officers, employees,
suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for
such activities. If Tenant permits or allows any of the prohibited activities described in this Paragraph, then Landlord shall
have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle
involved and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord.


 


(b) 
Subject to subparagraph (c) below and
the remaining provisions of this Lease, Tenant shall have the nonexclusive right, in common with others, to the use of such entrances,
lobbies, fire vestibules, common restrooms (excluding restrooms on any full floors leased by a tenant), mechanical areas, ground
floor corridors, elevators and elevator foyers, electrical and janitorial closets, telephone and equipment rooms, loading and
unloading areas, the Project’s plaza areas, if any, ramps, drives, stairs, and similar access ways and service ways and
other common areas and facilities in and adjacent to the Building and the Project as are designated from time to time by Landlord
for the general nonexclusive use of Landlord, Tenant and the other tenants of the Project and their respective employees, agents,
representatives, licensees and invitees (“Common Areas”). The use of such Common Areas shall be subject to
the rules and regulations contained herein and the provisions of any covenants, conditions and restrictions affecting the Building
or the Project. Tenant shall keep all of the Common Areas free and clear of any obstructions created or permitted by Tenant or
resulting from Tenant’s operations, and shall use the Common Areas only for normal activities, parking and ingress and egress
by Tenant and its employees, agents, representatives, licensees and invitees to and from the Premises, the Building or the Project.
If, in the reasonable opinion of Landlord, unauthorized persons are using the Common Areas by reason of the presence of Tenant
in the Premises, Tenant, upon demand of Landlord, shall correct such situation by appropriate action or proceedings against all
such unauthorized persons. Nothing herein shall affect the rights of Landlord at any time to remove any such unauthorized persons
from said areas or to prevent the use of any of said areas by unauthorized persons. Landlord reserves the right to make such changes,
alterations, additions, deletions, improvements, repairs or replacements in or to the Building, the Project (including the Premises)
and the Common Areas as Landlord may reasonably deem necessary or desirable, including, without limitation, constructing new buildings
and making changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading areas,
landscaped areas and walkways; provided, however, that (i) there shall be no unreasonable permanent obstruction of access to or
use of the Premises resulting therefrom, and (ii) Landlord shall use commercially reasonable efforts to minimize any interruption
with Tenant’s use of the Premises. In the event that the Project is not completed on the date of execution of this Lease,
Landlord shall have the sole judgment and discretion to determine the architecture, design, appearance, construction, workmanship,
materials and equipment with respect to construction of the Project. Notwithstanding any provision of this Lease to the contrary,
the Common Areas shall not in any event be deemed to be a portion of or included within the Premises leased to Tenant and the
Premises shall not be deemed to be a portion of the Common Areas. This Lease is granted subject to the terms hereof, the rights
and interests of third parties under existing liens, ground leases, easements and encumbrances affecting such property, all zoning
regulations, rules, ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any
governmental authority having jurisdiction over the Project or any part thereof.


 






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(c) 
Notwithstanding any provision of this Lease to
the contrary, Landlord specifically reserves the right to redefine the term “Project” for purposes of allocating
and calculating Operating Expenses so as to include or exclude areas as Landlord shall from time to time determine or specify
(and any such determination or specification shall be without prejudice to Landlord’s right to revise thereafter such determination
or specification). In addition, Landlord shall have the right to contract or otherwise arrange for amenities, services or utilities
(the cost of which is included within Operating Expenses) to be on a common or shared basis to both the Project (i.e., the area
with respect to which Operating Expenses are determined) and adjacent areas not included within the Project, so long as the basis
on which the cost of such amenities, services or utilities is allocated to the Project is determined on an arms-length basis or
some other basis reasonably determined by Landlord. In the case where the definition of the Project is revised for purposes of
the allocation or determination of Operating Expenses, Tenant’s Proportionate Share may be appropriately revised to equal
the percentage share of all Rentable Area contained within the Project (as then defined) represented by the Premises. The Rentable
Area of the Project and/or Building is subject to adjustment by Landlord from time to time to reflect any remeasurement thereof
by Landlord’s architect, at Landlord’s request, and/or as a result of any additions or deletions to any of the buildings
in the Project as designated by Landlord. Landlord shall have the sole right to determine, in its reasonable discretion, which
portions of the Project and other areas, if any, shall be served by common management, operation, maintenance and repair. Landlord
shall also have the right, in its reasonable discretion, to allocate and prorate any portion or portions of the Operating Expenses
on a building-by-building basis, on an aggregate basis of all buildings in the Project, or any other reasonable manner including,
without limitation, the allocation of certain Project Operating Expenses to the various buildings in the Project, and if allocated
on a building-by-building basis, then Tenant’s Proportionate Share shall, as to the portion of the Operating Expenses so
allocated, be based on the ratio of the Rentable Area of the Premises to the Rentable Area of the Building. Landlord shall have
the exclusive rights to the airspace above and around, and the subsurface below, the Premises and other portions of the Building
and Project.


 


19.  
MISCELLANEOUS


 


(a) 
Attorneys’ Fees. In the event of
any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party shall
be entitled to recover reasonable attorneys’ fees and costs (including, without limitation, court costs and expert witness
fees) incurred in such action. Such amounts shall be included in any judgment rendered in any such action or proceeding.


 






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(b) 
Waiver. No waiver by Landlord of any provision
of this Lease or of any breach by Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent
breach by Tenant. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval
under this Lease shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent
act of Tenant. No act or thing done by Landlord or Landlord’s agents during the term of this Lease shall be deemed an acceptance
of a surrender of the Premises, unless in writing signed by Landlord. The delivery of the keys to any employee or agent of Landlord
shall not operate as a termination of the Lease or a surrender of the Premises. The acceptance of any Rent by Landlord following
a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other breach unless such waiver
is expressly stated in a writing signed by Landlord.


 


(c) 
Notices. Any notice, demand, request,
consent, approval, disapproval or certificate (“Notice”) required or desired to be given under this Lease shall
be in writing and given by certified mail, return receipt requested, by personal delivery or by a nationally recognized overnight
delivery service (such as Federal Express or UPS) providing a receipt for delivery. Notices may not be given by facsimile. The
date of giving any Notice shall be deemed to be the date upon which delivery is actually made by one of the methods described
in this Paragraph 19(c) (or attempted if said delivery is refused or rejected). If a Notice is received on a Saturday,
Sunday or legal holiday, it shall be deemed received on the next business day. All notices, demands, requests, consents, approvals,
disapprovals, or certificates shall be addressed at the address specified in Item 13 of the Basic Lease Provisions
or to such other addresses as may be specified by written notice from Landlord to Tenant and if to Tenant, at the Premises. Either
party may change its address by giving reasonable advance written Notice of its new address in accordance with the methods described
in this Paragraph; provided, however, no notice of either party’s change of address shall be effective until fifteen (15)
days after the addressee’s actual receipt thereof. For the purpose of this Lease, counsel for either party may provide Notices
to the other party on behalf of their respective client, and such notices shall be binding as if such notices have been provided
directly by the party.


 


(d) 
Access Control. Landlord shall be the
sole determinant of the type and amount of any access control or courtesy guard services to be provided to the Project, if any.
IN ALL EVENTS, LANDLORD SHALL NOT BE LIABLE TO TENANT, AND TENANT HEREBY WAIVES ANY CLAIM AGAINST LANDLORD, FOR (I) ANY UNAUTHORIZED
OR CRIMINAL ENTRY OF THIRD PARTIES INTO THE PREMISES, THE BUILDING OR THE PROJECT, (II) ANY DAMAGE TO PERSONS, OR (III) ANY
LOSS OF PROPERTY IN AND ABOUT THE PREMISES, THE BUILDING OR THE PROJECT, BY OR FROM ANY UNAUTHORIZED OR CRIMINAL ACTS OF THIRD
PARTIES, REGARDLESS OF ANY ACTION, INACTION, FAILURE, BREAKDOWN, MALFUNCTION AND/OR INSUFFICIENCY OF THE ACCESS CONTROL OR COURTESY
GUARD SERVICES PROVIDED BY LANDLORD, IF ANY. Subject to Landlord’s approval, Tenant may provide such supplemental security
services and may install within the Premises such supplemental security equipment, systems and procedures as may reasonably be
required for the protection of its employees and invitees, provided that Tenant shall coordinate such services and equipment with
any security provided by Landlord. The determination of the extent to which such supplemental security equipment, systems and
procedures are reasonably required shall be made in the sole judgment, and shall be the sole responsibility, of Tenant. Tenant
acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Landlord with
respect to the safety or security of the Premises or the Project or any part thereof or the extent or effectiveness of any security
measures or procedures now or hereafter provided by Landlord, and further acknowledges that Tenant has made its own independent
determinations with respect to all such matters.


 






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(e) 
Storage. Any storage space at any time
leased to Tenant hereunder shall be used exclusively for storage. Notwithstanding any other provision of this Lease to the contrary,
(i) Landlord shall have no obligation to provide heating, cleaning, water or air conditioning therefor, and (ii) Landlord shall
be obligated to provide to such storage space only such electricity as will, in Landlord’s judgment, be adequate to light
said space as storage space.


 


(f)  
Holding Over. If Tenant retains possession
of the Premises after the termination or expiration of the Lease Term, then Tenant shall, at Landlord’s election become
a tenant at sufferance (and not a tenant at will), such possession shall be subject to immediate termination by Landlord at any
time, and all of the other terms and provisions of this Lease (excluding any expansion or renewal option or other similar right
or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, upon demand,
as Rent for (i) the first three (3) months of the holdover period, an amount equal to one hundred and twenty-five percent (125%)
of the Rent in effect on the termination date, but expressly conditioned on Tenant’s delivery to Landlord of written notice
of Tenant’s intent to holdover no less than six months prior to the expiration of the Term; and (ii) any period following
the initial three months of the holdover period, an amount equal to one hundred and fifty percent (150%) of the Rent in effect
on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments
(including payment of Additional Rent) shall continue under the terms of this Lease. In addition, Tenant shall be liable for all
damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord,
shall operate to extend this Lease except as otherwise expressly provided, and this Paragraph shall not be construed as consent
for Tenant to retain possession of the Premises.


 


(g) 
Condition of Premises. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS LEASE, LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES
ARE SUITABLE FOR TENANT’S INTENDED PURPOSE OR USE, WHICH DISCLAIMER IS HEREBY ACKNOWLEDGED BY TENANT. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED INT THIS LEASE, THE TAKING OF POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT:


 


(i) 
ACCEPTS THE PREMISES, THE BUILDING AND LEASEHOLD
IMPROVEMENTS AS SUITABLE FOR THE PURPOSES FOR WHICH THE PREMISES WERE LEASED;


 






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(ii)  
EXCEPT FOR PUNCHLIST ITEMS AND SUBJECT TO THE
LANDLORD’S WARRANTY, ACCEPTS THE PREMISES AS BEING IN GOOD AND SATISFACTORY CONDITION; AND


 


(iii)  
WAIVES ALL CLAIMS BASED ON ANY IMPLIED WARRANTY
OF SUITABILITY OR HABITABILITY.


 


(h) 
Quiet Possession. Upon Tenant’s
paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant’s
part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the term hereof without hindrance
or ejection by any person lawfully claiming under Landlord, subject to the provisions of this Lease and to the provisions of any
(i) covenants, conditions and restrictions, (ii) master lease, or (iii) Security Documents to which this Lease is subordinate
or may be subordinated.


 


(i) 
Matters of Record. Except as otherwise
provided herein, this Lease and Tenant’s rights hereunder are subject and subordinate to all matters affecting Landlord’s
title to the Project recorded in the Real Property Records of the County in which the Project is located, prior to and subsequent
to the date hereof, including, without limitation, all covenants, conditions and restrictions. Tenant agrees for itself and all
persons in possession or holding under it that it will comply with and not violate any such covenants, conditions and restrictions
or other matters of record. Landlord reserves the right, from time to time, to grant such easements, rights and dedications as
Landlord deems necessary or desirable, and to cause the recordation of parcel maps and covenants, conditions and restrictions
affecting the Premises, the Building or the Project, as long as such easements, rights, dedications, maps, and covenants, conditions
and restrictions do not materially interfere with the use of the Premises by Tenant. At Landlord’s request, Tenant shall
join in the execution of any of the aforementioned documents.


 


(j) 
Successors and Assigns. Except as otherwise
provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Tenant shall attorn
to each purchaser, successor or assignee of Landlord.


 


(k) 
Brokers. Tenant and Landlord warrants
that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting
only the brokers named in Item 10 of the Basic Lease Provisions and that it knows of no other real estate broker
or agent who is or might be entitled to a commission in connection with this Lease. Landlord shall pay the brokers named in Item
10 of the Lease pursuant to separate agreements. If a claim for brokerage in connection with the transaction is made by any broker,
salesman or finder claiming to have dealt through or on behalf of either the Landlord or Tenant (the “Indemnitor”),
said Indemnitor shall indemnify, defend and hold harmless the other party to this Lease, and such other parties’ officers,
directors, members, agents and representatives (collectively, the “Indemnitees”) from all liabilities, damages, claims,
costs, fees and expenses whatsoever (including reasonable attorneys’ fees and costs with respect to said claim for brokerage.
No brokerage commission shall be earned, due nor payable to Landlord’s Broker and Tenant’s Broker under this Lease
in the event that this Lease is terminated prior to the expiration of the Contingency Period in accordance with the terms set
forth in Section 6(b) hereof.


 






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(l) 
Project or Building Name and Signage.
Landlord shall have the right at any time to install, affix and maintain any and all signs on the exterior and on the interior
of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the name of the
Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose
other than as the address of the business to be conducted by Tenant in the Premises, without the prior written consent of Landlord
which shall not be unreasonably withheld, conditioned, or delayed. Additionally, Landlord shall have the exclusive right at all
times during the Lease Term to change, modify, add to or otherwise alter the name, number, or designation of the Building and/or
the Project, and Landlord shall not be liable for claims or damages of any kind which may be attributed thereto or result therefrom.


 


(m) 
Examination of Lease. Submission of this
instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective
as a lease or otherwise until execution by and delivery to both Landlord and Tenant.


 


(n) 
Time. Time is of the essence of this Lease
and each and all of its provisions. “Business Days” or “business days” shall mean each Monday through
Friday, excluding United States and State of Florida legal holidays, and “Business Day” or “business day”
shall mean any one of the days otherwise comprising “Business Days.”


 


(o) 
Intentionally omitted.


 


(p) 
Conflict of Laws; Prior Agreements; Separability.
This Lease shall be governed by and construed pursuant to the laws of the State of Florida without giving effect to the rules
governing conflicts of laws. This Lease contains all of the agreements of the parties hereto with respect to any matter covered
or mentioned in this Lease. No prior agreement, understanding or representation pertaining to any such matter shall be effective
for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest. The illegality, invalidity or unenforceability of any provision of this Lease
shall in no way impair or invalidate any other provision of this Lease, and such remaining provisions shall remain in full force
and effect.


 


(q) 
Authority. If Tenant or Landlord is a
corporation or limited liability company, each individual executing this Lease on behalf of such entity hereby covenants and warrants
that the entity is a duly authorized and existing corporation or limited liability company, that the entity is qualified to do
business in the State, that the corporation or limited liability company has full right and authority to enter into this Lease,
and that each person signing on behalf of the entity is authorized to do so. If Tenant is a partnership or trust, each individual
executing this Lease on behalf of Tenant hereby covenants and warrants that he is duly authorized to execute and deliver this
Lease on behalf of Tenant in accordance with the terms of such entity’s partnership or trust agreement. Landlord and Tenant
shall provide the other on request with such evidence of such authority as Landlord or Tenant reasonably request of the other,
including, without limitation, resolutions, and certificates. This Lease shall not be construed to create a partnership, joint
venture or similar relationship or arrangement between Landlord and Tenant hereunder.


 






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(r)  
Joint and Several Liability. If two or
more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall
sign this Lease as Tenant, the liability of each such individual, corporation, partnership or other business association to pay
Rent and perform all other obligations hereunder shall be deemed to be joint and several, and all notices, payments and agreements
given or made by, with or to any one of such individuals, corporations, partnerships or other business associations shall be deemed
to have been given or made by, with or to all of them.


 


(s)  
Rental Allocation. For purposes of Section
467 of the Internal Revenue Code of 1986, as amended from time to time, Landlord and Tenant hereby agree to allocate all Rent
to the period in which payment is due, or if later, the period in which Rent is paid.


 


(t) 
Rules and Regulations. Tenant agrees to
comply with all rules and regulations of the Building and the Project imposed by Landlord as set forth on Exhibit C-1
and Exhibit C-2 attached hereto, as the same may be changed from time to time upon reasonable notice to Tenant.
Landlord shall not be liable to Tenant for the failure of any other tenant or any of its assignees, subtenants, or their respective
agents, employees, representatives, invitees or licensees to conform to such rules and regulations but shall take reasonable action
to enforce the rules and regulations among the tenants of the Project.


 


(u) 
Joint Product. This Agreement is the result
of arms-length negotiations between Landlord and Tenant and their respective attorneys. Accordingly, neither party shall be deemed
to be the author of this Lease and this Lease shall not be construed against either party.


 


(v) 
Financial Statements. Upon Landlord’s
written request, Tenant shall promptly furnish Landlord, once per year or upon sale or refinance, with the most current audited
financial statements prepared in accordance with generally accepted accounting principles, certified by Tenant and an independent
auditor to be true and correct, reflecting Tenant’s then current financial condition.


 


(w) 
Force Majeure. Any prevention, delay or
stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorism, terrorist activities, inability to obtain
services, labor, or materials or reasonable substitutes therefore, governmental actions, civil commotions, fire, flood or other
casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations
imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease (collectively, a “Force Majeure”),
notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal
to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation
of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force
Majeure.


 


(x) 
Counterparts. This Lease may be executed
in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.


 


(y) 
Waiver of Right to Jury Trial. Landlord
and Tenant waive their respective rights to trial by jury of any contract or tort claim, counterclaim, cross-complaint, or cause
of action in any action, proceeding, or hearing brought by either party against the other on any matter arising out of or in any
way connected with this Lease, the relationship of Landlord and Tenant, or Tenant’s use or occupancy of the Leased Premises,
including without limitation any claim of injury or damage or the enforcement of any remedy under any current or future law, statute,
regulation, code, or ordinance.


 






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(z) 
Office and Communications Services. Landlord
has advised Tenant that certain office and communications services may be offered to tenants of the Building by a concessionaire
under contract to Landlord (“Provider”). Tenant shall be permitted to contract with Provider for the provision
of any or all of such services on such terms and conditions as Tenant and Provider may agree. Tenant acknowledges and agrees that:
(i) Landlord has made no warranty or representation to Tenant with respect to the availability of any such services, or the
quality, reliability or suitability thereof; (ii) the Provider is not acting as the agent or representative of Landlord in
the provision of such services, and Landlord shall have no liability or responsibility for any failure or inadequacy of such services,
or any equipment or facilities used in the furnishing thereof, or any act or omission of Provider, or its agents, employees, representatives,
officers or contractors; (iii) Landlord shall have no responsibility or liability for the installation, alteration, repair,
maintenance, furnishing, operation, adjustment or removal of any such services, equipment or facilities; and (iv) any contract
or other agreement between Tenant and Provider shall be independent of this Lease, the obligations of Tenant hereunder, and the
rights of Landlord hereunder, and, without limiting the foregoing, no default or failure of Provider with respect to any such
services, equipment or facilities, or under any contract or agreement relating thereto, shall have any effect on this Lease or
give to Tenant any offset or defense to the full and timely performance of its obligations hereunder, or entitle Tenant to any
abatement of rent or additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or
constructive eviction of Tenant, or otherwise give rise to any other claim of any nature against Landlord.


 


(aa)  
OFAC Compliance.


 


(i) 
Certification. Tenant certifies, represents,
warrants and covenants that:


 


(A) 
It is not acting and will not act, directly or
indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person”, or other banned or blocked person,
entity, nation or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of
Foreign Assets Control; and


 


(B)  
It is not engaged in this transaction, directly
or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person,
group, entity or nation.


 


(ii)  
Indemnity. Tenant hereby agrees to defend
(with counsel reasonably acceptable to Landlord), indemnify and hold harmless Landlord and the Landlord Indemnitees from and against
any and all Claims arising from or related to any such breach of the foregoing certifications, representations, warranties and
covenants.


 






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(bb) 
No Easement for Light, Air and View. This
Lease conveys to Tenant no rights for any light, air or view. No diminution of light, air or view, or any impairment of the visibility
of the Premises from inside or outside the Building, by any structure or other object that may hereafter be erected (whether or
not by Landlord) shall entitle Tenant to any reduction of Rent under this Lease, constitute an actual or constructive eviction
of Tenant, result in any liability of Landlord to Tenant, or in any other way affect this Lease or Tenant’s obligations
hereunder.


 


(cc)  
Nondisclosure of Lease Terms. Tenant
agrees that the terms of this Lease (“Confidential Information”) are confidential and constitute proprietary information
of Landlord, and that disclosure of the Confidential Information could adversely affect the ability of Landlord to negotiate with
other tenants. Tenant hereby agrees that it shall not disclose the Confidential Information to any other person without Landlord’s
prior written consent, except to Tenant’s employees, partners, officers, managers, members, attorneys, accountants, lenders,
advisors, agents, real estate brokers, and representatives, without the express written consent of Landlord unless such Confidential
Information (i) is or becomes generally known to the public other than as a result of a disclosure by Tenant; (ii) is required
or compelled to be disclosed pursuant to any applicable law, ordinance, rule, regulation, governmental decree, judicial or administrative
order or decree, legal or judicial process (including, without limitation, by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) or request by other regulatory organization having authority pursuant
to law; (iii) is being used in connection with any legal dispute or legal proceeding; (iv) is being used for tax reporting purposes;
or (v) is being used in connection with any prospective sublease or assignment.


 


(dd) 
Inducement Recapture in Event of Default.
Any agreement by Landlord for free or abated rent or other charges applicable to the Premises, or for the giving or paying by
Landlord to or for Tenant of any cash or other bonus, inducement or consideration for Tenant’s entering into this Lease,
including, but not limited to, any tenant finish allowance, all of which concessions are hereinafter referred to as “Inducement
Provisions” shall be deemed conditioned upon Tenant’s full and faithful performance of all of the terms, covenants
and conditions of this Lease to be performed or observed by Tenant during the term hereof as the same may be extended. Upon the
occurrence of an event of default (as defined in Paragraph 12) of this Lease by Tenant, that remains uncured, any
such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any unamortized
(calculated on a straight-line basis) portion of rent, other charge, bonus, inducement or consideration theretofore abated, given
or paid by Landlord under such an Inducement Provision shall be immediately due and payable by Tenant to Landlord, and recoverable
by Landlord, as additional rent due under this Lease, notwithstanding any subsequent cure of said event of default by Tenant.


 


(ee)  
ERISA. Tenant is not an “employee
benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”),
which is subject to Title I of ERISA, or a “plan” as defined in Section 4975(e)(1) of the Internal Revenue
Code of 1986, which is subject to Section 4975 of the Internal Revenue Code of 1986; and (b) the assets of Tenant do not
constitute “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the
Internal Revenue Code of 1986; and (c) Tenant is not a “governmental plan” within the meaning of Section 3(32)
of ERISA, and assets of Tenant do not constitute plan assets of one or more such plans; or (d) transactions by or with Tenant
are not in violation of state statutes applicable to Tenant regulating investments of and fiduciary obligations with respect to
governmental plans.


 






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(ff)  
Tenant’s Signage. Tenant shall not
place any signs or other advertising matter or material on the exterior of the Building, anywhere upon the Common Areas, or in
any portion of the interior of the Premises which is visible beyond the Premises, without the prior written consent of Landlord,
which consent may be withheld in the sole discretion of Landlord. Notwithstanding the foregoing, at Landlord’s expense,
Tenant will be identified in standard form on the Building directory in the lobby of the Building and shall be provided with Building
standard signage at the entrance to the Premises.


 


(gg) 
Landlord’s Exculpation. Neither shareholders,
officers or directors of Landlord (collectively, the “parties” for purposes of this Paragraph) shall be liable for
the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s
obligations hereunder and shall not seek any damages against any of the parties. Tenant agrees that the liability of Landlord
for Landlord’s obligations under this Lease is specifically limited to Landlord’s interest in the Building, and Landlord
shall never be personally liable with respect to any of the terms, covenants and conditions of this Lease. The provisions of this
Paragraph 19(gg) will survive the expiration or earlier termination of this Lease.


 


20.
NONRECOURSE LIABILITY; WAIVER OF CONSEQUENTIAL
AND SPECIAL DAMAGES

 


NOTWITHSTANDING
ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, THE OBLIGATIONS OF LANDLORD UNDER THIS LEASE (INCLUDING ANY ACTUAL OR ALLEGED
BREACH OR DEFAULT BY LANDLORD) DO NOT CONSTITUTE PERSONAL OBLIGATIONS OF THE INDIVIDUAL PARTNERS, DIRECTORS, OFFICERS, MEMBERS
OR SHAREHOLDERS OF LANDLORD OR LANDLORD’S MEMBERS OR PARTNERS, AND TENANT SHALL NOT SEEK RECOURSE AGAINST THE INDIVIDUAL
PARTNERS, DIRECTORS, OFFICERS, MEMBERS OR SHAREHOLDERS OF LANDLORD OR AGAINST LANDLORD’S MEMBERS OR PARTNERS OR AGAINST
ANY OTHER PERSONS OR ENTITIES HAVING ANY INTEREST IN LANDLORD, OR AGAINST ANY OF THEIR PERSONAL ASSETS FOR SATISFACTION OF ANY
LIABILITY WITH RESPECT TO THIS LEASE. ANY LIABILITY OF LANDLORD FOR A DEFAULT BY LANDLORD UNDER THIS LEASE, OR A BREACH BY LANDLORD
OF ANY OF ITS OBLIGATIONS UNDER THE LEASE, SHALL BE LIMITED SOLELY TO ITS INTEREST IN THE PROJECT, AND IN NO EVENT SHALL ANY PERSONAL
LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS
OF LANDLORD, ITS PARTNERS, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS OR ANY OTHER PERSONS OR ENTITIES HAVING ANY INTEREST IN
LANDLORD. TENANT’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT OR BREACH OF THIS LEASE BY LANDLORD SHALL BE EITHER (I) AN
ACTION FOR DAMAGES, OR (II) AN ACTION FOR INJUNCTIVE RELIEF; TENANT HEREBY WAIVING AND AGREEING THAT TENANT SHALL HAVE NO OFFSET
RIGHTS OR RIGHT TO TERMINATE THIS LEASE ON ACCOUNT OF ANY BREACH OR DEFAULT BY LANDLORD UNDER THIS LEASE. UNDER NO CIRCUMSTANCES
WHATSOEVER SHALL LANDLORD EVER BE LIABLE FOR PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER THIS LEASE AND TENANT WAIVES ANY
RIGHTS IT MAY HAVE TO SUCH DAMAGES UNDER THIS LEASE IN THE EVENT OF A BREACH OR DEFAULT BY LANDLORD UNDER THIS LEASE.


 






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21.  
RADON DISCLOSURE


 


In
accordance with the requirements of Florida Statutes Section 404.056(5), the following notice is hereby given:


 


RADON
GAS: 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 department.


 


22.  
WAIVERS BY TENANT


 


Tenant
expressly waives any rights it may have in the selection of venue in the event of suit by or against Landlord, it being understood
that the venue of such suit shall be in Palm Beach County, Florida.


 


23.  
Early Access
Period. 


 


As
an accommodation to Tenant, Landlord hereby grants to Tenant and its contractors a license to early access the Premises during
normal business hours for properly coordinated construction with the general contractors construction of the Space Plan (e.g.
cabling, low voltage wiring, card readers, etc.), and for a period of ten (10) days prior to the Commencement Date (collectively,
the “Early Access Period”) during normal Business Hours in order for Tenant to deliver and install (at Tenant’s
sole cost and expense) low voltage wiring and Tenant’s equipment, furniture or other personal property (collectively, “Tenant’s
Equipment”), provided such access does not impede Landlord’s ability to complete the Tenant Improvements. Landlord
assumes no liability for Tenant’s Equipment located at the Leased Premises during the Early Access Period. In the event
that Tenant’s Equipment is damaged during the Early Access Period, then Tenant shall indemnify and hold Landlord harmless
from and against any such damage to Tenant’s Equipment. Except for Tenant’s obligation to pay Rent, Tenant shall strictly
abide by all of the terms and conditions of this Lease during the Early Access Period, including without limitation, the insurance
requirements set forth in Paragraph 8 of this Lease.


 


24.  
Prior Tenant
Furniture, Fixtures or Equipment. 


 


Tenant
acknowledges and agrees that: (a) certain furniture, fixtures, equipment and/or related items (collectively referred to herein
as the “FF&E”), were left by a prior occupant of the Premises (“Prior Occupant”)
and may still be located in the Premises as of the Commencement Date, and may have been abandoned; (b) the Prior Occupant or one
or more other parties may claim to be the owner, equipment lessor or secured lender (collectively referred to herein as “FF&E
Claimant”) of the FF&E; (c) if any FF&E Claimant contacts Tenant or Landlord, then Tenant shall promptly
either enter into mutually acceptable written arrangements to lease, license or pay for the FF&E or else permit the FF&E
Claimant or its representatives to remove the FF&E; (d) Landlord reserves the right to provide access to the Premises to the
FF&E Claimant to remove the FF&E at any time prior to such time as Tenant and the FF&E Claimant enter into a mutually
acceptable written agreement, or at any time thereafter that the FF&E Claimant represents to Landlord that it has the right
to remove the FF&E, e.g. based on Tenant’s violation of such written agreement or expiration thereof; and (e) Tenant has had
an opportunity to inspect and perform an inventory of any such FF&E located in the Premises, including its condition, and
Landlord is making no representations or warranties, and shall have no liability whatsoever, relating to the FF&E, including,
but not limited to, the condition thereof or whether there is any damage thereto or defects therein. Tenant shall not be responsible
for the FF&E or remove the FF&E from the Premises at the end of the Lease Term.


 






    55


     


    




 


25.  
GENERATOR


 


Subject
to Landlord’s prior written approval of Tenant’s plans, Tenant shall be permitted to install, maintain, replace and
operate (collectively, the “Generator Installation”) an emergency generator and above-ground fuel tank, together
with all related pipes, wiring, conduits, and related improvements (collectively, the “Generator”) in an area
designated by the Landlord, in Landlord’s reasonable discretion, the installation and maintenance of which shall be at Tenant’s
sole cost and expense. The Generator Installation shall be performed in compliance with applicable laws. Tenant shall be responsible
to obtain all necessary governmental permits (true copies of which are to be provided to Landlord) and association approvals in
connection with Generator Installation and operation of the Generator. Tenant hereby acknowledges and agrees that no odors are
permitted to emanate as a result of the Generator Installation or the operation of the Generator. Tenant shall only use a licensed
contractor, which contractor must be approved in writing by Landlord prior to the commencement of the Generator Installation and
must obtain insurance coverage in connection with the Generator pursuant to the requirements set forth in this Lease. The Lease
specifically prohibits the subjecting of Landlord’s interest in the Premises or the Building to any mechanic’s, materialman’s
or laborer’s liens for improvements made by Tenant, and therefore Tenant must deliver to Landlord a lien waiver from all contractors
and subcontractors performing the Generator Installation.


 


Tenant
hereby acknowledges that the installation, operation, use, maintenance and removal of the Generator shall be at the sole and exclusive
risk of Tenant, and Landlord shall not assume any liability whatsoever in connection therewith. Tenant shall and does hereby indemnify,
defend and hold harmless Landlord, its partners, principals, and agents from and against all claims, expenses, costs, damages,
loss, or other liabilities (including, without limitation, attorneys’ fees of Landlord) arising from or in any way connected
with Tenant’s use of the Generator or the installation, operation, maintenance and removal thereof. Tenant hereby further acknowledges
that the Generator shall become the property of Landlord at the expiration of the Term, however, Landlord reserves the right to
require Tenant, at Tenant’s expense to (i) remove the Generator at the expiration of the Term; and (ii) repair all injury
done by or in connection with installation or removal of the Generator, provided that Landlord gives notice to Tenant no later
than thirty (30) days prior to the expiration of the Lease Term.


 






    56


     


    




 


26.  
WAIVER OF LANDLORD’S LIEN.
Notwithstanding anything in this Lease or under applicable Laws
to the contrary notwithstanding, Landlord hereby waives any statutory and common law lien it may have against Tenant’s trade
fixtures, equipment, furniture and all other tangible and intangible personal property, and any and all equipment and/or supplies
utilized by Tenant in its business operation, sand under no circumstances shall Landlord have any lien or possessory interest
in Tenant’s work files, business papers and records, including, without limitation, the media on which those records and
data are stored. Landlord agrees that, upon the request of Tenant, Landlord shall, at Tenant’s sole cost and expense, negotiate
in good faith with any lender that is providing (i) secured financing to Tenant, (ii) purchase money equipment financing to Tenant,
or (iii) equipment leasing to Tenant for the purpose of executing and delivering a commercially reasonable waiver or subordination
of Landlord’s statutory and common law lien rights, if any, and a consent and agreement with respect to the respective rights
of Landlord and such person or entity regarding the security interests in, and the timing and removal of, any tenant personal
property in which such lender has a secured interest (the “Collateral”), in form and substance reasonably acceptable
to Landlord, Tenant, which shall include but not limited to, require Tenant and its lender (i) provides for the indemnification
of Landlord against any claims by Tenant or any person or entity claiming through Tenant, and against any physical damage caused
to the Premises, in connection with the removal of any of the Collateral by such person or entity, (ii) provide insurance in favor
of Landlord, with coverage in amounts reasonably determined by Landlord, (iii) provides for a reasonable, but limited, time frame
(the duration of which shall be determined by Landlord) for the removal of such Collateral, and (iii) provides for the per diem
payment of Rent due hereunder by such person or entity for each day following the date of the expiration or termination of the
Lease that Landlord permits such Collateral to remain in the Premises.


 





 


[SIGNATURE
PAGE TO FOLLOW]


 






    57


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Lease to be effective as of the Effective Date.


 





	 	 	“TENANT”:
	Witness #1:	 	 	 
	 	 	FlexShopper, LLC, a North Carolina limited liability company
	 	 	 	 
	 	 	By:	/s/ Brad Bernstein
	 	 	Name:  	Brad Bernstein
	Printed Name of Witness #1	 	Title: 	CEO & President
	 	 	 	 
	Witness #2:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Printed Name of Witness #2	 	 	 




 


	 	 	“LANDLORD”:
	Witness #1:	 	 	 
	 	 	Mainstreet CV North
    40, LLC, a Delaware limited liability company
		 	 	 
	 	 	By:	Mainstreet 40, Ltd,
a Florida limited partnership, Manager
		 	 	
	Printed Name of Witness #1	 	 	By: 	Mainstreet N40, Inc., a Florida corporation,
    General Partner
	 	 	 	 	 
	Witness #2:	 	 	
	 	 	 	 	By: 	/s/ Paul J. Kilgallon
		 	 	 	 	Paul J. Kilgallon, President
	 	 	 	 
		 	 	 
	Printed Name of Witness #2	 	 	 




 



    58


     


    

 





JOINDER
BY BROKERS


 


The
undersigned hereby join in the execution of this Lease for the sole purpose of being bound to Section 19(k) of this Agreement.


 





	 	LANDLORD’S BROKER:
	 	 	 
	 	AVISON YOUNG – FLORIDA, LLC.
	 	 	 
	 	By:	                
	 	Name:  	 
	 	Title:	 
	 	 	 
	 	TENANT’S BROKER:
	 	 	 
	 	THE EASTON GROUP
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 







 






    59


     


    




 


EXHIBIT
A-1


 


FLOOR
PLANS OF THE PREMISES





 


 


 


NOTE:
These floor plans are being used solely for the purpose of


identifying
the approximate location of the Premises.


 



    A-1-1


     


    




 


EXHIBIT
A-2


 


LEGAL
DESCRIPTION OF THE PROJECT








 


 


 






    A-2-1


     


    

 


 


 






    A-2-2


     


    

 


EXHIBIT
B


 


Space
Plan








 









    B-1-1


     


    




 


EXHIBIT
C-1


 


BUILDING
RULES AND REGULATIONS


 


The
following building regulations are provided and are applicable to Tenant, except as otherwise specifically addressed in the Lease.


 


	 	1.	The
    sidewalks, entry passages, corridors, halls, elevators, and stairways shall not be obstructed by Tenant or used by Tenant
    for any purpose other than those of ingress and egress. The floors, skylights, and windows that reflect or admit light into
    any place in said Building shall not be covered or obstructed by Tenant subject to Tenant’s right to install window
    coverings such as blinds. The water closets and other water apparatus shall not be used for any purpose other than those for
    which they were constructed, and no sweepings, rubbish, or other obstructing substances shall be thrown therein.


 


	 	2.	No
    advertisement, sign, or other notice shall be inscribed, painted, or affixed on any part of the outside or inside of said
    Building, except upon the interior doors and windows permitted by Landlord, which signs, etc., shall be of such order, size,
    and style and at such places as shall be designated by Landlord. Exterior signs on doors will be provided for Tenant by Landlord,
    the cost of such signage to be charged to and paid for by Tenant.


 


	 	3.	Nothing
    shall be thrown by Tenant, its clerks, or servants out of the windows or doors or down the passages or skylights of the Building.
    No rooms shall be occupied or used as sleeping or lodging apartments at any time.


 


	 	4.	Tenant
    shall not employ any persons other than the janitors of Landlord or others reasonably approved by Landlord (who will be provided
    with pass keys into the offices) for the purpose of cleaning or taking charge of said Premises. It is understood and agreed
    that the Landlord shall not be responsible to Tenant for any loss of property from the Premises, however occurring, or for
    any damage done to the furniture or other effects of Tenant by the janitor or any of its employees provided, however, that
    Landlord shall use its good faith reasonable efforts to employ service companies for providing such janitorial services that
    maintain quality controls for personnel employed.


 


	 	5.	No
    animals (except service animals), birds, bicycles, or other vehicles shall be allowed in the offices, halls, corridors, elevators,
    or elsewhere in the Building.


 


	 	6.	No
    painting shall be done nor shall any alterations be made to any part of the Building by putting up or changing any partitions,
    doors, or windows, nor shall there be any nailing, boring, or screwing into the woodwork or plastering, nor shall any connection
    be made to the electric wires or electric fixtures without the consent in writing on each occasion of Landlord or its Agent.
    All glass, locks, and trimmings in or upon the doors and windows of the Building shall be kept whole and, when any part thereof
    shall be broken, the same shall be immediately replaced or repaired and put in order under the direction and to the satisfaction
    of Landlord or its Agent and shall be left whole and in good repair. Tenant shall not inure, overload, or deface the Building,
    the woodwork, or the walls of the Premises nor carry on upon the Premises any noisome, noxious, noisy, or offensive business.


 






    C-1-1


     


    




 


	 	7.	Tenants
    shall not (without Landlord’s prior written consent) put up or operate any steam engine, boiler, machinery, or stove
    upon the Premises or carry on any mechanical business thereof or do any cooking thereon or use or allow to be used upon the
    Premises oil, burning fluids, camphene, gasoline, or kerosene for heating, warming, or lighting. No article deemed extra hazardous
    on account of fire and no explosives shall be brought into the Premises. No offensive gases or liquids will be permitted.


 


	 	8.	Landlord
    will post on the directory of its Building, if any, at no charge to Tenant, names of the executives of Tenant, such executives
    to be designated by Tenant. All additional names which Tenant shall desire put upon said directory must be first consented
    to by Landlord, and if so approved, a charge will be made for such additional listing as prescribed by Landlord to be paid
    to Landlord by Tenant.


 


	 	9.	The
    Landlord and its Agents shall have the right to enter the Premises at all reasonable hours for the purpose of making any repairs,
    alterations, or additions which it shall deem necessary for the safety, preservation, or improvement of said Building, and
    the Landlord shall be allowed to take all material into and upon such Premises that may be required to make such repairs,
    improvements, and additions or any alterations for the benefit of the Tenant without in any way being deemed or held guilty
    of an eviction of Tenant; and the rent reserved shall in no wise abate while said repairs, alterations, or additions are being
    made; and Tenant shall not be entitled to maintain a set-off or counterclaim for damage against Landlord by reason of loss
    or interruption to the business of Tenant because of the prosecution of any such work. All such repairs, decorations, additions,
    and improvements shall be done during ordinary business hours or, if any such work is not the request of the Tenant, to be
    done during any other hours. Tenant shall pay for all overtime costs.


 


	 	10.	Tenant
    shall instruct its mover to contact the Building Manager two (2) working days prior to truck arrival for coordination of move-in
    and/or large furniture/equipment deliveries. Such moves will normally be made after 6:00 p.m. Friday and prior to 8:00 a.m.
    Monday. Tenant shall be responsible for any damage to Building interior including but not limited to floors and carpet. A
    Landlord representative will be present for all such moves.


 


	 	11.	Landlord
    reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed
    for the safety, care, and cleanliness of the Premises and for the preservation of good order therein.


 






    C-1-2


     


    




 


	 	12.	The
    Building and the Project are a weapons free environment. No tenant, owner of a tenant, officer or employee of a tenant, visitor
    of tenant, contractor or subcontractor of tenant, or any other party shall carry weapons (concealed or not) of any kind in
    the Building or the Building’s parking area. This prohibition applies to all public areas including, without limitation,
    restrooms, elevators, elevator lobbies, first floor lobby, stairwells, common hallways, all areas within the leased premises
    of tenants, the parking areas and the surrounding Land related to the Building.


 


	 	13.	Except
    as hereinafter provided, the Building and the Project are a tobacco free environment. No tenant, party with an ownership interest
    in a tenant, officer or employee of a tenant, visitor of a tenant, contractor or subcontractor of a tenant, or any other party
    shall smoke tobacco products of any kind in the Building, the Building’s parking area or any of the Building’s
    balconies. This prohibition applies to all public areas including, without limitation, restrooms, elevators, elevator lobbies,
    first floor lobby, stairwells, common hallways, all areas within the leased premises of tenants, the surface parking areas,
    balconies and the surrounding Land related to the Project; provided however, and notwithstanding the foregoing to the contrary,
    tobacco smoking shall be permitted only in the outdoor promenade of the retail portion of the Project and in such other areas
    of the Project which may be designated from time to time by Landlord, in Landlord’s sole discretion, as permitted smoking
    areas.


 






    C-1-3


     


    




 


EXHIBIT
C-2





 


CONSTRUCTION
RULES AND REGULATIONS 


 


1.  
Each general contractor shall provide a full time project supervisor, field office and telephone during the project construction.


 


2.  
Employees of contractors and subcontractors must park in areas designated by the Landlord’s property manager. No parking is allowed
in the loading area or on the throughways.


 


3.  
All contractors and subcontractors are expressly prohibited from using the passenger elevators or from being in the front lobby
or atrium area. Only the freight elevator and service entrance shall be used by all contractors and subcontractors. Large material
deliveries may be made only at a time scheduled in advance with Landlord’s property manager so that any conflicts can be coordinated.


 


4.  
Each general contractor shall submit a complete list of suppliers and subcontractors to Landlord’s property manager prior to commencement
of construction. Each contractor shall also submit a list of subcontractors’ phone numbers as well as after-hours phone
numbers if contractors or subcontractor will perform work after hours.


 


5.  
Each contractor shall maintain clean and safe working conditions at all times. Trash removal will be done at contractor’s
cost, including all labor and dumpsters. Dumpster locations shall be approved by Landlord’s property manager. Trash on any tenant
build out floors shall be removed within 24 hours of any directive of Landlord’s property manager. No accumulation of trash will
be tolerated anywhere in the Building.


 


6.  
Normal working hours will be 7:00 a.m. until 5:30 p.m. Landlord’s property manager must be notified in writing of all work schedules
and the names of those who will be working in the Building after normal working hours.


 


7.  
After hours and weekend work must be supervised by contractor’s superintendent and are subject to additional HVAC, security and
other applicable charges.


 


8.  
Each contractor must advise Landlord’s property manager before working on any fire safety components, and use all efforts to avoid
accidental activation of alarms. All fire detection devices must be protected from contaminates from construction activity.


 


9.  
No contractor and/or subcontractor may operate air handling units. Arrangements for after hours air conditioning must be made
with the office of Landlord’s property manager before 3:00 p.m. for night time requests and before 3:00 p.m. Friday for weekend
requests.


 


10.  
Contractor shall supply to Building management copies of all building permits and submit a complete test and balance report from
an independent air conditioning contractor.


 


11.  
Contractor must protect public area corridors and carpet by plastic runners and or builder’s paper as necessary.


 






    C-2-1


     


    




 


12.  
Contractor must use walk-off mats at all entrances to the work area and changed as often as needed. Contractor will be responsible
for maintaining cleanliness of these areas at all times.


 


13.  
No utilities are to be interrupted without the written approval Landlord’s property manager. Such approval must be requested not
less than 24 hours in advance and on regular working days.


 


14.  
Work that may generate excessive noise that may disturb or inconvenience other occupants of the Building shall not be performed
between the hours of 8:30 a.m. and 5:30 p.m. on regular business days. Such work must be scheduled and coordinated with Landlord’s
property manager.


 


15.  
Building materials and equipment are to be stored only in the build out area unless prior arrangements have been made with Landlord’s
property manager.


 


16.  
Construction personnel are not to eat in the lobbies or atrium area nor are they to congregate in these areas at any time. They
should eat in the space in which they are working.


 


17.  
No keys will be issued to any subcontractors. The general contractor on the job will be issued a key on a daily sign in/out basis
only if necessary.


 


18.  
Landlord’s property manager will designate restrooms to be used by construction personnel.


 


19.  
Contractor shall take all reasonable precautions to protect against the possibility of fire including the following mandatory:
no smoking, supervision of welding and soldering, daily inspections of the job site, and adequate presence of fire extinguishers.


 


20.  
Workers without shirts or inappropriately dressed or who conduct themselves in an inappropriate manner will be required to leave
the Building.


 


21.  
No loud music will be allowed in any construction area.


 


22.  
Prior to commencing work, the contractor must conduct a walk through of the common area with the Landlord’s property manager to
determine existing damage; in the event the so the contractor will not be held responsible.


 


23.  
Contractor must submit in writing a list of all standard owner supplied building material that will be required for each individual
job. This material will be turned over to the contractor as scheduled between the contractor and Landlord’s representative.


 


24.  
Contractor is to maintain and provide proof of adequate insurance coverage as approved by Landlord’s property manager throughout
the duration of the project. Mainstreet CV North 40, LLC, a Delaware limited liability company, shall be named as additional insureds
on the contractors insurance policies and the evidence of insurance provided by contractor must include such additional insureds.


 






    C-2-2


     


    




 


25.  
Contractor must supply an on site supervisor and security guard any time work is scheduled in tenant occupied spaces after regular
Building hours. The supervisor and guard must remain on duty 100% of the time the space is open and/or work is in progress.


 


26.  
Contractor must assure that entrance and perimeter doors of all premises are locked at all times after hours.


 


27.  
Landlord’s property manager reserves the right to inspect any and all boxes, tool chests or other containers which may be brought
in to the Building by the contractor and/or his employees. Such inspections may be made randomly and without prior notice. Any
employees or subcontractors not willing to consent to such searches will not be permitted to work in the building.


 


28.  
Contractor must shield smoke detectors from construction dust as necessary. Smoke detector protection must be removed at the end
of each work day and inspected by the contractor to insure its proper operation.


 


29.  
THIS IS A NON-SMOKING BUILDING. Smoking is not permitted anywhere within the Building.


 



    C-2-3


     


    

 


EXHIBIT
D


 


FORM
TENANT ESTOPPEL CERTIFICATE


 


 


		TO:	Mainstreet
    CV North 40, LLC, a Delaware limited liability company (“Landlord”)


c/o
Mainstreet Real Estate Services, Inc.





2101
West Commercial Boulevard, Suite 1200





Fort
Lauderdale, Florida 33309, and:





 


_____________
(“Third Party”)


 


_____________


 


_____________


 


		Re:	______________________________



Boca
Raton, Florida 33431


Lease
Agreement, dated: ________________, 2014 (the “Lease”), between Landlord and ____________________, as Tenant


Premises:
Suite ___________, consisting of ________________ square feet of Rentable Area located on the _______ floor of the Building.





 


The
undersigned tenant (“Tenant”) hereby certifies to Third Party and Landlord as follows:


 


1.  The
above-described Lease has not been canceled, modified, assigned, extended or amended except __________________________________.


 


2.  Base
Rent has been paid to the first day of the current month and all additional rent has been paid and collected in a current manner.
There is no prepaid rent except $__________, and the amount of the security deposit is $____________.


 


3.  Base
Rent is currently payable in the amount of $ ____________ monthly exclusive of Tenant’s Proportionate Share of Operating
Expenses.


 


4.  The
Lease expires on ___________, 20___ subject to the following renewal options (if any) set forth in the Lease: ___________________________.


 


5.  All
work to be performed for Tenant under the Lease has been performed as required and has been accepted by Tenant, except:


 


____________________________________________________________________.


 


6.  The
Lease is: (a) in full force and effect; (b) to Tenant’s actual knowledge, free from default; and (c) to Tenant’s
actual knowledge, Tenant has no claims against the Landlord or offsets against Rent.


 






    D-1


     


    




 


7.  Tenant’s
Proportionate Share of Operating Expenses, as defined in the said Lease, is ______%.


 


8.  The
undersigned has no right or option pursuant to the said Lease or otherwise to purchase all or any part of the Premises or the
Building of which the Premises are a part.


 


9.  There
are no other agreements written or oral between the undersigned and the Landlord with respect to the Lease and/or the Premises
and Building.


 


10.  The
statements contained herein may be relied upon by the Landlord and by any prospective purchaser of the property of which the Premises
is a part and its mortgage lender.


 


If
a blank in this document is not completed, then such blank will be automatically deemed to read “none.” All capitalized
terms used but not defined in this estoppel certificate shall have the meanings set forth in the Lease.


 


The
undersigned signatory is duly authorized by Tenant to execute and deliver this estoppel certificate on behalf of Tenant.


 





	 	Dated this _____ day of
    _______, 2018.
	 	 	 
	 	TENANT:
	 	 	 
	 	FlexShopper, LLC,
    a North Carolina limited liability company
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	




 


 






    D-2


     


    

 


EXHIBIT
E


 


TENANT’S
COMMENCEMENT LETTER





 


	To:	Mainstreet
    CV North 40, LLC, a Delaware limited liability company (“Landlord”)


 


		Date:	_________________,
2017



 


Tenant’s
Commencement Letter


 


____________________________________


 


The
undersigned, as the Tenant under that certain Office Lease (the “Lease”) dated ________, 201__, made and entered into
between Landlord, and the undersigned, as Tenant, hereby certifies that:


 


	 	1.	The
    undersigned has accepted possession and entered into occupancy of the Premises described in the Lease.


 


	 	2.	The
    Commencement Date of the Lease was ________________, 201__.


 


	 	3.	The
    Expiration Date of the Lease is __________________, 20___.


 


	 	4.	The
    Lease is in full force and effect and has not been modified or amended.


 


	 	5.	Landlord
    has performed all of its obligations to improve the Premises for occupancy by the undersigned, except for the following punch-list
    items (none if left blank): ________________________________________________________.


 


	 	Dated this _____ day of
    _______, 2017.
	 	 	 
	 	FlexShopper,
    LLC, a North Carolina limited liability company
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	


 



    E-1


     


    







 


EXHIBIT
F


 


MEMORANDUM
OF LEASE


 


Prepared
By and Return To:





David
Itskovich, Esq.





NELSON
MULLIN BROAD AND CASSEL





LYNN
FINANCIAL CENTER





1905
NW CORPORATE BLVD, SUITE 310





BOCA
RATON, FLORIDA 33431





 


MEMORANDUM
OF LEASE


 


 


	 	A.	Lease:
    Office Lease Agreement dated ________________ (the “Lease”)


 


	 	B.	Landlord:
    Mainstreet CV North 40, LLC, a Delaware limited liability company
    (the “Landlord”)


 


	 	C.	Tenant:____________________________
    (the “Tenant”)


 


	 	D.	Premises:
    Suite __________ (the “Premises) in the building currently known located at ____________________, Boca Raton, Florida
    33487 (the “Building”), which building is situated in the land (the “Land”) legally described as follows:





 


See
attached.





 


	 	E.	Lien
    on Landlord’s Interest Prohibited. Tenant shall never, under any circumstances, have the power to subject the interest
    of Landlord in the Premises, the Building, or the Land to any mechanic’s, materialmen’s, or construction liens
    of any kind. In order to comply with the provisions of Chapter 713.10, Florida Statutes, it is specifically provided that
    neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors,
    materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics’, materialmen’s or
    construction liens of any kind whatsoever upon the Premises, the Building, the Land, or improvements thereon, and any such
    liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power
    to subject Landlord’s interest to any mechanics’, materialmen’s or construction lien of any kind or character,
    and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord’s interest
    or assets. Without limiting the generality of the foregoing, the Lease provides as follows: THE INTEREST OF LANDLORD IN THE
    PREMISES, THE BUILDING, AND THE LAND SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS TO THE PREMISES, THE BUILDING, AND/OR
    THE LAND MADE BY TENANT, NOTWITHSTANDING ANY APPROVAL BY LANDLORD OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR LANDLORD’S
    APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION
    OR IMPROVEMENT, TENANT SHALL NOTIFY THE CONTRACTOR MAKING IMPROVEMENTS TO THE PREMISES, THE BUILDING AND/OR THE LAND OF THE
    FOREGOING PROVISION, AND TENANT’S KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR SHALL RENDER THE
    CONTRACT BETWEEN TENANT AND THE CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR.








 


[Signature
Pages Follow]


 






    -i-


     


    




 


[SIGNATURE
PAGE FOR





MEMORANDUM
OF LEASE]


 


Landlord
and Tenant have signed this Memorandum of Lease as of the day and year first above written.


 


	WITNESS/ATTEST:	 	LANDLORD:
	 	 	 	 	 
	 	 	 	MAINSTREET CV NORTH 40, LLC, a Delaware limited liability company
	 	 	 	 	 
	Print Name:	          	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Print Name:	 	 	 	 
	 	 	 	 	By:	                   
	 	 	 	 	Name: 	 
			 	 	Title:	




 


	STATE OF	             	 
	COUNTY OF 	 	




 


The
foregoing instrument was acknowledged before me this ____ day of ____________, 20__, by ________________, as ________________________
of MAINSTREET CV NORTH 40, LLC, a Delaware limited liability company, on behalf of the company. S/He is personally known to me
or has produced _____________________________ as identification.





 


	 	 	 
	 	Print Name:	 
	 	Notary Public	 
	 	Commission No.	 
	 	My commission expires: 	 




 






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[SIGNATURE
PAGE FOR


MEMORANDUM
OF LEASE]





 





	WITNESS/ATTEST:	 	TENANT:
	 	 	 	 	 
	 	 	 	 	 
	Print Name:	          	 	 	 
	 	 	 	By:	                   
	Print Name:	 	 	Name: 	 
	 	 	 	Title:	 


 


	STATE OF	 	 
	COUNTY OF 	 	


 


The
foregoing instrument was acknowledged before me this ____ day of                                                        , 20__, by _____________________, as ______________
of ___ _________________________________________, a ____________________________, on behalf of the ___________. S/He is personally
known to me or has produced _____________________________________ as identification.


 


	 	 	 
	 	Print Name:	 
	 	Notary Public	 
	 	Commission No.	 
	 	My commission expires: 	 


 






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Table
of Contents


 


	 	Page
	OFFICE
    LEASE	1
	LEASE
    OF PREMISES	1
	BASIC
    LEASE PROVISIONS	1
	STANDARD
    LEASE PROVISIONS	5
	1. 	TERM	5
	2.	BASE
    RENT AND SECURITY DEPOSIT	7
	3.	ADDITIONAL
    RENT	8
	4. 	IMPROVEMENTS
    AND ALTERATIONS	13
	5. 	REPAIRS	19
	6. 	USE
    OF PREMISES	20
	7. 	UTILITIES
    AND SERVICES	24
	8.	NON-LIABILITY
    AND INDEMNIFICATION OF LANDLORD; INSURANCE	27
	9.	FIRE
    OR CASUALTY	31
	10.	EMINENT
    DOMAIN	32
	11.	ASSIGNMENT
    AND SUBLETTING	32
	12.	DEFAULT	35
	13.	ACCESS;
    CONSTRUCTION	40
	14. 	BANKRUPTCY	41
	15.	SUBSTITUTION
    OF PREMISES	41
	16. 	SUBORDINATION;
    ATTORNMENT; ESTOPPEL CERTIFICATES	42
	17. 	SALE
    BY LANDLORD; TENANT’S REMEDIES; NONRECOURSE LIABILITY	44
	18. 	PARKING;
    COMMON AREAS	45
	19. 	MISCELLANEOUS	46
	20.	NONRECOURSE
    LIABILITY; WAIVER OF CONSEQUENTIAL AND SPECIAL DAMAGES	54
	21.	RADON
    DISCLOSURE	55
	22.	WAIVERS
    BY TENANT	57


 





LIST OF EXHIBITS







 





	Exhibit A-1	Floor Plans of the Premises
	Exhibit A-2	Legal Description of the Project
	Exhibit B	Space Plan
	Exhibit C-1	Building Rules and Regulations
	Exhibit C-2	Construction Rules and Regulations
	Exhibit D	Form Tenant Estoppel Certificate
	Exhibit E	Tenant’s Commencement Letter
	Exhibit F	Memorandum of Lease




 


 


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