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363 Atlantic Blvd 9 COMM21-0007 Ocean Massage Int BuildoutOWNER:ADDRESS:CITY:STATE:ZIP: NSHORE LLC P O BOX 357742 GAINESVILLE FL 32606 COMPANY:ADDRESS:CITY:STATE:ZIP: REGIS HOME IMPROVEMENT LLC TYPE OF CONSTRUCTION: REAL ESTATE NUMBER:ZONING:BUILDING USE GROUP:SUBDIVISION: 169730 0000 ATLANTIC BEACH JOB ADDRESS:PERMIT TYPE:DESCRIPTION: VALUE OF WORK: 363 ATLANTIC BLVD 09 COMMERCIAL ALTERATION COMMERCIAL INTERIOR BUILDOUT - OCEAN MASSAGE $10000.00 FEES DESCRIPTION ACCOUNT QUANTITY PAID AMOUNT BUILDING PERMIT 455-0000-322-1000 0 $105.00 BUILDING PLAN CHECK 455-0000-322-1001 0 $52.50 FIRE DEPARTMENT FEE 45500002080800 0 $150.00 STATE DBPR SURCHARGE 455-0000-208-0700 0 $2.36 STATE DCA SURCHARGE 455-0000-208-0600 0 $2.00 LIST OF CONDITIONS Roll off container company must be on City approved list . Container cannot be placed on City right-of-way. NOTICE: In addition to the requirements of this permit, there may be additional restrictions applicable to this property that may be found in the public records of this county, and there may be additional permits required from other governmental entities such as water management districts, state agencies, or federal agencies. WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE FIRST INSPECTION. IF YOU INTEND TO OBTAIN FINANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE RECORDING YOUR NOTICE OF COMMENCEMENT. MUST CALL INSPECTION PHONE LINE (904) 247-5814 BY 4 PM FOR NEXT DAY INSPECTION. ALL WORK MUST CONFORM TO THE CURRENT 6TH EDITION (2017) OF THE FLORIDA BUILDING CODE, NEC, IPMC, AND CITY OF ATLANTIC BEACH CODE OF ORDINANCES . ALL CONDITIONS OF PERMIT APPLY, PLEASE READ CAREFULLY. 1 of 2Issued Date: 6/4/2021 PERMIT NUMBER COMM21-0007 ISSUED: 6/4/2021 EXPIRES: 12/1/2021 COMMERCIAL PERMIT CITY OF ATLANTIC BEACH 800 SEMINOLE ROAD ATLANTIC BEACH, FL 32233 TOTAL: $311.86 2 of 2Issued Date: 6/4/2021 PERMIT NUMBER COMM21-0007 ISSUED: 6/4/2021 EXPIRES: 12/1/2021 COMMERCIAL PERMIT CITY OF ATLANTIC BEACH 800 SEMINOLE ROAD ATLANTIC BEACH, FL 32233 DESCRIPTION ACCOUNT QTY PAID PermitTRAK $311.86 COMM21-0007 Address: 363 ATLANTIC BLVD 09 APN: 169730 0000 $311.86 BUILDING $105.00 BUILDING PERMIT 455-0000-322-1000 0 $105.00 BUILDING PLAN REVIEW $52.50 BUILDING PLAN CHECK 455-0000-322-1001 0 $52.50 FIRE DEPARTMENT FEE $150.00 FIRE DEPARTMENT FEE 45500002080800 0 $150.00 STATE SURCHARGES $4.36 STATE DBPR SURCHARGE 455-0000-208-0700 0 $2.36 STATE DCA SURCHARGE 455-0000-208-0600 0 $2.00 TOTAL FEES PAID BY RECEIPT: R16007 $311.86 Printed: Friday, June 4, 2021 10:38 AM Date Paid: Friday, June 04, 2021 Paid By: REGIS HOME IMPROVEMENT LLC Pay Method: CREDIT CARD 463977419 1 of 1 Cashier: CG Cash Register Receipt City of Atlantic Beach Receipt Number R16007 ~+; CENTRALSQUARE Final Plumbing Final Electrical Final HVAC CC Final Final Building* Swimming Pool Steel Swimming Pool Safety Electrical Grounding & Bonding Swimming Pool Final (Bldg) Swimming Pool Final (PW) Formed Columns/ Beams* Masonry Cell Fill Structural Steel* OTHER: OTHER: OTHER: OTHER: OTHER: Power Pole Silt Fence Piers/ Stem Walls Underground Plumbing Underground Electric Foundation/ Footing Slab** Retaining Wall Footing Driveway Sewer (Building Dept) Sewer Tap (Utilities Dept) Rough Electric* Rough Plumbing/ Top Out* Rough Mechanical* House Wrap Wall Sheathing Roof Sheathing Tie-down Framing Connections Rough Framing Roofing In Progress Window/Door In-Progress Insulation Ceiling Insulation Wall Exterior Lath Stucco Scratch Coat Exterior Siding In-Progress Brick Flashing & Ties Early Power Gas Rough Gas Final* * When all rough electric, plumbing, mechanical are complete but before any work is covered up. * When all gas piping is complete and wallboard is installed but before gas is attached to any appliance. All outlets must be capped and pipe pressurized at a minimum of 15 lbs. * For new living space: When all construction work including electrical, plumbing, mechanical, exterior finish, grading, required paving and landscaping is complete and the building is ready for occupancy, but before being occupied Additional inspections may apply to your project if your project contains these elements: INSPECTIONS REQUIRED FOR BUILDING PERMITS To verify compliance with building codes, inspections of the work authorized are required at various points of the construction. The following inspections are typically required for residential projects: Date: Initial: Date: Initial: _____________________________________________________ Permit Type ____________________________________________________ Permit No. __________________________________________________________ Job Address ____________________________________________________ Contractor POST THIS CARD WITH PERMITS AND PERMIT DOCUMENTATION IN FRONT OF BUILDING Construction Hours per City Code: 7am—7pm Weekdays; 9am—7pm Weekends Building Department Public Works/Utilities Fire Department Phone: 904-247-5826 Phone: 904-247-5834 Phone: 904-630-4789 Fax: 904-247-5845 Fax: 904-247-5843 Fax: 904-630-4203 * When forms and reinforcing steel, anchor bolts, sleeves and inserts, and all electrical, plumbing and mechanical work is in place, but before concrete is poured. * When all structural steel members are in place and all connections are complete, but before such work is covered or concealed. ** FORM BOARD ELEVATION CERTIFICATE MUST BE ON-SITE FOR SLAB INSPECTION IN fE'1r l@N l lN E~ ~I@ ~1-iM Musr CAIi. BY 4PM PREVIOUS DAY FOR NIEXI' DAY INSPECIION 1 IMPORTANT PERMIT AND INSPECTION NOTES BUILDING. 1. The City Sea Turtle Protection Ordinance applies where land either has frontage on Beach Avenue, the Cloister Condominium, or is located eastward of Seminole Road from 20th Street northward to the City Limits. 2. No fill dirt can be delivered without prior approval from Public Works. Per COAB, 24-68. 3. The bottom of all foundation footings must be minimum 12 inches below existing grade, per COAB, 24-68 and FBC-B, Section 403.1.4. Site conditions may require footings to be deeper or higher above finished grade. Please review COAB Bulletin 1-16 to ensure minimum Finished Floor Elevation (FFE). 4. Fill dirt inside foundation walls must be compacted in 8-inch lifts, per FBC-R506.2.1. Please submit compaction tests, from a third-party testing agency, for every 16 inches of fill or fraction thereof. 5. At Final Inspection, a 6-inch clearance between exterior wall coverings and final grade (top of sod or mulch) will be required, per FBC-R318.7. Please plan FFE and lot grading accordingly. 6. Where questionable soils are found, during inspection, soil and compaction tests may be required, per FBC- R401. 7. Please provide a form-board or stem wall elevation form, from a licensed surveyor, for slab inspection. 8. Please review COAB Bulletin 2-18 to determine if a survey with setbacks and dimensions to property lines is required for slab inspection. 9. The placement and protection of steel reinforcement (Rebar) must comply with FBC-R606 (Masonry) and R608 (Concrete), including required Standard Hooks at top and bottom of vertical rebar. 10. Inspections: a. In-Progress Inspections are required for Exterior Siding and Window and Door Inspections and should be scheduled for the first day of work. b. A Scratch-Coat Inspection is required for stucco work. If you intend to apply a double-up, brown- coat, please call the Building Department to schedule a same-day Scratch-Coat Inspection. c. All roofing projects require an In-Progress Inspection, Residential and Commercial. d. The roof must be complete and the building dried in before scheduling rough trades inspections. 11. The joint tape for ZIP Board products is considered the dry-in or House Wrap for the building and must be inspected before covering over. All holes and penetrations in the sheathing and overdriven nails must be sealed. 12. Please post the building permit documents in a conspicuous location, before start of construction, including the Building Permit, Notice Of Commencement (NOC), and Construction Site Management Plan. The Police Department may review the management plan for compliance and parking. 13. Blocking any sidewalk or street is prohibited without prior approval from the Police Department and City Manager. 2 14. All work must match the approved plans. All changes to the approved plans must be re-submitted for plan review and approved before it can be inspected. Building inspectors are not authorized to approve changes to the approved plans in the field. (See Mechanical) 15. Where excavation is required for new construction, the provisions of FBC-B, Section 3307 will apply, including a 10-Day prior notice to adjoining property owners and protection of adjoining properties. Where the excavation exceeds 24 inches, temporary retaining walls must designed by the Engineer Of Record (EOR) and installed during or immediately after excavation. EXISTING BUILDINGS – REMODELS, RENOVATIONS, ADDITIONS, CHANGE OF OCCUPANCY. 1. Existing buildings are reviewed and permitted under the Florida Building Code-Existing Buildings (FBC- EB). The applicant must specify the method of compliance, per FBC-EB 301.1, and include that information on the plans, with the Design Criteria and Code Analysis. 2. The requirements for the method specified will be found in the corresponding FBC-EB Chapter. 3. When it is discovered during construction that the Compliance Method is not correct, or the project has expanded into another Compliance Method, revised plans will be required to update the Permit. No inspections will be conducted until the approved revisions are on site. 4. Any wall opened by removing interior or exterior wall coverings is considered a Work Area, and current provisions for Energy Conservation, including weatherproofing and insulation will apply. 5. Building inspectors are not authorized to approve changes to the approved plans in the field. ROOFING. a. The roof sheathing for all new construction must remain uncovered until the Roof Sheathing Inspection is approved. b. All roofing projects require an In-Progress Inspection. c. Sheathing installation and replacement guidelines per APA. d. Underlayment must conform to FBC-R Table 905.1.1 e. Shingles must conform to ASTM D3161 G or H, or ASTM D7158 F ELECTRICAL. 1. Electrical work must comply with the provisions of the 2014 NEC. 2. Anti-Oxidant Compound is required on all exterior aluminum wiring connections, unless the Listing Approval Documents for the conductors and the termination points, at each end, specifically allow connection without the compound. (Three documents will be required) PLUMBING. 1. Water supply and drain pipes must be insulated outside of conditioned areas, per FBC-R, P2603.5. 2. Where the entire sanitary drainage system is replaced, the existing building drain and building sewer 3 must be internally examined to verify proper size and slope and that piping is not broken or obstructed, per FBC-R, P2502.1. 3. COAB requires an additional sewer cleanout near the sewer tap with a T-1 concrete box for protection. 4. Water service piping must be properly supported and covered by a minimum of 12 inches of soil, per FBC-R, P2604.3. MECHANICAL. 1. All equipment and duct work must match the approved plans and Energy Sheets. The Manual S is the approved duct plan, and the as-built duct work must match the approved plans, or a revised Manual S or equivalent must be submitted for review. An equivalent must include duct and trunk layout and sizes, available static pressure, actual air flow, and total effective length, signed by the Mechanical Contractor with State License Number. FUEL GAS. 1. Fuel gas systems from the regulator to the appliances must comply with the FBC-Gas. 2. LP gas storage systems and outside piping must comply with NFPA 58. 3. All underground gas piping and tubing must be buried with 12-inches of cover. 4. CSST gas piping must comply with the manufacturer’s installation instructions and terms of approval. 4 01/23/20, 02/13/20, 7/20/20 COMM21-0007 Building Permit Application r City of Atlantic Beach Building Department 800 Seminole Road, Atlantic Beach, FL 32233 Phone: (904) 247-5826 Email: Building-Dept@coab.us Updated 10/9/18 **ALL INFORMATION HIGHLIGHTED IN GRAY IS REQUIRED. Job Address: 3£,1 At=laflVC 6/2/L ,5u,fe q Permit Number: _______ _ Legal Description 5-6' q eai/.-';!5 -J.-qG /,l/ IOt§ iCf;I/ 10/.f!:> RE# l d1Z220-{}0!l5 Valuation of Work (Replacement Cost) s J 0/ aoo, -Q;>-Heated/Cooled SF ----Non-Heated/Cooled ____ _ • Class of Work: OOew □Addit i on □Alteration □Repair □Move □Demo □Pool □Window/Door • Use of existing/proposed structure(s): filommercial □Residentia l • If an existing structure, is a fire sprinkler system installed?: El'fes □No • Will treelsl be removed in association with orooosed oroiect? □Yes {must submit senarate Tree Removal Permit\ ~ Describe in detail the type of work to be performed: {:,o-..,5e e XI 5r /rl~ 0 r r )Le f'tl.. f' rl r-1,,,if? W--C,,f(s fO ce_,•(/~, {!:;(l,'/c/ p._t{q/r-lt1Y"k/ /ZCJP/'-1 , 6v,'// (5t't'~k. /V&'/J-'i,. Florida Product Approval # __________________ for multiple products use product approva l form Prop mation Name City E-Mail Addressf?Q Verl1\ cr~z Or. un i t-3:b i1 State ~l _ Zip 3~ Phone (g_C!!i_) 5t2q -~ f/4 CC)~ Owner or Agent (If Agent, Power of Attorney or Agency Letter Required) __ (J,:_:,_V\/...i<...:..VJ_._._e.,_V _____________ _ Contractor Information Engineer's Name & Phone# _~_,_~.....--------~-------------~---+-t,,, .......... ....-. ........ ~~ Workers Compensation Insurer Next t11suY'Pt,fl R OR Exempt o Expiration Date Otf/P3//P-c27 Application is hereby made to obtain a permit to do the work and installations as indicated. I certify that no work or installation has commenced prior to the issuance of a permit and that all work will be performed to meet the standards of all the laws regulating construction in this jurisdiction. I understand that a separate permit must be secured for ELECTRICAL WORK, PLUMBING, SIGNS, WELLS, POOLS, FURNACES, BOILERS, HEATERS, TANKS, and AIR CONDITIONERS, etc. NOTICE: In addition to the requirements of this permit, there may be additional restrictions applicable to this property that may be found in the public records of this county, and there may be additional permits required from other governmental entities such as water management districts, state agencies, or federal agencies. OWNER'S AFFIDAVIT: I certify that all the foregoing information is accurate and that all work will be done in compliance with all applicable laws regulating construction and zoning. WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. IF YOU INTEND TO OBTAIN FINANCING, CONSULT WITH YOUR LENDER OR AN ATTORNEY BEFORE RECORDIN YO R OTICE F COMMENCEMENT. .,.. \ ent) v-4. orn to (or affir e this '() day of [ I Personally Known \)!Produced ldentifica on Type of Identification : !f!.~~~~~~~~~~~~ Owner Builder Affidavit City of Atlantic Beach Building Department 800 Seminole Rd, Atlantic Beach, FL 32233 **ALL INFORMATION HIGHLIGHTED IN GRAY IS REQUIRED. Phone: (904} 247-5826 Email: Building-Dept@coab.us PERMIT#: ______ _ I. FLORIDA STATUTES; CHAPTER 489, FLORIDA STATUTES, PART 1 "CONSTRUCTION CONTRACTING" REQUIRES OWNER/ BUILDER TO ACKNOWLEDGE THE LAW: DISCLOSURE STATEMENT FOR SECTION 489.103(7), FLORIDA STATUTES: STATE LAW REQUIRES CONSTRUCTION TO BE DONE BY LICENSED CONTRACTORS . YOU HAVE APPLIED FOR A PERMIT UNDER AN EXEMPTION TO THAT LAW. THE EXEMPTION ALLOWS YOU , AS THE OWNER OF YOUR PROPERTY, TO ACT AS YOUR OWN CONTRACTOR EVEN THOUGH YOU DO NOT HAVE A LICENSE. YOU MUST SUPERVISE THE CONSTRUCTION YOURSELF. YOU MAY BUILD OR IMPROVE A ONE OR TWO FAMI LY RESIDENCE OR A FARM OUTBU ILDING. YOU MAY ALSO BUILD OR IMPROVE A COMMERCIAL BUILDING AT A COST O F $25,000.00 OR LESS. THE BUILDING MUST BE FOR YOUR USE AND OCCUPANCY. IT MAY NOT BE BUILT FOR SALE OR LEASE . IF YOU SELL OR LEASE A BUILDING YOU HAVE BUILT YOURSE LF WITHIN ONE YEAR AFTER THE CONSTRUCTION IS COMPLETE, THE LAW WILL PRESUME THAT YOU BUILT IT FOR SAL E OR LEASE , WHICH IS IN VIOLATION OF THIS EXEMPT ION. YOU MAY NOT HIRE AN UNLICENSED PERSON AS YOUR CONTRACTOR. YOUR CONSTRUCTION MUST BE DONE ACCORDING TO THE BUI LDING CODES AND ZONING REGULATIONS. IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT PEOPLE EMPLOYED BY YOU HAVE LICENSES RE UIRED BY STATE LAW AND BY COUNTY OR MUNICIPAL LICENSING ORDINANCES. II. INJURY LIABILITY; SINCE OWNERS MAY BE LIABLE FOR INJURIES TO WORKERS TH EY HIRE, THE BUILDING DEPARTM ENT SUGGESTS WORKER'S COMPENSATION INSURANCE BE PURCHASED .. Ill. IRS WITHHOLDING; OWNERS HIRING WORKERS BECOME EMPLOYERS AND SHOULD ALSO OBSERVE I RS WITHHOLDING TAX AND/OR FORM 1099 REQUIREM ENTS ON THE WORKERS THEY EMPLOY ON THEIR IMPROVEMENT TRADES. IV. PENALTY; UNLICENSED CONTRACTORS CANNOT BE EMPLOYED UNDER ANY CIRCUMSTANCES. OWNERS BEING SUBJ ECT TO $5,000 PENALTY UNDER FLORIDA STATUTE NO. 455-228(1). AN "OCCUPATIONAL LICENS E" IS NOT ADEQUATE. TH E OWNER SHOULD PHYSICALLY SEE THE COUNTY "CERTIFICATE OF COMPETENCY" OR THE FLORIDA "CONTRACTORS CERTIFICATE" TO ASCERTAIN IF A PERSON IS A LICENSED CONTRACTOR . CONTACT THE BUILD I NG DEPARTMENT (904- 247-5826 OR BUILDING-DEPT@COAB.US ) IF IN DOUBT. V. ACKNOWLEDGEMENT; I HEREBY ACKNOWLEDGE THAT I HAVE READ THE ABOVE DISCLOSURE STATEMENT AND THAT I COMPLY WITH ALL THE REQUIREMENTS FOR THE ISSUANCE OF AN OWNER-BUILDER PERMIT. Job Address: 363 Atlantic Blvd . Suite 9 Atlantic Beach FL, 32233 Owner Name: Marty Gilliam Phone Number: _(90_4)_5_09-0_644 ______ _ Mailing Address: 170 Vera Cruz Drive Unit 324 City: Ponte Vedra Beach State : _F_L ____ Zip : 32082 LISET CAB ALET LOPE Z Notary Pu bl ic, State of Flo rida Co mmission# GG 2742 64 My co mm . expires Nov. 5, 2022 _______ ... Signature of Nota ry Publi c ~ {!,...~ [ ] Personally Known OR Pf Produced Identification Count y Type of Identification: __ A~t.-~b~n~Vc.,,-~_/4_·,_~ __ SL~"------------ Update d 10/24/18 Ocean massage comm 21-0007 363-9 Atlantic Bv Returned for Corrections: The plans submitted for review have been returned for corrections. Please correct and or provide the additional requested information to obtain plans approval. When resubmitting corrected sheets, provide a type written itemized narrative letter responding to our comments and directing the plans reviewer to the sheets the changes have taken place. FAILURE TO SUPPLY RESPONSE LETTER “WILL” RESULT IN A RETURNED FOR CORRECTIONS PERMIT STATUS. Revised sheets should be clouded, clearly showing areas were changes or corrections have occurred and re-inserted with the original set of drawings with old sheets removed. Unbound plans will not be reviewed. If this is an electronic submission please make sure that written narrative is submitted under correspondence along with a “complete set” (not just the revised sheets) of electronic documents. When submitting electronic plans, each discipline shall upload a single PDF file containing multiple sheets rather than separate PDFs for each sheet. Please re-upload in this fashion. 1. Key Plan: Provide key plan of building showing adjacent occupancy type with required separation of occupancies per 6th Edition FFPC, NFPA 101 Table 6.1.14.1.4. 2. Fire Code specific code summary The building code and fire code differ on occupancy types, uses, and occupant loads and can make the proper application of the code difficult. For example the building code classifies restaurants under 50 as business where the fire code classifies them as mercantile, thus the need separate code summaries. Please provide in addition to normal building code summary a fire code specific summary based off the Florida Fire Prevention Code (current edition) to include all the following information listed below. Failure to provide accurate fire code summary may delay plans review approvals as we return plans for corrections and clarifications. Provide required Fire Code specific code summary: Please Reference 6th Edition Florida Fire Prevention Code Based on NFPA, 1 Fire Code 2015 Edition & NFPA 101 Life Safety Code 2015 Edition. • Occupancy type sub-classification (per NFPA 101 6.1) • Building construction type (per NFPA 101 8.2.1) • Gross square footage • Number of stories • Building height • Interior wall and ceiling finish requirements (per NFPA 101 10.2 • Allowable dead end limits • Allowable Common path of travel limits • Allowable travel distance limits • Any fire protection systems (sprinkler, fire alarm, etc.) • Statement from architect or engineers that their design to the best of their knowledge complies with the 6th Edition Florida Fire Prevention Code (FFPC). • Also all existing building must provide classification of rehabilitation work categories per NFPA 101 43.1 Provide classification of rehabilitation work categories per NFPA 101 43.1 This information is important because the level of rehabilitation work determines how the code will be applied. The 6 rehabilitation work categories are as follows: (1) Repair (2) Renovation (3) Modification (4) Reconstruction (5) Change of use or occupancy classification (6) Addition 3. Life Safety Floor Plan: The City of Jacksonville’s Fire Marshal’s Office requires the submittal of a Life Safety Floor Plan for building permits for all new construction and existing building alterations in order to ascertain if occupancy is currently code compliant and to assist fire inspector in performing Life Safety Inspections. Please provide a Life Safety Plan to include all the following information on one page. If Life Safety Plan was submitted and you are receiving this comment, it means that all of the required info listed below was not included in your original submittal. It is understood that all listed items may not apply in your situation. Required Occupant Load Calculation: • Provide design occupant load using table 7.3.1.2 of NFPA 101 2015 edition. Area calculations should be shown with graphic seating configurations or fixtures in order to substantiate occupant load chosen. Exit Locations: • Designate main entrance and all secondary exits. All required exits shall terminate at a “public way”. Access to the public way shall be accessible and must be via a stable, firm, and slip resistant conveyance such as a concrete sidewalk with a min. 5’x5’ landing and 44” walkway. Multi story buildings should designate area of rescue with required communication means. Separation of exits using the one half (non-sprinkled) or one third (sprinkled) the diagonal distance rule should be shown on plans. Required Egress Capacity: • Egress inches for means of egress components (doors, stairs, etc.) Required measurements: (Worst case only need be shown.) • Dead end corridors measurements. • Common path of travel measurements. • Total travel distance to exits. Required separation: • Show all fire barriers, smoke barriers, and smoke partitions. All rated walls per new directive from building official wall detail needs to include UL listing and needs to confirm by architect or engineer as being accurate. Required Lock Latch details: • Lock/Latch details: Panic Hardware, Thumb turn lock, Key Lock with indicator and required signage. Required Electrical Stop/Disconnect Details: • Any required Emergency stops or Shunt trips. • Main Electrical disconnects access/location. Required markings of means of egress: • Exit signs to include tactile exits signage. Required fire extinguisher Locations: • Locations per NFPA 10. Required Emergency lighting: • Show emergency illumination. Required Lightweight Truss Signage: • Location of lightweight truss signage per FAC 69A-60.0081 (if applicable). Please see below for clarification to requirement. http://www.coj.net/Departments/Planning-and-Development/Docs/Building-Inspection-Division/bulletin-f-01-09-light- weight-truss-rule.aspx MIGUEL Di PIERRI Fire Safety Inspector / Plan Reviewer Hispanic Advocate, MHAAB JFRD PREVENTION OFFICE 214 HOGAN UNIT 281 St., Jacksonville, Florida 32202 Office: 904-255-8561 cell: 904-763-1290 – Email: DIPIERRI@COJ.NET LEASE AGREEMENT BETWEEN NSHORE, LLC, a Florida limited liability company, LANDLORD AND OCEAN MASSAGE LLC, A Florida Limited Liability Company, TENANT FOR 363 Atlantic Blvd, Suite #9 Atlantic Beach, Florida Dated: November , 2020 -- i RETAIL LEASE LEASE SUMMARY OF CERTAIN PROVISIONS The following is a summary (this “Lease Summary of Certain Provisions”) of certain basic lease provisions of the Retail Lease to which this Lease Summary is attached (the “Lease”). Notwithstanding anything to the contrary, in the event of a conflict between the terms of this Lease Summary and the terms of the Lease, the terms of the Lease shall control. 1. Date of Lease Execution: November _____, 2020 (the “Effective Date”) 2. Landlord: NSHORE, LLC, A FLORIDA LIMITED LIABILITY COMPANY, 3. Landlord’s Address: NSHORE, LLC, Attn: Taraz Darabi PO Box 357742 Gainesville, FL 32635 4. Tenant: OCEAN MASSAGE LLC, A FLORIDA LIMITED LIABILITY COMPANY 5. Tenant’s Address: 170 Veracruz Drive, Unit 324 Ponte Vedra Beach, FL 32082 Attn: Marty Gilliam and Lanying Cai Tel. (904) 401-4086 Email. martygilliam@gmail.com; lanyingcai@icloud.com 6. Lease Guarantor: MARTY GILLIAM, a Florida Resident LANYING CAI, a Florida Resident 7. Lease Guarantor’s Address: 170 Veracruz Drive, Unit 324 Ponte Vedra Beach, FL 32082 Attn: Marty Gilliam and Lanying Cai Tel. (904) 401-4086 Email. martygilliam@gmail.com; lanyingcai@icloud.com 8. Premises: Suite 9 of the building commonly known as The Shoppes of Northshore, located on certain real property with an address of 363 Atlantic Blvd, Atlantic Beach Duval County, Florida 9. Floor Area of Premises: 837 square feet 10. Rentable Area of Building: 17,190 square feet 11. Tenant’s Share: 837 / 17,190 = 4.9% 12. Permitted Use of Premises: Section 5.1 Permitted Use – Operation of a high end day spa that offers massages and foot massages and for no other purpose ii 13. Term of Lease: Five (5) years “Commencement Date”: December 1, 2020 “Rent Commencement Date”: April 1, 2021 “Expiration Date”: March 31, 2026 14. Prepaid Rent: $2,910.67 (includes sales tax) (due upon execution of Lease; to be applied to first (1st) month that Minimum Rent is due) 15. Percentage Rent: Commencing on the Rent Commencement Date and thereafter throughout the Term of the Lease, Tenant shall pay to Landlord percentage rent equal to _Zero_ PERCENT (0%) of Tenant’s Gross Sales (as defined in Section 3.2(b) of the Lease) during each Lease Year in excess of $NA 16. Security Deposit: $5,440.50 (due upon execution of Lease) 17. Cost Pass-Throughs: Real Estate Taxes, Insurance, and Operating Expenses (as defined in Article 6 of the Lease), on a “triple net” basis 18. Additional Rent: As provided for in Section 3.2 and referenced in Article 6 of the lease. Current estimated Additional rent is $6.50 per square foot annually 19. Broker(s): Colliers International (“Landlord’s Broker”) (representing Landlord); NA (“Tenant’s Broker”) (representing Tenant) (Section 21.5) 20. Option Period(s): None. 21. Minimum Rent: Lease Year Per Square Foot Monthly Minimum Rent Annual Increase 4/1/21 – 3/31/22 $ 32.50 $2,266.88 NA 4/1/22 – 3/31/23 $ 33.31 $2,323.55 2.5% 4/1/23 – 3/31/24 $ 34.15 $2,381.64 2.5% 4/1/24 – 3/31/25 $ 35.00 $2,441.18 2.5% 4/1/25 – 3/31/26 $ 35.87 $2,502.21 2.5% Option 1 Lease Year Per Square Foot Monthly Minimum Rent Annual Increase 4/1/26 – 3/31/27 $ 36.77 $ 2,564.76 NA 4/1/27 – 3/31/28 $ 37.69 $ 2,628.88 2.5% 4/1/28 – 3/31/29 $ 38.63 $ 2,694.60 2.5% 4/1/29 – 3/31/30 $ 39.60 $ 2,761.97 2.5% 4/1/30 – 3/31/31 $ 40.59 $ 2,831.02 2.5% {Remainder of page intentionally left blank} 1 ARTICLE I INTRODUCTORY PROVISIONS Section 1.1. References and Conflicts. References to Sections appearing in the Summary of Certain Provisions are to designate some of the other locations in this Lease where additional provisions applicable to the particular items within the Summary of Certain Provisions appear. Each reference in this Lease to any item within the Summary of Certain Provisions shall be construed to incorporate all of the terms provided for under such provision and shall be read in conjunction with all other provisions of this Lease applicable thereto. If there is any conflict between the terms contained in the Summary of Certain Provisions and any other provisions of this Lease, the latter shall control. Section 1.2. Exhibits. The following drawings and special provisions are attached to this Lease as exhibits and are hereby made a part of this Lease: Exhibit A - Survey Exhibit B - Rules and Regulations Exhibit C - Commencement and Expiration Date Declaration Exhibit D - Sign Criteria Exhibit E - [Intentionally Deleted] Exhibit F [Intentionally Deleted] Section 1.3. General Definitions. In addition to the terms defined in the Summary of Certain Provisions, the following terms, whenever used in this Lease with the first letter of each word capitalized, shall have only the meanings set forth in this Section 1.3, unless such meanings are expressly modified, limited or expanded elsewhere in this Lease: (a) “Additional Rent” means all amounts other than Minimum Rent due and owing to Landlord under this Lease including, without limitation, Tenant’s Share of Taxes, Insurance and CAM Element. (b) “CAM Element” means an amount, included in Additional Rent, for Tenant’s share of common area expenses, real estate taxes and insurance, for the operation of the Premises as described in Article 6. (c) “Common Areas” mean all areas, facilities and improvements (as the same may be enlarged, reduced, replaced, removed or otherwise altered by Landlord) from time to time made available in the Project by Landlord under Section 2.1 of this Lease for the non-exclusive common use of occupants of the Project, including Tenant, its agents, employees and invitees. The Common Areas shall include, without limitation, lobbies (at ground level or otherwise), mail rooms, parking areas, decks and facilities, sidewalks, stairways, escalators, conduits, elevators, service corridors, fire corridors, seating areas, truck ways, ramps, loading docks, delivery areas, landscaped areas, park areas, hardscape elements (including fountains), retention/detention areas, park areas, package pickup stations, public restrooms and comfort stations, access and interior roads, retaining walls, drainage systems, bus stops and lighting facilities. Notwithstanding anything in the foregoing to the contrary, the Common Areas shall not include any stairways, ramps, loading docks or delivery areas included in the Premises, if any, or in the premises of any occupant of the Project and intended for such occupant’s exclusive use. Except as herein specifically provided, Tenant shall have no right or interest in the Common Areas. If the Common Areas shall be so changed or diminished, then Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or abatement of rent nor shall revocation or diminution of the Common Areas be deemed constructive or actual eviction of Tenant. Subject to Landlord’s right to change or alter any of the Common Areas, Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use the Common Areas in common with others, subject to reasonable rules of general applicability to tenants and other occupants and users of the Project from time to time made by Landlord of which Tenant is given notice. 2 (d) “Force Majeure” means a material delay beyond the reasonable control of the delayed party caused by labor strikes, lock outs, industry wide inability to procure materials, extraordinary restrictive governmental laws or regulations (such as gas rationing), mass riots, war, military power, sabotage, disease, pandemics, material fire or other material casualty, Severe Weather, or an extraordinary and material act of God (such as a tornado or earthquake), but excludes inadequacy of insurance proceeds, litigation or other disputes, financial inability, lack of suitable financing, delays of the delayed party’s contractor and failure to obtain approvals or permits unless otherwise caused by an event of Force Majeure. “Severe Weather” means weather that a reasonable person would find unusual and unanticipated at the time of the scheduling of the activity based on recent weather patterns for the period in question in the vicinity of the Premises, provided that the delayed party delivers to the other party, upon request, reasonable documentation from an unbiased weather authority substantiating such claim. If either party hereto is delayed or hindered in or prevented from the performance of any obligation required hereunder by Force Majeure, the time for performance of such obligation shall be extended for the period of the delay, provided that Force Majeure shall not excuse prompt and timely payments when due under this Lease or other delays that are explicitly excluded from Force Majeure hereunder. (e) “Lease Year” means the twelve (12) month period beginning on the first day of the month immediately following the Commencement Date and terminating on the same day of the succeeding year, and on the same day of each year thereafter during the Term. The period of time, if any, between the Commencement Date and the first day of the month immediately following the Commencement Date shall be considered to be a part of the first Lease Year. (f) [Intentionally Deleted] (g) “Tenant’s Share” means a fraction, the numerator of which is the Rentable Area of the Premises (837 square feet) and (i) the denominator of which is the sum of the Rentable Area of the Building (17,190 square feet). Landlord reserves the right to increase or decrease the Rentable Area of the premises at its sole and absolute discretion from time to time. (h) “Interest” means the Prime Rate reported in the Money Rates section of The Wall Street Journal on the twenty-fifth (25th) day of the month preceding the date upon which the applicable obligation is incurred plus three percent (3%). (i) “Building” or “Building” means the building identified as on the Survey attached hereto as Exhibit A. (j) “Premises” means Suite 9 (consisting of approximately 837 square feet) of the building commonly known as The Shoppes of Northshore, located on certain real property with an address of 363 Atlantic Blvd, Atlantic Beach, Duval County, Florida. (k) “Project” means the center located at 363 Atlantic Blvd, Atlantic Beach, Duval County, Florida, and known as “Shoppes of Northshore” or such other name as Landlord may designate from time to time. The Project is further shown and delineated on the “Survey” attached hereto as Exhibit A. (l) “Rent” means Minimum Rent and Additional Rent. (m) “Rentable Area” means rentable square footage, whether or not actually leased or occupied, measured per the 2010 BOMA standards. The amount of Minimum Rent set forth in Paragraph 9 of the Summary of Certain Provisions is based upon the Rentable Area of the Premises. Upon substantial completion of construction of Landlord’s Work (as defined in Section 4.1 below), the Rentable Area of the Premises shall be determined by Landlord’s architect, and if the Rentable Area of the Premises differs by more than two percent (2%) from the Rentable Area of the 3 Premises set forth in Paragraph 2, then the Minimum Rent shall be adjusted prior to the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant shall execute and deliver a written declaration in the form attached hereto as Exhibit C. Landlord shall have the right to adjust the Rentable Area of the Building and other Buildings in the Project as they are completed, subject to Paragraph 13 of the Summary of Certain Provisions. (n) “Rentable Area of the Premises” means the amount of space upon which Rent is payable under this Lease as set forth in Paragraph 2 of the Summary of Certain Provisions. (o) “State” means the State of Florida. (p) “Taxes” shall mean and include all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary (including, without limitation, real estate taxes, general and special assessments and interest thereon whenever the same may be payable in installments), transit taxes, leasehold taxes or taxes based upon the receipt of rent, including sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, which may be levied or assessed by, or are payable to, any lawful authority during or with respect to any calendar or fiscal year falling in whole or in part during the Term because of or in connection with the ownership, leasing and operation of the Project. Taxes shall also include, without limitation, any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, for or as a supplement to any assessment, tax, fee, levy or charge previously included within the definition of Taxes. All such new and increased assessments, taxes, fees, levies and charges and all similar assessments, taxes, fees, levies and charges and service payments in lieu of Taxes shall be included within definition of Taxes. Tax refunds shall be deducted from Taxes in the year they are received by Landlord, but if such refund shall relate to Taxes paid in a prior year of the Term, and the Lease shall have expired, Landlord shall mail Tenant’s Share of such net refund (after deducting expenses and attorneys’ fees), up to the amount Tenant paid towards Taxes during such year, to Tenant’s last known address. Taxes shall not include: (a) any net income, excise, profits (other than a tax on gross profits), estate, gift, franchise, or capital stock tax or assessment upon Landlord; and (b) any fine, penalty, cost or interest for any tax or assessment, or part thereof, which Landlord failed to timely pay (except if same are imposed by reason of Tenant’s default hereunder). (q) “Underlying Documents”. The terms, conditions and provisions of this Lease and the rights of the parties hereto are subject to all matters of public record, public or private restrictions affecting Landlord, the Building, or the Project, and all applicable governmental rules and regulations, and are subject to and subordinate to any applicable Master Declaration of Easements, Covenants and Restrictions recorded in the relevant Public Records, as amended from time to time (the “Declaration”). Tenant agrees to comply with the provisions of the Declaration and any other recorded or unrecorded documents affecting the Building or the Project (the “Underlying Documents”). Landlord represents and warrants that the Permitted Use does not violate any restrictions, terms or conditions of the Declaration. ARTICLE II GRANT AND TERM Section 2.1. Premises. Landlord, in consideration of the Rent to be paid and the covenants to be performed by Tenant, does hereby lease and demise to Tenant, and Tenant hereby rents and hires from Landlord, for the Term, the Premises. Landlord shall have and hereby reserves the right at its reasonable discretion, at any time and from time to time during the Term, subject to the Declaration and so long as such changes do not materially and adversely limit or reduce Tenant’s right so utilize such Common Areas or the parking provided pursuant to this Agreement below or materially and adversely limit or reduce access to and from public roads adjoining the Project and so long as such changes are of similar quality as the Project is initially constructed, to (i) redesignate, modify, alter, expand, reduce 4 and to change the Common Areas including, without limitation, the area, level, location and arrangement of all parking areas, decks, roadways and driveways; and (ii) make alterations or additions to, and build additional stories on, the Building and to construct other buildings and improvements of any type in the Project for lease to tenants or for such other uses as Landlord desires, including the right to locate and/or erect thereon permanent or temporary kiosks and structures; and (iii) exclude from the Common Areas such building areas and related areas as Landlord shall designate. If Landlord elects to enlarge the Project, any additional area may be included by Landlord in the definition of the Project. Landlord shall also have the general right from time to time to include within and/or to exclude from the defined Project any existing or future areas, subject to the foregoing limitations. This Lease is subject to all applicable building restrictions, planning and zoning ordinances, governmental rules and regulations, existing underlying leases, and all other encumbrances, covenants, restrictions and easements affecting the Project. Section 2.2. Term. (a) Term. The term of this Lease (the “Term”) shall commence on the Commencement Date and, unless sooner terminated as hereinafter provided, shall end on the Expiration Date, as such dates are respectively specified in the Summary of Certain Provisions. Landlord shall deliver the Premises to Tenant in accordance with Section 4.2 herein. (b) Option Period(s). Tenant shall have the option (the “Option”) to extend the Term for the Option Period(s) identified in the Summary of Certain Provisions. Said options shall be exercised, if at all, by written notice via certified mail to Landlord at least one hundred eighty (180) days prior to the expiration of the then-current Term. Landlord shall have no obligation to notify the Tenant of such option notice period. All terms and conditions contained herein shall apply during the Option Periods except that Minimum Rent shall be in the amounts set forth in the Summary of Certain Provisions. If Tenant does not exercise the foregoing options to renew this Lease within the required time periods, then such options shall become null and void and be of no further force or effect. These options are only valid provided that Tenant is not then in default hereof beyond any applicable notice and cure periods, and have met the following terms and conditions: i. Tenant shall not have been late (as defined in this lease) on more than two (2) occasions within any twelve (12) month period during the Term of this Lease in the required payment of any Minimum Rent or Additional Rent. Landlord shall provide Tenant with a written notice of each late payment occurrence. ii. Tenant shall not have been in default of this Lease, for any reason, more than twice during the term of this Lease. Tenant shall be notified, as required under this Lease, of any instance of Default hereunder. iii. Tenant shall not have been in default of this Lease, for any reason, for a continuous period of thirty (30) days or more during the term of this Lease. ARTICLE III RENT Section 3.1. Minimum Rent. During the entire Term, Tenant shall pay annual minimum rental (“Minimum Rent”) for the Premises in the amount set forth in the Summary of Certain Provisions, which sum shall be payable by Tenant in equal consecutive monthly installments in the amount set forth in the Summary of Certain Provisions, without demand, deduction, set-off or counterclaim. The first installment of Minimum Rent shall be paid in advance on the Rent Commencement Date. If the Rent Commencement Date occurs on a day other than the first day of a month, the first installment of Minimum Rent shall be prorated at a daily rate based on the number of days in such month. 5 Section 3.2. Additional Rent. a) Any other sums owed by Tenant pursuant to the terms of this Lease b) In addition to any Minimum Rent payable under Section 3.1 above, Tenant shall pay to Landlord as Additional Rent, at the same time as payment of Minimum Rent are due and commencing on the Commencement Date, Tenant’s Share of the operating expenses paid or incurred by Landlord in connection with the ownership, operations and maintenance of the Building, in an amount estimated by Landlord in good faith. The operating expenses paid or incurred by Landlord during the operating expense base year are currently estimated to be Six and 50/100 Dollars ($6.50) per square foot of the Rentable Area of the Premises. Tenant shall pay one-twelfth (1/12) of Tenant’s Share of the operating expenses, as provided in Article 6, as Additional Rent each month. The foregoing amount is an estimate and in the event the total of these monthly payments for any one (1) calendar year is less than Tenant’s actual pro rata share of the Shopping Center’s operating cost, then Tenant shall pay the additional sum to Landlord within fifteen (15) days after receipt of a written notice of said deficiency. Section 3.3. Payment of Rent. Rent shall be paid to Landlord, in advance, on or before the first day of the Term hereof and on or before the first day of each and every successive calendar month thereafter during the Term of this Lease, at the Landlord’s Address set forth in the Summary of Certain Provisions (or at such other address of which Landlord shall have given Tenant notice in accordance with this Lease). All other Rent shall be paid as provided elsewhere in this Lease. In the event the term of this Lease commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then the monthly rental for the first and last fractional months of the term hereof shall be appropriately prorated. Section 3.4. Late Charge. If any Rent or other sums are not received within seven (7) days of when due, Tenant shall immediately pay, as Additional Rent, (i) a service charge equal to fifteen percent (15%) of the amount of such overdue payment for the purpose of defraying Landlord’s administrative expenses relative to handling such overdue payment plus (ii) Interest, which Interest shall accrue beginning on the date the payment was originally due and payable. Sales tax is to also be paid on these amounts by the tenant. As Rent or other sums under this lease are due the 1st day of each Month, the Late Charge will apply in the event rent is not received by the end of business on the 7th day of each month. Section 3.5. Sales and Use Tax. Tenant shall pay all Florida sales and use tax due on Minimum Rent, Additional Rent and all other amounts payable by Tenant to Landlord under this Lease upon which Florida sales and use tax may be imposed from time to time pursuant to Section 212.031, Florida Statutes, or any similar or successor law. Section 3.6. Rent Abatement. Notwithstanding anything in this Lease to the contrary, and as further consideration for Tenant’s obligations set forth herein, Tenant’s first Four (4) months of rent shall be fully abated beginning on the Commencement Date (the “Rent Abatement Period”). During the Rent Abatement Period Tenant is still required to pay its proportionate share on a monthly basis of real estate taxes, property insurance and the cost to operate and maintain the common areas of the Shopping Center. Thereafter, Tenant shall be required to pay the full amount of Minimum Rent pursuant to this terms and conditions of this Lease. Section 3.7. Security Deposit. Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum set forth in Paragraph 16 of the Summary of Certain Provisions as security for the punctual performance by Tenant of each and every obligation of Tenant under this Lease (such sum is hereinafter referred to as the “Security Deposit”). In the event of any default by Tenant, in addition to and without prejudice to any other rights and remedies available the Landlord, Landlord may, without notice, apply or retain all or any part of such Security Deposit to cure the default or reimburse Landlord for any sum which Landlord may spend 6 by reason of the default. In the case of every such application or retention, Tenant shall, on demand, pay to Landlord the sum applied or retained which shall be added to the Security Deposit so that the same shall be restored to its original amount. If, at the end of the Lease Term, Tenant is not in default under this Lease, but not otherwise, the Security Deposit, or any balance thereof, shall be returned to Tenant. No interest shall be paid on the Security Deposit and Landlord shall not be required to maintain the Security Deposit in a segregated account. It is expressly understood and agreed that the Security Deposit is not an advance payment of or on account of the Rent herein reserved or any part or installment thereof or a measure of Landlord’s damages. ARTICLE IV PREPARATION OF PREMISES Section 4.1. Landlord’s Work. Landlord is not responsible for any work other than to deliver the space to tenant as-is with HVAC in good working order. Section 4.2. Delivery of Possession. Landlord shall deliver the space to Tenant upon execution of lease and commencement of the term. Section 4.3. No Representations. Tenant acknowledges that: (a) neither Landlord nor Landlord’s agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business or for any other purpose; (b) except as expressly provided herein, neither Landlord nor its agents or employees have agreed to undertake any alterations or construct any improvements to the Premises; (c) Tenant has been advised to satisfy itself regarding the condition of the Premises including without limitation the heating, ventilation and air conditioning (“HVAC”) systems, electrical and fire sprinkler systems and any structural or environmental matters and the present and future suitability of the Premises for Tenant’s intended use; (d) Tenant has been advised to satisfy itself regarding the Premises’ compliance with the Americans with Disabilities Act and all other applicable requirements, including all municipal, county, state and federal laws, ordinances, rules and regulations, orders, permits and zoning, the requirements of any applicable fire insurance underwriter or rating bureau and any covenants, restrictions or other matters of record relating to Tenant, the Premises or the use thereof (collectively, “Laws”). Tenant further acknowledges, by taking possession of the Premises, that as of the Commencement Date: (e) Tenant has been given access to the Premises and has made such investigation as it deems necessary with reference to the matters set forth in this Section, is satisfied with reference thereto, and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the Premises and/or the terms of this Lease; and (f) neither Landlord nor any of its agents or employees has made any oral or written representations or warranties regarding said matters or the condition of the Premises other than as expressly set forth in this Lease. Section 4.4. Tenant’s Work. Except as specifically set forth immediately above, Tenant shall not make any alterations, repairs, additions or improvements to the Premises without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. If Landlord grants such consent, such alterations, additions or improvements shall be performed in good and workmanlike manner and in accordance with all applicable legal and insurance requirements and all drawings and specifications approved by Landlord, and in accordance with the provisions of this Lease. Tenant shall not commence any alterations or improvements to the Premises unless and until Landlord approves the plans and specifications for such work. Prior to the commencement of any work by Tenant, Tenant shall obtain the insurance required in Section 4.6 below and all plans and specifications shall be approved by Landlord. Landlord shall have the right, at no expense to Landlord, to require Tenant to furnish Landlord with payment and performance bonds guaranteeing the completion of any such repairs, alterations, additions or improvements. No liens arising out of 7 any work performed, materials furnished or obligations incurred by or for the benefit of Tenant shall exist against the Premises or the Building. The interest of Landlord in the Premises, the Building and the Project shall not be subject to liens for improvements made by or on behalf of Tenant. If any mechanics’, materialmen’s or other lien (each, a “lien”) is filed against the Premises or the Building(s) as a result of Tenant’s actions or inactions, Tenant, at its expense, shall cause the lien to be discharged of record or fully bonded to the satisfaction of Landlord within ten (10) days after notice of the filing thereof. If Tenant fails to discharge or bond against said lien within such ten (10) day period, Landlord may, in addition to any other rights or remedies Landlord may have, but without obligation to do so, bond against or pay the lien without inquiring into the validity or merits of such lien, and all sums so advanced, including reasonable attorneys’ fees, shall be paid by Tenant on demand as Additional Rent. Section 4.5. Tenant’s Signs. Before opening its store, Tenant shall install a sign which shall indicate Tenant’s Trade Name (as defined below) above the front entrance to the Premises. Tenant’s signage shall at all times be consistent with the signage design criteria for the Shopping Center, including the manner and method of attachment of the signage to the building. Landlord agrees to allow Tenant to install and maintain the maximum signage permitted under applicable Laws. All signs must comply with all Laws, including, but not limited to, any applicable city and county code requirements. Tenant shall be solely responsible for all costs associated with the manufacture, installation and maintenance of the signs. At the expiration of this Lease, Tenant shall remove all signs, at its sole expense, and shall repair any damage resulting from the installation or removal of the signs. Section 4.6. Removal by Tenant. All present and future repairs, alterations, additions and improvements made to the Premises by either party shall become the property of Landlord upon attachment. Upon the expiration or sooner termination of this Lease, Tenant shall not remove any of such alterations, and improvements, except that Tenant shall remove any alterations, additions or improvements that Landlord designates by written notice to Tenant, at the Time of Tenant’s request to make such changes, and Tenant shall remove its trade fixtures if Tenant is not in default hereunder. Tenant shall promptly repair any damage to the Premises caused by such removal. Tenant will not have any restoration obligations related to Landlord’s Work. Section 4.7. Construction Insurance. Prior to the commencement of any Tenant alterations, repairs, additions or improvements to the Premises, Tenant shall carry, or cause its contractor to carry, “Builder’s All Risk” insurance in an amount reasonably approved by Landlord covering the performance of the same, workers’ compensation coverage as required by law, and such other insurance Landlord may reasonably require, and shall provide evidence of such coverage to Landlord. Landlord and any mortgagee of the Building shall be named as additional insureds or loss payees, as applicable on such policies. ARTICLE V CONDUCT OF BUSINESS Section 5.1. Permitted Use. Tenant shall continuously use and occupy the Premises during the Term solely for the purpose of conducting the business specifically set forth in the Summary of Certain Provisions, and for no other purpose. Tenant shall not use the Premises for any use that would conflict with the exclusive use rights of other tenants at the Project. Tenant shall procure all license(s) and/or permit(s) required for the lawful conduct of Tenant’s business and submit the same for inspection by Landlord. Tenant, at Tenant’s expense, shall at all times comply with the requirements of such license(s) or permit(s). Section 5.2. Tenant’s Covenants and Prohibited Uses. Notwithstanding the foregoing, the Tenant: a) Tenant shall at all times keep the Premises at a temperature sufficiently high to prevent freezing of water pipes and fixtures. 8 b) When Shopping Center generally is open for business to the public, Tenant shall maintain the following temperatures in all merchandising areas in the Premises, subject to any adjustments required by any governmental agency: i. Heating Season: A prevailing minimum temperature of sixty-eight (68) degrees Fahrenheit. ii. Cooling Season: A prevailing maximum temperature of seventy-eight (78) degrees Fahrenheit and relative humidity of approximately sixty (60%) percent. c) Tenant shall not permit any business to be operated in or from the Demised Premises by any concessionaire or licensee without the prior written consent of Landlord. d) Tenant (i) will keep clean the inside and outside of all glass in the doors and windows of the Premises; (ii) will replace promptly at its own expense with glass of like kind and quality any plate or window glass; (iii) will replace doors or door hardware of the Premises which may for any reason become cracked or broken; (iv) will maintain the Premises in a clean, orderly and sanitary condition and free of insects, rodents, vermin, and other pests; (v) will not permit undue accumulation of garbage, trash, rubbish or other refuse in the Premises; and (vi) will keep such refuse in proper containers inside the Premises until such time as same is called for to be removed. e) Tenant shall keep the Premises open for business with the public during all hours when Shopping Center generally is open for business with the public. Tenant shall keep the Premises open for business with the public on each business day at least during the hours indicated below or such extensions of the minimum as shall be determined by Landlord. Lessee shall continuously operate its business in the entire Premises, as required by this Lease during the Term hereof. In no event shall any Tenant be open for business less than thirty (30) hours in any given week. Notwithstanding the provisions of this Section, no Tenant shall be required to keep its Premises open for business on national holidays or at any time prohibited by applicable law, ordinance or governmental regulations and Tenant shall be permitted to close the Premises during reasonable periods not to exceed three (3) consecutive days (but not more than twice in any twelve (12) month period) for re-stocking, taking inventory, repairing, cleaning or decorating the Premises, with prior written permission from Landlord. f) Tenant shall not, nor shall Tenant at any time permit any occupant of the Premises to, (i) conduct or permit any fire, bankruptcy or auction sale (whether real or fictitious) unless directed by order of a court of bankruptcy or of competent jurisdiction, or conduct or permit any fictitious "Going Out of Business" sale; (ii) use, or permit to be used, the malls or sidewalks adjacent to such Premises, or any other area outside the Premises for the sale or display of any merchandise or for any other business, occupation or undertaking, or for outdoor public meetings, circus or other entertainment (except for promotional activities in cooperation with the management of the Shopping Center): (iii) use or permit to be used, any sound broadcasting or amplifying device which can be heard outside of the Premises; (iv) operate or cause to be operated any "elephant trains" or similar transportation devices; (v) use or permit to be used any portion of the Premises for any unlawful purpose or use or permit the use of any portion of the Premises as regular living quarters, sleeping apartments or lodging rooms or for the conduct of any assembly or manufacturing business or warehouse (except as required to store retail goods for sale on site); or (vi) use, operate or maintain the Premises in such manner that any of the rates for any insurance carried by Landlord, or the occupant of any premises within the Shopping Center, shall thereby be increased, unless Tenant shall pay to Landlord or such occupant within the Shopping Center, as the case may be, an amount equal to any such increase in rates, such payment to be made promptly on demand as each premium which shall include such increase shall become due and payable. 9 g) Tenant (i) will not represent or advertise that it regularly or customarily sells merchandise at "manufacturers", "distributor's ", or "wholesale", "warehouse", "fire sale", "bankruptcy sale", surplus, or similar prices or other than at retail prices; (ii) will keep all mechanical apparatus free of vibration or noise which may be transmitted beyond the confines of the Premises; (iii) will not cause or permit objectionable odors to emanate from the Premises; (iv) will not load or unload or permit the loading or unloading of merchandise, supplies or other property except within the area designated by Landlord from time to time; and (v) will not permit the parking or standing, outside of such designated area, of trucks, trailers or other vehicles or equipment engaged in such loading or unloading. Tenant shall not sell, or suffer or permit to be kept, used or sold in, upon or about the Demised Premises any gasoline, distillate or other petroleum products or any other substance or material of an explosive, inflammable or radiological nature which may endanger any part of the Demised Premises or its occupants, business patrons or invitees, or present any unusual fire, explosion or other damaging or dangerous hazard or possibility of contamination; and Tenant shall comply with all governmental rules, regulations, ordinances, statutes and laws now or hereafter in effect pertaining to the Demised Premises or Tenant's "use" thereof (including such rules and regulations regarding the disposal of medical, toxic and hazardous waste); provided, however, that Tenant shall not be liable for structural or major system changes except as they may be required as a consequence of the nature of Tenant's particular use of the Demised Premises. Section 5.3. Tenant’s Additional Covenants. Tenant covenants and agrees that, in the operation of its business within the Premises, Tenant shall: (a) pay before delinquency any and all taxes, assessments and public charges levied, assessed or imposed upon Tenant’s business, or upon Tenant’s fixtures, furnishings or equipment in the Premises; (b) not use any space outside the Premises for sale, storage, display, hand billing, advertising, solicitation or any other similar undertaking; (c) not use the plumbing facilities in the Premises for any purpose other than that for which they were constructed; (d) not use any advertising medium or sound devices inside or adjacent to the Premises which produce or transmit sounds which are audible beyond the interior of the Premises, except as otherwise approved by Landlord in writing; (e) not permit any odor to emanate from the Premises which is reasonably objected to by Landlord or by any tenant or occupant of the Building (and, upon written notice from Landlord, Tenant shall immediately cease and desist from causing such odor, failing which Landlord may deem the same a material breach of this Lease); (f) not use the Premises in a manner that would constitute a nuisance; (g) keep the Premises in a neat, clean, safe and sanitary condition; (h) be authorized to do business in the State; (i) not store, display, sell or distribute any alcoholic beverages or any dangerous materials other than serving alcoholic beverages for employee social events and events for clients; (j) not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device other than vending machines for the exclusive use of Tenant’s employees; (k) not permit any improper, immoral and “adult” entertainment or nudity in the Premises, and not distribute or display any paraphernalia commonly used in the use or ingestion of illicit drugs, or any x-rated, pornographic or so-called “adult” newspaper, book, magazine, film, picture, video tape, video disk or other similar representation or merchandise of any kind; (l) use good faith efforts to avoid any action which would cause any work stoppage, picketing, labor disruption or dispute, or any interference with the business or rights and privileges of Landlord or any other tenant, occupant or other person lawfully in the Project; (m) not interfere with the transmission or reception of microwave, television, or radio communications signals by antennae located on the roof of any building or elsewhere in the Project; (n) not move any safe, heavy machinery, heavy equipment or fixtures into or out of the Premises without Landlord’s prior written consent, or place a load on any floor exceeding the floor load per square foot that such floor was designed to carry, or install, operate or maintain in the Premises any heavy equipment except in such manner as to achieve a proper distribution of weight; and (o) promptly comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction (collectively, “Laws”), including any and all Laws concerning the Americans with Disabilities Act of 1990, as amended (the “ADA”) (so long as such compliance with all Laws is related to Tenant’s specific use of the Premises and not office use in general), or the generation, use and/or disposal of any 10 Hazardous Materials (as defined in Section 5.5 below) brought to the Premises by Tenant, its employees, agents or contractors, or the cleanliness, safety, occupancy and use of the same, whether or not any such law, ordinance, order, rule, regulation, covenant, restriction or other requirement is substantial, or foreseen or unforeseen, or ordinary or extraordinary, or shall necessitate structural changes or improvements, shall interfere with the use or enjoyment of the Premises, and Tenant shall hold Landlord harmless from any and all cost or expense on account thereof (as used in this Lease, the term “legal requirements” shall include the requirements set forth in this subparagraph 5.3(o)). Section 5.4. Notice by Tenant. Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises, or in the Building of which the Premises are a part, or of defects therein or in any fixtures or equipment. Section 5.5. Hazardous Materials. (a) Tenant shall not cause or permit the presence, use, generation, release, discharge, storage, disposal or transportation of any Hazardous Materials on, under, in, about, to or from the Premises and/or the Project, other than typical office supplies. As used herein, the term “Hazardous Materials” shall mean any hazardous or toxic substances, materials or waste, pollutants or contaminants, as defined, listed or regulated by any federal, state, county or local law, regulation or order or by common law decision including, without limitation: (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents; (ii) petroleum products or by-products; (iii) asbestos; and (iv) polychlorinated biphenyls. (b) Should a release of any Hazardous Materials occur at the Premises or the Project as the result of the acts or omissions of Tenant, Tenant shall immediately (i) notify Landlord and any mortgagee of the Project for whom Tenant has been provided contact information, and (ii) contain, remove and dispose of, off the Premises or the Project, such Hazardous Materials and any material that was contaminated by the release, and remedy and mitigate all threats to human health or the environment relating to such release. When conducting any such measures Tenant shall comply with all environmental laws. (c) Tenant shall exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Landlord) and hold harmless Landlord, and its directors, trustees, beneficiaries, officers, shareholders, partners, members, managers, employees, agents, and invitees, any mortgagee of the Building and those of the other tenants of the Building (collectively, the “Related Parties”) from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, taxes, assessments, liabilities (including sums paid in settlements of claims), interest or losses, including reasonable attorneys’ fees and expenses (including any such fees and expenses incurred in enforcing this Lease or collecting any sums due hereunder), consultant fees, and expert fees, together with all other reasonable costs and expenses of any kind or nature actually incurred (collectively, the “Costs”) that arise directly or indirectly in connection with the presence, suspected presence, release or suspected release of any Hazardous Materials in or into the air, soil, ground water, surface water or improvements at, on, about, under or within the Premises or the Project, or any portion thereof, or elsewhere in connection with the transportation of Hazardous Materials to or from the Premises or the Project, in any such case by or on behalf of Tenant. This indemnification shall survive the termination of this Lease and shall be binding upon Tenant and its successors in interest whenever such threat, claim or cause of action may arise. Tenant expressly waives any defense concerning laches or the statute of limitations, constructive eviction or rent abatement with respect to such claims. Tenant's obligations under this Section 5.5 shall survive the termination of this Lease for any reason whatsoever. (d) Landlord shall exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Tenant) and hold harmless Tenant, and its directors, trustees, beneficiaries, officers, shareholders, partners, members, managers, employees, agents, and invitees, any mortgagee of the Building and those of the other tenants of the Building (collectively, the “Related Parties”) from and against any claims (including, 11 without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, taxes, assessments, liabilities (including sums paid in settlements of claims), interest or losses, including reasonable attorneys’ fees and expenses (including any such fees and expenses incurred in enforcing this Lease or collecting any sums due hereunder), consultant fees, and expert fees, together with all other reasonable costs and expenses of any kind or nature actually incurred (collectively, the “Costs”) that arise directly or indirectly in connection with the presence, suspected presence, release or suspected release of any Hazardous Materials in or into the air, soil, ground water, surface water or improvements at, on, about, under or within the Premises or the Project, or any portion thereof, or elsewhere in connection with the transportation of Hazardous Materials to or from the Premises or the Project, in any such case by or on behalf of Landlord. This indemnification shall survive the termination of this Lease and shall be binding upon Landlord and its successors in interest whenever such threat, claim or cause of action may arise. Landlord's obligations under this Section 5.5 shall survive the termination of this Lease for any reason whatsoever. ARTICLE VI OPERATING EXPENSES Section 6.1 Operating Expense Payments. Commencing on the Commencement Date, and thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant’s Share of the Operating Expenses incurred in the operation of the Shopping Center for each Lease Year, whether or not such cost or expense is incurred or performed on the Shopping Center Land. “Operating Expenses” means all costs and expenses necessary to own, operate and maintain the Shopping Center in sole discretion of the Landlord and all “Common Areas”, including, without limitation and by example only: all costs and expense of operating the Common Areas, all personnel costs and all other costs associated with the operation of the Shopping Center, maintaining, repairing, lighting, signing, roof, cleaning, painting, striping, utilities (including, without limitation, electric, gas, water, and sewer), insurance (including, without limitation, Landlord’s insurance costs for fire and casualty, loss of rents, and liability insurance of the Shopping Center), costs otherwise payable by Landlord pursuant to any Permitted Exceptions, repairs, replacement costs (due to ordinary or extraordinary wear and tear or catastrophe), real estate taxes, trash removal, snow/ice removal and hurricane debris removal (including removal from parking areas, abutting roadways and walkways), landscaping and lawn maintenance, painting, sign installation and maintenance, repair and replacement of utility systems, depreciation of machinery and equipment used in such repair and replacement, cost of all personnel to implement such services. Costs and expenses of replacement of paving, curbs, walkways, landscaping, drainage, pipes, ducts, conduits, and similar items and lighting facilities; cost of water; services, if any, furnished by Landlord for nonexclusive use of all tenants; parcel pickup and delivery services; property management fees; security services as Landlord may provide; and administrative costs equal to fifteen percent (15%) of the total cost of operating and maintaining the Common Areas as is described above in this Section 6.1 of the lease. The foregoing list of items is provided for illustrative purposes only and shall not be deemed a full, complete or exhaustive list of all possible Operating Expenses. Section 6.2. Signage. At Tenant’s sole cost and expense, Tenant shall have the right to place a sign on the Building in compliance with the terms of Exhibit D attached hereto. Tenant shall have the right to place a sign that complies with the terms of Exhibit D on the “Retail” monument at Landlord’s sole discretion, pending availability. ARTICLE VII REPAIRS AND MAINTENANCE BY TENANT Section 7.1. Repairs and Maintenance by Tenant. 12 (a) Except to the extent of the work to be performed pursuant to Sections 4.1 and 4.3 above, by entry hereunder Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver the Premises. Tenant shall, at Tenant's sole cost and expense, at all times during the term hereof keep, and at the end of the term of this Lease surrender to Landlord, the Premises and every part thereof and all alterations, additions and improvements thereto in good condition and repair, except for normal wear and tear and damage (which damage shall not have been caused by the negligence or intentional act of Tenant or its agents, employees, contractors, invitees, licensees, tenants or assigns) thereto by fire, earthquake, act of God or the elements. To the fullest extent permitted by law, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in effect. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, except as specifically and expressly herein set forth. No representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically and expressly herein set forth. (b) Tenant agrees that Tenant’s use of electrical current will at no time exceed the capacity of the electric distribution system and that Tenant will not make any alteration or addition to Tenant’s electrical system without Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (c) If Tenant fails, refuses or neglects to properly maintain the Premises, or to commence or to complete repairs promptly and adequately, or if Landlord finds it necessary to make any repairs or replacements otherwise required to be made by Tenant, then Landlord may, after reasonable advance notice to Tenant, in addition to all other remedies, but without obligation to do so, enter the Premises and proceed to have such maintenance, repairs or replacements made, and Tenant shall pay to Landlord, on demand, the cost and expenses therefor plus a charge of five percent (5%) of such costs and expenses to compensate Landlord for its administrative and overhead costs. ARTICLE VIII [INTENTIONALLY DELETED] ARTICLE IX INSURANCE, INDEMNITY AND LIABILITY Section 9.1. Landlord’s Insurance Obligations. Landlord agrees to obtain and maintain during the Term hereof, to the extent that the same is available, fire and extended coverage insurance, in amounts and coverages and with such special endorsements as Landlord shall determine from time to time, insuring the Building in which the Premises is located and the improvements to the Premises provided by Landlord pursuant to this Lease (exclusive of Tenant’s trade fixtures, furnishings, equipment, plate glass, signs and personal property). Landlord shall have the right to carry its insurance under “blanket policies” covering the Building and other properties. Section 9.2. Tenant’s Insurance Obligations. (a) Tenant, at Tenant’s sole cost and expense, shall obtain and maintain in effect, commencing with the delivery of possession date and continuing throughout the Term, insurance policies providing for the following coverage: (i) standard “special form” property insurance against fire, theft, vandalism, malicious mischief, sprinkler leakage and such additional perils as now are or hereafter may be included in a standard extended coverage endorsement from time to time in general use in the State, insuring Tenant’s merchandise, trade fixtures, furnishings, equipment and all items of personal property of Tenant located in, on or about the Premises, and the amount of such insurance will be set forth in an “agreed value endorsement” to the policy of such insurance, not less than one hundred percent (100%) of the full replacement value thereof without deduction for depreciation, and with a deductible amount of not more than Twenty Thousand Dollars ($20,000.00); (ii) a 13 commercial general liability policy, naming Landlord and any mortgagee of the Building as additional insureds, protecting against any and all claims for injury to persons or property occurring in the Premises and protecting against assumed or contractual liability under this Lease with respect to the Premises and the operations of Tenant and any subtenant of Tenant in, on or about the Premises, with such policy to be in the minimum amount of One Million Dollars ($1,000,000.00) per occurrence, and with an aggregate limit of at least Two Million Dollars ($2,000,000.00)) (provided that such aggregate limit may be satisfied by a combination of primary and excess/umbrella coverage); (iii) workers’ compensation coverage as required by law, with employer’s liability limits in the minimum amount of Five Hundred Thousand Dollars ($500,000.00); (iv) and with respect to alterations, improvements and the like required or permitted to be made by Tenant hereunder, contingent liability and builder’s risk insurance in amounts satisfactory to Landlord. (b) All insurance policies herein to be procured by Tenant and/or its contractors shall: (i) be issued by insurance companies, reasonably satisfactory to Landlord and authorized to do business in the State; (ii) be written as primary policy coverage and non-contributing with respect to any coverage which Landlord may carry; (iii) insure and name Landlord, Landlord’s advisors, Landlord’s managing agent and any parties in interest designated by Landlord as additional insureds or loss payees, as applicable, as their respective interests may appear (except with respect to workers’ compensation insurance); (iv) be primary and non-contributory and (v) contain, in the case of Tenant’s property insurance coverage, an express waiver of any right of subrogation by the insurance company against Landlord, Landlord’s managing agent and their respective agents, employees and representatives which arises or might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its agents, employees or representatives. The minimum limits of Tenant’s commercial general liability policy of insurance shall be subject to increase at any time, and from time to time, if Landlord reasonably deems it necessary for adequate protection and if the minimum limits are less than those customarily required for buildings of similar class and size in the Jacksonville area. Within thirty (30) days after demand therefor by Landlord, Tenant shall furnish Landlord with evidence of Tenant’s compliance with such demand. Neither the issuance of any insurance policy required hereunder nor the minimum limits specified herein with respect to Tenant’s insurance coverage shall be deemed to limit or restrict in any way Tenant’s liability arising under or out of this Lease. With respect to each and every one of the insurance policies herein required to be procured by Tenant, on or before the Commencement Date (or, if earlier, the date on which possession of the Premises is delivered to Tenant), and at least thirty (30) days before any such insurance policy shall expire, Tenant shall deliver to Landlord a certificate of the insurer certifying that such policy has been issued, providing the coverage required by this Lease and containing the provisions specified herein, together with evidence of payment of all applicable premiums. Each and every insurance policy required to be carried hereunder by or on behalf of Tenant shall provide (and any certificate evidencing the existence of each such insurance policy shall certify) that, unless Landlord shall first have been given such prior written notice thereof, the insurer will not cancel, materially change or fail to renew the coverage provided by such insurance policy as is required under the applicable policy. The term “insurance policy” as used herein shall be deemed to include any extensions or renewals of such insurance policy. In the event that Tenant shall fail to promptly furnish any insurance coverage hereunder required to be procured by Tenant, Landlord, at its sole option, shall have the right after ten (10) days’ prior written notice to Tenant to obtain the same and pay the premium therefor for a period not exceeding one (1) year in each instance, and the premium so paid by Landlord shall be immediately due and payable by Tenant to Landlord as Additional Rent. (c) Tenant shall not do or permit to be done any act or thing upon the Premises that will invalidate or be in conflict with any fire insurance policies covering the Building or any part thereof, including any retail stores located there, or fixtures and property therein, or any other insurance policies or coverage referred to above in this Article IX; and Tenant shall promptly comply with all rules, orders, regulations or requirements relating to such insurance policies, and shall not do anything, or prevent anything to be done, in, on or about the Premises, or bring or keep anything therein, which shall increase the rate of fire insurance on the Building in which the Premises is located or on any property, including the common areas, located therein, or increase the rate or rates of any other insurance referred to hereinabove. If any act or omission of Tenant, its agents, employees or contractors shall result in any increase in the premium rates applicable to any such insurance policies carried by Landlord, or other increased costs to Landlord in connection therewith, then Tenant shall 14 reimburse Landlord on demand as Additional Rent for the amount of any such increased rates or costs. In particular, if Tenant uses the Premises for the preparation of food, Tenant shall reimburse Landlord on demand for any part of the premium for insurance coverage under Section 9.1 above required to be paid on account of such use of the Premises. Section 9.3. Waiver of Subrogation. LANDLORD AND TENANT HEREBY WAIVE AND RELEASE ANY CLAIM THAT EITHER OF THEM MAY HEREAFTER HAVE AGAINST THE OTHER ON ACCOUNT OF ANY DAMAGE TO THE PROPERTY OF THE WAIVING PARTY, EVEN IF SUCH DAMAGE SHALL BE DUE TO THE NEGLIGENT ACT OR OMISSION OF THE OTHER PARTY, TO THE EXTENT THAT SUCH DAMAGE IS COVERED BY INSURANCE (OR WOULD HAVE BEEN COVERED IF THE INSURANCE REQUIRED HEREUNDER HAD BEEN OBTAINED BY THE PARTY WHO SUFFERED THE DAMAGE). LANDLORD AND TENANT SHALL EACH CAUSE THEIR RESPECTIVE PROPERTY INSURANCE POLICIES TO CONTAIN EITHER A WAIVER OF ANY RIGHT OF SUBROGATION THE INSURER OF ONE PARTY HERETO MAY ACQUIRE AGAINST THE OTHER PARTY HERETO BY VIRTUE OF PAYMENT OF ANY LOSS UNDER ANY SUCH INSURANCE OR AN ACKNOWLEDGMENT BY THE INSURER THAT THE FOREGOING WAIVER OF CLAIMS DOES NOT IMPAIR OR INVALIDATE SUCH POLICY OF INSURANCE. Section 9.4. Covenant to Hold Harmless. TENANT HEREBY INDEMNIFIES AND AGREES TO SAVE HARMLESS LANDLORD, ITS OFFICERS, DIRECTORS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS AND ANY MORTGAGEE OR MASTER LESSOR OF THE BUILDING, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT (A) ARISE FROM OR ARE IN CONNECTION WITH THE POSSESSION, USE, OCCUPANCY, MANAGEMENT, REPAIR, MAINTENANCE OR CONTROL OF THE PREMISES, OR ANY PORTION THEREOF, OR (B) ARISE FROM OR ARE IN CONNECTION WITH ANY NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR TENANT’S AGENTS, EMPLOYEES, CONTRACTORS, LICENSEES OR INVITEES, OR (C) RESULT FROM ANY DEFAULT, BREACH, VIOLATION OR NONPERFORMANCE OF THIS LEASE OR ANY PROVISION HEREOF BY TENANT, OR (D) RESULT FROM INJURY TO PERSON OR PROPERTY OR LOSS OF LIFE SUSTAINED IN THE PREMISES. TENANT SHALL, AT ITS OWN COST AND EXPENSE, DEFEND ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS WHICH MAY BE BROUGHT AGAINST LANDLORD OR ANY MORTGAGEE OR MASTER LESSOR OF THE BUILDING WITH RESPECT TO THE FOREGOING. TENANT SHALL PAY, SATISFY AND DISCHARGE ANY AND ALL JUDGMENTS, ORDERS AND DECREES WHICH MAY BE RECEIVED AGAINST LANDLORD OR ANY SUCH MORTGAGEE OR MASTER LESSOR IN CONNECTION WITH THE FOREGOING. IN THE EVENT LANDLORD OR ANY OTHER PARTY SO INDEMNIFIED SHALL, WITHOUT FAULT, BE MADE A PARTY TO ANY LITIGATION COMMENCED BY OR AGAINST TENANT, OR IF LANDLORD OR ANY SUCH PARTY SHALL, IN ITS SOLE DISCRETION, INTERVENE IN SUCH LITIGATION TO PROTECT ITS INTEREST HEREUNDER, THEN TENANT SHALL PROTECT AND HOLD THEM HARMLESS AND SHALL PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES INCURRED OR PAID BY SUCH PARTY(IES) IN CONNECTION WITH SUCH LITIGATION. Section 9.5. Consequential Damages. NEITHER LANDLORD NOR TENANT SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, FOR ANY BREACH OF THE TERMS HEREIN. ARTICLE X DESTRUCTION OF PREMISES Section 10.1. Casualty. (a) If the Premises is damaged or destroyed by fire or other casualty and Landlord does not elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole 15 cost and expense to rebuild and repair the Premises. If (i) more than fifty percent (50%) of the square footage of the Premises shall be damaged by any fire or other casualty during the last two (2) years of the Term of this Lease (not including any option or renewal periods) or during any renewal or extension of the Term hereof, or (ii) Landlord is unable to rebuild any portion of the Building due to any inability to obtain any required governmental approval in connection therewith, or (iii) more than fifty percent (50%) of the floor area of the Building shall be damaged or destroyed by fire or other casualty, or (iv) if all or any part of the Building or the Premises shall be damaged or destroyed at any time by the occurrence of any risk not insured under the insurance required to be carried under Article IX above, or (v) for any reason whatsoever sufficient insurance proceeds are not available (including, without limitation, by the exercise of the right of any mortgagee of the Building to apply insurance proceeds to any obligations of Landlord to such mortgagee), then Landlord shall have the option to terminate this Lease by giving written notice to Tenant. Landlord shall give written notice to Tenant of such election within ninety (90) days after the occurrence of such casualty and if it elects to rebuild and repair shall proceed to do so with reasonable diligence and at its sole cost and expense. Tenant hereby waives any and all rights that it may have to terminate this Lease by reason of damage to the Premises by fire or other casualty pursuant to any presently existing or hereafter enacted statute or pursuant to any other law. Tenant may elect to terminate this Lease by notice to Landlord if substantial completion of restoration of the Premises or of the access thereto does not occur within two hundred seventy (270) days after the date of such damage or destruction, or if Landlord gives Tenant notice that Landlord has determined that substantial completion of restoration of the Premises or of the access thereto shall take longer than two hundred seventy (270) days after the date of such damage or destruction; provided, however, that in such event such two hundred seventy (270) day period shall be automatically extended (x) for so long as Landlord is diligently pursuing the settlement of any insurance claims for such casualty and the performance of the applicable restoration work, and (y) by any period of Force Majeure. (b) Landlord’s obligation to rebuild and repair under this Article X shall in any event be limited to restoring the Premises to substantially the same condition in which the same existed prior to the casualty. In no event shall Landlord be required to repair or replace Tenant’s merchandise, trade fixtures, furnishings or equipment. Tenant agrees that promptly after completion of such work by Landlord Tenant shall proceed with reasonable diligence and at Tenant’s sole cost and expense to restore, repair and replace all alterations, additions, improvements, fixtures, signs and equipment installed by Tenant to substantially the same condition in which the same existed prior to the casualty. (c) Tenant agrees that during any period of reconstruction or repair of the Premises it shall continue the operation of its business within the Premises to the extent practicable. During the period from the occurrence of the casualty until Landlord’s repairs are completed, the Minimum Rent shall be reduced to such extent as may be fair and reasonable under the circumstances; however, there shall be no abatement of the Additional Rent, and other charges provided for herein nor shall there be any abatement of Rent in the event the underlying damage was caused by Tenant, or its contractors, subcontractors, employees, agents or invitees. ARTICLE XI CONDEMNATION Section 11.1. Eminent Domain. If twenty percent (20%) or more of the floor area of the Premises shall be taken or condemned by any governmental authority (including, for purposes of this Article, any purchase by such governmental authority in lieu of a taking), or if access to or parking for the Premises is materially adversely affected, either party may elect to terminate this Lease by giving notice to the other party not more than sixty (60) days after the date on which such title shall vest in the authority. If the parking area is reduced below the minimum parking requirements imposed by the applicable authorities, rendering the use of the Premises in violation of law, Landlord may elect to terminate this Lease by giving Tenant notice within one hundred twenty (120) days after such taking. In the case of any taking or condemnation, whether or not the Term shall cease and terminate, the entire award shall be the property of Landlord; provided, however, Tenant shall be entitled to any award as may be made for trade fixtures and other equipment which under the terms of this 16 Lease would not have become the property of Landlord; further provided, that any such award to Tenant shall not be in diminution of any award otherwise to be made to Landlord in the absence of such award to Tenant. Section 11.2. Rent Apportionment. In the event of any taking or condemnation, the then current Minimum Rent and the Rentable Area of the Premises shall be apportioned as of the date when possession of the Premises is required to be delivered to the condemning authority or termination of this Lease and Tenant shall be entitled to a pro rata reduction in the Minimum Rent payable based on the proportion which the Rentable Area taken from the Premises bears to the entire Rentable Area of the Premises immediately prior to such taking. ARTICLE XII ASSIGNMENT, SUBLETTING AND ENCUMBERING LEASE Section 12.1. No Assignment, Subletting or Encumbering of Lease. (a) Notwithstanding any references to assignees, subtenants, concessionaires or other similar entities in this Lease, Tenant shall not (i) assign or otherwise transfer, or mortgage or otherwise encumber this Lease or any of its rights hereunder, or (ii) sublet the Premises, or (iii) permit the use of the Premises or any part thereof by any persons other than Tenant or its agents without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any such attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant’s interest hereunder, and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence, whether voluntary or involuntary or by operation of law or otherwise, shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee or occupant. Nothing contained elsewhere in this Lease shall authorize Tenant to enter into any franchise, concession, license, permit, subtenancy, departmental operation arrangements or the like, except pursuant to the provisions of this Article XII. (b) Notwithstanding the provisions of Sections 12.1(a), Tenant shall have the right to assign this Lease or to sublet the Premises (in whole or in part) to any other entity (the “Successor Entity”) (i) which controls or is controlled by Tenant or Tenant’s parent corporation or which is under common control with Tenant, provided that such transfer or transaction is for a legitimate regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, or (ii) which purchases all or substantially all of the assets of Tenant, or (iii) which purchases all or substantially all of the stock of (or other ownership or membership interests in) Tenant or (iv) which merges or combines with Tenant, provided that in any of the foregoing events, the entity to which this Lease is so assigned or which so sublets the Premises has a credit worthiness (e.g., net assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) and cash flow which are reasonably adequate to satisfy the obligations under the Lease through the end of the term hereof (the foregoing transferees referred to, individually or collectively, as a “Permitted Transferee”). Except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under this Lease, on a joint and several basis with the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent. (c) Without conferring any rights upon Tenant not otherwise provided in this Article XII, should Tenant desire to enter into an assignment, sublease or transfer of this Lease or Tenant’s rights hereunder, Tenant shall request in writing Landlord’s consent to the assignment, sublease or transfer at least thirty (30) days before the proposed effective date of the assignment, sublease or transfer, providing the following: (i) the full particulars of the proposed assignment, sublease or transfer of this Lease or Tenant’s rights hereunder, including its nature, effective date, terms and conditions, and copies of any offers, draft agreements, subleases, letters of commitment or intent and other documents pertaining to the proposed transfer; (ii) a description of the identity, net worth of the proposed transferee, including (without limitation) copies of the proposed transferee’s latest income, balance sheet and changes in financial position statements (with accompanying notes and disclosures of all material 17 changes thereto) in audited form, if available, and certified as accurate by the proposed transferee; and (iii) any further information relevant to the proposed transfer which Landlord shall request after receipt of Tenant’s request for consent. Tenant shall, concurrently with any request for Landlord’s consent, pay to Landlord a fee in the sum of Five Hundred Dollars ($500.00) for Landlord’s review and processing of such request, and Landlord shall not be obligated to review such request prior to Landlord’s receipt of such fee. Landlord, after receiving such request, shall have a thirty (30) day period in which to provide written notice to Tenant informing Tenant that Landlord approves the transfer (with or without conditions), disapproves the transfer or will elect to recapture the Premises as provided for in Section 12.4 below. The consent by Landlord to any proposed assignment or sublease shall not release Tenant from any covenant or obligation under this Lease, nor be deemed a waiver or release of the non-assignability covenants in their future application, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver of or a release of Tenant from any covenant or obligation contained in this Lease. (d) Without conferring any rights upon Tenant not otherwise provided in this Article XII, in the event of an assignment or transfer of Tenant’s interest in this Lease, or a sublease of all or a portion of the Premises, to a third party, in the event that any monthly rent or other payment accruing to Tenant as the result of any such assignment, transfer, or sublease, including any lump sum or periodic payment in any manner relating to such assignment, transfer or sublease, is in excess of the rent then payable by Tenant under this Lease, then one-half of such excess shall be paid by Tenant to Landlord monthly as Additional Rent. Landlord may require a certificate from Tenant specifying the full amount of any such payment of whatsoever nature. (e) All reasonable costs and expenses, including attorneys’ fees (which shall include the cost of any time expended by Landlord’s attorneys (including in-house counsel)) incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease shall be borne by Tenant and shall be payable to Landlord as Additional Rent. Section 12.2. Assignment or Sublet. If this Lease is transferred or assigned, as aforesaid, or if the Premises or any part thereof shall be sublet or occupied by any person or entity other than Tenant, whether as a result of any act or omission by Tenant, or operation of law, or otherwise, then Landlord, whether before or after default by Tenant, may, in addition to, and not in diminution of or substitution for, any other rights and remedies under this Lease or pursuant to law to which Landlord may be entitled as a result thereof, collect rent from the transferee, assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such transfer, assignment, subletting, occupancy or collection shall be deemed a waiver of the covenants contained herein, or the acceptance of the transferee, assignee, subtenant or occupant as the tenant hereunder, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant set forth in this Lease. Unless and until Landlord exercises its right pursuant to the immediately-preceding sentence, Tenant shall be entitled to collect rentals payable under approved subleases. Section 12.3. Transfer of Landlord’s Interest. In the event of any transfer of Landlord’s interest in the Premises, including a sale or lease, the transferor shall be automatically relieved of any and all obligations on the part of Landlord accruing from and after the date of such transfer, provided that (a) the interest of the transferor, as Landlord, in any funds then in the hands of Landlord in which Tenant has an interest shall be turned over, subject to such interest, to the transferee; and (b) notice of such sale, transfer or lease shall be delivered to Tenant as required by law. Section 12.4. Recapture of Premises. In the event Tenant proposes to assign its interest in this Lease or sublet more than fifty percent (50%) of the Premises, it shall first give notice thereof (the “Assignment/Subletting Notice”) to Landlord together with all other information requested by Landlord with respect to the subject assignment or subletting. Within twenty-one (21) days after Landlord’s receipt of an Assignment/Subletting Notice and such required and/or requested information from Tenant, and provided that the subject assignment or sublease is not one permitted without the prior consent of Landlord, Landlord may elect by notice (the “Recapture Termination Notice”) in writing to Tenant to terminate this Lease and recapture the Premises, in which event this Lease shall automatically terminate on the ninetieth (90th) day (the 18 “Termination Date”) following Tenant’s receipt of the Termination Notice with the same force and effect as if said Termination Date had been designated as the expiration date of this Lease, and Landlord and Tenant shall upon such Termination Date be released from any and all liabilities thereafter accruing hereunder. All Minimum Rent and Additional Rent payable by Tenant hereunder shall be apportioned as of the Termination Date and Tenant shall promptly pay to Landlord any amounts so determined to be due and owing by Tenant to Landlord, and conversely Landlord shall promptly reimburse Tenant for any amounts prepaid by Tenant for periods subsequent to the Termination Date. Notwithstanding any Termination Notice given to Tenant by Landlord within the aforesaid twenty-one (21) day period, Tenant shall have the right within ten (10) days after its receipt of the Termination Notice to give Landlord notice (the “Rescission Notice”) of its rescission of the Assignment/Subletting Notice, and upon Landlord’s receipt of the Rescission Notice the Termination Notice previously given by Landlord shall be deemed null and void; in such event, Tenant shall not assign this Lease or sublet the Premises as proposed in its Assignment/Subletting Notice. The above recapture rights shall not apply to an assignment or sublet permitted under Section 12.1(b) above. Section 12.5. Continuing Liability. No assignment, subletting or other transfer or encumbrance of Tenant’s interest under this Lease shall reduce, diminish or otherwise affect the liability of Tenant hereunder. ARTICLE XIII SUBORDINATION, ATTORNMENT, FINANCING AND ESTOPPEL CERTIFICATE Section 13.1. Subordination. Tenant agrees that this Lease shall be subordinate to any mortgages that are now, or may hereafter be, placed upon the Building or any portion thereof and to any and all advances to be made thereunder, and to interest thereon, and all amendments, modifications, renewals, replacements and extensions thereof, provided that the mortgagees or beneficiaries named in said mortgages or trust deeds shall agree to recognize the interest of Tenant under this Lease in the event of foreclosure, if Tenant is not then in default. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien to its mortgage, and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage, whether this Lease is dated prior to or subsequent to the date of said mortgage. Tenant further agrees that this Lease shall be subordinate to any ground leases or underlying leases (including, without limitation, any lease entered into in connection with any public financing) that are now, or may hereafter be, placed upon the Building or any portion thereof and all amendments, modifications, renewals, replacements and extensions thereof. Tenant also agrees that any ground lessor or underlying lessor may elect to have this Lease constitute a prior lien to its ground lease or underlying lease, and in the event of such election and upon notification by such ground lessor or underlying lessor to Tenant to that effect, this Lease shall be deemed prior in lien to such ground lease or underlying lease, whether this Lease is dated prior to or subsequent to the date of said ground lease or underlying lease. Tenant’s acknowledgment and agreement of subordination provided for in this Section 13.1 is self-operative, and no further instrument of subordination shall be required; however, Tenant agrees that within ten (10) days of the request of Landlord, from time to time, Tenant shall execute a written Subordination, Non-Disturbance and Attornment Agreement (the “SNDA”), in reasonable form, or whatever other reasonable instruments may be required to carry out the intent of this Section. Tenant agrees to simultaneously give to any mortgagee of the Building by registered or certified mail, a copy of any notice of default served upon Landlord provided that Tenant has been notified in writing of the names and addresses of such mortgagee(s) (the execution and delivery of the SNDA shall constitute such notice to Tenant) and such parties shall have the same cure rights as Landlord has under this Lease and any additional cure rights provided in the SNDA. Any reference in this Article XIII to a “mortgage” or “mortgagee” shall also be deemed to mean a deed to secure debt and the holder thereof, respectively. Notwithstanding anything to the contrary contained in this section, (i) Landlord agrees to use commercially reasonable efforts to obtain a SNDA in form reasonably acceptable to Tenant from the holder of any existing or future mortgage on the Building, and (ii) with respect to the holder of any future mortgage on the Building, the subordination provisions set forth herein shall not be effective until Tenant receives an SNDA from such future mortgagee. 19 Section 13.2. Attornment. In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage or other security instrument made by Landlord affecting the Building or any portion thereof, or in the event that Landlord sells, conveys or otherwise transfers its interest in the Building or any portion thereof, or in the event a ground lease or underlying lease affecting the Premises is terminated, this Lease shall remain in full force and effect and at the option of the new owner (or lessor, as applicable), Tenant shall attorn to, and hereby covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner (or lessor, as applicable) upon the request of new owner (or lessor, as applicable) whereby Tenant attorns to such successor-in-interest and recognizes such successor-in-interest as the Landlord under this Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord’s (or such new owner’s, as applicable) consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. If any mortgage is foreclosed, or Landlord’s interest under this Lease is conveyed or transferred in lieu of foreclosure: neither the mortgagee nor any person or entity acquiring title to the Building as a result of foreclosure or trustee’s sale, nor any successor or assign of either of the foregoing, shall be (i) liable for or obligated to cure any default by Landlord or liable for any act or omission of Landlord (except those of a continuing nature), (ii) bound by or liable for any payment of Rent which may have been made more than thirty (30) days before the due date of such installment, (iii) subject to any defense or offset which Tenant may have to the payment of Rent or other performance under this Lease arising from any default by Landlord (except for those abatement rights, if any, expressly set forth in this Lease), (iv) bound by any amendment or modification to this Lease made without the consent of such mortgagee or (v) bound by any warranty or representation of Landlord relating to work performed by Landlord under this Lease. Section 13.3. Estoppel Certificate. Tenant shall, without charge therefor, within ten (10) business days after request by Landlord or any mortgagee of the Building, execute and deliver to Landlord, a written estoppel certificate, in reasonable form, certifying to Landlord, any mortgagee, or any purchaser of the Building or any other person designated by Landlord, as of the date of such estoppel certificate: (a) that Tenant is in possession of the Premises and has unconditionally accepted the same; (b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and setting forth such modifications); (c) whether or not there are then existing any set-offs or defenses against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so, specifying the same in detail); (d) that rent is paid currently without any offset or defense thereto; (e) the dates, if any, to which any rent has been paid in advance; (f) whether or not there is then existing any claim of Landlord’s default under this Lease and, if so, specifying the same in detail; (g) that Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by Tenant (or if Tenant has such knowledge, specifying the same in detail); and (h) any other matters relating to the status of this Lease that Landlord or its mortgagee may request be confirmed, provided that such facts are accurate and ascertainable. In the event Tenant refuses to sign an estoppel without a reasonable documented reason that Landlord refuses to cure, this will be treated as an event of default and the lease will be immediately terminated hereunder within 30 days from initial requested notice for Estoppel from the Landlord. ARTICLE XIV [RESERVED] ARTICLE XV DEFAULT AND REMEDIES Section 15.1. Elements of Default. If any one or more of the following events occur, said event or events shall constitute a “default”: (a) the failure of Tenant to take possession of the Premises within a reasonable time after the delivery of possession date or if Tenant vacates or abandons the Premises; 20 (b) the failure of Tenant to pay any Rent or other charges required to be paid by Tenant when same shall become due and payable hereunder and such failure shall continue for five (5) days after Tenant’s receipt of written notice thereof (provided however, that such notice shall be required to be given, and such cure right shall only be available, to Tenant twice in any twelve (12) month period); (c) the failure of Tenant to perform or observe any term or condition of this Lease (other than as set forth in subparagraphs (a), (b), (d) and (e) of this Section 15.1), if such failure shall continue for thirty (30) days after written notice or, if such failure cannot reasonably be cured within thirty (30) days Tenant fails to commence such cure within such thirty (30) day period and thereafter diligently pursue such cure to completion; (d) if any writ of execution, levy, attachment or other legal process of law shall occur with respect to Tenant’s assets, merchandise or fixtures or Tenant’s estate or interest in the Premises; or (e) if Tenant shall be liquidated or dissolved or shall begin proceedings toward such liquidation or dissolution, or shall in any manner permit the divestiture of all or any substantial part of Tenant’s assets. Section 15.2. Landlord’s Remedies. In the event of any such default or breach by Tenant, at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default or breach: (a) Landlord, in addition to other rights or remedies it may have, shall have the right, by written notice to Tenant, to declare this Lease terminated and the Term ended, in which event this Lease and the Term shall terminate with the same force and effect as though the date set forth in the notice of termination was the date originally set forth herein and fixed for the expiration of the then-current Term, and Tenant shall immediately vacate and surrender the Premises in accordance with Section 18.1, but shall remain liable for all obligations arising during the balance of the then-current Term as if this Lease had remained in full force and effect. In the case where Landlord has terminated the Lease, Landlord shall use reasonable efforts to re-lease the Premises to mitigate the damages to Landlord. If Tenant fails to vacate the Premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damage therefor; and Landlord may recover from Tenant the following: (i) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and 21 (v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. The term “rent” as used in this Subsection 15.2(a) shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Subsections 15.2(a)(i) and (ii) above, the “worth at the time of award” shall be computed by allowing interest at the rate specified in Section 21.12 hereof, but in no case greater than the maximum amount of such interest permitted by law. As used in Subsection 15.2(a)(iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of Atlanta at the time of award plus one percent (1%). (b) Landlord shall have the right to bring a summary proceeding to recover possession from Tenant and/or Landlord may, upon three (3) days’ notice to Tenant, re-enter the Premises and dispossess, by summary proceedings or otherwise, Tenant and the legal representatives of Tenant or other occupant(s) of the Premises and remove their effects, and Tenant shall have no further claim or right hereunder. To the extent permitted by law, Tenant waives notice of re-entry or institution of legal proceedings to that end and any right of redemption, re-entry or repossession. No re-entry or commencement of any action for re-entry shall be construed as an election to terminate this Lease, nor shall it absolve or release Tenant from any of its obligations for the remainder of the Term. In the event of re-entry, Landlord may remove all persons and property from the Premises, and such property may be removed and stored in a public warehouse or elsewhere at the expense and risk of Tenant, without notice or resort to legal process and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. (c) Upon any reletting, all rentals and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and attorneys’ fees and the costs of any alterations and repairs; third, to the payment of rent and other charges due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rentals and other sums received from such reletting during any month shall be less than the amount payable to Landlord by Tenant hereunder for the subject month, Tenant shall reimburse Landlord for all costs and expenses of such reletting within thirty (30) days after Landlord’s written request; if such rentals and other sums shall be more, Tenant shall have no right to, and shall receive no credit for, the excess. (d) Any damage or loss of rent sustained by Landlord may be recovered by Landlord, at Landlord’s option, at the time of the reletting or termination, in a single action or in separate actions from time to time as said loss of rents or damages shall accrue, or in a single proceeding deferred by Landlord or with jurisdiction reserved by the court until the expiration of the Term (in which event Tenant hereby agrees that, at Landlord’s option, the cause of action shall not be deemed to have accrued until the date of expiration of the Term). In case suit shall be brought for recovery of the Premises, or for the recovery of rent or any other amount due under the provisions of this Lease, Tenant shall pay to Landlord all expenses incurred therefor, including reasonable attorneys’ fees. (e) Nothing contained herein shall prevent the enforcement of any claim Landlord may have against Tenant for anticipatory breach of the unexpired Term. In the event of an anticipatory breach by Tenant of any of the covenants or provisions hereof or in the event of Tenant’s default, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not provided for herein. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives for itself and all persons claiming by or through Tenant, any and all rights to redeem, reinstate, restore, or obtain relief from forfeiture of this Lease granted by or under any present or future law in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises by reason of the violation by Tenant of any of the covenants and conditions of this Lease. 22 Section 15.3. Bankruptcy. (a) Neither Tenant’s interest in this Lease, any guarantor of this Lease, any estate hereby created in Tenant nor any interest herein or therein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law, except as may specifically be provided pursuant to the Bankruptcy Code (11 USC §101 et. seq.), as the same may be amended from time to time. (b) It is understood and agreed that this Lease is a lease of real property in an Building as such lease is described in Section 365 of the Bankruptcy Code, as the same may be amended from time to time. Upon the filing of a petition by or against Tenant or any guarantor of this Lease under the Bankruptcy Code, Tenant or any guarantor of this Lease, as debtor and as debtor-in-possession, and any trustee who may be appointed with respect to the assets of or estate in bankruptcy of Tenant or any guarantor of this Lease, agree to pay monthly in advance on the first day of each month, as reasonable compensation for the use and occupancy of the Premises, an amount equal to all Minimum Rent, Additional Rent and other charges otherwise due pursuant to this Lease. Included within and in addition to any other conditions or obligations imposed upon Tenant or its successor in the event of the assumption and/or assignment of this Lease are the following: (1) the cure of any monetary defaults and reimbursement of pecuniary loss within not more than thirty (30) days of assumption and/or assignment; (2) the deposit of a sum equal to not less than three (3) months’ Minimum Rent and Additional Rent, which sum shall be determined by Landlord, in its sole discretion, to be a necessary deposit to secure the future performance under this Lease of Tenant or its assignee; (3) the use of the Premises as set forth in Section 5.1 of this Lease being unchanged; and (4) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security. Section 15.4. Additional Remedies and Waivers. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now or hereafter provided by law or in equity, and all such rights and remedies shall be cumulative (provided that no duplicate recovery of damages shall result therefrom). No action or inaction by Landlord shall constitute a waiver of a default or termination, and no waiver of default or termination shall be effective unless it is in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions or covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms, provisions and covenants herein contained. Section 15.5. Landlord’s Cure of Default. In addition to Landlord’s right of self-help set forth elsewhere in this Lease or as provided by law or in equity, if Tenant shall be in default hereunder, Landlord shall have the option, but not the obligation, upon three (3) days written notice to Tenant (except in the event of any dangerous condition or emergency, in which event no notice shall be required), to cure the act or failure constituting said default for the account of and at the expense of Tenant. Landlord’s cure of, or attempt to cure, any act or failure constituting the default by Tenant shall not result in a waiver or release of Tenant’s obligations under this Lease. Tenant agrees to pay Landlord Interest, in accordance with Section 21.12 below, on all sums expended by Landlord pursuant to this Section 15.5 from the date of such expenditure, and Tenant agrees to pay the costs incurred by Landlord pursuant to this Section 15.5, plus a charge of ten percent (10%) of such costs, to Landlord upon demand, as Additional Rent. Section 15.6. Landlord's Default and Tenant's Remedies. Landlord shall be in default if it fails to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord substantially and materially commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same as promptly as is commercially reasonable. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, including reasonable attorneys’ fees, but Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder, except as expressly provided hereunder. In no event, however, shall Landlord be liable for any consequential or punitive 23 damages. No waiver by Tenant of any violation or breach of any of the terms, provisions or covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms, provisions and covenants herein contained. ARTICLE XVI RIGHT OF ACCESS Landlord, its agents and employees may, upon twenty-four (24) hours prior notice when possible to Tenant (except in the event of an emergency, in which event no notice shall be required), enter upon the Premises for the purpose of: (a) inspecting the same; (b) performing any obligation of Landlord under this Lease; and (c) showing the Premises to prospective purchasers, lenders or lessees (but only in the last twelve (12) months of the Term). Landlord reserves the right to erect, use, maintain and repair pipes, conduits, plumbing, vents, ducts and wires in, to, under and through the Premises to the extent that Landlord deems necessary for the proper operation and maintenance of the Building. Landlord agrees to hold Tenant harmless from any damage or injury to person or property to the extent resulting from Landlord exercising its rights under this Article XVI. Landlord shall use reasonable efforts to avoid material interference with the operation of Tenant’s business within the Premises. Except in the event of an emergency, Landlord shall not enter the Premises without an employee of Tenant accompanying Landlord’s representative provided that Tenant makes an employee available following Landlord’s notice to Tenant of the necessity therefor. Provided that Landlord shall pursue any repairs and other obligations as provided above with reasonable diligence, there shall be no abatement in Rent because of any interruption of Tenant’s operations unless such interruption or suspension shall render the Premises substantially untenantable for a period in excess of three (3) consecutive business days, subject, in which event Tenant shall thereafter be entitled to an equitable abatement of Minimum Rent (unless such condition is the result of Force Majeure) until such time as the Premises are again tenantable. In the event that Landlord and Tenant are unable to agree as to the amount of any such equitable abatement, the same shall be determined by arbitration. ARTICLE XVII DELAYS If Landlord or Tenant is delayed or prevented from performing any of their respective obligations during the Term because of strikes, lockouts, labor troubles, acts of God, natural disasters, inability to procure materials, failure of power, governmental restrictions or reasons of a like nature not the fault of the party delayed in performing such obligation, then the period of such delays shall be deemed added to the time herein provided for the performance of any such obligation, and the defaulting party shall not be liable for losses or damages caused by such delays; provided, however, that this Article shall not apply to the payment of any sums of money required to be paid by Tenant hereunder or any obligation of Landlord or Tenant that can be satisfied by the payment of money, or affect Tenant’s right to terminate this Lease under Section 4.2 above. ARTICLE XVIII END OF TERM Section 18.1. Return of Premises. Upon the expiration or sooner termination of the Term, Tenant shall surrender to Landlord the Premises in accordance with the terms of this Lease and in a broom-clean condition, in good order, condition and repair, ordinary wear and tear excepted, and shall surrender to Landlord all keys to the Premises. Tenant shall furnish the landlord with a letter from a certified HVAC contractor stating that either i) all HVAC units are in good working order ii) some or all of the HVAC units are in need of repair and a detailed proposal for such repair or iii) some or all of the HVAC units are beyond their usable life and a proposal for replacement. In the event of either ii) or iii) Tenant is responsible for the work as stated by the letter. Subject to the provisions of Section 4.5 above, Tenant, at its expense, shall promptly remove all personal property of Tenant, repair all damage to the Premises caused by such removal and restore the Premises to the condition that existed prior to the installation of the property so removed. Any personal property of Tenant not removed within seven (7) days following the expiration or earlier termination of this Lease shall be deemed to have been abandoned by Tenant and shall, at Landlord’s option, become the property of Landlord, and may be retained or 24 disposed of by Landlord, as Landlord shall desire. Tenant’s obligation to observe or perform the covenants set forth in this Section shall survive the termination of this Lease. Section 18.2. Holding Over. If Tenant shall hold possession of the Premises after the expiration or termination of this Lease, at Landlord’s option (a) Tenant shall be deemed to be occupying the Premises as a tenant from day to day, at two hundred percent (200%) of the Minimum Rent following the lease expiration, and other charges in effect during the last Lease Year immediately preceding such holdover and otherwise subject to all of the terms, covenants and conditions of this Lease; or (b) Landlord may exercise any other remedies it has under this Lease or at law or in equity including an action for wrongfully holding over. No extension or renewal of this Lease shall be deemed to have occurred by any holding over. ARTICLE XIX COVENANT OF QUIET ENJOYMENT Landlord covenants that, so long as Tenant pays the rent and all other charges and performs all of its obligations provided for herein, Tenant shall at all times during the Term peaceably have, hold and enjoy the Premises, without any interruption or disturbance from Landlord or anyone lawfully or equitably claiming through or under Landlord, subject to the terms hereof. ARTICLE XX [INTENTIONALLY DELETED] ARTICLE XXI MISCELLANEOUS Section 21.1. Entire Agreement. This Lease contains the entire agreement between the parties hereto, and there are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this Lease or of any of the provisions hereof shall be valid or effective unless the same is in writing and signed by the parties hereto. No alleged or contended waiver of any of the provisions of this Lease shall be valid or effective unless in writing signed by the party against whom it is sought to be enforced. Section 21.2. Notices. All notices, requests, demands or other communications hereunder shall be in writing and deemed given (i) when delivered personally, or (ii) on the day deposited in the U.S. Mail, by registered or certified mail, return receipt requested, postage prepaid, or (iii) on the day deposited with a recognized overnight courier service (such as Federal Express), in all events addressed as follows (or to such other address which a party may from time to time hereafter designate by notice given in accordance with this Section 21.2): If to Landlord: NSHORE, LLC P.O. Box 357742 Gainesville, Florida 32635 Attention: Taraz N. Darabi with a copy to: Withers Harvey, P.A. 5538 NW 43rd Street, Suite B Gainesville, Florida 32653 Attention: Richard I. Withers or to such other addresses as Landlord shall designate by giving written notice thereof to Tenant. 25 If to Tenant: 170 Veracruz Drive, Unit 324 Ponte Vedra Beach, FL 32082 Attn: Marty Gilliam and Lanying Cai Tel. (904) 401-4086 Email. martygilliam@gmail.com; lanyingcai@icloud.com or to such other addresses as Tenant shall designate by giving written notice thereof to Landlord. The time to reply to any such notice, request, demand or other communication shall commence upon actual or deemed delivery, however. Refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 21.2 shall constitute delivery. Notices may be given by a party’s attorney or other authorized representative. Section 21.3. Governing Law. It is the intent of the parties hereto that all questions with respect to the construction of this Lease and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of the State of Florida, and that all disputes arising hereunder shall be heard and decided in the local jurisdiction where the Landlord’s office is located. Section 21.4. Successors. This Lease and all rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant, or more than one person or entity acting collectively as Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements contained herein. Any restriction on or requirement imposed upon Tenant hereunder shall be deemed to extend to Tenant’s guarantor, Tenant’s subleases, Tenant’s assignees and Tenant’s invitees, and it shall be Tenant’s obligation to cause the foregoing persons to comply with such restrictions or requirements. No rights, however, shall inure to the benefit of any assignee or other transferee of Tenant, and no rights or benefits shall be conferred upon any such assignee or transferee by reason of this Section 21.4, unless such rights or benefits shall be expressly otherwise set forth in this Lease. Section 21.5. Brokers. Each party represents and warrants that it has caused or incurred no claims for brokerage commissions or finder’s fees in connection with the execution of this Lease payable to any party, except as prior mentioned. Each party shall indemnify and hold the other harmless against and from all liabilities arising from any such claims caused or incurred by it (including without limitation, the cost of attorneys’ fees in connection therewith) other than fees payable to Brokers, which shall be paid by Landlord pursuant to a separate agreement between Brokers and Landlord. Section 21.6. Transfer by Landlord. Landlord hereunder shall have the right to freely assign this Lease without notice to or the consent of Tenant. Section 21.7. No Partnership. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be deemed to be a partner of Tenant or a joint venture with Tenant. Section 21.8. Waiver of Counterclaims. TENANT SHALL NOT IMPOSE ANY NON- COMPULSORY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY PROCEEDING OR OTHER ACTION BASED ON TERMINATION OR HOLDOVER, IT BEING THE INTENT OF THE PARTIES HERETO THAT TENANT BE STRICTLY LIMITED IN SUCH INSTANCE TO BRINGING A SEPARATE ACTION IN THE COURT OF APPROPRIATE JURISDICTION. THE FOREGOING WAIVER IS A MATERIAL INDUCEMENT TO LANDLORD MAKING, EXECUTING AND DELIVERING THIS LEASE, AND TENANT’S WAIVER OF ITS RIGHT TO COUNTERCLAIM IN ANY SUMMARY PROCEEDING OR OTHER ACTION BASED ON TERMINATION OR HOLDOVER IS DONE KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY. 26 Section 21.9. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. Section 21.10. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and shall be enforced to the fullest extent permitted by law. Section 21.11. No Waiver. No failure by Landlord to insist upon the strict performance of any term, covenant, agreement, provision, condition or limitation of this Lease to be kept, observed or performed by Tenant, and no failure by Landlord to exercise any right or remedy available upon a breach of any such term, covenant, agreement, provision, condition or limitation of this Lease, shall constitute a waiver of any such breach or of any such term, covenant, agreement, provision, condition or limitation of this Lease. Section 21.12. Interest. Any amount due from Tenant to Landlord which is not paid when due shall bear Interest from the date due until paid, unless otherwise specifically provided herein, but the payment of such Interest shall not excuse or cure any default by Tenant under this Lease. In no event shall any Interest calculated under this Lease be at a rate which is higher than the maximum rate which is allowed under the usury laws of the State, which maximum rate of interest shall be substituted for the rate in excess thereof, if any, computed pursuant to this provision. Section 21.13. Rules and Regulations. Tenant agrees to comply with the Rules and Regulations attached hereto as Exhibit B and observe all other reasonable and non-discriminatory rules and regulations established by Landlord from time to time. Tenant’s failure to keep and observe such rules and regulations shall constitute a default under this Lease. Landlord shall, to the extent commercially reasonable and practicable, apply the Rules and Regulations uniformly. Section 21.14. Financial Statements. On a quarterly basis, Tenant shall report sales and provide Landlord with financial statements. Tenant shall furnish Landlord financial statements outlining Tenant’s then- current financial condition as well as financial statements outlining the then-current financial condition of any guarantor of this Lease. In the event Tenant has multiple locations, the financial statements are both for the overall company and for this specific location’s operations. These reports shall be furnished to the Landlord within ten (10) days after Landlord’s request therefor. Landlord shall maintain all financial information provided in a confidential manner. Section 21.15. General Rules of Construction. (a) This Lease may be executed in several counterparts, and the counterparts shall constitute one and the same instrument; (b) Landlord may act under this Lease by its attorney or agent; (c) wherever a requirement is imposed on Tenant hereunder, Tenant shall be required to perform such requirement at its sole cost and expense unless it is specifically otherwise provided herein; (d) (i) wherever appropriate herein, the singular includes the plural and the plural includes the singular; (ii) whenever the word “including” is used herein without further explanation, it shall be deemed to mean “including, without limitation”; and (iii) the words “re-enter” and “re-entry” as used herein shall not be restricted to their technical legal meaning; (e) anything in this Lease to the contrary notwithstanding: (i) any provision hereof which permits or requires a party to take any particular action shall be deemed to permit or require, as the case may be, such party to cause such action to be taken; and (ii) any provision hereof which requires any party not to take any particular action shall be deemed to require such party to prevent such action to be taken by any person or by operation of law. 27 Section 21.16. Recording. Neither this Lease nor any memorandum hereof may be recorded without the express written consent of Landlord. Section 21.17. Effective Date. For all purposes hereof, the “Effective Date” of this Lease shall be the date upon which this Lease shall have been executed by both parties and delivered by Landlord to Tenant or its attorney, which date shall be inserted in the introductory paragraph on page 1 of this Lease. Prior to the Effective Date, neither this Lease nor anything hereunder contained shall be legally binding on either Landlord or Tenant, and the submission of this Lease by Landlord to Tenant prior to such Effective Date for examination or consideration by Tenant or discussion between Landlord and Tenant shall not constitute a reservation of or option for the Premises or create any legal obligation or liability whatsoever on Landlord. Section 21.18. Headings. The captions, section numbers, article numbers and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. Section 21.19. Tenant Liability. If two or more individuals, corporations, partnerships or other persons (or any combination of two or more thereof) shall sign this Lease as Tenant, the liability of each such individual, corporation, partnership or other persons to pay rent and perform all other obligations hereunder shall be deemed to be joint and several, and all notices, payments and agreements given or made by, with or to any one of such individuals, corporations, partnerships or other persons shall be deemed to have been given or made by, with or to all of them. Section 21.20. Other Tenants. Except as specifically set forth herein, Landlord reserves the absolute right to effect tenancies in the Project and the Building as Landlord shall determine in the exercise of its sole business judgment. Section 21.21. Due Authorization. If Tenant is a corporation, a limited liability company or a partnership, the person(s) executing this Lease on behalf of Tenant hereby covenants and warrants that: Tenant is a duly formed corporation or a duly formed limited liability company or a duly created partnership (as the case may be) in good standing, qualified to do business in the state in which the Building are located; such persons are duly authorized by such corporation or limited liability company or partnership to execute and deliver this Lease on behalf of such corporation, limited liability company or partnership; and this Lease constitutes a valid and binding agreement of Tenant in accordance with the terms hereof. In connection with this Section 21.21, Tenant agrees to execute and deliver to Landlord upon written request by Landlord or Landlord’s mortgagee, authorizing resolutions or written consent authorizing Tenant to enter into this Lease and any amendments or modifications of the Lease. Section 21.22. Confidentiality. It is agreed and understood that Tenant may acknowledge only the existence of this Lease by and between Landlord and Tenant, and that Tenant may not disclose any of the terms and provisions contained in this Lease to any other tenant or occupant in the Building or to any agent, employee, subtenant or assignee of such tenant or occupant. Tenant acknowledges that any breach by Tenant of the agreements set forth in this Section 21.22 shall cause Landlord irreparable harm. The terms and provisions of this Section 21.22 shall survive the termination of this Lease (whether by lapse of time or otherwise). Section 21.23. Attorneys’ Fees. In the event of employment of an attorney by the Landlord for the collection of any amount due hereunder, or for the institution of any suit for possession of the Demised Premises or to attempt to prevent any default by Tenant hereunder or to pursue for Landlord any remedy as a result of a default, anticipated default, or threatened default by Tenant hereunder or on account of bankruptcy proceedings by or against Tenant or legal process being issued against the furniture and effects of the Tenant, located upon the demised premises, or the leasehold interest of the Tenant, the Tenant agrees to pay the Landlord’s attorney fee so incurred, which fee shall be a part of the debt evidenced and secured by this Lease. In order the further secure the prompt payment of said rent, when the same matures, and the faithful performance by the Tenant of all and singular the terms, conditions and covenants on the part of the Tenant herein contained, all damages and 28 costs the Landlord may sustain by reason of the violation of said terms, conditions and covenants, or any of them, the Tenant does hereby waive any and all right to claim personal property as exempt from levy and sale under the Constitution and laws of the United States, or any State. Tenant further waives any and all right it may have under the Constitution and laws of the United States, or any State of these United States to a pre-attachment hearing in the event that the Landlord, upon the breach of any term or condition hereof by Tenant, seeks to enforce its rights hereunder or seeks to perfect any Landlord’s lien afforded the Landlord under the statues and ordinances of the State provided that such lien enforcement is attempted through writ obtained from a Court of competent jurisdiction. Additionally, should Tenant seek any amendment to or modification of this Lease or seek to have Landlord waive or forebear any of its rights hereunder, Tenant agrees to pay the attorney’s fees incurred by Landlord in pursuing such amendment, modification or request. Section 21.24. Waiver of Redemption by Tenant. TENANT HEREBY WAIVES FOR TENANT AND FOR ALL THOSE CLAIMING UNDER TENANT ALL RIGHT NOW OR HEREAFTER EXISTING TO REDEEM BY ORDER OR JUDGMENT OF ANY COURT OR BY ANY LEGAL PROCESS OR WRIT, TENANT’S RIGHT OF OCCUPANCY OF THE PREMISES AFTER ANY TERMINATION OF THIS LEASE. Section 21.25. Non-Discrimination. Tenant herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, creed, national origin, ancestry, handicap, age, marital status, or sex in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the Premises, nor shall Tenant for itself, or for any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number or occupancy of tenants, leases, subleases, subtenants, or vendors in the Premises. Section 21.26. Relocation of Tenant. Landlord shall have the right, at any time upon thirty (30) days notice to Tenant, to relocate Tenant into other space within the Shopping Center. Upon such relocation, such new space shall be deemed the Demised Premises and the prior space originally demised shall in all respects be released from the effect of this Lease. If the Landlord elects to relocate the Tenant as above described, (i) the new Demised Premises shall contain approximately the same usable area than the original Demised Premises within five percent (5%) +/-, (ii) the Landlord shall improve the new Demised Premises, at Landlord’s sole cost, substantially similar to the standards of the original Demised Premises, (iii) the Landlord shall pay the reasonable costs of moving Tenant’s trade fixtures and furnishing from the original Demised Premises to the new Demised Premises, (iv) as total compensation for all other costs, expenses and damages which Tenant may suffer in connection with the relocation, including but not limited to, lost profit or business interruption, no Minimum Rent shall be due or payable for the first full calendar month of Tenant’s occupancy of the new Demised Premises, and Landlord shall not be liable for any further indirect or special expenses of Tenant resulting from the relocation, (v) Minimum Rent, Tenant’s proportionate share of Operating Expenses, and all other charges hereunder shall be adjusted for variation in the square footage of the new Demised Premises, and (vi) all other terms of this Lease shall apply to the new Demised Premises, except as otherwise provided in this paragraph. Tenant shall cooperate with Landlord, in all reasonable ways, to facilitate the relocation and building of the new Demised Premises in a cost effective manner, and permit the necessary action to make changes. If Landlord cannot provide similar-sized space within the Shopping Center, or if Tenant fails to fully cooperate with Landlord, Landlord shall have the right to terminate this lease as of the date that is sixty (60) days after delivery of notice of termination to Tenant. From and after the date of such a termination, neither Landlord nor Tenant will have any obligations under the Lease, except those obligations that, by their nature or pursuant to the terms of the Lease, would otherwise survive beyond the expiration of termination of the Lease. Section 21.27. Telecommunications Equipment/Early Access. Tenant shall be entitled to install its telecommunications cabling, electrical wiring and related equipment subject to Landlord’s advance written approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall remove such cabling, wiring and equipment upon the expiration or earlier termination of this Lease in accordance with Section 18.1 herein. 29 Notwithstanding the foregoing, in the four (4) week period of time prior to the anticipated substantial completion of Landlord’s Work and delivery of the Premises to Tenant, Tenant shall be permitted to enter the Premises other than to occupy the same for the purposes of measuring, installing cabling and otherwise preparing the Premises for the occupancy of the Premises by Tenant, and while Tenant is on the Premises, Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent. Section 21.28 Landlord’s Right to Interrupt Utilities . When necessary by reason of accident or other cause occurring in the Premises or elsewhere in the Project, or in order to make any repairs or alterations or additions or improvements in or relating to the Premises or to other portions of the Project, Landlord reserves the right to enter the Premises, to interrupt the supply to the Premises or to the Common Areas, of steam, electricity, water, gas, and other utilities, if any, and also to suspend the operation of the heating or air- conditioning systems in or to the Premises or any other portion of the Project, until said repairs, alterations, additions or improvements shall have been completed. Provided that Landlord shall pursue such work with reasonable diligence, there shall be no abatement in Rent because of any such interruption or suspension unless such interruption or suspension shall render the Premises substantially untenantable for a period in excess of three (3) consecutive business days in which event Tenant shall thereafter be entitled to an equitable abatement of Minimum Rent until such time as the Premises are again tenantable. In the event Landlord and Tenant are unable to agree as to the amount of any such equitable abatement, the same shall be determined by arbitration. In the event that such interruption or suspension shall render the Premises substantially untenantable for a continuous period in excess of ninety (90) days, Tenant shall be permitted to terminate this Lease effective immediately upon written notice to Landlord; provided, however, that in the event Landlord cures the interruption or suspension on or before the receipt of Tenant’s termination notice, such termination notice shall be negated and the terms and conditions of this Lease shall continue in full force and effect. If Tenant elects to terminate this Lease, then this Lease shall be null and void and of no further force or effect, and Landlord shall return to Tenant any prepaid rent and/or Security Deposit hereunder. Section 21.29. Liability of Landlord. NEITHER LANDLORD, ANY PERSONS OR ENTITIES COMPRISING LANDLORD, NOR ANY SUCCESSOR-IN-INTEREST TO LANDLORD (OR TO SUCH PERSONS OR ENTITIES) SHALL HAVE ANY PERSONAL LIABILITY FOR ANY FAILURE BY LANDLORD TO PERFORM ANY TERM, COVENANT OR CONDITION OF THIS LEASE. IF LANDLORD SHALL FAIL TO PERFORM ANY COVENANT, TERM OR CONDITION OF THIS LEASE UPON LANDLORD’S PART TO BE PERFORMED, AND IF AS A CONSEQUENCE OF SUCH DEFAULT TENANT SHALL RECOVER A MONEY JUDGMENT AGAINST LANDLORD, SUCH JUDGMENT SHALL BE SATISFIED ONLY OUT OF THE PROCEEDS OF SALE RECEIVED UPON EXECUTION OF SUCH JUDGMENT AND LEVIED THEREON AGAINST THE RIGHT, TITLE AND INTEREST OF LANDLORD IN THE BUILDING AND OUT OF RENTS OR OTHER INCOME FROM SUCH PROPERTY RECEIVABLE BY LANDLORD, OR OUT OF THE CONSIDERATION RECEIVED BY LANDLORD FROM THE SALE OR OTHER DISPOSITION OF ALL OR ANY PART OF LANDLORD’S RIGHT, TITLE AND INTEREST IN THE BUILDING, SUBJECT, NEVERTHELESS, TO THE RIGHTS OF LANDLORD’S MORTGAGEE, AND NEITHER LANDLORD NOR ANY OF THE PERSONS OR ENTITIES COMPRISING LANDLORD SHALL BE LIABLE FOR ANY DEFICIENCY. THE FOREGOING LIMITATION OF LIABILITY SHALL BE NOTED IN ANY JUDGMENT SECURED AGAINST LANDLORD. THE LIMITATIONS OF TENANT’S RIGHT OF RECOVERY AGAINST LANDLORD AND ANY LANDLORD RELATED PARTIES SET FORTH IN THIS SECTION 21.29 SHALL SURVIVE THE EXPIRATION OF THE TERM (WHETHER BY LAPSE OF TIME OR OTHERWISE). Section 21.30. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in Building in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 30 Section 21.31. Non-Responsibility for Certain Liens. Pursuant to Section 713.10, Florida Statutes, as same may be amended or replaced from time to time, Landlord’s interest as herein described shall not be subject to liens for improvements made by Tenant or any subtenant, and upon request of Landlord, Tenant shall join in a Notice of Non-Responsibility attesting to such fact. Section 21.32. Landlord Representations. Landlord hereby represents and warrants to Tenant as follows: (a) Landlord is the sole owner of the Building, and owns a fee simple interest therein; (b) as of the Effective Date, to the best of Landlord’s knowledge, with no duty of inquiry, neither the Premises, the Building, nor the property on which the Building is located are in violation of any Environmental Requirements of which Landlord has notice that have not been cured; and (c) as of the Effective Date, there is no action, suit or proceeding pending or, to the best of Landlord’s knowledge, with no duty of inquiry, threatened against or affecting the Building, or arising out of the ownership, management or operation of the Building, which could impair Landlord’s ability to observe the terms and conditions of this Lease. Section 21.33. Radius Restriction. Neither Tenant, nor any affiliate of Tenant will operate a business substantially similar to the Tenant’s Use within three (3) miles of the Shopping Center. [SIGNATURES COMMENCE ON FOLLOWING PAGE] 31 IN WITNESS WHEREOF, Landlord and Tenant have signed this Lease as of the day and year first above written. Witnesses: Print Name: Print Name: LANDLORD: NSHORE, LLC, a Florida limited liability company By: __________________________ Name: Taraz N. Darabi Title: Manager STATE OF FLORIDA § § COUNTY OF ALACHUA § This instrument was ACKNOWLEDGED before me by means of (__) physical presence or (__) online notarization, this ___ day of ____________, 20___, by TARAZ N. DARABI, as the Manager of NSHORE, LLC, a Florida limited liability company on behalf of said Florida limited liability company, who is personally known to me or produced a _______________________ driver's license as identification. [ S E A L ] Notary Public, State of Florida My Commission Expires: ______________________ (Printed Name of Notary Public) 32 Witnesses: Print Name: Print Name: TENANT: OCEAN MASSAGE LLC, A FLORIDA LIMITED LIABILITY COMPANY By: __________________________ Name: ____________________ Title: ____________________ STATE OF _____________ § § COUNTY OF ___________ § This instrument was ACKNOWLEDGED before me by means of (__) physical presence or (__) online notarization, this ___ day of ____________, 20___, by ________________________, as _______________________ of, OCEAN MASSAGE LLC, A FLORIDA LIMITED LIABILITY COMPANY, on behalf of said Florida limited liability company, who is personally known to me or produced a _______________________ driver's license as identification. [ S E A L ] Notary Public, State of ____________ My Commission Expires: ______________________ (Printed Name of Notary Public) 33 GUARANTY OF LEASE This GUARANTY OF LEASE (“Guaranty”) is attached to and made a part of that certain Lease Agreement dated _______________, 20__ (“Lease”), between NSHORE, LLC, or its successor(s), assignee(s) and/or designee(s) (“Landlord”) and OCEAN MASSAGE LLC, A FLORID A LIMITED LIABILITY COMPANY (“Tenant”), covering the certain premises (“Premises”) in the shopping center project known as The Shoppes of Northshore, located in Atlantic Beach, Florida. The terms used in this Guaranty shall have the same definitions as set forth in the Lease. The provisions of this Guaranty shall supersede any inconsistent or conflicting provisions of the Lease. 1. Guaranty. As an essential inducement to the granting of the Lease from Landlord to Tenant, and its successors and assigns the undersigned (“Guarantor”) hereby guarantees unconditionally to Landlord the timely payment and performance of all rent, charges, and obligations of Tenant under the Lease (as such terms are defined under the Lease) and all other documents evidencing or securing the obligations under such Lease, including, without limitation, the obligation to pay all Basic Rental and additional rental, and all taxes and other charges levied under the Lease and all maintenance and indemnity obligations thereunder (collectively, the “Guaranteed Obligations”). Guarantor acknowledges, covenants and agrees that this Guaranty shall survive the termination of the Lease and shall continue in full force and effect with respect to any of Tenant’s obligations under the Lease which are not performed upon and which survive the termination of the Lease. 2. Rights of Landlord. Guarantor authorizes Landlord to take and hold any security for the Guaranteed Obligations, and to accept additional or substituted security, to subordinate, compromise or release any security, to release Tenant of its liability for all or any part of the Guaranteed Obligations, to participate in any settlement offered by Tenant or any guarantor, whether in liquidation, reorganization, receivership, bankruptcy or otherwise, to release, substitute or add any one or more guarantors or endorses, and to assign this Guaranty in whole or in part. Landlord may take any of the foregoing actions upon any terms and conditions as Landlord may elect, without giving notice to Guarantor or obtaining the consent of Guarantor and without affecting the liability of Guarantor to Landlord. 3. Independent Obligations. Guarantor’s obligations under this Guaranty are independent of those of Tenant or of any other guarantor. Landlord may bring a separate action against Guarantor without first proceeding against Tenant or any other person or any security held by Landlord and without pursuing any other remedy. Landlord’s rights under this Guaranty shall not be exhausted by any action of Landlord until all of the Guaranteed Obligations have been fully performed. 4. Waiver of Defenses. Guarantor waives: a. any right to require Landlord to proceed against Tenant or any other person or any security now or hereafter held by Landlord or to pursue any other remedy whatsoever; b. any defense based upon any legal disability of Tenant or any guarantor, or any discharge or limitation of the liability of Tenant or any guarantor to Landlord, or any restraint or stay applicable to actions against Tenant or any other guarantor, whether such disability, discharge, limitation, restraint or stay is consensual, or by order of a court or other governmental authority, or arising by operation of law or any liquidation, reorganization, receivership, bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; c. presentment, demand, protest or notice of any kind; d. any defense based upon the modification, renewal, extension or other alteration of the Guaranteed Obligations agreed to by Tenant, or of the documents executed in connection therewith; 34 e. any defense based upon the negligence of Landlord, including, without limitation, the failure to record an interest under a lease, sublease, or deed of trust, the failure to perfect any security interest, or the failure to file a claim in any bankruptcy of the Tenant or any guarantor; f. any defense based upon a statute of limitations to the fullest extent permitted by law and any defense based upon Landlord’s delay in enforcing this Guaranty; g. all rights of subrogation, reimbursement, indemnity, all rights to enforce any remedy that Landlord may have against Tenant, and all rights to participate in any security held by Landlord for the Guaranteed Obligations, until the Guaranteed Obligations have been performed in full, and any defense based upon the impairment of any subrogation, reimbursement or indemnity rights that Guarantor might have; h. any defense based upon or arising out of any defense which Tenant may have to the performance of any part of the Guaranteed Obligations, other than the defense of prior material breach by Landlord of any of its dependent covenants thereto; i. any defense based upon the death, incapacity, lack of authority or termination of existence or revocation hereof by any person or entity or persons or entities, or the substitution of any party hereto; j. any defense to recovery by Landlord of a deficiency after non-judicial sale of real or personal property, any defense based upon the unavailability to Landlord of recovery of a deficiency judgment after non-judicial sale of real or personal property, and any defense based upon any applicable law; k. any defense based upon or related to Guarantor’s lack of knowledge as to Tenant’s financial condition; l. any and all rights to revoke this Guaranty in whole or in part. 5. Tenant’s Financial Condition. Guarantor is relying upon its own knowledge and is fully informed with respect to Tenant’s financial condition. Guarantor assumes full responsibility for keeping fully informed of the financial condition of Tenant and all other circumstances affecting Tenant’s ability to perform its obligations to Landlord, and agrees that Landlord will have no duty to report to Guarantor any information which Landlord receives about Tenant’s financial condition or any circumstances bearing on Tenant’s ability to perform. 6. Impairment of Subrogation Rights. Upon a default of Tenant, Landlord may elect to foreclose non-judicially or judicially against any real or personal property security it holds for the Guaranteed Obligations or any part thereof, or exercise any other remedy against Tenant or any security. No such action by Landlord will release or limit the liability of Guarantor, even if the effect of that action is to deprive Guarantor of the right or ability to collect reimbursement from or assert subrogation, indemnity or contribution rights against Tenant or any other guarantor for any sums paid to Landlord, or to obtain reimbursement by means of any security held by Landlord for the guaranteed obligations. 7. Default. Each of the following shall constitute a default of Guarantor under this Guaranty: a. the failure of Guarantor to perform any of its obligations under this Guaranty; b. the commencement of any bankruptcy, insolvency, arrangement, reorganization, or other debtor-relief proceeding under any federal or state law by Tenant or Guarantor, whether now existing or hereafter enacted; or 35 c. the occurrence of a default by Tenant under the Lease or the failure of any representation or warranty contained herein or in the Lease to be accurate and complete. Upon an occurrence of a default under this Guaranty as specified above, Landlord may, at its option, without notice or demand upon Guarantor or Tenant, declare the Guaranteed Obligations (or such portion thereof as may be designated by Landlord) immediately due and payable by Guarantor to Landlord. 8. Costs and Expenses. Guarantor agrees to pay Landlord’s reasonable out-of-pocket costs and expenses, including but not limited to legal fees and disbursements, incurred in any effort to collect or enforce any of the Guaranteed Obligations or this Guaranty, whether or not any lawsuit is filed, and in the representation of Landlord in any insolvency, bankruptcy, reorganization or similar proceeding relating to Tenant or Guarantor. Until paid to Landlord, such sums will bear interest from the date such costs and expenses are incurred at the rate set forth in the Lease for past due obligations. 9. Reinstatement. The liability of Guarantor hereunder shall be reinstated and revived, and the rights of Landlord shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which Landlord shall thereafter be required to restore or return in connection with the bankruptcy, insolvency or reorganization of Tenant or otherwise, all as though such amount had not been paid. 10. Subordination. Any indebtedness of Tenant to Guarantor now or hereafter existing shall be, and such indebtedness hereby is, deferred, postponed and subordinated to payment and performance of the Guaranteed Obligations. Any payment made to Guarantor by Tenant or any third party with respect to the indebtedness subordinated hereunder while any Guaranteed Obligations remain outstanding shall be held in trust by Guarantor for the benefit of Landlord and shall be turned over to Landlord immediately upon receipt thereof. Any lien, charge or claim which Guarantor now has or hereafter may have on or to any real or personal property of Tenant, including without limitation, any real property subject of the Lease, the personal property located thereon, any rights therein and related thereto, and the revenue and/or income realized therefrom, and security for any loans, advances or other indebtedness of Tenant to Guarantor shall be, and any such lien, claim or charge hereby is, subordinated to the payment and performance of the Guaranteed Obligations. 11. Representations and Warranties. Guarantor, and each of them individually, makes the following representations and warranties, which shall be deemed to be continuing representations and warranties until payment and performance in full of the Guaranteed Obligations: a. Guarantor has all the requisite power and authority to execute, deliver and be legally bound by this Guaranty on the terms and conditions herein stated; b. Guarantor has all the requisite power and authority to transact any other business with Landlord as necessary to fulfill the terms of this Guaranty; c. This Guaranty constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms; d. Neither the execution and delivery of this Guaranty nor the consummation of the transaction contemplated hereby will, with or without notice and/or lapse of time, constitute a breach of any of the terms and provisions of any note, contract, document, agreement or undertaking, whether written or oral, to which Guarantor is a party or to which Guarantor’s property is subject, accelerate or constitute any event entitling the holder of any indebtedness of Guarantor to accelerate the maturity of any such indebtedness, conflict with or result in a breach of any writ, order, injunction or decree against Guarantor of any court or governmental agency or instrumentality, or conflict with or be prohibited by any federal, state, local or other governmental law, statute, rule or regulation; 36 e. No consent of any other person not heretofore obtained and no consent, approval or authorization of any person or entity is required in connection with the valid execution, delivery or performance by Guarantor of this Guaranty; and f. Neither this Guaranty nor any other statement furnished by Guarantor to Landlord in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained herein or therein true and not misleading. 12. Joint and Several Liability. The obligations, promises, representations and warranties set forth herein shall be the joint and several undertakings of each of the persons executing this Guaranty as a Guarantor. Landlord may proceed hereunder against any one or more of said persons without waiving its rights to proceed against any of the others. 13. Inducement. Guarantor acknowledges that the undertaking given hereunder is given in consideration of Landlord’s entering into the Lease and that Landlord would not consummate the Lease but for the execution and delivery of this Guaranty. 14. Waiver of Jury Trial; Submission to Jurisdiction. As a further inducement to Landlord to enter into the Lease and as additional consideration to Landlord therefor, Guarantor hereby agrees (and by accepting this Guaranty, Landlord shall be deemed to have agreed) that in any action or proceeding brought by either Landlord or the Guarantor against the other on any matters whatsoever arising out of, under, or by virtue of the terms of the within Lease or of this Guaranty, that Landlord and Guarantor shall and do hereby [i] waive trial by jury and [ii] submit to the jurisdiction of the Circuit Court in and for Alachua County, Florida, 15. Miscellaneous. No provision of this Guaranty or Landlord’s rights hereunder may be waived or modified nor can Guarantor be released from its obligations hereunder except by a writing executed by Landlord. No such waiver shall be applicable except in the specific instance for which given. No delay or failure by Landlord to exercise any right or remedy against Tenant or Guarantor will be construed as a waiver of that right or remedy. All remedies of Landlord against Tenant and Guarantor are cumulative. The invalidity or unenforceability of any one or more provisions of this Guaranty will not affect the validity or enforceability of any other provision. This Guaranty shall be governed by and construed under the laws of the State of Florida. The provisions of this Guaranty will bind and benefit the heirs, executors, administrators, legal representatives, successors and assigns of Guarantor and Landlord. The term “Tenant” will mean both the named Tenant and any other person or entity at any time assuming or otherwise becoming primarily liable for all or any part of the Guaranteed Obligations. The term “Landlord” will mean both the Landlord named herein and any future owner or holder of the Lease, or any interest therein. This Guaranty constitutes the entire agreement between Guarantor and Landlord with respect to its subject matter, and supersedes all prior or contemporaneous agreements, representations and understandings. All headings in this Guaranty are for convenience only and shall be disregarded in construing the substantive provisions of this Guaranty. [SIGNATURES ON FOLLOWING PAGE.] 37 IN WITNESS WHEREOF, this Guaranty is executed the ___ day of ___________, 20__. WITNESS: ___________________________ Print Name: ___________________________ WITNESS: ___________________________ Print Name: ___________________________ GUARANTOR: , LANYING CAI ADDRESS OF GUARANTOR: 170 Veracruz Drive, Unit 324 Ponte Vedra Beach, FL 32082 STATE OF _____________ § § COUNTY OF ___________ § This GUARANTY OR LEASE was ACKNOWLEDGED before me by means of (__) physical presence or (__) online notarization on ________________, 20__, by LANYING CAI, who is personally known to me or produced a _______________________ driver's license as identification. [ S E A L ] Notary Public, State of My Commission Expires: ______________________ (Printed Name of Notary Public) 38 IN WITNESS WHEREOF, this Guaranty is executed the ___ day of ___________, 20__. WITNESS: ___________________________ Print Name: ___________________________ WITNESS: ___________________________ Print Name: ___________________________ GUARANTOR: , MARTY GILLIAM ADDRESS OF GUARANTOR: ________________ ________________ STATE OF _____________ § § COUNTY OF ___________ § This GUARANTY OR LEASE was ACKNOWLEDGED before me by means of (__) physical presence or (__) online notarization on ________________, 20__, by MARTY GILLIAM, who is personally known to me or produced a _______________________ driver's license as identification. [ S E A L ] Notary Public, State of My Commission Expires: ______________________ (Printed Name of Notary Public) EXHIBIT A – Page 1 EXHIBIT A SURVEY ---r·~~ \ \ \ \ \ --t __ ;,t:.' \"''ss:1::;1 \ \4.00 \ \ \ \ \ ___ _j _______ _ EXHIBIT B – Page 1 EXHIBIT B RULES AND REGULATIONS Tenant expressly covenants and agrees, at all times during the Term, and at such other times as Tenant occupies the Premises or any part thereof, to comply, at its own cost and expense, with the following: Landlord shall enforce all rules and regulations in a non-discriminatory manner among all tenants within the Building. 1. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building shall not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, and stairways are not for the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Building except such roof or portion thereof as may be contiguous to the Premises of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden area. 2. No hand trucks, construction personnel, or construction equipment shall be permitted in the Building or carried through the Building entrances and exits except between the hours of 6:15 pm and 7:45 am. The persons employed to move equipment in or out of the Building must be acceptable to Landlord. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building and the hours of delivery. Heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight and only during the hours listed above. Landlord will not be responsible for loss of or damage to any such property from any cause and all damage done to the Building by moving or maintaining such property shall be repaired at the expense of Tenant. 3. Tenant shall not (i) suffer, allow or permit any vibration, noise, odor or flashing or bright light to emanate from the Premises or from any machine or other installation located therein, or otherwise suffer, allow or permit the same to constitute a nuisance to or interfere with the safety, comfort or convenience of Landlord or of any other occupant or user of the Building; (ii) display, paint, or place any handbills, bumper stickers or other advertising devices on any vehicle(s) parked in the parking area(s) of the Project or the parking deck, whether belonging to Tenant, its employee(s), or any other person(s); (iii) solicit business or distribute any handbills or other advertising materials in the common areas of the Project; (iv) conduct or permit any activities on or about the Building that constitute a public or private nuisance; (v) permit the parking of any vehicles or the placement of any displays, trash receptacles or other items, so as to interfere with the use of any driveway, fire lane, corridor, walkway, parking area, mall or any other common areas of the Project; (vi) use or occupy the Premises or permit anything to be done therein which in any manner might cause injury or damage in or about the Project; or (vii) use or occupy the Premises in any manner which is unreasonably annoying to other tenants in the Project unless directly occasioned by the proper conduct of Tenant's business in the Premises. 4. Tenant shall secure and protect the Premises, and all property located within the Premises. Tenant acknowledges and agrees that it, and not Landlord, is solely responsible for securing and protecting the Premises, and all property located within the Premises. 5. Tenant shall use the plumbing within the Premises and the Building only for the purpose for which it is designed. Tenant shall be solely responsible for any breakage, stoppage or damage resulting from its violation of this provision, and shall pay any costs associated therewith to Landlord upon demand as Additional Rent. EXHIBIT B – Page 2 6. Smoking is prohibited in all areas of the Project except where expressly permitted by Landlord, if any. Landlord reserves the right to relocate or eliminate any such areas where smoking is permitted, at any time. Smoking within and immediately outside the Building is strictly prohibited. 7. If Tenant undertakes any construction activities which cause any work stoppage, picketing, labor disruption or dispute, so as to interfere with activities at the Project or Building, Tenant shall, upon request from Landlord, immediately suspend any construction work being performed in the Premises giving rise to such labor problems. Tenant shall have no claim for damages of any nature against Landlord for such suspension nor shall the Commencement Date be extended as a result thereof. 8. Tenant shall promptly obtain all permits, including occupancy permits, for the Premises or its use thereof. Tenant shall pay before delinquency all license and permit fees, and other charges of a similar nature, for the conduct of any business in, or any use of, the Premises. Upon request Tenant shall provide to Landlord a copy of all its permits, including the certificate of occupancy. 9. Tenant shall not place a load on any floor in the Building which exceeds the load which the floor was designed to carry, or which may result in improper weight distribution on such floors. 10. Tenant shall not install, operate or maintain in the Premises, or in any other area of the Building, electrical equipment which does not bear the Underwriters Laboratories seal of approval, or which would overload the electrical system or any part thereof beyond its capacity for proper, efficient and safe operation. 11. Tenant shall not store, display, sell, or distribute any alcoholic beverages, dangerous materials, flammable materials, explosives, or weapons in the Premises, or conduct any unsafe activities therein, unless permitted pursuant to the Permitted Use, but may offer alcoholic beverages at employee social events and client events. 12. No radio or television aerial, HVAC unit or other equipment or device may be erected by Tenant on the roof or on any exterior wall of the Premises, or the Building in which the Premises is located, without Landlord's prior written consent. Any aerial or other equipment installed without such written consent shall be subject to removal by Landlord, at Tenant's sole risk and expense, without notice. Notwithstanding any contrary provision of this Lease, Tenant shall have no right to access the roof of the Premises or of the Building in which the Premises is located for any reason (including, without limitation, repair and maintenance obligations, installation and/or repair of communications systems, etc.) without the prior written consent of Landlord, which consent shall be conditioned upon, but not limited to (a) the prior approval by Landlord of Tenant’s plans for the installation, repair or maintenance of any equipment; (b) Tenant utilization of a contractor designated or approved by Landlord for all roof penetrations and access so as not to void any existing roof warranties; (c) Tenant maintenance of the area where roof penetrations or installations are made while Tenant’s equipment is present; (d) insuring the structural soundness of the roof; (e) the repair by Tenant of any damage to the roof caused by the making of roof penetrations or equipment installation, maintenance or repair, including, but not limited to, the repair of the roof penetrations upon the removal of any equipment installed thereon; (f) the coordination of the time and method of roof access, (g) the accompaniment by Landlord’s designated representative for such roof access. 13. Except as may be expressly permitted under the Lease, Tenant shall not affix or maintain upon the glass panes and supports of the show windows, entrance ways, doors, exterior walls or roof of the Premises any signs, advertising placards, names, insignia, trademarks, descriptive material or any other such like item or items except those which shall have first received the written approval of Landlord as to size, color, type, location, duration, copy, nature and display qualities. Tenant shall not affix, tape, place or maintain within the interior of the Premises any paper signs, cardboard signs, advertising placards, descriptive material or other such item or items that can be seen from the exterior of the Building, except those which shall have first received the written approval of Landlord as to form, size, type, color, location, duration, copy, nature and display qualities. Tenant shall not install or maintain any flashing, revolving, travelling, fiber optic or other lighting deemed EXHIBIT B – Page 3 distractive by Landlord anywhere within or upon the Premises. Landlord may, at Tenant's cost, remove any item erected in violation of this subsection. 14. The Premises shall not be used for housing, lodging or sleeping purposes or for any immoral or illegal purposes. 15. Tenant shall not place any furniture, accessories or other materials on any balconies located within or adjacent to the Premises without having obtained Landlord's express written approval thereof in each instance. 16. No sunscreen or other films shall be applied to the interior surface of any window glass. All glass, locks and trimmings in or upon the doors and windows of the Premises shall be kept whole, and when any part thereof shall be broken, the same shall be immediately replaced or repaired and put in order at Tenant's expense under the direction and to the satisfaction of Landlord, and shall be left whole and in good repair. 17. Open fires of any type are hereby prohibited. 18. The listing of the aforementioned items is not intended to be exclusive, but rather to indicate part of the scope and nature of the types of rules and regulations Landlord may impose. Landlord reserves the right, in its reasonable discretion and from time to time, to amend, alter, add and subtract from these rules and to make specific exceptions thereto. The Rules and Regulations set forth herein are intended to supplement the provisions of the Lease; in the event that any of the provisions of the Rules and Regulations conflict with the provisions of the Lease, the provisions of the Lease shall govern. EXHIBIT C - Page 1 EXHIBIT C COMMENCEMENT AND EXPIRATION DATE DECLARATION THIS COMMENCEMENT AND EXPIRATION DATE DECLARATION, made this _____ day of _____________, 20__, by and between NSHORE, LLC, a Florida limited liability company (herein “Landlord”), and OCEAN MASSAGE LLC, A FLORIDA LIMITED LIABILITY COMPANY (herein “Tenant”). W I T N E S S E T H: WHEREAS, Landlord and Tenant have entered into that certain lease dated _____________, 20__ (the “Lease”), for certain property located at 363 Atlantic Blvd, in Atlantic Beach, Duval County, Florida; and WHEREAS, Landlord and Tenant wish to set forth their agreements as to the commencement of the Term of the Lease. NOW, THEREFORE, Landlord and Tenant agree as follows (all capitalized terms shall have the same meanings herein as are attributed to such terms in the Lease): 1. The Term of the Lease commenced on December 1, 2020. 2. The initial term of the Lease shall expire on March 31, 2026. 3. Tenant has One (1) options of Five (5) years each as described in the lease. 4. The Commencement Date for purposes of paying rent under the Lease is April 1, 2021. 5. As of the Commencement Date, Rentable Area of the Premises: 837 square feet. 6. Rentable Area of the Building: 17,190 square feet EXHIBIT C - Page 2 IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Commencement and Expiration Date Declaration as of the day and year first above written. LANDLORD: NSHORE, LLC, a Florida limited liability company ______________________________ By: Taraz N. Darabi Its: Manager TENANT: OCEAN MASSAGE LLC, A FLORIDA LIMITED LIABILITY COMPANY ___________________________ By: ____________________________ Its: ____________________________ EXHIBIT E – Page 1 EXHIBIT D Sign Criteria The intent of Landlord and the management is to create a graphic environment that is individual and distinctive in identity for the merchant and also compatible with other signs within the Shopping Center. The total concept should give an impression of quality, professionalism and instill a good business image. The following specifications are to be used for design of your sign; however, in all cases, final written approval is required from Landlord prior to manufacturing and installation of all signs, including any sign inside that may be invisible from the outside. Procedure: Sign drawing proposal will be submitted in two (2) copies to Landlord for written approval. One copy will be returned to Tenant or Tenant's Sign Company and one copy shall be retained in the lease file. Notice: Written approval and conformance with this specification does not imply conformance with local city and other applicable sign codes. Your sign must be permitted and must comply with all applicable electrical and local sign codes. A. Wording on large-scale signs shall be limited to store or trade name only. Each party’s customary signature or logo, hallmark, insignia, or other trade identification will he respected within the guidelines set forth. B. The size of all Tenant signs shall be limited. The scale and concept of the Shopping Center require the use of appropriate signage. Tenant’s sign shall be located on the designated sign panel within the limits of its storefront and shall not project more than 8” beyond the face of the sign panel. The letters shall be mounted to the sign fascia on the framing concealed in the sign panel construction. C. Tenant signs shall be individual channel-type letters only. Maximum height of the letters shall be 24” for capitals or logos and 16” for small letters. The total sign width shall be limited to 60% of Tenant frontage and shall in no case exceed a length of thirty feet. D. Sign letter shall be aluminum reverse channel frame (minimum .090) with flat aluminum face, mounted with concealed fasteners and white neon lighting. The channel frame shall be painted in a durodic bronze finish, trim cap color to be gold. All letters shall be illuminated with neon tubes powered by normal factor transformers installed in the letter. 120 volt circuit will be provided by Landlord/Contractor. All letters shall be approved by Landlord/Contractor. All letters shall be approved by Underwriter Laboratories and carry seal of approval. E. Except as otherwise approved in writing by Landlord, only one sign per Tenant will be permitted on the sign panel except the corner Tenant who may have two signs. F. Sign company names or stamps shall be concealed (Code permitting). G. Signs with exposed neon tubing, exposed lamps and signs of the flashing, blinking, rotating, moving or animated type or audible type are not permitted. H. Painted or printed signs on the exterior surface of any building shall be prohibited, except small-scale signs stating store hours, which are neatly lettered on the glass of the storefront, shall be permitted subject to Landlord’s approval; and, in addition, any non-customer door for receiving merchandise may have in two-inch (2”) block letters, the name of Tenant. I. Public safety decals or artwork on glass in minimum sizes to comply with applicable Code, subject to the approval of Landlord, may be used, as required by building codes EXHIBIT E – Page 2 or other governmental regulations. J. Paper signs, stickers, banners or flags are prohibited on the store windows, either interior or exterior, or on any exterior portion of the Shopping Center. K. No exposed raceways, ballast boxes or electrical transformers will be permitted except as required by Code. L. The following are not permitted: (1) Roof of box sings. (2) Cloth or banner signs hanging in front of the business or within the Premises so as to be visible from the exterior walk or parking lot. (3) Animated or moving components. (4) Intermittent or flashing illumination. (5) Iridescent painted signs. (6) Letters mounted or painted on illuminated panels. (7) Signs or letters painted directly on any surface except as herein provided. (8) Signs will not be permitted to be installed or placed along perimeter of Shopping Center. (9) Trailer signs or temporary signs. EXHIBIT E – Page 3 EXHIBIT E INTENTIONALLY DELETED EXHIBIT F – Page 1 EXHIBIT F INTENTIONALLY DELETED PERMITTED BUILDING DATA DO NOT WRITE BELOW -OFFICE USE ONLY Applicable Codes: 7th Edition (2020) Florida Building Code DEVELOPMENT SIZE: Habitable Space (ft2): __ 8_·_\_9. __ _ -Non-Habitable Space (ft2): ______ _ LAND INFORMATION: Flood Zone: ----~--------- Minimum FFE: ------------- BUILDING INFORMATION: Construction Type: ___ T~_t_I.~D~------ Occupancy Group: ____ :;.__ ______ _ Number of stories: \ ------------ Max. Occupancy Load: ____ l ______ _ Fire Sprinklers Required: ___ r-:\~_o _____ _ CONDITIONS/COMMENTS: 1 CITY OF ATLANTIC BEACH 800 SEMINOLE ROAD ATLANTIC BEACH, FL 32233 (904) 247-5800 BUILDING DEPARTMENT REVIEW COMMENTS Date: 02/12/21 Permit #: COMM21-0007 Site Address: 363 Atlantic Blvd. #9 Review: 1 RE#: Applicant: Regis Home Improvement LLC Address: None given Phone: 240-7519 Email: RGCHOMEPROS@GMAIL.COM THIS BUILDING DEPARTMENT REVIEW IS ONE OF 2 DEPARTMENT REVIEWS. PLEASE FIND ALL DEPARTMENT REVIEWS AND ADDRESS ALL COMMENTS. Correction Comments: Application is disapproved for the following issues: 1. Please see the Fire Marshal’s plan review comments. Additional plans and details are required. 2. An Owner/Builder Affidavit was submitted, with this application, in addition to a registered general contractor. This project cannot be done by an owner/builder, as the project must be done by the owner of the property for his own use. The contractor, listed, will be the Permit Holder for this project. 3. Resubmittal may generate additional plan review comments. Dan Arlington, CBO (904) 247-5813 darlington@coab.us ~~I Revision Request/Correction to Comments City of Atlantic Beach Building Department 800 Seminole Rd, Atlantic Beach, Fl 32233 **ALL INFORMATION HIGHLIGHTED IN GRAY IS REQUIRED. Phone: {904) 247-5826 Email: Building-Dept@coab.us PERMIT#: COMM21-0007 D Revision to Issued Permit OR 0 Corrections to Comments Date: 0511212021 Project Address: 363 Atlantic Blvd 09 . Atlantic Beach, FL 32233 fcontractor/Contact Name: _R_e-=-gi_s_H_o_m_e_lm_:p_ro_v_e_m_en_t_L_LC_. ________________________ _ Contact Phone: (904) 240-7519 Email: rgchomepros@gmai l.com --'--------------- Description of Proposed Revision / Corrections: Owner updated drawings. I._R_e_gi_s_Ho_m_e_l_m_pr_ov_e_m_en_t_LL_c_. _____ affirm the revision/correction to comments is inclusive of the proposed changes. (printed name) • Will proposed revision/corrections add additional square footage to original submittal? EJNo D Yes (additional s.f. to be added: _____________ ) •~ill proposed revision~~orrec~ions ad~ add'.ti~na l increase in building value to original submittal? ~No D*Yes (add1t1onal increase m building value: $ _________ ) (Contractor must sign if increase in valuation) *Signature of Contractor/ Agent: /4<:2,' ~ b::e (Office Use Only) D Approved D Denied D Not Applicable to Department Permit Fee Due$ ______ _ Revision/Plan Review Comments _______________________________ _ Department Review Required: Building Planning & Zoning Tree Administrator Public Works Public Utilities Public Safety Fire Services Reviewed By Date Updated 10/17/18 6COFE of WORK: TENANT IMffiOVEMENTS FO TREATMENT CENTER 1. APPLICABLE CODES: 2020, 7th EDITION FLORIDA BUILDING CODE 2020, 7th EDITION FBC-ACCESSIBILITY 2020, 7th EDITION FBC-EXISTING BUILDING 2020, 7th EDITION FBC-MECHANICAL CODE 2020, 7th EDITI□N FBC-PLUMBING CODE 2020, 7th EDITI□N FBC-GAS CODE 2<Z>l8, 1th EDITION FLOF<IDA Fli-!E Fl'<EVENTION CODE ElASED ON NFFA I .; NFFA l<Z>I, 2<Z>l8 EDITION 2<!!>17 NATIONAL ELECTF<ICAL CODE 2, OCCUPANCY CLASSIFICATION: 2017 FLORIDA BUILDING CODE USE AND OCCUPANCY CLASSIFICATION GROUP B BUSINESS 3, TYPE OF CONSTRUCTION: SECTION 602,5 • TYPE IIIB, UNSPRINKLERED, UNPROTECTED TABLE 503 ALLOWABLE HEIGHT AND BUILDING AREAS: GROUP B FOR TYPE IIIB = 55' BLDG, HT., 19,000 SF, 3 STORY 4. PROJECT DESCRIPTION: BUSINESS= 819 SF TOTAL BUILDING TABULATION: 819 SF NUMBER OF STORIES: 1 STORY 5. LEVEL OF AL TERA TTON: LEVEL 2 6, FIRE RESISTANCE: TABLE 601 FIRE-RESISTANCE RATING REQUIREMENTS FOR BUILDING ELEMENTS (HOURS) 7, MEANS OF EGRESS: MAXIMUM FLOOR AREA PER OCCUPANT: [TABLE 1004.1.1] B = 150 SF/OCCUPANT= 819 SF/150= 6 OCCUPANTS 9 x .2"/0CC = 1.8" WIDTH REQ.-72" PROVIDED MAXIMUM TRAVEL DISTANCE TO EXIT BGROUP 200 LF (UNSPRINKLERED) MINIMUM NUMBER OF EXITS [1005.1]: 1 REQUIRED, 2 SHOWN -MAXIMUM DEAD END CORRIDOR: 20 FT WHERE UNSPRINKLERED NOTE6: '. ' I ' ' I ' I. 6UILDING IS 10'11% ADA COMPLIANT. ' ' ' I ' I ' ' 1 ' I ' ' ' lr--,----------..;------;a-",--------,- - , I r , . . _J ill_j l) <( <(3 (L WOl u) t-lL ~~ l) 0 <lI >-' I I I >== I I I SERVICE I E, PANEL I ~-:::::-::::::~ ____ ~ SINK~----L I O I l // I 0 I _ J _ J < ( 3 M i l L O l : : : : : i 0 : : : r \ f l l C Q ~ ' C P EXISTING FLOOR P L A N AHERN_ ST. I ·,'·.Z ', I • I ' ' I I', Ul ', I ','1I I ', ', I rT\ I ' I ' I ' I I ', 'Tl ' I fU '1,'1,;t] I '-< ' I '1 '1 ·,·.o ' I ' ' I I 'Al ' ' I ' ' I • ' I ' ' I ' ' I ' I ' ' I ' I I ' I ' ' ATLANTIC BLVD ' ' I ' I ' ' I ' I '. ' I ' ' I I ' ' I ' I ;-,oC:'S .. , ~-/r::-.;::::< SCHEMATIC SITE PLAN \ . / A L L L E G E N D = = • = : : J N E w ' w ' A L L = = = : : : i E X I S T I N G w ' A L I c - - - - - - - - - c w ' A L L T D B E R E M O V E D - " I , . . . - - . . I - - . - r : : : , : ; , , , , - - ~ 1 , r r - " = = = = = = = ' l " " " T T " T I E X I S T I N G q J . " - r c r - - - - - : ; ; = = : : : - T T - ~ I D R w / j c I ; = I I I I I I U N I S E X I I I I I : : : : : . I P A N I C 1 - i ' W A R E . / R E A R F O Y E R L _ _ J ~ = ~ 3 3 i ( l ) f , f > f 8 a r - ' t L , . _ , _ _ _ . . . " 1 . - - @ I = ' E X I S T I N G ~ U T I L I Y R O O M 1 1 1 1 - t A L L 1 , D R w / ' P A N I C 1 - i ' W A R E E X I S T I N G 3 ( / ) f , , 6 P O C K E T R O O M 1 1 2 R O O M 1 1 3 R E C E P T I O N = / = ' N E W F L O O R P L A N P L U M B I N G F I X T U R E R E Q U I R E M E N T S , D E S I G N O C C U P A N T L O A D F O R P L U M 6 1 N C : . O C C U P A N C Y 1 5 6 6 U 5 1 N E 5 5 T O T A L O C C U P A N T S = I ! > 5 1 Z > % M A L E = 3 5 1 Z > % F E M A L E = 3 = c U F A N C Y 5 2 U J A T E F < C L O S E T U F < I N A L S L A V A T O F < I E S S E F < V I C E S I N K D F < I N K ' G F O U N T A I N M A L E F E M A L E M A L E F E M A L E F < E G l U l l - ! E D < Z ) F F < O V I D E D < Z ) P L U M B I N G N O T E 6 : I . H O T W A T E R L I N E S & H A L L H A Y E I ' T H I C K I N & U L A T I O N . 2 . T E M P E R E D W A T E R & H A L L H A Y E A M A X . T E M P O F l l < I J F , 3 . M a F L U H e l N C . 5 T 5 T E H < : = F I X T U R E ! & H A L L 6 1 = P R O V I D E D W I T H A S T S T E H O F V E N T F I F I N G , T H A T W I L L F R O V I D : T H I : A D H l & e l O N O R l : H l & e l O H O F A I R 5 0 T H A T M a S E A L O F A N T F I X T \ J f < I : l l < A F & H A L L N O T 6 1 = S l J 6 J : C T E D T H A F R E S 5 U f < I : D I F l ' l ! f < l : N T I A L O F H O f < I : T H A N I ' O F W A T E I < C O L U M N . 4 , F F C 4 0 3 2 E X C l , F T I O N 4 . , r l e a , t h a n 2 & o c c . , N O S E P A R A T E F A C I L I T I E S , & , T A e l . E F F C 4 " 3 J E X C l , F T I O N ' e ' - l r 1 . . , t h a n 2 & O C C . N O D R n - l l < I N C . l ' O u - l T A I N < Z ) < Z ) < Z ) I I 1 0 c : = M E q ~ F / k = / ' . ~ ' . L I S E : T O ' ] l l l S I D " , E / 1 2 , T l f l S ' [ g J - ' ' F L A T - - - - . ; : _ : = J [ : = = = ' = L - - - 1 / , X / C E I L I N G S L O P E ~ - t - · - · _ , _ _ l _ _ i - + - - - - . , . - - - . . . . . . , , t - - - - ~ / - - - - - - - ' i D O I I N - - - - - - ~ 0 I E I l X I = I 0 0 0 0 - / / V / / R E F L E C T E D C L G . P L A N - , ' . _ I = I A 6 + - I R A E b : 2 . 1 V E N T I L A T I O N 4 A I R B A L A N C E C A L C U L A T I O N S P E O P L E S Q . F T . V E N T F < O O M I Z O N E A i - ! E A O C C U P A N C Y C A L C . V E N T F < A T E V E l Z F V E N T F < A T E V E l Z A 1 - ! E G l ' D . E X I - I A U S T A I - I U I 8 1 ' : l 5 F 2 < Z > 1 2 < ! ! > < Z ) l l ) b 4 ' : l . 1 4 l b ' : l . 1 4 1 < Z > T O T A L V E N T f i < E Q U l ! - ! E D l b ' : l E X . F < A T E + 5 % 1 4 T O T A L 2 4 3 c f m • 8 " D U C T • U ] ( J ~ - ~ < ( [ ' l w ~ • < ( ( J \ _ N j D < ( D . ~ D I I ' . D N □ I ' ] - . . . J . . . J - ~ • ~ U ] - z z w 0 " ' I - ( J w I - - I ( J ~ < ( • u - - - 1 . - - - 1 ~ Q l l J t - ~ z ( S ) w ( S ) r : < [ w r > z 0 < [ c t l l J { L u r : 0 t - z < ( z w t - u t - - ~ - - - 1 t - - < [ 0 , E W O ~ < ( ~ z 0 - 0 u D a ~ I I ' . " ' 0 " ' ~ □ N 0 . J , : , l l J w I L ~ t - " l > - ~ 0 I W ~ ~ u z < ( o E ~ W I ( j m a . - ~ 0 ~ 0 w o m m > z □ I D w o D N ~ I I ' . □ I " ' 0 < ( □ • I D a . < ( N . J < ( I L < ( 0 1 w e - ( ) t - ~ ~ ~ • _ J Q l L > 1 ' _ J u [ Q < ( o w t - [ Q z u < ( t - _ J z t - < ( < ( _ J { ' ( ) t - ~ < ( { ' ( ) < I < I < I ~ · - ~ 0 N 6COFE of WORK: TENANT IMffiOVEMENTS FO TREATMENT CENTER 1. APPLICABLE CODES: 2020, 7th EDITION FLORIDA BUILDING CODE 2020, 7th EDITION FBC-ACCESSIBILITY 2020, 7th EDITION FBC-EXISTING BUILDING 2020, 7th EDITION FBC-MECHANICAL CODE 2020, 7th EDITI□N FBC-PLUMBING CODE 2020, 7th EDITI□N FBC-GAS CODE 2<Z>l8, 1th EDITION FLOF<IDA Fli-!E Fl'<EVENTION CODE ElASED ON NFFA I .; NFFA l<Z>I, 2<Z>l8 EDITION 2<!!>17 NATIONAL ELECTF<ICAL CODE 2, OCCUPANCY CLASSIFICATION: 2017 FLORIDA BUILDING CODE USE AND OCCUPANCY CLASSIFICATION GROUP B BUSINESS 3, TYPE OF CONSTRUCTION: SECTION 602,5 • TYPE IIIB, UNSPRINKLERED, UNPROTECTED TABLE 503 ALLOWABLE HEIGHT AND BUILDING AREAS: GROUP B FOR TYPE IIIB = 55' BLDG, HT., 19,000 SF, 3 STORY 4. PROJECT DESCRIPTION: BUSINESS= 819 SF TOTAL BUILDING TABULATION: 819 SF NUMBER OF STORIES: 1 STORY 5. LEVEL OF AL TERA TTON: LEVEL 2 6, FIRE RESISTANCE: TABLE 601 FIRE-RESISTANCE RATING REQUIREMENTS FOR BUILDING ELEMENTS (HOURS) 7, MEANS OF EGRESS: MAXIMUM FLOOR AREA PER OCCUPANT: [TABLE 1004.1.1] B = 150 SF/OCCUPANT= 819 SF/150= 6 OCCUPANTS 9 x .2"/0CC = 1.8" WIDTH REQ.-72" PROVIDED MAXIMUM TRAVEL DISTANCE TO EXIT BGROUP 200 LF (UNSPRINKLERED) MINIMUM NUMBER OF EXITS [1005.1]: 1 REQUIRED, 2 SHOWN -MAXIMUM DEAD END CORRIDOR: 20 FT WHERE UNSPRINKLERED NOTE6: '. ' I ' ' I ' I. 6UILDING IS 10'11% ADA COMPLIANT. ' ' ' I ' I ' ' 1 ' I ' ' ' lr--,----------..;------;a-",--------,- - , I r , . . _J ill_j l) <( <(3 (L WOl u) t-lL ~~ l) 0 <lI >-' I I I >== I I I SERVICE I E, PANEL I ~-:::::-::::::~ ____ ~ SINK~----L I O I l // I 0 I _ J _ J < ( 3 M i l L O l : : : : : i 0 : : : r \ f l l C Q ~ ' C P EXISTING FLOOR P L A N AHERN_ ST. I ·,'·.Z ', I • I ' ' I I', Ul ', I ','1I I ', ', I rT\ I ' I ' I ' I I ', 'Tl ' I fU '1,'1,;t] I '-< ' I '1 '1 ·,·.o ' I ' ' I I 'Al ' ' I ' ' I • ' I ' ' I ' ' I ' I ' ' I ' I I ' I ' ' ATLANTIC BLVD ' ' I ' I ' ' I ' I '. ' I ' ' I I ' ' I ' I ;-,oC:'S .. , ~-/r::-.;::::< SCHEMATIC SITE PLAN \ . / A L L L E G E N D = = • = : : J N E w ' w ' A L L = = = : : : i E X I S T I N G w ' A L I c - - - - - - - - - c w ' A L L T D B E R E M O V E D - " I , . . . - - . . I - - . - r : : : , : ; , , , , - - ~ 1 , r r - " = = = = = = = ' l " " " T T " T I E X I S T I N G q J . " - r c r - - - - - : ; ; = = : : : - T T - ~ I D R w / j c I ; = I I I I I I U N I S E X I I I I I : : : : : . I P A N I C 1 - i ' W A R E . / R E A R F O Y E R L _ _ J ~ = ~ 3 3 i ( l ) f , f > f 8 a r - ' t L , . _ , _ _ _ . . . " 1 . - - @ I = ' E X I S T I N G ~ U T I L I Y R O O M 1 1 1 1 - t A L L 1 , D R w / ' P A N I C 1 - i ' W A R E E X I S T I N G 3 ( / ) f , , 6 P O C K E T R O O M 1 1 2 R O O M 1 1 3 R E C E P T I O N = / = ' N E W F L O O R P L A N P L U M B I N G F I X T U R E R E Q U I R E M E N T S , D E S I G N O C C U P A N T L O A D F O R P L U M 6 1 N C : . O C C U P A N C Y 1 5 6 6 U 5 1 N E 5 5 T O T A L O C C U P A N T S = I ! > 5 1 Z > % M A L E = 3 5 1 Z > % F E M A L E = 3 = c U F A N C Y 5 2 U J A T E F < C L O S E T U F < I N A L S L A V A T O F < I E S S E F < V I C E S I N K D F < I N K ' G F O U N T A I N M A L E F E M A L E M A L E F E M A L E F < E G l U l l - ! E D < Z ) F F < O V I D E D < Z ) P L U M B I N G N O T E 6 : I . H O T W A T E R L I N E S & H A L L H A Y E I ' T H I C K I N & U L A T I O N . 2 . T E M P E R E D W A T E R & H A L L H A Y E A M A X . T E M P O F l l < I J F , 3 . M a F L U H e l N C . 5 T 5 T E H < : = F I X T U R E ! & H A L L 6 1 = P R O V I D E D W I T H A S T S T E H O F V E N T F I F I N G , T H A T W I L L F R O V I D : T H I : A D H l & e l O N O R l : H l & e l O H O F A I R 5 0 T H A T M a S E A L O F A N T F I X T \ J f < I : l l < A F & H A L L N O T 6 1 = S l J 6 J : C T E D T H A F R E S 5 U f < I : D I F l ' l ! f < l : N T I A L O F H O f < I : T H A N I ' O F W A T E I < C O L U M N . 4 , F F C 4 0 3 2 E X C l , F T I O N 4 . , r l e a , t h a n 2 & o c c . , N O S E P A R A T E F A C I L I T I E S , & , T A e l . E F F C 4 " 3 J E X C l , F T I O N ' e ' - l r 1 . . , t h a n 2 & O C C . N O D R n - l l < I N C . l ' O u - l T A I N < Z ) < Z ) < Z ) I I 1 0 c : = M E q ~ F / k = / ' . ~ ' . L I S E : T O ' ] l l l S I D " , E / 1 2 , T l f l S ' [ g J - ' ' F L A T - - - - . ; : _ : = J [ : = = = ' = L - - - 1 / , X / C E I L I N G S L O P E ~ - t - · - · _ , _ _ l _ _ i - + - - - - . , . - - - . . . . . . , , t - - - - ~ / - - - - - - - ' i D O I I N - - - - - - ~ 0 I E I l X I = I 0 0 0 0 - / / V / / R E F L E C T E D C L G . P L A N - , ' . _ I = I A 6 + - I R A E b : 2 . 1 V E N T I L A T I O N 4 A I R B A L A N C E C A L C U L A T I O N S P E O P L E S Q . F T . V E N T F < O O M I Z O N E A i - ! E A O C C U P A N C Y C A L C . V E N T F < A T E V E l Z F V E N T F < A T E V E l Z A 1 - ! E G l ' D . E X I - I A U S T A I - I U I 8 1 ' : l 5 F 2 < Z > 1 2 < ! ! > < Z ) l l ) b 4 ' : l . 1 4 l b ' : l . 1 4 1 < Z > T O T A L V E N T f i < E Q U l ! - ! E D l b ' : l E X . F < A T E + 5 % 1 4 T O T A L 2 4 3 c f m • 8 " D U C T • U ] ( J ~ - ~ < ( [ ' l w ~ • < ( ( J \ _ N j D < ( D . ~ D I I ' . D N □ I ' ] - . . . J . . . J - ~ • ~ U ] - z z w 0 " ' I - ( J w I - - I ( J ~ < ( • u - - - 1 . - - - 1 ~ Q l l J t - ~ z ( S ) w ( S ) r : < [ w r > z 0 < [ c t l l J { L u r : 0 t - z < ( z w t - u t - - ~ - - - 1 t - - < [ 0 , E W O ~ < ( ~ z 0 - 0 u D a ~ I I ' . " ' 0 " ' ~ □ N 0 . J , : , l l J w I L ~ t - " l > - ~ 0 I W ~ ~ u z < ( o E ~ W I ( j m a . - ~ 0 ~ 0 w o m m > z □ I D w o D N ~ I I ' . □ I " ' 0 < ( □ • I D a . < ( N . J < ( I L < ( 0 1 w e - ( ) t - ~ ~ ~ • _ J Q l L > 1 ' _ J u [ Q < ( o w t - [ Q z u < ( t - _ J z t - < ( < ( _ J { ' ( ) t - ~ < ( { ' ( ) < I < I < I ~ · - ~ 0 N 1th EDITION FLORIDA FIRE CODE BASED ON NFFA. 1 FIRE CODE 21Zl18 EDITION 4 NFFA 101 LIFE SAFETY CODE 2018 EDITION CLASSIFICATION 6Y OCCUPANCY ~e~eu=S=IN=E&&~---MIXED OCCUPANCY_~NO~--&EPA~TION 6Y OCCUPANCY ___ N/_A ______ _ TYPE OF CONSTRUCTION ~TECTED-=--I-Iii? &Pli?INKLERED O YES UN~TECTED_=me~-----------61.JILDINGs VAli?leLES 61.JILDINGs I-IEIGI-IT I I-IE IGI-IT INCREASES li?EG!Ulli?ED I ALLOWED NLIM6Eli? OF STORIES 61.JILDINGs AREA/ FLOOR AREA INCREASES OCCUPANT LOAD/ FLOOR AREA I PERSON A5SEM6L Y TOT AL SEATn-lG/PERSON 3 B• 150 SF NET EGRESS WIDTI-I / PERSON 2' x 6•12' LENG.Tl-I OF DEAD END 20' ---='-----MAX IM UN DISTANCE TO EXIT 6-200' MINIMUN NL1M6E1i? OF EXITS __ I ___ _ FIRE ~TECTION li?EG!Ulli?EMENTS STRUCTURAL FRAME -INCLUDING. COLUM-IS, GIRDERS, mJSSES -~0 ___ _ 61:Ali?INGs WALLS-EXTERIOR -~0 ___ _ INTERIOR 0 -~----NON-61:Ali?INGs WALLS AND PARTITIONS-INTERIOR >30 -~0 ___ _ FLOOR CON&Tli?UCTION-INCLUDING SUPPORTING, BEAMS I JOISTS -~0 ___ _ li?OOF CONSTRUCTION-INCLUDING. &UMOF<I ING BEAMS I JOISTS 0 -~----PROVIDED 18'-0' 819 SF/J!i0•fl QCC 12' 0' 2 0 0 0 0 0 0 OUR DESIGN TO Tl-IE BEST OF OUR KNOWLEDGE COMPLIES WIT!-1 Tl-IE 1th EDITION FLORIDA FIRE PREVENTION CODECFFFC) NOTE, PROVIDE LIGHT-FRAME TRUSS-TYPE CONSTRUCTION IDENTIF ACTION SIGNAGE ON BUILDING FACE PER FBC 69A-60.0081 TYPE 'R' I -1' ,, ,,_ ,, I I I L_ □ -@ I EXISTING. ! : > ' S I D E W A L K , ~ ' ! 1 , C I I / E a I I I " I - I / I R E i R _ U T I L I Y UNISE X " - ' ' I F O Y E R I F I ffti..;.: ' - - . . I m _I I I I I I I I I I L r . - - - - ~ R O O M # J I ' L I r - - - - - - - ~ M A X . T R A V E L D l & T A N C E t _ . . J , o e x " , . . , . , , l 1-lALLr-' - . . R O O M # ' 2 I - . . _ , . I - - - - - - 1 - - - - - - 1 - - ~ I I I I I I I I I I I I R O O M # 3 I RE C E P T I O N I I I L O U N G E I ' I MAX.,il'RAVEL D l & T A N C E ao E:11:IT • 36' - 9 " ,.--L.fa t&rfi' ,j!= = = = = i : . F = = ' J C : = = : : : : : n = = = = = i t ~ , I LIF E S A F E T Y P L A N / , L E · 1 ' - I - · ' c " ' 4 - ' LE G E N D R E M E R G E N C Y L I G l - ! T w / 6 A T T E R Y F A C K ~ E M E F < G E N C Y E X I T L I G l - ! T w / 6 A T T E R Y F A C K E&III LI C . 1 - ! T E D E X I T & I C . N w / 6 A T T E R Y F A C K e N E U J E X I T T A C T I L E & I C . N @ F l ~ E X T I N c . U l & l - ! E ~ ( 2 A l e > 6 C ) M T D . A T 3 6 " A F F . ~ - - - - - - - - - ~ MAX. ~ A V E L D l & T A N C E T O E X I T . E X I S T I N G , ! ; ' S I D E W A L K ' n . ; r e · · · . . . r · A 6 • . ' . _ _ _ _ / - - ' . U T I L I Y U N I S E X - c - - - - - - . 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" " " ' J _ l 4 0 T W A T E F i . 1 - f E A T E ! i i e : 2 0 N □ T E S 1 . - - - T H E E L E C T R I C A L 3 I S S U B C □ N T R A C T □ R S H A L L 2 0 " " 1 ' - A T e A C K P P < - 2 2 0 T I M ! ; C l . o c K 4 ! ; B A L A N C E T H E L O A D S 3 0 e A T M G F I C 6 r - - t - - - - - - t - - - - l C R E A T E L A B E L S F D R ~ 1 - + - - - - - + - - i P A N E L S I D E N T I F Y I N G 8 r - 0 E A C H B R E A K E R T D I T S 1 ~ r " ' - t - - - - - - + ~ - ; U S E " " 1 1 4 0 A L L E M E R G E N C Y L I G H T I N G 1 2 1 - - 6 E C : O N D A R ' r M E A T T □ B E I S O L A T E D T D 1 > - - - + - - - - - + - - = 1 4 - < 1 3 4 0 C I R C U T > - - > - - - - - - 1 - - - ' 2 ! ; ' - - ' A L L L I G H T I N G I S L E D 2 0 M I C l ' O U J A V E l b ~ A / C 1 1 2 5 2 0 H I C R O U / A v E 1 8 2 0 T O A O T E , _ o v e N 2 0 2 1 L N D E R - C T R L I G t l - + T & 2 0 2 0 F E F ' 5 1 H A C l < I N E 2 2 2 3 I C E M A C H I N E 2 0 2 0 e A C K R O O M " " C P 1 2 4 2 5 O E C U " ' t r " " C P T . 2 0 2 0 " " c 1 e , • T I C L : O 2 6 2 1 T V • & ~ O 2 0 E l E C T l ? 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" " ' " " " " " " ' " I - > E A T 3 3 0 N O T E S • 2 5 T H E E L E C T R I C A L A / C 3 , Z ) S U B C □ N T R A C T □ R S H A L L 2 & 2 4 ! : > F ' O U . E . . , L l " " ' 6 2 0 B A L A N C E T H E L □ A D S 2 0 S I G N • T I M E C L O C K C R E A T E L A B E L S F D R 2 0 P A N E L S I D E N T I F Y I N G 1 0 0 6 8 ' : l U " " ' 6 2 0 E A C H B R E A K E R T D I T S 1 0 0 & U e - P A N E L U S E 1 0 I I & E C O N D A , f , n ' " 1 - i j i : A T - 1 3 3 , Z ) A L L E M E R G E N C Y L I G H T I N G . . . . . . . . . . T D B E I S O L A T E D T D 1 3 , Z ) C I R C U T 1 2 1 4 I ! : > A 1 C n 2 ! : > A L L L I G H T I N G I S L E D w 1 6 1 8 l ' : l . . . . . . . . . . 2 0 2 1 2 2 2 3 2 4 2 ! : > 2 0 o & l . f < E C P T . 2 6 2 1 2 8 - 2 ' : l 3 0 • U ] ( J ~ - ~ < ( [ ' l w ~ • < ( ( J \ _ N j D < ( D . l ! I D I I ' . D N □ I ' ] - . . . J . . . 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J , o e x " , . . , . , , l 1-lALLr-' - . . R O O M # ' 2 I - . . _ , . I - - - - - - 1 - - - - - - 1 - - ~ I I I I I I I I I I I I R O O M # 3 I RE C E P T I O N I I I L O U N G E I ' I MAX.,il'RAVEL D l & T A N C E ao E:11:IT • 36' - 9 " ,.--L.fa t&rfi' ,j!= = = = = i : . F = = ' J C : = = : : : : : n = = = = = i t ~ , I LIF E S A F E T Y P L A N / , L E · 1 ' - I - · ' c " ' 4 - ' LE G E N D R E M E R G E N C Y L I G l - ! T w / 6 A T T E R Y F A C K ~ E M E F < G E N C Y E X I T L I G l - ! T w / 6 A T T E R Y F A C K E&III LI C . 1 - ! T E D E X I T & I C . N w / 6 A T T E R Y F A C K e N E U J E X I T T A C T I L E & I C . N @ F l ~ E X T I N c . U l & l - ! E ~ ( 2 A l e > 6 C ) M T D . A T 3 6 " A F F . ~ - - - - - - - - - ~ MAX. ~ A V E L D l & T A N C E T O E X I T . E X I S T I N G , ! ; ' S I D E W A L K ' n . ; r e · · · . . . r · A 6 • . ' . _ _ _ _ / - - ' . U T I L I Y U N I S E X - c - - - - - - . 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T O I L E T B A C K R O O M R O O M 2 R O O M 1 O P E N L O B B Y A R E A E L E C T R I C P O W E R B O X M O P S I N K L E G E N D D E M O W . H . T O I L E T B A C K R O O M R O O M 3 R O O M 2 O P E N L O B B Y A R E A E L E C T R I C P O W E R B O X S H E L V E S T O B E A D D E D S T A C K E D W / D T O B E A D D E D R O O M 1 B R E A K R O O M M O P S I N K 8 ' - 1 1 3 4 " 8 ' - 5 1 4 " 1 1 ' - 7 9 1 6 " 8 ' 9 ' - 7 1 8 " 5 ' 1 0 ' - 1 0 1 4 " 3 ' 3 ' 3 ' 2 ' - 9 1 1 1 6 " 5 ' - 0 3 4 " 1 0 ' - 0 1 3 1 6 " 1 0 ' - 9 1 2 " 1 ' - 8 3 1 6 " 6 ' - 7 1 3 1 6 " 5 ' - 8 1 4 " 7 ' - 4 3 1 6 " 4 0 ' - 7 1 3 1 6 " L E G E N D N E W / A D D 3 ' 6 ' - 9 1 8 " 3 ' 3 ' - 6 1 2 " 3 ' - 3 1 1 1 6 " 3 ' - 5 1 2 " W . H . 3 ' - 5 3 4 " 3 ' N O T E S I N T E R I O R W A L L S N E E D T O T O U C H C E I L I N G H E I G H T . H I - L O D . F . D U O T O B E A D D E D 1 OCEAN MASSAGE 363 ATLANTIC BLVD. ATLANTIC BEACH, FL 32233 SCALE: 1/4"= 1'-0" ARCH. 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