Blueprint





 






 



Exhibit 10.1


 


 


 


 


 


 


 

 



OFFICE LEASE AGREEMENT

 


BETWEEN


 

 


 



CELEBRATION POINTE OFFICE PARTNERS
II, LLC,


a
Florida limited liability company, Landlord


 

 


 


AND


 

 


 



SHARPSPRING TECHNOLOGIES, INC.



a Delaware corporation,



Tenant


 

 


 

 


FOR


 

 


 



CELEBRATION POINTE

 


 



Gainesville, Florida


 

 


 


Dated:
April 18, 2018


 


 


 


 

 


 




 








 





 


TABLE
OF CONTENTS

 


 


	


ARTICLE I

	


3


	

INTRODUCTORY
PROVISIONS

	
3


	

Section
1.1. References and Conflicts

	
3


	

Section
1.2. Exhibits

	


3


	

Section
1.3. General Definitions

	


3


	


ARTICLE II

	


5


	

GRANT
AND TERM

	


5


	

Section
2.1. Premises

	


5


	

Section
2.2. Term

	


6


	


ARTICLE III

	


6


	

RENT

	


6


	

Section
3.1 Minimum Rent

	


6


	

Section
3.2 Insurance

	


6


	

Section
3.3 Taxes

	
6


	

Section
3.4 Installments of Insurance and Taxes

	


7


	

Section
3.5 True-Up of Insurance and Taxes

	


7


	

Section
3.6 Treatment of Taxes and Insurance for Partial Years

	


7


	

Section
3.7 Payment of Rent

	


7


	

Section
3.8 Late Charge

	


7


	

Section
3.9 Sales and Use Tax

	


7


	


ARTICLE IV

	


7


	

PREPARATION
OF PREMISES

	


7


	

Section
4.1 Landlord’s Work

	


7


	

Section
4.2 Delivery of Possession

	


8


	

Section
4.3 Warranty

	


8


	

Section
4.4 Alterations by Tenant

	


8


	

Section
4.5 Removal by Tenant

	


9


	

Section
4.6 Construction Insurance

	


9


	


ARTICLE V

	


9


	

CONDUCT
OF BUSINESS

	


9


	

Section
5.1 Use

	


9


	

Section
5.2 Signs.

	


9


	

Section
5.3 Tenant’s Covenants

	


10


	

Section
5.4 Notice by Tenant

	


10


	

Section
5.5 Hazardous Materials

	


10


	


ARTICLE VI

	


11


	

LANDLORD’S
SERVICES

	


11


	

Section
6.1 Maintenance

	


11


	

Section
6.2 Landlord’s Services

	


11


	

Section
6.3 Utilities; Excess Usage

	


12


	

Section
6.4 Parking (Vehicles and Bicycles)

	


12


	


ARTICLE VII

	


13


	

REPAIRS
AND MAINTENANCE BY TENANT

	


13


	

Section
7.1 Repairs and Maintenance by Tenant

	


13


	


ARTICLE VIII

	


14


	

RESERVED

	


14


	


ARTICLE IX

	


14


	

INSURANCE,
INDEMNITY AND LIABILITY

	


14






 



 







 





 


	

Section
9.1 Landlord’s Insurance Obligations

	


14


	

Section
9.2 Tenant’s Insurance Obligations

	


14


	

Section
9.3 Waiver of Subrogation

	


15


	

Section
9.4 Covenant to Hold Harmless

	


15


	

Section
9.5 Consequential Damages

	


16


	


ARTICLE X

	


16


	

DESTRUCTION
OF PREMISES

	


16


	

Section
10.1 Casualty

	


16


	


ARTICLE XI

	


17


	

CONDEMNATION

	


17


	

Section
11.1 Eminent Domain

	


17


	

Section
11.2 Rent Apportionment

	


17


	


ARTICLE XII

	


17


	

ASSIGNMENT,
SUBLETTING AND ENCUMBERING LEASE

	


17


	

Section
12.1 No Assignment, Subletting or Encumbering of Lease

	


17


	

Section
12.2 Assignment or Sublet

	


18


	

Section
12.3 Transfer of Landlord’s Interest

	


18


	

Section
12.4 Recapture of Premises

	


18


	

Section
12.5 Continuing Liability

	


18


	


ARTICLE XIII

	


19


	

SUBORDINATION,
ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE

	


19


	

Section
13.1 Subordination

	


19


	

Section
13.2 Attornment

	


19


	

Section
13.3 Estoppel Certificate

	


19


	


ARTICLE XIV

	


20


	

RESERVED

	


20


	


ARTICLE XV

	


20


	

DEFAULT
AND REMEDIES

	


20


	

Section
15.1 Elements of Default

	


20


	

Section
15.2 Landlord’s Remedies

	


20


	

Section
15.3 Bankruptcy

	


22


	

Section
15.4 Additional Remedies and Waivers

	


22


	

Section
15.5 Landlord’s Cure of Default

	


22


	

Section
15.6 Landlord's Default and Tenant's Remedies

	


22


	


ARTICLE XVI

	


23


	

RIGHT
OF ACCESS

	


23


	


ARTICLE XVII

	


23


	

DELAYS

	


23


	


ARTICLE XVIII

	


23


	

END
OF TERM

	


23


	

Section
18.1 Return of Premises

	


23


	

Section
18.2 Holding Over

	


24


	


ARTICLE XIX

	


24


	

COVENANT
OF QUIET ENJOYMENT

	


24


	


ARTICLE XX

	


24


	

RESERVED

	


24


	


ARTICLE XXI

	


24


	

MISCELLANEOUS

	


24


	

Section
21.1 Entire Agreement

	


24


	

Section
21.2 Notices

	


24


	

Section
21.3. Governing Law

	


25






 



 







 





 


	

Section
21.4. Successors

	


25


	

Section
21.5 Brokers

	


25


	

Section
21.6 Transfer by Landlord

	


25


	

Section
21.7 No Partnership

	


25


	

Section
21.8 Waiver of Counterclaims

	


25


	

Section
21.9 Waiver of Jury Trial

	


25


	

Section
21.10 Severability

	


25


	

Section
21.11. No Waiver

	


25


	

Section
21.12 Interest

	


26


	

Section
21.13 Rules and Regulations

	


26


	

Section
21.14 Financial Statements

	


26


	

Section
21.15 General Rules of Construction

	


26


	

Section
21.16 Recording

	


26


	

Section
21.17 Effective Date

	


26


	

Section
21.18 Headings

	


26


	

Section
21.19 Tenant Liability

	


26


	

Section
21.20 Other Tenants

	


27


	

Section
21.21 Due Authorization

	


27


	

Section
21.22 Confidentiality

	


27


	

Section
21.23 Attorney’s Fees

	


27


	

Section
21.24 Waiver of Redemption by Tenant

	


27


	

Section
21.25 Non-Discrimination

	


27


	

Section
21.26 [Intentionally deleted]

	


27


	

Section
21.27 Telecommunications Equipment/Early Access

	


27


	

Section
21.28 Landlord’s Right to Interrupt Utilities

	


28


	

Section
21.29 Liability of Landlord

	


28


	

Section
21.30 Radon Gas

	


28


	

Section
21.31 Non-Responsibility for Certain Liens

	


28


	

Section
21.32 Landlord Representations

	


28


	

Section
21.33 Expansion Right

	


28






 



EXHIBITS

 


	

Exhibit
A -


	
Site Plans (A-1 =
Project; A-2 = Building)



	

Exhibit B
-

	
Rules and
Regulations 


	

Exhibit
C -

	

Form of
Commencement and Expiration Date Declaration Exhibit
D-Intentionally Deleted


	

Exhibit
E -


	
Description of
Landlord’s Work – “Turnkey
Condition”


	

Exhibit
F -


	
Form of
Subordination, Non-Disturbance and Attornment
Agreement







 




 








 





 



OFFICE LEASE AGREEMENT


 


This OFFICE LEASE AGREEMENT (the
“Lease”) is made
and entered into as of this   day of April, 2018
(being the “Effective
Date” as defined in Section 21.17 below), by and
between CELEBRATION POINTE OFFICE
PARTNERS II, LLC, a Florida limited liability company
(“Landlord”),
and SHARPSPRING TECHNOLOGIES,
INC., a Delaware corporation (“Tenant”).

 



SUMMARY OF CERTAIN PROVISIONS

 


The
following references furnish data to be incorporated in the
specified Sections of this Lease and shall be construed to
incorporate all of the terms of the entire applicable Section as
fully set forth in this Lease:

 



1. 

Building
Address: 5001 Celebration Pointe Avenue, Gainesville,
Florida.





 



2. 

Premises:
Approximately 25,000 rentable square feet of Class A office space
located on the third (3rd) and fourth
(4th)
floors of Office Building 5001 that will be more particularly
depicted on a space plan that will be prepared pursuant to Section
4.4(b). The Premises do not include the area above dropped ceilings
(if applicable), below the upper surface of floor slabs or the
areas outside of the inner surface of walls and plate
glass.





 



Usable Area of the Premises:


 



■ 

3rd Floor = 7,820
square feet; and






 



■ 

4th Floor = 16,468
square feet.





 



Rentable Area of the Premises including load factor:

 



■ 

3rd Floor with
12% load factor = 8,758
square feet; and





 



■ 

4th Floor with
9% load factor = 17,950
square feet.





 


Rentable Area of
Building 5001: 85,357
square feet.

 



3. 

Delivery Date/Rent
Commencement: The Premises are available immediately for
Tenant build out. Tenant’s Minimum Rent shall commence the
date upon which Tenant takes possession of and occupies all or any
part of the Premises for normal business activities.





 



4. 

Initial Lease
Term: A ten (10) year initial term.






 



5. 

Renewal Option
Term: After the Initial Lease Term, Tenant shall have the
option to renew the lease for five (5) years in incremental
one-year periods, in each case by providing written notice at least
one-hundred and eighty (180) days in advance of the end of the then
current lease term. Such renewals shall include an increase of
Minimum Rent of 2.5% per year on as-is basis.





 



6. 

Expiration
Date: The last day of the calendar month that is ten (10)
years following the Commencement Date unless extended pursuant to
Section 2.2(b).





 



7. 

[Intentionally
deleted.]








-1-








 





 



8. 

Minimum
Rent: [Section 3.1] Minimum Rent, as further described in
Section 3.1, is comprised of a “Rental Element” and a
“CAM Element,” as further set forth in the following
table:






 


	
 
Lease
Year

 

	
 
Rental Element
(PSF per year)

 

	
 
CAM Element
(PSF per year)

 

	
 
Minimum
Rent

(PSF per
year)

 

	
 
Estimated
Rentable Area of Premises

 

	
 
Annual Minimum
Rent

 

	
 
Monthly
Minimum Rent

 


	
  1 

	
 $17.00 

	
 $6.16 

	
 $23.16 

	
  26,708 

	
 $618,557.28 

	
 $51,546.44 


	
  2 

	
 $17.00 

	
 $6.16 

	
 $23.16 

	
  26,708 

	
 $618,557.28 

	
 $51,546.44 


	
  3 

	
 $18.00 

	
 $6.16 

	
 $24.16 

	
  26,708 

	
 $645,265.28 

	
 $53,772.11 


	
  4 

	
 $18.00 

	
 $6.16 

	
 $24.16 

	
  26,708 

	
 $645,265.28 

	
 $53,772.11 


	
  5 

	
 $19.00 

	
 $6.16 

	
 $25.16 

	
  26,708 

	
 $671,973.28 

	
 $55,997.77 


	
  6 

	
 $19.00 

	
 $6.16 

	
 $25.16 

	
  26,708 

	
 $671,973.28 

	
 $55,997.77 


	
  7 

	
 $20.00 

	
 $6.16 

	
 $26.16 

	
  26,708 

	
 $698,681.28 

	
 $58,223.44 


	
  8 

	
 $20.00 

	
 $6.16 

	
 $26.16 

	
  26,708 

	
 $698,681.28 

	
 $58,223.44 


	
  9 

	
 $21.00 

	
 $6.16 

	
 $27.16 

	
  26,708 

	
 $725,389.28 

	
 $60,449.11 


	
  10 

	
 $21.00 

	
 $6.16 

	
 $27.16 

	
  26,708 

	
 $725,389.28 

	
 $60,449.11 







 


Minimum
Rent does not include Taxes or Insurance Costs. As further provided
in Article III of this Lease, Tenant shall be responsible for
paying Tenant’s Share of Taxes and Insurance
Costs.

 



9. 

Rent Payment
Address: [Section 3.7]





 


Celebration Pointe
Office Partners II, LLC


2579 SW
87th Drive


Gainesville, FL
32608


Attention: Svein H.
Dyrkolbotn


Landlord’s
FEIN: 47-3795681


 



10. 

Permitted
Use: For office use and related ancillary uses to support
Tenant’s daily operations; provided that all such uses shall
comply with applicable laws, codes, regulations and matters of
record. [Section 5.1]





 



11. 

Broker(s):
Front Street Commercial Real Estate Group, representing Landlord
and Tenant [Section 21.5]






 



12. 

Minimum Rent
includes Common Area maintenance costs (represented by the
“CAM Element” set forth in Paragraph 8 above) but does
not include Taxes or Insurance Costs. As further provided herein,
Tenant shall be responsible for paying Tenant’s Share of
Taxes and Insurance Costs.






 



(i) 

Tenant shall be
responsible for electrical and janitorial services inside the
Premises. Landlord shall be responsible for electrical and
janitorial services throughout the Common Areas.





 



(ii) 

As further provided
in Section 3.9, Tenant shall be responsible for the payment of
sales and use tax.





 



(iii) 

Tenant shall be
responsible for supplying its own furniture, fixtures and
furnishings; telephone and internet services.






 



- 2 -








 





 



ARTICLE I

 



INTRODUCTORY PROVISIONS

 


Section
1.1. References and
Conflicts. References
to Sections appearing in the Summary of Certain Provisions are to
designate some of the other locations in this Lease where
additional provisions applicable to the particular items within the
Summary of Certain Provisions appear. Each reference in this Lease
to any item within the Summary of Certain Provisions shall be
construed to incorporate all of the terms provided for under such
provision and shall be read in conjunction with all other
provisions of this Lease applicable thereto. If there is any
conflict between the terms contained in the Summary of Certain
Provisions and any other provisions of this Lease, the latter shall
control. The Summary of Certain Provisions is incorporated by this
reference into this Lease.

 


Section
1.2. Exhibits.
The following drawings and special provisions are attached to this
Lease as exhibits and are hereby made a part of this
Lease:

 


	

Exhibit
A -


	
Site Plans (A-1 =
Project; A-2 = Building)



	

Exhibit B
-

	
Rules and
Regulations    


	

Exhibit
C -


	
Commencement and
Expiration Date Declaration Exhibit D-Intentionally
Deleted


	

Exhibit
E -


	
Description of
Landlord’s Work


	

Exhibit
F -


	
Subordination
Non-Disturbance and Attornment Agreement






 


Section
1.3. General
Definitions. In
addition to the terms defined in the Summary of Certain Provisions,
the following terms, whenever used in this Lease with the first
letter of each word capitalized, shall have only the meanings set
forth in this Section 1.3, unless such meanings are expressly
modified, limited or expanded elsewhere in this Lease:

 


(a)           “Additional
Rent” means all amounts other than Minimum Rent due
and owing to Landlord under this Lease including, without
limitation, Tenant’s Share of Taxes and
Insurance.

 


(b)            “Common
Areas” mean all areas, facilities and improvements (as
the same may be enlarged, reduced, replaced, removed or otherwise
altered by Landlord) from time to time made available in the
Project by Landlord under Section 2.1 of this Lease for the
non-exclusive common use of occupants of the Project, including
Tenant, its agents, employees and invitees. The Common Areas shall
include, without limitation, lobbies (at ground level or
otherwise), mail rooms, parking areas, decks and facilities,
sidewalks, stairways, escalators, conduits, elevators, service
corridors, fire corridors, seating areas, truck ways, ramps,
loading docks, delivery areas, landscaped areas, park areas,
hardscape elements (including fountains), retention/detention
areas, park areas, package pickup stations, public restrooms and
comfort stations, access and interior roads, retaining walls,
drainage systems, bus stops and lighting facilities.
Notwithstanding anything in the foregoing to the contrary, the
Common Areas shall not include any stairways, ramps, loading docks
or delivery areas included in the Premises, if any, or in the
premises of any occupant of the Project and intended for such
occupant’s exclusive use.

 


Subject
to Landlord’s right to change or alter any of the Common
Areas, Tenant shall have, as appurtenant to the Premises, the
non-exclusive right to use the Common Areas in common with others,
subject to reasonable rules of general applicability to tenants and
other occupants and users of the Project from time to time made by
Landlord of which Tenant is given notice.


 



- 3 -








 






 


(c)           “Force
Majeure” means a material delay beyond the reasonable
control of the delayed party caused by labor strikes, lock outs,
industry wide inability to procure materials, extraordinary
restrictive governmental laws or
regulations (such as gas rationing), mass riots, war, military
power, sabotage, material fire or other material casualty, Severe
Weather, or an extraordinary and material act of God (such as a
tornado or earthquake), but excludes inadequacy of insurance
proceeds, litigation or other disputes, financial inability, lack
of suitable financing, delays of the delayed party’s
contractor and failure to obtain approvals or permits unless
otherwise caused by an event of Force Majeure.
“Severe
Weather” means weather
that a reasonable person would find unusual and unanticipated at
the time of the scheduling of the activity based on recent weather
patterns for the period in question that actually results in delay,
provided that the delayed party delivers to the other party, upon
request, reasonable documentation from an unbiased weather
authority substantiating such claim. If either party hereto is
delayed or hindered in or prevented from the performance of any
obligation required hereunder by Force Majeure, the time for
performance of such obligation shall be extended for the period of
the delay, provided that Force Majeure shall not excuse prompt and
timely payments when due under this Lease or other delays that are
explicitly excluded from Force Majeure
hereunder.

 


(d)           “Lease
Year” means the twelve (12) month period beginning on
the first day of the month immediately following the Commencement
Date and terminating on the last day of the same month of the
succeeding year, and each successive twelve (12) month period
thereafter during the Term. The period of time, if any, between the
Commencement Date and the first day of the month immediately
following the Commencement Date shall be considered to be a part of
the first Lease Year.

 

(e)    
      “Tenant
Delay(s)” shall have the meaning attributed thereto in
Exhibit
E.

 


(f)           “Tenant’s
Share” means a fraction, the numerator of which is the
Rentable Area of the Premises and the denominator of which is the
Rentable Area of the Building.

 


(g)           “Insurance”
shall mean all insurance carried and maintained by Landlord with
respect to the Building including, without limitation, those
coverages described in Section 9.1 hereof.

 


(h)           “Insurance
Costs” shall mean all premiums and other amounts paid
or incurred by Landlord for Insurance.

 


(i)           “Interest”
means the Prime Rate reported in the Money Rates section of
The Wall Street Journal on
the twenty-fifth (25th) day of the month preceding the date upon
which the applicable obligation is incurred plus three percent
(3%).

 


(j)            “Office
Building” or “Building” means the office
building known as Building 5001 as identified on the site plan that
is attached as Exhibit A-2
to this Lease.

 


(k)           “Project”
means the mixed-use center located in Gainesville, Alachua County,
Florida, and known as “Celebration
Pointe” or such other name as Landlord may designate
from time to time. The Project is further shown and delineated on
the site plan attached hereto as Exhibit
A-1.


 


(l)           
“Rent” means
Minimum Rent and Additional Rent.


 


(m)           “Rentable
Area” means rentable square footage, whether or not
actually leased or occupied, measured per the 1996 BOMA standards
with a load factor of 12% on the third (3rd) floor and 9% on
the fourth (4th
floor).


 



- 4 -








 






 


The
amount of Minimum Rent set forth in Paragraph 8 of the Summary of
Certain Provisions is based upon the Rentable Area of the Premises.
Upon substantial completion of construction of Tenant’s Work
(as defined in Section 4.1 below), the Rentable Area of the
Premises shall be determined by Landlord’s architect. If the
measured Rentable Area of the Premises is more than one percent
(1%) different than the Rentable Area of the Premises set forth in
Paragraph 2 of the Summary of Certain Provisions, then prior to the
Commencement Date the Rentable Area of the Premises shall be
adjusted accordingly and Minimum Rent shall be calculated using the
Rentable Area of the Premises as adjusted; provided, however, that
in no event shall the Rentable Area of the Premises be 3% more than
the Rentable Area of the Premises set forth in Paragraph 2 of the
Summary of Certain Provisions for purposes of calculating Minimum
Rent. Promptly after the Commencement Date, Landlord and Tenant
shall execute and deliver a written declaration in the form
attached hereto as Exhibit C.
Landlord shall have the right to adjust the Rentable Area of the
Office Building once completed; provided, however, that
Tenant’s Share shall not increase due to any such
adjustments.

 


(n)           
“Rentable Area of the
Premises” means the amount of space upon which Rent is
payable under this Lease as set forth in Paragraph 2 of the Summary
of Certain Provisions.


 


(o)
           “Retail Area” means the
retail portion of the Project.


 


(p)            
“State” means
the State of Florida.

 


(q)            “Taxes”
shall mean and include all federal, state, county, or local
governmental or municipal taxes, fees, charges or other impositions
of every kind and nature, whether general, special, ordinary or
extraordinary (including, without limitation, real estate taxes,
general and special assessments and interest thereon whenever the
same may be payable in installments), transit taxes, leasehold
taxes or taxes based upon the receipt of rent, including sales
taxes applicable to the receipt of rent, unless required to be paid
by Tenant, which may be levied or assessed by, or are payable to,
any lawful authority during or with respect to any calendar or
fiscal year falling in whole or in part during the Term because of
or in connection with the ownership, leasing and operation of the
Building. Taxes shall also include, without limitation, any
assessment, tax, fee, levy or charge in addition to, or in
substitution, partially or totally, for or as a supplement to any
assessment, tax, fee, levy or charge previously included within the
definition of Taxes. All such new and increased assessments, taxes,
fees, levies and charges and all similar assessments, taxes, fees,
levies and charges and service payments in lieu of Taxes shall be
included within definition of Taxes. Tax refunds shall be deducted
from Taxes in the year they are received by Landlord, but if such
refund shall relate to Taxes paid in a prior year of the Term, and
the Lease shall have expired, Landlord shall mail Tenant’s
Share of such net refund (after deducting expenses and
attorneys’ fees), up to the amount Tenant paid towards Taxes
during such year, to Tenant’s last known address. Taxes shall
not include: (a) any net income, excise, profits (other than a tax
on gross profits), estate, gift, franchise, or capital stock tax or
assessment upon Landlord; and (b) any fine, penalty, cost or
interest for any tax or assessment, or part thereof, which Landlord
failed to timely pay (except if same are imposed by reason of
Tenant’s default hereunder). For purposes of reimbursements
by Tenant to Landlord according to Section 3.3, “Taxes”
shall be based on ad valorem real estate taxes that include the
maximum early payment discount.


 


(r)           “Underlying
Documents”. The terms, conditions and provisions of
this Lease and the rights of the parties hereto are subject to all
matters of public record, public or private restrictions affecting
Landlord or the Building, and all applicable governmental rules and
regulations, and are subject to and subordinate to that certain
Master Declaration of Easements, Covenants and Restrictions for
Celebration Pointe executed by Celebration Pointe Holdings, LLC,
recorded in the Public Records of Alachua County, Florida, as
amended from time to time (the “Declaration”). Tenant agrees to
comply with the provisions of the Declaration and any other
recorded or unrecorded documents affecting the Building
(collectively, the “Underlying Documents”). Landlord
represents and warrants that the Permitted Use does not violate any
restrictions, terms or conditions of the Declaration. Landlord
warrants and represents that, as of the Effective Date, Landlord
has provided Tenant with true, correct and complete copies of the
Underlying Documents. Landlord covenants that it will provide
Tenant with true, correct and complete copies of any amendments of
the Underlying Documents during the Term.


 



- 5 -








 






 



ARTICLE II

 



GRANT AND TERM

 


Section
2.1.  Premises.
Landlord, in consideration of the Rent to be paid and the covenants
to be performed by Tenant, does hereby lease and demise to Tenant,
and Tenant hereby rents and hires from Landlord, for the Term, the
Premises. Landlord shall have and hereby reserves the right at its
reasonable discretion, at any time and from time to time during the
Term, to (i) redesignate, modify, alter, expand, reduce and change
the Common Areas including, without limitation, the area, level,
location and arrangement of all parking areas, decks, roadways and
driveways; and (ii) make alterations or additions to, and build
additional stories on, the buildings in the Retail Area and to
construct other buildings and improvements of any type in the
Project for lease to tenants or for such other uses as Landlord
desires, including the right to locate and/or erect thereon
permanent or temporary kiosks and structures; and (iii) exclude
from the Common Areas such building areas and related areas as
Landlord shall designate. If Landlord elects to enlarge the
Project, any additional area may be included by Landlord in the
definition of the Project. Landlord shall also have the general
right from time to time to include within and/or to exclude from
the defined Project any existing or future areas, subject to the
foregoing limitations. In exercising its rights in this subsection,
Landlord shall (i) conform to the requirements of the Underlying
Documents, (ii) not change the Common Areas or any other components
of the Project in a manner that limits or reduces Tenant’s
right to use them or reduces their quality, (iii) not change the
parking provided pursuant to Section 6.4, (iv) not adversely affect
the views from the Premises, (v) not materially and adversely limit
or reduce access to and from public roads adjoining the Project,
and (vi) not increase Minimum Rent or Tenant’s Share. This
Lease is subject to all applicable building restrictions, planning
and zoning ordinances, governmental rules and regulations, existing
underlying leases, and all other encumbrances, covenants,
restrictions and easements affecting the Project.


 


Section
2.2.                  
Term.

 


(a)           Term.
The initial term of this Lease (the “Initial Term”) shall commence on
the Commencement Date and, unless sooner terminated as hereinafter
provided, shall end on the Expiration Date, as such dates are
respectively specified in the Summary of Certain Provisions. The
Initial Term and any Option Periods are collectively referred to as
the “Term” in
this Lease. Landlord shall deliver the Premises to Tenant in
accordance with Section 4.2 herein.

 


(b)           Option
Periods. Provided that Tenant is not then in default hereof
beyond any applicable notice and cure periods, Tenant shall have
the option (each an “Option”) to extend the Term for
the Option Periods identified in the Summary of Certain Provisions.
Each Option shall be exercised, if at all, by written notice to
Landlord at least one hundred eight (180) days prior to the
expiration of the Initial Term or the then- current Option Period,
as applicable. All terms and conditions contained herein shall
apply during the Option Periods except that Minimum Rent shall
change as set forth below. If Tenant does not exercise the
foregoing Options to renew this Lease within the required time
periods, then such Options shall become null and void and be of no
further force or effect. Beginning on the first day of each Option
Period, if exercised, Minimum Rent shall be payable in the amount
of Minimum Rent as of the last day of the prior period plus an
increase of 2.5%.

 



ARTICLE III

 



RENT

 


Section
3.1 Minimum
Rent. During the
Initial Term, Tenant shall pay annual minimum rental
(“Minimum
Rent”) for the
Premises in the amount set forth in the Summary of Certain
Provisions, which sum shall be payable by Tenant in equal
consecutive monthly installments in the amount set forth in the
Summary of Certain Provisions, without demand. The first
installment of Minimum Rent shall be paid in advance on the
Commencement Date. If the Commencement Date occurs on a day other
than the first day of a month, the first installment of Minimum
Rent shall be prorated at a daily rate based on the number of days
in such month.

 


Section
3.2 Insurance.
In addition to any Minimum Rent payable under Section 3.1 above,
Tenant shall pay as Additional Rent in accordance with Section 3.4,
at the same time as payments of Minimum Rent are due,
Tenant’s Share of Insurance Costs incurred by
Landlord.

 


Section
3.3 Taxes. In
addition to any Minimum Rent payable under Section 3.1 above,
Tenant shall pay as Additional Rent in accordance with Section 3.4,
at the same time as payments of Minimum Rent are due,
Tenant’s Share of Taxes incurred by Landlord for the
Building. The expiration or termination of this Lease shall not
affect the obligations of Tenant and rights of Landlord pursuant to
Section 3.2 or 3.3 which remain to be performed after such
expiration or termination, Landlord and Tenant agreeing that said
obligations and rights shall survive such expiration or
termination.


 



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Section
3.4 Installments of
Insurance and Taxes. With each payment of Minimum Rent,
Landlord may require Tenant to pay one-twelfth (1/12th) of the
estimated amount of Insurance Costs and Taxes for the applicable
calendar year. Landlord will provide Tenant with a good faith
estimate of Tenant’s Share of Insurance Costs and Taxes at
least forty-five (45) days in advance of the end of each calendar
year. If Landlord has not furnished Tenant an estimate for any
given calendar year, Tenant shall continue to pay on the basis of
the prior calendar year’s estimate until the month after such
estimate is given. Landlord’s estimate of Insurance Costs and
Taxes for the initial calendar year of the Term is $2.84 per square
foot per year (comprised of an estimated $0.34 per square foot per
year for Insurance Costs and an estimated $2.50 per square foot per
year for Taxes).

 


Section
3.5 True-Up of
Insurance and Taxes. Landlord shall, within no more than
ninety (90) days after each calendar year during the Term, provide
Tenant a statement of such year’s actual Insurance cost and
Taxes, including a copy of the invoices for Insurance and the tax
bill. If actual Insurance Costs and/or Taxes are greater than the
estimated amounts theretofore paid by Tenant, Tenant shall pay
Landlord within thirty (30) days after receipt of such statement
Tenant’s Share of the difference thereof. If actual Insurance
Costs and/or Taxes are less than the estimated amounts theretofore
paid by Tenant, Landlord shall, at Landlord’s option, either
refund the excess to Tenant within thirty (30) days after the
delivery of such statement or provide Tenant a credit against Rent
in an amount equal to such excess.

 


Section
3.6 Treatment of Taxes
and Insurance for Partial Years. For partial calendar years during
the term of this Lease, the amount of Insurance and Taxes payable
that is applicable to that partial calendar year shall be prorated
based on the ratio of the number of days of such partial calendar
year falling during the term of this Lease to 365.

 


Section
3.7 Payment of
Rent. Minimum Rent and Additional Rent shall be paid to
Landlord, in advance, on or before the first day of the Term hereof
and on or before the first day of each and every successive
calendar month thereafter during the Term of this Lease, at the
Rent Payment Address set forth in the Summary of Certain Provisions
(or at such other address of which Landlord shall have given Tenant
notice in accordance with this Lease). All other Rent shall be paid
as provided elsewhere in this Lease. In the event the term of this
Lease commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month,
then the monthly rental for the first and last fractional months of
the term hereof shall be appropriately prorated.

 


Section
3.8 Late
Charge. If any Rent
or other sums are not received within ten (10) days of when due,
Tenant shall pay upon demand by Landlord, as Additional Rent, (i) a
service charge equal to one and one half percent (1.5%) of the
amount of such overdue payment for the purpose of defraying
Landlord’s administrative expenses relative to handling such
overdue payment plus (ii) Interest, which Interest shall accrue
beginning on the date the payment was originally due and
payable.

 


Section
3.9 Sales and Use
Tax. Tenant shall pay all Florida sales and use tax due on
Minimum Rent, Additional Rent and all other amounts payable by
Tenant to Landlord under this Lease upon which Florida sales and
use tax may be imposed from time to time pursuant to Section
212.031, Florida Statutes, or any similar or successor
law.

 



ARTICLE IV

 



PREPARATION OF PREMISES

 


Section
4.1 Landlord’s
Work. Landlord
anticipates developing the Project to a sustainable standard
according to USGC LEED Certification. Landlord, at Landlord’s
sole expense, shall construct the shell of the Office Building
wherein the Premises is to be located and otherwise perform the
work described in Exhibit E
attached hereto (“Landlord’s Work”), at
Landlord’s expense. Landlord shall obtain all certificates
and approvals necessary with respect to Landlord’s Work, and
shall construct the Office Building to be LEED Certified.
Acceptance of possession of the Premises by Tenant shall be
conclusive evidence that Landlord’s Work has been fully
performed in the manner required, subject to punch list items. Any
items of Landlord’s Work that are not completed as of
delivery of the Premises shall be identified by Tenant on a punch
list submitted to Landlord within fifteen (15) business days after
such delivery, or as soon as possible thereafter and Landlord shall
thereafter complete the same within thirty (30) days. Any items of
Landlord’s Work that are not timely identified on such a
punch list shall be deemed completed to the extent that they are
capable of detection as of delivery of the Premises. All work other
than Landlord’s Work to be carried out and completed in the
Premises is the responsibility of Tenant (collectively,
“Tenant’s
Work”).


 



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Section
4.2 Delivery of
Possession. Landlord
shall use best efforts to deliver possession of the Premises to
Tenant with Landlord’s Work complete and in turnkey condition
such that Tenant is able to obtain permits for Tenant’s Work
without further action by Landlord (“Turnkey Condition” as described in
Exhibit E”). If despite using reasonable efforts,
Landlord is unable to deliver possession of the Premises to Tenant
in the Turnkey Condition on or before the Estimated Delivery Date,
Landlord may extend the Estimated Delivery Date by up to ninety
(90) days upon written notice to Tenant provided such notice is
given at least sixty (60) days prior to the Estimated Delivery
Date. If possession of the Premises has not been delivered to
Tenant in the Turnkey Condition by the Estimated Delivery Date plus
any applicable extensions for any reason whatsoever other than a
Tenant Delay, then (a) Landlord shall, promptly after demand
therefor, reimburse Tenant for its Holdover Costs, and (b) Tenant
shall receive one (1) day of free Rent for each day after the
Estimated Delivery Date plus any applicable extensions that
Landlord has not delivered possession in the Turnkey Condition.
Anything in this Lease to the contrary notwithstanding, if Landlord
has not delivered possession of the Premises to Tenant in the
Turnkey Condition on or before September 1, 2018, then Tenant may
terminate this Lease by written notice to Landlord and this Lease
shall terminate as of the date of such notice. As used herein,
“Holdover Costs”
shall mean those amounts charged to Tenant by its prior landlord
for holding over in their then existing leased premises (the
“Prior Lease”)
in excess of the rent and other charges payable by Tenant under the
Prior Lease for the period immediately prior to the Holdover Date,
as established by documentation reasonably acceptable to
Landlord.

 


Section
4.3 Warranty.
Landlord warrants to Tenant, for a period of twelve (12) months
after delivery of the Premises in the Turnkey Condition, that
Landlord’s Work shall be free from faulty materials and
defective work, in accordance with all applicable legal
requirements, and sound engineering standards. Such warranty
includes, without limitation, the repair or replacement (including
labor), at Landlord’s sole cost, of all materials, fixtures
and equipment (including appliances) which are defective, or which
are defectively installed by Landlord in connection with
Landlord’s Work. Landlord shall, at Tenant’s option,
assign to Tenant, or enforce for the benefit of Tenant, all
warranties from subcontractors and material suppliers for such
materials, workmanship, fixtures and equipment in effect after the
expiration of such twelve (12) month warranty period. The
provisions of this subparagraph shall survive the termination or
expiration of this Lease. If Landlord fails to satisfy its
obligations hereunder within a reasonable amount of time after
notice from Tenant of any such faulty materials or defective work,
Tenant may cause such work to be repaired and may deduct the same
from the next payment(s) of Rent due hereunder up to fifty percent
(50%) of each installment of such Rent until fully recouped, or if
the Term has expired, Landlord shall reimburse Tenant for same upon
demand.

 


Section
4.4 Alterations by
Tenant.

 


(a)           Tenant
Improvement Construction. Landlord agrees to deliver the
space turnkey per Tenant’s construction guidelines and
specifications up to a $60/square foot budget. Tenant will work
with Landlord to develop plans, specifications, and pricing based
on similar finishes to tenant’s existing office space,
including the number of square footage of offices and kitchens and
the overall quality and style of finishes, as compared to
Tenant’s existing space. If the build out cost less than
$60/square foot, any savings will go to Landlord. Tenant agrees to
achieve a LEED Certification for interiors for their space within
the Premises as a minimum commitment to occupancy to support the
Project goal for a sustainable development neighborhood program.
Tenant shall have access to the Premises before the Commencement
Date to perform certain of Tenant’s Work as set forth in
Section 21.27.

 


(b)           Landlord
shall, as part of Landlord’s Work, prepare a space plan for
the 3rd
and 4th
floors of the Premises. The space plan shall identify areas that
are under the exclusive control of Tenant. Landlord and Tenant
shall work with one another in good faith to finalize the space
plan on or before the thirtieth (30th) day after
Landlord’s delivery of the Premises in the Turnkey Condition.
Within sixty (60) days after approval of the final space plan, or
as soon as possible thereafter, Tenant shall deliver to Landlord
plans and specifications in such detail as Landlord may reasonably
request covering Tenant's Work. Tenant shall not commence any work
in the Premises until Landlord has approved the plans and
specifications therefore in writing, which approval shall not be
unreasonably withheld, conditioned or delayed; provided, however,
if Tenant has not received Landlord’s written approval within
fifteen (15) days of Tenant’s delivery of the plans and
specifications to Landlord, the plans and specifications shall be
deemed approved by Landlord and Tenant may proceed with
Tenant’s Work. Once the plans and specifications are approved
or are deemed approved, they shall constitute the
“Approved Plans”
under this Lease.


 



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(c)           Except
as specifically set forth immediately above, Tenant shall not make
any alterations, repairs, additions or improvements to the Premises
without the prior written consent of Landlord, such consent not to
be unreasonably withheld, conditioned or delayed. All alterations,
additions or improvements shall be performed in good and
workmanlike manner and in accordance with all applicable legal and
insurance requirements and all drawings and specifications approved
by Landlord, and in accordance with the provisions of this Lease.
If consent is required, Tenant shall not commence any alterations
or improvements to the Premises unless and until Landlord approves
the plans and specifications for such work, which approval shall
not be unreasonably withheld, conditioned or delayed.

 


(d)           Prior
to the commencement of any work by Tenant, Tenant shall obtain the
insurance required in Section 4.6 below and all plans and
specifications shall be approved by Landlord. Landlord shall have
the right, at no expense to Landlord, to require Tenant to furnish
Landlord with payment and performance bonds guaranteeing the
completion of any such repairs, alterations, additions or
improvements. No liens arising out of any work performed, materials
furnished, or obligations incurred by or for the benefit of Tenant
shall exist against the Premises or the Office Building. The
interest of Landlord in the Premises, the Office Building and the
Project shall not be subject to liens for improvements made by or
on behalf of Tenant. If any mechanics’, materialmen’s
or other lien (each, a “lien”) is filed against the
Premises or the Office Building(s) as a result of Tenant’s
actions or inactions, Tenant, at its expense, shall cause the lien
to be discharged of record or fully bonded to the satisfaction of
Landlord within fifteen (15) days after notice of the filing
thereof, or as soon as possible thereafter. If Tenant fails to
discharge or bond against said lien within thirty (30) day period,
Landlord may, in addition to any other rights or remedies Landlord
may have, but without obligation to do so, bond against or pay the
lien without inquiring into the validity or merits of such lien,
and all sums so advanced, including reasonable attorneys’
fees, shall be paid by Tenant on demand as Additional
Rent.

 


Section
4.5 Removal by
Tenant. All present
and future permanent repairs, alterations, additions and
improvements made to the Premises by either party shall become the
property of Landlord upon attachment. Upon the expiration or sooner
termination of this Lease, Tenant shall not remove any of
Tenant’s alterations, additions and improvements, without
Landlord’s written approval, except that Tenant shall remove
any alterations, additions or improvements that Landlord designates
by written notice to Tenant at the time of Tenant’s request
to make such changes, and Tenant shall remove its trade fixtures if
Tenant is not in default hereunder. Nothing herein shall obligate
Tenant to remove any work done in accordance with the Approved
Plans, including, without limitation, cabling and wiring. Tenant
shall promptly repair any damage to the Premises caused by such
removal. Tenant will not have any restoration obligations related
to Landlord’s Work.

 


Section
4.6 Construction
Insurance. Prior to
the commencement of any Tenant alterations, repairs, additions or
improvements to the Premises, Tenant shall carry, or cause its
contractor to carry, “Builder’s All Risk”
insurance in an amount reasonably approved by Landlord covering the
performance of the same, workers’ compensation coverage as
required by law and shall provide evidence of such coverage to
Landlord, if requested. Landlord and any mortgagee of the Building
shall be named as additional insureds or loss payees, as applicable
on such policies.

 



ARTICLE V

 



CONDUCT OF BUSINESS

 


Section
5.1 Use. Tenant
shall continuously use and occupy the Premises during the Term
solely for the purpose of conducting the business specifically set
forth in the Summary of Certain Provisions, and for no other
purpose. Landlord represents that the Permitted Use is permitted as
of the Effective Date. Tenant shall procure all license(s) and/or
permit(s) required for the lawful conduct of Tenant’s
business and submit the same for inspection by Landlord upon
demand. Tenant, at Tenant’s expense, shall at all times
comply with the requirements of such license(s) or permit(s).
Tenant shall have access to the Building and the Premises 24 hours
a day, seven days a week, and the Building entrances shall be
accessible through a keyless card system installed by
Landlord.

 


Section
5.2 Signs.
Landlord, at Landlord’s sole expense, shall provide Tenant
signage on the ground floor elevator lobby directory of the Office
Building including Tenant’s name and location, and Landlord
reserves the right to exclude any other names therefrom. Landlord
shall also provide Tenant, at Landlord’s expense, (i) signage
on Tenant’s suite entry to the Premises, (ii) signage on the
3rd and
4th floors
of the Building providing direction to the Premises if such floor
is shared by one or more tenants. Any additional name, the size,
design, and location of each of the foregoing must first be
approved by Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed, and further subject to Tenant
obtaining, at Tenant’s sole cost and expense, all approvals
required for such signage under any applicable zoning ordinances,
building codes, other governmental requirements and documents of
record. Tenant shall also be permitted to construct, install,
illuminate (if applicable) and maintain, all at Tenant’s sole
cost and expense, signage (x) in a prominent location at or near
the top of the northeast corner of the north side of the Building,
and (y) in a prominent location at or near the top of the southwest
corner of the south side of the Building (collectively,
“Tenant’s Building Signs”). Landlord may permit
the installation of one other sign on the same side of the Building
(including, without limitation, at the top of such side) but shall
establish reasonable separation between Tenant’s Building
Signs and such other sign. The design, locations and installation
of Tenant’s Building Signs shall be subject to Landlord's
prior written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Tenant shall be solely
responsible for obtaining, at Tenant’s sole cost and expense,
all approvals required for Tenant’s Building Signs under any
applicable zoning ordinances, building codes, other governmental
requirements and documents of record, and Landlord’s approval
of Tenant’s Building Signs, if granted, shall be subject to
Tenant obtaining all such approvals.


 



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Section
5.3 Tenant’s
Covenants. Tenant
covenants and agrees that, in the operation of its business within
the Premises, Tenant shall: (a) pay before delinquency any and all
taxes, assessments and public charges levied, assessed or imposed
upon Tenant’s business, or upon Tenant’s fixtures,
furnishings or equipment in the Premises; provided, however, that
Tenant shall have the right to contest such taxes; (b) not use any
space outside the Premises for sale, storage, display, hand
billing, advertising, solicitation or any other similar
undertaking; (c) not use the plumbing facilities in the Premises
for any purpose other than that for which they were constructed;
(d) not use any advertising medium or sound devices inside or
adjacent to the Premises which produce or transmit sounds which are
audible beyond the interior of the Premises, except as otherwise
approved by Landlord in writing; (e) not permit any odor to emanate
from the Premises which is reasonably objected to by Landlord or by
any tenant or occupant of the Office Building (and, upon written
notice from Landlord, Tenant shall immediately cease and desist
from causing such odor, failing which Landlord may deem the same a
material breach of this Lease); (f) not use the Premises in a
manner that would constitute a nuisance; (g) keep the Premises in a
neat, clean, safe and sanitary condition; (h) be authorized to do
business in the State; (i) not store, display, sell or distribute
for any alcoholic beverages or any dangerous materials other than
serving alcoholic beverages for employee social events and events
for clients; (j) not operate or permit to be operated on the
Premises any coin or token operated vending machine or similar
device other than vending machines for the exclusive use of
Tenant’s employees; (k) not permit any improper, immoral and
“adult” entertainment or nudity in the Premises, and
not distribute or display any paraphernalia commonly used in the
use or ingestion of illicit drugs, or any x-rated, pornographic or
so-called “adult” newspaper, book, magazine, film,
picture, video tape, video disk or other similar representation or
merchandise of any kind; (l) use good faith efforts to avoid any
action which would cause any work stoppage, picketing, labor
disruption or dispute, or any interference with the business or
rights and privileges of Landlord or any other tenant, occupant or
other person lawfully in the Project; (m) not interfere with the
transmission or reception of microwave, television, or radio
communications signals by antennae located on the roof of any
building in the Office Building or elsewhere in the Project; (n)
not move any heavy machinery, heavy equipment or fixtures into or
out of the Premises without Landlord’s prior written consent,
or place a load on any floor exceeding the floor load per square
foot that such floor was designed to carry, or install, operate or
maintain in the Premises any heavy equipment except in such manner
as to achieve a proper distribution of weight; and (o) promptly
comply with all present and future laws, ordinances, orders, rules,
regulations and requirements of all governmental authorities having
jurisdiction over the Premises, or the generation, use and/or
disposal of any Hazardous Materials (as defined in Section 5.5
below) brought to the Premises by Tenant, its employees, agents or
contractors, or the cleanliness, safety, occupancy and use of the
same, whether or not any such law, ordinance, order, rule,
regulation, covenant, restriction or other requirement is
substantial, or foreseen or unforeseen, or ordinary or
extraordinary, or shall necessitate structural changes or
improvements, shall interfere with the use or enjoyment of the
Premises, and Tenant shall hold Landlord harmless from any and all
cost or expense on account thereof (so long as such compliance with
all Laws is required as a direct result of Tenant’s specific
use of the Premises and not office use in general) but only to the
extent that any of the foregoing are directly applicable to
Tenant’s Use of the Premises for the Permitted Use
(collectively, “Laws”); provided, however, that
Landlord shall be responsible at Landlord’s costs and expense
for ensuring that the Premises are at all times compliant with the
Americans with Disabilities Act of 1990, as amended (the
“ADA”) (as used
in this Lease, the term “legal requirements” shall include
the requirements set forth in this subparagraph
5.3(o)).

 


Section
5.4 Notice by
Tenant. Tenant shall give prompt notice to Landlord in case
of fire or accidents that cause material damage to the Premises,
or, the extent that Tenant has actual knowledge thereof, in the
Office Building.

 


Section
5.5 Hazardous
Materials.

 


(a)           Tenant
shall not cause or permit the presence, use, generation, release,
discharge, storage, disposal or transportation of any Hazardous
Materials on, under, in, about, to or from the Premises and/or the
Project, other than typical office supplies. As used herein, the
term “Hazardous
Materials” shall mean any hazardous or toxic
substances, materials or waste, pollutants or contaminants, as
defined, listed or regulated by any federal, state, county or local
law, regulation or order or by common law decision including,
without limitation: (i) trichloroethylene, tetrachloroethylene,
perchloroethylene and other chlorinated solvents;


(ii)
petroleum products or by-products; (iii) asbestos; and (iv)
polychlorinated biphenyls.

 


(b)           Should
a release of any Hazardous Materials occur at the Premises or the
Project as the direct result of the acts or omissions of Tenant,
Tenant shall immediately (i) notify Landlord and any mortgagee of
the Project for whom Tenant has been provided contact information,
and (ii) contain, remove and dispose of, off the Premises or the
Project, such Hazardous Materials and any material that was
contaminated by the release, and remedy and mitigate all threats to
human health or the environment relating to such release. When
conducting any such measures Tenant shall comply with all
environmental laws.

 


(c)           Tenant
shall exonerate, indemnify, pay and protect, defend (with counsel
reasonably approved by Landlord) and hold harmless Landlord, and
its directors, trustees, beneficiaries, officers, shareholders,
partners, employees, agents, and invitees, any mortgagee of the
Office Building and those of the other tenants of the Office
Building (collectively, the “Related Parties”) from and against
any claims (including, without limitation, third party claims for
personal injury or real or personal property damage), actions,
administrative proceedings (including informal proceedings),
judgments, damages, punitive damages, penalties, fines, costs,
taxes, assessments, liabilities (including sums paid in settlements
of claims), interest or losses, including reasonable
attorneys’ fees and expenses (including any such fees and
expenses incurred in enforcing this Lease or collecting any sums
due hereunder), consultant fees, and expert fees, together with all
other reasonable costs and expenses of any kind or nature actually
incurred (collectively, the “Costs”) that arise directly or
indirectly in connection with the presence, suspected presence,
release or suspected release of any Hazardous Materials in or into
the air, soil, ground water, surface water or improvements at, on,
about, under or within the Premises or the Project, or any portion
thereof, or elsewhere in connection with the transportation of
Hazardous Materials to or from the Premises or the Project, in any
such case by or on behalf of Tenant. This indemnification shall
survive the termination of this Lease and shall be binding upon
Tenant and its successors in interest whenever such threat, claim
or cause of action may arise. To the maximum extent permitted by
applicable law, Tenant expressly waives any defense concerning
laches or the statute of limitations, constructive eviction or rent
abatement with respect to such claims. Tenant's obligations under
this Section 5.5 shall survive the termination of this Lease for
any reason whatsoever.


 



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(d)           Landlord
shall exonerate, indemnify, pay and protect, defend (with counsel
reasonably approved by Tenant) and hold harmless Tenant, and its
directors, trustees, beneficiaries, officers, shareholders,
partners, employees, agents, and invitees, any mortgagee of the
Office Building and those of the other tenants of the Office
Building (collectively, the “Related Parties”) from and against
any claims (including, without limitation, third party claims for
personal injury or real or personal property damage), actions,
administrative proceedings (including informal proceedings),
judgments, damages, punitive damages, penalties, fines, costs,
taxes, assessments, liabilities (including sums paid in settlements
of claims), interest or losses, including reasonable
attorneys’ fees and expenses (including any such fees and
expenses incurred in enforcing this Lease or collecting any sums
due hereunder), consultant fees, and expert fees, together with all
other reasonable costs and expenses of any kind or nature actually
incurred (collectively, the “Costs”) that arise directly or
indirectly in connection with the presence, suspected presence,
release or suspected release of any Hazardous Materials in or into
the air, soil, ground water, surface water or improvements at, on,
about, under or within the Premises or the Project, or any portion
thereof, or elsewhere in connection with the transportation of
Hazardous Materials to or from the Premises or the Project, in any
such case by or on behalf of Landlord. This indemnification shall
survive the termination of this Lease and shall be binding upon
Landlord and its successors in interest whenever such threat, claim
or cause of action may arise. Landlord's obligations under this
Section 5.5 shall survive the termination of this Lease for any
reason whatsoever.

 



ARTICLE VI

 



LANDLORD’S SERVICES

 


Section
6.1 Maintenance.
Landlord shall maintain, at Landlord’s sole cost and expense,
in condition and repair equal to or better than other similar Class
A office buildings in the Gainesville, Florida area, subject to
normal wear and tear, casualty and condemnation, every element of
the Office Building (excluding the Premises and other portions of
the Office Building leased to other tenants), including, without
limitation, the Common Areas, public areas, any and all parking
levels and landscaped areas, elevators, stairs, common corridors,
common restrooms, the mechanical, plumbing and electrical systems
(including HVAC and life safety systems), exterior windows, parking
areas, driveways (including, without limitation, driveways
providing ingress from and egress to public roads), and the
foundations and footers of the Building and its structural walls
and roof. Landlord shall keep the sidewalks, driveways, parking
areas, and all other means of ingress and egress for the Premises
and all public portions of the Building in condition equal to or
better than other similar Class A office buildings in the
Gainesville, Florida area and in a clean and safe condition and
shall provide adequate lighting. Notwithstanding the foregoing
obligation, the cost of any repairs or maintenance to the foregoing
that are directly necessitated by the intentional acts or
omissions, or gross negligence of Tenant, or its agents, employees,
contractors, invitees, licensees, or assignees, shall be deemed
Additional Rent hereunder and shall be reimbursed by Tenant to
Landlord upon demand.

 


Section
6.2 Landlord’s
Services.

 


(a)            Landlord
agrees to furnish the following services at Landlord’s sole
costs and expense:

 


(i)           heat
and air conditioning for the Building (including, without
limitation, the Premises and the interior Common Areas) at
reasonably comfortable temperatures and standard for buildings of
similar class, size, age and location, or as required by
governmental authority; such services to be provided from 8:00 a.m.
to 6:00 p.m. on weekdays and from 8:00 a.m. to 1:00 p.m. on
Saturdays (except on New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas and such other public
holidays hereafter created by governmental authority and designated
by Landlord), or such shorter period as may be prescribed by any
applicable policies or regulations adopted by any utility or
governmental agency;

 


(ii)           elevator
service, lighting replacement for the entire Building (including,
without limitation, the Premises and the Common Areas, as
applicable), and regular janitorial and restroom supplies for the
Common Areas;


 



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(iii)        
maintenance and repair in accordance with Section 6.1;

 


(iv)        
subject to Section 6.3, all utilities other than electricity
(including, without limitation, water and sewer) to the Building
(including, without limitation, the Common Areas, as applicable) 24
hours per day, seven days per week; provided, however, that Tenant
(A) shall be responsible for procuring all telephone, internet,
electricity, and janitorial services used in the Premises and (B)
shall pay all charges incurred for such services directly to the
applicable service provider; and


 


(v)           Landlord
shall, upon Tenant’s request, provide after-hours heating and
air conditioning for times beyond the hours of operation set forth
in Section 6.2(a)(i) at the rate of $35.00 per hour.

 


(b)            Landlord
shall not be in default hereunder or be liable for any damages
directly or indirectly resulting from, nor shall Rent be abated by
reason of, (i) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing
services, (ii) failure to furnish or delay in furnishing any such
services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Landlord or by the
making of necessary repairs or improvements to the Premises or to
the Office Building, or (iii) the limitation, curtailment,
rationing or restrictions on use of water, electricity, gas or any
other form of energy serving the Premises or the Office Building
not caused by Landlord. Landlord shall use best efforts to promptly
remedy any interruption in the furnishing of such
services.

 


Section
6.3 Utilities; Excess
Usage. Whenever heat
generating equipment, other than standard office equipment
(i.e., computers,
telephones, etc.) or lighting other than building standard lights
or those included in the Approved Plans are used in the Premises by
Tenant which materially and adversely affect the temperature
otherwise maintained by the air conditioning system, Landlord shall
have the right, after notice to Tenant and Tenant’s
opportunity to cure, to install supplementary air conditioning
facilities in the Premises or otherwise modify the ventilating and
air conditioning system serving the Premises, and the cost of
installation, construction, maintenance and repair of such
facilities and modifications shall be borne by Tenant.

 


Section
6.4 Parking (Vehicles
and Bicycles). (a) Parking shall be provided by Landlord to
Tenant in the following consecutive stages (each a
“Stage” and
collectively, the “Stages”) and in the following
locations:

 


(i)            Stage
1 – on the existing surface parking lot that is located
within the area identified as P-1 in Exhibit “A” (the
“Surface
Lot”)

 


(ii)          
Stage 2 – within the existing structured parking facility
that is located within the area identified as P-2 in Exhibit
“A” (the “P-2
Facility”)

 


(iii)         
Stage 3 – within a structured parking facility that will
constructed by Landlord and located within the area identified as
P-1 in Exhibit “A” (the “P-1 Facility,” and together with
the Surface Lot and the P-2 Facility, the “Parking Areas”)

 


During
each Stage, Tenant shall have the exclusive right to use 1 reserved
parking space per 1,000 square feet of Rentable Area within the
Premises at no additional charge (the “Exclusive Spaces”). During each
Stage, the Exclusive Spaces shall be as close and as convenient as
possible to the Building. During Stage 2 and Stage 3, the Exclusive
Spaces shall be located on the ground floor of the P-2 Facility and
the P-1 Facility, respectively, or, if the ground floor of the P-2
Facility and/or the P-1 Facility is used for retail purposes and
not parking then on the second floor. During each Stage, Tenant
shall also have the exclusive right, subject to the conditions of
the Section, to use additional parking spaces (the “
Semi-Exclusive
Spaces”) at the cost of Zero Dollars ($0.00) during
Stage 1 and Stage 2 and Thirty-five and No/100 Dollars ($35.00) per
space per month, with two percent (2%) annual increases, during
Stage 3. The Semi-Exclusive Spaces shall be available for use by
Landlord and its agents, invitees and employees after 6:00 p.m. and
before 8:00 a.m. Monday through Friday, on weekends, and on
Federally observed holidays. Parking will be non-exclusive and
non-reserved, except that Landlord will identify five (5) reserved
parking spaces for Tenant’s exclusive use. Landlord shall
have the right to control access to the Parking Areas, remove
improperly parked automobiles and require that the designated
automobile display decals or other evidence of its right to use the
Parking Areas. Landlord acknowledges that parking in the P-2
Facility is a material inconvenience for Tenant. Landlord shall
exercise best efforts to complete the P-1 Facility as quickly as
possible.


 



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(b)            Subject
to the Declaration, Landlord shall have the right, but not the
obligation, to assign parking spaces to tenants of the Office
Building and other buildings in the Project, provided that it does
not interfere with Tenant’s rights set forth in Section
6.4(a). From time to time during the Term, Tenant shall provide the
license plate numbers and vehicle descriptions for all of its
employees working in the Premises within ten (10) days following
receipt of Landlord’s written request.

 


(c)           Landlord
shall make bicycle racks available at the Building, at
Landlord’s sole cost, to the extent any of Tenant’s
employees commute to the Premises by bicycle.

 


(d)         
Notwithstanding the foregoing provisions of Section 6.4(a), if the
Rentable Area of the Premises is determined to be, or if it changes
in the future to be, less or more than 26,708 square feet
aggregately, then the number of Exclusive Spaces provided pursuant
to Section 6.4(a) above may be reduced or increased
proportionately, in accordance with the amount by which the actual
Rentable Area of the Premises is less than or greater than
26,708.

 



ARTICLE VII


 



REPAIRS AND MAINTENANCE BY TENANT

 

Section
7.1        Repairs and
Maintenance by Tenant.

 


(a)           Except
to the extent of the work to be performed pursuant to Sections 4.1
and 4.3 above, by occupancy of the Premises, Tenant accepts the
Premises as being in the condition in which Landlord is obligated
to deliver the Premises. Subject to Landlord’s obligations
pursuant to Article VI, Tenant shall, at Tenant's sole cost and
expense, at all times during the Term keep, and at the end of the
Term surrender to Landlord, the Premises and every part thereof and
all alterations, additions and improvements thereto (subject to
Section 4.5) in good condition and repair, except for normal wear
and tear and damage (which damage shall not have been caused by the
negligence or intentional act of Tenant or its agents, employees,
contractors, invitees, licensees, tenants or assigns) thereto by
fire, earthquake, act of God or the elements. Landlord has no
obligation and has made no promise to alter, remodel, improve,
repair, decorate or paint the Premises or any part thereof, except
as specifically and expressly herein set forth. No representations
respecting the condition of the Premises or the Office Building
have been made by Landlord to Tenant, except as specifically and
expressly herein set forth.

 


(b)           Tenant
agrees that Tenant’s use of electrical current will at no
time exceed the capacity of the electric distribution system and
that Tenant will not make any alteration or addition to
Tenant’s electrical system without Landlord’s prior
written consent, not to be unreasonably withheld, conditioned or
delayed.

 


(c)           If
Tenant fails, refuses or neglects to properly maintain the
Premises, or to commence or to complete repairs for which it is
expressly responsible under this Lease promptly and adequately, or
if Landlord finds it necessary to make any repairs or replacements
otherwise required to be made by Tenant, then Landlord may, after
reasonable advance notice to Tenant, in addition to all other
remedies, but without obligation to do so, enter the Premises and
proceed to have such maintenance, repairs or replacements made, and
Tenant shall pay to Landlord, on demand, the cost and expenses
therefor plus a charge of three percent (3%) of such costs and
expenses to compensate Landlord for its administrative and overhead
costs.


 



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ARTICLE VIII

 


RESERVED


 


 



ARTICLE IX

 



INSURANCE, INDEMNITY AND LIABILITY

 


Section
9.1                    
Landlord’s
Insurance Obligations. Landlord agrees to obtain and
maintain during the Term hereof fire and extended coverage
insurance, windstorm and, if the Office Building is in a flood
zone, flood insurance, in no more than the full replacement amount
and with such special endorsements as are commercially reasonable,
insuring the Office Building in which the Premises is located and
the improvements to the Premises provided by Landlord pursuant to
this Lease (exclusive of Tenant’s trade fixtures,
furnishings, equipment, plate glass, signs and personal property).
Landlord shall have the right to carry its insurance under
“blanket policies” covering the Office Building and
other properties.


 


Section
9.2             
        Tenant’s
Insurance Obligations.

 



(a)           Tenant,
at Tenant’s sole cost and expense, shall obtain and maintain
in effect, commencing with the delivery of possession date and
continuing throughout the Term, insurance policies providing for
the following coverage: (i) standard “special form”
property insurance against fire, theft, vandalism, malicious
mischief, sprinkler leakage and such additional perils as now are
or hereafter may be included in a standard extended coverage
endorsement from time to time in general use in the State, insuring
Tenant’s merchandise, trade fixtures, furnishings, equipment
and all items of personal property of Tenant located in, on or
about the Premises, and the amount of such insurance will be set
forth in an “agreed value endorsement” to the policy of
such insurance, not less than one hundred percent (100%) of the
full replacement value thereof without deduction for depreciation,
and with a deductible amount of not more than Fifty Thousand
Dollars ($50,000.00); (ii) a commercial general liability policy,
naming Landlord and any mortgagee of the Office Building as
additional insureds, protecting against any and all claims for
injury to persons or property occurring in the Premises and
protecting against assumed or contractual liability under this
Lease with respect to the Premises and the operations of Tenant and
any subtenant of Tenant in, on or about the Premises, with such
policy to be in the minimum amount of One Million Dollars
($1,000,000.00) per occurrence, and with an aggregate limit of at
least Two Million Dollars ($2,000,000.00)) (provided that such
aggregate limit may be satisfied by a combination of primary and
excess/umbrella coverage); (iii) workers’ compensation
coverage as required by law with statutory limits; (iv) and with
respect to alterations, improvements and the like required or
permitted to be made by Tenant hereunder, contingent liability and
builder’s risk insurance in amounts satisfactory to
Landlord.

 


(b)           All
insurance policies herein to be procured by Tenant and/or its
contractors shall: (i) be issued by insurance companies, reasonably
satisfactory to Landlord and authorized to do business in the
State; (ii) be written as primary policy coverage and
non-contributing with respect to any coverage which Landlord may
carry; (iii) insure and name Landlord, Landlord’s advisors,
Landlord’s managing agent and any parties in interest
designated by Landlord as additional insureds or loss payees, as
applicable, as their respective interests may appear (except with
respect to workers’ compensation insurance); (iv) be primary
and non-contributory and (v) contain, in the case of Tenant’s
property insurance coverage, an express waiver of any right of
subrogation by the insurance company against Landlord,
Landlord’s managing agent and their respective agents,
employees and representatives which arises or might arise by reason
of any payment under such policy or by reason of any act or
omission of Landlord, its agents, employees or representatives.
Neither the issuance of any insurance policy required hereunder,
nor the minimum limits specified herein with respect to
Tenant’s insurance coverage shall be deemed to limit or
restrict in any way Tenant’s liability arising under or out
of this Lease. With respect to each and every one of the insurance
policies herein required to be procured by Tenant, on or before the
Commencement Date (or, if earlier, the date on which possession of
the Premises is delivered to Tenant), and at least thirty (30) days
before any such insurance policy shall expire, Tenant shall deliver
to Landlord a certificate of the insurer certifying that such
policy has been issued, providing the coverage required by this
Lease and containing the provisions specified herein, together with
evidence of payment of all applicable premiums. Each and every
insurance policy required to be carried hereunder by or on behalf
of Tenant shall provide (and any certificate evidencing the
existence of each such insurance policy shall certify) that, unless
Landlord shall first have been given such prior written notice
thereof, the insurer will not cancel, materially change or fail to
renew the coverage provided by such insurance policy as is required
under the applicable policy. The term “insurance
policy” as used herein shall be deemed to include any
extensions or renewals of such insurance policy. In the event that
Tenant shall fail to promptly furnish any insurance coverage
hereunder required to be procured by Tenant, Landlord, at its sole
option, shall have the right after twenty (20) days’ prior
written notice to Tenant to obtain the same and pay the premium
therefor for a period not exceeding one (1) year in each instance,
and the premium so paid by Landlord shall be immediately due and
payable by Tenant to Landlord.


 



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(c)           Tenant
shall not do or permit to be done any act or thing upon the
Premises that will invalidate or be in conflict with any fire
insurance policies covering the Office Building or any part
thereof, including the retail stores located below, or fixtures and
property therein, or any other insurance policies or coverage
referred to above in this Article IX; and Tenant shall promptly
comply with all rules, orders, regulations or requirements relating
to such insurance policies, and shall not do anything, or prevent
anything to be done, in, on or about the Premises, or bring or keep
anything therein, which shall increase the rate of fire insurance
on the Office Building in which the Premises is located or on any
property, including the common areas, located therein, or increase
the rate or rates of any other insurance referred to hereinabove.
If any act or omission of Tenant, its agents, employees or
contractors shall result in any increase in the premium rates
applicable to any such insurance policies carried by Landlord, or
other increased costs to Landlord in connection therewith, then
Tenant shall reimburse Landlord on demand as Additional Rent for
the amount of any such increased rates or costs. In particular, if
Tenant uses the Premises for the preparation of food, Tenant shall
reimburse Landlord on demand for any part of the premium for
insurance coverage under Section 9.1 above required to be paid on
account of such use of the Premises.

 


Section
9.3            Waiver of
Subrogation. LANDLORD AND TENANT HEREBY WAIVE AND RELEASE
ANY CLAIM THAT EITHER OF THEM MAY HEREAFTER HAVE AGAINST THE OTHER
ON ACCOUNT OF ANY DAMAGE TO THE PROPERTY OF THE WAIVING PARTY, EVEN
IF SUCH DAMAGE SHALL BE DUE TO THE NEGLIGENT ACT OR OMISSION OF THE
OTHER PARTY, TO THE EXTENT THAT SUCH DAMAGE IS COVERED BY INSURANCE
(OR WOULD HAVE BEEN COVERED IF THE INSURANCE REQUIRED HEREUNDER HAD
BEEN OBTAINED BY THE PARTY WHO SUFFERED THE DAMAGE). LANDLORD AND
TENANT SHALL EACH CAUSE THEIR RESPECTIVE PROPERTY INSURANCE
POLICIES TO CONTAIN EITHER A WAIVER OF ANY RIGHT OF SUBROGATION THE
INSURER OF ONE PARTY HERETO MAY ACQUIRE AGAINST THE OTHER PARTY
HERETO BY VIRTUE OF PAYMENT OF ANY LOSS UNDER ANY SUCH INSURANCE OR
AN ACKNOWLEDGMENT BY THE INSURER THAT THE FOREGOING WAIVER OF
CLAIMS DOES NOT IMPAIR OR INVALIDATE SUCH POLICY OF
INSURANCE.

 


Section
9.4         Covenant to Hold
Harmless. TENANT
HEREBY INDEMNIFIES AND AGREES TO SAVE HARMLESS LANDLORD, ITS
OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS AND ANY
MORTGAGEE OR MASTER LESSOR OF THE OFFICE BUILDING, FROM AND AGAINST
ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARE THE
DIRECT RESULT OF (A) TENANT’S POSSESSION, USE, OCCUPANCY,
MANAGEMENT, REPAIR, MAINTENANCE OR CONTROL OF THE PREMISES, OR ANY
PORTION THEREOF, OR (B) ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF TENANT OR TENANT’S AGENTS, EMPLOYEES, CONTRACTORS,
LICENSEES OR INVITEES, OR (C) ANY DEFAULT, BREACH, VIOLATION OR
NONPERFORMANCE OF THIS LEASE. TENANT SHALL, AT ITS OWN COST AND
EXPENSE, DEFEND ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS WHICH
MAY BE BROUGHT AGAINST LANDLORD OR ANY MORTGAGEE OR MASTER LESSOR
OF THE OFFICE BUILDING WITH RESPECT TO THE FOREGOING. TENANT SHALL
PAY, SATISFY AND DISCHARGE ANY AND ALL JUDGMENTS, ORDERS AND
DECREES WHICH MAY BE RECEIVED AGAINST LANDLORD OR ANY SUCH
MORTGAGEE OR MASTER LESSOR IN CONNECTION WITH THE FOREGOING. IN THE
EVENT LANDLORD OR ANY OTHER PARTY SO INDEMNIFIED SHALL, WITHOUT
FAULT, BE MADE A PARTY TO ANY LITIGATION COMMENCED BY OR AGAINST
TENANT, OR IF LANDLORD OR ANY SUCH PARTY SHALL, IN ITS SOLE
DISCRETION, INTERVENE IN SUCH LITIGATION TO PROTECT ITS INTEREST
HEREUNDER, THEN TENANT SHALL PROTECT AND HOLD THEM HARMLESS AND
SHALL PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES
INCURRED OR PAID BY SUCH PARTY(IES) IN CONNECTION WITH SUCH
LITIGATION.


 



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Section
9.5           Consequential
Damages. NEITHER LANDLORD NOR TENANT SHALL BE LIABLE UNDER
ANY CIRCUMSTANCES FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOST PROFITS, FOR ANY BREACH OF THE TERMS HEREIN.

 



ARTICLE X

 



DESTRUCTION OF PREMISES

Section 10.1  
          Casualty.

 


(a)           If
the Premises is damaged or destroyed by fire or other casualty and
Landlord does not elect to terminate this Lease as hereinafter
provided, Landlord shall proceed with reasonable diligence and at
its sole cost and expense to rebuild and repair the Premises. If
(i) more than fifty percent (50%) of the square footage of the
Premises shall be damaged by any fire or other casualty during the
last year of the Initial Term or during the last year of any Option
Period, or (ii) Landlord is unable to rebuild any material portion
of the Office Building due to any inability to obtain any required
governmental approval in connection therewith after exhausting
diligent and best efforts to obtain such approvals, or (iii) more
than fifty percent (50%) of the floor area of the Office Building
shall be damaged or destroyed by fire or other casualty and such
damage or destruction materially and adversely impacts
Tenant’s use of the Premises for the Permitted Use, or (iv)
if all or any material part of the Office Building or the Premises
shall be damaged or destroyed at any time by the occurrence of any
risk not insured under the insurance required to be carried under
Article IX above and such damage or destruction materially and
adversely impacts Tenant’s use of the Premises for the
Permitted Use, or (v) for any reason whatsoever sufficient
insurance (through no fault of Landlord) proceeds are not available
to pay for the rebuilding and/or repair of the Office Building
and/or the Premises (including, without limitation, by the exercise
of the right of any mortgagee of the Office Building to apply
insurance proceeds to any obligations of Landlord to such
mortgagee) after exhausting diligent and best efforts to obtain
such funds, then Landlord shall have the option to terminate this
Lease by giving written notice to Tenant. Landlord shall give
written notice to Tenant of such election within thirty (30) days
after the occurrence of such casualty and if it elects to rebuild
and repair shall proceed to do so with reasonable diligence and at
its sole cost and expense. If Landlord elects not to rebuild in
accordance with this subsection, then this Lease shall terminate as
of the earlier of (1) the date designated by Tenant in writing to
Landlord or (2) 120 days after delivery of Landlord’s notice
to Tenant of its election not to rebuild. Tenant may elect to
terminate this Lease by notice to Landlord if substantial
completion of restoration of the Premises or of the access thereto
does not occur within ninety (90) days after the date of such
damage or destruction, or if Landlord gives Tenant notice that
Landlord has determined that substantial completion of restoration
of the Premises or of the access thereto shall take longer than
ninety (90) days after the date of such damage or
destruction.

 


(b)           Landlord’s
obligation to rebuild and repair under this Article X shall in any
event be limited to restoring the Premises to substantially the
same condition in which the same existed prior to the casualty. In
no event shall Landlord be required to repair or replace
Tenant’s merchandise, trade fixtures, furnishings or
equipment. Tenant agrees that promptly after completion of such
work by Landlord Tenant shall proceed with reasonable diligence and
at Tenant’s sole cost and expense to repair or replace
Tenant’s merchandise, trade fixtures, furnishings or
equipment so that Tenant can resume use of the Premises for the
Permitted Use.

 


(c)           Tenant
agrees that during any period of reconstruction or repair of the
Premises it shall continue the operation of its business within the
Premises to the extent practicable. During the period from the
occurrence of the casualty until Landlord’s repairs are
completed, the Rent shall be reduced to such extent as may be fair
and reasonable under the circumstances; however, there shall be no
abatement of Rent in the event the underlying damage was caused by
Tenant, or its contractors, subcontractors, employees, agents or
invitees.


 



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ARTICLE XI

 



CONDEMNATION

 


Section
11.1 Eminent
Domain. If twenty
percent (20%) or more of the floor area of the Premises shall be
taken or condemned by any governmental authority (including, for
purposes of this Article, any purchase by such governmental
authority in lieu of a taking), or if access to or parking for the
Premises is materially adversely affected, either party may elect
to terminate this Lease by giving notice to the other party not
more than sixty (60) days after the date on which such title shall
vest in the authority. If the parking facilities are reduced below
the minimum parking requirements imposed by the applicable
authorities, rendering the use of the Premises in violation of law,
Landlord may elect to terminate this Lease by giving Tenant notice
within one hundred twenty (120) days after such taking. In the case
of any taking or condemnation, whether or not the Term shall cease
and terminate, the entire award shall be the property of Landlord;
provided, however, Tenant shall be entitled to claim dislocation
damages and entitled to any award as may be made for trade fixtures
and other equipment which under the terms of this Lease would not
have become the property of Landlord; further provided, that any
such award to Tenant shall not be in diminution of any award
otherwise to be made to Landlord in the absence of such award to
Tenant.

 


Section
11.2 Rent
Apportionment. In the
event of any taking or condemnation, the then current Minimum Rent
and the Rentable Area of the Premises shall be apportioned as of
the date when possession of the Premises is required to be
delivered to the condemning authority or termination of this Lease
and Tenant shall be entitled to a pro rata reduction in Minimum
Rent payable based on the proportion which the Rentable Area taken
from the Premises bears to the entire Rentable Area of the Premises
immediately prior to such taking.






 



ARTICLE XII

 



ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE

 

Section 12.1 
No
Assignment, Subletting or Encumbering of Lease.

 


(a)           Notwithstanding
any references to assignees, subtenants, concessionaires or other
similar entities in this Lease, Tenant shall not without
Landlord’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed (i) assign or
otherwise transfer, or mortgage or otherwise encumber this Lease or
any of its rights hereunder, or (ii) sublet the Premises, or (iii)
permit the use of the Premises or any part thereof by any persons
other than Tenant or its agents. Any such attempted or purported
transfer, assignment, mortgaging or encumbering of this Lease or
any of Tenant’s interest hereunder, and any attempted or
purported subletting or grant of a right to use or occupy all or a
portion of the Premises in violation of the foregoing sentence,
whether voluntary or involuntary or by operation of law or
otherwise, shall be null and void and shall not confer any rights
upon any purported transferee, assignee, mortgagee or occupant.
Nothing contained elsewhere in this Lease shall authorize Tenant to
enter into any franchise, concession, license, permit, sub-tenancy,
departmental operation arrangements or the like, except pursuant to
the provisions of this Article XII.

 


(b)            Notwithstanding
the provisions of Sections 12.1(a), Tenant shall have the right to
assign this Lease or to sublet the Premises (in whole or in part)
to any other entity (the “Successor Entity”) (i) which
controls or is controlled by Tenant or Tenant’s parent
corporation or which is under common control with Tenant, provided
that such transfer or transaction is for a legitimate regular
business purpose of Tenant other than a transfer of Tenant’s
interest in this Lease, or (ii) which purchases all or
substantially all of the assets of Tenant, or (iii) which purchases
all or substantially all of the stock of (or other ownership or
membership interests in) Tenant or (iv) which merges or combines
with Tenant, provided that in any of the foregoing events, the
entity to which this Lease is so assigned or which so sublets the
Premises has a credit worthiness (e.g., net assets on a pro forma basis
using generally accepted accounting principles consistently applied
and using the most recent financial statements) and cash flow which
are reasonably adequate to satisfy the obligations under the Lease
through the end of the term hereof (the foregoing transferees
referred to, individually or collectively, as a “Permitted Transferee”). Except in
cases of statutory merger, in which case the surviving entity in
the merger shall be liable as Tenant under this Lease, Tenant shall
continue to remain fully liable under this Lease, on a joint and
several basis with the Permitted Transferee. If any parent,
affiliate or subsidiary of Tenant to which this Lease is assigned
or the Premises sublet (in whole or in part) shall cease to be such
a parent, affiliate or subsidiary, such cessation shall be
considered an assignment or subletting requiring Landlord’s
consent.


 



- 17 -








 






 


(c)           Without
conferring any rights upon Tenant not otherwise provided in this
Article XII, should Tenant desire to enter into an assignment,
sublease or transfer of this Lease or Tenant’s rights
hereunder other than as set forth in Section 12.1(b), Tenant shall
request in writing Landlord’s consent to the assignment,
sublease or transfer at least thirty (30) days before the proposed
effective date of the assignment, sublease or transfer, providing
the following to the extent that they are available: (i) the full
particulars of the proposed assignment, sublease or transfer of
this Lease or Tenant’s rights hereunder, including its
nature, effective date, terms and conditions, and copies of any
offers, draft agreements, subleases, letters of commitment or
intent and other documents pertaining to the proposed transfer;
(ii) a description of the identity, net worth of the proposed
transferee, including (without limitation) copies of the proposed
transferee’s latest income, balance sheet and changes in
financial position statements (with accompanying notes and
disclosures of all material changes thereto) in audited form, if
available, and certified as accurate by the proposed transferee;
and (iii) any further information relevant to the proposed transfer
which Landlord shall request after receipt of Tenant’s
request for consent. Tenant shall, concurrently with any request
for Landlord’s consent, pay to Landlord a fee in the sum of
Five Hundred Dollars ($500.00) for Landlord’s review and
processing of such request, and Landlord shall not be obligated to
review such request prior to Landlord’s receipt of such fee.
Landlord, after receiving such request, shall have a thirty (30)
day period in which to provide written notice to Tenant informing
Tenant that Landlord approves the transfer (with or without
conditions), disapproves the transfer or will elect to recapture
the Premises as provided for in Section 12.4 below. The consent by
Landlord to any proposed assignment or sublease shall not release
Tenant from any covenant or obligation under this Lease, nor be
deemed a waiver or release of the non-assignability covenants in
their future application, nor shall the collection or acceptance of
rent from any such assignee, transferee, subtenant or occupant
constitute a waiver of or a release of Tenant from any covenant or
obligation contained in this Lease.

 


(d)           Without
conferring any rights upon Tenant not otherwise provided in this
Article XII, in the event of an assignment or transfer of
Tenant’s interest in this Lease, or a sublease of all or a
portion of the Premises, to a bona fide third party for value and
other than as set forth in Section 12.1(b), in the event that any
monthly rent or other payment accruing to Tenant as the result of
any such assignment, transfer, or sublease, including any lump sum
or periodic payment in any manner relating to such assignment,
transfer or sublease, is in excess of the rent then payable by
Tenant under this Lease, then one-half of such excess shall be paid
by Tenant to Landlord monthly. Landlord may require a certificate
from Tenant specifying the full amount of any such payment of
whatsoever nature.

 


(e)           All
reasonable costs and expenses, including attorneys’ fees
(which shall include the cost of any time expended by
Landlord’s attorneys (including in-house counsel)) incurred
by Landlord in connection with any proposed or purported
assignment, transfer or sublease shall be borne by Tenant and shall
be payable to Landlord.

 


Section
12.2 Assignment or
Sublet. If this Lease is transferred or assigned, as
aforesaid, or if the Premises or any part thereof shall be sublet
or occupied by any person or entity other than Tenant, whether as a
result of any act or omission by Tenant, or operation of law, or
otherwise, then Landlord, whether before or after default by
Tenant, may, in addition to, and not in diminution of or
substitution for, any other rights and remedies under this Lease or
pursuant to law to which Landlord may be entitled as a result
thereof, collect rent from the transferee, assignee, subtenant or
occupant and apply the net amount collected to the rent herein
reserved, but no such transfer, assignment, subletting, occupancy
or collection shall be deemed a waiver of the covenants contained
herein, or the acceptance of the transferee, assignee, subtenant or
occupant as the tenant hereunder, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant
set forth in this Lease. Unless and until Landlord exercises its
right pursuant to the immediately-preceding sentence, Tenant shall
be entitled to collect rentals payable under approved
subleases.


 


Section
12.3 Transfer of
Landlord’s Interest. In the event of any transfer of
Landlord’s interest in the Premises, including a sale or
lease, the transferor shall be automatically relieved of any and
all obligations on the part of Landlord accruing from and after the
date of such transfer, provided that (a) the interest of the
transferor, as Landlord, in any funds then in the hands of Landlord
in which Tenant has an interest shall be turned over, subject to
such interest, to the transferee; and (b) notice of such sale,
transfer or lease shall be delivered to Tenant as required by
law.

 


Section
12.4 Recapture of
Premises. In the
event Tenant proposes to assign its interest in this Lease or
sublet more than fifty percent (50%) of the Premises, it shall
first give notice thereof (the “Assignment/Subletting Notice”) to
Landlord together with all other information requested by Landlord
with respect to the subject assignment or subletting. Within
twenty-one (21) days after Landlord’s receipt of an
Assignment/Subletting Notice and such required and/or requested
information from Tenant, and provided that the subject assignment
or sublease is not one permitted without the prior consent of
Landlord, Landlord may elect by notice (the “Recapture Termination Notice”) in
writing to Tenant to terminate this Lease and recapture the
Premises, in which event this Lease shall automatically terminate
on the ninetieth (90th) day (the “Termination Date”) following
Tenant’s receipt of the Termination Notice with the same
force and effect as if said Termination Date had been designated as
the expiration date of this Lease, and Landlord and Tenant shall
upon such Termination Date be released from any and all liabilities
thereafter accruing hereunder. All Minimum Rent and Additional Rent
payable by Tenant hereunder shall be apportioned as of the
Termination Date and Tenant shall promptly pay to Landlord any
amounts so determined to be due and owing by Tenant to Landlord,
and conversely Landlord shall promptly reimburse Tenant for any
amounts prepaid by Tenant for periods subsequent to the Termination
Date. Notwithstanding any Termination Notice given to Tenant by
Landlord within the aforesaid twenty-one (21) day period, Tenant
shall have the right within ten (10) days after its receipt of the
Termination Notice to give Landlord notice (the “Rescission Notice”) of its
rescission of the Assignment/Subletting Notice, and upon
Landlord’s receipt of the Rescission Notice the Termination
Notice previously given by Landlord shall be deemed null and void;
in such event, Tenant shall not assign this Lease or sublet the
Premises as proposed in its Assignment/Subletting Notice. The above
recapture rights shall not apply to an assignment or sublet
permitted under Section 12.1(b) above.

 


Section
12.5 Continuing
Liability. No
assignment, subletting or other transfer or encumbrance of
Tenant’s interest under this Lease shall reduce, diminish or
otherwise affect the liability of Tenant hereunder except as
expressly set forth herein to the contrary.

 



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ARTICLE XIII

 



SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL
CERTIFICATE

 


Section 13.1 Subordination.
Tenant agrees that this Lease shall
be subordinate to any mortgages that are now, or may hereafter be,
placed upon the Office Building or any portion thereof and to any
and all advances to be made thereunder, and to interest thereon,
and all amendments, modifications, renewals, replacements and
extensions thereof, provided that the mortgagees or beneficiaries
named in said mortgages or trust deeds shall agree to recognize the
interest of Tenant under this Lease in the event of foreclosure, if
Tenant is not then in default. Tenant also agrees that any
mortgagee or beneficiary may elect to have this Lease constitute a
prior lien to its mortgage, and in the event of such election and
upon notification by such mortgagee or beneficiary to Tenant to
that effect, this Lease shall be deemed prior in lien to such
mortgage, whether this Lease is dated prior to or subsequent to the
date of said mortgage. Tenant further agrees that this Lease shall
be subordinate to any ground leases or underlying leases
(including, without limitation, any lease entered into in
connection with the Public Financing) that are now, or may
hereafter be, placed upon the Building or any portion thereof and
all amendments, modifications, renewals, replacements and
extensions thereof. Tenant also agrees that any ground lessor or
underlying lessor may elect to have this Lease constitute a prior
lien to its ground lease or underlying lease, and in the event of
such election and upon notification by such ground lessor or
underlying lessor to Tenant to that effect, this Lease shall be
deemed prior in lien to such ground lease or underlying lease,
whether this Lease is dated prior to or subsequent to the date of
said ground lease or underlying lease. Tenant’s
acknowledgment and agreement of subordination provided for in this
Section 13.1 is self-operative, and no further instrument of
subordination shall be required; however, Tenant agrees that within
ten (10) days of the request of Landlord, from time to time, Tenant
shall execute the Subordination, Non-Disturbance and Attornment
Agreement (the “SNDA”) attached hereto as Exhibit
F or whatever other reasonable
instruments may be required to carry out the intent of this
Section. The form of SNDA attached hereto as Exhibit
F shall be deemed reasonable
for all relevant purposes; provided further that such subordination
is conditioned on any such mortgagee, beneficiary, ground lessor or
future title holder agreeing not to disturb Tenant’s rights
under this Lease so long as Tenant is not in default hereunder
beyond any applicable notice and cure periods. Tenant agrees to
simultaneously give to any mortgagee of the Building by registered
or certified mail, a copy of any notice of default served upon
Landlord provided that Tenant has been notified in writing of the
names and addresses of such mortgagee(s) (the execution and
delivery of the SNDA shall constitute such notice to Tenant) and
such parties shall have the same cure rights as Landlord has under
this Lease and any additional cure rights provided in the SNDA. Any
reference in this Article XIII to a “mortgage” or
“mortgagee” shall also be deemed to mean a deed to
secure debt and the holder thereof, respectively. Notwithstanding
anything to the contrary contained in this section, (i) Landlord
agrees to use commercially reasonable efforts to obtain a SNDA in
form reasonably acceptable to Tenant from the holder of any
existing or future mortgage on the Building, and (ii) with respect
to the holder of any future mortgage on the Building, the
subordination provisions set forth herein shall not be effective
until Tenant receives an SNDA from such future
mortgagee.

 


Section
13.2 Attornment.
In the event any proceedings are brought for the foreclosure of, or
in the event of the conveyance by deed in lieu of foreclosure of,
or in the event of exercise of the power of sale under, any
mortgage or other security instrument made by Landlord affecting
the Building or any portion thereof, or in the event that Landlord
sells, conveys or otherwise transfers its interest in the Building
or any portion thereof, or in the event a ground lease or
underlying lease affecting the Premises is terminated, this Lease
shall remain in full force and effect and at the option of the new
owner (or lessor, as applicable), Tenant shall attorn to, and
hereby covenants and agrees to execute an instrument in writing
reasonably satisfactory to the new owner (or lessor, as applicable)
upon the request of new owner (or lessor, as applicable) whereby
Tenant attorns to such successor-in-interest and recognizes such
successor-in-interest as Landlord under this Lease. Payment by or
performance of this Lease by any person, firm or corporation
claiming an interest in this Lease or the Premises by, through or
under Tenant without Landlord’s (or such new owner’s,
as applicable) consent in writing shall not constitute an
attornment or create any interest in this Lease or the Premises. If
any mortgage is foreclosed, or Landlord’s interest under this
Lease is conveyed or transferred in lieu of foreclosure: neither
the mortgagee nor any person or entity acquiring title to the
Building as a result of foreclosure or trustee’s sale, nor
any successor or assign of either of the foregoing, shall be unless
otherwise agreed in writing (i) liable for or obligated to cure any
default by Landlord or liable for any act or omission of Landlord
(except those of a continuing nature), (ii) bound by or liable for
any payment of Rent which may have been made more than thirty (30)
days before the due date of such installment, (iii) subject to any
defense or offset which Tenant may have to the payment of Rent or
other performance under this Lease arising from any default by
Landlord (except for those abatement rights, if any, expressly set
forth in this Lease), (iv) bound by any amendment or modification
to this Lease made without the consent of such mortgagee or (v)
bound by any warranty or representation of Landlord relating to
work performed by Landlord under this Lease.

 


Section
13.3 Estoppel
Certificate. Tenant
shall, without charge therefor, within ten (10) business days after
request by Landlord or any mortgagee of the Office Building,
execute and deliver to Landlord, a written estoppel certificate, in
reasonable form, certifying to Landlord, any mortgagee, or any
purchaser of the Building or any other person designated by
Landlord, as of the date of such estoppel certificate: (a) that
Tenant is in possession of the Premises and has unconditionally
accepted the same; (b) that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the
same is in full force and effect as modified and setting forth such
modifications); (c) whether or not there are then existing any
set-offs or defenses against the enforcement of any right or remedy
of Landlord, or any duty or obligation of Tenant, hereunder (and,
if so, specifying the same in detail); (d) that rent is paid
currently; (e) the dates, if any, to which any rent has been paid
in advance; (f) whether or not there is then existing any claim of
Landlord’s default under this Lease and, if so, specifying
the same in detail; (g) that Tenant has no knowledge of any event
having occurred that authorized the termination of this Lease by
Tenant (or if Tenant has such knowledge, specifying the same in
detail); and (h) any other matters relating to the status of this
Lease that Landlord or its mortgagee may request be confirmed,
provided that such facts are accurate and
ascertainable.


 



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ARTICLE XIV

 



RESERVED


 


 



ARTICLE XV

 



DEFAULT AND REMEDIES

 


Section
15.1 Elements of
Default. If any one
or more of the following events occur, said event or events shall
constitute a “default”:

 


(a)           the
failure of Tenant to take possession of the Premises within one
hundred fifty (150) days after the delivery of possession by
Landlord in accordance with the terms of this Lease, or if Tenant
permanently vacates or abandons the Premises after having taken
possession of the Premises;

 


(b)           the
failure of Tenant to pay any Rent or other charges required to be
paid by Tenant when same shall become due and payable hereunder and
such failure shall continue for ten (10) days after Tenant’s
receipt of written notice thereof (provided however, that such
notice shall only be required to be given, and such cure right
shall only be available, to Tenant three (3) times in any twelve
(12) month period);

 


(c)           the
failure of Tenant to perform or observe any term or condition of
this Lease (other than as set forth in subparagraphs (a), (b), (d)
and (e) of this Section 15.1), if such failure shall continue for
thirty (30) days after written notice or, if such failure cannot
reasonably be cured within thirty (30) days Tenant fails to
commence such cure within such thirty (30) day period and
thereafter diligently pursue such cure to completion;

 


(d)           if
any writ of execution, levy, attachment or other legal process of
law shall occur with respect to Tenant’s assets, merchandise
or fixtures or Tenant’s estate or interest in the Premises
that substantially impairs Tenant’s ability to perform its
obligations under this lease; or

 


(e)           if
Tenant shall be liquidated or dissolved or shall begin proceedings
toward such liquidation or dissolution, or shall in any manner
permit the divestiture of all or any substantial part of
Tenant’s assets.

 


Section
15.2  Landlord’s
Remedies. In the
event of any such default or breach by Tenant, at any time
thereafter, with or without notice or demand and without limiting
Landlord in the exercise of any right or remedy which Landlord may
have by reason of such default or breach:

 


(a)           Landlord,
in addition to other rights or remedies it may have, shall have the
right, by written notice to Tenant, to declare this Lease
terminated and the Term ended, in which event this Lease and the
Term shall terminate with the same force and effect as though the
date set forth in the notice of termination was the date originally
set forth herein and fixed for the expiration of the then-current
Term, and Tenant shall immediately vacate and surrender the
Premises in accordance with Section 18.1, but shall remain liable
for all obligations arising during the balance of the then-current
Term as if this Lease had remained in full force and effect. In the
case where Landlord has terminated the Lease, Landlord shall use
reasonable efforts to re-lease the Premises to mitigate the damages
to Landlord. If Tenant fails to vacate the Premises, Landlord may
utilize any remedy available to it at law to regain possession of
the Premises.

 


(i)           The
worth at the time of award of any unpaid rent which has been earned
at the time of such termination; plus

 


(ii)           The
worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided; plus


 



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(iii)           The
worth at the time of award of the amount by which the unpaid rent
for the balance of the Term (excluding any unexercised Option
Periods) after the time of award exceeds the amount of such rental
loss that Tenant proves could have been reasonably avoided;
plus

 


(iv)           Any
other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant’s failure to perform its
obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, specifically including
but not limited to, brokerage commissions and advertising expenses
incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for
the same or a different use, and any special concessions made to
obtain a new tenant; and

 


(v)           At
Landlord’s election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by
applicable law. The term “rent” as used in this
Subsection 15.2(a) shall be deemed to be and to mean all sums of
every nature required to be paid by Tenant pursuant to the terms of
this Lease, whether to Landlord or to others. As used in
Subsections 15.2(a)(i) and (ii) above, the “worth at the time
of award” shall be computed by allowing interest at the rate
specified in Section 21.12 hereof, but in no case greater than the
maximum amount of such interest permitted by law. As used in
Subsection 15.2(a)(iii) above, the “worth at the time of
award” shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of Atlanta at the time of
award plus one percent (1%).

 


(b)           Landlord
shall have the right to bring a summary proceeding to recover
possession from Tenant. No commencement of any action for re-entry
shall be construed as an election to terminate this Lease, nor
shall it absolve or release Tenant from any of its obligations for
the remainder of the Term.

 


(c)           Upon
any reletting, all rentals and other sums received by Landlord from
such reletting shall be applied, first, to the payment of any
indebtedness other than rent due hereunder from Tenant to Landlord;
second, to the payment of any costs and expenses of such reletting,
including reasonable brokerage fees and attorneys’ fees and
the costs of any alterations and repairs; third, to the payment of
rent and other charges due and unpaid hereunder; and the residue,
if any, shall be held by Landlord and applied in payment of future
rent as the same may become due and payable hereunder. If such
rentals and other sums received from such reletting during any
month shall be less than the amount payable to Landlord by Tenant
hereunder for the subject month, Tenant shall reimburse Landlord
for all costs and expenses of such reletting within thirty (30)
days after Landlord’s written request; if such rentals and
other sums shall be more, Tenant shall have no right to, and shall
receive no credit for, the excess. Such deficiency shall be
calculated and paid monthly.

 


(d)           Any
damage or loss of rent sustained by Landlord may be recovered by
Landlord, at Landlord’s option, at the time of the reletting
or termination, in a single action or in separate actions from time
to time as said loss of rents or damages shall accrue, or in a
single proceeding deferred by Landlord or with jurisdiction
reserved by the court until the expiration of the Term (in which
event Tenant hereby agrees that, at Landlord’s option, the
cause of action shall not be deemed to have accrued until the date
of expiration of the Term). In case suit shall be brought for
recovery of the Premises, or for the recovery of rent or any other
amount due under the provisions of this Lease, Tenant shall pay to
Landlord all expenses incurred therefor, including reasonable
attorneys’ fees.


 


(e)           Mention
in this Lease of any particular remedy shall not preclude Landlord
from any other remedy, in law or in equity. Tenant hereby expressly
waives for itself and all persons claiming by or through Tenant,
any and all rights to redeem, reinstate, restore, or obtain relief
from forfeiture of this Lease granted by or under any present or
future law in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Landlord obtaining possession of the
Premises by reason of the violation by Tenant of any of the
covenants and conditions of this Lease.


 



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Section 15.3 
Bankruptcy.

 


(a)           Neither
Tenant’s interest in this Lease, any guarantor of this Lease,
any estate hereby created in Tenant nor any interest herein or
therein, shall pass to any trustee or receiver or assignee for the
benefit of creditors or otherwise by operation of law, except as
may specifically be provided pursuant to the Bankruptcy Code (11
USC §101 et. seq.), as
the same may be amended from time to time.

 


(b)           It
is understood and agreed that this Lease is a lease of real
property in an office building as such lease is described in
Section 365 of the Bankruptcy Code, as the same may be amended from
time to time. Upon the filing of a petition by or against Tenant or
any guarantor of this Lease under the Bankruptcy Code, Tenant or
any guarantor of this Lease, as debtor and as debtor-in-possession,
and any trustee who may be appointed with respect to the assets of
or estate in bankruptcy of Tenant or any guarantor of this Lease,
agree to pay monthly in advance on the first day of each month, as
reasonable compensation for the use and occupancy of the Premises,
an amount equal to all Minimum Rent, Additional Rent and other
charges otherwise due pursuant to this Lease. Included within and
in addition to any other conditions or obligations imposed upon
Tenant or its successor in the event of the assumption and/or
assignment of this Lease are the following: (1) the cure of any
monetary defaults and reimbursement of pecuniary loss within not
more than thirty (30) days of assumption and/or assignment; (2) the
deposit of a sum equal to not less than three (3) months’
Minimum Rent and Additional Rent, which sum shall be determined by
Landlord, in its sole discretion, to be a necessary deposit to
secure the future performance under this Lease of Tenant or its
assignee; (3) the use of the Premises as set forth in Section 5.1
of this Lease being unchanged; and (4) the prior written consent of
any mortgagee to which this Lease has been assigned as collateral
security.

 


Section
15.4 Additional Remedies
and Waivers. The
rights and remedies of Landlord set forth herein shall be in
addition to any other right and remedy now or hereafter provided by
law or in equity, and all such rights and remedies shall be
cumulative (provided that no duplicate recovery of damages shall
result therefrom). No action or inaction by Landlord shall
constitute a waiver of a default or termination, and no waiver of
default or termination shall be effective unless it is in writing
signed by Landlord. No waiver by Landlord of any violation or
breach of any of the terms, provisions or covenants herein
contained shall be deemed or construed to constitute a waiver of
any other or later violation or breach of the same or any other of
the terms, provisions and covenants herein contained.

 


Section
15.5 Landlord’s
Cure of Default. If
Tenant shall be in default hereunder after notice and opportunity
to cure as set forth in Section 15.1, Landlord shall have the
option, but not the obligation, upon three (3) days written notice
to Tenant (except in the event of any dangerous condition or
emergency, in which event no notice shall be required), to cure the
act or failure constituting said default for the account of and at
the expense of Tenant. Landlord’s cure of, or attempt to
cure, any act or failure constituting the default by Tenant shall
not result in a waiver or release of Tenant’s obligations
under this Lease. Tenant agrees to pay Landlord Interest, in
accordance with Section 21.12 below, on all sums expended by
Landlord pursuant to this Section 15.5 from the date of such
expenditure, and Tenant agrees to pay the costs incurred by
Landlord pursuant to this Section 15.5, plus Interest on such
costs, to Landlord upon demand.

 


Section 15.6 Landlord's Default
and Tenant's Remedies. Landlord shall be in default if it
fails to perform any term, condition, covenant or obligation
required under this Lease for a period of ninety (90) days after
written notice thereof from Tenant to Landlord; provided, however,
that if the term, condition, covenant or obligation to be performed
by Landlord is such that it cannot reasonably be performed within
ninety (90) days, such default shall be deemed to have been cured
if Landlord substantially and materially commences such performance
within said thirty-day period and thereafter diligently undertakes
to complete the same as promptly as is commercially reasonable;
provided, however, that such notice and opportunity to cure shall
not apply to Landlord’s default under Sections 4.1 or 4.3 or
in the event of an emergency caused by Landlord’s default.
Upon the occurrence of any such default, Tenant may sue for
injunctive relief or to recover damages for any loss directly
resulting from the breach, including reasonable attorneys’
fees, but Tenant shall not be entitled to terminate this Lease or
withhold, offset or abate any sums due hereunder, except as
expressly provided separately or hereunder. In no event, however,
shall Landlord be liable for any consequential or punitive damages.
No waiver by Tenant of any violation or breach of any of the terms,
provisions or covenants herein contained shall be deemed or
construed to constitute a waiver of any other or later violation or
breach of the same or any other of the terms, provisions and
covenants herein contained.


 



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ARTICLE XVI

 



RIGHT OF ACCESS

 


Landlord, its
agents and employees may, upon twenty-four (24) hours’ prior
notice when possible to Tenant (except in the event of an
emergency, in which event no notice shall be required), enter upon
the Premises for the purpose of: (a) inspecting the same; (b)
performing any obligation of Landlord under this Lease; and (c)
showing the Premises to prospective purchasers, lenders or lessees
(but only in the last twelve (12) months of the Term). Landlord
reserves the right to erect, use, maintain and repair pipes,
conduits, plumbing, vents, ducts and wires in, to, under and
through the Premises to the extent that Landlord deems necessary
for the proper operation and maintenance of the Office Building;
provided, however, that Landlord shall not unreasonably interfere
with Tenant’s use and enjoyment of the Premises. Landlord
agrees to hold Tenant harmless from any damage or injury to person
or property to the extent resulting from Landlord exercising its
rights under this Article XVI. Landlord shall use reasonable
efforts to avoid material interference with the operation of
Tenant’s business within the Premises. Except in the event of
an emergency, Landlord shall not enter the Premises without an
employee of Tenant accompanying Landlord’s representative
provided that Tenant makes an employee available following
Landlord’s notice to Tenant of the necessity therefor. If
Landlord’s repairs and other obligations as provided above
shall render the Premises substantially untenantable for any period
of time, Tenant shall be entitled to an equitable abatement of
Minimum Rent (unless such condition is the result of Force Majeure)
until such time as the Premises are again tenantable. In the event
that Landlord and Tenant are unable to agree as to the amount of
any such equitable abatement, the same shall be determined by
arbitration.

 



ARTICLE XVII

 



DELAYS

 


If
Landlord or Tenant is delayed or prevented from performing any of
their respective obligations during the Term because of strikes,
lockouts, labor troubles, acts of God, natural disasters, inability
to procure materials, failure of power, governmental restrictions
or reasons of a like nature not the fault of the party delayed in
performing such obligation, then the period of such delays shall be
deemed added to the time herein provided for the performance of any
such obligation, and the defaulting party shall not be liable for
losses or damages caused by such delays; provided, however, that
this Article shall not apply to the payment of any sums of money
required to be paid by Tenant hereunder or any obligation of
Landlord or Tenant that can be satisfied by the payment of money,
or affect Tenant’s right to terminate this Lease under
Section 4.2 above.

 



ARTICLE XVIII

 



END OF TERM

 


Section
18.1 Return of
Premises. Upon the expiration or sooner termination of the
Term, Tenant shall surrender to Landlord the Premises in accordance
with the terms of this Lease and in a broom-clean condition, in
good order, condition and repair, ordinary wear and tear excepted,
and shall surrender to Landlord all keys to the Premises. Subject
to the provisions of Section 4.5 above, Tenant, at its expense,
shall promptly remove all personal property of Tenant, repair all
damage to the Premises caused by such removal and restore the
Premises to substantially the same condition that existed prior to
the installation of the property so removed. Any personal property
of Tenant not removed within ten (10) days following the expiration
or earlier termination of this Lease shall be deemed to have been
abandoned by Tenant and shall, at Landlord’s option, become
the property of Landlord, and may be retained or disposed of by
Landlord, as Landlord shall desire. Tenant’s obligation to
observe or perform the covenants set forth in this Section shall
survive the termination of this Lease.


 



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Section
18.2 Holding
Over. If Tenant shall
hold possession of the Premises after the expiration or termination
of this Lease, at Landlord’s option (a) Tenant shall be
deemed to be occupying the Premises as a tenant from day to day at
one hundred twenty-five percent (125%) of Minimum Rent following
the lease expiration for the first three (3) months of such holding
over and thereafter at one hundred fifty percent (150%) of Minimum
Rent, and other charges in effect during the last Lease Year
immediately preceding such holdover and otherwise subject to all of
the terms, covenants and conditions of this Lease; or (b) Landlord
may exercise any other remedies it has under this Lease or at law
or in equity including an action for wrongfully holding over. No
extension or renewal of this Lease shall be deemed to have occurred
by any holding over.

 



ARTICLE XIX

 



COVENANT OF QUIET ENJOYMENT

 


Landlord covenants
that, so long as Tenant pays the rent and all other charges and
performs all of its obligations provided for herein, Tenant shall
at all times during the Term peaceably have, hold and enjoy the
Premises, without any interruption or disturbance from Landlord or
anyone lawfully or equitably claiming through or under Landlord,
subject to the terms hereof.


 



ARTICLE XX

 



RESERVED

 


 



ARTICLE XXI

 



MISCELLANEOUS

 


Section
21.1 Entire
Agreement. This Lease
contains the entire agreement between the parties hereto, and there
are no promises, agreements, conditions, undertakings, warranties,
or representations, oral or written, express or implied, between
them other than as herein set forth except as expressly set forth
in Section 21.35. No change or modification of this Lease or of any
of the provisions hereof shall be valid or effective unless the
same is in writing and signed by the parties hereto. No alleged or
contended waiver of any of the provisions of this Lease shall be
valid or effective unless in writing signed by the party against
whom it is sought to be enforced.

 


Section
21.2 Notices. All
notices, requests, demands or other communications hereunder shall
be in writing and deemed given (i) when delivered personally, or
(ii) three days after the day deposited in the U.S. Mail, by
registered or certified mail, return receipt requested, postage
prepaid, or (iii) on the day after the day deposited with a
recognized overnight courier service (such as Federal Express), in
all events addressed as follows (or to such other address which a
party may from time to time hereafter designate by notice given in
accordance with this Section 21.2):

 



If to
Landlord:  


Celebration Pointe
Office Partners II, LLC 







 

2579 S.W.
87th
Drive 







 

Gainesville, FL
32608 







 

Attention: Svein H.
Dyrkolbotn 





 


with a copy
to:

Holden, Carpenter
& Roscow, PL

5608 NW
43rd Street Gainesville,
Florida 32653

Attention: Charles
I. Holden, Jr.





 



or to
such other addresses as Landlord shall designate by giving notice
thereof to Tenant.


 







If to
Tenant:

SharpSpring
Technologies, Inc.

550 S.W.
2nd
Avenue

Gainesville,
Florida 32601

Attention: Edward
Lawton





 




 



- 24 -








 






 


or to
such other addresses as Tenant shall designate by giving notice
thereof to Landlord.

 


The
time to reply to any such notice, request, demand or other
communication shall commence upon actual or deemed delivery,
however. Refusal to accept delivery by any party or the inability
to deliver any communication because of a changed address of which
no notice has been given in accordance with this Section 21.2 shall
constitute delivery. Notices may be given by a party’s
attorney or other authorized representative.

 


Section
21.3 Governing
Law. It is the intent of the parties hereto that all
questions with respect to the construction of this Lease and the
rights and the liabilities of the parties hereto shall be
determined in accordance with the laws of the State of Florida, and
that all disputes arising hereunder shall be heard and decided in
the local jurisdiction where the Office Building is
located.

 


Section
21.4. Successors.
This Lease and all rights and liabilities herein given to, or
imposed upon, the respective parties hereto shall extend to and
bind the several respective heirs, executors, administrators,
successors, and assigns of the said parties; and if there shall be
more than one Tenant, or more than one person or entity acting
collectively as Tenant, they shall all be bound jointly and
severally by the terms, covenants and agreements contained herein.
Any restriction on or requirement imposed upon Tenant hereunder
shall be deemed to extend to Tenant’s guarantor,
Tenant’s sublessees, Tenant’s assignees and
Tenant’s invitees, and it shall be Tenant’s obligation
to cause the foregoing persons to comply with such restrictions or
requirements. No rights, however, shall inure to the benefit of any
assignee or other transferee of Tenant, and no rights or benefits
shall be conferred upon any such assignee or transferee by reason
of this Section 21.4, unless such rights or benefits shall be
expressly otherwise set forth in this Lease.

 


Section
21.5 Brokers.
Landlord and Tenant acknowledge that Front Street Commercial Real
Estate Group is the only broker involved in this transaction and
all brokerage fees associated with this transaction shall be paid
by Landlord subject to the terms of a separate
agreement.

 


Section
21.6  Transfer by
Landlord. Landlord
hereunder shall have the right to freely assign this Lease without
notice to or the consent of Tenant.

 


Section
21.7 No
Partnership.
Notwithstanding anything to the contrary contained in this Lease,
Landlord shall not be deemed to be a partner of Tenant or a joint
venture with Tenant.


 


Section
21.8 Waiver of
Counterclaims.
Intentionally deleted.

 


Section
21.9 Waiver of Jury
Trial. LANDLORD AND
TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE
PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE.

 


Section
21.10 Severability.
If any term or provision of this Lease, or the application thereof
to any person or circumstances, shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid
and shall be enforced to the fullest extent permitted by
law.

 


Section
21.11. No
Waiver. No failure by
Landlord to insist upon the strict performance of any term,
covenant, agreement, provision, condition or limitation of this
Lease to be kept, observed or performed by Tenant, and no failure
by Landlord to exercise any right or remedy available upon a breach
of any such term, covenant, agreement, provision, condition or
limitation of this Lease, shall constitute a waiver of any such
breach or of any such term, covenant, agreement, provision,
condition or limitation of this Lease.


 



- 25 -








 






 


Section
21.12 Interest.
Any amount due from Tenant to Landlord which is not paid when due
shall bear Interest from the date due until paid, unless otherwise
specifically provided herein, but the payment of such Interest
shall not excuse or cure any default by Tenant under this Lease. In
no event shall any Interest calculated under this Lease be at a
rate which is higher than the maximum rate which is allowed under
the usury laws of the State, which maximum rate of interest shall
be substituted for the rate in excess thereof, if any, computed
pursuant to this provision.

 


Section
21.13 Rules and
Regulations. Tenant
agrees to comply with the Rules and Regulations attached hereto as
Exhibit
B and observe all other reasonable and non-discriminatory
rules and regulations established by Landlord from time to time.
Tenant’s failure to keep and observe such rules and
regulations shall constitute a default under this Lease. Landlord
shall, to the extent commercially reasonable and practicable, apply
the Rules and Regulations uniformly.

 


Section
21.14 Financial
Statements. Provided
that Tenant is in default under this Lease, Tenant shall within ten
(10) days after Landlord’s request therefor, furnish Landlord
financial statements outlining Tenant’s then-current
financial condition. If required by Landlord’s lender, then
Tenant shall within ten (10) days after Landlord’s request
therefor, furnish Landlord financial statements outlining
Tenant’s then-current financial condition; provided, however,
that Tenant shall not be required to provide such financial
statements more than once per calendar year. Landlord shall keep
all financial information provided in a confidential
manner.

 


Section
21.15 General Rules of
Construction. (a)
This Lease may be executed in several counterparts, and the
counterparts shall constitute one and the same instrument; (b)
Landlord may act under this Lease by its attorney or agent; (c)
wherever a requirement is imposed on Tenant hereunder, Tenant shall
be required to perform such requirement at its sole cost and
expense unless it is specifically otherwise provided herein; (d)
(i) wherever appropriate herein, the singular includes the plural
and the plural includes the singular; whenever the word
“including” is used herein without further explanation,
it shall be deemed to mean “including, without
limitation”; and (iii) the words “re-enter” and
“re-entry” as used herein shall not be restricted to
their technical legal meaning; (e) anything in this Lease to the
contrary notwithstanding: (i) any provision hereof which permits or
requires a party to take any particular action shall be deemed to
permit or require, as the case may be, such party to cause such
action to be taken; and (ii) any provision hereof which requires
any party not to take any particular action shall be deemed to
require such party to prevent such action to be taken by any person
or by operation of law.

 


Section
21.16 Recording.
Neither this Lease nor any memorandum hereof may be recorded
without the express written consent of Landlord.

 


Section
21.17 Effective
Date. For all
purposes hereof, the “Effective Date” of this Lease
shall be the date upon which this Lease shall have been executed by
both parties and physically delivered by Landlord to Tenant or its
attorney, which date shall be inserted in the introductory
paragraph on page 1 and on the title page of this Lease. Prior to
the Effective Date, neither this Lease nor anything hereunder shall
be legally binding on either Landlord or Tenant, and the submission
of this Lease by Landlord to Tenant prior to such Effective Date
for examination or consideration by Tenant or discussion between
Landlord and Tenant shall not constitute a reservation of or option
for the Premises or create any legal obligation or liability
whatsoever on Landlord.


 


Section
21.18 Headings.
The captions, section numbers, article numbers and index appearing
in this Lease are inserted only as a matter of convenience and in
no way define, limit, construe, or describe the scope or intent of
such sections or articles of this Lease nor in any way affect this
Lease.

 


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


 



- 26 -








 






 


Section
21.20 Other
Tenants. Except as specifically set forth herein, Landlord
reserves the absolute right to effect tenancies in the Project and
the Office Building as Landlord shall determine in the exercise of
its sole business judgment.

 


Section
21.21 Due
Authorization. If
Tenant is a corporation, a limited liability company or a
partnership, the person(s) executing this Lease on behalf of Tenant
hereby covenants and warrants that: Tenant is a duly formed
corporation or a duly formed limited liability company or a duly
created partnership (as the case may be) in good standing,
qualified to do business in the state in which the Office Building
are located; such persons are duly authorized by such corporation
or limited liability company or partnership to execute and deliver
this Lease on behalf of such corporation, limited liability company
or partnership; and this Lease constitutes a valid and binding
agreement of Tenant in accordance with the terms hereof. In
connection with this Section 21.21, Tenant agrees to execute and
deliver to Landlord upon written request by Landlord or
Landlord’s mortgagee, authorizing resolutions or written
consent authorizing Tenant to enter into this Lease and any
amendments or modifications of the Lease.

 


Section
21.22 Confidentiality.
It is agreed and understood that Tenant may not disclose any of the
terms and provisions contained in this Lease to any other tenant or
occupant in the Office Building or to any agent, employee,
subtenant or assignee of such tenant or occupant. Tenant
acknowledges that any breach by Tenant of the agreements set forth
in this Section 21.22 shall cause Landlord irreparable
harm.

 


Section
21.23 Attorneys’
Fees. In any action or proceeding hereunder, the prevailing
party shall be entitled to recover from the other party the
prevailing party’s reasonable costs and expenses in such
action or proceeding, including reasonable attorneys’ fees,
costs (including non-taxable costs) and expenses. The prevailing
party shall be entitled to recover all of its reasonable
attorneys’ fees in any dispute arising under this Lease,
without regard to any fee-limiting statute. If either party is sued
by a third party as a result of a violation of a covenant or
warranty herein contained by the other party hereto, then the party
who has violated the covenant or warranty shall be responsible for
the reasonable costs and expenses in such action or proceeding
incurred by the other party, including reasonable attorneys’
fees, costs (including non-taxable costs) and
expenses.

 


Section
21.24 Waiver of
Redemption by Tenant.
TENANT HEREBY WAIVES FOR TENANT AND FOR ALL THOSE CLAIMING UNDER
TENANT ALL RIGHT NOW OR HEREAFTER EXISTING TO REDEEM BY ORDER OR
JUDGMENT OF ANY COURT OR BY ANY LEGAL PROCESS OR WRIT,
TENANT’S RIGHT OF OCCUPANCY OF THE PREMISES AFTER ANY
TERMINATION OF THIS LEASE.

 


Section
21.25 Non-Discrimination.
Tenant herein covenants by and for itself, its successors and
assigns, and all persons claiming under or through them, and this
Lease is made and accepted upon and subject to the following
conditions: That Tenant shall not discriminate against or segregate
any person or group of persons, on account of race, color,
religion, creed, national origin, ancestry, handicap, age, marital
status, or sex in the leasing, subleasing, renting, transferring,
use, occupancy, tenure or enjoyment of the Premises, nor shall
Tenant for itself, or for any person claiming under or through it,
establish or permit such practice or practices of discrimination or
segregation with reference to the selection, location, number or
occupancy of tenants, leases, subleases, subtenants, or vendors in
the Premises.


 


Section
21.26   [Intentionally deleted]

 


Section
21.27 Telecommunications
Equipment/Early Access. Tenant shall be entitled with advance
written notice to install its telecommunications cabling,
electrical wiring and related equipment during the period that
Landlord is performing Landlord’s Work, provided that Tenant
does not unreasonably interfere with Landlord’s Work.
Tenant’s cabling and wiring shall remain on the Premises upon
the expiration or earlier termination of this Lease. While Tenant
is on the Premises, Tenant shall comply with all terms and
provisions of this Lease, except those provisions requiring the
payment of Rent.


 



- 27 -








 






 


Section
21.28 Landlord’s
Right to Interrupt Utilities. When absolutely necessary by
reason of accident or other cause occurring in the Premises or
elsewhere in the Project, or in order to make any repairs or
alterations or additions or improvements in or relating to the
Premises or to other portions of the Project, and after having
exhausted all available alternatives, Landlord reserves the right
to enter the Premises, to interrupt the supply to the Premises or
to the Common Areas, of steam, electricity, water, gas, and other
utilities, if any, and also to suspend the operation of the heating
or air-conditioning systems in or to the Premises or any other
portion of the Project, until said repairs, alterations, additions
or improvements shall have been completed. If an interruption
happens as a result of Landlord’s work provided above and it
renders the Premises substantially untenantable for any period of
time, Tenant shall be entitled to an equitable abatement of Minimum
Rent (unless such condition is the result of Force Majeure) until
such time as the Premises are again tenantable. In the event that
Landlord and Tenant are unable to agree as to the amount of any
such equitable abatement, the same shall be determined by
arbitration. In the event that such interruption or suspension
shall render the Premises substantially untenantable for a
continuous period in excess of fifteen (15) days, Tenant shall be
permitted to terminate this Lease effective immediately upon
written notice to Landlord; provided, however, that in the event
Landlord cures the interruption or suspension on or before the
receipt of Tenant’s termination notice, such termination
notice shall be negated and the terms and conditions of this Lease
shall continue in full force and effect. If Tenant elects to
terminate this Lease, then this Lease shall be null and void and of
no further force or effect, and Landlord shall return to Tenant any
prepaid rent and/or any Security Deposit hereunder.

 


Section
21.29 Liability of
Landlord. NEITHER LANDLORD,
ANY PERSONS OR ENTITIES COMPRISING LANDLORD, NOR ANY
SUCCESSOR-IN-INTEREST TO LANDLORD (OR TO SUCH PERSONS OR ENTITIES)
SHALL HAVE ANY PERSONAL LIABILITY FOR ANY FAILURE BY LANDLORD TO
PERFORM ANY TERM, COVENANT OR CONDITION OF THIS
LEASE.

 


Section
21.30 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 Building in
Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit.

 


Section
21.31 Non-Responsibility
for Certain Liens.
Pursuant to Section 713.10, Florida Statutes, as same may be
amended or replaced from time to time, Landlord’s interest as
herein described shall not be subject to liens for improvements
made by Tenant or any subtenant, and upon request of Landlord,
Tenant shall join in a Notice of Non-Responsibility attesting to
such fact.

 


Section
21.32 Landlord
Representations. Landlord hereby represents and warrants to
Tenant as follows: (a) Landlord is the sole owner of the Building,
and owns a fee simple interest therein; (b) as of the Effective
Date, to the best of Landlord’s knowledge, with no duty of
inquiry, neither the Premises, the Building, nor the property on
which the Building is located are in violation of any Environmental
Requirements of which Landlord has notice that have not been cured;
and (c) as of the Effective Date, there is no action, suit or
proceeding pending or, to the best of Landlord’s knowledge,
with no duty of inquiry, threatened against or affecting the
Building, or arising out of the ownership, management or operation
of the Building, which could impair Landlord’s ability to
observe the terms and conditions of this Lease.

 


Section
21.33 Expansion
Right. If, during the term of the Lease, Tenant notifies
Landlord in writing (a “Tenant Expansion Request
Notice”) that Tenant has a need for additional space that is
at a minimum of twenty-five percent (25%) larger than the
then-current Premises, Landlord shall have ninety (90) days from
its receipt of the Tenant Expansion Request Notice to identify
office space located within a single building within the Project
that is substantially equal to Tenant’s need as set forth in
the Tenant Expansion Request Notice (the “Expansion
Space”) and provide Tenant with an outline of the new space
configuration, location, and schedule. Such Expansion Space shall
be of similar quality and price as the Premises. Landlord shall
then have twelve (12) months from the date of a signed agreement to
expand to deliver the Expansion Space to Tenant. If Tenant delivers
a Tenant Expansion Request Notice but (i) Landlord does not then
have suitable space available or (ii) Landlord cannot deliver
additional space to meet Tenant’s needs within the time
periods prescribed in this Section 21.33, then at any time after
the end of the third (3rd) Lease Year Tenant
may terminate this Lease by written notice to Landlord; provided
that no such termination shall be effective unless and until Tenant
pays to Landlord an amount equal to the sum of (x) any unamortized
tenant improvement expenses, (y) leasing commissions, and (z) a
termination fee equal to three (3) months of the then-current
Minimum Rent. Landlord hereby acknowledges and agrees that the
expansion right under this Section 21.33 shall be in addition to,
and not a substitute for, the other rights of first refusal and
rights of first offer in this Lease, if any.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 



- 28 -








 





 


IN WITNESS WHEREOF, Landlord and Tenant
have signed this Lease as of the day and year first above
written.


 


	

Witnesses:

	
 

	
 

	


LANDLORD:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	


CELEBRATION POINTE OFFICE PARTNERS II,



LLC, a Florida limited liability company


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

Print
Name:

	
 

	

By:

	


SHD-CELEBRATION POINTE, LLC,


a
Florida limited liability company, Manager


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

Print
Name:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

By:
/s/ Svein
Dyrkolbotn


	
 

	
 

	
 

	

Name:
Svein Dyrkolbotn


	
 

	
 

	
 

	

Title: Manager







 

 


 

STATE OF
FLORIDA            
§

 


                                                
§

COUNTY OF
ALACHUA      §

 


 


This
instrument was ACKNOWLEDGED before me on                                                                                  
, 2018, by SVEIN DYRKOLBOTN,
as Manager of SHD-CELEBRATION
POINTE, LLC, a Florida limited liability company, the
Manager of CELEBRATION POINTE
OFFICE PARTNERS II, LLC, a Florida limited liability
company, on behalf of said Florida limited liability company, who
is personally known to me or produced a                               
driver's license as identification.


 


 


	[ S E A L
]	
 

	
 


	
 

	
 

	Notary Public,
State of Florida
	
 

	
 

	
 


	My Commission
Expires:	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	(Printed Name of
Notary Public)





 

 



- 29 -








 





 

 






	

Witnesses:

	
 

	
 

	


TENANT:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	SHARPSPRING TECHNOLOGIES, INC., a
Delaware corporation
	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

Print
Name:

	
 

	

 

	

 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

Print
Name:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	

By:
/s/ Edward Lawton


	
 

	
 

	
 

	

Name:
Edward
Lawton


	
 

	
 

	
 

	

           
CFO







 

 




 

STATE OF
FLORIDA             
§

 


                                              
   §

COUNTY OF
__________      §

 

 


This
instrument was ACKNOWLEDGED before me on                                                                                   
, 2018, by Edward Lawton, as CFO of SharpSpring Technologies, Inc.,
a Florida corporation, on behalf of said company, who is personally
known to me or produced      
                                           
as identification.


 


 







	[ S E A L
]	
 

	
 


	
 

	
 

	Notary Public,
State of ___________
	
 

	
 

	
 


	My Commission
Expires:	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	(Printed Name of
Notary Public)







 



- 30 -








 





 



EXHIBIT A-1

 


Site
Plan of the Project


 


 


 


 

 



[exhibit A-1 begins on following page]


 




 








 






 



EXHIBIT A-2

 


Site
Plan of the Building


 




 


 




 








 





 



EXHIBIT B


RULES
AND REGULATIONS


 


Tenant
expressly covenants and agrees, at all times during the Term, and
at such other times as Tenant occupies the Premises or any part
thereof, to comply, at its own cost and expense, with the
following:

 


Landlord
shall enforce all rules and regulations in a non-discriminatory
manner among all tenants within the Building.

 


1.           The
sidewalks, halls, passages, exits, entrances, elevators, and
stairways of the Building shall not be obstructed by any of the
tenants or used by them for any purpose other than for ingress to
and egress from their respective premises. The halls, passages,
exits, entrances, elevators, and stairways are not for the general
public, and Landlord shall in all cases retain the right to control
and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided
that nothing herein contained shall be construed to prevent such
access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in
illegal activities. No tenant and no employee or invitee of any
tenant shall go upon the roof of the Building except such roof or
portion thereof as may be contiguous to the Premises of a
particular tenant and may be designated in writing by Landlord as a
roof deck or roof garden area.

 


2.           Following
the completion of initial construction of the Building and opening
of the Building for business, access to the elevators during the
hours of 8:00 am and 6:00 pm shall be limited to passengers and
tenants. No hand trucks, construction personnel, or construction
equipment shall be permitted in the Building elevators or carried
through the main Building entrances and exits except between the
hours of 6:15 pm and 7:45 am (such limitations do not apply to any
freight elevators that serve the Building). The elevator shall
otherwise be available for use by all tenants in the Building,
subject to such reasonable scheduling as Landlord in its discretion
shall deem appropriate. The persons employed to move equipment in
or out of the Building must be acceptable to Landlord. Landlord
shall have the right to prescribe the weight, size and position of
all equipment, materials, furniture or other property brought into
the Building and the hours of delivery. Heavy objects shall, if
considered necessary by Landlord, stand on wood strips of such
thickness as is necessary to properly distribute the weight and
only during the hours listed above. Landlord will not be
responsible for loss of or damage to any such property from any
cause and all damage done to the Building by moving or maintaining
such property shall be repaired at the expense of
Tenant.

 


3.           Tenant
shall not (i) suffer, allow or permit any vibration, noise, odor or
flashing or bright light to emanate from the Premises or from any
machine or other installation located therein, or otherwise suffer,
allow or permit the same to constitute a nuisance to or interfere
with the safety, comfort or convenience of Landlord or of any other
occupant or user of the Office Building or retail space below; (ii)
display, paint, or place any handbills, bumper stickers or other
advertising devices on any vehicle(s) parked in the parking area(s)
of the Project or the parking deck, whether belonging to Tenant,
its employee(s), or any other person(s); (iii) solicit business or
distribute any handbills or other advertising materials in the
common areas of the Project; (iv) conduct or permit any activities
on or about the Building that constitute a public or private
nuisance; (v) permit the parking of any vehicles or the placement
of any displays, trash receptacles or other items, so as to
interfere with the use of any driveway, fire lane, corridor,
walkway, parking area, mall or any other common areas of the
Project; (vi) use or occupy the Premises or permit anything to be
done therein which in any manner might cause injury or damage in or
about the Project; or (vii) use or occupy the Premises in any
manner which is unreasonably annoying to other tenants in the
Project unless directly occasioned by the proper conduct of
Tenant's business in the Premises.

 


4.           Tenant
shall secure and protect the Premises, and all property located
within the Premises. Tenant acknowledges and agrees that it, and
not Landlord, is solely responsible for securing and protecting the
Premises, and all property located within the
Premises.




 








 





 


5.           Tenant
shall use the plumbing within the Premises and the Office Building
only for the purpose for which it is designed. Tenant shall be
solely responsible for any breakage, stoppage or damage resulting
from its violation of this provision, and shall pay any costs
associated therewith to Landlord upon demand as Additional
Rent.

 


6.           Smoking
is prohibited in all areas of the Project except where expressly
permitted by Landlord, if any. Landlord reserves the right to
relocate or eliminate any such areas where smoking is permitted, at
any time. Smoking within and immediately outside the Office
Building is strictly prohibited.

 


7.           If
Tenant undertakes any construction activities which cause any work
stoppage, picketing, labor disruption or dispute, so as to
interfere with activities at the Project or Building, Tenant shall,
upon request from Landlord, immediately suspend any construction
work being performed in the Premises giving rise to such labor
problems. Tenant shall have no claim for damages of any nature
against Landlord for such suspension nor shall the Commencement
Date be extended as a result thereof.

 


8.           Tenant
shall pay before delinquency all license and permit fees, and other
charges of a similar nature, for the conduct of any business in, or
any use of, the Premises. Upon request Tenant shall provide to
Landlord a copy of all its permits associated with the operation of
the Premises for the Permitted Use.

 


9.           Tenant
shall not place a load on any floor in the Office Building which
exceeds the load which the floor was designed to carry, or which
may result in improper weight distribution on such
floors.

 


10.           Tenant
shall not install, operate or maintain in the Premises, or in any
other area of the Office Building, electrical equipment which does
not bear the Underwriters Laboratories seal of approval, or which
would overload the electrical system or any part thereof beyond its
capacity for proper, efficient and safe
operation.

 


11.           Tenant
shall not store, display, sell, or distribute any alcoholic
beverages, dangerous materials, flammable materials, explosives, or
weapons in the Premises, or conduct any unsafe activities therein,
unless permitted pursuant to the Permitted Use, but may offer
alcoholic beverages at employee social events and client
events.

 


12.           No
radio or television aerial, HVAC unit or other equipment or device
may be erected by Tenant on the roof or on any exterior wall of the
Premises, or the Office Building in which the Premises is located,
without Landlord's prior written consent. Any aerial or other
equipment installed without such written consent shall be subject
to removal by Landlord, at Tenant's sole risk and expense, without
notice. Notwithstanding any contrary provision of this Lease,
Tenant shall have no right to access the roof of the Premises or of
the Office Building in which the Premises is located for any reason
(including, without limitation, repair and maintenance obligations,
installation and/or repair of communications systems, etc.) without
the prior written consent of Landlord, which consent shall be
conditioned upon, but not limited to (a) the prior approval by
Landlord of Tenant’s plans for the installation, repair or
maintenance of any equipment;


(b)
Tenant utilization of a contractor designated or approved by
Landlord for all roof penetrations and access so as not to void any
existing roof warranties; (c) Tenant maintenance of the area where
roof penetrations or installations are made while Tenant’s
equipment is present; (d) insuring the structural soundness of the
roof; (e)
the repair by Tenant of any damage to the roof caused by the making
of roof penetrations or equipment installation, maintenance or
repair, including, but not limited to, the repair of the roof
penetrations upon the removal of any equipment installed thereon;
(f) the coordination of the time and method of roof access, (g) the
accompaniment by Landlord’s designated representative for
such roof access.


 




 








 






 


13.           Except
as may be expressly permitted under the Lease, Tenant shall not
affix or maintain upon the glass panes and supports of the show
windows, entrance ways, doors, exterior walls or roof of the
Premises any signs, advertising placards, names, insignia,
trademarks, descriptive material or any other such like item or
items except those which shall have first received the written
approval of Landlord as to size, color,
type, location, duration, copy, nature and display qualities.
Tenant shall not affix, tape, place or maintain within the interior
of the Premises any paper signs, cardboard signs, advertising
placards, descriptive material or other such item or items that can
be seen from the exterior of the Office Building, except those
which shall have first received the written approval of Landlord as
to form, size, type, color, location, duration, copy, nature and
display qualities. Tenant shall not install or maintain any
flashing, revolving, travelling, fiber optic or other lighting
deemed distractive by Landlord anywhere within or upon the
Premises. Landlord may, at Tenant's cost, remove any item erected
in violation of this subsection.

 


14.           The
Premises shall not be used for housing, lodging or sleeping
purposes or for any immoral or illegal
purposes.

 


15.           Tenant
shall not place any furniture, accessories or other materials on
any balconies located within or adjacent to the Premises without
having obtained Landlord's express written approval thereof in each
instance.

 


16.           No
sunscreen or other films shall be applied to the interior surface
of any window glass. All glass, locks and trimmings in or upon the
doors and windows of the Premises shall be kept whole, and when any
part thereof shall be broken, the same shall be immediately
replaced or repaired and put in
order at Tenant's expense under the direction and to the
satisfaction of Landlord, and shall be left whole and in good
repair.


 



17.           Open fires of any
type are hereby prohibited.

 


18.           The
listing of the aforementioned items is not intended to be
exclusive, but rather to indicate part of the scope and nature of
the types of rules and regulations Landlord may impose. Landlord
reserves the right, in its reasonable discretion and from time to
time, to amend, alter, add and subtract from these rules and to
make specific exceptions thereto. The Rules and Regulations set
forth herein are intended to supplement the provisions of the
Lease; in the event that any of the provisions of the Rules and
Regulations conflict with the provisions of the Lease, the
provisions of the Lease shall govern.


 




 








 





 



EXHIBIT C

 


COMMENCEMENT
AND EXPIRATION DATE DECLARATION


 


 


THIS COMMENCEMENT AND EXPIRATION DATE
DECLARATION, made this day       
of                         
, 2018, by and between CELEBRATION
POINTE OFFICE PARTNERS II, LLC, a Florida limited liability
company (herein “Landlord”), and SHARPSPRING TECHNOLOGIES, INC., a
Florida corporation (herein “Tenant”).



W I T N E S S E T H:

 


WHEREAS, Landlord and Tenant have
entered into that certain office lease dated , 2018 (the
“Lease”), for
certain property located at Celebration Pointe, in Gainesville,
Alachua County, Florida; and

 


WHEREAS, Landlord and Tenant wish to set
forth their agreements as to the commencement of the Term of the
Lease, among other things.

 


NOW, THEREFORE, Landlord and Tenant
agree as follows (all capitalized terms shall have the same
meanings herein as are attributed to such terms in the
Lease):

 

1.  The Term
of the Lease commenced on                     
..


 

2.  The
Initial Term of the Lease shall expire on                     
..

 

3.  Tenant has
Two (2) option of Five (5) years.

 

4.  The
Commencement Date for purposes of paying rent under the Lease
is.

 

5.  As of the
Commencement Date, Usable Area of the
Premises:                
square feet.

 

6.  As of the
Commencement Date, Rentable Area of the Premises including load
factor of 12% on third (3rd) floor and 9% on
fourth (4th)
floor:

              
square feet.

 

7.  Rentable
Area of Building 5001:               
square feet.

 

8.  The final
space plan of the Premises, which depicts the portion of the
Premises that is under the exclusive control of Tenant as well as
any shared space, is attached hereto as Exhibit “A”. It
is hereby added as Exhibit A-3 to the Lease.


 




 








 





 


IN WITNESS WHEREOF, Landlord and Tenant
have signed and sealed this Commencement and Expiration Date
Declaration as of the day and year first above
written.


 


	
 

	

LANDLORD:


	
 

	
 


	
 

	


CELEBRATION POINTE OFFICE PARTNERS II,


	
 

	


LLC, a Florida limited liability company


	
 

	
 


	
 

	

By:              SHD-CELEBRATION
POINTE, LLC,


	
 

	

a
Florida limited liability company, Manager


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	

By:_____________________________________


	
 

	

Name:
Svein Dyrkolbotn


	
 

	

Title:  
Manager


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	

TENANT:


	
 

	
 


	
 

	


SHARPSPRING TECHNOLOGIES, INC.,


	
 

	

a
Florida corporation


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	

By:                                               


      
Edward Lawton


	
 

	

       CFO






 




 








 





 



EXHIBIT D

 


 


INTENTIONALLY
DELETED


 


 




 








 





 



EXHIBIT E

 


DESCRIPTION
OF LANDLORD’S WORK


(To
Be Provided Prior to Execution of Lease)

 
(“Turnkey
Condition”)


 


 


 




 








 





 



EXHIBIT F

 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT

 

THIS AGREEMENT
executed on the date(s) indicated on each acknowledgment, but to be
effective as of                                
, 20          
, among ____________________________, (hereinafter
referred to as "Lender"),
________________________, a _________________________
(hereinafter
referred to as "Tenant"), and
_______, (hereinafter referred to as "Landlord").

 

S T A T E M E N
T             
O
F          
B A C K G R O U N
D


 


Landlord and
Tenant's predecessor in interest entered into that certain lease
(hereinafter referred to as the "Lease") dated , 20 ,
executed by Landlord and Tenants, relating to the premises
described therein (hereinafter referred to as the "Premises") and being part of
the Property (as hereinafter described). Lender has made or has
committed to make a loan to Landlord in the approximate principal
amount of $ secured by a deed of
trust, mortgage or security deed (hereinafter referred to as the
"Mortgage") and an
assignment of leases and rents from Landlord to Lender covering
certain property described in Exhibit A attached hereto and
by this reference made a part hereof (the "Property") including the
Premises. Tenant has agreed that the Lease shall be subject and
subordinate to the Mortgage held by Lender, provided Tenant is
assured of continued occupancy of the Premises under the terms of
the Lease;

 

S T A T E M E N
T                 
O
F                   
A G R E E M E N
T


 


For and
in consideration of the mutual covenants herein contained, the sum
of Ten Dollars ($10.00) and other good and valuable considerations,
the receipt and sufficiency of which are hereby acknowledged, and
notwithstanding anything in the Lease to the contrary, it is hereby
agreed as follows:

 


ARTICLE
II Lender, Tenant and Landlord do hereby covenant and agree that
the Lease with all rights, options (including options to acquire or
lease all or any part of the Premises), liens and charges created
thereby, is and shall continue to be subject and subordinate in all
respects to the Mortgage and to any renewals, modifications,
consolidations, replacements and extensions thereof and to all
advancements made thereunder.

 


ARTICLE
III Lender does hereby agree with Tenant that, in the event Lender
becomes the owner of the Premises by foreclosure, conveyance in
lieu of foreclosure or otherwise, so long as Tenant complies with
and performs its obligations under the Lease, (a) the Lease shall
continue in full force and effect as a direct Lease between the
succeeding owner of the Property and Tenant, upon and subject to
all of the terms, covenants and conditions of the Lease, for the
balance of the term of the Lease together with any extensions
thereof, and Lender will not disturb the possession of Tenant, and
(b) the Premises shall be subject to the Lease and Lender shall
recognize Tenant as the tenant of the Premises for the remainder of
the term of the Lease together with any extensions thereof in
accordance with the provisions thereof; provided, however, that
Lender shall not be subject to any claims, offsets or defenses
which Tenant might have against any prior landlord (including
Landlord) nor shall Lender be liable for any act or omission of any
prior landlord (including Landlord), nor shall Lender be bound by
any rent or additional rent which Tenant might have paid for more
than the then current month or any security deposit or other
prepaid charge paid to any prior landlord (including Landlord) nor
shall it be bound by any amendment or modification of the Lease
made without its written consent to the extent that such consent is
required by the Mortgage. Nothing contained herein shall prevent
Lender from naming Tenant in any foreclosure or other action or
proceeding initiated by Lender pursuant to the Mortgage to the
extent necessary under applicable Law in order for Lender to avail
itself of and complete the foreclosure or other remedy; provided,
however, that such foreclosure shall be subject to the Lease as
affected by this Agreement.




 








 





 


ARTICLE
IV Tenant does hereby agree with Lender that, in the event Lender
becomes the owner of the Premises by foreclosure, conveyance in
lieu of foreclosure or otherwise, then Tenant shall attorn to and
recognize Lender as the landlord under the Lease for the remainder
of the term and any renewals thereof, and Tenant shall perform and
observe its obligations thereunder, subject only to the terms and
conditions of the Lease. Tenant further covenants and agrees to
execute and deliver upon request of Lender an appropriate agreement
of attornment to Lender and any subsequent titleholder of the
Premises.

 


ARTICLE
V Tenant acknowledges that Landlord will execute and deliver to
Lender an assignment of the Lease as security for said loan, and
Tenant hereby expressly consents to such assignment. Tenant agrees
to notify Lender of any default(s) by Landlord under the Lease of
which Tenant provides written notice to Landlord in accordance with
the Lease; Lender shall have the same right to cure such default(s)
as is provided to Landlord under the Lease.

 


ARTICLE
VI If any portion or portions of this Agreement shall be held
invalid or inoperative, then all of the remaining portions shall
remain in full force and effect, and, so far as is reasonable and
possible, effect shall be given to the intent manifested by the
portion or portions held to be invalid or inoperative.

 


ARTICLE
VII This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.

 


ARTICLE
VIII  Lender shall not, either by virtue of the Mortgage, the
Assignment of Leases or this Agreement, be or become a mortgagee in
possession or be or become subject to any liability or obligation
under the Lease or otherwise until Lender shall have acquired the
interest of Landlord in the Premises, by foreclosure or otherwise,
and then such liability or obligation of Lender under the Lease
shall extend only to those liability or obligations accruing
subsequent to the date that Lender has acquired the interest of
Landlord in the Premises as modified by the terms of this
Agreement.

 


ARTICLE
IX  Any and all notices, elections, approvals, consents,
demands, requests and responses thereto ("Communications") permitted or
required to be given under this Agreement shall be in writing and
shall be deemed to have been properly given and shall be effective
upon the earlier of receipt thereof or deposit thereof in the
United States mail, postage prepaid, certified with return receipt
requested, to the other party at the address of such other party
set forth hereinbelow or at such other address within the
continental United States as such other party may designate by
notice specifically designated as a notice of change of address and
given in accordance herewith; provided, however, that the time
period in which a response to any Communication must be given shall
commence on the date of receipt thereof; and provided further that
no notice of change of address shall be effective with respect to
Communications sent prior to the time of receipt thereof. Any
notice, if given to Lender, must be addressed as follows, subject
to change as provided hereinabove:

 


Lender:

 


with a
copy to:

 


and, if
given to Tenant, must be addressed as follows, subject to change as
provided hereinabove:


 

_______________________

_______________________

_______________________

_______________________




 

 




 








 





 


and, if
given to Landlord, must be addressed as follows, subject to change
as provided hereinabove:


 

_______________________

_______________________

_______________________

_______________________




 


ARTICLE
X This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, legal
representatives, successors, successors-in-title and assigns. When
used herein, the term "landlord" refers to Landlord and to any
successor to the interest of Landlord under the Lease.

 


ARTICLE
XI This Agreement may be executed in any number of counterparts,
each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be
one and the same instrument, for the same effect as if all parties
hereto had signed the same signature page. Any signature page of
this Agreement may be detached from any counterpart of this
Agreement without impairing the legal effect of any signatures
thereon and may be attached to another counterpart of this
Agreement identical in form hereto but having attached to it one or
more additional signature pages.


 


 



 


 


[SIGNATURE
PAGE FOLLOWS]


 




 








 





 


EXECUTED to be
effective as of the date first written above.

 


	

 

	

LENDER:

	

 


	

 

	

 

	

 

	

 


	
Date

	
By:  

	
 

	

 


	

 

	

 

	
Name: 

	

 


	

 

	

 

	

Title: 

	

 











 


 


	

STATE
OF

	
 

	
 

	

§


	
 

	
 

	
 

	

§


	

COUNTY
OF

	
 

	
 

	

§






 


This
instrument was ACKNOWLEDGED before me on ____________________ by
_____________________________, as ______________________ of
_________________________, a ______________________ state-chartered
bank, on behalof said bank.



 







 


	[ S E A L
]	
 

	
 


	
 

	
 

	Notary Public,
State of _______________________________
	
 

	
 

	
 


	My Commission
Expires:	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	(Printed Name of
Notary Public)





 

  




 




 








 





 

 


	



	
 

	
 

	

TENANT:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
Name:
____________________________



	
 

	
 

	
 

	
Title:
_____________________________



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	(CORPORATE
SEAL)




 

 

 

STATE OF
_________________        
§


                                              
               §

COUNTY OF
________________      §

 

 

This instrument was
ACKNOWLEDGED before me on                                                                                  
by _____________, as
______________ of ______________, a __________________, on
behalf of said ________________________.

 

 


	
[ S E A L
]

	
 

	
 


	
 

	
 

	
Notary Public,
State of ______________


	
 

	
 

	
 


	
My Commission
Expires:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
(Printed Name of
Notary Public)






 


 




 








 





 

 





	



	
 

	
 

	

LANDLORD:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
Name:
____________________________



	
 

	
 

	
 

	
Title:
_____________________________



	
 

	
 

	
 

	
 






 

 

 

STATE OF
_________________        
§


                                              
               §

COUNTY OF
________________      §

 

 

This instrument was
ACKNOWLEDGED before me on                                                                                  
by _____________, as
______________ of ______________, a __________________, on
behalf of said ________________________.

 

 


	
[ S E A L
]

	
 

	
 


	
 

	
 

	
Notary Public,
State of ______________


	
 

	
 

	
 


	
My Commission
Expires:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
(Printed Name of
Notary Public)