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COMMERCIAL LEASE CO TRACT

th DC!T~ THIS COMMERCIAL LEASE CO TRACT (the "Lease") is made this Jj_ day of Sept 1;'"2016, by and

between LIT INDUSTRIAL UMITED PARTNERSHIP, a Delaware limited partnership (hereinafter called "Landlord"); having an address c/o CLARION PARTNERS, 30 Ivan Allen Jr. Boulevard, Suite 950, Atlanta, Georgia 30308, and COLOUR REPUBLIC, LLC, a Florida limited liability company (hereinafter cal led "Tenant"); having an address of 8901 N.W. 33 Street, Suite 100, Doral, Florida 33172.

W I T N E S S E T H:

l . PREMISES - The Landlord, for and in consideration of the rents, covenants, agreements, and stipulations hereinafter mentioned, reserved, and contained, to be paid, kept and performed by the Tenant, has leased and rented, and by these presents does lease and rent, unto the Tenant, and the Tenant hereby agrees to lease and take upon the terms and conditions which hereinafter appear, the fol lowing described property (exclusive of any easement for light or air), hereinafter called "Premises," located on the real property described on EXHIBIT "A" (the "Property")and the s ite plan shown on EXHIBIT "A-1" attached hereto, to wit:

Approximately 92,579 Square Feet of previously occupied office and warehouse space, including without limitation approximately 9,871 Square Feet of existing air-conditioned office space, 34 Dock High Doors with existing Dock Seals, 2 backup generators, cooler equipment listed on EXHIBIT "E" , and approximately 82,708 Square Feet of cold storage warehouse space, located at 8901 N.W. 33 Street, Suite 100, Doral, Florida 33 172 (the "Premises") and being all or a portion of the building commonly known as Westpointe Park Building I (the "Building") (Bui lding #400361) containing 92,579 Square Feet. Said Building is located in Dade County, Florida. The Premises are part of Westpointe Park (the "Project").

2. TERM AND PREPARATION OF PREMISES

A. The term of this Lease shall commence on the Commencement Date, as hereinafter defined, and shall end at midnight on the last day of the month that is sixty-three (63) months after the Commencement Date, unless sooner terminated as hereinafter provided. The "Commencement Date" shall mean the date which is the later of the fo llowing: (i) November 1, 2016, or (ii) the date on which Landlord has substantially completed all of the work to be completed by Landlord pursuant to Section 2.B. below. Tenant shall have the right of early access to the Premises for a period of approximately thirty (30) days prior to the anticipated Commencement Date in order to perform Tenant's Work and otherwise prepare the Premises for occupancy, provided that during said period (a) Tenant shall comply with the terms and conditions of this Lease other than the obligations to pay Rent (which obligation shall commence on the Commencement Date), and (b) tenant shall not begin operation of its business from the Premises. Tenant shall not interfere with Landlord's Work or other construction activities in the Premises during such period of early occupancy. Any delay in the completion of Landlord's Work, which directly results in a delay in the delivery of the Premises in the condition required hereunder, and which is caused by Tenant, shall be a "Tenant Delay" hereunder. In the event of a Tenant Delay, the Commencement Date shall be deemed to occur on the date that the Commencement Date would have occurred on if there had been no Tenant Delay. After the Commencement Date, Tenant will, upon demand, furnish Landlord with a written statement confirming Tenant's acceptance of the Premises and confirming the Commencement Date of the term of this Lease. The expression "term of this Lease" as hereinafter used shall mean and refer to the in itial term of this Lease and any extensions thereof, as the context may permit or require.

Conditions"): B. Landlord wi ll have performed the fo llowing work prior to Tenant's occupan,cy (the "Delivery

( 1.) Svstems: Inspect, repair and I or replace the following existing items and I or systems to remain in the Premises as required for good operating condition at Tenant's occupancy:

1. Office and Warehouse Lights; 11. Office Heating and Air Conditioning;

111. Restroom Exhaust Fans; iv. Plumbing; v. Overhead doors I Roll-up Doors; vi. Dock Equipment;

vi i. Fire Protection System; and v111. Cooler Equipment (as hereinafter defined).

(2.) Office Floors: Landlord shall install new flooring as part of Landlord's Work.

(3.) Office Walls: Landlord shall paint the office walls as part of Landlord's Work.

(4.) Ceiling Tiles: Replace all damaged and/or stained ceiling tiles in existing office area

(5.) Cleaning: Clean entire office area, including restrooms

(6.) Warehouse Floor: Mechanically scrub warehouse floor

(7.) NOTE: Tenant is responsible for all low voltage wiring installed by Tenant within the Premises as of the date of possession, including the installation of telephone I data jacks. Per code, Tenant is responsible for the removal of all low voltage wiring at Lease expiration.

(8.) Landlord warrants to Tenant that all major systems inclusive of Cooler Equipment, HY AC Systems, mechanical , electrical and plumbing shall be in working condition for a period of Ninety (90) days following the Commencement Date.

C. After proper execution of this Lease by Landlord and Tenant, Landlord shall furnish all labor and materials as necessary to deliver the Premises as shown on EXHIBIT "B" hereof(the "Landlord's Work"), which plans identify the work to be completed by Landlord with respect to the requirements of this Lease. Except for the foregoing, any latent defects or any existing violations of the Americans with Disabi lity Act ("ADA"), if any, in the Building or Premises, Tenant agrees to accept the Premises under the provisions of the Lease "WHERE IS, AS IS" .

D. Tenant agrees to furnish all labor and materials that are necessary to improve the Premises as shown on EXHIBIT "F" hereof, which plans identify the work to be completed by Tenant necessary to improve the Premises to Tenant's specifications and to facilitate Tenant's business operations on the Premises (collectively, "Tenant's Work"). The following shall apply to Tenant's Work:

(1) Landlord shall be entitled to approve Tenant's project manager, contractor and/or agents engaged to perform Tenant's Work ("Tenant's Contractor").

(2) Tenant's Contractor shall prepare and submit to Landlord for approval , which wi ll not be unreasonably withheld, space plans and specifications for the Premises. Such space plans shall include complete architectural, mechanical, electrical engineering, plumbing, life safety and structural drawings and specifications (including all finishes) for all of Tenant's Work.

(3) All plans and specifications prepared in connection with Tenant's Work shall be in full compliance with all applicable building codes, including the ADA and its related rules and regulations, and be compatible with all insurance regulations for the Premises.

( 4) Notwithstanding Landlord's review and approval of the plans and specifications, Landlord makes no representations as to the design, feasibility or compliance with laws of the proposed Tenant's Work, or whether Tenant will be able to obtain the required permits, approvals and certificates.

(5) All materials and workmanship in connection with Tenant's Work will be of first-class quality in keeping with Landlord's standards for the Building in which the Premises are located. If the operation of the Building or any of its equipment is in any way adversely affected by reason of Tenant's Work, Tenant, at its expense, will remove the cause thereof upon Landlord's request.

(6) Tenant is solely responsible for the completion of all of Tenant's Work to the Premises in a timely manner. Accordingly, the Commencement Date of the Lease term shall not be delayed for any reason whatsoever.

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(7) At all times during the progress of Tenant's Work as described in EXHIBIT F, Landlord will be entitled to have a representative present on the site for supervision and inspection purposes, and Landlord's representati ve will have unrestricted access to all parts of the Premises. Such presence, inspection and/or supervision, however, will not impose any obligation whatsoever on Landlord or Landlord's representative nor render Landlord or Landlord's representative liable in any way for improper work or faulty materials. Landlord shall be paid a project oversight fee in the amount of Four (4%) percent of the cost of Tenant's Work, not to exceed Ten Thousand Dollars $ 10,000.00.

3. RENTAL - The Tenant agrees to pay to the Landlord promptly on the fi rst day of each month in advance, during the term of this Lease, a monthly rental ("Base Rent") of:

Term Rent/PSF Annual Rent Monthll'. Months Rent

November l , 2016 through January 3 1, 20 l 7 $0 $0 $0 3

February l , 2017 through October 3 1, 2017 $9.00 $833,211.00 $69,434.25 9

November l , 2017 through October 31, 2018 $9.27 $858,207.33 $7 1,517.28 12

November l , 2018 through October 31, 2019 $9.55 $884,129.45 $73,677.45 12

November 1, 2019 through October 31 , 2020 $9.84 $910,977.36 $75,9 14.78 12

November l , 2020 through October 31 , 2021 $10.14 $938,751.06 $78,229.26 12

November l , 2021 through January 3 l , 2022 $ L0.44 $966,913.59 $80,576.13 3

*Note: The specific dates above are based on the Commencement Date; and such dates shall be automatically adjusted upon the actual Commencement Date as defined in Section 2.A. above.

Tenant shall pay all rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without notice, demand, set-off or counterclaim. As used in this Lease, the term "Rent" shall mean the Base Rent and Additional Rent (as hereinafter defined).

The aforesaid payments of Rent are to be made to: LIT rNDUSTRIAL LIMITED PARTNERSHIP Post Office Box 6108 Hicksville, NY 11802-6108

4. LATE PAYMENTS - If any installments of Base Rent or Additional Rent under this Lease are not paid within ten (10) days after the date such payment is due, Tenant shall pay to Landlord a late charge equal to 5% of the delinquent amount, and interest on the delinquent amount at the rate of 14% per annum until paid (the "Default Rate").

5. ADVANCE RENT - Notwithstanding Section 3. of this Lease, Landlord acknowledges receipt from Tenant of ONE HUNDRED TWO THOUSAND TIDRTY-ONE AND 32/100 DOLLARS ($102,031.32), which rent Tenant has paid in advance for the fi rst full month's Base Rent, the first month's estimated Operating Expenses fo llowing the Rent Commencement Date, and State of Florida sales and use tax (currently 7% in Dade County).

6. SECURITY DEPOSIT - Tenant has deposited with Landlord the sum of TWO HUNDRED FOUR THOUSAND SIXTY-THREE AND 00/100 DOLLARS ($204,063.00), receipt of which is hereby acknowledged. Said deposit shall be held by Landlord without interest as security for the faithful performance by Tenant of all the terms and covenants of this Lease by Tenant to be observed and performed . In the event Tenant fai ls to perform or observe any of the agreements, covenants, conditions and provisions of this Lease to be performed or observed by it, then, at Landlord's option, Landlord may, but shall not be obligated to, apply the security deposit, or so much thereof as may be necessary, to remedy any such fail ure by Tenant. Tenant shall immediately upon request pay to Landlord any sum necessary to restore the security deposit to the full amount specified above. In the event of a sale, assignment, or other transfer of Landlord's interest in the Premises, or a lease by Landlord of its interest in the Building, Landlord shall have the right to transfer the security deposit to the transferee, and Landlord shall be relieved of all liabi lity to Tenant for the return of such security deposit. Tenant shall look solely to the transferee for the return of such security deposit. In the event of a permitted assignment under this Lease by Tenant, the security deposit shall be held by Landlord as a deposit made by the permitted assignee and Landlord shall have no further liabi lity with respect to the return of said security deposit to the original Tenant.

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7. ADDITIONAL RENT - Any amounts that Tenant assumes or agrees to pay to Landlord under the provisions of this Lease, including, without limitation, any sums that may become due by reason of any Default of Tenant or failure on Tenant's part to comply with the agreements, terms, covenants and conditions of th is Lease to be performed by Tenant, and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of th is Lease shall be considered "Additional Rent" payable in the same manner and upon the same terms and conditions as the Base Rent reserved hereunder except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and, as the same shal l become due shal l entitle Landlord to the remedies available to it for non-payment of Base Rent. Tenant's obligation for payment of Additional Rent shall begin to accrue on the Commencement Date. Additional Rent shall include all State of Florida sales and use tax (currently 7% in Dade County).

8. UTILITY BILLS - Tenant shall pay for all water, sewer, gas, electricity, fuel, light, heat, power bills, sprinkler system service charges (if any) and other util ities serving the Premises, or used by Tenant in connection therewith. If Tenant does not pay the same directly to the appl icable utility company, Landlord may pay the same and such payment, together with a reasonable administrative charge by Landlord, shall be added to the Rent for the Premises. If any of such uti lity services are not separately metered to the Premises, Tenant shall pay to Landlord, as Additional Rent, a reasonable proportion of the total cost of all charges jointly metered with other premises, plus a reasonable administrative charge by Landlord, all as reasonably determined by Landlord based on Tenant's actual usage and consumption of such service. W ith respect to water and sewer charges for multi-tenant bui ldings, Landlord's reasonable determination will take into account whether Tenant or the other tenants of the Building consume water for manufacturing or other uses, other than water consumed for general office uses. No interruption or failure of utilities shall result in the termination of this Lease or the abatement of Rent.

9. USE OF THE PREMISES - The Premises shall be used for the warehousing, storage, processing, distribution and packaging of flowers, which use shall include any equipment or machinery directly related to the warehousing, storage, processing, distribution and packaging of flowers and office use and for no other purpose, without the express written consent of Landlord which consent shall not be unreasonably withheld conditioned or delayed. The Premises shall not be used for any illegal purposes; nor in any manner that violates the rules and regulations for the Premises set fo rth as EXHIBIT "C" hereof ("Rules and Regulations"), and by this reference made a pa11 hereof, or any restrictions of public record with respect to the Premises or which create any nuisance or trespass; nor in any manner to vitiate the insurance or increase the rate of insurance on the Premises. Without Landlord's prior written consent, Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly flammable . Outside storage is prohibited without Landlord's prior written consent, except as may be permitted by the Rules and Regulations. Tenant agrees not to abandon or vacate the Premises during the period of this Lease, and agrees to use said Premises for the purpose herein leased until the expiration hereof. Tenant wi ll use the Premises in a careful, safe and proper manner and will not commit waste or subject the Premises to any use that would damage the Premises.

10. REPAIRS BY LANDLORD - This Lease is intended to be a net lease; accordingly, Landlord's maintenance and repair obligations to be performed at Landlord's sole cost and expense are limited to (i) the replacement of the Building's roof, (ii) maintenance of the foundation piers and structural members of the exterior walls, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents, employees or invitees excluded. The term "walls" as used in this Section 10. shall not include windows, glass or plate glass, doors or overhead doors , special storefron ts, dock bumpers, dock plates or levelers, or office entries, all of which shall be maintained by Tenant. T enant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section 10., after which Landlord shall have a reasonable opportunity to repair such item. Landlord shall also: (i) maintain in good repair and condition the roof, parking areas and other common areas of the Building, including, but not limited to driveways, alleys, landscape and grounds surrounding the Premises, the cost of such maintenance, repair and replacement to be paid in accordance with Section 12. as defined below; and (ii) contribute any costs toward maintenance, repair, and replacement of the HY AC System and Cooler Equipment as may be required by Section 11 below.

11 . REP A IRS BY TENANT AND SURRENDER OF PREMISES; HY AC SYSTEM; COOLER EQUIPMENT -

A. Tenant shall , throughout the term of this Lease, at its expense, maintain in good order and repair the Premises, including all improvements located thereon, except those repairs expressly required to be made by Landlord. Tenant shall be responsible for maintaining sprinkler valves, fire extinguishers and alarm systems if any, as located within the Premises and Tenant shall maintain written records, if any, that may be required by Landlord's insurer covering testing of sprinkler valves, fire extinguishers and alarm systems located within the Premises, which testing shall be done semi- . annually. Tenant shall consistently maintain heat within the Premises as necessary to avoid damage to the sprinkler system by freezing. In the event Tenant fails to make any repairs required of it hereunder, then Landlord may, but shall not be obligated to, make such repairs, in which event, Tenant shall promptly reimburse Landlord for all expenses incurred thereby.

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Tenant shall be responsible for pest and termite control. Tenant agrees to return said Premises to Landlord at the expiration, or prior termination, of this Lease in as good condition and repair as when first received, natural wear and tear, damage by storm, fire, lightning, earthquake or other insured casualty alone excepted. Aside from the aforesaid repairs, Tenant shall not make any alterations, additions or improvements to the Premises without the prior written consent of Landlord All alterations, additions, and improvements approved by Landlord in excess of Ten Thousand Dollars ($10,000.00) at one time ("De-Minimis Amount") shal l be installed by Tenant at its sole cost and in compliance with all laws, orders, and regulations of any applicable governing body, and Tenant shal l furnish to Landlord within ten (10) days from completion a complete set of as-built plans showing all such alterations.

B. Tenant, at its sole cost and expense, shall provide all regular maintenance and service for the HVAC systems, including without limitation replacement of parts, compressors, and air handling units (collectively, the "HVAC System") to keep such systems in good working order and repair. Tenant's maintenance of the HVAC System shall include without limitation placing a qual ified HVAC contractor under service contract for such items as regular changing of filters at intervals not less than quarterly (once every three months), and to make thorough annual inspections of and to professionally service the system including, but not limited to, coolant recharging, replacement of belts or minor electrical components, lubrication and routine preventive maintenance, and other miscellaneous items. All service contracts required by this Section 11 (B) shall be at Tenant's sole cost and expense.

C. Notwithstanding anything else to the contrary set forth herein, so long as no replacements to the HV AC System are necessitated by Tenant's failure to provide regular maintenance as required by Section 11(8) above, Landlord will be responsible for One Hundred Percent (100%) of the cost of any replacement of the HV AC System. Replacement shall be required in the event a qualified HVAC contractor issues a report certified to Landlord and Tenant that the cost to repair the HV AC System and return the HV AC System to good working order exceeds the cost to replace the applicable HV AC System. In the event any HVAC System is replaced by Landlord pursuant to this Section 1 l(C), the cost of such replacement shall be considered a Capital Expenditure (as hereinafter defined) and become part of Operating Expenses as described in Section 12 below.

D. Tenant, at its sole cost and expense, shall provide all regular maintenance and service for the compressor racks A, 8, and C, evaporators, cooling towers, and panels (collectively, "Cooler Equipment") to keep such systems in good working order and repair. Tenant's maintenance of the Cooler Equipment shall include without limitation placing a qualified Cooler Equipment contractor under service contract for detailed and thorough monthly service and to make annual inspections of and to professionally service the Cooler Equipment, including without limitation coolant recharging, replacement of belts or minor electrical components, lubrication and routine preventive maintenance, and other miscellaneous items. All service contracts required by this Section 1 l(D) shall be at Tenant's sole cost and expense.

E. Notwithstanding anything else to the contrary set forth herein, so long as no repairs or replacements to the Cooler Equipment are necessitated by Tenant's fa ilure to provide regular maintenance as required by Section l l (D) above, Landlord shall share Fifty Percent (50%) of the cost of all repairs and replacements to the Cooler Equipment up to ONE HUNDRED THOUSAND AND N0/100 DOLLARS ($100,000.00) annually ($50,000.00 each to Tenant and Landlord), in the aggregate, and on a cumulative basis (the "Cooler Equipment Cost Limit"). Landlord shall be responsible for One Hundred Percent (100%) of all costs of repairs and replacements of the Cooler Equipment exceeding the Cooler Equipment Cost Limit. Notwithstanding the forgoing, Costs of repairs over the Cooler Equipment Cost Limit per any given year, shall be at Landlords sole cost and expense and shall not be amortized or passed thru as CAM.

F. Any portion of the cost of repairs or replacement of the Cooler Equipment that fall below the Cooler Equipment Cost Limit and are paid by Landlord and may not be included in Operating Expenses. All replacement costs exceeding the Cooler Equipment Cost Limit shall be paid by Landlord and may be considered Cooler Equipment Capital Expenditures (as hereinafter defined). For purposes of this Section l l(F), "Cooler Equipment Capital Expenditures" shall mean any expenditure by Landlord exceeding the Cooler Equipment Cost Limit. All Cooler Equipment Capital Expenditures may be included as a part of Operating Expenses as described in Section 12 herein; provided that the cost of such Cooler Equipment Capital Expenditure shall be amortized on a straight line basis over a period equal to the greater of the useful life thereof for federal income tax purposes or ten (l 0) years and included in Operating Expenses only to the extent of the amortized amount for the respective calendar year.

G. Notwithstanding anything else to the contrary set forth herein, during the term of this Lease, prior to proceeding with required repairs with respect to the Cooler Equipment, the Landlord and Tenant shall evaluate whether the cost of replacement of any required equipment making up the Cooler Equipment is less than the cost to repair such item. 1n the event the cost of replacement is less than repair, Landlord agrees to cause such item to be replaced at Landlord's sole cost and expense; provided that during the last twelve ( 12) months of the Lease term, Landlord may elect to repair or replace such Cooler Equipment, regardless of cost, to be determined in Landlord's sole discretion.

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H. Within the fifteen ( 15) day period prior to the expiration or termination of this Lease, Tenant shall deliver to Landlord a certificate from an engineer reasonably acceptable to Landlord certifying that the hot water equipment, HV AC system, and Cooler Equipment are then in good repair and working order. A certificate from the contractor currently performing routine maintenance pursuant to a maintenance service contract with Tenant shall be deemed an engineer acceptable to Landlord for the purpose of satisfying the delivery requirement for a certificate regarding the hot water equipment, HVAC system, and Cooler Equipment. Within no later than thi rty (30) days prior to the expiration of the Lease term, Tenant shall meet with Landlord for a joint inspection of the Premises. ln the event of Tenant's failure to participate in such joint inspection, Landlord's inspection shall be deemed conclusive for purposes of determining Tenant's responsibility for repairs and restoration to the Premises. No such performance by Landlord shall create any liabil ity on the part of Landlord whatsoever.

I. If Tenant has not fu lfi lled its obligations with respect to repairs and cleanup of the Premises or any other Tenant obligations as set forth in this Lease, Landlord shall have the right to perform any such obligations as it deems necessary at Tenant's sole cost and expense, and any time required by Landlord to complete such obligations shal l be considered a period of holding over and the terms of Section 29. shall apply.

12. OPERA TING EXPENSES

A. During each month of the Lease Term for which Base Rent is due (i.e., beginning with the Fourth (4'h) month of the Lease Term, referred to herein as the "Base Rent Commencement Date"), on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time-to-time, of Tenant's Proportionate Share (hereinafter defined) of Operating Expenses for the Building. As of the Base Rent Commencement Date, the initial monthly cost of Tenant's Proportionate Share of Operating Expenses for the Building, as estimated by Landlord, would be TWENTY-FIVE THOUSAND NINE HUNDRED TWENTY-TWO AND 12/100 DOLLARS ($25,922.12) per month. Payments thereof for any fractional calendar month shall be prorated.

B. The term "Operating Expenses" means all costs and expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Building including, but not limited to costs of: common area utilities; maintenance, repair and replacement of all portions of the Building, including without limitation, paving and parking areas, roads, roofs (except that Landlord is responsible for replacement of the roof as provided in Section l 0., Tenant being responsible only for Tenant's Proportionate Share of the cost of roof repairs), roof membrane, alleys, and driveways; mowing, landscaping services, fertilizing, insecticiding, mulching, pruning of shrubbery and trees and cutting and weeding grass, exterior painting; the cost of maintaining utility lines, fire sprinklers and fire protection systems, exterior lighting and mechanical and building systems serving the Building; amounts paid to contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of any association or any restrictive covenants to which the Building is subject; fees payable to tax consultants and attorneys for consultation and contesting taxes; environmental insurance or environmental management fees; the cost of any insurance deductibles for insurance required to be maintained by Landlord hereunder; property management fees payable to a property manager, including any affiliate of Landlord, or if there is no property manager (not to exceed 4% of gross rent), an administration fee equal to that of a property manager payable to Landlord; security services, if any; trash collection, sweeping and removal; Cooler Equipment Capital Expenditure, and additions or alterations made by Landlord to the Building in order to comply with applicable law (other than those expressly required herein to be made by Tenant) or that are appropriate to the continued operation of the Building as a warehouse/industrial or service center faci lity in the market area, provided that the cost of such additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or ten (I 0) years and included in Operating Expenses only to the extent of the amortized amount for the respective calendar year ("Capital Expenditure"). ln addition, Operating Expenses shall include (i) Taxes (as defined in Section 12.C. below) for each calendar year during the Lease term, and (ii) the cost of insurance maintained by Landlord for the Building for each calendar year dur ing the Lease term. As of the Base Rent Commencement Date, the initial monthly cost of Tenant's Share of Florida sales and use tax, as estimated by Landlord is SIX THOUSAND SIX HUNDRED SEVENTY-FOUR AND 95/100 DOLLARS ($6,674.95) per month. Payments thereof for any fractional calendar month shall be prorated.

C. Landlord shall pay before they become delinquent all taxes, assessments and governmental charges of any kind and nature whatsoever lawfully levied or assessed against the Premises and/or Building or any portion thereof (all of which real estate taxes, assessments, levies, charges and costs, excluding any late charges or penalties that may be imposed for Landlord's fa ilure to make payments on account of the foregoing in a timely manner, are hereafter collectively referred to as "Taxes"), and Tenant shall reimburse Landlord, as Additional Rent, for Tenant's Proportionate Share of any such Taxes paid with respect to any tax year fa lling within the term of this Lease (prorated for any partial years). Taxes shall be included as part of the Operating Expenses charged to Tenant during each year of the Lease Term,

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based upon Landlord's reasonable estimate of the amount of Taxes, and shall be subject to reconciliation and adjustment once the actual amount of Taxes is known.

(1) Landlord's estimate of Tenant's Proportionate Share of Taxes for the current year for the Building, which represents a portion of the total monthly Operating Expense amount in Section 12.A. above is SlXTEEN THOUSAND TWO HUNDRED SEVENTY-EIGHT 47/ 100 DOLLARS ($16,278.47) per month.

(2) Tenant shall be liable for all taxes assessed against and levied upon the trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises. In addition to Tenant's Proportionate Share of Taxes, in the event there is imposed at any time during the term of this Lease a tax upon and/or measured by the Rent payable by Tenant under this Lease, whether by way of a sales or use tax or otherwise, Tenant shall be responsible for the payment of such tax and shall pay same on or prior to the due date thereof; provided, however, that the foregoing shall not include any inheritance, estate, succession, transfer, gift or income tax imposed on or payable by Landlord. In addition to Tenant's Proportionate Share of Taxes, Tenant acknowledges that Tenant shall be required to pay the State of Florida sales and use tax which is measured by the Rent payable by Tenant under this Lease on a monthly basis, which amount shall be remitted by Tenant to Landlord on a monthly basis with payments of Base Rent and Landlord shall thereupon remit the same to the State of Florida.

(3) Landlord shall have the sole, absolute and unrestricted right, but not obligation, to contest the validity or amount of the Taxes by appropriate proceedings brought by Landlord or its tax consultant and the costs thereof shall be included in the Taxes, and Landlord shall have the sole, absolute and unrestricted right to settle any contest, proceeding or action upon whatever terms Landlord may, in its sole discretion, determine.

D. Notwithstanding the foregoing, Operating Expenses do not include those items included in Schedule 12(D) attached herewith. The cost of any repairs or replacements which are classified as capital improvements under generally accepted accounting principles shall be amortized over the lesser of the useful life of the improvement or ten (10) years and included in Operating Expenses only to the extent of the amortized amount for the respective calendar year.

E. If Tenant's total payments of Operating Expenses for any year are less than Tenant's Proportionate Share of actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after demand, and if more, then Landlord shall retain such excess and credit it agfilnst Tenant's next payments. For purposes of calculating Tenant's Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease.

F. With respect to Operating Expenses, which Landlord allocates to the Building, Tenant's "Proportionate Share" shall be 100% as reasonably adjusted by Landlord in the future for changes in the physical size of the Premises or the Building. Landlord may equitably increase Tenant's Proportionate Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Building that includes the Premises or that varies with occupancy or use.

G. Operating Expenses (not including Taxes, Insurance, Property Owners Association assessments, Common Area Utilities, repairs and maintenance and based on gross rent) shall not escalate by more than Five percent (5%) per year on a cumulative basis. Notwithstanding the foregoing, repairs and maintenance expenses will not be subject to the aforementioned cap provided that such expenses are reasonable and necessary for the maintenance of the Building at a level that is consistent with other similar buildings in the Miami metropolitan area that are owned by institutional owners.

H. Landlord's books and records pertaining to the calculation of Operating Expenses may be inspected by Tenant (or by an independent certified accountant) at Tenant's expense and no more than once per year, at Landlord's office and only during regular business hours, within ninety (90) days after Tenant's receipt of Landlord's statement for such Operating Expenses; provided that, Tenant shall give Landlord not less than ten (10) days' prior written notice of any such inspection. The inspection may not be perfonned on a contingency fee basis. In addition, any such inspection shall only be permitted as to such Operating Expenses incurred during the immediately preceding Lease year. If Tenant fai ls to timely notify Landlord in writing of its desire to conduct such inspection, such inaction shall be deemed Tenant's acknowledgment as to the amount of such Operating Expenses. Landlord further agrees to make available to Tenant, at no cost or expense to Tenant, appropriate personnel of Landlord who are familiar with and understand Landlord's records, to assist Tenant in identifying, reviewing and understanding Landlord's records. If Landlord and Tenant agree that Landlord's calculation of Tenant's Proportionate Share of such Operating Expenses for the inspected calendar year was incorrect, the parties shall enter into a written agreement confirming such error and then Tenant shall be entitled to a credit against future payments required under Section 13.A. for said overpayment (or a refund of any overpayment if applicable to

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the last year of the Lease) or Tenant shall pay to Landlord the amount of any underpayment, as the case may be. If Tenant's inspection proves that Landlord's calculation of Tenant's share of such Operating Expenses for the inspected calendar year resulted in an overpayment by more than ten percent ( l 0%) of Tenant's Proportionate Share, Landlord shall also pay the reasonable fees and expenses of Tenant's independent professionals, if any, conducting said inspection.

13. INSURANCE

A. During the term of this Lease, Tenant shall provide and keep in force the following insurance:

(I) commercial general liability insurance, with contractual liability broad form general liabi lity endorsement, relating to Tenant's business carried on, in or from the Premises, for personal and bodily injury and death, and damage to others' property, with limits of not less than $1,000,000.00 for any one accident or $2,000,000.00 per occurrence. The policy shall be primary coverage without the right of contribution by any similar insurance that may be maintained by Landlord, if any;

(2) business automobile liability insurance covering owned, hired and non-owned vehicles with limits of$1 ,000,000 combined single limit per occurrence.

(3) all risk property insurance, including theft, fire insurance (including standard extended coverage and coverage for leakage from fire protective devices and other water damage), and boiler and machinery coverage, all of the above relating to Tenant's trade fi xtures, furniture, furnishings, all personal prope11y, inventory, and any alterations, additions, or improvements made by or on behalf of Tenant upon the Premises on a full replacement cost basis;

(4) workmen's compensation insurance as required by applicable law together with employer liabil ity insurance in an amount not less than $1 ,000,000.00;

(5) umbrella/excess liability insurance, on an occurrence basis, that apply in addition to and not including the required insurance amounts in items 1 through 4 above, with limits of not less than $3,000,000.00 for any one occurrence or annual aggregate; and

(6) business income and extra expense insurance with limits not less than one hundred percent ( 100%) of all income and charges payable by Tenant under this Lease for a period of at least eight (8) months.

B. During the tenn of this Lease, Landlord shall provide and keep in force the fo llowing insurance (which may be maintained through one or more blanket policies):

(I) commercial general liability insurance relating to Landlord's ownership of the Building and Building Common Areas, for personal and bodily injury and death, and damage to other's property Commercial general liability insurance, which shall be in addition to, and not in lieu of, insurance required to be maintained by Tenant. Tenant shall not be named as an additional insured on any commercial general liability insurance policy maintained by Landlord; and

(2) all risk or fire insurance (including standard extended coverage) relating to the Building and Building Common Areas, Cooler Equipment and HY AC System (but excluding Tenant's trade fixtures, furniture, goods, supplies, furnishings, all personal property, inventory, and any alterations, additions, or improvements made by or on behalf of Tenant upon the Premises), in an amount required by the holders of any Mortgages, or otherwise reasonably determined by Landlord.

C. During the term of this Lease, Landlord may provide and keep in force rental income insurance (which may be maintained through one or more blanket policies) related to Landlord's income from the Premises. All insurance as described in Section 13.B. above shall be included as part of the Operating Expenses charged to Tenant pursuant to Section 12., including without limitation any increase in Landlord's insurance costs related to Tenant's specific use of the Premises.

D. The insurance coverage required by this Section 13. shall be written on the most current ISO CGL form, shall include contractual liability, premises-operations and products-completed operations and shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke, or fumes from a hostile fire. Any general aggregate limit shall apply on a per location basis. Such insurance shall be written on an occurrence basis and contain a standard separation of insureds provision. In the event of a casualty resulting in a claim under the insurance required by Section 13.A. (3) above, then Tenant agrees to use all proceeds from such insurance for the replacement of

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Tenant's trade fi xtures, furniture, furnish ings, all personal property, inventory, and any alterations, additions, or improvements made by or on behalf of Tenant upon the Premises. Landlord wil l be named as a loss payee with respect to alterations, additions, or improvements made by or on behalf of Tenant at the Premises.

E. Prior to the commencement of the Lease term and thereafter, at least fifteen ( 15) days prior to the expiration date of any policy required of Tenant, Tenant agrees to deliver to Landlord a certifica te evidencing the insurance coverage required of Tenant under this Lease. Said certificate shall contain an endorsement that such insurance may not be canceled, non-renewed, or materially altered except upon thi rty (30) days' prior wri tten notice to Landlord, In addition, the certificates must include an endorsement confirming that Landlord, its trustees, officers, directors, members, agents, and employees, the holders of any Mortgages, and Landlord's representatives are named as additional insureds. The policies required to be canied by Tenant pursuant to the terms of this Lease shall be issued by a stock or mutual company, licensed to do business in the State of Florida, with a rating of at least "A-:X" or better as set forth in the most current issue of Best's Insurance Reports, unless otherwise approved by Landlord.

F. In the event that Tenant fails to provide evidence of insurance required to be provided by Tenant in Section 13 .E. of this Lease within ten (10) days after Landlord's request thereof, and within thirty (30) days prior to the expiration of any such coverage, Landlord shall be authorized (but not required) to procure the required coverage with all costs thereof to be chargeable to Tenant and payable upon written invoice thereof. The limits of insurance required by this Lease, or as carried by Tenant, shall not limit the liability of Tenant or relieve Tenant of any obligation thereunder, except to the extent provided for under Section 14. below. Any deductibles selected by Tenant shall be the sole responsibility of Tenant.

G. Tenant's insurance requirements stipulated in Section 13.A. are based upon current industry standards. Landlord reserves the right to require additional coverage or to increase the insurance limits as industry standards change.

H. Should Tenant engage the services of any contractor to perform work in the Premises, Tenant will ensure that such contractor carries commercial general liability, business automobile liab ility, umbrella/excess liabi lity, worker's compensation and employers' liability coverages in substantially the same amounts as are required of Tenant under

' Section 13.A. of this Lease. Contractor wi ll name Landlord, its trustees, officers, directors, members, agents, and employees, the holders of any Mortgages, and Landlord's representatives as additional insureds. The policies required to be carried by such contractor pursuant to the terms of this Lease shall be issued by a stock or mutual company, licensed to do business in

<' the State of Florida, with a rating of at least "A-:X" or better as set forth in the most current issue of Best's Insurance Reports, unless otherwise approved by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and

1 amount of each insurance policy required under this paragraph shall be delivered to Landlord prior to the commencement of any work in the Premises. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, non-renew, or materially alter the policy without at least thirty (30) days' prior written notice to Landlord. The above requirements shall apply equally to any subcontractor engaged by contractor.

14 . WAIVER OF SUBROGATION - Landlord shall waive all rights of recovery and all causes of action against Tenant for any loss occurring to the Premises resulting from any of the perils insured against under such policy or policies of insurance carried by Landlord regardless of cause, including the negligence of Tenant, but only to the extent of

· any recovery received by Landlord under such policy or policies of insurance (or alternatively, to the extent of any recovery that could have been received under the insurance required by Section 13.B. above, if such insurance is not being carried in breach of such obligations), and Landlord will cause these policies of insurance to include an endorsement to that effect. Conversely, Tenant shall waive all rights of recovery and all causes of action against Landlord regardless of cause, including the negligence of Landlord, to the extent of any recovery received under such policy or policies of insurance carried by Tenant (or alternatively, to the extent of any recovery that could have been received under the insurance required by Section 13.A. above, if such insurance is not being carried in breach of such obligations), and Tenant will also cause these policies of insurance to include an endorsement to that effect.

15. DESTRUCTION OF, OR DAMAGE TO PREMISES

A. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction and Rent shall be accounted for as between Landlord and Tenant as of that date. If the Premises are damaged but not wholly destroyed by any such casualty, Rent shall abate in such proportion as use of the Premises has been destroyed and Landlord shall restore the Premises within one hundred eighty ( l 80) days following any such casualty to substantially the same condition as existed before the damage, whereupon full Rent shall recommence; provided, however, that if(i) the Premises are more than 50% damaged or destroyed, in Landlord's reasonable judgment, or (ii) the Premises are damaged or destroyed during the last twelve (1 2) months of the term of this Lease, or (iii) the holder of a Mortgage (as defined in Section 27. below) does not make available insurance proceeds for rebuilding or

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repair, then and in any such events, Landlord may at its option terminate this Lease by delivering notice in writing to Tenant within s ixty (60) days after the day of such occurrence.

B. Landlord shall not be required to repair any injury or damage or to make any repairs or replacements of any improvements installed in the Premises by or for Tenant. Tenant shall, at Tenant's sole cost and expense, repair, replace and restore all of Tenant's personalty, trade fixtures, equipment and fixtures, and all alterations, additions and/or improvements other than the repairs required of Landlord under this Lease.

16. INDEMNITY

A. Landlord, Landlord's agents, their respective agents, servants, employees, contractors, officers, directors, shareholders, partners, principals, lenders and each of their respective successors and assigns (disclosed or undisclosed) (each a "Landlord Indemnified Party" and collectively the "Landlord Indemnified Parties") shall not be liable to Tenant and Tenant hereby waives all claims against each Landlord Indemnified Party for any injury to or death of any person or damage or destruction of property in or about the Premises or the Project from any cause whatsoever, including, without limitation, gas, fi re, oil, electricity or leakage of any character from the roof, walls, basement or other portion of the Premises or the Project, but excluding, however, the negligence or willful misconduct of any Landlord Indemnified Party. Except as to injury to persons or damage to property the principal cause of which is the gross negligence or wi llful misconduct of a Landlord Indemnified Party, to the maximum extent permitted by law, Tenant shall indemn ify, defend and hold each Landlord Indemnified Party harmless from and against any and all losses, costs, liabilities, claims, damages, expenses, including without limitation reasonable attorneys' fees, investigation costs, remediation costs, penalties and fines, in connection therewith, arising out of: (i) any injury to or death of any person or damage to or destruction of property occurring in, on or about the Premises, or any part thereof caused by Tenant and/or or any person claiming or entering the Premises by, through or under Tenant; (ii) any Default by Tenant in the performance of any of the terms, covenants or conditions of this Lease, including without limitation Tenant's obligation to maintain the Premises pursuant to Section 11. of th is Lease, on Tenant's part to be kept, observed or perfonned; (iii) the use or occupancy, or manner of use or occupancy, of the Premises by Tenant or any person claiming or entering the Premises by, through or under Tenant, or (iv) any acts, omissions or negligence of Tenant, its sublessees, ·assignees, li censees or concessionai res or any of their respective contractors, agents, employees, guests or invitees.

B. Landlord shall defend, indemnify and save harmless the Tenant and Tenant's agents, and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed), from and against any and all losses, costs, liabilities, claims, damages, expenses (including, without limitation, reasonable attorneys' fees actually incurred), penalties or fines incurred in connection with, arising out of or resulting from: injury, including death, to any person, or damage or loss of any kind to any property caused by Landlord's negligence or willfu l misconduct, or any failure on the part of Landlord to perform its obligations under this Lease, except to the extent caused by the negligence or willful misconduct of Tenant, or its employees, contractors, agents or representatives.

C. Notwithstanding any provision of this Lease to the contrary, in no event shall either party be liable to the other for loss of business opportunity, loss of profits, loss of income, economic loss or other special or consequential losses or damages or punitive damages. The mutual waiver of consequential damages set forth in this Section 16.B. shal l survive the expiration or sooner termination of this Lease, and shall expressly apply to any holdover term hereof.

17. GOVERNMENTAL ORDERS - Tenant agrees, at its own expense, to promptly comply with all requirements of any legally constituted publ ic authority made necessary by reason of Tenant's occupancy of said Premises, inc luding but not limited to, the providing of fire extinguishers and fi re alarm systems in accordance with said requirements. Tenant agrees to comply with all requirements of the ADA and state and local law applicable to the Premises to accommodate its employees, invitees and customers and wi ll be responsible, at its own expense, for any such accommodations or alterations (which alterations wi ll be subject to Landlord's consent). Landlord agrees to promptly comply with any such requirements if not made necessary by reason of Tenant's occupancy. It is mutually agreed, however, between Landlord and Tenant, that if in order to comply with such requirements, the cost to Landlord or Tenant, as the case may be, shall exceed a sum equal to one year's Rent, then Landlord or Tenant who is obligated to comply with such requirements is privileged to terminate this Lease by giving written notice of termination to the other party, by registered mail, which termination shall become effective sixty (60) days after receipt of such notice, and which notice shall eliminate necessity of compliance with such requirement by party giving such notice, unless the party receiving such notice of termination shall, before the termination becomes effecti ve, pay to the party giving notice all costs of compliance in excess of one year's Rent, or secure payment of said sum in a manner that is satisfactory to the party giving notice.

18. CONDEMNATION - If all or any part of the Premises or Building shall be taken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date

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of taking. ln the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease a to the balance of the Premises by giving written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such an extent and nature as to substantially handicap, impede or impair Tenant's use of the balance of the Premises. 1n the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, Rent, awards or interest therein whatsoever which may be paid or made in connection therewith. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired term of this Lease or otherwise. Tenant shall have the right to claim from the condemning authority and prove Tenant's right to an award for damages related to the leasehold estate only, the unamortized trade fixtures, alterations, additions and improvements paid for by Tenant, and for its moving expenses. ln the event of a partial taking of the Premises, which does not resu lt in a termination of this Lease, the Rent thereafter to be paid shall be ratably reduced based on the amount of square footage of the Premises so taken.

19. ASSIGNMENT AND SUBLETTING - Tenant may not, without the prior written consent of Landlord, assign this Lease or any interest hereunder, or sublease the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant; provided, however, that following written notice to Landlord of such assignment, Tenant shall have the right to assign this Lease to (i) the surviving entity in any merger or consolidation involving Tenant; (ii) any entity succeeding to all or substantially all of Tenant's assets, or (iii) a corporation, partnership, or other business entity that (A) is owned or controlled by Tenant, (B) owns or controls Tenant, or (C) is under common control with Tenant (with "control" meaning the d irect or indirect possession of greater than fifty percent (50%) of the voting interests in an entity with the right to make all material business decisions) at the time of said assignment. Landlord agrees that its consent to any request of assignment or subletting shall not be unreasonably withheld; provided, however, that in lieu of Landlord's providing such consent, Landlord may elect to terminate this Lease by written notice to Tenant, in the case of an assignment or a subletting of the entire Premises, or in the case of a proposed subletting of a portion of the Premises, Landlord may elect, by written notice to Tenant, to forever remove and delete from the Premises leased to Tenant only that portion of the Premises which is the subject of a requested sublease. In no event shall Tenant have the right nor shall it be permitted to assign this Lease to another party for profit; it being understood by the parties hereto that if the Lease is assigned or if the Premises are subleased to others, then any increase in Rent over the Rent being paid by Tenant under this Lease or any extension or renewal hereof shall be payable to Landlord. Consent to one or more assignments or subleases shall not destroy or w2.ive this provision. Subtenants and assignees shall become directly liable to Landlord for all obligations of Tenant hereunder without rel ieving Tenant's liability under this Lease which shall continue notwithstanding such assignment or subletting. Tenant shall promptly reimburse Landlord for Landlord's costs and expenses, including, without limitation, reasonable attorneys' fees, in reviewing, approving or documenting any proposed assignment or subletting. Any attempted assignment or subletting made in violation of this Section 19. shall be void and of no force or effect, and shall constitute an Event of Default under this Lease.

20. DEFAULT AND REMEDIES

A. 1n the event Tenant shall fail to pay when due, any installment of Base Rent, Additional Rent or any other amount or charge required to be paid by Tenant hereunder (all of which obligations of Tenant shall bear interest at the Default Rate from the date due until paid in full) and such fai lure is not cured within seven (7) business days after written notice thereof from Landlord; or ifTenant shall Default in performing any of the covenants, terms or provisions of this Lease (other than the payment, when due, of any of Tenant's monetary obligations hereunder) or any of the rules and regulations now or hereafter reasonably establ ished and unifonnly enforced by Landlord to govern the operation of the Project and Tenant fa ils to cure such Default within thirty (30) days (or such longer period of time as may be reasonably necessary based on the nature of the Default; provided Tenant commences to cure such default during the thirty (30) day period); or if there shall occur any event described as an Event of Default by Tenant under this Lease; or if Tenant shall abandon or vacate the Premises; provided, however, ifTenant vacates the Premises, Tenant shall provide Landlord with thirty (30) days' advance written notice of such intent to vacate, and Tenant shall not be deemed to be in default hereunder so long as Tenant ful ly complies with each ofTenant's obligations in accordance with the terms of this Lease, including but not limited to, the timely payment of all rent, proper maintenance of the Premises and retention of the required insurance coverages and amounts; or if Tenant or any guarantor of Tenant's obligations shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or admit that it cannot meet its financial obligations as they become due; or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant's obl igations; or Tenant shall make a transfer to defraud creditors or shall make an assignment for the benefit of creditors; or Tenant shall do or permit to be done any act which results in a lien being fi led against the Premises or Building, which lien is not removed or bonded over in accordance with Florida law within seven (7) days after written notice thereof by Landlord to Tenant or such shorter period as required by the holder of any Mortgage; then, and in any of said events (referred to herein as a "Default" or "Event of Default"), Landlord, at its option may pursue any one or more of the remedies set forth in Section 20.B. without any notice or demand whatsoever. Landlord shall only be obligated to give written notices of Default and

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opportunity to cure to Tenant two (2) times in any period of twelve ( 12) consecutive months in the event of the reoccurrence of any Default.

B. Upon the occurrence of an Event of Default as described in Section 20.A., Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease:

(I) Commence dispossessory proceedings with or without the termination of this Lease. In the absence of Landlord's electing to terminate the Lease, Tenant shall remain liable for the payment of all Rents accruing after any writ of possession as to the Premises is issued to Landlord.

(2) Commence proceedings against Tenant for all amounts owed by Tenant to Landlord, whether as Base Rent, Additional Rent, damages or otherwise.

(3) Terminate the Lease, in which event Tenant shall immediately surrender the Premises to Landlord. Landlord may declare to be due and payable immediately the amount of all loss and damage which Landlord may suffer by reason of the termination of the term under this Section 20. or otherwise which loss and damage shal l include, without limitation, an amount which, at the date of the termination, represents the present value, as computed using an eight percent (8%) per annum discount rate, of the excess, if any, of (i) the Base Rent, Additional Rent and all other amounts which would have otherwise been payable hereunder during the remainder of the term of this Lease over (ii) the aggregate reasonable net rental value of the Premises for the same period, after deducting all expenses expected to be incurred in re­ letting the Premises. Upon the acceleration of such amounts, Tenant agrees to pay the same at once, in addition to al l Base Rent, Additional Rent and all other amounts theretofore due; provided, however, that such payment shall not constitute a

.; penalty or forfeiture, but shall constitute liquidated damages for Tenant's fai lure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's actual damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof).

: 1 (4) Upon any termination of Tenant's right to possession only, without termination of•he Lease, Landlord may, at Landlord's option, enter into the Premises, remove Tenant's signs and other evidences of tenancy, and take and hold possession thereof as provided below, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation, including Tenant's obligation to pay Rent hereunder for the full term of the Lease. In any such case, Landlord may relet the Premises on behalf of Tenant for such term or tenns (which may be greater or less than the period which would otherwise have constituted the balance of the term of the Lease) and on such terms and conditions (which may include concessions of free rent and alteration, repair and improvement of the Premises) as Landlord, in its sole discretion, may determine and receive directly the Rent by reason of the reletting. Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises. Tenant further agrees to reimburse Landlord upon demand for any expenditures made by it for remodeling or repairing in order to relet the Premises and for all other expenses incurred in connection with such reletting (including without limitation attorney's fees and brokerage commissions). Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for failure to rel et the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any Rent due upon such reletting. No such refusal or failure shall operate to relieve Tenant of any liability under th is Lease. Tenant shall instead remain liable for all Rent and for all such expenses.

(5) Do or cause to be done whatever Tenant is obligated to do under the terms of this Lease, in which case Tenant agrees to reimburse Landlord on demand for any and all costs or expenses which Landlord may thereby incur plus and administrative fee of fifteen percent (15%) of such costs. Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant's obligations under this Section 20., whether caused by the negligence of Landlord or otherwise.

(6) Enforce the performance of Tenant's obligations hereunder by injunction or other equitable relief(which remedy may be exercised upon any breach or Default or any threatened breach or Default of Tenant's obligations hereunder).

(7) Tenant and Landlord waive any right to trial by jury or to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, between landlord and tenant arising out of this lease or any other instrument, document, or agreement executed or delivered in connection herewith or the transactions related hereto.

21. REMOVAL OF FIXTURES

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A. Tenant shall , at its sole cost and expense and prior to the expiration of the term of this Lease or any extension thereof, remove all fixtures and equipment which Tenant has placed in the Premises; provided, however, that Tenant shall not remove: (i) air condi tioning, air venti lating and heating fixtures; (ii) lighting fixtures; (iii) dock levelers; (iv) carpeting; and (v) any other fixtures that Landlord elects to keep on the Premises. Upon removal of said fi xtures and equipment, which Tenant is allowed to remove as set forth in the preceding sentence, Tenant shall repair at its sole cost and expense all damage to the Premises caused by such removal.

B. Any fixtures and equipment not removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims against Landlord for any damages resu lting from Landlord's retention and di sposition of such property.

22. RIGHT OF LANDLORD TO ENTER PREMISES - Without any abatement of Rent, Landlord and its agents, employees and independent contractors shall have the right to enter the Premises with 24 hour notice and during business hours as Landlord deems reasonably necessary or desirable for any one (1 ) or more of the following purposes: (i) to inspect and examine same, (ii) to make such repairs, additions, alterations, and improvements as Landlord desires to make to the Building and/or the Building Common Areas or common faci lities thereof so long as such work does not unreasonably interfere with the ordinary commercial operations of Tenant, (iii) to exhibit said Premises to prospective purchasers or lenders, and (iv) to exhibit said Premises to prospective tenants during the last twelve (12) months of the tem1 of this Lease or at any time that Tenant is in Default. Except in the event of an emergency, Landlord agrees to provide to Tenant reasonable prior oral notification of any such entry, and to use reasonable efforts to minimize any interference with Tenant's normal business operations. In the event of emergency ifTenant is in Default hereunder, or if otherwise necessary to prevent injury to person or damage to property, such entry to the Premises may be made by force without any liability whatsoever on the part of Landlord for damage resulting from such forcibl e entry.

23. EXTERIOR SIGNS -

A. Tenant shall place no signs upon the outside walls or roof of the Premises except with the written consent of the Landlord; provided the signage depicted on EXHIBIT "G" is hereby approved by Landlord. Further, Tenant shall place no signs, either permanent or temporary, upon surrounding property. Any and all signs placed on the Premises by Tenant shall be designed and maintained in accordance with the specifications and rules and regulations governing such signs. Tenant shall be responsible to Landlord for any damage caused by the installation, use or maintenance of said signs, and Tenant agrees upon removal of said signs to repair all damage incident to such removal. At the Landlord's discretion, Tenant shall remove said sign at its sole cost and expense upon termination of this Lease. Landlord and Tenant further agree that Tenant, at its sole cost and expense and by utilizing a sign contractor reasonably acceptable to Landlord, shall design and fabricate the sign to be placed upon the Premises. Tenant shall also be solely responsible for any associated installation costs. The sign contractor shall be licensed, reputable and experienced in sign contractor in the Miami metropolitan market.

B. Landlord further agrees that so long as Tenant's sign panel compl ies with the requirements of city or county ("Governmental") permitting requirements and any applicable association signage requirements, Landlord shall not unreasonably withhold its approval of Tenant's signs and shall reasonably assist Tenant in obtaining any required Governmental and association approvals.

C. Landlord reserves the exclusive right to modify, from time to time, any applicable sign criteria; provided, however, that said modifications to the sign criteria shall not apply to signs that were approved prior to the date of said modifications.

24. CARDfNG FOR RENT OR SALE - Landlord may card the Building or Premises "For Sale" at any time during the term of this Lease, and the Premises "For Rent" during the last twelve {1 2) months of the term of this Lease term or at any time that Tenant is in Default.

25. EFFECT OF TERMfNATION OF LEASE - All obligations of Tenant hereunder not fully performed as of the expiration or termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, including, without limitation, all payment obligations with respect to Rent, and Operating Expenses and all rights, obligations and indemnities in favor of Landlord.

26. SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES

A. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgage, deed to secure debt, deed of trust, ground lease or other instrument in the nature thereof (herein called "Mortgage") which may now or hereafter affect Landlord's fee title to the Premises and/or Building; provided, however, that if the holder

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of any Mortgage elects to have this Lea e prior to the lien of such holder's Mortgage, and gives written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents, including a Subordination , Non-Disturbance and Attomment Agreement in commercially reasonable form which may be required by the holder of a Security Deed for the purpose of subj ecting and subordinating this Lease to the lien of any such Security Deed. If the holder of any such Security Deed shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease, Tenant shall , at the request o f such holder, attom to and recognize such successor as Tenant's Landlord under this Lease. Tenant shall promptly execute and deliver any instrument that may be necessary to evidence such attomment. Upon Tenant's written request, Landlord will ask the holder of any Security Deed affecti ng the Premises to execute a non­ disturbance agreement in favor of Tenant; subject, however, to the conditions reasonably requested by the holder of such Mortgage as a prerequisite to the execution of such agreement.

B. Tenant shall upon request from Landlord at any time and from time to time execute, acknowledge and deliver to Landlord a written statement certifying as follows: (i) that this Lease is unmodified and in full force and effect (or if there has been modification thereof, that the same is in full force and effect as modified and stating the nature thereof); (ii) that to the best of its knowledge there are no uncured Defaults on the part of Landlord (or if any such Default exists, the specific nature and extent thereof); (iii) the date to which any Rent and other charges have been paid in advance, if any; and (iv) such other matters as Landlord may reasonably request.

C. If Landlord notifies T enant of the existence of any Mortgage with respect to the Premises, Tenant agrees that its will not exercise any right to terminate this Lease, to claim a partial or total eviction, or to reduce any Rent payments hereunder on account of any act or omission by Landlord or any other occurrence, un less the situation remain unremedied after Tenant has notified the holder of such Mortgage, in writing, of such act, omission or occurrence, and given the holder of such Security Deed a reasonable opportunity to remedy the situation.

27. NO ESTATE rN LAND - This contract shall create the relationship of Landlord and Tenan t between the parties hereto; no estate shall pass out of Landlord. Tenant has only a usufruct, not subject to levy and sale, and not assignable by Tenant except by Landlord's consent.

28. CONSTRUCTION OF THIS AGREEMENT - No failure of Landlord to exercise any power given Landlord hereunder, or to insist upon strict compl iance by Tenant with its obligation hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord's right to demand exact compl iance with the terms hereof. Time is of the essence of this Lease.

29. HOLDrNG OVER - If Tenant remains in possession of the Premises after expiration of the term hereof, without Landlord's acquiescence and without any express agreement of the parties, Tenant shall be a tenant at sufferance at a Rent rate equal to One Hundred Fifty Percent (150%) of the Rent rate in effect at end of Lease; and there shall be no renewal of this Lease by operation of law.

30. ATTORNEYS' FEES AND HOMESTEAD - If any Rent owing under this Lease is collected by or through an attorney at law, Tenant agrees to pay fifteen percent (15%) thereof as attorneys ' fees, as well as all court costs, filing fees or other out of pocket charges incurred by Landlord in connection with such attempted collection. Tenant waives all homestead rights and exemptions , which he may have under any law as against any obl igation owing under this Lease. Tenant hereby assigns to Landlord its homestead and exemption.

3 1. ENVIRONMENT AL REQUIREMENTS

A. Tenant has fu lly and accurately completed Landlord's Pre-Leasing Environmental Questionnaire ("Environmental Questionnaire") attached hereto as EXHIBIT "D" and incorporated herein by reference. Tenant hereby represents, warrants and covenants that except for the Permitted Hazardous Materials (defined below), which Tenant shall be permitted to handle and store in strict compliance with all Environmental Requirements (defined below) and all terms and conditions of this Lease, Tenant will not handle or store any "Hazardous Materials" (as defined below) in, on, under or about the Premises and/or Proj ect. Tenant further represents, warrants and covenants that (except for the handling and storage of the Permitted Hazardous Materials in accordance with the terms hereof), Tenant shall not cause or permit any Hazardous Materia ls to be brought upon, placed, stored, manufactured, generated, blended, handled, recycled, disposed of, used or released on, in, under or about the Premises and/or Project by Tenant or its agents, employees, contractors, subcontractors , subtenants, assigns or invitees. Tenant shall keep, operate and maintain the Premises in full compliance with all Environmental Requirements (as defined below). "Permitted Hazardous Materials" shall mean (i) those chemicals or materials, and their respective quantities listed on the Environmental Questionnaire, (ii) chemicals contained in commercially standard products used by Tenant in de minimis quantities for routine cleaning and maintenance of floors,

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bathrooms, windows, kitchens, and administrative offices on the Premises; and (iii) chemicals contained within pre­ packaged retai l and who lesale consumer or commercial products in the manufactu rer's packaging ( which packaging generally cons ists o f containers or buckets up to 5 gallons and drums of up to 55-gallons, but occasionally involves "totes" of up to 330 gallons) which products shall not be opened, used, mixed or otherwise made subject to use at the Premises or Project.

B. Notwithstanding anything to the contrary herein (and without limiting the general ity of any other requirements or obligations of Tenant set forth herein), (i) Tenant shall not bring to the Premises any materials that requ ire "H-occupancy" storage; (ii) Tenant shall not bring to the Premises any materials that require additional fire protection; (i ii) all storage of corrosive materials shall be performed by physically segregating acids from caustics; (iv) any incompatible materials shall be segregated in accordance with appl icable Environmental Requirements (including all EPA guidelines); (v) in no event shall Tenant be permitted to use, store or generate any chlorinated solvents, chlorinated solvent products, radioactive materials (including, without limitation, products containing or consisting of trichloroethylene, tetrachloroethylene, trichloroethane, methylene chloride or carbon tetrachloride) or hazardous wastes in, on, under or about the Premises and/or Project without the prior written consent of Landlord (in Landlord's sole and absolute discretion); and (vi) Tenant shall, at Tenant's sole costs and expense, obtain and maintain "spill kits" throughout the Premises for the purpose of responding to any spi ll or release of Hazardous Materials.

C. The term "Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules, codes, j udgments, permits, authorizations, orders, policies or other similar requirements of any governmental authority, agency or court regu lating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without limitation, the fo llowing: the Comprehensive Environmental Response, Compensation and Liabi lity Act; the Resource Conservation and Recovery Act; the C lean Air Act; the Clean Water Act; the Toxic Substances Control Act and all state and local counterparts thereto, and any common or civil law obligations including, without limitation, nu isance or trespass, and any other requirements of this Lease. The term "Hazardous Materials" means and includes any substance, materia l, waste, pollutant, or contaminant that is or could be regulated under any Environmental Requirement or that may adversely affect human health or the environment, including, without limitation, any solid or hazardous waste, hazardous substance, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, synthetic gas, polychlorinated biphenyls (PCBs), and radioactive material). For purposes of Environmental Requirements, to the extent authorized by law, Tenant is and shall be deemed to be the responsible party,

.· includ ing without limitation, the "owner" and "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and the wastes, by-products, or res idues generated, resulting, or produced therefrom.

D. Without limiting the generality of Tenant's obligation to comply with laws as otherwise provided in th is Lease, Tenant shall, at its sole cost and expense, comply with a ll present and future Environmental Requirements. Tenant shall obtain and maintain any and a ll necessary government permits, licenses, certifications and

,. ' approvals appropriate or required for the use, handling, storage, and disposal of any Hazardous Materials used, stored, , transported, or handled by Tenant on the Premises or Project. Landlord shall have a continuing right, without obl igation, to require Tenant to obtain, and to review and inspect any and all such permits, licenses, certifications and approvals, together with copies of any and all Hazardous Materials management plans and programs, any and all Hazardous Materials risk management and po llution prevention programs, and any and all Hazardous Materials emergency response and employee training programs respecting Tenant's use of Hazardous Materials.

E. Unless Tenant is required by law to give earlier notice to Landlord, Tenant shall notify Landlord in writing as soon as possible but in no event later than five (5) days after (i) the occurrence of any spill , discharge, leak, seep or any other release of any Hazardous Material on, under, from or about the Premises or Project (to the extent either (x) that the nature of such event, based on quantity, type of material or any other relevant factors, is such that reporting the same to a governmental authority is required by any applicable Environmental Requirements (such an event shall be referred to as "reportable" for purposes of this Lease), or (y) such event is not promptly remediated in full by Tenant such that there is no impact to the Premises, Building or Project; or (ii) Tenant becomes aware of any regulatory inquiries, inspections, investigations, directives, or any cleanup, compliance or abatement proceedings (including any threatened or potential investigations or proceedings), or claims by any third parties relating to any Hazardous Materials in, on, under, from or about the Project or Premises. Landlord shall have the right to appear at and participate in, any and all legal or other administrative proceedings concerning the re lease of any Hazardous Materials on, under, from or about the Premises or Project.

F. If any reportable spill, discharge, leak, seep or any other release of any Hazardous Material on, under, from or about the Premises or Project shall occur, in addition to noti fying Landlord as specified herein, Tenant, at its own sole cost and expense, shall (i) immediately comply with any and all reporting requi rements imposed pursuant to any

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and all Environmental Requirements, (i i) provide a written certification to Landlord indicating that Tenant has complied with all applicable reporting requirements, (iii) take any and all necessary investigation, corrective and remedial action in accordance with any and all appl icable Environmental Requirements, uti lizing an environmental consultant approved by Landlord, and (iv) take any such additional investigative, remedial and corrective actions as Landlord shall in its sole discretion deem necessary. Landlord may, as required by any and all Environmental Requirements, report the unauthorized spill, discharge, leak, seep or any other unauthorized release of any Hazardous Material to the appropriate regulatory agencies identifying the Tenant as the responsible party. Tenant shall deliver to Landlord copies of all administrative orders, notices, demands, directives or other communications directed to Tenant from any governmental authority in respect of any release, discharge, or spill of any Hazardous Material on, under, from, or about the Premises or Project, together with copies of all investigation, assessment, and remediation plans and reports prepared by or on behalf of Tenant in response to any such regulatory order or directive. Tenant shall deliver to Landlord copies of all administrative orders, notices, demands, directives or other communications directed to Tenant from any governmental authority in respect of any release, discharge, or spi ll of any Hazardous Material on, under, from, or about the Premises or Project, together with copies of all investigation, assessment, and remediation plans and reports prepared by or on behalf of Tenant in response to any such regulatory order or directive.

G. Landlord may separately engage its own environmental consultant or consultants at Landlord's expense to investigate and advise Landlord respecting any release, discharge, or spill of Hazardous Materials on, under, from, or about the Premises or Proj ect, or to independently investigate any regulatory inquiries, directives, or investigations regarding Tenant's use, handling, storage, or disposal of Hazardous Materials; provided, however, that ifTenant is found to have breached the terms of this Section 32. and failed to cure within any appl icable cure period, then Tenant shall reimburse Landlord for the reasonable cost of such investigation. Tenant shall not conduct any invasive environmental testing or investigation (including, without limitation, any testing of any soi ls) on or about the Project without obtaining Landlord's prior written consent, and any investigations or remediation on or about the Project shall be conducted only by a consultant approved in writing by Landlord and pursuant to a work letter approved in writing by Landlord.

H. Notwithstanding anything to the contrary contained herein, Landlord shall have the right (but not the obligation) to enter upon the Premises and cure any non-compl iance by Tenant with the terms of this Section 32. or any Environmental Requirements, the full cost of which shall be deemed to be rent and shall be due and payable by Tenant to Landlord immediately upon demand.

I. If any information provided to Landlord by Tenant on the Hazardous Materials List, or otherwise relating to information concerning Hazardous Materials is fa lse, incomplete, or misleading in any material respect, the same shall be deemed an Event of Default by Tenant under this Lease.

J. Upon termination of this Lease, Tenant, at its own cost and expense and in compliance with all Environmental Requirements, shall cause any and all Hazardous Materials stored on, under, upon or about the Premises or Project to be removed from the Premises. Upon prior notice and approval by the Landlord, Tenant shall, at is own cost and expense and in compl iance with all Environmental Requirements, remove any contaminated equipment, furnishings, and fixtures from the Premises including any and all Hazardous Materials storage containers and faci lities from the Premises.

K. Without limiting in any way Tenant's obl igations under any other provision of this Lease, Tenant and its successors and assigns shal l indemnify, protect, defend and hold the Landlord Indemnified Parties harmless from any and all claims, judgments, damages, penalties, enforcement actions, taxes, fines, remedial actions, liabilities, losses, costs and expenses (including, without limitation, actual attorneys' fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) including, without limitation, damages arising out of the diminution in the value of the Premises or Project or any portion thereof, damages for the loss of the Premises or Project, damages arising from any adverse impact on the marketing of space in the Premises or Project, and sums paid in settlement of claims, which arise during or after the Lease Term in whole or in part as a result of the presence or suspected presence of any Hazardous Materials, in, on, under, from or about the Premises or the Project and/or other adj acent properties due to the activities, or failures to act (including, without limitation, Tenant's fa ilure to report any spill or release to the appropriate regulatory agencies) of Tenant or its agents, employees, contractors, shareholders, partners, invitees, subtenants or assignees, on or about the Premises or Project. Notwithstanding the foregoing, Tenant shall not be responsible to indemnify the Landlord Indemnified Parties under this Section 32. to the extent any of the claims, judgments, damages, penalties, enforcement actions, taxes, fines, remedial actions, liabilities, losses, costs and expenses (including, without limitation, actual attorneys' fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs) described herein are caused by the negligence or willful misconduct of any of the Landlord Indemnified Parties, nor shall Tenant otherwise be liable under this Section 32. for Hazardous Materials which are present in the Building as of the date Tenant first enters or occupies any portion of the Premises, unless and to the extent exacerbated, released, disturbed, generated, used or transported by Tenants, its agents, employees, contractors, subtenants, affi liates, consultants, customers,

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assignees, licensees or invitees, or to the extent caused or exacerbated by the negligence or willful misconduct of Landlord or any of the other Landlord Indemnified Parties.

32. OTICE; TIME PERIODS.

A. Any notice or other communication under this Lease shall be in writing and addressed to Landlord or Tenant at their respective addresses specified at the beginn ing of this Lease, or to such other address as either may designate by notice to the other. Each notice or other communication shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a receipt, and shall be deemed received on the day of actual receipt by the intended recipient or on the business day deli very is refused.

B. Tenant hereby appoints as its agent to receive service of all dispossessory or distraint proceedings and notices thereunder, and all notices required under this Lease, the person in charge of the Premises at the time, or occupying said Premises; and if no person is in charge of, or occupying said Premises, then such service or notice may be made by attaching the same on the main entrance to said Premises. A copy of all notices under this Lease shall also be sent to Tenant's last known address, if different from said Premises.

C. All time periods in this Lease shall be deemed to refer to calendar days unless the time period specifically references business days. There shall be an extension of time for the performance of any act under this Lease to the next business day ifthe last date on which to perform such act fa lls on a Saturday, Sunday, national holiday or a state holiday in the state where the Premises are located.

33. EXCULPATION OF LANDLORD - The obligations contained in this Lease to be performed by Landlord shall be binding on Landlord and its successors and assigns, only during their respective periods of ownership. Tenant further agrees that Landlord's obligations and liability to Tenant with respect to this Lease shall be limited solely to Landlord's equity interest in the Premises, and Tenant shall look solely to such interest for the satisfaction of any claim, judgment or decree requiring the payment of money by Landlord based on any Default under this Lease, and no other property or assets of Landlord, its affiliates, successors, partners, shareholders, subsidiaries, or assigns, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any such claim, judgment, injunction or decree.

34. DEFINITIONS - The term "Landlord" and "Tenant" includes male and female, singular and plural, corporation, partnership or individual, as may fit the particular parties. If this Lease shall be validly ass igned or the Premises validly sublet, the term "Tenant" shall include such assignee or sublessee, as to the Premises covered by such assignment or sublease.

35. BROKERS - Tenant and Landlord each represents and warrants to the other that no real estate broker, agent, commission salesman, or other person other than VIVO GROUP, which has represented Tenant, and TRANSWESTERN, which has represented Landlord, in the negotiations for and procurement of this Lease and of the Premises, and that no commissions, fees or compensation of any kind are due and payable in connection herewith to any real estate broker, agent, commission salesman or other person (even including the broker or other person or firm excluded above from the Tenant's warranty of no broker) except if and only as may be provided in a separate written commission agreement signed by the party against whom the commission or compensation is charged. Each party agrees to indemnify and hold the other hereunder harmless from and against any claim for any such commissions, fees or other form of compensation by any such third party claiming through the indemnifying party, including, without limitation, any and all claims, causes of action, damages, costs and expenses (including attorneys' fees), associated therewith.

36. SEVERABILITY AND INTERPRETATION - If any clause or provision of this Lease shall be deemed illegal, inval id or unenforceable under present or future laws effective during the tenn of this Lease, then and in that event, the remainder of th is Lease shall not be affected by such illegality, invalidity or unenforceability. Should any of the provisions of this Lease require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms of any such provision shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed most strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Lease. The captions used in this Lease are for convenience only and shall be considered to be of no effect in the construction of any provision of this Lease. In the event that any time period under this Lease shall expire on a Saturday, Sunday or legal ho liday, then the date of expiration of such period shall be extended to 5:00 p.m. E.S.T. on the next succeeding business day.

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I

37. GOVERNrNG LAW - The laws of the State of Florida shall govern the interpretation, validity, performance and enforcement of this Lease.

38. EXECUTION AND PUBLIC RECORDS - This Lease may be executed in any number of counterparts, each of which shall be deemed an original and any of which shall be deemed to be complete in itself and may be introduced into evidence or used for any purpose without the production of the other counterparis. No modification or amendment of this Lease shall be binding upon the parties unless such modification or amendment is in writing and signed by Landlord and Tenant. Without the prior written consent of both parties, neither this Lease nor any memorandum hereof shall be recorded or placed on public record.

39. SUBMISSION OF LEASE - The submission of this Lease for examination does not constitute an offer to lease and this Lease shall be effective only upon execution hereof by Landlord and Tenant and upon execution of any required Lease guaranty attached hereto.

40. ENTIRE AGREEMENT - This Lease contains the entire agreement between the parties hereto and no representation or warranty or agreement, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No modification, amendment or alterations of this Lease shall be effective unless same shall be in writing and signed by Landlord and Tenant. If any special stipulations are attached to this Lease, then insofar as such stipulations conflict with any of the foregoing provisions, the stipulations shall control.

43. PARKING AREAS - The automobile parking areas, consisting of no less than I parking spot per 1,000 square feet of the Premises, as shown on the Site Plan, are for the common use of all tenants of the Building and may be used on a "first come first served" basis. Tenant shall at all times comply with all Laws respecting the use of the parking areas. Landlord reserves the right to adopt, modify, and enforce reasonable rules and regulations governing the use of the parking areas from time to time including designation of assigned parking spaces, requiring use of any key-card, sticker, or other identification or entrance systems and charging a fee for replacement of any such key-card sticker or other item used in connection with any such system and hours of operations. Landlord may refuse to permit any person who violates such rules and regulations to park in the parking areas, and any violation of the rules and regulations shall subject the car to removal from the parking areas. Unless specified to the contrary above, the parking spaces provided hereunder shall be provided on an unreserved, "first-come, first served" basis. Tenant acknowledges that Landlord has arranged or may arrange for the parking areas to be operated by an independent contractor, not affiliated with Landlord. All motor vehicles (including all contents thereof) shall be parked in the parking areas at the sole risk of Tenant and such person, it being expressly agreed and understood Landlord has no duty to insure any of said motor vehicles (including the contents thereof), and Landlord is not responsible for the protection and security of such vehicles. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY PROPERTY DAMAGE OR LOSS WHICH MIGHT OCCUR ON THE PARKING AREAS OR AS A RESULT OF OR IN CONNECTION WITH THE PARKING OF MOTOR VEHICLES IN ANY OF THE PARKING SPACES.

44. RADON GAS - Pursuant to F.S. 404.056(8), Tenant is hereby notified that radon is a naturally occurring radioactive gas that, when it has accumulated in a b.uilding in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels ofradon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

45. OFAC COMPLIANCE I PATRIOT ACT. Tenant represents and warrants that (a) neither Tenant nor any person or entity that directly or indirectly owns an interest in it nor any of its officers, directors, or managing members is a person or entity (each, a "Prohibited Person") with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OF AC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (the "Executive Order") signed on September 24, 2001 and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"), or other governmental action, (b) Tenant's activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the "Money Laundering Act") (i.e., Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act"), and (c) throughout the Term of this Lease Tenant shall comply with the Executive Order, the Money Laundering Act, and the Patriot Act.

46. LIENS I NOTICE OF NON-RESPONSIBILITY. Tenant shall pay promptly when due all charges for labor and materials in connection with any work done by or for Tenant or anyone claiming under Tenant. Tenant shall remove, by payment, bonding or otherwise, within seven (7) days after its receipt of written notice thereof, all liens placed

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on the public record or in any way against Landlord's interest (or the fee owner's interest, if different than Landlord) in the Premi es, the Building or the Land Lot (as defined in Section I herein) resulting from any act of Tenant or from labor or materials being alleged to have been supplied at the request of Tenant or anyone claiming under Tenant, fail ing which Landlord may remove such lien and collect all expenses incurred from Tenant as Additional Rent, including an administrative fee of Twenty Percent (20%) of the amount of the lien. ln addition to any other indemnification set forth in thi Lease, Tenant shall protect, defend, save harmless and indemnify Landlord and any fee owner of the Premises, Building or Land Lot (if different from Landlord) from and against all losses, costs, claims, liabilities, injuries, expenses (including legal fees), lawsuits and damages arising out of any lien described above. NOTICE IS HEREBY GIVEN THAT LANDLORD IS NOT AND SHALL NOT BE LlABLE FOR ANY LABOR, SER VICES, MATERlALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING THE LEASED PREMISES OR ANY PART THEREOF, AND THAT NO CONSTRUCTION OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD (OR ANY FEE OWNER) IN AND TO THE PREMISES, THE BUILDING OR THE LAND LOT. ALL MATERIALMEN, CONTRACTORS, LABORERS, OR OTHER PERSONS FURNISHING ANY SERVICES OR MATERlALS TO TENANT ARE HEREBY NOTIFIED THAT THEY MUST LOOK EXCLUSIVELY TO TENANT TO OBTAIN PAYMENT FOR SAME. TENANT SHALL DELIVER WRITTEN NOTICE OF THE PROVISIONS OF THIS SECTION TO ALL PERSONS PERFORMING WORK IN THE PREMISES. Pursuant to Florida Statutes 713.10, it is the intent of the parties hereto that Landlord's interest (or the fee owner's interest, if different than Landlord) in the Premises, the Building and the Land Lot, shall not be subject to any liens filed because of or arising from Tenant's failure to make payments in connection with any buildings or improvements installed or constructed on the Premises. Nothing contained in this Lease shall be construed to confer upon any party, including without limitation, materialmen and contractors, the right to file a mechanic's or materialmen's lien or other lien or any claim related thereto, nor to perform any labor or to furnish any materials for the account of Landlord in respect to the construction of any improvements, alterations or repairs to the Premises, the Building or the Land Lot by Tenant, its employees, agents or contractors.

47. FIRST (1 st) FIVE (5) YEAR RENEWAL OPTION. Provided this Lease is in full force and effect at the expiration of the original Sixty-Three (63) month term of this Lease, and provided that Tenant is not then in Default, the original term shall be extended at the option of Tenant (the "Renewal Option") for an additional period of Sixty (60) months (the "Extended Term") then next ensuing and immediately following the expiration of the original term on the same tenns,

.• covenants and conditions as herein set forth, except that the Renewal Option provided for by this Section shall not be part "; of the Lease during the Extended Term. The annual Base Rent during the Extended Term shall be the then "Market Rent"

for comparable space in the area as reasonably determined by Landlord by taking into account, among other things, the location of the Premises, quality of construction, stacking height, quality and type of paving, sprinkler system, bay sizes,

•' landscaping, age of improvements, and comparable obligations of Landlord, Tenant shall give Landlord 6 months' written notice :-irior to the expiration of the original term of Tenant' s desire to exercise the Renewal Option and Tenant's fai lure to timely exercise the Renewal Option shall result in a waiver of such Renewal Option, it being specifically acknowledged by Tenant that time is of the essence with regard to the Renewal Option; provided further, that the Renewal Option provided · for herein shall be terminated if and when this Lease is terminated, or if and when the Tenant is in Defaul1 hereunder at any time. As of the commencement of each Extended Term, Landlord shall recover the floors, and repair the walls in the entire office area with the same quality materials instal led in the initial Tenant Finishes as part of the Landlord's Delivery Obligations.

48. Condition Precedent. Tenant and Landlord acknowledge that there is an ex isting tenant occupying the Premises through September 30, 2016. Landlord's obligations under this Lease are expressly conditioned upon the existing tenant surrendering and vacating the Premises.

[Signatures Commence on Following Page]

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rN WITNESS WH EREOF, the partie herein have hereunto set their hands and seals the day and year first above written.

Signed, sealed and delivered as of the 12_ ~y of -.£~n13er, 2016, as to Landlord, in the presence of: C<!.. TOt3!:~

Signed, sealed and delivered as of the _ day of September, 2016, as to Tenant, in the presence of:

LANDLORD:

LIT fNDUSTRIAL LIMITED PARTNERSHIP, a Delaware limited partnership

By: LIT Holdings GP, L.L.C. , a Delaware limited liabi lity company, its sole general partner

By: Lion Industrial Properties, L. P.,

By:

By:

a Delaware limited partnership, its sole member

LIT GP Sub, LLC, a Delaware limited liabi lity company, its sole general partner

Lion industrial Trust, a Maryland real estate investment trust, its sole member and manager

By: --~---=---h----=--...'rt~~Y~=--..l..---lo:::..._:~4-.1..~ Name: Title: Senior Vice President

TENANT:

COLOUR REPUBLIC, LLC, a Florida limited liabi lit

By: _ _ .....c.:::;:7,;:\-.!.____::::::::~~~,,./..=::;:~-- Name:_7"""=1-~¥'-!..../f'-l.£;f---':::..-7'""""-'=:..J..._=-..::.... _ __ _ Title: __ ,,.,,_ -1:,,,_,f't":-zf-''-Tl---t-.f-+-F------- --

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EXHlBIT "A" EXHIBIT "A-1" EXHIBIT "B" EXHIBIT "C" EXHIBIT "D" EXHIBIT "E" EXHIBIT "F" EXHIBIT"G"

SCHEDULE 12(D)

EXHIBITS AND SCHEDULES:

Legal Description for the Property Site Plan Schedule of Landlord's Work Rules and Regulations Environmental Questionnaire Equipment List Water Chiller Signage

Additiona l Operating Expenses Exclusions

EXHIBIT "A"

Legal Description for the Property

Lots 2, 3, 4, 5, 6, 7, 8, 9, 10 all in Block 2, A D Lot l l , less the Eat l5.00 feet, also known as Parcel I , pursuant to Waiver of Plat No. 19671, al o in Block 2, of"WESTPOINT BUSINESS PARK", according to the plat thereof, as recorded in Plat Book 14 7, at Page 25, of the Public Records of Dade County, Florida.

EXHIBIT "A-1"

Site Plan

. . . I I , I I I \at_ I

- 1- --t;,i -r-- 1 I { I

I I I . . .

qi ~a .. ..., ..

~p liUll I

~i I ru! •~l• fg,. __ ...,..

t;~I ~:i: . ~ ........ * ' .. ·•1 1110 111 .......... ~ .. ~i --