Exhibit A - FORM - Lease - FCPA as Tenant .pdf

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) dated [***] is entered into by and between [LANDLORD

NAME], a[n] [JURISDICTION AND TYPE] (“Landlord”) and FLORIDA CLINICAL PRACTICE

ASSOCIATION, INC., a Florida not for profit corporation (“Tenant”). Landlord and Tenant may be referred to herein collectively as the “Parties” or individually as a “Party.”

RECITALS

A. Landlord owns the real property, including the improvements thereon, located at [***] (the

“Property”).

B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, that portion of the Property identified herein as the “Premises” on the terms and conditions of this Lease.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

ARTICLE 1. ESSENTIAL TERMS

The following is a summary of the essential terms of this Lease (the “Essential Terms”). In the event of a conflict between the Essential Terms and the remainder of this Lease, the Essential Terms will control.

Building:

N/A or That certain building commonly known as ______ and located on the Property in which the Premises are located (the “Building”)

Premises:

The Property OR Suite [***] in the Building consisting of approximately [***] square feet, as depicted or described on Exhibit A (the “Premises”)

Landlord’s Address: [***]

Tenant’s Address:

with a copy to:

Florida Clinical Practice Association, Inc.

c/o Office of Real Estate

Attn: Trevor Schneider

720 SW 2nd Ave, Suite 108

Gainesville, FL 32601

University of Florida Office of General Counsel

Attn: Kacy Joy

P.O. Box 113125

Gainesville, FL 32611-3125

Term (see Section 3.01):

Commencement Date:

Initial Term:

Renewal Option(s):

Renewal Notice Requirement:

[***], except as otherwise established under Section 3.01

[***] months, beginning on the Commencement Date

[***] periods of [***] years each

[***] days’ Notice (as defined below) to Landlord

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Rent Abatement: Notwithstanding anything herein to the contrary, for the first

[***] full months following the Commencement Date (the

“Rent Abatement Period”), Base Rent shall be fully abated, with Tenant to occupy the Premises without paying

Base Rent or any Additional Rent.

Base Rent: [***] per month, escalated [***]% annually, as more specifically set forth below, which amount includes all items that may be considered to be Additional Rent but that are identified below as included in Base Rent. All such items have been included in the Base Rent calculation and

Tenant will not be charged separately for any such items.

Term Time Period Per Month Per Year Per Square

Foot

Initial Term [date here] - [date here] $ $ $

Renewal Term 1 -

Renewal Term 2 -

Security Deposit: None

Additional Rent:

Utilities:

Janitorial Service:

Pest Service:

Tenant’s Share:

Property Taxes:

Property Insurance:

Common Expenses:

Annual Statement Deadline:

All utilities are included in Base Rent except [Internet and telephone services], which will be made available at

Tenant’s cost

Included in Base Rent OR Tenant’s responsibility, procured directly by Tenant

Included in Base Rent OR Tenant’s responsibility, procured directly by Tenant

N/A or [***]% of those expenses detailed below, to the extent they exceed those in base year [***]

Included in Base Rent OR Tenant’s Share, see Section

4.01(b)

Included in Base Rent OR Tenant’s Share, see Section

4.01(b)

Included in Base Rent OR Tenant’s Share, see Section

4.01(b)

March 1st

Sales Tax Exemption Certificate No.

No. 85- 8012646174C-8

Maintenance: See Article 8

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Improvements:

Initial Improvements:

Landlord’s Work Delivery

Deadline:

Additional Improvements:

Tenant Improvement Allowance:

The improvements consisting of [Landlord’s Work and

Tenant’s Work], as more particularly described on Exhibit

B, that are to be completed prior to or upon Tenant’s occupancy of the Premises. See Section 2.03.

See Section 9.03 and Exhibit B

See Exhibit B

Permitted Use: [General medical and office use], and uses ancillary thereto

(the “Permitted Use”)

Parking: Tenant, its agents, invitees, and licensees will have the right to use all parking spaces at the Property at all times and at no additional cost OR At least [***] spaces

Brokers: Landlord’s Broker: None

Tenant’s Broker: None

Special Provisions: [such as ROFR]

ARTICLE 2. THE PREMISES

Section 2.01 Demise of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from

Landlord, the Premises for the Term, subject to the terms and conditions of this Lease. Landlord represents and warrants that: (i) there are no restrictive covenants or other defects in the state of title to the Property that inhibit the use of the Premises by Tenant for the Permitted Use, and Landlord will not create any such defects during the Term; (ii) Landlord has provided Tenant with copies of all restrictive covenants and other encumbrances affecting the Premises; (iii) Landlord’s Work (as defined below), if any, was completed in a good and workmanlike manner and in compliance with all applicable laws; and (iv) as of delivery of possession of the Premises to Tenant, all systems serving the Premises, including systems installed during

Landlord’s Work, are in good operating condition and repair.

Section 2.02 Common Areas. If the Premises are less than the entire Property, then Landlord hereby grants Tenant a nonexclusive license for the duration of the Term to use all areas of the Building and the remainder of the Property designated from time to time by Landlord for the common use of occupants of the Property, including accessways, lobbies, stairways, elevators, roadways, sidewalks, parking areas, loading areas, and landscaped areas (collectively, “Common Areas”). The Common Areas are subject to exclusive control and modification Landlord. Landlord may from time to time promulgate and enforce reasonable rules and regulations, uniformly applied, for the use of the Common Areas. However, Landlord will not deprive Tenant of reasonable access to the Premises, disrupt Tenant’s use of the Common Areas, materially reduce the size of or diminish the quality of the Common Areas, or otherwise diminish Tenant’s rights under this Lease. Landlord shall maintain the Common Areas in good order and condition throughout the Term, ordinary wear and tear excepted.

Section 2.03 Initial Leasehold Improvements.

(a) Any improvements required to be made before or upon Tenant’s occupancy of the Premises are set forth on Exhibit B (the “Initial Improvements”).

(b) If the Initial Improvements include work to be completed by Landlord (“Landlord’s

Work”), then Landlord shall complete Landlord’s Work, at its sole expense, prior to Tenant’s occupancy of the Premises.

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(c) Following delivery of possession of the Premises to Tenant, Tenant will complete any

Initial Improvements to the Premises required to be completed by Tenant pursuant to Exhibit B, if any

(“Tenant’s Work”). Tenant shall complete Tenant’s Work in accordance with Section 9.03. If Landlord is providing a build-out allowance to Tenant (the “Tenant Improvement Allowance”), the amount is set forth in the Essential Terms and Landlord shall pay the Tenant Improvement Allowance to Tenant in accordance with Exhibit B.

ARTICLE 3. TERM

Section 3.01 Initial Term. The initial term of this Lease (the “Initial Term”) will commence on the

Commencement Date and be for the period of time set forth in the Essential Terms, unless earlier terminated as provided herein. If no Initial Improvements need to be made, then the “Commencement Date” will be the date certain set forth in the Essential Terms. If Initial Improvements need to be made, then, subject to timely completion of Landlord’s Work, the “Commencement Date” will be the earliest of: (a) the date certain set forth in the Essential Terms (the “Commencement Date Deadline”); (b) the date Tenant commences operations in the Premises after the Initial Improvements are completed and a certificate of occupancy has been issued for the Premises; or (c) the date agreed by Landlord and Tenant in writing. If the Premises are not delivered to Tenant with the Landlord’s Work completed on or before the date set forth in the Essential Terms for delivery of Landlord’s Work, then the Commencement Date Deadline will be extended for each day of delay in such delivery. If the Commencement Date is not known when this Lease is executed by the Parties, the Parties shall execute a document acknowledging the Commencement Date in the form attached as Exhibit C.

Section 3.02 Renewal Options. Tenant will have the right to renew the term of this Lease for the periods and at the rents set forth in the Essential Terms (each, a “Renewal Term” and, with the Initial Term, the

“Term”) by Notice to Landlord within the time period specified in the Essential Terms. If Tenant timely exercises a right to extend the Term to include a Renewal Term, the Renewal Term will commence on the expiration of the Initial Term or then-current Renewal Term, as applicable.

ARTICLE 4. RENT

Section 4.01 Payment of Rent. Tenant shall pay the rent (collectively, “Rent”) set forth in the Essential

Terms in equal monthly installments beginning on the Commencement Date subject to the Rent Abatement

Period and thereafter on the first day of each calendar month during the Term. Rent must be paid to Landlord at the address set forth in the Essential Terms, or at such other address as Landlord may from time to time designate by Notice to Tenant. Rent will be prorated on a daily basis for any partial calendar month during the Term.

Section 4.02 Additional Rent.

(a) For each calendar year during the Term after the base year specified in the Essential Terms

(the “Base Year”), Tenant shall pay to Landlord, as additional rent (together with all amounts to be paid by

Tenant under this Lease other than Base Rent, “Additional Rent”), an amount equal to Tenant’s Share of the amount by which the Property Taxes, Property Insurance, and Common Expenses for the year exceed those incurred by Landlord during the Base Year. Where any of the foregoing amounts are unknown, Landlord will provide Tenant with a reasonable estimate of such amounts to be paid prior to the

Commencement Date and prior to the beginning of each calendar year thereafter and Tenant will pay such amount in equal monthly installments together with Base Rent. Additional Rent will be prorated on a daily basis for any partial year during the Term.

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(b) Landlord shall provide Tenant with an itemized annual statement of the actual amount of

Additional Rent by the date set forth in the Essential Terms. If the annual statement indicates that Tenant underpaid Additional Rent for the preceding year, then Tenant will pay the amount underpaid to Landlord within 30 days of Notice of the underpayment. If the annual statement indicates that Tenant overpaid

Additional Rent for the preceding year, then Tenant may credit the amount of the overpayment against the next installment(s) of Rent or, if insufficient installments remain, then Landlord will pay the amount overpaid to Tenant upon delivery of the annual statement. Tenant will have the right to audit Additional

Rent charged to Tenant upon 30 days’ Notice to Landlord. If the audit reveals an overpayment, then

Landlord will pay the amount of the overpayment to Tenant within 30 days of Notice of the overpayment.

Any such audit by Tenant will be at Tenant’s expense unless the audit reveals an overpayment of at least

5%, whereupon the audit will be at Landlord’s expense and Landlord will reimburse the costs of the audit to Tenant together with the reimbursement of the overpayment.

(c) As used in this Lease:

(i) “Tenant’s Share” means the percentage specified in the Essential Terms as Tenant’s proportionate share of Property Taxes, Property Insurance, and Common Expenses.

(ii) “Property Taxes” means ad valorem real estate taxes, general and special assessments, and similar governmental charges levied against the Property, excluding income and franchise taxes.

(iii) “Property Insurance” means insurance premiums paid by Landlord for insurance policies providing fire, casualty, general liability, and property damage coverage benefiting the

Property.

(iv) “Common Expenses” means costs paid by Landlord in connection with operation and maintenance of the Property, but excluding: any costs included in Base Rent pursuant to the

Essential Terms; general corporate overhead; general administrative expenses; costs associated with the purchase, sale, or financing of the Property; depreciation or amortization charges; leasing costs; brokerage commissions; accounting and legal fees; advertising costs; tenant concessions; and any amounts paid to Landlord by another person, so that Landlord does not recover any cost more than once.

Section 4.03 Interest on Late Payments. If Tenant fails to pay the Rent within five (5) days of when due more than one time in a calendar year, the unpaid sum will bear interest from the date due until paid at a rate of the lesser of: (a) 12% per annum; or (b) the legal rate of interest that may be charged by law.

ARTICLE 5. TAXES

Section 5.01 Real Estate Taxes. Landlord shall pay, prior to delinquency, all real property taxes, public charges, and assessments assessed or imposed upon the Premises. Except as otherwise provided in the

Essential Terms, Tenant will not be obligated to reimburse Landlord for any taxes.

Section 5.02 Sales Tax. Tenant is exempt from sales tax and will provide a certificate evidencing such exemption on Landlord’s request. Tenant’s Tax-Exempt Certificate is set forth in the Essential Terms.

ARTICLE 6. SERVICES

Section 6.01 Utilities. Except as otherwise provided in the Essential Terms, Landlord shall pay all charges for water (hot and cold), sewer, electricity, gas, telephone, Internet, and other utilities (including

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heating, ventilation, and air-conditioning service) supplied to the Premises. Landlord shall make all the forgoing utilities available to the Premises at all times during the Term. To the extent Tenant directly procures any telecommunications services, Landlord shall grant Tenant reasonable access to data closets, conduits, and other facilities to the extent needed for Tenant to bring such services to the Premises. If any utility is disrupted to such an extent that Tenant cannot, in its reasonable discretion, operate for business for a period of more than 48 hours, the Rent payable under this Lease will abate during the remaining period of disruption.

Section 6.02 Janitorial and Related Services. Except as otherwise provided in the Essential Terms, Landlord shall furnish janitorial services for general cleaning of the Premises, trash removal services and pest control services so as to keep the Premises in clean and safe condition and free from any infestation.

Landlord shall promptly repair any damage to the Premises arising from any pest infestation. Tenant shall procure any other services it desires at the Premises.

Section 6.03 Parking. Landlord shall provide and maintain parking sufficient to service the Building and in compliance with applicable law. Without limiting the foregoing, Landlord shall provide at least the number of unreserved, self-park, illuminated parking spaces specified in the Essential Terms on a paved parking area adjacent to the Building for the use of Tenant’s agents, invitees, and licensees.

ARTICLE 7. USE RESTRICTIONS

Section 7.01 Access. Subject to reasonable, uniformly applied security requirements imposed by

Landlord from time to time, Tenant will have access to the Premises, Common Areas, and the parking areas

24 hours per day during the Term.

Section 7.02 Permitted Use. Tenant shall use and occupy the Premises solely for the Permitted Use set forth in the Essential Terms. Except as otherwise set forth in the Essential Terms, Tenant may conduct its operations at any time during any day during the Term.

Section 7.03 Occupancy Regulations. Tenant will:

(a) use the plumbing facilities only for the purpose for which they were constructed;

(b) comply with laws applicable to Tenant’s use and occupancy of the Premises, including permitting and license requirements;

(c) use only such electrical appliances as will not overload the electrical service of the

Premises;

(d) abide by the capacity limits of the structure of the Premises;

(e) use passageways and sidewalks only for ingress and egress (and will not obstruct the same);

and

(f) not conduct its operations in a manner that creates a nuisance or that increases the cost of or invalidates any policy of insurance carried on the Building.

However, Tenant will not be obligated to make any alterations to the Premises to satisfy the foregoing requirements. Landlord, at its sole expense, is responsible for ensuring the Premises and other portions of the Property are maintained in compliance with all local health, building, and safety codes and inspection

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requirements, and Landlord will expeditiously commence and complete any alterations to the Premises required by the same.

Section 7.04 Hazardous Materials. Tenant will not use, generate, release, store, or dispose of

Hazardous Materials in or about the Premises, except those customarily utilized in connection with Tenant’s operations that are used in compliance with applicable law. Tenant is not responsible for Hazardous

Materials generated, used, released, stored, or disposed of by any other person. This Section 7.04 will survive expiration of the Term or earlier termination of this Lease. For the purposes of this Lease, “Hazardous Materials” means substances that pose a risk to health, safety, property, or the environment and that are regulated under federal law or by the laws of the state or municipality in which the Premises are located, including asbestos, radioactive materials, and petroleum-related products.

ARTICLE 8. MAINTENANCE

Section 8.01 Tenant’s Responsibilities. Subject to Landlord’s obligation to provide services under

Article 6, if any, Tenant shall keep the interior, non-structural portions of the Premises, including interior doors and window coverings, in good condition and repair, ordinary wear and tear excepted. For clarity, Tenant will not be obligated to replace any elements of the Premises that cannot be repaired. All repairs made by Tenant must be at least equivalent in quality to the original work and must be completed in compliance with applicable law.

Section 8.02 Landlord’s Responsibilities. At Landlord’s expense, Landlord shall maintain, repair, and replace (as needed) all other portions of the Property, including the Premises, that are not Tenant’s responsibility under Section 8.01, including the roof, foundations, floor slabs, columns, walls, utility lines, wires, pipes, gutters, downspouts, subfloors, HVAC and other systems, parking lot, driveways, sidewalks, and landscaping, so as to keep the same in good condition and repair throughout the Term of this Lease, ordinary wear and tear excepted. All repairs and replacements made by Landlord must be equal or better in quality to the originals thereof and must be completed in compliance with applicable law. Landlord shall expeditiously commence and complete all repairs and replacements required by the terms of this Lease.

ARTICLE 9. SIGNS, FIXTURES AND ALTERATIONS

Section 9.01 Signs. Subject to Landlord’s signage criteria and applicable law, Tenant may install, at its own expense, signage identifying Tenant on and about the Premises. [Tenant’s signs will have the dimensions and designs shown on Exhibit D attached hereto.] If Landlord maintains a directory or monument sign for the Building, Landlord shall include Tenant’s name on the directory and monument sign. Upon expiration of the Term or earlier termination of this Lease, Tenant shall remove all its signs and repair any damage caused by such removal.

Section 9.02 Trade Fixtures. All trade fixtures installed by Tenant in the Premises are the property of

Tenant. Tenant shall remove its trade fixtures and repair damage caused by such removal upon expiration of the Term or earlier termination of this Lease. If Tenant fails to timely remove its trade fixtures, such trade fixtures will be deemed abandoned and will become the property of Landlord. However, lighting, heating and air conditioning equipment, plumbing and electrical systems and fixtures, and floor coverings will not be deemed to be trade fixtures and must remain on the Premises without any compensation to Tenant.

Section 9.03 Alterations. Other than the improvements described in Section 2.03 of this Lease, Tenant may not make any alterations or improvements to the Premises that are structural or that cost more than

$20,000.00 without Landlord’s prior consent. Tenant will cause all alterations to be performed in a good and workmanlike manner by licensed contractors. If requested by Landlord, Tenant will submit to Landlord plans and specifications for the proposed work and an estimate of the anticipated cost thereof. Landlord

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may impose reasonable conditions on Tenant’s work with respect to permits, insurance, waivers, and releases of mechanic’s liens. Except as otherwise agreed by the Parties, any alterations or improvements made by Tenant will become the property of Landlord and must remain on the Premises upon expiration of the Term or earlier termination of this Lease.

Section 9.04 Mechanic’s Liens. NOTICE IS HEREBY GIVEN THAT LANDLORD IS NOT AND

SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES, OR MATERIALS FURNISHED OR TO BE

FURNISHED TO TENANT OR TO ANYONE HOLDING THE PREMISES, AND THAT NO

CONSTRUCTION OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES, OR MATERIALS MAY

ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES OR THE PROPERTY.

Nothing in this Lease may be construed as Landlord’s consent to the performance by any contractor, subcontractor, laborer, or materialman of any labor or services or for the furnishing of any materials for construction at the Premises. Tenant will not permit any lien from a contractor, mechanic, laborer, or supplier to be filed against the Premises. If any such lien is filed, then Tenant will cause the lien to be removed or bonded and discharged of record within 30 days after notice of the filing thereof. If Tenant elects to bond over and contest the lien, Tenant will prosecute the proceedings with due diligence. If Tenant fails to timely discharge or bond the lien, Landlord may, after Notice to Tenant, remove or discharge the lien by paying the full amount thereof without any investigation and Tenant shall pay to Landlord on demand as Additional Rent the amount paid by Landlord, including Landlord’s reasonable attorneys’ fees.

ARTICLE 10. INSURANCE

Section 10.01 Tenant’s Insurance. During the Term, Tenant shall maintain, at its expense, in reasonable and customary amounts of coverage, (a) commercial general liability insurance, (b) any desired property insurance for its fixtures, equipment, and other personal property kept on the Premises, and (c) workers’ compensation insurance as required by applicable law. Tenant shall provide to Landlord copies of certificates evidencing such insurance coverage at Landlord’s request.

Section 10.02 Landlord’s Insurance. During the Term, Landlord shall maintain (a) fire and extended coverage insurance covering the Property, including the Premises, and (b) commercial general liability insurance in reasonable and customary amounts of coverage that a prudent landlord of a building of comparable size, age, and location would carry. Landlord shall name Tenant as additional insured on the commercial general liability insurance and provide Tenant with evidence confirming that Landlord has done so.

ARTICLE 11. CASUALTY OR CONDEMNATION

Section 11.01 Casualty Damage. If any portion of the Property, including the Premises, is damaged by fire or other casualty, then Landlord shall within 45 days of the casualty provide Tenant with Notice of whether Landlord elects to restore the Property and, if so, the estimated time in which the damage to the

Property will be repaired (the “Restoration Period”). If Landlord elects not to restore the Property or fails to timely provide Tenant with Notice of its election, then this Lease will terminate effective as of the date of the casualty and the Rent will be prorated as of that date. If Landlord elects to restore the Property and

(a) the damage substantially interferes with Tenant’s ability, in its reasonable judgment, to conduct its business, or (b) the Restoration Period is too long, as determined by Tenant in its reasonable judgment, then

Tenant may, within 30 days after receipt of Landlord’s Notice, terminate this Lease effective as of the date of the casualty and the Rent will be prorated as of that date. If Landlord elects to restore the Property but

Tenant does not exercise its termination right, then Landlord shall promptly commence the restoration and proceed with all due diligence within the Restoration Period to restore the damaged areas to substantially the same condition in which they were in immediately prior to the occurrence of the casualty. The Rent will abate while and to the extent that Tenant cannot, in its reasonable judgment, conduct its business from the

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Premises due to the casualty or restoration activities. Landlord will not be obligated to restore trade fixtures or other personal property of Tenant.

Section 11.02 Condemnation. If by any lawful authority or under the power of eminent domain or by conveyance in lieu of condemnation (each, a “Taking”): (a) the entire Premises are taken; (b) a portion of the Premises is taken such that the remainder of the Premises are not, in Tenant’s reasonable judgment, fit for Tenant to carry on its business therein; (c) another portion of the Property is taken that, in Tenant’s reasonable judgment, materially impairs Tenant’s operations in, access to, or parking for Premises, then in any such event, Tenant may terminate this Lease by Notice to Landlord, effective as of the date of the

Taking, and the Rent will be prorated as of that date. If Tenant does not exercise its termination right, then, commencing with the date of the Taking: this Lease will terminate as to the portion of the Premises taken;

the Rent will be proportionately reduced to reflect any reduction in the Premises; and Landlord will restore the Premises, at Landlord’s sole expense, to a complete architectural unit. During such restoration, the Rent will abate to the extent that Tenant cannot use the Premises. All compensation awarded for any Taking of the Property will belong to Landlord, but Tenant may prosecute a claim directly against the condemning authority for such items as its relocation costs, its unamortized leasehold improvements, and loss of business if doing so will not diminish Landlord’s award from the condemning authority.

ARTICLE 12. ASSIGNMENT, SUBORDINATION, AND ESTOPPEL CERTIFICATES

Section 12.01 Assignment and Subletting. Upon Notice to Landlord, Tenant may sublet all or any part of the Premises to any entity that is affiliated with Tenant, but Tenant shall not otherwise assign this Lease nor sublet all or any part of the Premises without the prior consent of Landlord, not to be unreasonably withheld, conditioned, or delayed. For the purposes of this Section 12.01, any mortgage, transfer, or encumbrance of this Lease will be deemed an assignment. Consent by Landlord to any assignment or subletting will not waive the need for consent to any subsequent assignment or subletting. If the Premises are occupied by anyone other than Tenant, Landlord may collect rent from such occupant and apply the amount collected to the Rent reserved under this Lease, but accepting such rent will not be deemed a consent to any such occupancy.

Section 12.02 Subordination. This Lease will be subject and subordinate to any mortgage affecting the

Premises if, and only if, the holder of the mortgage provides Tenant with a non-disturbance agreement on terms reasonably acceptable to Tenant. If any mortgagee so requests, Tenant will execute, acknowledge, and deliver an agreement confirming subordination of this Lease, provided that any such agreement also contains non-disturbance language satisfactory to Tenant.

Section 12.03 Attornment. If any mortgage is foreclosed or a conveyance in lieu of foreclosure is made with respect to the Premises, Tenant shall attorn to and become the tenant of Landlord’s successor in interest at the option of such successor in interest. However, the person who acquires title to the Premises because of foreclosure will not be: (a) liable for any default by Landlord; or (b) liable for any payment of Rent made more than 60 days before the due date of such installment.

Section 12.04 Estoppel Certificates. Within 20 days after request therefor, (a) Tenant agrees to deliver a certificate in the form attached as Exhibit E to Landlord, and (b) Landlord agrees to deliver a certificate to

Tenant certifying: that this Lease is unmodified and in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Landlord; that neither Party is in default hereunder, or stating any alleged default; and such other information as may be reasonably requested.

ARTICLE 13. DEFAULT AND REMEDIES

Section 13.01 Tenant Default. Tenant will be deemed to be in default under this Lease if:

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(a) Tenant fails to pay when due any installment of Rent or any other sum payable by Tenant under this Lease, and the failure continues for more than five business days after receipt of Notice from

Landlord of the nonpayment; or

(b) Tenant fails to perform any other obligation of Tenant under this Lease, and such failure continues for a period of 30 days after receipt of Notice from Landlord describing the failure with particularity; provided, however, if a cure cannot be effected within such 30-day period, Tenant will have such additional time as is reasonably necessary to effect such cure, and Tenant will not be deemed to be in default under this Lease unless Tenant fails to commence the cure within 30 days after Notice of the failure to perform and thereafter diligently pursue the same to completion.

Section 13.02 Landlord Remedies. Upon the occurrence of an event of default by Tenant under Section

13.01, Landlord may: (a) with or without terminating this Lease, terminate Tenant’s possession of the

Premises by Notice to Tenant and remove Tenant and take possession of the Premises in accordance with applicable law governing such repossession; (b) hold Tenant liable for all Rent that has accrued and remains unpaid through the date of termination, while reserving the right to seek any remaining installments of Rent that otherwise would have been payable by Tenant to Landlord for the balance of the Term, less any amount that Landlord receives from re-letting the Premises after deduction of Landlord’s actual and reasonable reletting costs; or (c) pursue other rights and remedies available to Landlord at law or in equity. All

Landlord’s remedies are cumulative and concurrent. Landlord shall use reasonable efforts to mitigate damages on account of any default by Tenant. Neither Tenant’s payment of an amount less than a sum due nor Tenant’s endorsement or statement on any check or letter accompanying such payment will be deemed an accord and satisfaction. A surrender must be agreed to in writing and signed by both Parties.

Section 13.03 Landlord Default. Landlord will be deemed to be in default under this Lease if Landlord fails to perform any obligation of Landlord under this Lease, and such failure continues for a period of 30 days after receipt of Notice from Tenant describing the failure with particularity; provided, however, if a cure cannot be effected within such 30-day period, Landlord will have such additional time as is reasonably necessary to effect such cure, and Landlord will not be deemed to be in default under this Lease unless

Landlord fails to commence the cure within 30 days after Notice of the failure to perform and thereafter diligently pursue the same to completion.

Section 13.04 Tenant Remedies. Upon the occurrence of an event of default by Landlord under Section

13.03, Tenant may: (a) terminate this Lease by Notice to Landlord, whereupon Tenant will have no further obligations under this Lease; (b) hold Landlord liable for all damages arising from Landlord’s event of default; or (c) pursue other rights and remedies available to Tenant at law or in equity. All Tenant’s remedies are cumulative and concurrent.

Section 13.05 No Waiver. Any law, usage, or custom to the contrary notwithstanding, each Party will have the right to strictly enforce all terms and conditions of this Lease. A Party’s delay or failure to exercise any of such Party’s rights or remedies will not constitute a waiver of any such rights or remedies. No Party will be deemed to have waived any default unless such waiver expressly is set forth in an instrument signed by such Party, and then only to the extent specified in the waiver.

ARTICLE 14. END OF TERM

Section 14.01 Condition on Surrender. At the expiration of the Term or earlier termination of this Lease, subject to Article 9, Tenant shall peaceably surrender the Premises, broom clean, ordinary wear and tear and casualty damage excepted. Tenant shall also return all keys for the Premises to Landlord at the place then fixed for the payment of Rent. This Section 14.01 will survive expiration of the Term or earlier termination of this Lease.

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Section 14.02 Holdover. No holding over by Tenant after expiration of the Term or earlier termination of this Lease will extend the Term. Any holding over with Landlord’s consent will be construed as a month-to-month tenancy. If Tenant holds over, then: (a) Tenant shall pay to Landlord for each month during which

Tenant holds over the Premises 125% of the Base Rent payable during the final full month of the Term plus any Additional Rent; and (b) Tenant’s occupancy will otherwise be on the terms and conditions of this

Lease. The acceptance by Landlord of any holdover rent will not preclude Landlord from exercising any other rights under this Lease or at law.

ARTICLE 15. ACCESS BY LANDLORD

Section 15.01 Right of Entry. With prior Notice to Tenant (except in the case of an emergency), Landlord and its agents may enter the Premises to: (a) inspect the Premises; (b) supply any service to the Premises;

(c) show the Premises to prospective purchasers and lenders; (d) show the Premises to prospective tenants during the final 90 days of the Term; and (e) alter or repair the Premises. In the event of an emergency, if

Tenant is not present to permit entry to the Premises, then Landlord or its agents may enter the Premises by a master key or forcible entry. However, Landlord’s right of entry under this Section 15.01 does not entitle

Landlord to access any of Tenant’s files, including electronic records, or to otherwise access areas of the

Premises restricted due to privacy laws. Landlord shall use its best efforts not to disrupt the operation of

Tenant’s business during any entry.

Section 15.02 Quiet Enjoyment. Landlord warrants that if Tenant pays Rent and performs all the covenants of the Lease to be performed by Tenant, then, during the Term, Tenant will freely, peaceably, and quietly occupy and enjoy the full possession of the Premises, together with all appurtenances and all other rights and privileges herein granted, without hindrance or interruption by Landlord or any other person.

ARTICLE 16. MISCELLANEOUS PROVISIONS

Section 16.01 Notices. All notices and other communications required or permitted under this Lease

(each, a “Notice”) must be in writing. Notices will be deemed given: (a) the date delivered by hand; (b) the date delivered by a nationally recognized courier, with proof of delivery; (c) three days after the date mailed by First Class U.S. Mail, certified and return receipt requested; or (d) the date delivered by email, if sent before 5:00 p.m. Eastern Time on a business day for the University of Florida, or on the next following business day, if sent on a day other than a business day, provided that a confirming copy of the email notice must also be sent using one of the methods described in clauses (a) through (c) unless otherwise expressly specified that email alone is sufficient. All Notices must be served on the respective Parties at the addresses set forth in the Essential Terms. A Party’s address may be changed by Notice to the other Party; provided, however, that no Notice of a change of address will be effective until actual receipt of such Notice. If

Landlord or any mortgagee so requests of Tenant, Tenant shall send such mortgagee a copy of any Notice thereafter sent to Landlord.

Section 16.02 Entire Agreement; Amendments. This Lease, including the attached exhibits, which are incorporated herein by this reference, embodies the entire agreement between the Parties with respect to the Premises and supersedes all prior agreements between the Parties with respect to the Premises. This

Lease may be amended or supplemented only by an instrument in writing executed by the Parties.

Section 16.03 Invalidity; Waiver. If any provision of this Lease is held to be invalid, then (a) such provision will be construed by modifying it so as to be enforceable and to otherwise give effect to the intent of the Parties, and (b) the remainder of this Agreement will remain valid and operative. No waiver by any

Party of any provision of this Lease will be effective unless set forth in writing and signed by such Party. A

Party’s failure to enforce any provision of this Agreement against the other Party will not be deemed to be a waiver of such Party’s right to enforce the same or any other provision against the other Party in the future.

REV 09.25 12

Section 16.04 Binding Effect; No Third-Party Beneficiary. This Lease is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. This Lease is not intended to give any rights to any person as a third-party beneficiary.

Section 16.05 Governing Law; Forum. This Lease is governed by the substantive laws of the State of

Florida. Any claim arising in connection with this Lease must be brought and maintained in a state or federal court of competent jurisdiction sitting in the appropriate judicial district where the Premises are located, and the Parties agree to submit to the personal jurisdiction of such court.

Section 16.06 Landlord Consent. Unless otherwise expressly stated herein, whenever Landlord’s consent is required under this Lease, such consent will not be unreasonably withheld, conditioned, or delayed.

Section 16.07 Force Majeure. Whenever a day is appointed herein on which, or a period of time is appointed within which, either Party is required to do anything, the time to do so will be extended by a period of time equal to the number of days on or during which such Party is prevented from doing so because of strikes, lock-outs, embargoes, unavailability of labor or materials, wars or other violence, civil disorder, disease, declaration of national emergencies, acts of God, or other causes beyond such Party’s reasonable control.

Section 16.08 Recording. Neither Party will record this Lease without the prior consent of the other Party.

Each Party agrees that, at the request and expense of the requesting Party, the other Party will execute and deliver a memorandum of lease in the form attached as Exhibit F.

Section 16.09 Radon Gas Statutory Notice. 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 buildings in

Florida. Additional information regarding radon and radon testing may be obtained from your county health department.

Section 16.10 No Brokers. Except for any agents listed in the Essential Terms, which shall be paid by

Landlord, each Party represents to the other Party that it has not employed or dealt with any broker, agent or finder in connection with this Lease.

Section 16.11 Termination for Lack of State Funding. In accordance with Section 255.2502, Florida

Statutes, Tenant’s performance and obligation to pay under this Lease is contingent upon an annual appropriation by the Florida Legislature. In the event the Florida Legislature does not appropriate funds in a sufficient amount for Tenant to perform its obligations hereunder, Tenant may terminate this Lease upon

Notice to Landlord.

Section 16.12 Liability; Sovereign Immunity. Each Party agrees to be fully responsible for, and assumes all risks related to, its acts or omissions, and its agents’ acts or omissions when acting within the scope of employment or agency and agrees to be liable for any property damage or personal injury resulting from said acts or omissions. Nothing in this Agreement, including the foregoing, may be deemed as the consent of Tenant or the State of Florida or their agents and agencies to be sued, a waiver of either Tenant’s or the

State of Florida’s sovereign immunity or of any limitation of liability beyond the limited waiver provided in section 768.28, Florida Statutes, or a waiver by Tenant or the State of Florida of any remedy or defense available under the laws of the State of Florida. Nothing in this Lease will inure to the benefit of any third party person for the purpose of allowing a claim that would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

REV 09.25 13

Section 16.13 Public Records. This Lease is subject to the public records law of the State of Florida, including Chapter 119, Florida Statutes. Landlord acknowledges that all information kept or obtained by

Tenant, or furnished by Landlord to Tenant, in connection with this Lease, and all related records, are public records subject to inspection and copying by members of the public pursuant to applicable public records law, including Chapter 119, Florida Statutes. Tenant may terminate this Lease at any time for Landlord’s refusal to allow such public inspection.

Section 16.14 Construction. The language of this Lease will be construed simply, as a whole, in accordance with its fair meaning, and not strictly for or against either Party. The Parties acknowledge that this Lease has been prepared jointly by the Parties and has been the subject of arm’s length and careful negotiation, that each Party has been given the opportunity to independently review this Agreement with legal counsel, and that each Party has the requisite experience and sophistication to understand, interpret, and agree to the provisions hereof. Nonetheless, the Parties intend that the State of Florida receive the benefit in the interpretation of this Lease, regardless of the normal judicial rules of contract construction even if the interpretation of this Lease will cost Landlord more money and time. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Lease, this Lease will not be construed against the Party preparing.

Section 16.15 Interpretation. The headings contained in this Lease are for convenience only and may not be held to explain or modify the meaning of the provisions of this Lease. For purposes of this Lease:

(a) the words “hereof” and “herein” and words of similar import refer to this Lease as a whole and not to any particular provision of this Lease; (b) references to “Sections” without an additional reference refer to the designated provisions of this Lease; (c) the words “include” or “including” are deemed to be followed by the words “without limitation”; (d) “or” is to be construed in the inclusive sense of “and/or”; (e) the word “shall” imposes a mandatory obligation on the Party to which it refers; and (f) the word “person” is deemed to include individuals, partnerships, firms, associations, limited liability companies, corporations, and any other form of business entity.

Section 16.16 Counterparts. This Lease may be executed in any number of counterparts, each of which will be deemed to be an original, and all such counterparts will constitute one Lease. To facilitate execution of this Lease, the Parties may execute and exchange counterpart signature pages of this Lease by electronic signature or e-mail.

[Signature page follows]

REV 09.25 Signature Page to Lease Agreement

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

LANDLORD:

[LANDLORD NAME],

a[n] [JURISDICTION AND TYPE]

By:

Name:

Title:

TENANT:

FLORIDA CLINICAL PRACTICE ASSOCIATION, INC.,

a Florida not for profit corporation

REV 09.25 A-1

EXHIBIT A

PREMISES

[Insert.]

REV 09.25 B-1

EXHIBIT B

INITIAL IMPROVEMENTS

[Insert, including a description of the Party responsible for completing the same, procedures for plan approvals, and the construction schedule.]

SAMPLE:

Landlord’s Work:

Landlord will complete the following at its sole expense by the date set forth in the Essential Terms.

Delivery of the Premises to Tenant will not be deemed to have occurred until Landlord has delivered exclusive possession of the Premises to Tenant with Landlord’s Work Substantially Completed (as defined below).

Landlord’s Work consists of the following items:

1. [***]

Landlord’s Work must also be completed in accordance with the following conditions:

1. Landlord shall deliver all specifications and drawings, as well as any contracts proposed to be entered into by Landlord with respect to Landlord’s Work, to Tenant for review and approval.

Tenant will have 30 days after receipt to provide comments to any such specifications, drawings and contracts. If Tenant has any comments, the Parties will cooperate in good faith to resolve the comments before entry into any contracts and performance of the applicable portions of Landlord’s

Work. No specifications, drawings, or contracts may be altered without Tenant’s prior written approval.

2. Landlord shall cause its general contractor to obtain all applicable building permits for construction of Landlord’s Work. Landlord shall ensure Landlord’s Work is performed in in a good and workmanlike manner and in compliance with all permits, applicable law, and Tenant’s construction and design standards.

3. Landlord will coordinate with Tenant’s general contractor and architect, if any, on regular

(not less than weekly) inspections of Landlord’s Work.

4. When Landlord determines that Substantial Completion of Landlord’s Work has occurred, Landlord shall notify Tenant thereof in writing. Tenant and Landlord will thereafter conduct a joint walk-through of the Premises at a mutually convenient date and time to review Landlord’s Work.

After the walk-through, Tenant and Landlord will prepare a list of punch list items (i.e., minor corrections to Landlord’s Work that do not interfere with Tenant’s use or occupancy of the

Premises), and Landlord shall complete the punch list items within 60 days after the joint walk-through. In the event of any dispute as to whether Substantial Completion of Landlord’s Work has occurred, the decision of Tenant’s general contractor or architect, if any, shall be final and binding on the Parties. The Parties will conduct such additional inspections as may be required to confirm

Substantial Completion and the punch list items and completion of the same. “Substantial

Completion” of Landlord’s Work will be deemed to have occurred on the date that Landlord completes Landlord’s Work in accordance with this Exhibit B (other than punch list items approved by Tenant) and obtains and delivers to Tenant a permanent or temporary certificate of occupancy with respect to the Premises, except to the extent the certificate cannot be obtained by reason of the incompletion of Tenant’s Work.

Tenant’s Work:

REV 09.25 B-2

Following Substantial Completion of Landlord’s Work and delivery of possession of the Premises to Tenant, Tenant will complete the following at its sole expense. Landlord shall allow Tenant and its contractors access to the Premises as soon as practicable following execution of the Lease, but in any event upon

Substantial Completion of Landlord’s Work, to permit Tenant to complete Tenant’s Work in accordance with this Exhibit B.

In connection with any such entry, Tenant acknowledges that its contractors must fully cooperate with and not materially interfere with Landlord’s or Landlord’s contractors’ performance of Landlord’s Work. If

Tenant’s contractors interfere with performance of Landlord’s Work and Tenant fails to institute and maintain reasonable corrective actions, then Landlord may revoke Tenant’s early entry rights until

Substantial Completion of Landlord’s Work. Tenant acknowledges and agrees that early entry into the

Premises is deemed to be subject to all the terms and conditions of the Lease, excluding the covenant to pay Rent.

Tenant’s Work consists of such interior finishes as Tenant may desire for its operations in the Premises, including interior walls, soundproofing and insulation, cabinetry, interior doors, interior drywall and wall and ceiling coverings, flooring, window coverings, and related fixtures and equipment. Tenant will also be responsible for installing any interior plumbing, cabling, conduits, and wiring. Tenant will cause its contractor to maintain builder’s risk and general liability insurance during the performance of Tenant’s

Work.

Tenant Improvement Allowance:

[Insert, including conditions for payment.] If the entire Tenant Improvement Allowance is not expended on the Initial Improvements, then Tenant may apply the Tenant Improvement Allowance to additional improvements completed from time to time during the Term pursuant to Section 9.03 of the Lease.

REV 09.25 C-1

EXHIBIT C

LEASE COMMENCEMENT AGREEMENT

THIS COMMENCEMENT DATE AGREEMENT (this “Agreement”) dated __________ is entered into by and between [LANDLORD NAME], a[n] [JURISDICTION AND TYPE] (“Landlord”) and FLORIDA

CLINICAL PRACTICE ASSOCIATION, INC., a Florida not for profit…