OFFICE LEASE

1. BASIC LEASE INFORMATION AND DEFINED TERMS.  The key business terms of this Lease and the defined terms used in this Lease are as follows: 

1.1 Landlord.  3801 PGA ACQUISITION COMPANY, a Delaware corporation authorized to transact business in Florida.

1.2 Tenant.  BANKRATE, INC., a Delaware corporation authorized to transact business in Florida.

1.3 Building.  The building containing the Premises located at 3801 PGA Boulevard, Palm Beach Gardens, Florida 33410. The Building is located within the Project.

1.4 Premises.  Suite Nos. 555 and 510 on the fifth floor of the Building.  The Premises are depicted in the sketch attached as EXHIBIT “B”.  Landlord reserves the right to install, maintain, use, repair, and replace pipes, ducts, conduits, risers, chases, wires, and structural elements leading through the Premises in locations that will not materially interfere with Tenant’s use of the Premises.

1.5 Rentable Area of the Premises.  25,960 square feet.  This square footage figure includes an add-on factor for Common Areas in the Building and has been agreed upon by the parties as final and correct and is not subject to challenge or dispute by either party.  The Premises includes balcony space the area of which is not included in the Rentable Area.

1.6 Permitted Use of the Premises.  General office purposes only (see the Use article of this Lease).

1.7 Commencement Date.  The earlier to occur of (i) date of Substantial Completion of the Tenant Improvements by Tenant, or (ii) December 1, 2014. 

1.8 Substantial Completion.  The date that a Certificate of Occupancy or its equivalent, including a Certificate of Completion or Certificate of Final Inspection, is issued by the appropriate local government entity concerning the Tenant Improvements, or, if no such Certificate will be issued for the Tenant Improvements, the date on which the Tenant Improvements are substantially completed so that Tenant may use the Premises for their intended purpose, notwithstanding that punch-list items or insubstantial details concerning construction, decoration, or mechanical adjustment remain to be performed.

1.9 Lease Term.  A term commencing on the Commencement Date and continuing for 144 full calendar months and eight (8) days (plus any partial calendar month in which the Commencement Date falls), as extended or sooner terminated under the terms of this Lease.  If the Commencement Date falls on a day other than the first day of a month, then for purposes of calculating the length of the Lease Term, the first month of the Lease Term shall be the month immediately following the month in which the Commencement Date occurs. Tenant shall pay prorated Rent calculated on a per diem basis for the partial month in which the Commencement Date occurs. Notwithstanding the Lease Term, Landlord agrees to provide Tenant with access to, and exclusive possession of, the Premises and non-exclusive use of the Common Areas upon the Date of this Lease (provided Tenant has delivered to Landlord required Certificates of Insurance) for the purpose of Tenant’s commencement of the Tenant Improvements.  In connection therewith, from the Date of this Lease until the Commencement Date, Tenant shall observe all terms and conditions of this Lease except the requirement to pay Rent.

1.10 Base Rent.  The following amounts:

1.11 Allocated Share.  13.75%.  This share is a stipulated percentage, agreed upon by the parties, and constitutes a material part of the economic basis of this Lease and the consideration to Landlord in entering into this Lease.  Landlord may readjust the Allocated Share from time to time based on changes in the rentable area of the Building.

1.12 Security Deposit.  $74,939.60, to be paid to Landlord upon execution of this Lease by Tenant.

1.13 Prepaid Rent.  $74,939.60 (Base Rent, Operating Costs and sales tax for the first month of the Lease Term for which rent is due and not abated), to be paid to Landlord upon execution of this Lease by Tenant.

1.14 Tenant’s Notice Address.  All notices to Tenant under this Lease should be sent to: Bankrate, Inc., 477 Madison Ave., Suite 430, New York, NY  10022, Attn:  Legal Department. 

1.15 Landlord’s Notice Address.  

1.16 Landlord’s Address for Payments.  3801 PGA ACQUISITION COMPANY, P.O. Box 405334, Atlanta, GA 30384-5334.

1.17 Tenant Improvement Cost.  $1,168,200.00 pursuant to EXHIBIT “E” of this Lease.

1.18 Landlord’s Broker.  Cushman & Wakefield of Florida, Inc.

1.19 Tenant’s Broker.  Transwestern Commercial Services Florida, LLC d/b/a Transwestern.

1.20 Guarantor.  None.

1.21 Parking Spaces. Total Spaces: 105 covered unreserved spaces in the Building parking garage.

1.22 Business Days.  All days other than Saturdays, Sundays, or Legal Holidays.

1.23 Legal Holidays.  New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day.

2. TERM.  Tenant shall have and hold the Premises for the Lease Term.  The Lease Term shall commence on the Commencement Date.  Landlord shall determine the Commencement Date as provided in Basic Lease Information and Defined Terms article of this Lease and shall notify Tenant of the date so determined.  Tenant shall, if Landlord so requests, thereafter execute and return within ten days a letter confirming the Commencement Date and the expiration date of this Lease.

3. USE.  Following Substantial Completion of the Tenant Improvements, Tenant shall continuously use and occupy the Premises only for the Permitted Use of the Premises.  Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose.  Tenant shall conform to the Rules and Regulations. “Rules and Regulations” shall mean the rules and regulations for the Building promulgated by Landlord from time to time.  The Rules and Regulations which apply as of the Date of this Lease are attached as EXHIBIT “D”.

4. RENT. 

4.1 General.  Tenant shall pay Rent to Landlord in lawful United States currency.  All Base Rent and additional rent for Operating Costs shall be payable in monthly installments, in advance, beginning on the Commencement Date (subject to Prepaid Rent paid pursuant to Article 1 and Rent Abatement as defined and set forth in Article 4.2 hereinbelow), and continuing on the first day of each and every calendar month thereafter during the Lease Term.  Unless otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be denominated as additional rent.  Except as otherwise provided, all additional rent payments  (other than Operating Costs which are due together with Base Rent) are due ten days after delivery of an invoice.  Tenant shall pay monthly to Landlord any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on any Rent due under this Lease.  The term “Rent” when used in this Lease includes Base Rent and all forms of additional rent.  All Rent shall be paid to Landlord without demand, setoff, or deduction whatsoever, except as specifically provided in this Lease, at Landlord’s Address for Payments, or at such other place as Landlord designates in writing to Tenant.  Tenant’s obligations to pay Rent are covenants independent of the Landlord’s obligations under this Lease. 

4.2 Rent Abatement.  Tenant shall have a Rent credit in the amount of the Base Rent and the additional rent for Tenant’s Allocated Share of Operating Costs owed for the first twenty-four (24) full calendar months plus eight (8) days (“Free Rental Period”) of the Lease Term (“Rent Abatement”), which credit shall be applied to the installments of Base Rent and the additional rent for Tenant’s Allocated Share of Operating Costs due for those months.  Accordingly, subject to Prepaid Rent paid pursuant to Article 1, if the Commencement Date occurs on a day other than the first day of the month, the prorated Rent for the first partial month of the Lease Term shall be due on the Commencement Date and the rent abatement period shall commence on the first day of the first full calendar month of the Lease Term and shall expire on the eighth (8th) day after the last day of the twenty-fourth (24th) full calendar month of the Lease Term.  Landlord has provided the Rent Abatement to Tenant as a material inducement for Tenant to pay for and perform the Tenant Improvements upon the Premises in accordance with EXHIBIT “E”, which Tenant has agreed to perform at its sole cost and expense in lieu of Landlord performing a build-out of the Premises and providing a customary tenant improvement allowance to Tenant for the same.    If after Tenant has been granted all or any portion of the Rent Abatement, the Lease Term is terminated by virtue of a default by Tenant or Landlord resumes possession of the Premises consequent upon a default by Tenant, and Landlord is precluded by applicable law from collecting the full amount of damages attributable to the default as provided in the Default section of this Lease, then, in addition to all other available damages and remedies, Landlord shall also be entitled to recover from Tenant the unamortized portion (calculated using an interest rate of 10% per annum compounded monthly) of the Tenant Improvement Cost, which sum shall not be deemed rent.  This obligation to pay the rent credit shall survive the expiration or sooner termination of the Lease Term.

5. OPERATING COSTS.

5.1 General.  Tenant shall pay to Landlord its Allocated Share of Operating Costs in accordance with the terms and provisions of this article and based on the following.

5.2 Defined Terms.  The following terms shall have the following definitions:

5.2.1 “Real Estate Taxes” shall mean the total of all taxes, assessments, and other charges by any governmental or quasi-governmental authority that are assessed, levied, or in any manner imposed on the Project, including all charges on the tax bills for the Project, real and personal property taxes, special district taxes and assessments, franchise taxes, solid waste assessments, and non-ad valorem assessments or charges.  If a tax shall be levied against Landlord in substitution in whole or in part for the Real Estate Taxes or otherwise as a result of the ownership of the Project, then the other tax shall be deemed to be included within the definition of “Real Estate Taxes”.  “Real Estate Taxes” also includes all costs incurred by Landlord in contesting the amount of the assessment of the Project made for Real Estate Tax purposes, including attorneys’, consultants’, and appraisers’ fees. 

5.2.2 “Operating Costs” shall mean the total of all of the costs incurred by Landlord relating to the ownership, operation, and maintenance of the Project and the services provided tenants in the Project.  By way of explanation and clarification, but not by way of limitation, Operating Costs will include the costs and expenses incurred for the following: Real Estate Taxes; pest control; trash and garbage removal (including dumpster rental); porter and matron service; security; Common Areas decorations; repairs, maintenance, and alteration of building systems, Common Areas, and other portions of the Project to be maintained by Landlord; amounts paid under easements or other recorded agreements affecting the Project, including assessments by property owners’ or condominium associations; repairs, maintenance, replacements, and improvements that are appropriate for the continued operation of the Project as a first-class building; improvements in security systems; materials, tools, supplies, and equipment to enable Landlord to supply services that Landlord would otherwise have obtained from a third party; costs for improvements made to the Project which, although capital in nature, are expected to reduce the normal operating costs (including all utility costs) of the Project, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any law hereafter promulgated by any governmental authority, or any amendment to or any interpretation hereafter rendered with respect to any existing law that have the effect of changing the legal requirements applicable to the Project from those currently in effect, as amortized using a commercially reasonable interest rate over the useful economic life of such improvements as determined by Landlord in its reasonable discretion; landscaping, including fertilization and irrigation supply, parking area maintenance and supply; property management fees (not to exceed four percent (4%) of gross revenues from the Project); an on-site management office; all utilities serving the Project and not separately billed to or reimbursed by any tenant of the Project; cleaning; window washing, and janitorial services; all insurance customarily carried by owners of comparable buildings or required by any mortgagee of the Project; supplies; service and maintenance contracts for the Project; wages, salaries, and other benefits and costs of employees of the Landlord up to and including the Building manager (including a pro rata share only of the wages and benefits of employees who are employed at more than one building, which pro rata share shall be determined by Landlord and shall be based on Landlord’s estimate of the percentage of time spent by the employees at the Project); legal, accounting, and administrative costs; and uniforms and working clothes for employees and the cleaning of them.  Landlord may contract for the performance of some or all of the management and maintenance functions generally described in this section with entities that are affiliated with Landlord.  In no event shall Operating Costs include:  (i) depreciation;  (ii) costs of tenant improvements incurred in renovating leased space for the exclusive use of a particular tenant; (iii) brokers' commissions; (iv) ground lease payments, mortgage principal or interest; (v) capital expenses other than:  (a) those which, under generally accepted accounting principles, with deviations from such principles which are customary in the real estate industry, are expenses or regarded as deferred expenses, (b) those designed to result in savings or reductions in Operating Costs, (c) those required by any law that becomes effective (by enactment or interpretation) after the Date of this Lease, (d) expenditures for materials, tools, supplies, and equipment purchased or leased by Landlord to enable Landlord to supply services that Landlord would otherwise have obtained from a third party, (e) those not reimbursed by insurance and related to a casualty, or required by any insurer of the Project, and (f) other items that may be otherwise categorized as capital expenditures but which in the real estate industry are customarily considered maintenance and repair items, such as painting of Common Areas, light bulb replacement, replacement of carpet in elevator lobbies, and the like.  In any of the situations described in (b) – (e) above, the cost of the capital improvements or expenditures shall be included in Operating Costs for the year in which the costs are incurred and subsequent years, amortized on a straight line basis over an appropriate period, but in no event more than ten years, with an interest factor equal to 10%; (vi) costs of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; (vii) utilities or other services charged directly to, or paid directly by, a tenant of the Project other than as a part of the Operating Costs; (viii) fines, interest and

5.3 Variable Operating Costs.  If during any year the entire Building is not occupied or Landlord is not furnishing utilities or services to all of the premises in the Building, then the Variable Operating Costs for such year shall be “grossed up” (using reasonable projections and assumptions) to the amounts that would apply if 95% of the Building were occupied and all of the premises in the Building were provided with the applicable utilities or services.  Variable Operating Costs are Operating Costs that are variable with the level of occupancy of the Building (such as janitorial services, utilities, refuse and waste disposal, and management fees).

5.4 Payment.  Landlord shall reasonably estimate the Operating Costs that will be payable for each calendar year.  Tenant shall pay one-twelfth of its Allocated Share of the estimated Operating Costs monthly in advance, together with the payment of Base Rent.  Should any assumptions used in creating a budget change, Landlord may adjust the estimated monthly Operating Costs payments to be made by Tenant by notice to Tenant.  After the conclusion of each calendar year, Landlord shall furnish Tenant a detailed statement of the actual Operating Costs for the year; and an adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require.  Tenant waives and releases any and all objections or claims relating to Operating Costs for any calendar year unless, within 180 days after Landlord provides Tenant with the annual statement of the actual Operating Costs for the calendar year, Tenant provides Landlord notice that it disputes the statement and specifies the matters disputed.  If Tenant disputes the statement then, Tenant shall continue to pay the Rent in question to Landlord in the amount provided in the disputed statement pending resolution of the dispute.

5.5 Alternate Computation.  Instead of including in Operating Costs certain costs, Landlord may bill Tenant and Tenant shall pay for those costs in any one or a combination of the following manners:  (a) direct charges for services provided for the exclusive benefit of the Premises that are subject to quantification; (b) based on a formula that takes into account the relative intensity or quantity of use of utilities or services by Tenant and all other recipients of the utilities or services, as reasonably determined by Landlord; or (c) pro rata based on the ratio that the Rentable Area of the Premises bears to the total rentable area of the tenant premises within the Building that are benefited by such costs.

6. ASSIGNMENT OR SUBLETTING 

6.1 General; Definition of Transfer.  Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise shall transfer this Lease except as provided in this article.  For purposes of this article, a “transfer” shall mean any of the following: (a) an assignment of this Lease; (b) a collateral assignment, mortgage, or other encumbrance involving this Lease; (c) a sublease, license agreement, or other agreement permitting all or any portion of the Premises to be used by others; (d) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (e) a change or conversion in the form of entity of Tenant or any transferee or any entity controlling any of them which has the effect of limiting the liability of any of the partners, members, or other owners of the entity; (f) the agreement by a third party to assume, take over, or reimburse Tenant for any of Tenant’s obligations under this Lease in order to induce Tenant to lease space from the third party; or (g) any transfer of control of Tenant, which shall be defined as any issuance or transfer of stock in any corporate tenant or subtenant or any interest in any noncorporation entity tenant or subtenant, by sale, exchange, merger, consolidation, operation of law, or otherwise, or creation of new stock or interests, by which an aggregate of 50% or more of Tenant’s stock or equity interests shall be vested in one or more parties who are not stockholders or interest holders as of the Date of this Lease, or any transfer of the power to direct the operations of any entity (by equity ownership, contract, or otherwise), to one or more parties who are not stockholders or interest holders as of the Date of this Lease, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions.  This section shall not apply to sales of stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, which sales are effected through any recognized securities exchange.  Any modification or amendment to any sublease of any portion of the Premises shall be deemed a further sublease of this Lease.  As used in this article, the term “transferee” shall include any assignee or subtenant of Tenant or any other party involved in any of the other transactions or events constituting a transfer.  Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s written consent to any further transfer.  Any transfer by Tenant in violation of this article shall be void and shall constitute a default under this Lease.  Notwithstanding anything contained herein to the contrary, Tenant may assign or transfer this Lease (including, without limitation, a sublease of all or any portion of the Premises) to an Affiliate, as defined below, at any time without Landlord’s consent, provided that (i) a significant purpose of any such transfer is not to avoid the restrictions on transfer otherwise imposed under this article, (ii) Landlord is provided written notice of the transfer and the identity of the transferee prior to the effective date of the transfer, (iii) the resulting tenant entity shall have equal or greater tangible net worth and creditworthiness as Tenant as of the Date of this Lease or the date of transfer, whichever is greater, (iv) the form of any agreement of assignment or any sublease shall otherwise comply with the terms and conditions of this article, and (vi) no default under the Lease then exists.  "Tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities.  For purposes of this Section 6.1, an “Affiliate” shall mean (i) any entity controlling, controlled by, or under common control with Tenant, or (ii) any successor of Tenant resulting from a merger or consolidation of Tenant or as a result of a sale by Tenant of all or substantially all of its assets or stock.  For the purposes of this Section 6.1, the term “control” means (a) legal or beneficial ownership of twenty-five percent (25%) or more of the voting interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

6.2 Request for Consent.  If Tenant requests Landlord’s consent to a transfer, it shall submit in writing to Landlord, not later than 30 days before any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the business of the proposed transferee, as to the nature and character of its proposed use of the space, and otherwise responsive to the criteria set forth in the Reasonable Consent section of this article, and (d) banking, financial, or other credit information relating to the proposed transferee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed transferee, including balance sheets and profit and loss statements for the transferee covering the three years before the transfer, certified by the transferee, and a list of personal, banking, business, and credit references for the transferee.

6.3 Recapture.  Except for an assignment or transfer to an Affiliate of Tenant, in which event this Section 6.3 shall not apply, Landlord shall have the following options to be exercised within 15 Business Days from submission of Tenant’s request for Landlord’s consent to a specific transfer:

6.3.1 If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option to cancel and terminate this Lease as of the proposed commencement date for the transfer.

6.3.2 If Tenant proposes to sublet less than all or substantially all of the Premises or if a proposed sublease shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to the applicable portion of the Premises and the applicable portion of the Lease Term covered by the proposed sublease, effective as of the proposed commencement date of the sublease.  If Landlord exercises this option, all Rent for the Premises shall be equitably apportioned as of the commencement date of the sublease and Landlord, at Tenant’s expense, shall perform all work and make all alterations as may be required physically to separate the applicable portion of the Premises from the remainder of the Premises and to permit lawful occupancy of the separated portion.

6.4 Reasonable Consent.  If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer.  It shall be deemed reasonable for Landlord to withhold consent to any proposed transfer if any of the following conditions have not been established to Landlord’s satisfaction:

6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of transfer and as determined by Landlord’s criteria for selecting Project tenants and has experience and reputation that is not less than the experience, and reputation of Tenant on the Date of this Lease and the date of the transfer, whichever is greater.

6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord’s ability to lease space in the Project or a diminution in the rental value of space in the Project. 

6.4.3 The proposed use of the Premises by the proposed transferee will be the Permitted Use, and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord.

6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or who dealt with Landlord or Landlord’s agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant’s request for Landlord’s consent.

6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the environmental laws.

6.4.6 Any mortgagee of the Project will consent to the proposed transfer if such consent is required under the relevant loan documents.

6.4.7 The proposed use of the Premises will not materially increase the Operating Costs for the Project or the burden on Project services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Project. 

6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates.

6.4.9 The proposed transfer will not cause a violation of another lease for space in the Project or give an occupant of the Project a right to cancel its lease.

6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord’s consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer.

6.4.11 If the transfer is an assignment, the proposed assignee will assume in writing all of the obligations of Tenant under this Lease.

6.4.12 Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed transfer.

6.5 Tenant’s Remedies.  Tenant waives any remedy for money damages (nor shall Tenant claim any money damages by way of setoff, counterclaim, or defense) based on any claim that Landlord has unreasonably withheld, delayed, or conditioned its consent to a proposed transfer under this Lease.  Tenant’s sole remedy in such an event shall be to institute an action or proceeding seeking specific performance, injunctive relief, or declaratory judgment.

6.6 Transfer Documents.  Any sublease shall provide that:  (a) the subtenant shall comply with all applicable terms and conditions of this Lease to be performed by Tenant; (b) the sublease is expressly subject to all of the terms and provisions of this Lease; and (c) unless Landlord elects otherwise, the sublease will not survive a termination of this Lease (whether voluntary or involuntary) or resumption of possession of the Premises by Landlord following a default by Tenant.  The sublease shall further provide that if Landlord elects that the sublease shall survive a termination of this Lease or resumption of possession of the Premises by Landlord following a default by Tenant, the subtenant will, at the election of the Landlord, attorn to the Landlord and continue to perform its obligations under its sublease as if this Lease had not been terminated and the sublease were a direct lease between the Landlord and the subtenant.  Any assignment of lease shall contain an assumption by the assignee of all of the obligations of Tenant under this Lease.

6.7 No Advertising.  Tenant shall not advertise (but may list with brokers) its space for sublease at a rental rate lower than the greater of the then Project Rental rate for the space or the rental rate then being paid by Tenant to Landlord.

6.8 Consideration for Consent.  If Tenant effects any transfer, then Tenant shall pay to Landlord a sum equal to the net Rent, additional rent, or other consideration paid to Tenant by any transferee that is in excess of the Rent then being paid by Tenant to Landlord under this Lease for the portion of the Premises so transferred (on a prorated, square footage basis and valuing the leasehold interest based on the fair market value of Tenant’s interest under this Lease) (provided, that in no event shall Landlord be entitled to receive any consideration allocated to the sale of Tenant’s business or goodwill; it being understood that the foregoing provision is only intended to capture amounts payable to Tenant as rental payments in excess of the rental payments due hereunder or other consideration received for the value of the Lease if in lieu of rent).  The net Rent, additional rent, or other consideration paid to Tenant shall be calculated by deducting from the gross Rent, additional rent, or other consideration reasonable and customary real estate brokerage commissions actually paid by Tenant to third parties, tenant improvement allowances, Rent concessions, the actual cost of improvements to the Premises made by Tenant for the transferee, and other direct out-of-pocket costs actually incurred by Tenant in connection with the transfer (as long as the costs are commercially reasonable and are commonly incurred by landlords in leasing similar space).  Upon reasonable notice, Landlord shall have the right to audit Tenant's books and records to determine the amount payable to Landlord under this section.  All sums payable by Tenant under this section shall be payable to Landlord immediately on receipt by Tenant.

6.9 Acceptance of Payments.  If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept Rent from the assignee, subtenant, or occupant and apply the net amount received to the Rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of Rent shall be deemed a waiver of the requirement for Landlord’s consent as contained in this article or constitute a novation or otherwise release Tenant from its obligations under this Lease.

6.10 Continuing Liability.  Except as provided in the Recapture section of this article, following any transfer (other than a transfer to any successor of Tenant resulting from a merger or consolidation of Tenant or as a result of a sale by Tenant of all or substantially all of its assets or stock), Tenant and Guarantor shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent payable under this Lease following the transfer.  The joint and several liability of Tenant, Guarantor, and any immediate and remote successor in interest of Tenant (by assignment or otherwise, other than as specifically set forth in the preceding sentence), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released, or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease, (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease.

6.11 Administrative Fee.  Tenant shall pay to Landlord, on demand, an administrative fee of $1,000, plus all reasonable attorneys’ fees and actual costs associated with Landlord’s consideration of Tenant’s transfer request and the review and preparation of all documents associated therewith.

6.12 Landlord Transfer.  Landlord may assign or encumber its interest under this Lease.  If any portion of the Premises is sold, transferred, or leased, or if Landlord’s interest in any underlying lease of the Premises is transferred or sold, Landlord shall be relieved of all existing and future obligations and liabilities under this Lease, provided that the purchaser, transferee, or tenant of the Premises assumes in writing those obligations and liabilities. 

7. INSURANCE/WAIVERS/SUBROGATION.

7.1 Insurance Requirements.  Effective as of the Date of this Lease and continuing throughout the Lease Term, Tenant shall maintain the following insurance policies:

(a) Commercial General Liability Insurance.  Commercial general liability insurance (including property damage, bodily injury and personal injury coverage) in amounts of $1,000,000 per occurrence and $2,000,000 in the annual aggregate in primary coverage, with an additional $5,000,000 in umbrella coverage or, following the expiration of the initial Lease Term, such other amounts as Landlord may from time to time reasonably require, insuring Tenant (and naming as additional insureds Landlord, Landlord’s property management company, Landlord’s asset management company and, if requested in writing by Landlord, Landlord’s mortgagee), against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises and (without implying any consent by Landlord to the installation thereof) the installation, operation, maintenance, repair or removal of any equipment of Tenant located outside of the Premises (“Off-Premises Equipment”).  If the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy (e.g., the sale, service or consumption of alcoholic beverages), Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter (including liquor liability, if applicable) in such amounts as Landlord may reasonably require;

(b) Commercial Property Insurance.  (1) Cause of loss-special risk form (formerly “all-risk”) or its equivalent insurance (including, but not limited to, sprinkler leakage, ordinance and law, sewer back-up, flood, earthquake, windstorm and collapse coverage) covering the full value of all alterations and improvements and betterments in the Premises, naming Landlord and Landlord’s mortgagee as additional loss payees as their interests may appear, and (2) cause of loss-special risk form (formerly “all-risk”) or its equivalent insurance covering the full value of all furniture, trade fixtures, equipment and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Project by or on behalf of a Tenant Party (including Tenant’s Off-Premises Equipment);

(c) Contractual Liability Insurance.  Contractual liability insurance sufficient to cover Tenant’s indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant’s commercial general liability insurance policy);

(d) Commercial Auto Liability Insurance.  Commercial auto liability insurance (if applicable) covering automobiles owned, hired or used by Tenant in carrying on its business with limits not less than $1,000,000 combined single limit for each accident, insuring Tenant (and naming as additional insureds Landlord, Landlord’s property management company, Landlord’s asset management company and, if requested in writing by Landlord, Landlord’s mortgagee);

(e) Worker’s Compensation Insurance; Employer’s Liability Insurance.  Worker’s compensation insurance of $1,000,000 (or such larger amount if required by local statute) and employer’s liability insurance of $1,000,000;

(f) Business Interruption Insurance.  Business interruption insurance covering six (6) months of Base Rent under the Lease; and

(g) Comprehensive Crime.  Comprehensive crime coverage of $1,000,000.

7.2 Landlord’s Insurance.  Commencing on the Date of the Lease and continuing throughout the Lease Term, Landlord shall maintain, as a minimum, the following insurance policies:  (a) property insurance for the Building’s full replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable deductible if Landlord so chooses, and (b) commercial general liability insurance in an amount of not less than $3,000,000.  Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary.  The cost of all insurance carried by Landlord with respect to the Project shall be included in Operating Costs.  The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.  Any insurance required to be maintained by Landlord may be taken out under a blanket insurance policy or policies covering other buildings, property or insureds in addition to the Building and Landlord.  In such event, the costs of any such blanket insurance policy or policies shall be reasonably allocated to the Project and the other properties covered by such policy or policies as reasonably determined by Landlord and included as part of Operating Costs.  Notwithstanding anything in this Lease to the contrary, Landlord’s indemnity obligations under this Lease shall be limited to the extent any such claim is insured against under the terms of any insurance policy maintained by Landlord (or is required to be maintained by Landlord under the terms of this Lease).

7.3 No Subrogation; Waiver of Property Claims.  Landlord and Tenant each waives any claim it might have against the other for any damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against (or permitted to be self-insured against) under any insurance policy of the types described in this article that covers the Project, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (as defined in the Indemnification Article below).  Additionally, Tenant waives any claim it may have against Landlord for any Loss to the extent such Loss is caused by a terrorist act.  Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.  Notwithstanding any provision in this Lease to the contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or to any party claiming by, through or under Tenant for (and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees from any claim or responsibility for) any damage to or destruction, loss, or loss of use, or theft of any property of any Tenant Party located in or about the Project, caused by casualty, theft, fire, third parties or any other matter or cause, regardless of whether the negligence of any party caused such loss in whole or in part.  Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, any property of any Tenant Party located in or about the Project.

8. DEFAULT.

8.1 Events of Default.  Each of the following shall be an event of default (“Event of Default”) under this Lease: (a) Tenant fails to make any payment of Rent within five days after written notice from Landlord that the same is past due (provided that Landlord shall not be required to provide such notice more than two (2) times in any calendar year);  (b) Tenant or any Guarantor for Tenant’s obligations under this Lease becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings are taken by or against Tenant or any Guarantor (and are not dismissed within sixty (60) days thereafter, in the event of an involuntary filing); (c) Tenant transfers this Lease in violation of the Assignment or Subletting article; (d) Tenant fails to deliver an estoppel certificate or subordination agreement or maintain required insurance coverages within five (5) Business Days after written notice that the same has not been delivered within the time periods required by this Lease; (e) Tenant does not comply with its obligations to vacate the Premises under the Relocation or End of Term articles of this Lease; or (f) Tenant fails to perform any other obligation under this Lease within twenty days of receipt of notice from Landlord or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure, after it receives written

8.2 Remedies.  If an Event of Default occurs, in addition to all remedies provided by law, Landlord may declare the entire balance of all forms of Rent due under this Lease for the remainder of the Lease Term to be forthwith due and payable and may collect the then present value of the Rents (calculated using a discount rate equal to the discount rate of the branch of the Federal Reserve Bank closest to the Premises in effect as of the date of the default).  If this Lease is rejected in any bankruptcy proceeding, Rent for the entire month in which the rejection occurs shall be due and payable in full and shall not be prorated.    If Landlord exercises its remedy to retake possession of the Premises and collects from Tenant all forms of Rent due under this Lease for the remainder of the Lease Term, Landlord shall account to Tenant, at the date of the expiration of the Lease Term, for amounts actually collected by Landlord as a result of a reletting, net of the Tenant’s obligations as specified above.

8.3 Landlord’s Right to Perform.  If an Event of Default occurs (or upon any default resulting in an emergency involving immediate damage or injury), Landlord may, but shall have no obligation to, perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys’ fees, the sums so paid or obligations incurred shall be paid by Tenant to Landlord upon receipt of a bill or statement to Tenant therefor. 

8.4 Late Charges, Interest, and Bad Checks.  If any payment due Landlord shall not be paid within five days of the date when due, Tenant shall pay, in addition to the payment then due, an administrative charge equal to the greater of (a) 5% of the past due payment; or (b) $250.  All payments due Landlord shall bear interest at the lesser of: (a) 12% per annum, or (b) the highest rate of interest permitted to be charged by applicable law (“Default Interest Rate”), accruing from the date the obligation arose through the date payment is actually received by Landlord.  If any check given to Landlord for any payment is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees, plus an administrative fee not to exceed the maximum amount prescribed by Section 68.065, Florida Statutes.  In addition, Landlord may require all future payments from Tenant to be made by cashier’s check from a local bank or by Federal Reserve wire transfer to Landlord’s account.

8.5 Limitations.  None of Landlord’s officers, employees, agents, directors, shareholders, partners, members, managers, or affiliates shall ever have any personal liability to Tenant.  No person holding Landlord’s interest shall have any liability after such person ceases to hold such interest, except for any liability accruing while such person held such interest.  Tenant shall look solely to Landlord’s estate and interest in the Building (INCLUDING ANY PROCEEDS OF INSURANCE, CONDEMNATION AND RENTS) for the satisfaction of any right or remedy of Tenant under this Lease, and no other assets of Landlord shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant’s rights or remedies, or any other liability of Landlord to Tenant of whatever kind or nature. No act or omission of Landlord or its agents shall constitute an actual or constructive eviction of Tenant or a default by Landlord as to any of its obligations under this Lease unless Landlord shall have first received written notice from Tenant of the claimed default and shall have failed to cure it after having been afforded reasonable time in which to do so, which in no event shall be less than 30 days.  Further, Tenant waives any claims against Landlord that Tenant does not make in writing within 30 days of the onset of the cause of such claim.  Landlord and Tenant each waive all rights (other than rights under the Estoppel Certificate and End of Term articles) to consequential damages, lost profits, punitive damages, or special damages of any kind. 

8.6 Default By Landlord.  Landlord shall be in default under this Lease if Landlord fails to perform any of Landlord’s obligations under this Lease and the failure continues for more than 30 days after notice from Tenant specifying the default, or if the default is of a nature that it cannot be completely cured within the 30 day period, if Landlord fails to begin curing the default within the 30 day period or fails thereafter to cure the default within the time reasonably necessary to do so, and if Landlord’s failure materially affects Tenant’s use and occupancy of the Premises.    If Landlord fails to cure any such default within the time periods set forth above, Tenant’s sole remedies will be to commence an action against Landlord (i) seeking specific performance of the obligation or obligations hereunder with respect to which Landlord is in default if Tenant does not have an adequate remedy at law, or (ii) seeking recovery of actual damages (but excluding any punitive and consequential damages) incurred by Tenant as the direct result of Landlord’s default.  Tenant will not be entitled to any right of deduction, offset, self-help or any right to terminate this Lease as a result of any uncured default hereunder by Landlord.

9. ALTERATIONS.  “Alterations” shall mean any alteration, addition, or improvement in or on or to the Premises of any kind or nature, including any improvements made, except for the Tenant Improvements.  Tenant shall make no Alterations, other

10. LIENS.  The interest of Landlord in the Premises shall not be subject in any way to any liens, including construction liens, for improvements to or other work performed in the Premises by or on behalf of Tenant.  Tenant shall have no power or authority to create any lien or permit any lien to attach to the present estate, reversion, or other estate of Landlord (or the interest of any ground Landlord) in the Premises or in the Building and all mechanics, materialmen, contractors, artisans, and other parties contracting with Tenant or its representatives or privies as to the Premises or any part of the Premises are charged with notice that they must look to the Tenant to secure payment of any bill for work done or material furnished or for any other purpose during the Lease Term.  These provisions are made with express reference to Section 713.10, Florida Statutes.  Landlord and Tenant acknowledge and agree that there is no requirement under this Lease that Tenant make any alterations or improvements to the Premises and no improvements to be made by Tenant to the Premises constitute “the pith of the lease” as provided in applicable Florida law.  If any lien is filed against the Premises for work or materials claimed to have been furnished to Tenant, Tenant shall cause it to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within ten days after written notice to Tenant.  Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys’ fees, incurred by Landlord as a result of any liens or other claims arising out of or related to work performed in the Premises by or on behalf of Tenant.  Tenant shall notify every contractor making improvements to the Premises that the interest of the Landlord in the Premises shall not be subject to liens.

11. ACCESS TO PREMISES.  Landlord and persons authorized by Landlord shall have the right, at all reasonable times, to enter and inspect the Premises and to make repairs and alterations Landlord deems necessary, with reasonable prior notice (which may be by telephone or e-mail), except in cases of emergency, when no notice shall be required.  Tenant shall have access to the Building 24 hours a day, seven days a week, 365 days a year, subject to Unavoidable Delays (as defined in Section 29), emergencies, and otherwise in accordance with the terms of this Lease.

12. COMMON AREAS.  The “Common Areas” of the Project include such areas and facilities as delivery facilities, walkways, landscaped and planted areas, and parking facilities and are those areas designated by Landlord for the general use in common of occupants of the Project, including Tenant.  The Common Areas shall at all times be subject to the exclusive control and management of Landlord.  Landlord may grant third parties specific rights concerning portions of the Common Areas.  Landlord may increase, reduce, improve, or otherwise alter the Common Areas, otherwise make improvements, alterations, or additions to the Project, and change the name or number by which the Building or Project is known; provided that Landlord shall use commercial reasonable efforts so that none of the foregoing shall unreasonably and materially interfere with Tenant's conduct of its business or Tenant's use and enjoyment of the Premises, including, without limitation, any access thereto or parking therefor.  Landlord may also temporarily close the Common Areas to make repairs or improvements.  In addition, Landlord may temporarily close the Building or

13. SECURITY INTEREST.  As security for Tenant’s obligations under this Lease, Tenant grants to Landlord a security interest in this Lease and all property of Tenant now or hereafter placed in or upon the Premises including, but not limited to, all fixtures, furniture, inventory, machinery, equipment, merchandise, furnishings, and other articles of personal property, and all insurance proceeds of or relating to Tenant’s property and all accessions and additions to, substitutions for, and replacements, products, and proceeds of the Tenant’s property.  This Lease constitutes a security agreement under the Florida Uniform Commercial Code.

14. CASUALTY DAMAGE.  If: (a) the Building shall be so damaged that substantial reconstruction of the Building  shall, in Landlord’s opinion, be required  (whether or not the Premises shall have been damaged by the casualty); or (b) Landlord is not permitted to rebuild the Building  in substantially the same form as it existed before the damage; or (c) the Premises shall be materially damaged by casualty during the last two years of the Lease Term; or (d) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (e) the damage is not covered by insurance maintained by Landlord; then Landlord may, within 90 days after the casualty, give notice to Tenant of Landlord’s election to terminate this Lease, and the balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered.  If Landlord does not elect to terminate this Lease in accordance with the preceding sentence,  or if the Premises or Building are partially damaged (i.e., damage that does not require substantial reconstruction of the Building,  and Landlord determines that the restoration can be completed within 12 months of the casualty), Landlord shall proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the casualty.  However, Landlord shall not be required to restore any unleased premises in the Building or any portion of Tenant’s property, and Landlord’s obligation to repair or restore the Premises shall be limited to the extent of insurance proceeds actually received by Landlord due to the casualty and shall not include any improvements or alterations performed by Tenant.    If this Lease is not terminated as set forth above, if Landlord fails to fully complete such repair or restoration within twelve (12) months from the date of such damage (such restoration period shall be extended due to Unavoidable Delays as defined in Section 29), then in such event, Tenant, as its sole and exclusive remedy, may terminate this Lease upon thirty (30) days prior written notice to Landlord.  Rent shall abate in proportion to the portion of the Premises not usable by Tenant as a result of any casualty resulting in damage to the Building, as of the date on which the Premises becomes unusable until the date the Premises are rendered tenantable for the Permitted Use. Landlord shall not otherwise be liable to Tenant for any inconvenience or annoyance to Tenant or injury to Tenant’s business resulting in any way from the damage or the repairs, Tenant’s sole remedy being the right to an abatement of Rent. 

15. CONDEMNATION.  If the whole or any substantial part of the Premises shall be condemned by eminent domain or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority and Rent shall be apportioned and paid to that date.  If no portion of the Premises is taken but a substantial portion of the Building is taken, at Landlord’s option, this Lease shall terminate on the date on which possession of such portion of the Building is delivered to the condemning authority and Rent shall be apportioned and paid to that date.  Tenant shall have no claim against Landlord for the value of any unexpired portion of the Lease Term, nor shall Tenant be entitled to any part of the Landlord’s condemnation award or private purchase price.  If this Lease is not terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned.

16. REPAIR AND MAINTENANCE.  Landlord shall repair and maintain in good order and condition and comparable to other comparable class office buildings in Palm Beach County, Florida, ordinary wear and tear excepted, the Common Areas, mechanical and equipment rooms, the roof of the Building, the exterior walls of the Building, the exterior windows of the Building, the structural portions of the Building, the elevators, and the electrical, plumbing, mechanical, fire protection, life safety, and HVAC systems servicing the Building.  However, unless the Waiver of Subrogation section of this Lease applies, Tenant shall pay the cost of any such repairs or maintenance resulting from acts or omissions of Tenant, its employees, agents, or contractors.  Additionally, Landlord shall replace the Building standard light bulbs and fluorescent light tubes in the Premises at a Building standard charge to be paid by Tenant.  Tenant waives the provisions of any law, or any right Tenant may have under common law, permitting Tenant to make repairs at Landlord’s expense or to withhold Rent or terminate this Lease based on any alleged failure of Landlord to make repairs. All costs associated with the repair and maintenance obligations of Landlord under this article shall be included in and constitute Operating Costs (except as may be otherwise set forth in Section 5 hereof).  Except to the extent Landlord is obligated to repair and maintain the Premises as provided above, Tenant shall, at its sole cost, repair, replace, and maintain the Premises (including the walls, ceilings, and floors in the Premises, and any specialized electrical, plumbing, mechanical, fire protection, life safety and

17. ESTOPPEL CERTIFICATES.  From time to time, Tenant, on not less than ten business days’ prior written notice, shall (i) execute and deliver to Landlord an estoppel certificate in a form generally consistent with the requirements of institutional lenders and certified to all or any of Landlord, any mortgagee or prospective mortgagee, or prospective purchaser of the Building, and (ii) cause any Guarantor to deliver to Landlord any estoppel certificate required under the Guaranty.

18. SUBORDINATION.  This Lease is and shall be subject and subordinate to all mortgages and ground leases that may now or hereafter affect the Building, and to all renewals, modifications, consolidations, replacements, and extensions of the leases and mortgages; provided that so long as Tenant is not in default hereunder beyond the expiration of any applicable notice and cure periods, the leasehold interest of Tenant under the Lease shall not be affected, disturbed, interfered with or terminated by reason of a termination of any underlying ground lease or any foreclosure or transfer or acquisition in lieu thereof.  This article shall be self-operative and no further instrument of subordination shall be necessary.  However, in confirmation of this subordination, Tenant shall execute promptly any certificate that Landlord may request.  If any ground or underlying lease is terminated, or if the interest of Landlord under this Lease is transferred by reason of or assigned in lieu of foreclosure or other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in substitution for the mortgage, or if this Lease is terminated by termination of any lease or by foreclosure of any mortgage to which this Lease is or may be subordinate, then Tenant will, at the option to be exercised in writing by the landlord under any ground or underlying lease or the purchaser, assignee, or tenant, as the case may be (a) attorn to it and will perform for its benefit all the terms, covenants, and conditions of this Lease on Tenant’s part to be performed with the same force and effect as if the landlord or the purchaser, assignee, or tenant were the landlord originally named in this Lease, or (b) enter into a new lease with the landlord or the purchaser, assignee, or tenant for the remainder of the Lease Term and otherwise on the same terms, conditions, and rents as provided in this Lease.

19. INDEMNIFICATION.  To the fullest extent provided by law, and subject to the waiver of subrogation provision of this Lease, Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys’ fees) arising from any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of, any property or inconvenience (a “Loss”) (i) occurring in or on the Project (other than within the Premises) to the extent caused by the negligence or willful misconduct of Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors, officers, employees, licensees, guests and invitees (a “Tenant Party”), (ii) occurring in the Premises, or (iii) arising out of the installation, operation, maintenance, repair or removal of any property of any Tenant Party located in or about the Project.  It being agreed that clauses (ii) and (iii) of this indemnity are intended to indemnify Landlord and its agents against the consequences of their own negligence or fault, even when Landlord or its agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, and even though any such claim, cause of action or suit is based upon or alleged to be based upon the strict liability of Landlord or its agents; however, such indemnity shall not apply to the sole or gross negligence or willful misconduct of Landlord and its agents.  To the fullest extent provided by law, and subject to the waiver of subrogation provision of this Lease, Landlord shall defend, indemnify, and hold harmless Tenant and its agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys’ fees) for any Loss arising from any occurrence in or on the Building’s Common Areas to the extent caused by the negligence or willful misconduct of Landlord or its agents, contractors, officers or employees.  The indemnities set forth in this Lease shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease.  If any proceeding is filed for which indemnity is required hereunder, the indemnifying party agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party.

20. NO WAIVER.  The failure of a party to insist on the strict performance of any provision of this Lease or to exercise any remedy for any default shall not be construed as a waiver.  The waiver of any noncompliance with this Lease shall not prevent subsequent similar noncompliance from being a default.  No waiver shall be effective unless expressed in writing and signed by the waiving party.  No notice to or demand on a party shall of itself entitle the party to any other or further notice or demand in similar or other circumstances.  The receipt by Landlord of any Rent after default on the part of Tenant (whether the Rent is due before or after the default) shall not excuse any delays as to future Rent payments and shall not be deemed to operate as a waiver of any then-existing default by Tenant or of the right of Landlord to enforce the payment of any other Rent reserved in this Lease or to pursue eviction or any other remedies available to Landlord.  No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent actually owed under the terms of this Lease shall be deemed to be anything other than a payment on account of the earliest stipulated Rent.  No

21. SERVICES AND UTILITIES.  Landlord shall furnish the following services:  (a) air conditioning year round and heating in season (b) janitorial and general cleaning service on Business Days; (c) passenger elevator service to all floors of the Building; and (d) common restroom facilities and necessary lavatory supplies, including hot and cold running water  Landlord shall have no obligation to provide any electric utilities or services to the Premises and Tenant shall be solely responsible for and shall promptly pay all charges for electricity used or consumed in the Premises, including all costs associated with the provision of separate meters for the Premises.  Landlord shall have the right to select the Building’s electric service provider and to switch providers at any time.  Tenant’s use of electrical, HVAC or other services furnished by Landlord shall not exceed, either in voltage, rated capacity, use, or overall load, that which Landlord deems to be standard for the Building.  Tenant shall pay all costs associated with any such additional utility usage, including the installation of separate meters.  In no event shall Landlord be liable for damages resulting from the failure to furnish any service, and any interruption or failure shall in no manner entitle Tenant to any remedies including abatement of Rent. Tenant acknowledges and agrees that (i) there will be a central heating, ventilation and air conditioning system serving the Project (the “Central HVAC System”), (ii) certain costs and expenses attributable to the Premises with respect to the Central HVAC System will be separately metered or monitored by Landlord, and (iii) Tenant shall pay, as Additional Rent, on a monthly basis, all separately metered or monitored costs and expenses attributable to the Premises, including, separately metered chiller water use charges with respect to the Central HVAC System, as determined in accordance with Tenant’s use thereof.  Tenant shall separately arrange with, and pay directly to, the applicable local public authorities or utilities, as the case may be, for the furnishing, installation and maintenance of all utilities, telephone services and equipment required by Tenant in the use of the Premises.  If at any time during the Lease Term the Project has any type of access control system for the Parking Areas or the Building,  Tenant shall be provided the initial cards for all occupants of the Premises from Landlord, and shall pay for lost, damaged or stolen cards at the then Building standard charge.  If Tenant desires any service which Landlord has not specifically agreed to provide in this Lease, such as private security systems or telecommunications services serving the Premises, Tenant shall procure such service directly from a reputable third party service provider (“Provider”) for Tenant’s own account.  Tenant shall require each Provider to comply with the Building’s rules and regulations, all laws, and Landlord’s reasonable policies and practices for the Building.  Tenant acknowledges Landlord’s current policy that requires all Providers utilizing any area of the Project outside the Premises to be approved by Landlord and to enter into a written agreement acceptable to Landlord prior to gaining access to, or making any installations in or through, such area.  Accordingly, Tenant shall give Landlord written notice sufficient for such purposes.

22. SECURITY DEPOSIT.  The Security Deposit shall be held by Landlord as security for Tenant’s full and faithful performance of this Lease including the payment of Rent.  Tenant grants Landlord a security interest in the Security Deposit.  The Security Deposit may be commingled with other funds of Landlord and Landlord shall have no liability for payment of any interest on the Security Deposit.  Landlord may apply the Security Deposit to the extent required to cure any default by Tenant.  If Landlord so applies the Security Deposit, Tenant shall deliver to Landlord the amount necessary to replenish the Security Deposit to its original sum within five days after notice from Landlord.  The Security Deposit shall not be deemed an advance payment of Rent or a measure of damages for any default by Tenant, nor shall it be a defense to any action that Landlord may bring against Tenant.

23. GOVERNMENTAL REGULATIONS.  Tenant shall promptly comply with all laws, codes, and ordinances of governmental authorities, including the Americans with Disabilities Act of 1990 and all similar present or future laws; provided however, that in no event shall the foregoing require Tenant to make any alterations or improvements to the Premises, structural or otherwise unless such alterations are required due to any Tenant Improvements or other Alterations performed by or on behalf of Tenant, or arising from Tenant’s specific use.

24. SIGNS.  No signage shall be placed by Tenant on any portion of the Project.  However, Tenant shall be permitted to place a sign bearing its name in a location approved by Landlord near the entrance to the Premises (at Landlord’s cost) and will be furnished a single listing of its name in the Building’s directory (at Landlord’s cost), all in accordance with the criteria adopted from time to time by Landlord for the Project.  Any changes or additional listings in the directory shall be furnished (subject to availability of space) for the then Building standard charge.  As long as Tenant is not in default under this Lease beyond any applicable grace periods, based on availability, Tenant shall be entitled to have its name placed on the Building’s monument sign facing Lake Victoria Gardens Drive as shown on EXHIBIT “F” (at Tenant’s sole cost and expense), subject to the following terms and conditions:  (i) Landlord shall have the right to designate design standards relating to the placement of names on the monument sign, including the size, material, shape, color, and lettering of any names on the monument sign; and (ii) Tenant’s signage shall comply with all applicable governmental requirements (applications for approval, if required, shall be at Tenant’s sole cost and expense).  Landlord

25. BROKER.   Tenant represents and warrants that it neither consulted nor negotiated with any broker or finder regarding the Premises, except the Landlord’s Broker and Tenant’s Broker, who shall be paid by Landlord pursuant to a separate written agreement (and Landlord shall indemnify and hold Tenant harmless from and against any claims regarding such commissions), provided that neither the foregoing nor anything else in this Lease is intended, or shall be construed, to grant such Brokers any rights under this Lease or make them third party beneficiaries of this Lease.  Each of Landlord and Tenant shall indemnify, defend, and hold the other harmless from and against any claims for commissions from any real estate broker other than the Landlord’s Broker and Tenant’s Broker with whom it has dealt in connection with this Lease.  The terms of this Article shall survive the expiration or earlier termination of this Lease.

26. END OF TERM.  Tenant shall surrender the Premises to Landlord at the expiration or sooner termination of this Lease in good order and condition, broom-clean, except for reasonable wear and tear. Tenant shall be liable to Landlord for all damages, including consequential damages, that Landlord may suffer by reason of any holding over by Tenant, and Tenant shall indemnify, defend, and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including any claims made by any succeeding Tenant arising from the delay.  All Alterations made by Landlord or Tenant to the Premises shall become Landlord’s property on the expiration or sooner termination of the Lease Term.  On the expiration or sooner termination of the Lease Term, Tenant, at its expense, shall remove from the Premises all of Tenant’s personal property, and all Alterations (including, computer and telecommunications wiring) that Landlord designates by notice to Tenant.  Tenant shall also repair any damage to the Premises caused by the removal.  Any items of Tenant’s property that shall remain in the Premises after the expiration or sooner termination of the Lease Term, may, at the option of Landlord, be deemed to have been abandoned, and in that case, those items may be retained by Landlord as its property to be disposed of by Landlord, without accountability to Tenant or any other party, in the manner Landlord shall determine, at Tenant’s expense.

27. ATTORNEYS’ FEES.  The prevailing party in any litigation arising out of or in any manner relating to this Lease, including the declaration of any rights or obligations under this Lease, shall be entitled to recover from the losing party reasonable attorneys’ fees and costs.  In addition, if Landlord becomes a party to any suit or proceeding affecting the Premises or involving this Lease or Tenant's interest under this Lease, other than a suit between Landlord and Tenant, or if Landlord engages counsel to collect any of the amounts owed under this Lease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys' fees and disbursements incurred by Landlord shall be paid to Landlord by Tenant.

28. NOTICES.  Any notice to be given under this Lease may be given either by a party itself or by its attorney or agent and shall be in writing and delivered by hand, by nationally recognized overnight air courier service (such as FedEx), or by the United States Postal Service, registered or certified mail, return receipt requested, in each case addressed to the respective party at the party’s notice address.  A notice shall be deemed effective upon receipt or the date sent if it is returned to the addressor because it is refused, unclaimed, or the addressee has moved.

29. IMPOSSIBILITY OF PERFORMANCE.  For purposes of this Lease, the term “Unavoidable Delay” shall mean any delays due to strikes, lockouts, civil commotion, war or warlike operations, acts of terrorism, acts of a public enemy, acts of bioterrorism, epidemics, quarantines, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material, utility, or service because of governmental restrictions, hurricanes, floods, or other natural disasters, acts of God, or any other cause beyond the direct control of the party delayed.  Notwithstanding anything in this Lease to the contrary, if Landlord or Tenant shall be delayed in the performance of any act required under this Lease by reason of any Unavoidable Delay, then provided notice of the Unavoidable Delay is given to the other party within ten days after its occurrence, performance of the act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a reasonable period, in no event to exceed a period equivalent to the period of the delay.  The provisions of this article shall not operate to excuse Tenant from the payment of Rent or from surrendering the Premises at the end of the Lease Term, and shall not operate to extend the Lease Term.  Delays or failures to perform resulting from lack of funds or the increased cost of obtaining labor and materials shall not be deemed delays beyond the direct control of a party.

30. RELOCATION OF TENANT.  Landlord may move Tenant from any space added to the Premises after the Date of this Lease that is not on the same floor as and contiguous to the original Premises (the “Relocatable Expansion Space”) to a reasonably equivalent space comparable in size and layout within the Project (the “Relocation Space”) on not less than 60 days’ notice to Tenant.  If Landlord relocates Tenant from any Relocatable Expansion Space, Landlord shall perform the interior improvements to the Relocation Space of approximate equivalence to the interior improvements in the Relocatable Expansion Space and pay the reasonable costs of moving Tenant’s property to the Relocation Space.  Landlord will also reimburse Tenant for reasonable costs of replacement of stationery, computer and telephone relocation.  Such a relocation shall not terminate or otherwise modify this Lease except that from and after the date of the relocation, the “Premises” shall refer to the original Premises and the Relocation Space into which Tenant has been moved rather than the Relocatable Expansion Space.  If the rentable area of the Relocation Space is more or less than the rentable area of the Relocatable Expansion Space, then the Base Rent and Tenant’s Allocated Share shall be appropriately adjusted.  

31. PARKING.  Tenant shall be entitled to use no more than the number of parking spaces in the Parking Areas specified in the Basic Lease Information and Defined Terms article of this Lease.  The parking spaces may only be used by principals, employees, assignees, subtenants and contractors of Tenant.  “Parking Areas” shall mean the areas available for automobile parking in connection with the Building as those areas may be designated by Landlord from time to time.  Except for particular spaces and areas designated from time to time by Landlord for reserved parking, if any, all parking in the Parking Areas shall be on an unreserved, first-come, first-served basis.  Landlord reserves the right to (a) reduce the number of spaces in the Parking Areas, as long as the number of parking spaces remaining is in compliance with all applicable governmental requirements; (b) to reserve spaces for the exclusive use of specific parties; and (c) change the access to the Parking Areas, provided that Tenant continues to have access to 105 covered unreserved spaces in the Parking Areas; and none of the foregoing shall entitle Tenant to any claim against Landlord or to any abatement of Rent.  Landlord shall have no liability to Tenant for unauthorized parking in reserved spaces, and shall not be required to tow any unauthorized vehicles.  Landlord may, in its discretion, from time to time, change the location of any reserved spaces Notwithstanding anything to the contrary contained in this Lease, Landlord shall have no liability whatsoever for any property damage or loss which may occur in the Parking Area, or as a result of or in connection with the parking of motor vehicles in any of the parking spaces.

32. FINANCIAL REPORTING.  The following shall apply if at any time Tenant is not a publicly traded company.  From time to time, but no more than once per year in the absence of a default by Tenant, or in connection with a sale or refinancing by Landlord, 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 days’ advance written notice from Landlord:  (a) a current financial statement, including a balance sheet a statement of income and expenses, 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.

33. WATER OR MOLD NOTIFICATION.  To the extent Tenant or its agents or employees discover any water leakage, water damage or mold in or about the Premises or Project, Tenant shall promptly notify Landlord thereof in writing.  Mold is a naturally occurring substance.  Mold is found both indoors and outdoors.  The presence of mold may cause property damage or health problems.  Unless the presence of mold is caused by Landlord’s failure to comply with its obligations under this Lease, Landlord shall not be liable for any loss, damage or personal injury suffered by Tenant, or any of the Tenant’s officers, directors, employees, or invitees, due to the presence of mold in or around the Building.  Unless the presence of mold is caused by landlord’s failure to comply with its obligations under this Lease, Tenant acknowledges that it shall be Tenant’s responsibility to undertake necessary measures within Tenant’s control to retard and prevent mold from accumulating within the Premises, including, but not limited to, the following:  (a) maintaining appropriate climate control within the Premises; (b) maintaining the cleanliness of the Premises; (c) removing visible moisture accumulations on windows, window sills, walls, floors, ceilings and other surfaces as soon as reasonably possible; and (d) not blocking or covering any heating, ventilating or air conditioning ducts within the Premises.  Tenant shall report immediately in writing to Landlord any evidence of mold or of a water leak or excessive moisture within the Premises, or the Building, of which Tenant becomes aware.  Should Tenant desire a mold inspection or additional information about mold, Tenant should contact a professional in this field.  If Landlord determines that any material concentrations of mold species or mold concentrations are detected in the Premises that are not found in air samples taken in the exterior of the Building and which, in the reasonable business judgment of Landlord, pose a hazard to the health and safety of the occupants of the Premises, and such mold species or mold concentrations were not introduced or caused by Tenant, its agents, employees, subtenants, or contractors (including

34. UBTI.  Landlord and Tenant agree that all Rent payable by Tenant to Landlord shall qualify as “rents from real property” within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the “Code”) and the U.S. Department of Treasury Regulations promulgated thereunder (the “Regulations”).  In the event that Landlord, in its sole and absolute discretion, determines that there is any risk that all or part of any Rent shall not qualify as “rents from real property” for the purposes of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (a) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all Rents as “rents from real property,” and (b) to permit an assignment of this Lease; provided, however, that any adjustments required pursuant to this Section 25.28 shall be made so as to produce the equivalent Rent (in economic terms) payable prior to such adjustment.

35. PROHIBITED PERSONS AND TRANSACTIONS.  Tenants represents and warrants that neither it nor, to its knowledge, any of its affiliates, nor any of its respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities.

36. ERISA.  Tenant represents that (i) neither Tenant nor any entity controlling or controlled by Tenant owns a ten percent (10%) or more interest (within the meaning of Prohibited Transaction Class Exemption 84-14) in JPMorgan Chase Bank, N.A.  (“JPMorgan”) or any of JPMorgan's affiliates, and (ii) neither JPMorgan, nor, to Tenant's actual knowledge (after having used reasonable efforts to ascertain the accuracy of such information), any of its affiliates, owns a ten percent (10%) or more interest in Tenant or any entity controlling or controlled by Tenant.

37. EXISTING GENERATOR.  Tenant, at its sole expense, shall have the use of the existing power generator (previously serving the seventh floor of the Building) (“Generator”).  The Generator shall be used solely for Tenant’s own business purposes in the event Tenant’s primary electrical service is interrupted and not for the benefit of any other tenant or occupant of the Building.  Upon the expiration or earlier termination of the Lease, if Landlord so directs by written notice to Tenant, the Generator Equipment (as defined below) or any part of it shall be removed by Tenant, at Tenant’s sole expense, and Tenant shall, at its sole expense, repair and restore the portion of the Project affected by the removal.  Tenant may otherwise not remove the Generator which shall remain Landlord’s property.  Tenant shall be solely liable for all costs, claims, and damages (and shall indemnify, defend, and hold Landlord harmless from and against all such matters) related to environmental contamination or fuel spills related in any way to Tenant’s operation of the Generator.

37.1 Installation/Operation.  No changes to the Generator or its related equipment, wiring, and connections to the Premises (together with the Generator, the “Generator Equipment”); shall be made without the prior written consent of Landlord, which shall not be unreasonably withheld.  Landlord shall have the right, in its sole discretion, to disapprove any work that voids or adversely affects any warranty.  Tenant, at its sole expense, shall operate the Generator Equipment in accordance with all applicable laws and requirements of all governmental and quasi-governmental authorities having jurisdiction over the Building (the “Codes”), including obtaining all permits required, and with all requirements or recommendations of Landlord’s insurer, lender, or both, and Landlord’s reasonable rules and regulations.  Tenant shall pay the electrical utility provider directly for the electricity consumed or as billed by Landlord, if any.  Landlord shall not be liable to Tenant for any stoppages or shortages of electrical power furnished to the Generator because of any act, omission, or requirement of any electrical utility provider, or the act or omission of any other tenant or licensee of the Project, or for any other cause beyond the control of Landlord.  Landlord may from time to time relocate the Equipment, or any part of it, to other areas in, at, or upon the Project.  Upon relocation of the Equipment, Tenant’s means of access and cabling will be relocated by Landlord or, at Landlord’s option, by Tenant, as required to operate and maintain the Equipment.

37.2 Service Contract.  As part of its repair and  maintenance obligation, Tenant shall enter into an annual contract with a generator repair firm, fully licensed to repair generators in the State of Florida, which firm shall: (a) regularly service and inspect the Generator Equipment on a monthly basis, changing parts as required; (b) perform emergency and extraordinary repairs on the Generator Equipment; and (c) keep a detailed record of all Generator Equipment services performed on the Premises and

37.3 No Liability.  Landlord shall have no responsibility or liability for the conduct or safety of any of Tenant’s representatives, or repair, maintenance, and engineering personnel while in any part of the Project; and shall not be liable for any charge, fine, cost, expense, or damage to the Generator Equipment or any part of the Project, unless proximately caused solely by Landlord’s gross negligence or willful misconduct.  Tenant shall give Landlord prompt written notice of any accident to any equipment of Landlord.  Landlord shall not be liable for any latent defect or change or modification in the Project or Site, nor for any damage to property or persons caused by any overflow or leakage of water, steam, gas, electricity, or any other substance from any other generator whatsoever, except for such damage caused by the gross negligence or willful misconduct of Landlord.  Tenant shall be solely responsible for any loss or damage to the Generator arising from casualty, fire, flood, tornado, or other acts of God.

37.4 Discontinuance.  If Tenant fails to cure a default under this Section 37 within five Business Days after notice of non-compliance from Landlord, Landlord may require Tenant to discontinue Tenant’s Generator use.

38. GENERAL PROVISIONS.

38.1 Construction Principles.  The words “including” and “include” and similar words will not be construed restrictively to limit or exclude other items not listed.  This Lease has been negotiated “at arm’s-length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Lease.  Therefore, this Lease shall not be more strictly construed against either party because one party may have drafted this Lease.  If any provision of this Lease is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Lease shall remain in full force, if the essential provisions of this Lease for each party remain valid, binding, and enforceable.  The parties may amend this Lease only by a written agreement of the parties.  This Lease shall constitute the entire agreement of the parties concerning the matters covered by this Lease.  All prior understandings and agreements had between the parties concerning those matters, including all preliminary negotiations, lease proposals, letters of intent, and similar documents, are merged into this Lease, which alone fully and completely expresses the understanding of the parties.  The provisions of this Lease may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings.  In entering into this Lease, neither party has relied upon any statement, representation, warranty, or agreement of the other party except for those expressly contained in this Lease.  There are no conditions precedent to the effectiveness of this Lease, other than those expressly stated in this Lease.  Landlord and Tenant intend that faxed or PDF format signatures constitute original signatures binding on the parties.  This Lease shall bind and inure to the benefit of the heirs, personal representatives, and, except as otherwise provided, the successors and assigns of the parties to this Lease.  Each provision of this Lease shall be deemed both a covenant and a condition and shall run with the land.  Any liability or obligation of Landlord or Tenant arising during the Lease Term shall survive the expiration or earlier termination of this Lease.

38.2 Radon Gas.  The following notification is provided under Section 404.056(5), Florida Statutes:  “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 health department.”

38.3 Corporate Seal.  The scroll seal set forth immediately below the signature of the individual executing this Lease on Tenant’s behalf has been adopted by the corporation as its seal for the purpose of execution of this Lease and the scroll seal has been affixed to this Lease as the seal of the corporation and not as the personal or private seal of the officer executing this Lease on behalf of the corporation.

38.4 Exhibits.  All exhibits, riders, and addenda attached to this Lease shall, by this reference, be incorporated into this Lease.  The following exhibits are attached to this Lease:

39. JURY WAIVER; COUNTERCLAIMS.  LANDLORD AND TENANT KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE.

40. QUIET POSSESSION.  So long as an Event of Default is not occurring, and subject to the Lease terms, Tenant shall have peaceable and quiet enjoyment of the Premises during the Term from interference caused by Landlord, or any party acting by, through, or under Landlord.

1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.  The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Project.  No Tenant Party shall go upon the roof of the Project.

2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein.  Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.

3. No signs, advertisements or notices (other than those that are not visible outside the Premises) shall be painted or affixed on or to any windows or doors or other part of the Building without the prior written consent of Landlord.  No nails, hooks or screws (other than those which are necessary to hang paintings, prints, pictures, or other similar items on the Premises’ interior walls) shall be driven or inserted in any part of the Building except by Building maintenance personnel.  No curtains or other window treatments shall be placed between the glass and the Building standard window treatments.

4. Landlord shall provide all initial door locks at the entry of each tenant’s leased premises, at  Landlord’s cost, and no tenant shall place any additional door locks in its leased premises without Landlord’s prior written consent.  Landlord shall furnish to Tenant one key and/or access card to each of Tenant’s employees to be located within Premises, at Landlord’s cost, and Tenant shall not make a duplicate thereof.  Replacement keys and/or access cards shall be provided on a reasonable basis and at Tenant’s cost.

5. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted under Landlord’s supervision at such times and in such a manner as Landlord may reasonably require.  Each tenant assumes all risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.

6. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices as Landlord may require.  All damages to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at the expense of such tenant.

7. Corridor doors, when not in use, shall be kept closed.  Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways.  No bicycles, birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises.  No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters.

8. Tenant shall cooperate with Landlord’s employees in keeping its leased premises neat and clean.  Tenants shall not employ any person for the purpose of such cleaning other than the Building’s cleaning and maintenance personnel.

9. To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.

10. Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them.

11. No machinery or appliances of any kind (other than normal office equipment and normal break room appliances) shall be operated by any tenant on its leased area without Landlord’s prior written consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid or substance (other than typical office supplies [e.g., photocopier toner] used in compliance with all laws).

12. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not.

13. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord.

14. Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like.

15. All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’s business operated in the Premises, parked within designated parking spaces, one vehicle to each space.  No vehicle shall be parked as a “billboard” vehicle in the parking lot.  Any vehicle parked improperly may be towed away.  Tenant, Tenant’s agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver.  Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of $50.00 to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord from any liability arising from the towing or booting of any vehicles belonging to Tenant Party.

16. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompanied by Landlord or the Building manager.

17. Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing, alcoholic beverages.

18. Tenant shall not permit any Tenant Party to smoke in the Premises or anywhere else on the Project, except in any Landlord-designated smoking area outside the Building.  Tenant shall cooperate with Landlord in enforcing this prohibition and use its best efforts in supervising each Tenant Party in this regard.

19. Tenant shall not allow any Tenant Party to use any type of portable space heater in the Premises or the Building.

20. Only artificial holiday decorations may be placed in the Premises, no live or cut trees or other real holiday greenery may be maintained in the Premises or the Building.

21. Tenant shall not park or operate any semi-trucks or semi-trailers in the parking areas associated with the Building.

22. Tenant shall cooperate fully with Landlord to assure the most effective operation of the Premises or the Project’s heating and air conditioning, and shall refrain from attempting to adjust any controls, other than room thermostats installed for Tenant’s use.  Tenant shall keep corridor doors closed and shall turn off all lights before leaving the Project at the end of the day.

23. Without the prior written consent of Landlord, Tenant shall not use the name of the Project or any picture of the Project in connection with, or in promoting or advertising the business of, Tenant, except Tenant may use the address of the Project as the address of its business.

24. Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or at the Project any article, thing or service to the general public or anyone other than Tenant’s employees without the prior written consent of Landlord.

25. Tenant shall ensure that all portions of the leased premises visible from any interior Building common areas are lighted at all times during normal business hours regardless whether the leased premises are occupied.

1. Condition of Premises.  Landlord has made no representation or promise as to the condition of the Premises.  Landlord shall not perform any alterations, additions, or improvements in order to make the Premises suitable and ready for occupancy and use by Tenant.  Tenant has inspected the Premises, is fully familiar with the physical condition of the Premises, and shall accept the Premises “as-is,” “where-is,” without any warranty, express or implied, or representation as to fitness or suitability.  Landlord shall not be liable for any latent or patent defect in the Premises or for any costs or expenses related in any way to the Tenant Improvements, except as expressly set forth in this Exhibit.

2. Plans.  Tenant shall, at its sole cost and expense, perform all work necessary or desirable for Tenant’s occupancy of the Premises (the “Tenant Improvements”).  The performance of any Tenant Improvements by Tenant is not a required condition to this Lease.  Within 21 days after the Date of this Lease, Tenant shall furnish to Landlord, for Landlord's written approval, a permit set (final construction drawings) of plans and specifications for the Tenant Improvements (the “Plans”).  The Plans shall include the following:  fully dimensioned architectural plan; electric/telephone outlet diagram; reflective ceiling plan with light switches; mechanical plan; furniture plan; electric power circuitry diagram; plumbing plans; all color and finish selections; all special equipment and fixture specifications; and fire sprinkler design drawings.  Tenant shall submit the approved Plans to applicable building authorities for permit within five days following Landlord's approval and Tenant shall thereafter diligently pursue obtaining its building permits.  The Plans will be prepared by a licensed architect and the electrical and mechanical plans will be prepared by a licensed professional engineer.  The Plans shall be produced on CAD.  The architect and engineer will be subject to Landlord's approval, which shall not be unreasonably withheld.  The Plans shall comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Premises.  Landlord shall review the Plans and either approve or disapprove them within a reasonable period of time.  Should Landlord disapprove them, Tenant shall make any necessary modifications and resubmit the Plans to Landlord in final form within ten days following receipt of Landlord’s disapproval of them.

3. Contractor.  The Tenant Improvements shall be constructed by a licensed and insured general contractor selected and paid by Tenant and approved by Landlord.  At Landlord’s option, the general contractor shall obtain a payment and performance bond in form complying with Section 713.23, Florida Statutes.  A copy of the bond, the contractor's license(s) to do business in the jurisdiction(s) in which the Premises are located, the fully executed contract between Tenant and the general contractor, the general contractor’s work schedule, and all building or other governmental permits required for the Tenant Improvements shall be delivered to Landlord before commencement of the Tenant Improvements.  Tenant shall cause the Tenant Improvements to be completed promptly and with due diligence, and in accordance with the Plans in a good and workmanlike manner using new materials in accordance with Building standards.  All work shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any governmental authorities having or asserting jurisdiction over the Premises, including the making of any alterations or improvements to the Premises or the Project which are required to comply with the ADA and the payment by Tenant of any impact fees or assessments arising from the Tenant Improvements or occupancy.  Before the commencement of any work by Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of builder’s risk, commercial general and auto liability, and workers' compensation insurance complying with the requirements for contractors set forth in the Alterations article of this Lease, or as otherwise required by Landlord.  Any damage to any part of the Project that occurs as a result of the Tenant Improvements shall be promptly repaired by Tenant.

4. Compliance.  Tenant shall also ensure compliance with the following requirements concerning construction, including all future Alterations:

4.1 Tenant and all construction personnel shall abide by Landlord’s job site rules, requirement, and regulations (whether supplemental or additional to the requirements set forth in this Lease), and fully cooperate with Landlord’s construction representatives in coordinating all construction activities in the Project, including rules and regulations concerning working hours and parking, and, if applicable, use of the construction elevator.

4.2 All transportation of construction materials shall be on the padded construction elevator only, if any.

4.3 Tenant shall deliver to Landlord all forms of approval provided by the appropriate local governmental authorities to certify that the Tenant Improvements have been completed and the Premises are ready for occupancy, including original building permit and a final, unconditional Certificate of Occupancy or its equivalent, including a Certificate of Completion or  Certificate of Final Inspection.

4.4 At all times during construction, Tenant shall allow Landlord access to the Premises for inspection purposes.  On completion of the Tenant Improvements, Tenant’s general contractor shall review the Premises with Landlord and Tenant and secure Landlord’s and Tenant’s acceptance of the Tenant Improvements.

4.5 Tenant shall be responsible for cleaning up any refuse or other materials left behind by construction personnel at the end of each work day.  If required by Landlord, Workers shall provide their own temporary toilet facilities, trash facilities, water coolers, and construction materials dumpsters and shall locate them along with any construction trailers or field offices in areas specifically designated by Landlord.

4.6 Any work that may disturb tenants of the Building (including welding, cutting torch, drilling or cutting of the concrete floor slab or temporary interruption of any utility service), shall only occur before or after normal business hours and as otherwise specified by Landlord.  No painting or spraying of chemicals, varnishes, lacquers, finishes, or paint will be allowed during normal business hours.  Such activities shall only occur during days and times specifically preapproved by Landlord.  All workers must stay in their designated work areas and the use of radios, loud music, alcoholic beverages, narcotics, or cigarette smoking is prohibited on the Project.

4.7 Reasonable quantities of water and electricity for lighting, portable power tools, and other common uses as well as use of the construction elevator will be furnished to the contractor at a cost to be assigned at the completion of the job based on usage during the build-out period (including Building standard charges for use of the elevator).  The contractor shall make all utility connections, furnish any necessary extensions, and promptly and professionally remove such connections and extensions on completion of work.

4.8 Any work that will involve the draining of a sprinkler line or otherwise affect the Building’s fire sprinkler system must be approved by Landlord in advance.  In all instances where this is done, the system shall not be left inoperable overnight or over a prolonged period.

4.9 All equipment installed shall be compatible with the base building fire alarm system and the contractor shall warrant that any connection to the base building fire alarm system shall only occur after proper notification to Landlord and on an after-hours basis.  Any disruption to the existing fire alarm system or damage as a result of contractor’s work will be the sole responsibility of Tenant.

4.10 All additional electrical circuits added to existing electrical panels or any new circuits added to new electrical panels will be appropriately labeled as to the area or equipment serviced by the circuit in question.  Any electrical panel covers removed to facilitate installation or connection shall be reattached.

4.11 Tenant shall deliver copies of all Notices to Owner received from subcontractors, vendors, trade contractors and all others giving Notice to Owner under applicable Construction Lien Law within five days of receipt of such notices.

4.12 Upon completion of the Tenant Improvements Tenant shall also deliver to Landlord two complete copies of each of the following:

(a) “as-built” construction documents in PDF file format on CDs;

(b) general contractor’s one-year warranty and subcontractor warrantees, as well as factory warrantees on equipment installed;

(c) operating and maintenance manuals for all equipment installed;

(d) fire sprinkler system permit set of drawings;

(e) HVAC test and balance reports;

(f) subcontractor listing with contact and phone numbers included;

(g) final payment application from general contractor; and

(h) final releases of lien from Tenant’s general contractor and all lienors giving notice as defined in the Florida Construction Lien Law  (in form required by Landlord) and a final contractor’s affidavit from the general contractor in accordance with the Florida Construction Lien Law, indicating all "lienors" have been paid in full.

5. Tenant Improvement Cost. Tenant shall spend the Tenant Improvement Cost set forth in the Basic Lease Information and Defined Terms section of this Lease for the Tenant Improvements to the Premises and complete the Tenant Improvements to such extent of the Tenant Improvement Cost by no later than February 1, 2015.  Such date shall be subject to extension for Unavoidable Delays (but shall not be subject to any additional cure periods).  Landlord and Tenant acknowledge and agree that, in lieu of Landlord performing a build-out of the Premises and/or providing Tenant a tenant improvement allowance, Landlord, as a material inducement for Tenant to pay for and construct the Tenant Improvements upon the Premises, has provided the Rent Abatement to Tenant.