LEASE

Exhibit 10.33

LEASE

THIS LEASE (the “Lease”) is executed this 16th day of March 2007, by and between MERIDIAN-HUDSON McINTOSH LLC, a Delaware limited liability company, having an office at 17757 US Highway 19 North, Suite 200, Clearwater, Florida 33764 (“ Landlord ”), and United Natural Foods, Inc., a Delaware corporation having an office at 260 Lake Road, Dayville, CT 06241 (“ Tenant ”).

ARTICLE 1 - LEASE OF PREMISES

Section 1.01. Basic Lease Provisions and Definitions .

(a)      “Leased Premises” (shown outlined on Exhibit “A” attached hereto): Suite 1 of that certain building known as the Meridian Distribution Center, a 907,237 square foot warehouse, (the “ Building ”), located at 6100 McIntosh Road, Sarasota, Florida. The Building is located on approximately 43.51 acres of land (“Land”) (shown outlined on Exhibit “A”). The Land is adjacent to a 17.53 acre parcel of land (“Future Development Land”) (shown outlined on Exhibit “A”), known as the Meridian Business Center. The Land and the Future Development Land shall be subject to a Uniform Control Agreement and Declaration of Covenants, Conditions and Restrictions (the “Control Agreement”). The Control Agreement will be recorded after the full execution of this Lease, however, this Lease is subordinate to the Control Agreement. Notwithstanding the forgoing, the Control Agreement is not intended to change the limitation of Operating Expenses set forth in Section 3.02. The Meridian Distribution Center and the Meridian Business Center shall together be known as the “ Park ”.

(b)            “Rentable Area”: approximately 393,580 square feet, to be certified by Landlord’s architect according to BOMA standards and confirmed by Tenant’s architect.

(c)             “Tenant’s Proportionate Share”: 393,580/907,237 = .43.38%, however, in Year 1 Tenant’s Proportionate Share shall be 352,970/907,237 = 38.91%.

(Note: Minimum Annual Rent does not include applicable Florida State Sales Tax, or Additional Rent, which sums shall be the sole responsibility of Tenant.)

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(Note: Monthly Rental Installments do not include applicable Florida State Sales Tax, or Additional Rent, which sums shall be the sole responsibility of Tenant.)

(j)             “Broker(s)”: TRAMMELL CROW SERVICES, INC., a Delaware Corporation representing Landlord and NAI Realvest and NAI Brannen/Goddard, LLC representing Tenant.

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EXHIBITS

Exhibit A – Leased Premises

Exhibit B – Tenant Improvements

Exhibit B-1 – Scope of Work

Exhibit B-2 – Final Space Plan

Exhibit C – Letter of Understanding

Exhibit D – Intentionally Omitted

Exhibit E – Rules and Regulations

Exhibit F – Offer Space

Exhibit G – Move Out Standards

Exhibit H – Truck Parking Area

Exhibit I – Form Indemnity Agreement

Section 1.02. Lease of Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following: the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others (collectively, the “ Common Areas ”).

ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term . The Lease Term shall commence the later of the date that Substantial Completion (as defined in Exhibit “B” hereto) of the Tenant Improvements (as defined in Section 2.02 below) occurs or July 1, 2007 (the “ Commencement Date ”).

Section 2.02. Construction of Tenant Improvements . Tenant has personally inspected the Leased Premises and, except as expressly set forth herein, accepts the same “As Is” without representation or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto except to construct in a good workmanlike manner the leasehold improvements to the Leased Premises (collectively, the “ Tenant Improvements ”) in accordance with Exhibit “B” attached hereto and made a part hereof. Notwithstanding anything to the contrary herein, Tenant’s acceptance of the Building is conditioned upon Landlord’s completion of the items set forth in Exhibit B. The Tenant document entitled “CSI Detailed Estimate” will be incorporated into Exhibit B.

Section 2.03. Surrender of the Premises . Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order, condition and repair, casualty, condemnation and reasonable wear and tear excepted, (b) remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below), and (c) repair any damage caused by any such removal and restore the Leased Premises to the condition existing upon the Commencement Date and pursuant to the move out standards attached hereto as Exhibit “G” , reasonable wear and tear excepted. All of Tenant’s Property that is not removed within ten (10) days following Landlord’s written demand therefore shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease.

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Section 2.04. Holding Over . If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred fifty percent (150%) of the then Monthly Rental Installments and Annual Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law, either party shall have the right to terminate such month-to-month tenancy upon thirty (30) days’ prior written notice to the other, whether or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord’s remedies in such event.

ARTICLE 3 - RENT

Section 3.01. Base Rent . Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments, plus Florida State Sales Tax, in advance, without demand, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated. Tenant shall deposit with Landlord, upon delivery of this Lease Agreement, an amount equal to $ 66,181.88, which is to be applied toward the Monthly Rental Installment, Additional Rent, and the applicable Florida State Sales Tax commencing as of the first month of the Lease Term.

Section 3.02. Annual Rental Adjustment Definitions .

(a)             “ Annual Rental Adjustment ” shall mean the amount of Tenant’s Proportionate Share of Operating Expenses for a particular calendar year.

(b)            “ Operating Expenses ” shall mean the amount of all of Landlord’s costs and expenses paid or incurred in operating, repairing, replacing and maintaining the Building and the Common Areas in good condition and repair for a particular calendar year including by way of illustration and not limitation, the following: all Real Estate Taxes (as hereinafter defined), insurance premiums and deductibles, water, sewer, electrical and other utility charges other than the separately billed electrical and other charges paid by Tenant as provided in this Lease (or other tenants in the Building); painting; stormwater discharge fees; tools and supplies; repair costs; landscape maintenance costs; access patrols; license, permit and inspection fees; management fees; administrative fees; supplies, costs, wages and related employee benefits payable for the management, maintenance and operation of the Building; maintenance, repair and replacement of the driveways, curbs and sidewalk areas, landscaped areas, drainage strips, above slab and above grade sewer lines, structural frame, gutters and lighting; and maintenance and repair costs, dues, fees and assessments incurred under any covenants or charged by any owners association. Notwithstanding anything to the contrary, insurance deductible amounts will be limited to $100,000.00 per occurrence. The cost of any Operating Expenses that are capital in nature shall be amortized over the useful life of the improvement (as reasonably determined by Landlord), and only the amortized portion shall be included in Operating Expenses. Notwithstanding anything in the Lease to the contrary, with the exception of the costs for insurances and Real Estate Taxes (which shall pass through to Tenant for Tenant to pay Tenant’s Proportionate Share) Operating Expenses shall be capped to 8% increases annually over the previous year’s Operating Expense. Furthermore, the parties agree that Operating Expenses in the first year, excluding insurance and Real Estate Taxes, are as follows: Landscaping $.02 psf; Management (including on site manager) $.27; Security $.06 for a total of .$35 psf. Thus, for example, year two Operating Expenses excluding insurance and Real Estate Taxes (which shall pass through to Tenant for Tenant to pay Tenant’s Proportionate Share) shall be capped at 1.08 x .$35 psf or $.38 psf.

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Notwithstanding anything to the contrary stated herein, Landlord shall maintain and operate the refrigeration equipment in the engine room and bill back the Tenant as set forth in Article 6 herein such costs of maintenance and operation together with the cost of maintaining and operating the refrigeration units specifically in Tenant’s Leased Premises until such time as (i) other tenants occupy portions of the refrigerated area after which time Tenant shall pay its proportionate share of costs based on the square footage of refrigeration space Tenant occupies or (ii) the non-Tenant refrigeration space is converted to non-refrigeration space after which the Tenant shall be responsible for 100% of the electric costs to run the refrigeration equipment. Should the non-Tenant refrigeration space be converted to non-refrigeration space and be occupied be a new third party tenant (herein known as a “New Tenant”), Landlord shall install a separate electrical meter to insure Tenant is not being charged for the electrical usage of the New Tenant. It is Landlord’s intention to valve off any non-Tenant space until it is rented by third party tenants. Landlord shall provide Tenant actual invoices to substantiate the above expenses.

(c)             “ Tenant’s Proportionate Share of Operating Expenses ” shall mean an amount equal to the product of Tenant’s Proportionate Share times the Operating Expenses. Tenant agrees to reimburse Landlord for the actual Annual Rental Adjustment under the Lease in accordance with this Section 3.02 .

(d)            “ Real Estate Taxes ” shall mean any form of real estate tax or assessment or service payments in lieu thereof (ad valorem, non-ad valorem, real and personal), and any license fee, commercial rental tax, improvement bond or other similar charge or tax (other than inheritance, personal income or estate taxes) imposed upon the Building and land or Common Areas, or against Landlord’s business of leasing the Building, by any authority having the power to so charge or tax, together with costs and expenses of contesting the validity or amount of the Real Estate Taxes. Landlord covenants that the land on which the Building is located, the parking areas, ingress and egress, is approximately 43.51 acres, and is a separate parcel from other contiguous land owned by the Landlord.

Section 3.03. Payment of Additional Rent .

(a)             Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “ Additional Rent ” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.

(b)            In addition to the Minimum Annual Rent specified in this Lease, commencing as of the Commencement Date, Tenant shall pay to Landlord as Additional Rent for the Leased Premises, in each calendar year or partial calendar year during the Lease Term, an amount equal to the Annual Rental Adjustment for such calendar year. Landlord shall estimate the Annual Rental Adjustment annually, and written notice thereof shall be given to Tenant prior to the beginning of each calendar year. Tenant shall pay to Landlord each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental Adjustment. If Operating Expenses increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of months remaining in such year. Within a reasonable time after the end of each calendar year but no later than sixty (60) days after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment. Within thirty (30) days after receipt of the aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit against the next rent payment or payments due from Tenant (or pay to Tenant if Tenant requests such payment in writing or if such

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credit falls due in the last year of the Lease Term), as the case may be, the difference between the actual Annual Rental Adjustment for the preceding calendar year and the estimated amount paid by Tenant during such year. This Section 3.03 shall survive the expiration or any earlier termination of this Lease.

Section 3.04. Late Charges . Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue for a period of five (5) days after the due date, such unpaid amount shall bear interest from the due date thereof to the date of payment at the prime rate of interest, as reported in the Wall Street Journal New York Edition (the “ Prime Rate ”) plus six percent (6%) per annum.

Section 3.05. Inspection and Audit Rights .

(a)             Tenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the one hundred twenty (120) day period following the delivery of Landlord’s statement of the actual amount of the Annual Rental Adjustment (the “ Inspection Period ”), such of Landlord’s books of account and records as pertain to and contain information concerning the Annual Rental Adjustment for the prior calendar year in order to verify the amounts thereof. Such inspection shall take place at Landlord’s office upon at least fifteen (15) days prior written notice from Tenant to Landlord. Only Tenant or a certified public accountant that is not being compensated for its services on a contingency fee basis shall conduct such inspection. Landlord and Tenant shall act reasonably in assessing the other party’s calculation of the Annual Rental Adjustment. Tenant shall provide Landlord with a copy of its findings within thirty (30) days after completion of the audit. Tenant’s failure to exercise its rights hereunder within the Inspection Period shall be deemed a waiver of its right to inspect or contest the method, accuracy or amount of such Annual Rental Adjustment. Anything herein to the contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due pursuant to a statement rendered by Landlord to Tenant, pursuant to the terms hereof because of any objection which Tenant may raise with respect thereto.

(b)            If Landlord and Tenant agree that Landlord’s calculation of the Annual Rental Adjustment for the inspected calendar year was incorrect, the parties shall enter into a written agreement confirming such undisputed error and then Landlord shall make a correcting payment in full to Tenant within thirty (30) days after the determination of the amount of such error or credit such amount against future Additional Rent if Tenant overpaid such amount, and Tenant shall pay Landlord within thirty (30) days after the determination of such error if Tenant underpaid such amount. In the event of any errors on the part of Landlord costing Tenant in excess of three percent (3%) of Tenant’s actual operating expense liability for any calendar year, Landlord will also reimburse Tenant for the costs of an audit reasonably incurred by Tenant within the above thirty (30) day period not to exceed Five Thousand Dollars ($5,000.00).

(c)             All of the information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its independent professionals to be similarly bound. The obligations within the preceding sentence shall survive the expiration or earlier termination of the Lease.

ARTICLE 4 - SECURITY DEPOSIT

Section 4.01 Security Deposit. Tenant is not required to make a Security Deposit.

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ARTICLE 5 - OCCUPANCY AND USE

Section 5.01. Use . Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent of Landlord. Landlord represents and warrants that at Substantial Completion Tenant may use the Leased Premises for its Permitted Use and that the alteration made to Leased Premises are allowed under all applicable laws and regulations.

Section 5.02. Covenants of Tenant Regarding Use .

(a)             Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a lawful manner, (ii) comply with all covenants that encumber the Building (and of which Tenant has received reasonable prior written notice) and all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including the Building Rules and Regulations attached hereto as Exhibit “E” and made a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant, provided such modifications do not materially increase Tenant’s obligations or liabilities under this lease and do not materially and adversely impair Tenant’s access to or use of the Leased Premises or the Common Areas. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be required to make any capital or structural improvements to the Leased Premises except to the extent required because of any alterations to the Leased Premises made by Tenant or because of Tenant’s specific and unique use of the Leased Premises.

(b)            Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way unreasonably cause a nuisance, obstruct or interfere with the rights of other tenants or occupants of the Building or injure them. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord’s directions, rules and regulations, but agrees that any enforcement thereof shall be done uniformly. Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials, and not due to defective construction of the floor structure or foundation, shall be repaired by Landlord without mark-up or profit to Landlord at the sole expense of Tenant, who shall reimburse Landlord immediately therefore upon demand. The construction drawings for the building state the floors are 6” concrete and are rated at 400 psf. Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged as a direct result of such use by Tenant.

(c)          Tenant shall be provided exclusive use of the existing fueling station, the adjacent truck scale and above ground storage tanks. Tenant may operate the same at Tenant’s sole cost and expense. Tenant shall operate the fueling station and storage of fuels within regulatory guideline and according to all laws, rules and ordinances. Tenant shall comply with all requirements of Florida Statutes Chapter 376, as implemented by Florida Administrative Code Section 62-762 Aboveground Storage Tank Systems, including but not limited to the registration, operation and monitoring thereof. Tenant shall provide Landlord at Tenant’s sole cost and expense environmental insurance as set forth in Section 8. The fueling station shall be monitored (which may include cameras) and alarmed to notify both the Tenant and Landlord (or Landlord’s property manager ) in case of spills. Tenant will report to the Landlord quarterly as to usage, maintenance and operations and to any other reportable information Landlord may reasonably request. Should the costs of Landlord’s insurance increase because of Tenant’s use of the fueling station, truck scales and above ground

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storage tanks, Tenant shall pay said increase. Landlord acknowledges and agrees that the fueling station shall be operated by an entity from which Tenant leases its trucks. Prior to operation said operating entity shall execute an indemnity agreement with Landlord, which form is attached as Exhibit I. Operating entity shall add Landlord and Landlord’s property manager as additional insureds on their insurance policy. Operating entity shall provide Landlord an insurance certificate evidencing the same and a financial statement from last two years

Section 5.03. Landlord’s Rights Regarding Use . Without limiting any of Landlord’s rights specified elsewhere in this Lease (a) Landlord shall have the right at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefore. Landlord agrees to use commercially reasonable efforts to ensure that such entry into the Leased Premises or alteration of the Common Areas does not materially and adversely interfere with the use or occupancy by Tenant of the Leased Premises or the ability to conduct its business therein.

ARTICLE 6 – UTILITIES

Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However, if any services or utilities are jointly metered with other property (excluding electrical service to the Leased Premises, which Landlord shall cause to be separately metered to the Leased Premises at Landlord’s sole cost), Landlord shall make a reasonable determination of Tenant’s proportionate share of the cost of such utilities and services and Tenant shall pay such share to Landlord within thirty (30) days after receipt of Landlord’s written statement. Notwithstanding anything to the contrary herein, the costs for running the refrigeration equipment shall be controlled by section 3.02 (b) and Tenant shall pay 100% of the cost of electricity to operate the refrigeration equipment minus the average cost per square foot over the last twelve months for any non-Tenant rented space which is Ten Thousand Dollars ($10,000.00) per month. Once a new tenant leases any portion of this un- occupied space, the new tenant shall pay its proportionate share of these costs. Conceptually, if Tenant uses 52% of the combined refrigerated and frozen warehouse space and the electric costs to run the equipment is Thirty Thousand Dollars ($30,000.00) for a given month then Landlord’s contribution shall be 48% of the historic cost of $10,000.00 or $4,800.00 and Tenant shall contribute $25,200.00 for that month. Notwithstanding anything to the contrary herein, should the non-Tenant refrigeration space be converted to non-refrigeration space, the Tenant shall be responsible for 100% of the electric costs to run the refrigeration equipment.

Landlord represents and warrants that any lease it enters into with a tenant leasing all or a portion of the non-Tenant refrigeration space shall stipulate (i) that all overhead doors shall remained closed except for loading and unloading trucks and (ii) that Landlord may enforce any and all commercially reasonable rules to reduce the cost of operating the refrigeration system.

Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other Building service (but excluding the exception for refrigeration equipment set forth herein) and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder. Notwithstanding the foregoing, in the event that (i) an interruption of utility service to the Leased Premises is due to Landlord’s gross negligence or intentional wrongful acts, and (ii) the restoration of such utility service

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is entirely within Landlord’s control, and (iii) such interruption renders all or a portion of the Leased Premises untenantable (meaning that Tenant is unable to use, and does not use, such space in the normal course of its business for the Permitted Use) for more than three (3) business days after Landlord receives written notice from Tenant of such interruption of service, then Minimum Annual Rent shall abate proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such three (3) business-day period during which such portion of the Leased Premises remains untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise) as a result thereof.

ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 7.01. Repair and Maintenance of Building . Landlord, at Landlord’s cost, shall make all necessary repairs, replacements and maintenance to the roof, roof structure, floor slab, foundation, walls, below slab and below grade plumbing, the capital costs of the truck court and parking lot replacement and capital cost for the refrigeration equipment; provided however, to the extent any such repairs, replacements or maintenance are required because of the negligence, misuse or default of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s sole expense.

Section 7.02. Repair and Maintenance of Leased Premises . Tenant shall, at its own cost and expense, maintain the Leased Premises in good condition, regularly servicing and promptly making all repairs and replacements thereto, including but not limited to the electrical systems, heating and air conditioning systems, plate glass, floors, windows and doors, and sprinkler and plumbing systems. Landlord shall enter into a preventative maintenance contract, upon commercially reasonable terms, on the heating, ventilating and air-conditioning systems and a separate preventative maintenance contract for the refrigeration equipment which shall not exceed the cost of $3,500.00 per month in the first year and thereafter may be subject to reasonable increase, which cost will be shared pro-rata should another refrigeration tenant occupy the non-Tenant refrigeration space, to be approved and paid for by Tenant. The preventive maintenance contract shall provide for the inspection and maintenance of the heating, ventilating and air conditioning system. The refrigeration preventative maintenance contract shall include but not be limited to monthly inspections, cleaning evaporator coils, changing filters and valves. Tenant shall have the right to observe all work done with respect to such contract and to receive all reports generated as a result of such contract. If Tenant, in its commercially reasonable determination, is not satisfied with the work of such contractor(s), Tenant shall notify Landlord in writing with specific deficiencies. Landlord shall investigate the deficiencies noted and if they cannot be corrected to Tenant’s reasonable satisfaction, Landlord shall terminate such contract and thereafter enter into a new contractor with a contractor reasonable acceptable to Tenant. Landlord shall have thirty (30) days after receipt of such notice in which to resolve any resolve any deficiencies identified by Tenant. Tenant’s exercise of its rights hereunder shall not affect Landlord’s responsibility for the operation and maintenance of the refrigeration system as set forth in this Lease.

Should Tenant hire contractors to perform work at or upon the Leased Premises, Tenant must (i) provide Landlord with an indemnity agreement (“Indemnity Agreement”) attached hereto as Exhibit “I” executed by the contractor and the Landlord and (ii) contractor must provide Landlord insurance certificates naming Landlord and Property Manager as additional insureds on contractor’s insurance policies with limits as stated in the Indemnity Agreement. Landlord must approve said Tenant’s contractor in writing prior to allowing contractor to perform work on or at the Leased Premises.

Section 7.03. Alterations .

(a)             Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefore in writing. All such alterations shall become a part of the realty and the property

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of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Leased Premises. Tenant shall reimburse Landlord for any reasonable costs of plan review. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after receipt of notice of such filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien.

ARTICLE 8 - INDEMNITY AND INSURANCE

Section 8.01. Release . All of Tenant’s trade fixtures, merchandise, inventory and all other personal property in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise, inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as “ Tenant’s Property ”), shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for theft or damage to Tenant’s Property, and (b) any and all liability for any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.01 , the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease. Notwithstanding anything contained in this Lease to the contrary, Landlord shall be responsible for damage (including, without limitation, lost inventory) suffered by Tenant in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) as a result of the full or partial failure of the refrigeration system for any reason other than Tenant’s gross negligence or willful misconduct.

Section 8.02. Indemnification by Tenant . Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss or damage) caused directly by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02 , the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.

Section 8.03. Indemnification by Landlord . Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any intentional act, gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03 , the provisions of Section

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8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

Section 8.04. Tenant’s Insurance .

(a)             During the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable), Tenant shall maintain the following types of insurance, in the amounts specified below:

(i)             Liability Insurance . Commercial General Liability Insurance (which insurance shall not exclude blanket contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Leased Premises and Tenant’s use thereof against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $1,000,000, and with a per location general aggregate limits of not less than $5,000,000 for each policy year, which limits may be satisfied by any combination of primary and excess or umbrella per occurrence policies.

(ii)            Casualty Insurance . Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the full replacement cost of Tenant’s Property and betterments (including alterations or additions performed by Tenant pursuant hereto, but excluding those improvements, if any, made pursuant to Section 2.02 above), which insurance shall include an agreed amount endorsement waiving coinsurance limitations. If, as a result of any act or omission by Tenant or violation of this Lease, the rate of fire insurance applicable to the Building or Landlord’s Property or any other insurance carried by Landlord is increased to an amount higher than it otherwise would have been, Tenant shall reimburse Landlord for the increased cost of Landlord’s insurance premiums. Such reimbursement shall be Additional Rent payable upon the first day of the month following Landlord’s delivery to Tenant of a statement showing evidence of such increased insurance premiums. In any action or proceeding in which Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or Landlord’s Property issued by the body making fire insurance rates for the Leased Premises shall be presumptive evidence of the facts stated herein and of the several items and charges in the fire insurance rate then applicable to Landlord’s Property or any part thereof.

(iii)           Worker’s Compensation Insurance . Worker’s Compensation insurance as required by applicable laws of the State of Florida; provided, however, that (a) Tenant may, in lieu of purchasing such insurance, comply with any workers’ compensation self-insurance option that may be available under applicable law, subject to subsection (c) below; and (b) the provisions of Section 8.04(b) below shall not apply to any Workers’ Compensation Insurance that may be maintained by Tenant.

(iv)           Business Interruption Insurance . Business Interruption Insurance as currently maintained by Tenant with limits not less than an amount equal to 12 months rent hereunder. .

(v)            Environmental Insurance . Tenant shall be provided use of the existing fueling station and above ground storage tanks and may operate the same at Tenant’s sole cost and expense. Tenant shall provide Landlord at Tenant’s sole cost and expense environmental insurance with a per occurrence limit of $1,500,000.00. Tenant shall provide Landlord its environmental insurance policy for Landlord’s commercially reasonable written approval. The policy shall include “First and Third Party” cleanup. Notwithstanding anything to the contrary stated herein, Tenant shall pay the costs for any increases to property or liability insurance for the Property because of the operation of the fueling station.

(b)            All insurance required by Tenant hereunder shall (i) be issued by one or more insurance companies reasonably acceptable to Landlord, licensed to do business in the State in which the Leased Premises is located and having an AM Best’s rating of A VII or better, (ii) be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry subject to a maximum deductible of $100,000.00 for all insurance except flood insurance which is subject to a $500,000.00

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deductible and (iii) provide that said insurance shall not be materially changed, canceled or permitted to lapse on less than thirty (30) days’ prior written notice to Landlord. In addition, Tenant’s insurance shall protect Tenant and Landlord as their interests may appear, naming Landlord, Landlord’s property manager, and any mortgagee requested by Landlord, as additional insureds, including waiver of subrogation, under its commercial general liability policies. On or before the Commencement Date (or the date of any earlier entry or occupancy by Tenant), and thereafter, within thirty (30) days prior to the expiration of each such policy, Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 25 or ACORD 25-S (or other evidence of insurance reasonably acceptable to Landlord), evidencing all required coverages, together with a copy of the endorsement(s) to Tenant’s commercial general liability policy evidencing primary and non-contributory coverage and waiver of subrogation afforded to the appropriate additional insureds, Tenant shall provide Landlord with certificates of insurance, including all endorsements, evidencing the coverages required hereunder. Tenant shall be charged $25.00 per day for each day it is late in delivering said certificates. If Tenant fails to carry such insurance and furnish Landlord with such certificates of insurance, Landlord may, after written notice to Tenant and a thirty (30) day opportunity to cure, obtain such insurance on Tenant’s behalf and Tenant shall reimburse Landlord upon demand for the cost thereof as Additional Rent.

(c)             Tenant may, in lieu of purchasing workers’ compensation insurance, as required above, elect to “self-insure” against such risks provided that (i) Tenant or its parent corporation has in effect a program of “self insurance” insuring Tenant as a named insured against such risks, which program complies with any and all applicable laws with respect to self insurance in the State of Florida; (ii) Tenant or its parent corporation has and maintains a net worth sufficient to sustain a self insurance program in compliance with all applicable laws with respect to self insurance in the State of Florida; (iii) the failure to carry such insurance does not violate any law, statute, code, act, ordinance, order, judgment, decree, injunction, rule, regulation, permit, license, authorization or other requirement which is issued by any government or governmental agency with jurisdiction over the Building and the Leased Premises or which is applicable to Tenant in the conduct of its business and (iv) Tenant provides Landlord with proof of both Tenant’s self-insurance coverage and excess workers’ compensation coverage as reasonably required by Landlord, which proof shall be deemed sufficient if it shows compliance with applicable laws with respect to self insurance in the State of Florida. In the event Tenant elects to self-insure, Tenant shall be deemed to have waived any rights it may have against Landlord and its insurers in the same manner and to the same extent as set forth in Article 8 hereof as if Tenant had not elected to self-insure.

(d)            Adequacy of Coverage . Landlord, its agents and employees make no representation that the limits of liability specified to be carried by Tenant pursuant to this Article 8 are adequate to protect Tenant. If Tenant believes that any of such insurance coverage is inadequate, Tenant shall obtain, at Tenant’s sole expense, such additional insurance coverage as Tenant deems adequate.

Section 8.05. Landlord’s Insurance . During the Lease Term, Landlord shall maintain the following types of insurance, in the amounts specified below (the cost of which shall be included in Operating Expenses):

(a)            Liability Insurance . Commercial General Liability Insurance (which insurance shall not exclude blanket, contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Common Areas against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $1,000,000, and with general aggregate limits of not less than $4,000,000 for each policy year, which limits may be satisfied by any combination of primary and excess or umbrella per occurrence policies.

(b)            Casualty Insurance . Special Form Insurance in the amount of the full replacement cost of the Building, including, without limitation, any improvements, if any, made pursuant to Section 2.02 above, but excluding Tenant’s Property and any other items required to be insured by Tenant pursuant to Section 8.04

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above.

(c)             Comprehensive Boiler and Machinery Insurance in the amount of full replacement cost of the machinery.

Section 8.06. Waiver of Subrogation . Notwithstanding anything contained in this Lease to the contrary, each party hereby waives any rights it may have against the other party on account of any loss of or damage to its property, the Leased Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is insured by the party suffering damage. The special form coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against the other party. The foregoing notwithstanding, this waiver of subrogation shall not apply to any claim of Tenant with respect to the refrigeration system, up to the $500,000.00 limit set forth in Section 8.01.

Landlord hereby waives any rights it may have against the Tenant on account of any loss of or damage to its property, the Leased Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by Sections 8.04(a)(ii) and 8.05(b) above. Notwithstanding anything contained in this Lease to the contrary, Landlord shall be responsible for damage suffered by Tenant in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) as a result of the failure of the refrigeration system, except if it is caused by Tenant’s negligence or willful misconduct.

ARTICLE 9 - CASUALTY

In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date either Landlord or Tenant may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken, provided Landlord terminates the leases of all tenants of the Building which are similarly affected. If all or any part of the Leased Premises or Common Areas shall be acquired by the exercise of eminent domain so that a material portion of the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation and all other lawful damages if such amount is not subtracted from Landlord’s award. Landlord shall give notice to Tenant within five (5) business days after Landlord’s receipt of notice of any taking.

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ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Section 11.01. Assignment and Sublease .

(a)             Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease.

(b)            By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected in any material way; (ii) the business reputation of the proposed assignee or subtenant is such that Landlord has reason to believe, in Landlord’s commercially reasonable opinion, that such Tenant would have an adverse effect on the Building or the other tenants in the Building or in the Park; or (iii) the prospective assignee or subtenant is a current tenant in a building owned by Landlord at the Park or is a bona-fide third-party prospective tenant with which Landlord is in negotiations to provide space and Landlord has space available which could timely be made available to such tenant.

(c)             Except with respect to the Subtenant defined in Section 11.02 below, if Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord eighty five percent (85%) of any such net excess rental upon receipt after Tenant first recaptures all of its costs incurred in effecting such assignment or subletting, including, without limitation, concessions, improvement costs, brokerage commissions and legal fees. Tenant agrees to pay Landlord $500.00 upon demand by Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant’s interest in and to the Leased Premises as consideration for Landlord’s consent.

Section 11.02. Permitted Transfer . Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (any such entity hereinafter referred to as a “ Permitted Transferee ”). For the purpose of this Article 11 , “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior written conse