STANDARD OFFICE LEASE

Exhibit 10.19

S TANDARD O FFICE L EASE

841 PRUDENTIAL DRIVE

 

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INDEX TO

STANDARD OFFICE LEASE

 

EXHIBIT(S)

 

 

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B ASIC L EASE I NFORMATION R IDER

S TANDARD O FFICE L EASE

 

 

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IN WITNESS WHEREOF , Landlord and Tenant have signed this BLI Rider as of this 4 ^th day of December, 2006.

 

		WITNESSES:				TENANT:
/s/ Timothy A. Crass						MSC - MEDICAL SERVICES COMPANY,
Print Name:		Timothy A. Crass				a Florida corporation
/s/ Kevin M. Bass						/s/ Joseph P. Delaney
Print Name:		Kevin M. Bass				By:		Joseph P. Delaney
(As to Tenant)						Its:		President, CEO
WITNESSES:						LANDLORD
						SOUTH SHORE GROUP PARTNERS
/s/ Jimmie Nettles						GROUP, LLC,
Print Name:		Jimmie Nettles				a Delaware limited liability company
						/s/ Harold R. Dodt
/s/ Shelley A. Dodt						By:		Harold R. Dodt
Print Name:		Shelley A. Dodt				Its:		VP
(As to Landlord)

 

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STANDARD OFFICE LEASE

THIS LEASE (“Lease”) is made as of the 4 ^th day of December, 2006 by and between SOUTH SHORE GROUP PARTNERS, LLC, a Delaware limited liability company (“Landlord”) and MSC - MEDICAL SERVICES COMPANY , a Florida corporation (“Tenant”).

W I T N E S S E T H:

1. PREMISES; COMMON AREAS. Landlord leases to Tenant and Tenant leases from Landlord the Premises described in the Basic Lease Information Rider (the “BLI Rider”) attached to the front of this Lease and incorporated into this Lease by this reference, and as more particularly shown on the floor plan attached hereto as Exhibit “A” and by this reference incorporated herein (“Premises”). The parties hereby agree that the Premises contain the Rentable Area set forth in the BLI Rider in accordance with the methods of calculating areas and volumes of buildings, as promulgated by BOMA standards. Landlord and Tenant acknowledge and accept the square footage as set forth in the Lease and neither Landlord nor Tenant shall have the right to demand remeasurement or recalculation of the Rentable Square Feet amounts within the Building or the Premises. In addition to the Premises, Tenant has the right to use, in common with others, the lobby, public entrances, public stairways, public areas, restrooms and public elevators of the Building (the “Common Areas”). The Common Areas serving the Building, will at all times be subject to Landlord’s exclusive control and management in accordance with the terms and provisions of this Lease. The Premises and the building within which the Premises are located (the “Building”) are located on a tract of land, which includes Common Areas. The Building including the Common Areas and the underlying land shall hereinafter be referred to as the “Project.”

2. LEASE TERM, LEASE DATE; TERMINATION OPTION

A. Lease Term: Lease Date. The lease term (“Lease Term”) is for the period of time set forth in the BLI Rider, commencing on the Lease commencement date set forth in the BLI Rider (“Commencement Date”) and ending on the Lease expiration date set forth in the BLI Rider (“Expiration Date”). Tenant’s obligation to pay all rent, including Base Rent, Overhead Rent and Additional Rent, as such terms are hereinafter defined, will commence on the Commencement Date.

B. Termination Option, Eighth Floor During Calendar Year 2007 In Accordance With the Terms of this Section 2B. Tenant shall have the option to terminate this Lease as to the eighth (8 ^th ) floor only during the calendar year 2007. In the event Tenant elects to exercise this option, Tenant shall provide Landlord with not less than thirty (30) days written notice of its intent to terminate the Lease as to the eighth (8 ^th ) floor (the “Termination Notice”). The Termination Notice must be delivered prior to November 30, 2007. Upon exercising this Termination Option, Tenant shall vacate and surrender the eighth (8 ^th ) floor in its entirety not sooner than thirty (30) days after delivering the Termination Notice. Tenant shall surrender possession in accordance with Section 31 of the Lease. Upon timely exercising this Termination Option and timely surrendering possession of the eighth (8 ^th ) floor in accordance with this Section, the Lease shall terminate as to the eighth (8 ^th ) floor only effective the date Tenant surrenders possession and the parties shall enter into a written amendment to the Lease adjusting tenant’s Rent obligations accordingly. Tenant shall be obligated to pay Rent for the eighth (8 ^th ) floor up through the date of surrender, including Operating Costs reconciliations as set forth below.

C. Termination Option, Eighth Floor During Calendar Year 2008 In Accordance With the Terms of this Section 2C. Tenant shall have the option to terminate this Lease as to the eighth (8 ^th ) floor only during the calendar year 2008. In the event Tenant elects to exercise this option, Tenant shall provide Landlord with not less than thirty (30) days written notice of its intent to terminate the Lease as to the eighth (8 ^th ) floor (the “Termination Notice”) along with a termination penalty in the amount equal to two years Base Rent for the eighth (8 ^th ) floor (the “Termination Penalty”). The Termination Notice must be delivered prior to November 30, 2008. Upon exercising this Termination Option, Tenant shall vacate and surrender the eighth (8 ^th ) floor in its entirety not sooner than thirty (30) days after delivering the Termination Notice and Termination Penalty. Tenant shall surrender possession in accordance with Section 31 of the Lease. Upon timely exercising this Termination Option, timely payment of the Termination Penalty and timely surrendering possession of the eighth (8 ^th ) floor in accordance with this Section, the Lease shall terminate as to the eighth (8 ^th ) floor only effective the date Tenant surrenders possession and the parties shall enter into a written amendment to the Lease adjusting tenant’s Rent obligations accordingly. Tenant shall be obligated to pay Rent for the eighth (8 ^th ) floor up through the date of surrender, including Operating Costs reconciliations as set forth below.

D . Termination Option, Basement and 20 ^th Floor Storage Space. Tenant shall have the option to terminate this Lease as to the Basement and/or 20 ^th Floor Storage Space upon thirty days prior written notice to Landlord. Upon Landlord’s receipt of said termination notice the Lease shall terminate as to the Basement and/or 20 ^th Floor Storage Space identified in the termination notice effective the date Tenant surrenders possession and the parties shall enter into a written amendment to the

 

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Lease adjusting the Rent obligations accordingly. Tenant shall be obligated to pay Rent for the surrendered space up through the date of surrender.

E. Commencement Date. . In the event Tenant is unable to occupy the Premises by May 1, 2007 as a result of a Landlord Delay, Tenant shall receive $1,233.33 per day if such delay occurs for less than the first ten (10) days of any month. If such delay occurs for more than the first ten (10) of any month, Tenant shall receive the full monthly payment of $37,000.00 for the entire month. A Landlord Delay is defined as a delay due to matters within the functional control of Landlord (including prior Tenant’s failure to timely vacate 7 ^th and/or 8 ^th floor) and shall not include matters such as acts of god, strikes, weather or a Tenant Delay. Tenant Delays are defined as each day of delay in the performance of the Work that occurs (a) because of Tenant’s failure to timely deliver or approve any required documentation such as the Space Plan or Working Drawings, (b) because Tenant fails to timely furnish any information or deliver or approve any required documents such as the Space Plan, Working Drawings (whether preliminary, interim revisions or final), pricing estimates, construction bids, and the like, to the extent these items are the responsibility of the Tenant, (c) because of any material change by Tenant to the Space Plan or Working Drawings subsequent to initial submission and approval of same, (d) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respective employees or representatives, as may reasonably be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of any construction documents, such as the Space Plan, Working Drawings, or in connection with the performance of the Work (after Tenant has been given reasonable notice of such meeting) , or (e) because a Tenant Party otherwise delays completion of the Work.

3. RENT

A. Base Rent . During the Lease Term, Tenant will pay as the base rent for the Premises (“Base Rent”) the amounts set forth in the BLI Rider, with same being payable without demand, offset or deduction, in advance, on or before the first day of each month, in equal monthly installments of the amounts set forth in the BLI Rider plus applicable sales and other such taxes as are now or later enacted. Notwithstanding anything to the contrary in the BLI Rider, however, Landlord and Tenant agree to the following terms:

(1) Base Rent and Tenant’s Proportionate Share of Operating Expenses (defined below) shall be conditionally abated for the Premises during the first ten (10) months of the Term. Commencing with the eleventh (11th) month of the Term, Tenant shall make Base Rent payments as otherwise provided in the Lease for the Premises.

(2) Notwithstanding such abatement of Rent any increases in Base Rent set forth in the Lease shall occur on the dates scheduled therefor. The abatement of Base Rent bargained for is conditioned upon Tenant’s full and timely performance of all of its obligations under the Lease. If at any time during the Term an Event of a Monetary Default by Tenant occurs which has not been cured within five (5) business days following receipt of written notice thereof, then the abatement of Base Rent provided for shall immediately become void, and Tenant shall promptly pay to Landlord, in addition to all other amounts due to Landlord under this Lease, the full amount of all Base Rent herein abated.

B. Operating Costs .

(1) Subject to the provisions of this Lease, if Operating Costs (defined below) for the Project for any calendar year increase over the Base Year Operating Costs, Tenant shall pay to Landlord, pursuant to this Section 3.B, as additional rent, an amount equal to Tenant’s Proportionate Share (defined below)of any increase, plus all applicable Sales Tax thereon.

(2) “ Outside Common Area ” refers to all those areas within the Project that are not within any building or not part of any building or its foundation, and including within the definition of building all outside stair entries, equipment rooms and equipment shelters used in common by tenants of that building. The Outside Common Area shall include, but not be limited to, landscaped areas, planters, walkways, parking and driveway areas and the surfaces thereof, grass areas, drainage devices, monument signs, bicycle racks and flagpoles, if any. All tenants and their invitees shall have the non-exclusive right to the use and enjoyment of the public portions of the Outside Common Area in conjunction with other owners, tenants and their invitees within the Project, subject to the rules and regulations of Landlord and any covenants, conditions and restrictions currently or hereinafter recorded against the Land.

(3) “ Tenant’s Proportionate Share ” of Operating Costs is, subject to the provisions of this Section 3, the percentage number described in Item Section 9 of the Basic Lease Provisions BLI Rider. Tenant’s Proportionate Share represents a fraction, the numerator of which is the number of square feet of rentable area in the Premises specified in Item Section 2 of the Basic Lease Provisions BLI Rider, and the denominator of which is the number of square feet of rentable area in the

 

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Project, as reasonably determined by Landlord which shall not be less than 515,015 square feet. Tenant’s Proportionate Share of Operating Costs shall be deemed “Additional Rent” pursuant to the Lease.

(4) Base Operating Costs means Operating Costs for the base year as described in Section 8 of the BLI Rider.

(5) “ Operating Costs ” means all costs, expenses and obligations incurred or payable by Landlord because of or in connection with the operation, ownership, repair, replacement, restoration, management or maintenance of the Project, including but not limited to the Outside Common Area, during or allocable to any Expense Year during the term of this Lease, all as determined by sound accounting principles generally consistent with the practice of institutional office project owners consistently applied, including without limitation the following:

(6) The cost of all utilities (including taxes and other charges incurred in connection therewith), fuel, supplies, equipment, tools, materials, service contracts, janitorial services, waste and refuse disposal, gardening and landscaping, and insurance (with the nature and extent of such insurance to be carried by Landlord to be determined by Landlord in its sole and absolute discretion); compensation and other fringe benefits of all persons (including independent contractors) who perform services connected with the operation, maintenance or repair of the Project, personal property taxes on and maintenance and repair of equipment and other personal property used in connection with the operation, maintenance or repair of the Project, costs incurred for administration and management of the Project, whether by Landlord or by an independent contractor, and other management office operational expenses (including, without limitation, a management fee), rental expenses for or a reasonable allowance for depreciation of, personal property used in the operation, maintenance or repair of the Project, license, permit and inspection fees (except for such fees related to Tenant Improvements); and all inspections, activities, alterations and improvements or other matters required by any governmental or quasi-governmental authority or by applicable law, for any reason (except for Tenant Improvements), including, without limitation, capital improvements, whether capitalized or not; all capital improvements made to the Project or any portion thereof by Landlord (A) of a personal property nature and related to the operation, repair, maintenance or replacement of systems, facilities, equipment or components of, or which service the Project or portions thereof, (B) required or provided in connection with any law, ordinance, rule, regulation, or insurance requirement enacted or enforced after the date of this Lease, (C) which are designed to improve the operating efficiency of the Project, or (D) determined by Landlord to be required to keep pace or be consistent with safety or health advances or improvements not commonly incorporated in office projects at the time of initial construction of the Project [with such capital costs to be amortized over such periods as Landlord shall determine (but which shall be generally consistent with the practices of institutional office project owners) with a return on capital at such rate as would have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements]; the cost of air conditioning, heating, ventilating, plumbing, sign, electrical, mechanical and elevator maintenance and repair, and common area repair, resurfacing, replacement operation and maintenance; security services, if any, deemed appropriate by Landlord, and any other cost or expense incurred or payable by Landlord in connection with the operation, ownership, repair, replacement, restoration, management or maintenance of the Project.

(7) Operating Costs shall not include any costs described on Exhibit “G” attached hereto (the “Excluded Operating costs”).

(8) In the event Landlord furnishes any utility or service which is included in Operating Costs to less than ninety-five percent (95%) of the rentable area of the Property because (i) the average occupancy of the Property for the year in question was not equal to or greater than ninety-five percent (95%), (ii) such utility or service is not required by or provided to one or more of the tenants of the Property, or (iii) any tenant occupant is itself obtaining or providing any such utility or services, then Operating Costs for such year shall be adjusted to include all additional costs, expenses and disbursements that Landlord reasonably determines would have been incurred if Landlord had provided such utilities and services to all tenants of the Property, and shall be allocated among the tenants by the Landlord to reflect those costs which would have occurred had the Property been ninety-five percent (95%) occupied during the year in question and such utilities and services provided to all tenants. The intent of this section is to ensure that the reimbursement of Operating Costs is fairly and equitably allocated among the tenants receiving the utilities and services in question.

(9) Prior to the commencement of (and from time to time during) each calendar year of the term following the Commencement Date, Landlord shall give to Tenant written estimates of Tenant’s Proportionate Share of the projected excess, if any, of the Operating Costs for the Project for such calendar year over the Base Operating Costs. Commencing with the first day of the calendar month following the month in which such estimate was delivered to Tenant, Tenant shall pay such estimated amounts (less amounts, if any, previously paid toward such excess for such year) to Landlord in equal monthly installments over the remainder of such calendar year, in advance on the first day of each month during such year (or remaining months, if less than all of the year remains). Subject to

 

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the provisions of this Lease, Landlord shall endeavor to furnish to Tenant within one hundred twenty (120) days after the end of each calendar year, a statement (“Reconciliation Statement”) indicating in reasonable detail the Operating Costs for such period, and the parties shall, within thirty (30) days thereafter, make any payment or allowance necessary to adjust Tenant’s estimated payments to Tenant’s actual share thereof as indicated by such annual Reconciliation Statement. Any payment due Landlord shall be payable by Tenant within ten (10) days of written demand from Landlord. Any amount due Tenant shall be credited against installments next becoming due under this Section 3.9.

(10) Tenant shall pay ten (10) days before delinquency all taxes and assessments levied against any personal property or trade fixtures of Tenant in or about the Premises. If any such taxes or assessments are levied against Landlord or Landlord’s property or if the assessed value of the Project is increased by the inclusion therein of a value placed upon such personal property or trade fixtures, Tenant shall, within ten (10) days of demand, reimburse Landlord for the taxes and assessments so levied against Landlord, or any such taxes, levies and assessments resulting from such increase in assessed value.

(11) Any delay or failure of Landlord in (i) delivering any estimate or statement described in this Section 3, or (ii) computing or billing Tenant’s Proportionate Share of excess Operating Costs shall not constitute a waiver of its right to subsequently deliver such estimate or statement, require any increase in Rent contemplated by this Section 3, or in any way waive or impair the continuing obligations of Tenant under this Section 3. Without limiting the generality of the foregoing, Landlord may at any time during the term hereof recalculate and correct the amount of Tenant’s Proportionate Share of excess Operating Costs applicable to any Expense Year during the term, and Tenant shall pay any amount so recalculated or corrected within ten (10) days of written demand by Landlord. Subject to the provisions of this Section 3, provided that Tenant is not then in default hereunder, Tenant shall have the right, for a period of sixty (60) days following the delivery of such Reconciliation Statement (or any statement recalculating or revising the same), after reasonable notice to Landlord and at reasonable times, to inspect Landlord’s accounting records for the Expense Year covered by such Reconciliation Statement at the accounting office of Landlord’s management company. If after such inspection, Tenant disputes any additional rental indicated on such Reconciliation Statement, and upon Tenant’s written request therefor, a certification as to the proper amount of Operating Costs for such Expense Year and the amount due to or payable by Tenant with respect thereto shall be made by an independent certified public accountant selected by Landlord. Such certification shall be final and conclusive as to all issues relating to Operating Costs in dispute between the parties. Tenant agrees to pay the cost of such certification and the investigation with respect thereto unless it is determined that the Operating Costs stated in such Reconciliation Statement were overstated in Landlord’s favor by five percent (5%) or more, in which case, Landlord shall pay the cost of same. Tenant waives the right to dispute or contest, and shall have no right to dispute or contest, any matter relating to the calculation of Operating Costs or other forms of Rent under this Section 3 (and waives the right to inspect Landlord’s records with respect thereto) with respect to each Expense Year for which a Reconciliation Statement is given to Tenant if no claim or dispute with respect thereto is asserted by Tenant in writing to Landlord within ninety (90) days of delivery to Tenant of the original or most recent Reconciliation Statement with respect thereto.

(12) Subject to the provisions of this Section 3, the rights and obligations of Landlord and Tenant with respect to payments to be made hereunder, in regard to Operating Costs incurred or allocable to periods prior to the expiration or sooner termination of this Lease, shall survive such expiration or termination.

C. Real Estate Taxes.

(1) Subject to the provisions of this Lease, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate Share of Real Estate Taxes, plus all applicable Sales Tax thereon. Landlord shall estimate and administer Tenant’s payment of Real Estate Taxes in the same manner as Operating Costs provided in Section 3.

(2) All real property taxes, assessments, license fees, excises, levies, charges or impositions and other similar governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer, and all taxes, charges, assessments or similar impositions imposed in lieu or in substitution (partially or totally) of the same (collectively, “Real Estate Taxes”). “Real Estate Taxes” shall also include all taxes, assessments, license fees, excises, levies, charges or similar impositions (A) on any interest of Landlord, any mortgagee of Landlord in the Project, the Premises or in this Lease, or on the occupancy or use of space in the Project or the Premises; (B) on the gross or net rentals or income from the Project, the Rent received hereunder, or on Landlord’s “right” or “rights” to any of the foregoing or on Landlord’s business of leasing the Premises, the Building or the Project, including, without limitation, any gross income tax, excise tax, Sales Tax or gross receipts tax levied by any federal, state or local governmental entity with respect to the receipt of Rent or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of

 

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the Project or portions thereof; (C) measured by the gross square footage of the Project, the Premises, or any portion thereof, or by the number of actual, estimated or potential occupants of the Project, the number of vehicular trips generated by or associated with the Project, or the number of parking spaces contained within the Project, or for any transportation, arts, housing or environmental plan, fund or system instituted within or for any geographic area in which the Building is located, or any similar measure; (D) on the transfer of or the transaction represented by this Lease or any lease of space in the Project or on any document creating or transferring an interest in this Lease; (E) on the construction, removal or alteration of improvements in the Project; (F) pursuant to any governmental or private assessment or agreement for the provision of amenities, services or rights of use, whether or not exclusive, public, quasi-public, private or otherwise made available on a shared use basis, including amenities, services or rights of use such as fire protection, police protection, street, sidewalk, lighting, sewer or road maintenance, refuse removal or janitorial services or for any other service, without regard to whether such services were formerly provided by governmental or quasi-governmental agencies to property owners or occupants at no cost or at minimal cost; (G) on any fixtures, machinery, equipment, systems, furniture and other personal property used in connection with the Project; (H) any possessory taxes charged or levied in lieu of real estate taxes; or (I) related to any transportation plan, fund or system instituted within the geographic area of the Project or otherwise applicable to the Premises, the Project or any portion thereof. Real Estate Taxes shall not include taxes on Landlord’s net income including state, corporate or franchise taxes or any inheritance, estate, or gift taxes, unless the same are charged or levied in lieu of real estate taxes.

D. Computation of Operating Costs/Dispute. For a period of sixty (60) days after receipt of the Reconciliation Statement, Tenant shall have the right, upon advance notice, to visit Landlord’s office in the Building during Business Hours, as hereinafter defined, to inspect its books and records concerning the Operating Costs. Tenant hereby agrees that the Operating Costs from time to time computed by Landlord shall be final and binding for all purposes of this Lease unless, within sixty (60) days after Landlord provides Tenant with written notice of the amount thereof Tenant provides Landlord with written notice (i) disputing the mathematical accuracy of such amount (the “Disputed Amount”), (ii) designating a Florida licensed accounting firm at Tenant’s sole cost and expense, to review the mathematical accuracy of the Disputed Amount with Landlord and/or its designated representatives, and (iii) agreeing to be bound by all of the following requirements:

(1) No audit shall be conducted at any time if Tenant is in default of any of the terms of the Lease unless such default is cured.

(2) The audit shall be solely for the year, which is the subject of the dispute.

(3) Any audit of Landlord’s books and records pertaining to the calculation of Operating Costs for any calendar year within Lease Term shall be audited only by Tenant or its representatives at Landlord’s office where Operating Costs records are kept, at Tenant’s expense, at any time within ninety (90) days after Landlord’s reconciliation statement is delivered to Tenant for such calendar year; provided that Tenant shall give Landlord not less than thirty (30) days prior written notice of any such audit and sign a confidential non-disclosure agreement prior to the audit. If Landlord’s calculations of Tenant’s Additional Rent for the audited calendar year is demonstrated to reflect a mathematical error in excess of five (5%) percent of the amount actually due from Tenant, then Tenant shall be entitled to a prompt refund of any overpayment and reimbursement of any accounting fees or Tenant shall promptly pay to Landlord the amount of any underpayment, as the case may be.

(4) No audit shall be conducted whereby the auditor is paid on a contingency or other incentive basis.

(5) Tenant shall deliver to Landlord a copy of the results of such audit within thirty (30) days of its receipt by Tenant. No such audit shall be conducted if any other tenant has conducted an audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of the results of such audit.

(6) No subtenant or assignee shall conduct an audit for any period during which such subtenant or assignee is not in possession of the premises.

(7) Tenant understands and agrees that this provision is of material importance to the Landlord and that any violation of the terms of this provision shall result in immediate and irreparable harm to the Landlord.

(8) The obligations within this Section 3.D shall survive the expiration or earlier termination of this Lease.

E. Late Charge . Tenant covenants and agrees to pay a late charge in the amount of One Hundred Fifty and 00/100 ($150.00) Dollars for any payment of Rent not received by Landlord on or

 

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before the date when same is due following the grace period provided in Section 23.B, of this Lease. Tenant shall also pay Landlord interest at a rate equal to eighteen (18%) percent per annum accruing after the grace period on any Rent(s) outstanding. Tenant shall pay Landlord any such late charge(s) or interest within five (5) days after Landlord notifies Tenant in writing of same.

F. Definition of Rent . The term Rent shall refer collectively to Base Rent, Tenant’s Proportionate Share of Operating Costs and Real Estate Taxes and Additional Rent. The term “Additional Rent” is sometimes used herein to refer to any and all other sums payable by Tenant hereunder, including, but not limited to, visitor parking charges and sums payable on account of default by Tenant. All Rent shall be paid by Tenant without offset, demand or other credit, and shall be payable only in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. All sums payable by Tenant hereunder by check shall be obtained against a financial institution located in the United States of America. The Rent shall be paid by Tenant at the Building management office located in the Building or elsewhere as designated by Landlord in writing to Tenant. Any Rent payable for a portion of a month shall be prorated based upon the number of days in the applicable calendar month.

G. Rent Taxes. In addition to Base Rent and Tenant’s Proportionate Share of Operating Costs and Additional Rent, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on Rent and any other similar charges now existing or hereafter imposed, based upon the privilege of leasing the space leased hereunder or based upon the amount of rent collected therefor.

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

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

4. SECURITY DEPOSIT

N/A

5. USE

A. General . Tenant will use and occupy the Premises solely for the operation of the business set forth in the BLI Rider and for no other use whatsoever. Tenant acknowledges that its type of business, as above specified, is a material consideration for Landlord’s execution of this Lease. Tenant will not commit waste upon the Premises nor suffer or permit the Premises or any part of them to be used in any manner, or suffer or permit anything to be done in or brought into or kept in the Premises or the Building, which would: (i) violate any law or requirement of public authorities, (ii) cause injury to the Building or any part thereof, (iii) intentionally annoy or offend other tenants or their patrons or interfere with the normal operations of HVAC, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein, (iv) intentionally constitute a public or private nuisance, or (v) alter the appearance of the exterior of the Building or of any portion of the interior other than the Premises pursuant to the provisions of this Lease. Tenant agrees and acknowledges that Tenant shall be responsible for obtaining any special amendments to the Certificate of Occupancy for the Premises and/or the Building and any other governmental permits, authorizations or consents required solely on account of Tenant’s use of the Premises.

B. Prohibited Uses . Notwithstanding anything to the contrary in this Lease or the BLI Rider, including but not limited to, the “Use of Premises” Section of the BLI Rider, Tenant hereby represents, warrants and agrees that Tenant’s business is not and shall not be, and that Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, (i) for the business

 

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of photographic, multilith or multigraph reproductions or offset printing; (ii) for a retail banking, trust company, depository, guarantee or safe deposit business open to the general public, (iii) as a savings bank, a savings and loan company open to the general public, (iv) for the sale to the general public of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (v) as a stock broker’s or dealer’s office or for the underwriting or sale of securities open to the general public, (vi) except in connection with an employee lounge, as a restaurant or bar or for the sale of confectionery, soda, beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency (except in connection with Tenant’s staffing agency contractor’s duties), labor union office, surgeon’s, outpatient, abortion clinic or dentist’s office, dance or music studio, school (except for the training of employees of Tenant), (ix) as a barber shop or beauty salon, or (x) for the business of (a) operating a shared office facility, that is, a business which subleases space and/or offers centralized services to subtenants or customers on a shared basis, such as secretarial, receptionist, telephone, etc., or (b) for a fee to persons inside or outside of the Building, providing as a service word processing, secretarial, video conferencing, conference services, telephone answering, receptionist or mail receipt services. Nothing in this Section 5.B., shall preclude Tenant from using any part of the Premises for photographic, multilith or multigraph reproductions to the extent that such uses are incidental to Tenant’s own business or activities.

6. ACCEPTANCE OF PREMISES; LANDLORD’S WORK AND REPRESENTATIONS

A. Improvements, if any, to be made to the Premises by Tenant shall be made in accordance with a Work Letter to be agreed upon between Landlord and Tenant. Leasehold improvements (as distinguished from trade fixtures and apparatus) installed in the Premises at any time, whether by or on behalf of Tenant or by or on behalf of Landlord, shall not be removed from the Premises at any time, unless such removal is consented to in advance by Landlord; and at the expiration of this Lease (either on the Termination Date or upon such earlier termination as provided in this Lease), all such leasehold improvements shall be deemed to be part of the Premises, shall not be removed by Tenant when it vacates the Premises, and title thereto shall vest solely in Landlord without payment of any nature to Tenant. All trade fixtures and apparatus (as distinguished from leasehold improvements) owned by Tenant and installed in the Premises shall remain the property of Tenant and shall be removable at any time, including upon the expiration of the Term; provided Tenant shall not at such time be in default of any terms or covenants of this Lease, and provided further, that Tenant shall repair any damage to the Premises caused by the removal of said trade fixtures and apparatus and shall restore the Premises to substantially the same condition as existed prior to the installation of said trade fixtures and apparatus. Except as otherwise provided in writing to Landlord, the taking of possession by Tenant (or any permitted assignee or subtenant of Tenant) of all or any portion of the Premises for the conduct of business will be deemed conclusive evidence that Tenant has found the Premises, and all of their fixtures and equipment, acceptable.

B. Prior to occupancy by Tenant, Tenant shall have the right to examine the Premises and the physical and environmental condition and the utility of the Premises. Landlord, its agents and employees and other persons acting on behalf of Landlord, represent and warrant that (i) the physical or environmental condition, value, zoning or legal status of the Building is in compliance with all Environmental Laws; (ii) the Premises is reasonably fit for Tenant’s intended use; (iii); (iv) the condition, capacity or performance of electrical or communications systems or facilities is reasonably suitable for Tenant’s intended use of the Building; and (v) there are no unreasonably objectionable odors, bright lights or other conditions which may affect Tenant’s reasonable use and enjoyment of the Premises or the Building.

7. PARKING

A. General . As long as Tenant is not in default under this Lease, Landlord will provide Tenant during the Lease Term with the number of unassigned, non-exclusive parking spaces in the surface parking lot and Building parking garage as set forth in the BLI Rider. Such parking spaces may be used only by principals, employees and contractors of Tenant. Tenant acknowledges that its guests and visitors will be charged for parking at then current rates as established by Landlord.

B. Rates . If Tenant fails to pay parking charges when due, as provided in the BLI Rider, Landlord may, by written notice to Tenant, elect to proceed as provided under the default provisions of this Lease and/or cease to provide all or any of the foregoing parking spaces.

C. Reservations . Landlord has and reserves the right to reasonably alter the methods used to control parking and the right to establish such controls and rules and regulations (such as parking stickers to be affixed to vehicles) regarding parking, that Landlord may reasonably deem desirable. Without liability, Landlord will have the right to tow or otherwise remove vehicles improperly

 

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parked, blocking ingress or egress lanes, or violating parking rules, at the expense of the offending tenant and/or owner of the vehicle.

D. Conditions . Tenant’s right to use, and its right to permit its principals and guests to use, the parking facilities pursuant to this Lease are subject to the following conditions: (i) Landlord has made no representations or warranties with respect to the parking area, the number of spaces located therein or access thereto; (ii) Landlord reserves the right to reduce the number of spaces in the parking area by not more than ten percent (10%) of the then number of spaces in the parking area and/or change access thereto provided that the number of spaces specified in the BLI Rider continue to be available for Tenant’s use; and none of the foregoing shall entitle Tenant to any claim against Landlord or to any abatement of Rent (or any part thereof); (iii) Landlord has no obligation to provide a parking garage attendant and Landlord shall have no liability on account of any loss or damage to any vehicle or the contents thereof, unless such loss or damage is caused by Landlord, its agents, employees, or invitees; (iv) Tenant, its agents, employees and invitees, shall park their automobiles and other vehicles only where, and as designated from time to time by Landlord, within the parking area; (v) if and when so requested by Landlord, Tenant shall furnish Landlord with the license numbers of any vehicles of Tenant, its agents and employees; and (vi) Landlord (or the operator of the parking area) may charge Tenant’s invitees and visitors) directly for the parking fee established by Landlord (or such operator) from time to time for the use of such parking area.

8. BUILDING SERVICES

A. General . The Premises shall be accessible to Tenant on a twenty-four (24) hour per day, seven (7) days per week, three hundred sixty-five (365) days per year basis, excluding emergency events which cause the Building to limit access to Tenant. In general, the services set forth below will be provided by Landlord at a service level set, defined and regulated by Landlord consistent with office buildings of similar quality to, and in the same immediate geographic area as, the Building. During the Lease Term, the regular business hours (“Business Hours”) of the Building will be 7:00 a.m. to 7:00 p.m., Monday through Friday, and on Saturday, 8:00 a.m. to 1:00 p.m., except holidays generally recognized by state and federal governments or as may be shortened in accordance with applicable policies or regulations adopted by any utility company servicing the Building or government. Landlord reserves the right to increase the Business Hours. The Building will be accessible to Tenant, its subtenants, agents, servants, employees, contractors, invitees or licensees (collectively, “Tenant’s Agents”) twenty-four hours per day, seven days per week except in the case of temporary closure due to emergencies, repairs, casualty, governmental or quasi-governmental requirements or as Landlord reasonably deems necessary in order to prevent damage or injury to person or property.

B. Services to be Provided by Landlord.

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

(2) Electricity . During the Lease Term, electric power will be available for the purposes of lighting and general office equipment use in amounts consistent with Building standard electrical capacities for the hours of 7:00 am – 8:00 pm Monday – Friday (“Tenant’s Business Hours”). The Building standard mechanical and electrical systems are designed to accommodate loads generated by lights and office equipment such as typewriters, dictating equipment, photocopy equipment, etc., up to the standard maximum capacities as set forth in the Work Letter attached hereto as Exhibit “B”. In the event Tenant’s use of the Premises requires more electrical power than set forth above, whether by intensity of use, load or type of equipment, Tenant may then be billed for such additional use and such billings will be billed to Tenant as Additional Rent. Landlord will utilize Landlord’s customary method of billing Tenant for excess electrical power consumption at the standard utility rates charged by the electric service provider. At Landlord’s option, Landlord, at Tenant’s expense, may have an engineer estimate Tenant’s usage, and bill Tenant at standard utility rates for the excess usage or install a submeter for the purposes of monitoring Tenant’s excess power consumption. Landlord and Tenant agree that Landlord’s implementation of the electrical monitoring and billing procedures set forth herein shall in no way be construed so as to deem Landlord a private or public utility company. Landlord reserves the right, after Business Hours, to turn off all unnecessary lighting in the unoccupied areas of the Building to minimize the energy consumption of the Building in the Common Areas and the Premises. Landlord reserves the right, after Tenant’s Business Hours, to turn off all unnecessary lighting in the unoccupied areas of the Premises to minimize the energy consumption of the Building in the Premises.

 

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(3) HVAC Services . Landlord agrees to provide, during Tenant’s Business Hours, heating, ventilating and air conditioning for the purposes of comfort control. Except for HVAC service provided to Tenant’s server room on the 9 ^th floor, Landlord and Tenant agree that Landlord’s HVAC system is not designed to cool machinery and equipment. The HVAC system installed for use in Tenant’s server rooms shall be separately metered for electricity usage and billed to Tenant as Additional Rent. If Tenant requires additional HVAC services for comfort control at times other than during Tenant’s Business Hours, Landlord will bill Tenant as Additional Rent for the number of hours used at Landlord’s then standard prevailing rate for after-hours use of HVAC services as of the date of the execution of this Lease. The current charge for after-hours operation (to include HVAC, lighting, water, sewer and elevator service) is Fifty Dollars ($50.00) per hour, subject to adjustment as hereinabove provided. This rate will be subject to change during the Lease Term in Landlord’s discretion based upon operational costs and expenses, including wear and tear on the system and its components. The HVAC air distribution system and control system will remain under the control of Landlord, who will regulate the systems’ setting and adjustment. At Landlord’s option, Landlord may secure HVAC controls (thermostats) in lockable metal boxes to regulate the efficiency and use of the system. Tenant agrees that Landlord will have complete control over the setting and regulation of all air distribution, vents, vanes and dampers so as to provide comfortable working conditions.

(4) Water and Sewer . Landlord agrees to provide municipally supplied cold water and sewer services to the Common Areas for lavatory purposes.

(5) Elevator Service . Landlord will provide elevator service during Tenant’s Business Hours and, Landlord shall provide restricted elevator service during hours other than Business Hours.

C. Interruption of Services . It is understood and agreed that Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption except that such interruption shall not be for a period of time longer than required to reasonably reinstate such services. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the control of Landlord. No such interruption or discontinuance of service will be deemed an eviction or relieve Tenant from the responsibility of performing any of Tenant’s obligations under this Lease or render Landlord liable to Tenant for damages or abatement of Rent. Notwithstanding the foregoing, if: (i) such utility service is interrupted because of the acts of Landlord, its employees, agents or contractors; (ii) Tenant notifies Landlord of such interruption; (iii) such interruption does not arise in whole or in part as a result of an act or omission of Tenant or its agents; (iv) such interruption is not caused by a fire or other casualty; (v) the repair or restoration of such service is reasonably within the control of Landlord; and (vi) as a result of such interruption, the Premises or a material portion thereof, is rendered untenantable (meaning that Tenant is unable to use the Premises in the normal course of it business) and Tenant in fact ceases to use the Premises, or material portion thereof, then, Tenant’s sole remedy for such interruption shall be as follows: 24 hours after the commencement of the interruption of service to the Premises (or material portion thereof) and the Premises become untenantable, the Rent payable hereunder shall be abated on a per diem basis for each day after said 24 hour period based upon the percentage of the Premises so rendered untenantable and not used by Tenant, and such abatement shall continue until the date the Premises become tenantable again.

D. Sorting and Separation of Refuse and Trash. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders and regulations of all state, federal, municipal, and local governments, departments, commissions and boards regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall, as required, sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse, and trash shall be placed in separate receptacles reasonably approved by Landlord. Such separate receptacles may, at the Landlord’s option, be removed from the Premises in accordance with a collection schedule prescribed by law. Landlord reserves the right to refuse to collect or accept from Tenant any waste products, garbage, refuse or trash that is not separated and sorted and required by law, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor reasonably satisfactory to Landlord. Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Section, and, at Tenant’s sole cost and expense shall indemnify, defend, and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims and suits arising from such non-compliance, utilizing counsel reasonably satisfactory to Landlord.

E. Utility Deregulation . Landlord has advised Tenant that presently Jacksonville Electric Authority (Electric Service Provider) is the utility company selected by Landlord to provide utility service for the Building. Notwithstanding the foregoing, if permitted by law, Landlord shall have

 

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the right at any time and from time to time during the Lease Term to either contract for service from a different company or companies providing electric service (such a company shall hereinafter be referred to as an Alternate Service Provider) or continue to contract for service from the Electric Service Provider.

9. SECURITY . With respect to security for the Building and the parking garage(s), Landlord and Tenant hereby agree as follows:

A. Landlord’s Responsibilities . Landlord shall: (i) install a system to limit access to the Building and parking garage, (ii) respond to Building alarms and/or reports of an emergency nature on a twenty-four (24) hour basis, and (iii) provide a security escort service to the parking garage after Business Hours.

B. Tenant’s Responsibilities . Tenant shall: (i) abide by all policies, procedures and rules and regulations for use of the access system, (ii) report promptly the loss or theft of all keys which would permit unauthorized entrance to the Premises, Building or parking garage(s), (iii) report to Landlord the employment or discharge of employees and their vehicle’s make, model, and license number, (iv) promptly report to Landlord door-to-door solicitation or other unauthorized activity in the Building, and (v) promptly inform the Landlord’s Building manager in the event of a break-in or other emergency.

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

10. REPAIRS, MAINTENANCE AND UTILITIES

A. Landlord’s Responsibilities . During the Lease Term, Landlord shall define, set, and maintain the level of repairs and maintenance for the Building, the Common Areas, and all other areas serving the Building, in a manner comparable to office buildings of similar quality to and in the immediate geographic area of the Building. Landlord’s responsibilities with respect to this paragraph are as follows: (i) the structural and roof systems of the Building, (ii) the Building standard electrical and mechanical systems, (iii) the primary water and sewer systems of the Building, (iv) the Building Common Areas and the common area furniture, fixtures, and equipment, (v) the landscaped areas in and about the Building, (vi) replacement of Building standard fluorescent light bulbs in the Common Areas, (vii) all maintenance , repair and replacement of the Common Areas and (viii) HVAC.

B. Tenant’s Responsibilities . During the Lease Term, Tenant will repair and maintain the following at Tenant’s expense:

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

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

(3) Except for the janitorial services to be provided by Landlord, if any, as set forth in this Lease, the repair and maintenance of the floor covering of the Premises, including VCT flooring, ceramic tiles, marble, wood flooring, or similar coverings, shall be performed by Tenant, at Tenant’s expense.

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

(5) All other personal property, improvements or fixtures, except any of same expressly designated in this Lease as those which Landlord shall maintain. Those items to be repaired and maintained by Tenant include, but are not limited to, the following: (a) ceiling tiles and ceiling grid, (b) molding or other woodwork and paneling, (c) light fixtures and bulbs, (d) draperies, blinds or wall hangings, (e) glass partition walls, (f) water closets and kitchen areas, (g) doors and lockset, and (h) vaults, safes, or secured areas. For the aforesaid items, Landlord may elect, with Tenant’s

 

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approval (which approval will not be unreasonably withheld) to maintain and repair same at Tenant’s expense and Tenant will be billed for same as Additional Rent.

C. Repairs and Maintenance; Miscellaneous . Notwithstanding anything to the contrary in this Lease, Landlord shall have no responsibility to repair or maintain the Building, any of its components, the Common Areas, the Premises, or any fixture, improvement, trade fixture, or any item of personal property contained in the Building, the Common Areas, and/or the Premises if such repairs or maintenance are required because of the occurrence of any of the following: (i) the acts, misuse, improper conduct, omission or negligence of Tenant or Tenant’s Agents. Should Landlord, at its sole option, elect to make repairs or maintenance occasioned by the occurrence of any of the foregoing, Tenant shall pay as Additional Rent all such costs and expenses incurred by Landlord. Any such Additional Rent not promptly paid to the Landlord within five (5) days of a billing of said Additional Rent to the Tenant shall bear interest at twelve percent (12%), and if not paid within ten (10) days thereafter shall constitute a default of this Lease availing Landlord of remedies provided in Section 24 hereof. Landlord shall have the right to approve in advance all work, repair, maintenance or otherwise, to be performed under this Lease by Tenant and all of Tenant’s repairmen, contractors, subcontractors and suppliers performing work or supplying materials. Tenant shall be responsible for all permits, inspections and certificates for accomplishing the above. Tenant shall obtain lien waivers for all work done in or to the Premises.

11. TENANT’S ALTERATIONS

A. General . During the Lease Term, Tenant will make no alterations, additions or improvements in or to the Premises or the Building, of any kind or nature, including, but not limited to, alterations, additions or improvements in, to, or on, telephone or computer installations (any and all of such alterations, additions or improvements other than those set forth in the Work Letter attached hereto are collectively referred to in this Lease as the “Alteration(s)”), without the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided however, that Landlord may withhold its consent in its reasonable discretion if: (a) the cost of the work will exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00); (b) a building permit will be required; or (c) if there will be any material modifications to any exterior or structural components of the Building or any of the Building’s operating systems, including, without limitation, heating, ventilating, air conditioning, plumbing, electrical, and other operating systems. In connection with Tenant’s request for Landlord’s consent under this Lease, Tenant shall pre-pay to Landlord the sum of Two Hundred Fifty and 00/100 Dollars ($250.00) for Landlord’s review of applicable documents and plans. Tenant also shall reimburse Landlord for any third-party costs and expenses incurred or to be incurred by Landlord related to such review within ten (10) days of receipt of Landlord’s statement therefore. Tenant shall submit to Landlord detailed drawings and plans of the proposed Alterations at the time Landlord’s consent is sought. Should Landlord consent to any proposed Alterations by Tenant, such consent will be conditioned upon Tenant’s agreement to comply with all requirements established by Landlord, including safety requirements and the matters referenced in Section 21 of this Lease. As stated herein, all Alterations made hereunder will become Landlord’s property when incorporated into or affixed to the Building. However, at Landlord’s option, Landlord may, at the expiration of the Lease Term, require Tenant, at Tenant’s expense, to remove Alterations made by or on behalf of Tenant and to restore the Premises to their original condition.

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

13. ASSIGNMENT AND SUBLETTING

A. Landlord’s Consent Required . Except as provided below with respect to assignment of this Lease, Tenant will not effect a Transfer, (as herein defined) without first obtaining the consent of Landlord, which consent Landlord shall not unreasonably withhold provided that all of the requirements of subsection B, of this Section 13 are satisfied. As used in this Section 13, any of the following shall be deemed to be a Transfer: (i) an assignment of this Lease, in whole or in part; (ii) any sublet of all or any part of the Premises; (iii) any license allowing anyone other than Tenant to use or occupy all or any part of the Premises; (iv) any pledge or encumbrance by mortgage or other instrument of Tenant’s interest in this Lease; (v) any transfer of corporate shares as described in subsection C., of this Section 13; or (vi) any transfer of partnership interest as described in subsection D., of this Section 13. Consent by Landlord to any Transfer shall not constitute a waiver of the requirement for such consent to any subsequent Transfer. In lieu of approving any Transfer, Landlord may elect to terminate this Lease as to the portion of the Premises affected by such Transfer (together with such additional portion of the Premises needed by Landlord to render the terminated portion marketable) by giving Tenant notice of such election, in which event this Lease and the rights and obligations of the parties hereunder shall cease

 

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as of a date set forth in such notice which date shall not be less than sixty (60) days after the date of such notice. Tenant’s allotted parking spaces shall be proportionately reduced based on the amount of space recaptured by Landlord. In the event of any such termination, all Rent (other than any Additional Rent due Landlord by reason of Tenant’s failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination.

B. Conditions for Transfer Approval . Tenant recognizes that this Lease and the Premises are unique, and that the nature and character of the operations within and management of the Premises are important to the success of the Building. Accordingly, Landlord shall be entitled to arbitrarily withhold its consent to any Transfer, unless all of the following conditions are satisfied, in which event, Landlord agrees that it shall not unreasonably withhold its consent to the Transfer in question:

(1) At the time consent is requested, or at any time prior to the granting of consent, Tenant is not in default under this Lease beyond any applicable grace or cure period.

(2) In Landlord’s reasonable judgment, the proposed assignee or subtenant or occupant is engaged in a business or activity, which (a) is in keeping with the then standards of the Building, (b) is limited to the use of the Premises as general and executive office, (c) will not violate any negative covenant as to use contained in any other lease of office space in the Building, (d) will not entail any alterations which would lessen the value of the leasehold improvements in the Premises, (e) will not result in an increased burden on the Building, the Premises and systems and structures thereof, (f) will not cause an increase in insurance premiums for insurance policies applicable to the Building, or (g) will not impair the dignity, reputation or character of the Building.

(3) No portion of the Building or Premises would become subject to additional or different governmental laws and regulations including, without limitation, the ADA and Title 24.

(4) The proposed assignee or sublessee is not an existing tenant or affiliate of an existing tenant of the Building and Landlord is not negotiating with, and has not at any time within the past sixty (60) days negotiated with, the proposed assignee or sublessee for space in the Building.

(5) The proposed use is not prohibited by law or by any provision of this Lease, including, without limitation, the rules and regulations then in effect.

(6) The proposed assignee or subtenant or occupant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof;

(7) The form of the proposed sublease or instrument of assignment or occupancy shall be reasonably satisfactory to Landlord, and shall comply with the applicable provisions of this Paragraph;

(8) The Transfer requested shall not, in view of all previous approved Transfers, render the Premises occupied by more than three (3) different occupying transferees;

(9) The proposed subtenant or assignee or occupant shall not be a governmental agency, and shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of the State of Florida;

(10) Such transferee shall assume in writing, in a form acceptable to Landlord, all of Tenant’s obligations hereunder and Tenant shall provide Landlord with a copy of such assumption/transfer document;

(11) Tenant shall pay to Landlord a fee of One Thousand and 00/100 Dollars ($1,000.00) prior to the effective date of the Transfer in order to reimburse Landlord for all of its internal costs and expenses incurred with respect to the Transfer, including, without limitation, costs incurred in connection with the review of financial materials, meetings with representative of transferor and/or transferee and preparation, review, approval and execution of the required transfer documentation, and, in addition, Tenant shall reimburse Landlord for any out-of-pocket costs and expenses incurred with respect to such Transfer, the foregoing shall hereinafter be referred to as the Transfer Fee;

(12) As of the effective date of the Transfer and continuing throughout the remainder of the Term, the Base Rent shall not be less than the Base Rent set forth in the BLI Rider;

(13) Tenant to which the Premises were initially leased shall continue to remain liable under this Lease for the performance of all terms, including but not limited to, payment of Rent due under this Lease, unless however, in the instance of an assignment, the proposed assignee exhibits to

 

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Landlord’s reasonable satisfaction that it has a net worth at least equal to that of Tenant, in which case Tenant shall be released of liability under this Lease;

(14) N/A;

(15) Each of Landlord’s Mortgagees shall have consented in writing to such Transfer; and

(16) Tenant shall give notice of a requested Transfer to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be at least sixty (60) days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report, and (d) such other information as Landlord may reasonably request.

(17) Upon request, the Assignee (in the case of a proposed assignment) or Tenant (in the case of a proposed sub-letting) will increase the original Security Deposit hereunder in such amount as Landlord may reasonably require (or if no security was initially deposited hereunder), or posted with Landlord such Security Deposit as Landlord may require.

C. Transfer of Corporate Shares . If Tenant is a corporation other than a corporation the outstanding voting stock of which is listed on a “national securities exchange,” as defined in the Securities Exchange Act of 1934, and if at any time after execution of this Lease any part or all of the corporate shares shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition (including, but not limited to, such a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency, or other proceedings) so as to result in a change in the present control of said corporation by the person(s) now owning a majority of said corporate shares, a Transfer shall be deemed to have occurred. Tenant shall give Landlord notice that such Transfer is imminent at least fifteen (15) days prior to the date of such Transfer. If any such Transfer is made (and regardless of whether Tenant has given notice of same), Landlord may elect to terminate this Lease at any time thereafter by giving Tenant notice of such election, in which event this Lease and the rights and obligations of the parties hereunder shall cease as of a date set forth in such notice which date shall not be less than sixty (60) days after the date of such notice. In the event of any such termination, all Rent (other than any Additional Rent due Landlord by reason of Tenant’s failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination.

D. Intentionally deleted.

E. Acceptance of Rent from Transferee . The acceptance by Landlord of the payment of Rent following any assignment or other transfer prohibited by this Section 13 shall not be deemed to be a consent by Landlord to any such assignment or other transfer nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder.

F. Additional Provisions Respecting Transfers . Without limiting Landlord’s right to withhold its consent to any Transfer by Tenant, and regardless of whether Landlord shall have consented to any such Transfer, neither Tenant nor any other person having an interest in the possession, use or occupancy of the Premises or any part thereof shall enter into any lease, sublease, license, concession, assignment or other Transfer or agreement for possession, use or occupancy of all or any portion of the Premises, which provides for Rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, sublease, license, concession, assignment or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises. There shall be no deduction from the Rent payable under any sublease or other Transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in any way to the subleasing or Transfer of any interest under this Lease.

G. Transfer Consideration is Additional Rent. If Landlord shall consent to any Transfer, Tenant shall in consideration therefor, pay to Landlord as Additional Rent an amount equal to the Transfer Consideration. For purposes of this paragraph, the term Transfer Consideration shall mean in any Lease Year (i) any rents, additional charges or other consideration payable to Tenant by the transferee of the Transfer which is in excess of the Base Rent and Overhead Rent less any reasonable, verified marketing costs attributable to the Transfer accruing during such Lease Year, (ii) all sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property in excess of the fair market sale or rental value thereof as of the date of the Transfer, and (iii) all sums paid for services provided by Tenant to the transferee (including, without limitation, secretarial, word processing, receptionist, conference rooms, and library) in excess of the fair market value of such

 

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services. The Transfer Consideration shall be paid to Landlord as and when paid by the transferee to Tenant. Landlord shall have the right to audit Tenant’s books and records upon reasonable notice to determine the amount of Transfer Consideration payable to Landlord. In the event such audit reveals an understatement of Transfer Consideration in excess of five percent (5%) of the actual Transfer Consideration due Landlord, Tenant shall pay the full amount of the understatement and for the cost of such audit within ten (10) days after Landlord’s written demand for same.

H. New Directory Isn’t Consent to Sublet/Assignment. The listing or posting of any name, other than that of Tenant, whether on the door or exterior wall of the Premises, the Building’s tenant directory in the lobby or elevator, or elsewhere, shall not: (i) constitute a waiver of Landlord’s right to withhold consent to any sublet or assignment pursuant to this Section 13; (ii) be deemed an implied consent by Landlord to a sublet of the Premises or any portion thereof, to any assignment or transfer of the Lease, or to any unauthorized occupancy of the Premises, except in accordance with the express terms of the Lease; or (iii) operate to vest any right or interest in the Lease or in the Premises. Any such listing as described in this Section 13.H. shall constitute a privilege extended by Landlord to Tenant, and shall be immediately revocable at Landlord’s will by notice to Tenant.

I. Annual Certification . Upon the execution of this Lease and upon each succeeding anniversary date, or at any sooner time requested by Landlord, Tenant shall deliver to Landlord a statement, certified as being true and correct and verified by the corporate partnership or entity, secretary, as applicable, showing the names of all existing shareholders, partners or members as applicable, of record and their respective ownership interests as of that date.

J. Permitted Transfers. Notwithstanding Section 13(a), Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date of execution of this Lease; or

(3) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date of execution of this Lease.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the Permitted Use, and the use of the Premises by the Permitted Transferee may not violate any other agreements affecting the Premises or the Building, Landlord or other tenants of the Building. No later than five (5) business days after the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Transfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlor