LEASEAGREEMENT

This Lease Agreement (“Lease”), is entered into as of December 29, 2009 (the “Effective Date”), by and between Parkway Properties LP, a Delaware limited partnership (“Landlord”), and Hyperdynamics Corporation (“Tenant”).  In consideration of the mutual covenants set forth herein, Landlord and Tenant agree as follows:

1.  Terms and Definitions. The following definitions and terms apply to this Lease (other words are defined elsewhere in the text of this Lease):

(a)

“Tenant’s Current Address”:

(c)

“Rentable Area of Premises”: 11,648  rentable square feet (“RSF”)

(d)

“Rentable Area of Building”: 109.224 RSF

(e)

“Pro-rata Share”:  Tenant’s pro-rata share is 10.664%, which is determined by dividing the Rentable Area of Premises by the Rentable Area of Building.

(f)

“Term”: a period of Sixty (60) months beginning on the Commencement Date and expiring at 6 o’clock PM Eastern time on the Expiration Date.

(g)

“Commencement Date”: Subject to and upon the terms and conditions set forth herein, the Commencement Date of this Lease shall be the later of (i) February 1, 2010, (ii) the date Tenant takes possession of all or any portion of the Premises, or (iii) Substantial Completion (defined in the Work Letter Agreement attached hereto and incorporated herein as Exhibit D).

(h)

“Expiration Date”: 6 o’clock PM local time on the last day of the full sixtieth (60th) month of the Term.

(i)

“Base Rent”: amount of monthly installments payable by Tenant according to the provisions hereof:

(j)

“Base Year”: Calendar year 2010.

(k)

“Improvement Allowance”: none provided.

(l)

“Security Deposit”: Tenant shall deliver to Landlord a security deposit equal to $50,000 at time of lease execution.   Landlord will refund $35,000 of the security deposit to Tenant at the end of the 25th month of payment as long as Tenant has not been in default and has had no interruptions in payment of rent under the terms of this Lease.  The remaining $15,000 will remain on account with Landlord throughout the term of the Lease.

(m)

“Guarantor”:   N/A.

(n)

“Parking Spaces”: Up to forty-one (41) spaces in the attached parking garage at the following charges: twenty (20) Unreserved upper level parking spaces - $.00/space/month fourteen (14) lower level Unreserved parking spaces $.00/space/month, and Seven (7) Reserved parking spaces at $40.00/space/month plus sales tax.

(o)

“Tenant’s Authorized Broker” is:  N/A

(p)

“Landlord’s Authorized Broker” is: Parkway Realty Services, LLC, which is an affiliate of Landlord.

(q)

“Laws” shall mean any and all laws, ordinances, rules, regulations and codes of any governmental or quasi-governmental entity applicable to the subject matter hereof, including, without limitation, all Laws relating to disabilities, health, safety or the environment.

(r)

“Project”: shall include the Building, land, any parking facilities, plaza and common areas, and related equipment, fixtures and improvements.

2. Premises.  Subject to and in accordance with the provisions hereof, Landlord leases to Tenant and Tenant leases from Landlord the Premises as designated on Exhibit A. The Rentable Area of the Premises and Building for all purposes shall be as set forth in Section 1(c) and 1(d), respectively.  The Rentable Area of the Premises includes a pro rata portion of all Building common areas.  Tenant agrees that, except as expressly stated herein, no representations or warranties relating to the condition of the Premises and no promises to alter, repair or improve the Premises have been made by Landlord.  Except as otherwise expressly provided in this Lease or any Work Letter Agreement executed by Landlord and Tenant, Tenant agrees to accept the Premises in its current “AS IS, WHERE IS” condition and acknowledges that LANDLORD MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, HABITIBILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PREMISES OR THE INITIAL IMPROVEMENTS. Upon Tenant's taking possession for the purposes of conducting business, the Premises, including all Initial Improvements shall be deemed accepted by Tenant.

3.  Authorized Use.  Tenant shall use the Premises solely for general business office purposes, consistent with the uses of office buildings, and for no other purpose.

4.  Term.  This Lease shall constitute a legally binding and enforceable agreement between Landlord and Tenant as of the Effective Date.  Landlord and Tenant shall confirm the Commencement Date and Expiration Date in writing within thirty (30) days after the actual Commencement Date pursuant to the form acknowledgement attached as Exhibit F.

5.  Rental Payment.  Commencing on the Commencement Date, Tenant agrees to pay Rent (defined below) in monthly installments on the first day of each calendar month during the Term, in lawful money of the United States of America to the following address or to such other address as Landlord may designate from time to time in writing:  Parkway Properties LP, Woodbranch Building, P.O. Box 676453, Dallas, TX ###-###-####.  Tenant agrees to timely pay all Base Rent and Additional Rent and all other sums of money which become due and payable by Tenant to Landlord hereunder (collectively “Rent”), without abatement, demand, offset, deduction or counterclaim.  If Tenant fails to pay part or all of the Rent within five (5) days after it is due, Tenant shall also pay (i) interest at the Default Rate (defined below) on the unpaid Rent, plus (ii) a late charge equal to five percent (5%) of the unpaid Rent or the maximum then allowed by law, whichever is less.  If the Term does not begin on the first day or end on the last day of a calendar month, the installment of Rent for that partial month shall be prorated.

6.  Rent.  Tenant shall pay to Landlord as the base rent for the Premises (the “Base Rent”) the amount set forth in Section 1, subject to adjustment as hereinafter provided. Nothing contained herein shall be construed at any time so as to reduce the Base Rent payable hereunder below the amount set forth above.

Base Rent shall be adjusted in accordance with the following provisions (any such adjustment hereinafter the “Base Rent Adjustment”).  Base Rent includes a component attributable to Operating Expenses (defined below) per square foot of Rentable Area in the Premises for the Base Year as specified in Section 1(“Base Operating Expenses”).  Prior to January 1 of each year in the Term, Landlord shall provide Tenant with an estimate of Operating Expenses for the next calendar year in the Term (each, an “Operating Period”).  If Operating Expenses per square foot of Rentable Area during any Operating Period, as estimated by Landlord, exceed Base Operating Expenses, Tenant shall pay Base Rent for such Operating Period equal to the Base Rent set forth above adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses for such Operating Period and the Base Operating Expenses, multiplied by (ii) the Pro-rata Share.

Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within said time period shall not be a waiver of Landlord's right to collect any Base Rent Adjustment.  If such statement shows that the actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within thirty (30) days after delivery of the Expense Statement.  If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor.  The credit shall be applied to future monthly payments attributable to Base Rent Adjustment, or if this Lease has expired, such amount shall be refunded to Tenant.

7.  Operating Expenses.

(a)                     Definitions.                                 "Operating Expenses," as used herein, shall mean all expenses, costs and disbursements of every kind and nature relating to or incurred or paid during any Operating Period in connection with the ownership, operation, repair and maintenance of the Building, garage, land, plaza or greenspace, if any, equipment, fixtures and facilities used in connection therewith (collectively, the “Project”) including, but not limited to, wages and salaries of all employees directly engaged in the operation, maintenance or security of the Project, including taxes, insurance and benefits relating thereto; the cost of all labor, supplies, equipment, materials and tools used in the operation and maintenance of the Project; management fees; the cost of all legal and accounting expenses incurred in connection with the ownership and operation of the Project; the cost of all utilities for the Project, including, but not limited to, the cost of water, sewer, waste disposal, gas, electricity and power for heating, lighting, air conditioning and ventilating; the cost of all maintenance and service agreements for the Project, including but not limited to, security service, window cleaning, elevator maintenance and janitorial service; the cost of all insurance relating to the Project, including, but not limited to, the cost of fire and extended coverage, rental loss or abatement and casualty and liability insurance applicable to the Project and Landlord's personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith; Taxes (defined below); the cost of all license and permit fees; the cost of repairs, refurbishing, restoration and general maintenance; a reasonable amortization charge on account of any capital expenditure incurred in an effort (i) to comply with any governmental rule, regulation, law or otherwise, or (ii) to reduce in the Operating Expenses of the Project; and, all other items constituting operating and maintenance costs in connection with the Project according to generally accepted accounting principles. Except as specifically provided in the immediately preceding sentence, Operating Expenses shall not include the following: (i) depreciation, (ii) leasing commissions, (iii) repairs and restorations paid for by the proceeds of any insurance policy, (iv) construction of improvements of a capital nature, (v) income and franchise taxes other than that portion, if any, of income and franchise taxes which may hereafter be assessed and paid in lieu of or as a substitute in whole or in part for Taxes, or (vi) costs of utilities directly charged to and reimbursed by Tenant or other tenants.  If less than ninety-five percent (95%) of the Rentable Area of the Building is actually occupied during any Operating Period, Operating Expenses shall be the amount that such Operating Expenses would have been for such Operating Period had ninety-five (95%) of the Rentable Area of the Building been occupied during all such Operating Period, as determined by Landlord. Tenant, at its cost, shall have the right to inspect, in Landlord's offices, during Landlord's usual business hours, within the sixty (60) day period following delivery of the Expense Statement, Landlord's records of the Operating Expenses referred to in such statement. If within such sixty (60) day period neither party hereto delivers to the other party a notice referring in reasonable detail to one or more errors in such statement, it shall be deemed conclusively that the information set forth in the Expense Statement is correct.

"Taxes" means all ad valorem taxes, personal property taxes, and all other taxes, assessments, and all other similar charges, if any, which are levied, assessed, or imposed upon or become due and payable in connection with, or a lien upon, the land, the Building or facilities used in connection therewith, and all taxes of whatsoever nature that are imposed in substitution for or in lieu of any of the taxes, assessments, or other charges included in this definition of Taxes; but excluding, however, taxes and assessments attributable to the personal property of tenants and paid by such tenants as a separate charge.  If a rental tax, gross receipts tax or sales tax on rent is imposed on Landlord by any Governmental Authority (defined below) Tenant shall, as additional rent, reimburse Landlord, at the same time as each monthly payment of Rent is due, an amount equal to all such taxes Landlord is required to pay by reason of the Rent paid hereunder.

(b)           Base Rent Adjustment.  Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord's right to collect any Base Rent Adjustment.  If such statement shows that the actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within fifteen (15) days after Tenant's receipt of the Expense Statement.  If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor.  The credit shall be applied to future monthly payments attributable to the Base Rent Adjustment, or if this Service Agreement has expired, such amount shall be refunded to Tenant.  Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of this Service Agreement, the Operating Expenses and Base Rent Adjustment set forth in the Expense Statement shall be binding upon Tenant.  Provided, however, that in the event that the Term of this Service Agreement expires, or is terminated pursuant to the terms of this Service Agreement, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses for the Operating Period in which such expiration or termination date occurs and the Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the portion of such Operating Period that is contained within the Term of the Service Agreement (the “Final Estimated Base Rent Adjustment”).  In the event that Landlord elects to deliver such Final Estimated Base Rent Adjustment to Tenant, then (i) Tenant shall pay the prorated Base Rent Adjustment reflected in the Final Estimated Base Rent Adjustment within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional Base Rent Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent Adjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment.  In the event that Landlord elects not to provide Tenant with a Final Estimated Base Rent Adjustment, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Expense Statement shall be due from Tenant to Landlord within fifteen (15) days after Tenant’s receipt of such statement.

(c)           Tenant's Audit.  Tenant shall have the right to have Landlord's books and records pertaining to Operating Expenses for each Operating Period reviewed, copied (provided Landlord is reimbursed for the cost of such copies) and audited (“Tenant's Audit”), provided that: (a) such right shall not be exercised more than once during any calendar year; (b) if Tenant elects to conduct Tenant's Audit, Tenant shall provide Landlord with written notice thereof (“Tenant's Audit Notice”) no later than thirty (30) days following Tenant's receipt of the Expense Statement for the year to which Tenant's Audit will apply; (c) Tenant shall have no right to conduct Tenant's Audit if an uncured Default by Tenant exists either at the time of Landlord's receipt of Tenant's Audit Notice or at any time during Tenant's Audit; (d) no subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (e) conducting Tenant's Audit shall not relieve Tenant from the obligation to timely pay Base Rent or the Base Rent Adjustment, pending the outcome of such audit; (f) Tenant's right to conduct such audit for any calendar year shall expire thirty (30) days following Tenant's receipt of the Expense Statement for such year, and if Landlord has not received Tenant's Audit Notice within such thirty (30) day period, Tenant shall have waived its right to conduct Tenant's Audit for such calendar year; provided, however, that with respect to any audit of Operating Expenses for the Base Year, Tenant’s right to conduct an audit for such year shall expire the earlier of sixty (60) days following Tenant’s receipt of the Expense Statement for the Base Year or sixty (60) days following Tenant’s receipt of the first Expense Statement forwarded by Landlord to Tenant for any Operating Period during the Term; (g) Tenant's Audit shall be conducted by a Certified Public Accountant whose compensation is not contingent upon the results of Tenant's Audit or the amount of any refund received by Tenant, and who is not employed by or otherwise affiliated with Tenant, except to the extent that such accountant has been engaged by Tenant to conduct Tenant's Audit; (h) Tenant's Audit shall be conducted at Landlord's office where the records of the year in question are maintained by Landlord, during Landlord's normal business hours; (i) Tenant's Audit shall be completed within thirty (30) days after the date of Tenant's Audit Notice, and a complete copy of the results thereof shall be delivered to Landlord within sixty (60) days after the date of Tenant's Audit Notice; and (j) Tenant's Audit shall be conducted at Tenant's sole cost and expense.  If Tenant's Audit is completed and submitted to Landlord in accordance with the requirements of this Section and such audit demonstrates to Landlord's reasonable satisfaction that Landlord has overstated the Operating Expenses for the year audited by more than five percent (5%), Landlord shall reimburse Tenant for any overpayment of Tenant's Pro-Rata Share of such increase in Operating Expenses, as well as Tenant's actual, reasonable cost incurred in conducting Tenant's Audit (not to exceed $2,500.00), within thirty (30) days after Landlord's receipt of documentation reasonably acceptable to Landlord reflecting the amount of such overpayment and the cost of Tenant's Audit.

(d)           Confidentiality.  Tenant hereby agrees to keep the results of Tenant's Audit confidential and to require the auditor conducting Tenant's Audit, including its employees and each of their respective attorneys and advisors, to keep the results of Tenant's Audit in strictest confidence.  In particular, but without limitation, Tenant agrees that: (a) Tenant shall not disclose the results of Tenant's Audit to any past, current or prospective tenant of the Building; and (b) Tenant shall require that its auditors, attorneys and anyone associated with such parties shall not disclose the results of Tenant's Audit to any past, current or prospective tenant of the Building; provided, however, that Landlord hereby agrees that nothing in items (a) or (b) of this subparagraph shall preclude Tenant from disclosing the results of Tenant's Audit in any judicial or quasi-judicial proceeding, or pursuant to court order or discovery request, or to any current or prospective assignee or subtenant of Tenant, or to any agent, representative or employee of Landlord who or which request the same.  If required by Landlord, Tenant shall execute Landlord's then-current confidentiality agreement reflecting the terms of this Section as a condition precedent to Tenant's right to conduct Tenant's Audit.

8.  Security Deposit.  Upon execution of this Lease, Tenant shall deposit the amount indicated in Section 1 (“Security Deposit”) with Landlord to secure Tenant's performance of this Agreement.  If Tenant defaults hereunder then Landlord may, without prejudice to Landlord's other remedies, present the Security Deposit for immediate payment and apply part or all of the Security Deposit to cure Tenant's default. If Landlord so uses part or all of the Security Deposit, then Tenant shall within ten (10) days after written demand, provide Landlord with a replacement Security Deposit in an amount sufficient to restore the Security Deposit to its original amount.  Any part of the Security Deposit not used by the Landlord as permitted by this Agreement shall be returned to Tenant after the Termination Date. If Landlord sells the Building then the Landlord and Tenant shall transfer the Security Deposit to the new owner and shall be relieved of any liability for the Security Deposit upon written confirmation of receipt thereof by the new owner.  Tenant shall not be entitled to any interest on the Security Deposit, and Landlord may commingle any proceeds of the same with other monies of Landlord.

9.  Initial Improvements.  Landlord shall provide an Improvement Allowance in the amount indicated in Section 1 .  The construction of any initial improvements to the Premises (“Initial Improvements”) shall be undertaken in accordance with the terms and conditions of this Lease and if applicable, the terms set forth in the Work Letter Agreement attached hereto as Exhibit D and incorporated herein.  Other than the Improvement Allowance, Tenant shall be responsible for the entire cost of the Initial Improvements.  In no event shall Landlord be obligated to expend more than the Improvement Allowance.

10.  Maintenance and Repair.  Landlord shall only be required to make such improvements, repairs or replacements as may be necessary for normal maintenance of the exterior and the structural portions of the Building and common areas.  Except to the extent that Landlord is obligated to restore and repair the Premises pursuant to Section 22, Tenant, at its sole cost, shall maintain and repair the Premises and otherwise keep the Premises in good order and repair.  Any repair or maintenance by Tenant shall be undertaken in accordance with the provisions and requirements of Section 16.  In addition, Tenant shall pay Landlord ten percent (10%) of the cost and expenses of any extraordinary maintenance or repairs whether undertaken by Landlord or Tenant as a construction oversight fee and for administrative cost recovery.  This fee shall not apply to the Initial Improvements.  Landlord is not responsible for replacing and/or repairing Tenant's fixtures or above standard improvements, including but not limited to, supplemental heating, ventillating and cooling, hot water heaters, insta-hots, garbage disposals, dishwashers, stoves, micro-waves, refrigerators, ice machines, coffee machines, washing machines, dryers or other appliances.  Landlord is not responsible for replacing and/or repairing above building standard fixtures including but not limited to plumbing and/or electric such as sinks, sink fixtures, sink drain lines, appliance drain lines, water source plumbing, GFIs, dedicated outlets or items to those effect.  Tenant shall accept the Premises including any existing appliances and above building standard fixtures, including plumbing and electric, in an "AS IS WHERE IS" condition.

11. Services.  Landlord shall furnish Tenant during Tenant’s occupancy of the Premises the following services: (i) Cleaning and Janitorial Services (defined in Exhibit B), (ii) hot and cold domestic water at those points of supply provided for general use of other tenants in the Building, (iii) electricity for normal office uses subject to Section 12, (iv) elevator service at the times and frequency reasonably required for normal business use of the Premises, (v) lamp and ballast replacement for standard 2’x2’ and 2’x4’ fluorescent light fixtures, (vi) heating, ventilating and air conditioning service between 7:00 o'clock a.m. and 6:00 o'clock p.m. on Monday through Friday and between 8:00 o'clock a.m. and 12:00 o'clock p.m. on Saturday (“Building Standard Hours”), except on New Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by a majority of the tenants (“Holidays”).  If any Holiday falls on a weekend, the Building may observe the Holiday on the preceding Friday or the succeeding Monday.  Tenant may periodically request, and Landlord shall furnish heating, ventilating and air conditioning service on days and at times other than those referred to in clause (vi) above provided Tenant requests such service in writing a reasonable time in advance and agrees to reimburse Landlord for this service at the then existing rate being charged in the Building. Landlord shall not be liable for any damages directly or indirectly resulting from, nor shall any Rent be abated by reason of, the installation, use or interruption of use of any equipment in connection with furnishing any of the foregoing services, or failure to furnish or delay in furnishing any such service when such failure or delay is caused by accident or any occurrence or condition beyond the reasonable control of Landlord. The failure to furnish any such services shall not be construed as an eviction of Tenant or relieve Tenant from the duty of performing any of its obligations under this Lease unless such failure substantially handicaps or  impedes the normal use of the Premises by Tenant and unless within a reasonable time after delivery to Landlord by Tenant of a written notice setting forth a description of the services not so furnished, Landlord fails to commence curing any such failure or thereafter fails to continue the curing thereof with appropriate diligence under the circumstances until cured.

12.  Electrical Usage.  Landlord shall supply sufficient electrical capacity to a panel box located in the core of each floor for lighting and for Tenant’s office equipment to the extent that the total demand load at 100% capacity of said lighting and equipment does not exceed six (6) watts per RSF in the Premises (“Electrical Design Load”).  If Tenant utilizes any portion of the Premises on a regular basis beyond Building Standard Hours or in any manner in excess of the Electrical Design Load, Landlord shall have the right to separately meter such space and charge Tenant for all excess usage.  If separate metering is not practical, Landlord may reasonably estimate such excess usage and charge Tenant a reasonable hourly rate.  Tenant shall pay to Landlord the cost of all electricity consumed in excess of six (6) watts per RSF in the Premises for the number of hours in the Building Standard Hours for the relevant period, plus any actual accounting expenses incurred by Landlord in connection with the metering or calculation thereof.  Tenant shall pay the cost of installing, maintaining, repairing and replacing all such meters.

13.  Communication Lines.  Subject to Building design limits and its existing, or then existing, capacity, Tenant may install, maintain, replace, remove or use communications or computer wires and cables which service the Premises (“Lines”), provided: (a) Tenant shall obtain Landlord’s prior written consent, and shall use contractors approved in writing by Landlord, (b) all such Lines shall be plenum rated and neatly bundled, labeled and attached to beams and not to suspended ceiling grids, (c) any such installation, maintenance, replacement, removal or use shall comply with all Laws applicable thereto, and shall not interfere with any then existing Lines at the Building, and (d) Tenant shall pay all costs in connection therewith.  Landlord reserves the right to require Tenant to remove any Lines located in or serving the Premises which violate this Lease or represent a dangerous or potentially dangerous condition, within three (3) business days after written notice.  Tenant shall remove all Lines installed by or on behalf of Tenant upon termination or expiration of this Lease, unless Landlord expressly permits such Lines to remain.  Any Lines that Landlord expressly permits to remain at the expiration or termination of this Lease shall become the property of Landlord without payment of any type.  Under no circumstances shall any Line problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant’s obligations under this Lease.

14.  Prohibited Use.  Tenant shall not do or permit anything to be done within the Project nor bring, keep or permit anything to be brought or kept therein, which is prohibited by any Laws now in force or hereafter enacted or promulgated, or which is prohibited by any insurance policy or which may increase the existing rate or otherwise affect any insurance which Landlord carries on the Project. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants, or injure or annoy them or use or allow the Premises to be used for any unlawful or objectionable purpose. Tenant shall not commit or suffer to be committed any waste to, in or about the Premises or Project.

15. Legal Requirements; Project Rules.  Tenant shall comply in all material respects with, and shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its directors, officers, partners, members, shareholders, employees and agents harmless from any and all obligations, claims, administrative proceedings, judgments, damages, fines, penalties, costs, and liabilities, including reasonable attorneys’ fees, (collectively, “Costs”) incurred in enforcing this Lease, performance on Tenant’s behalf, or collecting any sums due hereunder, or for the failure by Tenant, its employees, Outside Contractors (defined below) or agents to comply with all Laws relating to the use, condition or occupancy of the Premises now or hereafter enacted other than as a result of the condition of the Premises on the Commencement Date.  Tenant shall cause its employees, Outside Contractors and agents to comply with, and shall use its reasonable efforts to cause its customers, visitors and invitees to comply in all material respects with all Laws applicable to Project.  Tenant shall not cause or permit the use, generation, storage, release or disposal in or about the Premises or the Project of any substances, materials or wastes subject to regulation under any Laws from time to time in effect concerning flammable, explosive, hazardous, petroleum, toxic or radioactive materials, unless such materials are generally used for general office purposes and in compliance with Applicable Law or Tenant shall have received Landlord’s prior written consent, which consent Landlord may withhold or revoke at any time in its sole discretion.  Tenant shall comply with and cause its employees, Outside Contractors and agents to comply with, and shall use its reasonable efforts to cause its customers, visitors and invitees to comply with the rules and regulations of the Project adopted by Landlord from time to time for the safety, care and cleanliness of the Premises and the Project (“Project Rules”).  In the event of any conflict between this Lease and the Project Rules, the provisions of this Lease shall control.  Landlord shall not have any liability to Tenant for any failure of any other tenants to comply with the Project Rules.  The current Project Rules are attached hereto as Exhibit C.

16. Alterations, Additions and Improvements.  Tenant shall not permit, make or allow to be made any construction, alterations, physical additions or improvements in or to the Premises or placement of any signs in the Premises which are visible from outside the Premises (collectively, “Tenant Work”), without first obtaining the prior written consent of Landlord which may be withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord will not unreasonably withhold its consent to Tenant Work that: (i) does not adversely affect the Building structural, mechanical, electrical, plumbing, heating, ventilating, air conditioning, life safety or other base Building improvements or systems, (ii) is not visible from the exterior of the Premises or the Building, (iii) does not affect the exterior of the Building or any public areas of the Project, (iv) does not violate any provision of this Lease, (v) does not violate any Laws, and (vi) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or occupant of the Project.  Tenant’s plans and specifications and all contractors, subcontractors, vendors, architects and engineers (collectively, “Outside Contractors”) shall be subject to Landlord’s prior written approval.  If requested by Landlord, Tenant shall execute a Work Letter Agreement for any such Tenant Work substantially in the form attached hereto as Exhibit D.  Tenant shall pay Landlord ten percent (10%) of the cost and expenses of any Tenant Work whether undertaken by Landlord or Tenant as a construction oversight fee and for administrative cost recovery, provided, however, that such fee shall not apply to construction of any Initial Improvements.  Landlord may hire outside consultants to review such documents and information furnished to Landlord, and Tenant shall reimburse Landlord for the reasonable and actual cost thereof, including reasonable attorneys’ fees, upon demand.  Neither review nor approval by Landlord of any plans or specifications shall constitute a representation or warranty by Landlord that such documents either (i) are complete or suitable for their intended purpose, or (ii) comply with Applicable Laws, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or any other person or entity for such completeness, suitability or compliance.  Tenant shall furnish any documents and information reasonably requested by Landlord, including “as-built” drawings (both in paper and in electronic format acceptable to Landlord) after completion of such Tenant Work.  Landlord may impose such conditions on Tenant Work as are reasonably appropriate, including without limitation, compliance with any construction rules adopted by Landlord from time to time, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such Tenant Work, insurance covering Landlord against liabilities which may arise out of such work, plans and specifications, and permits for such Tenant Work.  Any and all Tenant Work shall become the property of Landlord upon completion and shall be surrendered to Landlord upon the termination or expiration of this Lease for any reason, unless Landlord shall require removal or restoration by Tenant. Tenant shall not allow any liens to be filed against the Premises or the Project in connection with any Tenant Work.  If any liens are filed, Tenant shall cause the same to be released within ten (10) business days after filing by bonding or other method acceptable to Landlord.  All Outside Contractors shall maintain insurance in amounts and types required by, and in material compliance with, Section 20.  ACORD 25 (or its equivalent) certificates of insurance evidencing such coverage shall be provided to Landlord prior to commencement of any Tenant Work.  All Outside Contractors shall perform all work in a good and workmanlike manner, in compliance with all Laws and all applicable Project Rules and Building construction rules. No Tenant Work shall be unreasonably disruptive to other tenants.  Prior to final completion of any Tenant Work, Landlord shall prepare and submit to Tenant a punch list of items to be completed, and Tenant shall diligently complete all such punch list items.

17. Tenant’s Equipment.  Except for personal computers, facsimile machines, copiers and other similar office equipment, Tenant shall not install within the Premises any fixtures, equipment or other improvements until the plans and location thereof have been approved by Landlord.  The location, weight and supporting devices for any libraries, central filing areas, safes and other heavy equipment shall in all cases be approved by Landlord prior to initial installation or any relocation.  Landlord may prohibit any article, equipment or any other item that may exceed the load capacity of the Building from being brought into the Building.

18. Taxes on Tenant’s Property.  Tenant shall pay all ad valorem and similar taxes or assessments levied upon all equipment, fixtures, furniture and other property placed by Tenant in the Premises and all license and other fees or taxes imposed on Tenant’s business.  If any improvements installed or placed in the Project by, or at the expense of, Tenant result in Landlord being required to pay higher Taxes with respect to the Project than would have been payable otherwise, Tenant shall pay to Landlord, within thirty (30) days after demand, the amount by which such excess Taxes are reasonably attributable to Tenant.

19. Access.  Landlord shall have the right to enter the Premises at all reasonable times in order to inspect the condition, show the Premises, determine if Tenant is performing its obligations hereunder, perform the services or make the repairs that Landlord is obligated or elects to perform hereunder, make repairs to adjoining space, cure any Defaults of Tenant hereunder that Landlord elects to cure, and remove from the Premises (should Tenant fail to remove such violative property within 2 Business Days after notice to do same) any improvements or property placed therein in violation of this Lease.  Except in the case of an emergency or to perform routine services hereunder, Landlord shall use reasonable efforts to provide Tenant prior notice of such access.

20. Tenant’s Insurance.  At all times after the execution of this Lease, Tenant will carry and maintain, at its expense with insurance companies reasonably acceptable to Landlord: (i) a commercial general liability insurance policy, including insurance against assumed or contractual liability under this Lease, for liability arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto, to afford protection with respect to bodily injury, death or property damage (including loss of use) of not less than One Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) aggregate; (ii) an all-risks property and casualty insurance (special form building and personal property coverage) policy, including theft coverage, written at replacement cost value with replacement cost endorsements, covering all of the Tenant’s property; (iii) a worker’s compensation insurance policy with applicable statutory limits, (iv) automobile liability with single limit coverage of at least $1,000,000 for all owned, leased/hired or non-owned vehicles, and (v) an excess liability policy “following form” of not less than Three Million Dollars ($3,000,000), including a “drop down” feature in case the limits of the primary policy are exhausted.  Landlord may also require all Outside Contractors to provide in addition to the insurance coverages referenced above such other insurance in amounts and types and with such companies as may be reasonably requested by Landlord, including, without limitation, constructions all risk/builder’s risks (including loss of revenue), professional errors and omissions liability and equipment and tools.  Each liability policy shall include an "Additional Insured Endorsement" in favor of Parkway Properties, Inc., its subsidiaries and affiliated companies, as well as the employees, officers, directors and agents of such companies and any other designees of Landlord and shall be primary.  An ACORD 25 certificate of such insurance in a form reasonably satisfactory to Landlord, or certified copies of the policies, shall be furnished to Landlord on or before the earlier of the Commencement Date or ten (10) days after execution of the Lease, reflecting the limits and endorsements required herein, and renewal ACORD 25 certificates or certified copies of renewal policies shall be delivered to Landlord at least thirty (30) days prior to the expiration date of any policy.  Each policy shall require notice of non-renewal to Landlord and shall further provide that it may not be altered or canceled without thirty (30) days prior notice to Landlord.  Landlord agrees to cooperate with Tenant to the extent reasonably requested by Tenant to enable Tenant to obtain such insurance.  Landlord shall have the right to require increased limits if, in Landlord’s reasonable judgment, such increase is necessary.  All policies required to be maintained hereunder shall include a waiver of subrogation in favor of Landlord.

21. Landlord’s Insurance.  Landlord shall maintain, during the term of this Lease, (i) a commercial general liability insurance policy of not less than One Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) aggregate, and (ii) an all-risk property and casualty insurance policy, including theft coverage, written at full replacement cost value and with replacement cost endorsement, covering the Project, including the Building and the Initial Improvements, and all personal property, fixtures and improvements therein belonging to Landlord, and (iii) an excess liability policy “following form” of not less than Four Million Dollars ($4,000,000), including a “drop down” feature in case the limits of the primary policy are exhausted.  Landlord shall not be obligated to insure any property of Tenant.

22. Casualty.  If the Premises or the Building is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after delivery to Landlord by Tenant of a written notice describing such damage or destruction Landlord advises Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within one hundred eighty (180) days following the date of such destruction or casualty, then Landlord or Tenant may by written notice to the other within thirty (30) days following such notice terminate this Lease.  Unless such damage or destruction is the result of the gross negligence or willful misconduct of Tenant or its employees, agents, Outside Contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto.  If this Lease is not terminated pursuant to the foregoing, Landlord shall restore or replace the damaged or destroyed portions of the Premises or Building, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement.  Landlord shall restore or replace the damaged or destroyed portions of the Premises or Building within a reasonable time, subject to Force Majeure Events and the availability of insurance proceeds.  If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination.  Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property.  Any damage caused by the willful misconduct of Tenant or any of its employees, agents, Outside Contractors, invitees or guests shall promptly be repaired by Landlord, at Tenant’s sole cost and expense.  Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation to repair or restore the Premises on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term.

23. Condemnation.  If more than fifty (50%) of the Premises or if a substantial portion of the Building is taken by the power of eminent domain, then either Landlord or Tenant shall have the right to terminate this Lease by written notice to the other within thirty (30) days after the date of taking; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or Building taken shall be of such extent and nature as to substantially impair Tenant's use of the Premises or the balance of the Premises remaining and Landlord is unwilling or unable to provide reasonable replacement space within the Project. In the event of any taking, Landlord shall be entitled to any and all compensation and awards with respect thereto, except for an award, if any, specified by the condemning authority for any claim made by Tenant for property that Tenant has the right to remove upon termination of this Lease. Tenant shall have no claim against Landlord for the value of any unexpired portion of the Term. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the Rent shall be equitably reduced as to the square footage so taken.

24. Waiver of Claims.  Notwithstanding anything herein to the contrary, each party releases and waives all claims, rights of recovery and causes of action that either such party or any party claiming by, through or under such party by subrogation or otherwise may now or hereafter have against the other party or any of the other party's directors, officers, shareholders, partners, members, employees or agents for any loss or damage that may occur to the Building, Premises, Initial Improvements or any of the contents of any of the foregoing by reason of fire, Act of God, the elements, or any other cause, excluding willful misconduct BUT INCLUDING NEGLIGENCE OF THE PARTIES HERETO OR THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES OR AGENTS. In no event shall Landlord or its directors, officers, shareholders, partners, members, employees, or agents be liable in any manner for incidental, consequential or punitive damages, loss of profits, business interruption, acts of other tenants, vandalism, loss of trade secrets or other confidential information.  The waivers in this Section shall survive the expiration or earlier termination of this Lease.

25. Indemnity. Except for claims, rights of recovery and causes of action waived in Section 24, Landlord shall indemnify and hold harmless Tenant and its agents, directors, officers, shareholders, partners, members, employees and invitees, from all claims, losses, costs, damages, or expenses (including reasonable attorneys’ fees) in connection with any injury to, including death of, any person or damage to any property arising, wholly or in part, out of any action, omission, or neglect of Landlord or its directors, officers, shareholders, members, partners, employees, agents, invitees, or guests, or any parties contracting with such party relating to the Project.  If Tenant shall without fault on its part, be made a party to any action commenced by or against Landlord, Landlord shall protect and hold Tenant harmless and shall pay all costs, expenses, including reasonable attorneys’ fees in connection therewith.

Except for claims, rights of recovery and causes of action waived in Section 24, Tenant shall indemnify and hold harmless Landlord and its agents, directors, officers, shareholders, partners, members, employees and invitees, from all claims, losses, costs, damages, or expenses (including reasonable attorneys’ fees) in connection with any injury to, including death of, any person or damage to any property arising, wholly or in part, out of any action, omission, or neglect of Tenant or its Outside Contractors, directors, officers, shareholders, members, partners, employees, agents, invitees, or guests, or any parties contracting with such party relating to the Project.  If Landlord shall without fault on its part, be made a party to any action commenced by or against Tenant, Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses, including reasonable attorneys’ fees in connection therewith.

Landlord’s and Tenant’s obligations under this Section shall not be limited by the amount or types of insurance maintained or required to be maintained under this Lease.  The obligations under this Section shall survive the expiration or earlier termination of this Lease.

26. Non-Waiver.  No consent or waiver, express or implied, by Landlord to any breach by Tenant of any of its obligations under this Lease shall be construed as or constitute a consent or waiver to any other breach by Tenant. Neither the acceptance by Landlord of any Rent or other payment, whether or not any Default by Tenant is then known to Landlord, nor any custom or practice followed in connection with this Lease shall constitute a waiver of any of Tenant's obligations under this Lease. Failure by Landlord to complain of any act or omission by Tenant or to declare Tenant in default irrespective of how long such failure may continue, shall not be deemed to be a waiver by Landlord of any of its rights hereunder. Time is of the essence with respect to the performance of every obligation of Tenant in which time of performance is a factor.  No payment by Tenant or receipt by Landlord of an amount less than the Rent due shall be deemed to be other than a partial payment of the Rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction.  Landlord may accept such check or payment without prejudice to its right to recover the balance of such Rent or pursue any other right or remedy.  Except for the execution and delivery of a written agreement expressly accepting surrender of the Premises, no act taken or failed to be taken by Landlord shall be deemed an acceptance of surrender of the Premises.

27. Quiet Possession.  Provided Tenant has performed all its obligations, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, subject to the provisions of this Lease.

28. Notices.  Each notice required or permitted to be given hereunder shall be in writing and may be personally delivered, sent via nationally recognized overnight courier or placed in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed in each case at the address provided.  A notice shall be deemed to be given (a) when delivered personally, (b) if sent by registered or certified mail or overnight delivery service, at the time the delivery is indicated on the duly completed United States Postal Service return receipt, or (c) the time of package pick up as indicated on the records of or certificates provided by the overnight delivery service.  Prior to the Commencement Date, the address for notices to Tenant shall be the address set forth in Section 1; after the Commencement Date, the address for Tenant shall be the Premises with a copy to:

Robert B. Bearman

PATTON BOGGS LLP

1801 California Street

Suite 4900

Denver, CO 80218

Telephone: +1 ###-###-####

Facsimile: +1 ###-###-####

Any notices to Landlord shall be addressed and given to Landlord at both of the following addresses:

29. Landlord’s Failure to Perform.  If Landlord fails to perform any of its obligations hereunder, Landlord shall not be in default and Tenant shall not have any rights or remedies growing out of such failure unless Tenant gives Landlord written notice setting forth in reasonable detail the nature and extent of such failure and such failure is not cured within thirty (30) days following delivery of such notice or such longer period as may otherwise be provided herein. If such failure cannot reasonably be cured within thirty (30) days, the length for curing shall be extended as reasonably required if Landlord commences curing such failure within the thirty (30) day period and continues thereafter with reasonable diligence and continuity.

30. Tenant’s Failure to Perform.  If Tenant fails to perform any of its obligations hereunder, in addition to the other rights of Landlord, Landlord shall have the right, but not the obligation, to perform all or any part of Tenant’s obligations. Upon receipt of a demand therefor, Tenant shall reimburse Landlord for the cost of performing such obligations, plus interest thereon at the Default Rate.

31. Default.  “Default” means the occurrence of any one or more of the following: (i) failure of Tenant to pay when due any Rent or other amount required to be paid hereunder; (ii) failure of Tenant, after fifteen (15) days written notice, to observe and fully perform all of Tenant’s obligations hereunder, other than payment of Rent which is covered above; (iii) the adjudication of Tenant to be bankrupt; (iv) the filing by Tenant of a voluntary petition in bankruptcy or other similar proceedings; (v) the making by Tenant of a general assignment for the benefit of its creditors; (vi) the appointment of a receiver of Tenant's interests in the Premises; (vii) any involuntary proceedings instituted against Tenant under any bankruptcy or similar laws, unless such is dismissed or stayed within sixty (60) days thereafter; (viii) if the Tenant is an individual or if the Tenant is controlled by a single individual, the death or incapacity of such individual; or (ix) vacancy of the Premises for more than sixty (60) consecutive days.  Notwithstanding the notice and cure period provided above, Landlord shall not, with respect to any Default hereunder, be required to provide notice and an opportunity to cure more than two (2) times during the Term, and upon a subsequent occurrence of any Default hereunder Tenant shall not be entitled to notice or an opportunity to cure, and Landlord may, at its option, immediately declare a Default and exercise its rights and remedies.

If a Default occurs, then or at any time thereafter while such Default continues, Landlord, at its option, may, without waiving any other rights available herein, at law or in equity, either terminate this Lease or terminate Tenant's right to possession without terminating this Lease. In either event, Landlord may, without additional notice and without court proceedings, reenter and repossess the Premises, and remove all persons and property therefrom using such force as may be necessary, and Tenant hereby waives any claim arising by reason thereof or by reason of issuance of any distress warrant and agrees to hold Landlord harmless from any such claims. If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant immediately shall become liable to Landlord for damages for the entire breach in an amount equal to the total Rent and all other payments due for the balance of the Term discounted at the rate of six percent (6%) per annum to the then present value, plus the cost of repossessing, remodeling and re-renting the Premises and all unpaid Rent through the date of such termination. If Landlord elects to terminate Tenant's right to possession of the Premises without terminating this Lease, Landlord may rent the Premises or any part thereof for the account of Tenant to any person for such rent and for such terms and other conditions as Landlord deems practical, and Tenant shall be liable to Landlord for the amount, if any, by which the total Rent and all other payments herein provided for the unexpired balance of the Term exceed the net amount, if any, received by Landlord from such re-renting, being the gross amount so received less the cost of repossession, re-renting, remodeling and other expenses relating thereto. Such sums shall be immediately due and payable by Tenant upon demand. In no event shall Tenant be entitled to any rents received by Landlord. If a Default occurs or in case of any holding over or possession by Tenant of the Premises after the expiration or termination of this Lease, Tenant shall reimburse Landlord on demand for all costs incurred by Landlord in connection therewith including, but not limited to, reasonable attorneys’ fees, court costs and related costs plus interest thereon at the Default Rate. Actions by Landlord to collect amounts due from Tenant as provided in this Section may be brought at any time, and from time to time, on one or more occasions, without the necessity of Landlord's waiting until the termination of this Lease. The remedies expressed herein are cumulative and not exclusive, and the election by Landlord to terminate Tenant's right to possession without terminating this Lease shall not deprive Landlord of the right, and Landlord shall have the continuing right to terminate this Lease.

32. Surrender.  On the last day of the Term, or upon the earlier termination hereof, Tenant shall peaceably and quietly surrender the Premises to Landlord, in good order, repair and, excepting only reasonable wear and tear resulting from normal use.  The Premises shall be surrendered free and clear of any and all liens or encumbrances of any type.

33. Holding Over.  If Tenant does not surrender possession of the Premises at the end of the Term or upon earlier termination of this Lease, at the election of Landlord, Tenant shall be a tenant-at-sufferance from day to day and the Rent due during the period of such holdover shall be one hundred fifty (150) percent the amount which Tenant was obligated to pay for the immediately preceding month.

34. Removal of Tenant’s Property.  Tenant shall be responsible for any damage to the Premises or Project resulting from removal of any personal property, including Lines (to the extent installed by or on behalf of Tenant), of Tenant.  If Tenant does not remove its property prior to termination, then, in addition to its other remedies at law or in equity, Landlord shall have the right to consider the property abandoned and such property may be removed by Landlord, at Tenant’s expense, or at Landlord’s option become its property, and Tenant shall have no further rights relating thereto or for reimbursement therefore.

35. Landlord’s Lien.  In addition to and cumulative of Landlord's statutory lien, Tenant hereby grants to Landlord a security interest in and to all furniture, furnishings, fixtures, equipment, merchandise and other property placed in the Premises by Tenant to secure the performance of Tenant's obligations under this Lease. At Landlord's request, Tenant shall execute and cause to be filed in the appropriate public records all documents required to perfect such security interest pursuant to the terms of the Uniform Commercial Code in effect in the state where the Project is located.

36. Interest.  All amounts payable by Tenant to Landlord under this Lease, if not paid when due, shall bear interest from the date due until paid at a rate equal to the lesser of fifteen (15%) percent or the then maximum lawful rate (“Default Rate”).

37. Assignment and Subletting.    Landlord shall have the right to transfer and assign in whole or in part, by operation of law or otherwise, its rights and obligations hereunder whenever Landlord, in its sole judgment, deems it appropriate without any liability to Tenant, and Tenant shall attorn to any party to which Landlord transfers its rights and obligations hereunder or the Building.  Any sale, conveyance or transfer of the Building or Project will operate to release Landlord from liability from and after the effective date of such sale, conveyance, transfer or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except for those liabilities that arose prior to the effective date of such sale, conveyance, transfer or assignment.  After said effective date, Tenant will look solely to Landlord’s successor in interest in and to this Lease.

Tenant shall not assign, transfer, mortgage, pledge or otherwise encumber this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any other party to occupy or use the Premises, or any portion thereof, without the prior express written consent of Landlord, which consent shall not be unreasonably withheld.  The Landlord's consent shall not be considered unreasonably withheld if: (i) the proposed subtenant's or assignee's financial responsibility does not meet the same criteria Landlord uses to select comparable Building tenants; (ii) the proposed subtenant's or assignee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige; or (iii) the proposed use is inconsistent with the use permitted by Section 3.  Tenant shall pay Landlord an administrative and review fee of $750 simultaneous with each request by Tenant to assign or sublease any portion of the Premises after the third request.

A “Change in Control” of Tenant shall be deemed for purposes of this Lease to constitute an assignment of this Lease by Tenant which shall require the consent of Landlord and entitle Landlord to exercise it options as provided hereunder.  As used in this Section, a “Change in Control” shall be deemed to have occurred when: (x) any person, after the date hereof, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting interests or equity interests of Tenant and immediately after such acquisition such Person is, directly or indirectly, the Beneficial Owner of voting or equity interests representing 50% or more of the total voting interest or equity interest of all of the then-outstanding equity interests or voting interests of Tenant; (y) the stockholders, partners, members or other equity holders of Tenant shall approve a merger, consolidation, recapitalization, or reorganization of Tenant, or consummation of any such transaction if equity holder approval is not sought or obtained; or (z) the stockholders, partners, members or other equity holders of Tenant shall approve a plan of complete liquidation of Tenant or an agreement for the sale or disposition by Tenant of all or a substantial portion of Tenant’s assets (i.e., 50% or more of the total assets of Tenant).

Notwithstanding the preceding, Tenant shall be permitted to sublease the Premises or assign its interest in this Lease subject to the provisions of this Section.  If Tenant desires to assign this Lease or sublease the Premises, Tenant shall provide Landlord notice in writing at least thirty (30) days in advance of the date on which Tenant desires such assignment or sublease to take effect.  Tenant’s notice shall include (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant's or assignee's business it will operate in the Premises; (C) the terms of the proposed sublease or assignment; and (D) reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee.

Landlord shall, within ten (10) days after receiving such information, give notice to the Tenant to (i) permit or deny the proposed sublease or assignment or (ii) terminate this Lease as to the space so affected as of the date specified in Tenant’s notice (and as to option (ii) only, Tenant will be relieved of all further obligations hereunder as to the terminated space).  If Landlord does not give notice within the ten (10) day period, then Landlord shall be deemed to have consented to the sublease or assignment upon the terms provided in Tenant’s notice.

Subleases and assignments by Tenant shall also be subject to: (i) the terms of this Lease; (ii)Tenant shall remain liable for all Lease obligations; (iii) consent to one sublease or assignment does not waive the consent requirement for future assignments or subleases; and (iv) consideration received by Tenant from an assignment or sublease that exceeds the amount Tenant must pay Landlord hereunder, excluding reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of improvements made to the Premises at Tenant's cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant directly related to Tenant's obtaining an assignee or sublessee, shall also be paid to Landlord.  Tenant shall pay such amount to Landlord at the beginning of each calendar month.  Landlord shall have the right to audit Tenant's books and records to verify the accuracy of the payments under this Section.

If the proposed sublessee or assignee is approved by Landlord and Tenant fails to enter into the sublease or assignment with the approved sublessee or assignee within ninety (90) days after the date Tenant submitted its proposal to Landlord, then Landlord’s approval shall be deemed null and void and Tenant must comply again with the conditions of this Section.

Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Premises, no sublessee or assignee may exercise any renewal options, expansion options, rights of first refusal or similar rights except in accordance with a separate written agreement entered into directly between the Landlord and such sublessee or assignee provided Tenant continues to be liable for the performance of all obligations hereunder, as increased or otherwise affected by the exercise of such rights. Tenant may not exercise any renewal options, expansion options, rights of first refusal or similar rights under this Lease if Tenant has assigned all of its interest in this Lease.

38. Merger of Estates.  The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof, shall not work a merger, but shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to Landlord of Tenant's interest in such subleases or subtenancies.

39. Landlord’s Liability. Notwithstanding anything herein to the contrary, Tenant’s sole and exclusive remedy for the failure of Landlord to perform any of its obligations shall be to proceed against the interests of Landlord in and to the Building. Therefore, Tenant hereby agrees that no personal or corporate liability of any kind or character whatsoever now attaches or at any time hereafter under any condition shall attach to Landlord for payment or performance of any obligations hereunder, including, without limitation, any Landlord indemnity obligations under Section 25.  The obligations under this Section shall survive the expiration or earlier termination of this Lease.

40. Subordination.  The rights and interests of Tenant under this Lease and in and to the Premises shall be subject and subordinate to deeds of trust, mortgages, and other security instruments and to all renewals, modifications, consolidations, replacements and extensions thereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, the Building or any part of the Project, to the same extent as if the Security Documents had been executed, delivered and recorded prior to the execution of this Lease.  After the delivery to Tenant of a notice from Landlord that it has entered into one or more Security Documents, then, during the term of such Security Documents, Tenant shall upon request deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the holder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease or under Applicable Law and shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be self-operative and shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be reasonably required by the holder of any Security Documents. At any time and from time to time upon not less than ten (10) days' prior notice by Landlord, Tenant shall execute, acknowledge and deliver to the Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease, (iii) the Base Rent, Base Rent Adjustment and expense stop, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exists against any rentals, (viii) that Tenant has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease; and (ix) such other matters as Landlord may reasonably request, it being intended that any such statement may be relied upon by any prospective purchaser, tenant, mortgagee or assignee of any mortgage of the Building or the Project or of the Landlord's interest therein.

41. Legal Interpretation.  This Lease shall be interpreted and enforced in accordance with the laws of the state where the Project is located.  The determination that any provision of this Lease is invalid, void, illegal or unenforceable shall not affect or invalidate the remainder.  All obligations of Tenant requiring any performance after the expiration of the Term shall survive the expiration or earlier termination of this Lease and shall be fully enforceable in accordance with those provisions pertaining thereto.  If Tenant consists of two or more parties, then all such parties shall be jointly and severally liable for all obligations of Tenant hereunder.

42. Use of Names and Signage.  Tenant shall not have the right to use the name of the Project or Building except in connection with Tenant’s address, and then such terms cannot be emphasized or displayed with more prominence than the rest of such address. Landlord shall have the right to change the name of the Building whenever Landlord in its sole judgment deems appropriate without any consent of or liability to Tenant.  Any signage of Tenant within its Premises is subject to the prior written approval of Landlord which shall not be unreasonably withheld, conditioned or delayed; provided in all cases, Tenant shall be solely responsible for all costs and expenses relating to any such signage, including, without limitation, design, installation, any operating costs, maintenance, cleaning, repair and removal.  Tenant shall be obligated to pay the cost of repairing any damage associated with the removal of any such signage

43. Brokerage Fees.  Tenant warrants and represents that it has had no dealings with any broker in connection with the negotiation or execution of this Lease other than Tenant’s Authorized Broker.  Tenant’s Authorized Broker represents Tenant’s interests in connection with this transaction and shall be paid by Landlord for its services pursuant to a separate, written agreement fully executed by Tenant’s Authorized Broker and Landlord prior to full execution of this Lease. Landlord’s Authorized Broker represents Landlord’s interests in connection with this transaction and shall be paid by Landlord for its services pursuant to a separate, written agreement fully executed by Landlord’s Authorized Broker and Landlord prior to full execution of this Lease.  Except as expressly provided above, Landlord will not be responsible for, and Tenant will indemnify, defend, and hold Landlord harmless from and against, any brokerage or leasing commission or finder’s fee claimed by any party in connection with this Lease.

44. Successors and Assigns. This Lease shall be binding upon and inure to the benefit of Landlord and its successors and assigns, and Tenant and its permitted successors and assigns.

45. Force Majeure.  Except for the payment of Rent or any other sum due hereunder, each party hereto shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of its obligations when prevented from so doing by a cause beyond such party’s reasonable control, including labor disputes, government regulations, fire or casualty, inability to obtain any materials or services, or Acts of God (collectively, “Force Majeure Events”).

46. Parking.  While Tenant is occupying the Premises and is not in Default, Tenant shall have the right in common with other tenants to use the number of Parking Spaces in the Building’s parking facility indicated in Section 1, subject to any applicable parking fees and rules and regulations promulgated from time to time. If requested by Landlord, Tenant shall execute a separate parking license agreement detailing Landlord’s and Tenant’s rights and obligations with respect to the Parking Spaces. Tenant shall be entitled to use only the number of spaces so allocated.  Nothing herein contained shall be construed to grant to Tenant any estate in real property nor the exclusive right to a particular parking space, but rather as a license only.

47. Rooftop Antenna.  Tenant shall have no right to place any microwave, satellite or other type of antenna on the roof or exterior of the Building without the prior written consent of Landlord which may be withheld or conditioned in Landlord’s sole and absolute discretion.  Landlord expressly reserves the right to charge a fee relating to each such device.  Tenant acknowledges that Landlord currently is under contract with Spectrasite Building Group, Inc. for management and leasing of the roof of the Building.

48. Attorneys Fees.  If Landlord and Tenant litigate any provision of this Lease or the subject matter hereof, the unsuccessful party will pay to the successful party, and the successful party will be awarded all costs and expenses, including reasonable attorneys’ fees and expenses and court costs, incurred by the successful party including any appeal.

49.  Exterior Signage.  Tenant shall be granted the right to place its name on the existing multi-tenant monument sign located on the south side of the building.  Signage will be at Tenant’s sole cost and expense to install and maintain.  The location, size, design, graphics and color of Tenant’s monument identification shall be consistent with the current signage.   Throughout the Term of the Lease, Tenant shall lease from Landlord said signage at a rate of Two Hundred Dollars ($200.00) per month, or Two Thousand Four Hundred and 00/100 ($2,400.00) Dollars per year.

50. Right of First Offer.  So long as Tenant is not in default, Tenant shall have a right of first offer to lease contiguous space on the Fourth floor of the Building.  The rental rate and improvement allowance, if any, for this expansion shall be the then market rate for the Building.  At such time as the space shall become available, Landlord shall provide Tenant written notice specifying the space available and the terms upon which such space will be leased.  Tenant shall have ten (10) days to respond to Landlord, in writing, stating its intent to exercise or waive this option.  In the event that Tenant's written response is not received by Landlord within this time frame, Tenant will be deemed to have waived this right.  If Tenant exercises such option, Landlord and Tenant shall execute an amendment to this Lease setting forth the space to be added hereto and the terms of such expansion.  Notwithstanding the preceding, space shall not be deemed to become available if the space is: (i)  assigned or subleased by the then current tenant of the space; (ii) subject to a specific expansion or other right of another tenant existing as of the Commencement Date unless and until such tenant(s) have failed to timely exercise their option(s); or (iii) not leased to a tenant as of the date of this Lease (until that space is leased, an then subsequently “becomes available”).

51. Option to Renew.  So long as Tenant is not in default, Tenant shall have the right to renew this Lease for one (1) Five (5) year period upon written notice of Tenant’s intent to renew delivered to Landlord not less than twelve (12) months prior to the end of the Term.  The terms and conditions for this renewal period shall remain pursuant to the original terms; however, the Rent shall be the then market rate at the time of renewal and Landlord shall have no obligation to improve the Premises.

52. Entire Lease.  No oral statements or prior written material not specifically incorporated herein shall be of any force or effect.  Tenant agrees that in entering into this Lease and accepting the Premises, it relies solely upon the representations and agreements contained in this Lease, the exhibits attached hereto and the written agreements executed contemporaneously herewith.  This Lease, including the Exhibits which are attached hereto and a part hereof, constitutes the entire Lease of the parties and shall in no way be conditioned, modified or supplemented except by a written Lease amendment executed by both parties.

WITNESS WHEREOF, this Lease is executed and, except as otherwise expressly provided herein, all provisions shall be effective as of the Effective Date.

Attached Exhibits

Exhibit A		Floor Plan
Exhibit B		Cleaning and Janitorial Services
Exhibit C		Rules and Regulations of the Building
Exhibit D		Workletter Agreement
Exhibit D “A”		Construction Rules and Regulations
Exhibit G		Certificate Confirming Lease Date and Base Rent

 

Neither Landlord nor the janitorial company will be responsible for removing items from surfaces in order to dust them.  It is understood that while dusting is completed nightly in the common areas, it is only completed in the Premises once a week and on no particular day.  In addition, neither Landlord nor the janitorial company will be responsible for moving, dusting or cleaning any computer, copier, printer or other office equipment.  Notwithstanding anything herein to the contrary, it is understood that no services of the character provided for in this Exhibit shall be performed on Saturdays, Sundays or Holidays.

1.  No smoking shall be permitted within any portion of the Building or within ten (10) feet of the Building’s exterior doors, including tenant spaces and common areas.

2.  Landlord may provide and maintain a directory for all tenants of the Building. No signs, advertisements or notices visible to the general public shall be permitted within the Project without the prior written consent of Landlord.  Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice placed in violation of this rule without notice to and at the expense of the applicable tenant.

3.  Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by tenants or used by any tenant for any purpose other than ingress and egress to and from the leased premises and for going from one to another part of the Building.    At no time shall any tenant permit its employees or invitees to loiter in common areas or elsewhere in or about the Building or Project.

4.  Corridor doors, when not in use, shall be kept closed.

5.  Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags, food or other unsuitable material shall be thrown or placed therein.

6.  Landlord shall provide all locks for doors into each tenant's leased area, and no tenant shall place any additional lock or locks on any door in its leased area without Landlord's prior written consent. Two keys for each lock on the doors in each tenant's leased area shall be furnished by Landlord. Additional keys shall be made available to tenants at tenant's cost. No tenant shall have any duplicate keys made except by Landlord.  All keys shall be returned to Landlord at the expiration or earlier termination of the applicable lease.

7. A tenant may use microwave ovens and coffee brewers in kitchen or break areas.  Except as expressly authorized by Landlord in writing, no other appliances or other devices are permitted for cooking or heating of food or beverages in the Building.  No portable heaters, space heaters or any other type of supplemental heating device or equipment shall be permitted in the Building.  All tenants shall notify its employees that such heaters are not permitted.

8.  All tenants will refer all contractors, subcontractors, contractors' representatives and installation technicians who are to perform any work within the Building to Landlord before the performance of any work.  This provision shall apply to all work performed in the Building including, but not limited to installation of telephone and communication equipment, medical type equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building.

9.  Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by a tenant of any heavy equipment, bulky material or merchandise which require the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours designated by Landlord.  A tenant must seek Landlord’s prior approval by providing in writing a detailed listing of any such activity.  If approved by Landlord, such activity shall be performed in the manner stated by Landlord.

10.  All deliveries to or from the Building shall be made only at such times, in the manner and through the areas, entrances and exits designated by Landlord.

11.  No portion of any tenant's leased area shall at any time be used for sleeping or lodging quarters. No birds, animals or pets of any type, with the exception of guide dogs accompanying visually handicapped persons, shall be brought into or kept in, on or about tenant's leased area.

12.  No tenants shall make or permit any loud or improper noises in the Building or otherwise interfere in any way with other tenants or persons having business with them.

13.  Each tenant shall endeavor to keep its leased area neat and clean. Nothing shall be swept or thrown into the corridors, halls, elevator shafts, stairways or other common areas, nor shall tenants place any trash receptacles in these areas.

14.  No tenant shall employ any person for the purpose of cleaning other than the authorized cleaning and maintenance personnel for the Building unless otherwise approved in writing by Landlord.  The work of cleaning personnel shall not be hindered by a tenant after 5:30 PM and such cleaning work may be done at any time when the offices are vacant.  Exterior windows and common areas may be cleaned at any time.

15.  To insure orderly operation of the Building, Landlord reserves the right to approve all concessionaires, vending machine operators or other distributors of cold drinks, coffee, food or other concessions, water, towels or newspapers.

16.  Landlord shall not be responsible to the tenants, their agents, patients, employees or invitees for any loss of money, jewelry or other personal property from the leased premises or public areas or for any damages to any property therein from any cause whatsoever whether such loss or damage occurs when an area is locked against entry or not.

17.  All tenants shall exercise reasonable precautions in protection of their personal property from loss or damage by keeping doors to unattended areas locked.   Tenants shall also report any thefts or losses to the Building Manager and security personnel as soon as reasonably possible after discovery and shall also notify the Building Manager and security personnel of the presence of any persons whose conduct is suspicious or causes a disturbance.  The tenant shall be responsible for notifying appropriate law enforcement agencies of any theft of or loss to a tenant’s or its employees’, contractors’, agents’ or invitees’ property.

18.  All tenants, their employees, guests and invitees may be called upon to show suitable identification and sign a building register when entering or leaving the Building at any and all times designated by Landlord form time to time, and all tenants shall cooperate fully with Building personnel in complying with such requirements.

19.  No tenant shall solicit from or circulate advertising material among other tenants of the Building except through the regular use of the U.S. Postal Service. A tenant shall notify the Building Manager or the Building personnel promptly if it comes to its attention that any unauthorized persons are soliciting from or causing annoyance to tenants, their employees, guests or invitees.

20.  Landlord reserves the right to deny entrance to the Building or remove any person or persons from the Building in any case where the conduct of such person or persons involves a hazard or nuisance to any tenant of the Building or to the public or in the event or other emergency, riot, civil commotion or similar disturbance involving risk to the Building, tenants or the general public.

21.  Unless expressly authorized by Landlord in writing, no tenant shall tamper with or attempt to adjust temperature control thermostats in the Building.  Upon request, Landlord shall adjust thermostats as required to maintain the Building standard temperature.

      22.  All requests for overtime air conditioning or heating must be submitted in writing to the Building management office by noon on the day desired for weekday requests, by noon Friday for weekend requests, and by noon on the preceding business day for Holiday requests.

23.  Tenants shall only utilize the termite and pest extermination service designated or approved by Landlord.

24.  No tenant shall install, operate or maintain in its leased premises or in any other area of the Building, any electrical equipment which does not bear the U/L (Underwriters Laboratories) seal of approval, or which would overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation as determined by Landlord, taking into consideration the overall electrical system and the present and future requirements therefor in the Building.

25.  Parking in the parking garage shall be in compliance with all parking rules and regulations including any sticker or other identification system established by Landlord.  Failure to observe the rules and regulations shall terminate an individual’s right to use the parking garage and subject the vehicle in violation to removal and/or impoundment.  Parking stickers or other forms of identification supplied by Landlord shall remain the property of Landlord and not the property of a tenant and are not transferable.  The owner of the vehicle or its driver assumes all risk and responsibility for damage, loss or theft to vehicles, personal property or persons.

26.  Each tenant shall observe Landlord’s reasonable rules with respect to maintaining standard window coverings at all windows in its leased premises so that the Building presents a uniform exterior appearance.  Each tenant shall ensure that to the extent reasonably practical, window coverings are closed on all windows in its leased premises while they are exposed to the direct rays of the sun.

27.  Bicycles and other vehicles are not permitted inside or on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes and except as may be needed or used by a physically handicapped person.

      28.  Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations as in its judgment shall from time to time be needful for the safety, protection, care and cleanliness of the Building, the operation thereof, the preservation of good order therein and the protection and comfort of the tenants and their agents, employees and invitees, which rules and regulations, when made and written notice thereof is given to a tenant, shall be binding upon it in like manner as if originally herein prescribed.

 

(CONSTRUCTION BY LANDLORD)

This Work Letter Agreement is entered into on this ____ day of December, 2009 by and between Parkway Properties LP (“Landlord”) and Hyperdynamics Corporation (Tenant”).  All capitalized terms appearing in this Work Letter Agreement (“Letter”) shall have the same meaning as those appearing in the attached Lease  between Landlord and Tenant (“Agreement”), except as expressly modified herein.  This Letter, when fully executed by both parties, shall modify, amend, and supplement the Agreement as follows:

1.	Initial Improvements

a.

The design and construction work with respect to the refurbishment of the Premises pursuant to the Agreement shall be referred to as the “Initial Improvements” and shall be at the expense of Tenant.

b.

Initial Improvements shall consist of “hard” construction costs (e.g., materials) and related “soft” costs (e.g., architectural fees, construction-management fees).  In connection with the services to be provided by Landlord hereunder, Tenant shall pay to Parkway Realty Services, LLC (an affiliate of Landlord ) within ten (10) days of invoice a construction-management fee equal to zero percent (0%) of the total cost of the Initial Improvements.

2.	Tenant Plans

a.

Tenant shall cause to be prepared and delivered to Landlord no later than December 23, 2009, for Landlord’s approval, the following proposed drawings for the Initial Improvements (“Tenant Plans”):

1.

architectural drawings (consisting of floor construction plan, ceiling lighting and layout, power and telephone plan);

2.

mechanical drawings (consisting of HVAC, electrical, telephone, and plumbing); and

3.

finish schedule (consisting of wall finishes, floor finishes, and miscellaneous details).

b.

Within ten (10) business days after Landlord  receives the Tenant Plans, Landlord  shall approve the Tenant Plans or provide comments regarding any objections to the Tenant Plans.  Tenant shall then diligently revise the Tenant Plans to address all of Landlord ’s comments.  After such revisions are finalized to Landlord ’s satisfaction, Landlord  shall provide Tenant with a cost estimate and construction bid for the Initial Improvements, which Tenant shall approve or direct Landlord  to make certain changes, deletions, or additions and to rebid the same.  Landlord  shall cause the rebidding of the revised Tenant Plans in accordance with Tenant’s directives and shall submit the revised bid information to Tenant for Tenant’s review and approval, which shall not be unreasonably withheld, conditioned, or delayed.  Within five (5) business days of receipt thereof, Tenant shall review such bid information and provide Landlord  with Tenant’s approval thereof, including any final corrections and amendments (if any).  Thereafter, these Landlord-approved and Tenant-approved Tenant Plans shall be known as the “Final Plans.”

 

c.

The Tenant Plans and Final Plans shall comply with all applicable statutes, ordinances, regulations, laws, and codes.  Neither review nor approval by Landlord  of the Tenant Plans or Final Plans shall constitute a representation or warranty by Landlord  that such plans either (1) are complete or suitable for their intended purpose or (2) comply with applicable statutes, ordinances, regulations, laws, and codes, it being expressly agreed by Tenant that Landlord  assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability, or compliance.  Tenant shall not without Landlord ’s prior written approval make any changes to the Final Plans, except that immaterial changes may be made without Landlord ’s prior approval, provided that Tenant provides Landlord with prior written notice of any such change.

3.	Construction of Initial Improvements

a.

The Initial Improvements shall be constructed in accordance with the Final Plans.

b.

If Tenant desires to change the Final Plans, Tenant shall, at its expense, provide to Landlord plans and specifications for such change(s).  All such plans and specifications shall be subject to Landlord’s written approval, which will not be unreasonably withheld.

c.

If Tenant requests Landlord to perform additional work to the Premises outside the scope of the Final Plans, then such work shall be performed by Landlord at Tenant’s expense.  Prior to commencing any such work requested by Tenant, Landlord will submit to Tenant written estimates of the cost of any such work.  If Tenant fails to approve any such estimate within ten (10) days, then the same shall be deemed disapproved in all respects by Tenant, and Landlord shall not be authorized to proceed thereon.

d.

If Tenant fails to supply to Landlord any of the above-specified information within twenty (20) days after the dates so specified, then Landlord may, at its option, declare a default under the Agreement , as amended, and exercise any of Landlord’s remedies for default thereunder, including terminating the Agreement .  If Landlord so terminates the Agreement , Tenant shall pay Landlord for all expenses incurred by Landlord in refurbishing the Premises for Tenant.

e.

Upon Substantial Completion (defined below), Landlord will assign to Tenant, on a nonexclusive basis, all warranties available from the contractors, subcontractors, suppliers, manufacturers, and materialmen for construction of the Initial Improvements.  “Substantial Completion” shall mean the date the applicable certificate of occupancy is issued with respect to the Initial Improvements.  Tenant’s sole and exclusive remedy shall be for the repair and replacement of defects of material and workmanship under the aforementioned warranties, and Landlord shall not be responsible for any defect of any nature in the Initial Improvements.  Landlord makes no warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, in connection with the Initial Improvements.  Tenant’s sole remedy for breach of any applicable warranty shall be the remedy set forth in this paragraph.  Tenant agrees that no other remedy, including without limitation incidental or consequential damages for lost profits, injury to person or property, or any other incidental or consequential loss, shall be available to Tenant.

 

f.

Prior to and during construction of the Initial Improvements, Tenant’s architects, vendors, and other duly authorized agents shall have the right to enter the Premises for purposes of inspection, making measurements, and installing system furniture, phone equipment, and telecommunications cabling, provided each such agent presents Landlord with a Landlord-approved certificate of insurance naming Landlord as an Additional Insured.

g.

Upon Substantial Completion, Tenant shall provide Landlord with a punch list of items requiring completion and/or correction with regard to the Initial Improvements to the Premises (“Punch List”).  Landlord shall complete the Punch List as soon as reasonably practical.

4.	Selection of Contractor

Landlord, acting in its sole and absolute discretion, shall have the right to select the contractor for the Initial Improvements.  The Construction Rules and Regulations for the Building are attached hereto and incorporated herein as Exhibit D “A” and must be followed by all parties.

5.	Improvement Allowance

N/A

6.

Agreement

Upon full execution of this Letter and approval of the Final Plans by Landlord and Tenant as described above, Landlord shall proceed to construct the Initial Improvements in accordance with the Final Plans.

Except as expressly modified by this Letter, the Agreement and all the covenants, agreements, terms, provisions, and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed by Landlord and Tenant.

The above terms and conditions are confirmed and agreed as of the date first written above by:

 

 

 

II.	INTRODUCTION

 

The intent of these regulations is to establish criteria for all construction or maintenance activities within the Woodbranch Building.  Parkway Realty, as managing and leasing representative for the building owner asks for your cooperation in maintaining these rules and regulations

III.	BUILDING ACCESS

 

Building business hours for tenant use are 7:00 a.m. – 6:00 p.m. Monday through Friday and 8:00 a.m. – 12:00 p.m. on Saturday.

The Landlord will maintain control of all persons performing a service while on the premises.  This includes the right to stop work and remove from the property, any individuals who violate the rules and regulations of the building.

Companies who perform work in the building must be approved to access the building by filling out a Security Clearance Form and submitting it to Building Management for approval 24 hours in advance.  This approval shall be for a specified period of time and area.

Under no circumstances can materials be loaded or unloaded through a pedestrian entrance.  Because the building has only one elevator available for freight it is imperative that all deliveries, unloading, etc. be scheduled in advance via Security Clearance Forms.

IV.	GENERAL INFORMATION

 

The property management office will stop or shut down any activity at any time that is not in compliance with these rules and regulations. Any claims for compensation due to the delay will not be acknowledged.

Neither the Landlord nor its employees shall be held responsible for any loss, damage, or theft of contractor equipment, materials, tool, or any other item belonging to the contractor.

The contractor must submit a list of emergency phone numbers or an answering service number that will provide a thirty (30) minute (maximum) reply time to the Landlord’s call.

No alcohol, drugs, or persons under the influence of controlled substances of controlled substance are permitted on the premises at any time.

No smoking or chewing of tobacco products in the building or within 100 feet of the entrances.  This includes all stairwells, elevators, multi-tenant corridors, restrooms, elevator lobbies and main lobby.  Also included are all public areas, tenant space, empty spaces and mechanical rooms.

 

Contractor will take the necessary precautions to protect the existing property when his work comes in contact with it.  Anything damaged by a contractor will be repaired to Landlord’s satisfaction at the contractor’s expense.

Contractors reserving an elevator for construction purposes have exclusive use and the elevator must be manned at all times by the contractor’s representative.

Materials containing asbestos are absolutely forbidden in the building.  Contractor warrants all materials are free from asbestos and will comply with “Exhibit A – Contractor Environmental Clause”.

Contractors who reserve the elevator will sign in with the management office or security officer.  Any problems relating to the use of the elevator should be reported to building security.  When the reservation time has expired or is not required any longer building security must be notified immediately.

Workers will not frequent any floor other than the floor (s) related to their work without prior approval and scheduling through building management.

Contractors can not lounge or eat in the building’s lobbies, mechanical rooms, hallways, or stairwells.  This must be done in designated area, or the assigned work area.  Tenant spaces are off limits and shall not be disturbed for any reasons.

Any elevator left unattended for longer than 60 minutes will be considered abandoned and permission for its use will be immediately revoked.

Loud noise from radios tools or workers using inappropriate language is prohibited.

Workers shall be removed from the premises for objectionable conduct.

Theft of any kind will be handled by building security.

The restroom facilities are not to be used for any purpose other than that for which they were intended, i.e.: tool cleaning, etc. is strictly forbidden.  Construction personnel will be assigned specific restrooms.

When work is completed the contractor will immediately supply to the Landlord:

·

Certificates of Occupancy or Compliance

·

Operations & Maintenance manuals, installation instructions that came with the purchase, and warranty cards (these must have the serial and model numbers, etc. filled in).

·

As-built drawings

No work will take place in any public area and no construction related materials or equipment are allowed in public areas during building business hours.

 

V.	TIME SCHEDULE SUMMARY

 

1.	Building hours for Tenant use are from 7:00 a.m. to 6:00 p.m. Monday through Friday and 7:00 a.m. to 1:00 p.m. on Saturday.

2.	The management office schedules construction elevator usage on a first-come first-served basis.

 

3.	If the MEP sprinkler, fire safety or security systems are tied into or shut down, a twenty-four hour notice must be submitted to the building office for approval.

4.	If demolition, painting, sweeping, welding, cutting, etc. could possibly activate a smoke detector, a twenty-four hour notice must be submitted to the building office for approval. This work must be accomplished between the hours of 9:00 p.m. and 5:00 a.m.

5.	The management office will accept elevator reservations beginning two weeks prior to their use.  All reservations must be requested in writing to the management office.  The building management reserves the right to revoke elevator usage at any time.

VI.

SAFETY

 

Contractor shall coordinate all fire alarm system and fire sprinkler system related work with the management office and Security.  No fire alarm or sprinkler system related work will be performed until proper steps have been taken to assure that false alarms will not occur, that adequate building protection will be maintained, and that the proper agencies have been notified of Fire Safety System downtime.  Contractor will also coordinate with Building Management and Security for the proper restoration of the fire alarm and sprinkler systems to normal operation immediately upon completion of the work.  Under no circumstances shall the Contractor leave the premises until these systems have been restored to normal operating status.

Contractors shall take adequate steps to prevent false fire alarms or other unnecessary alarms that occur as a direct or indirect result of their work on the premises.  This shall include protection of smoke detection devices from smoke, dust, and debris during construction, use of sweeping compound when sweeping floors to avoid dust, and proper precautionary measures taken when working around other alarm initiating devices, such as pull stations, water flow detectors, and fire safety related power sources.  All work that, for any reason, may activate the Fire Alarm System must first be reported to the management office so that appropriate measures may be taken to prevent a false alarm.  Such work includes welding, sawing, sweeping, painting, sanding, soldering, brazing, etc.

Contractors shall observe the following fire safety precautions at all times:

·	At least one approved fire extinguisher must be within reach of all welding/brazing work and other open flames.

·	Acetylene, oxygen, or other types of pressurized gas bottles must be in an upright position and strapped to an immovable object.

·	Only electric welding machines will be used inside the building.

·	Fire blankets shall be used where appropriate.

·	All electric cords and tools must be inspected on a regular basis and must be in proper working condition.

·	Hazardous Materials may not be brought or stored on the premises without proper documentation procedures being followed.

Hazardous materials are defined as:

§	Flammable liquids

§	Flammable solids

 

§	Pressurized gases

§	Liquefied gases

§	Cryogenics

§	Combustible metals

§	Oxidizing agents

§	Explosives

§	Radioactive materials

VII.	CONSTRUCTION PRACTICES

 

As professionals, all trades must work together as a team to keep the job on schedule with quality installations.

All projects will be swept/vacuumed, trash properly disposed of, and the material organized on a daily basis.  We’re not requiring a final clean but the job will be in a manner acceptable to Management.  A floor sweeping compound must be used.  The final clean up by the General Contractor will include corridor & lease space light fixtures, walls, floors, windows, sills, mini blinds, cabinets, counters, HVAC diffusers or grills (painted if rusty) or blank-off plates, mechanical rooms, restrooms, etc; anything associated with the project.  If the Landlord is forced to clean the job site a justified value will be deducted from your contract.

All trash is to be removed from the premises daily. Contractor will provide his own method for trash containment. Walk off mats must be placed inside every entrance/exit, within each construction project for all individuals to wipe their feet on. Mats must be kept clean and vacuumed. There shall be no signs of construction dust in public areas at any time.

Vacant lease spaces, loading docks, mechanical rooms, lobbies, stairwells, maid closets, elevator lobbies and parking areas are not to be used as work areas or storage areas for tools, equipment or materials.

Permits, plans, and certificates of occupancy are to be paid for by the contractor unless noted otherwise.

Contractor must ensure all building MEP and safety systems are in service at all times unless disruptions are scheduled with Building Management.

All phone and data cables must be securely tagged with the tenant’s name and suite number at the origin and every place it crosses a corridor wall or any neighboring tenant wall.

Stairwell and mechanical room doors must not be manipulated to remain in an unlocked state or propped open.

Lobbies are not to be used as staging zones.

Contractors are responsible for notifying Landlord, in writing of existing facility damages, before manning or stocking the job. Otherwise, the contractor is liable for any repairs. This includes lobbies, public corridors, restrooms, doors, stairwells and elevators.

 

No Company signs, logos, or plans are allowed in public view.

Ladders shall have rubber, carpet or similar material on the feet to prevent sound transmission when they are moved.

All gang boxes, dollies, carts, or other material moving devices shall have rubber tires.

Material stacking shall not exceed seventy (70) pounds/square.

All identified unused and salvageable material or equipment must be relocated to a floor area designated by Landlord if the Landlord chooses to keep it.  Otherwise it must be removed from the building.

All work involving core drilling, spraying or other function that may cause disruptive noise, fumes, odor, or result in necessary access to any occupied Tenant space or in any public area, must be approved by Building Management.  All work of this nature must be performed after building hours unless otherwise approved prior to work.

Noisy work shall be defined as any noises distracting to neighboring tenants including but not limited to the following:

-

Concrete coring, drilling or chipping

-

Installation of power actuated fasteners

-

Tack strip nailing

-

Chop sawing

-

Banging on pipes or other equipment

-

Demolition

All penetration of piping, duct work, conduits, etc. through walls, partitions, and floors shall be fire sealed to the Landlord’s satisfaction to maintain the integrity of the structure’s fire safety rating.

Any openings in walls and partitions made by the Contractor for access to construction work shall be patched and/or repaired to the Landlord’s satisfaction to maintain the integrity of the structure’s fire safety rating.

 

Any openings in walls and partitions made by the Contractor for access to construction work shall be patched and/or repaired to the Landlord’s satisfaction.

Before each job begins the General Contractor must submit a list of subcontractors to be used and hold a pre-job meeting at the site.

Only contractor on the approved bidder’s list shall be utilized to do work in this building.  If any subcontractor intends to utilize the services of another contractor to create a sub-to-sub relationship, Building Management must be notified in writing by the general contractor prior to issuance of the building agreement.

Contractor parking is located to the east of the building or with prior arrangement, on the roof of the garage.   Do not park in the visitor, reserved, or handicapped parking.

 

 

VIII.

SUMMARY

 

These rules and regulations are to be common knowledge to all workers.  Please respect our tenants and guests by adhering to the guidelines listed above.  If you have any questions, comments or suggestions please call the management office at ###-###-####.  Your signature below represents your acceptance of these building rules and agreement to comply.

 

 

 

This Certificate Confirming Lease Dates and Base Rent is attached to and made a part of the Lease dated December ___, 2009, by and between Parkway Properties LP, as Landlord, and Hyperdynamics Corporation, as Tenant.

The undersigned hereby agree and confirm that the Commencement Date, Termination Date and Base Rent schedule are revised as stated below:

The Commencement Date as defined in Section 1(g) of the Lease is _________________________________

The Termination Date as defined in Section 1(h) of the Lease is ______________________________________.

The Base Rent schedule as defined in Section 1(i) of the Lease is as follows: