PROJECT: PROBANK, I/O LANDLORD: MOON INVESTORS, LLC TENANT: PROFINANCIAL HOLDINGS, INC. or its assigns

 
PROJECT:
 
PROBANK,
      I/O
 
 
 
 

LANDLORD:
 
MOON
      INVESTORS, LLC
 
 
 
 
 

TENANT:
 
PROFINANCIAL
      HOLDINGS, INC.
 
or
      its assigns


        

        

          
        

        

MOON
      BUILDING LEASE

ARTICLE
      1. Basic
      Lease Provisions.
 


        

            
              BUILDING:

               
              The
                  street level property hereinafter described, owned by Landlord
                  as of this
                  date, at the site generally known as 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx,
                  Xxxx Xxxxxx, Xxxxxxx 00000

            

               
               
               
               
            

              DATE:
                  

               
              October
                  17, 2006.

               
            

               
               
               
               
            

              LANDLORD:
                  Moon Building 

               
               
               
            

               Investors,
                  LLC

               
              ADDRESS:
                  

              000
                  Xxxxx Xxxxxx Xxxxxx, Xxx 000

            

               
               
              CITY,
                  STATE:

              Tallahassee,
                  FL 32301

            

               
               
              CONTACT:

              Xxxxxx
                  Xxxxxx

            

               
               
              TELEPHONE:

              000-000-0000

            

               
               
              FACSIMILE:
                  

               
            

               
               
              EMAIL: 

              xxxxxxx@xxxxxxxxxx.xxx

            

               
               
               
               
            

              TENANT: 
                  ProFinancial 

               
              TRADE
                  NAME:

              ProBank

            

              Holdings,
                  Inc., or its 

               
              ADDRESS:

              000
                  Xxxxx Xxxxxx Xxxxxx Xxxxx 000

            

              assigns

               
               
              Tallahassee,
                  FL 32301

            

               
               
              CONTACT:

              Xxxxxx
                  X. Xxxxx, Esq.

            

               
               
              TELEPHONE:

              (000)
                  000-0000

            

               
               
               
               
            

              PREMISES:

               
              Entire
                  street level of Commercial Building (see attached survey), including
                  non-exclusive rights to the use of all parking located adjacent
                  to such
                  building and all easements and access rights available in connection
                  therewith.

            

               
               
               
               
            

              
              
               
              ADDRESS:
                  000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (The approximate
                  location of the premises is shown on Exhibit
                  “A” attached to
                  this Lease and made a part hereof for all
                  purposes)

            

               
               
               
               
            

              AREA:

               
              Months 
                  1-12 - 5,000 sq ft

            

               
               
              13-24
                  - 6,500 sq ft
25-36
                  - 8,000 sq ft
37-48
                  - 9,500 sq ft
49-60
                  - 12,000 sq ft

            

               
               
               
               
            

              LEASE
                  TERM:

               
              Initial
                  Term of Sixty (60) Months with a Sixty (60) Month option to renew.
                  Begins
                  on the Rent Commencement Date and ends on the Expiration Date,
                  unless
                  terminated or extended as provided in this Lease.

            

               
               
               
               
            

              LEASE
                  COMMENCEMENT DATE:

               
              The
                  date of this Lease.

            

               
               
               
            

              RENT
                  COMMENCEMENT DATE:

               
              Shall
                  be January 1, 2007

            

               
               
               
            

              EXPIRATION
                  DATE:

               
              Sixty
                  (60) Months from the first day of the first month after the Lease
                  Commencement Date.

            

               
               
               
               
            

              OPTION
                  TO RENEW:

               
              One
                  (1) option to renew for a Sixty (60) Month term. Upon renewal under
                  the
                  Option to Renew, Tenant shall pay Rent based upon One Hundred (100%)
                  Percent of the rentable square footage of the Premises.

            

               
               
               
            

              MINIMUM
                  BASE RENT:

               
              $12.00
                  per square foot of leased space, plus a Three (3%) Percent annual
                  escalation beginning on the first day of each Lease Year following
                  the
                  First Lease Year. 

            

      
 

          
1

            
          

          
 

        

            
              POSSESSION:

               
              Delivery
                  of Possession of the Premises within the meaning of this Lease
                  shall be
                  accomplished by Landlord’s delivery of keys to the Premises (“Possession”),
                  which date shall be the Lease Commencement Date.

            

               
               
               
               
            

              BUILDING
                  IMPROVEMENT: ALLOWANCE

               
              None

            

               
               
               
               
            

              TENANT’S
                  USE:

               
              Banking
                  and customary ancillary uses.

            

               
               
               
            

              REQUIRED
                  OPENING DATE:

               
              No
                  later than _______ (____) days from the Rent Commencement Date.
                  

            

               
               
               
            

              SECURITY
                  DEPOSIT:

               
              $
                  0

            

               
               
               
            

              PREPAID
                  RENT:

               
              $
                  0

            

               
               
               
            

              OPTION
                  TO PURCHASE:

               
              Tenant
                  shall have an open option to purchase the Premises which springs
                   in
                  the Twenty Fifth (25) Month of the Term. The purchase price shall
                  be as
                  follows:

            

               
               
               
            

               
               
              Months 
                  25-36 - $2,900,000

            

               
               
              37-48
                  - $3,200,000
00-00
                  - $3,500,000

            

               
               
               
               
            

               
               
              Tenant
                  shall be responsible to pay all closing costs, including a sales
                  Commission, associated with the option to purchase, if exercised.
                  If the
                  option to purchase is not exercised within Months 25-60, the option
                  to
                  purchase shall expire.

            

      
 
The
      terms
      defined in this Article 1 shall have the meaning herein indicated throughout
      this Lease unless otherwise stated. If there is any conflict between any of
      the
      provisions of this Article 1 and the other terms of this Lease, the other terms
      of this Lease shall control.

ARTICLE
      2. Demise
      of Premises.
      

Section
      1:
      Landlord
      hereby leases to Tenant, and Tenant hereby leases from Landlord in accordance
      with the terms and provisions of this Lease and subject to all matters of
      record, the Premises.

Section
      2:
      The
      "Lease
      Term"
      shall
      begin on the Rent Commencement Date and end on the Expiration Date as set forth
      in Article 1 unless terminated or extended as provided in this
      Lease.

Section
      3:
      For
      purposes of this Lease, the term "Lease
      Year"
      shall
      mean each consecutive period of twelve (12) calendar months, commencing on
      the
      first day of the calendar month immediately following the month in which the
      Rent Commencement Date occurs and each anniversary of such day. 
 
ARTICLE
      3. Rent.
      

Section
      1:
      Subject
      to Article 4 Section 2, Tenant shall, without previous demand and without any
      setoff or deduction, pay to Landlord Minimum Base Rent and all additional rent
      due hereunder for the Premises, at the address indicated in Article 1 or at
      such
      place as Landlord may from time to time designate to Tenant in writing, on
      the
      Rent Commencement Date and on the first day of each calendar month of this
      Lease
      Term thereafter as provided in Article 1. The Minimum Base Rent shall increase
      at the rate of 3% per Lease Year from the previous Lease Year’s Minimum Base
      Rent.

Section
      2:
      Tenant
      shall pay all expenses and costs of the Premises directly. This is a NET NET
      NET
      lease as described in Article 4 below.

Section
      3:
      In
      addition to the above rent, Tenant shall pay Landlord all applicable Florida
      sales taxes then in force which may be imposed on rents to be received by
      Landlord. All rent shall be paid in advance as set forth herein, without
      abatement, set off or deduction, except as otherwise provided in this
      Lease.
 

        
2

          
        

        

ARTICLE
      4. Premises
      Expenses. 

Section
      1:
      Tenant
      agrees to pay its pro-rata share of all real estate taxes and assessments,
      both
      general and special, levied and assessed against the Premises (the “Taxes”)
      during the Term of the Lease. Tenant shall pay to Landlord, monthly in advance,
      an amount equal to Tenants pro-rata share based upon Tenant occupied square
      footage of Xxxxxxxx’s estimate of Taxes for the current year. If Xxxxxx’s
      payment of Taxes with respect to any tax year is greater than the total amount
      of taxes due for such period, the excess shall be credited against the payments
      with respect to Taxes next becoming due. If Tenant’s payment of Taxes for any
      tax year is less than the total amount of taxes due for such period, Tenant
      shall pay the difference to Landlord upon demand.

Section
      2:
      Tenant
      shall pay its pro rata share based upon Tenant occupied square footage of all
      costs and expenses of maintaining the Premises including, but not limited to:
      utilities, parking lot and sidewalk sweeping, trash removal, cleaning,
      maintenance, sealing, painting, landscaping, window cleaning, and all other
      expenses to maintain the Premises. Tenant shall pay all costs to Landlord based
      upon Landlord’s monthly invoice to Tenant. If Landlord fails to properly
      maintain the building, following written notice from Tenant setting forth in
      reasonable detail the deficiencies, Xxxxxx has the right to pay said cost
      directly and obtain reimbursement from Landlord in the form of Minimum Base
      Rent
      deduction. 

Section
      3:
      Landlord
      agrees to carry policies insuring the Premises against fire, hazard, wind,
      flood
      or such other perils as are normally covered by extended coverage endorsements
      in the county where the Premises is located, in an amount equal to one hundred
      percent (100%) of the insurable value of such improvements upon such reasonable
      terms and premiums as are customary in the county where the Premises is located
      (the “Property Insurance”). Tenant shall pay to Landlord, monthly in advance, an
      amount equal to its pro rata share based upon Tenant occupied square footage
      of
      Landlord’s estimate of the premiums for the Property Insurance for the current
      Lease Year. If Tenant’s payment of premiums for the Property Insurance with
      respect to any Lease Year is greater than the total amount of such premiums
      due
      for such period, the excess shall be credited against the payments with respect
      to such premiums next becoming due. If Tenant’s payment of premiums for the
      Property Insurance for any Lease Year is less than the total amount of such
      premiums due for such period, Tenant shall pay the difference to Landlord upon
      demand.

ARTICLE
      5. Utilities.
      Tenant
      shall, pro rata based upon Tenant occupied square footage, pay charges (on
      separate meters when applicable and if available) for water, gas, garbage
      collection, sewage disposal, electricity and for other expenses associated
      with
      utilities used in connection with the Premises including, but not limited to,
      charges for air conditioning equipment and air conditioning servicing, back
      flow
      preventors, services, penalties and hook-ups. In the event Tenant fails to
      timely pay these charges Landlord may, at its sole discretion, pay these charges
      and xxxx Xxxxxx for the sums paid plus a 5% service charge, as additional rent.
      Landlord shall have no liability to Tenant for disruption of utility service
      unless (i) such disruption is caused by the gross negligence or willful
      misconduct of Landlord, (ii) such disruption continues for a period in excess
      of
      seventy-two (72) consecutive hours and (iii) such disruption materially affects
      Tenant's business operations at the Premises. In no event shall such disruption
      constitute constructive eviction or entitle Tenant to an abatement of rent
      or
      other charges except that if the Premises are untenantable for a period in
      excess of seventy-two (72) hours, the Rent shall be abated for each business
      day
      during the period of such excess. In the event that Landlord is required to
      maintain Utilities in the Premises under a master utility account in the name
      of
      Landlord, Landlord shall invoice Tenant monthly for amounts due under this
      Article.

ARTICLE
      6. Repairs
      and Maintenance.
      

Section
      1:
      Landlord
      shall keep the foundation, the outer walls, the roof, the inner demising walls
      of the Premises in good repair, except Landlord shall not be called upon to
      make
      any repairs caused by the gross negligence or willful misconduct of Tenant,
      its
      agents or employees. Landlord shall not be called upon to make any other
      improvements or repairs of any kind on the Premises. To the extent that the
      HVAC
      system services those areas of the Premises beyond the Area then rented by
      Xxxxxx, Xxxxxx agrees to share pro-rata based upon rented Area any costs and
      expenses for HVAC repair, replacement and maintenance. To this end, Xxxxxxxx
      agrees to keep and maintain in force a standard maintenance agreement with
      a
      company reasonably acceptable to Tenant on all air conditioning equipment and
      provide a copy of such maintenance agreement to Tenant. The maintenance
      agreement shall provide that the company: (i) regularly services the air
      conditioning units on the Premises at least on a quarterly basis, changing
      belts, filters, and other parts as required; (ii) performs emergency and
      extraordinary repairs on the air conditioning units; (iii) keeps a detailed
      record of all service performed on the Premises; and (iv) prepares a yearly
      service report to be furnished to Tenant at the end of each calendar year.
      Not
      later than thirty (30) days prior to the Rent Commencement Date and annually
      thereafter, Landlord shall furnish to Tenant a copy of the air conditioning
      maintenance contract described above, and proof that the annual premium for
      the
      maintenance contract has been paid.
 

        
3

          
        

        

Section
      2:
      Except
      as otherwise provided in Section 1 of this Article 6 and subject to Landlord’s
      duties under Article 4 Section 2, the Area of the Premises then rented by Tenant
      shall at all times be kept in good order, condition and repair by Tenant, and
      in
      a clean, sanitary and safe condition in accordance with all directions, rules
      and regulations of the health officer, fire marshal, building inspector or
      other
      officers of any governmental agencies having jurisdiction, all at the sole
      cost
      and expense of Tenant. To the extent commercially possible and excepting causes
      of damage for which Landlord is solely responsible for maintaining under Article
      6 Section 1, Tenant shall permit no water damage or injury to the Premises.
      Tenant shall, at its own cost and expense, maintain and take good care of and
      make necessary and governmentally required repairs, structural and otherwise,
      to
      the Area of the Premises then rented by Tenant, and all fixtures and equipment,
      including but not limited to the exterior and interior windows, doors, locks,
      entrances, signs, showcases, floor coverings, interior walls, columns and
      partitions, lighting fixtures, heating ventilating and air conditioning
      equipment and plumbing and sewage facilities. Tenant shall also be responsible
      for replacing all fixtures and equipment listed above which are stolen or
      damaged beyond repair. The Premises may be remodeled by Tenant periodically
      in
      accordance with Xxxxxx's business plan or as determined by Tenant in its sole
      discretion. Any such remodeling may include, but not be limited to, flooring,
      wallcovering, ceiling, storefront, roofline, furnishings, vault, automated
      teller machine, security systems, and night deposit box, so the Premises are
      put
      into like-new condition. Tenant also shall pay for and maintain a termite and
      pest extermination service for the Area of the Premises then rented by Tenant.
      Tenant shall not remodel any part of the exterior of the Premises including
      construction of drive-thru facility without first obtaining Landlord's written
      approval, which approval shall not be unreasonably withheld. 

ARTICLE
      7. Surrender
      of Premises.
      At the
      expiration or earlier termination of this Lease, Tenant shall surrender the
      Premises in the same condition as at the Rent Commencement Date, reasonable
      wear
      and tear, loss by fire or other unavoidable casualty not due to Tenant's
      negligence or willful act excepted. All alterations, additions, improvements
      and
      fixtures, other than trade fixtures (including but not limited to any vault,
      automated teller machine, security systems, and night deposit box and the like),
      which may be made or installed by Landlord or Tenant upon the Premises and
      which
      in any manner are attached to the floors, walls or ceilings, shall be the
      property of Landlord and at the termination of this Lease shall remain upon
      and
      be surrendered with the Premises. Any tile or other floor covering which is
      adhesively or permanently affixed to the floor of the Premises shall become
      the
      property of Landlord.

ARTICLE
      8. Signage.
      Tenant
      shall, at its own expense, install an exterior sign in a place on the Premises
      to be designated by Landlord, which sign will advertise Tenant's name or type
      of
      business. The form, color, materials, design, location and dimensions of the
      sign will be subject to Landlord's prior written approval, which shall not
      be
      unreasonably withheld, and shall comply with all applicable local governmental
      and any other regulations, laws, orders or ordinances. Tenant shall replace
      or
      repair all signage including, without limitation, all mechanical and electrical
      parts at Tenant's sole expense as necessary to maintain same in good condition
      and repair. Tenant shall, at its sole cost and expense, remove all signage
      at
      the expiration or earlier termination of the Lease Term and repair any damage
      to
      the Premises caused by the installation and removal of the signage.

ARTICLE
      9. Personalty
      of Tenant.
      

Section
      1:
      If
      Tenant does not remove all of its effects from the Premises upon expiration
      or
      earlier termination of this Lease, Landlord may, at its option, remove all
      or
      part of Tenant's effects and store them in a reasonable manner without liability
      for loss, and Tenant shall be liable to Landlord for all expenses incurred
      in
      such removal and storage of its effects. 

ARTICLE
      10. Indemnity.
      Landlord, its mortgagees and agents, shall be defended (by an attorney
      acceptable to Landlord), held harmless and indemnified by Tenant from and
      against any liability for claims, actions, costs, and damages for injuries
      or
      death to any person, or for damage, theft or loss of any property, arising
      wholly or in part from Tenant's use and occupancy of the Premises, from any
      activity, work or thing done, permitted or suffered by Tenant in or about the
      Premises, from any breach or default of this Lease, or due to any other act
      or
      omission of Tenant, its agents, contractors, employees, subtenants,
      concessionaires and invitees. All property kept, stored or maintained on the
      Premises shall be done so at the risk of Tenant only. Tenant shall be defended
      (by an attorney reasonably acceptable to Tenant), held harmless and indemnified
      by Landlord from and against any liability for claims, actions, costs, and
      damages for injuries or death to any person, or for damage, theft or loss of
      any
      property, arising from any activity, work or thing done in or about the Premises
      and caused solely by the gross negligence or willful misconduct of Landlord.
      This paragraph shall survive the termination or expiration of this
      Lease.
 

        
4

          
        

        

ARTICLE
      11. Insurance.
      

Section
      1:
      Tenant
      shall not carry any goods or conduct its business in a manner which will in
      any
      way tend to increase the insurance rates on the Premises or the building of
      which they are a part. Tenant agrees to pay as additional rent any increase
      in
      Landlord's premiums for the Property Insurance, resulting from Xxxxxx's
      activities, whether or not Landlord has consented to such activity. If Tenant
      installs any equipment that overloads any of the Premises’ utility systems,
      Tenant shall at its own expense make whatever changes are necessary to these
      systems to comply with the requirements of the insurance underwriters and
      governmental authorities having jurisdiction. Tenant shall promptly comply
      with
      the recommendations or demands made by the insurance carrier insuring the
      Premises concerning health, safety and welfare matters. If Tenant fails to
      comply, Landlord may take all steps necessary to comply with the insurance
      carrier's recommendation or demands and charge Tenant for all costs of
      compliance plus a service charge of fifteen percent (15%), as additional
      rent.

Section
      2:
      Tenant
      shall keep in effect a liability insurance policy with respect to the Premises
      and the business operated by Tenant, which policy shall be issued by an insurer
      acceptable to Landlord in its reasonable discretion and in which the limits
      of
      liability shall be not less than one million dollars ($1,000,000) for one person
      and two million dollars ($2,000,000) for more than one person in any single
      incident. Tenant shall furnish Landlord with a certificate of insurance or
      other
      acceptable evidence that such insurance is in force, and evidence that the
      premiums have been timely paid by Xxxxxx. 

Section
      3:
      All
      insurance required of Tenant in this Lease shall include (i) Landlord and
      Landlord's Managing Agent, if any, as additional insureds; (ii) a clause or
      endorsement denying the insurer any right of subrogation against Landlord and
      Managing Agent to the extent rights have been waived by Tenant prior to the
      occurrence of injury or loss; and (iii) a provision requiring the insurer to
      give Landlord thirty (30) days' notice prior to cancellation. Tenant waives
      any
      rights of recovery against Landlord and Managing Agent for injury or loss due
      to
      hazards covered by insurance, and Landlord, for itself and on behalf of Managing
      Agent, waives any rights of recovery against Tenant for injury or loss due
      to
      hazards covered by insurance.

In
      the
      event Tenant fails to purchase and maintain the insurance required herein,
      Landlord may purchase such insurance on behalf of Tenant and charge Tenant
      the
      premium for such insurance, as additional rent.

ARTICLE
      12. Garbage
      Removal.
      Tenant
      shall, pro rata based upon Tenant occupied square footage, pay charges of
      garbage removal. Dumpster shall be located in an area reasonably approved by
      the
      Landlord and reasonably accessible to Tenant.

ARTICLE
      13. Assignment,
      Sublease or Transfer.
      

Section
      1:
      Tenant
      shall not, without the prior written consent of Landlord, which consent shall
      not be unreasonably withheld or delayed, assign, encumber, dispose of, convey,
      or transfer this Lease or any interest under this Lease. Tenant shall not allow
      any assignment, subletting or other transfer of this Lease or any lien upon
      Tenant's interest by operation of law (other than by merger or any similar
      transaction) or by voluntary or involuntary bankruptcy, insolvency or
      reorganization proceedings, and if any such transfer does occur, it shall be
      governed by Section 2 of this Article 13. Xxxxxx's request for an assignment
      or
      other transfer shall be in writing to Landlord and will only be considered
      by
      Landlord if Tenant is not in default of any provision of this Lease. The Tenant
      shall have the right to freely assign the Lease to an existing entity owned
      or
      controlled by the owners of Tenant without approval of Landlord. If Landlord
      shall consent to any assignment, the assignee shall assume all obligations
      of
      Tenant under this Lease and neither Tenant nor any assignee shall be relieved
      of
      any liability under this Lease and in the event of default by the assignee
      in
      the performance of any of the terms of this Lease, no notice of such default
      or
      demand of any kind need be served on Tenant or assignee to hold it or them
      liable to Landlord. If Xxxxxx's interest in this Lease be assigned or if the
      Premises or any part thereof be sublet, Landlord may, after default by Tenant,
      collect the rent from the assignee or subtenant and apply the net amount
      collected to Minimum Base Rent and any additional rent due from Tenant. No
      such
      collection shall be deemed a waiver of the covenant herein against sale,
      transfer, mortgage, assignment and subletting or release of Tenant from the
      performance of the covenants herein contained. In the event of such default,
      Tenant hereby assigns the rent due from the subtenant or assignee to Landlord,
      and hereby authorizes such subtenant or assignee to pay all rent directly to
      Landlord. Upon any assignment of this Lease, including but not limited to any
      assignment by merger, transfer of stock, or transfer of stock or interest to
      Tenant's parent affiliate or subsidiary, the assignee shall execute and deliver
      to Landlord an instrument, in the form and substance reasonably satisfactory
      to
      Landlord and such assignee, pursuant to which such assignee shall assume and
      agree to perform all obligations of Tenant under this Lease from and after
      the
      effective date of such assignment; provided, however, if Tenant is merged out
      of
      existence, such time limitation will not apply, and the assignee will be
      responsible for Tenant's obligations regardless of accrual date. Any assignment,
      subletting, or other transfer of the Premises by Tenant without Landlord's
      written consent shall be, at the option of Landlord, null and void, and shall
      constitute a default under this Lease. Xxxxxxxx's written consent to any one
      assignment or other transfer shall not constitute a waiver of the consent
      requirements with respect to any subsequent assignment or transfer.
      Notwithstanding anything to the contrary contained in this Lease, including
      any
      of the restrictions of this Article 13, Section 1, the Tenant may, without
      obtaining the consent of Landlord, assign all or any portion of the Lease to
      any
      subsidiary bank to be wholly-owned by the original Tenant, to any holding
      company of which the original Tenant becomes a wholly-owned subsidiary, or
      to
      any separately chartered financial institution in which the equity owners of
      Tenant are also equity owners, and in addition thereto, the consent of the
      Landlord shall not be required in connection with the then current Tenant
      entering into any transaction (including but not limited to a merger,
      consolidation, stock purchase, share exchange or similar transaction) whereby
      the shares of the Tenant are acquired by another entity or whereby the Tenant
      is
      merged into or otherwise acquired by another entity such that the Tenant or
      any
      other entity which is the survivor of such transaction acquires the assets
      and
      assumes all of the liabilities of the Tenant. 
 

        
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Section
      2:
      (a)
Cumulative
      Rights.
      The
      provisions of this Article concerning the rights and obligations of Landlord,
      and the rights and obligations of Tenant and any Trustee in a proceeding
      ("Title
      11 Proceeding")
      involving Tenant as debtor under the United States Bankruptcy Code, 11 U.S.C.
      Section 101 et
      seq.
      (the
      "Bankruptcy Code"), are in addition to all other rights and obligations provided
      by law, including other applicable provisions of the Bankruptcy Code. Nothing
      contained in this Article 14 shall limit or reduce in any manner whatsoever
      the
      rights and obligations which are otherwise provided by law.

(b) Election
      to Assume.

(i) This
      is a
      Lease of real property in a building within the meaning of Section 365(b)(3)
      of
      the Bankruptcy Code. Landlord and Tenant agree that, except as provided in
      this
      Article 13, Tenant will be deemed in "possession" of the Premises for purposes
      of the Bankruptcy Code so long as this Lease is in effect and Tenant or any
      subtenant or assignee authorized under the terms of this Lease is actually
      present or conducting business in the Premises.

(ii) If
      Tenant
      becomes a Debtor under any chapter of the Bankruptcy Code, and the Trustee
      or
      Tenant elects to assume this Lease, such election may only be made if all the
      terms and conditions of subparagraph (c) below are satisfied. If the Trustee
      or
      Tenant fails to elect to assume or reject this Lease by the sixtieth (60th)
      day
      after the entry of the Order for Relief in a case under the Bankruptcy Code
      or
      such longer period as the bankruptcy court may order, thereafter this Lease
      will
      be deemed rejected and terminated in accordance with Section 365(d)(4) of the
      Bankruptcy Code. Thereupon the Trustee or Xxxxxx must immediately surrender
      possession of the Premises to Landlord, and Landlord will have no further
      obligation to Tenant or Trustee under this Lease. The acceptance of rent by
      Landlord after the sixtieth (60th) day will not be a waiver of Landlord's rights
      herein or under Section 365(d)(4) of the Bankruptcy Code, and Landlord's right
      to be compensated for damages in such bankruptcy shall survive.

(c) Conditions
      of Assumption.
      No
      election by the Trustee or Tenant to assume this Lease under Section 365(a)
      of
      the Bankruptcy Code will be effective unless each of the following conditions,
      which Landlord and Tenant acknowledge are commercially reasonable in the context
      of a Title 11 Proceeding of Tenant, have been satisfied, and Landlord has so
      acknowledged in writing:

(i) Landlord
      has not terminated this Lease pursuant to this Lease or under applicable state
      law, prior to the commencement of a Title 11 Proceeding involving Tenant as
      debtor.

(ii) The
      Trustee or Tenant has cured, and has provided Landlord "adequate assurance
      of
      future performance" (as defined in subparagraph (d)) that:

(1) Within
      ten (10) days from the entry of an order granting the Trustee or Tenant
      authority to assume, the Trustee or Tenant will cure all monetary defaults
      under
      this Lease;

(2) Within
      ten (10) days from the entry of an order granting the Trustee or Tenant
      authority to assume, the Trustee or Tenant will compensate Landlord for any
      actual pecuniary loss resulting from defaults under this Lease, including but
      not limited to, the attorneys' fees provided in this Lease, including but not
      limited to, subparagraph (e) below; and
 

        
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(3) Within
      thirty (30) days from the entry of an order granting the Trustee or Tenant
      authority to assume, the Trustee or Tenant will cure all nonmonetary defaults
      under this Lease.

(d) Assignment.
      If the
      Trustee or Tenant is assuming this Lease for the purpose of transferring
      Tenant's interest under this Lease or the estate created thereby, to any other
      person (the "Transferee"),
      pursuant to Section 365(f) of the Bankruptcy Code, such interest or estate
      may
      be so transferred only if the intended Transferee has provided "adequate
      assurance of future performance" (defined below) of all the provisions of this
      Lease to be performed by Tenant. Subject to other provisions of this Lease,
      for
      purposes of this subparagraph (d), Landlord and Tenant acknowledge that, in
      the
      context of a Title 11 Proceeding involving Tenant as debtor, at a minimum
      "adequate assurance of future performance" means that each of the following
      conditions have been satisfied:

(i) The
      Transferee together with any guarantor of the Transferee has a net worth similar
      to or greater than the net worth of Tenant on the date of this Lease and such
      net worth shall be evidenced by audited financial statements prepared by a
      reputable certified public accountant and otherwise in such additional
      information as Landlord reasonably may require; and

(ii) The
      Transferee, if requested by Landlord, has obtained guarantees in form and
      substance satisfactory to Landlord from one or more persons or entities who
      satisfy Landlord's standards of credit worthiness; and

(iii) The
      Transferee has submitted in writing evidence, satisfactory to Landlord, of
      substantial operating experience in premises of comparable size to the Premises
      and in the use of the Premises as provided in this Lease.

Any
      Transferee will be deemed to have assumed all of the obligations arising under
      this Lease on and after the date of such assignment, and upon Xxxxxxxx’s demand
      will execute a Lease amendment changing the name of the tenant and its address
      for notices and confirming the Transferee's assumption of this
      Lease.

(e) Attorneys'
      Fees.
      If, in
      the context of a Title 11 Proceeding involving Tenant as debtor, Landlord incurs
      any expense, including reasonable attorneys' fees, in (1) contesting or
      protecting its rights in connection with any assumption or attempted assignment
      of this Lease or (2) enforcing or attempting to enforce the terms of this Lease
      or any actions required under the Bankruptcy Code to be taken by the Trustee
      or
      Tenant, the reasonable sums so paid by Landlord shall be awarded to Landlord
      by
      the Bankruptcy Court and shall be immediately due and payable by the Trustee
      or
      Xxxxxx's estate in accordance with the Bankruptcy Court's order.

ARTICLE
      14. Entry
      and Inspection.
      Subject
      to existing law regulating banking which pertains to security and entry of
      a
      secured banking facility, Landlord and its authorized representatives shall
      have
      the right to enter upon the Area then leased by Tenant during business hours
      (upon 24 hours’ written notice) to inspect the Area then rented by Tenant or for
      making repairs, additions or alterations. If Landlord reasonably deems any
      repairs required to be made by Tenant necessary, it may demand that Tenant
      make
      the repairs promptly, and, if Tenant refuses or neglects to commence such
      repairs and complete them as otherwise set forth in this Lease, Landlord may
      make or cause such repairs to be made. If Landlord makes or causes such repairs
      to be made, Tenant shall pay to Landlord the cost of the repairs plus a ten
      percent (10%) service charge, as additional rent. For a period commencing one
      hundred twenty (120) days prior to the termination of this Lease, Landlord
      may
      have reasonable access during business hours (upon 24 hours’ written notice) to
      the Area then rented by Tenant for the purpose of exhibiting that portion of
      the
      Premises to prospective tenants and for posting leasing signs.

ARTICLE
      15. Eminent
      Domain.
      If the
      whole of the Premises shall be taken by any public authority under the power
      of
      eminent domain, then at the time of taking the term of this Lease shall cease,
      and the Minimum Base Rent, and all additional rent due shall be paid up to
      that
      day. If any part of the Premises shall be taken, and such partial taking shall
      render that portion not taken unsuitable for the business of Tenant, as
      reasonably determined by Tenant, then the term of this Lease shall cease and
      the
      rent due shall be paid up to that date. If such partial taking is not extensive
      enough to render the Premises unsuitable for the business of Tenant, then this
      Lease shall continue in effect except that the Minimum Base Rent shall be
      reduced in the same proportion that the floor area of the Premises taken bears
      to the original floor area demised. If this Lease is not terminated pursuant
      to
      this Article 15, Landlord shall, within one hundred eighty (180) days after
      receipt of the condemnation award, make all necessary repairs or alterations
      to
      the Premises in which the Premises are located so as to constitute the portion
      of the Premises not taken a complete architectural unit; provided, however
      that
      such work shall not exceed the scope of the work to be done by Landlord in
      originally constructing said building (unless otherwise required by
      then-applicable governmental regulations or laws) and Landlord shall not be
      required to spend for such work an amount in excess of the amount received
      by
      Landlord as damages for the part of the Premises so taken. "Amount
      received by Xxxxxxxx"
      shall
      mean that part of the condemnation award, which is free and clear to Landlord
      of
      any collection of mortgages for the value of the diminished fee. If more than
      twenty percent (20%) of the floor area of the building in which the Premises
      are
      located, or more than twenty percent (20%) of the Premises’ parking, shall be
      taken, either party may terminate this Lease upon thirty (30) days' written
      notice to the other. All damages awarded for such taking shall belong to
      Landlord whether such damages shall be awarded as compensation for diminution
      in
      value to the leasehold or to the fee of the Premises; provided, however, that
      Landlord shall not be entitled to any portion of the award made to Tenant for
      cost of removal of stock and fixtures. Tenant shall be free, in its sole and
      absolute discretion, to interplead and seek damages or award for business
      damages as a result of the condemnation. 
 

        
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ARTICLE
      16. Destruction
      or Damage.
      If the
      Premises shall be damaged by fire, the elements or other casualty not due to
      Tenant's gross negligence or willful misconduct but are not rendered
      untenantable in whole or in part and which do not materially impair Tenant’s
      access to the Area then rented by Tenant, Landlord shall within a reasonable
      time and at its own expense commence to cause such damage to be repaired and
      the
      Minimum Base Rent, and all additional rent shall not be abated. If by reason
      of
      such occurrence, the Area then rented by Tenant shall be rendered untenantable
      in whole or in part or materially inaccessible, Landlord shall, at its own
      expense, cause the damage to be repaired and the Minimum Base Rent shall be
      equitably and reasonably abated until such damage is repaired. In the event
      Landlord repairs the Premises, Landlord and Tenant shall have the same
      respective obligations to construct or install improvements as were imposed
      on
      said parties at the execution of this Lease. Tenant shall, at its sole
      discretion and expense, replace its stock in trade, fixtures, furniture, and
      equipment. However, in the event fifty percent (50%) or more of the Area then
      rented by Tenant is rendered untenantable by such casualty, Tenant shall have
      the right, to be exercised by notice to Landlord in writing within sixty (60)
      days of the occurrence of such casualty, to elect to terminate this Lease,
      and
      in such event this Lease and the tenancy created hereby shall cease as of the
      date of termination of this Lease and the Minimum Base Rent and all additional
      rent shall be adjusted as of such date.

If
      the
      Premises are destroyed or damaged during the last twelve (12) months of the
      term
      of this Lease (initial or as extended) and the estimated cost of repair exceeds
      ten percent (10%) of the Minimum Base Rent then remaining to be paid by Tenant
      for the balance of the Lease Term and Tenant fails to exercise any options
      to
      renew this Lease that Tenant may have, then, Landlord or Tenant may, at its
      option, cancel and terminate this Lease as of the date of occurrence of such
      damage by giving written notice to the other of its election to do so within
      sixty (60) days of the date of occurrence of such damage, and Minimum Base
      Rent
      and all additional rent shall be adjusted as of such date.

During
      any period of construction or repair pursuant to this Article 16, Landlord
      hereby approves Tenant’s placement of reasonable temporary office and storage
      facilities on the Premises (including but not limited to a trailer or
      recreational vehicle) in order to facilitate the continuity of Tenant’s business
      operations.

For
      purposes of this section of this Lease, a licensed architect reasonably
      acceptable to Tenant designated by Landlord shall determine the extent of the
      damage or destruction and will provide Landlord and Tenant with certificates
      attesting to the condition of the Premises or building in which the Premises
      are
      situated. The architect's certificate shall bind the parties as to: (a) whether
      or not all or a portion of the Premises or Area then rented by Tenant are
      rendered untenantable and the extent of untenantability; and (b) the date the
      Premises or building became untenantable, the date the Premises or building
      will
      regain tenantability, and the date they regained tenantability.

ARTICLE
      17. Default
      and Remedies.
      If
      Tenant (i) fails to pay Minimum Base Rent or any additional rent due under
      this
      Lease at the time and in the manner required by this Lease and such failure
      continues for a period of ten (10) days after delivery of written notice from
      Landlord to Tenant, more than twice during a twelve (12) month consecutive
      period, Xxxxxx's third failure to pay Minimum Base Rent or any additional rent
      due within ten (10) days of the time and in the manner required by this Lease
      within such twelve (12) consecutive month period shall be an immediate default
      by Tenant without any requirements for the delivery of any prior written notice;
      (ii) fails to perform any other condition, stipulation or agreement of this
      Lease and such failure continues for a period of thirty (30) days from the
      date
      Tenant receives written notice of such default (unless such default is of a
      nature that it cannot be reasonably cured within said thirty (30) day period
      and
      Tenant commences to cure such default within such thirty (30) day period and
      thereafter pursues same with good faith and due diligence to completion); or,
      (iii) is the subject of a lawsuit for involuntary bankruptcy or is adjudged
      a
      voluntary or involuntary bankrupt, makes an assignment for the benefit of
      creditors, or, if there is a receiver appointed to take charge of the Premises
      either in the State or Federal courts, Landlord may, at its option, declare
      this
      Lease in default, and shall, in addition to all remedies at law or in equity
      available to Landlord, have the right to terminate this Lease and, subject
      to
      Landlord’s duty to mitigate losses, declare the entire Minimum Base Rent and
      additional rent and any other charges, for the balance of the Lease Term due
      and
      payable immediately. Landlord shall also have the option, without terminating
      this Lease, to resume possession and re-Lease or re-rent the Premises for the
      remainder of the Lease Term for the account of Tenant. Landlord shall not be
      required to pay Tenant any surplus of any sums received by Landlord on a
      reletting of the Premises in excess of the Minimum Base Rent or additional
      rent
      to be paid by Xxxxxx as provided in this Lease. In the event Tenant is in
      default of any non-monetary term of this Lease, and Tenant has not cured the
      default within thirty (30) days of the date of Landlord's notice (unless such
      default is of a nature that it cannot be reasonably cured within said thirty
      (30) day period and Tenant commences to cure such default within such thirty
      (30) day period and thereafter pursues same with good faith and due diligence
      to
      completion), in addition to Xxxxxxxx's other remedies provided in this Lease,
      Landlord may cure the default and charge Tenant as additional rent the cost
      of
      such cure plus a fifteen percent (15%) service charge.
 

        
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Without
      waiving any other available rights and remedies, Landlord shall be entitled
      to a
      late charge, payable as additional rent, on any payment not made when due equal
      to the greater of eighteen percent (18%) per annum or the maximum percentage
      permitted by law. A service charge of one hundred dollars ($100.00) will be
      assessed, as additional rent, for handling a returned check. In the event suit
      is brought under this Lease, the prevailing party shall be awarded attorneys
      fees and costs whether incurred before trial, at trial or on
      appeal.

ARTICLE
      18. Holdover.
      In the
      event Tenant remains in possession of the Premises after the Expiration Date
      or
      sooner termination of this Lease and without the execution of a new lease,
      Tenant shall be deemed a Tenant at will from month to month, subject to all
      the
      conditions of this Lease except for the provision regarding the payment of
      Minimum Base Rent and all additional rent. The parties recognize and agree
      that
      the damage to Landlord resulting from any failure by Xxxxxx to timely surrender
      possession of the Premises may be substantial, likely would exceed the amount
      of
      the monthly installments of the Minimum Base Rent and all additional rent
      payable under this Lease, and will be impossible to measure accurately. Tenant
      therefore agrees that if possession of the Premises is not surrendered to
      Landlord upon the expiration date or sooner termination of this Lease, in
      addition to any other rights or remedies Landlord may have under this Lease
      or
      at law, Tenant shall pay to Landlord, without demand therefor as liquidated
      damages, for each month and for each portion of any month during which Tenant
      holds over in the Premises after the expiration date or sooner termination
      of
      this Lease, a sum equal to two (2) times the aggregate of that portion of the
      Minimum Base Rent and all additional rent that was payable under this Lease
      during the last month of the Lease Term. Nothing herein contained shall be
      deemed to permit Tenant to retain possession of the Premises after the
      expiration date or sooner termination of this Lease. Tenant shall defend,
      indemnify, and hold Landlord harmless from any and all liabilities, loss, cost
      and expense of every kind suffered by Landlord as a result of Xxxxxx's holding
      over. The provisions of this paragraph shall survive the expiration date or
      sooner termination of this Lease.

ARTICLE
      19. Non-Waiver.
      The
      failure of Landlord in one or more instances to insist upon strict performance
      or observance of one or more of the covenants or conditions of this Lease or
      to
      exercise any remedy, privilege or option reserved to Landlord, shall not be
      construed as a waiver for the future of such covenant or condition or the right
      to enforce the same or to exercise such privilege, option or remedy. The receipt
      by Landlord of Minimum Base Rent and additional rent or any other payment
      required to be made by Tenant shall not be a waiver of any other additional
      rent
      or payment then due, nor shall such receipt, though with knowledge of the breach
      of any covenant or condition of this Lease, operate as or be deemed a waiver
      by
      Landlord of any of the provisions of this Lease, or of any of Landlord's rights,
      remedies, privileges or options.

ARTICLE
      20. Subordination.
      So long
      as the Tenant is not in Default of this Lease, Xxxxxxxx agrees that its lender
      will provide Tenant with a Subordination and Non Disturbance Agreement
      permitting Tenant to remain in the Premises under the same terms and conditions
      as this Lease. Xxxxxx agrees that this Lease shall be subordinate to each and
      every mortgage or ground lease that is now or may hereafter be placed upon
      the
      Premises and to any and all advances to be made and all renewals, replacements,
      assignments, extensions and future advances of such mortgages or ground leases.
      Xxxxxx agrees, upon request, to execute any document which Landlord may deem
      necessary to accomplish that end, provided that such documents do not alter
      any
      of the material terms of this Lease.

ARTICLE
      21. Notice.
      All
      notices required or contemplated by this Lease must be in writing and must
      be
      delivered in person, by United States Certified Mail, Return Receipt Requested,
      or by a generally recognized overnight courier service (i.e. Federal Express),
      at the addresses set forth in Article 1 of this Lease. For both Landlord and
      Xxxxxx notices are deemed to have been given upon actual receipt or refusal
      of
      delivery. By giving at least ten (10) days advance written notice to the other
      party, either party may change its address for notices under this
      Lease.

ARTICLE
      22. No
      Liability for Damages.
      Landlord, its mortgagees and agents shall not be liable to Tenant for any loss
      or damage that may be occasioned by or through the acts or omissions of other
      tenants in the Premises, or for any loss or damage resulting to Tenant or its
      property from burst or leaking water, sprinkler or sewer pipes or from roof
      leaks unless caused solely by the gross negligence or willful misconduct of
      Landlord. Tenant shall defend (with an attorney acceptable to Landlord),
      indemnify and hold harmless Landlord, its mortgagees and agents from any damages
      or costs arising out of claims for injuries or damages due to the events
      mentioned in this paragraph. The indemnity provided in this article shall
      survive the expiration or termination of this Lease.
 

        
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ARTICLE
      23. Limit
      of Liability.
      Tenant
      shall look solely to Xxxxxxxx's interest in the Premises for the satisfaction
      of
      any judgment or decree requiring the payment of money by Landlord, based upon
      any default, and no other property or asset of Landlord, or any mortgagee,
      shall
      be subject to levy, execution or other enforcement procedure for the
      satisfaction of such judgment or decree. In the event Tenant violates this
      paragraph, in addition to all other remedies available to Landlord, Tenant
      shall
      pay Landlord an amount equal to the cost of Landlord's expenses defending the
      claim, as additional rent.

ARTICLE
      24. Delivery
      of Premises.
      Prior
      to taking possession of the Premises, Xxxxxx will have inspected and accepted
      the Premises "as is." By taking possession of the Premises, Xxxxxx will be
      acknowledging that: (i) the Premises are in satisfactory condition and are
      suitable for the use contemplated hereunder; and (ii) Landlord has complied
      with
      all of the requirements imposed upon it under the terms of this Lease and a
      recertification of occupancy is granted by governmental authority.

ARTICLE
      25. Real
      Estate Broker.
      Landlord and Tenant warrant and represent that there is no real estate broker
      involved in this Lease, however, in the event that Tenant exercises its Option
      to Purchase, Tenant shall pay a real estate commission of Two Percent (2%)
      of
      the purchase price to Coastal Property Services, Inc. 

ARTICLE
      26. Modified
      Net Lease.
      This is
      a "modified net lease" in which Landlord has no responsibilities except as
      expressly set out in this Lease. Landlord is not responsible during the Lease
      Term for any costs, charges, expenses, tenant improvements, parking lot
      maintenance or repair, or outlays of any nature arising from or relating to
      the
      Premises, except for those areas of the Premises not an Area then rented by
      Tenant and Tenant shall pay all charges, expenses, costs, and outlays of every
      nature and kind expressly set out in this Lease for which it is responsible.
      This obligation shall include the costs of compliance with all Federal, State
      and local laws, orders or regulations affecting the Area then rented by Tenant.
      

ARTICLE
      27. Landlord
      Construction.
      Landlord
      reserves the right at any time to perform maintenance operations and to make
      repairs or alterations of the Premises so long as Tenant’s business is not
      materially affected. 

ARTICLE
      28. Option
      to Renew. The
      Tenant may exercise each of its Option to Renew this Lease as described in
      Article 1 provided Tenant notifies Landlord in writing as described in this
      Lease as least 90 days prior to the last day of the then-current Lease
      term.

ARTICLE
      29. Estoppel
      Certificates.
      Tenant
      agrees at any time, and from time to time, upon not less than ten (10) days'
      prior notice by Landlord, to execute, acknowledge and deliver to Landlord,
      a
      statement in writing addressed to Landlord in form reasonably acceptable to
      Tenant certifying the facts regarding the following: (a) that this Lease or
      any
      sublease is unmodified and in full force and effect (or, if there have been
      modifications, that they are in full force and effect as modified and stating
      the modifications), stating the dates to which the Minimum Base Rent or
      additional rent and other charges have been paid; (b) Tenant has accepted
      possession of the Area and is presently occupying the Area; (c) stating whether
      or not to the best knowledge of the signer of such certificate, there exists
      any
      default by Landlord in the performance of any covenant, agreement, term,
      provision or condition contained in this Lease, and if so, specifying each
      such
      default, it being intended that any such statement may be relied upon by
      Landlord, by any holder or prospective holder of any mortgage affecting the
      Premises or by any purchaser of the Premises; and, (d) any other information
      reasonably requested by a prospective purchaser, mortgagee or tenant of the
      Premises. Xxxxxx's failure to respond to Xxxxxxxx's request for a written
      statement within the ten (10) day period mentioned in this article shall entitle
      Landlord to execute said certificate in Xxxxxx’s stead as Xxxxxx’s attorney in
      fact. 

ARTICLE
      30. Attornment.
      In the
      event of any transfer of the ownership of the Premises whether voluntary or
      involuntary by foreclosure, bankruptcy, sale, or otherwise, Tenant shall attorn
      to said transferee to the same extent as if said transferee were the initial
      Landlord under this Lease.

ARTICLE
      31. Waivers.
      Each of
      Landlord and Tenant waives its rights to trial by jury in any action or
      proceeding or counterclaim brought against Landlord on any matter arising out
      of
      or in any way connected with this Lease, the relationship of Landlord and
      Tenant, Xxxxxx's use or occupancy of the Premises, and any claim for Xxxxxx's
      use or occupancy of the Premises, and any claim for injury or damage. In the
      event Landlord commences any proceeding for the non-payment of Minimum Base
      Rent
      or additional rent, Tenant shall not file any counterclaims in such proceedings.
      This shall not, however, be construed as a waiver of Tenant's right to assert
      such counterclaims in a separate action brought by Xxxxxx. Tenant expressly
      waives any and all rights of redemption granted by or under any present or
      future laws should Tenant be evicted or disposed from the Premises for any
      cause, or Landlord re-enters the Premises following the occurrence of any
      default, or this Lease is terminated before the Lease Term stated in this Lease.
      Tenant expressly waives any right to assert a defense based on merger and agrees
      that neither the commencement or settlement of any action or proceeding, nor
      the
      entry of judgment shall bar Landlord from bringing any subsequent actions or
      proceedings from time to time.
 

        
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ARTICLE
      32. Theft:
      Landlord shall not be liable for any damage to, removal of, or loss of any
      property of the Tenant occasioned by any theft, burglary, robbery, larceny
      of
      any kind (hereinafter called "theft"). Tenant will carry sufficient insurance
      for its own protection and for the protection of the Premises in connection
      with
      damage or loss of property and expense from any damage or loss caused to the
      Premises, inclusive of any damage caused to the roof or interior ceiling, as
      a
      result of any such theft. A report of any such theft to police or other proper
      authorities shall be deemed conclusive that such occurrence or attempt was
      made.

Tenant
      hereby acknowledges that Landlord shall have no obligation whatsoever to provide
      guard service or other security measures for the benefit of the Premises. Tenant
      assumes all responsibility for the protection of Tenant, its agents, and
      invitees and the property of Xxxxxx and of Tenant’s agents and invitees from
      acts of third parties. 

ARTICLE
      33. Window
      Signs:
      The
      Tenant shall be permitted to exhibit and/or display any sign, pictures,
      advertisement, merchandise or notice on the outside of the Premises or on the
      outside of the windows to the Premises, subject to such sign, picture,
      advertisement merchandise or notice being displayed is in good taste and
      commercially reasonable and shall conform to the requirements of the applicable
      local laws and ordinances. 

ARTICLE
      34. Confidentiality:
      The
      terms and conditions set forth in this Lease, including all negotiations and
      other documents and matters relating to this Lease (collectively, “Confidential
      Information”),
      shall
      be treated by Tenant and Landlord as strictly confidential and Tenant
      acknowledges that Tenant and Landlord would not enter into this Lease without
      obtaining this covenant of confidentiality from Tenant. Without limiting the
      generality of the foregoing, Tenant and landlord agree that it shall not
      disclose Confidential Information including without limitation to its employees,
      vendors, or customers. Notwithstanding the foregoing, Tenant and Landlord shall
      incur no liability for disclosure of Confidential Information (i) to its
      employees with a need to know, or to accountants, attorneys, insurance agents
      and others in connection with bookkeeping, accounting, tax and related financial
      matters (in which event, to the full extent possible, the person receiving
      the
      information shall be informed of its confidential nature and required to agree
      to maintain the confidentiality of the same), (ii) in response to subpoena
      in
      litigation, or (iii) as otherwise necessary in connection with litigation or
      as
      required by law, including, without limitation, as may be determined necessary
      by Tenant or Landlord (in their sole discretion) in connection with the
      formation of and approval process in connection with Xxxxxx’s proposed banking
      operations, and after such approval, in connection with compliance with any
      applicable laws or regulations relating to Tenant’s banking
      operations.
 
ARTICLE
      35. Landlord’s
      Access.
      

Section
      1:
      As
      otherwise provided in this Lease and subject to existing law regulating banking
      which pertains to security and entry of a secured banking facility, Landlord
      or
      Landlord’s agents’s shall have the right to enter the Area then rented by Tenant
      during business hours for the purpose of inspecting the same, performing any
      services required of Landlord, showing the same to prospective purchasers,
      lenders, or tenants, taking such safety measures, erecting such scaffolding
      or
      other necessary structures, making such alterations, repairs, improvements
      or
      additions to the premises or to the Premises as Landlord may reasonably deem
      necessary or desirable and the erecting, using and maintaining of utilities,
      services, pipes and conduits throughout the Premises and/or other premises
      as
      long as there is no material adverse effect to Tenant’s use of the Area then
      rented by Tenant. Following the expiration of Xxxxxx’s Option to Purchase,
      Landlord may at any time place on or about the Premises any ordinary “For Sale”
signs and Landlord may at any time place on or about the Premises any ordinary
      “For Lease” signs, offering for lease those areas of the Premises not then
      rented by Tenant, in either event subject to the consent of Tenant as to the
      location thereof, which consent shall not be unreasonably withheld. Xxxxxxxx
      agrees that due to the nature of Xxxxxx’s business, neither Xxxxxxxx nor
      Landlord’s agents have the right to enter the Area then rented by Tenant
      unaccompanied or without Xxxxxx’s consent to enter unaccompanied.

Section
      2:
      All
      activities of Landlord pursuant to this Article shall be without abatement
      of
      rent nor shall Landlord have any liability to Tenant for the same.

Section
      3:
      Landlord shall not have the right to retain keys to the Area then rented by
      Tenant or to unlock any doors in or upon the Area then rented by Tenant. Tenant
      waives any charges for damages or injuries or interference with Xxxxxx’s
      property or business in connection therewith.
 

        
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ARTICLE
      36. Authority
      to Execute.
      Each of
      the persons executing this Lease on behalf of Tenant and Landlord covenant
      and
      warrant that: (i) Tenant is or will be once chartered by the State of Florida
      duly authorized existing corporation; (ii) Tenant has full right and authority
      to enter into this Lease; (iii) Each of the persons executing this Lease on
      behalf of Tenant is authorized to do so; and (iv) This Lease constitutes a
      valid
      and legally binding obligation of Tenant, enforceable in accordance with its
      terms.

ARTICLE
      37. Hazardous
      Waste.
      Tenant,
      its officers, directors, employees, contractors, agents and invitees shall
      not
      permit the presence, handling, storage or transportation of hazardous or toxic
      materials or medical waste ("hazardous waste") in or about the Premises. In
      no
      event shall hazardous waste be disposed of in or about the Premises or the
      Premises.

Tenant
      shall notify Landlord immediately of any discharge or discovery of any hazardous
      waste at, upon, under, or within the Premises. Tenant shall, at its sole cost
      and expense, comply with all remedial measures with respect to Tenant’s
      activities as required by any governmental agency having jurisdiction. Tenant
      shall promptly forward to Landlord copies of all orders, notices, permits,
      applications, or other communications and reports received by Tenant in
      connection with any discharge or the presence of any hazardous waste or any
      other matters relating to the toxic waste or any similar laws or regulations,
      as
      they may affect the Premises or the Premises (collectively "Notice").

The
      obligations, liabilities and responsibilities of Tenant under this Article
      37
      shall survive the expiration or termination of this Lease and shall
      include:

(a) The
      removal of any material deemed at any time to be hazardous waste on, within
      or
      released from the Premises or the Premises (as a result of or in connection
      with
      Tenant’s Occupancy of the Premises), whether such removal is done or completed
      by Tenant, Landlord, or any other person or entity and regardless of whether
      or
      not such removal is rendered pursuant to a court order or the order of a
      Governmental Agency (as defined below);

(b) Claims
      asserted by any person or entity (including, without limitation, any
      governmental agency or quasi-governmental authority, board, bureau, commission,
      department, instrumentality, public body, court, or administrative tribunal
      ("Governmental Agency"), in connection with or in any way arising out of the
      presence, storage, use, disposal, generation, transportation, or treatment
      of
      any hazardous waste at, upon, under or within the Premises or the Premises,
      after the time that Tenant became an occupant or had control of the
      Premises;

(c) To
      indemnify, defend and hold Landlord, its agents and mortgagees harmless from
      and
      against any and all claims, liabilities, injuries, damages, costs and expenses
      (including attorney's fees and costs through appeal) arising out of or in
      connection with any breach by Xxxxxx, its officers, directors, employees,
      contractors, agents and invitees of this Article, including any direct,
      indirect, or consequential damages suffered by any individuals or entities
      related in any way to Tenant's use of hazardous materials at the
      property.

Note:
      Radon is a naturally occurring naturally active gas that, when accumulated
      in a
      building in sufficient quantities, may present a health risk to persons who
      are
      exposed to it over time. Levels of radon that exceed 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.

ARTICLE
      38. Miscellaneous.
      Landlord
      and Tenant agree:

(a) If
      any
      term or condition of this Lease or the application of this Lease to any person
      or circumstance is, to any extent, invalid or unenforceable, the remainder
      of
      this Lease, or the application of such term or condition to persons or
      circumstances other than those as to which it is held invalid or unenforceable,
      is not to be affected and each term and condition of this Lease is to be valid
      and enforceable to the fullest extent permitted by law.

(b) This
      Lease shall be governed by and construed in accordance with the laws of the
      State of Florida and venue for any action arising hereunder shall lie in Xxxx
      County, Florida.

(c) Submission
      of this Lease to Tenant does not constitute an offer, and this Lease becomes
      effective only upon execution and delivery of this Lease by both Landlord and
      Tenant and not until such time as any deposit and advance rent paid by Tenant
      to
      Landlord in connection with this Lease has been cleared by Xxxxxx's
      bank.

(d) Tenant
      will pay before delinquency all taxes assessed during the Lease Term against
      any
      occupancy interest it has in the Premises or personal property of any kind
      owned
      by or placed in, upon or about the Premises by Tenant.
 

        
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(e) If
      Tenant, with Xxxxxxxx's consent, occupies all or part of the Premises prior
      to
      the beginning of the Lease Term (other than in connection with the completion
      of
      the construction upon the Premises), all provisions of this Lease shall be
      in
      full force and effect commencing upon such occupancy, and Minimum Base Rent
      and
      additional rent for such period shall be paid by Tenant at the same rate
      specified.

(f) Tenant
      shall not record this Lease or any Memorandum of Lease. However, Landlord may,
      whenever Landlord deems necessary, record a Memorandum of this Lease, whether
      required or permitted by law, in whatever states or jurisdictions in which
      the
      same is recordable, at Xxxxxxxx's sole cost and expense (including, but not
      limited to, the recording fees, taxes and all other costs and expenses of
      recordation). 

(g) Whenever
      under this Lease Landlord's consent or approval is required, the same may be
      arbitrarily withheld except as otherwise specified.

(h) All
      exhibits and riders to this Lease, if any, shall form a part of this Lease
      if
      initialed on behalf of Landlord and Tenant and identified at the end of this
      Lease. Any conflict between the printed provisions, Exhibits or Addenda of
      this
      Lease and the typewritten or handwritten provisions, if any, shall be controlled
      by the typewritten or handwritten provisions.

(i) This
      Lease does not create, nor shall Tenant have, any express or implied easement
      for or other rights to air, light or view over or about Landlord's
      property.

(j) Any
      acts
      to be performed by Landlord under or in connection with this Lease may be
      delegated by Landlord to its managing agent or other authorized entity or
      person.

(k) This
      Lease shall not be more strictly construed against either party by reason of
      the
      fact that one party may have drafted or prepared any or all of the terms and
      provisions. It is acknowledged that both parties have contributed substantially
      to the contents of this Lease.

(l) This
      Lease shall be binding upon and inure to the benefit of Landlord and Xxxxxx
      and
      their respective heirs, successors and legal representatives and their
      respective assigns.

(m) The
      headings of the separate articles of this Lease and the index of this Lease
      are
      mere titles and are not part of this Lease and shall have no effect on the
      construction of this Lease.

(n) Governmental
      penalties, fines or damages imposed on any portion of the Premises as a result
      of the activities of Tenant, its employees, agents or invitees shall be paid
      by
      Tenant within ten (10) days of the earlier of the governmental written notice
      to
      Tenant or Xxxxxxxx's written notice to Tenant. If Tenant fails to pay as
      required in this section, in addition to all other remedies provided by this
      Lease, Landlord may pay the sums owed or challenge them administratively or
      judicially and Tenant shall pay all sums owed and all of Landlord's attorney's
      fees and costs plus a fifteen percent (15%) administrative fee to Landlord
      upon
      demand, as additional rent.

(o) Landlord
      makes no express or implied representations, covenants, promises, or warranties
      that the Premises or any portion of the Premises are suitable for Tenant's
      proposed use or that Landlord or Tenant will be able to obtain applicable
      municipal or local governmental approvals, variance or zoning necessary to
      perform any construction or conduct Tenant's business as specified herein.
      Xxxxxxxx is responsible to deliver the Premises in accordance with the Americans
      with Disabilities Act and all other laws governing access by handicapped
      individuals (“ADA”).
      Thereafter, Tenant shall be responsible to comply with all future ADA
      requirements governing the use and operation of the Premises.

(p) Tenant
      hereby represents and warrants to Landlord that Tenant has made its own
      investigation and examination of all the relevant data relating to or affecting
      the Premises and is relying solely on its own judgment in entering into this
      Lease; specifically, and without limitation, Tenant represents and warrants
      to
      Landlord that Xxxxxx has had an opportunity to measure the actual dimensions
      of
      the Premises and agrees to the square footage figures set forth herein for
      all
      purposes of this Lease.

(q) THIS
      LEASE SETS FORTH ALL THE REPRESENTATIONS, PROMISES, AGREEMENTS, CONDITIONS
      AND
      UNDERSTANDINGS BETWEEN LANDLORD AND TENANT RELATIVE TO THE PREMISES, AND THERE
      ARE NO PROMISES, AGREEMENTS, CONDITIONS OR UNDERSTANDINGS, WHETHER ORAL OR
      WRITTEN, EXPRESSED OR IMPLIED, BETWEEN THEM, OTHER THAN AS SET FORTH IN THIS
      LEASE. ANY VERBAL OR OTHER REPRESENTATIONS (I.E., MARKETING BROCHURES, ETC.)
      SHALL BE MERGED INTO THE WRITTEN TERMS OF THIS LEASE. EXCEPT AS OTHERWISE
      PROVIDED IN THIS LEASE, NO ALTERATIONS, AMENDMENTS, CHANGES OR ADDITIONS TO
      THIS
      LEASE SHALL BE BINDING UPON LANDLORD OR TENANT UNLESS REDUCED TO WRITING AND
      SIGNED BY THEM.
 

        
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(r) Time
      is
      of the essence for all matters provided in this Lease.

(s) No
      payment by Tenant or receipt by Landlord of a lesser amount than the monthly
      Minimum Base Rent or additional rent stipulated in this Lease shall be deemed
      to
      be other than on account of the earliest stipulated amount due to Landlord,
      nor
      shall any endorsement or statement on any check or any letter accompanying
      any
      check or payment as rent be deemed an accord and satisfaction, and Landlord
      may
      accept such check or payment without prejudice to Landlord's right to recover
      the balance of such amounts or pursue any other remedy provided in this Lease
      or
      by law or equity.

(t) All
      sums
      payable to Landlord hereunder, including Minimum Base Rent, operating expenses,
      late fees, promotional expenses and any other charges due Landlord shall be
      payable as, and deemed to be, rent or additional rent.

(u) Anything
      in this Lease to the contrary notwithstanding, neither Landlord nor Tenant
      shall
      be deemed in default with respect to failure to perform any of the terms,
      covenants and conditions of this Lease if such failure to perform shall be
      due
      to any strike, lockout, civil commotion, war-like operation, invasion,
      rebellion, hostilities, military or usurped power, sabotage, governmental
      regulations or controls, inability to obtain any material, service or financing,
      through Act of God or other cause beyond the control of Landlord or Tenant
      ("Force
      Majeure").
      Any
      delay in Landlord's or Xxxxxx’s performance of any term, covenant or condition
      of this Lease resulting from Force Majeure shall extend the time for Landlord's
      and Xxxxxx’s performance.
 
(v) Landlord
      does not, in any way or for any purpose, become a partner of Tenant in the
      conduct of its business, or otherwise, or joint venturer or a member of a joint
      enterprise with Tenant, nor does anything in this Lease confer any interest
      in
      Landlord in the conduct of Xxxxxx's business.

(w) Landlord
      reserves to itself the right, from time to time, to grant such easements, rights
      and dedications that Landlord deems necessary or desirable and to cause the
      recordation of parcel maps and restrictions, so
      long
      as such easements, right, dedications, maps and restrictions do not unreasonably
      interfere with the use of the Premises by Xxxxxx. Provided that the foregoing
      will not have a material adverse effect upon Tenant or its operations, Tenant
      shall sign any of the aforementioned documents upon request of Landlord and
      failure to do so shall constitute a material default of this Lease by Tenant
      without the need for further notice to Tenant.

 
ARTICLE
      39. Contingency.
      Notwithstanding
      anything to the contrary contained in this Lease, Landlord and Tenant hereby
      acknowledge and agree that the Rent Commencement Date hereunder shall, unless
      otherwise consented to in writing by Xxxxxx, be delayed until such time as
      Tenant has received all necessary regulatory or other approvals in connection
      with Xxxxxx's affiliate’s proposed banking operations, and that Landlord and
      Tenant agree that the Rent Commencement Date shall, unless otherwise consented
      to in writing by Xxxxxx, not occur prior to the receipt of all such approvals
      as
      Tenant shall deem reasonably necessary, in its sole discretion, in connection
      with such banking operations, and that neither Landlord nor Tenant shall be
      liable to the other as a result of any such delay or any failure to receive
      any
      of such approvals. Should Tenant not receive such approval by March 1, 2007,
      then Landlord may, at its option, cancel this Lease.

LANDLORD
      AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
      PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
      AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
      LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
      EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
      PREMISES. TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENTS OF LANDLORD
      HAVE MADE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO THE PREMISES OR WITH
      RESPECT TO THE SUITABILITY OF EITHER FOR THE CONDUCT OF TENANT’S BUSINESS OR
      PROFESSION. 

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IN
      WITNESS WHEREOF, the parties have executed this Lease as of the date first
      above
      written.
 

      

          
             
             
             
          

            Witnesses:
 

            Landlord:
 
MOON BUILDING INVESTORS, LLC

          

             
              /s/ Xxxxx X. Xxxxxxxx
             

By:

             

FULLCO
                INVESTMENTS, INC.

          

            
              
            
             
             
          

            Print Name: Xxxxx
              X. Xxxxxxxx
            By:  
            /s/
              Xxxxxx X. Xxxxxx
          

            /s/ X.
              Xxxxxxx
             
            
              Xxxxxx
              X. Xxxxxx, President
          

            
              
            
             
             
          

            Print Name: X.
              Xxxxxxx
             
             
          

             
            Tenant:
          

             
             
             
          

            Witnesses:
            PRO
              FINANCIAL HOLDINGS, INC.
          

             
             
             
          

            /s/ Xxxxxx X. Xxxxx
            By: 
            /s/ X. Xxxxx Xxxxxxxx
          

            
               
            
              Name: X.
              Xxxxx Xxxxxxxx
          

            Print
              Name: Xxxxxx
              X. Xxxxx
            Title: President
              
          

             
             
          

            
              
            
             
          

            Print Name: 
             
          

            
                
              

             
          
  

        
15

          
        

        
 
Document Metadata

Table of Contents

PROJECT: PROBANK, I/O LANDLORD: MOON INVESTORS, LLC TENANT: PROFINANCIAL HOLDINGS, INC. or its assigns

Document Metadata

BUILDING:	The street level property hereinafter described, owned by Landlord as of this date, at the site generally known as 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx 00000

DATE:	October 17, 2006.

LANDLORD: Moon Building
Investors, LLC	ADDRESS:	000 Xxxxx Xxxxxx Xxxxxx, Xxx 000
	CITY, STATE:	Tallahassee, FL 32301
	CONTACT:	Xxxxxx Xxxxxx
	TELEPHONE:	000-000-0000
	FACSIMILE:
	EMAIL:	xxxxxxx@xxxxxxxxxx.xxx

TENANT: ProFinancial	TRADE NAME:	ProBank
Holdings, Inc., or its	ADDRESS:	000 Xxxxx Xxxxxx Xxxxxx Xxxxx 000
assigns		Tallahassee, FL 32301
	CONTACT:	Xxxxxx X. Xxxxx, Esq.
	TELEPHONE:	(000) 000-0000

PREMISES:	Entire street level of Commercial Building (see attached survey), including non-exclusive rights to the use of all parking located adjacent to such building and all easements and access rights available in connection therewith.

	ADDRESS: 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (The approximate location of the premises is shown on Exhibit “A” attached to this Lease and made a part hereof for all purposes)

AREA:	Months 1-12 - 5,000 sq ft
	13-24 - 6,500 sq ft 25-36 - 8,000 sq ft 37-48 - 9,500 sq ft 49-60 - 12,000 sq ft

LEASE TERM:	Initial Term of Sixty (60) Months with a Sixty (60) Month option to renew. Begins on the Rent Commencement Date and ends on the Expiration Date, unless terminated or extended as provided in this Lease.

LEASE COMMENCEMENT DATE:	The date of this Lease.

RENT COMMENCEMENT DATE:	Shall be January 1, 2007

EXPIRATION DATE:	Sixty (60) Months from the first day of the first month after the Lease Commencement Date.

OPTION TO RENEW:	One (1) option to renew for a Sixty (60) Month term. Upon renewal under the Option to Renew, Tenant shall pay Rent based upon One Hundred (100%) Percent of the rentable square footage of the Premises.

MINIMUM BASE RENT:	$12.00 per square foot of leased space, plus a Three (3%) Percent annual escalation beginning on the first day of each Lease Year following the First Lease Year.
POSSESSION:		Delivery of Possession of the Premises within the meaning of this Lease shall be accomplished by Landlord’s delivery of keys to the Premises (“Possession”), which date shall be the Lease Commencement Date.

BUILDING IMPROVEMENT: ALLOWANCE		None

TENANT’S USE:		Banking and customary ancillary uses.

REQUIRED OPENING DATE:		No later than _______ (____) days from the Rent Commencement Date.

SECURITY DEPOSIT:		$ 0

PREPAID RENT:		$ 0

OPTION TO PURCHASE:		Tenant shall have an open option to purchase the Premises which springs in the Twenty Fifth (25) Month of the Term. The purchase price shall be as follows:

		Months 25-36 - $2,900,000
		37-48 - $3,200,000 00-00 - $3,500,000

		Tenant shall be responsible to pay all closing costs, including a sales Commission, associated with the option to purchase, if exercised. If the option to purchase is not exercised within Months 25-60, the option to purchase shall expire.

Witnesses:	Landlord: MOON BUILDING INVESTORS, LLC
/s/ Xxxxx X. Xxxxxxxx	By:	FULLCO INVESTMENTS, INC.

Print Name: Xxxxx X. Xxxxxxxx	By:	/s/ Xxxxxx X. Xxxxxx
/s/ X. Xxxxxxx		Xxxxxx X. Xxxxxx, President

Print Name: X. Xxxxxxx
	Tenant:

Witnesses:	PRO FINANCIAL HOLDINGS, INC.

/s/ Xxxxxx X. Xxxxx	By:	/s/ X. Xxxxx Xxxxxxxx
		Name: X. Xxxxx Xxxxxxxx
Print Name: Xxxxxx X. Xxxxx		Title: President


Print Name: