LEASE

EXHIBIT 10.23

LEASE

THIS LEASE is made and entered into as of the Date of this Lease, by and between Landlord and Tenant. “Date of this Lease” shall mean the date on which the last one of the Landlord and Tenant has signed this Lease.

W I T N E S S E T H:

Subject to and on the terms and conditions of this Lease, Landlord leases to Tenant and Tenant hires from Landlord the Premises.

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

1.1 Landlord . University of South Florida Research Foundation, Incorporated, a Florida corporation not for profit under Chapter 617, Florida Statutes, and a Direct Support Organization of the University of South Florida pursuant to Section 1004.28, Florida Statutes.

1.2 Tenant . MIMEDX Inc. a Florida Corporation.

1.3 Building . The Business Partnership Building located at 3802 Spectrum Boulevard, Tampa, Florida 33612-9218. The Building is located within the Project.

1.4 Land . The parcel of land on which the Building is located, legally described on EXHIBIT “A” , attached hereto.

1.5 Project . USF Research Park at Tampa Bay, located at Fowler Avenue and Bruce B. Downs Boulevard, Tampa.

1.6 Premise . Suite 300, located on the third floor of the Building. The Premises are depicted in the sketch to be attached upon completion of space planning to this Lease as EXHIBIT “B” .

1.7 Rentable Area of the Premises . 5,000 square feet. Landlord and Tenant have stipulated to the Rentable Area of the Premises as a material part of the economic basis of this Lease and a material inducement to Landlord’s execution of this Lease.

1.8 Commencement Date . The earlier to occur of (a) the date Tenant takes possession of the Premises for the conduct of its business, or (b) the date of substantial completion of the Tenant Improvements. Substantial completion occurs on the date that a Certificate of Occupancy or its equivalent is issued for the Premises by the appropriate local government entity notwithstanding that punchlist items or insubstantial details concerning construction, decoration, or mechanical adjustment remain to be performed.

1.9 Lease Term . A term commencing on the Commencement Date and continuing for sixty full calendar months (plus any partial calendar month in which the Commencement Date falls), as extended or sooner terminated under the terms of this Lease.

1.10 Base Rent . The following amounts (which do not include sales tax):

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1.11 Allocated Share . 5.18%. Landlord and Tenant have stipulated to the Allocated Share as a material part the economic basis of this Lease and a material inducement to Landlord’s execution of this Lease.

1.12 Security Deposit . $55,000.00

1.13 Tenant’s Notice Address . 3802 Spectrum Boulevard, Suite 300, Tampa, FL 33612, with a copy to: Steve Gorlin, Gorlin Companies, 1234 Airport Road, Suite 105, Destin, FL 32541

1.14 Landlord’s Notice Address . 3802 Spectrum Boulevard, Suite 100, Tampa, FL 33612.

1.15 Tenant Improvement Allowance . $21.00 rsf or $105,000.00, to be paid in accordance with the Tenant Improvements section of this Lease.

1.16 Landlord’s Broker . Carter & Associates, LLC/ONCOR.

1.17 Tenant’s Broker . CLW Real Estate Services Group.

1.18 Ground Lease . That certain Lease Agreement pertaining to the Project by and between the Board of Trustees of the Internal Improvement Trust Fund (the “Board of Trustees”) and University of South Florida Research Foundation, Incorporated dated November 8, 1982, as amended.

1.19 Guarantor . None

1.20 Other Defined Terms . An index of the other defined terms used in this Lease is set forth below with a cross-reference to the section of the Lease in which the definition of such term can be found:

2. TERM .

2.1 General . The Lease Term shall commence on the Commencement Date and end on the last day of the Lease Term unless earlier terminated. Landlord shall determine the Commencement Date as provided in Basic Lease Information and Defined Terms article of this Lease and shall notify Tenant in writing of the date so determined within 30 days following the Commencement Date. Tenant shall, if Landlord so requests, thereafter execute a letter confirming the Commencement Date and the expiration date of this Lease in the form of EXHIBIT “D” . Notwithstanding the foregoing, in the event that the Tenant Improvements are not substantially complete by 120 days from the completion of permittable construction drawings for any reason other than Unavoidable Delay, Tenant may cancel this Lease by written notice to Landlord given within ten (10) days after that date, in which event Landlord shall refund to Tenant all monies paid by Tenant to Landlord hereunder. If Tenant fails to timely exercise its termination right under the preceding sentence, the Lease shall continue and Landlord shall diligently prosecute construction of the Tenant Improvements.

2.2 Early Occupancy . Landlord will permit Tenant to enter the Premises prior to the Commencement Date for the purpose of installing Tenant’s computer and telephone cabling and installing fixtures, furniture, and equipment, provided that Tenant’s access to the Premises shall be subject to all of the terms and provisions of the Lease, except as to the payment of Rent. Landlord may restrict Tenant’s access to the Premises if Landlord reasonably determines that such work interferes with construction of the Tenant Improvements. Any entry by Tenant in the Premises prior to the Commencement Date shall be at Tenant’s sole risk and subject to Tenant providing Landlord with prior written notice of its intended entry. Tenant shall adopt a schedule for construction and installation of any work to be performed on behalf of Tenant in addition to the Tenant Improvements in conformance with Landlord’s schedule for the Tenant Improvements and shall conduct its work in such a manner as to maintain harmonious labor relations and so not as to materially interfere with or delay the Tenant Improvements. If Tenant elects to perform any work utilizing a contractor other than Landlord or the contractor performing the Tenant Improvements, all such work shall be subject to the administrative supervision of Landlord and the contractor performing the Tenant Improvements.

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3. USE . Tenant shall continuously use and occupy the Premises only for general office purposes directly related to the business conducted by Tenant as of the Date of this Lease, consistent with uses permitted by the Underlying Ground Lease, any recorded covenants and restrictions affecting the Premises, and uses permitted by Section 159.701, et. seq., Florida Statutes, i.e., for research and development activity (including, but not limited to, the operation on the Premises of research, design, development, testing, and other activities compatible with research, both basic and applied, for use by business, government, and industry), together with such facilities and appurtenances as are related or incidental to the purposes of a research and development park, including fundraising. Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose. Tenant shall comply with the Rules and Regulations the Building promulgated by Landlord from time to time. The Rules and Regulations which apply as of the Date of this Lease are attached as EXHIBIT “C”. Landlord shall apply the Rules and Regulations in a non-discriminatory manner and all changes after the Date of this Lease shall be reasonable and shall not materially diminish any rights granted to Tenant under this Lease or increase its monetary obligations.

4. RENT .

4.1 General . On the execution of this Lease by Tenant, Tenant shall pay to Landlord the installments of Base Rent and Additional Rent for Operating Costs for the first month of the Lease Term for which Rent is due and not abated. All Base Rent shall be payable in equal monthly installments, in advance, beginning on the Commencement Date, and continuing on the first day of each and every calendar month thereafter during the Lease Term. Unless otherwise expressly provided, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Base Rent, shall be denominated as Additional Rent. Except as otherwise provided, all Additional Rent payments are due 30 days after delivery of an invoice to Tenant. Tenant shall pay monthly to Landlord any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on any Rent due under this Lease unless exempted by law. The term “Rent” when used in this Lease shall include Base Rent and all forms of Additional Rent. All Rent shall be paid to Landlord in lawful United States currency without demand, setoff, or deduction whatsoever, at Landlord’s Notice Address, or at such other place as Landlord shall designate in writing to Tenant. Tenant’s obligations to pay Rent are covenants independent of the Landlord’s obligations under this Lease.

5. OPERATING COSTS .

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

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

5.2.1 “Base Year” shall mean Landlord’s “fiscal year” of July 1, 2007 - June 30, 2008.

5.2.2 “Comparative Year” shall mean each fiscal year (July 1 - June 30) subsequent to the Base Year.

5.3 Real Estate Taxes . The term “Real Estate Taxes” shall mean the total of all taxes, assessments, and other charges by any governmental or quasi-governmental authority, including real and personal property (used in connection with Landlord’s operation and management of the Building) taxes, transit and other special district taxes, franchise taxes, and solid waste assessments that are assessed, levied, or in any manner imposed on the Land or Building. If a tax shall be levied against Landlord in substitution or supplementation in whole or in part for the Real Estate Taxes or otherwise as a result of the ownership of the Building, then the other tax shall be deemed to be included within the definition of “Real Estate Taxes”. “Real Estate Taxes” shall also include all costs incurred by Landlord in contesting the amount of the assessment of the Building made for Real Estate Tax purposes, including attorneys’, consultants’, and appraisers’ fees.

5.4 Operating Costs . The term “Operating Costs” shall mean the total of all of the costs incurred by Landlord relating to the ownership, operation, and maintenance of the Land and Building and the services provided to all tenants in the Building. By way of explanation and clarification, but not by way of

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limitation, Operating Costs will include without limitation the costs and expenses incurred for the following: Real Estate Taxes, including the cost to appeal or contest any Real Estate Taxes; pest control; trash and garbage removal (including dumpster rental); porter and matron service; security; Common Areas decorations; repairs, maintenance, and alteration of building systems, Common Areas, the Land, and portions of the Building to be maintained by Landlord; amounts paid under easements or other recorded agreements affecting the Building, including assessments paid to any property owners’ associations; repairs, maintenance, replacements, and improvements to the Building and other improvements on the Land; improvements or alterations required by law; improvements in security systems; materials, tools, supplies, and equipment to enable Landlord to supply services that Landlord would otherwise have obtained from a third party; expenditures designed to result in savings or reductions in Operating Costs; landscaping, including fertilization and irrigation supply; parking area maintenance; property management fees; an onsite management office; all utilities serving the Common Areas and other non-leased areas and not separately billed to or reimbursed by any tenant of the Building; cleaning; window washing, and janitorial services; all insurance customarily carried by owners of comparable buildings or required by any mortgagee of the Building; supplies; service and maintenance contracts for the Building; wages, salaries, and other benefits of employees of the Landlord up to and including the building manager (including a pro rata share only of the wages and benefits of employees who are employed at more than one building, which pro rata share shall be determined by Landlord and shall be based on Landlord’s estimate of the percentage of time spent by the employees at the Building); legal, accounting, and administrative costs; and uniforms and working clothes for employees and the cleaning of them. Landlord may contract for the performance of some or all of the management and maintenance functions generally described in this section with entities that are affiliated with Landlord. Operating Costs shall also include an allocated share of costs which relate to amenities not exclusively serving the Building, such as, but not limited to, parking facilities. Landlord will make the allocations of these costs to the Building in good faith. However, Tenant specifically acknowledges that the making of allocations requires the exercise of business judgment which could be subject to differing opinions. Accordingly, Landlord’s allocations will be upheld unless Tenant can prove that the allocations have been make in bad faith and are arbitrary and discriminatory as to Tenant. Operating costs shall exclude expenditures for (i) capital improvements, except (a) those required by laws enacted after the Date of this Lease; (expenditures for materials, tools, supplies, and equipment purchased by Landlord to enable Landlord to supply services that Landlord would otherwise have obtained from a third party, and (c) replacement of non-structural items in the Common Areas, in any of which cases the cost of the capital improvements shall be included in Operating Costs for the year in which the cost is incurred and subsequent years, amortized on a straight-line basis over an appropriate period, but in no event more than ten years, and (ii) legal costs incurred in negotiating or enforcing leases against tenants, disputes with tenants, or legal costs associated with general operation of the entity comprising Landlord, including attorney’s fees.

Capital Improvements intended to result in savings or reductions in Operating Costs, will be included within the definition of Operating Costs for the year in which the costs are incurred and subsequent years, amortized on a straight-line basis over an appropriate period but in no event more than ten (10) years. If Landlord leases any item of capital equipment designed to result in savings or reductions in Operating Costs, then the rent and other costs paid under the leasing arrangement shall be included in Operating Costs for the year in which they are incurred.

5.5 Variable Operating Costs . If during any year, including the Base Year, the entire Building is not occupied or Landlord is not furnishing utilities or services to all of the premises in the Building, then the variable Operating Costs for such year shall be “grossed up” (using reasonable projections and assumptions) to the amounts that would apply if the Building were 100% occupied and 100% of the leaseable space in the Building were provided with the applicable utilities or services. Variable Operating Costs are Operating Costs that are variable with the level of occupancy of the Building (including without limitation, janitorial services, utilities, Real Estate Taxes, refuse and waste disposal, and management fees).

5.6 Additional Rent . If the Operating Costs for any Comparative Year shall be greater than the Operating Costs for the Base Year, Tenant shall pay to Landlord an amount equal to Tenant’s Allocated Share of the excess of the Operating Costs for the Comparative Year over the Operating Costs for the Base Year.

5.7 Payment . Landlord shall reasonably estimate the Operating Costs that will be payable for each fiscal year. Tenant shall pay one-twelfth of Tenant’s Allocated Share of the estimated Operating Costs for

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such fiscal year monthly in advance, together with the payment of Base Rent. If any assumptions used in creating a budget change, Landlord may adjust the estimated monthly Operating Costs payments to be made by Tenant by notice to Tenant. After the conclusion of each fiscal year, Landlord shall furnish Tenant a statement of the actual Operating Costs for the year; and an adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require within fifteen (15) days after Tenant’s receipt of such statement. Tenant waives and releases any and all objections or claims relating to Operating Costs for any fiscal year unless, within 60 days after Landlord provides Tenant with the annual statement of the actual Operating Costs for the fiscal year, Tenant provides Landlord written notice that it disputes the statement and specifies the matters disputed. If Tenant disputes the statement then, pending resolution of the dispute, Tenant shall pay the Rent in question to Landlord in the amount provided in the disputed statement.

5.8 Cap on Controllable Costs . Notwithstanding anything contained in this Lease to the contrary, for purposes of computing Tenant’s Allocated Share of Operating Costs, Controllable Costs (as defined in this paragraph) for any fiscal year shall not exceed the Cap Amount (as defined in this paragraph) for the immediately preceding fiscal year. The “Cap Amount” for any given fiscal year during the Lease Term shall be an amount determined by increasing the Controllable Costs for the fiscal year in which the Commencement Date occurs by 5% per annum on a cumulative basis. “Controllable Costs” shall mean all Operating Costs other than the costs of Real Estate Taxes, all insurance-related costs, all utility and waste collection related costs, increases in governmentally mandated minimum hourly wage rates, costs resulting from acts of God, costs relating to Building and Project security, and all costs incurred in complying with changes in the law.

5.9 Audit Rights . Provided Tenant has paid the disputed statement and is not in default under this Lease, Tenant has given timely written to notice of dispute to Landlord as required under Section 5.7, then Tenant may, upon 30 days’ prior written notice to Landlord, examine Landlord’s books and records pertaining to Operating Costs covered by the disputed statement, provided that: (i) the audit shall not be conducted by a person or entity being compensated on a percentage of recovery or other contingency fee basis, (ii) the audit will be conducted during Landlord’s regular business hours at the office where Landlord maintains the Operating Costs records (which in any event shall be within the State of Florida), and (iii) Tenant and all of its consultants shall, prior to the examination, shall agree to keep Landlord’s records confidential. If Landlord and Tenant determine that Operating Costs are more or less than reported, Tenant shall promptly pay the difference to Landlord, or Landlord shall promptly pay to Tenant, or provide Tenant with a credit against future rent in the amount of the difference, as the case may be.

6. ASSIGNMENT OR SUBLETTING .

6.1 General . Tenant may not transfer any of its rights under this Lease, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner (including without limitation, sublease, assign, mortgage, encumber, or permit any portion of the Premises to be occupied by third parties),m without Landlord’s consent, which shall not be unreasonably withheld, delayed or conditioned. In making Landlord’s determination to approve or disapprove a proposed assignment, sublease or other transfer hereunder, Landlord and Tenant agree that Landlord may withhold its consent to any such proposed assignment, sublease or other transfer, and such withholding of consent by Landlord will not be deemed to be unreasonable (1) if the proposed use of Premises by such assignee or subtenant would contravene any provision of this Lease, including without limitation, Section 3, or (2) if the proposed assignee or subtenant shall be a governmental subdivision or agency, or a person or entity who enjoys a diplomatic or sovereign immunity, or (3) the proposed assignee or subtenant is an existing tenant of the Building or a party with whom Landlord is currently negotiating, or (4) if the proposed sublease shall purport to be for a term, including renewal options, which will continue after the expiration of the Lease Term, or (5) if the proposed assignment, sublease or other transfer contains terms or provisions which are in conflict with the rights and benefits granted or reserved to Landlord under this Lease, or (6) if the financial condition of the proposed assignee or subtenant is not such as would provide Landlord with reasonable assurance that such party will be able to perform its obligation sunder this Lease as such obligations become due, or (7) if Tenant is in default under this Lease. It is understood and agreed that the reasons outlined above in the preceding sentence shall not be an exclusive list of reasonable bases upon which Landlord may withhold its consent. One consent shall not be the basis for any further consent. Tenant’s sole remedy for Landlord’s failure to grant consent in breach of its obligations under this section will be declaratory relief and in no even twill Landlord be liable for

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damages as a result of such breach. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s consent to any further transfer. Tenant shall remain fully liable for all obligations under this Lease following any such transfer. The joint and several liability of Tenant, and any successor in interest of Tenant (by assignment or otherwise) under this Lease shall not in any way be affected by any agreement that modifies any of the rights or obligations of the parties under this Lease or any waiver of, or failure to enforce, any obligation under this Lease. If Landlord consents to any transfer, Tenant shall pay to Landlord, on demand, an administrative fee of $500 and will reimburse Landlord for all of Landlord’s reasonable attorneys’ fees and costs associated with Landlord’s consent (not to exceed $1,500). Any transfer by Tenant in violation of this article shall, at Landlord’s option, be void. For the purpose of this Section 6.1, “assignment” will include the following: (i) if Tenant is a partnership, the withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning thirty percent (30%) or more of the partnership, or the dissolution of the partnership; (ii) if Tenant consists of two or more natural persons, any change in the people who constitute Tenant; (iii) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the assets of Tenant; (iv) if Tenant is a limited liability company, the change of members whose interest in the company is fifty percent (50%) or more. The phrase “controlling percentage” means the ownership of, and the right to vote, stock possessing at least fifty-one percent (51%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation; except that, if the Tenant is a publicly traded company, public trades or sales of the Tenant’s stock on a national stock exchange shall not be considered an assignment hereunder even if the aggregate of the trades of sales exceeds fifty percent (50%) of the capital stock of the company. Any attempted transfer in breach of this Section 6.1 shall be void ab initio and shall constitute a default under the terms of this Lease. Landlord may, by notice to Tenant given within 15 days after receipt of Tenant’s request for consent to its proposed sublet or assignment, cancel and terminate this Lease upon 30 days’ notice, provided that Landlord shall not have the right to exercise such termination right in connection with a Permitted Transfer.

6.2 Permitted Transfers . Landlord’s consent will not be required as to a transfer to a Tenant Affiliate, or to any entity into or with which Tenant may be merged or consolidated (a “Permitted Transfer”), provided that the resulting entity shall own all or substantially all of the assets of Tenant. The form of any agreement of assignment or any sublease shall otherwise comply with the terms and conditions of this article, the significant purpose of any such transfer shall not be to avoid the restrictions on transfer otherwise imposed under this article. For purposes of this Section 6.2, a “Tenant Affiliate” shall mean only a wholly-owned subsidiary of Tenant.

7. INSURANCE .

7.1 Tenant’s Insurance. Tenant shall obtain and keep in full force and effect following insurance coverages:

7.1.1 Commercial General Liability . Commercial general liability insurance, including contractual liability, on an occurrence basis, on the then most current Insurance Services Office (ISO) form, with combined single limits of $3 million per occurrence for death, bodily injury, and property damage, which coverage limits may be effected with umbrella coverage.

7.1.2 Property . Property insurance on the ISO causes of loss-special form, in an amount adequate to cover 100% of the replacement costs, without co-insurance, of all of Tenant’s property at the Premises.

7.1.3 Workers’ Compensation . Workers’ compensation insurance covering Tenant and its employees for all costs, statutory benefits, and liabilities under state workers’ compensation, disability, and similar laws.

7.1.4 Other Insurance . Such other insurance as may be reasonably required by Landlord.

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7.2 Insurance Requirements . All insurance policies shall be written with insurance companies having a policyholder rating of at least “A-” and a financial size category of at least “Class XII” as rated in the most recent edition of “Best’s Key Rating Guide” for insurance companies. The commercial general liability insurance policy shall be endorsed under endorsement form CG 2010 1083 or such other endorsement form approved by Landlord in advance and in writing to name Landlord and Landlord’s directors, officers, partners, agents, employees, and managing agent as additional insureds and shall provide that they may not be terminated or modified in any way that would materially decrease the protection afforded Landlord under this Lease without 30 days’ advance notice to Landlord. Tenant shall furnish evidence of insurance (on ACORD 27 or other form acceptable to Landlord). Coverage amounts for the commercial general liability insurance may be increased after commencement of the third full year of the Lease Term, if Landlord shall reasonably determine that an increase is necessary for adequate protection and such increase is consistent with the insurance maintained by similarly situated landlords of comparable buildings of similar quality in the Northeast Tampa market area.

7.3 Waiver of Subrogation . Landlord and Tenant each expressly, knowingly, and voluntarily waive and release any claims that they may have against the other or the other’s employees, agents, or contractors for damage to its properties and loss of business (specifically including loss of Rent by Landlord and business interruption by Tenant) as a result of the acts or omissions of the other party or the other party’s employees, agents, or contractors (specifically including the negligence of either party or its employees, agents, or contractors and the intentional misconduct of the employees, agents, or contractors of either party), to the extent any such claims are covered (without regard to losses not compensated as a result of such things as coinsurance adjustments or deductibles) by the workers’ compensation and property insurance described in this Lease, the ISO forms of business income and extra expense insurance policies, even if not maintained by Tenant, or other property insurance that either party may carry at the time of an occurrence. Landlord and Tenant shall each, on or before the earlier of the Commencement Date or the date on which Tenant first enters the Premises for any purpose, obtain and keep in full force and effect at all times thereafter a waiver of subrogation from its insurer concerning the workers’ compensation and all forms of property insurance maintained by it for the Building.

7.4 Release of Landlord . Tenant shall insure its property against loss or damage and shall look solely to such insurance for recovery in the event of such loss or damage. Tenant hereby releases Landlord from any claim for loss or damage to Tenant and its property due to the Building or any part or appurtenance thereof being improperly designed or constructed or being or becoming out of repair, or arising from the leaking of gas, water, sewer or steam pipes, or from problems with electrical service.

7.5 Landlord’s Insurance . Landlord shall maintain special form property insurance on the Building in an amount not less than 80% of the replacement cost of the Building and commercial general liability insurance relating to the Building and its appurtenances in an amount not less than $3 million per occurrence. In addition, Landlord may, at its option, maintain coverages in excess of the minimum limits set forth in this section and additional coverages. The total cost of all insurance maintained by Landlord under this section shall be included in Operating Costs.

7.6 Indemnification . Tenant shall indemnify and hold harmless Landlord, Landlord’s mortgagees, any ground lessor or master lessor and their respective partners, directors, officers, agents, and employees from and against any and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’ fees at all tribunal levels) arising out of or related to (i) any activity, work, or other thing done, permitted or suffered in or about the Premises or the Building, (ii) any breach or default by Tenant in the performance of any of its obligations under this Lease, or (iii) any act or neglect of Tenant, or any officer, agent, employee, contractor, servant, invitee or guest of Tenant.

8. DEFAULT .

8.1 Events of Default. Each of the following shall be an event of default under this Lease: (a) Tenant fails to make any payment of Rent within five days following delivery of written notice from Landlord that such payment is due (provided that Landlord shall be required to give only two (2) such notices in any 12-month period); or (b) Tenant fails to perform any other obligation under this Lease within thirty (30) days after notice form landlord (except that if the default is of a nature that it cannot be cured within such thirty (30) day

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period solely as a result of non-financial circumstances outside of Tenant’s control, provided that Tenant has promptly commenced all appropriate action to cure the default within such period and those actions are thereafter diligently and continuously pursued by Tenant in good faith such thirty (30) day period will be extended as necessary to cure such default, not to exceed 150 days; or (c) Tenant becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant; or (d) Tenant abandons the Premises; or (e) Tenant transfers this Lease in violation of the Assignment or Subletting article; or (f) Tenant fails to deliver an estoppel certificate within the time period required by the Estoppel Certificates article of this Lease.

8.2 Remedies . In addition to all remedies provided by law or in equity, if Tenant defaults, Landlord may terminate this Lease or Tenant’s right of possession of the Premises (without terminating this Lease) by notice to Tenant. If Landlord terminates this Lease or Tenant’s right of possession, Tenant shall remain liable for all Rent owed by the full Lease Term. In addition, Landlord may declare the entire balance of all forms of Rent due under this Lease for the remainder of the Lease Term to be forthwith due and payable and may collect the then present value of the Rents (calculated using a discount rate equal to the discount rate of the branch of the Federal Reserve Bank closest to the Premises in effect as of the date of the default). Landlord shall account to Tenant, at the date of the expiration of the Lease Term, for the net amounts (taking into consideration marketing/advertising costs, legal expenses, brokerage commissions, “free rent”, moving costs, or other incentives granted, and the costs of improvements to the Premises required by replacement tenants) actually collected by Landlord as a result of a reletting.

8.3 Landlord’s Right to Perform . If Tenant defaults, Landlord may, but shall not have no obligation to, perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys’ fees, the sums so paid or obligations incurred shall be paid by Tenant to Landlord within 15 days of rendition of a bill or statement to Tenant therefor.

8.4 Late Charges and Interest . If any payment due Landlord under this Lease shall not be paid within five days of the date when due, Tenant shall pay, in addition to the payment then due, an administrative charge equal to the greater of (a) 5% of the past due payments; or (b) $250. All payments due Landlord under this Lease shall bear interest at the lesser of: (a) the Prime Rate in effect as of the date when the installment was due, plus 500 basis points, or (b) the highest rate of interest permitted to be charged by applicable law, accruing from the date the obligation arose through the date payment is actually received by Landlord. “Prime Rate” shall mean the rate (or the average of rates, if more than one rate appears) inserted in the blank of the “Money Rate” Section of the Wall Street Journal (Eastern Edition) in the section reading “Prime Rate          %.”

8.5 Limitations . Neither Landlord nor any of Landlord’s officers, employees, agents, directors, shareholders, partners, or affiliates shall have any personal liability to Tenant under this Lease. No person or entity holding Landlord’s interest under this Lease shall have any liability after such person or entity ceases to hold such interest, except for any liability accruing while such person held such interest. TENANT SHALL LOOK SOLELY TO LANDLORD’S ESTATE AND INTEREST IN THE LAND AND BUILDING FOR THE SATISFACTION OF ANY RIGHT OR REMEDY OF TENANT UNDER THIS LEASE OR IN CONNECTION WITH ANY CLAIM ARISING ON, IN OR IN CONNECTION WITH THE LAND OR BUILDING, AND NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION, OR OTHER ENFORCEMENT PROCEDURE FOR THE SATISFACTION OF TENANT’S RIGHTS OR REMEDIES UNDER THIS LEASE, OR ANY OTHER LIABILITY OF LANDLORD TO TENANT OF WHATEVER KIND OR NATURE . Landlord and Tenant each waive all rights (other than rights under the End of Term article) to consequential damages, punitive damages, or special damages of any kind.

8.6 Presumption of Abandonment . It shall be conclusively presumed that Tenant has abandoned the Premises if Tenant fails to keep the Premises open for business during regular business hours for ten consecutive days while in monetary default. Any grace periods set forth in this article shall not apply to the application of this presumption.

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8.7 Multiple Defaults .

8.7.1 Should Tenant default under this Lease on two or more occasions during any 12-month period, in addition to all other remedies available to Landlord, any notice requirements or cure periods otherwise set forth in this Lease for a default by Tenant shall not apply.

8.7.2 Tenant acknowledges that any rights or options of first refusal, or to extend the Lease Term, to expand the size of the Premises, to delete space from the Premises, to purchase the Premises or the Building, or other similar rights or options that have been granted to Tenant under this Lease are conditioned on the prompt and diligent performance of the terms of this Lease by Tenant, Accordingly, should Tenant, on three or more occasions during any 12-month period, (a) fail to pay any installment of rent within five days of the due date; or (b) otherwise default under this Lease; in addition to all other remedies available to Landlord, all such rights and options shall automatically, and without further action on the part of any party, expire and be deemed canceled and of no further force and effect.

8.8 Landlord Default . Landlord shall be in default under this Lease if Landlord fails to perform any of Landlord’s obligations under this Lease and the failure continues for more than 30 days after notice from Tenant specifying the default, or if the default is of a nature that it cannot be completely cured within the 30-day period solely as a result of nonfinancial circumstances outside of Landlord’s control, if Landlord fails to begin curing the default within the 30-day period or fails thereafter to diligently and continuously pursue such cure in good faith.

9. ALTERTIONS . “Alterations” shall mean any alteration, addition, or improvement in or on or to the Premises of any kind or nature made by or on behalf of Tenant (excluding the initial Tenant Improvements).

9.1 Consent Required . Tenant shall make no Alterations without the prior written consent of Landlord, which consent may be arbitrarily withheld; provided, however, Landlord will not unreasonably withhold or delay consent to nonstructural interior Alterations, provided that they do not affect Building structure, utility services or plumbing and electrical lines or other systems of the Building, are not visible from outside the Premises, and do not require other alterations, additions, or improvements to portions of the Project outside the Premises.

9.2 Conditions . All Alterations shall be performed in accordance with the following conditions:

9.2.1 All Alterations requiring a building permit shall be performed in accordance with plans and specifications first submitted to Landlord for its prior written approval, which approval shall not be unreasonably withheld. Landlord shall be given, in writing, a good description of all other Alterations. Any changes in or deviations from the plans originally approved by Landlord must be similarly approved by Landlord.

9.2.2 All Alterations shall be done in a good and workmanlike manner. Tenant shall, before the commencement of any Alterations, obtain and exhibit to Landlord any governmental permit required for the Alterations and certificates evidencing the existence of commercial general liability, and workers’ compensation insurance complying with the requirements of the Insurance article of this Lease. All Alterations performed by or on behalf of Tenant shall comply with Landlord’s standards, guidelines, and procedures for construction in the Building.

9.2.3 All Alterations shall be performed in compliance with all other applicable provisions of this Lease and all applicable laws, ordinances, directives, rules, and regulations of governmental authorities having jurisdiction, including the ADA and environmental laws. Notwithstanding anything to the contrary contained in this article, Tenant shall not penetrate or disrupt the structural columns of the building located within the Premises or any area within three feet of any structural column, in performing any Alterations.

9.2.4 All work shall be performed by contractors having, in the reasonable opinion of Landlord, the proper qualifications and carrying builder’s risk and other insurance reasonably required by Landlord.

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Tenant shall provide Landlord with the name of the Tenant’s contractor, a copy of the contractor’s licenses to do work in the subject jurisdiction(s), a Contractor’s Qualification Statement in the most current American Institute of Architects form, a copy of the executed contract between the Tenant and its contractor, and a copy of the contractor’s work schedule.

9.2.5 All work to be performed by Tenant shall be performed in a manner that will not unreasonably interfere with or disturb other tenants and occupants of the Building. Tenant shall submit to Landlord a plan for execution of the work indicating in reasonable detail the manner in which the work shall be prosecuted in view of the necessity of minimizing noise and inconvenience to the users of the Building and shall allow Landlord access to review the progress of the work upon request. The plan shall be subject to the reasonable approval of Landlord. The plan shall provide that all portions of the work involving excessive noise or inconvenience to other users of the Building shall be done after Normal Business Hours.

9.2.6 Any damage to any part of the Building or Project that occurs as a result of any Alterations shall be promptly repaired by Tenant to the reasonable satisfaction of Landlord.

9.2.7 Tenant and its contractor and all other persons performing any Alterations shall abide by Landlord’s job site rules and regulations and fully cooperate with Landlord’s construction representative(s) in coordinating all of the work in the building, including hours of work, parking, and use of the construction elevator.

9.2.8 All Alterations will comply with the requirements of any energy efficiency program offered by the electric service provider to the Building.

9.2.9 Landlord, or its agent or contractor, may supervise the performance of any Alterations.

9.2.10 Landlord, or its agent or contractor, may supervise the performance of any Alterations if required by Tenant and, if so, Tenant shall pay to Landlord an amount equal to 5% of the costs of the work as a fee for supervision and coordination of the work and as reimbursement for expenses incurred by Landlord in connection with Landlord’s supervision and coordination. Tenant has requested Landlord supervise the initial Tenant Improvements and shall pay the supervision fee under the terms of Section 9.3 .

9.3 Tenant Improvements .

9.3.1 Definitions . The following terms shall have the following definitions: (a)  “Plans” shall mean plans and specifications for the improvements to the Premises desired by Tenant; (b)  “Tenant Improvements” shall mean all of the work described in the Plans and any extra work or changes performed under revisions to the Plans; and (c)  “Work Cost” shall mean the aggregate of (i) engineering and architectural fees for the Tenant Improvements, plus (ii) filing fees, permit costs, governmental requirements, testing and inspection costs, incurred for or necessitated by the Tenant Improvements, plus (iii) all costs of demolition of any existing improvements in the Premises, plus (iv) the actual cost of all labor and materials furnished in connection with the Tenant Improvements, including all costs associated with extra work or change orders, plus (v) 5% of the total actual costs of the Tenant Improvements including extra work or change orders, representing Landlord’s fee for overhead and supervision.

9.3.2 Tenant Improvement Allowance . If and for as long as Tenant is not in default under this Lease beyond any applicable grace period, Tenant shall be entitled to a tenant improvement allowance in the amount set forth in the Basic Lease Provisions of this Lease. The tenant improvement allowance shall be applied to the Work Cost. Tenant shall pay the entire amount of the Work Cost which is in excess of the allowance. When Landlord has entered into a contract for the Tenant Improvements, Landlord will provide Tenant a notice setting forth the expected total Work Cost. Within ten business days of Landlord’s delivery of such notice, Tenant shall pay to Landlord the amount, if any, by which the anticipated Work Cost exceeds the amount of the tenant improvement allowance. Tenant shall not receive cash or any credit against Rent for any unused portion of the tenant improvement allowance, if the Work Cost is less than the allowance.

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9.3.3 Plans . Tenant will cooperate fully with Landlord and Landlord’s architect and engineer to facilitate the preparation of the Plans. Tenant will respond promptly to any requests for information submitted by Landlord and Landlord’s architect and engineer. Upon request by Landlord, Tenant will meet promptly with Landlord’s architect and engineer to review and discuss the Plans. Promptly following the completion of the Plans, Landlord shall cause the Plans to be delivered to Tenant for Tenant’s written approval. Tenant’s approval of the Plans shall not be unreasonably withheld. Tenant shall notify Landlord of its approval or disapproval of the Plans within ten business days of Landlord’s delivery thereof to Tenant. Tenant’s failure to respond to Landlord’s submission of the Plans within the ten business-day period shall constitute a Delay. Landlord’s approval of the Plans or plans and specifications for any Alterations or the supervision by Landlord of any work performed on behalf of Tenant shall not: (a) constitute Landlord’s warranty as to the quality of design or fitness of any material or device used, or that the Plans are in compliance with any codes or other requirements of governmental authority; (c) impose any liability on Landlord to Tenant or any third party; or (d) serve as a waiver or forfeiture of any right of Landlord.

9.3.4 Contractor . Landlord shall, in its sole discretion, select a general contractor to perform the Tenant Improvements. Within ten days after receipt of the contractor’s estimate of the anticipated Work Cost, Tenant shall pay Landlord the difference between the estimated Work Cost and the tenant improvement allowance.

9.3.5 Performance of Improvements . Landlord shall perform the Tenant Improvements in a good and workmanlike manner, using Building standard materials. Landlord makes no representation or warranty as to the condition of the Premises or compliance of the Premises with applicable laws, including the ADA. Tenant has inspected the Premises and is fully familiar with the physical condition of the Premises, and accepting the Premises in its then existing “as-is,” “where-is” condition. Landlord shall not perform any work other than the Tenant Improvements and shall not perform any work as to any portions of the Premises not specifically addressed in the description of the Tenant Improvements. Notwithstanding the foregoing, Landlord warrants that the Tenant Improvements shall be free from defects in materials and workmanship for a period of one year from the Commencement Date. Landlord shall correct any defects reported to it within the one-year warranty period. Landlord has made no other warranty, express or implied, or representation as to fitness or suitability. Except under the express warranty provided in this paragraph, Landlord shall not be liable for any latent or patent defect in the Premises.

9.3.6 Changes . Tenant shall have the right to make changes from time to time in the Plans by submitting to Landlord written requests for changes. If the cost of any changes, as estimated by the contractor, exceed any remaining balance of the tenant improvement allowance (after deducting the most current estimate of the Work Cost before the change in question), Tenant shall pay to Landlord the