SOUTH CITY PLAZA OFFICE LEASE AGREEMENT

Exhibit 10.1

SOUTH CITY PLAZA

0000 XXXXX XXXXXXX XXXXXXX

XXXXXX LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (this “Lease”) made as of this 15th day of October, 2015, by and between 1515 ASSOCIATES, LTD., a Florida limited partnership (“Landlord”), and Ominto,

Inc., a Nevada corporation (“Tenant”).

W I T N E S S E T H:

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those premises known as Suite 307, depicted on Exhibit “A” attached hereto and made a part hereof (the “Premises”), being located on the third floor of a multi-story office building located at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 (the “Building”) constructed on a parcel of land (the “Property”).

The parties hereto stipulate and agree that the Premises consists of Two Thousand Six Hundred Thirty (2,630) rentable square feet. Landlord and Tenant agree that the rentable square footage of the Premises provided shall be the final determination of the rentable square footage for all purposes and may not be challenged or altered for any reason whatsoever. Tenant, its customers, employees, contractors, servants, agents and invitees shall also have the right to use the common areas of the Building and the Property such as, but not limited to, elevators, stairwells and hallways maintained for the use of all of the tenants of the building in common with other tenants of the Building.

1.	TERM AND POSSESSION.

The term of this Lease shall be for Thirty Nine (39) full calendar months (unless sooner terminated or extended, as the case may be, as hereinafter provided) (the “Lease Term”) beginning on the “Commencement Date” (as hereinafter defined), except that if the Commencement Date is other than the first day of a calendar month, the term of this Lease shall be extended such that it expires on the last day of a calendar month.

The Commencement Date shall mean and be defined as the earlier of (i) the date upon which the Premises is “Substantially Complete”, or deemed “Substantially Complete”, as such term is defined in the Work Letter Agreement attached hereto and made a part hereof as Exhibit “B”, or (ii) the date on which Tenant takes possession of a portion of or all the Premises.

Landlord shall Substantially Complete the “Leasehold Improvements” in the Premises as provided in the Work Letter Agreement with reasonable diligence, subject to events and delays due to causes beyond its reasonable control, including Tenant Delays (as defined in the Work Letter Agreement).

If Substantial Completion of the Premises or possession thereof by Tenant is delayed because any tenant or other occupant thereof holds over, and Landlord is delayed, using good faith efforts in Landlord’s discretion, in acquiring possession of the Premises, Landlord shall not be deemed in default, nor in any way liable to Tenant because of such delay, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same as Substantially Complete, which date shall thenceforth be deemed the Commencement Date notwithstanding any other provision herein to the contrary.

Promptly following the Commencement Date Tenant shall execute and deliver to Landlord a letter of acceptance of delivery of the Premises, such letter to be on Landlord’s standard form. The delivery of the acceptance letter by Tenant shall not constitute a condition of evidence of delivery and acceptance of the Premises by Tenant.

For the purposes of this Lease, a Lease Year shall mean each twelve (12) month period beginning on the Commencement Date and each anniversary of the Commencement Date (or the first day of the succeeding calendar month following the month in which the Commencement Date occurs should such date be on any day after the first day of a calendar month), and extending until the last day of each twelve (12) full calendar month period thereafter.

RENTAL.

Tenant shall pay to Landlord throughout the Lease Term a base annual rental of Forty Eight Thousand Six Hundred Fifty Five and no/100 Dollars ($48,655.00) together with all sales, use, transaction, or comparable tax(es) applicable thereto. Said base annual rental (hereinafter referred to as the “Base Rental”) shall be subject to adjustment as hereinafter provided in this Lease. Base Rental, together with tax(es) payable thereon, shall be due and payable in equal monthly installments of Four Thousand Fifty Four and 58/100 ($4,054.58) in advance, without demand, deduction or setoff, on or before the first day of each calendar month during the Lease Term. However, upon a default by Tenant of any of its obligations hereunder, the Base Rental for the balance of the Lease Term shall be immediately due and payable. If this Lease commences on a day other than the first day of a calendar month, the monthly Base Rental for the fractional month shall be appropriately prorated.

Tenant recognizes that late payment of any Rent (as hereinafter defined) or other sum due hereunder from Tenant to Landlord will result in administrative expense to Landlord, the extent of which additional expense would be extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if Rent or any other payment due hereunder from Tenant to Landlord remains unpaid five (5) days after the same is due, the amount of such unpaid Rent or other payment shall be increased by a late charge to be paid Landlord by Tenant in an amount equal to five percent (5%) per month of the amount of the delinquent Rent or other payment. The amount of the late charge to be paid to Landlord by Tenant for any particular month shall be computed on the aggregate amount of delinquent Rent and other payments, including all accrued late charges then outstanding. Tenant agrees that such amount is a reasonable estimate of the loss and expense to be suffered by Landlord as a result of such late payment by Tenant and may be charged by Landlord to defray such loss and expense. The terms of this Paragraph in no way relieve Tenant of the obligation to pay Rent or other payments on or before the date on which they are due, nor do the terms of this Paragraph in any way affect Landlord’s remedies pursuant to Paragraph 18 of this Lease in the event said Rent or other payment is unpaid after the date due.

Rental Commencement Date is the date specified in Paragraph 1(a) hereof for the Commencement Date and subject to the Rent Abatement set forth in Paragraph 2(g) below, is the date upon which the first rental payment hereunder becomes due.

Landlord will receive monthly from Tenant, in addition to Rent, the equivalent of six percent (6%) of all amounts paid as Rent hereunder, or such other amount as may, from time to time, be required by law, which sum is paid as sales tax to the State of Florida by Landlord under the Florida Sales Tax Statute. Landlord receives no monetary benefit from the collection and disbursement of sales tax. Should such tax rate change under the Florida Sales Tax Statute or Palm Beach County Ordinance, Landlord will receive monthly from Tenant the amount reflective of appropriate charges. Tenant shall pay Landlord in conjunction with all sums due hereunder, any and all applicable sales, use or other similar tax and any interest or penalties assessed therein (“Sales Tax”) simultaneously with such payment.

	e.	The annual Base Rental payable hereunder for each Lease Year shall adjust on an automatic basis on the first day of the second Lease Year and the first day of each successive Lease Year thereafter, in the following manner:

		The Base Rental rate provided for in Paragraph 2(a) shall be increased by three percent (3%) over the Base Rental rate of the prior Lease Year on the first day of each succeeding Lease Year of the Lease Term. Escalations shall be prorated when necessary to reflect occupancy for less than one (1) year.

In addition to the Base Rental, Tenant shall pay without demand, deduction, or setoff as “Additional Rent” all sums of money due from Tenant to Landlord hereunder, except Base Rental, including without limitation sales tax, (which amounts together with Base Rental may collectively be referred to as “Rent” hereunder) Tenant’s Proportionate Share of the Operating Expenses of the Building shall be paid as Additional Rent hereunder. “Tenant’s Proportionate Share” is the amount which is equivalent to the percentage determined by dividing the rentable square feet in the Premises by the total rentable square feet in the Building. Operating Expenses shall mean all expenses of every kind incurred by Landlord with respect to the ownership, management, operation, improvement, promotion and maintenance of the Building, the land under the Building, and the Property, including, without limitation, the parking lot, landscaping and appurtenances and any property taxes, insurance premiums, assessments, governmental charges, capital expenses, reserves for repair and replacement, cost of providing security services, costs of providing supervision of the parking facilities and owners’ dues of any kind and nature whatsoever. In the event that during any Lease Year, less than ninety- five (95%) of the Building shall have been occupied by tenants and fully used by them at any time, Operating Expenses shall, during such period in which occupancy was less than ninety-five (95%) percent, be increased to the amount that Operating Expenses would normally be expected to have been incurred had such occupancy attained a minimum of ninety-five (95%) percent and had full utilization been made during the applicable Lease Year. In addition, if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would constitute an Operating Expense), to a tenant who has undertaken to perform such work or service in-lieu of the performance thereof by Landlord, Operating Expenses in the applicable Lease Year shall be adjusted to an amount equal to the Operating Expenses which would reasonably have been incurred during such period by Landlord if Landlord had furnished such work or service to such tenant.

On or before the Commencement Date, and in each calendar year thereafter during the Lease Term on or before March 1 or as soon thereafter as is reasonably possible, Landlord shall deliver to Tenant a statement setting forth Landlord’s reasonable estimate of the Operating Expenses of the Building for the then current calendar year and Tenant shall pay monthly, as Additional Rent, an amount equal to one twelfth (1/12th) of Tenant’s Proportionate Share of the estimated Operating Expenses of the Building. In the event Landlord determines that the estimate of the Operating Expenses is incorrect or insufficient to pay for actual costs, Landlord shall give Tenant notice of such discrepancy and the adjustment to the Additional Rent for the balance of the calendar year and the Additional Rent shall be increased or reduced as necessary as of the next monthly payment of Base Rental. On or before March 1 of each calendar year during the Lease Term, or as soon thereafter as is reasonably possible, Landlord shall furnish to Tenant a statement (the “Expense Statement”) which shall set forth the actual Operating Expenses of the Building for the previous calendar year. Landlord agrees to keep true and accurate records in accordance with accepted accounting principles of the Operating Expenses of the Building. After delivery of the Expense Statement, there shall be an adjustment between Landlord and Tenant such that after said adjustment Tenant will have paid the actual Additional Rent amount due in accordance with this Paragraph. Payment pursuant to said adjustment to Landlord or Tenant, as the case may be, shall be made within thirty (30) days following delivery of the Expense Statement to Tenant. For any year less than a full calendar year, Tenant’s Operating Expenses shall be prorated based on applicable expenses for the calendar year. Tenant’s obligation for payment of Additional Rent shall survive expiration or termination of this Lease.

No payment by Tenant or receipt by Landlord of an amount less than the Base Rent or Additional Rent or any other sum due and payable under this Lease shall be deemed to be other than a payment on account of the Base Rent, Additional Rent or other such sum, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, nor preclude Landlord’s right to recover the balance of any amount payable or Landlord’s right to pursue any other remedy provided in this Lease or at law.

Notwithstanding the foregoing, as consideration for Tenant’s performance of all of its obligations under the Lease, Landlord conditionally excuses Tenant from payment of the monthly Base Rent otherwise payable for the first three (3) months of the Lease Term (the “Rent Abatement”). However, upon the occurrence of any default by Tenant of any of its obligations hereunder arising during the Lease Term beyond all applicable notice and cure periods, the aggregate amount of the Rent Abatement that was conditionally excused shall be deemed Additional Rent due and payable by Tenant to Landlord within five (5) days of written notice from Landlord to Tenant.

3.	OCCUPANCY AND USE.

Subject to the rights of other tenants in the Building under their leases, Tenant shall use and occupy the Premises for general office purposes and for no other purpose without the prior written consent of Landlord.

Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them, nor use or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purposes or for any business, use or purpose deemed to be disreputable or inconsistent with the operation of a first class office building nor shall Tenant cause or maintain or permit any nuisance in, on, or about the Premises. Tenant shall not commit or suffer the commission of any waste in, on, or about the Premises. In the event Tenant is not in compliance with this Paragraph at any time during the Lease Term, Landlord may, at its option, (i) correct to the best of its ability the noncompliance, in which case all expenses associated therewith shall be borne by Tenant, or (ii) pursue other remedies available to it under this Lease or at law.

COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything therein which will in any way increase the rate of any insurance upon the Building in which the Premises are situated or any of its contents or cause a cancellation of said insurance or otherwise affect said insurance in any manner, and Tenant shall at its sole cost and expense promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use, or occupancy of the Premises. In the event Tenant’s use of the Premises, directly or indirectly, results in the need to alter any common areas of the Building in order to comply with Americans with Disabilities Act requirements, or other governmental requirements, Tenant shall pay all costs associated therewith on demand by Landlord.

ALTERATIONS. Subsequent to the completion of the Leasehold Improvements as set forth in Exhibit “B”, if any, Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on or to the Premises, or any part thereof, without the prior written consent of Landlord; and any such alterations, additions, or improvements in, on or to said Premises, except for Tenant’s fixtures, movable furniture and equipment, shall immediately become Landlord’s property at the end of the Lease Term, to remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made at Tenant’s sole cost and expense, in accordance with plans and specifications approved by Landlord, and any contractor or person selected by Tenant to make the same, and all subcontractors, must first be approved in writing by Landlord, or, at Landlord’s option, the alteration, addition or improvement shall be made by Landlord for Tenant’s account and Tenant shall reimburse Landlord for the cost thereof upon demand. Upon the expiration or sooner termination of the term herein provided, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense forthwith and with all due diligence remove any or all alterations, additions, or improvements made by or for the account of Tenant, designated by Landlord to be removed, and Tenant shall forthwith and with all due diligence, at its sole cost and expense, repair and restore the Premises to its original condition.

REPAIR. By taking possession of the Premises, Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver the Premises and otherwise in good order, condition and repair. Tenant shall, at all times during the Lease Term at Tenant’s sole expense, keep the Premises and every part thereof in good order, condition and repair, excepting ordinary wear and tear, damage thereto by fire, earthquake, act of God or the elements. Tenant shall upon the expiration or sooner termination of the Lease Term, unless Landlord demands otherwise as herein provided, surrender to Landlord the Premises and all repairs, changes, alterations, additions and improvements thereto in the same condition as when received, or when first installed, ordinary wear and tear, damage by fire, earthquake, act of God, or the elements excepted. It is hereby understood and agreed that Landlord has no obligation to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof except as specified in Exhibit “B” attached hereto and made a part hereof, and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically herein set forth.

LIENS. Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligations incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other rights and remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection herewith shall be Additional Rent and shall be payable to it by Tenant on demand and with interest at the rate of eighteen percent (18%) per annum, provided, however, that if such rate exceeds the maximum rate permitted by law, the maximum rate shall apply; the interest rate so determined is hereinafter called the “Agreed Interest Rate”. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord, the Premises, the Building, and any other party having an interest therein from mechanics and materialmen’s liens, and Tenant shall give to Landlord at least five (5) business days prior written notice of commencement of any construction on or in the Premises. Landlord and Tenant hereby give notice and Landlord, at its option, may require Tenant to provide a written certification of same to be recorded in the Public Records of the County in which the Building is located, that no party providing labor services or materials for the improvement of the Premises for or at the direction of Tenant shall be entitled to a lien against Landlord’s interest in the Premises including Landlord’s fee simple title to the Property and the Building, but must look instead only to Tenant and the Tenant’s interest under this Lease to satisfy such claims.

8.	ASSIGNMENT AND SUBLETTING.

Tenant shall not sell, assign, encumber, hypothecate, pledge or otherwise transfer by operation of law or otherwise this Lease or any interest herein, sublet the Premises or any portion thereof or suffer any other person to occupy or use the Premises or any portion thereof, without the prior written consent of Landlord, nor shall Tenant permit any lien to be placed on Tenant’s interest voluntarily or by operation of law. Notwithstanding the foregoing, Landlord and Tenant agree that, prior to an assignment or sublease becoming effective, any such assignment or sublease must be approved in writing by the holder of any mortgage or other financing instrument encumbering the Property and/or the Building. Tenant shall, by written notice, advise Landlord of its desire from and after a stated date (which shall not be less than thirty (30) nor more than ninety (90) days after the date of Tenant’s notice) to sublet the Premises or any portion thereof for any part of the Lease Term or to assign the Tenant’s interest under this Lease. Tenant shall supply Landlord with such information, financial statements, verifications and related materials as Landlord may request in order to evaluate the written request to so sublet or assign. Landlord shall have the right, to be exercised in Landlord’s sole discretion and by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice and all of the aforesaid materials, to either refuse to consent to the proposed subletting or assignment or to terminate this Lease as to the portion of the Premises described in Tenant’s notice, and such notice from Landlord shall, if given, terminate this Lease with respect to the portion of the Premises therein described as of the date stated in Tenant’s notice. Said notice by Tenant shall state the name, address and principal(s) of the proposed subtenant or assignee, and (if a proposed subtenant) Tenant shall deliver to Landlord a true and complete copy of the proposed sublease with said notice. If said notice shall specify all of the Premises and Landlord shall give a termination notice with respect thereto, this Lease shall terminate on the date stated in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all of the Premises, the Rent, as defined and reserved hereinabove and as adjusted pursuant to Paragraph 2(e) and Paragraph 2(f) shall be adjusted by Landlord and this Lease, as so amended, shall continue thereafter in full force and effect. If Landlord, upon receiving said notice from Tenant with respect to the subletting or assignment of all or any portion of the Premises, shall not exercise its right to terminate, Tenant hereby agrees that Landlord shall be entitled to unconditionally withhold its consent to any such subletting or assignment if the proposed subtenant or assignee is a prospective tenant for other space within the Building or for space within any other buildings owned and/or managed by the Landlord or affiliated entities, or if the Building within which the Premises are located is not one hundred percent (100%) leased. Tenant hereby agrees that Landlord may condition its consent to any such sublease or assignment upon the following: (i) any such sublease or assignment must be on the same terms, conditions and use permitted as are contained in this Lease; and (ii) if the sublease or assignment is at a rental rate greater than the rental rate required in this Lease and such sublease or assignment is approved by Landlord, Tenant agrees to pay to Landlord one hundred percent (100%) of the amount of rent required in the sublease or assignment, which is in excess of the Rent required under this Lease. Tenant shall, at Tenant’s own cost and expense, discharge in full any commissions which may be due and owing from any party as a result of any proposed assignment or subletting, whether or not the Lease is terminated pursuant thereto and rented by Landlord to the proposed subtenant or any other tenant.

Any subletting or assignment hereunder by Tenant must be approved in writing by Landlord prior to being effective and shall not result in Tenant being released or discharged from any liability under this Lease. As a condition to Landlord’s prior written consent as provided for in this Paragraph, the assignee or subtenant shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord promptly after execution, an executed copy of such sublease or assignment and an agreement of said compliances by each sublease or assignee.

Landlord’s consent to any sale, assignment, encumbrance, subletting, occupation, lien or other transfer shall not release Tenant from any obligations hereunder or be deemed to be a consent to any subsequent occurrence. Any sale, assignment, encumbrance, subletting, occupation, lien or other transfer of this Lease which does not comply with the provisions of this Paragraph shall be void.

9.	PARKING AND COMMON AREAS.

Upon request by Tenant and subject to availability, during the Lease Term, Tenant may request reserved parking spaces in the covered parking area (“Designated Space(s)”). If such request is made by Tenant, Landlord’s sole obligation shall be to identify such spaces as designated for Tenant’s exclusive use, using such signage or methods of identification as Landlord shall deem appropriate. Landlord may, but shall have no obligation to, enforce such designation by towing violators or other enforcement actions. Tenant shall not have the right to tow vehicles parked in Tenant’s designated spaces. Landlord shall have the right, after reasonable notice to Tenant and in Landlord’s discretion, to change the location of Tenant’s designated parking spaces from time to time so long as they continue to be in the covered parking area. In addition to Base Rent and as additional rent hereunder, Tenant shall pay Landlord Seventy-Five and 00/100 Dollars ($75.00) per Designated Space per month (“Parking Charge”) commencing with the first payment of Base Rent following the delivery of a Designated Space to Tenant. The monthly Parking Charge shall increase at the same times and in the same proportions as each increase in Base Rent.

In addition to the Premises, Tenant shall have the right to non-exclusive use, in common with Landlord, other tenants, and the guests, employees and invitees of common areas (“Common Areas”) (a) automobile parking areas, driveways and footways, and (b) such loading facilities, freight elevators and other facilities as may be designated from time to time by Landlord, subject to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof as prescribed from time to time by Landlord. The parking area shall be provided with adequate lighting and shall be maintained in good condition by Landlord; provided that Landlord shall have the right at any time and from time to time to change or modify the design and layout of the parking area(s). In no event shall Tenant use, at any time, more than three point eight (3.8) parking spaces per one thousand (1,000) usable square feet of space in the Premises. If, at any time, Landlord reasonably determines that Tenant’s use of the parking lot has exceeded the number of parking spaces allocated to Tenant, Landlord shall give Tenant written notice and Tenant shall, at Tenant’s expense, make arrangements for employee parking at a site located off the Property sufficient to reduce Tenant’s use of the parking lot to the required ratio.

The common areas shall be subject to the exclusive control and management of Landlord and Landlord shall have the right to establish, modify and change and enforce from time to time rules and regulations with respect to the common areas so long as such rules are not discriminatory against Tenant; and Tenant agrees to abide by and conform with such rules and regulations.

Tenant agrees that it and its officers and employees will park their automobiles only in such areas as Landlord may from time to time designate. Tenant agrees that it will, within five (5) days after written request therefore by Landlord, furnish to Landlord the state automobile license numbers assigned to its cars and the cars of all of its employees. Tenant shall not park any truck or delivery vehicle in the parking areas, nor permit deliveries at any place other than as designated by Landlord.

Neither the parking area nor any common Area in the Building shall be used by Tenant, its successors and assigns, or any agent, employee, invitee, licensee, or customer of Tenant, for any advertising, political campaigning or other similar use, including without limitation, the dissemination of advertising or campaign leaflets or flyers.

Landlord expressly reserves the right at any time during the term of this Lease to impose a charge for parking and/or a validation system for the parking of cars in the areas reserved for Bank parking.

In the event Landlord deems it necessary to prevent the acquisition of public rights in and to the Building, Landlord may from time to time temporarily close portions of the common areas, and may erect private boundary markers or take such steps as deemed appropriate for that purpose. Such action shall not constitute or be considered an eviction or disturbance of Tenant’s quiet possession of the Premises.

10.	INSURANCE AND INDEMNIFICATION.

Landlord shall not be liable to Tenant and Tenant, on behalf of itself, its principals, employees, agents and invitees, hereby waives all claims against Landlord for any injury or damage to any person or property in or about the Premises or the Property by or from any cause whatsoever, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement, or other portion of the Premises or the Building, or caused by gas, fire, or explosion of the Building or the complex of which it is a part or any part thereof.

Tenant, on behalf of itself, its principals, employees, agents and invitees, shall hold Landlord harmless from and defend the Landlord against any and all claims or liability for any injury or damage to any person or property: (i) occurring in, on or about the Premises or any part thereof, (ii) occurring in, on or about any facilities (including without limitation, elevators, stairways, passageways, sidewalks, parking lots or hallways), the use of which Tenant may have in conjunction with other tenants or occupants of the Building, when such injury or damage shall be caused in part or in whole by the act, neglect, fault of, or omission of any duty with respect to the same by Tenant, its agents, servants, employees, or invitees. Tenant, on behalf of itself, its principals, employees, agents and invitees, further agrees to indemnify and save harmless the Landlord, Landlord’s principals, employees, agents and invitees, against and from any and all claims by or on behalf of any work or thing whatsoever done by the Tenant in or about or from transactions of the Tenant concerning the Premises, and will further indemnify and save the Landlord harmless against and from any and all claims arising from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease, or arising from any act or negligence of the Tenant, or any of its agents, contractors, servants, employees and licensees, and from and against all costs, counsel fees, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon. Furthermore, in case any action or proceeding be brought against Landlord by reason of any claims or liability, Tenant shall be responsible for all reasonable attorneys’ fees and Tenant agrees to defend such action or proceeding at Tenant’s sole expense by counsel reasonably satisfactory to Landlord. The provisions of this Lease with respect to any claims or liability, arising out of matters occurring prior to such expiration or termination shall survive any such expiration or termination.

Tenant agrees to purchase at its own expense and to keep in force at all times during the term of this Lease a policy or policies of (a) worker’s compensation (b) commercial general liability insurance, including personal injury and property damage, with contractual liability endorsement, in the amount of One Million Dollars ($1,000,000.00) for property damage and Three Million Dollars ($3,000,000.00) per occurrence for personal injuries or deaths of persons occurring in or about the Premises (c) an extended coverage casualty insurance policy covering the full replacement value of the Leasehold Improvements and any other improvements Tenant may make to the Premises (d) business interruption insurance in an amount sufficient to cover costs, damages, lost income, expenses, Base Rent, Additional Rent and all other sums payable under this Lease, should any or all of the Premises not be usable for a period of up to twelve (12) months and (e) a policy of comprehensive automobile liability insurance, including loading and unloading, and covering owned, non-owned and hired vehicles, with limits of no less than One Million Dollars ($1,000,000.00) per occurrence.. Said policies shall: (i) name Landlord as an additional insured and insure Landlord’s contingent liability under this Lease (except for the worker’s compensation policy, which shall instead include a waiver of subrogation endorsement in favor of Landlord), (ii) be issued by an insurance company which is acceptable to Landlord and licensed to do business in the State of Florida, and (iii) provide that said insurance shall not be canceled or modified unless thirty (30) days prior written notice shall have been given to Landlord. Said policy or policies or certificates thereof shall be delivered to Landlord by Tenant not later than concurrently with the Commencement Date and thereafter upon each renewal of said insurance;

11.

WAIVER OF SUBROGATION. Each of the Landlord and Tenant hereby releases the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by fire or any other perils insured in policies of insurance and for any loss or damage to property caused by fault or negligence covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for which such party may be responsible, including any other tenants or occupants of the remainder of the Building in which the Premises are located; provided however, that this release shall be applicable and in force and effect only to the extent that such release shall be lawful at the time and in any event only with respect to loss or damage occurring during such time as the releasor’s policies shall contain a clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder and then only to the extent of the insurance proceeds payable under such policies. Each of Landlord and Tenant agrees that it will request its respective insurance carriers to include in its policies such a clause or endorsement. If extra costs shall be charged therefor, each party shall advise the other of the amount of the extra cost, and the other party may, at its election, pay the same, but shall not be obligated to do so. If such other party fails to pay such extra cost, the release provisions of this Paragraph shall be inoperative against such other party to the extent necessary to avoid invalidation of such releasor’s insurance. The provisions of this clause shall not apply in those instances in which waiver of subrogation would cause either party’s insurance to be void or uncollectible.

12.	SERVICES AND UTILITIES.

Landlord shall maintain the public and Common Areas of the Building, including lobbies, stairs, elevators, corridors and restrooms, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, and the structure itself, in reasonably good order and condition, except for damage occasioned by acts of Tenant, which damage shall be repaired by Landlord at Tenant’s expense. In the event Tenant requires or needs to have one or more separate systems of either heating, ventilating, air- conditioning or other similar systems over and above that provided, the installation, care, expenses and maintenance of each such system shall be borne by and paid for by Tenant.

Provided Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and to the rules and regulations of the Building, as from time to time promulgated , Landlord, agrees to furnish to the Premises during Ordinary Business Hours of generally recognized business days, to be determined by Landlord (but exclusive, in any event, of Sundays and legal holidays), heat and air-conditioning appropriate in Landlord’s judgment for the comfortable use and occupation of the Premises, janitorial services during the time and in the manner that such services are, in Landlord’s judgment, customarily furnished in comparable office buildings in the market area, and elevator service. Landlord shall be under no obligation to provide additional or after Ordinary Business Hours heating or air-conditioning, but if Landlord elects to provide such services at Tenant’s request, Tenant shall pay to Landlord a reasonable charge for such services as determined from time to time by Landlord. Tenant agrees to keep and cause to be kept closed all window coverings, if any, when necessary because of the sun’s position, and Tenant also agrees at all times to cooperate fully with Landlord and to abide by all the regulations and requirements which Landlord may prescribe for the proper functioning and protection of said heating, ventilating and air-conditioning system and to comply with all laws, ordinances and regulations respecting the conservation of energy. Whenever heat generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air-conditioning system, Landlord reserves the right to install supplementary air- conditioning units in the Premises, the cost thereof, including the cost of electricity and/or water therefor, shall be paid by Tenant to Landlord. Landlord agrees to furnish to the Premises electricity for general office purposes and water for common men’s and women’s lavatories and drinking purposes, subject to the provisions of Subparagraph 12(c) below. In the alternative, Landlord shall have the option to require that Tenant arrange, at Tenant’s expense, for the installation of separate meters for electric, water and sewer services to the Premises, in which event Tenant shall pay for all such services directly to the provider of such services. Such arrangement shall not excuse Tenant from paying Tenant’s Proportionate Share of the utilities used in the common and public areas of the Building. Landlord shall in no event be liable for any interruption or failure of utility services on the Premises, but Landlord will exercise due diligence to furnish uninterrupted service.

Tenant will not, without the written consent of Landlord, use any apparatus or device in the Premises, including without limitation, electronic data processing machines, punch card machines, and machines using excess lighting or current which will in any way increase the amount of electricity or water usually furnished or supplied for the use of the Premises as general office space, nor connect with electric current, except through existing electrical outlets in the Premises, or utilize water flow except through existing water pipes. If Tenant, in Landlord’s judgment, shall require water or electric current or any other resource in excess of that usually furnished or supplied for the use of the Premises as general office space (it being understood that such resource in excess may result from the number of fixtures, apparatus and devices in use, the nature of such fixtures, apparatus and devices, the hours of use, or any combination of such factors), Tenant shall first procure the consent of Landlord which Landlord may refuse, to the use thereof, and Landlord may cause a special meter to be installed in the Premises so as to measure the amount of water, electric current or other resources consumed for any such other use. The cost of any such meters and of installation, maintenance and repair thereof shall be paid for by the Tenant, and Tenant agrees to pay Landlord promptly upon demand by Landlord for all such water, electric current or other resource consumed, as shown by said meters, at the rates charged by the local public utility, furnishing the same, plus any additional expenses incurred in keeping account of the water, electric current or other resource so consumed. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing utilities and services, (ii) failure to furnish or delay in furnishing any such utilities or services when such failure or delay is caused by acts of God or the elements, labor disturbances of any character, any other accidents or other conditions beyond the reasonable control of Landlord, or by the making of repairs or improvements to the Premises or the Building, or (iii) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or Building. Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental agencies or utilities suppliers in reducing energy or other resources consumption.

Any sums payable under this Paragraph shall be considered Additional Rent and may be added to any installment of Rent thereafter becoming due and Landlord shall have the same remedies for a default in payment of such sums as for a default in the payment of Rent.

Tenant shall not provide any janitorial services without Landlord’s written consent and then only subject to supervision of Landlord and by a janitorial contractor or employees at all times satisfactory to Landlord. Any such services provided by Tenant shall be Tenant’s sole risk and responsibility.

“Ordinary Business Hours” shall mean 7:00 a.m. to 6:00 p.m., Monday through Friday, 8:00 a.m. to 1:00 p.m., Saturday, fifty-two (52) weeks per year, except for legal holidays and any other holiday as may be determined and acknowledged by Landlord from time to time.

Landlord has no duty or obligation to provide any security services in, on or around the Premises, Land or Building, and Tenant recognizes that security services, if any, provided by Landlord will be for the sole benefit of Landlord and the protection of Landlord’s property and under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect to, Landlord providing security or other protection for Tenant, its principals, employees, guests, invitees, vendors or such other persons (“Tenant’s Agents”) or property in, on or about the Premises, Land or Building. Subject to Landlord’s prior approval, Tenant may, at its sole cost and expense, install, establish and maintain security services within the Premises; provided that, such security services (including any apparatus, facilities, equipment or people utilized in connection with the provision of such security services) comply with governmental requirements and shall not cause the Building to be out of compliance with any applicable governmental requirements. Notwithstanding the foregoing, any such security services installed, established or maintained by Tenant must not affect or impact any portion of the Building or the Land other than the Premises and shall not in any way limit or interfere with Landlord’s ability to exercise its rights of entry as provided in this Lease. Tenant’s rights under this Subparagraph are subject to all the obligations, limitations and requirements as set forth in Paragraphs 5, 21, the Work Letter and as otherwise provided herein.

(i) Maintenance and Use. Tenant covenants and warrants that its use of the Premise shall not cause or contribute to the growth of mold, fungi, or other bacteria due to the presence of water in the Premises or increased humidity levels within the Premises. Conditions which could cause or contribute to mold growth include without limitation (1) allowing water to collect or condense within the Premises (2) failing to monitor and inspect windows and pipes for leaks, (3) failing to properly maintain any equipment within the Premises including without limitation water heaters, HVAC equipment, sinks, refrigerators and dishwashers.

(ii)

Reporting and Action Requirements. Tenant shall immediately notify Landlord in writing of (i) any visible signs of mold growth (ii) any water leak or condensation and (iii) if Tenant has any reasonable cause to believe that mold, bacteria or fungi growth has or will occur in the Premises. Tenant shall use best efforts to repair any condition promptly which could cause or contribute to mold growth and immediately stop any leak and remove any excess water caused by leaks provided however, Landlord shall reimburse Tenant for any costs and expenses reasonably and actually incurred in making such repairs and maintenance to the extent it is otherwise the obligation of Landlord under this Lease.

(iii)

Indemnification. Tenant shall defend, indemnify and hold Landlord harmless (and Landlord’s agents, employees, affiliates and mortgagees harmless) from and against any and all claims, demands, penalties, fees, liabilities, settlements, damages, costs of remediation, or other costs and expenses (including without limitation, attorneys’ fees, consultants’ fees, and litigation expense

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SOUTH CITY PLAZA OFFICE LEASE AGREEMENT