C7K - Backup Lease for Mbpd Storage

Resolutions - C7 K

C7 K A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE CITY (TENANT) AND TA IRONWOOD INDUSTRIAL LLC (LANDLORD), AS A BACKUP LEASE FOR USE OF APPROXIMATELY 26,991 SQUARE FEET OF WAREHOUSE SPACE, LOCATED AT 12700 NW LEJEUNE ROAD, SUITE 130, BUILDING 1, MIAMI, FLORIDA 33054 (PREMISES), TO BE USED BY THE MIAMI BEACH POLICE DEPARTMENT (MBPD) FOR STORAGE (SECONDARY LEASE), IN THE EVENT THAT THE LEASE WITH BCPF AVE, LLC, APPROVED PURSUANT TO RESOLUTION NO. 2025-33597 (PRIMARY LEASE), IS NOT APPROVED BY MIAMI-DADE COUNTY, THE GROUND LESSOR UNDER THE PRIMARY LEASE, OR IS NOT EXECUTED IN A TIMELY MANNER FOR ANY OTHER REASON, BASED UPON TERMS NEGOTIATED BY THE PARTIES OR OTHER TERMS ACCEPTABLE TO THE CITY; SAID SECONDARY LEASE HAVING AN INITIAL TERM OF SIXTY-THREE (63) FULL CALENDAR MONTHS, COMMENCING WHEN THE CITY TAKES POSSESSION OF THE PREMISES, WITH ONE (1) RENEWAL TERM OF FIVE (5) YEARS, AT THE OPTION OF THE CITY MANAGER; AND AUTHORIZING THE CITY MANAGER TO FINALIZE THE SECONDARY LEASE; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE SECONDARY LEASE AGREEMENT, AS NEEDED. Applicable Area:

COMMISSION MEMORANDUM

RECOMMENDATION

Item to be submitted in supplemental.

BACKGROUND/HISTORY

ANALYSIS

FISCAL IMPACT STATEMENT

Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY)

If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https://www.miamibeachfl.gov/city-hall/city-clerk/meeting-notices/

FINANCIAL INFORMATION

CONCLUSION

Applicable Area

Citywide

Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No

If so, specify the name of lobbyist(s) and principal(s):

Department

Facilities and Fleet Management

Sponsor(s)

Co-sponsor(s)

Condensed Title

Approve Backup Lease Agmt w/ TA Ironwood Industrial LLC, MBPD‘s Storage. FF

Previous Action (For City Clerk Use Only)

MIAMI BEACH

City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov

COMMISSION MEMORANDUM

SUBJECT:

A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE CITY (TENANT) AND TA IRONWOOD INDUSTRIAL LLC (LANDLORD), AS A BACKUP LEASE FOR USE OF APPROXIMATELY 26,991 SQUARE FEET OF WAREHOUSE SPACE, LOCATED AT 12700 NW LEJEUNE ROAD, SUITE 130, BUILDING 1, MIAMI, FLORIDA 33054 (PREMISES), TO BE USED BY THE MIAMI BEACH POLICE DEPARTMENT (MBPD) FOR STORAGE (SECONDARY LEASE), IN THE EVENT THAT THE LEASE WITH BCPF AVE, LLC, APPROVED PURSUANT TO RESOLUTION NO. 2025-33597 (PRIMARY LEASE), IS NOT APPROVED BY MIAMI-DADE COUNTY, THE GROUND LESSOR UNDER THE PRIMARY LEASE, OR IS NOT EXECUTED IN A TIMELY MANNER FOR ANY OTHER REASON, BASED UPON TERMS NEGOTIATED BY THE PARTIES OR OTHER TERMS ACCEPTABLE TO THE CITY; SAID SECONDARY LEASE HAVING AN INITIAL TERM OF SIXTY-THREE (63) FULL CALENDAR MONTHS, COMMENCING WHEN THE CITY TAKES POSSESSION OF THE PREMISES, WITH ONE (1) RENEWAL TERM OF FIVE (5) YEARS, AT THE OPTION OF THE CITY MANAGER; AND AUTHORIZING THE CITY MANAGER TO FINALIZE THE SECONDARY LEASE; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE SECONDARY LEASE AGREEMENT, AS NEEDED.

BACKGROUND

The Miami Beach Police Department ("MBPD" or the "Department") has served the community for decades, providing law enforcement services, crime prevention programs, and community engagement initiatives. Historically, the Department has managed criminal investigations, evidence retention, and vehicle storage at its headquarters at 1100 Washington Avenue. However, as the City's needs have evolved, so did the demand for additional storage space to support law enforcement operations.

To address this growing demand, MBPD has relied on off-site storage to house evidence, police vehicles, and operational equipment. The current warehouse located at 6700 NW 36th Avenue, Miami, FL 33147, with 18,200 square feet has been leased to accommodate these needs. However, this lease agreement expired on September 30, 2025 and is currently extended, on a month-to-month basis through December 31, 2025. Despite serving as a crucial storage location,

Commission Memorandum Miami Beach Police Dept. - Warehouse Page 2

the facility has deteriorated significantly, requiring extensive maintenance and repairs that make continued use impractical.

Additionally, the current space is insufficient to meet MBPD's operational growth needs and does not provide any office accommodations for law enforcement personnel to conduct on site administrative work. The increasing volume of evidence, police vehicles, and critical law enforcement resources requires a larger, more modern facility. The cost of necessary repairs and upgrades at the current location would be substantial, making it financially prudent to relocate to a new facility with expanded square footage and improved infrastructure rather than invest heavily in repairs to an inadequate space.

To enhance operational efficiency and uphold law enforcement protocols, the City needs to secure a larger, more suitable facility that meets MBPD's growing storage and operational needs. This transition will not only optimize resource management but also strengthen MBPD's ability to store and safeguard critical assets with greater security, efficiency, and effectiveness.

On April 22, 2025, the City Commission adopted by Resolution No. 2025-33597, authorizing the City Manager to negotiate a Lease Agreement between the City and BCPF AVE, LLC (Landlord), based on essential terms set forth in the Resolution, for a lease of approximately 24,991 square feet of warehouse space, located at 14101 NW 57 Avenue, Miami Lakes, FL 33054, to be used by the Miami Beach Police Department for storage. However, the Primary Lease requires the approval of Miami-Dade County ("Dade County"), who is the ground lessor for the Primary Lease Premises and Dade County may still require additional changes to the negotiated lease terms for the Primary Lease.

The City proactively identified a second potential property to accommodate MBPD's warehouse requirements; said property owned by TA Ironwood Industrial LLC ("TA Ironwood"), located at 12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054, consisting of approximately 26,991 rentable square feet, providing warehouse and office functionality, functional loading, a landlord-installed concrete ramp and 16' warehouse door ("Secondary Lease" - Exhbit A), which details the key lease terms summarized below:

Tenant:

City of Miami Beach, a Florida municipal corporation.

Landlord:

TA Ironwood Industrial LLC, a Delaware limited liability company.

Premises:

12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054.

Size of Premises:

Approximately 26,991 rentable square fee

Tenant Use:

Office and Storage

Lease Term:

Sixty-three (63) full calendar months.

Base Rent:

$16.14 triple net per square foot

Option to Renew:

One (1) option for five (5) years at Fair Market Rent;

Commission Memorandum Miami Beach Police Dept. - Warehouse Page 3

Rent Increases:

The Base Rent will escalate at 4% per annum starting at Month 13.

Lease Commencement:

Right to Terminate:

Rent Abatement I Commencement:

Upon delivery of possession to the City.

One-time termination effective on the last day of the 40th full calendar month, with 365 days' prior written notice and a Termination Payment equal to nine (9) months of Base Rent and Tenant's Percentage Share of Operating Expenses and Real Property Taxes, paid on the notice date.

City will not pay Base Rent or its proportionate share of Operating Expenses and Real Estate Taxes for five (5) months after Delivery Date.

Security Deposit:

$96,222.92.

Prepayments:

The City will pay the first month's Base Rent and the first monthly installment of estimated Operating Expenses and Real Property Taxes, together with the Security Deposit, in the amount of $48,111.46.

Landlord /Tenant's Work: Premises accepted as-is; limited landlord improvements per Addendum (one concrete ramp and one 16' warehouse door), with Tenant permitted to add fencing at Tenant cost subject to approvals; all other alterations per Lease Section 13.

Utilities:

Tenant shall be responsible for electricity, water, phone, and gas (if applicable).

The schedule of Base Rent and Operating Expenses due over the initial term are illustrated in the following chart:

Commission Memorandum Miami Beach Police Dept. Warehouse Page 4

26,991 16.14 4%

Square Feet:

Base Rent:

$

Annual Increase:

16.14 16.79 17.46 18.16 18.88

ANALYSIS

The City has been actively seeking new property options to accommodate the Miami Beach Police Department's (MBPD) operational needs. After evaluating multiple locations, Staff found the average rent range between $17.00 per square foot and $24.00 per square foot for warehouse spaces. Many of the warehouse options were dated and in immediate need of renovation and/or infrastructure improvements, which would prove to be costly for the City. The proposed lease at 12700 NW LeJeune Road, Suite 130, Building 1, Miami, FL 33054, was determined to be the most suitable option. The Premises consists of approximately 26,991 rentable square feet and provides warehouse and office functionality suitable for MBPD's needs. The space offers functional loading, a landlord-installed concrete ramp and 16' warehouse door per the Lease Addendum, and life/safety systems consistent with code, ensuring compliance with operational and safety standards.

Under the proposed lease terms, Base Rent is set per the Lease schedule, which starts at an annual rate of $16.14 per RSF (monthly $36,302.90) for months 1-12, with the first five (5) full months abated. The lease includes an initial term of 63 months, with an option to renew for an additional five (5) years at Fair Market Rental. In addition to base rent, the tenant is responsible for its pro-rata share of allocated expenses and real property taxes, as defined in the Lease draft. There is no impact to MBPD's budget as the annual rent schedule is the same as the prior warehouse approved rents.

CONCLUSION

The Administration recommends that the Mayor and City Commission approve, in substantial form, a Lease Agreement between the City (Tenant) and TA Ironwood Industrial LLC (Landlord), as a backup lease for the use of approximately 26,991 square feet of warehouse space located at 12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054, to be used by the Miami Beach Police Department for storage (Secondary Lease), in the event that the lease with BCPF AVE, LLC, approved pursuant to Resolution No. 2025-33597 (Primary Lease), is not approved by Miami-Dade County. The lease delivers a 63-month term, fixed rent schedule, one-time early

Commission Memorandum Miami Beach Police Dept. - Warehouse Page 5

termination right, renewal at fair market rent, and five months of conditional abatement; and further authorizing the City Manager to finalize and execute the Lease Agreement. RESOLUTION NO. _

A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A LEASE AGREEMENT BETWEEN THE CITY (TENANT) AND TA IRONWOOD INDUSTRIAL LLC (LANDLORD), AS A BACKUP LEASE FOR USE OF APPROXIMATELY 26,991 SQUARE FEET OF WAREHOUSE SPACE, LOCATED AT 12700 NW LEJEUNE ROAD, SUITE 130, BUILDING 1, MIAMI, FLORIDA 33054 (PREMISES), TO BE USED BY THE MIAMI BEACH POLICE DEPARTMENT (MBPD) FOR STORAGE (SECONDARY LEASE), IN THE EVENT THAT THE LEASE WITH BCPF AVE, LLC, APPROVED PURSUANT TO RESOLUTION NO. 2025-33597 (PRIMARY LEASE), IS NOT APPROVED BY MIAMI-DADE COUNTY, THE GROUND LESSOR UNDER THE PRIMARY LEASE, OR IS NOT EXECUTED IN A TIMELY MANNER FOR ANY OTHER REASON, BASED UPON TERMS NEGOTIATED BY THE PARTIES OR OTHER TERMS ACCEPTABLE TO THE CITY; SAID SECONDARY LEASE HAVING AN INITIAL TERM OF SIXTY-THREE (63) FULL CALENDAR MONTHS, COMMENCING WHEN THE CITY TAKES POSSESSION OF THE PREMISES, WITH ONE (1) RENEWAL TERM OF FIVE (5) YEARS, AT THE OPTION OF THE CITY MANAGER; AND AUTHORIZING THE CITY MANAGER TO FINALIZE THE SECONDARY LEASE; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE SECONDARY LEASE AGREEMENT, AS NEEDED.

EXHIBITS:

A- Lease Agreement in Draft Form Resolution

WHEREAS, the Miami Beach Police Department ("MBPD" or the "Department") provides law enforcement services, crime prevention programs, and community engagement initiatives; and

WHEREAS, MBPD has historically managed criminal investigations, evidence retention, and vehicle storage at its headquarters at 1100 Washington Avenue, and has relied on off-site storage to house evidence, police vehicles, and operational equipment; and

WHEREAS, MBPD currently leases an 18,200 square-foot warehouse at 6700 NW 36th Avenue, Miami, Florida 33147, which lease expired on September 30, 2025 and is currently being extended, on a month-to-month basis, through December 31, 2025; and

WHEREAS, the current warehouse facility has significantly deteriorated, requires extensive maintenance and repairs, and is insufficient for MBPD's growth needs; and

WHEREAS, to enhance operational efficiency and uphold law enforcement protocols, the City needs to secure a larger, more suitable facility to meet MBPD's growing storage and operational needs; and

WHEREAS, on April 23, 2025, the Mayor and City Commission adopted Resolution No. 2025-33597, authorizing the City Manager to negotiate a Lease Agreement between the City and BCPF AVE, LLC (Landlord) ("Primary Lease"), based on essential terms set forth in the Resolution, for a lease of approximately 24,991 square feet of warehouse space, located at 14101 NW 57 Avenue, Miami Lakes, FL 33054 ("Primary Lease Premises"), with base rent in the initial amount of $18.50 per square foot, to be used by the Miami Beach Police Department for storage; however, said Primary Lease requires the approval of Miami-Dade County ("Dade County"), who is the ground lessor for the Primary Lease Premises and Dade County may still require additional changes to the

negotiated lease terms for the Primary Lease; and

WHEREAS, the City proactively identified a second potential property to accommodate MBPD's warehouse requirements; said property owned by TA Ironwood Industrial LLC ("TA Ironwood"), located at 12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054, consisting of approximately 26,991 rentable square feet, providing warehouse and office functionality, functional loading, a landlord-installed concrete ramp and 16' warehouse door ("Secondary Lease"); and

WHEREAS, the City and TA Ironwood have agreed to negotiate this Secondary Lease based upon the following essential business terms:

Tenant:

City of Miami Beach, a Florida municipal corporation;

Landlord:

TA Ironwood Industrial LLC, a Delaware limited liability company;

Premises:

12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054;

Size of Premises:

Approximately 26,991 square feet of rentable space;

Tenant Use:

Office and Storage;

Lease Term:

Sixty-three (63) full calendar months;

Base Rent:

$16.14 triple net per square foot;

Option to Renew:

One (1) option for five (5) years at Fair Market Rent;

Rent Increases:

The Base Rent will escalate at 4% per annum starting at Month 13;

Lease Commencement:

Right to Terminate:

Rent Abatement/ Commencement:

Upon the City taking possession;

One-time termination effective on the last day of the 40th full calendar month, with 365 days' prior written notice and a Termination Payment equal to nine (9) months of Base Rent and Tenant's Percentage Share of Operating Expenses and Real Property Taxes, paid on the notice date;

Payments of Rent and proportionate share of Operating Expenses and Real Property Taxes beginning with the first Five (5) full Months after Possession Date;

Security Deposit:

$96,222.92;

Prepayments:

The City will prepay the first month's Base Rent and the first monthly installment of estimated Operating Expenses and Real Property Taxes, together with the Security Deposit;

Landlord /Tenant's Work: Premises accepted as-is; Landlord to install one concrete ramp and one 16' warehouse door; Tenant permitted to add fencing at Tenant's cost; and

Utilities:

Tenant shall be responsible for electricity, water, phone, and gas (if applicable); and

WHEREAS, the Secondary Lease terms provide a cost-effective, long-term solution for MBPD's operational needs, including five months of rent abatement at the start, while ensuring uninterrupted public safety services and improving resource allocation and financial efficiency; and

WHEREAS, based upon the favorable lease terms and the anticipated storage needs of the MBPD, the City Manager recommends approving, in substantial form, the draft Secondary Lease Agreement between the City and TA Ironwood Industrial LLC, a copy of which is attached to the City Commission Memorandum accompanying this Resolution as Exhibit "A", subject to finalizing negotiations with the Landlord.

NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, in substantial form, a Lease Agreement between the City (Tenant) and TA Ironwood Industrial LLC (Landlord), as a backup lease for the use of approximately 26,991 square feet of warehouse space located at 12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054, to be used by the Miami Beach Police Department for storage (Secondary Lease), in the event that the lease with BCPF AVE, LLC, approved pursuant to Resolution No. 2025-33597 (Primary Lease), is not approved by Miami-Dade County, the ground lessor under the Primary Lease, or is not executed in a timely manner for any other reason, based upon terms negotiated by the parties or other terms acceptable to the City; said Secondary Lease having an initial term of sixty-three (63) full calendar months, commencing when the City takes possession of the Premises, with one (1) renewal term of five (5) years, at the option of the City Manager; and authorize the City Manager to finalize the Secondary Lease; and further authorize the City Manager and City Clerk to execute the Secondary Lease Agreement, as needed.

PASSED and ADOPTED this_ day of 2025.

ATTEST:

Rafael E. Granado, City Clerk Steven Meiner, Mayor

APPROVED AS TO

FORM 8& LANGUAGE EXECUTION

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STANDARD INDUSTRIAL LEASE

THIS INDUSTRIAL LEASE AGREEMENT (“Lease”) dated for reference purposes only as of the ____ day of _____, 2025 by and between TA IRONWOOD INDUSTRIAL LLC, a Delaware limited liability company (“Landlord”), and CITY OF MIAMI BEACH, a Florida Municipal Corporation (“Tenant”).

1.

B ASIC L EASE P ROVISIONS .

1.1

D ATE OF T HE L EASE ( FOR REFERENCE PURPOSES ):

1.2 L ANDLORD : TA Ironwood Industrial, LLC, a Delaware limited liability company

1.3 T ENANT : City of Miami Beach, a Florida Municipal Corporation

1.4

P REMISES A DDRESS : 12700 NW LeJeune Road, Suite 130, Building 1, Miami, Florida 33054

1.5

A PPROXIMATE L EASABLE A REA OF P REMISES : 26,991 square feet

below.

1.9 M ONTHLY B ASE R ENT : T HE Base Rent shall be adjusted annually on each anniversary of the Commencement Date (unless the Commencement Date is other than the first day of a month, in which event the Base Rent shall be adjusted annually commencing on the first anniversary of the first day of the calendar month following the Commencement Date) during the Term of the Lease as follows:

Lease Period in Months 1 – 12* 13 - 24 25 - 36 37 - 48 49 - 60 61 - 63

Rate Per Square Foot

$16.14 $16.79 $17.46 $18.16 $18.88 $19.64

*Landlord agrees to conditionally waive one hundred percent (100%) of Tenant’s Base Rent and Tenant’s Percentage Share of Operating Expenses and Real Property Taxes due and owing with respect to the Premises for the first five (5) full calendar months of the Term (the “Rent Abatement”). No other amounts due to Landlord under this Lease other than the Rent Abatement shall be abated, except as may be expressly provided to the contrary in another provision of this Lease. In the event Tenant commits a default hereunder which continues beyond any applicable notice and cure period provided in this Lease, Tenant shall no longer be entitled to the Rent Abatement, and Base Rent and Tenant’s Percentage Share of Operating Expenses and Real Property Taxes coming due thereafter shall not be waived, and all Base Rent and Tenant’s Percentage Share of Operating Expenses and Real Property Taxes that Landlord conditionally waived in the past pursuant to this provision shall be immediately due and payable by Tenant to Landlord, without notice or demand from Landlord. If the Lease expires in accordance with its terms and does not terminate as a result of a default by Tenant, Landlord agrees to permanently waive the Rent it has conditionally waived.

1.10

B ASE R ENT A ND E STIMATED O PERATING E XPENSES A ND R EAL P ROPERTY T AXES P AID U PON E XECUTION : $48,111.46, applied toward any fraction of the first month and/or credited toward the sixth full month.

1.11

T ENANT ' S P ERCENTAGE S HARE OF THE BUILDING : 17.20% T ENANT ' S P ERCENTAGE S HARE OF THE PROJECT : 5.34%

___________________

Monthly Base Rent

$36,302.90 $37,755.01 $39,265.21 $40,835.82 $42,469.25 $44,168.02

1

1.docx

(See also Section 6.4)

1.15 E XHIBITS A TTACHED TO L EASE : Addendum; Exhibit A – "Premises"; Exhibit B – "Verification Letter"; Exhibit C – "Rules and Regulations"; Exhibit D – “Move-Out Standards”; Exhibit E – “Form of HazMat Certificate”’.

1.16

A DDRESSES FOR N OTICES :

L ANDLORD :

W ITH C OPY T O :

TA Realty One Federal Street, 17 th Floor Boston, Massachusetts 02110 Attn: Asset Manager - Florida

T ENANT :

City of Miami Beach, Florida 1700 Convention Center Miami Beach, FL 33139 Attention: Asset Division Director

W ITH C OPY T O :

City of Miami Beach, Florida 1700 Convention Center Miami Beach, FL 33139 Attention: City Attorney

1.17 F LORIDA S TATE S ALES T AX : The Base Rent set forth in Section 1.9 above is exclusive of any applicable Florida state sales tax which shall be paid, as an item of additional rent, on all rent (Base Rent and additional rent) to be paid by Tenant under this Lease. Such tax payments on monthly payments of Base Rent and additional rent shall be paid by Tenant concurrently with such payments. Notwithstanding the foregoing, Landlord acknowledges receipt of the Tenant’s tax-exempt certificate and agrees not to charge Tenant sales tax so long as Tenant maintains its tax-exempt status.

2.

P REMISES .

2.1 A CCEPTANCE . Tenant will be using the Premises for storage, including, without limitation, Tenant’s property and any form of evidence in any case or investigation. Landlord leases to Tenant, and Tenant leases from Landlord, the Premises, to have and to hold for the Term of this Lease, subject to the terms, covenants and conditions of this Lease. The Premises is depicted on Exhibit "A" attached hereto. The Premises depicted on Exhibit "A" is all or a part of a building (the "Building") and may contain areas outside of the Building to the extent such areas are specifically identified on Exhibit "A" as being a part of the Premises. Tenant accepts the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants, conditions, restrictions and easements, and except as may be otherwise expressly provided herein, Landlord shall not be obligated to make any repairs or alterations to the Premises. Tenant acknowledges that Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes other than for the purpose described in section 1.6. The number of square feet set forth in Section 1.5 is an approximation, and the Base Rent shall not be changed if the actual number of square feet in the Premises is different than the number of square feet set forth in Section 1.5. 2.2 C OMMON A REAS . Landlord hereby grants to Tenant for the benefit of Tenant and its employees, suppliers, shippers, customers and invitees during the Term of this Lease, the nonexclusive right to use, in common with others 2 1.docx

entitled to such use (including Landlord), the Common Areas (as hereinafter defined) as they exist from time to time, subject to all rights reserved by Landlord hereunder and under the terms of all rules and regulations promulgated by Landlord from time to time with respect thereto. Landlord reserves the right from time to time to (a) make changes in the Common Areas, including, without limitation, changes in location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; (b) close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) construct additional buildings, parking areas, loading dock facilities and other improvements within the Common Areas; and (d) do and perform such other acts and make such other changes in, to or with respect to the Common Areas as Landlord may deem appropriate. As used herein, the term "Common Areas" means all areas and facilities outside the Premises and within the exterior boundary lines of the land owned by Landlord that are provided and designated by Landlord as such from time to time for general nonexclusive use of Tenant and others, including, if designated by Landlord as Common Areas, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways and landscaped areas, and Tenant shall have no leasehold interest in the Common Areas. The Premises, the Building, the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas, including, without limitation, the storage of trucks or other vehicles. Any such storage shall be permitted only with the prior written consent of Landlord, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Tenant, which cost shall be immediately payable upon demand by Landlord.

3.

T ERM .

3.1 T ERM AND C OMMENCEMENT D ATE . The Term and Commencement Date of this Lease are as specified in Sections 1.7 and 1.8. The Commencement Date set forth in Section 1.8 is an estimated Commencement Date. The actual Commencement Date shall be the date possession of the Premises is tendered to the Tenant in the condition required in this Lease. If the actual Commencement Date does not occur on the first day of a calendar month, the term of this Lease shall be extended by the number of days between the actual Commencement Date and the first day of the next calendar month, it being the intention of Landlord and Tenant that the term of the Lease end on the last day of a calendar month. When the actual Commencement Date is established by Landlord, Landlord shall complete the letter attached hereto as Exhibit B and Tenant shall, within five (5) business days after Landlord's request, execute the letter and deliver it to Landlord. Tenant's failure to execute the letter within said five (5) day period shall be a default hereunder and shall constitute Tenant's acknowledgment of the truth of the facts contained in the letter delivered by Landlord to Tenant. Possession of the Premises shall be deemed tendered to Tenant when Landlord delivers the Premises to Tenant broom-clean with all building systems serving the Premises in good working order.

3.2 D ELAY IN P OSSESSION . Notwithstanding the estimated Commencement Date specified in Section 1.8, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder; provided, however, in such a case, Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Tenant.

4.

U SE .

4.1 P ERMITTED U SE . The Premises shall be used only for the purpose described in Section 1.6 and for no other purpose. Notwithstanding any permitted use permitted herein, Tenant shall not use the Premises in any manner that will cause the Building or any part thereof not to conform with Landlord’s Sustainability Practices or the certification of the Building issued pursuant to any third party Sustainability Standard, as more fully described in Section 8.6, applicable to the Building at any time as determined by Landlord. Landlord makes no representation or warranty that Tenant's use is permitted by applicable zoning laws or other laws and regulations, other than for the purpose descripted in section 1.6.. In no event shall any portion of the Premises be used for retail sales. Tenant shall not initiate, submit an application for, or otherwise request, any land use approvals or entitlements with respect to the Premises or any other portion of the Project, including, without limitation, any variance, conditional use permit or rezoning, without first obtaining Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion. Tenant shall not (a) permit any animals or pets to be brought to or kept in the Premises, (b) install any antenna, dish or other device on the roof of the Building or outside of the Premises, (c) make any penetrations into the roof of the Building, (d) place loads upon floors, walls or ceilings in excess of the load such items were designed to carry, (e) place or store, nor permit any other person or entity to place or store, any property, equipment, materials, supplies or other items outside of the Building in which the Premises is located or (f) change the exterior of the Premises or the Building in which the Premises is located. In no event shall Tenant use the Premises for the sale of medical marijuana or any use associated with the sale of medical marijuana. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises and the Project are suitable for its intended use and that its use is permitted by applicable laws and regulations, 4 1.docx

and that neither Landlord nor Landlord's agents have made any representation or warranty as to the present or future suitability of the Premises, or the Project for the conduct of Tenant's business, other than for the purpose described in section 1.6.

4.2 C OMPLIANCE W ITH L AWS . Tenant shall, at Tenant's sole expense, promptly comply with all applicable laws, ordinances, rules, regulations, orders, certificates of occupancy, conditional use or other permits, variances, covenants, conditions, restrictions, easements, the recommendations of Landlord's engineers or other consultants, and requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the term or any part of the Term hereof, relating in any manner to the Premises or the occupation and use by Tenant of the Premises. Any existing rules, orders declaration of restrictive covenants, restrictions, conditions, easements, licenses, operating agreements or other agreements with which Tenant is required to comply are attached here to as exhibit “F” (the “Permitted Exceptions”), Tenant shall, at Tenant's sole expense, comply with all accessibility requirements of State and Federal law that apply to the Premises (other than accessibility requirements which existed as of the Commencement Date), and all federal, state and local laws and regulations governing occupational safety and health. Tenant acknowledges that it will be responsible for complying with current and future laws and regulations even though such compliance requires Tenant to make substantial repairs or modifications (including structural modifications) to the Premises and even though the application of the law or regulation is unrelated to Tenant’s specific use of the Premises; provided however that Landlord shall be responsible for any accessibility requirements which existed as of the Commencement Date Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance, create a dangerous situation, or would disturb, unreasonably interfere with or endanger Landlord or any other tenants of the Project. Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises. Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this Section or to otherwise comply with applicable laws and regulations, and Tenant shall not be excused from the performance of its obligations under this Lease due to such a failure. In addition to Tenant’s obligation to comply with all applicable laws, Tenant agrees to comply with, and cooperate with Landlord’s efforts to comply with energy and water efficiency, green building certification, submetering, electric-vehicle charging stations, renewable energy including solar and batteries and/or carbon reduction laws, including, without limitation, occupant, water, energy, waste and transportation related laws and ordinances within the city, county, state, country and/or any other jurisdiction.

In locations where the Building is or may be subject to penalties as a result of a greenhouse gas (GHG) emissions limit, Tenant agrees to promptly provide Landlord with all energy bills and other required data points as may be required to comply with Laws. If the Building is found in violation of the emissions limit and Tenant has failed to comply with the applicable law, Landlord may determine the portion of the penalties that are attributable to Tenant and hold Tenant accountable for their portion of the penalty that has been levied on the Building. If Tenant fails to deliver any information requested by Landlord hereunder within twenty (20) business days following request, then Landlord may charge Tenant the sum of $100.00 per day for each day after the twenty (20) business day period until delivered, in addition to any other rights or remedies afforded to Landlord for an event of default pursuant to Section 17 of this Lease.

5. B ASE R ENT . Tenant shall pay Base Rent in the amount set forth on the first page of this Lease. The first month's Base Rent, the Security Deposit, and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the date this Lease is executed by Tenant, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time by written notice delivered in accordance herewith. Tenant shall have no right at any time to abate, reduce, or set off any rent due hereunder except where expressly provided in this Lease. Landlord shall require Tenant to make payments of Minimum Rent and Additional Rent electronically (i.e., via ACH, Debit Cards, Credit Cards or other electronic means as determined in Landlord’s sole discretion) (each, an “ACH Payment”) and Tenant shall cooperate with Landlord in establishing any protocol for ACH Payment. Landlord will grant Tenant access to a secure tenant portal allowing the Tenant to review its account activity, setup automatic payments, pay via a mobile device and access other alternative payment methods. Payment via ACH is at no cost to Tenant, credit card payments (subject to a $25,000 per transaction limit) and debit card payments shall include associated convenience fees which shall be paid by Tenant. Further information about such convenience fees can be found on the secure portal. ACH Payments shall be made in accordance with the following: (a) Tenant is responsible for requesting that each ACH Payment be initiated to Landlord through Tenant’s financial institution on a monthly basis, (b) Landlord’s acceptance of an ACH Payment shall not constitute a waiver of any of its rights or remedies under the Lease, including the right to assess late fees. (c) Landlord may, in its discretion, elect to terminate this payment option (or change the account where funds should be deposited) at any time in the future with thirty (30) days’ written notice, which notice shall include instructions for an alternative method of payment, and (d) in connection with initiating the ACH Payments, Landlord shall provide to Tenant certain bank account information (the “Landlord’s Account Information”). Tenant agrees to hold Landlord’s Account Information solely for the purpose of making ACH Payments under the Lease. Tenant further agrees that such Landlord’s Account Information shall be held confidential and that it will not disclose such information in any 5 1.docx

manner whatsoever except to Tenant’s financial institution in connection with the ACH Payments. Tenant will maintain appropriate security measures to protect Landlord’s Account Information from being disclosed to unauthorized parties.

6.

O PERATING EXPENSE PAYMENTS .

6.1 O PERATING E XPENSES . Commencing on the Commencement Date and thereafter throughout the Term, Tenant shall pay Tenant's Percentage Share (as defined below) of the Operating Expenses for the Building and Common Areas of the Project. For the purposes of this Lease, the term "Operating Expenses" shall mean all expenses and disbursements of every kind (subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation, and maintenance of the Building and Common Areas of the Project, including, but not limited to, the following:

(a) wages and salaries (including management fees) of all employees, agents, consultants and other individuals or entities engaged in the operation, repair, replacement, maintenance, and security of the Building and Common Areas of the Project, including taxes, insurance and benefits relating thereto;

(b) all supplies and materials used in the operation, maintenance, repair, replacement, and security of the Building and Common Areas of the Project;

(c) annual cost of all Capital Improvements (as defined below) made to the Building and Common Areas of the Project which although capital in nature can reasonably be expected to reduce the normal operating costs of the Building and Common Areas of the Project or which are incurred to improve energy efficiency within the Building and Common Areas of the Project which benefits the tenants, as well as all Capital Improvements made in order to comply with any law now or hereafter promulgated by any governmental authority, as amortized over the useful economic life of such improvements as determined by Landlord in its reasonable discretion (without regard to the period over which such improvements may be depreciated or amortized for federal income tax purposes) together with an interest factor on the unamortized cost of such item equal to the lesser of interest rate of Citibank’s prime rate per annum or twelve percent (12%) per annum or the maximum rate of interest permitted by applicable law);

(d)

cost of all utilities paid by Landlord;

(e) cost of any insurance or insurance related expense applicable to the Building and Common Areas of the Project and Landlord's personal property used in connection therewith, including, but not limited to, the insurance costs described in Section 10.2;

(f) cost of repairs, replacements and general maintenance of the Building and Common Areas of the Project (including all truck court areas, paving and parking areas, Common Area lighting facilities, fences, gates, water lines, sewer lines, rail spur areas and any other item Landlord is obligated to repair or maintain), other than costs necessary to assure the structural soundness of the roof, foundation and exterior walls of the Project which are payable solely by Landlord under Section 11;

(g) cost of service or maintenance contracts with independent contractors for the operation, maintenance, repair, replacement or security of the Building and Common Areas of the Project (including, without limitation, alarm service, exterior painting, trash collection, snow, ice, debris and waste removal and landscape maintenance);

(h) all costs of energy and water audits and commissioning of the Building for the purpose of improving efficiency and/or complying with legislation, (ii) all costs associated with property improvements for the purpose of improving efficiency and/or complying with environmental legislation, (iii) all costs of maintaining, managing, insuring, reporting and applying for energy efficiency certifications, and (iv) all costs associated with energy efficiency and emission assessments, levies, taxes and fees;

(i) cost of all accounting fees, management fees, legal fees and consulting fees attributable to the operation, ownership, management, maintenance or repair of the Building and Common Areas of the Project;

(j) payments made by Landlord under any of the Permitted Exceptions relating to the sharing of costs among property owners;

(k) reserves created by Landlord, in Landlord's sole discretion, for future Operating Expenses or the future replacement of Capital Improvements; (l) the cost of all business licenses, permits or similar fees relating to the operation, ownership, repair or maintenance of the Building and Common Areas of the Project; and

(m)

the cost of any other item the cost of which is stated in this Lease to be an Operating Expense. 6 1.docx

For purposes of this Lease, a "Capital Improvement" shall be an improvement to the Project that Landlord is obligated or permitted to make pursuant to this Lease, the cost of which is not fully deductible in the year incurred in accordance with generally accepted accounting principles; provided, however, that, at Landlord's option, the following items shall be treated as expenses and not Capital Improvements, and the entire cost of these items may be included in Operating Expenses in the year incurred: (i) the cost of painting all or part of the Building and Common Areas of the Project, (ii) the cost of resurfacing and restriping roadways and parking areas, (iii) the cost of any items Tenant is obligated to pay for pursuant to Section 12 that Landlord elects, in its sole discretion, to include in Operating Expenses and (iv) the cost of Capital Improvements incurred in any calendar year to the extent the cost of the Capital Improvements are less than $25,000 (exclusive of Landlord’s repair obligations as described in section 11). Real Property Taxes (as defined below) shall be reimbursed to Landlord as provided below and shall not be treated as an Operating Expense. References to facilities, services, utilities or other items in this section shall not impose an obligation on Landlord to have said facilities or to provide said services unless such facilities and services already exist at the Project.

6.2 O PERATING E XPENSE E XCLUSIONS . Notwithstanding anything to the contrary contained herein, for purposes of this Lease, the term "Operating Expenses" shall not include the following: (i) costs (including permit, license and inspection fees) incurred for tenant improvements for other tenants within the Project; (ii) legal and auditing fees (other than those fees reasonably incurred in connection with the maintenance and operation of all or any portion of the Building and Common Areas of the Project), leasing commissions, advertising expenses and similar costs incurred in connection with the leasing of the Project; (iii) depreciation of the Building or any other improvements situated within the Project; (iv) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by any other tenant of the Project; (v) costs of repairs or other work necessitated by fire, windstorm or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by the exercise of the right of eminent domain to the extent insurance proceeds or a condemnation award, as applicable, is actually received by Landlord for such purposes; provided, such costs of repairs or other work shall be paid by the parties in accordance with the provisions of Sections 11 and 12, below; (vi) other than any interest charges for Capital Improvements referred to in Section 6.1(c) hereinabove, any interest or payments on any financing for the Building or the Project and interest and penalties incurred as a result of Landlord's late payment of any invoice; (vii) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any portion of the Project, unless such costs and expenses are the responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (viii) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; (ix) any payments under a ground lease or master lease; and (x) except as provided above, the cost of Capital Improvements.

6.3 P AYMENT . Tenant's Percentage Share of Operating Expenses shall be payable by Tenant within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. Within ten (10) days from Tenant’s request, Landlord shall provide the backup documents for the actual expenses. At Landlord's option, however, Landlord may, from time to time, estimate what Tenant's Percentage Share of Operating Expenses will be, and the same shall be payable by Tenant monthly during each calendar year of the Lease Term, on the same day as the Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's Percentage Share of Operating Expenses, Landlord shall use its best efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each calendar year a reasonably detailed statement (the "Statement") showing Tenant's Percentage Share of the actual Operating Expenses incurred during such year. Landlord's failure to deliver the Statement to Tenant within said period shall not constitute Landlord's waiver of its right to collect said amounts or otherwise prejudice Landlord's rights hereunder. If Tenant's payments under this Section during said calendar year exceed Tenant's Percentage Share as indicated on the Statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Percentage Share of Operating Expenses next falling due. If Tenant's payments under this Section during said calendar year were less than Tenant's Percentage Share as indicated on the Statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last calendar year for which Tenant is responsible for Operating Expenses, notwithstanding that the Lease Term may have terminated before the end of such calendar year; and this provision shall survive the expiration or earlier termination of the Lease.

6.4 T ENANT ' S P ERCENTAGE S HARE . "Tenant's Percentage Share" as used in this Lease shall mean the percentage of the cost of Operating Expenses and Real Property Taxes (as defined below) for which Tenant is obligated to reimburse Landlord pursuant to this Lease. Notwithstanding anything to the contrary contained in Section 1.11, Landlord shall have the right to determine Tenant's Percentage Share of the cost of Operating Expenses and Real Property Taxes using any one or more of the following three methods, and Tenant hereby agrees that any one of the following three methods of allocation is reasonable: (a) by multiplying the cost of all Operating Expenses or Real Property Taxes by a fraction, the numerator of which is the number of square feet of leasable space in the Premises and the denominator of which is the number of square feet of leasable space in all buildings in the Project; or (b) (i) with respect to an Operating Expense or Real Property Taxes attributable solely to the Building, requiring Tenant to pay that portion 7 1.docx

of the cost of the Operating Expense or Real Property Taxes that is obtained by multiplying such cost by a fraction, the numerator of which is the number of square feet of leasable space in the Premises and the denominator of which is the number of square feet of leasable space in the entire Building and (ii) with respect to an Operating Expense or Real Property Taxes attributable to the Common Areas of the Project, but not any particular building in the Project, requiring Tenant to pay that portion of the cost of the Operating Expense or Real Property Taxes that is obtained by multiplying such cost by a fraction, the numerator of which is the number of square feet of leasable space in the Premises and the denominator of which is the number of square feet of leasable space in all buildings in the Project or (c) by allocating an Operating Expense or Real Property Taxes in any other reasonable manner, as determined by Landlord.

6.5 A UDITS . If Tenant disputes the amount set forth in the Statement, Tenant shall have the right, at Tenant's sole expense, not later than sixty (60) days following receipt of such Statement, to cause Landlord's books and records with respect to the calendar year which is the subject of the Statement to be audited by a certified public accountant mutually acceptable to Landlord and Tenant, a certified public accountant retained by or by/the City of Miami Beach Office of Inspector General. The audit shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord's regular business hours at Tenant’s option, or at any other location in Miami-Dade County, to be determined by Landlord. Tenant's Percentage Share of Operating Expenses shall be appropriately adjusted based upon the results of such audit, and the results of such audit shall be final and binding upon Landlord and Tenant. The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant's right to undertake an audit with respect to any calendar year shall expire sixty (60) days after Tenant's receipt of the Statement for such calendar year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such sixty (60) day period, unless prior thereto Tenant shall have given Landlord written notice of its intention to audit Operating Expenses for the calendar year which is the subject of the Statement. If Tenant gives Landlord notice of its intention to audit Operating Expenses, it must commence such audit within sixty (60) days after such notice is delivered to Landlord, and the audit must be completed within one hundred twenty (120) days after such notice is delivered to Landlord (“Audit Period”). Within ten (10) days from Tenant’s request, Landlord shall provide Tenant with any documents which may be missing but typically retained in accordance with general acceptable accounting principals. Delays by Landlord in providing this information shall extend the audit period by the number of days exceeding the ten (10) days period. If Tenant does not commence and complete the audit within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If the parties agree to the results of such audit, Tenant's Share of Operating Expenses shall be appropriately adjusted based upon the results of such audit, and the results of such audit shall be final and binding upon Landlord and Tenant. If the parties do not agree upon the inclusion or amount of any Operating Expense charged by Landlord, the sole remedy of Tenant shall be to submit the matter to arbitration within thirty (30) days after completion of the audit to request an adjustment to any disputed Operating Expense item. In no event will this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of Operating Expenses.

7. S ECURITY DEPOSIT . Tenant shall deliver to Landlord at the time it executes this Lease the security deposit set forth in Section 1.12 as security for Tenant's faithful performance of Tenant's obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may use all or any portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said deposit, Tenant shall within ten (10) days after written demand therefor deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount. Landlord shall not be required to keep said security deposit separate from its general accounts. If Tenant performs all of Tenant's obligations hereunder, said deposit, or so much thereof as has not heretofore been applied by Landlord, shall be returned, without payment of interest or other amount for its use, to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's interest hereunder) at the expiration of the Term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to said security deposit. Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of Landlord's damages in the event of Tenant's default.

8.

U TILITIES .

8.1 PAYMENT . Tenant shall pay for all water, gas, electricity, telephone, sewer, sprinkler services, refuse and trash collection and other utilities and services used on the Premises, together with any taxes, penalties, surcharges or the like pertaining thereto. Tenant shall contract directly with the applicable public utility for such services. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by Landlord. Tenant agrees to limit use of water and sewer for normal restroom use, and nothing herein contained shall impose upon Landlord any duty to provide sewer or water usage for other than normal restroom usage. Landlord has the right to install additional meters at Tenant’s expense if in Landlord’s reasonable opinion Tenant is using more energy or water

8

1.docx

than other tenants in the Building and bill Tenant for such usage plus a reasonable administrative fee not to exceed ten percent (10%) of such amount.

8.2 I NTERRUPTIONS . Except for claims arising from the negligence or willful misconduct of Landlord, its employes, agents and contractors. Tenant agrees that Landlord shall not be liable to Tenant for its failure to furnish water, gas, electricity, telephone, sewer, refuse and trash collection or any other utility services or building services when such failure is occasioned, in whole or in part, by repairs, replacements or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, telephone service or other utility at the Project, by any accident, casualty or event arising from any cause whatsoever, by act, negligence or default of Tenant or any other person or entity, or by any other cause, and such failures shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from the obligation of paying rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for loss of property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any such services or utilities. Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this Lease.

8.3 R AILROAD S PURS . If the Premises is served by a railroad spur, Tenant shall execute any agreement required by the railroad company serving the railroad spur, and such agreement shall be satisfactory to Landlord, in Landlord's sole discretion. Tenant shall pay the cost of maintaining the railroad spur, at Tenant's sole cost and expense.

8.4. A LTERNATIVE U TILITY P ROVIDERS . If permitted by applicable laws, Landlord shall have the right at any time and from time to time during the Term of this Lease to either contract for service from a different company or companies (each such company referred to as an "Alternate Service Provider") other than the company or companies presently providing electrical service for the Project (the "Electric Service Provider") or continue to contract for service from the Electric Service Provider, at Landlord's sole discretion. Tenant agrees to cooperate with Landlord, the Electric Service Provider, and an Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, the Electric Service Provider, and any Alternate Service Provider reasonable access to the Building's electric lines, feeders, risers, wiring and any other machinery within the Premises.

8.5. C ONSUMPTION D ATA . Within ten (10) business days following written request by Landlord, but only to the extent such information or data is then in Tenant’s possession and control, Tenant shall provide Landlord with consumption data in a form reasonably required by Landlord: (i) for any utility billed directly to Tenant and any subtenant or licensee of the Premises; and (ii) for any sub-metered or separately metered utility supplied to the Premises for which Landlord is not responsible for reading under the Lease. If Tenant utilizes separate services from those of Landlord as permitted under the Lease, Tenant hereby consents to (a) Landlord obtaining the information directly from such service providers and, within ten (10) business days after written request, Tenant shall execute and deliver to Landlord and the service providers such commercially reasonable written releases as the service providers may request evidencing Tenant’s consent to deliver the data to Landlord; and (b) installing smart meter(s) at Tenant’s expense. From time to time within ten (10) days after Landlord’s request, Tenant shall execute and deliver to Landlord an agreement provided by Landlord authorizing the service provider to provide such consumption data directly to Landlord. If Tenant fails to deliver any release or to provide any available information requested hereunder within the twenty (20) business day period referenced herein, then Landlord may charge Tenant the sum of $100.00 per day for each day after the twenty (20) business day period until delivered (the “Late Reporting Fee”), in addition to any other rights or remedies afforded to Landlord for an event of default pursuant to Section 17 of this Lease.

8.6. S USTAINABILITY P RACTICES . Tenant acknowledges that Landlord may elect, in Landlord’s sole discretion, to implement energy, water, and waste efficiency, and other environmentally sustainable practices (collectively, the “Sustainability Practices”) and, in furtherance of same, may pursue an environmental sustainability monitoring and certification and/or rating program such as ENERGY STAR, EPC Ratings, Green Globes-CIEB, LEED, BREEAM, IREM CSP, FItwel, Fitwel VRM, WELL, WELL Health & Safety or similar programs (“Green Building Certification and Health & Safety Certification”). Tenant agrees that throughout the Term of this Lease (as the same may be extended): (i) Tenant shall reasonably cooperate with Landlord and, to the extent reasonably practicable, comply with Landlord’s Sustainability Practices standards for the Building and/or Landlord’s efforts to obtain or maintain Green Building Certification and Health & Safety Certification including matters addressing operations and maintenance, indoor air quality, energy efficiency, water efficiency, water quality, wellness, health safety, recycling programs, exterior maintenance program, transportation and occupant satisfaction surveys, sustainable procurement practices, and systems upgrades. 8.7. R ECYCLING AND W ASTE M ANAGEMENT . Tenant agrees, at its sole cost and expense (except to the extent any of the following services are provided by the Property [Building] Manager and/or Landlord’s janitorial vendor or Landlord’s employees, in which event Tenant may only be responsible for its pro-rata share of the costs thereof, as set forth in the Lease): (i) to comply with all present and future laws, orders and regulations of the Federal, State, county, municipal or other governing authorities, departments commissions, agencies and boards regarding the collection, 9 1.docx

sorting, separation, and recycling of garbage, trash, rubbish and other refuse (collectively, “Trash”); (ii) if and when applicable, to comply with Landlord’s recycling policy as part of Landlord’s Sustainability Practices where it may be more stringent than applicable Law; (iii) to sort and separate its trash and recycling into such categories as are provided by Law or Landlord’s Sustainability Practices; and (iv) that Tenant shall, within thirty(30) business days following invoicing by Landlord, pay all costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Section. Upon request by Landlord, but in no event more than once per twelve (12) month period during the Term, Tenant shall provide Landlord with copies of waste manifests for all waste that leaves the Building that is within Tenant’s direct control, including, but not limited to, off-site paper shredding and electronic waste associated with tenant’s use of the Premises; provided, however, that the foregoing requirement shall not apply if the Property [Building] Manager and/or Landlord’s janitorial vendor or Landlord’s employees are responsible for the removal of trash and recycling materials (including, without limitation, paper) from the Building.

C OOPERATION .

8.8.

( a) Landlord may, from time to time, decide to develop, maintain and/or operate the Building in accordance with third-party accreditations, ratings or certifications that relate to sustainability issues, energy efficiency or other comparable goals, including, without limitation, Third Party Sustainability Standards. Should Landlord make such a decision Tenant shall cooperate with Landlord’s efforts in that regard. Such cooperation shall include, without limitation, providing Landlord with information within fourteen (14) days after a request is made about Tenant’s occupancy as may be required by any such third-party agency, such as staffing levels, hours of operation, utility usage, commuting patterns (to the extent reasonably determinable), cleaning methods, build-out materials and techniques, furniture, fixtures and equipment inventories, and other purchasing information. The foregoing provisions shall apply whether Landlord affirmatively seeks an accreditation, rating or certification under a Third Party Sustainability Standard and to thereafter maintain the accreditation, rating or certification, or to operate voluntarily in accordance with some or all of such Third Party Sustainability Standards but without formally obtaining the accreditation, rating or certification.

(b) Landlord may, at any time, install separate metering for the Premises or for any specific use within the Premises (including, without limitation, Tenant’s information technology equipment) for electricity, water, gas, steam, or other utility usage. Such separate metering may be a direct meter, a submeter, a check meter. Any meter so installed may, at Landlord’s option, be a “smart meter”. The cost of installation shall be a capital expense that is included in Operating Expenses on an amortized basis over the expected useful life of the meter. If such a meter is installed, Tenant shall pay for the consumption shown on the meter plus any fee applicable to reading the meter, either directly to the third-party utility provider in the case of a direct meter or any pass-through fee charged by a third party utility provider and collected by Landlord in the case of a submeter or check meter, and Tenant shall report to Landlord Tenant’s usage as measured by the meter. If such a meter is installed, Tenant shall thereafter not be charged as an Operating Expense for any other tenant’s use of that utility in the other tenant’s own premises, but shall still be charged its pro rata share for the consumption of that utility in any part of the Building that is not leased to another tenant.

(c) Landlord’s property manager shall act as Tenant’s primary contact for sustainability related

matters.

(d) Landlord may provide a forum for the Tenant to engage with the Landlord to improve the environmental performance of the Premises/Building. Tenant agrees to reasonably cooperate.

9.

R EAL AND P ERSONAL P ROPERTY T AXES .

9.1 P AYMENT OF T AXES . Commencing on the Commencement Date and thereafter throughout the Term, Tenant shall pay to Landlord, in addition to Base Rent and Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of all Real Property Taxes. Tenant's Percentage Share of Real Property Taxes shall be payable by Tenant at the same time, in the same manner and under the same terms and conditions as Tenant pays Tenant's Percentage Share of Operating Expenses.

9.2 D EFINITION OF R EAL P ROPERTY T AX . As used herein, the term "Real Property Taxes" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, improvement bond or bonds imposed on the Building or common areas or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Project or in any portion thereof. Real Property Taxes shall not include income, inheritance and gift taxes.

9.3 P ERSONAL P ROPERTY T AXES . Tenant shall pay prior to delinquency all applicable taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the

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Premises or related to Tenant's use of the Premises. Landlord acknowledges that Tenant is a Florida municipal corporation and, as such, is exempt from payment of taxes, including personal property taxes. If any of Tenant's personal property shall be assessed with Landlord's real or personal property, Tenant shall have the option of paying to Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant's property or appealing such assessment within thirty (30) days from receipt of such bill.

9.4 R EASSESSMENTS . From time-to-time Landlord may challenge the assessed value of the Project as determined by applicable taxing authorities and/or Landlord may attempt to cause the Real Property Taxes to be reduced on other grounds. If Landlord is successful in causing the Real Property Taxes to be reduced or in obtaining a refund, rebate, credit or similar benefit (hereinafter collectively referred to as a "reduction"), Landlord shall credit the reduction(s) to Real Property Taxes for the calendar year to which a reduction applies and to recalculate the Real Property Taxes owed by Tenant for years in which the reduction applies based on the reduced Real Property Taxes. If Landlord proceeds in accordance with the above, all costs incurred by Landlord in obtaining the Real Property Tax reductions shall be considered an Operating Expense, for the calendar year to which reductions will be applied. In addition, if Landlord proceeds in accordance with the above, all accounting and related costs incurred by Landlord in making the adjustments shall be an Operating Expense. If Landlord proceeds in accordance with the above, Landlord shall be obligated to refund to Tenant all or any portion of the reduction or to reduce Real Property Taxes for the years to which any reductions apply. Landlord shall have the right to compensate a person or entity it employs to obtain a reduction in Real Property Taxes by giving such person or entity a percentage of any reduction or credit obtained, and in this event the reduction or credit obtained by Landlord shall be deemed to be the reduction or credit given by the taxing authority less the compensation paid to such person or entity.

10.

I NSURANCE .

10.1

I NSURANCE -T ENANT .

Tenant, is a Florida municipal corporation and in compliance with and subject to the limitations on Tenant’s liability as set forth in section 768.28, Florida Statutes, Tenant maintains a self-insurance fund to cover General Liability and Automobile Liability coverage with limits of sovereign immunity which are $200,000 per person, $300,000 per occurrence. This liability coverage includes the same coverage as a commercial insurance policy, including physical damage or loss of items in the City’s care, custody or control. Tenant is also designated by the State of Florida as a self- insurance public entity for worker’s compensation. All of Tenant’s employees are provided this coverage in accordance with chapter 440, Florida statutes. 10.2 I NSURANCE -L ANDLORD .

(a) Landlord shall obtain and keep in force a policy of general liability insurance with coverage against such risks and in such amounts as Landlord deems advisable insuring Landlord against liability arising out of the ownership, operation and management of the Project.

(b) Landlord shall also obtain and keep in force during the Term of this Lease a policy or policies of insurance covering loss or damage to the Project in the amount of not less than eighty percent (80%) of the full replacement cost thereof, as determined by Landlord from time to time. The terms and conditions of said policies and the perils and risks covered thereby shall be determined by Landlord, from time to time, in Landlord's sole discretion. In addition, at Landlord's option, Landlord shall obtain and keep in force, during the Term of this Lease, a policy of rental interruption insurance, with loss payable to Landlord, which insurance shall, at Landlord's option, also cover all Operating Expenses and Real Property Taxes. Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles as Landlord may determine. Tenant shall pay at Tenant's sole expense any increase in the property insurance premiums for the Project over what was payable immediately prior to the increase to the extent the increase is specified by Landlord's insurance carrier as being caused by the nature of Tenant's occupancy or any act or omission of Tenant.

10.3 I NSURANCE P OLICIES . Landlord shall not be liable to Tenant or its employees, agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles, furniture, equipment, computers, files or other property located at the Project. Tenant shall repair or replace all of Tenant's property at Tenant's sole cost and expense. Tenant acknowledges that it is Tenant's sole responsibility to obtain adequate insurance coverage to compensate Tenant for damage to Tenant's property. 10.4 W AIVER OF S UBROGATION . Landlord waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Project to the extent that Landlord's insurance policies then in force insure against such damage or destruction and permit such waiver, and only to the extent of the insurance proceeds actually received by Landlord for such damage or destruction. Landlord's waiver shall not relieve Tenant from liability under Section 19 below except to the extent Landlord's insurance company actually satisfies Tenant's obligations under Section 19 in accordance with the requirements of Section 19. Tenant waives any and all rights of recovery against Landlord, Landlord’s affiliates and partners, Landlord is property manager and lender (s), any entity designated by Landlord from 11 1.docx

time to time, and their respective officers, share-holders, directors partners, members, managers, employees, successors and assigns (the “Additional Insureds”), Landlord's employees, agents and contractors for liability or damages if such liability or damage is covered by Tenant's self-insurance program, as described in section 10.1. Tenant's waiver shall not be limited by the amount of insurance then carried by Tenant or the deductibles applicable thereto. Tenant shall cause the insurance policies it obtains in accordance with this Section 10 to provide that the insurance company waives all right of recovery by subrogation against Landlord in connection with any liability or damage covered by Tenant's insurance policies.

10.5 C OVERAGE . Landlord makes no representation to Tenant that the limits or forms of coverage specified above or approved by Landlord are adequate to insure Tenant's property or Tenant's obligations under this Lease.

11. L ANDLORD ' S REPAIRS . Landlord shall maintain, at Landlord's expense, only the structural elements of the roof of the Building (excluding the roof membrane), the structural soundness of the foundation of the Building and the structural elements of the exterior walls of the Building. Following written notice to Tenant, and Tenant failing to complete the repair within thirty (30) days, Tenant shall reimburse Landlord for the cost of any maintenance, repair or replacement of the foregoing necessitated by Tenant's misuse, negligence, alterations to the Premises or any breach of its obligations under this Lease. By way of example, and not limitation, the term "exterior walls" as used in this Section shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall immediately give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall have a reasonable time in which to complete the repair. Nothing contained in this Section shall be construed to obligate Landlord to seal or otherwise maintain the surface of any foundation, floor or slab.

12.

T ENANT ' S REPAIRS .

12.1 O BLIGATIONS OF T ENANT . Subject to Section 12.2 below, Tenant shall, at its sole cost and expense, keep and maintain all parts of the Premises (except those listed as Landlord's responsibility in Section 11 above) in good and sanitary condition, promptly making all necessary repairs and replacements, including but not limited to, windows, glass and plate glass, doors, skylights, roof membranes, any special store front or office entry, walls and finish work, floors and floor coverings, heating and air conditioning systems, dock boards, bumpers, plates, seals, levelers and lights, plumbing work and fixtures (including periodic backflow testing), electrical systems, lighting facilities and bulbs, sprinkler systems, alarm systems, fire detection systems, termite and pest extermination, sidewalks, landscaped areas, fencing, tenant signage and regular removal of trash and debris. In addition, subject to the terms of Section 10.4, to the extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by any element or fixture within the Premises that is not Landlord’s express responsibility under this Lease regardless of whether the damage was the result of any act, omission or negligence by the Tenant. Furthermore, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the intentional or negligent acts of Tenant, its employees, agents, contractors and vendors. Tenant shall notify Landlord in writing prior to making any repair or performing any maintenance pursuant to this Section, and Tenant shall have the right to procure the contractor Tenant shall use to make any repair or to perform any maintenance on the roof membrane, heating, ventilation and air conditioning systems ("HVAC"), plumbing systems, electrical systems, sprinkler systems, fire alarm systems or fire detection systems located at the Premises;provided that such contractor shall be subject to approval of Landlord, which approved shall not be unreasonable without, delayed or denied. Tenant shall not paint or otherwise change the exterior appearance of the Premises without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion. The cost of maintenance and repair of any common party wall (any wall, divider, partition or any other structure separating the Premises from any adjacent premises occupied by other tenants) shall be shared equally by Tenant and the tenant occupying the adjacent premises; provided, however, if Tenant damages a party wall the entire cost of the repair shall be paid by Tenant, at Tenant's sole expense. Tenant shall not damage any party wall or disturb the integrity and support provided by any party wall. If Tenant fails to keep the Premises in good condition and repair, Landlord may, but shall not be obligated to, make any necessary repairs. If Landlord makes such repairs, following written notice to Tenant and Tenant failing to complete the repair within thirty (30) days, Landlord may bill Tenant for the cost of the repairs as additional rent, and said additional rent shall be payable by Tenant within thirty (30) days after demand by Landlord. All maintenance (including, without limitation, janitorial services and pest control services) and repairs made by Tenant shall comply with Landlord’s Sustainability Practices, including any third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. The foregoing provision shall not apply if the property manager and/or Landlord’s vendor or Landlord’s employees are providing the services to the Premises.

12.2 P ERFORMANCE OF W ORK BY L ANDLORD . Notwithstanding Tenant's obligation to keep the roof membranes, sprinkler systems, fire alarm systems, fire detection systems and portion of the exterior walls of the Premises which are Tenant’s responsibility pursuant to section 12.1 in good condition and repair, Landlord shall employ contractors to perform all repairs, maintenance and replacements of the roof membranes, sprinkler systems, fire alarm systems, fire detection systems and exterior walls of the Premises which fall within Tenant’s responsibilities. The items described in the previous sentence that Landlord will cause to be repaired, maintained and replaced are hereinafter referred to as 12 1.docx

the "Landlord Maintenance Items." Tenant shall reimburse Landlord as additional rent for all costs Landlord incurs in performing the Landlord Maintenance Items within thirty (30) days after written demand by Landlord. Landlord shall determine in its sole discretion the scope and timing of the performance of such Landlord Maintenance Items, and Tenant shall not perform such Landlord Maintenance Items. Landlord's maintenance of the exterior walls of the Premises shall include the right, but not the obligation, of Landlord to paint from time to time all or some of the exterior walls, canopies, doors, windows, gutters, handrails and other exterior parts of the Premises with colors selected by Landlord, and Tenant shall reimburse Landlord as provided above for all costs incurred by Landlord in painting such items. If the Premises contains landscaped areas ("Landscaped Areas"), Landlord shall maintain the Landscaped Areas, and Tenant shall reimburse Landlord for all costs incurred by Landlord in maintaining the Landscaped Areas within thirty (30) days after written demand by Landlord; provided, however, Landlord shall have the right to estimate the monthly cost of maintaining the Landscaped Areas, and Tenant shall pay such amount to Landlord as additional rent each month at the same time Tenant pays Base Rent. Tenant shall immediately give Landlord written notice of any repair or maintenance required by Landlord pursuant to this Section, after which Landlord shall have a reasonable time in which to complete such repair or maintenance. Landlord shall have the right, but not the obligation, to include the cost of Landlord Maintenance Items and the cost of the maintenance of Landscaped Areas in Operating Expenses, and Tenant shall then pay Tenant's Percentage Share of such costs as determined by Landlord. Landlord shall have the right at any time, and from time to time, to elect upon written notice to Tenant to have Tenant perform some or all of the Landlord Maintenance Items and/or the maintenance of the Landscaped Areas, in which event Tenant shall employ contractors which have been procured by Tenant to perform such work and shall pay for all such work at Tenant's sole cost and expense; provided that such contractor or shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, delayed or denied, all in accordance with the requirements of Section 12.1.

12.3 M AINTENANCE C ONTRACTS . Tenant, at Tenant's sole cost, shall enter into regularly scheduled preventative maintenance/service contracts for the HVAC units servicing the Premises (the "Tenant Maintenance Contracts"). The Tenant Maintenance Contracts shall include maintenance services reasonably satisfactory to Landlord, in Landlord's reasonable discretion. Tenant shall provide Landlord with copies of all service reports. The maintenance contractor and contract must be approved by Landlord, which approval shall not be unreasonably withheld, delayed or denied. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become effective (and a copy thereof delivered to Landlord) within thirty (30) days of the date Tenant take possession of the Premises. Each year Landlord, at its option, may inspect such systems to determine that the aforementioned maintenance is being performed. If any such system is not being maintained pursuant to this Paragraph, Landlord will send notice of such lack of maintenance to Tenant and Tenant shall thereafter have thirty (30) days to perform the necessary maintenance. If Tenant fails to complete the necessary maintenance in such thirty (30) day period, Landlord shall have the right, without waiver of any other right or remedy, to perform such work at the expense of Tenant. Should the inspection demonstrate a lack of maintenance of any such system, Tenant shall pay for the cost of such inspection. Within the ninety (90) day period prior to expiration of the Lease Term, or promptly following other termination of this Lease or of Tenant’s right of possession, Landlord shall have the right to have any or all of such systems inspected by a qualified inspector at Landlord’s expense. If, in the opinion of the inspector, the equipment has not been properly maintained, then Landlord may authorize necessary repairs and/or replacements to be made to the system, in which case Tenant shall reimburse Landlord for any and all costs associated with such inspection and such repairs and replacements. At Landlord's option, in Landlord's sole discretion, but only in the event Tenant fails to properly maintain any of the systems for which Tenant is required to obtain a Tenant Maintenance Contract, Landlord shall have the right, upon thirty (30) days' advance written notice to Tenant, at any time and from time to time, to elect to take over such Tenant Maintenance Contract or purchase a maintenance contract for such system. If Landlord elects to take over or purchase such Tenant Maintenance Contract, all costs incurred by Landlord in obtaining and maintaining any such maintenance contract shall be paid by Tenant to Landlord as additional rent. Landlord may bill Tenant for said costs based upon the actual cost of obtaining and maintaining any such maintenance contract or Landlord may bill said expenses based upon Tenant's Proportionate Share of the total cost of providing said maintenance contract(s). Tenant shall insure that any Tenant Maintenance Contract that Tenant is required to obtain hereunder shall include a clause that allows Landlord to freely assume said Tenant Maintenance Contract. Landlord shall enter into regularly scheduled preventative maintenance/service contracts for the sprinkler, fire alarm and fire detection systems serving the Premises (the “Landlord Maintenance Contracts”). Landlord shall include the cost of the Landlord Maintenance Contracts in Operating Expenses and Tenant shall then pay Tenant’s Proportionate Share of such costs as determined by Landlord.

13.

A LTERATIONS AND S URRENDER .

13.1 C ONSENT OF L ANDLORD . Tenant shall not, without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion, make any alterations, improvements, additions, utility installations or repairs (other than as permitted in section 12) (hereinafter collectively referred to as "Alterations") in, on or about the Premises or the Project. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, retrieval or storage systems, carpeting or other floor covering, painting, window and wall coverings, electrical distribution systems, lighting fixtures, telephone or computer system 13 1.docx

wiring, HVAC and plumbing. All Alterations (including, without limitation, any repair and maintenance performed by Tenant in the Premises) must comply with Landlord’s sustainability practices, including any third-party rating system concerning the environmental compliance of the Building or the Premises, as the same may change from time to time. Tenant shall promptly report any lighting purchases to Landlord in a format suitable to Landlord in its reasonable discretion. At the expiration of the term, Landlord may require the removal of any Alterations installed by Tenant and the restoration of the Premises and the Project to their prior condition, at Tenant's expense. If, as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation, and such compliance requires Landlord to make any improvement or Alteration to any portion of the Project, as a condition to Landlord's consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any Alteration by Tenant the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such architect and contractor as has been expressly approved by Landlord, which approval shall not be unreasonable withheld, delayed or denied, and Landlord may require Tenant to provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic's and materialmen's liens and to insure completion of the work. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, which approval shall not be unreasonable withheld, delayed or denied, Landlord may, at any time during the Term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alternations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builders all risk" insurance in an amount approved by Landlord, workers compensation insurance and any other insurance requested by Landlord, in Landlord's sole discretion.

13.2 P ERMITS . Any Alterations in or about the Premises that Tenant shall desire to make shall be presented to Landlord in written form, with plans and specifications which are sufficiently detailed to obtain a building permit. If Landlord consents to an Alteration, the consent shall be deemed conditioned upon Tenant acquiring a building permit from the applicable governmental agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. Tenant shall provide Landlord with as-built plans and specifications for any Alterations made to the Premises.

13.3 M ECHANICS L IENS . Tenant shall pay promptly when due all charges for labor and materials in connection with any work done by or for Tenant or anyone claiming under Tenant. Tenant shall remove by payment, bonding or otherwise, within ten (10) days after its receipt of written notice thereof, all liens placed on the public record or in any way against Landlord’s interest (or the fee owner’s interest, if different to Landlord) in the Premises, the Building or the Project resulting from any act of Tenant or from labor or materials being alleged to have been supplied at the request of Tenant or anyone claiming under Tenant, failing which Landlord may remove such lien and collect all expenses incurred from Tenant as Additional Rent, including an administrative fee of ten percent (10%) of the amount of the lien. To extent allowable, and subject to the limitation of the Tenant’s liability, as move particularly set forth in Section 768.28, Florida Statutes, Tenant shall protect, defend, save harmless and indemnity Landlord and any fee owner of the Premises, Building or Project (if different from Landlord) from an against all losses, costs, claims, liabilities, injuries, expenses (including legal fees), lawsuits and damages arising out of any lien described above. NOTICE IS HEREBY GIVEN THAT LANDLORD IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES, MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING THE PREMISES OR ANY PART THEREOF, AND THAT NO CONSTRUCTION OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD (OR ANY FEE OWNER) IN AND TO THE PREMISES, THE BUILDING OR THE PROJECT. ALL MATERIALMEN, CONTRACTORS, LABORERS, OR OTHER PERSONS FURNISHING ANY SERVICES OR MATERIALS TO TENANT ARE HEREBY NOTIFIED THAT THEY MUST LOOK EXCLUSIVELY TO TENANT TO OBTAIN PAYMENT FOR SAME. TENANT SHALL DELIVER WRITTEN NOTICE OF THE PROVISION OF THIS SECTION TO ALL PERSONS PERFORMING WORK IN THE PREMISES. Pursuant to Florida Statutes 713.10, it is the intent of the parties hereto that Landlord’s interest (or the fee owner’s interest, if different than Landlord) in the Premises, the Building and the Project, shall not be subject to any liens filed because of or arising from Tenant’s failure to make payments in connection with any buildings or improvements installed or constructed on the Premises. Nothing contained in this Lease shall be construed to confer upon any party, including without limitation, materialmen and contractors, the right to file a mechanic’s or materialmen’s lien or other lien or any claim related thereto, nor to perform any labor or to furnish any materials for the account of Landlord in respect to the construction of any improvements, alterations or repairs to the Premises, the Building or the Project by Tenant, its employees, agents or contractors.

13.4 N OTICE . Tenant shall give Landlord not less than ten (10) days' advance written notice prior to the commencement of any work in the Premises by Tenant, and Landlord shall have the right to post notices of non- responsibility in or on the Premises or the Project.

13.5 S URRENDER . Subject to Landlord's right to require removal or to elect ownership as hereinafter provided, all Alterations made by Tenant to the Premises shall be the property of Tenant, but shall be considered to be a part of 14 1.docx

the Premises. Unless Landlord gives Tenant written notice of its election not to become the owner of the Alterations at the end of the Term of this Lease, the Alterations shall become the property of Landlord at the end of the Term of this Lease. Landlord may require, on notice to Tenant, that some or all Alterations be removed prior to the end of the Term of this Lease and that any damages caused by such removal be repaired at Tenant's sole expense. On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Premises (including, but not limited to, all doors, windows, floors and floor coverings, skylights, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, electrical systems, lighting facilities, sprinkler systems, fire detection systems and nonstructural elements of the exterior walls, foundation and roof (collectively the "Elements of the Premises") to Landlord in the same condition as received, ordinary wear and tear and casualty damage excepted, clean and free of debris and Tenant's personal property, trade fixtures and equipment and in accordance with the Move-Out Standards described on Exhibit “D” attached hereto. Tenant's personal property shall include all computer wiring and cabling installed by Tenant. Provided, however, if Landlord has not elected to have Tenant remove the Alterations, Tenant shall leave the Alterations at the Premises in good condition and repair, ordinary wear and tear excepted. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, furnishings and equipment. Damage to or deterioration of any Element of the Premises or any other item Tenant is required to repair or maintain at the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices. Tenant shall dispose of in an environmentally sustainable manner any equipment, furnishings, or materials no longer needed by Tenant and shall recycle or re-use in accordance with sustainability best practices similar to LEED-EB. If the Premises are not surrendered at the expiration of the term or earlier termination of this Lease in accordance with the provisions of this Section, at Landlord's option, Tenant shall continue to be responsible for the payment of Base Rent and all other amounts due under this Lease until the Premises are so surrendered in accordance with said provisions. To the extent allowable, and subject to the limitation of the Tenant’s liability, as move particularly set forth in Section 768.28, Florida Statutes, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all damages, expenses, costs, losses or liabilities arising from any delay by Tenant in so surrendering the Premises including, without limitation, any damages, expenses, costs, losses or liabilities arising from any claim against Landlord made by any succeeding tenant or prospective tenant founded on or resulting from such delay and losses and damages suffered by Landlord due to lost opportunities to lease any portion of the Premises to any such succeeding tenant or prospective tenant, together with, in each case, actual attorneys' fees and costs.

13.6 F AILURE OF T ENANT TO R EMOVE P ROPERTY . If this Lease is terminated due to the expiration of its term or otherwise, and Tenant fails to remove its property, in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant.

14.

D AMAGE AND D ESTRUCTION .

14.1 E FFECT OF D AMAGE OR D ESTRUCTION . If all or part of the Project is damaged by fire, earthquake, flood, explosion, the elements, riot, the release or existence of Hazardous Materials (as defined below) or by any other cause whatsoever (hereinafter collectively referred to as "damages"), but the damages are not material (as defined in Section 14.2 below), Landlord shall repair the damages to the Project as soon as is reasonably possible, and this Lease shall remain in full force and effect. If all or part of the Project is destroyed or materially damaged (as defined in Section 14.2 below), Landlord shall have the right, in its sole and complete discretion, to repair or to rebuild the Project or to terminate this Lease. Landlord shall within sixty (60) days after the discovery of such material damage or destruction notify Tenant in writing of Landlord's intention to repair or to rebuild or to terminate this Lease. Tenant shall in no event be entitled to compensation or damages on account of annoyance or inconvenience in making any repairs, or on account of construction, or on account of Landlord's election to terminate this Lease. Notwithstanding the foregoing, if Landlord shall elect to rebuild or repair the Project after material damage or destruction, but in good faith determines that the Premises cannot be substantially repaired within three hundred sixty (360) days after the date of the discovery of the material damage or destruction, based upon a written estimate from a reputable contractor, architect or engineer designated by Landlord, (“Casualty Repair Period”) without payment of overtime or other premiums; or the repair work cannot be completed within one hundred twenty (120) days from the time the repair work would commence; or the damage to the Project will render ten percent (10%) or more of the Premises unusable during said three hundred sixty (360) day period, Landlord shall notify Tenant thereof in writing at the time of Landlord's election to rebuild or repair, and Tenant shall thereafter have a period of thirty (30) (15) days within which Tenant may elect to terminate this Lease, upon thirty (30) days' advance written notice to Landlord. Tenant's termination right described in the preceding sentence shall not apply if the damage was caused by the negligent or intentional acts of Tenant or its employees, agents, contractors or invitees. Failure of Tenant to exercise said election within said fifteen (15) day period shall constitute Tenant's agreement to accept delivery of the Premises under this Lease whenever tendered by Landlord during the casualty repair period, provided Landlord thereafter pursues reconstruction or restoration diligently to completion. If Landlord is unable to repair the damage to the Premises or the Project during such Casualty Repair Period, Tenant shall have the right to terminate the Lease within thirty (30) days from the end of the Casualty Repair Period. Subject to Section 14.3 below, if Landlord or Tenant terminates this Lease in accordance with this Section 14.1, Tenant shall continue to pay all Base Rent, Operating Expenses and other amounts due hereunder which arise prior to the date of termination. 15 1.docx

14.2 D EFINITION OF M ATERIAL D AMAGE . Damage to the Project shall be deemed material if, in Landlord's reasonable judgment, the uninsured cost of repairing the damage will exceed Twenty-Five Thousand Dollars ($25,000). If insurance proceeds are available to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the damage to the Project, the damage shall be deemed material if the cost of repairing the damage exceeds One Hundred Thousand Dollars ($100,000). Damage to the Project shall also be deemed material if (a) the Project cannot be rebuilt or repaired to substantially the same condition it was in prior to the damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of any mortgage or deed of trust encumbering the Project requires that insurance proceeds available to repair the damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the repayment of the indebtedness secured by the mortgage or the deed of trust, or (c) the damage occurs during the last twelve (12) months of the Lease Term.

14.3 A BATEMENT OF R ENT . If Landlord elects to repair damage to the Project and all or part of the Premises will be unusable or inaccessible to Tenant in the ordinary conduct of its business until the damage is repaired, and the damage was not caused by the negligence or intentional acts of Tenant or its employees, agents, contractors or invitees, Tenant's Base Rent and Tenant's Share of Operating Expenses shall be abated until the repairs are completed in proportion to the amount of the Premises which is unusable or inaccessible to Tenant in the ordinary conduct of its business. Notwithstanding the foregoing, there shall be no abatement of Base Rent or Tenant's Share of Operating Expenses by reason of any portion of the Premises being unusable or inaccessible for a period equal to five (5) consecutive business days or less.

14.4 T ENANT ' S A CTS . If such damage or destruction occurs as a result of the negligence or the intentional acts of Tenant or Tenant's employees, agents, contractors or invitees, and the proceeds of insurance which are actually received by Landlord are not sufficient to pay for the repair of all of the damage, Tenant shall pay, at Tenant's sole cost and expense, to Landlord upon demand, the difference between the cost of repairing the damage and the insurance proceeds received by Landlord.

14.5 T ENANT ' S P ROPERTY . Landlord shall not be liable to Tenant or its employees, agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles, furniture, equipment, computers, files or other property (hereinafter collectively "Tenant's property") located at the Project. Tenant shall repair or replace all of Tenant's property at Tenant's sole cost and expense. Tenant acknowledges that it is Tenant's sole responsibility to obtain adequate insurance coverage to compensate Tenant for damage to Tenant's property.

14.6 W AIVER . Landlord and Tenant hereby waive the provisions of any present or future statutes which relate to the termination of leases when leased property is damaged or destroyed and agree that such event shall be governed by the terms of this Lease.

15. C ONDEMNATION . If any portion of the Premises or the Project are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the Premises or Project are taken by such condemnation as would substantially and adversely affect the operation and profitability of Tenant's business conducted from the Premises, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent and Operating Expenses shall be reduced in the proportion that the usable floor area of the Premises taken bears to the total usable floor area of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Tenant and no reduction of rent shall occur with respect thereto or by reason thereof. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the Premises or the Project. Any award for the taking of all or any part of the Premises or the Project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, for good will, for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant's removable personal property and for moving expenses. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the Project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation, repair any damage to the Project caused by such condemnation except to the extent that Tenant has been reimbursed therefor by the condemning authority. This Section, not general principles of law, shall govern the rights and obligations of Landlord and Tenant with respect to the condemnation of all or any portion of the Project.

16.

A SSIGNMENT AND S UBLETTING .

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16.1 L ANDLORD ' S C ONSENT R EQUIRED . Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises, and (i) a Hazardous Materials Disclosure Certificate substantially in the form of Exhibit E attached hereto (the "Transferee HazMat Certificate"). If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership, limited liability company, limited liability partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership, limited liability company, limited liability partnership or other entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, to extent allowable, and subject to the Tenant liability, as set forth in section 768.28, Florida Statutes, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

16.2 L EVERAGED B UY - OUT . The involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant's assets occurs, which results or will result in a reduction of the "Net Worth" of Tenant as hereinafter defined, by an amount equal to or greater than twenty-five percent (25%) of such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater, shall be considered to be an assignment of this Lease by Tenant to which Landlord may reasonably withhold its consent. "Net Worth" of Tenant for purposes of this Section shall be the net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied.

16.3 S TANDARD F OR A PPROVAL . Landlord shall not unreasonably withhold its consent to a Transfer provided that Tenant has complied with each and every requirement, term and condition of this Section 16. Tenant acknowledges and agrees that each requirement, term and condition in this Section 16 is a reasonable requirement, term or condition. It shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 16 is not complied with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord's reasonable judgment, a proposed assignee or subtenant has a smaller net worth than Tenant had on the date this Lease was entered into with Tenant or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee's or subtenant's business will impose a burden on the Project's parking facilities, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord's reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and containing such 17 1.docx

other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed assignee or subtenant will not be a use permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 17 at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed assignee or subtenant; (k) the assignee or subtenant is involved in a business which is not in keeping with the then-current standards of the Project; (l) the proposed assignee or subtenant is an existing tenant of the Project or is a person or entity then negotiating with Landlord for the lease of space in the Project; (m) the assignment or sublease will result in there being more than one subtenant of the Premises; (n) the assignee or subtenant is a governmental or quasi-governmental entity or an agency, department or instrumentality of a governmental or quasi-governmental agency; or (o) the assignee or subtenant will use, store or handle Hazardous Materials in or about the Premises of a type, nature, quantity not acceptable to Landlord, in Landlord's sole discretion; (p) the assignee or subtenant is a person or entity to whom Landlord has agreed not to lease space in the Project pursuant to a lease with another tenant; or (q) the proposed use or operation in the Premises by the proposed assignee or subtenant may or will cause the Building or any part thereof not to conform with the Landlord’s Sustainability Practices.

16.4 Transfer:

A DDITIONAL T ERMS AND C ONDITIONS . The following terms and conditions shall be applicable to any

(a) Regardless of Landlord's consent, no Transfer shall release Tenant from Tenant's obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder and to perform all other obligations to be performed by Tenant hereunder or release any guarantor from its obligations under its guaranty.

(b) Landlord may accept rent from any person other than Tenant pending approval or disapproval of an assignment or subletting.

(c) Neither a delay in the approval or disapproval of a Transfer, nor the acceptance of rent, shall constitute a waiver or estoppel of Landlord's right to exercise its rights and remedies for the breach of any of the terms or conditions of this Section 16.

(d) The consent by Landlord to any Transfer shall not constitute a consent to any subsequent Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant. However, Landlord may consent to subsequent Transfers or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease.

(e) In the event of any default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of this Lease, including any subtenant or assignee, without first exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.

(f) Landlord's written consent to any Transfer by Tenant shall not constitute an acknowledgment that no default then exists under this Lease nor shall such consent be deemed a waiver of any then-existing default.

(g) The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment or subletting was materially false shall, at Landlord's election, render Landlord's consent null and void.

(h)

Landlord shall not be liable under this Lease or under any sublease to any subtenant.

(i)

No assignment or sublease may be modified or amended without Landlord's prior written consent.

(j) The occurrence of a transaction described in Section 16.2 shall give Landlord the right (but not the obligation) to require that Tenant immediately provide Landlord with an additional security deposit equal to twelve (12) times the monthly Base Rent payable under the Lease, and Landlord may make its receipt of such amount a condition to Landlord's consent to such transaction.

(k) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, other than such obligations as are contrary or inconsistent with provisions of an assignment or sublease to which Landlord has specifically consented in writing.

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(l) At Landlord's request, Tenant shall deliver to Landlord, Landlord's standard consent to assignment or consent to sublease agreement, as applicable, executed by Tenant, the assignee and the subtenant, as applicable.

16.5 A DDITIONAL T ERMS AND C ONDITIONS A PPLICABLE TO S UBLETTING . The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until a default shall occur in the performance of Tenant's obligations under this Lease, Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a subtenant, be deemed to have assumed or recognized any sublease or to be liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant's obligations to such subtenant under such sublease, including, but not limited to, Tenant's obligation to return any security deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant's obligations under this Lease, to pay to Landlord the rents due as they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice or claim from Tenant to the contrary.

(b) In the event Tenant shall default in the performance of its obligations under this Lease, Landlord, at its option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant under such sublease from the time of the exercise of said option to the termination of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for any other prior defaults of Tenant under such sublease.

16.6 T RANSFER P REMIUM FROM A SSIGNMENT OR S UBLETTING . Landlord shall be entitled to receive from Tenant (as and when received by Tenant) as an item of additional rent the following amounts (hereinafter the Transfer Premium): (a) if a sublease is for less than fifty percent (50%) of the usable square feet in the Premises, one-half of all amounts received by Tenant from the subtenant in excess of the amounts payable by Tenant to Landlord hereunder or (b) if a sublease is for fifty percent (50%) or more of the usable square feet in the Premises or Tenant assigns the Lease, all amounts received by Tenant from the subtenant or assignee in excess of the amounts payable by Tenant to Landlord hereunder. The Transfer Premium shall be reduced by the reasonable brokerage commissions and legal fees actually paid by Tenant in order to assign the Lease or to sublet a portion of the Premises. "Transfer Premium" shall mean all Base Rent, additional rent or other consideration of any type whatsoever payable by the assignee or subtenant in excess of the Base Rent and additional rent payable by Tenant under this Lease. If less than all of the Premises is transferred, the Base Rent and the additional rent shall be determined on a per-leasable-square-foot basis. "Transfer Premium" shall also include, but not be limited to, key money and bonus money paid by the assignee or subtenant to Tenant in connection with such Transfer, and any payment in excess of fair-market value for services rendered by Tenant to the assignee or subtenant or for assets, fixtures, inventory, equipment or furniture transferred by Tenant to the assignee or subtenant in connection with such Transfer.

16.7 L ANDLORD ' S O PTION TO R ECAPTURE S PACE . Notwithstanding anything to the contrary contained in this Section 16, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any request by Tenant to assign this Lease or to sublease space in the Premises, to terminate this Lease with respect to said space as of the date thirty (30) days after Landlord's election. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent, Operating Expenses and the number of parking spaces Tenant may use shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the original Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of same. If Landlord recaptures only a portion of the Premises, it shall construct and erect at its sole cost such partitions as may be required to sever the space to be retained by Tenant from the space recaptured by Landlord. Landlord may, at its option, lease any recaptured portion of the Premises to the proposed subtenant or assignee or to any other person or entity without liability to Tenant. Tenant shall not be entitled to any portion of the profit, if any, Landlord may realize on account of such termination and reletting. Tenant acknowledges that the purpose of this Section is to enable Landlord to receive profit in the form of higher rent or other consideration to be received from an assignee or subtenant, to give Landlord the ability to meet additional space requirements of other tenants of the Project and to permit Landlord to control the leasing of space in the Project. Tenant acknowledges and agrees that the requirements of this Section are commercially reasonable and are consistent with the intentions of Landlord and Tenant.

16.8 L ANDLORD ' S E XPENSES . In the event Tenant shall assign this Lease or sublet the Premises or request the consent of Landlord to any Transfer, then Tenant shall pay Landlord's reasonable costs and expenses incurred in

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connection therewith, including, but not limited to, attorneys', architects', accountants', engineers' or other consultants' fees, not to exceed $ 3,500.00.

17.

D EFAULT ; R EMEDIES .

17.1 D EFAULT BY T ENANT . Landlord and Tenant hereby agree that the occurrence of any one or more of the following events is a default by Tenant under this Lease and that said default shall give Landlord the rights described in Section 17.2. Landlord or Landlord's authorized agent shall have the right to execute and to deliver any notice of default, notice to pay rent or quit or any other notice Landlord gives Tenant.

(a) Tenant's failure to make any payment of Base Rent, Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of Real Property Taxes or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of five business (5) days after written notice thereof from Landlord to Tenant.

(b) The abandonment of the Premises by Tenant for a period in excess of sixty (60) days and Tenant failing to resume use of the Premises following thirty (30) days written notice from Landlord, in which event Landlord shall not be obligated to give any notice of default to Tenant.

(c) The failure of Tenant to comply with any of its obligations under Sections 4, 10, 12, 13, 16, 19, 23, 25, 26, 27 and 28 where Tenant fails to comply with its obligations or fails to cure any earlier breach of such obligation within thirty (30) days following written notice from Landlord to Tenant.

(d) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant (other than those referenced in Sections 17.1(a), (b) and (c), above), where such failure shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's nonperformance is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion.

(e) (i) The making by Tenant or any guarantor of Tenant's obligations hereunder of any general arrangement or general assignment for the benefit of creditors; (ii) Tenant or any guarantor becoming a "debtor" as defined in 11 U.S.C. 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant or guarantor, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; or (v) the insolvency of Tenant. In the event that any provision of this Section 17.1(e) is unenforceable under applicable law, such provision shall be of no force or effect.

(f) The discovery by Landlord that any financial statement, representation or warranty given to Landlord by Tenant, or by any guarantor of Tenant's obligations hereunder, was materially false at the time given. Tenant acknowledges that Landlord has entered into this Lease in material reliance on such information.

(g) If Tenant is a corporation, partnership, limited liability company or similar entity, the dissolution or liquidation of Tenant.

(h) If Tenant's obligations under this Lease are guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the guaranty, or (v) a guarantor's breach of its guaranty obligation on an anticipatory breach basis. 17.2 R EMEDIES .

(a) In the event of any default or breach of this Lease by Tenant which has not been cured by Tenant with the applicable cure period, Landlord may, at any time thereafter, with notice or demand, but without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default:

(i) terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease and the Term hereof shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord may recover from Tenant (A) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (B) 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; (C) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that 20 1.docx

Tenant proves could have been reasonably avoided; and (D) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of releasing, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, any real estate commissions actually paid by Landlord and the unamortized value of any free rent, reduced rent, tenant improvement allowance or other economic concessions provided by Landlord. The "worth at time of award" of the amounts referred to in Section 17.2(a)(i)(A) and (B) shall be computed by allowing interest at the lesser of ten percent (10%) per annum or the maximum interest rate permitted by applicable law. The worth at the time of award of the amount referred to in Section 17.2(a)(i)(C) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of Richmond at the time of award plus one percent (1%). For purposes of this Section 17.2(a)(i), "rent" shall be deemed to be all monetary obligations required to be paid by Tenant pursuant to the terms of this Lease.

(ii) maintain Tenant's right of possession, in which event Landlord shall have the remedy to continue this Lease in effect after Tenant's breach and abandonment and recover rent as it becomes due. In the event Landlord elects to continue this Lease in effect, Tenant shall have the right to sublet the Premises or assign Tenant's interest in the Lease subject to the reasonable requirements contained in Section 16 of this Lease and provided further that Landlord shall not require compliance with any standard or condition contained in Section 16 that has become unreasonable at the time Tenant seeks to sublet or assign the Premises pursuant to this Section 17.2(a)(ii).

(iii) collect sublease rents (or appoint a receiver to collect such rent) and otherwise perform Tenant's obligations at the Premises, it being agreed, however, that the appointment of a receiver for Tenant shall not constitute an election by Landlord to terminate this Lease.

(iv) pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises are located.

(b) No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. The expiration or termination of this Lease and/or the termination of Tenant's right to possession of the Premises shall not relieve Tenant of liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term of the Lease or by reason of Tenant's occupancy of the Premises.

(c) If Tenant abandons or vacates the Premises, Landlord may re-enter the Premises, and such re- entry shall not be deemed to constitute Landlord's election to accept a surrender of the Premises or to otherwise relieve Tenant from liability for its breach of this Lease. No surrender of the Premises shall be effective against Landlord unless Landlord has entered into a written agreement with Tenant in which Landlord expressly agrees to (i) accept a surrender of the Premises and (ii) relieve Tenant of liability under the Lease. The delivery by Tenant to Landlord of possession of the Premises shall not constitute the termination of the Lease or the surrender of the Premises.

17.3 D EFAULT BY L ANDLORD . Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord and to the holder of any mortgage or deed of trust encumbering the Project whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its cure, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently pursues the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies shall be limited to damages and/or an injunction. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Landlord's performance shall be extended for the period of any such delay. Any claim, demand, right or defense by Tenant that arises out of this Lease or the negotiations which preceded this Lease shall be barred unless Tenant commences an action thereon, or interposes a defense by reason thereof, within six (6) months after the date of the inaction, omission, event or action that gave rise to such claim, demand, right or defense.

17.4 L ATE C HARGES . Tenant hereby acknowledges that late payment by Tenant to Landlord of Base Rent, Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of Real Property Taxes or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed encumbering the Project. Accordingly, if any installment of Base Rent, Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of Real Property Taxes or any other sum due from Tenant shall not be received by Landlord within five (5) days of, when such amount shall be due, then, without any requirement for notice or demand to Tenant, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment 21 1.docx

by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder, including the assessment of interest under Section 17.5.

17.5 I NTEREST ON P AST -D UE O BLIGATIONS . Except as expressly herein provided, any amount due to Landlord that is not paid when due shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate permitted by applicable law. Payment of such interest shall not excuse or cure any default by Tenant under this Lease; provided, however, that interest shall not be payable on late charges incurred by Tenant nor on any amounts upon which late charges are paid by Tenant.

17.6 P AYMENT OF R ENT AND S ECURITY D EPOSIT AFTER D EFAULT . If Tenant fails to pay Base Rent, Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of Real Property Taxes, parking charges or any other monetary obligation due hereunder on the date it is due, after Tenant's third failure to pay any monetary obligation on the date it is due, at Landlord's option, all monetary obligations of Tenant hereunder shall thereafter be paid by wire transfer or cashier's check, and Tenant shall, upon demand, provide Landlord with an additional security deposit equal to three (3) months' Base Rent. If Landlord has required Tenant to make said payments by wire transfer or cashier's check or to provide an additional security deposit, Tenant's failure to make a payment by wire transfer or cashier's check or to provide the additional security deposit shall be a material default hereunder.

18. L ANDLORD ' S R IGHT TO C URE D EFAULT ; P AYMENTS BY T ENANT . All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of rent. If Tenant shall fail to perform any of its obligations under this Lease, Landlord may, but shall not be obligated to, after thirty (30) days' prior written notice to Tenant, make any such payment or perform any such act on Tenant's behalf without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder. Tenant shall pay to Landlord, within thirty (30) days after delivery by Landlord to Tenant of statements and any relevant backup receipts therefore, an amount equal to the expenditures reasonably made by Landlord in connection with the remedying by Landlord of Tenant's defaults pursuant to the provisions of this Section.

19. I NDEMNITY . To extent all allowable, and subject to the limits on Tenant’s liability, as set forth in section 768.28, Florida Statutes, Tenant hereby agrees to indemnify, defend and hold harmless Landlord and its employees, partners, agents, property managers, lenders and ground lessors (said persons and entities are hereinafter collectively referred to as the "Indemnified Parties” or “Landlord Parties") from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, cost of consultants and experts, reasonable attorneys fees, court costs and other legal expenses, effects of environmental contamination, cost of environmental testing, removal, remediation and/or abatement of Hazardous Materials (as said term are defined below), insurance policy deductibles and other expenses (hereinafter collectively referred to as "Damages") arising out of or related to an Indemnified Matter (as defined below). For purposes of this Section, an "Indemnified Matter" shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, directly or indirectly, (a) Tenant's or its employees', agents', contractors' or invitees' (all of said persons or entities are hereinafter collectively referred to as "Tenant Parties") use or occupancy of the Premises or the Project, excluding damages arising out of or related to the negligence or willful misconduct of the Indemnified Parties and their contractors, (b) any act, omission or neglect of a Tenant Party, (c) Tenant's failure to perform any of its obligations under the Lease, (d) the existence, use or disposal of any Hazardous Materials (as defined below) brought on to the Project by a Tenant Party or (e) any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. Tenant's obligations hereunder shall include, but shall not be limited to (f) compensating the Indemnified Parties for Damages arising out of Indemnified Matters and (g) providing a defense, with Tenant’s in-house Assistant City Attorneys or, at Tenant’s option, an outside counsel reasonably satisfactory to the Indemnified Party, at Tenant's sole expense, within ten (10) days after written demand from the Indemnified Party, of any claims, action or proceeding arising out of or relating to an Indemnified Matter whether or not litigated or reduced to judgment and whether or not well founded. The Indemnified Parties shall not be bound by any compromise or settlement of damages arising out of an Indemnified Matter without the prior written consent of such Indemnified Party. This indemnity is intended to apply to the fullest extent permitted by applicable law; provided however, in no event shall Tenant be liable under this Section 19 in an amount greater than that permitted by Florida Statutes Section 768.28, as may be amended from time to time. Tenant's obligations under this Section shall survive the expiration or termination of this Lease.

20. E XEMPTION OF L ANDLORD FROM L IABILITY . Tenant hereby agrees that Landlord Parties shall not be liable for injury to Tenant's business or any loss of income therefrom or for loss of or damage to the merchandise, tenant improvements, fixtures, furniture, equipment, computers, files, automobiles, or other property of Tenant, Tenant's employees, agents, contractors or invitees, or any other person in or about the Project, nor shall Landlord Parties be liable for injury to the person of Tenant, Tenant's employees, agents, contractors or invitees, whether such damage or injury is caused by or results from any cause whatsoever including, but not limited to, theft, criminal activity at the Project, negligent security measures, bombings or bomb scares, acts of terrorism, Hazardous Materials, fire, steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or upon other portions of the Project, or from 22 1.docx

other sources or places, or from new construction or the repair, alteration or improvement of any part of the Project, except however, to the extend, the cause of the damage or injury arises out of the active negligence, passive negligence or intentional acts of Landlord Parties and their contractors. Landlord Parties shall not be liable for any damages arising from any act or neglect of any employees, agents, contractors or invitees of any other tenant, occupant or user of the Project, nor from the failure of Landlord Parties to enforce the provisions of the lease of any other tenant of the Project. Tenant, as a material part of the consideration to Landlord hereunder, hereby assumes all risk of damage to Tenant's property or business or injury to persons, in, upon or about the Project arising from any cause, except to the extent such damage or injury arises from the negligence of Landlord Parties and their contractor.

21. L ANDLORD ' S L IABILITY . Tenant acknowledges that Landlord shall have the right to transfer all or any portion of its interest in the Project and to assign this Lease to the transferee. Tenant agrees that in the event of such a transfer Landlord shall automatically be released from all liability under this Lease; and Tenant hereby agrees to look solely to Landlord's transferee for the performance of Landlord's obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant's security deposit to Tenant or transfer Tenant's security deposit to Landlord's transferee and, in either event, Landlord shall have no further liability to Tenant for the return of its security deposit. Subject to the rights of any lender holding a mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to look solely to Landlord's equity interest in the Project for the collection of any judgment requiring the payment of money by Landlord arising out of (a) Landlord's failure to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by Tenant against Landlord. No partner, employee or agent of Landlord shall be personally liable for the performance of Landlord's obligations hereunder or be named as a party in any lawsuit arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute personal obligations of the individual partners of Landlord, if any, and Tenant shall not seek recourse against the individual partners of Landlord or their assets.

22. S IGNS . Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners or painting, or erect or install any signs, windows or door lettering, placards, decorations or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord's prior written consent, which may be given or withheld in Landlord's sole discretion. Upon vacation of the Premises, Tenant shall remove all signs and repair, paint and/or replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for signs and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord's approval and conform in all respects to Landlord's requirements. At the expiration or earlier termination of the Lease, Landlord shall have the right to require Tenant to remove its exterior signage and restore any damage to the Building caused by the installation or removal of such signage, all at Tenant's sole cost and expense. Tenant, at Tenant’s sole cost, shall be responsible for providing for the ongoing maintenance of such sign. The signage rights granted to Tenant in this Paragraph are personal to the original Tenant and may not be assigned by or to any other person or entity.

23. P ARKING . During the term and subject to the rules and regulations attached hereto as Exhibit "C," as modified by Landlord from time to time (the "Rules"), Tenant shall be entitled to use the number of parking spaces set forth in Section 1.13 in the Common Area parking lot of the Project. Tenant's parking rights are in common with the parking rights of any other tenants of the Project, and all of Tenant's parking spaces are unreserved parking spaces. Landlord reserves the right at any time to designate areas in the Common Areas where Tenant may or may not park. If Tenant commits or allows in the parking lot any of the activities prohibited by the Lease or the Rules, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord. Tenant's parking rights are the personal rights of Tenant, and Tenant shall not transfer, assign or otherwise convey its parking rights separate and apart from this Lease. All parking spaces may only be used for parking vehicles no larger than full-size passenger automobiles or pick-up trucks. Landlord, in addition to its other remedies, shall have the right to remove or tow away any other vehicles. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities.

24. B ROKER ' S F EE . Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder other than the persons, if any, listed in Section 1.14, in connection with the negotiation of this Lease, and no other broker, person, or entity is entitled to any commission or finder's fee in connection with the negotiation of this Lease, and Tenant (to extent allowable, and subject to the limitation or the Tenant’s liability, as set forth in Section 768.28, Florida Statutes) and Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys' fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party 23 1.docx

by reason of any dealings, actions or agreements of the indemnifying party. The commission payable to Landlord's broker with respect to this Lease shall be pursuant to the terms of the separate commission agreement in effect between Landlord and Landlord's broker. Landlord's broker shall pay a portion of its commission to Tenant's broker, if so provided in any agreement between Landlord's broker and Tenant's broker. Nothing in this Lease shall impose any obligation on Landlord to pay a commission or fee to any party other than Landlord's broker.

25.

E STOPPEL C ERTIFICATE .

25.1 D ELIVERY OF C ERTIFICATE . Tenant shall from time to time, upon not less than ten (10) business days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying such information as Landlord may reasonably request including, but not limited to, the following: (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), (b) the date to which the Base Rent and other charges are paid in advance and the amounts so payable, (c) that there are not, to Tenant's best, actual knowledge, but without further or independent inquiry, any uncured defaults or unfulfilled obligations on the part of Landlord, or specifying such defaults or unfulfilled obligations, if any are claimed; also starting that Tenant does not waive any default not known to Tenant, one which could arise thereafter, or the right to enforce any term, covenant or provision of the Lease with respect to any such unknown or future default. (d) that all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord's obligations, and (e) that Tenant has taken possession of the Premises. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Project.

25.2 F AILURE TO D ELIVER C ERTIFICATE . The failure of Tenant to deliver such statement, following a second similar written request shall be conclusive upon Tenant that (a) this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) there are no uncured defaults in Landlord's performance, (c) not more than one month's Base Rent has been paid in advance, (d) all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord's obligations, and (e) Tenant has taken possession of the Premises. Acceptance by Landlord of a late estoppel certificate shall control over the foregoing.

26. F INANCIAL I NFORMATION . From time to time, at Landlord's request, Tenant shall cause the following financial information to be delivered to Landlord, at Tenant's sole cost and expense, upon not less than ten (10) days' advance written notice from Landlord: (a) a current financial statement for Tenant and Tenant's financial statements for the previous two accounting years, (b) a current financial statement for any guarantor(s) of this Lease and the guarantor'(s) financial statements for the previous two accounting years and (c) such other financial information pertaining to Tenant or any guarantor as Landlord or any lender or purchaser of Landlord may reasonably request. All financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Tenant hereby authorizes Landlord, from time to time, without notice to Tenant, to obtain a credit report or credit history on Tenant from any credit reporting company. Notwithstanding the foregoing, Tenant shall only be required to provide any additional financial statements available on Tenant’s website, in the form maintained on Tenant’s website in the ordinary course of Tenants business as a Florida municipal corporation.

27.

E NVIRONMENTAL M ATTERS /H AZARDOUS M ATERIALS .

27.1 H AZARDOUS M ATERIALS D ISCLOSURE C ERTIFICATE . Prior to executing this Lease, Tenant has delivered to Landlord Tenant's executed initial Hazardous Materials Disclosure Certificate (the "Initial HazMat Certificate"), a copy of which is attached hereto as Exhibit “E”. Tenant covenants, represents and warrants to Landlord that the information in the Initial HazMat Certificate is true and correct and accurately describes the use(s) of Hazardous Materials which will be made and/or used on the Premises by Tenant. Tenant shall, commencing with the date which is one year from the Commencement Date and continuing every year thereafter, deliver to Landlord an executed Hazardous Materials Disclosure Certificate (the "HazMat Certificate") describing Tenant's then-present use of Hazardous Materials on the Premises, and any other reasonably necessary documents and information as requested by Landlord. The HazMat Certificates required hereunder shall be in substantially the form attached hereto as Exhibit E.

27.2 D EFINITION OF H AZARDOUS M ATERIALS . As used in this Lease, the term “Hazardous Materials” shall mean and include (a) any hazardous or toxic wastes, materials or substances, and other pollutants or contaminants, which are or become regulated by any Environmental Laws (defined below); (b) petroleum, petroleum by-products, crude oil or any fraction thereof; (c) asbestos and asbestos-containing material, in any form, whether friable or non-friable; (d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead-containing materials; (g) any other material, waste or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest sense, and are defined or become defined by any Environmental Law; or (h) any materials which cause or threatens to cause a nuisance upon or waste to any portion of the Project or any surrounding property; or poses or threatens to pose a hazard to the health and safety of persons on the Premises, any other portion of the Project or any surrounding property. For purposes of this Lease, the term Hazardous Materials shall not include nominal amounts of ordinary household cleaners, office supplies and janitorial supplies which are not actionable under any Environmental Laws. 24 1.docx

Additionally, and not withstanding anything to the contrary in this Section 27 or anywhere else in this Lease, Tenant shall be permitted to have gasoline or diesel fuel in vehicles stored at the Premises, provided Tenant shall install fire retardant floor coverings and complies with all applicable fire codes and other applicable laws. Tenant shall store any separate containers of gasoline or diesel fuel in a fire-retardant cabinet.

27.3 P ROHIBITION ; E NVIRONMENTAL L AWS . Tenant shall not be entitled to use or store any Hazardous Materials on, in, or about any portion of the Premises and the Project without, in each instance, obtaining Landlord's prior written consent thereto. If Landlord, in its sole discretion, consents to any such usage or storage, then Tenant shall be permitted to use and/or store only those Hazardous Materials that are necessary for Tenant's business and to the extent disclosed in the HazMat Certificate and as expressly approved by Landlord in writing. Any such usage and storage may only be to the extent of the quantities of Hazardous Materials as specified in the then-applicable HazMat Certificate as expressly approved by Landlord. In all events such usage and storage must at all times be in full compliance with any and all local, state and federal environmental, health and/or safety-related laws, statutes, orders, standards, courts' decisions, ordinances, rules and regulations (as interpreted by judicial and administrative decisions), decrees, directives, guidelines, permits or permit conditions, currently existing and as amended, enacted, issued or adopted in the future which are or become applicable to Tenant or all or any portion of the Premises (collectively, the "Environmental Laws") and in compliance with the recommendations of Landlord's consultants. Tenant agrees that any changes to the type and/or quantities of Hazardous Materials specified in the most recent HazMat Certificate may be implemented only with the prior written consent of Landlord, which consent may not be unreasonably withheld. Except as authorized in this Lease, Tenant shall not be entitled nor permitted to install any tanks under, on or about the Premises for the storage of Hazardous Materials without the express written consent of Landlord, which consent shall not be withheld. Landlord shall have the right, in Landlord's sole discretion, and at its sole cost, upon a minimum of 48 hours notice during the Term of this Lease Mondays through Fridays and accompanied by Tenant’s staff to (i) inspect the Premises, (ii) conduct tests and investigations to determine whether Tenant is in compliance with the provisions of this Section 27 or to determine if Hazardous Materials are present in, on or about the Project, (iii) request lists of all Hazardous Materials used, stored or otherwise located on, under or about any portion of the Premises and/or the Common Areas, and (iv) to require Tenant to complete a survey of its use, storage and handling of Hazardous Materials in the Premises, using a form and following procedures designated by Landlord, in Landlord's reasonable discretion (the "Survey"). If as a result of an inspection, test or Survey Landlord determines, in Landlord's reasonable discretion, that Tenant should implement or perform safety, security or compliance measures, Tenant shall within thirty (30) days after written request by Landlord perform such measures, at Tenant's sole cost and expense. The aforementioned rights granted herein to Landlord and its representatives shall not create (a) a duty on Landlord's part to inspect, test, investigate, monitor or otherwise observe the Premises or the activities of Tenant and Tenant Parties with respect to Hazardous Materials, including without limitation, Tenant's operation, use and any remediation relating thereto, or (b) liability on the part of Landlord and its representatives for Tenant's use, storage, disposal or remediation of Hazardous Materials, it being understood that Tenant shall be solely responsible for all liability in connection therewith. In the event that Landlord does not approve Tenant’s HazMat Certificate or requires that Tenant remove items stored in the Premises under this Section 27.3, Tenant shall have the right to terminate this Lease. Tenant shall remove any content not approved by Landlord and will be given six (6) months to relocate.

27.4 T ENANT ' S E NVIRONMENTAL O BLIGATIONS . During the Term, Tenant shall give to Landlord immediate verbal and follow-up written notice of any spills, releases, discharges, disposals, emissions, migrations, removals or transportation of Hazardous Materials on, under or about any portion of the Premises or in any Common Areas; provided that Tenant has actual, implied or constructive knowledge of such event(s). Tenant, at its sole cost and expense, covenants and warrants to promptly investigate, clean up, remove, restore and otherwise remediate (including, without limitation, preparation of any feasibility studies or reports and the performance of any and all closures) any spill, release, discharge, disposal, emission, migration or transportation of Hazardous Materials arising from or related to the intentional or negligent acts or omissions of Tenant or Tenant Parties (“Tenant-Created Contamination”) such that the affected portions of the Project and any adjacent property are returned to the condition existing prior to the appearance of such Hazardous Materials. Any such investigation, clean up, removal, restoration and other remediation shall only be performed after Tenant has obtained Landlord's prior written consent, which consent shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on any portion of the Project. Notwithstanding the foregoing, Tenant shall be entitled to respond immediately to an emergency caused by a Tenant-Created Contamination without first obtaining Landlord's prior written consent. Tenant, at its sole cost and expense, shall conduct and perform, or cause to be conducted and performed, all closures as required by any Environmental Laws or any agencies or other governmental authorities having jurisdiction thereof in connection with a Tenant-Created Contamination. If Tenant fails to so promptly investigate, clean up, remove, restore, provide closure or otherwise so remediate, Landlord may, but without obligation to do so, take any and all steps necessary to rectify the same, and Tenant shall promptly reimburse Landlord, upon demand, for all costs and expenses to Landlord of performing investigation, cleanup, removal, restoration, closure and remediation work. All such work undertaken by Tenant, as required herein, shall be performed in such a manner so as to enable Landlord to make full economic use of the Premises and other portions of the Project after the satisfactory completion of such work.

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27.5 E NVIRONMENTAL I NDEMNITY . In addition to Tenant's other indemnity obligations under this Lease, to the extent allowable and subject to the limits or Tenant’s liability, as set forth in Section 768.28, Florida Statutes, Tenant agrees to, and shall, protect, indemnify, defend (with in house Assistant City Attorneys; or outside counsel acceptable to Landlord) and hold Landlord and the other Landlord Parties harmless from and against any and all loss, cost, damage, liability or expense made known at any time during or after the Term of this Lease in connection with or related to, the use, presence, transportation, storage, disposal, migration, removal, spill, release or discharge of Hazardous Materials on, in or about any portion of the Project as a result of the intentional or negligent acts or omissions of Tenant or Tenant Parties during the Term. Neither the written consent of Landlord to the presence, use or storage of Hazardous Materials in, on, under or about any portion of the Project nor the strict compliance by Tenant with all Environmental Laws shall excuse Tenant from its obligations of indemnification pursuant hereto. Tenant shall not be relieved of its indemnification obligations under the provisions of this Section 27.5 due to Landlord's status as either an "owner" or "operator" under any Environmental Laws. Tenant's obligations and liabilities pursuant to the provisions of this Section 27 shall survive the expiration or earlier termination of this Lease.

27.6 S URVIVAL . Tenant's obligations and liabilities pursuant to the provisions of this Section 27 shall survive the expiration or earlier termination of this Lease.

28.

S UBORDINATION .

28.1 E FFECT OF S UBORDINATION . This Lease, and any Option (as defined below) granted hereby, upon Landlord's written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust or any other hypothecation or security now or hereafter placed upon the Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Tenant's right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. At the request of any mortgagee, trustee or ground lessor, Tenant shall attorn such person or entity. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event of the foreclosure of a security device, the new owner shall not (a) be liable for any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit.

28.2 E XECUTION OF D OCUMENTS . Tenant agrees to execute and acknowledge any documents Landlord reasonably requests Tenant execute to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be; subject to review and reasonable approval of the Terms contained therein. Tenant's failure to review and execute a reasonably acceptable document within ten (10) business days after written demand, followed by a second similar demand upon expiration of the first demand and advising that Landlord intends to execute for Tenant if document is not provided at Landlord's option, Landlord may accept such documents late or Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. In such case, Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead to execute such documents in accordance with this Section. 29. O PTIONS .

29.1 D EFINITION . As used in this Lease, the word "Option" has the following meaning: (1) the right or option to extend the Term of this Lease or to renew this Lease, (2) the option or right of first refusal to lease the Premises or the right of first offer to lease the Premises or the right of first refusal to lease other space within the Project or the right of first offer to lease other space within the Project, and (3) the right or option to terminate this Lease prior to its expiration date or to reduce the size of the Premises. Any Option granted to Tenant by Landlord must be evidenced by a written option agreement attached to this Lease as a rider or addendum or said option shall be of no force or effect. For purposes of this section, an Option shall also include any Option contained in any subsequent amendment to this Lease.

29.2 O PTIONS P ERSONAL . Each Option granted to Tenant in this Lease, if any, is personal to the original Tenant and may be exercised only by the original Tenant while occupying the entire Premises and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, including, without limitation, any permitted transferee as defined in Section 16. The Options, if any, herein granted to Tenant are not assignable separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or otherwise. If at any time an Option is exercisable by Tenant, the Lease has been assigned or a sublease exists as to any portion of the Premises, the Option shall be deemed null and void and neither Tenant nor any assignee or subtenant shall have the right to exercise the Option.

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29.3 M ULTIPLE O PTIONS . In the event that Tenant has multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Option to extend or renew this Lease has been so exercised.

29.4 E FFECT OF D EFAULT ON O PTIONS . Tenant shall have no right to exercise an Option (i) during the time commencing from the date Landlord gives to Tenant a notice of default pursuant to Section 17.1 and continuing until the noncompliance alleged in said notice of default is cured, or (ii) if Tenant is in default of any of the terms, covenants or conditions of this Lease. The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise an Option because of the provisions of this Section.

29.5 L IMITATIONS ON O PTIONS . Notwithstanding anything to the contrary contained in any rider or addendum to this Lease, any options, rights of first refusal or rights of first offer granted hereunder shall be subject and secondary to Landlord's right to first offer and lease any such space to any tenant who is then occupying or leasing such space at the time the space becomes available for leasing and shall be subject and subordinated to any other options, rights of first refusal or rights of first offer previously given to any other person or entity.

29.6 G UARANTEES . Notwithstanding anything to the contrary contained in any rider or addendum to this Lease, Tenant's right to exercise and the effectiveness of an Option is conditioned upon Landlord's receipt from any prior tenant that has not been expressly released from liability under this Lease, and any guarantor of any obligation of Tenant under this Lease, of a written agreement reaffirming such person's obligations under this Lease or the guaranty, as modified by Tenant's exercise of the Option.

29.7 N OTICE OF E XERCISE OF O PTION . Notwithstanding anything to the contrary contained in Section 43, Tenant shall give written notice exercising the Option using certified mail return receipt requested or some other method where the person delivering the package containing the notice obtains a signature of the person accepting the package containing the notice (e.g., by FedEx with the requirement that the FedEx delivery person obtain a signature from the person accepting the package). It shall be the obligation of Tenant to prove that Landlord received the notice exercising the Option in a timely manner.

30. L ANDLORD R ESERVATIONS . Landlord shall have the right: (a) to change the name and address of the Project or Building upon not less than ninety (90) days prior written notice; (b) to permit any tenant the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and (c) to place signs, notices or displays upon the roof, interior or exterior of the Building or Common Areas of the Project. Landlord reserves the right to use the exterior walls of the Premises, and the area beneath, adjacent to and above the Premises together with the right to install, use, maintain and replace equipment, machinery, pipes, conduits and wiring through the Premises, which serve other parts of the Project provided that Landlord's use does not unreasonably interfere with Tenant's use of the Premises. In addition, Landlord shall have the right to install on-site power generation (i.e., solar or small wind) and/or storage (batteries) at the Building, including the roof of said Building, or Project. Tenant agrees to cooperate with Landlord, including accessibility in connection with the evaluation, location and the installation and on- going operation of such on-site power and/or storage. Tenant shall have no right to any renewable energy credits or similar resulting from on-site energy generation or storage, even if Tenant uses such energy. Landlord may retain, retire or assign such renewable energy credits in Landlord’s sole discretion,

31. C HANGES TO P ROJECT . Landlord shall have the right, in Landlord's sole discretion, from time to time, to make changes to the size, shape, location, number and extent of the improvements comprising the Project (hereinafter referred to as "Changes") including, but not limited to, the interior and exterior of buildings, the Common Areas, HVAC, electrical systems, communication systems, fire protection and detection systems, plumbing systems, security systems, parking control systems, driveways, entrances, parking spaces, parking areas and landscaped areas. In connection with the Changes, Landlord may, among other things, erect scaffolding or other necessary structures at the Project, limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Changes and Landlord's actions in connection with such Changes shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent, provided that Tenant continues to have reasonable access to the Premises. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the Changes, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by such Changes or Landlord's actions in connection with such Changes, provided that Tenant continues to have reasonable access to the Premises.

32. S UBSTITUTION OF O THER P REMISES . Landlord, at Landlord’s expense, at any time before or during the Term, may relocate Tenant from the Premises to space of reasonably comparable size and utility (the “Relocation Space”) within the Building or other buildings within the same Project upon sixty (60) days’ prior written notice to Tenant. From and after the date of the relocation, the Base Rent and Tenant’s Percentage Share shall be adjusted based on the rentable square footage of the Relocation Space. Landlord shall pay Tenant’s reasonable costs of relocation, including all costs for moving Tenant’s furniture, equipment, supplies and other personal property, as well as the cost of printing and

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distributing change of address notices to Tenant’s customers and one month’s supply of stationery showing the new address.

33. H OLDING O VER . If Tenant remains in possession of the Premises or any part thereof after the expiration or earlier termination of the Term, or without the written consent of Landlord, such occupancy shall be upon all the terms and conditions of this Lease pertaining to the obligations of Tenant, except that the Base Rent payable shall be the greater of (a) two hundred percent (200%) of the Base Rent payable immediately preceding the termination date of this Lease, and all Options, if any, shall be deemed terminated and be of no further effect. Neither the compliance with the conditions set forth in the provisions of this Lease nor the payment of the amounts set forth in this Section shall be construed to constitute Landlord's consent to Tenant holding over at the expiration or earlier termination of the Lease nor create any right in Tenant to continue in possession of the Premises or limit any rights or remedies of Landlord resulting from such holdover. The retention of the Premises by Tenant after the expiration or earlier termination of the Term shall also constitute an event of default without the need for written notice and Landlord may exercise all of the rights and remedies set forth herein. To the extend allowable, and subject to the limits on Tenant’s liability, as set forth in Section 762.28, Florida Statutes, Tenant hereby agrees to indemnify, hold harmless and defend Landlord from any cost, loss, claim or liability (including attorneys' fees) Landlord may incur as a result of Tenant's failure to surrender possession of the Premises to Landlord upon the termination of this Lease.

34.

L ANDLORD ' S A CCESS .

34.1 A CCESS . Landlord and Landlord's agents, contractors and employees shall have the right to enter the Premises at reasonable times, during Mondays through Fridays upon reasonable advance telephonic notice of at least 48 hours notice and accompanied by an employee of Tenant to Tenant (except in the case of any emergency, where no advance notice shall be required) for the purpose of inspecting the Premises, performing any services required of Landlord, showing the Premises to prospective purchasers, lenders or tenants, undertaking safety measures and making alterations, repairs, improvements or additions to the Premises or to the Project. In the event of an emergency, Landlord may gain access to the Premises by any reasonable means, and Landlord shall not be liable to Tenant for damage to the Premises or to Tenant's property resulting from such access. Landlord may at any time place on or about the Building or the Project for sale or for lease signs.

34.2 K EYS . Landlord shall have the right to retain keys to the locks on the entry doors to the Premises and all interior doors at the Premises.

35. S ECURITY M EASURES . Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Project, and Landlord shall have no liability to Tenant due to its failure to provide such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees, contractors and invitees and the property of Tenant and of Tenant's agents, employees, contractors and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at Landlord's sole option, from implementing security measures for the Project or any part thereof, in which event Tenant shall participate in such security measures and the cost thereof shall be included within the definition of Operating Expenses, and Landlord shall have no liability to Tenant and its agents, employees, contractors and invitees arising out of Landlord's negligent provision of security measures. Landlord shall have the right, but not the obligation, to require all persons entering or leaving the Project to identify themselves to a security guard and to reasonably establish that such person should be permitted access to the Project. In no event shall Tenant or its employees, agents or contractors bring firearms or other weapons to the Project or the Premises, except for weapons which are brought to the Premises for storage or a weapon lawfully issued to a police officer in the employ of Tenant, and Tenant shall not have the right to employ armed security guards.

36. E ASEMENTS . Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents within ten (10) business days after Landlord's request. The obstruction of Tenant's view or light by any structure erected in the vicinity of the Project, whether by Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord.

37. T RANSPORTATION M ANAGEMENT . Tenant shall fully comply at its sole expense with all present or future programs implemented or required by any governmental or quasi-governmental entity or Landlord to manage parking, transportation, air pollution or traffic in and around the Project or the metropolitan area in which the Project is located.

38. S EVERABILITY . The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

39. T IME OF E SSENCE . Time is of the essence with respect to each of the obligations to be performed by Tenant and Landlord under this Lease. 28 1.docx

40. D EFINITION OF A DDITIONAL R ENT . All monetary obligations of Tenant to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Tenant's Percentage Share of Operating Expenses, Tenant's Percentage Share of Real Property Taxes and late charges shall be deemed to be rent.

41. I NCORPORATION OF P RIOR A GREEMENTS . This Lease and the attachments listed in Section 1.15 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord nor any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease.

42. A MENDMENTS . This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. One or more emails signed by one or more parties shall never constitute a writing signed by the parties that is capable of amending or modifying the Lease.

43. N OTICES . All notices required or permitted by this Lease shall be in writing and may be delivered (a) in person (by hand, by messenger or by courier service), (b) (intentionally omitted)(c) by U.S. Postal Service certified mail, return receipt requested, or (d) by U.S. Postal Service Express Mail, Federal Express or other overnight courier, and shall be deemed sufficiently given if served in a manner specified in this Section. Notices may not be given by email, and email notices shall not be binding on Landlord or Tenant for any purpose. Any notice permitted or required hereunder, and any notice to pay rent or quit or similar notice, shall be deemed personally delivered to Tenant on the date the notice is personally delivered to any employee of Tenant at the address set forth in Section 1.16. The addresses set forth in Section 1.16 of this Lease shall be the address of each party for notice purposes. Landlord or Tenant may by written notice to the other specify a different address for notice purposes. A copy of all notices required or permitted to be given to Landlord hereunder shall be concurrently transmitted to such party or parties at such addresses as Landlord may from time to time hereinafter designate by written notice to Tenant. In addition, if the Building is closed (whether due to emergency, governmental order or any other reason), then any notice address at the Building shall not be deemed a required notice address during such closure, and, unless Tenant has provided an alternative valid notice address to Landlord for use during such closure, any notices sent during such closure may be sent via e-mail or in any other practical manner reasonably designated to ensure receipt by the intended recipient. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the notice address of Tenant without providing a new notice address, three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business day. Nothing contained herein shall be construed to limit Landlord's right to serve any notice to pay rent or quit or similar notice by any method permitted by applicable law, and any such notice shall be effective if served in accordance with any method permitted by applicable law whether or not the requirements of this Section have been met.

44. W AIVERS . No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Landlord or Tenant of the same or any other provision. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No acceptance by Landlord of partial payment of any sum due from Tenant shall be deemed a waiver by Landlord of its right to receive the full amount due, nor shall any endorsement or statement on any check or accompanying letter from Tenant be deemed an accord and satisfaction.

45. C OVENANTS . This Lease shall be construed as though Landlord's covenants contained herein are independent and not dependent. All provisions of this Lease to be observed or performed by Tenant are both covenants and conditions.

46. B INDING E FFECT ; C HOICE OF L AW . Subject to any provision hereof restricting assignment or subletting by Tenant, this Lease shall bind the parties, their heirs, personal representatives, successors and assigns. This Lease shall be governed by the laws of the state in which the Project is located, and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Project is located.

47. A TTORNEYS ' F EES . If Landlord or Tenant brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, or appeal thereon, shall be entitled to its reasonable attorneys' fees and court costs to be paid by the losing party as fixed by the court in the same or separate suit, and whether or not such action is pursued to decision or judgment.

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48. A UCTIONS . Tenant shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction or going-out-of-business sale upon the Premises or the Common Areas.

49. M ERGER . The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall not result in the merger of Landlord's and Tenant's estates and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies.

50. Q UIET P OSSESSION . Subject to the other terms and conditions of this Lease, and the rights of any lender, and provided Tenant is not in default hereunder, Tenant shall have quiet possession of the Premises for the entire Term hereof subject to all of the provisions of this Lease.

51. A UTHORITY . If Tenant is a corporation, trust, limited liability company, limited liability partnership or general or limited partnership, Tenant, and each individual executing this Lease on behalf of such entity, represents and warrants that such individual is duly authorized to execute and deliver this Lease on behalf of said entity, that said entity is duly authorized to enter into this Lease, and that this Lease is enforceable against said entity in accordance with its terms. If Tenant is a corporation, trust, limited liability company, limited liability partnership or other partnership, Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory to Landlord.

52. C ONFLICT . Any conflict between the type written provisions of this Lease and handwritten provisions, if any, shall be controlled by the handwritten provisions; provided, however, handwritten provisions shall have no force or effect unless separately initialed by both Landlord and Tenant.

53. E FFECTIVE D ATE . 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 such delivery may be via email). Prior to the Effective Date, neither this Lease nor anything hereunder contained 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. This Lease, and Tenant’s obligations hereunder, shall be effective as of the Effective Date; provided, however, that Tenant’s obligations with respect to payment of Base Rent and Additional Rent shall commence on the Commencement Date.

54. M ULTIPLE P ARTIES . If more than one person or entity is named as Tenant herein, the obligations of Tenant shall be the joint and several responsibility of all persons or entities named herein as Tenant. Service of a notice in accordance with Section 43 on one Tenant shall be deemed service of notice on all Tenants.

55. I NTERPRETATION . This Lease shall be interpreted as if it was prepared by both parties, and ambiguities shall not be resolved in favor of Tenant because all or a portion of this Lease was prepared by Landlord. The captions contained in this Lease are for convenience only and shall not be deemed to limit or alter the meaning of this Lease. As used in this Lease, the words tenant and landlord include the plural as well as the singular. Words used in the neuter gender include the masculine and feminine gender.

56. P ROHIBITION A GAINST R ECORDING . Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. Landlord shall have the right to record a memorandum of this Lease, and Tenant shall execute, acknowledge and deliver to Landlord for recording any memorandum prepared by Landlord, subject to reasonable approval of Tenant.

57. R ELATIONSHIP OF P ARTIES . Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.

58. R ULES AND R EGULATIONS . Tenant agrees to abide by and conform to the Rules and to cause its employees, suppliers, customers and invitees to so abide and conform. Landlord shall have the right, from time to time, to modify, amend and enforce the Rules in a nondiscriminatory manner and provided that Tenant’s use of the Premises is not unreasonably affected. Landlord shall not be responsible to Tenant for the failure of other persons, including, but not limited to, other tenants, their agents, employees and invitees, to comply with the Rules.

59. R IGHT TO L EASE . Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in its sole discretion shall determine, and Tenant is not relying on any representation that any specific tenant or number of tenants will occupy the Project.

60.

C ONFIDENTIALITY . (Intentionally Omitted)

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61. S ECURITY I NTEREST . In consideration of the covenants and agreements contained herein, and as a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally grants to Landlord a continuing security interest in and to any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of Landlord, by or for the account of Tenant. The security interest granted to Landlord hereunder secures payment and performance of all obligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to apply the Security Deposit and other funds held by Landlord, upon providing Tenant with written notice Notwithstanding anything to the contrary in this Lease or at law, Landlord shall not have a security interest in Tenant’s personal property, or any other property located in the Premises.

62. R ULE A GAINST P ERPETUITIES . Notwithstanding anything to the contrary contained in this Lease, if the Term of the Lease has not commenced within twenty-one (21) years after the date of this Lease, this Lease shall automatically terminate on the twenty-first (21st) anniversary of such date. The sole purpose of this provision is to avoid any interpretation of this Lease as a violation of the Rule Against Perpetuities, or any other rule of law or equity concerning restraints on alienation.

63. F ORCE M AJEURE . Any prevention, delay, or stoppage of work to be performed by Landlord or Tenant that is due to strikes, labor disputes, lockouts, inability to obtain labor, materials, equipment, or reasonable substitutes therefor, earthquake, floods, hurricanes, tornadoes, epidemic, pandemic or disease declared by governmental authorities, states of emergency declared by governmental authorities, governmental restrictions, regulations, controls or moratoria, government mandated quarantines, closures and work stoppages beyond the reasonable control of the party obligated to perform hereunder, executive or judicial orders beyond the reasonable control of the party obligated to perform hereunder, enemy or hostile government actions, civil commotion, war, terrorism (foreign or domestic), fire, accident, explosion, falling objects or other casualty, or other causes beyond the reasonable control of the party obligated to perform hereunder, whether similar or dissimilar to any of the foregoing (collectively, "Force Majeure") shall excuse performance of the work by that party for a period equal to the duration of the applicable Force Majeure event. Upon the occurrence of a Force Majeure event, the non-performing party shall promptly notify the other party that a Force Majeure event has occurred and its anticipated impact on performance of the work in question, including the expected duration of the applicable Force Majeure event. The non-performing party shall furnish the other party with periodic updates regarding the status of the Force Majeure event and shall use reasonable efforts to minimize the duration of the prevention, delay, or stoppage. Under no circumstances of any nature whatsoever shall any Force Majeure event at any time or for any reason excuse or delay Tenant’s obligation to pay Rent or other charges, of any nature, under this Lease, nor excuse or delay Tenant’s obligation to maintain insurance, and provide evidence thereof, in accordance with Section 10 of this Lease; and in no event shall failure of a party to comply with applicable Law be deemed a Force Majeure event. By allocating the risk of loss due to unforeseen conditions as stated in this Section 63, the Landlord and Tenant agree that this Section 63 supersedes and negates the applicability of any similar or related common law doctrines of any kind such as impossibility, impracticability, or frustration of purpose, and that this Article contains the exclusive remedy available in the event unforeseen conditions delay, hinder or prevent performance of any obligation under this Lease.

64.

O FAC C ERTIFICATION .

64.1. Tenant certifies that: (i) it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and (ii) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity, or nation.

64.2. To the extent allowable, and subject to the limits on Tenant’s liability as set forth in Section 768.28, Florida Statutes, Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

65. W AIVER OF J URY T R IAL . LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.

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66. R ADON D ISCLOSURE . Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law and is for informational purposes only. Landlord has not conducted radon testing with respect to the Building and specifically disclaims any and all representations and warranties as to the absence of radon gas or radon producing conditions in connection with the Building and the Premises.

67. M OISTURE AND M OLD . Tenant acknowledges and agrees that: (i) mold spores are present essentially everywhere, and that (ii) mold can grow in most moist locations and (iii) good housekeeping, ventilation and moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) are essential for mold prevention. Tenant has previously inspected the Premises and certifies that Tenant has not observed mold, mildew or moisture within the Premises. Tenant agrees to immediately notify Landlord (and Landlord’s property manager) if Tenant observes mold/mildew and/or moisture conditions (from any source, including leaks) and allow Landlord to evaluate and make recommendations and/or take appropriate corrective action. Tenant releases Landlord (and Landlord’s property manager) from any liability for any personal injury or damages to property caused by or associated with moisture or the growth of or occurrence of mold or mildew in or on the Premises.

68. C OUNTERPART C OPIES ; E LECTRONIC S IGNATURES . This Lease may be executed in two or more counterpart copies, each of which shall be deemed to be an original and all of which counterparts shall have the same force and effect as if the parties hereto had executed a single copy of this Lease. The parties acknowledge and agree that notwithstanding any law or presumption to the contrary, an electronic or telefaxed signature (hereinafter, an “Electronic Signature”) of either party, whether upon this Lease or any related document, shall be deemed valid and binding and admissible by either party against the other as if same were an original ink signature. Landlord and Tenant hereby acknowledge and agree that they (i) intend to be bound by any Electronic Signatures, (ii) are aware that the other party will rely on such Electronic Signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Lease based on the foregoing forms of signature.

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LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED THIS LEASE TO TENANT IN THE MANNER SET FORTH IN THIS LEASE, INCLUDING BY ELECTRONIC SIGNATURE.

LANDLORD

TA IRONWOOD INDUSTRIAL LLC, a Delaware limited liability company

By:

_______________________

Name: ______________________

Addendum-1

TENANT

CITY OF MIAMI BEACH, a ____________________

By:

(Print Name)

Its:

(Print Title)

Date of Tenant’s Execution:

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Addendum

Addendum to Standard Industrial Lease (the "Lease") dated _____________ Between TA IRONWOOD INDUSTRIAL LLC, a Delaware limited liability company ("Landlord") and CITY OF MIAMI BEACH, a ________________________ ("Tenant")

It is hereby agreed by Landlord and Tenant that the provisions of this Addendum are a part of the Lease. If there is a conflict between the terms and conditions of this Addendum and the terms and conditions of the Lease, the terms and conditions of this Addendum shall control. Capitalized terms in this Addendum shall have the same meaning as capitalized terms in the Lease.

1.

Improvements.

a. Except for the Improvements set forth in subparagraph (b) hereinbelow, Tenant hereby agrees to accept the Premises in its "as-is" condition existing on the date hereof. Tenant hereby acknowledges that, except as expressly provided in this Paragraph 1, Landlord has made no promises nor shall Landlord have any obligation to provide any tenant improvements, alterations, refurbishments, repairs (other than Landlord’s repair and maintenance obligations expressly stated in the Lease), decorations or the like for the Premises during the Term.

b. Landlord shall, at its sole cost and expense, using building standard materials, methods and finishes, install (i) one (1) concrete ramp, and (ii) one (1) sixteen (16) foot warehouse door at the north end of the Premises (collectively, "Improvements"). Landlord shall use commercially reasonable efforts to complete the Improvements as promptly as possible, provided that Tenant acknowledges that the Improvements may be completed after the Commencement Date while Tenant is in occupancy of the Premises, and any delay in the completion of the Improvements shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of rent or other sums payable under the Lease. Landlord shall use commercially reasonable efforts to not unreasonably interfere with Tenant’s use and enjoyment of the Premises during the Improvements.

c. Landlord will ensure that, all systems in the speculatively built office space and LED lights in the office and warehouse are in good working condition.

d. Additionally, Tenant, at Tenant’s sole cost and expense, may construct a fence (the “Fence”) surrounding the truck court of the Premises at a distance of up to forty (40) feet away from the Building (the “Fence Installation”), and in accordance with Section 13 of the Lease and the terms and conditions set forth in this Paragraph 1. It is expressly agreed that (a) Tenant shall not commence the Fence Installation until the plans for construction of the Fence Installation (the “Plans”) have been approved by Landlord (including, without limitation, the style, location and size of such Fence), and (b) the Plans which have been so approved by Landlord have been used by Tenant, if applicable, to obtain all permits that are necessary to construct the Fence Installation. Tenant acknowledges that Landlord's review and approval of the Plans is not conducted for the purpose of determining the accuracy and completeness of the Plans, their compliance with applicable codes and governmental regulations including ADA, or their sufficiency for purposes of obtaining any applicable permit, all of which shall remain the responsibility of Tenant and Tenant's architect and/or contractor. Accordingly, Landlord shall not be responsible for any delays in obtaining any applicable permits due to the insufficiency of the Plans or any delays due to changes in the Plans required by the applicable governmental regulatory agencies reviewing the Plans. At the expiration or earlier termination of the Lease, at Landlord’s option, Tenant shall remove the Fence from its location at Tenant's sole cost and Tenant shall restore such area to the condition existing prior to such Fence Installation, and any damage caused by such removal shall be repaired at Tenant's sole cost.

2.

Option to Renew.

a. Subject to the provisions of Section 29 of the Lease, and provided that Tenant is not in default beyond any applicable cure period at the time of Tenant’s exercise of the Option or at the commencement of the extended term, Tenant shall have one (1) Option to renew this Lease for a term of five (5) years. Tenant shall provide to Landlord on a date which is prior to the date that the Option period would commence (if exercised) by at least three hundred sixty-five (365) days and not more than four hundred fifty (450) days, a written notice of the exercise of the Option to extend the Lease for the Option term, time being of the essence. Such notice shall be given in accordance with Section 43 of the Lease, as modified by Section 29.7. If notification of the exercise of the Option is not so given and received, the Option granted hereunder shall automatically expire. Base Rent applicable to the Premises for the Option term shall be equal to one hundred percent (100%) of the Fair Market Rental (hereinafter defined). All other terms and conditions of the Lease shall remain the same, except that during the Option term (i) Tenant shall not be

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entitled to receive the Rent Abatement, and (ii) upon Tenant’s proper exercise of the Option to renew, Tenant shall have no further option to renew this Lease pursuant to this Paragraph 2.

b. If Tenant exercises the Option, Landlord shall determine the Fair Market Rental by using its good faith judgment. Landlord shall provide Tenant with written notice of such amount within thirty (30) days after Tenant exercises its Option. Upon determination of the Base Rent payable pursuant to this provision, the parties shall promptly execute an amendment to this Lease stating the rent so determined. The term "Fair Market Rental" shall mean the annual amount per rentable square foot that a willing, comparable renewal tenant would pay and a willing, comparable landlord of a similar industrial building would accept at arm's length for similar space, giving appropriate consideration to the following matters: (i) annual rental rates per rentable square foot; (ii) the type of escalation clauses (including, without limitation, operating expenses, real estate taxes, and CPI) and the extent of liability under the escalation clauses (i.e., whether determined on a "net lease" basis or by increases over a particular base year or base dollar amount); (iii) rent abatement provisions reflecting free rent and/or no rent during the lease term; (iv) length of lease term; (v) size and location of premises being leased; and (vi) other generally applicable terms and conditions of tenancy for similar space; provided, however, Tenant shall not be entitled to any tenant improvement or refurbishment allowance unless specifically negotiated between the parties. The Fair Market Rental may also designate periodic rental increases and similar economic adjustments.

c. In the event Tenant disagrees with the Fair Market Rental determined by Landlord, Tenant, at its sole cost, may order an appraisal (“Tenant Appraisal”). In the event Landlord does not agree with Tenant’s Appraisal, Landlord may order its own appraisal (“Landlord Appraisal”) and the Fair Market Rental shall be the average of the Tenant Appraisal and Landlord’s Appraisal. Tenant shall have 15 days from receipt of Landlord’s Appraisal to decide whether or not to exercise the option, Regardless of whether or not Tenant exercises the option, Tenant shall reimburse Landlord for the cost of the Landlord’s Appraisal.

3. Tenant’s Termination Option. Subject to the provisions of Section 29 of the Lease, and provided that Tenant is not in default at the time of Tenant's exercise of the Option or as of the Termination Date (as defined hereinafter), Tenant shall have the one time Option to terminate this Lease effective on the last day of the fortieth (40th) full calendar month of the initial Term of this Lease (the "Termination Date"). Tenant shall provide to Landlord on a date which is prior to the Termination Date by at least three hundred sixty-five (365) days (the "Notice Date"), a written notice of the exercise of the Option to terminate the Lease, time being of the essence. Such notice shall be given in accordance with Section 43 of the Lease, as modified by Section 29.7 of the Lease. If notification of the exercise of the Option is not so given and received, the Option granted hereunder shall automatically expire. As a condition to the effectiveness of this Option, Tenant shall pay to Landlord on the Notice Date an amount equal to nine (9) months’ Base Rent and Tenant’s Percentage Share of Operating Expenses and Real Property Taxes which would have been due under the Lease during the nine (9) consecutive months following the Termination Date, as detailed by Landlord in a written statement (the "Termination Payment"). The Termination Payment is in addition to payment by the Tenant of all other amounts payable by Tenant to Landlord pursuant to the Lease prior to the Termination Date. It shall be the obligation of Tenant to request the amount of the Termination Payment from Landlord.

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EXHIBIT A

PREMISES

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EXHIBIT B

VERIFICATION LETTER

___________________, a _________________ limited liability company ("Tenant') hereby certifies that it has entered into a lease with ___________________, a __________________ ("Landlord") and verifies the following information as of the ____ day of , 20__:

Address of Premises:

Rentable Square Footage of Premises:

Commencement Date:

Lease Termination Date:

Initial Base Rent:

Billing Address for Tenant:

Attention:

Telephone Number:

Federal Tax ID No.:

Tenant acknowledges and agrees that all tenant improvements Landlord is obligated to make to the Premises, if any, have been completed to Tenant's satisfaction, that Tenant has accepted possession of the Premises, and that as of the date hereof there exist no offsets or defenses to the obligations of Tenant under the Lease.

TENANT

______________________, a ____________________

By:

Its:

By:

Its:

[SIGNATURES CONTINUE ON NEXT PAGE]

(PRINT NAME)

(PRINT TITLE)

(PRINT NAME)

(PRINT TITLE)

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ACKNOWLEDGED AND AGREED TO:

LANDLORD

______________________________, a __________________________

By:

__________________________

By:

______________________

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EXHIBIT C

RULES AND REGULATIONS

GENERAL RULES

Tenant shall faithfully observe and comply with the following Rules and Regulations:

1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant.

2. Access to the Project may be refused unless the person seeking access has proper identification or has a previously received authorization for access to the Project. Landlord and its agents shall in no case be liable for damages for any error with regarding to the admission to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement or other commotion, Landlord reserves the right to prevent access to the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

3. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters' Laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors of Tenant, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations; and provided further that such cooking does not result in odors escaping from the Premises.

4. No boring or cutting for wires shall be allowed without the consent of Landlord. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with broadcasting or reception from or in the Project or elsewhere.

5. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

6. Tenant shall store all its trash and garbage within the interior of the Premises or in other locations approved by Landlord, in Landlord's sole discretion. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash in the vicinity of the Project without violation of any law or ordinance governing such disposal.

7. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

8. Smoking, including e-cigarettes is not allowed anywhere in the Building. Smoking is allowed only in Landlord- designated smoking areas, and no less than twenty-five (25) feet from all entrances, public walkways, the Building’s outdoor air intakes or operable windows.

PARKING RULES

1. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities and at times approved by Landlord. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. Tenant and its customers, employees, shippers and invitees shall comply with all rules and regulations adopted by Landlord from time to time relating to truck parking and/or truck loading and unloading.

2.

Landlord reserves the right to relocate all or a part of parking spaces within the parking area.

3. Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

4.

The maintenance, washing, waxing or cleaning of vehicles in the parking area or Common Areas is prohibited.

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5. Tenant shall be responsible for seeing that all of its employees, agents, contractors and invitees comply with the applicable parking rules, regulations, laws and agreements.

6. At Landlord's request, Tenant shall provide Landlord with a list which includes the name of each person using the parking facilities based on Tenant's parking rights under this Lease and the license plate number of the vehicle being used by that person. Tenant shall provide Landlord with an updated list within five (5) days after any part of the list becomes inaccurate.

Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein provided such change does not unreasonably affect Tenant’s use of the Premises. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

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EXHIBIT D

MOVE OUT STANDARDS

In furtherance of the terms and conditions of Section 13.5 of this Lease and without limiting the generality thereof, Tenant herby agrees that the Premises shall be surrendered by Tenant to Landlord on or before the last day of the Term or the date of any earlier termination thereof in accordance with the terms and conditions of this Lease in a manner that is fully consistent in all respects with the following standards and guidelines:

1. Lights Office and warehouse lights will be fully operational with all bulbs functioning.

EXHIBIT E

Form of HazMat Certificate

General Information

Name of Responding Company:

Mailing Address:

Signature:

Date:

Age of Facility:

Major products manufactured and/or activities conducted on the property:

Type of Business Activity(ies): (check all that apply)

machine shop light assembly research and development product service or repair photo processing automotive service and repair manufacturing warehouse integrated/printed circuit chemical/pharmaceutical product

HAZARDOUS MATERIALS/WASTE HANDLING AND STORAGE

A. Are hazardous materials handled on any of your shipping and receiving docks in container quantities greater than one gallon? Yes No

B. If Hazardous materials or waste are stored on the premises, please check off the nature of the storage and type(s) of materials below:

Types of Storage Container (list above-ground storage only)

1 gallon or 3 liter bottles/cans 5 to 30 gallon carboys 55 gallon drums tanks

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Phone:

Length of Occupancy:

Hazardous Materials Activities: (check all that apply)

degreasing chemical/etching/milling wastewater treatment painting striping cleaning printing analytical lab plating chemical/missing/synthesis silkscreen lathe/mill machining deionizer water product photo masking wave solder metal finishing

Type of Hazardous Materials and/or Waste Stored

acid phenol caustic/alkaline cleaner cyanide photo resist stripper paint flammable solvent gasoline/diesel fuel nonflammable/chlorinated solvent

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C. Do you accumulate hazardous waste onsite? Yes

If yes, how is it being handled?

on-site treatment or recovery discharged to sewer hauled offsite If hauled offsite, by whom incineration

D.

Indicate your hazardous waste storage status with Department of Health Services:

generator interim status facility permitted TSDF none of the above

WASTEWATER TREATMENT/DISCHARGE

A.

Do you discharge industrial wastewater to:

sewer storm drain surface water no industrial discharge

B.

Is your industrial wastewater treated before discharge?

If yes, what type of treatment is being conducted?

neutralization metal hydroxide formation closed-loop treatment cyanide destruct HF treatment other

SUBSURFACE CONTAINMENT OF HAZARDOUS MATERIALS/WASTES

A.

Are buried tanks/sumps being used for any of the following:

hazardous waste storage chemical storage gasoline/diesel fuel storage waste treatment wastewater neutralization industrial wastewater treatment none of the above

B.

If buried tanks are located onsite, indicate their construction:

steel inside open vault

fiberglass double walled

C. Are hazardous materials or untreated industrial wastewater transported via buried piping to tanks, process areas or treatment areas? Yes No

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oil/cutting fluid

No

concrete

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D.

Do you have wet floors in your process areas?

If yes, name processes:

E.

Are abandoned underground tanks or sumps located on the property?

HAZARDOUS MATERIALS SPILLS

A.

Have hazardous materials ever spilled to:

the sewer the storm drain onto the property no spills have occurred

B.

Have you experienced any leaking underground tanks or sumps?

C.

If spills have occurred, were they reported?

Check which the government agencies that you contacted regarding the spill(s):

Department of Health Services Department of Fish and Game Environmental Protection Agency Regional Water Quality Control Board Fire Department

D.

Have you been contacted by a government agency regarding soil or groundwater contamination on your site?

Do you have exploratory wells onsite?

Yes

If yes, indicate the following:

Number of wells:

Approximate depth of wells:

PLEASE ATTACH ENVIRONMENTAL REGULATORY PERMITS, AGENCY REPORTS THAT APPLY TO YOUR OPERATION AND HAZARDOUS WASTE MANIFESTS.

Check off those enclosed:

Hazardous Materials Inventory Statement, HMIS Hazardous Materials Management Plan, HMMP Department of Health Services, Generatory Inspection Report Underground Tank Registrations Industrial Wastewater Discharge Permit Hazardous Waste Manifest

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No

Well diameters:

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