If Landlord fails to deliver possession of the Premises to Tenant on or before theCommencement Date for any reason other than a Force Majeure Event, the Rent Commencement Date shallbe delayed one day for each day after the Commencement Date until the date that Landlord actuallydelivers possession of the Premises to Tenant. Notwithstanding the foregoing, in the eventLandlord has not delivered possession of the Premises to Tenant within two (2) months after theCommencement Date for any reason other than a Force Majeure Event, (the “**Extended Delivery Date**”),the Rent Commencement Date shall be delayed by two (2) days for each day after the ExtendedDelivery Date until the date that Landlord actually delivers possession of the Premises to Tenant.In addition, in the event Landlord has not delivered possession of the Premises to Tenant withinthree (3) months after the Commencement Date for any reason other than a Force Majeure Event,Tenant shall have the right to terminate this Lease upon written notice to Landlord at any time butprior to the date that Landlord actually delivers possession of the Premises to Tenant, whereuponthe parties shall have no further obligations to each other except those expressly set to survivetermination of this Lease. Tenant’s termination of the Lease in accordance with the terms providedin this paragraph, if applicable, will constitute full settlement of all claims which Tenant mightotherwise have against Landlord by reason of any delay in the delivery of Premises to Tenant. Forpurposes of this Lease, a “Force Majeure Event” shall mean fire, earthquake, weather delays orother acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment,labor or materials, delays in issuance of governmental permits or approvals, or any other causebeyond the reasonable control of either party, provided, however, that a Force Majeure Event shallbe inapplicable to any payments of money due under this Lease or to lack of funds for Landlord tofund the Tenant Improvement Allowance. Landlord and Tenant acknowledge and agree that any delaydue to a Force Majeure Event referenced in this Section 2 shall be taken into account for only upto thirty (30) days in the aggregate for any or all Force Majeure Events, and any delay referencedin this Section 2 due to Force Majeure Events which shall exceed thirty (30) days in the aggregateshall constitute a delay for purposes hereof and shall not be subtracted from the total number ofdays of delay of Landlord.3. SECURITY DEPOSIT: Tenant shall deliver to Landlord, upon Tenant’s execution ofthis Lease, a Letter of Credit (as hereinafter defined) in the amount of $1,250,000.00, as aguaranty for the faithful performance and observance by Tenant of the terms, covenants andconditions of this Lease. The letter of credit shall be in the form of a clean, irrevocable,non-documentary and unconditional stand-by letter of credit (the “**Letter of Credit**”) issued by anddrawable upon a commercial bank, trust company, national banking association or savings and loanassociation with an AM Best’s Financial Strength Rating equal to or better than “aa” (or suchother rating service which would be equivalent thereto) which is reasonably acceptable to Landlordand which has offices for banking purposes in the City of Miami, Florida (the “**Issuing Bank**”). TheLetter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year,(c) permit multiple drawings, (d) be fully transferable by Landlord without the payment of any feesor charges by Landlord, and (e) otherwise be in form and content reasonably satisfactory toLandlord. If upon any
 
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transferof the Letter of Credit any fees or charges shall be so imposed, then such fees or charges shall bepayable solely by Tenant and the Letter of Credit shall specify that it is transferable withoutcharge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlordtherefor upon demand. The Letter of Credit shall provide that it shall be automatically renewed,without amendment or need for any other action, for consecutive periods of one year each thereafterduring the Term of this Lease, as the same may be extended (and in no event shall the Letter ofCredit expire prior to the 45th day following the expiration date of this Lease) unless the IssuingBank sends notice (the “**Non-Renewal Notice**”) to Landlord by certified mail, return receiptrequested, not less than 45 days next preceding the then expiration date of the Letter of Creditstating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bankshall agree with all beneficiaries, drawers, endorsers, transferees and bona fide holders thatdrafts drawn under and in compliance with the terms of the Letter of Credit will be duly honoredupon presentation to the Issuing Bank at an office location in Miami, Florida. The Letter ofCredit shall be subject in all respects to the International Standby Practices 1998, InternationalChamber of Commerce Publication No. 590.If (a) an Event of Default by Tenant occurs in the payment or performance of any of the terms,covenants or conditions of this Lease, including the payment of Rent, (b) Landlord receives aNon-Renewal Notice, or (c) Tenant fails to increase the Letter of Credit as required herein,Landlord shall have the right by sight draft to draw, at its election, all or a portion of theproceeds of the Letter of Credit and thereafter hold, use, apply, or retain the whole or any partof such proceeds, (x) to the extent required for the payment of any Rent or any other sum as towhich Tenant is in default including (i) any sum which Landlord may expend or may be required toexpend by reason of Tenant’s default, and/or (ii) any damages to which Landlord is entitledpursuant to this Lease, whether such damages accrue before or after summary proceedings or otherreentry by Landlord and/or (y) as cash proceeds to guaranty Tenant’s obligations hereunder, unlessand until Tenant delivers to Landlord a substitute Letter of Credit which meets the requirements ofthis Section 3, provided at such time no default or Event of Default by Tenant has occurred and iscontinuing, in which event Landlord shall have no obligation to accept such substitute Letter ofCredit and shall have the right to retain the cash proceeds. If Landlord applies any part of thecash proceeds of the Letter of Credit, Tenant shall promptly thereafter amend the Letter of Creditto increase the amount thereof by the amount so applied or provide Landlord with an additionalLetter of Credit in the amount so applied so that Landlord shall have the full amount thereof onhand at all times during the Term. If Tenant shall comply with all of the terms, covenants andconditions of this Lease, the Letter of Credit or the cash proceeds thereof, as the case may be,shall be returned to Tenant after the Expiration Date and after delivery of possession of thePremises to Landlord in the manner required by this Lease, including without limitation, Section 25of this Lease and Landlord shall execute such documents as are required to terminate the Letter ofCredit. Tenant shall have the right to replace the Letter of Credit with other collateralacceptable to Landlord in Landlord’s reasonable determination.
 
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Upon a sale or other transfer of the Premises or the Project, Landlord shall transfer theLetter of Credit or the cash proceeds to its transferee. With respect to the Letter of Credit,within 5 days after notice of such transfer, Tenant, at its sole cost, shall (if required byLandlord) arrange for the transfer of the Letter of Credit to the new landlord, as designated byLandlord inthe foregoing notice or have the Letter of Credit reissued in the name of the new landlord.Upon such transfer, Tenant shall look solely to the new landlord for the return of the Letter ofCredit or the cash proceeds and thereupon Landlord shall without any further agreement between theparties be released by Tenant from all liability therefor, and it is agreed that the provisionshereof shall apply to every transfer or assignment made of the Letter of Credit or the cashproceeds to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumberthe Letter of Credit or the cash proceeds and neither Landlord nor its successors or assigns shallbe bound by any such action or attempted assignment, or encumbrance.Notwithstanding anything to the contrary contained in this Section 3, if Tenant has notprovided Landlord with reasonable documentation as may be requested by Landlord to confirm that theTenant has received U.S. Food and Drug Administration approval of Tenant’s premarket approvalapplication for the HeartWare Ventricular Assist System for a bridge-to-transplant indication (the“**FDA Approval**”) on or before January 1, 2012, or if prior to January 1, 2012, Tenant’s liquid networth drops below $50,000,000.00, then Tenant shall be required to promptly amend the Letter ofCredit to increase the amount of the Letter of Credit by $750,000.00. In the event that Tenant hasincreased the amount of the Letter of Credit by $750,000.00, and Tenant subsequently obtains theFDA Approval, Landlord agrees that Tenant may amend the Letter of Credit to decrease the amount ofthe Letter of Credit to $1,250,000.00 and notwithstanding that Tenant’s liquid net worth may beless than $50,000,000.00. In addition, commencing on the sixth (6th) anniversary of theRent Commencement Date, and provided that (i) Tenant has not previously defaulted in its obligationto pay Rent to Landlord within the time periods set forth in this Lease (subject to the notice andcure periods provided for in this Lease),(ii) no Event of Default then exists and (iii) Tenant hashad at least four (4) consecutive quarters of profitability, Landlord agrees that Tenant may amendthe Letter of Credit to decrease the amount of the Letter of Credit to $750,000.00. Tenant shallprovide Landlord with such reasonable documentation as may be requested by Landlord to confirm thatthe Tenant has received the FDA Approval or to confirm that Tenant has had at least four (4)consecutive quarters of profitability. In the event that Tenant is required to increase theamount of the Letter of Credit in accordance with this Section 3 or permitted to decrease theamount of the Letter of Credit in accordance with this Section 3, Tenant shall either (x) deliverto Landlord a consent to an amendment to the Letter of Credit (which amendment must be reasonablyacceptable to Landlord and the Issuing Bank in all respects), increasing or reducing, asapplicable, the amount of the Letter of Credit by the amount of the permitted increase orreduction, and Landlord shall execute such consent and such other documents as are reasonablynecessary to increase or reduce the amount of the Letter of Credit in accordance with the termshereof, or (y) deliver a substitute Letter of Credit in compliance with this Section 3 whichLandlord will simultaneously exchange for the existing Letter of Credit and Landlord shall consentto the cancellation of such existing Letter of Credit. If Tenant delivers to Landlord a consent toan amendment to the Letter of Credit in accordance with the terms hereof, Landlord shall, within 10business days after delivery of such consent, either (1) provide its reasonable objections to suchamendment or (2) execute such consent in accordance with the terms hereof.
 
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4. BASE RENT:A. Base Rent: Commencing on the Rent Commencement Date, Tenant agrees to payLandlord, in monthly installments in advance, “Base Rent” of Ninety Eight Thousand TwoHundred Fourteen and No/100 Dollars ($98,214.00) for the first Lease Year. Monthly BaseRental installments of Ninety Eight Thousand Two Hundred Fourteen and No/100 Dollars ($98,214.00)shall be payable on the first day of each month during the Term of this Lease commencing on theRent Commencement Date and continuing on the first day of each month thereafter throughout theTerm. Each payment is to be made by Tenant without any offset or deduction whatsoever, except asexpressly provided herein, in lawful money of the United States of America, at Landlord’s addressabove specified or elsewhere as designated from time to time by Landlord’s written notice toTenant.Beginning on the first anniversary of the Rent Commencement Date and on each anniversarythereafter during the Term of this Lease, the Base Rent due from Tenant hereunder shall beincreased by an amount equal to three percent (3%) of the total Base Rent for the immediatelypreceding Lease Year (i.e. 2nd Lease Year = $1,213,925.00-; 3rd Lease Year = $1,250,343.00; etc.).B. Additional Rent: For purposes of this Lease, the following definitions shallapply:(i) Additional Rent shall equal the product of Tenant’s Pro-Rata SharePercentage (as defined below) multiplied by the sum of all of the Landlord’sOperating Expenses (as hereinafter defined) for the applicable Lease Year.(ii) “Operating Expenses” shall mean (without duplication of any costs andexpenses for which Tenant is responsible to pay directly as set forth in thisLease): (a) all of the costs and expenses Landlord incurs, pays or becomes obligatedto pay in connection with operating, managing (including management fees not toexceed three percent (3 %) per month), maintaining, repairing and insuring thePremises or the Common Areas for the particular Lease Year or portion thereof asreasonably determined by Landlord in accordance with generally accepted accountingpractices, (b) all other costs and expenses incurred by Landlord which wouldgenerally be regarded as operating, maintenance, repair, insurance and managementcosts and expenses relating to the Premises and the Common Areas.Operating Expenses shall not include *(a)*any expenditures for capital repairs,replacements and improvements, all of which shall be the sole responsibility ofLandlord and none of the foregoing shall be included in Operating Expenses andTenant shall not be required to reimburse Landlord for any of the foregoing; *(b)*expenses actually paid to Landlord by proceeds of insurance, or condemnationproceeds (including deed or other transfer in lieu of condemnation), or underwarranties or service contracts, or for which Landlord is otherwise reimbursed; *(c)*alterations and leasehold improvements attributable solely to tenants of the Projectother than Tenant; *(d)*interest, amortization, principal, or other payments on loansto Landlord whether secured or unsecured (except that interest payments on loansobtained by Landlord to finance expenditures that otherwise qualify as OperatingExpenses may be included, and principal payments on such loans may also be includedif the underlying expenditure
 
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 was not included in Operating Expenses when made); *(e)*depreciationof the Building and other applicable property on the Project**;***(f)*leasingcommissions and legal fees incurred in connection with leasing space in the Project;*(g)*legal fees, space planners’ fees, real estate brokers’ leasing commissions andadvertising expenses incurred in connection with the original or future leasing ofspace in the Project or legal fees incurred in connection with tenant disputes; *(h)*costs and expenses of alterations to the premises of other individual tenants oroccupants of space in the Project, including tenant build out, renovating orotherwise improving or decorating, painting or redecorating space; *(i)*costs ofcorrecting defects in, or inadequacy of, the design or construction of the Buildingand other buildings on the Project or the materials used in the construction of theBuilding and other buildings on the Project or the equipment or appurtenancesthereto; *(j)*costs and expenses associated with the operation of the business of theperson or entity which constitutes Landlord, such as Landlord’s general corporateoverhead, as the same are distinguished from the costs of operation of the Property,including accounting and legal matters, costs of defending any lawsuits with anymortgagee, and costs of selling or financing any of Landlord ‘s interest in theBuilding or the Project; *(k)*costs and expenses directly resulting from the grossnegligence or willful misconduct of Landlord or its agents; *(l)*expenses inconnection with services or other benefits of a type which are not generallyavailable to all tenants of the Project; *(m)*overhead and profit increments and anyother costs for services and materials paid to subsidiaries or other affiliates ofLandlord for services on or to the Building or the Project (or any portion thereof),to the extent that the costs of such services exceed competitive costs of suchservices were they not so rendered by a subsidiary or other affiliate of Landlord;*(n)*payments of rental concessions or negative cash flow guarantees, and rentalpayments under any ground or underlying lease or leases; *(o)*any compensation paidto clerks, attendants or other persons in commercial concessions operated byLandlord; *(p)*any costs, fines or penalties incurred due to violations by Landlordof any Applicable Laws or for late payment (and provided that Tenant has timely madeits payments of the Additional Rent as required under this Lease); *(q)*costs forsculptures, paintings or other art; *(r)*the cost of repairs or restoration incurredby reason of fire or other casualty or condemnation to the extent that either (i)Landlord is compensated therefor through the receipt of proceeds of insurance orcondemnation awards; or (ii) Landlord failed to obtain insurance against such fireor casualty, if such insurance was available at commercially reasonable rates; or(iii) Landlord is not fully compensated therefor due to the co-insurance provisionsof its insurance policies on account of Landlord’s failure to obtain a commerciallyreasonable and sufficient amount of coverage against such risk; provided, however,in no event shall the foregoing operate to exclude from Operating Expenses thecommercially reasonable deductible amounts under insurance policies maintained byLandlord; *(s)*electricity or other costs charged separately to other tenants, *(t)*any costs arising from correcting violations of any Applicable Laws, includingwithout limitation the Americans With Disabilities Act (the “**ADA**”), which were
 
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 in effect as of the date that actual possession of the Premises is delivered to Tenant(but specifically excluding any violations of Applicable Laws related to Tenant’sCompliance Obligations); (u) so-called “administrative charges” or other add-ons tothe total of Operating Expenses; *(v*) expenses related to vacant space, includingutility costs, security and renovation; (*w*) costs related to investigation of,testing for, removal and/or clean up of Hazardous Materials; *(x)*the cost ofovertime or other expense to Landlord in curing its defaults; *(y)*that proportionateportion of salaries and other employment costs of any employee (i) to the extentsuch employee is engaged in activities other than the direct operation ormaintenance of the Common Areas, or (ii) whose position is at or above the level ofproperty manager; or *(z)*the costs and expenses of Landlord not allowed to be passedthrough as Operating Expenses pursuant to the terms of Section 12 of this Lease.(iii) “Tenant’s Pro-Rata Share Percentage” shall mean one hundred (100%)percent with respect to the Building and thirty three and twenty two hundreths(33.22%) percent with respect to the Project. The total square footage of theProject on the Commencement Date is 394,211. If the rentable square footage in theProject or the Premises changes after the Commencement Date of this Lease (becausefor example, a portion of the Project is sold by the Landlord, or because Tenantleases additional space in the Project), Tenant’s Pro Rata Share Percentage of theProject shall be appropriately adjusted to be equal to the ratio of the total squarefootage of the Premises over the total square footage of the Project.In addition to the Base Rent, commencing on the Rent Commencement Date, Tenant shall pay toLandlord the Additional Rent, in each calendar year or partial calendar year, payable in monthlyinstallments as hereinafter provided. On or prior to the Rent Commencement Date and at leastthirty (30) days prior to the commencement of each calendar year thereafter, Landlord shall giveTenant written notice of Tenant’s estimated Additional Rent for the applicable calendar year andthe amount of the monthly installment due for each month during such year. Tenant shall pay toLandlord on the Rent Commencement Date and on the first day of each month thereafter the amount ofthe applicable monthly installment of Additional Rent, without notice, demand, offset or deduction(except as otherwise expressly set forth in this Lease), provided, however, that if the applicableinstallment covers a partial month, then such installment shall be prorated on a daily basis. IfLandlord fails to give Tenant notice of its estimated payments of Additional Rent in accordancewith this subsection for any calendar year, then Tenant shall continue making monthly estimatedpayments in accordance with the estimate for the previous calendar year until a new estimate isprovided by Landlord. If Landlord determines that, because of unexpected increases in OperatingExpenses or other reasons, Landlord’s estimate of Operating Expenses was too low, then Landlordshall have the right to give a new statement of the estimated Additional Rent due from Tenant forthe applicable calendar year or the balance thereof and to bill Tenant for any deficiency which mayhave accrued during each calendar year or portion thereof, and Tenant shall thereafter pay monthlyinstallments of Additional Rent based on such new statement. Within one hundred twenty (120) daysafter the end of each calendar year and the Expiration Date, Landlord shall prepare and deliver toTenant a statement showing Tenant’s actual Additional Rent for the applicable calendar year (the“**Statement**”), provided that with respect to the calendar year in which the Expiration Date occurs,(x) that calendar year shall be deemed to have commenced on January 1of that year and ended on the Expiration Date (the “**Final Calendar Year**”) and (y) Landlordshall have the right to reasonably estimate the actual Operating Expenses allocable to the FinalCalendar Year. If Tenant’s total monthly payments of Additional Rent for the applicable calendaryear are more than Tenant’s actual Additional Rent, then Landlord shall credit the amount of suchoverpayment to Tenant, provided, however, with respect to the Final Calendar Year, Landlord shallpay to Tenant the amount of such excess payments, less any additional amounts then owed toLandlord, within thirty (30) days after the Expiration Date. Any amount due Landlord as shown onany such statement shall be paid by Tenant within twenty (20) days after it is furnished to Tenant.
 
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If Tenant disputes the amount set forth in the Statement, Tenant shall have the right, atTenant’s sole expense, not later than ninety (90) days following receipt of such Statement, tocause Landlord’s books and records with respect to the calendar year which is the subject of theStatement to be audited by a certified public accountant mutually acceptable to Landlord andTenant. The audit shall take place at the offices of Landlord where its books and records arelocated in Miami-Dade County, Florida, at a mutually convenient time during Landlord’s regularbusiness hours. At the conclusion of such audit, Tenant shall provide a copy of the audit toLandlord, including all supporting documentation reasonably requested by Landlord. If Tenant’saudit indicates that Tenant made an overpayment to Landlord for such preceding year, Landlord shallcredit such amount to Tenant’s subsequent payments of rent, or if the Lease has terminated, remitthe amount of such overpayment to Tenant within thirty (30) days after receipt of the audit fromTenant. If such audit reveals an underpayment by Tenant, Tenant will remit the amount of suchunderpayment within thirty (30) days of Tenant’s delivery of the audit to Landlord. ShouldLandlord disagree with the results of Tenant’s audit, Landlord and Tenant shall use good faithefforts to resolve such dispute within sixty (60) days. If Landlord and Tenant have not resolvedtheir dispute in such sixty (60) day period, Landlord and Tenant shall refer the matter to amutually acceptable independent certified public accountant, who shall work in good faith withLandlord and Tenant to resolve the discrepancy. The fees and costs of such independent accountantto which such dispute is referred shall be shared pro rata to the extent each party is unsuccessfulas determined by such independent accountant, whose decision shall be final and binding. Tenantshall have no right to conduct an audit or to give Landlord notice that it desires to conduct anaudit at any time Tenant is in default under the Lease. The accountant conducting the audit shallbe compensated on an hourly basis and shall not be compensated based upon a percentage ofovercharges it discovers. No subtenant shall have any right to conduct an audit, and no assigneeshall conduct an audit for any period during which such assignee was not in possession of thePremises. Tenant’s right to undertake an audit with respect to any calendar year shall expireninety (90) days after Tenant’s receipt of the Statement for such calendar year, and such Statementshall be final and binding upon Tenant and shall, as between the parties, be conclusively deemedcorrect, at the end of such ninety (90) day period, unless prior thereto Tenant shall have givenLandlord written notice of its intention to audit Operating Expenses for the calendar year which isthe subject of the Statement. If Tenant gives Landlord notice of its intention to audit OperatingExpenses, it must commence such audit within sixty (60) days after such notice is delivered toLandlord, and the audit must be completed within one hundred twenty (120) days after such notice isdelivered to Landlord. If Tenant does not commence and complete the audit within such periods, theStatement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, asbetween the parties, be conclusively deemed correct. Tenant agrees that the results of anyOperating Expense audit shallbe kept strictly confidential by Tenant and shall not be disclosed to any other person orentity (except as it may be otherwise required by law or court order or by discovery rules in anylegal proceeding and provided that Tenant may share the results of any such audit with itsattorneys). In the event that Tenant’s audit reveals that the Operating Expenses have beenoverstated by 5% or more, Landlord shall pay the reasonable fees and expenses of the auditor, notto exceed $5,000.00.
 
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C. Sales Tax: In addition to Rent, Tenant shall and hereby agrees to pay to Landlordeach month a sum equal to any sales tax, tax on rentals, and any other similar charges, taxesand/or impositions now in existence (currently 7.0%) or hereafter imposed based upon the privilegeof renting the space leased hereunder or upon the amount of Rent and any other charges collectedtherefor.D. Late Fees: Tenant shall be required to pay Landlord a late fee equal to 5%together with default interest on any Rent due that remains unpaid for ten (10) days after its duedate. Said default interest will be computed from the due date at a rate the lesser of: (i)fifteen (15%) percent per annum, or (ii) the highest rate permitted by law.E. Definition of Rent. The term “Rent” as used in this Lease shall mean Base Rent,Additional Rent and all other charges and costs due by Tenant to Landlord under this Lease.F. Rent Abatement. Notwithstanding anything to the contrary contained in this Lease,Tenant shall not be required to pay Base Rent or Additional Rent for the period from theCommencement Date until the Rent Commencement Date (the “Rent Abatement Period”). Tenant shall berequired to transfer all utility accounts for the Premises into Tenant’s name effective as of thedate that actual possession of the Premises is delivered to Tenant, and Tenant shall be responsibleto pay for all utilities used at the Premises beginning on the date that actual possession of thePremises is delivered to Tenant.5. REAL PROPERTY TAXES/ASSESSMENTS:Beginning on the Rent Commencement Date, Tenant shall be responsible for and shall pay beforedelinquency all real estate taxes or assessments, general, special, ordinary or extraordinary,improvement bond or bonds imposed on the Premises or any portion thereof by any authority havingthe direct or indirect power to tax, including any city, county, state or federal government, orany school, agricultural, sanitary, fire, street, drainage or other improvement district thereof,as against any legal or equitable interest of Landlord in the Premises or in any portion thereof(collectively “**Real Property Taxes**”), assessed from the Rent Commencement Date through theExpiration Date.The foregoing notwithstanding, at Landlord’s option, Tenant shall pay to Landlord, togetherwith and in addition to each monthly installment of Additional Rent, an amount deemed sufficient byLandlord to provide Landlord with funds sufficient to pay the Real Property Taxes next due at leastthirty (30) days before the date the same are due.Notwithstanding the foregoing, Real Property Taxes will not include any income, excessprofits, single business, inheritance, succession, transfer, franchise, capital or other tax orassessments upon Landlord or Landlord’s interest in the Premises or the Project, or any fine,penalty, cost or interest for any Real Property Taxes Landlord failed to timely pay (providedthat Tenant has timely paid the Additional Rent due hereunder).
 
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Commencing with calendar year 2011, Landlord will file a contest of the amount or validity ofReal Property Taxes for each tax fiscal year by appropriate administrative and legal proceedings,and Landlord shall proceed diligently to obtain a resolution of said contest.6. PERSONAL PROPERTY TAXES: Beginning on the date that actual possession of thePremises is delivered to Tenant, Tenant shall pay prior to delinquency all taxes assessed againstand levied upon trade fixtures, furnishings, equipment and all other personal property of Tenantcontained in the Premises or related to Tenant’s use of the Premises, assessed from the date thatactual possession of the Premises is actually to Tenant through the Expiration Date. If any ofTenant’s personal property shall be assessed with Landlord’s real or personal property, Tenantshall pay to Landlord the taxes attributable to Tenant within thirty (30) days after receipt of awritten statement from Landlord setting forth the taxes applicable to Tenant’s property(accompanied by the document(s) from the taxing authorities which evidence such assessment).7. UTILITIES: Tenant shall pay throughout the Term (prior to delinquency) all chargesand expenses for all utilities servicing the Premises, including, but not limited to, charges forgas, telephone, electricity, storm water and water together with all connection charges. Tenantshall pay all charges for metered water, sewer service charges and other fees or charges lawfullyimposed by any public authority upon or in connection with the Premises, if any. Landlordrepresents that all utilities (electric, water, gas, telephone, sanitary and storm sewer, includingbut not limited to all necessary lines and equipment) are installed and are available to thePremises so long as the use of the Premises is consistent with the use that was made by the formeroccupant of the Premises, and that there are no hook-up, impact or other similar fees to be paidfor the current amounts of utility services available at the Premises. If Tenant changes the useof the Premises to a use that is not consistent with the use that was made by the former occupantof the Premises, Tenant shall be solely responsible for any hook-up, impact or other similar feesrelated to such change in use. Tenant shall also be responsible for any deposits required by anyutility provider.8. TIME OF PAYMENT: Tenant agrees that Tenant shall promptly pay said Rent at thetimes and place stated above; and Tenant shall promptly pay any other charges that accrue underthis Lease.9. USE: The Tenant will use and occupy the Premises for general office,administrative, laboratory, research and development, manufacturing, quality control, warehousingand distribution and related uses, and for no other use or purpose (the “**Permitted Use**”) .In the event that Tenant uses the Premises for purposes not expressly permitted herein, theLandlord may, in addition to all other remedies available to it, restrain said improper use byinjunction.10. QUIET ENJOYMENT: Upon payment by Tenant of the Rent herein provided, and upon theobservance and performance of all terms and provisions, on Tenant’s part to beobserved and performed under this Lease, Tenant shall, subject to all of the terms andprovisions of this Lease, peaceably and quietly hold and enjoy the Premises for the Term herebydemised.
 
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11. COMPLIANCE WITH LAWS.A Tenant will not make or permit any occupancy or use of any part of the Premises for anyhazardous, offensive, dangerous, noxious or unlawful occupation, trade, business or purpose or anyoccupancy or use thereof which is contrary to any law, by-law, ordinance, rule, permit or license,and will not cause, maintain or permit any nuisance in, at or on the Premises; provided, however,that the Permitted Use, if conducted in conformance with the terms of this Lease, all ApplicableLaws which relate to the Permitted Use, and reasonable and customary standards for general office,administrative, laboratory, research and development, manufacturing, quality control, warehousingand distribution space, shall not be deemed to be a hazardous, offensive, dangerous, or noxiousoccupation, trade, business or purpose or a nuisance, unless it adversely affects tenants oroccupants outside the Premises in a significant manner. Tenant shall not place any loads upon thefloors, walls, or ceiling which endanger the structure (but Tenant shall have the right to upgradesuch floors, walls or ceiling to accommodate loads, if necessary, as an alteration to the Premisesin accordance with the terms of Section 12 hereof), or place any harmful fluids or other materialsin the drainage system of the Premises or Land (other than fluids or other materials in compliancewith laws, regulations and codes applicable to the drainage system of the Premises), or overloadexisting electrical or other mechanical systems (but Tenant shall have the right to upgrade suchfloors, walls or ceiling to accommodate loads, if necessary, as an alteration to the Premises inaccordance with the terms of Section 12 hereof). Tenant shall not use any machinery or equipmentin the Premises that causes excessive noise or vibration perceptible from the exterior of thePremises, as reasonably determined by Landlord, or that unreasonably interferes with the use orenjoyment of the Project by other tenants or lawful occupants. No waste materials or refuse shallbe dumped upon or permitted to remain outside of the Premises except in trash containers placedinside exterior enclosures designated by Landlord for that purpose. No materials, supplies,equipment, finished products or semi-finished products, raw materials or articles of any similarnature shall be permitted to remain outside the Premises or on any portion of the common areas(other than during construction of the Tenant Improvements) unless otherwise approved by Landlordin its sole discretion. Subject to the terms of Sections 50 and 52 of this Lease, no sign, antennaor other structure or thing shall be erected or placed on the Premises or any part of the exteriorof any building or on the Land or erected so as to be visible from the exterior of the Buildingcontaining the Premises without first securing the written consent of the Landlord, which shall notbe unreasonably withheld, conditioned or delayed.Tenant will, at Tenant’s sole cost and expense, comply with all Applicable Laws (includingthe ADA) which affect the carrying on of the business being conducted in the Premises, asdistinguished from the physical facilities in which such business is being conducted. Landlord willbear the expense of any alterations or improvements or repairs to the Premises ordered by anygovernmental authority, unless such alterations or improvements or repairs (i) relate solely to thetype of business conducted in the Premises by Tenant or the manner in which Tenant is conductingTenant’s business in the Premises, (ii) relate to the Tenant Improvements being constructed byTenant pursuant to the Work Letter attached hereto as Exhibit B, or (iii) are required solely byvirtue of any other
 
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alterations undertaken by Tenant to the Premises (items (i)through (iii), “**Tenant’s Compliance Obligations**”). Notwithstanding the same, if Landlord isrequired to bear the expense of operating, replacing, modifying and/or adding improvements orequipment mandated by any law, statute, regulation or directive of any governmental agency enactedon or after the date that actual possession of the Premises is delivered to Tenant, and any repairsor removals necessitated thereby (including, but not limited to, the cost of complying with the ADAand regulations of the Occupational Safety and Health Administration that may be enacted from andafter the date that actual possession of the Premises is delivered to Tenant), the cost shall beamortized over the useful life of the improvement or equipment, as reasonably determined byLandlord, together with an interest factor on the unamortized cost of six percent (6%) per annumand passed through to Tenant as an Operating Expense in accordance with Section 4.B. of this Lease.Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant agreethat if necessary with regard to the Tenant Improvements or any other Alterations by Tenant thatLandlord and Tenant (i) will split equally the cost for any abatement related to the presence ofasbestos in the black a/c duct seam mastic material on the air ducts above the ceiling tiles withinBuilding 7C and any other asbestos containing material identified within the Premises whichrequires abatement and (ii) will reasonably cooperate in approving any plan for such abatement andthe contractor selected to complete such abatement. Tenant further agrees that it will usecommercially reasonable efforts to minimize any disturbance of any asbestos containing material inconnection with the Tenant Improvements or any other Alterations**.**Landlord will, at Landlord’s sole cost and expense (subject to Landlord’s right to passthrough such cost and expense as an Operating Expense in accordance with Section 4.B. of this Leaseif any such Applicable Laws are enacted on or after the date that actual possession of the Premisesis delivered to Tenant), take such action as may be necessary or appropriate to cause the CommonAreas to comply with all applicable laws of all governmental authorities (the “**Applicable Laws**”)throughout the Term.Landlord represents that as of the date of this Lease, and except as specifically set forth inthis Lease, Landlord has not received written notice from any governmental authority that eitherthe Premises or the Project is not in substantial compliance, in all material respects, withApplicable Laws. In addition, Landlord represents that, as of the date of this Lease, Landlord hasnot received written notice from any governmental authority of any non-compliance issues with theADA on or about the Premises or the Project.B. Tenant agrees not to generate, store or use any Hazardous Materials (as hereinafterdefined) on or about the Premises, except (a) those used by Tenant in its general office operationsand janitorial services, in both cases limited to such Hazardous Materials in such amounts as arecustomarily used in general office uses and for janitorial service provided to general office uses,and (b) those used in connection with the Permitted Use, and in each case only in compliance withany and all applicable Environmental Laws (also as hereinafter defined). Tenant shall provideLandlord, upon Landlord’s written request, with copies of all Material Safety Data Sheets(“**MSDS**”) for Hazardous Materials used or stored in the Premises. Tenant agrees to notifyLandlord prior to using any Hazardous Materials on the Premises which require special precautionsor facilities. In all events, Tenant agrees not to release or to permit Tenant’s contractors,subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legallyresponsible (collectively, “**Tenant Responsible Parties**”) to release anyHazardous Materials on the Premises in violation of or that requires reporting under anyEnvironmental Law, and not to dispose of Hazardous Materials (a) on the Premises or (b) from theLand to any other location except a properly approved disposal facility and then only in compliancewith any and all Environmental Laws regulating such activity, nor permit any Tenant ResponsibleParty to do so.
 
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For purposes of this Lease, “Hazardous Materials” shall mean any substance regulatedunder any Environmental Law, including those substances defined in 42 U.S.C. Sec. 9601(14) or anyrelated or applicable federal, state or local statute, law, regulation, or ordinance, pollutants orcontaminants (as defined in 42 U.S.C. Sec. 9601(33), petroleum (including crude oil or any fractionthereof), any form of natural or synthetic gas, sludge (as defined in 42 U.S.C. Sec. 6903(26A),radioactive substances, hazardous waste (as defined in 42 U.S.C. Sec. 6903(27)) and any otherhazardous wastes, hazardous substances, contaminants, pollutants or materials as defined, regulatedor described in any of the Environmental Laws. As used in this Lease, “**Environmental Laws**” meansall federal, state and local laws, as the same may be amended, relating to the protection of theenvironment or health and safety, and any rule or regulation promulgated thereunder and any order,standard, interim regulation, moratorium, policy or guideline of or pertaining to any federal,state or local government, department or agency, including but not limited to the ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, as amended, the SuperfundAmendments and Reauthorization Act of 1986, the Clean Water Act, the Clean Air Act, the ToxicSubstances Control Act, the Occupational Safety and Health Act, the Federal Insecticide, Fungicideand Rodenticide Act, the Marine Protection, Research, and Sanctuaries Act, the NationalEnvironmental Policy Act, the Noise Control Act, the Safe Drinking Water Act, the ResourceConservation and Recovery Act, as amended, the Hazardous Material Transportation Act, the RefuseAct, the Uranium Mill Tailings Radiation Control Act and the Atomic Energy Act and regulations ofthe Nuclear Regulatory Agency, Florida Statutes Chapters 369 through 380 and any other state andlocal counterparts or related statutes, laws, regulations, and order and treaties of the UnitedStates.C. Tenant shall permit Landlord and Landlord’s agents, representatives and employees,including, without limitation, legal counsel and environmental consultants and engineers, access tothe Premises at any time during the Term upon at least 72 hours’ prior written notice (which noticeshall indicate where within the Premises Landlord intends to investigate, the reason for theinvestigation, and identifies, to the extent practicable, the persons conducting suchinvestigation) for purposes of conducting environmental assessments; provided, however, that suchassessments may only be conducted if (i) Landlord has reason to believe that there has been arelease or a material threat of release of Hazardous Materials in a reportable quantity at thePremises or arising from Tenant’s activities at the Premises or (ii) requested by an actual orprospective mortgage lender, purchaser or equity investor, and shall, to the extent practicable, beconducted at a time designed to minimize interference with Tenant’s operations (Tenantacknowledging that, in the event of an emergency, it shall have no right to object to such timing).In addition to the written notice set forth in the immediately preceding sentence, Landlord shallendeavor to provide verbal notice to David McIntyre, the facilities manager, or such other employeeof Tenant as Tenant may designate to Landlord from time to time for the purposes of conductingenvironmental assessments. Landlord shall permit Tenant or Tenant’s representatives to be presentduring any such assessment, and any
 
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investigation,testing or sampling,  provided that Landlordshall not, except in the event of an emergency, be allowedaccess to the area designated by Tenant as the “clean rooms” without being accompanied by anauthorized representative of Tenant, and Landlord shall comply with all of Tenant’s commerciallyreasonable rules and regulations regarding access to the “clean rooms”. Landlord shall avoidmaterially interfering with Tenant’s use of the Premises during any entrance on to the Premises aspermitted hereunder, and upon completion of Landlord’s assessment, investigation, and sampling,shall promptly repair and restore the affected areas of the Premises from any damage caused by theassessment. Such assessment shall be at Landlord’s expense, provided that if the assessment showsthat a release of Hazardous Materials by Tenant or Tenant Responsible Parties in violation of thisLease has occurred, then Landlord’s actual, reasonable, out-of-pocket costs relating to suchassessment shall be reimbursed by Tenant. If Landlord collects any samples from the Premises inconnection with any such assessment, Landlord shall give Tenant reasonable prior notice thereof andTenant shall be permitted to collect split samples, and, if Tenant so requests, Landlord shallprovide to Tenant a portion of any sample being tested to allow Tenant, if Tenant so chooses, toperform its own testing.D. Tenant shall prepare a written environmental contingency plan sufficient to comply withEnvironmental Laws and good practice for first class laboratory space (“**Environmental ContingencyProgram**”) and shall revise the same from time to time as reasonably necessary because of changes inoperations within the Premises, changes in applicable Environmental Laws, and changes in customarypractice for environmental contingencies in first class laboratory space. Landlord acknowledgesthat Tenant has delivered a copy to Landlord of Tenant’s Environmental Contingency Program asexisting on the date hereof and that as of the date hereof Tenant has complied with its obligationhereunder to prepare an Environmental Contingency Program. Tenant shall implement theEnvironmental Contingency Program as necessary in accordance with the approved plan (as it may berevised) and shall, within 14 days after Landlord’s written request, provide Landlord with copiesof all reports and documentation prepared in connection therewith. Within 14 days after Landlord’swritten request, Tenant shall provide Landlord with copies of any routine safety audits conductedby Tenant in the ordinary course of Tenant’s business. Landlord may from time-to-time undertake anenvironmental audit in accordance with the terms of subsection C. above to assess the compliance ofTenant with applicable Environmental Laws if Landlord reasonably believes that Tenant is not thenin compliance with such Environmental Laws or if there is any release of Hazardous Materialsrequired to be reported under any Environmental Law that arises out of the use, operation, oroccupancy of the Premises or Land by Tenant or any Tenant Responsible Parties during the Term ofthis Lease and any further period during which Tenant or any Tenant Responsible Party retains use,operation or occupancy of the Premises (a “**Tenant’s Release**”). In addition, Tenant shallinvestigate, assess, monitor and report as required by applicable Environmental Law, at Tenant’ssole cost and expense, any Tenant’s Release. Further, Tenant shall remediate, in compliance withapplicable Environmental Laws, at Tenant’s sole cost and expense, any Tenant’s Release requiringremediation in compliance with applicable Environmental Laws. Tenant shall submit to Landlord, forLandlord’s prior approval, a work plan outlining in reasonable detail any Remedial Work to beperformed by Tenant hereunder (the “**Remedial Work Plan**”). Landlord shall not unreasonably withholdor delay its approval of such Remedial Work Plan if (i) it complies with all applicableEnvironmental Laws; and (ii) the Remedial Work outlined therein reasonably appears sufficient toremediate the releases to the level provided for in this Section 11.D. If Tenant is obligated toremediate a Tenant’s Release under this Lease, Tenant shall be obligated to remediate the Tenant’sRelease to a level that will permit the Premises to be used for first  class
 
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 office, laboratory, and research and developmentuses under Applicable Laws. Notwithstanding the foregoing, Tenant’s obligation to remediate inconnection with a Tenant Release shall not require the Tenant to remediate the Premises to a levelthat would allow the Premises to be used for residential, school or day care purposes. Tenantshall provide to Landlord copies of any submittals to governmental authorities simultaneously withsuch submittal to the governmental authorities. Tenant or the Tenant Responsible Party, asappropriate, shall sign any manifests or other documents as the waste generator for any HazardousMaterials it disposes of or sends off site or otherwise arising from a Tenant’s Release. ThisSubsection shall survive the Term of this Lease and shall be subject to the provisions of Section26 of this Lease. Tenant’s remediation obligation set forth in this Subsection shall not limitLandlord’s right to damages, if any, which Landlord may incur due to any unremediated HazardousMaterials resulting from a Tenant’s Release.E. Tenant shall pay for all costs reasonably and actually incurred by Landlord, forindependent consultants or otherwise, in connection with inspections, investigations, and/orresponse actions concerning a Tenant’s Release or the threat of a Tenant’s Release.F. Tenant may require that any representative of Landlord entering into a secured portion ofthe Premises (which has been identified by Tenant to Landlord in advance as containing proprietaryinformation) for the purposes set forth in this Section 11 execute a confidentiality agreement withrespect to Tenant’s proprietary information, provided, however, that such agreement is subject toLandlord’s prior approval (not to be unreasonably withheld). Landlord agrees to hold anyproprietary information identified by Tenant and supplied to Landlord pursuant to this Section11.F. (“**Confidential Information**”) in confidence, subject to disclosures to the extent that suchdisclosure is required by law or court order or by discovery rules in any legal proceeding.Notwithstanding the foregoing, Landlord may disclose such Confidential Information to its lenders,attorneys, and consultants in connection with the financing or sale of the Property or Landlord’sreview of such information.G. Any inspections, testing, approvals, or requirements by Landlord with respect to HazardousMaterials which are Tenant’s responsibility under this Lease shall be for the sole benefit ofLandlord and Tenant shall have no right to rely on Landlord or its consultants with respect tomatters relating to such Hazardous Materials, and Tenant shall be solely responsible therefor.H. Landlord represents to Tenant that, except as set forth in Section I. below (the “**DisclosedEnvironmental Matter**”), Landlord has not received written notice from any governmental agencyregarding the existence of any Hazardous Materials on or about the Premises, the presence of whichviolates any applicable Environmental Laws. Except in the event that Tenant uses the Premises forresidential purposes, for a school or day care center, or if Tenant uses groundwater at thePremises for drinking purposes, Landlord shall indemnify, defend, and hold Tenant, and itsemployees, officers and directors harmless from all claims, liabilities, losses, costs and expenses(including reasonable attorney fees) arising out of Landlord’s introduction of any HazardousMaterials on or about the Premises or out of the Disclosed Environmental Matter. In addition, andnotwithstanding anything to the contrary contained in this Lease, Landlord acknowledges and agreesthat Tenant shall have noresponsibility to assess or remediate any Hazardous Materials that were not introduced to theProject or the Premises by Tenant or any Tenant Responsible Party, including but not limited to anyHazardous Materials related to the Disclosed Environmental Matter, or to indemnify Landlord for anyclaims, liabilities, losses, costs and expenses related to any Hazardous Materials that were notintroduced to the Project or the Premises by Tenant or any Tenant Responsible Party, including butnot limited to any Hazardous Materials related to the Disclosed Environmental Matter.
 
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I. Tenant expressly acknowledges and agrees that in accordance with the terms of that certainCovenant Running with the Land in favor of Miami Dade County Florida, recorded in Official RecordsBook 26889, Page 3982 of the Public Records of Miami-Dade County, Florida (the “**Covenant**”),Landlord has disclosed to Tenant that a portion of the Project is the subject of a Miami-DadeCounty Department of Environmental Resource Management (“**DERM**”) Risk Based Corrective Action SiteClosure Permit, under that certain permit RBCA-026. Landlord agrees to forward to Tenant anynotices of any planned inspections of the Premises pursuant to the terms of the Covenant receivedby Landlord from DERM promptly after Landlord’s receipt thereof.12. MAINTENANCE AND REPAIR OF PREMISES; ALTERATIONS:A. Tenant, at Tenant’s own expense will keep and maintain the Premises continuously in a neatand attractive manner, in good repair and in tenantable condition during the Term. Notwithstandinganything in the Lease to the contrary, the only maintenance and repair obligations Tenant shallhave are to the interior non-structural portions of the Premises and to the HVAC system, plumbing,wiring and other utility facilities inside of the Premises which are located above the floor slabof the Premises and which are not otherwise required to be maintained or repaired by Landlordpursuant to the terms of this Lease.Landlord shall, at its sole cost and expense, maintain, repair and replace all structuralcomponents of the Premises (including, but not limited to, the foundation, bearing walls and roofstructure). Landlord acknowledges and agrees that Landlord shall not have the right to passthrough the cost and expense to maintain, repair and replace structural components of the Premisesas an Operating Expense in accordance with Section 4.B. of this Lease. Landlord shall, at its solecost and expense(subject to Landlord’s right to pass through such cost and expense as an OperatingExpense in accordance with Section 4.B. of this Lease) maintain, repair and replace the exteriorwindows, the exterior walls, floor slab (and, to the extent repair is required due to the conditionof the slab or conditions under the slab, the floor coverings), the sprinkler system, gutters,downspouts and canopies of the Premises, building systems, all plumbing, wiring and other utilityfacilities within or under the floor slab of the Premises, all plumbing, wiring and other utilityfacilities serving the Premises up to their points of connection with the meter for such utilitiesserving the Premises, as necessary to keep the same in good order, condition and repair, ordinarywear and tear and damage by casualty excepted. Subject to the terms of Section 23(C) herein,Landlord shall be responsible at its sole cost and expense (without the right to pass through anysuch expenses as Operating Expenses) to repair and replace all damage to the Premises caused byLandlord or any of its employees, partners, agents, invitees or contractors.
 
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B. Tenant shall not, without Landlord’s prior written consent, which may be given or withheldin Landlord’s sole discretion, make any alterations, improvements, additions, utility installationsor repairs (hereinafter collectively referred to as “**Alterations**”) in, on or about the Premises orthe Project. Alterations shall include, but shall not be limited to, the installation oralteration of security or fire protection systems, communication systems, electrical distributionsystems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. The term“Alterations” expressly excludes any improvements made to the Premises by Tenant in accordance withthe Work Letter. At the expiration of the Term, Landlord may require the removal of any Alterationsinstalled by Tenant and the restoration of the Premises to their prior condition, at Tenant’sexpense, if Landlord advised Tenant at the time of its approval of such Alterations that suchAlterations would be required to be removed at the end of the Term, and further provided thatTenant shall not have to remove any of the Tenant improvements installed pursuant to the terms ofthe Work Letter attached hereto as Exhibit B. Should Landlord permit Tenant to make its ownAlterations, Tenant shall use only such general contractor, architect or engineer as have beenexpressly approved by Landlord, which approval shall not be unreasonably withheld, conditioned ordelayed, and Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense,for any Alterations that will exceed $1,000,000, a payment and performance bond in an amount equalto the estimated cost of such Alterations, to insure Landlord against any liability for mechanic’sand materialmen’s liens and to insure completion of the work. In addition, Tenant shall pay toLandlord a fee equal to the lower of two percent (2.0%) of the cost of the Alterations or$50,000.00 to compensate Landlord for the overhead and other costs it incurs in reviewing the plansfor the Alterations and in monitoring the construction of the Alterations. Should Tenant make anyAlterations without the prior approval of Landlord, or use a contractor, architect or engineer notexpressly approved by Landlord, Landlord may, at any time during the Term of this Lease, requirethat Tenant remove all or part of the Alterations and return the Premises to the condition it wasin prior to the making of the Alterations. In the event Tenant makes any Alterations, Tenantagrees to obtain or cause its contractor to obtain, prior to the commencement of any work,“builders risk” insurance in a reasonable amount and workers compensation insurance.C. Any Alterations in or about the Premises that Tenant shall desire to make shall bepresented to Landlord in written form, with plans and specifications which are sufficientlydetailed to obtain a building permit (to the extent that a building permit is required therefor).If Landlord consents to an Alteration, the consent shall be deemed conditioned upon Tenantacquiring a building permit from the applicable governmental agencies (to the extent that abuilding permit is required therefor), furnishing a copy thereof to Landlord prior to thecommencement of the work, and compliance by Tenant with all conditions of said permit in a promptand expeditious manner. Tenant shall provide Landlord with as-built plans and specifications forany Alterations made to the Premises.D. Notwithstanding anything to the contrary contained in this Section 12, for work which (i)will cost less than $50,000.00 on an annual basis, (ii) which does not affect the structure of theBuilding or any of the Building’s systems, including without limitation, the electrical, plumbing,HVAC or mechanical systems, and (iii) which will not be visible from any Common Areas, Tenant shallnot be required to obtain the prior written consent of Landlord or to pay any fee for monitoringthe construction of any such Alterations, however, Landlord mustreceive no less than ten (10) business days written notice prior to the commencement of saiddecorative work and Tenant must otherwise comply with the terms of this Section 12.
 
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13. MECHANICS LIENS: Tenant shall keep the Premises and all parts thereof at alltimes free of mechanic’s liens and any other lien for labor, services, supplies, equipment ormaterial purchased or procured, directly or indirectly, by or for Tenant. Tenant further agreesthat Tenant will promptly pay and satisfy all liens of contractors, subcontractors, mechanics,laborers, materialmen, and other items of like character, and will indemnify Landlord against allexpenses, costs and charges, including bond premiums for release of liens and attorneys fees andcosts reasonably incurred in and about the defense of any suit in discharging the Premises, fromany liens, judgments, or encumbrances caused or suffered by Tenant. In the event any such lienshall be made or filed, Tenant shall bond against or discharge the same within sixty (60) daysafter the same had been made or filed and Tenant has actual notice thereof. The foregoingnotwithstanding, in the event Landlord should be in the process of either selling the Premises ofrefinancing the Premises then Tenant shall bond against or discharge an such lien within ten (10)days after the same had been made or filed and Tenant has actual notice thereof. It is understoodand agreed between the parties hereto that the expenses, costs and charges above referred to shallbe considered as Rent due and shall be included in any lien for Rent.The Tenant herein shall not have any authority to create any liens for labor or material onthe Landlord’s interest in the Premises and all persons contracting with the Tenant for theconstruction or removal of any facilities or other improvements on or about the Premises, and allmaterialmen, contractors, mechanics, and laborers are hereby charged with notice that they mustlook only to the Tenant and to the Tenant’s interests in the Premises to secure the payment of anybill for work done or material furnished at the request or instruction of Tenant.In accordance with Florida Statutes 713.10, Landlord shall have the right to post on thePremises and to file and/or record in the Public Records or court registry, as applicable, noticesof non-responsibility and such other notices as Landlord may reasonably deem proper for theprotection of Landlord’s interest in the Premises. Tenant shall, before the commencement of anywork which might result in any lien on the Premises, give Landlord reasonable written notice underthe circumstances of its intention to commence said work.14. SUBORDINATION OF LEASE; ATTORNMENT: This Lease is subject and subordinate to anyand all mortgages now or hereafter encumbering the Premises, and to any renewals, extensions and/ormodifications thereof, on the condition that Tenant receives a commercially reasonablesubordination, non-disturbance and attornment agreement (an “SNDA”) from any such lienholders inform and substance reasonably acceptable to Tenant. Tenant agrees to use good faith andcommercially reasonable efforts to execute and acknowledge any such SNDA as Landlord reasonablyrequests (provided same is in form and substance reasonably acceptable to Tenant) within ten (10)business days after Landlord’s delivery of the same to Tenant. Tenant’s failure to execute theSNDA within ten (10) business days after written demand shall constitute an Event of Default byTenant hereunder. In the event Landlord’s interest in the Premises is transferred by reason offoreclosure or other proceeding for enforcement of any such mortgage, Tenant agrees to attorn toand recognize the rights of the transferee of Landlord’s interest in the Premises as if suchtransferee were the Landlord under this Lease, provided that Tenant’s rights and interests underthis Lease and its possession of the
 
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Premiseswill not  be disturbed or affected by the succession of such transferee to Landlord’sinterest in the Building or the Project. This provision shall be self-operative without theexecution of any further instruments. At the option of the holder of any such mortgage, uponwritten notice to Tenant, Tenant will simultaneously give to such holder a copy of any and alldefault notices to Landlord and such holder shall have the right (but not the obligation) to cureor remedy any default of Landlord during the period that is permitted to Landlord hereunder plus anadditional thirty (30) days, and Tenant will accept such curative or remedial action (if any) takenby Landlord’s mortgagee with the same effect as if such action had been taken by Landlord. Tenantfurther agrees to execute any commercially reasonable modification(s) of this Lease requested byany mortgagee if such modification does not increase Tenant’s obligations hereunder other than inan immaterial or *de minimis*manner or adversely affect Tenant’s rights hereunder.15. ASSIGNMENT AND SUBLETTING: Tenant shall not, directly or indirectly, assign,transfer, mortgage, pledge or otherwise encumber or dispose of this Lease or sublet the Premises orany part thereof or permit the Premises to be occupied by other persons. Any transfer of themajority control of the stock of Tenant shall be deemed an assignment hereunder, except that theexisting stockholders or Tenant may freely transfer stock among themselves, without the consent ofLandlord, and further provided that the foregoing portion of this sentence shall not apply tocorporations whose stock is traded through a national or regional exchange or over-the-countermarket. Any such transfer made in violation of the terms of this Lease shall be null and void andof no force and effect, and shall be deemed an Event of Default on the part of Tenant.Notwithstanding the foregoing: (a) Tenant shall be entitled to assign this Lease to an Affiliate of Tenantprovided that (i) Tenant delivers prior written notice to Landlord, (ii) the assigneeexecutes an assumption of this Lease, (iii) Tenant shall not be released from any andall obligations hereunder and (iv) Guarantor shall not be released from any obligationsunder the Guaranty; (b) Tenant shall be entitled to assign this Lease to an unaffiliated entity ofTenant provided that (i) Tenant delivers fifteen (15) days prior written notice toLandlord, (ii) the assignee executes an assumption of this Lease, (iii) Tenant deliversdocumentation and other evidence reasonably satisfactory to Landlord showing that suchassignee’s financial net worth is equal to or greater than that of Tenant, (iv) Tenantshall not be released from any and all obligations hereunder and (v) Guarantor shallnot be released from any obligations under the Guaranty; (c) Tenant shall be entitled to assign this Lease to an unaffiliated entity buyingall or substantially all of the assets of Tenant provided that (i) Tenant deliversfifteen (15) days prior written notice to Landlord, (ii) the assignee executes anassumption of this Lease, (iii) Tenant delivers documentation reasonably satisfactoryto Landlord evidencing such assignee’s financial net worth, (iv) Tenant shall not bereleased from any and all obligations hereunder and (v) Guarantor shall not be releasedfrom any obligations under the Guaranty; and
 
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 (d) Tenant shall be entitled to sublet portions of the Premises, provided that: (i)Tenant shall remain fully liable for all obligations under this Lease, (ii) Tenantshall give written notice to Landlord of such subletting, (iii) such subtenant shallsublease the Premises subject to the terms and provisions of this Lease and (iv)Guarantor shall remain fully liable for all obligations under the Guaranty.Notwithstanding the foregoing or anything in this Section to the contrary, Tenant may, without theconsent of Landlord, assign or sublet all or any part of the Premises to (i) a subsidiary orAffiliate of Tenant, (ii) any entity that acquires substantially all of the assets or stock ofTenant, (iii) any entity into which Tenant is merged or with which it is consolidated (providedsuch merger, consolidation or transfer of assets or stock under subsections (ii) and (iii) hereofis not being consummated for the purposes of subverting the intent of this Section 15), (iv) asublease of any or all of the warehouse space identified as part of the Premises, and/or (v) atransfer of any of the outstanding capital stock of Tenant through an “over the counter” market orany recognized national or overseas securities exchange, or in connection with an initial publicoffering. For purposes of this Section: (a) “Affiliate” shall mean any person or entity directlyor indirectly controlling, controlled by, or under common control with, Tenant, and (b) “control”shall mean the possession, directly or indirectly, of the power to direct or cause the direction ofmanagement of that entity, whether through ownership, or by contract or otherwise. Tenant agreesto provide Landlord with at least ten (10) business days prior written notice of a transfer to anAffiliate in accordance with this Section 15. Tenant expressly acknowledges and agrees that notransfer of any interest in this Lease or sublease of the Premises, whether consented to byLandlord or not, shall release Tenant from Tenant’s obligations hereunder or alter the primaryliability of Tenant to pay the rent and other sums due Landlord hereunder and to perform all otherobligations to be performed by Tenant hereunder or release the Guarantor from its obligations underits Guaranty unless otherwise expressly agreed to in writing by Landlord.16. HOLD HARMLESS:A. Except to the extent caused by the negligence or willful misconduct of an Indemnified Partyand subject to the terms of Section 23(c) of this Lease, Tenant hereby agrees to indemnify, defendand hold harmless Landlord and its employees, partners, agents, contractors, lenders and groundlessors (said persons and entities are hereinafter collectively referred to as the “IndemnifiedParties”) from and against any and all liability, loss, cost, damage, claims, loss of rents, liens,judgments, penalties, fines, settlement costs, investigation costs, the cost of consultants andexperts, attorneys fees, court costs and other legal expenses, insurance policy deductibles andother expenses (hereinafter collectively referred to as “Damages”) arising out of or related to an“Indemnified Matter” (as defined below). For purposes of this Section 16, an “Indemnified Matter”shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damagesif the liability or Damages arise out of or involve, directly or indirectly, (a) Tenant’s or itsemployees, agents, contractors or invitees (all of said persons or entities are hereinaftercollectively referred to as “Tenant Parties”) use or occupancy of the Premises or the Project, (b)any act, omission or neglect of a Tenant Party, or (c) any other matters for which Tenant hasagreed to indemnify Landlord pursuant to any other provision of this Lease. Tenant’s obligationshereunder shall include, but shall not be limited to (f) compensating the Indemnified Parties forDamages arising out of Indemnified Matters within ten (10) days after written demand from anIndemnified Party plus a reasonable period of time for Landlord’s
 
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investigationof the claim and (g) providing a defense, with counsel reasonablysatisfactory to the Indemnified Party, at Tenant’s sole expense, within ten (10) days after writtendemand from the Indemnified Party, of any claims, action or proceeding arising out of or relatingto an Indemnified Matter whether the fees for such counsel arise because the claim is litigated ornot, or whether reduced to judgment or whether or not well founded. If Tenant is obligated tocompensate an Indemnified Party for Damages arising out of an Indemnified Matter in accordance withthe terms of this Section 16, Landlord shall have the immediate and unconditional right, but notthe obligation, to in good faith pay the damages and Tenant shall, upon thirty (30) days advancewritten notice from Landlord, reimburse Landlord for the costs incurred by Landlord. By way ofexample, and not limitation, Landlord shall have the immediate and unconditional right to cause anydamages to the Common Areas, another tenant’s premises or to any other part of the Project to berepaired and to compensate other tenants of the Project or other persons or entities for Damagesarising out of an Indemnified Matter. This indemnity is intended to apply to the fullest extentpermitted by applicable law. Tenant’s obligations under this section shall survive the expirationor termination of this Lease unless specifically waived in writing by Landlord after saidexpiration or termination. Landlord hereby waives its right to recover consequential, special,indirect, exemplary or punitive damages (including but not limited to, lost profits) arising out ofan Indemnified Matter or a Tenant default.B. Tenant expressly acknowledges and agrees and that Landlord shall not be liable to Tenantfor any damages, losses or injuries to the persons or property of Tenant which may be caused by theacts, neglect, omissions or faults of any persons, firms or corporations, except when such injury,loss or damage results from the negligence or willful misconduct of Landlord, its agents, inviteesor employees. All personal property placed or moved into the Premises shall be at the risk ofTenant or the owner thereof, and Landlord shall not be liable to Tenant for any damage to saidpersonal property, except when such damage results from the gross negligence or willful misconductof Landlord, its agents, invitees or employees.C. Except to the extent caused by the negligence or willful misconduct of a Tenant IndemnifiedParty and subject to the terms of Sections 16(b) and 23(c) of this Lease, Landlord hereby agrees toindemnify, defend and hold harmless Tenant and its employees, agents, and contractors (said personsand entities are hereinafter collectively referred to as the “Tenant Indemnified Parties”) from andagainst any and all Damages that result from a Tenant Indemnified Matter. For purposes of thisSection, a “Tenant Indemnified Matter” shall mean any matter for which one or more of the TenantIndemnified Parties incurs liability or Damages if the liability or Damages arise out of orinvolve, directly or indirectly, (a) Landlord’s or its employees, agents, contractors or invitees(all of said persons or entities are hereinafter collectively referred to as “Landlord Parties”)negligence or willful misconduct, and (b) any other matters for which Landlord has agreed toindemnify Tenant pursuant to any other provision of this Lease. Landlord’s obligations hereundershall include, but shall not be limited to (i) compensating the Tenant Indemnified Parties forDamages arising out of Tenant Indemnified Matters within ten (10) days after written demand from aTenant Indemnified Party plus a reasonable period of time for Landlord’s investigation of the claimand (ii) providing a defense, with counsel reasonably satisfactory to the Tenant Indemnified Party,at Landlord’s sole expense, within ten (10) days after written demand from the Tenant IndemnifiedParty, of any claims, action or proceeding arising out of or relating to an Tenant IndemnifiedMatter. This indemnity isintended to apply to the fullest extent permitted by applicable law. Landlord’s obligationsunder this section shall survive the expiration or termination of this Lease unless specificallywaived in writing by Tenant after said expiration or termination. Tenant hereby waives its rightto recover consequential, special, indirect, exemplary or punitive damages (including but notlimited to, lost profits) arising out of a Tenant Indemnified Matter.
 
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17. CASUALTY LOSS: If the Premises shall be damaged by fire or other casualty and ifsuch damage does not render all or a material portion of the Premises untenantable, then Landlordshall repair and restore the Premises to the extent of “available insurance proceeds”. Forpurposes of this Lease, the term “available insurance proceeds” shall mean the portion of theinsurance proceeds paid over to Landlord free and clear of any collection by mortgagees for thevalue of the damage, attorneys’ fees and other reasonable costs of compromise, adjustment,settlement and collection of the insurance proceeds.If any such damage renders all or a material portion of the Premises untenantable, or if“available insurance proceeds” are not made available to Landlord, then Landlord (a) shall have theright to terminate this Lease within sixty (60) days of the date of such damage, or (b) elect torestore the Premises. In the event Landlord elects not to rebuild, then Tenant shall have theright to terminate the Lease and Rent shall be abated from the date of the casualty. Unless thisLease is terminated as provided in the preceding sentences, Landlord shall proceed promptly torepair and restore (regardless of whether such damage is material) the Premises to substantiallythe same condition that existed prior to such damage and Tenant’s Rent shall be abated from thedate of the casualty until completion of the repair and restoration of the Premises. In thisregard, Landlord shall commence such repair and/or restoration within ninety (90) days followingthe date of such damage. In the event Landlord elects to repair and does not complete restorationwithin six (6) months following receipt of the insurance proceeds or within nine (9) monthsfollowing the date of such damage (and in either case subject to a Force Majeure Event), thenTenant shall have the option to terminate this Lease by written notice to Landlord given within nolater than thirty (30) days following such time period, as applicable.18. CONDEMNATION: In the event that the Premises or any material part thereof istaken for any public or quasi-public use by condemnation or by right of eminent domain, or purchasein avoidance or settlement of a condemnation or eminent domain proceeding, Landlord and Tenantagree that this Lease shall be canceled, and Rent shall abate as of the date of taking. In theevent that a non-material portion of the Premises is taken for any public or quasi-public use bycondemnation or by a right of eminent domain, or purchase in avoidance or settlement of acondemnation or eminent domain proceeding, then this Lease and all the covenants, conditions andprovisions hereunder shall be and remain in full force and effect as to all the Premises not taken,except that Rent shall be paid in amounts reserved by this Lease to the date of said partialtaking, Landlord shall do the work necessary to rebuild the shell portion of the Premises taken asa complete architectural unit and Tenant shall be responsible for any work necessary to rebuildthe interior of the Premises for Tenant’s Permitted Use , and after such date the Rent for theremainder of the Premises shall be equitably and justly reduced by such amount as may be reasonablydetermined by Landlord. Any and all condemnation awards shall be the property of the Landlord,except that Tenant shall have standing to seek a separate award or to challenge the taking,provided that such award does not reduce the amount of the award available to Landlord.
 
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19. DEFAULT: If any one or more of the following events (herein sometimes called“Events of Default”) shall happen: (a) if default shall be made in the payment of any Rent or other charges hereinreserved upon the date the same become due and payable and such default continues for aperiod of five (5) days after written notice of such due date (provided however that inno event shall Landlord be obligated to provide written notice more than twice in anytwelve (12) month period); or (b) if default shall be made by Tenant in the performance of or compliance with anyof the other covenants, agreements, terms or conditions contained in this Lease (exceptfailure to pay Rent as provided in subparagraph 19(a) above), and such default shallcontinue for a period of thirty (30) days after written notice thereof from Landlord toTenant; provided, however, if such default cannot reasonably be cured within thirty(30) days, and Tenant, within said thirty (30) day period, shall have commenced andthereafter continued diligently to prosecute the cure of such default to completion,said default shall not constitute an Event of Default; or (c) if Tenant shall file a voluntary petition in bankruptcy or shall be adjudicateda bankrupt or insolvent, or shall file any petition or answer seeking anyreorganization, arrangement, composition, readjustment, liquidation, wage earner’splan, dissolution or similar relief under the present or any future federal bankruptcyact or any other present or future applicable federal, state or other debtor’s reliefstatute or law, or shall seek or consent to or acquiesce in the appointment of anytrustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’sproperties or of the Premises; or (d) if within ninety (90) days after commencement of any proceeding against Tenantseeking any reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under the present or any future federal bankruptcy act orany other present or future applicable federal, state or other debtor’s relief statuteor law, such proceeding shall not have been dismissed, or stayed on appeal, or if,within ninety (90) days after the appointment, without the consent or acquiescence ofLessee, of any trustee, receiver or liquidator of Lessee or of all or any substantialpart of Lessee’s properties or of the Premises, such appointment shall not have beenvacated or stayed on appeal or otherwise, or if, within ninety (90) days after theexpiration of any such stay such appointment shall not have been vacated; or (e) if the Premises shall be seized under any levy, execution, attachment or otherprocess of court and the same shall not be promptly vacated or stayed on appeal orotherwise, or if the Tenant’s interest in the Premises is sold by judicial sale and thesale is not promptly vacated or stayed on appeal or otherwise; or (f) if Tenant should assign this Lease or sublet the Premises in violation ofparagraph 15 of this Lease, or
 
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 (g) if Tenant should vacate, abandon, or desert the Premises, subject to closuresfor casualty, condemnation, repair and maintenance by Landlord or Tenant or a ForceMajeure Event, and provided that Tenant shall not be in default hereunder so long asTenant continues to pay Rent as provided for under the Lease and otherwise complieswith the insurance, maintenance and other provisions of the Lease.then in any such event Landlord may at any time thereafter terminate this Lease and retakepossession, declare the balance of the entire Rent for the entire Term of this Lease to beimmediately due and payable, in which event Landlord may then proceed to collect all of the unpaidRent called for by this Lease by distress or otherwise), or pursue any other remedy afforded by lawor equity, provided that such default and all other defaults at the time existing have not beenfully cured, and all expenses and costs incurred by the Landlord, including reasonable attorneys’fees and court costs, at trial and all appellate levels, in connection with enforcing this Lease,shall not have been fully paid. Nothing herein contained shall be construed as precluding theLandlord from having such remedy as may be and become necessary in order to preserve the Landlord’sright or the interest of the Landlord in the Premises and in this Lease, even before the expirationof the grace or notice periods provided for in this Lease, if under particular circumstances thenexisting the allowance of such grace or the giving of such notice will prejudice or will endangerthe rights and estate of the Landlord in this Lease or in the Premises. All rights and remediesgranted in this Lease to Landlord or available at law or equity shall be cumulative and notmutually exclusive. Landlord will use commercially reasonable efforts to mitigate its damageshereunder and to relet the Premises.20. WAIVER OF LANDLORD’S LIEN. Landlord hereby waives any statutory liens and anyrights of distress with respect to the personal property (trade fixtures, equipment andmerchandise) of Tenant from time to time located within the Premises (“**Tenant’s Property**”). ThisLease does not grant a contractual lien or any other security interest to Landlord or in favor ofLandlord with respect to Tenant’s Property. Any language in the Lease granting Landlord a lien onTenant’s Property is hereby deleted.21. WAIVER OF DEFAULT: Failure of Landlord to declare any default immediately uponoccurrence thereof, or delay in taking any action in connection therewith, shall not waive suchdefault, but Landlord shall have the right to declare any such default at any time and take suchaction as might be lawful or authorized hereunder, in law and/or in equity.No waiver of any term, provision, condition or covenant of this Lease by Landlord shall bedeemed to imply or constitute a further waiver by Landlord of any other term, provision, conditionor covenant of this Lease and no acceptance of Rent or other payment shall be deemed a waiver ofany default hereunder.22. RIGHT OF ENTRY: Upon Forty Eight (48) hours prior verbal notice, Landlord, or anyof its agents (provided said agents do not compete in any manner or engage in any business activitythat competes with Tenant), shall have the right to enter the Premises during all reasonablebusiness hours to examine the same, or to otherwise exhibit the Premises to third parties,including, without limitation, mortgagees, insurance examiners and building inspectors (providedthat the Premises shall be exhibited to prospective tenants only during the last year of the Term).Said right of entry shall likewise exist for the purpose of removing placards, signs,
 
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fixtures, alterations, or additions which do not conform to this Lease. Landlord shall not,except in the event of an emergency, be allowed access to the area designated by Tenant as the“clean rooms” without being accompanied by an authorized representative of Tenant, and Landlordshall comply with all of Tenant’s commercially reasonable rules and regulations regarding access tothe “clean rooms”. Landlord shall use all commercially reasonable efforts to minimize interferencewith Tenant’s operations during any such visits. Notwithstanding anything to the contrarycontained in this Lease, in the event of an emergency or to conduct an Emergency Repair, Landlordmay enter the Premises or any portion thereof without having to provide any prior advance notice toTenant.23. INSURANCE:A. Tenant’s Insurance: Tenant shall maintain at its expense throughout the Term ofthis Lease the following insurance coverages:(i) commercial general liability, insurance for bodily injury, death and propertydamage to protect both Landlord and Tenant against damage, costs and attorneys’ feesarising out of accidents occurring on or about the Premises with combined singlelimit liability coverage of not less than $5,000,000.00 for bodily injury andproperty damage coverage of not less than $2,000,000.00;(ii) fire and extended casualty insurance with sufficient coverage (as reasonablydetermined by Landlord and Landlord’s mortgagee) for full replacement costs of allof Tenant’s improvements to the Premises (including the Tenant Improvements asdefined in the Work Letter), and all of Tenant’s fixtures, equipment, personalproperty and inventory;(iii) appropriate workmen’s compensation and any and all other insurance required bylaw; and(iv) Landlord reserves the right to require that Tenant obtain additional types ofinsurance coverage or to increase the amount of coverage for any policy required tobe obtained by Tenant hereunder so long as such additional insurance or increasedamount is similar to that which other prudent landlords of buildings of like age,class and character in the Miami-Dade market require from their tenants.All insurance shall be written by a company or companies qualified to do business in Floridaand reasonably acceptable to Landlord and Landlord’s mortgagee. A certificate or duplicatepolicies showing such insurance in force shall be delivered to Landlord prior to Tenant takingpossession of the Premises, and such insurance and updated certificates or renewed policies shallbe maintained with Landlord throughout the Term of this Lease.All policies of insurance required by this sub-paragraph 23(A) shall: (i) indicate Tenant,Landlord and Landlord’s mortgagee, if any, as named or additional insured; (ii) provide that nocancellation or termination shall be effective until at least thirty (30) days after written noticeto the additional and named insured.
 
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B. Landlord’s Insurance: Landlord shall maintain at its expense (subject to thereimbursement provisions of Section 4(b) above) the following insurance coverages:(i) comprehensive general and public liability, including contractual liability,insurance for bodily injury, death and property damage to protect both Landlord andTenant against damage, costs and attorneys’ fees arising out of accidents of anykind occurring on or about the Premises with combined single limit liabilitycoverage of not less than $5,000,000.00 and property damage coverage of not lessthan $5,000,000.00;(ii) fire and extended casualty insurance with sufficient coverage for fullreplacement cost of the Premises, the Building, all structures and all built infixtures on the Premises;(iii) complete rent loss insurance in favor of Landlord covering a period of one (1)year; and(iv) Landlord reserves the right obtain additional types of insurance coverage or toincrease the amount of coverage for any policy to be obtained hereunder so long assuch additional insurance or increased amount is similar to that which other prudentlandlords of buildings of like age, class and character in the Miami-Dade marketrequire.C. Waiver of Subrogation. All provisions of this Lease to the contrarynotwithstanding, Landlord waives any and all rights of recovery against Tenant, and Tenant’semployees, agents and contractors for or arising out of damage to, or destruction of, the Project,the Premises, and Landlord’s personal property to the extent that such damage or destruction iscovered by Landlord’s insurance policies then in effect or the insurance policies Landlord isrequired to obtain by Section 23B (whether or not the insurance Landlord is required to obtain bySection 23B is then in force and effect), whichever is broader. Landlord’s waiver shall not belimited by the amount of insurance then carried by Landlord or the deductibles applicable thereto.Tenant waives any and all rights of recovery against Landlord, Landlord’s employees, agentsand contractors for loss or damage to the Premises, the Project and Tenant’s personal property ifsuch liability or damage is covered by Tenant’s insurance policies then in force or the insurancepolicies Tenant is required to obtain by Section 23A (whether or not the insurance Tenant isrequired to obtain by Section 23A is then in force and effect), whichever is broader. Tenant’swaiver shall not be limited by the amount of insurance then carried by Tenant or the deductiblesapplicable thereto.Each party shall cause the property insurance policies it obtains in accordance with sections23A and 23B to provide that the insurance company waives all right of recovery by subrogationagainst the other party in connection with any liability or damage covered by such insurancepolicies.
 
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24. NOTICE: Any notice to be given Landlord as provided for in this Lease shall be inwriting and shall be sent to Landlord by United States certified mail, postage prepaid, returnreceipt requested, addressed to Landlord at Landlord’s office at the address set forth on page1 hereof, or hand delivered to Landlord at such office, or delivered by a nationally recognizedcourier for overnight delivery. Any notice to be given Tenant under the terms of this Lease (otherthan as permitted under the terms of Section 22), shall be in writing and shall be sent by UnitedStates certified mail, postage prepaid, return receipt requested, or hand delivered to the Tenantat the Premises, Attention: David McIntyre (except that prior to commencement of the RentCommencement Date, notices to Tenant shall be sent to the address set forth on page 1 thereof),with a copy to Akerman Senterfitt, One Southeast Third Avenue, Suite 2500, Miami, Florida 33131,Attention: Carol S. Faber, Esq. Either party, from time to time, by such notice, may specifyanother address to which subsequent notice shall be sent. Any notice given by certified mail shallbe deemed given 3 days following the date of mailing and any notice given by overnight couriershall be deemed given when delivered.25. CONDITION OF PREMISES ON TERMINATION OF LEASE.A. Tenant agrees to surrender to Landlord, at the end of the Term of this Lease and/or uponany cancellation or early termination of this Lease, the Premises in as good condition as thePremises were at the beginning of the Term of this Lease, ordinary wear, tear, casualty andLandlord’s maintenance and repair obligations excepted.B. Prior to the expiration of this Lease (or within 30 days after any earlier termination),Tenant shall clean and otherwise decommission all interior surfaces (including floors, walls,ceilings, and counters), process piping, process supply lines, process waste lines and processplumbing in the Premises, and all exhaust or other ductwork in the Premises, in each case which hascarried or released or been exposed to any Hazardous Materials (other than ordinary and customaryoffice supplies and cleaning fluids) from the operations of Tenant or any person claiming by orthrough Tenant, and shall otherwise clean the Premises so that:(i) the Hazardous Materials from Tenant’s (or any person claiming by or through Tenant’s)operations have been removed as necessary so that the interior surfaces (including floors, walls,ceilings, and counters), process piping, process supply lines, process waste lines and processplumbing, and all such exhaust or other ductwork, may be reused by a subsequent tenant or disposedof in compliance with applicable Environmental Laws without taking any special precautions forHazardous Materials, without incurring special costs or undertaking special procedures fordemolition, disposal, investigation, assessment, cleaning or removal of Hazardous Materials andwithout incurring regulatory compliance requirements or giving notice in connection with HazardousMaterials; and(ii) the Premises may be reoccupied for office, laboratory or research and development use,demolished or renovated without taking any special precautions for Hazardous Materials, withoutincurring special costs or undertaking special procedures for disposal, investigation, assessment,cleaning or removal of Hazardous Materials and without incurring regulatory requirements or givingnotice in connection with Hazardous Materials.
 
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Further, for purposes of clauses (i) and (ii): (a) materials previously or hereafter generatedfrom operations shall not be deemed part of the Premises, and (b) “special costs” or “specialprocedures” shall mean costs or procedures, as the case may be, that would not beincurred but for the nature of the Hazardous Materials as Hazardous Materials instead ofnon-Hazardous Materials. Prior to the expiration of this Lease (or within 30 days after anyearlier termination), Tenant, at Tenant’s expense, shall obtain for Landlord a report addressed toLandlord (and, at Tenant’s election, Tenant) by a reputable licensed environmental engineer that isdesignated by Tenant and acceptable to Landlord in Landlord’s reasonable discretion, which reportshall be based on the environmental engineer’s inspection of the Premises and shall confirm thatTenant has complied with the requirements of this Section 25.B. The report shall includereasonable detail concerning the clean-up location, the tests run and the analytic results.C. If Tenant fails to perform its obligations under Section 25.B within ten (10) business daysafter the expiration or any earlier termination of the Term of this of the Lease, without limitingany other right or remedy, Landlord may, on five (5) business days prior written notice to Tenantperform such obligations at Tenant’s expense, and Tenant shall promptly reimburse Landlord upondemand for all out-of-pocket costs and expenses incurred by Landlord in connection with such work.In addition, any such reimbursement shall include a ten percent (10%) administrative fee (but in noevent less than $1,000) to cover Landlord’s overhead in undertaking such work. The reimbursementand administrative fee shall be Additional Rent. Tenant’s obligations under this Section 25 ofthis Lease shall survive the expiration or termination of this Lease.26. HOLDING OVER: Tenant agrees that if Tenant does not surrender the Premises toLandlord at the end of the Term of this Lease in the condition as required under the Lease, thenTenant will pay to Landlord: (i) One Hundred Twenty Five percent (125%) of the Rent paid by Tenantfor the last full month of the Term for the first month or portion thereof that Tenant holds over;(ii) One Hundred Fifty percent (150%) of the Rent paid by Tenant for the last full month of theTerm for the second month or portion thereof that Tenant holds over; and (iii) beginning with thethird month and continuing until Tenant surrenders to Landlord possession of the Premises, TwoHundred percent (200%) of the amount of the Rent paid by Tenant for the last full month of the Termfor each month or portion thereof that Tenant holds over. At all times, Tenant will indemnify andsave Landlord harmless from and against all claims made by any succeeding tenant of the Premisesagainst Landlord on account of delay of Landlord in delivering possession of the Premises to thesucceeding tenant so far as such delay is occasioned by failure of Tenant to so surrender thePremises in accordance herewith or otherwise.No receipt of money by Landlord from Tenant after termination of this Lease or the service ofany notice of commencement of any suit or final judgment for possession shall reinstate, continueor extend the Term of this Lease or affect any such notice, demand, suit or judgment.No act or thing done by Landlord or its agents during the Term hereby granted shall be deemedan acceptance of a surrender of the Premises, and no agreement to accept a surrender of thePremises shall be valid unless it be made in writing and signed by a duly authorized officer oragent of Landlord.
 
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27. ENVIRONMENTAL INDEMNITY:Tenant shall indemnify, defend with counsel reasonably acceptable to the Landlord, and holdLandlord, Landlord’s managing agent and any mortgagee of the Premises, fully harmless from andagainst any and all liability, loss, suits, claims, actions, causes of action, proceedings,demands, costs, penalties, damages, fines and expenses, including, without limitation, attorneysfees, consultants’ fees, laboratory fees and clean up costs, and the costs and expenses ofinvestigating and defending any claims or proceedings, resulting from, or attributable to (i) thepresence of any Hazardous Materials on the Land or the Premises arising from the action ornegligence of Tenant and/or the Tenant Responsible Parties, or arising out of the generation,storage, treatment, handling, transportation, disposal or release by Tenant and/or the TenantResponsible Parties of any Hazardous Materials at or near the Land or the Premises in violation ofEnvironmental Laws during the Term of the lease, (ii) any violation(s) by Tenant and/or the TenantResponsible Parties of any Environmental Laws during the Term of the Lease, and (iii) any breach byTenant and/or the Tenant Responsible Parties of the obligations set forth in Section 11(B)-(D) ofthis Lease. This hold harmless and indemnity shall survive the expiration or earlier terminationof this Lease.Notwithstanding the foregoing, Tenant shall not be liable to Landlord hereunder for anycontamination, claim of contamination, injury, loss or damage arising in connection with HazardousMaterials to the extent the same is the result of (A) Hazardous Materials existing in the Premisesor on or under or near the Land prior to the date hereof (including, without limitation, anyHazardous Materials related to the Disclosed Environmental Matter), (B) migration of HazardousMaterials from any site onto or under the Land not caused by Tenant or any Tenant ResponsibleParties, (C) the use of any Hazardous Materials at the Project by Landlord, any other tenant oroccupant, or any so-called “midnight dumpers,” (D) any actions or releases by Landlord, Landlord’sconsultants or any other parties under Landlord’s responsibility, or (E) the use by any party otherthan Tenant or any Tenant Responsible Parties of Hazardous Materials at the Premises or the Landafter the date upon which Tenant has completely vacated the same, including removal of all of itsproperty (to the extent permitted herein) and Hazardous Materials in compliance with the terms ofthis Lease.28. TRIAL BY JURY: It is mutually agreed by and between Landlord and Tenant that therespective parties hereto shall and they hereby do waive trial by jury in any action, proceeding orcounterclaim brought by either of the parties hereto against the other on any matters arising outof or in any way connected with this Lease, the relationship of Landlord and Tenant, and Tenant’suse or occupancy of the Premises. Tenant further agrees that the provisions for payment of Rentherein are independent covenants of Tenant and Tenant shall not interpose any counterclaim orcounterclaims in a summary proceeding or in any action based upon non-payment of Rent or any otherpayment required of Tenant hereunder.29. INVALIDITY OF PROVISION: If any term or provision, of this Lease or theapplication thereof to any person or circumstance shall, to any extent, be invalid orunenforceable, the remainder of this Lease or the application of such term or provision, to personsor circumstances other than those as to which it is held invalid or unenforceable shall not beaffected thereby and each term and provision of this Lease shall be valid and be enforceable to thefullest extent permitted by law. This Lease shall be construed in accordance with the laws of theState of Florida.
 
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30. TIME OF ESSENCE: It is understood and agreed between the parties hereto that timeis of the essence of all the terms and provisions of this Lease.31. SUCCESSORS AND ASSIGNS: All terms and provisions of this Lease to be observed andperformed by Tenant shall be applicable to and binding upon Tenant’s respective heirs, personalrepresentatives, successors and assigns, subject, however, to the restrictions as to assignment andsubletting by Tenant as provided herein. All expressed covenants of this Lease shall be deemed tobe covenants running with the land. All terms and provisions of this Lease to be observed andperformed by Landlord shall be applicable to and binding upon Landlord’s respective heirs, personalrepresentatives, successors and assigns.32. ATTORNEYS FEES: If either party defaults in the performance of any of the termsor provisions of this Lease and by reason thereof the other party employs the services of anattorney to enforce performance of the covenants, or to perform any service based upon defaults,then in any of said events the prevailing party shall be entitled to receive from the other partyreasonable attorneys fees and all expenses and costs incurred by the prevailing party pertainingthereto (including costs and fees relating to any appeal) and in enforcement of any remedy.33. PROHIBITION AGAINST RECORDING. Neither this Lease, nor any memorandum, affidavitor other writing with respect thereto, shall be recorded by Tenant or by anyone acting through,under or on behalf of Tenant except that Tenant shall be permitted to record a Memorandum of Leasein the form attached as Schedule B hereto.34. MISCELLANEOUS: The terms Landlord and Tenant as herein contained shall includesingular and/or plural, masculine, feminine and/or neuter, heirs, successors, personalrepresentatives and/or assigns wherever the context so requires or admits. The “Landlord” shall bethe owner of the Premises from time to time, and upon any sale of the Premises by the presentowner, the new owner shall upon acceptance of a deed of conveyance become bound and liable asLandlord under all of the terms and provisions hereunder, (including any obligation to return theSecurity Deposit) and the former owner shall automatically be released from all obligations to theTenant hereunder. The terms and provisions of this Lease are expressed in the total language ofthis Lease and the paragraph headings are solely for the convenience of the reader and are notintended to be all inclusive and shall not be deemed to limit or expand any of the provisions ofthis Lease. Any formally executed addendum or rider to or modification of this Lease shall beexpressly deemed incorporated by reference herein unless a contrary intention is clearly statedtherein. All exhibits and riders attached to this Lease are hereby incorporated in and made a parthereof. Nothing in this Lease shall be deemed to create a partnership or joint venture betweenLandlord and Tenant, the parties intending their relationship hereunder to be solely that ofLandlord and Tenant. Fax signatures hereto shall be as valid and binding as an original; providedhowever, that without limiting the foregoing, upon the request of either party hereto, originalsignatures shall be provided. If requested by Tenant, Landlord shall use good faith commerciallyreasonable efforts to cooperate with Tenant (at no cost to Landlord) in Tenant’s application foreconomic incentives relating to this Lease from any governmental or quasi-governmentalauthority.
 
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35. BROKERAGE: Tenant and Landlord each represent and warrant to the other thatneither has had any dealings or entered into any agreements with any person, entity, broker orfinder other than Jones Lang LaSalle Brokerage, Inc., CBRE, The Katsikos Group and Easton &Associates (collectively the “**Disclosed Brokers**”), in connection with the negotiation of thisLease, and no brokers, persons, or entities other than the Disclosed Brokers are entitled to anycommission or finder’s fee in connection with the negotiation of this Lease. Tenant and Landlordeach agree to indemnify, defend and hold the other harmless from and against any claims, damages,costs, expenses, attorneys’ fees or liability for compensation or charges which may be claimed byany such unnamed broker, finder or other similar party by reason of any dealings, actions oragreements of the indemnifying party. Landlord shall pay all commissions due to the DisclosedBrokers pursuant to a separate agreement.36. RADON GAS: RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HASACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO AREEXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUNDIN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON TESTING MAY BE OBTAINED FROM YOUCOUNTY PUBLIC HEALTH UNIT. [NOTE: THIS PARAGRAPH IS PROVIDED FOR INFORMATION PURPOSES PURSUANT TOSECTION 404.056(8), FLORIDA STATUTES (1988).]37. TRIPLE NET LEASE: Landlord and Tenant acknowledge and agree that this Lease is atriple net lease. In this regard, Tenant shall be responsible and shall pay any and all costs,expenses, fees, assessments and charges of any nature or kind whatsoever relating to the Premisesor Tenant’s use and occupation of the Premises throughout the Term from and after the CommencementDate except as otherwise set forth in this Lease.38. CONDITION PRECEDENT. Tenant acknowledges and agrees that Landlord is not yet thefee simple owner of the Premises and is under contract to purchase the Premises pursuant to theterms of that certain Contract For Purchase and Sale of Real Property dated November 2, 2010, asamended (the “**Purchase Contract**”). As a result, it shall be a condition precedent to Landlord’sand Tenant’s obligations hereunder that Landlord actually close upon title to the Premises underthe Purchase Contract (the “**Closing**”). In the event that Landlord does not effect a Closing underthe Purchase Contract, as the same may be amended or extended, for any reason whatsoever, then thisLease shall automatically terminate, whereupon both parties shall be released from all furtherobligations hereunder. Landlord shall immediately notify Tenant in writing whether the Closing hasoccurred or has not occurred. In the event that the Closing occurs and Landlord notifies Tenant inwriting of such fact, the date of such notice from Landlord to Tenant shall be defined as the“Delivery Date” under this Lease. Notwithstanding anything to the contrary contained in thisSection 38, in the event that the Closing has not occurred by January 31, 2011, this Lease shallautomatically terminate, whereupon both parties shall be released from all further obligationshereunder.
 
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39. LANDLORD’S LIABILITY: Tenant acknowledges that Landlord shall have the right totransfer all or any portion of its interest in the Project and to assign this Lease to thetransferee. Tenant agrees that in the event of such a transfer Landlord shall automatically bereleased from all liability under this Lease related to all matters following the date of suchtransfer; and Tenant hereby agrees to look solely to Landlord’s transferee for the performance ofall prospective obligations of Landlord hereunder after the date of the transfer. Upon such atransfer, Landlord shall, at its option, return Tenant’s Security Deposit to Tenant or transferTenant’s Security Deposit to Landlord’s transferee and, in either event, Landlord shall have nofurther liability to Tenant for the return of its Security Deposit. Subject to the rights of anylender holding a mortgage or deed of trust encumbering all or part of the Building, Tenant agreesto look solely to Landlord’s equity interest in the Building (including rents, proceeds from thesale of any interest therein, insurance proceeds and condemnation proceeds) for the collection ofany judgment requiring the payment of money by Landlord arising out of (a) Landlord’s failure toperform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord,its partners, employees and agents. No other property or assets of Landlord shall be subject tolevy, execution or other enforcement procedure for the satisfaction of any judgment or writobtained by Tenant against Landlord. No partner, employee or agent of Landlord shall be personallyliable for the performance of Landlord’s obligations hereunder or be named as a party in anylawsuit arising out of or related to, directly or indirectly, this Lease and the obligations ofLandlord hereunder. The obligations under this Lease do not constitute personal obligations of theindividual partners of Landlord, if any, and Tenant shall not seek recourse against the individualpartners of Landlord or their assets.40. ESTOPPEL CERTIFICATE.A. Tenant shall from time to time upon not less than ten (10) business days prior writtennotice from Landlord execute, acknowledge and deliver to Landlord a statement in writing certifyingthe following: (a) that this Lease is unmodified and in full force and effect (or, if modified,stating the nature of such modification and certifying that this Lease, as so modified, is in fullforce and effect) (b) the date to which the Base Rent and other charges are paid in advance and theamounts so payable, (c) that there are not, to Tenant’s knowledge, any uncured defaults orunfulfilled obligations on the part of Landlord, or specifying such defaults or unfulfilledobligations, if any are claimed, (d) that all tenant improvements to be constructed by Landlord, ifany, have been completed in accordance with Landlord’s obligations (e) that Tenant has takenpossession of the Premises and (f) such other information as Landlord may reasonably request. Anysuch statement may be conclusively relied upon by any prospective purchaser or encumbrancer of theBuilding or the Project.B. The failure of Tenant to deliver such statement within such time shall be conclusive uponTenant that (a) this Lease is in full force and effect, without modification except as may berepresented by Landlord, (b) there are no uncured defaults in Landlord’s performance, (c) not morethan one month’s Base Rent has been paid in advance, (d) all tenant improvements to be constructedby Landlord, if any, have been completed in accordance with Landlord’s obligations and (e) Tenanthas taken possession of the Premises.C. Landlord shall from time to time upon not less than ten (10) business days prior writtennotice from Tenant execute, acknowledge and deliver to Tenant an estoppel statement in the formattached as Exhibit C hereto. Any such statement may be conclusively relied upon by any prospectivepurchaser or lender of Tenant.
 
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D. The failure of Landlord to deliver such statement within such time shall be conclusive uponLandlord that (a) this Lease is in full force and effect, without modificationexcept as may be represented by Tenant, (b) there are no uncured defaults in Tenant’sperformance, (c) all tenant improvements to be constructed by Tenant have been completed inaccordance with Tenant’s obligations and (e) Tenant has taken possession of the Premises.41. TENANT IMPROVEMENTS. Except as expressly set forth in the Work Letter attachedas Exhibit B hereto and made a part hereof, it is specifically understood and agreed thatLandlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair ordecorate the Premises, the Project, or any part thereof, or to provide any allowance for suchpurposes, and that no representations respecting the condition of the Premises or the Project havebeen made by Landlord to Tenant except as otherwise expressly set forth in this Lease.42. ENTIRE AGREEMENT: This Lease contains the entire agreement between the partieshereto and all previous negotiations leading thereto, and the Lease may be modified only by anagreement in writing signed and sealed by Landlord and Tenant. No surrender of the Premises shallbe valid unless accepted by Landlord in writing (other than surrender of the Premises on theExpiration Date). Tenant acknowledges and agrees that Tenant has not relied upon any statement,representation, prior written or prior or contemporaneous oral promises, agreements or warrantiesexcept such as are expressed herein.43. ACCESS. Tenant shall be allowed access to and use of the Premises 24 hours perday, 7 days per week.44. TENANT’S REMEDIES FOR LANDLORD DEFAULT. Other than with respect to Landlord’sobligations to comply with those certain specified time frames under Section 2 of this Lease andunder the Work Letter attached hereto as Exhibit B, Landlord shall not be in default under thisLease unless Landlord fails to perform obligations required of Landlord within thirty (30) daysafter written notice by Tenant to Landlord and to the holder of any mortgage or deed of trustencumbering the Premises or the Project whose name and address shall have theretofore beenfurnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation;provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30)days are required for its cure, then Landlord shall not be in default if Landlord commencesperformance within such thirty (30) day period and thereafter diligently pursues the same tocompletion.Notwithstanding the foregoing, if Landlord’s obligation relates to a repair or maintenanceobligation under this Lease, and the nature of the repair or maintenance is such that failure tomake such repair or maintenance immediately would be life threatening or where there is imminentdanger to Tenant’s property or there is a possibility that a failure to take immediate action couldcause a material disruption in Tenant’s normal and customary business activities (“**EmergencyRepair**”) then Tenant shall notify Landlord by telephone of the need to make such Emergency Repairand if Tenant is unable to contact Landlord or Landlord is not able to take immediate action, thenTenant shall have the right to make such repairs or maintenance. If the repair or maintenance madeby Tenant is of the type that Landlord is not permitted to pass through the cost of the same to theTenant in accordance with the terms of Section 12A. of this Lease, Landlord shall, within fifteen(15) days following receipt of Tenant’s request for reimbursement (accompanied by bills or receiptsevidencing such costs), reimburse Tenant for its cost to make such repair or maintenance, andTenant shall have the right to deduct such amountsfrom its rental obligations hereunder if Landlord fails to so reimburse Tenant within saidtime period.
 
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Furthermore, if Landlord fails to make repairs or maintenance that Landlord is obligated tomake in accordance with the terms of this Lease after the expiration of the applicable notice andcure period and subject to Force Majeure **(**but any delay due to a Force Majeure Event shall be takeninto account for only up to forty five (45) days)**,**and Tenant, using a commercially reasonablestandard for conduct, determines that the failure to make such repairs or maintenance substantiallyinterferes with its ability to conduct business from the Premises, then Tenant shall receive anequitable abatement of Rent on a per diem basis based upon the portion or all of the Premises thatis unusable by Tenant for the number of days in the period commencing with the day that Landlord’snotice and cure periods have expired until such time as the repairs or maintenance are made andTenant can conduct its business in the entire Premises**.**Tenant shall have the right to make suchrepairs or maintenance if Landlord is not taking action or proceeding with due diligence tocomplete same. If the repair or maintenance made by Tenant is of the type that Landlord is notpermitted to pass through the cost of the same to Tenant in accordance with the terms of Section12A. of this Lease, Landlord shall, within fifteen (15) days following receipt of Tenant’s requestfor reimbursement (accompanied by bills or receipts evidencing such costs), reimburse Tenant forits cost to make such repair or maintenance. In the event that Tenant obtains a finalnon-appealable judgment against Landlord because Landlord has failed to reimburse Tenant for itscosts to make repairs or maintenance in accordance with this Section 44, Tenant shall be permittedto deduct the amount of said judgment from the Rent coming due under this Lease.In no event shall Tenant have the right to terminate this Lease as a result of Landlord’sdefault, and Tenant’s remedies shall be limited to damages and/or an injunction or as otherwiseprovided in this Section. Tenant hereby waives its right to recover consequential damages(including, but not limited to, lost profits) or punitive damages arising out of a Landlorddefault. This Lease and the obligations of Tenant hereunder shall not be affected or impairedbecause Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so,if such inability or delay is caused by reason of a Force Majeure Event, and the time forLandlord’s performance shall be extended for the period of any such delay. Any claim, demand,right or defense by Tenant that arises out of this Lease or the negotiations which preceded thisLease (other than a claim arising out of Landlord’s introduction of any Hazardous Materials on orabout the Premises or out of the Disclosed Environmental Matter) shall be barred unless Tenantcommences an action thereon, or interposes a defense by reason thereof, within one (1) year afterthe date that Tenant becomes aware (or reasonably should have become aware) of the inaction,omission, event or action that gave rise to such claim, demand, right or defense. Any claim,demand, right or defense by Landlord that arises out of this Lease or the negotiations whichpreceded this Lease, other than a claim related to a Tenant’s Release, shall be barred unlessLandlord commences an action thereon, or interposes a defense by reason thereof, within one (1)year after the date that Landlord becomes aware (or reasonably should have become aware) of theinaction, omission, event or action that gave rise to such claim, demand, right or defense.45. PARKING. Parking areas shall be provided at no additional cost to Tenant. Duringthe Term of the Lease, Tenant shall be entitled to 252 non-reserved parking spaces (the “**ParkingSpaces**”) in the parking area identified on Exhibit A-2 (the “**Parking Area**”)
 
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46. COMMON AREAS. At all times during the Term, and subject to Landlord’s right topass through such costs and expenses as an Operating Expense in accordance with Section 4.B. ofthis Lease, Landlord will maintain the Project, including the Common Areas and all mechanical andlighting equipment and drainage facilities thereon, in first class order, condition and repair andin compliance with all Applicable Laws and will keep the Common Areas clean and free from rubbish,and cause the Common Areas to be well lit during at least such hours as Tenant is operating itsbusiness. Landlord will maintain and repaint any directional signs, markers and parking space linesas often as necessary. Landlord shall use reasonable efforts minimize disruption to Tenant’soperations in the Premises during the performance of maintenance to the Common Areas. Landlordwill not cause or permit any material change in size, location or configuration of the curb cuts(points of access), driveways or service drives shown on Exhibit A-1 nor construct anyobstructions which will have an adverse affect on access to the Premises or the Common Areas unlessrequired to do so by Applicable Laws.47. LANDLORD’S REPRESENTATIONS AND WARRANTIES.(a) Landlord is the sole fee simple owner of the Land, the Building and the Project and noneof the matters of record prohibits the operation of Tenant’s Permitted Use of the Premises.(b) Notwithstanding anything to the contrary set forth in this Lease, in undertaking itsmaintenance and repair and service obligations and rights of entry and alteration and other rightshereunder by Landlord and/or others, Landlord shall make reasonable efforts not to unreasonablyinterfere with the conduct of Tenant’s business, access to the Premises or any parking rights ofTenant hereunder, and in the undertaking and exercise of such obligations and rights, Tenant’sparking and access to and use of the Premises shall not be materially decreased or diminished orunreasonably interfered with.(c) Landlord represents, warrants and covenants that it is now in a solvent condition and thatno bankruptcy or insolvency proceedings are pending or contemplated by or against Landlord. Eachof the persons executing this Lease on behalf of Landlord represents and warrants that Landlord isduly organized and existing, is qualified to do business in the state in which the Premises islocated, has full right and authority to enter into this Lease, that the persons signing on behalfof Landlord are authorized to do so and that the terms, conditions and covenants in this Lease areenforceable against Landlord.(d) As of the date of this Lease, Landlord is not a party to any agreement or litigation whichcould adversely affect the ability of Landlord to perform its obligations under this Lease or whichwould constitute a default on the part of Landlord under this Lease.48. TENANT’S REPRESENTATIONS AND WARRANTIESTenant represents, warrants and covenants that it is now in a solvent condition and that nobankruptcy or insolvency proceedings are pending or contemplated by or against Tenant. Each of thepersons executing this Lease on behalf of Tenant represents and warrants that Tenant is dulyorganized and existing, is qualified to do business in the state in which the Premises is located,has full right and authority to enter into this Lease, that the persons signing on behalf ofTenant are authorized to do so and that the terms, conditions and covenants in this Lease areenforceable against Tenant.
 
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49. LEASE OF PERSONAL PROPERTY. During the Term of this Lease, Tenant shall beentitled to use the fixtures, trade fixtures, equipment, machinery, furnishings, appliances, anditems of personal property owned by Landlord and located in the Premises as the same will beidentified in a list to created by Landlord and Tenant (the “**FF&E**”) at no additional cost orexpense. Landlord makes no representation or warranty about the quality and/or condition of theFF&E and Tenant shall be solely responsible for maintaining, repairing and replacing the FF&Eduring the Term of this Lease. Tenant agrees to surrender to Landlord, at the end of the Term ofthis Lease and/or upon any cancellation or early termination of this Lease, the FF&E in as goodcondition as the FF&E was in at the beginning of the Term of this Lease, ordinary wear, tear andcasualty excepted and otherwise in accordance with the terms of Section 25 of this Lease. Theparties acknowledge and agree that the Tenant’s Property is excepted from the provisions of thisSection, and that Tenant shall have the right to remove the Tenant’s Property from the Premises atthe end of the Term and/or upon the cancellation or early termination of this Lease.50. NON-RECOURSE. Notwithstanding anything to the contrary in this Lease, in the eventof any controversy or claim arising out of or relating to this Lease, the breach hereof, or thetransactions contemplated hereby, Landlord acknowledges and agrees that it shall look solely to theassets of Tenant and shall have no recourse against any other party, including, without limitation,any partner, officer, principal, director, employee, agent or affiliate of Tenant or its affiliatesor any shareholder, partner, officer, principal, director, employee, agent or affiliate of any ofthe foregoing.51. SIGNAGE. Tenant shall have the right to install signs on all sides of theexterior walls of the Premises and on all exterior doors, including dock doors, to the Premises andon any monument sign that may be constructed by Landlord at the Premises or the Project, incompliance with Applicable Laws and with Landlord’s prior written approval with respect tolocation, design, installation method and aesthetics (which approval may be withheld by Landlord inits reasonable discretion). Prior to Tenant’s commencing installation of any signs, Tenant shalldeliver to Landlord proof reasonably satisfactory to the Landlord from the applicable zoningauthority that the signage complies with all Applicable Laws. Tenant also acknowledges thatLandlord may permit other tenants of the Project to install signs and logos elsewhere within theProject. Tenant’s right to install signage is personal to Tenant and may not be assigned byTenant. Upon the expiration or earlier termination of this Lease, Tenant shall, with thesupervision of Landlord’s approved contractor, promptly remove any signage installed by Tenant andrepair all damage to the Building caused thereby.
 
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52. OPTIONS TO RENEW. A. Provided no default exists and Tenant or a Permitted Transferee (as hereinafter defined) isoccupying the entire Premises at the time of such election, Tenant or a Permitted Transferee mayrenew this Lease for an additional period of five (5) years (the “**First Extension Term**”) on thesame terms provided in this Lease (except as set forth below), by delivering written notice (the“**Renewal Notice**”) of the exercise thereof to Landlord at least twelve (12) months prior to theExpiration Date of this Lease. Upon Tenant’s or a Permitted Transferee’stimely notice of the exercise of the option to renew for the First Extension Term, the Leaseshall be extended on the same terms provided in this Lease, except as follows: (a) The Base Rent payable during such First Extension Term shall be the Fair MarketRental Rate (as hereinafter defined), for buildings comparable to the Project inMiami-Dade County, Florida, at the commencement of such First Extension Term, for spaceof equivalent quality, size, utility and location, with the length of the FirstExtension Term, concessions, allowances, brokers’ fees and the credit standing ofTenant or the Permitted Transferee to be taken into account; and (b) Landlord shall lease to Tenant or the Permitted Transferee the Premises intheir then current condition, and Landlord shall not provide to Tenant or the PermittedTransferee any allowances (e.g., moving allowance, construction allowance, tenantimprovements allowance and the like) or other tenant inducements.For purposes of this Section 52, the Fair Market Rental Rate (the “**FMRR**”) shall mean the rent,as of the date in question, which a landlord, willing but not obligated to lease, would accept forthe Premises, and which a tenant, willing but not obligated to rent, would pay therefor in anarms-length transaction. Landlord shall deliver written notice (the “**Landlord Notice**”) to Tenant orthe Permitted Transferee, within thirty (30) days after Landlord’s receipt of a timely RenewalNotice, which sets forth the FMRR as determined by Landlord to be payable during the applicableExtension Term after consideration of the factors set forth above. Tenant or the PermittedTransferee shall have the right, within thirty (30) days following the date of the Landlord Notice,to deliver written notice that it accepts Landlord’s determination of the FMRR, or that itdisagrees with Landlord’s determination of the FMRR. Thereafter, if the parties are unable toagree as to the FMRR by the date that is sixty (60) days following the Renewal Notice, either partymay give written notice that it is designating an appraiser (the “**First Appraiser**”) to determinethe FMRR. Within fifteen (15) days after the service of such notice, the other party shall givewritten notice to the party giving the first notice, which notice shall designate the secondappraiser (the “**Second Appraiser**”). If the Second Appraiser is not so designated by the time abovespecified, then the party designating the First Appraiser may request appointment of the SecondAppraiser by the president of the Miami Chapter of the American Institute of Real Estate Appraisers(the “**Appraisal President**”). The First and Second Appraisers so designated or appointed shall meetwithin ten (10) days after the Second Appraiser is appointed; and if within thirty (30) days afterthe Second Appraiser is appointed, the First and Second Appraisers do not agree upon the FMRR, theyshall then (i) each report to Landlord and Tenant or the Permitted Transferee their respectivedeterminations of the FMRR, and (ii) appoint a Third Appraiser (the “**Third Appraiser**”). If theFirst Appraiser and Second Appraiser are unable to agree upon the Third Appraiser within ten (10)days, the parties shall request that such appointment be made by the Appraisal President. In theevent of the failure, refusal or inability of any appraiser to act, a new appraiser shall beappointed in his stead, which appointment shall be made in the same manner as herein beforeprovided for the appointment of such appraiser so failing, refusing or being unable to act. Withinthirty (30) days after his appointment, the Third Appraiser shall select either the determinationof the First Appraiser or the determination of the Second Appraiser as the FMRR, and suchdetermination shall be final and binding upon the parties. Each party shall pay the fees andexpenses of the appraiser appointed by such party, and the fees and expenses of the ThirdAppraiser, and all other expenses, if any, shall be borne by theparty whose determination of FMRR was not selected by the Third Appraiser. Any appraiserdesignated to serve as above provided shall be disinterested, shall be a member of the AmericanInstitute of Real Estate Appraisers, and shall be familiar with commercial property values inMiami-Dade County.
 
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For purposes of this Section 52, the term “Permitted Transferee” shall mean any Affiliate towhom the Lease has been assigned pursuant to the terms of Section 15 of the Lease.Tenant’s or the Permitted Transferee’s right to extend the term of this Lease for the FirstExtension Term shall terminate if (i) this Lease or Tenant’s or the Permitted Transferee’s right topossession of the Premises is terminated, (ii) Tenant or the Permitted Transferee, at any timeduring the Lease Term, assigns any of its interest in this Lease or sublets any portion of thePremises (other than to an Affiliate by Tenant in accordance with the terms of Section 15 of theLease), or (iii) Tenant or the Permitted Transferee fails to timely exercise its option under thisSection 52A. for the First Extension Term, time being of the essence with respect to Tenant’s orthe Permitted Transferee’s exercise thereof.B. Provided no default exists and Tenant or a Permitted Transferee is occupying the entirePremises at the time of such election, Tenant or a Permitted Transferee may renew this Lease for asecond additional period of five (5) years (the “**Second Extension Term**”) on the same terms providedin this Lease (except as set forth below), by delivering written notice (the “**Second RenewalNotice**”) of the exercise thereof to Landlord at least twelve (12) months prior to the expiration ofthe First Extension Term. Upon Tenant’s or a Permitted Transferee’s timely notice of the exerciseof the option to renew for the Second Extension Term, the Lease shall be extended on the same termsprovided in this Lease, except as follows: (a) The Base Rent payable during such Second Extension Term shall be the FMRR forbuildings comparable to the Project in Miami-Dade County, Florida, at the commencementof such Second Extension Term, for space of equivalent quality, size, utility andlocation, with the length of the Second Extension Term, concessions, allowances,brokers’ fees and the credit standing of Tenant or the Permitted Transferee to be takeninto account; and (b) Landlord shall lease to Tenant or the Permitted Transferee, the Premises intheir then current condition, and Landlord shall not provide to Tenant or the PermittedTransferee any allowances (e.g., moving allowance, construction allowance, tenantimprovements allowance and the like) or other tenant inducements.Tenant’s or a Permitted Transferee’s right to extend the term of this Lease for the SecondExtension Term shall terminate if (i) this Lease or Tenant’s or the Permitted Transferee’s right topossession of the Premises is terminated, (ii) Tenant or the Permitted Transferee, at any timeduring the First Extension Term, assigns any of its interest in this Lease or sublets any portionof the Premises (other than to an Affiliate by Tenant in accordance with the terms of Section 15 ofthe Lease), or (iii) Tenant or the Permitted Transferee fails to timely exercise its option underthis Section 52.B for the Second Extension Term, time being of the essence with respect to Tenant’sor the Permitted Transferee’s exercise thereof.
 
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53. ROOF-TOP USAGE RIGHTS. At Tenant’s sole cost and expense, Tenant shall have theright (“**Rooftop Rights**”) to install, maintain and repair no more than two (2) antennas, satellitedishes or similar communications equipment (but not cell phone towers) (the “**Antenna**”) on the roofof one of the Buildings and such cabling, conduit and other ancillary equipment as are reasonablynecessary to operate the Antenna (the “**Ancillary Equipment**”), all as such Antenna and AncillaryEquipment shall be approved in writing by Landlord, in Landlord’s sole and absolute discretion,provided that such Antenna and Ancillary Equipment shall be for the sole use of the Tenant in theconduct of its business and further that such Antenna and Ancillary Equipment shall be reasonablyconsistent with the needs of Tenant’s business operations at the Premises. The Antenna and theAncillary Equipment are hereinafter sometimes collectively referred to as the “**Equipment**” and areunder and subject to the following conditions:(a) Tenant shall comply with all applicable laws and requirements and shall obtain, anddeliver to Landlord written evidence of, any approval(s) required under any recorded covenants orrestrictions applicable to the Building.(b) Tenant shall obtain Landlord’s prior approval of the location of the Equipment on the roofof the Building and of the specifications for the Equipment. Tenant acknowledges that Landlord’sapproval of the location of the Equipment will take aesthetics into account. Tenant agrees to payall costs to erect a parapet wall or other visual screen that Landlord, in its sole discretion, mayrequire, so that the Equipment is not visible from the ground. Tenant agrees to follow Landlord’sroofing contractor’s recommendations and requirements in connection with the installation of theEquipment on the roof of the Building. Tenant shall pay all reasonable costs incurred by Landlordin connection with the Equipment including without limitation all commercially reasonablearchitectural, engineering, contractors’, consultants and legal fees.(c) Tenant shall: (i) deliver to Landlord the plans, specifications and necessary permits,together with certificates evidencing that Tenant’s contractors and subcontractors have adequateinsurance coverage naming Landlord and Landlord’s agent as additional insureds, at least ten (10)days prior to the commencement of the installation of the Equipment; (ii) confirm to Landlord thatsuch installation of the Equipment shall not impair the structural strength of the Building or anyother improvements or reduce the value of the Project or affect any utility lines, communicationlines, equipment or facilities in the Building serving any tenant other than Tenant; (iii) complywith Section 12 of the Lease; (iv) confirm to Landlord that the occupants of the Building and ofany adjoining property shall not be disturbed by the installation and operation of the Equipment;and (v) remove or relocate the Equipment from the roof of the Building at Tenant’s sole cost andexpense so that Landlord may effectuate any repairs, maintenance or replacement of the roof thatLandlord’s property manager deems necessary in its sole discretion.(d) Landlord and Tenant shall each use good faith efforts to schedule a time and date for theinstallation of the Equipment that is mutually satisfactory and convenient. At least three (3)business days prior to installation, Tenant shall notify Landlord of the date andtime of the installation. Landlord or Landlord’s agent shall have the right to be presentduring the installation.
 
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(e) Tenant shall maintain the Equipment in a safe, good and orderly condition. Theinstallation, maintenance, repair and removal of the Equipment shall be performed at Tenant’s soleexpense in a manner which will not impair the integrity of, damage or adversely affect the warrantyapplicable to, the roof or any other portion of the Building.(f) No later than the expiration or sooner termination of the Term, at Tenant’s sole expense,Tenant shall remove the Equipment and repair any resulting damage.(g) Tenant’s indemnification of Landlord pursuant to Section 16C of this Lease also applies tothe Equipment and Tenant’s use of any portion of the Building therefor. Without limiting theforegoing, Tenant shall solely be responsible for any damages or injury caused by or in any wayrelating to the Equipment, including, but not limited to, damage or injury caused by reason of theEquipment collapsing or being blown from the roof or any other portion of the Building.(h) Tenant acknowledges that at the time this Lease is executed, Landlord may have leasedspace on the roof of the Building and may hereafter lease additional space on the roof of theBuilding to other tenants for uses including, without limitation, the installation, maintenance andoperation of equipment and facilities, and that such tenants may from time to time replace, add toand/or upgrade such equipment and facilities. The Equipment shall be installed, utilized andmaintained in a manner so as not to cause interference with any other tenants of the Building orthe Project, including, without limitation, other tenants on the roof of the Building existing onor prior to the Commencement Date (“**Pre-Existing Tenants**”), or their equipment or facilities,including, without limitation, any equipment or facilities of such Pre-Existing Tenants, nor causedamage to the equipment or facilities of such other Pre-Existing Tenants. In the event theEquipment does interfere with any other Pre-Existing Tenants or user of the Building or theProject, or their equipment or facilities, including, without limitation, any equipment orfacilities of such tenant or user of the Building or the Project, as same may be replaced, added toor upgraded (to the extent permitted by applicable law), Tenant shall have three (3) business daysafter receipt of written notice of such interference in which to take all steps necessary tocorrect and eliminate such interference at its sole cost and expense, except in the event of anemergency in which event Tenant shall have only twenty-four (24) hours following receipt of notice,including, without limitation, telephonic notice of such interference, to eliminate suchinterference. Should such interference not be eliminated, in Landlord’s sole discretion, withinsuch three (3) business day (or twenty-four (24) hour, as applicable) period (the “**InterferenceGrace Period**”), then Tenant shall cease operations of the Equipment, except for intermittenttesting periods. If Tenant cannot eliminate such interference within thirty (30) days following theInterference Grace Period, Landlord shall have the right to terminate the Rooftop Rights, withoutan abatement or reduction in Rent effective on the date Landlord gives Tenant written notice of itselection to terminate the Rooftop Rights. Nothing contained herein shall be construed as limitingLandlord from pursuing any cause of action against Tenant on account of such breach.
 
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(i) Tenant acknowledges that Landlord has not and does not hereby make any representations orwarranties whatsoever to Tenant regarding the potential interference with the Equipment emanatingfrom the equipment or facilities of Landlord or any other tenants or owners of the Building orother buildings, whether owned by Landlord or not, in the vicinity of the Building and thatLandlord shall have no responsibility whatsoever to Tenant with respect to any present or future,actual or potential interference from any such other equipment or facilities located on theBuilding or any other such building in the vicinity of the Building.(j) Tenant’s Equipment shall provide microwave/radio/cellular telecommunication service(“**Telecommunication Service**”) for Tenant’s use only. Without limiting the foregoing, Tenant shallhave no right to use the Equipment as a conduit for providing Telecommunication Service to others,including, without limitation, tenants or users of the Building, the Project, or anywhere else,except with the prior written consent of the Landlord, which consent shall be in the solediscretion of the Landlord.(k) Landlord shall have the right at any time to require Tenant to move all or any part of theEquipment to any other space in the roof of the Building (but Tenant shall not be responsible forany costs to erect a parapet wall or other visual screen that Landlord may require for the newlocation). If Landlord elects to have Tenant relocate all or any part of the Equipment, Landlordshall give Tenant written notice at least ten (10) days prior to the move date.54. FORCE MAJEURE EVENT AND TENANT’S OBLIGATIONS. This Lease and the obligations ofLandlord hereunder shall not be affected or impaired becauseTenant is unable to fulfill any of its obligations hereunder or is delayed in doing so, ifsuch inability or delay is caused by reason of a Force Majeure Event, and the time for Tenant’sperformance shall be extended for the period of any such delay provided, however, that a ForceMajeure Event shall be inapplicable to any payments of money due from Tenant or Landlord under thisLease.55. CHANGES TO PROJECT . Landlord shall have the right, in Landlord’s sole discretion,from time to time, to make changes to the size, shape, location, legal description, number andextent of the improvements comprising the Project, to sell portions of the Project or to expand theProject by adding additional real property or buildings to the Project (hereinafter collectivelyreferred to as “Changes”). Such Changes may include, but are not limited to, the Common Areas,security systems, parking control systems, driveways, entrances, parking spaces, parking areas andlandscaped areas. In the event Landlord makes any such Changes, including without limitation,adding to the Project any additional building containing rentable area, Landlord may elect toinclude certain expenses and/or real property taxes with respect to any such additional building asOperating Expenses and/or Real Property Taxes (as the case may be), in which case Tenant’s Pro RataShare of Operating Expenses with respect to such expenses and/or real property taxes shall bemodified to reflect the rentable area of such additional building. In connection with the Changes,Landlord may, among other things, erect scaffolding or other necessary structures at the Project,limit or eliminate access to portions of the Project, including portions of the Common Areas, orperform work in the Building or within the Project which work may create noise, dust or leavedebris within the Project. Tenant hereby agrees that such Changes and Landlord’s actions inconnection with such Changes shall in no way constitute a constructive eviction of Tenant orentitle Tenant to any abatement of rent. Provided that theChanges do not prohibit access to or the Permitted Use of the Premises or reduce the amount ofthe Parking Spaces or relocate the Parking Area, Landlord shall have no responsibility or for anyreason be liable to Tenant for any direct or indirect injury to or interference with Tenant’sbusiness arising from the Changes, nor shall Tenant be entitled to any compensation or damages fromLandlord for any inconvenience or annoyance occasioned by such Changes or Landlord’s actions inconnection with such Changes.
 
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56. RIGHT OF FIRST OFFER TO LEASE ADDITIONAL SPACE. Landlord and Tenant herebyacknowledge and agree that, subject to the rights of other current and future tenants or occupantsin the Project, Tenant shall have a right to lease Right of First Offer Space (the “**ROFO**”) as setforth more specifically below:a. As used in this Lease, “**ROFO Space**” shall mean space in any of the buildings identified as7D, 7F, 7G, 7H, 7L, 7M, 7N and 7W on the site plan attached hereto as Exhibit A-1, as, whenand if the same becomes available for lease by the Landlord.b. Landlord agrees that prior to entering into a new lease with any prospective tenant orother occupant it shall provide Tenant with written notice (the “**Offer Notice**”) offering the ROFOSpace to Tenant, which Offer Notice shall include all of the terms and conditions under whichLandlord is willing to lease the ROFO Space to Tenant (including without limitation the locationand approximate square footage of the ROFO Space, the Base Rent payable for such ROFO Space and anyadditional parking that will be made available with such ROFO Space). Tenant shall evidence itsreceipt of the Offer Notice by confirming receipt thereof in writing to Landlord promptly afterTenant’s receipt of the Offer Notice. The terms to be included in the Offer Notice shall bedetermined by Landlord in its commercially reasonable discretion. Tenant shall have ten (10)business days from receipt of the Offer Notice to elect, in writing, to lease the ROFO Space,failing which Tenant shall have no further right to lease such ROFO Space and Landlord may enterinto a lease with a third party for such space or portion thereof on such terms as shall bedetermined by Landlord.c. Notwithstanding anything to the contrary contained herein, if after using good faithcommercially reasonable efforts, Landlord and Tenant have not entered into an amendment to add theROFO Space to the Lease within thirty (30) days of the date that Tenant has elected, pursuant tosubsection (b) above, to lease the ROFO Space, then (i) the Tenant’s right of first offer shall benull and void and Tenant shall have no further right to lease the ROFO Space, (ii) Tenant shallexecute and deliver to Landlord such document as is reasonably acceptable to Landlord indicatingthat the right of first offer is null and void and that Tenant has no further right to lease theROFO Space.d. Tenant shall not be entitled to exercise the ROFO at any time when Tenant is in defaultunder the Lease and such default has continued beyond any applicable notice and grace period.e. Tenant’s ROFO for the ROFO Space in question shall automatically expire at the time thatLandlord sells or ceases to own the applicable ROFO space.
 
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f. Landlord further agrees that if Landlord has made an Offer Notice to Tenant, and Landlordsubsequently determines that it would be willing to offer to the market a Base Rent in an amountthat is lower than the Base Rent for the ROFO Space that was the subject of such Offer Notice by15% or more, Landlord will re offer the ROFO Space to Tenant in accordance with the terms ofsection 56b. above.57. RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES. Landlord and Tenant herebyacknowledge and agree that provided that: (i) no Event of Default by Tenant exists under thisLease, (ii) Tenant has not assigned this Lease or sublet all or part of the Premises (except aspermitted under the terms of the Lease), or (iii) Tenant is not holding over in the Premises,Tenant shall have a one time right to purchase the Premises from the Landlord as set forth morespecifically below:a. Landlord agrees that prior to offering the Premises for sale to any prospective purchaser,Landlord shall provide Tenant with written notice (the “**Sale Offer Notice**”) offering the Premisesto Purchaser, which Sale Offer Notice shall include all of the terms and conditions under whichLandlord is willing to sell the Premises to Tenant. Tenant shall evidence its receipt of the SaleOffer Notice by confirming receipt thereof in writing to Landlord promptly after Tenant’s receiptof the Sale Offer Notice. The terms to be included in the Sale Offer Notice shall be determined byLandlord in its commercially reasonable discretion and shall include a release or a partial releaseof the Premises from any mortgage encumbering the Premises. Tenant shall have ten (10) businessdays from receipt of the Sale Offer Notice to elect, in writing, to purchase the Premises inaccordance with the terms of the Sale Offer Notice, failing which Tenant shall have no furtherright to purchase the Premises and Landlord may sell the Premises or any portion thereof to a thirdparty on such terms as shall be determined by Landlord.b. Notwithstanding anything to the contrary contained herein, if after using good faithcommercially reasonable efforts, Landlord and Tenant have not entered into a purchase and saleagreement for the Premises within thirty (30) days of the date that Tenant has elected, pursuant tosubsection (a) above, to purchase the Premises in accordance with the terms of the Sale OfferNotice, then (i) the Tenant’s right of first offer to purchase the Premises shall be null and voidand Tenant shall have no further right to purchase the Premises, (ii) Tenant shall execute anddeliver to Landlord such document as is reasonably acceptable to Landlord indicating that the rightof first offer is null and void and that Tenant has no further right to purchase the Premises.c. Tenant’s right of first offer to purchase the Premises as set forth in this Section 56 (the“Offer Right”) is personal to Tenant and may not be assigned by Tenant in connection with anassignment of this Lease or otherwise. The Offer Right may not be exercised by anyone other thanTenant. Any attempted assignment of the Offer Right shall be of no effect and the Offer Rightshall become forever null and void as of the date of the purported assignment.Tenant expressly acknowledges and agrees that the Offer Right shall not apply in the event ofany of the following: (i) The sale of the Premises to an affiliate of Landlord or to a government entity;
 
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 (ii) The sale of the Premises in connection with a sale of all or substantially allof Landlord’s assets or shares (or interests); (iii) The entering into of any management agreement or any similar agreement whichtransfers control of the Project by Landlord; (iv) The entering into by Landlord of any ground lease, mortgage, or trust deed uponall or any portion of the Project, any advances made thereunder and all renewals,modifications, consolidations, replacements, extensions, and re-financings thereof; (v) The entering into a contract by Landlord for the sale of more than one propertywherein the Project is one of such properties; or (vi) Any transfer of the Project for no material consideration for estate planningor other similar purposes.The Offer Right shall be subject and subordinate to any mortgage now, or hereafter placed,upon the Project or any portion of the Project, and to any renewals, modifications, consolidations,replacements, extensions, and re-financings thereof. Tenant agrees to use good faith andcommercially reasonable efforts to execute and acknowledge any such SNDA as Landlord reasonablyrequests (provided same is in form and substance reasonably acceptable to Tenant) within ten (10)business days after Landlord’s delivery of the same to Tenant. Tenant’s failure to execute theSNDA within ten (10) business days after written demand shall constitute an Event of Default byTenant hereunder.**[SIGNATURE PAGE FOLLOWS]**
 
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**IN WITNESS WHEREOF**, the parties hereto have signed, sealed and delivered this Lease in severalcounterparts each of which shall be deemed an original, but all constituting a single agreement, atMiami-Dade County, Florida, as of the day and year first above written.         Witnesses:   **LANDLORD**:               MCP EWE, LLC, a Delaware limited liability company           [Signature not legible]   /s/ Ed Easton                  [Signature not legible] (As to Landlord)                     **TENANT**:               HEARTWARE, INC., a Delaware corporation               By: /s/ Douglas E. Godshall                 Name: Douglas E. Godshall  [Signature not legible]      Title:   President/CEO            [Signature not legible] (As to Tenant)        
 
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**EXHIBIT A****LAND**