Blueprint





  Exhibit 10.1








LEASE

 

1. Fundamental
Lease Provisions and Exhibits.

 

1.1. Fundamental
Lease Provisions.

 


	

Lease
Date:

	

As of
the 20th day of April, 2018


	
 

	
 


	

Commencement
Date:


 


Estimated
Commencement Date:


 

	

As
defined in Section 2.2 below


 


August
1, 2018


	

Landlord:


Landlord
Address::

	


CIO UNIVERSITY TECH, LLC, a Delaware limited liability
company


c/o
Tower Realty Partners, Inc.


135 W.
Central Blvd.


Suite
900


Orlando,
FL 32801


 


	

Tenant:

	


LIGHTPATH TECHNOLOGIES, INC., a Delaware
corporation


	

Tenant
Address:


 

	

2603
Challenger Tech Court


Suite
100


Orlando,
Florida 32826


Attn:
Jim Gaynor


 


	

Notice
and Billing Address:

	

Landlord
– Same as above


Tenant
– Same as above with a copy to:


 


Baker
& Hostetler, LLP


Attn:
Jeff Decker


200
South Orange Avenue


Suite
2300


Orlando,
FL 32801


 


	

Property
Name:

	


University Tech Center


	

Property
Address:

	

12501-12565
Research Parkway, Orlando, FL 32826


City of
Orlando, County of Orange, Florida.


 


	

Property
Description:

	

See
Exhibit “D” attached hereto and incorporated
herein.


 


	

Suite
Leased:

	

Suite
180


 


	

Lease
Term:

	

Forty-Eight
(48) months commencing on the Commencement Date of Lease and ending
on the last day of the forty-eighth (48th) month
thereafter.







 




 

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Leased
Area:

	

Approximately
12,378 square feet of rentable area.


 


	

Leasehold
Improvements to


be
provided by Landlord:


 

	

 


[X]
Yes                       [
] No


	

Annual
Minimum Rent:

	

$222,804.00,
payable in monthly installments of $18,567.00 (Subject to
adjustment as set forth in this Lease), as set forth on Exhibit
“G”. Rent and all other sums payable by Tenant to
Landlord under this Lease, plus any applicable tax, shall be paid
to Landlord, without deduction or offset (subject to the terms
hereof), to CIO RESEARCH COMMONS,
LLC c/o Tower Realty Partners, Inc., 135 W. Central Blvd.,
Suite 900, Orlando, FL 32801, or such other place as Landlord may
hereafter specify in writing. Landlord directs that payments under
this Lease be made to CIO Research Commons, LLC until such time as
otherwise directed by Landlord.


 


	

Security
Deposit:


 

	

$18,567.00


	

Tenant’s
Proportionate Share


of
Operating Expenses:

	

Fourteen
and 83/100 percent (14.83%). Estimated monthly payments of
$5,384.43 based on 2018 Estimated Operating Budget.


 


	

Permitted
Use:

	

General
Office, Administrative, Research, Development and Light
Manufacturing uses.


 


	

Special
Provisions Incorporated into Addendum: [X] Yes [ ] No


	
 






1.2. Effect
of Reference to a Fundamental Lease Provision. Each reference in
this Lease to any of the Fundamental Lease Provisions contained in
Section 1.1. shall be construed to incorporate all of the terms
provided under each such Fundamental Lease Provision.

 

1.3. Exhibits.
The Exhibits listed in this Section and attached to this Lease are
hereby incorporated in and made a part of this Lease:

 


	

EXHIBIT
“A”

	

-

	

Site
Plan of the Property


	

EXHIBIT
“B”

	

-

	

Landlord’s
Work


	

EXHIBIT
“C”

	

-

	

Rules
and Regulations for Property


	

EXHIBIT
“D”

	

-

	

Legal
Description of Property


	

EXHIBIT
“E”

	

-

	

Intentionally
Omitted


	

EXHIBIT
“F”

	

-

	

Commencement
Date Confirmation


	

EXHIBIT
“G”

	

-

	

Addendum,
if applicable






 



 

2







 





 

2. Premises and
Term.

 

2.1. Premises.
The Landlord hereby leases to the Tenant and the Tenant hires and
takes from the Landlord the Suite Leased (hereinafter referred to
as the “Premises”) shown on the Site Plan of the
Property located in the improved building(s) on the Property (the
“Building”), subject to and with the benefits of the
terms, covenants, conditions and provisions of this Lease, together
with appurtenances specifically granted in this Lease and the
non-exclusive use in common with other tenants in the Building and
the Property, those sidewalks, entries, passages, corridors, halls,
lobbies, stairways, elevators, and other common facilities of the
Property, but reserving to the Landlord (i) the use of (a) the
exterior faces of all exterior walls and (b) the roof; and (ii) the
right (but not the obligation) to install, maintain, use, repair
and replace pipes, ducts, conduits and wire through the Premises
and serving the other parts of the Building; provided, however,
that Landlord shall use reasonable efforts not to interfere with
Tenant’s operations at or from the Premises in connection
with the exercise of such rights. For the purposes of this Lease,
the Premises shall be conclusively deemed to consist of the number
of square feet of Leased Area as set forth in Section 1.1.
hereof.

 

2.2. Term.
The Term of this Lease shall commence on the earlier of (the
“Commencement Date”) (i) fifteen (15) days after the
issuance of a written notice (the “Final Notice”) given
by the Landlord to the Tenant informing the Tenant that the
improvements to the Premises as provided for in Section 3.1. hereof
have been Substantially Completed (as defined on Exhibit
“B”), or (ii) the day the Tenant commences its business
operations in the Premises, and shall end at Noon on the last day
of the last month of the Lease Term, unless sooner terminated as
hereinafter provided (the “Termination Date”). Landlord
shall use all reasonable efforts to deliver possession of the
Premises to the Tenant on or before the Estimated Commencement
Date. However, if Landlord, for any reason whatsoever (other than a
Tenant Delay (as hereinafter defined) or Force Majeure (as
hereinafter defined)) fails to deliver possession of the Premises
to Tenant within sixty (60) days after the Estimated Commencement
Date (the “Outside Commencement Date”), then Landlord
shall provide to Tenant a credit for one (1) day of Rent for the
Premises for each day that possession of the Premises is delayed
beyond the Outside Commencement Date, which credit shall be applied
to Rent that Tenant would otherwise first be obligated to pay
hereunder. Other than as expressly set forth in this Section 2.2,
this Lease shall not be void or voidable, nor shall Landlord be
liable to Tenant for any loss or damage resulting therefrom (other
than as expressly set forth above) if Landlord fails to deliver
possession of the Premises to Tenant on or before the Outside
Commencement Date. Once the Commencement Date and Termination Date
of the Lease Term have been determined, the Landlord and the Tenant
shall execute, acknowledge and deliver a written Commencement Date
Confirmation in the form set forth on Exhibit “F”. Such
statement, when so executed, acknowledged and delivered, will be
deemed to be incorporated in and become a part of this
Lease.

 




 

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3. Leasehold
Improvements.

 

3.1. Construction
of Leasehold Improvements. The Landlord shall, at its sole cost and
expense, improve the Premises as set forth in Exhibit
“B” (“Landlord’s Work”). In addition
to the foregoing, Landlord shall perform, or cause to be performed,
any and all renovations and improvements to the kitchen and
bathrooms (the “Renovations”) at the Premises, the cost
of which shall be performed at Landlord’s sole cost and
expense and shall not be deducted from the TI Contribution (as
hereinafter defined). The Renovations shall be deemed to be a part
of the Landlord’s Work. The parties acknowledge and agree
that the Renovations shall use building standard materials and
finishes. Any improvements to the Premises other than those set
forth in Exhibit “B” shall be constructed by the
Landlord at the sole cost and expense of the Tenant
(“Tenant’s Work”). No later than five (5)
business days after the execution of this Lease by the Tenant
Tenant shall furnish Landlord with a “Preliminary Space
Plan” for the Premises, in form reasonably acceptable to
Landlord, drawn to a scale of one-quarter inch (1⁄4”)
equals one (1) foot to be used for the construction of
Landlord’s Work. Within ten (10) business days after
Landlord’s receipt of the Preliminary Space Plan, Landlord
shall prepare and furnish to Tenant an estimated cost of
construction of Landlord’s Work based on the Preliminary
Space Plan, including in the estimate separate entries for labor,
material and a construction management fee in the amount of three
percent (3%). No later than five (5) business days after submission
of Landlord’s estimate of construction costs to Tenant, as
set forth above, Tenant shall either agree to the estimate and
authorize Landlord to proceed with the Landlord’s Work or
furnish to Landlord specific objections to the Work estimate. If
Landlord and Tenant are unable to agree upon the construction cost
for Landlord’s Work within thirty (30) days from the
execution of this Lease by the Tenant, then Landlord or Tenant
shall have the right to terminate this Lease upon three (3) days
written notice to the other and, thereupon, neither Landlord nor
Tenant shall have any further rights or obligations under this
Lease and the Security Deposit shall be promptly returned to
Tenant. The agreed cost of construction of Landlord’s Work
shall be paid by Landlord from the TI Contribution as set forth in
Exhibit “B” hereof. The Excess TI Contribution (as
defined in Exhibit “B”) shall be paid by Tenant to
Landlord in accordance with the terms set forth on Exhibit
“B”.

 

3.2. Ownership
of Improvements. All improvements to the Premises shall remain the
property of the Landlord upon the expiration of the Term other than
Tenant’s furniture, trade fixtures and equipment. In no event
shall Tenant make any improvements or alterations to the Premises,
including the installation and removal of trade fixtures, without
the prior written consent of Landlord (subject to the terms of
Section 7.2.2. of this Lease).

 

4. Rent and Other
Payments.

 

4.1. Payment.
All Annual Minimum Rent and Additional Rent, and other charges
payable to Landlord under any provision of this Lease (collectively
referred to herein as “Rent”) shall be paid to Landlord
or as the Landlord may otherwise designate, in lawful money of the
United States at the address of the Landlord or at such other place
as the Landlord in writing may designate, without any set-off or
deduction whatsoever, and without any prior demand therefor. In
addition to the payment of the Rent and other charges, Tenant shall
also pay to Landlord, at the time of payment of such Rent and other
charges, all sales, use and/or occupancy taxes payable by virtue of
any such payment. Rent for any period beginning during the Term
hereof which is for less than one (1) month shall be a prorated
portion of the monthly installment. Upon execution of this Lease,
in addition to the Security Deposit, Tenant shall pay Additional
Rent for the first full month of the Lease Term, which amount shall
be credited towards Tenant’s first due payment of Additional
Rent following the Commencement Date.

 




 

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4.2. monthly
installments in advance on the first day of each calendar month
included in the Lease Term. Tenant acknowledges that late payment
by Tenant to Landlord of Rent or other sums due hereunder will
cause Landlord to incur costs not contemplated by this Lease, the
exact amount of which would be extremely difficult and impractical
to ascertain. Such costs include, but are not limited to,
processing and account charges, and late charges, which may be
imposed on Landlord by the terms of any Mortgage encumbering the
Premises. Therefore, in the event any installment of Rent or any
sum due hereunder is not paid within five (5) days after such
amount is due, Tenant shall pay to Landlord as Rent, a late charge
equal to five percent (5%) of each such installment or other sum or
Twenty Five ($25.00) Dollars per month, whichever is greater. A sum
of Fifteen ($15.00) Dollars shall also be due from and paid by
Tenant to Landlord for each returned check.

 

4.3. All
sums due from Tenant to Landlord shall be considered Rent
regardless of whether specifically defined as such.

 


4.4. Additional
Rent. In addition to Annual Minimum Rent, Tenant shall pay as
“Additional Rent”, Tenant’s Proportionate Share
of Operating Expenses. Landlord shall furnish to Tenant, prior to
January 31st of each year, Landlord’s estimate of Operating
Expenses for the coming year. The estimate shall be determined as
though the Building were occupied at the actual occupancy rate or
at an occupancy rate of ninety-five percent (95%), whichever is
higher. Tenant shall pay to Landlord, on the first day of each
month as Additional Rent, an amount equal to one-twelfth (1/12) of
Tenant’s Proportionate Share of Landlord’s estimate of
Operating Expenses. Until Landlord shall furnish such estimate to
Tenant, Tenant shall pay to Landlord, on the first day of each
month, an amount equal to the Additional Rent payable during the
preceding month. If there shall be any increase or decrease in
Operating Expenses for any year, whether during or after such year,
Landlord shall furnish to Tenant a revised estimate and the
Additional Rent shall be adjusted and paid or refunded, as the case
may be. If the calendar year for which such estimate is furnished
ends after the termination of this Lease, or begins before the
commencement of this Lease, the Additional Rent payable hereunder
shall be prorated to correspond to that portion of the calendar
year occurring within the Term of this Lease. Within one hundred
twenty (120) days after the end of each calendar year, Landlord
shall furnish to Tenant an Operating Statement showing actual
Operating Expenses incurred for the preceding year, adjusted where
appropriate to a projected cost as though the Building were
ninety-five percent (95%) occupied for any periods where actual
occupancy was less than ninety-five percent (95%). If the Operating
Statement shows that the sums paid by Tenant exceed Tenant’s
Proportionate Share of Operating Expenses, Landlord shall promptly
either refund to Tenant the amount of such excess or credit the
amount thereof against subsequent payments of Rent; and if the
Operating Statement shows that the sums paid by Tenant were less
than Tenant’s Proportionate Share of the same, Tenant shall
pay the amount of such deficiency within twenty (20) days after
demand therefor. Failure or delay of Landlord to submit the written
statement referred to herein shall not waive any rights of
Landlord. For purposes of this Lease, “Operating
Expenses” shall mean and include costs and disbursements
(other than income taxes) of every kind and nature which Landlord
shall pay or become obligated to pay because of or in connection
with the management, maintenance, repair or operation of the
Building or the Property, including, without limitation, real
property taxes, personal property taxes, common area electricity,
steam, water, gas, fuel, heating, lighting, air conditioning,
window cleaning, common area janitorial, insurance (including,
without limitation, fire, extended coverage, liability,
workmen’s compensation, elevator or any other insurance
carried by Landlord and applicable to the Building or the
Property), parking lot maintenance (including re-striping),
landscaping, painting, uniforms, management fees, supplies,
sundries, sales or use taxes on supplies and services, costs of
wages and salaries of all persons engaged in the operation,
administration, maintenance and repair of the Building or the
Property, and fringe benefits (including, without limitation,
social security taxes, pension, hospitalization, welfare or
retirement plans, or any other similar or like expenses incurred
under the provisions of any collective bargaining agreement, or any
other cost or expenses which Landlord pays or incurs to provide
benefits for employees so engaged in the operation, administration,
maintenance and repair of the Building or the Property), the charge
of any independent contractor who, under contract with Landlord or
its representative, does any of the work of operating, maintaining
or repairing of the Building, legal and accounting expenses
(including, without limitation, such expenses as relate to the
seeking or obtaining of reductions in and refunds of real estate
taxes), and any other expenses or charges not hereinabove mentioned
which in accordance with generally accepted accounting and
management principles for properties in Florida similar to the
Property would be considered an expense of managing, operating,
maintaining or repairing the Building or the Property. Landlord
shall also be responsible, at Landlord’s sole cost and
expense (and not as an Operating Expense), for making all capital
improvements to the Building required by applicable law.
Notwithstanding the foregoing, Tenant shall also pay to Landlord,
as Additional Rent, when and as billed by Landlord, Tenant’s
Proportionate Share of the cost of capital improvements made to the
Building by Landlord after the Lease Date which are (i) intended to
result in a reduction of Operating Expenses; or (ii) to comply with
any law or regulation that was not applicable to the Building on
the Lease Date, amortized over the useful life of such capital
improvements consistent with generally accepted accounting
principles, together with interest on the unamortized balance at
the rate of interest reasonably available to Landlord for the
borrowing of funds for construction of such capital improvements;
provided that Tenant shall only be responsible for its
Proportionate Share of such amortized amounts applicable to the
Lease Term. In the case of any capital improvement which is
intended to result in a reduction in Operating Expenses, the total
cost of such capital improvement included in Operating Expenses
shall not exceed the reduction in Operating Expenses resulting from
such capital improvement as reasonably estimated, in accordance
with accepted engineering practices, by Landlord’s engineer
at the time of installation. Operating Expenses shall also include
the costs of routine maintenance and repair of the HVAC system in
the Premises, provided that if there are any charges for the
maintenance or repair of the HVAC system in the Premises which are
attributable to the abuse of the system by the Tenant, or directly
caused by Tenant’s negligence or willful misconduct, Tenant
shall be separately charged, and shall pay as Additional Rent
hereunder such excess charges caused by the abuse of the system, or
movement or particular preferences of employees of Tenant.
Tenant’s Proportionate Share of Operating Expenses for 2018
is estimated to be $5.22 per rentable square foot. Tenant’s
Proportionate Share of controllable Operating Expenses (meaning all
Operating Expenses other than taxes, utilities, insurance and any
fees imposed by the Central Florida Research Park) will not
increase in any one (1) calendar year by more than five percent
(5%) of Tenant’s Proportionate Share of controllable
Operating Expenses for the previous calendar year.

 




 

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4.5. Security
Deposit. Upon full execution of this Lease by Landlord and Tenant,
Tenant shall pay to Landlord a Security Deposit in the amount set
forth in Section 1.1. hereinabove, to be held by Landlord for the
faithful performance by Tenant of Tenant’s covenants and
obligations hereunder, it being expressly understood that the
Security Deposit shall not be considered as an advance payment of
Rent or as a measure of Landlord’s damages in the event of a
Default (as hereinafter defined) by Tenant. If at any time during
the Term hereof, or the Term as it may be extended, the Tenant
shall be in Default in payment of Rent, the Landlord may, but shall
not be obligated to, apply all or a part of the Security Deposit
for such payment. The Landlord may also apply all or part of the
Security Deposit to repair damages to the Premises during or upon
the termination of the tenancy created by this Lease, subject to
any notice and cure provisions contained herein. In such event, the
Tenant shall, on demand, pay to the Landlord a like sum to
replenish the Security Deposit. If Tenant is not in Default at the
termination of this Lease, Landlord shall return the Security
Deposit to the Tenant. Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall
not be entitled to interest on the Security Deposit. Landlord and
Tenant agree that Landlord shall be entitled to immediately endorse
and cash Tenant’s Rent and Security Deposit check(s)
accompanying this Lease. It is further agreed and understood that
such action shall not guarantee acceptance of this Lease by
Landlord, but in the event Landlord does not accept this Lease, the
Tenant’s Rent and Security Deposit checks so delivered and
cashed (if applicable) shall be refunded in full to
Tenant.

 

5. Utility Services
and Maintenance by Landlord. The Landlord shall cause the necessary
mains, conduits and other facilities to be provided to supply
water, sanitary sewer facilities and electricity into the Premises,
and the Tenant hereby acknowledges that the Landlord has complied
with the provisions of this paragraph. The Tenant shall pay
directly all charges for electric, telephone and any other
utilities used or consumed in the Premises which are separately
metered to the Premises. A dumpster will be provided for refuse
collection and Tenant shall pay Landlord on a monthly basis in
advance Tenant’s portion of the water, sewer and refuse
collection charges for the Building as may be estimated by the
Landlord. This charge shall constitute Additional Rent as described
in Section 4.4. hereinabove. In the event that Tenant shall fail or
refuse to pay any utility charges individually metered to Tenant,
the Landlord may, but shall not be obligated to, pay such charges,
and Tenant shall reimburse the Landlord on demand. If Tenant uses
water or produces refuse in excess of normal use, Landlord, in its
commercially reasonable discretion may allocate Tenant the
increased cost for such services as measured or estimated by
Landlord, and Tenant shall pay Landlord, upon receipt from Landlord
of invoices evidencing such increased cost, any increased cost so
measured or estimated. Landlord shall keep or have kept in good
repair and order the exterior of the Building, including exterior
walls, roof and roof deck, and the parking area, exterior lighting,
common areas, structural components and landscaping, and shall also
keep the mechanical, electrical and plumbing systems at the
Building in good working order. The portion of the Building
intended to be designated as the exterior shall exclude those
portions herein covenanted and agreed by Tenant to be kept in
repair. For the purpose of this paragraph, it is expressly
understood that plate glass windows shall not be considered a part
of the exterior of the Building; if any plate glass window in the
Premises is damaged or broken Tenant shall be liable for its prompt
repair and replacement, unless such damage to the plate glass
windows is caused by Landlord or Landlord’s employees, agents
or contractors (the “Landlord Parties”).

 




 

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5.1. Tenant’s
Electric. The Premises electric consumption is separately metered
and billed monthly by Duke Energy to Tenant directly. Tenant shall
pay the cost of all electric consumption at the Premises directly
to the electric provider.

 

6. Insurance.

 

6.1. Insurance
to be Maintained by Tenant. Tenant shall maintain, at
Tenant’s expense, with companies acceptable to Landlord
during the term of this Lease (i) liability insurance in the form
of a Combined Single Limit Bodily Injury and Property Damage
Insurance Policy insuring Landlord and Tenant against any liability
arising out of use, occupancy or maintenance of the Premises and
all other areas appurtenant thereto in an amount not less than One
Million Dollars ($1,000,000) per occurrence and not less than Two
Million Dollars ($2,000,000) general aggregate with not less than
Three Million Dollars ($3,000,000) umbrella and deductible not to
exceed Ten Thousand Dollars ($10,000); (ii) a policy of special
cause of loss form property insurance covering loss or damage to
all of Tenant’s inventory, fixtures, furniture and equipment
located on the Premises to the extent of at least eighty (80%)
percent of their insurable value without deduction for
depreciation; and (iii) workers compensation insurance sufficient
to satisfy Tenant’s obligations and liabilities under
applicable workers compensation laws. During the term of this
Lease, the proceeds from any such policy or policies of insurance
shall be used for the repair or replacement of the property and
equipment so insured. Landlord will not carry insurance on
Tenant’s property. Tenant shall furnish Landlord with a
certificate of all insurance policies required by this Lease
evidencing the existence and amounts of such insurance with
Landlord and Landlord’s property manager (Tower Realty Asset
Management) named as additional insured and with loss payable
clauses satisfactory to Landlord no later than ten (10) days before
the commencement of the Lease Term. Renewals of such policies shall
be deposited with the Landlord no later than ten (10) days prior to
the expiration of the terms of such coverage. If the Tenant fails
to comply with such requirement, the Landlord may, but shall not be
obligated to, obtain such insurance and keep the same in effect,
and Tenant shall pay Landlord the premium costs thereof upon
demand.

 

6.2. Insurance
to be Maintained by Landlord. Landlord shall obtain and keep in
force, during the Lease Term, the following policies of insurance
with loss payable to Landlord: (i) a policy of Combined Single
Limit Bodily Injury and Property Damage Insurance, insuring
Landlord against any liability arising out of ownership, use,
occupancy or maintenance of the Building and Property; (ii) a
policy or policies of insurance covering loss or damage to the
Building and Property, but not Tenant’s inventory, fixtures,
furniture and equipment, in an amount not to exceed the full
replacement value thereof, as the same exists from time to time,
providing all risk protection against all perils included within
the classifications of fire, extended coverage, vandalism,
malicious mischief, special extended perils (“all
risk”, as such term in the insurance industry) and plate
glass insurance; (iii) a policy of rental value insurance in an
amount not less than one (1) year’s gross rentals for all
tenants occupying any portion of the Building: and (iv) any other
insurance the Landlord deems necessary or appropriate. The cost of
the insurance procured by Landlord shall be considered Additional
Rent of which the Tenant shall pay its Proportionate Share pursuant
to Section 4.4. hereof. If Landlord’s insurance premiums
exceed the standard premium rates because the nature of
Tenant’s operation and use of the Premises results in extra
hazardous exposure, then Tenant shall, upon receipt of appropriate
invoices from Landlord, reimburse Landlord for such increase in
premiums. It is understood and agreed between the parties hereto
that any such increase in premiums shall be considered as Annual
Minimum Rent due and shall be included in any lien for
rent.

 




 

7








 





 

6.3. Waiver
of Subrogation. As long as their respective insurers so permit,
Landlord and Tenant hereby mutually waive their respective rights
of recovery against each other for any loss insured by fire,
extended coverage and other property insurance policies existing
for the benefit of the respective parties. Each party shall obtain
any special endorsements, if required by their insurer, to evidence
compliance with the aforementioned waiver.

 

7. Additional
Covenants of Tenant.

 

7.1. Affirmative
Covenants. The Tenant covenants, at its expense, at all times
during the Lease Term:

 

7.1.1. To
perform promptly all of the obligations of the Tenant set forth in
this Lease and in the Exhibits and Addenda attached hereto, and to
pay when due the Rent to be paid by Tenant pursuant to this
Lease.

 

7.1.2. To
use the Premises only for the Permitted Use and to abide by and
conform to all use restrictions set forth in the certificate of
occupancy issued for the Premises, and in the Rules and Regulations
(as the same may be reasonably amended from time to time in
Landlord’s discretion, subject to the terms set forth on
Exhibit “C”), the mortgage(s), if any, filed of record
encumbering the Premises, and all other laws, orders, permits,
rules and regulations of any governmental authority claiming
jurisdiction over the Premises.

 

7.1.3. To
keep the Premises, including equipment, lighting, interior
plumbing, doors, floors, walls and windows, facilities and fixtures
therein, clean, neat and in good order, repair and condition, and
Tenant will not suffer or permit any waste of the Premises. Tenant
shall, at Tenant’s expense, keep in clean condition and good
repair all restroom fixtures and facilities within the Premises. If
Tenant’s acts or operations other than ordinary use result in
obstruction of sanitary sewer lines, Tenant shall pay to Landlord
the expense of Landlord’s clearing or repair of the sewer
lines. If there are any charges for the maintenance of the HVAC
system in the Premises which are attributable to the abuse of the
system by the Tenant or directly caused by Tenant’s
negligence or willful misconduct, Tenant shall be separately
charged, and shall pay as Rent hereunder such excess charges caused
by the abuse of the system, or movement or particular preferences
of employees of Tenant. Notwithstanding anything to the contrary
contained herein, Tenant is solely responsible for all repairs,
maintenance and replacement of any supplemental HVAC systems
serving the Premises if so installed by, or at the direction of,
Tenant (other than HVAC system(s), if any, installed as part of
Landlord’s Work).

 

7.1.4. To
keep the Premises equipped with all safety appliances required as a
result of Tenant’s particular use of the Premises in order to
comply with any law, ordinance, order or regulation of any
governmental authority or board of fire underwriters having
jurisdiction.

 

7.1.5. To
defend and hold the Landlord harmless and indemnified from all
injury, loss, claims and damage (including attorneys’ fees,
paralegals’ fees and disbursements) to any person or property
arising from or related to, or connected with the use or occupancy
of the Premises, the conduct or operation of the Tenant’s
business, or the Tenant’s work at the Premises unless caused
by or resulting from the negligence of Landlord, and / or the
Landlord Parties in the operation or maintenance of the Premises or
the Building. Should Landlord be named as a defendant in any suit
brought against Tenant in connection with or arising out of
Tenant’s occupancy of the Premises, Tenant shall pay to
Landlord its costs and expenses incurred in such suit, including
reasonable attorneys’ fees and paralegals’ fees and
costs.

 




 

8








 





 

7.1.6. To
permit Landlord or the Landlord’s agents to enter upon the
Premises at all reasonable times, upon twenty-four (24)
hours’ prior written notice, to examine and to make repairs,
alterations, improvements or additions to the Premises or the
Building (subject to the terms of this Lease) without the same
constituting an eviction of the Tenant, in whole or in part, and
all rents shall in no way abate while such repairs, alterations,
improvements or additions are being made by reason of loss or
interruption of business of the Tenant because of the prosecution
of any such work; provided, however, that Landlord shall use
commercially reasonable efforts to minimize any disruption to
Tenant’s business operations at the Premises in connection
therewith. The Landlord or the Landlord’s agents shall also
have the right, upon 24 hours’ prior written notice, to enter
upon the Premises at reasonable times to show them to prospective
mortgagees or purchasers of the Building. During the ninety (90)
days prior to the expiration of the term of this Lease, the
Landlord may show the Premises to prospective tenants upon 24
hours’ prior written notice to Tenant, and the Landlord may
also place upon at the exterior of the Premises the usual notices
“For Rent”, which notices the Tenant shall permit to
remain thereon without molestation.

 

7.1.7. To
pay on demand all of Landlord’s reasonable expenses
(including, without limitation, the attorneys’ fees,
paralegals’ fees and costs incurred by Landlord, whether or
not in litigation, including fees and costs incurred at appellate
levels and post-judgment proceedings in litigation) incurred by or
on behalf of Landlord in enforcing the obligations of the Tenant
under this Lease, pursuing any remedy of Landlord under this Lease,
or in curing any Default by the Tenant under this Lease, all
subject to the applicable notice and cure provisions set forth
herein.

 

7.1.8. To
forthwith cause to be discharged of record (by payment, bond, order
of a court of competent jurisdiction or otherwise) any
mechanic’s lien at any time filed against the Premises, the
Building or the Property for any work, labor, services or materials
claimed to have been performed at or furnished to the Premises for
or on behalf of the Tenant or anyone holding the Premises through
or under the Tenant, if Tenant fails to discharge same within 30
days after Tenant’s receipt of written notice that a lien has
been filed. If the Tenant shall fail to cause such lien to be
discharged within such 30 day time period, then, in addition to any
other right or remedy of the Landlord, the Landlord may, but shall
not be obligated to, discharge the same by paying the amount
claimed to be due, by bonding or by any other proceeding deemed
appropriate by the Landlord, and the amount paid by the Landlord,
and all costs and all expenses, including reasonable
attorneys’ fees and paralegals’ fees, incurred by the
Landlord in procuring the discharge of such lien shall be deemed to
be an additional assessment. The Landlord’s estate in the
Premises shall not be subject to any lien or liability under the
Lien Laws of the State of Florida.

 

7.1.9. To
quit and surrender to the Landlord the Premises upon the expiration
of the Lease Term or other termination of the Lease (subject to
Landlord’s maintenance, repair and replacement obligations
under this Lease), broom clean, in good order and condition,
ordinary wear and tear excepted, and at Tenant’s expense, to
remove all property of the Tenant, to repair all damages to the
Premises caused by such removal, and to restore the Premises to the
condition in which they were prior to the installation of the
articles so removed. All property not so removed within 10 days
after the expiration or earlier terminate of this Lease shall be
deemed to have been abandoned by the Tenant and may be retained or
disposed of by the Landlord, as the Landlord shall
desire.


 




 

9








 






 

7.1.10. To
remain fully obligated under this Lease, notwithstanding any
assignment or sublease or any indulgence by the Landlord to the
Tenant or to any assignee or sublessee.

 

7.1.11. To
fully understand and agree that the Landlord shall have no
liability for any loss or damage to Tenant’s business or
personal property arising out of, but not limited to, any of the
following causes on or about the Premises, the Building or the
Property: hurricanes, excessive rain, roofing defects, bursting of
pipes, fire, windstorm, malfunction of sewer or water system, or
interruption of utility services, unless so caused by the gross
negligence or willful misconduct of Landlord or the Landlord
Parties.

 

7.1.12. To
keep the Premises free from all rubbish, dirt, and debris and to
deposit all trash in trash receptacles to be furnished by Landlord
at designated locations within the common areas of the Property.
The Tenant understands that boxes and trash shall not be stacked
outside of the Premises and/or on any abutting roadway, driveway or
parking area.

 

7.1.13. To
provide Landlord with a financial statement of Tenant in form
satisfactory to Landlord upon execution of this Lease by Tenant,
and to provide additional financial statements of Tenant and/or
individual financial statements of shareholders or partners of
Tenant, if Tenant is a corporation or partnership, if so requested
by Landlord. Additional financial statements in form satisfactory
to Landlord shall be furnished to Landlord within ten (10) days of
notification. This provision shall not apply if Tenant is a
publicly traded company.

 

7.1.14. To
furnish to the Landlord any commercially reasonable documentation
requested by Landlord to show the status of this Lease. Any
reasonable changes to this Lease required by any Mortgagee of the
Landlord to satisfy the requirements for the financing or
refinancing of the Property unless they materially alter the terms
and conditions of this Lease, shall be agreed to and complied with
by the Tenant.

 

7.1.15. To
maintain throughout the term of this Lease a sign with
Tenant’s name thereon at or near the front entrance to the
Premises at a place designated by Landlord. Such sign shall be of a
size, design, material and specification as shall meet the
standards and criteria of Landlord. The written consent and
approval of Landlord shall be obtained prior to the installation of
any sign. A sign for which the written approval of Landlord has not
been obtained may be removed by Landlord at Landlord’s
discretion.

 

7.1.16. To
timely and directly pay the cost of all utilities separately
metered at the Premises, the service of which is directly
contracted by the Tenant. Tenant shall be responsible to timely and
directly pay janitorial services for the interior of the Premises
(unless Landlord determines, in its sole discretion, to include
janitorial services for the interior of the Premises in its annual
budget of Operating Expenses, which determination shall be made
annually by Landlord, in which event the use of janitorial services
for that year shall be included as a part of the Operating Expenses
and Tenant shall not be directly responsible
therefor).

 

7.2. Negative
Covenants. Tenant covenants at all times during the Lease Term and
such further time as the Tenant occupies the Premises, or any part
thereof:

 




 

10








 






 

7.2.1. Not
to injure, overload, deface or otherwise harm the Premises or any
part thereof or any equipment or installation therein; nor commit
any waste or nuisance; nor permit the emission of any objectionable
noise or odor; nor burn any trash or refuse in or about the
Premises; nor make any use of the Premises, or any part thereof or
equipment therein, which is improper, offensive or contrary to any
law or ordinance or to reasonable rules or regulations of the
Landlord as such may be promulgated from time to time; nor park any
vehicles so as to interfere with the use of driveways, walks,
roadways, highways, streets or parking areas.

 

7.2.2. Not
to make any alterations or additions to the Premises or to the
Building, nor permit the making of any holes in the walls, ceilings
or floors thereof, other than cosmetic alterations or additions
which do not require the issuance of a permit. Subject to the
foregoing, all alterations or improvements to the Premises shall be
made by Landlord at Tenant’s expense, unless Landlord and
Tenant shall otherwise agree in writing.

 

8. Prohibition Against
Mechanic’s Liens. Any liability of the Landlord or of the
Property for any work or improvements made upon the Premises by the
Tenant is hereby expressly prohibited. The interest of the Landlord
in and to the Premises, the Building and the Property shall not be
subject to liens for improvements made in or to the Premises by
Tenant or by Tenant’s employees, contractors, subcontractors
or agents. Tenant represents and warrants unto Landlord that any
construction contract which Tenant enters into for construction of
improvements in the Premises (which shall occur only following
Landlord’s express written consent) shall expressly prohibit
the filing of liens against the Landlord’s interest in the
Premises, Building and Property.

 

9. Assignment,
Subletting and Encumbrances.

 

9.1. Landlord’s
Consent Required. Tenant shall not assign, transfer, mortgage,
pledge, hypothecate or encumber this Lease or any interest therein,
nor sublet the Premises or any part thereof without the prior
written consent of Landlord, which consent may not be unreasonably
withheld by Landlord, and any assignment, transfer, mortgage,
pledge, hypothecation, or encumbrance without such consent being
first obtained shall be voidable and, at Landlord’s election,
shall constitute a default of Tenant under this Lease.

 

9.2. Tenant’s
Application for Consent. In the event that Tenant desires at any
time to assign this Lease or to sublet the Premises or any portion
thereof, Tenant shall submit to Landlord, in writing, at least
thirty (30) days prior to the proposed effective date of the
assignment or sublease: (i) a Notice of Intention to Assign or
Sublease, setting forth the proposed effective date, which shall be
no less than thirty (30) nor more than ninety (90) days after the
sending of such notice; (ii) the name of the proposed subtenant or
assignee; (iii) the nature of the proposed subtenant’s or
assignee’s business to be carried on in the Premises; (iv)
the terms and provisions of the proposed sublease or assignment;
(v) a current audited financial statement of the proposed subtenant
or assignee; and (vi) such additional information concerning the
proposed assignment or sublease and proposed assignee or sublessee
as the Landlord may reasonably request. Tenant shall pay Landlord a
handling fee of $500.00 to process any sublet or assignment request
and shall reimburse Landlord for reasonable attorney fees incurred
by Landlord.

 




 

11








 






 

9.3. Intentionally
Omitted.

 

9.4. Assignment
or Sublease Profit. In the event of any assignment or sublease of
all or any portion of the Premises, having first been approved by
Landlord, where the rental reserved in the assignment or sublease
exceeds the rental or prorata portion of the rental, as the case
may be, for such space reserved in the Lease, Tenant shall pay
Landlord monthly, as Rent, at the same time as the monthly
installments of Annual Minimum Rent required hereunder, fifty
percent (50%) of the excess of the rental reserved in the
assignment or sublease over the rental reserved in this Lease
applicable to the assigned or subleased space, after the deduction
of reasonable transaction costs incurred by Tenant.

 

9.5. Permission
for Tenant to Assign or Sublease. The granting of permission for
Tenant to assign or sublease the Premises on any one or more
occasions shall not constitute ipso facto waiver of the requirement
imposed hereby that the written consent of the Landlord be obtained
for any subsequent or other assignment or subletting, and the
acceptance of rent checks and the negotiation of same, or the
acceptance of rent payments in any other fashion, from any assignee
or sublessee, whether or not Landlord had knowledge of the
assignment or sublease under which such assignee or sublessee
claims, shall not constitute ipso facto consent by Landlord to such
assignment or sublease or constitute a waiver of the restrictions
upon assignment and subletting imposed in this
section.

 

9.6. Affiliated
Transfers. Notwithstanding the foregoing, Tenant may, without the
consent of Landlord, assign or otherwise transfer in any manner its
rights and obligations under this Lease: (1) to Tenant’s
parent, subsidiary or affiliated entity, (2) in connection with any
merger, acquisition or consolidation involving Tenant or the sale,
transfer or other disposition of all or substantially all of
Tenant’s assets (collectively, “Affiliated
Transfer”). No assignment by Tenant will relieve Tenant of
its liabilities or obligations under this Lease, provided that if
Landlord and the assignee materially modify Tenant’s
obligations under this Lease without Tenant’s consent, Tenant
will not be liable for any obligations arising from any such
material modification. For the avoidance of doubt, if Tenant is an
entity whose stock or other ownership interests are publicly
traded, the transfer of such stock or ownership interests is not,
and will not be deemed to be, an assignment of this Lease, or if
Tenant is ever privately held, the sale by Tenant of its stock or
other ownership interests in a public offering of such stock or
interests is not intended and will not be deemed an assignment of
this Lease.

 

10. Assumption of Risk,
Indemnification and Hold Harmless.

 

10.1. Tenant
agrees to be responsible for, to indemnify, defend, protect and
save Landlord and its agents, servants and employees harmless
against and from any and all loss, including without limitation all
liabilities, damages, claims, demands or expenses, including
without limitation reasonable attorneys’ and experts’
fees, incurred by Landlord and/or Landlord’s agents, servants
and employees arising out of or in connection with, and/or caused
by: (i) Tenant’s use of or the condition of the Premises or
the conduct of its business or from any activity, work or thing
done, permitted or suffered by the Tenant in or about the Premises;
(ii) any breach or Default in the performance of any obligations on
Tenant’s part to be performed under the terms of this Lease;
or (iii) any act, neglect, fault or omission of the Tenant, or of
its agents or employees in connection with Tenant’s use of
the Premises. Tenant upon notice from Landlord shall defend the
same at Tenant’s expense by counsel reasonably satisfactory
to Landlord. Tenant hereby assumes all risk of damage to property
or injury to persons in, upon or about the Premises from any cause
whatsoever, except that which is caused by the failure of Landlord
to observe any of the terms and conditions of this Lease and such
failure has persisted for an unreasonable period of time after
written notice from Tenant to Landlord of such failure. The
provisions of this Section 10.1 shall survive the expiration or
earlier termination of this Lease.

 




 

12








 





 

10.2. Landlord
agrees to be responsible for, to indemnify, defend, protect and
save Tenant harmless from and against any and all loss, including
without limitation all liabilities, damages, claims, demands or
expenses, including without limitation reasonable attorneys’
and experts’ fees, arising out of, incurred by Tenant and/or
Tenant’s agents, servants and employees in connection with,
and/or caused by: (i) all claims arising from the gross negligence
or willful misconduct of Landlord or the Landlord Parties, with
respect to the Premises, Building and/or the Property; (ii) any
environmental liability imposed upon Tenant as a result of an act
or omission of Landlord or the Landlord Parties or arising out of
the presence of Hazardous Materials which existed on, under or
about the Building or Property as of the Commencement Date; and
(iii) the breach of any warranty or covenant or the inaccuracy of
any representation of Landlord contained in this Lease. The
provisions of this Section 10.2 shall survive the expiration or
earlier termination of this Lease.

 

11. Intentionally
Omitted.

 

12. Environmental
Provisions.

 

12.1. Asbestos
Disclosure. Asbestos-containing materials may be present in
portions of the Premises, generally in the form of sprayed-on or
troweled-on coatings on structural members and ceilings, behind
walls or inside finished support columns. Asbestos previously was a
common component of floor tiles. It is important that
asbestos-containing materials not be disturbed. Disturbed asbestos
particles when airborne pose a serious health risk. Prior to
undertaking any alterations, repairs or renovations to the
Premises, Tenant shall inform Landlord of its intent to do so in
order that Landlord may confirm that such alterations, repairs or
renovations by Tenant shall not disturb asbestos-containing
materials. In the course of such alterations, repairs or
renovations, if asbestos-containing materials are present in the
Premises, Tenant shall adopt all reasonable measures to remove or
encapsulate asbestos-containing materials.

 

12.2. Hazardous
Materials Provisions.

 


12.2.1. Hazardous
Materials Covenants. Tenant shall at all times during the Lease
Term comply with the following requirements: (a) Tenant shall not
cause, permit or suffer any Hazardous Material (as hereafter
defined) to be brought upon, treated, kept, stored, disposed of,
discharged, released, produced, manufactured, generated, refined or
used upon, about or beneath the Premises or the Property by Tenant,
its agents, employees, contractors, invitees or licensees
(collectively, “Tenant Parties”), except to the extent
commonly used in the day to day operation of the Premises by Tenant
in compliance with all Environmental Requirements (as hereafter
defined). (b) Tenant agrees that all operations or activities upon,
or any use or occupancy of the Premises, or any portion thereof, by
Tenant or any Tenant Parties shall be in all respects in compliance
with all Environmental Requirements then governing or in any way
relating to the generation, handling, manufacturing, treatment,
storage, use, transportation, release, spillage, leakage, dumping,
discharge or disposal of any Hazardous Materials. (c) Tenant shall,
at its sole costs and expense, promptly take all actions required
by any federal, state or local governmental agency or political
subdivision to mitigate Environmental Damages (as hereafter
defined) which arise directly or indirectly from or in connection
with the presence, suspected presence, release or suspected release
of any Hazardous Material in or into the air, soil, surface water
or groundwater at, on, about, under or within the Premises or
Property, or any portion thereof, by Tenant or Tenant
Parties. Such actions shall include, if required by any such
governmental agency or political subdivision, but not be limited
to, the investigation of the environmental condition of the
Premises, the Building or any portion of the Property adversely
affected by Tenant’s breach of any of the provisions of this
paragraph (the “Affected Property”), and the
preparation of and performance of any cleanup, remediation,
containment, operation, maintenance, monitoring or restoration
work, whether on or off of the Affected Property. Tenant shall take
all actions required by any federal, state or local governmental
agency or political subdivision to restore the Affected Property to
the condition existing prior to the introduction of Hazardous
Material upon, about or beneath the Affected Property in accordance
with the standard of remediation imposed by Applicable Law. Tenant
shall proceed continuously and diligently with such investigatory
and remedial actions, provided that in all cases such actions shall
be in accordance with all applicable requirements of governmental
entities. Any such actions shall be performed in a good, safe and
workmanlike manner by one or more contractors selected by Tenant,
and approved in advance in writing by Landlord, and under the
supervision of a consulting engineer, selected by Tenant and
approved in advance in writing by Landlord, and shall minimize any
impact on the business conducted at the Property. Tenant shall pay
all costs in connection with such investigatory and remedial
activities, including but not limited to the charges of such
contractor(s) and consulting engineer, all power and utility costs,
any and all taxes or fees that may be applicable to such
activities, and Landlord’s reasonable attorneys’ fees,
paralegals’ fees and costs incurred in connection with
monitoring or review of such investigatory and remedial activities.
Tenant shall promptly provide to Landlord copies of testing results
and reports that are generated in connection with the
above-mentioned activities. Promptly upon completion of such
investigation and remediation, Tenant shall permanently seal or cap
all monitoring wells and test holes to industrial standards in
compliance with Applicable Laws, remove all associated equipment,
and restore the Affected Property to the maximum extent possible,
which shall include, without limitation, the repair of any surface
damage, including paving, caused by such investigation or
remediation hereunder. (d) If Tenant shall become aware of or
receive notice or other communication concerning any actual,
alleged, suspected or threatened violation of Environmental
Requirements, or liability of Tenant for Environmental Damages in
connection with the Premises or activities of any person thereon,
then Tenant shall deliver to Landlord, within ten (10) days of the
receipt of such notice or communication by Tenant, a written
description of said violation, liability, correcting information or
actual or threatened event or condition, together with copies of
any documents evidencing same. Receipt of such notice shall not be
deemed to create any obligation on the part of Landlord to defend
or otherwise respond to any such notification. (e) Tenant shall
promptly provide to Landlord the results of any tests and copies of
all registration permits regarding any underground storage tanks
located on the Premises and Tenant shall comply with same. (f) In
the event of any Default arising under Section 12 of this Lease,
Landlord shall have the right in its sole and absolute discretion,
but not the duty, to enter upon the Premises at any reasonable
time, at the expense of Tenant, to conduct an inspection thereof,
including invasive tests, and the activities conducted thereon to
determine compliance with all Environmental Requirements and the
existence of any Environmental Damages as a result of the condition
of the Premises or any surrounding properties and activities
thereon. Tenant hereby grants to Landlord, and the agents,
employees, consultants and contractors of Landlord, the right to
enter upon the Premises and to perform such tests thereon or
therein as are necessary to conduct such reviews and investigations
in accordance with the preceding sentence. Landlord shall use its
best efforts to minimize interference with the business of Tenant
and to restore the Premises to its previous condition, but Landlord
shall not be liable for any interference caused thereby or any
failure to restore if Landlord reasonably determines that it is not
economically practicable.

 




 

13








 





 

12.2.2. Hazardous
Materials Definitions. The following terms shall have the meanings
ascribed to them: (a) “Environmental Damages” means all
claims, judgments, damages (including, without limitation, punitive
damages), losses, penalties, fines, liabilities (including strict
liability), encumbrances, liens, costs, and expenses of
investigation and defense of any claim, whether or not such is
ultimately defeated, and of any settlement or judgment, of whatever
kind or nature, contingent or otherwise, matured or unmatured,
foreseeable or unforeseeable, including without limitation,
reasonable attorneys’ fees and paralegals’ fees and
disbursements and consultants’ fees, any of which are
incurred at any time during or after the Lease Term directly from
or in connection with the presence, suspected presence, release or
suspected release of any Hazardous Material in or into the air,
soil, surface water or groundwater at, on, about, under or within
the Premises, Building or Property, or any portion thereof, or any
surrounding properties, by Tenant or Tenant Parties and including,
without limitation: (i) Damages for personal injury, or injury to
the Premises, Building or Property or natural resources occurring
upon or off of the Property, foreseeable or unforeseeable,
including, without limitation, lost profits, consequential damages,
the cost of demolition and rebuilding of any improvements on the
Property, interest and penalties including but not limited to
claims brought by or on behalf of employees of Tenant, with respect
to which Tenant waives, for the benefit of Landlord only, any
immunity to which Tenant may be entitled under any industrial or
worker’s compensation laws; (ii) diminution in the value of
the Property or any part thereof, and damages for the loss of or
restriction on the use of or adverse impact on the marketing of
rentable or usable space or of any amenity of the Property; (iii)
reasonable fees incurred for the services of attorneys,
consultants, contractors, experts, laboratories and all other costs
incurred in connection with the investigation, cleanup or
remediation of such Hazardous materials or violation of
Environmental Requirements including, but not limited to, the
performance of any cleanup, remedial, removal, abatement,
containment, closure, restoration or monitoring work required by
any federal, state or local governmental agency or political
subdivision, or reasonably necessary to restore the Affected
Property in accordance with the standard of remediation imposed by
applicable law or otherwise expended in connection with such
conditions, and including, without limitation, any attorneys’
fees, paralegals’ fees and costs incurred in enforcing this
Lease or collecting any sums due hereunder; and (iv) liability to
any person or entity to indemnify such person or entity for costs
expended in connection with items described in subpart (iii) next
above. (b) “Environmental Requirements” means all
applicable present and future statutes, regulations, rules,
ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, concessions, franchises and similar items, of all
governmental agencies, departments, commissions, boards, bureaus or
instrumentalities of the United States, states and political
subdivisions thereof and all applicable judicial and administrative
and regulatory decrees, judgments and orders relating to the
protection of human health or the environment including, without
limitation: (i) all requirements, including but not limited to,
those pertaining to reporting, licensing, permitting, investigation
and remediation of emissions, discharges, releases or threatened
releases of Hazardous Materials, or relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials; and (ii) all
requirements pertaining to the protection of the health and safety
of employees or the public. (c) “Hazardous Materials”
means any substance: (i) the presence of which requires
investigation or remediation under any federal, state or local
statute, regulation, rule, ordinance, order, action or policy; or
(ii) which is or becomes defined as a “hazardous waste”
or “hazardous substance” or “pollutant” or
“contaminant” under any federal, state or local
statute, regulation, rule, or ordinance or amendments thereto
including, without limitation, the Comprehensive Environmental
Response Compensation and Liability Act (42 U.S.C. Section 9601 et
seq.) or the Resource Conservation and Recovery Act (42 U.S.C.
Section 6901 et seq.); or (iii) which is toxic, explosive,
corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic, or otherwise hazardous and is or becomes regulated by
any governmental authority, agency, department, commission, board,
agency or instrumentality of the United States, any State of the
United States, or any political subdivision thereof; or (iv) the
presence of which on the Property causes or threatens to cause a
nuisance upon the Property or to adjacent properties or poses or
threatens to pose a hazard to the Property or the health or safety
of persons on or about the Property; or (v) which contains, without
limitation, gasoline, diesel fuel or other petroleum hydrocarbons
or volatile organic compounds; or (vi) which contains, without
limitation, polychlorinated biphenyls (PCB’s) or asbestos or
asbestos-containing materials or urea formaldehyde foam insulation;
or (vii) which contains or consists of, without limitation, radon
gas.

 




 

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12.2.3. Representations
and Warranties in Regard to Hazardous Materials. Tenant represents
and warrants as follows: (a) Tenant shall obtain any and all
permits, licenses and other authorizations which may be required
under all Environmental Requirements, including laws relating to
emissions, discharges, release or threatened releases of Hazardous
Materials into the environment (including ambient air, surface
water, ground water or land) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials; (b) Tenant
shall not construct, place, deposit, store, dispose of nor locate
on the Premises or the Property, any PCB’s, transformers,
capacitors, ballasts, or other equipment which contains dielectric
fluid containing PCB’s, or any asbestos or
asbestos-containing materials or any insulation material containing
urea formaldehyde or any radon gas. Landlord represents and
warrants that, to the best of Landlord’s actual knowledge and
without duty of inquiry, Landlord, as of the Lease Date, has no
knowledge of (x) the presence of any Hazardous Materials at, on or
under the Building or the Property; or (y) the violation of any
Environmental Requirements in connection with the Building and/or
the Property.

 

12.2.4. Indemnification.
Subject to the terms of Section 10, Tenant agrees to indemnify,
reimburse, defend, exonerate, pay and hold harmless: (a) Landlord,
its affiliates and any other person or entity which holds or which
may hereafter have an interest in this Lease; and (b) the
directors, officers, shareholders, partners, employees and agents
of Landlord and any other person or entity which has or which may
hereafter hold an interest in this Lease, from and against any and
all Environmental Damages arising in any manner whatsoever out of
the violation of or non-compliance with any Environmental
Requirements by Tenant or the Tenant Parties, or the breach of any
warranty or covenant or the inaccuracy of any representation of
Tenant contained in this Lease.

 

12.2.5. Survival.
Each of the covenants, representations and warranties of Tenant
contained in this Section 12 of this Lease shall survive the
termination or earlier expiration of this Lease. Notwithstanding
anything to the contrary contained in this Lease, Landlord and
Tenant acknowledge and agree that Tenant shall not be liable for
Environmental Damages or any violation of Environmental
Requirements in connection with the Premises, Building and/or the
Property arising or occurring prior to the Commencement
Date.

 

12.3. Radon
Disclosure. RADON GAS: Radon is a naturally occurring radioactive
gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from
the Tenant’s County Public Health Unit.

 




 

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13. Americans with
Disabilities Act. Landlord and Tenant acknowledge that the
Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et
seq.) and regulations and guidelines promulgated thereunder, as all
of the same may be amended from time to time (collectively referred
to herein as the “ADA”) establish requirements under
Title III of the ADA (“Title III”) pertaining to
business operations, accessibility and barrier removal, and that
such requirements may be unclear and may or may not apply to the
Premises, Building or the Property depending upon, among other
things: (i) whether Tenant’s business operations are deemed a
“place of public accommodation” or a “commercial
facility”, (ii) whether compliance with such requirements is
“readily achievable” or “technically
infeasible”, and (iii) whether a given alternative affects a
“primary function area” or triggers so-called
“path of travel” requirements. Landlord and Tenant
acknowledge and agree that Tenant has been provided an opportunity
to inspect the Premises, the Building and Property sufficient to
determine whether or not the Premises, Building and Property in
their condition current as of the Lease Date deviate in any manner
from the ADA Accessibility Guidelines (“ADAAG”) or any
other requirements under the ADA pertaining to the accessibility of
the Premises, Building or Property. Tenant further acknowledges and
agrees that except as may otherwise be specifically provided
herein, Tenant accepts the Premises, Building and Property in
“as is” condition and agrees that Landlord makes no
representation or warranty as to whether the Premises, Building or
Property conform to the requirements of the ADAAG or any other
requirements under the ADA pertaining to the accessibility of the
Premises, Building or Property. If Landlord’s Work is to be
performed pursuant to this Lease, Tenant has reviewed the plans and
specifications for the Landlord’s Work and has independently
determined that such plans and specifications are in conformance
with ADAAG and any other requirements of the ADA and all other
laws, rules and regulations applicable to the Landlord’s
Work. Tenant further acknowledges and agrees that to the extent
that Landlord prepared, reviewed or approved any of those plans and
specifications, such action shall in no event be deemed any
representation or warranty that the same comply with any
requirements of the ADA. Notwithstanding anything to the contrary
in this Lease, Landlord and Tenant agree to allocate responsibility
for Title III compliance as follows: (a) Tenant shall be
responsible for all Title III compliance (other than “path of
travel” requirements which shall be addressed as provided in
(b) next below) and costs in connection with the Premises,
including structural work, if any, and including any leasehold
improvements or other work to be performed in the Premises under or
in connection with this Lease (other than Landlord’s Work),
and (b) Landlord shall perform, and Tenant shall be responsible for
the cost of, any so-called Title III “path-of-travel”
requirements triggered by any construction activities or
alterations in the Premises (other than if so triggered by
Landlord’s Work); the intent for the foregoing sentence being
that any and all Title III compliance issues (and the costs and
expenses associated therewith) arising in connection with
Landlord’s Work shall be borne solely by Landlord. Except as
set forth above with respect to Landlord’s Title III
obligations, Tenant shall be solely responsible for all other
requirements under the ADA relating to the Tenant or any affiliates
or persons or entities related to the Tenant or the Premises,
including, without limitation, requirements under Title I of the
ADA pertaining to Tenant’s employees.

 




 

16








 





 

14. Destruction and
Condemnation.

 

14.1. Fire
or Other Casualty. In the event of (i) a partial destruction of the
Premises or the Building during the Lease Term which requires
repairs to either the Premises or the Building, or (ii) the
Premises or the Building being declared unsafe or unfit for
occupancy by any authorized public authority for any reason other
than Tenant’s act, use or occupation, which declaration
requires repairs to either the Premises or Building, Landlord will
determine whether to make repairs and notify Tenant within thirty
(30) days thereof, but such partial destruction shall in no way
serve to annul or void this Lease, except that Tenant shall be
entitled to a proportionate reduction of Rent from the date of such
fire or casualty through the date Landlord completes the repairs
(if Landlord elects to make such repairs). The proportionate
reduction is to be based upon the extent to which the making of
repairs shall interfere with the business carried on by Tenant in
the Premises. In the event that Landlord elects not to make repairs
or repairs cannot be made within forty-five (45) days after
Landlord notifies Tenant of Landlord election to make such repairs,
either party may terminate this Lease upon ten (10) days’
written notice. A total destruction, including any destruction
required by any authorized governmental authority, of either the
Premises or the Building shall automatically terminate this Lease,
in which event the Security Deposit shall be promptly returned to
Tenant and both parties shall be released of any further
obligations hereunder. Landlord shall not be required to repair any
property installed in the Premises by Tenant nor to repair any
portion of the Premises for which insurance proceeds are not paid
to Landlord. Tenant waives any right under applicable laws
inconsistent with this paragraph. Nothing herein shall authorize
abatement or reduction of rent because of total or partial
destruction arising out of the negligent or willful acts of
omission or commission by Tenant.

 

14.2. Condemnation.
If any part of the Premises shall be taken or condemned for a
public or quasi-public use, and a part thereof remains which is
suitable for occupation hereunder, this Lease shall, as to the part
so taken, terminate as of the date title shall vest in a condemnor,
and the Rent payable hereunder shall be adjusted so that the Tenant
shall be required to pay for the remainder of the Term only such
portion of such Rent as the number of square feet in the part
remaining after the condemnation bears to the number of square feet
in the entire Premises at the date of condemnation; but, in such
event, Landlord shall have the option to terminate this Lease as of
the date when title to the part so condemned vests in a condemnor.
If all or any part of the Premises shall be taken or condemned so
that there does not remain a portion suitable for occupation, or
all or any part of the Property shall be taken or condemned such
that Tenant’s access to the Premises and/or parking is
materially and adversely affected, this Lease shall thereupon
terminate, the Security Deposit shall be promptly returned to
Tenant and both parties shall be released of any further
obligations hereunder. If all or a part of the Premises and/or
Property be taken or condemned, all compensation awarded upon such
condemnation or taking shall go to the Landlord and the Tenant
shall have no claim thereto, and the Tenant hereby irrevocably
assigns and transfers to the Landlord any right to compensation or
damages to which the Tenant may be entitled during the Term hereof
by reason of the condemnation of all, or a part, of the Premises,
except for any condemnation award, separate from Landlord’s
award, for Tenant’s FF&E, trade fixtures, moving
expenses, and the unamortized cost of any improvements or
alterations to the Premises made by and paid for by
Tenant.

 




 

17








 





 

15. Defaults and
Remedies.

 

15.1. Events
of Default. The following events shall be deemed to be events of
default by Tenant under this Lease (each, a “Default”):
(i) Tenant shall fail to pay any Rent or any other sums of money
due hereunder and such failure shall continue for a period of seven
(7) days after Tenant receives written notice from Landlord that
date such sum is past due; (ii) Tenant shall fail to comply with
any provisions of this Lease or any other agreement between
Landlord and Tenant, all of which terms, provisions and covenants
shall be deemed material and Tenant fails to remedy such failure to
comply within fifteen (15) days after receipt of written notice
thereof from Landlord specifying the failure (or such additional
period, if any, as may be reasonably required to cure the failure
if the failure reasonably cannot be cured within fifteen (15) day
period, provided Tenant commences to cure within fifteen (15) days
after receipt of written notice and thereafter diligently pursues
such cure to completion but in no event shall any such cure period
be greater than a thirty (30) day period); (iii) the leasehold
hereunder demised shall be taken on execution or other process of
law in any action against Tenant; (iv) Tenant shall fail to
promptly move into, take possession of, and operate its business on
the Premises when the Premises are ready for occupancy or shall
cease to do business in or abandon any substantial portion of the
Premises while also in Default of the payment of Rent; (v) Tenant
shall become insolvent or unable to pay its debts as they become
due, or Tenant notifies Landlord that it anticipates either
condition; (vi) Tenant takes any action to, or notifies Landlord
that Tenant intends to file a petition under any section or chapter
of the United States Bankruptcy Code and rules and regulations
promulgated thereunder, or under any similar law or statute of the
United States or any state thereof, or a petition shall be filed
against Tenant under any such statute or Tenant or any creditor of
Tenant notifies Landlord that it knows such a petition will be
filed or Tenant notifies Landlord that it expects such a petition
to be filed; (vii) a receiver or trustee shall be appointed for
Tenant’s leasehold interest in the Premises or for all or a
substantial part of the assets of Tenant.

 

15.2. Remedies.
In the event of any Default or breach by Tenant as set forth in
Section 14.1 above past any applicable notice and cure period,
then, in such event, Landlord shall have the option to pursue any
one or more of the following remedies:

 

15.2.1. Landlord
shall have the right to cancel and terminate this Lease and
dispossess Tenant.

 

15.2.2. Landlord
shall have the right without terminating or canceling this Lease to
declare all amounts and rents due under this Lease for the
remainder of the existing Lease Term (or any applicable extension
or renewal thereof) to be immediately due and payable, and
thereupon all rents and other charges due hereunder to the end of
the initial term, shall be accelerated, with all such accelerated
amounts to be reduced to their present value (based on a discount
rate equal to the WSJ Prime Rate).

 

15.2.3. Landlord
may elect to enter and repossess the Premises and relet the
Premises for Tenant’s account, holding Tenant liable in
damages for all reasonable expenses incurred by Landlord in any
such reletting and for any difference between the amount of rent
and other sums received from such reletting and the amounts that
are due and payable under the terms of this Lease.

 




 

18








 






 

15.2.4. Landlord
may enter upon the Premises or otherwise take any reasonable
actions necessary to cure Tenant’s failure to perform
Tenant’s obligations under the terms of this Lease. Tenant
agrees to reimburse Landlord on demand for any reasonable expenses
which Landlord may incur in effecting compliance with
Tenant’s obligations under this Lease and Tenant further
agrees that Landlord shall not be liable for any damages resulting
to the Tenant from such action, other than any claims arising out
of the gross negligence or willful misconduct of Landlord and/or
the Landlord Parties.

 

15.2.5. All
such remedies of Landlord shall be cumulative, and, in addition,
Landlord may pursue any other remedies that may be permitted by law
or in equity. Forbearance by Landlord to enforce one or more of the
remedies herein provided upon an event of Default shall not be
deemed or construed to be a waiver of such Default.

 

15.2.6. In
addition to the specific remedy or remedies elected by Landlord in
the event of Tenant’s Default, Landlord shall be entitled to
recover from Tenant all reasonable damages incurred by Landlord by
reason of Tenant’s Default, including but not limited to, the
cost of recovering possession of the Premises; expenses of
reletting, including necessary renovations and alterations of the
Premises; and all court costs and reasonable attorneys’ fees
and paralegals’ fees and other costs and expenses; and that
portion of the leasing commission paid by Landlord applicable to
the unexpired term of this Lease. Unpaid installments of Rent or
other sums shall bear interest from the due date thereof at the
maximum lawful rate.

 

15.2.7. The
remedies provided to Landlord shall be enforceable to the maximum
extent not prohibited by applicable law, and the unenforceability
of any portion hereof shall not thereby render unenforceable any
other portion.

 

15.3. Abandonment
of Premises. Landlord and Tenant agree that, for the purposes of
this Lease, abandonment of the Premises shall have occurred if (i)
the Landlord reasonably believes that the Tenant has been absent
from the demised premises for a period of thirty (30) consecutive
days, and (ii) the Rent is not current past any applicable notice
and cure period and (iii) ten (10) days have elapsed since service
of a default notice in writing by Landlord upon Tenant requiring
payment of Rent or the possession of the Premises.

 

15.4. Waiver
of Jury Trial. Landlord and Tenant hereby waive trial by jury in
any action, proceeding or counter-claim brought by either of the
parties hereto against the other on any matter arising out of or in
any way connected with this Lease.

 

15.5. Holdover
by Tenant. If Tenant should remain in possession of the Premises
after the expiration of the Lease Term, then such holding over
shall be construed as a tenancy at sufferance at 150% of the Annual
Minimum Rent set forth in Section 1.1. hereof, and subject to all
other conditions, provisions and obligations of this Lease insofar
as the same are applicable to a tenancy at sufferance.

 




 

19








 





 

15.6. Landlord’s
Right to Cure Defaults. The Landlord may, but shall not be
obligated to, cure at any time, without notice, any Default by the
Tenant under this Lease; and, whenever the Landlord so elects, all
costs and expenses incurred by the Landlord in curing such Default,
including, without limitation, reasonable attorney’s fees,
together with interest on the amount of costs and expenses so
incurred at the maximum lawful rate, shall be paid by the Tenant to
the Landlord on demand and shall be recoverable as
Rent.

 

15.7. Waiver.
The waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of
any other or any subsequent or continuing breach of the same. The
subsequent acceptance or Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any
term, covenant or condition of this Lease, other than the failure
of Tenant to pay the particular rental so accepted, regardless of
Landlord’s knowledge of such preceding breach at the time of
acceptance of such Rent.

 

15.8. Landlord’s
Default. Landlord shall be deemed to be in default of this Lease if
Landlord fails to satisfy any of its obligations under this Lease
and does not cure its failure within thirty (30) days after receipt
of written notice thereof (or such additional period, if any, as
may be reasonably required to cure the failure if the failure
reasonably cannot be cured within said thirty (30) day period,
provided Landlord commences to cure within thirty (30) days after
receipt of written notice and thereafter diligently pursues such
cure to completion). If Landlord fails to cure any such default as
aforesaid, then, in addition to all other rights and remedies
available to Tenant at law or in equity, Tenant may elect to cure
Landlord’s default and invoice Landlord for the reasonable
costs and expenses incurred by Tenant in connection
therewith.

 

16. Miscellaneous
Provisions.

 

16.1. Notice.
Any notice or demand from the Landlord to the Tenant or from the
Tenant to the Landlord shall be in writing and shall be deemed duly
delivered if mailed by certified mail, return receipt requested,
addressed, if to the Tenant, at the address of the Tenant or such
other address as the Tenant shall have last designated by written
notice to the Landlord; if to the Landlord, at the address of the
Landlord or such other address as the Landlord shall have last
designated by written notice to the Tenant. Notices shall be deemed
delivered when mailed in the manner prescribed above.

 

16.2. Estoppel
Certificate. Each party agrees that it will within ten (10) days
following written notice by the other party, execute, acknowledge
and deliver to the requesting party a statement in writing
certifying that this Lease is unmodified and in full force and
effect, or setting forth any such modifications, and the dates to
which the Rent and all other payments due hereunder from the Tenant
have been paid, the amount of the Security Deposit then remaining
and the amount of any payments paid by Tenant in advance, and
stating whether or not, to the best knowledge of the party
providing the estoppel, the requesting party is in default in the
performance of any covenant, agreement or condition contained in
this Lease and, if so, specifying each such default. The failure of
each party to execute, acknowledge and deliver to the other a
statement in accordance with the provisions of this Section after
delivery of a second notice to the non-requesting party and an
additional ten (10) days to deliver such statement to the
requesting party will constitute a breach of this Lease by the such
party.

 




 

20








 






 

16.3. Applicable
Law and Construction. The laws of the State of Florida shall govern
the validity, performance and enforcement of this Lease. The
covenants and undertakings contained herein are independent, not
dependent covenants, and the invalidity or unenforceability of any
provision of this Lease shall not affect or impair any other
provision. All negotiations, considerations, representations and
understandings between the parties are incorporated into this
Lease. The headings of the several articles and sections contained
herein are for convenience and do not define, limit or construe the
contents of such articles or sections.

 

16.4. Cancellation.
If the Landlord shall be unable to deliver the Premises, Landlord
shall notify Tenant of such fact, and upon such notice to Tenant,
this Lease shall cease and be deemed canceled as of that date. Upon
any such cancellation, this Lease shall be of no further force and
effect and neither party shall have any right or claim hereunder
against the other, except that the Landlord shall be required to
return to the Tenant, upon such cancellation, the Security Deposit
and the monthly installment of the Rent as deposited upon execution
of this Lease. Tenant shall not be entitled to interest on such
sum.

 

16.5. Subordination.

 

16.5.1. This
Lease is subject and subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation for security now or
hereafter placed upon the Property, and to any and all advances on
the security thereof, and to all renewals, modifications,
consolidations, replacements and extensions thereof. In
confirmation of such subordination, the Tenant shall promptly
execute any certificate that the Landlord may request. The Tenant
hereby constitutes and appoints the Landlord as the Tenant’s
attorney-in-fact to execute any such certificate or certificates
for and on behalf of the Tenant if Tenant fails to execute same
within twenty (20) days after receipt of Landlord’s written
request therefor.

 

16.5.2. At
the option of the Landlord, or any successor Landlord or the holder
of any mortgage affecting the Premises, the Tenant agrees that
neither the foreclosure of a mortgage affecting the Premises nor
the institution of any suit, action, summary or other proceeding
against the Landlord herein, or any successor Landlord, or any
foreclosure proceeding brought by the holder of any such mortgage
to recover possession of the Property shall, by operation of law or
otherwise, result in the cancellation or termination of this Lease,
and upon the request of Landlord, any successor Landlord or the
holder of such mortgage, Tenant covenants and agrees to execute an
instrument in writing satisfactory to Landlord, successor Landlord,
or to the holder of such mortgage, or to the purchaser of the
mortgaged premises in foreclosure, whereby Tenant attorns to such
successor in interest; provided, however, that such instrument also
contains language stating that Tenant’s possession of the
Premises shall not be disturbed, Tenant shall not be deprived of
Tenant’s rights under the Lease, and Tenant’s
obligations under the Lease shall not increase. No mortgagee or
purchaser at foreclosure sale shall be liable to Tenant or subject
to off sets or defenses arising as a result of acts or omissions of
a prior Landlord.

 




 

21








 





 

16.6. Landlord’s
Liability. The liability under this Lease of Landlord shall be
limited to its interest in the Building of which the Premises are a
part; and Tenant, its successors and assigns, hereby waive all
rights to proceed individually against Landlord or any of
Landlord’s partners, officers, directors or shareholders. The
term “Landlord”, as used in this Section, shall mean
only the owner or owners at the time in question of the fee simple
title to the Property, and in the event of any transfer of such
title or interest Landlord (and in case of any subsequent
transfers, the then grantor) shall be relieved from and after the
date of such transfer of all liability with respect to
Landlord’s obligations under this Lease, provided that any
funds in the hands of Landlord (or then grantor at the time of such
transfer) in which Tenant has an interest, shall be delivered to
the grantee. The obligations to be performed by Landlord shall,
subject to the foregoing, be binding on Landlord’s successors
and assigns only during their respective periods of ownership, and
no successor Landlord shall have liability to Tenant with respect
to defaults hereunder occasioned by the acts or omissions of any
predecessor Landlord.

 

16.7. No
Oral Changes. This Lease shall not be changed or terminated orally,
but only upon an agreement in writing signed by the parties
hereto.

 

16.8. No
Representation by Landlord. The Landlord and the Landlord’s
agents have made no representations, warranties or promises with
respect to the Premises, Building or Property, except as herein
expressly set forth. This Lease specifically supersedes any prior
written or oral communications between Landlord and Tenant or any
of their agents.

 

16.9. Parking.
The Tenant shall be entitled to park in common with other tenants
of the Property. Tenant is allocated 5 unreserved parking spaces
per 1,000 square feet of rentable area of the Premises (the
“Parking Ratio”). Tenant agrees not to overburden the
parking facilities and agrees to cooperate with Landlord and other
tenants in the use of the parking facilities. Landlord reserves the
right, in its commercially reasonable discretion, to allocate
parking spaces among Tenant and other tenants of the Property, or
to assign parking; provided, however, that in no such event shall
Tenant’s Parking Ratio be decreased as a result
thereof.

 

16.10. Recording
of Lease. Neither this Lease nor any memorandum or notice hereof
shall be recorded by Tenant. However, it may be recorded by
Landlord at Landlord’s option. If this Lease, or any
memorandum or notice hereof is recorded by the Tenant without
Landlord’s prior written consent, such recordation may be
declared by Landlord as a material event of default by Tenant
hereunder.

 

16.11. Notice
to Mortgagee and Opportunity to Cure. Tenant agrees to give any
mortgagee(s) of the Property, by certified mail, a copy of any
Notice of Default served upon the Landlord, provided that prior to
such Notice, Tenant has been notified in writing (by way of Notice
of Assignment of Rents and Leases, or otherwise), of the addresses
of such mortgagee(s). Tenant further agrees that if Landlord shall
have failed to cure such default within the time provided for in
this Lease, then the mortgagee(s) shall have an additional thirty
(30) days within which to cure such default, or if such default
cannot be cured within that time, then such additional time as may
be necessary if within such thirty (30) days the mortgagee(s) has
commenced and is diligently pursuing the remedies necessary to cure
such default (including, but not limited to, commencement of
foreclosure proceedings, if necessary to effect such cure), in
which event this Lease shall not be terminated while such remedies
are being so diligently pursued.

 




 

22








 






 

16.12. Relocation
of Tenant. Landlord, at its sole expense, on at least one hundred
eighty (180) days prior written notice, may require Tenant to move
from the Premises to another suite in the Building of comparable
size and décor in order to permit Landlord to consolidate the
Premises with other adjoining space or to be leased to another
tenant in or coming into the Building. In the event of any such
relocation, Landlord will pay all expenses of preparing and
decorating the new premises so that they will be substantially
similar to the Premises, and Landlord shall also pay the expense of
moving Tenant’s furniture and equipment to the relocated
premises and actual out of pocket costs incurred by Tenant in
changing Tenant’s stationary, website and other printed
marketing material to reflect the relocated premises. Occupancy of
the relocated Premises shall be under and pursuant to the terms of
this Lease; provided, however, that Tenant’s Annual Minimum
Rent and Additional Rent at the relocation premises shall not
increase as a result of such relocation.

 

16.13. Joint
Obligation. If there is more than one party or person executing
this Lease as Tenant, the obligations hereunder imposed upon Tenant
shall be joint and several among all parties or persons executing
this Lease as Tenant.

 

16.14. Time.
Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.

 

17. Brokerage
Commission. Each party represents and
warrants to the other that it has dealt with no broker, agent, or
other person representing in connection with this Lease other than
Coughlin Commercial (“Tenant Broker”), and
Landlord’s broker, Tower Realty Partners, Inc.
(“Landlord Broker”), and each party shall indemnify and
hold the other harmless from and against any and all claims by any
other broker, agent, or other person claiming a commission or other
form of compensation by virtue of having dealt with the
indemnifying party in connection with the negotiation and execution
of this Lease, including all costs, expenses and liabilities
incurred by the indemnified party in connection with any such
claim, including, without limitation, attorneys’ fees and
expenses. Tenant Broker and Landlord Broker will be compensated by
Landlord through a separate agreement for any fee or commission
that may be due and payable to Tenant Broker or Landlord Broker by
virtue of its involvement in this Lease and Landlord shall
indemnify Tenant from any claims by Tenant Broker and/or Landlord
Broker in connection with Landlord’s failure to pay any fees
or commissions owed to Tenant Broker and/or Landlord Broker in
connection with this Lease.

 

17.1. Landlord’s
Lien. Landlord hereby waives and releases any liens which Landlord
may have against Tenant’s owned or leased personal property,
trade fixtures or equipment or against Tenant’s merchandise,
cash or accounts receivable, whether such lien is statutory,
constitutional or contractual, or arises out of operation of law or
otherwise. Upon Tenant’s request, Landlord shall promptly
execute such documents and instruments as Tenant may reasonably
request to confirm and further evidence and effect the provisions
of this Section 17.1.

 




 

23








 





 

17.2. Quiet
Possession. Upon Tenant paying the Rent reserved hereunder and
observing and performing all of the covenants, conditions and
provisions on Tenant’s part to be observed and performed
hereunder, Tenant shall have quiet possession of the Premises for
the entire Lease Term.

 

17.3. Force
Majeure. In the event that either Landlord or Tenant shall be
delayed or hindered in or prevented from the performance of any act
required hereunder by reason of weather-related delays, strikes,
lock-outs, labor troubles, inability to procure labor, inability to
procure materials or equipment or reasonable substitutes therefore,
failure of power, fire or other casualty, restrictive government
laws or regulations, judicial orders, enemy or hostile government
actions, riots, insurrection or other civil commotions, war or
other reason of a like nature not at the fault of the party delayed
in performing any act as required under the terms of this Lease
(“Force Majeure”), then performance of such act shall
be excused for the period of delay and the period for the
performance of any such act shall be extended for a period
equivalent to the period of such delay.

 

17.4. Addendum.
See Exhibit G attached hereto and fully incorporated herein (the
“Addendum”) for special provisions relating to this
Lease. In the event any provision of the Addendum conflicts with
other provisions of this Lease, the conflicting provision of the
Addendum shall control, but only to the extent of such
conflict.

 


IN
WITNESS WHEREOF, the Landlord and the Tenant have hereunto executed
this Lease as of the day and year first above written. Individuals
signing on behalf of an entity warrant that they have the authority
to bind that entity. This Lease shall be binding upon the
undersigned, and the successors, heirs, executors and
administrators of the undersigned, and shall inure to the benefit
of the Landlord and Tenant, and their respective successors and
assigns.

 




 

24








 






 


	

Signed, sealed
and delivered


In
the presence of:


 


/s/ Cori
Hayes                               




Print Name:
Cori
Hayes                                                       


 


 


/s/ Kelsey
Hamilton                                                  


Print Name:
Kelsey
Hamilton                               




 

	


LANDLORD:


CIO UNIVERSITY TECH, LLC, a Delaware
limited liability company


 


By:
/s/ James
Farrar                                                                              


Printed Name:
James
Farrar                                                                              


Date:
April 20,
2018                                                                              


	
 

	
 


	

Signed, sealed
and delivered


In
the presence of:


 


WITNESS:


 


/s/ Alan
Symmons                                   




Print Name:
Alan
Symmons                             




 


 


/s/ Dorothy M
Cipolla                    




Print
Name: 
Dorothy M
Cipolla                       



	


TENANT:


LIGHTPATH TECHNOLOGIES, INC., a
Delaware corporation


 


 


 


By:
/s/ J. James
Gaynor                                                                              


Printed Name:
J. James
Gaynor                                               




Date:
April 20,
2018                                                                              







 




 

25








 










 



EXHIBIT “A”

 



Site Plan

 



 


 




 


Landlord
_jf_____


 


Tenant
__jg______


 

26








 






 



EXHIBIT “B”

 



Landlord’s Work

 


This
Exhibit B is attached to
and made a part of that certain Lease Agreement dated as of March
___, 2018 (the “Lease”) between CIO UNIVERSITY TECH, LLC, a Delaware
limited liability company (“Landlord”) and LIGHTPATH TECHNOLOGIES, INC., a Delaware
corporation (“Tenant”).

 

1. Authorized Representatives.
Tenant designates Robert Kalinowski (“Tenant’s Authorized
Representative”) as the person authorized to approve
in writing all plans, drawings, specifications, change orders,
charges and approvals pursuant to this Exhibit (and the act of
either of the aforenamed persons shall be sufficient to bind
Tenant). Tenant may designate a substitute Tenant’s
Authorized Representative by written notice to Landlord. Landlord
shall not be obligated to respond to any instructions, approvals,
changes, or other communications from anyone claiming to act on
Tenant’s behalf other than Tenant’s Authorized
Representative. All referenced in this Exhibit to actions taken,
approvals granted, or submissions made by Tenant shall mean that
such actions, approvals or submissions have been taken, granted or
made, in writing, by Tenant’s authorized Representative
acting for Tenant.

 

2. Landlord’s Work. Landlord
shall complete the Landlord’s Work agreed upon by Landlord
and Tenant pursuant to Section 3.1 of the Lease. Landlord’s
Work shall be done using building standard materials (unless
otherwise specified in the approved Space Plan), in a good,
workmanlike, lawful and lien-free manner, and in compliance with
all applicable laws, including, without limitation, the Americans
with Disabilities Act, and Landlord represents and warrants to
Tenant that the Premises shall comply with all applicable laws as
of the Commencement Date. Landlord shall not deviate from the
approved Space Plan without Tenant’s prior written consent,
which consent may be withheld in Tenant’s sole and absolute
discretion.

 

3. Tenant’s Work. Tenant
shall, at its own expense be responsible for installing all low
voltage wiring and devices, including, without limitation, alarm,
security, local access, data, and telephone cabling (collectively,
“Tenant’s
Work”). Subject to Tenant complying with the insurance
requirements set forth in the Lease and provided Tenant does not
interfere with Landlord’s construction of the
Landlord’s Work, Tenant shall be granted access to the
Premises prior to the Commencement Date for the sole purpose of
completing the Tenant’s Work and installing Tenant’s
desired furniture, fixtures and equipment; provided, however, that
Tenant’s access for the performance of Tenant’s Work
and installation of Tenant’s furniture, fixtures and
equipment shall not be deemed to be Tenant’s acceptance or
possession of the Premises.

 

4. Architect and Engineers.
Landlord shall engage its architect and engineer as needed to
prepare final plans and specifications based on the approved
Preliminary Space Plan. Landlord shall engage the general
contractor for the construction of the Landlord’s Work (the
“Contractor”).
Landlord shall, as part of the TI Contribution, engage its own
architect for space planning services.

 




 


Landlord
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Tenant
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27








 






 

5. TI Contribution. Landlord shall
provide an allowance toward the cost of design and construction of
the Landlord’s Work (other than the Renovations which shall
be performed at Landlord’s sole cost and expense) in the
amount of Twenty-Five and 0/100 Dollars ($25.00) per rentable
square foot of the Premises (containing 12,378 square feet), for a
total of Three Hundred Nine Thousand Four Hundred Fifty and 0/100
Dollars ($309,450.00) (the "TI
Contribution").

 

6. Improvements Allowance.
Landlord shall pay the costs of the construction and planning of
the Landlord’s Work (other than the Renovations) from the TI
Contribution with Tenant being responsible to reimburse Landlord
for (i) any costs in excess thereof; or (ii) the costs of any
upgrades thereto; provided that Tenant has requested or approved
such excess costs or upgrades in writing (together the
“Excess TI
Contribution”). Tenant’s reimbursement to
Landlord of the Excess TI Contribution shall be paid on or before
thirty (30) days following Landlord’s delivery of an invoice
or invoices to Tenant evidencing said amounts. Notwithstanding the
foregoing, Landlord may deliver invoices to Tenant as the
Landlord’s Work progresses and shall not be required to wait
for Substantial Completion of Landlord’s Work prior to
delivering an invoice for the Excess TI Contribution. All hard and
soft construction costs shall be paid from the TI Contribution and
Landlord shall charge a three percent (3%) construction management
fee to be paid from the TI Contribution. In the event that the
final cost of the Landlord’s Work is less than the TI
Contribution, the amount by which the TI Contribution exceeds the
final cost of the Landlord’s Work (the “Remaining
Allowance”) shall be applied in whole to reduce the
Tenant’s obligation for Monthly Minimum Rent commencing on
the Commencement Date and continuing thereafter until the Remaining
Allowance has been fully applied. The Remaining Allowance as
applied to Monthly Minimum Rent shall be applied in whole and shall
not be divided and used over the Term of the Lease.

 

7. Change Orders. Tenant may
request changes or additions to the final scope of work after the
final scope of work has been prepared, reviewed, and approved by
Tenant and Landlord (each a “Tenant Change
Order”); provided, however, any such Tenant Change
Order shall require Landlord’s consent, which shall not be
unreasonably withheld, conditioned, or delayed, and such Tenant
Change Order shall be signed by both Landlord and Tenant in order
for such Tenant Change Order to be effective. Landlord may not make
any substitutions without Tenant’s prior written consent,
which shall not be unreasonably withheld, conditioned, or
delayed’ provided, however, that if Tenant withholds its
approval, any delay in obtaining and incorporating the originally
specified materials (and any consequent delay in completing other
work that appropriately must follow incorporation of such delay
materials into the Landlord’s Work) shall be deemed a Tenant
Delay.

 




(a)

Except as provided
in Paragraph 7(b) below, Landlord’s Work shall be deemed to
be Substantially Completed as set forth in Section 8
below;





 




 


Landlord
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Tenant
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28








 






 




(b)

Notwithstanding the
foregoing, if Landlord shall be delayed in completing
Landlord’s Work as a result of: (i) Tenant’s failure to
comply with any deadlines or in the submission of plans, drawings,
specifications or other information, or in approving any working
drawings or estimates or in giving any authorization or approval
within the time frames set forth herein; (ii) Tenant’s
request for a Tenant Change Order; (iii) Tenant’s failure to
pay when due any portion of the Excess TI Contribution or any other
sums for Landlord’s Work payable by Tenant; (iv)
Tenant’s request for materials, finishes or installations as
part of the Landlord’s Work which constitute long lead items,
provided Tenant is provided with prior written notice of long lead
times; (v) any delay in obtaining a building permit with respect to
the Landlord’s Work caused by the action or omission of
Tenant; or (vi) the performance (or failure thereof) of any work by
any person or firm employed or retained by Tenant, then for
purposes of determining the date of Substantial Completion, the
work and materials to be provided by Landlord pursuant to this
Exhibit “B” shall be deemed to have been Substantially
Completed on the date that they would have been Substantially
Completed if such delay or delays (each of which is referred to
herein as a “Tenant
Delay”) had not occurred. Landlord agrees to use good
faith reasonable efforts to counter the effect of any Tenant Delay;
however, Landlord shall not be obligated to expend any additional
amounts in such efforts (e.g., by employing overtime labor) unless
Tenant agrees in advance in writing to bear any incremental cost
associated with such efforts (whether or not such efforts are
ultimately successful).





 

8. Substantial Completion.
“Substantial Completion” or “Substantially
Completed” shall mean that Landlord’s Work has been
completed in conformity with the final scope of work, except for
minor details of mechanical adjustment, decoration and finish which
do not materially interfere with Tenant’s ability to use and
occupy the Premises for the purposes permitted hereunder and
Landlord has obtained a temporary or permanent certificate of
occupancy.

 

9. Punch-list and Possession.
Prior to the anticipated date of Substantial Completion of
Landlord’s Work, Landlord shall schedule a mutually agreeable
time with Tenant to inspect the Premises and prepare a punch-list
setting forth any defects or incomplete work. Tenant’s taking
of possession of the Leased Premises shall constitute
Tenant’s acknowledgement that the Premises are in good
condition and that all work and materials are satisfactory, except
as to any items set forth in such punch-list. Landlord will use
good faith effort to correct and complete those defects and
incomplete items described in such punch-list within thirty (30)
days.

 

10. Warranty. Landlord
warrants that Landlord's Work shall be free from defects in
materials and workmanship for a period of one (1) year after the
Commencement Date. Landlord shall promptly correct any defects to
Landlord's Work reported to it within the one-year warranty period
and the failure to do so shall be considered a default
hereunder.

 




 


Landlord
_jf_____


 


Tenant
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29








 






 



EXHIBIT “C”

 



Rules and Regulations

 


ACCIDENTS AND
DAMAGES - In the event of accidental damage to the Premises, Tenant
should promptly notify the Landlord.

 


ADMITTANCE TO
LEASED PREMISES - Property Management, maintenance, security,
janitorial and other service providers and agents authorized by the
Landlord, shall be allowed admittance to the Premises to accomplish
their intended assignments, subject to any other requirements in
the Lease.

 


ADVERTISING MEDIUM
- Tenant should not use any advertising medium, including without
limitation, flashing lights or search lights, which may be heard or
experienced outside of the Premises without the prior written
consent of the Landlord. Tenant is encouraged to use the name of
the Property in all advertising done within the geographical area
in which the Property is located.

 


BICYCLES AND OTHER
VEHICLES - Bicycles and other vehicles should not be permitted
inside the Building or on the sidewalk, and may only be permitted
outside in areas designated by Landlord.

 


COMMON
AREA - The sidewalks, entries, passages, corridors, halls, lobbies,
stairways, elevators, and other common facilities of the Property
shall be controlled by Landlord, and should not be obstructed by
Tenant or used for any purposes other than ingress or egress to and
from the Premises. Tenant should not place any item in any of such
locations, whether or not any such item constitutes an obstruction,
without the prior written consent of Landlord. Landlord will have
the right to remove any obstruction or any such item without notice
to Tenant and at the expense of Tenant.

 


DELIVERIES - All
deliveries shall be made to the rear of the Premises unless
otherwise directed or approved in writing by the Landlord. The
Tenant should never permit or suffer any truck to park in the
parking areas of the Property designated for customers’ use.
The Tenant should never permit any overnight parking of any vehicle
to occur on the Property.

 


EMERGENCY CONTACT
PROCEDURES - Tenant should provide in a timely manner to Landlord
upon request name(s) of employees and/or agents to be contacted by
Landlord for emergency purposes whether during or after operating
hours. Such information should be kept current and accurate at all
times by Tenant. Emergency policies and procedures may be
developed, issued and revised from time to time by Landlord at
Landlord’s discretion, which shall become an integral part of
these Rules and Regulations and the Lease to which they
refer.

 




 


Landlord
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Tenant
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30








 






 


EMPLOYEES AND
VISITORS - Tenant will be responsible for all behavior and
adherence to all building Rules and Regulations by any of
Tenant’s employees, visitors and agents. Tenant agrees to
conduct Tenant’s business consistent with reputable business
standards and practices.

 


EXCESSIVE NOISE AND
ANIMALS - No animals, except seeing eye dogs, shall be allowed in
stores, offices, halls, corridors and elevators of the Property. No
person shall disturb the occupants of the Building or neighboring
buildings by the use of any radio or musical instrument or by
making loud or improper noises. Tenant will keep all mechanical
apparatus free of vibration and noise which may be transmitted
beyond the confines of the Premises.

 


HAZARDOUS OPERATING
AND ITEMS - Tenant shall not install or operate any steam or gas
engine or boiler, or carry on any mechanical business in the
Premises without Landlord’s prior written consent. The use of
oil, gas or flammable liquids for heating, lighting or any other
purpose is prohibited. Explosives or other articles deemed
hazardous shall not be brought into the Building.

 


HOUSEKEEPING -
Unless otherwise stated, the interior of the Premises is the
responsibility of each Tenant to maintain in a safe and clean
matter. All carpeting and tiled areas are to be cleaned
periodically. The perimeter area of the Premises space, which
includes front and rear entrances and adjacent areas should be kept
neat and clean.

 


KEYS -
If the need arises for the Tenant to change the lock for the
Premises, the re-keying should be coordinated and handled by the
Property Manager.

 


MOVE
IN/MOVE OUT - At the termination of the Lease, Landlord will
inspect the Premises to see that everything is in satisfactory
condition. Any deficiencies, excepting normal wear and tear, will
be addressed as provided in the Lease.

 


ODORS -
Tenant should not cause or permit objectionable odors to emanate or
be dispelled from the Premises.

 


OVERHEAD DOORS -
All repairs, service and preventative maintenance are
Tenant’s responsibility.

 


PARKING
- If the Tenant has customers or visitors who create an overload
problem with parking, the Tenant’s cooperation is expected in
asking visitors to park in specified areas.

 


RADIO
AND TELEVISION - No aerials or satellite dishes shall be erected on
the roof of the Building or exterior walls of the Premises or
Building, or on the grounds of the Property without the prior
written consent of the Landlord in Landlord’s sole and
absolute discretion. Any aerials or satellite dishes so installed
without such written consent shall be subject to removal without
notice at any time at the expense of Tenant and may, in
Landlord’s discretion, be deemed a material default of Tenant
under the Lease.

 




 


Landlord
_jf_____


 


Tenant
__jg______


 

31








 






 


REFUSE
- Dumpsters are provided for normal amounts of trash and waste as
experience has shown the Building to require. If Tenant’s
business operation generates excess trash, or a considerable amount
of cardboard boxes, it will be necessary for Tenant to arrange for
an additional service or to pay the excess cost if the arrangements
are made by Landlord.

 


SECURITY - Security
and maintenance personnel, as well as janitorial contractors are
not permitted to unlock premises for Tenant’s employees. All
individual security/burglar alarm systems should have the written
consent of the Landlord.

 


SMOKING
- Smoking is prohibited within the Premises and the interior of the
Building as well as in and around the entrances to the Premises and
Building. Tenant shall enforce this rule and the Florida Clean
Indoor Air Act as to all its employees, occupants and
visitors.

 


SOLICITATION -
Landlord reserves the right to restrict, control or prohibit
canvassing, soliciting and peddling within the
Property.

 


USE OF
WATER FIXTURES - Water closets and other water fixtures should not
be used for any purpose other than that for which they are
intended, and any damage resulting to them from misuse on the part
of Tenant shall be paid for by Tenant.

 


WINDOWS
- Window treatments (other than building standard window
treatments) visible from the exterior of the Premises shall require
the prior written approval of the Landlord.

 


Tenant
agrees that Landlord may amend, modify, delete or add new and
additional reasonable rules and regulations for the use and care of
the Premises, the Building, the common areas and the Property
(provided that the same do not materially and adversely affect
Tenant’s use of and/or access to the Premises, the Building,
the common areas, and/or the Property) and Tenant agrees to comply
with all such Rules and Regulations. Landlord shall promptly
provide Tenant a copy of any amendments or modifications to the
Rules and Regulations.

 




 


Landlord
_jf_____


 


Tenant
__jg______


 

32








 






 



EXHIBIT “D”

 



Legal Description of Property

 


Block
3, Central Florida Research Park – Section I, according to
the map or plat thereof filed in Plat Book 12, Page 123, of the
Public Records of Orange County, Florida.

 


 




 


Landlord
_jf_____


 


Tenant
__jg______


 

33








 






 



EXHIBIT “E”

 


 

 


[Intentionally
Omitted]

 


 




 


Landlord
_jf_____


 


Tenant
__jg______


 

34








 






 



EXHIBIT “F”

 



COMMENCEMENT DATE CONFIRMATION

 


 

 



DECLARATION BY LANDLORD AND TENANT AS TO DATE OF DELIVERY AND
ACCEPTANCE OF POSSESSION OF PREMISES

 


Attached to and
made part of the Lease dated the ______ day of ____________, 2018,
entered into and by CIO UNIVERSITY
TECH, LLC, a Delaware limited liability company, as Landlord and LIGHTPATH TECHNOLOGIES, INC., a Delaware
corporation, as Tenant for Suite 180 in the Building known as the
University TechCenter, Orlando, Florida.

 


Landlord and Tenant
do hereby declare that possession of the Premises was accepted by
Tenant on the ______ day of ___________, 2018. The Premises
required to be constructed and finished by Landlord in accordance
with the provisions of the Lease have been satisfactorily completed
by Landlord and accepted by Tenant. The Lease is now in full force
and effect, and as of the date hereof, Landlord has fulfilled all
of its obligations under the Lease.

 


The
Lease Commencement Date is hereby established as
__________________. The Lease Expiration Date is
______________.

 




 


Landlord
_jf_____


 


Tenant
__jg______


 

35








 






 

 


	

AGREED AND ACCEPTED:


 


TENANT: LIGHTPATH TECHNOLOGIES, INC., a
Delaware corporation


 


By:        
                 
                 
                 
     



Signature



 


   
               
    
                 
                 
                 
        
  



Printed
Name


Title: 
     
                 
                 
            
                                                  




 

 
                 
                   
                 
                 
            
      



 


Date: 
     
                 
                 
             
                                                 




 

	
 


	
 

	
 


	

LANDLORD:                                 CIO
UNIVERSITY TECH, LLC, a Delaware limited liability
company


 

By:        
                 
                 
                 
     


Signature


 

   
               
    
                 
                 
                 
        
  


Printed
Name

Title: 
     
                 
                 
            
                                                  



 

             
               

                 
                 
                 
    
      


 

Date: 
     
                 
                 
             
                                                 



 


 

	
 


	
 

	
 







 




 


Landlord
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Tenant
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36








 






 



EXHIBIT “G”

 



Addendum

 

1. Adjustment of
Annual Minimum Rent. The Annual Minimum Rent specified in Section
1.1 hereof (and the monthly installment thereof) will be increased
as outlined below. Said increase shall become effective on each
anniversary of the Commencement Date or, if the Commencement Date
falls on other than the first day of a month, on each anniversary
of the first complete month following the Commencement Date and
continuing until the day before the following Adjustment Date (each
such one year period being referred to herein as a “Lease
Year.”)

 


	


Lease Year

	


Per Sq. Ft.*

	


Annual Minimum Rent*

	


Monthly Minimum Rent*


	

Year
1:

	

$18.00

	

$222,804.00

	

$18,567.00


	

Year
2:

	

$18.54

	

$229,488.12

	

$19,124.01


	

Year
3:

	

$19.10

	

$236,419.80

	

$19,701.65


	

Year
4:

	

$19.67

	

$243,475.26

	

$20,289.61







 


*Plus
applicable state sales tax and Tenant’s Proportionate Share
of Operating Expenses.

 

2. Notwithstanding the
schedule of Annual Minimum Rent set forth above, following the
Commencement Date Monthly Minimum Rent has been waived for the
first (1st) full month
following the Commencement Date. This waiver provides a
“Rent
Concession” to Tenant of $18,567.00 (based on a
Monthly Minimum Rent of $18,567.00). In the event of a Default by
Tenant hereunder, that Tenant fails to cure within any applicable
notice and cure periods set forth in this Lease, then in addition
to all other damages and remedies herein provided and provided
Landlord terminates the Lease or obtains possession of the
Premises, Landlord shall be entitled to recover the entire dollar
amount of such Rent Concession theretofore granted to Tenant.
Tenant shall pay Additional Rent and all sums other than Monthly
Minimum Rent accruing during the first (1st) full month
following the Commencement Date.

 

3. Landlord shall, at
Landlord’s sole cost and expense, include Tenant’s name
on the lobby directory and shall provide Tenant directory signage
at the directory on the floor of the Premises.

 

4. Landlord shall, at
Landlord’s expense, repair and or replace the HVAC units
servicing the Premises prior to the Commencement Date. While
maintenance and repair of the HVAC units are considered Operating
Expenses under Section 4 of the Lease, any replacement of the HVAC
units serving the Building (subject to Section 7.1.3 of the Lease)
during the Lease Term shall be at Landlord’s sole cost and
expense and shall not be considered Operating
Expenses.

 




 


Landlord
_jf_____


 


Tenant
__jg______


 

37








 





 

5. Extension Option.
Tenant shall have the option to renew the Lease as to the entire
Premises for one period of five (5) years (a “Renewal Term”) at the then current
market rental rate for comparable space in similar office buildings
in the market where the Building is located taking into
consideration all relevant factors, including, without limitation,
the amount, on a per square foot basis, that a willing, comparable,
non-equity tenant with a creditworthiness comparable to Tenant
would pay given appropriate consideration to market rental rates,
escalations, abatement provisions, free rent, if any, length of the
Extension Term, and the location and size of the Premises (the
“Market Rate”).
Tenant shall exercise its renewal option by written notice to
Landlord given not less than nine (9) months prior to the
Expiration Date of the Term of the Lease (the “Renewal Notice”). The Market Rate
shall be reasonably determined by agreement between Landlord and
Tenant and shall be used to establish the Annual Minimum Rent for
the first year of the Renewal Term. If Landlord and Tenant have not
agreed on the Market Rate within forty-five (45) days after Tenant
gives the Renewal Notice, then such exercise shall be automatically
rescinded and the Lease shall not be extended for the Renewal Term.
Tenant may exercise its option to renew and Tenant’s exercise
of such option shall be effective only if, at the time of
Tenant’s exercise and at the commencement of the Renewal
Term, the Lease is in full force and effect and Tenant is not in
default under the Lease beyond any applicable cure period. Upon
timely exercise of the renewal option and mutual agreement on the
Market Rate, the parties shall enter into an amendment to the Lease
to extend the Term for the Renewal Term. Landlord shall have no
obligation to improve the Premises or provide further TI
Contribution as an inducement to Tenant exercising the Renewal
Term. The Annual Minimum Rent for each year after the first year of
the Extension Term then exercised shall be one hundred three
percent (103%) of the Annual Minimum Rent for the preceding
year.

 

6. Controlling
Agreement. All terms, covenants, obligations and conditions in this
Addendum which conflict with a like provision in this Lease shall
be controlling and supersede any like provision in the
Lease.

 


 

 




 


Landlord
_jf_____


 


Tenant
__jg______


 

38