Exhibit 10.22

INDEX TO

OFFICE LEASE

SECTION

PAGE

BASIC LEASE INFORMATION RIDER:

1. PREMISES: COMMON AREAS

5

2. LEASE TERM: LEASE DATE

5

3. RENT

5

4. SECURITY DEPOSIT

8

5. USE

8

6. DELAY OF POSSESSION

8

7. ACCEPTANCE OF PREMISES: LANDLORD’S WORK

9

8. PARKING

9

9. BUILDING SERVICES

9

10. SECURITY

10

11. REPAIRS AND MAINTENANCE

11

12. TENANT’S ALTERATIONS

12

13. LANDLORD’S ADDITIONS AND ALTERATIONS

12

14. ASSIGNMENT AND SUBLETTING

12

15. TENANT’S INSURANCE COVERAGE

14

16. LANDLORD’S INSURANCE COVERAGE

15

17. SUBROGATION

15

18. DAMAGE OR DESTRUCTION BY CASUALTY

15

19. CONDEMNATION AND EMINENT DOMAIN

16

20. LIMITATION OF LANDLORD’S LIABILITY: INDEMNIFICATION

16

21. COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES

17

22. COMPLIANCE WITH LAWS AND PROCEDURES

18

23. RIGHT OF ENTRY

18

24. DEFAULT

18

25. LANDLORD’S REMEDIES FOR TENANT’S DEFAULT

19

26. LANDLORD’S RIGHT TO PERFORM FOR TENANT’S ACCOUNT

20

27. LIENS

20

28. NOTICES

20

29. MORTGAGE: ESTOPPEL CERTIFICATE: SUBORDINATION

20

30. ATTORNMENT AND MORTGAGEE’S REQUEST

21

31. TRANSFER BY LANDLORD

21

32. SURRENDER OF PREMISES: HOLDING OVER

21

33. NO WAIVER: CUMULATIVE REMEDIES

21

34. WAIVER OF JURY TRIAL

22

35. CONSENTS AND APPROVALS

22

36. RULES AND REGULATIONS

22

37. SUCCESSORS AND ASSIGNS

22

1


BASIC LEASE INFORMATION RIDER

OFFICE LEASE

Preamble
Page 1

    

Date of the Lease: January 7, 2011.

 

 

Preamble
Page l

Landlord: FRENCH OVERSEAS, LLC, a Florida limited liability company

 

 

Preamble
Page 1

Tenant: ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company, authorized to do business in the State of Florida.

 

 

Section 1
Page 1

Premises: Suite 100, 102 and 304, plus the Extra Space (located in Suite 101) at 1401 N.W. 136th Avenue, Sunrise, Florida 33323

 

 

Section 1
Page 1

Rentable Area of Premises: 22,336 square feet plus the additional 400 square feet, more or less, located in Suite 101 of the Building (the “Extra Space”), which shall not be included in the Rentable Area of Premises for purposes of calculating amounts due from Tenant under this Lease.

 

 

Section 2
Page 1

Lease Commencement Date: April 1, 2011. In its sole discretion, Tenant shall have the right to extend the lease commencement date to May 1, 2011, provided notice thereof is given by Tenant to Landlord on or before March 1, 2011. Furthermore, Tenant shall have the right to move in to the leased premises three weeks prior to the commencement of the Lease for move-in and fitup purposes, provided Tenant has then complied with all insurance requirements provided for on the Lease, and Tenant does not interfere with the completion of Tenant improvements by Landlord.

 

 

Section 2
Page 1

Expiration Date: January 31, 2017, unless extended as set forth in the Lease.

 

 

Section 2
Page 1

Lease Term: 70 consecutive calendar months

 

Rent Commencement Date: April 1, 2011, unless extended as set forth in the Lease.

 

 

Section 3

Base Rent $12.00/sq. ft. of Rentable Area of Premises plus Sales Tax. Subsequent years shall escalate at a fixed three percent (3.0%) per year on the anniversary date of the Lease Term. which is April 1st, unless such anniversary date is extended as a result of the extension of the Commencement Date set forth in the Lease.

 

 

Section 3

Additional Rent: Estimated for 2011 at $ 11.00 per square foot of Rentable Area of Premises plus Sales Tax: Those expenses are “Full Service” and shall include, but not be limited to, Real Estate Taxes, Building Insurance, all Common Area Maintenance (“CAM”) charges, electric, HVAC (during normal business hours), daily janitorial service, and water/sewer. An annual 3% cap on controllable expenses on a non-cumulative basis.

Sections 3, 4
Page 4

Security Deposit Received: $45,379.31 (which sum is equal to one (1) month initial Base Rent and Additional Rent). Additionally, at Lease signing, Tenant shall remit the sum of $94,529.31 representing $45,379.31 for Base Rent for the first month that Base Rent is due (the 5th month following the Commencement Date) and last month’s Base Rent and Additional Rent, including Sales Tax estimated to be $49,150.00 (note: first and last month’s rent may need to be adjusted for any variation in the Building’s Operating Expenses and sales taxes). Therefore,

2


Landlord

    

acknowledges receipt from Tenant, subject to clearance, of the total sum of $139,908.62 upon lease signing.

 

 

Section 5
Page 4

Use of Premises: General office use.

Concession:

First 4 months of Gross/full service rent shall be abated. Thereafter the first 2 months of years 2-4 of Base Rent shall be abated for a total of 10 months abated rent. Months 1-4 Gross/Full Service rent abated. Months 13, 14, 25, 26, 37 and 38 Base Rent abated.

 

 

 

Tenant’s Address for Notices Prior to Lease Commencement Date: Jon Tiomno

Platinum Equity
2625 Weston Road
Weston, FL 33331
954-446-6234
Fax 310-228-4928
itiomno@platinumequity.com 

Tenant’s Address for Notices After Lease Commencement Date:

Tenant, Attn: Peter Blei (Chief Operating Officer)

The Premises

With a copy to:

Platinum Equity

360 N. Crescent Drive, South Building

Beverly Hills, CA 90210

Attn: Eva Kalawski, General Counsel

 

Landlord’s Address for Notices:

French Overseas Company, LLC

2828 Coral Way Suite 304

Miami Florida, 33145

Attention: Alicia Gonzalez Taboas/ Martina San Miguel

Section 8
Page 5

Number of Unassigned Parking
Uncovered Parking Area: 165

 

 

Section 15
Page 12

Amount of Commercial General Liability Insurance:

$ 1,000,000.00

 

 

Section 40
Page 21

Tenant’s Real Estate Broker:

 

Jardack Commercial Realty

2475 NW 95th Avenue, Suite 3, Doral, FL 33172

T: 214-604-6815 F: 214-975-3519
kathy.bellinger@daumcommercial.com 

 

Landlord’s Representative:

Robert Listokin, SIOR

Colliers International South Florida

1000 Corporate Drive # 100, Fort Lauderdale, FL 33334

T: 954 233 6000 F: 954 233 6010

robert.listokin@colliers.com

3


Certain of the information relating to the Lease, including many of the principal economic terms, are set forth in the foregoing Basic Lease Information Rider (the “BLI Rider”). The BLI Rider and the Lease are, by this reference, hereby incorporated into one another. In the event of any direct conflict between the terms of the BLI Rider and the terms of the Lease, the BLI Rider shall control. Where the Lease simply supplements the BLI Rider and does not conflict directly therewith, the Lease shall control.

IN WITNESS WHEREOF, Landlord and Tenant have signed this BLI Rider as of this 7th day of January, 2011.

Witnesses:

    

“LANDLORD”

 

 

 

 

 

FRENCH OVERSEAS COMPANY, LLC, a Florida limited liability company

 

By:

/s/ Martina San Miguel

 

Name:

Martina San Miguel

 

 

Title:

VICE PRESIDENT

 

 

 

 

 

 

 

 

“TENANT”

 

 

 

 

 

ALLIANCE ENTERTAINMENT, LLC, a  Delaware limited liability company, authorized to do business in Florida

 

 

 

 

By:

/s/ Jon Tiomno

 

 

 

Jon Tiomno

 

 

 

Its: Authorized Person

4


OFFICE LEASE

THIS BUILDING LEASE (this “Lease”) is made as of the 7th day of January, 2011 by and between FRENCH OVERSEAS COMPANY, LLC a Florida limited company (“Landlord”), and ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the State of Florida (“Tenant”).

WITNESSETH:

1.             PREMISES: COMMON AREAS: Landlord leases to Tenant and Tenant leases from Landlord the Premises on the 1st and 3rd floors (Suites 100, 102, 304 and the Extra Space) in the commercial office building located at 1401 N.W. 136th Avenue, City of Sunrise, County of Broward, Florida (together with the uncovered parking facilities sometimes collectively referred to herein as the “Building”), legally described in Exhibit “A”, known by that certain suite number set forth in the Basic Lease Information Rider (the “BLI Rider”) attached to the front of this Lease and incorporated into this Lease by this reference, which space is more particularly shown on the floor plan attached hereto as Exhibit “A- I” and by this reference incorporated herein (the “Premises”). The parties hereby agree that the Premises contain the number of square feet of Rentable Floor Area set forth in the BLI Rider. In addition to the Premises, Tenant has the right to use, in common with others, the lobby, public entrances, public stairways, public elevators, and parking areas of the Building if any. The common areas serving the Building, including those referenced above, the parking facilities, and all others, will at all times be subject to Landlord’s exclusive control and management in accordance with the terms and provisions of this Lease.

  

2.             LEASE TERM: LEASE DATE: The lease term (the “Lease Term”) is for the period of time set forth in the BLI Rider, commencing on the Lease commencement date set forth in the BLI Rider (the “Lease Commencement Date”) and ending on the Lease expiration date set forth in the BLI Rider (the “Expiration Date”). Tenant’s obligation to pay all rent, including Base Rent, Additional Rent and any other cost or charge due and payable by Tenant hereunder, (collectively, “Rent”), as such terms are hereafter defined, will commence on the rent commencement date set forth in the BLI Rider (the “Rent Commencement Date”). For purposes of this Lease, “Lease Year” shall mean and refer to the period of twelve (12) months commencing on the Lease Commencement Date, and each successive period of twelve (12) months during the Lease Term.

3.             RENT:

(a)         Base Rent: Concession. During the Lease Term, Tenant will pay as the base rent for the Premises (the “Base Rent”) the amounts set forth in the BLI Rider, with same being payable without demand, setoff or deduction, in advance, on or before the first day of each month, in equal monthly installments of the amounts set forth in the BLI Rider, plus applicable sales and other such taxes as are now or later enacted. Notwithstanding the foregoing or any other provision in this Lease to the contrary, Tenant’s obligation hereunder to pay Base Rent to Landlord shall be abated during the first through fourth calendar months of the Lease Term and thereafter the first two months of years 2-4, provided however, if Tenant defaults under the terms of this Lease, then Landlord shall have the right to seek, as part of damages, sums equal to the amounts of Base Rent abated hereunder.

(b)         Escalations to Base Rent. Commencing on the first anniversary of the Rent Commencement Date, and on each subsequent anniversary of the Rent Commencement Date (each such date an “Adjustment Date”), the Base Rent shall be increased annually by three percent (3%).

5


(c)         Additional Rent. Tenant shall pay, as additional rent (“Additional Rent”), prorated for that part of the Lease Term within the applicable calendar year, Tenant’s Percentage Share, as such term is defined in Section 3(d)(iv) below, of the total amount of (i) the annual Operating Expenses, as such term is defined in Section 3(d)(i); provided, however, except for the first full calendar year of the Lease Term, Tenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses, as defined in Section 3(d)(ii) below) shall not be greater than one hundred three percent (103%) of Tenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses) for the prior calendar year, and (ii) the Taxes, as such term is defined in section 3(d)(iii), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of the Additional Rent. One-twelfth (1/12) of the estimated Additional Rent (plus all applicable taxes due and payable on Rent, now existing or hereafter enacted) shall be payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on or before January 1 of each calendar year. On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord shall use its best efforts to provide Tenant with the amount of the actual Additional Rent for the previous year, and a reasonable breakdown of the items included therein, together with an invoice for any underpayments of Additional Rent (to be paid within thirty (30) days following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. For a period of thirty (30) days after receipt of the aforedescribed reconciliation statements, Tenant shall have the right, upon advance notice, to visit Landlord’s office in the Building, or such other location where Landlord maintains the books, and records for the Building in the event that Landlord does not maintain an office at the Building, during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of the aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord’s rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

(d)         Definition of Material Terms.

(i)       The term “Operating Expenses” shall mean (1) any and all costs of ownership, management, operation and maintenance of the Building, including, without limitation, wages, salaries, professionals’ fees, taxes, insurance, benefits and other payroll burdens of all employees, Building management fees, janitorial services for such services being provided five (5) days per week, maintenance, security guard and other services, building management office rent or rental value, power, fuel, water, waste disposal, landscaping care, lighting, garbage removal, pest control, window cleaning, system maintenance, parking area care, and any and all other utilities, materials, supplies, maintenance, repairs, insurance applicable to the Building and Landlord’s personal property and depreciation on personal property, and (2) the cost (amortized over such reasonable period as Landlord shall determine together with interest at the rate of twelve percent (12%) per annum on the unamortized balance) of any capital improvements made to the Building by Landlord after the date of this Lease that reduce other Operating Expenses or which are made to the Building by Landlord after the date of this Lease that are required under any governmental law or regulation; provided, however, that Operating Expenses shall not include Tenant’s Additional Electricity Use Charge (as defined in Section 9 below), Taxes, depreciation on the Building other than depreciation on carpeting in public corridors and common areas, costs of tenants’ improvements, real estate broker’s commissions, interest and capital items other than those referred to in subsection (2) above. Landlord shall maintain accounting books and records in accordance with sound accounting principles. In determining the amount of Operating Expenses for any calendar year, (i) if less than one-hundred percent (100%) of the Building shall have been occupied by tenants and fully used by them, Operating Expenses shall be increased to an amount equal to the like operating expenses which would normally be expected to be incurred had such occupancy been one-hundred percent (100%) and had such full utilization been made during the entire period or (ii) if Landlord is not furnishing particular work or services (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional expense which would reasonably have been incurred during such period by Landlord had Landlord furnished such work or service to such tenant. Landlord hereby agrees to deduct each year from the amount of the Operating Expenses the total amount of any and all sums, amounts or charges paid by Tenant or other tenants of the Building directly to Landlord or its agent for specific tenant requested services.

(ii)      The term “Non-Controllable Expenses” shall mean the Operating Expenses, the cost of which are not controlled by Landlord but are imposed by independent third parties, including, without limitation, the following items: taxes, insurance, benefits and other payroll benefits of employees (excluding wages, salaries, professionals’ fees); taxes attributable to Operating Expenses, whether existing or hereafter imposed; water, sewer, electrical and waste removal charges; insurance applicable to the Building and Landlord’s personal property; and fees and maintenance charges imposed by the property owners’ association that governs the business park where the Building is located.

6


(iii)     The term “Taxes” shall mean the gross amount, less all allowable discounts for early payment of all impositions, taxes, assessments special or otherwise), water and sewer assessments and other governmental liens or charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor, including all taxes whatsoever (except for taxes for the following categories which shall be excluded from the definition of Taxes: any inheritance, estate, succession, transfer or gift taxes imposed upon Landlord or any income taxes specifically payable by Landlord as a separate tax-paying entity without regard to Landlord’s income source as arising from or out of the Building and/or the land on which it is located) attributable in any manner to the Building, the land on which the Building is located or the rents (however the term may be defined) receivable therefrom, or any part thereof, or any use thereon, or any facility located therein or used in conjunction therewith or any charge or other amount required to be paid to any governmental authority, whether or not any of the foregoing shall be designated “real estate tax”, “sales tax”, “rental tax”, “excise tax”, “business tax”, or designated in any other manner.

(iv)     The term “Tenant’s Percentage Share” shall mean the percentage set forth in the BLI Rider. Landlord and Tenant acknowledge that Tenant’s Percentage Share has been obtained by taking the Rentable Area of the Premises, which Landlord and Tenant hereby stipulate for all purposes is the amount set forth in the BLI Rider, and dividing such number by the total net rentable area of the Building, which Landlord and Tenant hereby stipulate for all purposes is 105,487 net rentable square feet, and multiplying such quotient by 100. In the event Tenant’s Percentage Share is changed during a calendar year by reason of a change in the Rentable Area of the Premises, Tenant’s Percentage Share shall thereafter mean the result obtained by dividing the new Rentable Area of the Premises by 105,487 net rentable square feet and multiplying such quotient by 100 and for the purposes of Section 3.(b) Tenant’s Percentage Share shall be determined on the basis of the number of days during such calendar year applicable to each such Tenant’s Percentage Share.

(v)      The term “Rent” shall mean the sum of the Base Rent and the Additional Rent and any other cost or charge due and payable by Tenant under this Lease

(e)         Related Provisions.

(i)       Tenant covenants and agrees to pay a late charge for any payment of Rent or other charges not received by Landlord on or before the 10th day following the date when same is due. Said late charge shall be computed from the first day of the month in the case of Rent and from the date when same is due in the case of any other cost or charge due from Tenant hereunder. The amount of the late charge shall be an amount equal to the interest accruing on the sum(s) outstanding, with such interest commencing on the dates aforesaid, ending on the date of receipt of the sum(s) by Landlord and having a rate equal to twelve percent (12%) per annum. In the event any late charge is due to Landlord, Landlord shall advise Tenant in writing and Tenant shall pay said late charge to Landlord along with and in addition to the next payment of Rent.

(ii)      Landlord shall notify Tenant in writing of any and all adjustments to Base Rent. In addition to Base Rent and Additional Rent or any other Rent due under this Lease, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on rentals and any other similar charges now existing or hereafter imposed, based upon the privilege of leasing the space leased hereunder or based upon the amount of rent collected therefor.

(iii)     If Tenant’s possession of the Premises commences on any day other than the first day of the month, Tenant shall occupy the Premises under the terms of this Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that in such an event the Lease Commencement Date, for the purposes of this Lease, shall be deemed to be the first day of the month immediately following the month in which possession is given.

(iv)     Additional Rent for the final months of this Lease is due and payable even though it may not be calculated until subsequent to the Expiration Date of the Lease. Tenant expressly agrees that Landlord, at Landlord’s sole discretion, may apply the Security Deposit, as hereafter defined, in full or partial satisfaction of any Additional Rent due for the final months of this Lease. If said Security Deposit is greater than the amount of any such Additional Rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease, then Landlord shall refund the balance of said Security Deposit to Tenant as provided herein. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is relieved, of the liability for or the obligation to pay any Additional Rent due for the final months of this Lease by reason of the provisions of this Section, nor shall Landlord be required first to apply said Security Deposit to such Additional Rent if there are any other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease.

7


4.             SECURITY DEPOSIT: Tenant, concurrently with the execution of this Lease, has deposited with Landlord the amount set forth in the BLI Rider as the security deposit (the “Security Deposit”) hereunder. This sum will be retained by Landlord as security for the payment by Tenant of the Rent and for the faithful performance by Tenant of all the other terms and conditions of this Lease. In the event Tenant fails to faithfully perform the terms and conditions of this Lease, Landlord, at Landlord’s option, may at any time apply the Security Deposit or any part thereof toward the payment of the Rent and/or toward the performance of Tenant’s obligations under this Lease. In such event, within five (5) days after notice, Tenant will deposit with Landlord cash sufficient to restore the Security Deposit to its original amount. Landlord will return the unused portion of the Security Deposit to Tenant within thirty (30) days after the Expiration Date. Landlord may (but is not obligated to) exhaust any or all rights and remedies against Tenant before resorting to the Security Deposit. Landlord will not be required to pay Tenant any interest on the Security Deposit nor hold same in a separate account. If Landlord sells or otherwise conveys the Building, Landlord will deliver the Security Deposit or the unapplied portion thereof to the new owner. Tenant agrees that if Landlord turns over the Security Deposit or the unapplied portion thereof to the new owner, Tenant will look to the new owner only and not to Landlord for its return upon expiration of the Lease Term. If Tenant assigns this Lease with the consent of Landlord (as expressly provided for in this Lease), the Security Deposit will remain with Landlord for the benefit of the new tenant and will be returned to such tenant upon the same conditions as would have entitled Tenant to its return.

5.             USE:

(a)         General Office Use. Tenant will use and occupy the Premises solely for general office use and solely for the operation of the business set forth in the BLI Rider. Tenant acknowledges that its type of business, as above specified, is a material consideration for Landlord’s execution of this Lease. Tenant will not commit waste upon the Premises nor suffer or permit the Premises or any part of them to be used in any manner, or suffer or permit anything to be done in or brought into or kept in the Premises or the Building, which would: (i) violate any law or requirement of public authorities, (ii) cause injury to the Building or any part thereof, (iii) annoy or offend other tenants or their patrons or interfere with the normal operations of HVAC, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein, (iv) constitute a public or private nuisance, or (v) alter the appearance of the exterior of the Building or of any portion of the interior other than the Premises pursuant to the provisions of this Lease. Tenant agrees and acknowledges that Tenant shall be responsible for obtaining any special amendments to the certificate of occupancy for the Premises and/or the Building and any other governmental permits, authorizations or consents required solely on account of Tenant’s use of the Premises.

(b)         Prohibited Uses. Tenant hereby represents, warrants and agrees that Tenant’s business is not and shall not be used, (i) for the business of photographic, multilith or multigraph reproductions or offset printing; (ii) for a retail banking, trust company, depository, guarantee or safe deposit business open to the general public, (iii) as a savings bank, a savings and loan company open to the general public, (iv) for the sale to the general public of travelers checks, money orders, drafts, foreign exchange or letters of credit or the receipt of money for transmission, (v) as a stock broker’s or dealer’s office or for the underwriting or sale of securities open to the general public, (vi) as a restaurant or bar or for the sale of confectionery, soda, beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency, labor union office, or music studio, school (except for the training of employees of Tenant), or (ix) as a barber shop or beauty salon, nor shall Tenant’s use conflict with any applicable zoning or land use codes or laws applicable to the Building.

6.             DELAY OF POSSESSION:

(a)         Holdover of Prior Tenant. If Landlord is unable to deliver possession of the Premises by reason of the holding over of any prior tenant or any other reason, the payment of Rent shall not commence until Landlord delivers possession of the Premises to Tenant. However, nothing set forth herein will operate to extend the Lease Term and said abatement will be the full extent of Landlord’s liability to Tenant on account of a delay in delivery of possession of the Premises, except that Tenant shall receive rent abatement and free rent allowance to the extent and upon the terms set forth in the Work Letter Agreement attached to this Lease.

8


(b)         Inability to Deliver Premises. Notwithstanding Section 6.(a) above, if Landlord is unable to deliver possession of the Premises to Tenant within ninety (90) days after the Lease Commencement Date, by reason of anything other than fault on the part of Tenant or any of Tenant’s Agents, as hereafter defined, Tenant will have the right to terminate this Lease upon written notice delivered to the other party within ten (10) days after the lapse of said 90-day period. Upon such termination, Landlord and Tenant will each be released from all further liability under this Lease. The failure to complete minor or insubstantial details of construction, decoration or mechanical adjustments shall not be considered a delay in delivery of the Premises.

7.             ACCEPTANCE OF PREMISES: LANDLORD’S WORK: Improvements, if any, to be made to the Premises by Tenant shall be made in accordance with the Work Letter. Improvements, if any, to be made to the Premises by Landlord are specifically set forth in the Work Letter and there are no others. All improvements made to the Premises, whether by Landlord or Tenant, will become the property of Landlord when attached to or incorporated into the Premises. Such property will remain the property of Landlord upon termination of this Lease. The taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Premises for the conduct of business will be deemed to mean that Tenant has found the Premises, and all of their fixtures and equipment, acceptable, unless within 15 days of such taking, notice of any unacceptable conditions is given to the Landlord.

8.             PARKING:

(a)         Unassigned Parking. As long as Tenant is not in default under this Lease, Landlord will provide Tenant during the Lease Term with unassigned, nonexclusive parking spaces in the parking areas for the number of automobiles set forth in the BLI Rider in the uncovered parking area of the building (the “Unassigned Parking Areas”). Such parking spaces may be used only by principals, employees and the business invitees of Tenant visiting the Premises of Tenant, and any others involved in Tenant’s business or doing business with Tenant.

(b)         Parking Controls. Landlord has and reserves the right to alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking that Landlord may deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle, provided reasonable advance notice thereof is given to Tenant with regard to any allowable Tenant automobiles.

9.             BUILDING SERVICES:

(a)         General: Building Access by Tenant. In general, the services set forth below will be provided by Landlord at a service level set, defined and regulated by Landlord consistent with office buildings of similar quality to and in the same immediate geographic area as the Building. During the Lease Term, the regular business hours (the “Business Hours”) of the Building will be 7:30 a.m. to 6:30 p.m., Monday through Friday, and on Saturday, 8:00 a.m. to 2:00 p.m., except holidays generally recognized by state and federal governments. The Building and the premises will be accessible to Tenant, its subtenants, agents, servants, employees, contractors, invitees or licensees (collectively, “Tenant’s Agents”) at all times during Business Hours. Notwithstanding the foregoing to the contrary, Tenant and Tenant’s Agents shall have access to the Building, the premises, and parking areas 24 hours per day 7 days a week during the Lease Term. Landlord shall provide Tenant with a sufficient number of access cards, which shall be a minimum of 185, (if and when any card access system is installed at the Building) for Tenant’s employees to be able to access the Building and the premises after Business Hours at no additional charge to Tenant.. Should additional cards be required after occupancy, there shall be available, through Landlord, at a cost of Fifteen Dollars ($15.00) per card.

(b)         Specific Services Provided.

(i)       Janitorial Service. Landlord agrees to provide during the Lease Term janitorial services for the Premises customarily provided in office buildings of similar quality to and in the same immediate geographic area as the Building. Janitorial service will be provided after Business Hours at the Building, but no janitorial services will be provided on Saturdays, Sundays and holidays generally recognized by state and federal government. Should Tenant require additional janitorial services beyond those customarily provided by Landlord, Tenant may request same in writing from Landlord and if Landlord agrees to provide such services, Tenant will be billed for same by Landlord at a reasonable rate and those costs and expenses when billed will be as Rent due under this Lease.

9


(ii)      Electricity. During the Lease Term, electric power will be 10 provided for the purposes of lighting and general office equipment use in amounts consistent with Building standard electrical capacities and will be included within the Base Rent and Additional Rent paid under this Lease. The Building standard mechanical and electrical systems are designed to accommodate loads generated by lights and office equipment such as typewriters, dictating equipment, photocopy equipment, etc., up to the standard maximum capacities as set forth in the Work Letter attached hereto as Exhibit “B” or, if not so set forth, then as is common in comparable office buildings. Tenant acknowledges that Tenant’s intended use of the Premises excludes material use of the Premises beyond Business Hours. Material use shall be deemed to mean the operation of an additional “shift”, either full or part time, or use of the Premises after Business Hours in any way that may preclude or interfere with the providing of janitorial services to the Premises.. Except as set forth above, all electrical power charges shall be payable by Landlord.

(iii)     HVAC Services. Landlord agrees to provide and pay for, during Business Hours, heating, ventilating and air conditioning for the purposes of comfort control by way of an individual HVAC unit for the Premises. Landlord and Tenant agree that Landlord’s HVAC system is not designed to cool machinery and equipment.

(v)      Water and Sewer. Landlord agrees to provide and pay for municipally supplied cold water and sewer services to the common areas for lavatory purposes.

(vi)     Elevator Service. Landlord will provide elevator service during Business Hours and, restricted elevator service during non-Business Hours.

(c)         Interruption of Services. It is understood and agreed that Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the control of Landlord. No such interruption or discontinuance of service will be deemed an eviction or a disturbance of Tenant’s use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages or abatement of Rent or relieve Tenant from the responsibility of performing any of Tenant’s obligations under this Lease. Notwithstanding the above, should such interruption or discontinuance of services for ten (10) consecutive business days be directly caused by the negligent act or omission of Landlord, all Rent and other charges shall abate during the period of time after such interruption in which the Premises are untenantable. Further, if such period shall continue for more than sixty (60) consecutive business days directly caused by the negligent act or omission of Landlord, Tenant shall be entitled to cancel this Lease by delivery of written notice to Landlord.

(d)         Under this Lease, business hours shall be as follows:

Monday - Friday

7:00 am – 6:00 pm

Saturday

7:00 am – 1:00 pm

If not during business hours, HVAC shall be provided by Landlord at a cost to Tenant of $30.00 per hour.

10.           SECURITY:

(a)         Landlord’s Responsibility. Landlord shall: (1) install a system to reasonably control access to the Building, which shall be monitored by a central monitoring station on a twenty-four (24) hour basis, and (2) to the extent that the entrance to the Premises is already equipped with card sensors to control access to the Premises, Landlord will arrange (or will allow Tenant to arrange) for the sensors to be programmed to function with the access cards issued for entry into the Building, provided that the cost, if any, of such programming, will be borne by Tenant.

(b)         Tenant’s Responsibility. Tenant shall: (1) abide by all policies, procedures and rules and regulations for use of the access system, (2) report promptly the loss or theft of all keys which would permit unauthorized entrance to the Premises, Building or parking areas, (3) report to Landlord the employment or discharge of employees and their vehicle’s make, model, and license number, (4) promptly report to Landlord door-to-door solicitation or other unauthorized activity in the Building or parking areas, and (5) promptly inform the Landlord’s Building manager in the event of a break-in or other emergency.

10


(c)         Interruption of Security. Tenant acknowledges that the above security provisions may be suspended or modified as a result of causes beyond the reasonable control of Landlord. No such interruption, discontinuance or modification of security service will constitute an eviction, constructive eviction, or a disturbance of Tenant’s use and possession of the Premises, and further, no interruption, discontinuance or modification of security service will render Landlord liable to Tenant or third-parties for damages, abatement of Rent, or otherwise, or relieve Tenant of the responsibility of performing Tenant’s obligations under this Lease.

11.REPAIRS AND MAINTENANCE:

(a)         Landlord’s Responsibilities. During the Lease Term, Landlord shall define, set, and maintain the level of repairs and maintenance for the Building, the common areas, and all other areas serving the Building, in a manner comparable to office buildings of similar quality to and in the immediate geographic area of the Building. Landlord’s responsibilities with respect to this paragraph are as follows: (1) the structural and roof systems of the Building and parking areas, (2) the Building standard electrical and mechanical systems, (3) the primary water and sewer systems of the Building, (4) the Building common areas and the common area furniture, fixtures, and equipment, (5) the landscaped areas in and about the Building, (6) the parking areas (7) replacement of Building standard light bulbs in the common areas and in the premises, and (8) all heating, ventilating, and air conditioning systems and equipment.

(b)         Tenant’s Responsibilities. During the Lease Term, Tenant will repair and maintain the following at Tenant’s expense: Tenant’s items of personal property, and improvements made and fixtures installed by Tenant.

(i)       The interior portion of the demising walls, the interior partition walls of the Premises and their wall-covering, and the entry door to the Premises.

(ii)     The electrical and mechanical systems not considered Building standard which have been installed by either Landlord or Tenant, for the exclusive use and benefit of Tenant. The following examples are for clarification and are not all inclusive: (a) electrical services for computers or similar items, (b) projection room equipment such as dimmers, curtains, or similar items, (c) water closet plumbing, kitchen plumbing or similar items, (d) HVAC for other than comfort cooling in the Premises, (e) security systems for the Premises, (f) telephone system for the Premises; and (g) other similar systems.

(iii)     Except for the janitorial services, if any, set forth in Section 11.(a) of this Lease, the repair and maintenance of the floor covering of the Premises, including VAT flooring, ceramic tiles, marble, wood flooring, or similar coverings, shall be performed by Landlord upon Tenant’s request, at Tenant’s expense, and Tenant will be billed for same as Rent. At least once per year, if necessary, Landlord will clean Tenant’s carpeting at Tenant’s expense to be billed to Tenant as Rent, or, at Tenant’s request and upon notice to Landlord, Tenant may arrange for a third party to clean the carpets at Tenant’s expense. Prior to Landlord’s cleaning carpets at Tenant’s expense, written notice shall be provided to Tenant so that Tenant may elect to perform the cleaning itself as provided in the previous sentence. Should additional cleaning be requested by Tenant, such cleaning will be available at Tenant’s expense and will be billed to Tenant as Rent.

(iv)     All cabinets and millwork (regardless of ownership) so long as said cabinets and millwork are for the exclusive use and benefit of Tenant.

(v)      All other personal property, improvements or fixtures, except Building standard improvements and those items enumerated in Section 11.(a) hereof. Those items to be repaired and maintained by Tenant include, but are not limited to, the following: (a) ceiling tiles and ceiling grid, (b) molding or other woodwork and paneling, (c)  light fixtures and bulbs, (d) draperies, blinds or wall hangings, (e) glass partition walls, (f) water closets, sinks and kitchen areas, (g) doors and locksets, and (h) vaults, safes, or secured areas. For the aforesaid items, Landlord may elect, with Tenant’s approval (which approval will not be unreasonably withheld) to maintain and repair same at Tenant’s expense and Tenant will be billed for same as Rent.

11


(c)         Repairs and Maintenance: Miscellaneous. Notwithstanding any of the provisions of this Section 11 to the contrary, Landlord shall have no responsibility to repair or maintain the Building, any of its components, the common areas, the Premises, or any fixture, improvement, trade fixture, or any item of personal property contained in the Building, the common areas, and/or the Premises if such repairs or maintenance are required because of the occurrence of any of the following: (i) the acts, misuse, improper conduct, omission or neglect of Tenant or Tenant’s Agents, or (ii) the conduct of business in the Premises. Should Landlord elect to make repairs or maintenance occasioned by the occurrence of any of the foregoing, Tenant shall pay as Rent all such costs and expenses incurred by Landlord. Landlord shall have the right to approve in advance all work, repair, maintenance or otherwise, to be performed under this Lease by Tenant and all of Tenant’s repairmen, contractors, subcontractors and suppliers performing work or supplying materials. Tenant shall be responsible for all permits, inspections and certificates for accomplishing the above. Tenant shall obtain lien waivers for all work done in or to the Premises.

12.TENANT’S ALTERATIONS:

(a)         General. During the Lease Term, Tenant will make no alterations, additions or improvements in or to the Premises, of any kind or nature, including, but not limited to, alterations, additions or improvements in, to, or on, telephone or computer installations (any and all of such alterations, additions or improvements offer for those set forth in the work letter attached hereto are collectively referred to in this Section 12 as the “Alteration(s)”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Should Landlord consent to any proposed Alterations by Tenant, such consent will be conditioned upon Tenant’s agreement to comply with all requirements established by Landlord, including safety requirements and the matters referenced in Section 20 of this Lease. As stated herein, all Alterations made hereunder will become Landlord’s property when incorporated into or affixed to the Building. However, at Landlord’s option Landlord may, at the expiration of the Lease Term, require Tenant, at Tenant’s expense, to remove Alterations made by or on behalf of Tenant and to restore the Premises to their original condition. Notwithstanding the above, Tenant shall be entitled to make any non-structural, reasonable alterations, additions or improvements to the Premises, without Landlord’s prior written consent, should the total cost of such alteration, addition or expense not exceed the sum of ten thousand dollars ($10,000.00).

13.           LANDLORD’S ADDITIONS AND ALTERATIONS: Landlord has the right to make changes in and about the Building and parking areas. Such changes may include, but not be limited to, rehabilitation, redecoration, refurbishment and refixturing of the Building and expansion of or structural changes to the Building. The right of Tenant to quiet enjoyment and peaceful possession given under the Lease will not be deemed breached or interfered with by reason of Landlord’s actions pursuant to this paragraph so long as such actions do not materially deprive Tenant of its use and enjoyment of the Premises, and the normal and reasonable conduct of Tenant’s business.

14.ASSIGNMENT AND SUBLETTING:

(a)         Prohibition on Assignment and Subletting. Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise shall assign, mortgage, hypothecate or otherwise encumber this Lease or enter into a sublease or license agreement with respect to any portion of the Premises or permit all or any portion of the Premises to be used by others, without the prior written consent of Landlord, which consent may be granted by Landlord in accordance with the terms and conditions of this Lease, which consent shall not be unreasonably withheld by Landlord.. Any issuance or transfer of stock in any corporate tenant or subtenant or any interest in any non-corporate entity tenant or subtenant, by sale, exchange, merger, consolidation, operation of law, or otherwise, or creation of new stock or interests, by which an aggregate of more than fifty (50%) percent of Tenant’s stock or equity interests shall be vested in one or more parties who are not stockholders or interest holders as of the date of this Lease, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease. This subsection shall not apply to sales of stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, which sales are effected through any recognized securities exchange. Any modification or amendment to any sublease of any portion of the Premises shall be deemed a further sublease of this Lease.

(b)         Request for Consent. If Tenant requests Landlord’s consent to a specific assignment or sublease (a “Transfer”), it shall submit in writing to Landlord, not later than thirty (30) days prior to any anticipated Transfer, (i) the name and address of the proposed assignee or subtenant (the “Proposed Transferee”), (ii) a duly executed counterpart of the proposed agreement of assignment or sublease, (iii) reasonably satisfactory information as to the nature and character of the business of the Proposed Transferee, as to the nature and character of its proposed use of the Premises or portion thereof to be sublet, and otherwise responsive to the criteria set forth in Subsection 14.(d) and (iv) banking, financial, or other credit information relating to the Proposed Transferee reasonably sufficient to enable Landlord to reasonably determine the financial responsibility, creditworthiness, and character of the Proposed Transferee.

12


(c)         Landlord’s Options. Landlord shall have the following options to be exercised within fifteen (15) business days from submission of Tenant’s request for Landlord’s consent to a specific Transfer:

(i)       If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option to cancel and terminate this Lease as of the proposed commencement date for the transfer, in which event Tenant shall be released from any further obligation or liability under this Lease, effective as of the proposed commencement date for the transfer.

(ii)      If any proposed sublease shall be for less than all or substantially all of the Premises or if it shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to such portion of the Premises and such portion of the Lease Term covered by the proposed sublease, effective as of the proposed commencement date of the sublease. If Landlord exercises this option, all Rent for the Premises shall be equitably apportioned as of the commencement date of the sublease, in which event Tenant shall be released from any further obligation or liability under this Lease with regard to such portion of the Premises and such portion of the Lease Term covered by the proposed sub-lease effective as of the proposed commencement date of the sub-lease.

(d)         Landlord’s Consent. If Landlord does not elect one (1) of the two (2) options provided in Subsection 14.(c), Landlord shall not unreasonably withhold or delay its consent to a proposed Transfer. Landlord shall be deemed to have unreasonably withheld its consent to any proposed transfer if such consent is denied after all of the following conditions have been established:

(i)       The Proposed Transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment or the sublease, as the case may be and as determined by Landlord’s criteria for selecting Building Project tenants and has a net worth, experience, and reputation which is not less than the greater of (1) the net worth, experience, and reputation which Tenant had on the Commencement Date, or (2) the net worth, experience, and reputation of Tenant immediately prior to the request for Landlord’s consent to the proposed Transfer.

(ii)      The Proposed Transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Building or harm to the reputation of the Building which would result in an impairment of Landlord’s ability to lease space in the Building or a diminution in the rental value of space in the Building.

(iii)     The proposed use of the Premises by the Proposed Transferee will be a use permitted under this Lease and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord.

(iv)     The Proposed Transferee shall not be any person or entity which shall at that time be a tenant, subtenant, or other occupant of any part of the Building Project, or who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to, space in the Building during the six (6) months immediately preceding Tenant’s request for Landlord’s consent.

(v)      The proposed use of the Premises by the Proposed Transferee will not require alterations or additions to the Premises or the Building Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or impose environmental risks.

(vi)     Any mortgagee of the Building will consent to the proposed Transfer.

13


(vii)    There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord’s consent to any such transfer is requested and on the date of the commencement of the term of any such proposed transfer. Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed transfer. Tenant expressly, knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim, or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to any proposed transfer pursuant to this Lease. Tenant’s sole remedy in such an event shall be to institute an action or proceeding seeking specific performance, injunctive relief, or declaratory judgment.

(e)         Overages. If Tenant effects any transfer, then Tenant thereafter shall pay to Landlord a sum equal to (a) one-half (1/2) of the Base Rent, Additional Rent, or any other consideration paid to Tenant by any transferee which is in excess of the rent then being paid by Tenant to Landlord under this Lease for the portion of the Premises so assigned or sublet (on a pro-rated, square footage basis) , and (b) one-half (1/2) of any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from the transfer. The net rent, or other consideration paid to Tenant shall be calculated by deducting from the gross rent, or other consideration reasonable and customary real estate brokerage commissions actually paid by Tenant to third parties, tenant improvement allowances, rent concessions, the actual cost of improvements to the Premises made by Tenant for the transferee, and other direct out-of-pocket costs actually incurred by Tenant in connection with the transfer (so long as the costs are commercially reasonable and are commonly incurred by landlords in leasing similar space). All sums payable by Tenant pursuant to this paragraph shall be payable to Landlord as Rent immediately upon receipt by Tenant.

(f)          No Release. Notwithstanding Landlord’s consent to any Transfer, Tenant shall remain liable to Landlord for the prompt and continuing payment of all forms of Rent, payable under this Lease and the performance of all other covenants of this Lease. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s written consent to any further transfer. If Landlord consents to a transfer, in no event shall any permitted transferee assign or encumber this Lease or its sublease, or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept rent from such assignee, subtenant, or occupant and apply the net amount thereof to the rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of rent shall be deemed a waiver of the requirement for Landlord’s consent set forth in this section or constitute a novation or otherwise release Tenant from its obligations under this Lease.

(g)         Following at least ten (10) days written notice to Landlord, and subject to clause 14(f), above, Tenant may assign or sublet all, or any portion, of the leased premises to any of its subsidiaries or affiliated companies or entities without the consent of Landlord.

15.TENANT’S INSURANCE COVERAGE:

(a)         Required Coverages. Tenant agrees that, at all times during the Lease Term (as well as prior and subsequent thereto if Tenant or any of Tenant’s Agents should then use or occupy any portion of the Premises), it will keep in force, with an insurance company licensed to do business in the State of Florida, having a rating of “A” and a financial class of XI or better by Best’s Insurance Key rating Guide published by A.M. Best Company (i) without deductible, commercial general liability insurance, including coverage for bodily injury and death, property damage and personal injury and contractual liability subject to the terms and conditions of the standard ISO general liability policy form in the amount of not less than the amount set forth in the BLI Rider, combined single limit per occurrence for injury (or death) and damages to property, (ii) with deductible of not more than One Hundred Thousand Dollars ($100,000.00), insurance on an “All Risk or Physical Loss” basis, including sprinkler leakage, vandalism, malicious mischief, fire and extended coverage, covering all improvements to the Premises, fixtures, furnishings, removable floor coverings, equipment, signs and all other decoration or stock in trade, in the amounts of not less than the full replacement value thereof, and (iii) workmen’s compensation and employer’s liability insurance, if required by statute. Such general liability policy will: (i) include Landlord and such other parties as Landlord may reasonably designate as additional insured’s, (ii) be considered primary insurance, and (v) provide by endorsement that it may not be canceled or changed without at least thirty (30) days prior written notice from the company providing such insurance to each party insured thereunder. Tenant will also maintain throughout the Lease Term worker’s compensation insurance with not less than the statutory limits of coverage.

14


(b)         Policy Requirements. The insurance coverages to be provided by Tenant will be included in a blanket policy which has a normal expiration date of less than one year from the effective date of the lease. Renewal certificates will be valid for a period of not less than one year. Prior to the Lease Commencement Date, Tenant will deliver to Landlord original certificates of all such insurance; thereafter, prior to the expiration of any policy Tenant will deliver to Landlord such original certificates as will evidence renewal or new policy to take the place of the one expiring

16.LANDLORD’S INSURANCE COVERAGE:

(a)         Required Coverages. Landlord will at all times during the Lease Term maintain a policy or policies of insurance insuring the Building against loss or damage by fire, explosion or other hazards and contingencies typically covered by insurance for an amount acceptable to the mortgagees encumbering the Building.

(b)         Tenant not to Affect Landlord’s Insurance Coverages. Tenant will not do or permit anything to be done upon or bring or keep or permit anything to be brought or kept upon the Premises which will increase Landlord’s rate of insurance on the Building. If by reason of the failure of Tenant to comply with the terms of this Lease, or by reason of Tenant’s occupancy (even though permitted or contemplated by this Lease), the insurance rate shall at any time be higher than it would otherwise be, Tenant will reimburse Landlord for that part of all insurance premiums charged because of such violation or occupancy by Tenant. Tenant agrees to comply with any requests or recommendation made by Landlord’s insurance underwriter inspectors.

17.SUBROGATION:

(a)         Mutual Waiver of Subrogation. Each party will look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible. To the extent permitted by law, each of Landlord and Tenant hereby waives and releases all rights of subrogation under their respective all-risk casualty insurance policies required under this Lease. Each of Landlord and Tenant will cause each such insurance policy to be properly endorsed to evidence such waiver and release of subrogation in favor of Landlord.

(b)         Tenant’s Improvements and Personal Property. Tenant acknowledges that Landlord will not carry insurance on improvements, furniture, furnishings, trade fixtures, equipment installed in or made to the Premises by or for Tenant, and Tenant agrees that Tenant, and not Landlord, will be obligated to promptly repair any damage thereto or replace the same.

18.DAMAGE OR DESTRUCTION BY CASUALTY:

(a)         Termination. If by fire or other casualty the Premises are totally damaged or destroyed, or the Building is partially damaged or destroyed to the extent of twenty-five per cent (25%) or more of the replacement cost thereof (even though the Premises may not be damaged), Landlord will have the option of terminating this Lease or any renewal or extension thereof by serving written notice upon Tenant within one hundred and eighty (180) days from the date of the casualty and any prepaid Rent will be prorated as of the date of destruction and the unearned portion of such Rent will be refunded to Tenant without interest.

(b)         Election for Restoration. If by fire or other casualty the Premises are damaged or partially destroyed to the extent of twenty-five per cent (25%) or more of the replacement cost thereof and the provisions of Section 18.(a) above are not applicable, then (i) if the unexpired Lease Term is Less than two (2) years, excluding any theretofore unexercised renewal option, Landlord may either terminate this Lease by serving written notice upon Tenant within twenty (20) days of the date of destruction or Landlord may elect to restore the Premises, or (ii) if the unexpired Lease Term is more than two years, including any previously exercised renewal option, Landlord will restore the Premises.

(c)         Less than Major Damage. If by fire or other casualty the Premises are damaged or partially destroyed to the extent of substantially less than twenty-five percent (25%) of the replacement cost thereof and the unexpired Lease Term, including any previously exercised renewal option is more than two years and the provisions of Section 18.(a) above are not applicable, then Landlord will restore the Premises.

15


(d)         Apportionment of Rent. In the event of restoration by Landlord, all Rent paid in advance shall be apportioned as of the date of damage or destruction and all such Rent as above described thereafter accruing shall be equitably and proportionately adjusted according to the nature and extent of the destruction or damage, pending substantial completion of rebuilding, restoration or repair. In the event the destruction or damage is so extensive as to make it unfeasible for Tenant to conduct Tenant’s business in the Premises, Rent under this Lease will be completely abated until the Premises are substantially restored by Landlord or until Tenant resumes use and occupancy of the Premises, whichever shall first occur. Landlord will not be liable for any damage to or any inconvenience or interruption of business of Tenant or any of Tenant’s Agents occasioned by fire or other casualty.

(e)         Restoration. Restoration, rebuilding or repairing will be at Landlord’s sole cost and expense, subject to the availability of applicable insurance proceeds. Landlord shall have no duty to restore, rebuild or replace Tenant’s personal property and trade fixtures. Notwithstanding anything to the contrary in this Lease, including, but not limited to this Section 18, Landlord’s obligation(s) to repair, rebuild or restore the Building or the Premises shall exist only to the extent of insurance proceeds received by Landlord in connection with the condition or event which gave rise to Landlord’s obligation to repair, rebuild or restore.

19.CONDEMNATION AND EMINENT DOMAIN:

(a)         Substantial Taking. If all or a substantial part of the Premises are taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for which they are then being used, this Lease will terminate and the Rent will be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant shall be entitled to pursue a separate claim against the condemning authority for loss of its leasehold interest and the value of its leasehold improvements, provided that the same will not affect or diminish Landlord’s condemnation award.

(b)         Less Than Substantial Taking. In the event a portion of the Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in paragraph A above, Landlord may, at Landlord’s expense, restore the Premises to the extent necessary to make them reasonably tenantable. The Rent payable under this Lease during the unexpired portion of the Lease Term shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Tenant shall have no claim to the condemnation award with respect to the leasehold estate but, in a subsequent, separate proceeding, may make a separate claim for trade fixtures installed in the Premises by and at the expense of Tenant and Tenant’s moving expense. In no event will Tenant have any claim for the value of the unexpired Lease Term.

(c)         Taking Affecting Building. Notwithstanding the foregoing, even if the Premises are not affected in whole or in part by a taking, Landlord will have the right to terminate this Lease upon ten (10) days prior written notice to Tenant if a material portion of the Building is taken by condemnation or eminent domain proceedings. Upon any such termination, Landlord and Tenant will each be released from all further liability under this Lease.

20.LIMITATION OF LANDLORD’S LIABILITY: INDEMNIFICATION:

(a)         Tenant’s Personal Property. All personal property placed or moved into the Building will be at the sole risk of Tenant or other owner. Landlord will not be liable to Tenant or others for any damage to person or property arising from Environmental Concerns, as hereafter defined, theft, vandalism, HVAC malfunction, the bursting or leaking of water pipes, any act or omission of any cotenant or occupant of the Building or of any other person, or otherwise, unless caused by the fault, act, or omission of Landlord.

(b)         Limitation of Liability. Notwithstanding any contrary provision of this Lease: (i) Tenant will look solely (to the extent insurance coverage is not applicable or available) to the interest of Landlord (or its successor as Landlord hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any negligence or breach of this Lease by Landlord or its successor or of Landlord’s managing agent (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Landlord or such successor or managing agent) and Landlord has no personal liability hereunder of any kind, and (ii) Tenant’s sole right and remedy in any action or proceeding concerning Landlord’s reasonableness (where the same is required under this Lease) will be an action for declaratory judgment and/or specific performance.

16


(c)         Indemnification. Tenant agrees to indemnify, defend and hold harmless Landlord and its agents from and against all claims, causes of actions, liabilities, judgments, damages, losses, costs and expenses, including reasonable attorneys’ fees and costs through all appeals, incurred or suffered by Landlord and arising from or in any way connected with the Premises or the use thereof or any acts, omissions, neglect or fault of Tenant or any of Tenant’s Agents, including, but not limited to, any breach of this Lease or any death, personal injury or property damage occurring in or about the Premises or the Building or arising from Environmental Concerns, as hereafter defined. Tenant will reimburse Landlord upon request for all costs incurred by Landlord in the interpretation and enforcement of any provisions of this Lease and/or the collection of any sums due to Landlord under this Lease, including collection agency fees, and reasonable attorneys’ fees and costs, regardless of whether litigation is commenced, and through all appellate actions and proceedings if litigation is commenced.

21.COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES:

(a)         Hazardous Waste. “Hazardous Waste” shall mean toxic or hazardous waste, pollutants or substances, including, without limitation, bio hazardous materials, medical waste, asbestos, PCBs, petroleum products and by-products, substances defined or listed as “hazardous substance”, “toxic substance”, “toxic pollutant”, or similarly identified substance or mixture, in or pursuant to any “Environmental Law”. “Environmental Law” shall include, but is not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1802, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. § 2601, et seq., and the Clean Water Act, 33 U.S.C. § 446 et seq., as amended. The term “Environmental Law” also includes, but is not limited to, any present and then applicable federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law or other approval of a governmental authority relating to compliance with Environmental Law by the Premises requiring notification or disclosure of releases of Hazardous Substances to any governmental authority or other person or entity, imposing environmental conditions or requirements in connection with permits or other authorization for lawful activity at the Premises.

(b)         Tenant’s Covenants. Tenant shall not manufacture or dispose of any Hazardous Substances at the Premises or store or use any Hazardous Substance at the Premises in such quantities, concentrations, forms or levels, or otherwise in a manner which is in violation of any applicable Environmental Laws. Tenant shall comply with all Environmental Laws and other ordinances and regulations applicable to the Premises, and shall promptly comply with all governmental orders and directives for the correction prevention and abatement of any violations or nuisances in or upon, or connected with, the Premises, all at Tenant’s sole cost and expense. To the extent that Tenant generates any medical or biohazardous waste in conjunction with Tenant’s use of the Premises, Tenant, at Tenant’s sole cost and expense, shall obtain and maintain throughout the Lease Term a service contract with a duly licensed medical or biohazardous waste transportation and disposal company. Copies of such service contract shall be provided to Landlord each year during the Lease Term.

(c)         Indemnification by Tenant.

(i)       Environmental Contamination. Tenant hereby agrees to indemnify Landlord and hold Landlord harmless from and against any and all losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees for attorneys of Landlord’s choice, costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Landlord by any person or entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Premises of any Hazardous Waste (including, without limitation, any losses, liabilities, including strict liability, damages, injuries, expenses, including reasonable attorneys’ fees for attorneys of Landlord’s choice, costs of any settlement or judgment or claims asserted or arising under any Environmental Law, and any and all other statutes, laws, ordinances, codes, rules, regulations, orders or decrees regulating, with respect to or imposing liability, including strict liability, substances or standards of conduct concerning any Hazardous Waste), regardless of whether within Tenant’s control provided that the foregoing was occasioned by the acts or negligence of Tenant, its agents, employees or licensees.

(ii)      Notice of Environmental Complaint. If Tenant shall receive any notice of: (1) the happening of any material event involving the spill, release, leak, seepage, discharge or cleanup of any Hazardous Waste at the Premises or in connection with Tenant’s operations thereon; or (2) any complaint, order, citation or material notice with regard to air emissions, water discharges or any other environmental, health or safety matter affecting Tenant (an “Environmental Complaint”) from any person or entity, then Tenant immediately shall notify Landlord orally and in writing of said notice.

17


(d)         Landlord’s Reserved Rights. Landlord shall have the right but not the obligation (and without limitation of Landlord’s rights under this Lease) to enter onto the Premises or to take such other actions as it shall deem necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Waste or Environmental Complaint following receipt of any notice from any person or entity having jurisdiction asserting the existence of any Hazardous Waste or an Environmental Complaint pertaining to the Premises or any part thereof which, if true, could result in an order, suit or other action against Tenant and/or which, in Landlord’s sole opinion, could jeopardize its security under this Lease. All reasonable costs and expenses incurred by Landlord in the exercise of any such rights shall be payable by Tenant upon demand as Rent if same were occasioned by the activities of Tenant, its employees or licensees.

(e)         Breach. Any breach of any warranty, representation or agreement contained in this Section shall be an Event of Default and shall entitle Landlord to exercise any and all remedies provided in this Lease or otherwise permitted by law.

(f)          Radon Gas. In accordance with Florida Law, the following disclosure is hereby made:

RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risk to persons who are exposed to it over time. Levels of radon that exceed Federal and State Guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

(g)         Landlord’s Representation Re: Environmental Hazards. Landlord warrants and represents to Tenant that to the best of Landlord’s knowledge there is no asbestos present in the building and there are no contaminants or environmental hazards in or about the building or the property.

22.           COMPLIANCE WITH LAWS AND PROCEDURES: Tenant will promptly comply with all applicable laws, guidelines, rules, regulations and requirements, whether of federal, state, or local origin, applicable to the Premises and the Building, including those for the correction, prevention and abatement of nuisance, unsafe conditions, or other grievances arising from or pertaining to the use or occupancy of the Premises. Accordingly, Tenant agrees that Tenant and Tenant’s Agents shall comply with all operation and maintenance programs and guidelines implemented or promulgated from time to time by Landlord or its consultants, including, but not limited to, those matters set forth in subsections (b) and (c) below, in order to reduce the risk to Tenant, Tenant’s Agents or any other tenants of the Building of injury from Environmental Concerns.

23.           RIGHT OF ENTRY: Landlord and its agents, upon reasonable advance notice to Tenant, will have the right to enter-the Premises during all reasonable hours to make necessary repairs to the Premises. In the event of an emergency, Landlord or its agents may enter the Premises at any time, without notice, to appraise and correct the emergency condition. Landlord or its agents will have the right to exhibit the Premises at any time to prospective tenants within one hundred and eighty days (180) before the Expiration Date of the Lease.

24.           DEFAULT:

(a)         Events of Default. If (1) Tenant vacates or abandons the Premises prior to the Expiration Date in contravention of the terms and provisions of this Lease, or (2) Tenant fails to fulfill any of the terms or conditions of this Lease or any other Lease heretofore made by Tenant for space in the Building or (3) any execution or attachment is issued against Tenant or taken or occupied by someone other than Tenant, or (4) Tenant or any of its successors or assigns or any guarantor of this Lease (“Guarantor”) should file any voluntary petition in bankruptcy, reorganization or arrangement, or an assignment for the benefit of creditors or for similar relief under any present or future statute, law or regulation relating to relief of debtors, or (5) Tenant or any of its successors or assigns or any Guarantor should be adjudicated bankrupt or have an involuntary petition in bankruptcy filed against it, or (6) Tenant shall permit, allow or suffer to exist any lien, judgment, writ, assessment, charge, attachment or execution upon Landlord’s or Tenant’s interest in this Lease or to the Premises, and/or the fixtures, improvements and furnishings located thereon; then, Tenant shall be in default hereunder. Notwithstanding clause (1) above, Tenant shall have the right to vacate the premises at any time as long as it is not otherwise in default under the Lease and as long as Tenant continues to honor and comply with all of its obligations under this Lease.

18


(b)         Tenant’s Grace Periods. If (I) Tenant fails to pay Rent on the date due or (2) Tenant fails to cure any other default within ten (10) days after written notice from Landlord specifying the nature of such default (unless such default is of a nature that it cannot be completely cured within said ten (10) day period and steps have been diligently commenced to cure or remedy it within such ten (10) day period and are thereafter pursued with reasonable diligence and in good faith), then Landlord shall have such remedies as are provided under this Lease and/or under the laws of the State of Florida.

(c)         Repeated Late Payment. Regardless of the number of times of Landlord’s prior acceptance of late payments and/or late charges, (i) if Landlord notifies Tenant two (2) times in any 6-month period that Base Rent has not been paid when due, then any other late payment within such 6-month period shall automatically constitute a default hereunder and (ii) the mere acceptance by Landlord of late payments in the past shall not, regardless of any applicable laws to the contrary, thereafter be deemed to waive Landlord’s right to strictly enforce this Lease, including Tenant’s obligation to make payment of Rent on the exact day same is due, against Tenant.

25.           LANDLORD’S REMEDIES FOR TENANT’S DEFAULT: TENANT’S REMEDIES FOR LANDLORD’S DEFAULT:

(a)         Landlord s Options. If Tenant is in default of this Lease, Landlord may, at its option, in addition to such other remedies as may be available under Florida law:

(i)       terminate this Lease and Tenant’s right of possession;

(b)         Landlord’s Remedies.

(i)       Landlord may dispossess Tenant by summary proceedings, as well as the legal representative(s) of Tenant and/or other occupant(s) of the Premises, and remove their effects and hold the Premises as if this Lease had not been made; and/or at Landlord’s option,

(ii)      All Rent for the balance of the Term will, at the election of Landlord, be accelerated and the full amount of same shall become immediately due thereupon and be paid, together with all reasonable expenses of every nature which Landlord may incur such as (by way of illustration and not limitation) those for attorneys’ fees, brokerage, advertising, and refurbishing the Premises to its original state prior to Tenant’s occupancy or preparing them for re-rental; and/or at Landlord’s option,

(iii)     Landlord may re-let the Premises or any part thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the Lease Term, and may grant concessions or free rent or charge a higher rental than that reserved in this Lease; and/or at Landlord’s option,

(iv)     Tenant or its legal representative(s) will also pay to Landlord as liquidated damages any deficiency between the Rent hereby reserved and/or agreed to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the Premises for each month of the period which would otherwise have constituted the balance of the Lease Term.

Landlord shall use commercially reasonable efforts to re-let the premises.

(c)         Landlord’s Default. In the event Landlord shall neglect or fail to perform or observe any of the covenants, provisions or conditions contained in this Lease on its part to be performed or observed and such failure shall continue for thirty (30) days after receipt of written notice of default from Tenant, (except that if such failure cannot be cured within said thirty (30) day period this period shall be extended for a reasonable additional time provided that Landlord commences to cure within said thirty (30) day period and proceeds diligently thereafter to effect such cure), Landlord shall be responsible to Tenant for any and all reasonable actual damages sustained by Tenant as a result of Landlord’s breach. If the Landlord fails to timely remedy a default with respect to repairs which Landlord is obligated to perform under this Lease, or to commence to timely cure such default if the default is not curable within said thirty (30) days, and diligently proceed to complete such curing, the Tenant shall have the right to make such repairs and to receive reimbursement from Landlord for the amount of Tenant’s actual, out-of-pocket expenses in effecting such cure. Such repairs shall be performed at competitive market rates. The specified remedies herein shall be non-exclusive of each other and in addition to any other remedies available to Tenant at law or in equity

19


26.           LANDLORD’S RIGHT TO PERFORM FOR TENANT’S ACCOUNT: If Tenant fails to observe or perform any term or condition of this Lease within the grace period, if any, applicable thereto, then Landlord may immediately or at any time thereafter perform the same for the account of Tenant If Landlord makes any expenditure or incurs any obligation for the payment of money in connection with such performance for Tenant’s account (including reasonable attorneys’ fees and costs in instituting, prosecuting and/or defending any action or proceeding through appeal), the sums paid or obligations incurred, with interest at twelve percent (12%) per annum, will be paid by Tenant to Landlord within ten (10) days after rendition of a bill or statement to Tenant. In the event Tenant in the performance or non-performance of any term or condition of this Lease should cause an emergency situation to occur or arise within the Premises or in the Building, Landlord will have all rights set forth in this paragraph immediately without the necessity of providing Tenant any advance notice.

27.           LIENS:

(a)         Statutory Construction Lien Notice. In accordance with the applicable provisions of the Florida Construction Lien Law and specifically Florida Statutes, § 713.10, no interest of Landlord whether personally or in the Premises, or in the underlying land or Building of which the Premises are a part or the leasehold interest aforesaid shall be subject to liens for improvements made by Tenant or caused to be made by Tenant hereunder. Further, Tenant acknowledges that Tenant, with respect to improvements or alterations made by Tenant or caused to be made by Tenant hereunder, shall promptly notify the contractor making such improvements to the Premises of this provision exculpating Landlord’s liability for such liens.

(b)         No Liens. Notwithstanding the foregoing, if any construction lien or other lien, attachment, judgment, execution, writ, charge or encumbrance is filed against the Building or the Premises or this leasehold, or any alterations, fixtures or improvements therein or thereto, as a result of any work action or inaction done by or at the direction of Tenant or any of Tenant’s Agents, Tenant will discharge same of record within ten (10) days after the filing thereof, failing which Tenant will be in default under this Lease. In such event, without waiving Tenant’s default, Landlord, in addition to all other available rights and remedies, without further notice, may discharge the same of record by payment, bonding or otherwise, as Landlord may elect, and upon request Tenant will reimburse Landlord for all costs and expenses so incurred by Landlord.

28.           NOTICES: Notices to Tenant under this Lease will be addressed to Tenant and mailed or delivered to the address set forth for Tenant in the BLI Rider. Notices to Landlord under this Lease (as well as the required copies thereof) will be addressed to Landlord (and its agents) and mailed or delivered to the address set forth in the BLI Rider. Notices will be personally delivered or given by registered or certified mail, return receipt requested. Notices delivered personally will be deemed to have been given as of the date of delivery and notices given by mail will be deemed to have been given forty-eight (48) hours after the time said properly addressed notice is placed in the mail. Each party may change its address from time to time by written notice given to the other as specified above.

29.           MORTGAGE: ESTOPPEL CERTIFICATE: SUBORDINATION:

(a)         Mortgage of the Building. Landlord has the unrestricted right to convey, mortgage and refinance the Building, or any part thereof. Tenant agrees, within seven (7) days after notice, to execute and deliver to Landlord or its mortgagee or designee such instruments as Landlord or its mortgagee may require, certifying the amount of the Security Deposit and whether this Lease is in full force and effect, and listing any modifications. This estoppel certificate is intended to be for the benefit of Landlord, any purchaser or mortgagee of Landlord, or any purchaser or assignee of Landlord’s mortgage. The estoppel certificate will also contain such other information as Landlord or its designee may request. Tenant will be reimbursed by Landlord for any reasonable, out-of-pocket costs actually incurred by Tenant in supplying such certificate.

(b)         Subordination. This Lease is and at all times will be subject and subordinate to all present and future mortgages or ground leases which may affect the Building and/or the parking areas and to all recastings, renewals, modifications, consolidations, replacements, and extensions of any such mortgage(s), and to all increases and voluntary and involuntary advances made thereunder. The foregoing will be self-operative and no further instrument of subordination will be required. Landlord hereby agrees that it shall, upon written request by Tenant, use its commercially reasonable efforts to obtain and deliver in favor of Tenant a non-disturbance agreement from the first mortgage holder for the Building. Landlord makes no representation or warranty that it will actually be able to obtain a non-disturbance agreement in favor of Tenant and such failure shall not be an event of default on the part of Landlord under this Lease nor affect the subordination of this Lease contained in the first sentence of this Section 29.(b). Tenant hereby agrees to give any holder of any first mortgage on the Building, by registered or certified mail, a copy of any default notice served upon Landlord by Tenant provided Tenant has been provided advance written notice of the name and address of such first mortgage holder.

20


30.           ATTORNMENT AND MORTGAGEE’S REQUEST:

(a)         Attornment. If any mortgagee of the Building comes into possession or ownership of the Premises, or acquires Landlord’s interest by foreclosure of the mortgage or otherwise, upon the mortgagee’s request Tenant will attorn to the mortgagee.

(b)         Estoppel Certificate. Tenant agrees that within seven (7) days after request by any mortgagee of the Building, Tenant will execute, acknowledge and deliver to the mortgagee a notice in form and substance satisfactory to the mortgagee, setting forth such information as the mortgagee may require with respect to this Lease and/or the Premises. If for any reason Tenant does not timely comply with the provisions of this Section, Tenant will be deemed to have confirmed that this Lease is in full force and effect with no defaults on the part of either part and without any right of Tenant to offset, deduct or withhold any Rent. Tenant will be reimbursed by Landlord for any reasonable, out-of-pocket costs actually incurred by Tenant in supplying such notice.

31.           TRANSFER BY LANDLORD: If Landlord’s interest in the Building terminates by reason of a bonafide sale or other transfer, Landlord will, upon transfer of the Security Deposit to the new owner, thereupon be released from all further liability to Tenant under this Lease.

32.           SURRENDER OF PREMISES: HOLDING OVER:

(a)         Expiration Date. Tenant agrees to surrender the Premises to Landlord on the Expiration Date (or sooner termination of the Lease Term pursuant to other applicable provisions hereof) in as good condition as they were at the commencement of Tenant’s occupancy, ordinary wear and tear, and damage by fire and windstorm excepted.

(b)         Restoration. In all events, Tenant will promptly restore all damage caused in connection with any removal of Tenant’s personal property. Tenant will pay to Landlord, upon request, all damages that Landlord may suffer on account of Tenant’s failure to surrender possession as and when aforesaid and will indemnify Landlord against all liabilities, costs and expenses (including all reasonable attorneys’ fees and costs if any) arising out of Tenant’s delay in so delivering possession, including claims of any succeeding tenant.

(c)         Improvements. Upon expiration of the Lease Term, Tenant will not be required to remove from the Premises Building standard items, all of such Building standard items are the property of Landlord. However, should Tenant, prior to the expiration of the Lease Term or during the Lease Term, install or cause to be installed fixtures, trade fixtures or any tenant improvements in excess of Building standard, Landlord shall have the option of retaining same or requiring Tenant to remove same. Should Landlord elect to cause Tenant to remove such items, the cost of removal of same, upon Landlord’s election and notice to Tenant, shall be at Tenant’s sole cost and expense. Landlord has no obligation to compensate Tenant for any items which are required hereunder to remain on or with the Premises.

(d)         Holdover Rent. Without limiting Landlord’s rights and remedies, if Tenant holds over in possession of the Premises beyond the end of the Lease Term, during the holdover period the Base Rent will be double the amount of the Base Rent due and payable for the last month of the Lease Term.

(e)         Offer of Surrender. No offer of surrender of the Premises, by delivery to Landlord or its agent of keys to the Premises or otherwise, will be binding on Landlord unless accepted by Landlord, in writing, specifying the effective surrender of the Premises. At the expiration or termination of the Lease Term, Tenant shall deliver to Landlord all keys to the Premises and make known to Landlord the location and combinations of all locks, safes and similar items.

33.           NO WAIVER: CUMULATIVE REMEDIES: No waiver of any provision of this Lease by either party will be deemed to imply or constitute a further waiver by such party of the same or any other provision hereof. The rights and remedies of Landlord under this Lease or otherwise are cumulative and are not intended to be exclusive and the use of one will not be taken to exclude or waive the use of another, and Landlord will be entitled to pursue all rights and remedies available to landlords under the laws of the State of Florida. Landlord, in addition to all other rights which it may have under this Lease, hereby expressly reserves all rights in connection with the Building or the Premises not expressly and specifically granted to Tenant under this Lease and Tenant hereby waives all claims for damages, loss, expense, liability, eviction or abatement it has or may have against Landlord on account of Landlord’s exercise of its reserved rights, including, but not limited to, Landlord’s right to alter the existing name, address, style or configuration of the Building or the common areas, signage, suite identifications, parking facilities, lobbies, entrances and exits, elevators and stairwells.

21


34.           WAIVER OF JURY TRIAL: TO THE EXTENT PERMITTED BY LAW, TENANT HEREBY WAIVES: (A) JURY TRIAL IN ANY ACTION OR PROCEEDING REGARDING A MONETARY DEFAULT BY TENANT AND/OR LANDLORD’S RIGHT TO POSSESSION OF THE PREMISES, AND (B) IN ANY ACTION OR PROCEEDING BY LANDLORD FOR MONIES OWED BY TENANT AND/OR POSSESSION OF THE PREMISES, THEN TENANT WAIVES THE RIGHT TO INTERPOSE ANY CROSSCLAIM OR COUNTERCLAIM (EXCEPT A MANDATORY CROSSCLAIM OR COUNTERCLAIM IF THE SAME IS PROVIDED FOR PURSUANT TO FLORIDA LAW). HOWEVER, THE FOREGOING WILL NOT PROHIBIT TENANT FROM BRINGING A SEPARATE LAWSUIT AGAINST LANDLORD.

35.           CONSENTS AND APPROVALS: If Tenant requests Landlord’s consent or approval under this Lease, and if in connection with such requests Landlord deems it necessary to seek the advice of its attorneys, architects and/or other experts, then Tenant shall pay the reasonable fee of Landlord’s attorneys, architects and/or other experts in connection with the consideration of such request and/or the preparation of any documents pertaining thereto.

36.           RULES AND REGULATIONS: Tenant agrees to abide by all rules and regulations attached hereto as Exhibit “C” and incorporated herein by this reference, as reasonably amended and supplemented from time to time by Landlord. Landlord will not be liable to Tenant for violation of the same or any other act or omission by any other tenant.

37.           SUCCESSORS AND ASSIGNS: This Lease will be binding upon and inure to the benefit of the respective heirs, personal and legal representatives, successors and permitted assigns of the parties hereto.

38.           QUIET ENJOYMENT: In accordance with and subject to the terms and provisions of this Lease, Landlord warrants that it has full right to execute and to perform under this Lease and to grant the estate demised and that Tenant, upon Tenant’s payment of the required Rent and performing of all of the terms, conditions, covenants, and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises during the full Lease Term.

39.           ENTIRE AGREEMENT: This Lease, together with the BLI Rider, exhibits, schedules, addenda and guaranties (as the case may be) fully incorporated into this Lease by this reference, contains the entire agreement between the parties hereto regarding the subject matters referenced herein and supersedes all prior oral and written agreements between them regarding such matters. This Lease may be modified only by an agreement in writing dated and signed by Landlord and Tenant after the date hereof.

40.           MISCELLANEOUS:

(a)         Cross Default. If Tenant has a lease for other space in the Building, any default by Tenant under such lease will constitute a default hereunder.

(b)         Severability: Choice of Law: Venue. If any term or condition of this Lease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, is not to be affected thereby and each term and condition of this Lease is to be valid and enforceable to the fullest extent permitted by law. This Lease will be construed in accordance with the laws of the State of Florida. Venue for any action arising out of this Lease shall be Broward County, Florida.

(c)         NO OFFER. SUBMISSION OF THIS LEASE TO TENANT DOES NOT CONSTITUTE AN OFFER, AND THIS LEASE BECOMES EFFECTIVE ONLY UPON THE MUTUAL EXECUTION AND DELIVERY BY BOTH LANDLORD AND TENANT AND THE PAYMENT TO LANDLORD OF ANY SECURITY DEPOSITS OR ADVANCE RENT REQUIRED HEREUNDER.

(d)         Integration. Tenant acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein.

22


(e)         Personal Property Taxes. Tenant will pay before delinquency all taxes assessed during the Lease Term against any occupancy interest in the Premises or personal property of any kind owned by or placed in, upon or about the Premises by Tenant.

(f)          Pre-Lease Commencement Occupancy. If Tenant, with Landlord’s consent, occupies the Premises or any part thereof prior to the beginning of the Lease Term, all provisions of this Lease will be in full force and effect commencing upon such occupancy, and Base Rent and Additional Rent, where applicable, for such period will be paid by Tenant at the same rate herein specified.

(g)         Brokers Each party represents and warrants that it has not dealt with any agent or broker in connection with this transaction except for the agents or brokers specifically set forth in the BLI Rider with respect to each Landlord and Tenant. If either parties’ representation and warranty proves to be untrue, such party will indemnify the other party against all resulting liabilities, costs, expenses, claims, demands and causes of action, including reasonable attorneys’ fees and costs through all appellate actions and proceedings, if any. The foregoing will survive the end of the Lease Term.

(h)         No Recording. Neither this Lease nor any memorandum hereof will be recorded by Tenant.

(i)          Landlord’s Consents. Whenever under this Lease Landlord’s consent or approval is expressly or impliedly required, the same may not be arbitrarily withheld, and may only be reasonably withheld.

(j)          No Partnership. Nothing contained in this Lease shall be deemed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any other provisions contained in this Lease nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

(k)         Construction of Certain Terms: Headings. Whenever in this Lease the context allows, the word “including” will be deemed to mean “including without limitation”. The headings of articles, sections or paragraphs are for convenience only and shall not be relevant for purposes of interpretation of the provisions of this Lease.

(l)          No-Air Rights. This Lease does not create, nor will Tenant have, any express or implied easement for or other rights to air, light or view over or about the Building or any part thereof.

(m)        Delegation by Landlord. Any acts to be performed by Landlord under or in connection with this Lease may be delegated by Landlord to its managing agent or other authorized person or firm.

(n)         Construction. This Lease shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all of the terms and provisions hereof. It is acknowledged that each of the parties hereto has been fully represented by legal counsel and that each of such legal counsel has contributed substantially to the content of this Lease.

(o)         Confidentiality of Terms. Landlord and Tenant acknowledge that the terms and provisions of this Lease have been negotiated based upon a variety of factors, occurring at a coincident point in time, including, but not limited to: (i) the individual principals involved and the financial strength of Tenant, (ii) the nature of Tenant’s business and use of the Premises, (iii) the current leasing market place and the economic conditions affecting rental rates, (iv) the present and projected tenant mix of the Building, and (v) the projected juxtaposition of tenants on the floor(s) upon which the Premises are located and the floors within the Building. Therefore, recognizing the totality, uniqueness, complexity and interrelation of the aforementioned factors, the Tenant agrees to use its best efforts not to disseminate in any manner whatsoever, (whether by word of mouth, mechanical reproduction, physical tender or by any manner of visual or aural transmission or review) the terms and conditions of this Lease to third parties who could in any way be considered presently or in the future as prospective tenants for this or any other leasehold property with which Landlord may be involved.

23


(p)         Parties Bound. If more than one person or entity is named herein as Tenant, their liability hereunder will be joint and several. In case Tenant is a corporation or limited liability company, Tenant (a) represents and warrants that this Lease has been duly authorized, executed and delivered by and on behalf of Tenant and constitutes the valid and binding agreement of Tenant in accordance with the terms hereof, and (b) Tenant shall deliver to Landlord or its agent, concurrently with the delivery of this Lease, executed by Tenant, certified resolutions of the board of directors (and shareholders, if required) or managers (and members, if required) authorizing Tenant’s execution and delivery of this Lease and the performance of Tenant’s obligations hereunder. In case Tenant is a partnership, Tenant represents and warrants that all of the persons who are general or managing partners in said partnership have executed this Lease on behalf of Tenant, or that this Lease has been executed and delivered pursuant to and in conformity with a valid and effective authorization therefor by all of the general or managing partners of such partnership, and is and constitutes the valid and binding agreement of the partnership and each and every partner therein in accordance with its terms. It is agreed that each and every present and future partner in Tenant shall be and remain at all times jointly and severally liable hereunder and that neither the death, resignation or withdrawal of any partner, nor the subsequent modification or waiver of any of the terms and provisions of this Lease, shall release the liability of such partner under the terms of this Lease unless and until Landlord shall have consented in writing to such release.

(q)         Proposed Use. Landlord has made no inquiries about and makes no representations (express or implied) concerning whether Tenant’s proposed use of the Premises is permitted under applicable law, including applicable zoning law; should Tenant’s proposed use be prohibited, Tenant shall be obligated to comply with applicable law and this Lease shall nevertheless remain in full force and effect.

(r)          Common Area Renovation. Landlord and Tenant each hereby acknowledge Landlord’s plans to renovate the Building’s ground floor lobby, the interior of each elevator, and the hallways of each elevator floor (paint and carpet only), after the Lease Commencement date (the “Renovations”). Landlord agrees that: (i) Landlord shall, subject to force majeure, substantially complete the Renovations within one hundred twenty (120) days following the Lease Commencement date and (ii) Landlord shall use its reasonable efforts to prevent the Renovations from unreasonably interfering with the Tenant’s use and enjoyment of the Premises.

(s)         Signage. Tenant may, at Tenant’s sole cost and expense, install an identification sign within or adjacent to the entrance of the Premises and on the monument sign located on the Southeast corner of Landlord’s property provided such design has the prior approvals of Landlord and the property owners’ association which governs the business park where the Building is located, as well as conforms to the graphic standards of the Building. Landlord shall maintain in the lobby of the Building, a directory which shall include the name of the Tenant and any other names reasonably requested by Tenant in proportion to the number of listings given to other tenants of the Building.

(t)          Tenant warrants and represents to Landlord, that the person signing this Lease for Tenant is authorized to sign this Lease on behalf of Tenant and to bind Tenant to the terms and conditions of this Lease. Landlord warrants and represents to Tenant that the person signing this Lease for Landlord is authorized to sign this Lease for Landlord and to bind Landlord to the terms and conditions of this Lease.

(u)         In the event that either party is in default under any terms of this Lease, or either party must take any action to enforce any provision of this Lease, then the prevailing party, in addition to recovery of any damages, shall also be entitled to recover from the other any and all of its reasonable attorneys fees and costs, including those in original and appellate proceedings.

(v)         Any and all and all real estate brokerage fees, commissions and costs shall be payable in full solely by Landlord, with no responsibility or liability on Tenant.

(w)        Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

(x)          Facsimile. Facsimile signatures of this Lease shall be treated as originals for all purposes.

(y)         Terrorist Act. The parties represent and warrant that they are not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and that they are not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation.

(z)          Americans With Disabilities Act. Landlord represents to the best of its actual knowledge, without investigation or inquiry, that the Building is not in violation of the Americans With Disabilities Act.

24


41.         OPTION TO EXTEND LEASE.

Provided this Lease is in effect and Tenant is not in default under any of the terms and conditions of this Lease at the time Tenant exercises its option to extend or at the commencement of the applicable option term, Tenant shall have the right to extend the term of this Lease for two (2) consecutive separate three (3) year terms beyond the current lease expiration date, on the same terms and conditions of this Lease, including the fixed three percent (3%) annual base rent increases, provided Tenant gives Landlord notice thereof at least sixty days (60) before the applicable three (3) year option period begins. This right to extend the term of this Lease shall be exclusive to the Tenant and any sub-tenant or assignee of Tenant which is a subsidiary or affiliated company or entity of Tenant.

[SIGNATURE PAGE TO FOLLOW]

25


IN WITNESS WHEREOF, the parties have executed and delivered this Lease as of the day and year first above written.

Witnesses:

     

“LANDLORD”

 

 

 

 

 

FRENCH OVERSEAS COMPANY, LLC, a Florida limited liability company

 

By:

/s/ Martina San Miguel

 

Name:

Martina San Miguel

 

 

Title:

VICE PRESIDENT

 

 

 

 

 

 

 

 

“TENANT”

 

 

 

 

 

ALLIANCE ENTERTAINMENT, LLC, a  Delaware limited liability company, authorized to do business in Florida

 

 

 

 

By:

/s/ Jon Tiomno

 

 

 

Jon Tiomno

 

 

 

Its: Authorized Person

26


EXHIBIT “A”

LEGAL DESCRIPTION

A portion of Parcel “A” and a portion of Parcel “B”, SUNRISE INDUSTRIAL PARK PHASE I, according to the Plat thereof, recorded in Plat Book 114, Page 25, of the Public Records of Broward County, Florida, more particularly described as follows:

BEGINNING at the Northeast corner of said Parcel “B” and the Southeast corner of Parcel “A”;

Thence, along the East boundary of said Parcel “B”, South 00° 08' 44" East, 235.00 feet;

Thence, continue along said East boundary, South 05° 33' 54" West, 100.50 feet.

Thence, continue along said East boundary, South 00° 08' 44" East, 125.03 feet;

Thence, South 44° 56' 53" West, 56.66 feet to a point on the arc of a non-tangent curve (a radial line through said point bears North 00° 02' 30" East) concave to the North, having a radius of 1,569.72 feet and a delta of 13° 29' 02";

Thence, Westerly along said curve, an arc distance of 369.41 feet;

Thence, tangent to said curve, North 76° 28' 28" West, 276.90 feet to the point of curvature of a tangent curve concave to the Southwest, having a radius of 2,032.00 feet and a delta of 02° 48' 14";

Thence, Northwesterly along said curve, an arc distance of 99.44 feet to an intersection with a non-tangent line (a radial line through said point bears South 10° 43' 17" West;

Thence, North 87° 01' 56" West, 36.21 feet;

Thence, North 13° 31' 32" East, 247.73 Feet;

Thence, North 73° 34' 48" East, 47.53 feet;

Thence, North 56° 07' 51" East, 24.93 feet;

Thence, North 72° 04' 58" East, 48.87 feet;

Thence, North 00° 34' 52" West, 64.78 feet;

Thence, North 76° 11' 51" West, 77.07 feet;

Thence, North 89° 47' 09" East, 99.96 feet;


Thence, North 71° 04' 49" East, 24.90 feet;

Thence, South 00° 34' 52" East, 75.85 feet;

Thence, 72° 04' 49" East 12.13 feet;

Thence, 89° 03' 04" East, 79.75 feet;

Thence 79° 26' 32" East, 100.12 feet;

Thence, North 87° 01' 05" East, 106.22 feet;

Thence, South 84° 58' 05" East, 32.92 feet;

Thence, South 72° 03' 51" East, 47.91 feet

Thence, South 79° 23' 36" East, 100.27 feet;

Thence, North 82° 20' 23" East, 54.10 feet;

Thence, North 52° 37' 14" East, 39.34 feet;

Thence, North 08° 14' 44" East, 65.89 feet;

Thence, North 09° 36' 36" West, 101.69 feet;

Thence, North 06° 08' 06" East, 78.58 feet;

Thence, North 71° 04' 49" East, 41.15 feet to an intersection with the East boundary of said Parcel “A”;

Thence, South 00° 08' 44" East, along said East boundary of Parcel “A”, 210.77 feet to the POINT OF BEGINNING.


Graphic 


Graphic 


EXHIBIT B

WORK LETTER AGREMENT

THIS WORK LETTER AGREEMENT (this “Agreement”) is made and entered into this ___ day of January, 2011,, between French Overseas Company, LLC, Landlord and Alliance Entertainment, LLC, Tenant. In the event of anyinconsistencies between this Agreement and the Lease dated concurrently herewith to which this Agreement is attached as Exhibit “B”, this Agreement shall control. Capitalized terms used in this Agreement shall, unless otherwise specifically set forth herein, have the same meanings as in the Lease.

WITNESSETH:

WHEREAS, Landlord and Tenant have executed a Lease this date and, in connection therewith, are entering into this Agreement for the construction of certain leasehold improvements of and to the Premises referenced in the Lease;

WHEREAS, (i) Landlord will he responsible for delivering the Building with certain structural, Mechanical, electrical and other systems in good working order, as provided in the Lease. (ii) Landlord shall employ a general contractor to undertake construction of the Tenant’s leasehold improvements, including, without limitation, architectural and space plans, permit fees, HVAC, and interior finishes of the Premises (all such work being collectively referred to herein as the “Tenant Improvements”).

WHEREAS, the parties agree and acknowledge that, for purposes of this Agreement only, the Premises contain 22336 square feet of space, plus the Extra Space in Suite 101.

NOW, THEREFORE, for TEN & NO/IO0 DOLLARS ($10.00) and other good and valuable considerations, receipt and adequacy of which is hereby acknowledged, Landlord and Tenant agree as follows:

SECTION 1

RECITALS.

1.1

Landlord and Tenant agree to the recitals set forth above and acknowledge that each of same is true and correct and by this reference is hereby incorporated into this Agreement.

SECTION 2

PLANS AND SPECIFICATIONS: THE CONTRACTOR: HVAC

21

Landlord shall hire a licensed Florida architect and such Other duly licensed professionals as required to prepare a space plan, construction budget (including all architectural and space planning costs) (the “Construction Budget”), construction plans, Specifications and working drawings for the proposed Tenant Improvements (collectively all such items are referred to herein as the “Preliminary Plans”). The Preliminary Plans shall include the Tenant’s buildout plans prepared by Lon Skidds and dated December 23, 2010, and shall reflect the Tenant Improvements to the Premises to be made in compliance with all applicable zoning, land use and building codes applicable to the Building so that: (I) all required building permits can be obtained, based upon submittal of the Final Working Drawings (as defined below) to the appropriate Governmental authority, (2) upon the proper completion of the Tenant Improvements all required certificates of occupancy can be issued by the governmental authority having jurisdiction over such matters.


2.2 The Final Working Drawings shall serve as the basis for the construction of the Tenant Improvements (collectively, the “Work”).

2.3. The Tenants Improvements are in accordance with the preliminary Plans that are attached in this document. The following installation, among others will be made in the office space: new walls throughout as needed, complete painting, new carpeting throughout, and some w will be demolished. In addition the following will be done:

a. Suite 304:

1. Replace or resurface pantry countertop/cabinets.

2. Replace boardroom ceiling tiles (most are smoke stained).

3. Replace vinyl tile with carpet and paint walls.

4. Repair or replace LAN room thermostat as required (is damaged/cracked).

b. Suite 100:

1. Restain bathroom doors.

2. Replace damaged or stained ceiling tiles in large open space.

3. Ensure proper ceiling lighting per specs in large open space.

4. Replace all ceiling tiles in small room below bathroom (all damaged and bulging).

5. Repair or replace existing stained or damaged breakroom countertops.

2.4 Landlord shall select a Florida licensed contractor for the completion of the Work, pursuant to the Final Working Drawings (the “Contractor).

SECTION 3

FINANCIAL

Alliance Entertainment requires a turnkey build out allowance at the Landlord expense based upon mutually agreed upon plans and specifications. Landlord also agrees to incur the cost for space planning, CD’s etc.. Landlord at Landlord sole cost shall provide the following Tenant improvements

Turnkey per the enclosed plan on the first floor and 3r floor to include new carpeting/flooring and paint on the 1st floor. Adequate electrical and data voice drops shall be provided per the layout for the 1st and 3rd floors

SECTION 4

CONSTRUCTION OF IMPROVEMENTS

Landlord shall cause the Work to be completed under the auspices of the Contractor in a good and workmanlike manner, in compliance with all applicable zoning, land use and building codes applicable to the Building, free from all construction liens. Landlord will use commercially reasonable efforts to see that work is completed and all necessary approvals and certificates of occupancy are issued by May 1, 2011 (the “Outside Date”). If the Work is not completed by the Outside Date, then (1) Rent shall abate until work is completed and all necessary approvals and certificates of occupancy are issued, and (2) for every day falling between the Outside Date and the actual substantial completion of the Work and delivery of the Premises, Tenant shall receive one day of free rent following the date upon which Tenant’s obligation to pay rent would have otherwise commenced, unless the delay is due to the acts or omissions of Tenant or any reason outside of Landlord’s reasonable Control.

Landlord shall, upon completion of the Work, obtain and provide to Tenant true and correct copies of all certificates of occupancy and other governmental approvals required. Tenant shall not occupy the space for business purposes unless and until Tenant has obtained all of the foregoing governmental approvals, including the Certificate of Occupancy and the occupational licenses submitted same to Landlord.

Tenant shall have the right to relocate all computer room floor tiles and equipment in the Premises, as Tenant deems necessary within the Premises, at Tenant’s sole cost and expense.


SECTION 5

RATIFICATION

Except as specifically set forth in this Agreement, the Lease is ratified and confirmed as written.

[EXECUTION PACE FOLLOWS]

In WINTNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written

Witnesses

 

  

LANDORD

 

 

 

 

 

 

 

FRENCH OVERSEAS COMPANY, LLC, a Florida limited liability company

 

 

 

 

 

Printed Name:

 

By:

/s/ Martina San Miguel

 

 

 

MARTINA SAN
MIGUEL

 

 

 

Vice - President

 

 

Its: Authorized Agent

 

 

 

 

 

Printed Name:

 

 

 

 

 

 

 

 

 

 

TENANT

 

 

 

ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the Florida

 

 

Printed Name:

 

 

/s/ Ruth Jacobs

 

 

By: Jon Tiomno

 

 

 

/s/ Jon Tiomno

Printed Name:

Ruth Jacobs

 

Its: Authorized Agent


EXHIBIT “C”

RULES & REGULATIONS

1.           The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, and halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the Premises.

2.           No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be att:aehed to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, shades, screens, or other fixtures must be of a quality, type, design, and color, and attached in the manner approved by Landlord.

3.           No sign, advertisement, notice or other lettering shall he exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the Premises or Building or on the inside of the Premises if the same can be seen from the outside of the Premises without the prior written consent of Landlord except that the name of Tenant may appear on the entrance door of the Premises. In the event of a violation of the foregoing by Tenant, Landlord may remove same without any liability and may charge the expense incurred by such removal to the Tenant or Tenants violating this rule. Interior signs on doors and the directory shall be inscribed, painted or affixed for each Tenant by Landlord at the expense of such Tenant and shall he of a size and style acceptable to the Landlord.

4.           Tenant shall not occupy or permit any portion of the Premises demised to it to be occupied as an office for a public stenographer or typist, or as a barber or manicure shop, or as an employment bureau. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant at the Premises, nor advertise for labor giving an address at the Premises. The Premises shall not be used for gambling, lodging, or sleeping or for any immoral or illegal purposes. The Premises shall not be used for the manufacture, storage, or sale of merchandise, goods or property of any kind whatsoever.

5.           The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageway or other public places in the Building shall not be covered or obstructed by any Tenant nor shall any bottles, parcels or other articles be placed on the window sills. No materials shall be placed in the corridors or vestibules nor shall any articles obstruct any air conditioning supply or exhaust vent.

6.           The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no sweepings, rubbish, rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures by Tenant, its servants, employees, agents, or licensees shall be borne by Tenant.

7.           No Tenant shall mark, paint, drill into, or in any way deface any part of the Premises or the Building of which they form a part. No boring, cutting, or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as it may direct. Should a Tenant require telegraphic, telephonic, annunciator or other communication service, Landlord will direct the electricians where and how wires are to be introduced and placed, and none shall be introduced or placed except as Landlord shall direct. Electric current shall not be used for power or heating without Landlord’s prior written permission. Neither Tenant nor Tenant’s Agents including, but not limited to, electrical repairmen and telephone installers, shall lift, remove or in any way alter or disturb any of the interior ceiling materials of the Premises or Building, nor shall any of same have any access whatsoever to the area above the interior ceiling of the Premises or the Building except with the prior written consent of Landlord and in accordance with guidelines established by Landlord. No antennas shall be permitted.


8.           No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Premises, and no cooling shall be done or permitted by any Tenant on said Premises. No Tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises.

9.           Landlord shall have the right to retain a passkey and to enter the Premises at any time, to examine same or to make such alterations and repairs as may be deemed necessary, or to exhibit saint to prospective tenants during normal business hours.

10.         No Tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way. No Tenant shall throw anything out of doors, windows, or skylights, or down the passageways.

11.         No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or the mechanism thereof: Each Tenant must, upon the termination of his tenancy restore to the Landlord all keys of offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, Tenant shall pay to the Landlord the cost of any lost keys.

12.         Tenant will refer all contractors, contractors’ representatives and installation technicians, rendering any service to Tenant, to Landlord for Landlord’s supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the building, including installations of telephones, telegraph equipment, electrical devices and attachments, and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building.

13.         All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which the Landlord or its agent may determine from time to time. All such movement shall be tinder supervision of Landlord and in the manner agreed between Tenant and Landlord by prearrangement before performance. Such pre-arrangements initiated by Tenant will include determination by Landlord, subject to his decision and control, of the time, method, and routing of movement and limitations imposed by safety or other concerns which may prohibit any article, equipment or any other item from being brought into the building. Landlord reserves the right to prescribe the weight and position of all safes, which must be placed upon 2-inch thick plank strips to distribute the weight. Any damage done to the Building or to other Tenants or to other persons in bringing in or removing safes, furniture or other bulky or heavy articles shall be paid for by the Tenant.

14.         Tenant agrees that all machines or machinery placed in the Premises by Tenant will he erected and placed so as to prevent any vibration or annoyance to any other Tenants in the Building of which the Premises are a part, and it is agreed that upon written request of Landlord, Tenant will, within ten (10) days after the mailing of such notice, provide approved settings for the absorbing, preventing, or decreasing of noise from any or all machines or machinery placed in the Premises.

15.         Each Tenant shall, at its expense, provide artificial light for the employees of the Landlord while doing janitor service or other cleaning, and in making repairs or alterations in said Premises,

16.         The requirements of Tenant will be attended to only upon written application at the office of the Building, Employees of Landlord shall not receive or carry messages for or to any Tenant or other person nor contract with or render free or paid services to any Tenant of Tenant’s agent, employees, or invitees,

17.         Canvassing, soliciting, and peddling in the Building is prohibited and each Tenant shall cooperate to prevent the same.

2


18.         Tenant shall have the free use of the mail chutes, if any, installed in the Building, but the Landlord in no wise guarantees efficiency of the said mail chutes and shall be in a no wise responsible for any damage or delay which may arise from use thereof

19.         Landlord will not be responsible for lost, stolen, or damaged property, equipment, money, or jewelry from Tenant’s area or public rooms regardless of whether such loss occurs when area is locked against entry or not.

20.         Landlord specifically reserves the right to refuse admittance to the Building from 6 p.m. to 8 a.m. daily, or on Saturdays, Sundays or legal holidays, to any person or persons who cannot furnish satisfactory identification, or to any person or persons who, for any other reason in the Landlord’s judgment, should be denied access to the Premises. Landlord, for the protection of the Tenant and Tenant’s effects may prescribe hours and intervals during the night and on Saturdays, Sundays and holidays, when all persons entering and departing the Building shall be required to enter their names, the offices to which they are going or from which they are leaving, and the time of entrance and departure in a register provided for the purpose by that Landlord.

21.         No Tenant, nor any of Tenant’s Agents, shall at any time bring or keep upon the Premises any inflammable, combustible, or explosive fluid, chemical, or substance.

22.         Landlord reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time he needful for the safety, care and cleanliness of the Premises, and for the preservation of good order therein and any such other or further rules and regulations shall he binding upon the parties hereto with the same force and effect as if they had been inserted herein at the time of the execution hereof.

3


LANDLORD: FRENCH OVERSEAS COMPANY, LLC

TENANT: ALLIANCE ENTERTAINMENT, LLC

PREMISES: Suites 101, 102, and 304, 1401 N.W. 136th Ave., Sunrise, FL 33323

RIGHT OF FIRST OFFER RIDER

During the first three years of the term of this Lease now being entered into between Landlord and Tenant (“this Lease”) so long as Tenant is not in default under any of the terms and conditions of this Lease, then Landlord, before entering into any new Lease with a new tenant for all, or any portion, of any other space on the first (1st) and third (3rd) floors of the building that is not part of the leased premises (“other space”), must first offer to lease such other space to Tenant. To exercise this right of first offer, Tenant must sign a new Lease with Landlord for such other space (“new Lease”) within three (3) business days after receipt by Tenant of such new lease from Landlord. Such new Lease shall have a base rent in accordance with the prevailing fair market rate for such space, and in all other material aspects shall be similar to the terms and conditions of this Lease. This right of first offer is exclusive to the present Tenant or any of its subsidiaries or affiliated companies or entities. If this right of first offer is exercised by Tenant with regard to any other space on the first (1st) floor of the building during the first year of this Lease, then the rent on the new Lease for such first (1st) floor other space shall be at the same rate as provided in this Lease.. No lease by Landlord for other space with any new tenant shall be valid, or be of any force or legal effect, unless Tenant is given the opportunity to exercise its right of first offer as set forth in this paragraph, or Tenant has waived such right, in writing. If Tenant no longer has the Right of First Offer pursuant to other provisions of the Lease, or fails to properly exercise within the three (3) business day exercise period or fails to enter into an amendment within the three (3) business day execution period, then the Right of First Offer, with respect to the subject portion of the other space then being negotiated by Landlord, shall thereupon and thereafter be null, void and of no further force or effect. LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT TIME IS OF THE ESSENCE FOR TENANT’S EXERCISE OF ANY RIGHT OF FIRST OFFER, LANDLORD IS NOT OBLIGATED TO NOTIFY TENANT OF ANY UPCOMING NEED TO TIMELY EXERCISE A REFUSAL RIGHT OTHER THAN TO NOTIFY TENANT AS SET FORTH ABOVE.

(Signatures appear on the following page)


IN THE PRESENCE OF:

LANDLORD:

FRENCH OVERSEAS COMPANY, LLC

Printed Name:

By:

Authorized Agent

Printed Name:

 

 

TENANT:

 

 

 

 

ALLIANCE ENTERTAINMENT, LLC

 

 

 

Printed Name: 

 

By:

/s/ Jon Tiomno

 

 

 

Jon Tiomno, Authorized Agent

/s/ Ruth Jacobs

 

 

 

 

 

 

 

Printed Name: 

Ruth Jacobs