OFFICE BUILDING LEASE

Exhibit 10.7

OFFICE BUILDING LEASE

by and between

CRT-SFV, LLC

as Landlord

and

BIOHEART, INC.

as Tenant

Date: _______________, 2004

OFFICE BUILDING LEASE

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EXHIBIT “A” — LEGAL DESCRIPTION OF BUILDING PROJECT
EXHIBIT “B” — SKETCH OF PREMISES
EXHIBIT “C” — SCHEDULE OF BASE RENT
EXHIBIT “D” — GUARANTY
EXHIBIT “E” — RULES AND REGULATIONS
EXHIBIT “F” — TENANT IMPROVEMENTS

RIDER NO. 1 — EXPANSION RIGHTS
RIDER NO. 2 — OPTION TO EXTEND
RIDER NO. 3 — LICENSE TO USE ROOFTOP SPACE

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OFFICE BUILDING LEASE

     THIS LEASE is made and entered into as of the Date of this Lease, by and between CRT-SFV, LLC, a Delaware limited liability company authorized to transact business in Florida (the “Landlord”), and BIOHEART, INC., a Florida corporation (the “ Tenant ”).

W I T N E S S E T H:

     Subject to the terms and conditions of this Lease, Landlord leases to Tenant and Tenant hires from Landlord the Premises. In addition to all other rights which it has under this Lease, Landlord expressly reserves all rights relative to the Building Project which are not expressly and specifically granted to Tenant under this Lease.

     Landlord and Tenant covenant and agree:

     1.  DEFINED TERMS. The following terms, as used in this Lease, shall have the following meanings in this Lease and all exhibits and riders to this Lease.

          (.1) “ADA” shall mean the Americans with Disabilities Act of 1990 and all similar present or future laws, together with all regulations promulgated under any of the laws.

          (.2) “Allocated Share” shall mean 3.24% as of the Date of this Lease. On January 1, 2005, the Allocated Share shall increase to 10.00%. This share is a stipulated percentage, agreed upon by the parties, and constitutes a material part of the economic basis of this Lease and the consideration to Landlord in entering into this Lease. If the area of the Premises or the area of the Building Project are changed after the Date of this Lease as a result of factors other than a recalculation of the area of the Premises or the Building Project as they exist at the Date of this Lease, the Allocated Share shall be equitably adjusted.

          (.3) “Alterations” shall mean any alteration, addition, or improvement in or on or to the Premises of any kind or nature, including the Tenant Improvements.

          (.4) “Bankruptcy Code” shall mean the Bankruptcy Code of 1978, 11 U.S.C. Section 101 et seq., as amended from time to time, or any successor statute.

          (.5) “Base Rent” shall mean the amounts set forth in the schedule attached as EXHIBIT “C” . The Base Rent is a flat amount and has not been calculated based on a price per square foot of space in the Premises.

          (.6) “Building” shall mean the office building in which the Premises are located, located at 13794 Northwest 4th Street, Sunrise, Florida 33325. The Building is located within the Building Project.

          (.7) “Building Project” shall mean all of the land and the improvements on the land known as Sawgrass Business Plaza, consisting of three buildings located at 13790, 13794, and 13798 N.W. 4th Street, Sunrise, Florida 33325 and more particularly described in the legal description attached as EXHIBIT “A” .

          (.8) “Building Standard” shall mean the type, brand, grade, or quality of materials Landlord designates from time to be the minimum quality to be used in the Building Project or, as the case may be, the exclusive type, brand, grade, or quality of material to be used in the Building Project.

          (.9) “Business Days” shall mean all days other than Saturdays, Sundays, or Legal Holidays.

          (.10) “Commencement Date” shall mean August 1, 2004.

          (.11) “Common Areas” shall have the definition set forth in the Building Project and Common Areas article of this Lease.

          (.12) “Date of this Lease” shall mean the date when the last one of the Landlord and Tenant has signed this Lease.

          (.13) “Emergency” shall mean the threat of imminent injury or damage to persons or property or the imminent imposition of a civil or criminal fine or penalty.

          (.14) “Environmental Laws” shall mean all applicable environmental ordinances, rules, regulations, statutes, orders, and laws of all local, state, or federal agencies or bodies with jurisdiction over the Premises or the activities conducted on the Premises (See the Environmental Laws article of this Lease).

          (.15) “Initial Month’s Rent” shall mean the sum of $3,114.65 which represents Base Rent and additional rent for Operating Costs for the first month of the Lease Term for which rent is due and not abated (including sales tax) and which Initial Month’s Rent shall be delivered to Landlord by Tenant on execution of this Lease by Tenant.

          (.16) “Guarantor(s)” shall mean Howard J. Leonhardt, and any other party who subsequently guaranties all or any part of Tenant’s obligations under this Lease. (See the Guaranty article of this Lease).

          (.17) “Landlord’s Notice Address” shall mean c/o Parthenon Realty, LLC, 11700 Great Oaks Way, Suite 200, Alpharetta, Georgia 30022, with a copy to Building Management Office at 1601 Forum Place, Suite 410, West Palm Beach, Florida 33401.

          (.18) “Lease Term” shall mean 66 calendar months, as extended or sooner terminated under the terms of this Lease (See the Term article of this Lease).

          (.19) “Leasing Broker” shall mean Parthenon Realty, LLC (See the Broker article of this Lease).

          (.20) “Legal Holidays” shall mean New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day.

          (.21) “Maximum Rate” shall mean the highest rate of interest permitted to be charged by applicable law.

          (.22) “Monetary Default” shall have the definition set forth in the Default article of this Lease.

          (.23) “Nonmonetary Default” shall have the definition set forth in the Default article of this Lease.

          (.24) “Normal Business Hours” shall mean 8:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturdays, Legal Holidays excluded.

          (.25) “Operating Costs” shall have the definition set forth in the Operating Costs article of this Lease.

          (.26) “Parking Areas” shall mean the areas available for automobile parking in connection with the Building Project as those areas may be designated by Landlord from time to time (See the Parking article of this Lease).

          (.27) “Parking Ratio” shall mean the number of parking spaces for each 1,000 rentable square feet of space in the Premises from time to time as specified by the zoning and land use regulations applicable to the Building Project. As of the Date of this Lease, the Parking Ratio is 4 parking spaces per 1,000 rentable square feet.

          (.28) “Personal Property” shall have the definition set forth in the Security Interest article of this Lease.

          (.29) “Plans” shall have the definition set forth in EXHIBIT “F” .

          (.30) “Premises” shall mean collectively Suite Nos. 210, 211, 212, and 213, located on the first floor of the Building. As of the Date of this Lease, the Premises shall be comprised of 1,947 rentable square feet consisting of the “clean room” and the front portion of Suite 211 only (the “ Initial Premises ”), which will not be separately demised from the then-unleased remainder of the Premises (the “ Remaining Premises ”). As of January 1, 2005, the Premises will be expanded to consist of the entire Premises, comprised of 6,015 rentable square feet. The Premises are depicted in the sketch attached as EXHIBIT “B” to this Lease. Landlord reserves the light to install, maintain, use, repair, and replace pipes, ducts, conduits, wires, and structural elements leading through the Premises in locations that will not materially interfere with Tenant’s use of the Premises. No other space is demised by intention or omission.

          (.31) “Prime Rate” shall mean the per annum interest rate as published in the Wall Street Journal from time to time as the “prime rate”.

          (.32) “Real Estate Taxes” shall have the definition set forth in the Operating Costs article of this Lease.

          (.33) “Regulations” shall have the definition set forth in the REIT Status article of this Lease.

          (.34) “rent” shall have the definition set forth in the Rent article of this Lease.

          (.35) “Rentable Area of the Premises” shall mean 6,015 square feet. This square footage figure is a stipulated amount, agreed upon by the parties, and constitutes a material part of the economic basis of this Lease and the consideration to Landlord in entering into this Lease.

          (.36) “Rules and Regulations” shall mean the rules and regulations for the Building Project promulgated by Landlord from time to time. The Rules and Regulations which apply as of the Date of this Lease are attached as EXHIBIT “E” .

          (.37) “Security Deposit” shall mean $9,343.95 (includes sales tax) as that amount may be increased or decreased from time to time, which Security Deposit shall be delivered to Landlord by Tenant on execution of this Lease by Tenant. Landlord directs Tenant to make the check for the Security Deposit payable to CRT-SFV, LLC — Security Deposits. (See the Security Deposit article of this Lease).

          (.38) “Security Interest” shall have the definition set forth in the Security Interest article of this Lease.

          (.39) “Substantial Completion” shall mean the date on which the Work is substantially completed so that Tenant may use the Premises for their intended purpose notwithstanding that punchlist items or insubstantial details concerning construction, decoration, or mechanical adjustment remain to be performed.

          (.40) “Tenant Improvements” shall have the definition set forth in EXHIBIT “F” .

          (.41) “Tenant Improvement Allowance” shall mean $60,150.00 to be paid in accordance with EXHIBIT “F” .

          (.42) “Tenant’s Notice Address” shall mean Suite 210-213, 13794 Northwest 4th Street, Sunrise, Florida 33325 from and after the Commencement Date. Before the Commencement Date, Tenant’s Notice Address shall mean 4800 N. Commerce Parkway, Suite 408, Weston, Florida 33326, with copies to David S. Tobin, Esquire, Tobin & Reyes, P.A., 7251 Palmetto Park Road, Suite 205, Boca Raton, Florida 33433.

          (.43) “Tenant’s Property” shall have the definition set forth in the End of Term article of this Lease.

          (.44) “Unavoidable Delay” shall have the definition set forth in Impossibility of Performance article of this Lease.

      2. TERM.

          2.1 General. Tenant shall have and hold the Premises for the Lease Term. The Lease Tern] shall commence on the Commencement Date.

          2.2 Delay in Delivery. If the Commencement Date is delayed because of failure to complete any alteration or construction work or for any other reason not attributable to

fault on the part of Tenant, or if Landlord is unable to deliver possession of the Premises on the Commencement Date by reason of the holding over of any prior tenant, Tenant shall not be required to commence payment of rent until the Commencement Date has occurred and Landlord has delivered possession of the Premises to Tenant. However, nothing set forth in this section will operate to extend the Lease Term and rent abatement will be the full extent of Landlord’s liability to Tenant on account of the delay.

          2.3 Possession before Commencement Date. Tenant shall observe and perform all of its obligations under this Lease (except its obligations to conduct business) from the earlier to occur of the date that the Premises are delivered to Tenant for the purpose of commencement of the Tenant Improvements or the date Tenant otherwise takes possession of the Premises until the Commencement Date in the same manner as though the Lease Term began when the Premises were so delivered to Tenant. Under no circumstances, however, may Tenant enter into possession of the Premises before the earlier to occur of the date that the Premises are delivered to Tenant for the purpose of commencement of Tenant Improvements or the Commencement Date, without the express written consent of Landlord and subject to any terms of the consent. Tenant shall not be required to pay rent for any period before the Commencement Date. However, Tenant shall pay for all utilities and services consumed by or on behalf of Tenant before the Commencement Date.

      3. USE.

          3.1 Generally. Tenant shall continuously use and occupy the Premises only for general office and research laboratory purposes directly related to the business conducted by Tenant as of the Date of this Lease and in accordance with applicable zoning codes, ordinances, and use restrictions. Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose. This provision is in the nature of a restrictive covenant affecting real estate and it shall be unnecessary for Landlord to prove irreparable harm in order to obtain an injunction mandating compliance with this restrictive covenant.

          3.2 Initial Premises. Tenant acknowledges that there is no separate demising wall between the Initial Premises and the Remaining Premises. Prior to January 1, 2005, except as required for the performance of Tenant Improvements, Tenant shall not use, occupy, control, encroach upon or use any portion of the Remaining Premises for any purpose whatsoever, including, but not limited to, storage (the “Un-Authorized Use" ). Tenant agrees to indemnify and hold harmless the Landlord against any liability claim or cost including reasonable attorneys’ fees and costs) in connection with bodily injury, death, or property damage or destruction, occurring on or about the Remaining Premises resulting from or relating to any Un-Authorized Use therein. If prior to January 1, 2005, an Un-Authorized Use of the Remaining Premises occurs, Tenant shall be immediately responsible for the payment of full rent for the entire Premises.

      4. RENT.

          4.1 Base Rent. Tenant shall pay to Landlord in lawful United States currency the Base Rent. On the execution of this Lease by Tenant, Tenant shall pay to Landlord the Initial Month’s Rent as payment in advance of 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. If the Lease Term commences on a day other than the first day of a month or expires on a day other than the last day of the month, the rent payments for such month shall prorated based on the number of days in such month that the Lease Term is in effect. Rent payments shall be made to Landlord at the following address: CRT-SFV, LLC, Broward County, Wachovia Lockbox, P.O. Box 931852, Atlanta, GA 31193-1852.

          4.2 Additional Rent. 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 ten days after delivery of an invoice. Landlord shall have the same rights and remedies for defaults in the payment of additional rent as provided in this Lease for defaults in the payment of Base Rent.

          4.3 Taxes On Rent. Tenant shall pay monthly to Landlord any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed by the United States of America, the State in which the Premises are located, or any political subdivision of them, on any form of rent due under this Lease, or in substitution for any rent, notwithstanding the fact that the law imposing the tax may endeavor to impose it on Landlord.

          4.4 General. 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 without demand, setoff, or deduction whatsoever, except as specifically provided in this Lease, 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 to Landlord its Allocated Share of Operating Costs in accordance with the terms and provisions of this article.

          5.2 Real Estate Taxes. The term “Real Estate Taxes” shall mean the total of all of the taxes, assessments, excises, levies, and other charges by any public authority, which are general or special, ordinary or extraordinary, foreseen or unforeseen, or of any kind and nature whatsoever, and which shall during or in respect to the Lease Term, be assessed, levied, charged, confirmed, or imposed upon, or become due and payable out of, or become a lien on the Building Project or appurtenances or facilities used in connection with the Building Project. Real Estate Taxes shall specifically include all ad valorem taxes, personal property taxes, transit taxes, special or extraordinary assessments, government levies, and all other taxes or other similar charges, if any, which are levied, assessed, or imposed upon, or become due and payable in connection with the Building Project or appurtenances or facilities used in connection with the Building Project; provided, however, that the following taxes are excluded from Real Estate Taxes (unless they are or shall become substitute taxes as provided in this section): any franchise, excise, income, gross receipts, profits, or similar tax assessed on or relating to the income of Landlord, and any capital levy, estate, gift, inheritance, transfer, or similar tax

assessed by reason of any inheritance, devise, gift, or transfer of any estate in the Building Project by Landlord. If, because of a future change in the method of taxation or in the taxing authority, or for any other reason, a franchise, income, transit, gross receipts, profits, or other tax or governmental imposition, however designated, shall be levied against Landlord in substitution in whole or in part for the Real Estate Taxes, or instead of additions to or increases of Real Estate Taxes, or otherwise as a result of or based on or arising out of the ownership, use, or operation of the Building Project, then the franchise, income, transit, gross receipts, profits, or other tax or governmental imposition shall be deemed to be included within the definition of “Real Estate Taxes”. As to special assessments that are payable over a period of time extending beyond the Lease Term, only a pro rata portion of the special assessments, covering the portion of the Lease Term that is unexpired at the time of the imposition of the assessment shall be included in “Real Estate Taxes”. If, by law, any assessment may be paid in installments, then, for the purposes of this Lease, (a) the assessment shall be deemed to have been payable in the maximum number of installments permitted by law, and (b) there shall be included in Real Estate Taxes, for each year in which the installments may be paid, the installments so becoming payable during that year, together with any interest payable on the assessments during the year. “Real Estate Taxes” shall also include all costs and expenses incurred by Landlord in contesting the amount of the assessment of the Building Project made for Real Estate Taxes, including attorneys’, accountants’, consultants’, and appraisers’ fees.

          5.3 Operating Costs. The term “ Operating Costs ” shall mean the total of all of the costs and expenses incurred or borne by Landlord relating to the ownership, operation, maintenance, repair, and security of the Building Project and the services provided tenants in the Building Project. By way of explanation and clarification, but not by way of limitation, Operating Costs will include, but not be limited to, the costs and expenses incurred for the following: Real Estate Taxes; steam and any other fuel; water rates and sewer rates; heating; air conditioning; ventilation; plumbing, electrical, fire sprinkler, fire alarm, and emergency generator systems; cleaning, by contract or otherwise; window washing (interior and exterior); elevators; escalators; pest control; trash and garbage removal (including dumpster and compactor rental); porter and matron service; protection and security; Common Areas decorations; repairs, replacements, maintenance, and alteration of Common Areas; assessments paid to property owners’ associations; amounts paid under easements or other recorded agreements affecting the Building Project; painting and carpeting of nontenant areas; repairs, maintenance, replacements, and improvements that are appropriate for the continued operation or security of the Building Project as a first-class building; exterior landscaping; fertilization and irrigation supply, repair, and maintenance; parking area maintenance, repair, and supply; property management fees; an onsite management office; all utilities serving the Building Project and not separately billed to or reimbursed by any tenant of the Building Project; music systems; depreciation on machinery and equipment used in the maintenance of the Building Project; janitorial services; fire, extended coverage, all risks, terrorism, earthquake, change in condition, sprinkler apparatus, plate glass, electronic data processing, boiler and machinery, rental guaranty or interruption, public liability and property damage, flood, and any other additional insurance customarily carried by owners of comparable buildings or required by any mortgagee of the Building Project; supplies; service and maintenance contracts for the Building Project; wages, salaries, disability benefits, pensions, profit sharing, hospitalization, retirement plans, group insurance, and other benefits respecting 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 Project); legal, accounting, and administrative costs; uniforms and working clothes for employees and the cleaning of them; expenses imposed on the Landlord under any law or any collective bargaining agreement concerning Landlord’s employees; workers’ compensation insurance; and payroll, social security, unemployment, and other similar taxes relating to employees. Landlord may contract for the performance of some or all of the management, operating, maintenance, repair, and security functions generally described in this subsection with any persons or entities whom Landlord shall deem appropriate, including persons or entities who are affiliated with Landlord.

          Operating Costs shall exclude, or have deducted from them, as the case may be and as shall be appropriate:

               (1) Leasing commissions, rent concessions to tenants, and tenant improvements;

               (2) Executive’s salaries above the grade of building manager;

               (3) Expenditures for capital items, except (a) those which, under generally accepted accounting principles, with deviations from such principles which are customary in the real estate industry, are expenses or regarded as deferred expenses, (b) capital expenditures required by law, (c) expenditures for improvements in security systems in the Building Project and (d) 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, in any of which cases the cost of the capital improvements or expenditures shall be included in 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 years, with an interest factor equal to the Prime Rate in effect at the time of Landlord’s having incurred the expenditure, but in no event greater than the Maximum Rate;

               (4) Painting, redecorating, or other work that Landlord performs for any tenant;

               (5) Insurance proceeds received by Landlord to the extent the proceeds are reimbursement for costs included in Operating Costs (net of costs of collection);

               (6) The cost of repairs or replacements (a) necessitated by the exercise of the power of eminent domain, or (b) incurred by reason of fire or other casualty;

               (7) Depreciation or amortization, except as specifically provided in this section;

               (8) Rent payable under any lease to which this Lease is subject;

               (9) Interest on, and amortization of, any mortgages encumbering the Building Project;

               (10) Costs incurred in negotiating or enforcing leases against tenants, including attorneys’ fees;

               (11) Interest or other penalties for the late payment of any Real Estate Taxes;

               (12) Property management fees in excess of the rates then customarily charged for building management by property managers with equal or better qualifications for buildings of like class and character;

               (13) Advertising and promotional expenditures;

               (14) The incremental cost of furnishing services such as overtime HVAC to any tenant and costs incurred in performing work or furnishing services for individual tenants (including this Tenant);

               (15) Costs associated with the operation of the business of the partnership or entity which constitutes Landlord, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging, or hypothecating any of the Landlord’s interests in the Building Project, costs of any disputes between Landlord and its employees (if any) not engaged in Building Project operations, disputes of Landlord with the Building Project management company, or outside fees paid in connection with disputes with other tenants; and

               (16) The net amount recovered by Landlord from any tenant in the Building Project (other than through payments of additional rent for Operating Costs) or any third party to the extent the recovery constitutes reimbursement for costs previously included in Operating Costs.

          If Landlord shall purchase any item of capital equipment or make any capital expenditure designed to result in savings or reductions in Operating Costs, then the costs for the capital equipment or capital expenditure are to be included within the definition of Operating Costs for the year in which the costs are incurred and subsequent years, on a straight line basis, to the extent that the items are amortized over such period of time as reasonably can be estimated as the time in which the savings or reductions in Operating Costs are expected to equal Landlord’s costs for the capital equipment or capital expenditure, with an interest factor equal to the Prime Rate, but in no event greater than the Maximum Rate. 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.

          If during any period covered by a statement of Operating Costs, Landlord shall not furnish any particular item(s) of work, services, or utilities (which would constitute an Operating Cost under this section) to portions of the Building Project because those portions are not occupied or leased, or because the item of work, services, or utilities is not required or desired by the Tenant of that portion of the Building Project, or the Tenant is itself obtaining and providing that item of work, services, or utilities or is separately paying Landlord for that item (and not under a provision in its lease substantially the same as this section), or for other similar

reasons, then, for the purpose of computing the rent payable on account of Operating Costs, the amount of the Operating Costs, for that item for that period, shall be increased by an amount equal to the additional operating and maintenance expenses that would reasonably have been incurred during that period by Landlord if it had at its own expense furnished the applicable item of work, services, or utilities to the applicable portion of the Building Project. Notwithstanding anything contained in this section to the contrary, this provision shall apply only to Operating Costs (such as, but not limited to, janitorial services, utilities, refuse and waste disposal, and management fees) which vary with occupancy or use, and under no circumstances shall it apply to any fixed costs which do not vary with occupancy or use.

          5.4 Payment. Landlord shall reasonably estimate the Operating Costs that will be payable for each calendar year during the Lease Term in advance and Tenant shall pay one twelfth of its share of the Operating Costs monthly in advance, together with the payment of Base Rent. After the end of each calendar year and after receipt by Landlord of all necessary information and computations, Landlord shall furnish Tenant a detailed 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, to the end that Landlord shall receive the entire amount actually owed by Tenant for Operating Costs for the year and Tenant shall receive reimbursement for any overpayments. Any payment adjustment owed by Tenant will be due within 30 days following its receipt of Landlord’s invoice. Any refund will be credited against Tenant’s monthly rent obligations. Tenant waives and releases any and all objections or claims relating to Operating Costs for any calendar year unless, within 60 days after Landlord provides Tenant with the annual statement of the actual Operating Costs for the calendar year, Tenant provides Landlord notice that it disputes the statement. 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.

          5.5 Proration. If the Commencement Date is not January 1, then the Operating Costs for the first calendar year of the Lease Term shall be a proportionate share of the Operating Costs for the entire year, which proportionate share shall be based on the ratio between the number of days from and after the Commencement Date to the number of days in the year. On the date of any expiration or termination of this Lease (except termination because of Tenant’s default), a proportionate share of the Operating Costs for the year during which the expiration or termination occurs shall immediately become due and payable by Tenant to Landlord, if not previously billed and paid. The proportionate share shall be based on the number of days that this Lease shall have been in existence during such year. Notwithstanding any expiration or sooner termination of this Lease, Landlord shall, as soon as reasonably practicable, compute the share of Operating Costs due from Tenant, which computations shall either be based on that year’s actual figures or be an estimate based on the most recent statements previously prepared by Landlord and furnished to Tenant under this article. If an estimate is used, then Landlord shall cause statements to be prepared on the basis of the year’s actual figures promptly after they are available, and within ten days after the statement or statements are issued Landlord and Tenant shall make appropriate adjustments of any estimated payments previously made.

          5.6 Delay in Billing. Any delay or failure of Landlord in billing for any rent under this article shall not constitute a waiver of or in any way impair the continuing obligation

of Tenant to pay the rent. If any statement of Operating Costs should not be determined on a timely basis, Tenant shall continue to make payments at the rate in effect during the preceding period, and promptly following the final determination by Landlord there shall be an appropriate adjustment and payment by Tenant of all amounts on account of Operating Costs that would have been payable if the Operating Costs had been timely determined. If any amount is owed Tenant under the final determination, then Tenant shall deduct that amount from the rent due for the month(s) immediately following the month in which the final determination is made, provided, however, that if the Lease Term shall have expired in due course (and not because of a default by Tenant) on the date when the final determination is made, then Landlord shall promptly pay to Tenant all the amounts that are then due and owing.

          5.7 Alternate Computation. Notwithstanding anything contained in this article to the contrary, instead of including certain utility charges or services in Operating Costs, Landlord may bill Tenant and Tenant shall pay for those utilities or services in anyone or a combination of the following manners: (a) direct charges for services provided for the exclusive benefit of the Premises that are subject to quantification; (b) based on a formula that takes into account the relative intensity or quantity of use of utilities or services by Tenant and all other recipients of the utilities or services, as reasonably determined by Landlord; or (c) pro rata based on the proportion that the Rentable Area of the Premises bears to the total rentable area of the Tenant Premises within the Building Project that receive the applicable utilities or services. In addition, Landlord may, instead of including certain utility charges in Operating Costs, provide for direct delivery of the applicable utility services to Tenant by the utility providers. If so, all costs and Operating Costs incurred in connection with provision of the applicable utility services directly to tenants, including all costs associated with the provision of separate meters to Tenant Premises, shall be includable in Operating Costs or paid by Tenant and the other tenants receiving the meters in amounts as reasonably allocated by Landlord, and, after the direct provision of utility services has been effected, the applicable utility charges for ongoing service shall not be included in Operating Costs.

      6. ASSIGNMENT OR SUBLETTING.

          6.1 General; Definition of Transfer. Neither Tenant nor Tenant’s legal representatives or successors in interest by operation of law or otherwise shall transfer this Lease except as provided in this article. For purposes of this article, a “transfer” shall mean any of the following: (a) an assignment of this Lease; (b) a collateral assignment, mortgage, or other encumbrance involving this Lease; (c) a sublease, license agreement, or other agreement permitting all or any portion of the Premises to be used by others; (d) a reduction of Tenant’s assets to the point that this Lease is substantially Tenant’s only asset; (e) the agreement by a third party to assume, take over, or reimburse Tenant for any of Tenant’s obligations under this Lease in order to induce Tenant to lease space from the third party; or (f) any transfer of control of Tenant, which shall be defined as any issuance or transfer of stock in any corporate tenant or subtenant or any interest in any noncorporation entity tenant or subtenant, by sale, exchange, merger, consolidation, operation of law, or otherwise, or creation of new stock or interests, by which an aggregate of 50% or more of Tenant’s stock or equity interests shall be vested in one or more parties who are not stockholders or interest holders as of the Date of this Lease, or any transfer of the power to direct the operations of any entity (by equity ownership, contract, or otherwise), to one or more parties who are not stockholders or interest holders as of the Date of

this Lease, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions; provided that this subsection (f) shall only apply if and only if the primary purpose of the transfer of control is to avoid the restrictions on transfers otherwise imposed under this article. This section shall not apply to sales of stock by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934 as amended, and an initial public offering of stock (unless such offering results in a change of control as defined in subsection (f) above), which sales are effected through any recognized securities exchange. Any modification or amendment to any sublease of any portion of the Premises shall be deemed a further sublease of this Lease. As used in this article, the term “transferee” shall include any assignee or subtenant of Tenant or any other party involved in any of the other transactions or events constituting a transfer.

          6.2 Request for Consent. If Tenant requests Landlord’s consent to a transfer, it shall submit in writing to Landlord, not later than 30 days before any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the business of the proposed transferee, as to the nature and character of its proposed use of the space, and otherwise responsive to the criteria set forth in the Reasonable Consent section of this article, and (d) banking, financial, or other credit information relating to the proposed transferee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed transferee, including balance sheets and profit and loss statements for the transferee covering the three years before the transfer, certified by the transferee, and a list of personal, banking, business, and credit references for the transferee.

          6.3 Recapture. Landlord shall have the following options to be exercised within 15 Business Days from submission of Tenant’s request for Landlord’s consent to a specific transfer:

               6.3.1 If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option to cancel and terminate this Lease as of the proposed commencement date for the transfer.

               6.3.2 If Tenant proposes to sublet less than all or substantially all of the Premises or if a proposed sublease shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to the applicable portion of the Premises and the applicable portion of the Lease Term covered by the proposed sublease, effective as of the proposed commencement date of the sublease. If Landlord exercises this option, all rent for the Premises shall be equitably apportioned as of the commencement date of the sublease and Landlord, at Tenant’s expense, shall perform all work and make all alterations as may be required physically to separate the applicable portion of the Premises from the remainder of the Premises and to permit lawful occupancy of the separated portion.

                    If Landlord exercises either of its options under this article, Tenant shall have the right, to be exercised by notice given within ten days of Landlord’s notice of its exercise of an option under this article, to rescind its request for Landlord’s consent to the transfer and, if so, this Lease shall remain in full force and effect.

          6.4 Reasonable Consent. If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer. Landlord shall be deemed to have reasonably withheld its consent to any proposed transfer unless all of the following conditions have been established to Landlord’s reasonable satisfaction:

               6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of transfer and as determined by Landlord’s criteria for selecting Building Project tenants and has a net worth, experience, and reputation that is not less than the net worth, experience, and reputation of Tenant on the Date of this Lease.

               6.4.2 The proposed transfer shall not, in Landlord’s reasonable judgment, cause physical harm to the Building Project or harm to the reputation of the Building Project that would result in an impairment of Landlord’s ability to lease space in the Building Project or a diminution in the rental value of space in the Building Project.

               6.4.3 The proposed use of the Premises by the proposed transferee will be a use permitted under this Lease and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord.

               6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Building Project, or who dealt with Landlord or Landlord’s agent (directly or through a broker) as to space in the Building Project during the six months immediately preceding Tenant’s request for Landlord’s consent. Notwithstanding the foregoing, Landlord will not withhold its consent solely because the proposed transferee is an occupant of the Building Project if Landlord does not have space available for lease in the Building Project that is comparable to the space Tenant desires to transfer. For these purposes, Landlord shall be deemed to have comparable space if it has space which will be available within six months of the date of the proposed transfer on any floor anywhere within the Building Project which is approximately the same size as the space Tenant proposes to transfer, provided that if the space that Tenant proposes to transfer is contiguous to the space already leased by the proposed transferee, Landlord shall be deemed not to have comparable space.

               6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Building Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with the Environmental Laws.

               6.4.6 Any mortgagee of the Building Project will consent to the proposed transfer if such consent is required under the relevant loan documents.

               6.4.7 The proposed use of the Premises will not increase the operating costs for the Building Project or the burden on the Building Project services, or generate additional foot traffic, elevator usage, Parking Area usage, or security concerns in the Building

Project, or create an increased possibility that the comfort or safety, or both, of Landlord and the other occupants of the Building Project will be compromised or reduced.

               6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates has been involved with in its litigation.

               6.4.9 The proposed transfer will not cause a violation of another lease for space in the Building Project or give an occupant of the Building Project a right to cancel its lease.

               6.4.10 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord’s consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer.

               6.4.11 If the transfer is an assignment, the proposed assignee will assume in writing all of the obligations of Tenant under this Lease.

          Tenant acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Landlord may reasonably withhold its consent to a proposed transfer.

          6.5 Tenant’s Remedies. Tenant waives any remedy for money damages (nor shall Tenant claim any money damages by way of setoff, counterclaim, or defense) based on any claim that Landlord has unreasonably withheld, delayed, or conditioned its consent to a proposed transfer under this Lease. Tenant’s sole remedy in such an event shall be to institute an action or proceeding seeking specific performance, injunctive relief, or declaratory judgment.

          6.6 Transfer Documents. Any sublease shall provide that: (a) the subtenant shall comply with all applicable terms and conditions of this Lease to be performed by Tenant; (b) the sublease is expressly subject to all of the terms and provisions of this Lease; and (c) unless Landlord elects otherwise, the sublease will not survive a termination of this Lease (whether voluntary or involuntary) or resumption of possession of the Premises by Landlord following a default by Tenant. The sublease shall further provide that if Landlord elects that the sublease shall survive a termination of this Lease or resumption of possession of the Premises by Landlord following a default by Tenant, the subtenant will, at the election of the Landlord, attorn to the Landlord and continue to perform its obligations under its sublease as if this Lease had not been terminated and the sublease were a direct lease between the Landlord and the subtenant. Any assignment of lease shall contain an assumption by the assignee of all of the obligations of Tenant under this Lease.

          6.7 No Advertising. Tenant shall not advertise (but may list with brokers) its space for sublease at a rental rate lower than the greater of the then Building Project rental rate for the space or the rental rate then being paid by Tenant to Landlord.

          6.8 Consideration for Consent. If Tenant effects any transfer, then Tenant shall pay to Landlord a sum equal to (a) the net rent, additional rent, or other consideration paid to Tenant by any transferee that is in excess of the rent then being paid by Tenant to Landlord under this Lease for the portion of the Premises so transferred (on a prorated, square footage

basis), and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from the transfer. The net rent, additional rent, or other consideration paid to Tenant shall be calculated by deducting from the gross rent, additional rent, or other consideration reasonable and customary real estate brokerage commissions actually paid by Tenant to third parties, tenant improvement allowances, rent concessions, the actual cost of improvements to the Premises made by Tenant for the transferee, and other direct out of pocket costs actually incurred by Tenant in connection with the transfer (as long as the costs are commercially reasonable and are commonly incurred by landlords in leasing similar space). Should Tenant sell multiple assets, including its interest under this Lease, Landlord shall not be bound by any allocation of the purchase price for such assets which may be included in an agreement between Tenant and the transferee. Rather, the profit or gain on the transfer of Tenant’s interest under this Lease as defined in subsection (b) above shall be the fair market value of Tenant’s interest under this Lease as of the date of the transfer less the costs of the transaction as generally described above. Upon reasonable notice, Landlord shall have the right to audit Tenant’s books and records to determine the amount payable to Landlord under this section. All sums payable by Tenant under this section shall be payable to Landlord immediately on receipt by Tenant.

          6.9 Permitted Transfers. The option in favor of Landlord set forth in the Recapture section of this article shall not apply to, and Landlord’s consent will not be required as to, a transfer to the parent entity of Tenant or to a wholly owned subsidiary entity of Tenant or of the parent entity of Tenant, or to any affiliated entity into or with which Tenant may be merged or consolidated, provided that (a) the merger is not part of a sale or transfer of Tenant’s business or assets to an entity which was not an affiliate of Tenant before the transfer, (b) the resulting entity shall own all or substantially all of the assets of Tenant, and (c) the net worth, experience, and reputation of the resulting entity is at least equal to the net worth, experience, and reputation of Tenant on the Commencement Date; provided further, that the form of any agreement of assignment or any sublease shall otherwise comply with the terms and conditions of this article.

          6.10 No Waiver. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord’s written consent to any further transfer.

          6.11 Acceptance of Payments. If this Lease is nevertheless assigned, or the Premises are sublet or occupied by anyone other than Tenant, Landlord may accept rent from the assignee, subtenant, or occupant and apply the net amount received to the rent reserved in this Lease, but no such assignment, subletting, occupancy, or acceptance of rent shall be deemed a waiver of the requirement for Landlord’s consent as contained in this article or constitute a novation or otherwise release Tenant from its obligations under this Lease.

          6.12 Continuing Liability. Except as provided in the Recapture section of this article, following any transfer, Tenant and Guarantor shall remain liable to Landlord for the prompt and continuing payment of all forms of rent payable under this Lease following the transfer. The joint and several liability of Tenant, Guarantor, and any immediate and remote successor in interest of Tenant (by assignment or otherwise), and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not in any way be discharged, released, or impaired by any (a) agreement that modifies any of the rights or obligations of the parties under this Lease, (b) stipulation that extends the time within which an obligation under this Lease is to be performed, (c) waiver of the performance of an obligation

required under this Lease, or (d) failure to enforce any of the obligations set forth in this Lease, unless Landlord agrees to such release or discharge in writing.

          6.13 Administrative Fee. If Landlord consents to any transfer, Tenant shall pay to Landlord, on demand, an administrative fee of the greater of (a) all reasonable attorneys’ fees and actual costs associated with Landlord’s consent to any transfer and the review and preparation of all documents associated therewith, or (b) $750.

          6.14 Landlord Transfer . Landlord may assign or encumber its interest under this Lease. If any portion of the Premises is sold, transferred, or leased, or if Landlord’s interest in any underlying lease of the Premises is transferred or sold, Landlord shall be relieved of all existing and future obligations and liabilities under this Lease, provided that the purchaser, transferee, or tenant of the Premises assumes in writing those obligations and liabilities.

          6.15 Improper Transfer . Any transfer by Tenant in violation of this article shall be void and shall constitute a default under this Lease.

     7.  INSURANCE .

          7.1 Tenant’s Insurance . Tenant shall, 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 the following insurance coverages relating to the Premises:

               7.1.1 Commercial General Liability . Insurance against loss or liability in connection with bodily injury, death, or property damage or destruction, occurring on or about the Premises under one or more policies of commercial general liability insurance, including, but not limited, to the release of polluted, biohazard, or other environmentally toxic substances related to Tenant’s use of the Premises. Each policy shall be written on an occurrence basis and contain coverage at least as broad as that provided under the then most current Insurance Services Office (ISO) commercial general liability insurance form which provides the broadest coverage. Each policy shall specifically include the Premises and all areas, including sidewalks and corridors, adjoining or appurtenant to the Premises. The insurance coverage shall be in an initial amount of not less than $3 million per occurrence limit, $3 million general aggregate limit, $3 million personal and advertising limit, and $3 million products/completed operations limit, which coverage limits may be effected with umbrella coverage. Each policy shall also include the broad form comprehensive general liability endorsement or equivalent and, in addition, shall provide at least the following extensions or endorsements: (a) coverage for explosion, collapse, and underground damage hazards, when applicable; (b) personal injury coverage to include liability assumed under any contract; (c) a cross liability or severability of interest extension or endorsement or equivalent so that in the event that one insured files a claim against another insured under the policy, the policy affords coverage for the insured against whom the claim is made as if separate policies had been issued; (d) a knowledge of occurrence extension or endorsement so that knowledge of an occurrence by the agent, servant, or employee of the insured shall not in itself constitute knowledge by the insured, unless a managing general partner or an executive officer, as the case may be, shall have received the notice from the agent, servant, or employee; (e) a notice of occurrence extension or endorsement so that if the insured

reports the occurrence of an accident to its workers’ compensation carrier and the occurrence later develops into a liability claim, the failure to report the occurrence immediately to each or any other company when reported to the workers’ compensation carrier shall not be deemed a violation of the other company’s policy conditions; (f) an unintentional errors and omissions extension or endorsement so that failure of the insured to disclose all hazards existing as of the inception date of the policy shall not prejudice the insured as to the coverage afforded by the policy, provided the failure or omission is not intentional; and (g) a blanket additional insured extension or endorsement or equivalent providing coverage for unspecified additional parties as their interest may appear with the insured.

               7.1.2 Intentionally Omitted .

               7.1.3 Property . All risk property insurance, including fire and lightning, extended coverage, sprinkler damage, theft, vandalism, and malicious mischief, or the ISO causes of loss-special form, in an amount adequate to cover 100% of the replacement costs, without co-insurance, of Tenant’s Property.

               7.1.4 Workers’ Compensation . Workers’ compensation insurance in the amount required by law and employer’s liability coverage of $1 million per occurrence and covering all persons employed, directly or indirectly, in connection with Tenant’s business or the Tenant Improvements or any future Alterations.

               7.1.5 Business Interruption . Business income and extra expense insurance covering the risks to be insured by the all risk property insurance described above, on an actual loss sustained basis, but in all events in an amount sufficient to prevent Tenant from being a co-insurer of any loss covered under the applicable policy or policies. Notwithstanding the foregoing, Tenant shall not be required to obtain business income and extra expenses insurance. However, the Waiver of Subrogation section of this article shall apply notwithstanding that Tenant may not obtain such business income and extra expense insurance and Tenant waives and releases claims against Landlord which would be covered by the business income and extra expense coverages described above even though Tenant may not be maintaining those coverages.

          7.2 Construction . Except for work to be performed by Landlord, before any Alterations are undertaken by or on behalf of Tenant, Tenant shall obtain and maintain, at its expense, or Tenant shall require any contractor performing work on the Premises to obtain and maintain, at no expense to Landlord, in addition to workers’ compensation insurance as required by the law of the State in which the Premises are located, all risk builder’s risk insurance in the amount of the replacement cost of the applicable Alterations (or such other amount reasonably required by Landlord), automobile and commercial general liability insurance (including contractor’s liability coverage, contractual liability coverage, completed operations coverage, broad form property damage coverage, and contractor’s protective liability) written on an occurrence basis with a minimum limit of $2 million per occurrence limit, $2 million general aggregate limit, $2 million personal and advertising limit, and $2 million products/completed operations limit; which coverage limits may be effected with umbrella coverage. The contractor’s commercial general liability insurance shall cover claims arising out of (a) the general contractor’s operations, (b) acts of independent contractors, (c) products/completed

operations (with broad form property damage), (d) liability assumed under contract (on a broad form property damage basis), (e) liability assumed under contract (on a broad form blanket basis), (f) explosion, collapse, and underground damage hazards, when applicable, and (g) owned/nonowned/hired vehicles.

          7.3 Insurance Requirements . All insurance policies shall be (a) in form reasonably satisfactory to Landlord; and (b) written with insurance companies reasonably satisfactory to Landlord and 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, and authorized to engage in the business of insurance in the State in which the Premises are located. The commercial general liability and comprehensive automobile liability insurance policies shall 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. The minimum limits of insurance specified in this article shall in no way limit or diminish Tenant’s liability under this Lease. Tenant shall furnish to Landlord, not less than 15 days before the date the insurance is first required to be carried by Tenant, and thereafter at least 15 days before the expiration of each policy, evidence of insurance (on ACORD 27 or other form acceptable to Landlord), and such other evidence of coverages as Landlord may reasonably request, and evidence of payment of all premiums and other expenses owed in connection with the policies. Any minimum amount of coverage specified in this article shall be subject to increase at any time, and from time to time, after commencement of the third full year of the Lease Term, if Landlord shall reasonably determine that an increase is necessary for adequate protection. Within 30 days after demand by Landlord that the minimum amount of any coverage be increased, Tenant shall furnish Landlord with evidence of the increased coverage.

          7.4 Waiver of Subrogation . Except as set forth below, 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 and against every other tenant in the Building Project who shall have executed a waiver similar to this one 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 by the workers’ compensation, employer’s liability, property, rental income, business income, or extra expense insurance described in this Lease, 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, employer’s liability, property, rental income, and business interruption insurance maintained by it for the Building Project and the property located in the Building Project.

          7.5 Landlord’s Insurance . Landlord shall maintain fire and extended coverage insurance on the Building Project in an amount not less than 80% of the replacement

cost of the Building Project and commercial general liability insurance relating to the Building Project 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 as specified in the definition of Operating Costs. The total cost of all insurance maintained by Landlord under this section shall be included in Operating Costs.

     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 business days following the date such payment is due (a “Monetary Default”); or (b) Tenant fails to perform any other obligation under this Lease or the Rules and Regulations (a “Nonmonetary Default”); or (c) Tenant or any Guarantor or surety for Tenant’s obligations under this Lease becomes bankrupt or insolvent or makes a general 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 any Guarantor or surety (and, in the case of Guarantor’s bankruptcy, Tenant fails to obtain a substitute Guarantor acceptable to Landlord in its sole discretion); or (d) a receiver or trustee in bankruptcy is appointed for the Tenant’s property and the appointment is not vacated and set aside within 60 days from the date of the appointment; or (e) Tenant rejects this Lease in any bankruptcy, insolvency, reorganization, or arrangement proceedings under the Bankruptcy Code or any State insolvency laws; or (f) Tenant ceases to conduct fully its business as specified in this Lease for a period of 30 consecutive days; or (g) Tenant, before the expiration of the Lease Term, and without the written consent of Landlord, vacates the Premises or abandons possession of the Premises; or (h) the leasehold estate granted to Tenant by this Lease is taken on execution or other legal process; or (i) Tenant transfers this Lease in violation of the Assignment or Subletting article.

          8.2 Grace Periods .

               8.2.1 Nonmonetary Defaults . Provided the default does not involve an Emergency that must be addressed in a shorter time frame, Tenant shall have a period of ten (10) days after written notice from Landlord of a Nonmonetary Default in which to cure the default. In addition, provided that the default does not involve an Emergency that must be addressed in a shorter time frame, this grace period shall be extended if the default is of a nature that it cannot be completely cured within such grace period solely as a result of nonfinancial circumstances outside of Tenant’s control, provided that Tenant has promptly commenced all appropriate actions to cure the default within such cure period and those actions are thereafter diligently and continuously pursued by Tenant in good faith. In no event, however, shall the grace period exceed a total of 90 days. If the Nonmonetary Default is not cured before the expiration of the grace period, as extended, then Landlord may pursue any or all of its remedies.

               8.2.2 Statutory Notices . The notices of defaults to be given under this section may be the same as the notice required under Section 83.20, Florida Statutes or any successor statute and this Lease shall not be construed to require Landlord to give two separate notices to Tenant before proceeding with any remedies.

               8.2.3 Default Status . Tenant shall not be considered in default under this Lease until any applicable grace period has expired without the applicable event of default having been cured.

          8.3 Landlord’s Remedies . If Tenant is in default, in addition to all other remedies available to Landlord at law or in equity, Landlord may:

               8.3.1 Retake possession of the Premises and relet the Premises or any part of the Premises in the name of Landlord, or otherwise, as Tenant’s agent, for a term shorter or longer than the balance of the Lease Term, and may grant concessions or free rent to the new Tenant, thereby terminating Tenant’s tenancy in the Premises and right to possess the Premises, without terminating Tenant’s obligations to pay rent. If Landlord retakes possession of the Premises, Landlord shall use good faith efforts to relet the Premises. Good faith efforts shall not require Landlord to: (a) use any greater efforts than Landlord then uses to lease other properties Landlord or its affiliates owns or manages; (b) relet the Premises in preference to any other space in the Building Project; (c) relet the Premises to any party that Landlord could reasonably reject as a transferee under the Assignment or Subletting article of this Lease; (d) accept rent in an amount which is less than the fair market rental for the Premises; (e) perform any tenant improvements, grant any tenant improvement allowances, grant any “free rent,” or otherwise pay any sums or grant any monetary concessions in order to obtain a new tenant; (f) observe any instruction given by Tenant about the reletting process or accept any tenant offered by Tenant unless the offered tenant leases the entire Premises and the criteria of this section are otherwise fully met. Any entry or reentry by Landlord, whether had or taken under summary proceedings or otherwise, shall not absolve or discharge Tenant from liability under this Lease. “Reenter” and “re-entry” as used in this Lease are not restricted to their technical legal meaning. No reentry or taking possession of the Premises by Landlord shall be construed as an election on Landlord’s part to accept a surrender of the Premises unless a notice of such intention is given to Tenant. Landlord’s failure to relet the Premises after using good faith efforts or Landlord’s failure to collect rent on reletting, shall not affect Tenant’s liability under this Lease. Landlord shall not, in any event, be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Premises in excess of the rent provided in this Lease.

               8.3.2 Institute a distress for rent action and obtain a distress writ under Sections 83.11 through 83.19, Florida Statutes.

               8.3.3 Obtain injunctive and declaratory relief, temporary or permanent, or both, against Tenant or any acts, conduct, or omissions of Tenant, and further to obtain specific performance of any term, covenant, or condition of this Lease;

               8.3.4 After regaining possession of the Premises, remove all or any part of Tenant’s Property from the Premises and any property removed may be stored at the cost of, and for the account of, Tenant, and Landlord shall not be responsible for the care or safekeeping of Tenant’s Property whether in transport, storage, or otherwise, and Tenant waives any and all claims against Landlord for loss, destruction, damage, or injury that may be occasioned by any acts taken by Landlord under this section. Landlord may retain possession of Tenant’s Property until all storage charges and all other amounts owed by Tenant to Landlord under this Default article have been paid in full. Nothing set forth in this section shall limit Landlord’s rights to

enforce any lien or security interest in favor of Landlord against Tenant’s Property or Landlord’s rights under the End of Term article of this Lease; and

               8.3.5 If all or any part of the Premises is then assigned, sublet, transferred, or occupied by someone other than Tenant, Landlord, at its option, may collect directly from the assignee, subtenant, transferee, or occupant all rent becoming due to Tenant by reason of the assignment, sublease, transfer, or occupancy. Any collection directly by Landlord from the assignee, subtenant, transferee, or occupant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease.

          8.4 Acceleration . If Tenant is in default, 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 Miami, Florida branch of the Federal Reserve Bank in effect as of the date of the default). If Landlord exercises its remedy to retake possession of the Premises and collects from Tenant all forms of rent owed for the remainder of the Lease Term, Landlord shall account to Tenant, at the date of the expiration of the Lease Term, for amounts actually collected by Landlord as a result of a reletting, net of the Tenant’s obligations as specified above.

          8.5 Bankruptcy .

               8.5.1 The meaning of “adequate assurance of future performance” as used in the Bankruptcy Code shall include at least the following: (a) the posting of a security deposit in, or increase of the existing Security Deposit by, a sum equal to three months’ installments of Base Rent and additional rent for Operating Costs at the then current rate; (b) that the Tenant, if it is seeking to assume this Lease without assigning it, or the proposed assignee has sufficient financial wherewithal to discharge its obligations under this Lease and the proposed agreement of assignment as determined by Landlord’s criteria for selecting Building Project tenants as of the date of the assumption of this Lease and has a net worth, experience, and reputation that is not less than the net worth, experience, and reputation that Tenant had on the Commencement Date; and (c) that the conditions to Landlord’s consent to a transfer set forth in the Reasonable Consent section of the Assignment or Subletting article of this Lease have all been met. If Tenant receives or is to receive any valuable consideration for an assignment of this Lease, 50% of the consideration, after deducting therefrom (1) the brokerage commissions, if any, and other expenses reasonably incurred by Tenant for the assignment, and (2) any portion of the consideration reasonably designated by the assignee as paid for the purchase of Tenant’s Property, shall be and become the sole and exclusive property of Landlord and shall be paid over to Landlord directly by the assignee. If, under the provisions of the Bankruptcy Code, Tenant assumes this Lease and proposes to assign it to any person or entity whom shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of the proposed assignment setting forth: (i) the name and address of the proposed assignee, (ii) all of the terms and conditions of the proposed assignment, and (iii) the adequate assurance to be provided Landlord to assure the proposed assignee’s future performance under this Lease, shall be given to Landlord by Tenant no later than 20 days after receipt by Tenant, but in any event no later than ten days before the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into the assumption and assignment, and Landlord

shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time before the relocation date of the proposed assignment, to accept an assignment of this Lease on the same terms and conditions and for the same consideration, if any, as the bona fide offer made by the proposed assignee, less any brokerage commission that may be payable out of the consideration to be paid by the assignee for the assignment of this Lease.

               8.5.2 For purposes of the Bankruptcy Code, “adequate protection” of Landlord’s interest in the Premises prior to assumption or assignment of this Lease by Tenant shall include, but not be limited to, the posting of a security deposit in, or increase of the existing Security Deposit by, a sum equal to three months’ installments of Base Rent and additional rent for Operating Costs at the then current rate. Tenant acknowledges that absent full and timely performance of its obligations under this Lease, Landlord’s interest in the Premises and this Lease will not be adequately protected. Consequently, if a proceeding under any chapter of the Bankruptcy Code is instituted by or against Tenant, Tenant shall, at all times subsequent to the filing of the case, be in full and complete compliance with the provisions of Section 365(d)(3) of the Bankruptcy Code. If Tenant fails to comply at all times and in all respects with the provisions of Section 365(d)(3) of the Bankruptcy Code, the failure shall constitute “cause” for modification of the automatic stay of Section 362 of the Bankruptcy Code in order to permit Landlord to pursue whatever state law remedies may be available to it, including eviction.

               8.5.3 All attorneys’ fees incurred by Landlord in connection with any bankruptcy proceedings involving Tenant or incurred by Landlord in connection with any default by Tenant under this Lease shall be deemed an “actual pecuniary loss” that Tenant must pay as a condition to assuming this Lease.

               8.5.4 If a bankruptcy petition is filed by or against Tenant, Tenant shall immediately execute a stipulation or other pleading evidencing consent to a lifting or modification of the automatic stay of Section 362 of the Bankruptcy Code, allowing Landlord to enforce the terms of this Lease.

               8.5.5 When, under the Bankruptcy Code, any trustee or debtor in possession is obligated to pay reasonable use and occupancy charges for the use of all or part of the Premises, the charges shall be not less than the Base Rent and additional rent payable under this Lease as of that date.

               8.5.6 If a proceeding under any chapter of the Bankruptcy Code is instituted by or against Tenant, Tenant shall not seek an extension of time within which it must assume or reject this Lease under Section 365(d)(4) of the Bankruptcy Code, and Tenant irrevocably waives and relinquishes any right it may have to seek an extension to the fullest extent permitted by applicable law. Failure of Tenant to assume this Lease within the 60-day time period provided in Section 365(d)(4) of the Bankruptcy Code, without extension of that time period, shall conclusively and irrevocably constitute the Tenant’s rejection of this Lease and waiver of any rights of Tenant to assume or assign this Lease.

               8.5.7 “ Prompt cure ” of any existing defaults for purposes of assuming this Lease in any case under the Bankruptcy Code, includes, but not by way of limitation: (a) in the case of Monetary Defaults, the payment of not less than three months’ rent delinquencies,

and all other payments and charges whatsoever, on the date of assumption, and not less than three additional months’ delinquencies in each succeeding month until all Monetary Defaults have been cured; provided however, that in no event shall the period of cure exceed three months from the date of assumption; (b) in the case of Nonmonetary Defaults, any default that can be cured by a single act, circumstance, or event, shall be cured no later than the date of assumption. To the extent any Nonmonetary Default requires a series of acts, circumstances, or events, the default shall be cured within 30 days of the date of assumption of this Lease, unless the default cannot, in good faith, be completely remedied during the 30 day period, in which event Tenant shall have a reasonable amount of time to cure the default.

               8.5.8 Rejection of this Lease by Tenant under the Bankruptcy Code shall constitute a substantial default and breach of this Lease by Tenant. Upon the occurrence of any event such material default by Tenant, Landlord may terminate this Lease by written notice to Tenant.

          8.6 Landlord’s Right to Perform . If Tenant is in default, Landlord may 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 five days of rendition of a bill or statement to Tenant therefor. Any exercise by Landlord of its rights under this section or under any other reservation of a right by Landlord to enter upon the Premises and to make or perform any repairs, Alterations, or other work in the Premises, which, in the first instance, is the Tenant’s obligation under this Lease, shall not be deemed to: (a) impose any obligation on Landlord to do so; (b) render Landlord liable to Tenant or any third party for the failure to do so; or (c) relieve Tenant from any obligation to indemnify Landlord as otherwise provided elsewhere in this Lease, This section shall survive the expiration or sooner termination of this Lease.

          8.7 Jurisdiction and Venue . Any legal action or proceeding arising out of or in any way connected with this Lease shall be instituted in a court (federal or state) located in Broward County, Florida, which shall be the exclusive jurisdiction and venue for litigation concerning this Lease. Landlord and Tenant shall be subject to the jurisdiction of those courts in any legal action or proceeding. In addition, Landlord and Tenant waive any objection that they may now or hereafter have to the laying of venue of any action or proceeding in those courts, and further waives the right to plead or claim that any action or proceeding brought in any of those courts has been brought in an inconvenient forum. This provision shall not be construed as a waiver of service of process in any action or proceeding.

          8.8 Remedies Cumulative . The remedies provided in this Lease or presently or hereafter existing at law or in equity shall be cumulative and concurrent, and may be exercised as often as occasion therefor shall occur. No single or partial exercise by Landlord of any remedy shall preclude any other or further exercise of that remedy or of any other remedy.

          8.9 Multiple Defaults . 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 Project, 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.

          8.10 Late Charges . 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 payment; or (b) $250.

          8.11 Interest . 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 Maximum Rate, accruing from the date the obligation arose through the date payment is actually received by Landlord.

          8.12 Bad Checks . If any check given to Landlord for any payment under this Lease is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other remedies available to Landlord, at Landlord’s option, all future payments from Tenant shall be made by cashier’s check drawn on a bank located in the county where the Premises are located or by Federal Reserve wire transfer to Landlord’s account.

          8.13 Limitation of Remedies; Exculpation . Tenant waives all remedies for defaults by Landlord and all claims under any indemnities granted by Landlord under this Lease based on loss of business or profits or for other consequential damages or for punitive or special damages of any kind or, except as specifically provided in this Lease, to terminate this Lease. None of Landlord’s officers, employees, agents, directors, shareholders, partners, or affiliates shall ever have any personal liability to Tenant under this Lease, Tenant shall look solely to Landlord’s estate and interest in the Building Project for the satisfaction of any right or remedy of Tenant under this Lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord, and no other property or assets of Landlord or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant’s rights or remedies under this Lease, the relationship of Landlord and Tenant under this Lease, Tenant’s use and occupancy of the Premises, or any other liability of Landlord to Tenant of whatever kind or nature, No act or omission of Landlord or its agents shall constitute an actual or constructive eviction of Tenant unless Landlord shall have first received notice of Tenant’s claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no event shall be less than 30 days.

          8.14 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. The grace periods set forth in this article shall not apply to the application of this presumption. In the event of an abandonment, Landlord shall have the right to immediately retake possession of the Premises without legal process.

          8.15 Landlord’s 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 cure the default within the time reasonably necessary to do so, and if Landlord’s failure materially affects Tenant’s use and occupancy of the Premises. Notwithstanding anything contained in this Lease to the contrary, Landlord’s mortgagee shall have a reasonable right, but not an obligation, to cure any defaults by Landlord. Tenant shall have no remedies as to any default by Landlord under this Lease until the expiration of a cure period in favor of Landlord’s mortgagee equal to a reasonable period of time following the expiration of the Landlord’s cure period as provided above.

     9.  ALTERATIONS .

          9.1 Consent Required . Tenant shall make no Alterations without the prior written consent of Landlord, which consent may be arbitrarily withheld. However, Landlord will not unreasonably withhold or delay consent to nonstructural interior Alterations, provided that they do not affect utility services or plumbing and electrical lines or other systems of the Building Project, are not visible from outside the Premises, and do not require other alterations, additions, or improvements to portions of the Building 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. All Alterations performed by or on behalf of Tenant shall comply with Landlord’s standards, guidelines, and procedures for construction in the Building Project.

               9.2.3 All Alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, and regulations of governmental authorities having jurisdiction, including the ADA and all laws dealing with the abatement, storage, transportation, and disposal of asbestos or other hazardous materials, which work, if required, shall be effected by contractors and consultants approved by Landlord and in strict compliance with all applicable 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. 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. All contractors shall obtain a payment and performance bond in form complying with Section 713.23, Florida Statutes and deliver a copy of the bond to Landlord before commencement of any Alterations.

               9.2.5 Before the commencement of any work by or for Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of builder’s risk, comprehensive general liability, and workers’ compensation insurance complying with the requirements of the Insurance article of this Lease.

               9.2.6 All work to be performed by Tenant shall be done in a manner that will not unreasonably interfere with or disturb other tenants and occupants of the Building Project. 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 Project. 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 Project shall be done after Normal Business Hours.

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

               9.2.8 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 Project, including hours of work, parking, and use of the construction elevator.

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

               9.2.10 After the initial Tenant Improvements, Landlord, or its agent or contractor, may supervise the performance of any Alterations, and, if so, Tenant shall pay to Landlord an amount equal to 7.5% of the cost 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.

     10.  LIENS . The interest of Landlord in the Premises shall not be subject in any way to any liens, including construction liens, for improvements to or other work performed in the Premises by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the present estate, reversion, or other estate of Landlord (or the interest of any ground lessor) in the Premises or in the Building Project and all mechanics, materialmen, contractors, artisans, and other parties contracting with Tenant or its representatives or privies as to the Premises or any part of the Premises are charged with notice that they must look to the Tenant to secure payment of any bill for work done or material furnished or for any

other purpose during the Lease Term. These provisions are made with express reference to Section 713.10, Florida Statutes. Notwithstanding these provisions, Tenant, at its expense, shall cause any lien filed against the Premises or the Building Project for work or materials claimed to have been furnished to Tenant to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within ten days after notice to Tenant. Further, Tenant agrees to indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys’ fees, incurred by Landlord as a result of any liens or other claims arising out of or related to work performed in the Premises by or on behalf of Tenant. Tenant shall notify every contractor making improvements to the Premises that the interest of the Landlord in the Premises shall not be subject to liens for improvements to or other work performed in the Premises by or on behalf of Tenant. Tenant shall execute, acknowledge, and deliver without charge a short form of lease or notice in recordable form containing a confirmation that the interest of Landlord in the Premises and the Building Project shall not be subject to liens for improvements or other work performed in the Premises by or on behalf of Tenant. If a short form of lease or notice is executed, it shall expressly provide that it shall be of no further force or effect after the last day of the Lease Term or on the filing by Landlord of an affidavit that the Lease Term has expired or this Lease has been terminated or that the Tenant’s right to possession of the Premises has been terminated.

     11.  ACCESS TO PREMISES .

          11.1 Right of Entry . Landlord and persons authorized by Landlord may enter the Premises at any time without notice to Tenant in the event of an Emergency or to provide routine janitorial services. Landlord and persons authorized by Landlord shall also have the right to enter the Premises at all reasonable times and on reasonable advance oral or written notice for the purposes of making repairs, replacements, and improvements that may be Landlord’s obligation under this Lease or that Landlord deems necessary for the safety, protection, or preservation of the Building Project or when entry will facilitate repairs, alterations, or additions to the Building Project. If reasonably necessary for the protection and safety of Tenant, Landlord may temporarily close the Premises to perform repairs, alterations, or additions to the Building Project, provided that Landlord shall use reasonable efforts to perform all work after Normal Business Hours. Landlord and persons authorized by Landlord shall also have the right to enter the Premises at all reasonable times and on reasonable advance oral or written notice to inspect the Premises and conduct such tests and investigations (including a Phase I Indoor Air Quality audit) to evaluate the indoor air quality in the Premises or the Building, or both. In exercising its right of entry under this article, Landlord shall use commercially reasonable, good faith efforts to (a) minimize any interference with the conduct of Tenant’s business and Tenant’s use and enjoyment of the Premises, (b) prevent breaches in security, (c) avoid damage to the Premises or the equipment, fixtures, or personal property of Tenant in the Premises, and (d) respect the integrity of the “clean-room” by coordinating any required entry with Tenant for scheduled maintenance.

          11.2 Landlord Transfers . Landlord may exhibit the Premises to prospective purchasers or mortgagees of Landlord’s interest in the Premises during Normal Business Hours after reasonable advance oral or written notice. During the last six months of the Lease Term, Landlord or its agents may exhibit the Premises to prospective tenants during Normal Business Hours after reasonable advance oral or written notice.

     12.  SECURITY INTEREST IN PERSONAL PROPERTY; SECURITY AGREEMENT . Tenant grants and creates a lien and security interest in favor of Landlord in and to all of the following personal property of Tenant (the “Personal Property”): all furnitu