Home Office lease dated October 5, 2022 by and between Franklin Post Oak, Ltd and Orbital Infrastructure Group, Inc

1.

Leased Premises1

2.

Net Rentable Area1

3.

Term1

4.

Use1

5.

Rent2

6.

Abatement of Rent4

7.

Operating Expenses4

8.

Security Deposit8

9.

Utilities8

10.

Building Services9

11.

Keys and Locks; Access Cards10

12.

Graphics10

13.

Peaceful Enjoyment10

14.

Repairs by Landlord11

15.

Payments by Tenant11

16.

Repairs by Tenant11

17.

Care of the Leased Premises11

18.

Assignment or Sublease11

19.

Use, Alterations, Addition, Improvements, and Surrender of Leased Premises13

20.

Legal Use and Violations of Insurance Coverage14

21.

Laws, Regulations and Rules of the Building14

22.

Entry in Leased Premises15

23.

Nuisance15

24.

Subordination to Mortgage16

25.

Estoppel Certificate16

26.

Leasehold Improvements16

27.

Limitation of Landlord’s Personal Liability17

28.

Parking17

29.

Condemnation18

30.

Damages from Certain Causes19

31.

Lien for Rent19

32.

Holding Over19

33.

Casualty Clause19

34.

Attorneys’ Fees; Conflicts; Venue20

35.

Amendments20

36.

Assignment by Landlord20

37.

Default by Tenant20

38.

Remedies21

39.

Bankruptcy23

40.

Non-Waiver24

41.

Casualty Insurance24

42.

Liability Insurance24

43.

Release and Waiver; Indemnity26

44.

Waiver of Subrogation Rights27

45.

Name of Building27

46.

Notices27

47.

Relocation28

48.

Survival; Entire Agreement28

49.

Real Estate Brokers29

50.

Telecommunications29

51.

Fees for Tenant Requested Forms30

52.

Force Majeure31

53.

Hazardous Substances31

54.

Certification Related to Executive Order 13224 and the USA PATRIOT Act32

55.

Counterparts32

56.

Authority32

57.

Waiver of Jury Trial32

58.

Renewal Option33

59.

Letter of Credit34

60.

Early Termination Option35

61.

Tenant Improvement Allowance35

1.

Leased Premises

2.

Net Rentable Area

3.

Term

4.

Use

5.

Rent

a.

Tenant’s Operating Expenses. In addition to the Base Rental, the Tenant shall also pay, as Rent, Tenant’s Operating Expenses (defined below). Landlord shall have the option to provide to Tenant from time to time for each upcoming calendar year (or remainder thereof, if applicable), and to the extent practicable, not later than thirty (30) days prior to the commencement of each calendar year, a statement of the Estimated Operating Expenses of the Project (defined below) and the estimated amount of Tenant’s Operating Expenses for the upcoming calendar year and Tenant shall be required to pay the monthly payment of Tenant’s Operating Expenses adjusted in accordance with any such estimate, no later than thirty (30) days’ of Landlord’s invoice for the same. Tenant shall pay Tenant’s Operating Expenses in twelve (12) equal installments each year at the same time that Tenant is obligated to pay Base Rental, or in the event Landlord makes an adjustment to Tenant’s Operating Expenses after the beginning of the calendar year affected, Tenant shall amortize and shall pay Tenant’s Operating Expenses as so

b.

Additional Rent. Tenant shall pay all other sums of money as shall become due from and payable by Tenant to Landlord under this Lease as “Additional Rent.” Such Additional Rent shall be due and payable within thirty (30) days after delivery by Landlord to Tenant of Landlord’s invoice therefor, unless otherwise specified herein, and, as provided in this Lease, payments of Base Rental, Tenant’s Operating Expenses and Parking Charges (as defined in Section 28 below), will be due and payable on the first of each month without notice or invoice. Landlord shall have the same remedies for default in the payment of Additional Rent as are available to Landlord in the case of a default in the payment of Base Rental and Tenant’s Operating Expenses. Base Rental, Tenant’s Operating Expenses and Additional Rent are sometimes hereafter referred to as “Rent.”

c.

Payment of Rent; Late Fee. Tenant hereby agrees to pay to Landlord when due all Rent at Landlord’s address as provided herein (or such other address as may be designated by Landlord from time to time), all without invoice or demand. If the Term commences on other than the first day of a month or terminates on other than the last day of a month, then the installments of Base Rental, Tenant’s Operating Expenses and any Additional Rent for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. If any payment of Rent is not received by Landlord when due, a late charge equal to five percent (5%) of said late payment shall be assessed by Landlord as Additional Rent, which shall be due and payable by Tenant.

6.

Abatement of Rent

7.

Operating Expenses

a.

“Operating Expenses,” as said term is used herein, shall consist of all operating expenses of the Project which shall be computed on the accrual basis and shall consist of all costs incurred by Landlord to maintain all facilities in operation during any year and such additional facilities in subsequent years as may be determined by Landlord to be necessary or generally beneficial for the Project. The term “Operating Expenses” as used herein shall mean all expenses, costs and disbursements including costs to obtain and maintain LEED certification and other green programs or initiatives (but not replacement of capital investment items except as specifically provided below nor specific costs especially billed to and paid by specific tenants) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management and operation of the Project including but not limited to the following:

1.

Wages and salaries and related expenses and benefits of all on-site and off-site employees engaged in the supervision, operation and maintenance, or access control, of the Project and personnel who may provide traffic control relating to ingress and egress to and from the Project to the adjacent public streets and the costs (based upon fair market rental rates) of a management office in the Project.

2.

All supplies, tools, equipment and materials used in operation and maintenance of the Project.

3.

Cost of all utilities for the Project including the cost of water and power, heating, lighting, air conditioning and ventilating for the Project (excluding those costs separately paid by specific tenants).

4.

Cost of all maintenance and service agreements for the Project and the equipment therein, including, but not limited to, access control service, window cleaning, elevator maintenance, landscaping and janitorial services.

5.

Cost of all insurance relating to the Project including, but not limited to, the cost of casualty and liability insurance, worker’s compensation, group and health insurance and rental abatement insurance applicable to the Project and Landlord’s personal property used in connection therewith.

6.

All taxes and assessments which shall mean (i) all real estate taxes and assessments on the Project, and taxes and assessments levied in substitution or supplementation in whole or in part of such taxes, (ii) all personal property taxes for the Project's personal property, (iii) all franchise taxes imposed under Title 2, Subtitle F, Chapter 171 of the Texas Tax Code or any successor thereto, and (iv) all other taxes, fees or assessments now or hereafter levied by any governmental authority on the Project or its contents or on the operation and use thereof (except as relate to specific tenants); together with fees paid to property tax consultants retained by Landlord to assist Landlord with pursuing a reduction in the assessed value of the Project for real estate tax purposes; provided, that if at any time during the Term, the present method of real estate taxation or assessment shall be changed so that the whole or any part of the foregoing described taxes shall be changed and as a substitute therefor, or in lieu of an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed or imposed by any taxing authorities wholly or partially as a capital levy or otherwise on the Project or on the rents received from the Project or the Rent reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included in taxes; but excluding any federal income taxes, gift taxes, inheritance and succession taxes, transfer taxes, and estate taxes. In calculating the amount of taxes to be included in Operating Expenses hereunder (a) if Landlord is part of a combined group for filing purposes, such taxes shall only include the amount of such taxes allocable to the Project, and (b) if such taxes apply to more than one property owned by Landlord, such taxes shall be limited to the amount of such taxes that would be payable if the Project were the only property

7.

Cost of repairs and general maintenance of the Project (excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties, and alterations attributable solely to preparation of space for occupancy by tenants of the Building other than Tenant).

8.

Amortization (together with reasonable financing charges) of the cost of supplying and installation of capital investment items which are intended for the purpose of reducing operating costs or which may be required by governmental authority. All such costs shall be amortized over the reasonable life of the capital investment items with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Building. In the case of installations for the purpose of reducing operating costs, Landlord shall amortize such costs over a period such that the resulting annual amortization, plus reasonable financing charges, results in a charge to Operating Expenses that does not exceed the projected annual reduction in operating costs, and upon request, provide a cost justification for its practicality.

9.

Landlord’s central accounting costs and audit fees attributable to the Project.

10.

Any Operating Expense item of significant cost that is not required to be capitalized but is unexpected or does not typically recur may, in Landlord’s discretion, be amortized on a straight-line basis (together with reasonable financing charges) over a reasonable life determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Building.

11.

Landlord’s attorneys’ fees attributable to the Project, except to the extent incurred in connection with the negotiation or enforcement of any lease of any portion of the Project.

12.

All reasonable fees paid by Landlord for property management services to the Project.

b.

Notwithstanding the foregoing, “Operating Expenses” shall not include the following:

i.

Leasing commissions, attorneys’ fees, and other expenses incurred in connection with leasing space in the Building.

ii.

Advertising and promotional expenditures for leasing and marketing the Building.

iii.

Costs incurred in renovating or otherwise improving or decorating, painting, or redecorating vacant space or space for tenants or prospective tenants of the Building, provided, however, this exclusion shall not apply to the Common Areas of the Project.

iv.

Any cost or expense to the extent that Landlord is reimbursed by any tenant, insurer, governmental authority, or other person (other than through payment of each tenant’s share of Operating Expenses) or for which any tenant or other party (including Tenant) pays third persons.

v.

Any depreciation and amortization on the Building except as permitted in subsection (8) of the list of included Operating Expenses set forth above.

vi.

Costs incurred by Landlord for repairs, alterations or replacements which are considered to be capital repairs, alterations or replacements pursuant to generally accepted accounting principles, except as permitted in subsections 7(a)(8) and 7(a)(10) above.

vii.

Debt service on any mortgages or other debt, or rent on any ground or underlying lease.

viii.

Fees, fines, or attorneys’ fees incurred due to the violation by Landlord of laws, ordinances, other governmental rules or requirements, or the terms of any lease pertaining to the Building.

ix.

Costs of Landlord’s general partnership overhead, provided, however, this exclusion shall not be applicable to the management fee described in subsection (12) of the list of included Operating Expenses set forth above.

x.

The cost of works of art exceeding $5,000.00.

c.

“Estimated Operating Expenses”, as that term is used herein, shall mean the estimated Operating Expenses from time to time as calculated by Landlord for any calendar year.

d.

“Tenant’s Share”, as that term is used herein, shall mean a fraction, the numerator of which is the Net Rentable Area in the Leased Premises and the denominator of which is the Net Rentable Area in the Building, which is agreed to be 382,369 NRSF. Landlord and Tenant stipulate that Tenant’s Share shall be 1.286%. For each calendar year of this Lease, Landlord shall provide to Tenant from time to time a statement of the estimated amount of Tenant’s Share of the total Operating Expenses (“Tenant’s Operating Expenses”) for the next succeeding calendar year. To the extent practicable, the statement shall be provided no less than thirty (30) days prior to the beginning of said calendar year, and if the estimated amount of Tenant’s Operating Expenses changes during the calendar year affected, then Landlord shall have the option to provide to Tenant from time to time one or more adjusted statements of the estimated amount of Tenant’s Operating Expenses.

e.

If the estimated amounts paid as Rent for any calendar year for Tenant’s Operating Expenses are less than Tenant’s Operating Expenses as set forth in the Annual Statement (defined below), Tenant shall pay the amount of such deficiency to Landlord within thirty (30) days after Tenant’s receipt of the Annual Statement. However, if the estimated amounts paid by Tenant for any calendar year for Tenant’s Operating Expenses are greater than Tenant’s Operating Expenses as set forth in the Annual Statement, Landlord shall, at its sole option, either refund to Tenant the amount of such overpayment within thirty (30) days after Tenant’s receipt of the Annual Statement, or apply such amounts to future installments of Rent until such amounts are exhausted.

f.

Within one hundred fifty (150) days (or as soon thereafter as reasonably practicable) after the expiration of a calendar year all or any portion of which is within the Term, Landlord shall deliver to Tenant a written statement itemized in reasonable detail and certified to by Landlord, showing the actual Operating Expenses for such calendar year and a statement of Tenant’s Operating Expenses for such year (“Annual Statement”).

g.

Notwithstanding any other provision herein to the contrary, it is agreed that in the event the Building is not fully occupied or leased during any year the Operating Expenses for such year shall be calculated for such year as though the Building had been fully occupied during such year.

h.

Notwithstanding any other provision herein to the contrary, (i) if there is an actual change in the allocable Common Areas of the Project, then Landlord may recalculate Operating Expenses and other amounts affected by such change, effective as of the date of any such change, and (ii) if there is an actual change in the size of the Leased Premises or in the Net Rentable Area of the Building, then Landlord may recalculate Tenant’s Share as the ratio of the Net Rentable Area of the Leased Premises to the Net Rentable Area of the Building, effective as of the date of any such change.

8.

Security Deposit

9.

Utilities

10.

Building Services

a.

Landlord agrees to furnish to Tenant the following services, the cost of which is included in Operating Expenses:

i.

Hot and cold water at those points of supply provided for general use of other tenants in the Building and central heat and air conditioning, at such temperatures and in such amounts as are considered by Landlord to be standard, during normal business hours of the Building as determined by Landlord. Tenant shall pay the costs of central heat and air conditioning requested by Tenant outside of normal business hours for the Building. As of the Execution Date of this Lease, the charge for after-hours central heat and air conditioning is $50.00 per hour per floor. Normal business hours are defined as 7:00 A.M. to 6:00 P.M. Monday through Friday and, if requested in advance by Tenant, from 8:00 A.M. to 1:00 P.M. on Saturday, except Holidays. Holidays are as follows: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In the event a holiday falls on a Saturday or Sunday, the Building Holiday shall be the nationally recognized day either preceding or following such holiday.

ii.

Janitor services on a five (5) day week basis; provided, however, if any of Tenant’s floor coverings or other improvements are other than Building Standard, Tenant shall pay the additional cleaning cost attributable thereto plus fifteen percent (15%) for management cost recovery as Additional Rent. Tenant shall pay said Additional Rent upon presentation of a statement therefor by Landlord, and Tenant’s failure to pay shall constitute default hereunder.

iii.

Electrical facilities to furnish sufficient power for personal computers, printers, copying machines and other machines of similar low electrical consumption, but not including electricity required for special lighting in excess of Building Standard, and any other item of electrical equipment, including, without limitation, space heaters, hotplates, or other items with a heating element, (and provided that if the installation or operation of said electrical equipment requires additional air conditioning capacity above that provided by the Building Standard system, then the additional air conditioning installation and operating costs will be the obligation of Tenant). Tenant shall not install or cause to be installed any utility service meter, electrical panel box, air-conditioning equipment, electronic data processing machine, or any other similar equipment of high electrical consumption without the prior written consent of Landlord.

iv.

All Building Standard fluorescent bulb (and ballast) replacement in all areas and all incandescent bulb replacement in public areas, rest room areas and stairwells.

v.

Non-exclusive elevator service to the Leased Premises during normal business hours; and at least one elevator serving the Leased Premises available for use at all times.

b.

Failure by Landlord to any extent to furnish the foregoing defined services, or any cessation thereof, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Additionally, should any of the equipment or machinery used in connection with the Project break down, or for any cause cease to function properly, Tenant shall have no claim for rebate or abatement of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom.

11.

Keys and Locks; Access Cards

a.

Landlord agrees to furnish, at Landlord’s cost, fifteen (15) keys for each corridor door entering the Leased Premises. Additional keys will be furnished at a charge by Landlord on an order signed by Tenant or Tenant’s authorized representative. All such keys shall remain the property of Landlord. No additional locks shall be allowed on any door of the Leased Premises without Landlord’s permission, and Tenant shall not make, or permit to be made any duplicate keys, except those furnished by Landlord. Upon termination of this Lease, Tenant shall surrender to Landlord all keys of the Leased Premises, and give Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Leased Premises.

b.

Landlord agrees to furnish, at Landlord’s cost, fifteen (15) initial access cards (“Building Access Cards”) for entrance to the Building after the normal hours that the Building is open. After the initial fifteen (15) Building Access Cards are issued to Tenant, all replacement Building Access Cards are at Tenant’s cost, regardless of whether such Building Access Cards are defective, worn out, lost, stolen, etc. A replacement Building Access Card will be furnished by Landlord on an order signed by Tenant or Tenant’s authorized representative and upon the cancellation of an equal number of issued and outstanding Building Access Cards. As of the date of this Lease, Landlord’s charge per Building Access Card is $20.00. All such Building Access Cards shall remain the property of Landlord.

12.

Graphics

13.

Peaceful Enjoyment

14.

Repairs by Landlord

15.

Payments by Tenant

16.

Repairs by Tenant

17.

Care of the Leased Premises

18.

Assignment or Sublease

a.

In the event Tenant should desire to assign this Lease or sublet the Leased Premises or any part thereof, or to grant a license or permit the use or occupancy of any part of the Leased Premises to any other party, Tenant agrees to give Landlord written notice of such desire (and the proposed effective date thereof) at least sixty (60) days in advance of the date on which Tenant desires to make such assignment, sublease or other arrangement. The notice must include the name of the proposed transferee, the nature of the business to be conducted by the proposed

b.

In making its determination if Landlord will give its consent pursuant to this Section 18, Landlord agrees that Landlord will not unreasonably withhold such consent. Landlord and Tenant acknowledge that it would be reasonable for Landlord to withhold its consent in any of the following instances: (1) the net worth and other evidence of creditworthiness of the proposed transferee is less than that of the Tenant both as of the date of this Lease and at the time of the transfer; (2) the proposed transferee is a governmental agency; (3) Landlord has received from any prior landlord to the proposed transferee a materially negative report concerning such prior landlord’s experience with the proposed transferee; (4) Landlord has experienced previous defaults by or is in litigation with the proposed transferee; (5) the proposed transferee is a current tenant of the Building or an entity with whom Landlord is negotiating to lease space in the Building; (6) the proposed assignment, sublease or other agreement would cause a violation of another lease for space in the Building or would give an occupant of the Building a right to terminate or cancel its lease; (7) Landlord is not satisfied with the form of assumption of lease, sublease or other documentation; or (8) a default exists under this Lease.

c.

In the case of a proposed transfer to an Affiliate, defined for purposes of this section as any person or entity that controls, is controlled by, or is under common control with Tenant (for purposes hereof, “control” shall mean ownership of not less than 50% of all of the voting stock or legal and equitable interest in the entity in question), Landlord and Tenant acknowledge that it would be reasonable for Landlord to withhold its consent in any of the following instances: (1) the net worth and other evidence of creditworthiness of the Affiliate is less than that of the Tenant both as of the date of this Lease and at the time of the assignment or sublease; (2) Landlord is not satisfied with the form of assumption of lease or sublease documentation; or (3) a default exists under this Lease.

d.

No consent by Landlord to any assignment, sublease or other agreement shall be deemed to be consent to a use not permitted under this Lease, to any act in violation of this Lease, or to any other or subsequent transfer, and no assignment, sublease or other agreement by Tenant shall relieve Tenant of any obligation under this Lease. Any attempted transfer by Tenant in violation of the terms and covenants of Section 18 shall be void.

19.

Use, Alterations, Addition, Improvements, and Surrender of Leased Premises

a.

Tenant agrees that it shall not permit the Leased Premises to be used for any purpose other than that stated in the use clause hereof, or make or allow to be made any alterations or physical additions in or to the Leased Premises (except as provided in the Work Letter), or place signs on the Leased Premises which are visible from outside the Leased Premises, or place safes, vaults or other heavy furniture or equipment within the Leased Premises, without first obtaining the written consent of Landlord. Any and all such alterations, physical additions, or improvements, when made to the Leased Premises by Tenant, shall at once become the property of Landlord and shall be surrendered to Landlord upon termination of this Lease by lapse of time or otherwise; provided, however, this clause shall not apply to movable equipment or furniture owned by Tenant. Tenant agrees specifically that no food, soft drink or other vending machine or cooking equipment will be installed within the Leased Premises without the written consent of Landlord.

b.

Upon termination of this Lease, Tenant shall surrender and vacate the Leased Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear excepted. Tenant shall be entitled to remove from the Leased Premises all movable personal property of Tenant, Tenant’s trade fixtures and such Tenant alterations which at the time of their installation Landlord and Tenant agreed may be removed by Tenant. Tenant shall also remove such other Tenant alterations as required by Landlord, including, but not limited to, any Tenant alterations containing Hazardous Substances (as defined herein) and any Tenant alterations which Landlord notified Tenant in writing of such removal requirement at the time Tenant asked Landlord specifically in writing whether removal would be required. Tenant immediately shall repair all damage resulting from removal of any of Tenant’s property, furnishings or Tenant alterations, shall close all floor, ceiling and roof openings created by or for Tenant and shall restore the Leased Premises to a tenantable condition as reasonably determined by Landlord. If any of the Tenant alterations which were installed by Tenant involved the lowering of ceilings, raising of floors or the installation of specialized wall or floor coverings or lights, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease. In addition, if any wiring, or cable or electrical lines which are not customary for general office use at the time of their installation have been installed in, or to provide service to, Tenant within the Leased Premises, Tenant, unless instructed otherwise by Landlord in writing, shall at Tenant’s sole cost and expense, remove all such wiring, cable or electrical lines which are not customary for general office use at the time of their installation, and restore the Leased Premises to the same condition as at the commencement of the Term in a clean, good and tenantable condition, ordinary wear and tear excepted. In the event possession of the Leased

20.

Legal Use and Violations of Insurance Coverage

21.

Laws, Regulations and Rules of the Building

a.

Tenant covenants to comply with all laws, ordinances, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises. Tenant will comply with the rules (“Rules and Regulations” attached hereto as Exhibit “B”) adopted and altered by Landlord from time to time for the safety, care and cleanliness of the Leased Premises, the Building and the Project and for preservation of good order therein, all of which will be sent by Landlord to Tenant in writing and shall be thereafter carried out and observed by Tenant. Tenant agrees that it will not protest or appeal any appraisal or re-appraisal of the Leased Premises or all or any portion of the Project before any governmental authority and Tenant hereby waives any right to receive notices of re- appraisal pursuant to all laws.

b.

Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Leased Premises and the Building depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (2) whether such requirements are “readily achievable”, and (3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements. The parties hereby agree that: (A) Landlord shall be responsible for implementing ADA Title III compliance in (i) the Common Areas as part of Operating Expenses (except as provided in subclause (C) of this subsection below); and (ii) the restrooms and elevator call buttons located in the elevator lobbies within the Leased Premises, (B) Tenant shall be responsible for ADA Title III compliance in the Leased Premises, including any leasehold

c.

Landlord and Tenant acknowledge that the Texas Architectural Barriers Act, Art. 9102, Tex. Civ. Stat. Ann. (1994), and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as “TABA”) establish requirements for accessibility and barrier removal. The parties hereby agree that: (1) Tenant shall be responsible for compliance with TABA, including, without limitation, submission (through the Property manager) of required plans and documents to the State of Texas for approval of accessibility design features, in connection with the work set forth in the Work Letter, if any, and any other construction or alterations to the Leased Premises during the Term, except that Landlord agrees to be responsible for such compliance in connection with any work done by Landlord hereunder, and (2) Landlord shall be responsible for compliance with TABA, including, without limitation, submission of required plans and documents to the State of Texas for approval of accessibility design features, in connection with construction or alterations to the Common Areas and the work required of Landlord hereunder, except that Tenant agrees to be responsible for such compliance in connection with any such work with respect to the Common Areas outside the Leased Premises which may be necessitated solely as a result of Tenant’s use of the Leased Premises.

22.

Entry in Leased Premises

23.

Nuisance

24.

Subordination to Mortgage

25.

Estoppel Certificate

a.

execute estoppel certificates addressed to: (i) any mortgagee or prospective mortgagee of Landlord, (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Project, or (iii) any investor in the Project, certifying to the best of Tenant’s knowledge: (A) that this Lease is unmodified and in full force and effect (or if there have been modifications, identifying such modifications and certifying that the Lease, as modified, is in full force and effect); (B) the dates to which the Base Rental and Tenant’s Operating Expenses have been paid; (C) that the Landlord is not in default under any provision of this Lease (or if Landlord is in default, specifying each such default); (D) the address to which notices to Tenant shall be sent; and (E) other matters as such mortgagee(s), purchaser(s) or investor may reasonably require, and in the form of estoppel certificate that such mortgagee(s), purchaser(s) or investor may require; and

b.

deliver to Landlord such information regarding the net worth and financial condition of Tenant as Landlord may reasonably request in connection with such mortgage, sale or investments.

26.

Leasehold Improvements

a.

Subject to the terms and conditions of this Lease, including, but not limited to, construction of the initial Leasehold Improvements, Tenant is leasing the Leased Premises in an “as-is” condition that existed as of the date of this Lease. Tenant and Landlord shall comply

b.

Tenant shall not be deemed to be the agent or representative of Landlord in making any alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Project in connection therewith. However, should any mechanics’ or other liens be filed against any portion of the Project or any interest therein by reason of Tenant’s acts or omissions or because of a claim against Tenant or its contractors, Tenant shall cause the same to be cancelled or discharged of record by bond or otherwise within ten (10) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said ten (10) day period, which failure shall be deemed to be a default hereunder, Landlord may, at its sole option and in addition to any other remedy of Landlord hereunder, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens.

c.

Tenant shall pay all ad valorem taxes (if separately assessed by the appraisal district), and increased insurance premiums that are payable on account of any leasehold improvements that are above Building Standard.

27.

Limitation of Landlord’s Personal Liability

28.

Parking

a.

Tenant shall, at all times during the Term, have parking rights for fifteen (15) unreserved parking spaces (each a “Parking Space”) in the parking garage adjacent to the Building (the “Garage”). No specific spaces in the Garage are to be assigned to Tenant, but Landlord will issue to Tenant the aforesaid number of parking stickers, each of which will authorize parking in the Garage of a vehicle on which the sticker is displayed, or Landlord will provide a reasonable alternative means of identifying and controlling vehicles authorized to park in the Garage. Landlord may designate the area or areas of the Garage within which each such vehicle may be parked, and Landlord may change such designations from time to time. Landlord may make, modify and enforce rules and regulations relating to the parking of vehicles in the Garage, and Tenant will abide by and cause its agents, employees and invitees to comply with such rules and regulations. Landlord may provide parking for visitors to the Building in an area designated by Landlord and in a capacity determined by Landlord to be appropriate for the Building. Landlord reserves the right to charge and collect a fee for parking in the visitor parking area in an amount determined by Landlord to be appropriate. Landlord, at its sole discretion, may change the designated area for the visitor parking and the fee to be charged for its use.

b.

As the charge for said Parking Spaces (“Parking Charges”), Tenant covenants and agrees to pay Landlord during the Term, as Additional Rent hereunder, $50.00 for each unreserved Parking Space leased hereunder, such sum to be payable monthly in advance on the first day of each and every calendar month during the Term, and a pro rata portion of such sum shall be payable for the first and last partial calendar month of the Term in the event the Term commences on a date other than the first day of a calendar month. Tenant’s obligation to pay the Parking Charges shall be considered an obligation to pay Rent for all purposes hereunder and shall be secured in like manner as is Tenant’s obligation to pay Rent. Default in payment of such Parking Charges shall be deemed a default in payment of Rent. All Parking Charges are subject to applicable sales tax. Notwithstanding anything herein to the contrary, the Parking Charges for the fifteen (15) unreserved Parking Spaces in the Garage will be waived from the Commencement Date through the end of Month 16 of the Term.

c.

Landlord agrees to furnish, at Landlord’s cost, one access card (“Garage Access Card(s)”) for each Parking Space leased for entering the Garage. Tenant and Landlord stipulate that, as of the date of this Lease, the access card system utilized by Landlord for the Project permits the programming of each Building Access Card for access to the Garage, and each Building Access Card programmed for access to both the Building and Garage will be a “Garage Access Card” for purposes of this Section 28.c; it being understood that as of the date of this Lease, Landlord will not issue separate Building Access Cards and Garage Access Cards. Landlord reserves the right to change the system of access to the Garage and/or the Building, at Landlord’s expense, which may result in a different access card system for entry to the Building and/or the Garage.

d.

One of the unreserved Parking Spaces allocated to Tenant in Subsection (a) above may be converted to a reserved space in the Garage, at a cost of $80.00 per reserved space per month, plus applicable sales tax. Except as set forth otherwise in the preceding sentence, the same provisions set forth above in Subsections (a) and (b) apply to the reserved space, except that there will be no abatement or waiver of the Parking Charges for any reserved space. Tenant must give at least thirty (30) days' prior written notice to Landlord of its desire to so convert one unreserved space to a reserved space.

29.

Condemnation

30.

Damages from Certain Causes

31.

Lien for Rent

32.

Holding Over

33.

Casualty Clause

34.

Attorneys’ Fees; Conflicts; Venue

a.

In any action or proceeding brought by Landlord or Tenant regarding the performance of any of the terms, covenants, agreements or conditions contained in this Lease, including a forcible entry and detainer action by Landlord in connection with a default by Tenant, Landlord and Tenant agree that the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, investigations and other costs, and court costs.

b.

This Lease is a Texas contract, and all of the terms hereof shall be construed according to the laws of the State of Texas without giving effect to its conflict of law provisions.

c.

Venue for any and all disputes in anyway relating to, arising under, connected with, or incident to this Lease shall lie exclusively in Harris County, Texas.

35.

Amendments

36.

Assignment by Landlord

37.

Default by Tenant

a.

A failure by Tenant to pay Rent or Additional Rent or to make any other payment required to be made by Tenant under this Lease;

b.

A failure by Tenant to perform any other obligation, covenant, or condition which Tenant is required to observe and to perform, and such default shall continue for twenty (20) days after Landlord sends written notice to Tenant; provided, however, that if Landlord has given Tenant a notice of the same or substantially the same default under this subsection two (2) times, and if the same or substantially the same defaults occurs again, Landlord will not be obligated to give Tenant any further notices prior to exercising any of Landlord’s remedies under this Lease; and

c.

Landlord may treat the occurrence of any one or more of the following events as an immediate and material breach and default of this Lease (provided that no such described levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within thirty (30) days from the date of its creation, service or filing):

i.

If the interest of Tenant under this Lease is levied on under execution or other legal process;

ii.

If any petition is filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenant’s debt or obligations hereunder;

iii.

If any petition is filed or other action taken to reorganize or modify Tenant’s capital structure if Tenant is a corporation or other entity;

iv.

If Tenant is declared insolvent according to law;

v.

If any assignment of Tenant’s property shall be made for the benefit of creditors;

vi.

If a receiver or trustee is appointed for Tenant or its property;

vii.

If Tenant abandons or vacates the Leased Premises without paying Rent during the Term;

viii.

If Tenant is a corporation or legal entity and Tenant shall cease to exist as a corporation or legal entity in good standing under applicable law; or

ix.

If Tenant is a partnership or other entity and shall be dissolved or otherwise liquidated.

38.

Remedies

a.

Landlord may continue this Lease in full force and effect and shall have the right to collect Rent (and other amounts due under this Lease) when due, whether or not Tenant has vacated the Leased Premises, and whether or not Landlord has repossessed the Leased Premises, and may file suit from time to time to enforce this remedy.

b.

Landlord may continue this Lease in full force and effect and shall have the right to collect Rent (and other amounts due under this Lease) when due, and Landlord may also (but shall be under no obligation to do so by reason of this Lease) repossess the Leased Premises with or without legal process and relet them, or any part of them, to one or more third parties for Tenant’s account, and Tenant hereby expressly waives any and all claims for damages arising by reason of such repossession and reletting.

c.

Without terminating this Lease, Landlord may terminate the Tenant’s right of possession under the Lease, and repossess the Leased Premises, in which event, Landlord shall be entitled to recover as damages a sum of money equal to the total of: (i) the cost of recovering the Leased Premises, including, without limitation, attorneys’ fees and legal expenses, (ii) the unpaid Rent due and unpaid at the time of repossession of the Leased Premises, (iii) the balance of the Rent from the time of repossession of the Leased Premises through the remainder of the Term, less the fair market rental value of the Leased Premises for that period discounted to present value at a rate of eight percent (8%) per annum, (iv) any other sum of money and damages owed by Tenant to Landlord (including, without limitation, any identified in this Lease), and (v) interest thereon at the maximum non-usurious rate per annum from the due date until paid.

d.

Landlord may terminate this Lease and repossess the Leased Premises, in which event, Landlord shall be entitled to recover as damages a sum of money equal to the total of: (i) the cost of recovering the Leased Premises, including, without limitation, attorneys’ fees and legal expenses, (ii) the unpaid Rent due and unpaid at the later to occur of the time of termination or repossession, (iii) any other sum of money and damages owed by Tenant to Landlord (including, without limitation, any identified in this Lease), and (iv) interest thereon at the maximum non-usurious rate per annum from the due date until paid.

e.

Tenant shall be liable to Landlord for and shall immediately pay, as Additional Rent, all of the costs and expenses of repossession and reletting, if any, together with broker’s fees, decorations, repairs, changes, alterations and additions and the expense of any such reletting and of the collection of the Rent accruing therefrom to satisfy the Rent provided for in this Lease to be paid. Reletting can be for a period shorter or longer than the remaining Term and can be for part of or the entirety of the Leased Premises, and in no event shall Landlord be under any obligation to relet part of or the entirety of the Leased Premises. To the extent any duty or obligation to mitigate damages is applicable to Landlord, Tenant agrees that Landlord has fully complied with its duty or obligation to mitigate damages by making the Leased Premises available for rental at fair market value through a broker. On the dates such Rent is due, Tenant shall pay to Landlord a sum equal to the Rent and other amounts due under this Lease, and Landlord may, by notice to Tenant, provide Tenant credit against the Rent for any sums paid as Rent that Landlord receives from any reletting. No act by Landlord allowed by this section shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.

f.

Tenant agrees that after and during a default under this Lease, Landlord may enter the Leased Premises under this provision by use of a master key, a duplicate key or any other means to the extent permitted by law and without breaching the peace and change, alter or modify the door locks or other security devices on all entry doors of the Leased Premises thereby permanently excluding Tenant and its agents, employees, contractors, directors, invitees, licensees, and invitees from the Leased Premises, and Landlord shall not be liable to Tenant for damages in connection therewith. Tenant agrees that this provision of the Lease will override and control any conflicting provisions of Sections 93.002 and 93.003 of the Texas Property Code, as well as any successor statute governing the right of a Landlord to change the door locks of a commercial Tenant.

39.

Bankruptcy

a.

In connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of assigning it, such election or assignment may only be made upon compliance with the provisions of subparts (b) and (c) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease, then Landlord shall immediately be entitled to possession of the Leased Premises, and the Leased Premises shall immediately be surrendered to Landlord, without further obligation to Tenant or the trustee.

b.

Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant’s trustee (the “Electing Party”) must provide for the Electing Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord and Tenant acknowledge such condition to be commercially reasonable. Tenant’s cure obligation includes the obligation to pay compensation to Landlord for any actual pecuniary loss, including, without limitation, attorneys’ fees.

c.

If the Electing Party has assumed this Lease or elects to assign Tenant’s interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Tenant under this Lease. For the purposes hereof, “adequate assurance of future performance” means that Landlord has ascertained that each of the following conditions has been satisfied:

i.

The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and current and anticipated working capital available in amounts sufficient to assure the future performance by the assignee of Tenant’s obligations under this Lease; and

ii.

Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit such assignment.

d.

Landlord’s acceptance of rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord’s consent, Landlord’s right to terminate this Lease for any transfer of Tenant’s interest under this Lease without such consent, or Landlord’s claim for any amount of Rent due from Tenant.

40.

Non-Waiver

41.

Casualty Insurance

42.

Liability Insurance

a.

Landlord shall, at its expense (which expense shall be an Operating Expense pursuant to Section 7(a)(5) of this Lease), maintain a policy or policies of commercial general liability insurance in amounts determined by the Landlord in its sole discretion.

b.

During the Term, Tenant shall, at its sole expense, carry insurance for the benefit of the parties hereto as follows:

i.

Worker’s Compensation insurance providing coverage for statutory benefits in the state(s) where work is to be performed under this Lease and as may be required by local law in the operation area in which Tenant may become legally obligated to pay benefits.

ii.

Employers Liability insurance with limits of at least $1,000,000 each Accident for Bodily Injury by Accident and $1,000,000 each employee and policy limit for Bodily Injury by Disease.

iii.

Commercial Automobile Liability insurance covering owned, hired and non-owned vehicles with limits of at least $1,000,000 combined single limit each occurrence for bodily injury and property damage.

iv.

Commercial General Liability insurance with limits of at least $1,000,000 each occurrence and $2,000,000 General Aggregate for Bodily Injury and Property Damage combined, including designated location(s) general aggregate limit. Such insurance shall be written on an “occurrence” form and shall be endorsed to include the Leased Premises.

v.

Umbrella or Excess Liability insurance with limits of at least $2,000,000 each occurrence and aggregate where applicable in excess of the coverages and limits of the liability of the policies set forth in subsections (ii), (iii), and (iv) above.

c.

All of Tenant’s and any subtenant’s policies shall be endorsed to:

i.

Name Landlord, the manager for the Project, and their respective subsidiaries, affiliates, partnerships, directors, officers, partners and employees (“Landlord Parties”) as Additional Insureds, except this requirement shall not apply to subsections (b)(i) and (ii) above;

ii.

Waive Underwriters’ rights of subrogation or recovery against Landlord Parties;

iii.

Provide thirty (30) days’ prior written notice of cancellation of or material change in coverage to Landlord; and

iv.

Stipulate that Tenant’s insurance will be primary to and will not seek contribution from any other insurance carried by Landlord Parties, with Landlord Parties’ insurance being excess, secondary and non-contributing, and Tenant’s policies shall be appropriately endorsed.

d.

Tenant’s insurance policies required by Section 42(b) will have a deductible, if any, no greater than $25,000.00. Losses not covered by Tenant’s insurance, including but not limited to deductibles, co-insurance penalties and defense costs, shall be borne by Tenant. All of Tenant’s insurance described above shall be placed with insurance companies satisfactory to Landlord. A Certificate of Tenant’s insurance, including copies of all appropriate endorsements, and proof of Tenant’s payment of premium, shall be delivered to Landlord contemporaneously with the delivery of executed counterparts of this Lease, and thereafter, shall be mailed to Landlord within thirty (30) days of each renewal of such insurance. When requested by Landlord, Tenant shall furnish complete certified copies of all its policies to Landlord.

e.

Tenant acknowledges that Landlord requires all vendors or subcontractors hired by Tenant to provide evidence of insurance coverage prior to commencing any service in the Leased Premises.

43.

Release and Waiver; Indemnity

a.

TO THE EXTENT PERMITTED BY LAW, TENANT (A “RELEASING PARTY”) RELEASES AND WAIVES ANY CLAIMS IT MAY HAVE AGAINST THE LANDLORD PARTIES (THE “RELEASED PERSONS”) AND LANDLORD (ALSO A “RELEASING PARTY”) RELEASES AND WAIVES ANY CLAIMS IT MAY HAVE AGAINST THE TENANT (ALSO A “RELEASED PERSON”) FOR BUSINESS INTERRUPTION OR DAMAGE TO PROPERTY SUSTAINED BY THE RELEASING PARTY AS THE RESULT OF ANY ACT OR OMISSION OF THE RELEASED PERSON(S) IN ANY WAY CONNECTED WITH ANY LOSS COVERED BY INSURANCE, WHETHER REQUIRED HEREIN OR NOT, OR WHICH SHOULD HAVE BEEN COVERED BY INSURANCE REQUIRED HEREIN, INCLUDING THE DEDUCTIBLE AND/OR UNINSURED PORTION THEREOF, MAINTAINED AND/OR REQUIRED TO BE MAINTAINED BY THE RELEASING PARTY PURSUANT TO THIS LEASE. THE WAVIER OF CLAIMS CONTAINED IN THIS SECTION 43 (I) WILL SURVIVE THE END OF THE TERM AND (II) WILL APPLY EVEN IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PERSON(S) BUT WILL NOT APPLY TO THE EXTENT A LOSS OR DAMAGE IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PERSON(S).

b.

TO THE EXTENT PERMITTED BY LAW, TENANT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE LANDLORD PARTIES AGAINST ANY CLAIM BY ANY THIRD PARTY FOR INJURY TO ANY PERSON OR DAMAGE TO OR LOSS OF ANY PROPERTY OCCURRING IN OR AROUND THE PROJECT AND ARISING FROM THE USE OR OCCUPANCY OF THE LEASED PREMISES OR FROM ANY OTHER ACT OR OMISSION OR NEGLIGENCE OF TENANT, OR TENANT’S SUBTENANTS OR ANY OF TENANT’S OR SUBTENANT’S OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR INVITEES.

c.

TO THE EXTENT PERMITTED BY LAW, LANDLORD SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS TENANT AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ANY CLAIM BY ANY THIRD PARTY FOR INJURY TO ANY PERSON OR DAMAGE TO OR LOSS OF ANY PROPERTY OCCURRING IN THE PROJECT AND ARISING FROM ANY ACT OR OMISSION OR NEGLIGENCE OF ANY OF THE LANDLORD PARTIES.

d.

THE INDEMNITIES CONTAINED IN THIS SECTION 43 ARE (i) INDEPENDENT OF TENANT’S AND LANDLORD’S INSURANCE (AS APPLICABLE), (ii) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS’ COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, AND (iii) WILL SURVIVE THE END OF THE TERM. NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, TO THE EXTENT THE INDEMNIFIED LIABILITY, LOSS, COST, DAMAGE OR EXPENSE ARISES OUT OF THE JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE, CAUSATION, RESPONSIBILITY OR FAULT OF TENANT AND LANDLORD, WHETHER NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, EXPRESS OR IMPLIED, PRODUCTS LIABILITY, BREACH OF THE TERMS OF THIS LEASE OR WILLFUL MISCONDUCT, THEN THE INDEMNIFYING PARTY’S OBLIGATION TO THE INDEMNIFIED PERSONS SHALL ONLY EXTEND TO THE PERCENTAGE OF TOTAL RESPONSIBILITY OF THE INDEMNIFYING PARTY IN CONTRIBUTING TO SUCH LIABILITY, LOSS, COST, DAMAGE OR EXPENSE OF THE INDEMNIFIED PERSONS.

44.

Waiver of Subrogation Rights

45.

Name of Building

46.

Notices

47.

Relocation

48.

Survival; Entire Agreement

a.

All of Tenant’s covenants and obligations contained in this Lease which have not been performed at the time of termination of the Lease shall survive the expiration or earlier termination of this Lease. No provision of this Lease providing for termination of this Lease prior to expiration of the Term in certain events shall be construed as a limitation or restriction of Landlord’s rights and remedies at law or in equity available upon a breach by Tenant of this Lease.

b.

This Lease shall be binding upon and inure to the benefit of the successors of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors and assigns, to the extent permitted or approved by Landlord hereunder. The pronouns of any gender shall include the other genders, and either the singular of the plural shall include the other.

c.

All rights and remedies of Landlord under this Lease shall be cumulative and none shall exclude any other rights or remedies allowed by law.

d.

Time is of the essence of this Lease.

e.

This Lease (including its exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter of this Lease, and supersedes all prior agreements, understandings, discussions and negotiations, written or oral, between the parties. There are no representations, warranties, agreements, or promises pertaining to the subject matter of in this Lease that are not contained in this Lease, and Tenant is not relying on any statements or representations of Landlord, any agent of Landlord, or any other party, that are not contained in this Lease.

49.

Real Estate Brokers

50.

Telecommunications

a.

Landlord reserves the right as promulgated by state and federal laws, rules and regulations to oversee and manage the telecommunication issues, equipment and cabling in the Building. Tenant will notify Landlord of any telecommunication needs, requirement and issues as required or deemed necessary by the Tenant. Landlord will not unreasonably delay any request by Tenant regarding any telecommunications issues or needs. Landlord will not unreasonably deny or discriminate regarding entry to the Building by any telecommunications provider, but will seek a fair and reasonable agreement based on available space in the Building; health, safety and engineering issues and other issues that directly affect the Building and the Building’s tenants.

b.

Landlord reserves the right now or in the future to install a minimum point of entry cable facility and a cable/fiber riser system within the Building and require all telecommunication providers to equally utilize this location or area depending on the space available and utilize the cable or fiber riser system as each telecommunications provider chronologically seeks to enter the Building. If the telecommunications providers currently have equipment and cabling in the Building riser when Landlord institutes the Building cable facility, Landlord will give that telecommunications provider(s) ninety (90) days written notice that Landlord will be completing a new cable riser facility in the Building and that the telecommunications provider will be required to move to the minimum point of entry and connect to the Building’s cable riser system.

c.

Tenant agrees to indemnify and hold the Landlord, Landlord’s partners, agents, employees and contractors harmless from all liabilities and damages regarding telecommunication services and issues as well as the telecommunications riser facility installed or present in the Building by any telecommunications company or provider.

d.

Telecommunications will evolve and increase in need during the Term. Landlord will use commercially reasonable efforts to accommodate all reasonable needs and requirements of all tenants and all telecommunications providers.

51.

Fees for Tenant Requested Forms

52.

Force Majeure

53.

Hazardous Substances

a.

The term “Hazardous Substance(s)” as used in the Lease, is defined as any element, compound, mixture, solution, particle or substance, which presents danger or potential danger for damage or injury to health, welfare or to the environment including, but not limited to:

b.

At all times during the Term, Tenant shall:

i.

promptly comply at Tenant’s own cost and expense, with all laws, orders, rules, regulations, certificates of occupancy, or other requirements, as the same now exist or may hereafter be enacted, amended or promulgated, of any federal, municipal, state, county or other governmental or quasi-governmental authorities and/or any department or agency thereof relating to the manufacturing, processing, distributing, using, producing, treating, storing (above or below ground level), disposing or allowing to be present Hazardous Substances in or about the Leased Premises or the Project.

ii.

indemnify and hold Landlord, its agents and employees, harmless from any and all demands, claims, causes of action, penalties, liabilities, judgments, damages (including consequential damages) and expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord as a result of (x) Tenant’s failure or delay in properly complying with such law, order, rule, regulation, certificate of occupancy or other requirement referred to in Section 53(b)(i) above or (y) any adverse effect which results from the presence of any Hazardous Substance in or about the Leased Premises caused by Tenant or Tenant’s agents, employees, contractors or any other person claiming under Tenant, with or without Tenant’s consent. If any action or proceeding is brought against Landlord, its agents or employees by reason of any such claim, Tenant, upon notice from Landlord, will defend such claim at Tenant’s expense with counsel reasonably satisfactory to Landlord.

iii.

not permit the presence of any chlorinated solvent in or about the Leased Premises or the Project.

54.

Certification Related to Executive Order 13224 and the USA PATRIOT Act

55.

Counterparts

56.

Authority

57.

Waiver of Jury Trial

58.

Renewal Option

a.

So long as (i) no default exists under this Lease, and (ii) Tenant leases the entire Leased Premises of 4,918 NRSF, Tenant is hereby granted the option to renew the term of this Lease for one (1) additional period of thirty-six (36) months (the “Renewal Term”) to commence at the expiration of the Initial Term.

b.

Tenant shall exercise its option to renew as follows: Tenant shall deliver written notice (“Renewal Notice”) to Landlord of its intention to renew at least nine (9) months, but not earlier than twelve (12) months, prior to the expiration of the Initial Term, which Renewal Notice must be accompanied by current financial information regarding Tenant. If Landlord is not satisfied with Tenant’s financial condition, Landlord will send Tenant notice thereof, and Tenant shall not be entitled to exercise this renewal option. If Landlord is satisfied with Tenant’s financial condition, within thirty (30) days of Landlord’s receipt of Tenant’s Renewal Notice, Landlord shall notify Tenant in writing of the Market Base Rental Rate (hereinafter defined) for the Renewal Term that Tenant shall pay. Within forty-five (45) days after receipt of such written notice from Landlord, Tenant shall, if it elects, deliver written notice to Landlord of its election to exercise its renewal option hereunder. If Tenant does not respond within such forty-five (45) day period, Tenant’s right to renew hereunder shall terminate. All terms of this Lease shall apply to such Renewal Term, except (i) the Base Rental during the Renewal Term shall be the then-prevailing Market Base Rental Rate at the time Tenant exercises the renewal option, (ii) Tenant shall not have an option to renew this Lease beyond the expiration of the Renewal Term, (iii) Tenant shall not have the right to assign its renewal rights to any subtenant or assignee of the Leased Premises nor may a subtenant or assignee exercise such renewal right, and (iv) the leasehold improvements will be provided in their then existing condition (i.e. on an “as-is” basis) at the time the Renewal Term commences.

c.

As used in this Lease, the term “Market Base Rental Rate” shall mean the gross effective rate per square foot of net rentable area at which a willing landlord and a willing tenant would agree to lease comparable space to that for which the Market Base Rental Rate is being determined in comparable office buildings in the West Loop/Galleria area of Houston, Texas, which rate shall take into account all relevant economic and non-economic factors, including but not limited to: the credit-worthiness, reputation and other qualities of such tenant, the quality and reputation of the management of the building in question, the amount of space being offered for lease, the location within the building of such offered space, whether the space being offered is a full floor or a portion of a multi-tenant floor, the quality and finish of the offered space as it then exists, the age and quality of such building, the lease term and renewal options, the scheduled or actual commencement date, add-on factors, basis for paying operating expenses, and market inducements, such as free rent, moving expenses, and architectural, construction and lease assumption allowances.

d.

Whenever Tenant is to pay the Market Base Rental Rate for space under the terms of this Lease, Tenant shall, in addition, pay its share of the Operating Expenses and Parking Charges.

e.

Any defaults must be cured by Tenant prior to exercising the renewal option, and there can be no defaults at the commencement of the Renewal Term.

59.

Letter of Credit

60.

Early Termination Option

61.

Tenant Improvement Allowance