LEASE AGREEMENT This Lease, dated the day o f ocw' 20 | > , between Sorrento I I L L C , a Mississippi limited Hability company,

hereinafter called Landlord, and Jackson State University, a Mississippi Institution of Higher Learning, hereinafter called Tenant. WITNESSETH ARTICLE I PREMISES TERM & USE 1.01. The Landlord leases to Tenant the premises containing approximately 8600 rentable square feet (RSF) (hereinafter called the "Premises"), as shown on the floor plan attached hereto as Exhibit A, located on the first floor of the Building located at 382 Galleria Parkway (hereinafter called the "Building"). (Rentable square feet shall be defined as usable square feet, per B O M A standards, plus a 13.31% pro rata share for centralized Building common areas.) Tenant may measure the Premises following the Commencement Date (as defmed below); otherwise, the Rentable Area set forth herein shall be Landlord's final measurement o f the Premises. Landlord's final measurement shall be binding upon Tenant, unless Tenant notifies Landlord o f any actual error therein within thirty (30) days after the Commencement Date. I n such event, an independent, third-party architect selected by Tenant shall certify the usable and rentable square footage o f the Premises and the rentable square footage o f the Biulding. The cost of such third-party architectural services shall be paid for by Tenant. However, i f the third-party architect determines that the actual rentable square footage o f the Premises is 5% less than the rentable square footage measurement of the Premises provided by the Landlord, the cost o f the third-party architectural services shall be paid for by Landlord. The term o f this lease shall be one-hundred and twenty (120) months commencing on February 1, 2013, based on a signed lease February 1, 2013. The actual date o f commencement shall be hereinafter referred to as the Commencement Date. A t such time as the Commencement Date shall have been established. Landlord and Tenant shall execute a memorandum confirming said date, as set forth in Exhibit B attached hereto and, upon execution, shall be deemed incorporated herein by reference. 1.02. Tenant, upon one hundred and twenty (120) days advance written notice to Landlord, shall have the right to renew the lease for two successive periods of five (5) years each at a rental rate that is 95% o f the Fair Market Rent which shall be based on similar class "A" office space on Highland Colony Parkway & Galleria Parkway with like-kind size, and office construction tj'pe. Any dispute over the Fair Market Rent shall be mediated. Such mediation shall be non-binding, and Tenant shall be allowed to reject such rental rate for any renewal period, with the result o f such rej ection being a forfeiture o f its option, unless the parties come to a mutual agreement as to the rental rate for any renewal period. I f the rental for the renewal rate is not accepted by Tenant, then this Agreement shall terminate as o f the end o f its original 10year term.

Parkway Deveiopment-RAA.JSU.rev.

1.03. Tenant shall have an ongoing right o f first refusal on all space that becomes available in the Building, second only to the existing rights of any current tenants. Tenant shall notify Landlord o f its election to lease any such space within ten (10) business days o f Landlord's notification o f such space being available. ARTICLE I I RENTAL 2.01. In consideration for this Lease, Tenant promises to pay Landlord at the office o f Landlord in lawful money o f the United States, a rental o f the following schedule: Year Year Year Year Year Year Year Year Year Year 1- S 16.50 per R S F annuaUy (total per year of 141,900) 2- S 16.75 per R S F annuaUy* (144,050) 3- S 17.00 per R S F annually * (146,200) 4- $ 17.25 per R S F annually * (148,350) 5- $ 17.51 per R S F annuaUy * (150,586) 6- $ 17.78 per R S F annually * (152,908) 7- S 18.04 per R S F annually * (155,144) 8- S 18.31 per R S F annually * (157,466) 9- S 18.59 per R S F annually * (159,874) 10- S 18.87 per R S F annuaUy *(162,282)

* = Each year following Year 1, the price per R S F increases by a 1.5% escalation over the prior year. Rent over the ten year term totals approximately $1,518,760. Rental paj-inents are to be made in monthly installments using the following schedule: $ _11,825 per month begmnmg Feb. 1st, 2013, through Jan. 31, 2014 $ _12,004.17 per month beginning Feb. 1st, 2014, through Jan. 31,2015 $ _12,183.33 per month beginning Feb. 1st, 2015, through Jan. 31,2016 $ 12,362.50 per month beginning Feb. 1st, 2016, through Jan. 31,2017 $ _12,548.83 per month beginnmg Feb. 1st, 2017, through Jan. 31,2018 $ _12,742.33 per month beginning Feb. 1st, 2018, through Jan. 31,2019 $ 12,928.67 per month beginning Feb. 1st, 2019, through Jan. 31,2020 $ _13,122.17 per month beginning Feb. 1st, 2020, through Jan. 31,2021 $ _13322.83 per month beginning Feb. 1st, 2021, through Jan. 31,2022 S _13,523.50 per month beginning Feb. 1st, 2022, through , Jan. 31, 2023 Under no circumstances shall Tenant be required to pay rent for any occupancy o f the Premises by Tenant prior to substantial completion and/or Certificate o f Occupancy receipt. A l l monthly installments o f rent are due in advance on the fnst day o f each month. Tenant agrees to pay a late charge o f one and a half percent (1.5%) o f the monthly rent i n the event that a rental payment is not timely made, so that such late fee shall be applied consistently with the mandates of Miss.Code Section 31-7-305.

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2.02. For purposes o f this Lease and the calculation o f Tenant's pro rata share of operating expenses, the following definitions shall apply: "Base Year" shall mean the calendar year 2013. "Expense Year" shall mean each successive calendar year following the Base Year. "Landlord's Statemenf shall mean a statement furnished by Landlord to Tenant containing a computation or information relating to any Additional Rent asserted by Landlord to be due pursuant to the provisions o f this Lease, and containing back up data reasonably sufficient for Tenant to verify the accuracy of such Statement. "Tenant's Proportionate Share'* shall be 5.9%, based on approximately 8,600 rentable square feet in the Premises compared to the total rentable square footage of approxknately 145,600 in the Building. I f either o f these figures shall vary during the Term, Tenant's Proportionate Share shall be appropriately adjusted. "Operating Expenses" shall mean: (a) Utilities including the cost of purchasing electricity, water, and gas, other than extraordinary quantities for which tenants are charged i n addition to rental. Labor including the sum of all wages, salaries, compensation and prices paid all persons including contractors, engaged in the general maintenance and operation o f the entire Building.

(b)

2.03. "Operating Expenses" shall not include any o f the following: (a) depreciation and amortization on the Building or equipment therein, except as specifically provided herein; interest on and amortization o f mortgages and other debts; the cost o f tenant improvements made for tenants o f the Building, including permit, license and mspection fees; financing or refinancing costs; the cost o f any work or services performed for any tenants of the Building to the extent that such work or services are in excess of the work or services which Landlord is required to furnish to a tenant under this Lease without additional charge with such tenant; 3
Parkway Development-RAA.JSU.rev.

(b) (c)

(d) (e)

(f)

costs and expenses incurred in connection with enforcement leases, including court costs and attorney's fees and disbursements i n actions against any tenant; costs and expenses incurred in connection with procuring tenants, including lease concessions, lease takeover or rental assiamptions and legal fees in connection with lease negotiations; attomey's fees and distributions and other costs i n connection with any judgment, settlement or arbitration award resulting from any tort liability of Landlord; any costs, fines or penahies incurred due to violations by Landlord o f any governmental rule or authority; salaries and benefits for Landlord's executives above the grade o f Building manager/Director; any ground lease rental; costs incurred by Landlord for the repair o f damage to the Building to the extent that the Landlord is entitled to be reimbursed by the insurance proceeds or would have been had Landlord carried the insurance a prudent landlord or similar property would have carried; funds paid to Landlord or to affiliates of Landlord for any services i n the Building to the extent the cost of such service exceeds the costs o f such services rendered by unaffiliated third parties on a competitive basis; advertising and promotional expenses; franchise, rental gains, estate and/or income taxes imposed upon Landlord;

(g)

(h)

(i)

(j)

(k) (1)

(m)

(n) (o) (p)

services provided and costs incurred in connection with the operation o f the retail space and the parking area, i f any, in the Building: expenditures for capital improvements, except as set forth herein; rentals and other related expenses incurred i n easing air condition i n systems, elevators or other equipment ordinarily considered to be o f a capital nature, except equipment which is used i n providing janitorial services and which is not affixed to the Building; any costs incurred by Landlord in connection with its compliance with all legal and insurance requirements including, without limitation, the Americans with Disabilities Act ("ADA");

(q) (r)

(s)

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(t)

any other expenses which in accordance with generally accepted accounting principles consistently applied would not normally be treated as an Operating Expense by landlords o f comparable btiildings; Brokerage commissions; hisurance premiums including the sum of premiums for all hazard and liability insurance maintamed on the Building and in connection with its operation. Tenant shall not be responsible for paying for the cost o f insurance; and A d valorem property taxes paid, including real estate taxes and assessments further prorated useful life of the improvement i n relation to remaining term on the lease or any renewal hereof, assessed, levied or imposed by any Government or Governmental Agency upon the Building and land o f which the Premises are a part. Tenant shall not be responsible for paying for the cost of ad valorem taxes or real estate taxes.

(u) (v)

(w)

2.04. During each Expense Year following the Base Year, Tenant shall pay Landlord as additional rent. Tenant's Proportionate Share o f any increases in Operating Expenses over those incurred during the Base Year, subject to the cap set forth below. I f during the Expense Year, Landlord learns of or anticipates a substantial increase in any Operating Expense, Landlord shall promptly provide written notice o f such increase or anticipated increase to Tenant. Notwithstanding anything to the contrary contained in this Section, annual increases i n Tenant's Proportionate Share o f Operating Expenses shall not exceed three percent (3%) o f Tenant's Proportionate Share o f Operating Expenses for the immediately preceding Expense Year on a non-cumulative basis; provided, however, the costs o f utilities shall not be so lii^iited, and Tenant shall be reqiiired to pay all actual annual increases in such costs. Within one hundred twenty (120) days after the close of each Expense Year, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") shovting in reasonable detail the (i) actual Operating Expenses for the previous year broken down by component expenses; (ii) Base Year Operating Expenses broken down by component expenses; (iii) the increase or decrease, i f any, i n Operating Expenses; (iv) the amount Tenant owes to Landlord for the increase or Landlord owes to Tenant for the decrease in Operating Expenses, i f any. Any such amount due shall be paid within sixty (60) days after receipt o f Landlord's Statement. 2.05. Landlord's failure to submit a Landlord's Statement to Tenant within nine (9) months after the expiration o f any Expense Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year. Subject to the preceding sentence, the obligations o f Landlord and Tenant with respect to any Addhional Rent or refund shall survive the expiration or any sooner termination of the Term.

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2.06. A t any reasonable time, Tenant upon notice to Landlord shall have the right to cause a complete audit o f Operating Expenses, and to examine Landlord's books and records for which Operating Expenses are based and determined. Landlord shall make such books and records available at the office where such records are regularly maintained. Tenant shall have the right to copy and duplicate such records and such information as the Tenant may require. If, based on such audit, Tenant determines that the amount charged by Landlord to Tenant was inaccurate by five percent (5%) or more; Landlord shall pay the reasonable cost o f such audit and examination and make the appropriate adjustments to the Landlord's Statement and payments pursuant thereto. Landlord's books and records shall be maintained i n accordance with generally accepted accounting principles. In the event of a dispute. Tenant shall be required to pay all amounts not in dispute, and Landlord and Tenant shall dihgently pursue resolution o f the disputed amounts. Notwithstanding anything to the contrary contained in this paragraph or i n this Lease, Tenant's rights as set forth herein shall survive the expiration or earlier termination o f this Lease. 2.07. Tenant represents that as a Mississippi Institution o f Higher Learning (IHL). I H L is a governmental entity, as defmed in section 11-46-1 (g) o f the Mississippi Code of 1972, as amended. As such. Tenant is subject to the provisions of the Mississippi Tort Claims Act, which is codified as section 11-46-1, et seq. of Mississippi code o f 1972, as amended, and such act constitutes the maximum amount of liability o f IHL or JSU. Pursuant to section 11-46- 17(2) o f the Mississippi Code o f 1972, as amended, the Board o f Trustees o f State Institutions o f Higher Learning has elected to provide liability coverage for Tenant for claims under the Act through a self-insurance retention plan approved by the Mississippi Tort Claims Board. Tenant is selfinsured through this plan. Workers' compensation protection for employees of I H L and Tenant are covered under the Mississippi Instimtions o f Higher Learning Self-Insured Workers' Compensation Plan in a form and in an amount required by Mississippi state law.

2.08. Landlord shall procure and maintain a policy for fire and extended coverage insurance in an amoimt equal to or greater than the replacement cost of the Building. Landlord shall maintain such policy throughout the terms o f this Lease, for all forms and categories of liabilitj' and business insurance set forth herein, and shall cause Tenant to be named as an additional insured on all such policies. Landlord shall provide Tenant, prior to the Commencement Date o f this Lease, with a certificate evidencing such insurance coverage and naming Tenant as an additional insured. ARTICLE I I I 3.01. Landlord, for the same consideration, shall furnish at Landlord's own expense all usual and reasonable hot and cold water, heat and cooling services, elevator services for ordinary purposes and electric current for lighting and standard office equipment including, but not limited to personal computers, copier machines, telephone equipment, coffee machines, and microwave ovens within the Building. Tenant shall not install or use any electrical equipment such as electrical space heaters that substantially increases the electrical consumption for the

6
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Premises without the prior written consent o f the Landlord, I f the Tenant requires or consumes electricity or services in excess o f such usual and reasonable amounts. Tenant shall pay Landlord for the additional usage, such charges to be based upon utility rates, electrical consumption for specific machines and cost o f services provided by the Landlord. Failure of the Landlord to iumish these defmed services, or any stoppage o f these defined services resulting from causes incident to making repairs or improvements or any cause beyond the direct control of the Landlord, shall not be construed to be an eviction o f Tenant, nor work an abatement o f rent, nor constitute a breach o f Landlord's covenant of quiet enjoyment, nor relieve Tenant from performance o f any covenant or agreement hereunder. Should any equipment or machinery" break down, or for any cause cease to function properly. Landlord shall use reasonable diligence to repair the same promptly, but Tenant shall have no claim for rebate o f rent or, to the extent permitted and authorized by Mississippi law, damages on accoimt o f interruptions in service occasioned thereby or resulting therefrom, and, to the extent permitted and authorized by Mississippi law, Landlord shall incur no liability whatever for any loss, damage, or interruption of services caused by a strike, whether such strike shall involve employees of Landlord or others. Notwithstanding anything in this Lease to the contrary, failure o f the Landlord to furnish, or any interruption o f these services, resulting from causes incident to making repairs or improvements or any cause within the reasonable direct control of Landlord, which causes the Premises to become untenantable for a period of ten (10) consecutive business days or more, in Tenant's reasonable discretion, rent payments shall abate commencing with the first day o f such untenantability. I f Landlord is unable to provide any o f these services for any reason whatsoever for a consecutive period o f ninety (90) days or longer. Tenant, at Tenant's option, may terminate this Lease by providing ten (10) days written notice to Landlord. Normal operating hours shall be 8:00 am to 5:00 pm, Monday through Friday with the following holidays being excluded: New Years Day, Independence Day, Thanksgiving Day and Christmas Day (herein referred to as the "Building Holidays"). Building standard services such as water, elevator ser\'ice and electricity are accessible 24 hours per day. Landlord agrees to also provide Tenant with H V A C and lighting from 8:00 am to 5:00 pm Monday through Friday or for such other nine-hour period as selected by Tenant. Normal business hours shall also include a 10-hour period on Saturday. After-hours electricity usage for the purpose o f lighting and H V A C usage shall be billed by Landlord to Tenant on a monthly basis at cost equal to the actual cost o f electricity billed to Landlord multiplied by 1.10 to account for additional H V A C maintenance and wear and tear on H V A C equipment. After-hours electrical usage shall be determined using the Trane Tracer Energy Management System. Tenant shall have the right to install, at its sole cost, supplemental H V A C units, LIPS systems, servers and other specialty electrical equipment for its computer room and other areas deemed necessary by Tenant for Tenant's usage. Tenant shall reimburse Landlord for the unit's actual electrical costs, which w i l l be separately metered without markup, and w i l l also be responsible for all repair costs on H V A C units purchased and installed by Tenant. Nothing in this paragraph shall limit Tenants ability to conduct its business or operations after, or in addition to, normal operating hours. The only additional costs to Tenant for afterhours use shall be the actual cost o f electricity billed for such afterhours use plus the 10 percent increase stated above due to H V A C maintenance. Tenant may, at its request, change what shall be considered the normal operating hours, provided that such period o f time does not exceed 55 hours per week.

7
Parkway Development-RAA.JSU.rev,

3.02. Landlord shall provide janitorial service five (5) nights per week with Building Holidays being excluded. 3.03. Landlord shall provide after-hours access to the Building via an electronic card-key system. Tenant may utilize this system to provide for additional security to and within the Premises. Tenant shall have the additional right to install and operate, at its sole cost, a separate independent security system under Tenant's control for access to and within its Premises at all times. Tenant w i l l provide Landlord with a suitable means of emergency access to the Premises. Tenant shall have access to the Premises 24 hours per day, 365 days per year. 3.04. Landlord shall provide Tenant, at no additional charge, with employee parking in the Building parking lot. A ratio o f 7:1 is available for tenant based upon useable square footage. For clarity, this means 7 spaces per 1000 usable square feet; for example, 8,500 usable square feet would yield 60 parking spaces. 3.05. Landlord, at Landlord's sole cost and expense, shall be responsible for the ciurent and future compliance with all ADA/OSHA requirements and regulations in the Premises and Building. Landlord covenants that the Premises and Building are in compliance with all Federal and State laws and all local ordinances. 3.06. Tenant shall, and may peacefully have, hold and enjoy the Premises subject to the other terms hereof, and provided Tenant pays the rentals herein recited and performs all o f its covenants and agreements herein contained. 3.07. Landlord shall maintain and repair, in a first-class marmer, the walls, floors (not floor covering), foundation, and structural support columns o f the Building, the roof o f the Building including water tightness, the plumbing, heatmg, ventilation, air conditioning, sprinkler, Hght fixtures, replacement o f light bulbs and electrical systems o f the Building, the common areas and parking faciHties for the Building, the landscaping for the Building, and cabling from source to the point o f entry into the Building. ARTICLE IV 4.01. Tenant agrees to pay all rents and sums provided to be paid to Landlord hereunder at the time and in the manner herein provided. 4.02. Tenant w i l l , at Tenant's own cost and expense, but under the direction and supervision of Landlord, repair or replace any damage or injury done to the Building, or any part thereof, caused by Tenant or Tenant's agents, employees, authorized trainees or, to the extent permitted and authorized by Mississippi law, invitees or visitors. Tenant w i l l repair or replace damage or injmy to Building caused by Tenant's invitees or visitors, but only i f Tenant's acts or omissions proximately cause the damage. I f Tenant fails to make such repairs or replacements promptly, or within thirty (30) days o f occurrence. Landlord may, at its option, make such repairs or replacements and Tenant shall repay the cost thereof to Landlord within thirty (30) days after receipt o f written invoice from Landlord. Tenant w i l l not commit or allow any waste or damage to be committed on any portion o f the Premises, and shall, at the termination o f this

8
Parkway Developfnent-RAA,JSU.rev.

Lease, by lapse o f time or otherwise, deliver up said Premises to Landlord in broom clean condition, ordinary wear and tear and damage by fire or windstorm excepted, and, upon such termination o f this Lease, Landlord shall have the right to re-enter and resume possession o f the Premises. Tenant, at Tenant's sole cost and expense, shall he responsible for the maintenance and repair of the interior finishes including wall coverings, painting, and carpet. 4.03. Tenant w i l l not use the Premises or permit the same to be used for any other purpose than general office purposes, which shall include any other lawful purpose. Tenant shall not make or allow to be made any alterations or physical additions in or to the Premises without prior written consent o f Landlord, which consent shall not be unreasonably delayed, conditioned or withheld. Landlord's approval shall not be required for interior, non-structural alterations costing less than Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Any and all such alterations, physical additions, or improvements, when made to the Premises by Tenant, shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination in any manner o f this Lease, but this clause shall not apply to movable fixtures, equipment, personal property, or furniture o f Tenant. 4.04. Tenant w i l l not occupy or use, or permit any of the Premises to be occupied or used for any business purpose unlawful in part or in whole or deemed to be disreputable in any manner, or extra hazardous, or permit anything to be done which w i l l in any way increase the rate o f insurance on said Building and/or its contents, and in the event that, by reason o f acts of Tenant, there shall be an increase in rate o f the insurance on the Building or its contents created by Tenant's acts or conduct o f business, then Tenant, to the extent permitted and authorized by Mississippi law, hereby agrees to pay such increase in insurance premium and rate upon fifteen (15) days written demand by Landlord. 4.05. Tenant accepts the Premises as suitable for the purpose for which the same are leasedand assumes all risks o f damage to persons or property resultant o f Tenant's actions or negligence, and agrees that no representations except such as contained herein or endorsed hereon have been made to the Tenant respecting the condition of the said Premises. 4.06. Tenant and Tenant's agents, employees, invitees and visitors shall comply fully with all requirements o f the rules o f the Building, which may be made by Landlord (the "Rules and Regulations"). The Rules and Regulations may be changed or amended by Landlord, which are nondiscriminatory and apply equally to all tenants with thirty (30) days prior written notice to Tenant. A l l such Rules and Regulations are hereby made a part of this Lease. Landlord shall require all tenants o f the Building to abide by the Rules and Regulations. A copy o f the Rules and Regulations are attached hereto as Exhibit " C " and incorporated herein by this reference. I n the event o f a conflict between the Rules and Regulations and the tenns and conditions o f this Lease, the terms and conditions of this Lease shall control. 4.07. Tenant w i l l permit Landlord or its officers, agents, or representatives the right to enter into and upon any and all parts of the Premises, at all reasonable hours upon reasonable notice, emergency and janitorial excepted, to inspect same or clean or make repairs or alterations or additions as Landlord may deem necessary or desirable with prior notice to Tenant. Tenant may require Landlord to access the Premises at a time that is convenient to Tenant and require

9
Parkway Oevelopment-RAA.JSU.rev.

repairs to be made after Tenant's normal business hours. Tenant shall not be entitled to any abatement or reduction o f rent by reason thereof 4.08. The Tenant shall not, except to designate the Tenant's business address (and then only i n a conventional manner and without emphasis or display), use the name "Sorrento 11" or "The Galleria" or any simulation or abbreviation o f such name for any purpose whatsoever, l l i e Landlord reserves the right to change the name of the development at any time. The Tenant w i l l discontinue using such name and any simulation or abbreviation thereof for the purpose o f designating the Tenant's business address withm 30 days after the Landlord shall notify the Tenant that the development is no longer known by such name. Notwithstanding the foregoing, the Landlord expressly acknowledges and approves the use by the Tenant o f the following address: 382 Galleria Parkway, Suite 110, MadisoD, MS 39110 4.09. Tenant shall not paint, display, inscribe, mamtain or affix any sign, picture, advertisement, notice, lettering or direction on any part o f the outside o f Premises, except on hallway doors of the Premises, and then only such name or names or matter and in such color, size, style, character and material without written approval by Landlord. Landlord reserves the right to remove, at Tenant's expense, all matters other than that above provided for without notice to Tenant. 4.10. Tenant shall not place anything or allow anything to be placed near the glass o f any door, partition, wall or window which may be unsightly from outside the Premises, and Tenant shall not place or permit to be placed any article o f any kind on any window ledge or on the exterior walls, blinds, shades, awnings or other forms of inside or outside window coverings. Window ventilators or similar devices shall not be placed in or about the outside windows in the Premises except to the extent, i f any, which the character, shape, color, material and make thereof is approved by the Landlord. Tenant shall not overload any floor or part thereof in the Premises, or any facility in the Building or any public corridors or elevators therein bringing in or removing any large or heavy articles, and the Landlord may direct and control the locations o f safes and all other heavy articles, furniture and other large or heavy articles that may be brought into the Building, removed therefrom or moved from place to place within the Building only at times and in the manner designated by Landlord. Tenant agrees not to place any load on any portion o f the Premises or other portions of the Building or its equipment, common areas or parking areas that would exceed the allowable load limits as set forth i n the Rules and Regulations o f the Building or that would otherwise cause damage to said Premises, Building portions, common areas or parking areas. A service elevator is expected to be used for moving o f any heavy or bulky items. The service elevator has a 4500 pound rating with approximately 10 foot height. ARTICLE V 5.01 Building Condemnation-

10
Parkway DevelDpment-RAA.JSU.rev.

(a)

I f the whole or substantially all of the Premises hereby leased shall be taken by a public authority under the power o f eminent domain, then the term o f this Lease shall cease as o f the day possession shall be taken by such public authorit}', and the rent shall be paid up to that date with a proportionate refund by Landlord of such rent as shall have been paid in advance. I f less than substantially all o f the floor area o f the Premises shall be so taken, the term o f this Lease shall cease only on the parts so taken as o f the day possession shall be taken by such public authority, and the rent shall be paid up to that day with a proportionate refund by Landlord of such rent as may have been paid in advance, and thereafter the minimum rent and any additional rent shall be equitably abated, and Landlord shall at its own cost and expense make all necessary repairs or alterations as to constitute the remaining Premises a complete architectural unit. A l l damages awarded for such taking under the power o f eminent domain, whether for the whole or a part of the Premises, shall be the property o f Landlord whether such damages shall be awarded as compensation for diminution i n value of the leasehold or to the fee of the Premises; provided, however, that the Landlord shall not be entitled to any separate award made to Tenant for loss of business and depreciation to and cost of removal of its furnishings and fixtures.

(b)

(c)

5.02. Force Majeure. The obligations of either party to perform under this Agreement shall be excused during a reasonable period of delay caused by matters beyond such party's reasonable control, including, without hmitation, changes i n Laws, strikes, wars, earthquakes, fure, flood, other natural disaster, or any occurrence which is customarily considered an Act o f God. 5.03. I f the Premises be abandoned or vacated by Tenant and Tenant discontinues to pay rent, Landlord shall have the right, but not the obligation, to relet same for the remainder of the period covered hereby at reasonable Fair Market Rental Rates as defmed herein; and i f the rent is not received through such reletting at least equal to the rent provided for hereunder. Tenant shall pay and satisfy any deficiencies between the amoimt of the rent called for and that received through reletting, and all expenses incurred by any such reletting, including but not limited to the reasonable cost of renovating, altering, and decorating for a new occupant. Nothing herein shall be construed as in any way denying Landlord the right in case of abandonment, vacation of Premises without payment of rent, or other material breach o f this contract by Tenant to treat the same as an entire breach of this contract and any and all damages occasioned Landlord thereby. 5.04. In case o f holdmg over by Tenant after expiration or termination of this Lease, Tenant w i l l pay rent equal to one hundred twenty-five percent (125%) o f the rent payable at the end o f the term for the entire holdover period. No holding over by Tenant after the term o f this Lease, either with or without consent and acquiescence of Landlord, shall operate to extend the Lease for a longer period than one month, ^ d any holding over with the consent o f the Landlord

11
Parkway DevelDpment-RAAJSU.rev.

in writing shall thereafter constitute this Lease a lease from month to month, which may be terminated by either party with thirty (30) days advance written notice. 5.05. Casualty(a) I f the Premises shall be so damaged by fire, other casualty, acts o f God or the elements (a "Casualty") so that they cannot be restored or made suitable for Tenant's business needs within one hundred twenty (120) days from the date o f the Casualty ("Substantial Damage"), either Landlord or Tenant may terminate this Lease by written notice given to the other party within thirty (30) days after the date o f the Casualty. I f the Lease is so terminated, the termination shall be effective as o f the date o f the Casualty and the rent shall abate from that date, and any Rent paid for any period beyond such date shall be refunded to Tenant. I f this Lease is not terminated as provided i n this Paragraph 5.06, then Landlord shall, at its sole cost and expense, diligently pursue to completion restoration of the Premises to the condition existing prior to the Casualty, including without limitation any Tenant Improvements constructed by Landlord. During the restoration period, the rent shall abate for the period during which the Premises are not suitable for Tenant's business needs. I f only a portion o f the Premises is damaged, the rent shall abate proportionately based upon the portion of the Premises that are not suitable for Tenant's business needs. I f Landlord does not restore the Premises as required within one hundred twenty (120) days after the date o f the Casualty, Tenant may terminate this Lease without incurring any hability to Landlord subsequent to the Casualty, provided (i) Tenant gives Landlord not less than thirty (30) days prior written notice, and (ii) Landlord does not complete the restoration during such thirty (30) day period.

(b)

(c)

5.06. To the extent permitted and authorized by Mississippi law, Landlord, Tenant, their respective insurers hereby mutually covenant and agree to waive any right o f recovery which they might have against the other for any losses paid to them on a policy or policies or policies of insurance carried on their respective properties. To the extent permitted and authorized by Mississippi law, it is agreed that i n the event that any loss is primarily due to the act, omission or negligence or willful misconduct of either party or its Agents, the responsible party's general commercial liability insurance shall cover losses and damages prior to any other insurance hereunder. The above wavier does not apply in cases dealing with workman's compensation. 5.07. To the extent permitted and authorized by Mississippi law. Landlord and Tenant agree that in the event o f any legal action or proceeding to enforce either party's rights under this Lease, the prevailing party w i l l be reimbursed by the other party for its attomey's reasonable fees.

12
Parkway Development-RAAJSU.rev.

5.08. Tenant shall be guaranteed, during the term o f this Lease and any applicable renewal terms, that the Premises or use of the common areas o f the Building shall not be disturbed. 5.09. This Agreement may not be altered, changed, or amended, except by an instnmient in writing, signed by both parties hereto. 5.10. Landlord shall have the right to transfer and assign, in whole or in part, all and every feature o f its rights and obligations hereunder and m the Building and property referred to herein, such transfers or assignments may be made either to a corporation, partnership, trust company, individual(s) and, howsoever made, are to be in all things respected and recognized by Tenant. I n the event Landlord does transfer or assign the Building or property referred to herein, the Landlord shall require the new owner to assume this Lease Agreement and attorn to all obligations and rights o f the parties thereto. 5.11. Tenant reserves the right to sublet or assign all or part o f the Premises at any time with Landlord's written consent, which shall not be unreasonably withheld, conditioned or delayed. Tenant, i f requested by Landlord, agrees to remain fully liable for compliance with this Lease Agreement. No consent shall be required i n the event of a sublease or assignment to an affiliate or an entit>' resulting from a merger or consolidation with the fum. Tenant shall retain all sublease profits, i f any. 5.12. Tenant shall be considered in default o f this Lease upon failure to pay the rent or any other sum required by the terms o f the Lease within ten (10) days after receipt of written notice from Landlord that such sums have not been received by Landlord. Tenant shall be considered i n default of this Lease upon failure to perform any term, covenant or condition o f this Lease within thirty (30) days after receipt o f written notice, unless such event o f default cannot be cured by Tenant during such thirty (30) day period and Tenant has commenced such cure and diligently continues to pursue cure o f such default. Upon an event o f default. Landlord may at its option declare this lease terminated, and upon the occurrence o f any one or more o f such defaults Landlord, immediately or at any time thereafter so long as such default has not been cured, may re-enter said Premises and remove all persons and chattels therefrom pursuant to legal process, and without prejudice to any o f its legal rights; provided, that Landlord shall not have the right to declare this Lease terminated if, within thirty (30) days after notice o f any default, Tenant fully cures all defaults. Landlord shall be considered in defauk of this Lease upon failure to perform any term, covenant or condition of this Lease within thirty (30) days after receipt o f written notice, unless such event o f default cannot be cured by Landlord during such thirty (30) day period and Landlord has commenced such cure and diligently continues to pursue cure o f such default. 5.13. Failure delay in taking any shall have the right lawful or authorized o f Landlord to declare any default immediately upon occurrence thereof or action in connection therewith shall not waive such default, but Landlord to declare any such default at any time and take such action as might be hereunder, either at law or in equity.

13
Parkway Development-RAAJSU.rev.

5.14. I f the Tenant or its business shall, during the life of this Lease, come into possession of any receiver, assignee, trustee in bankruptcy or other officer or person acting imder the order of any Court, or to any other person as receiver, trustee or assignee for the benefit o f creditors, or otherwise, or o f any sheriff, marshal, constable or other officer or person, Landlord shall have the right, at his election, to terminate this Lease; said election to be exercised by giving the parties concerned three days written notice and Landlord shall have the right to accept rent from such receiver, assignee, trustee, sheriff, marshal, constable or other officer or person without impairing, or affecting in any way, the rights o f Landlord under this Lease. 5.15. Landlord: If, by reason o f inability to obtain and utilize labor, materials or supplies, or by reason o f circumstance directly or indirectly the result of any state o f war or national or local emergency, or by reason o f any laws, rules, orders, regulations or requirements of any governmental authority now or hereafter in force, or by reason o f acts o f God, or by reason o f strikes or riots, the Landlord shall be unable to perform or shall be delayed i n the performance o f any covenant to supply new service, such nonperformance or delay in perfomiance shall not give rise to any claim against the Landlord for damages or constitute a total or partial eviction, constructive or otherwise. This provision is intended to relieve Landlord o f its performance obligations only in the event of an Act o f God or due to impossibility o f which Landlord had no direct control or influence. 5.16. Tenant: The terms and reference to force majeure delays as used i n this Paragraph shall also mean any delay incurred by the Tenant in connection with any event attributable to preventing or causing Tenants failure to perform any covenant or obligation herein, resulting from, but not limited to war, lightning, earthquake, fire, storm, hurricane, tomado, flood, washout, explosion or any other similar industry-wide or country-wide cause beyond the reasonable control of the Tenant or party to whom performance is required, or any of its representatives shall then be excused fi:om the required performance for a period o f time equal to any such prevention, delay or stoppage. Such delay in performance shall also apply to the obligation o f the Tenant to pay rental and other charges due under this Lease. 5.17. This Lease shall be binding upon and inure to the benefit o f the successors i n interest o f the parties hereto. Therefore, although this subordination provision shall be deemed for all purposes to be automatic and effective without any further instrument on the part of the Tenant, Tenant shall execute any further instrument reasonably requested by the Landlord to confirm such subordination; provided such successor in interest shall attorn to the rights and obligations o f this Lease. Nothkig contained in this Lease shall be construed as placing any limitation upon Landlord's right to sell, mortgage, assign or in any manner convey an interest, i n part or in whole, o f either the land or the Building, or both. 5.18. This Lease is and shall be subject and subordinate to all mortgages which may now or hereafter affect the land or the Building o f which the Premises form apart, and to all renewals, modifications, consolidations, replacements and extensions thereof, and although this subordination provision shall be deemed for all purposes to be automatic and effective without any further instrument on the part of the Tenant, Tenant shall execute any further instrument reasonably requested by the Landlord to confirm such subordination. Nothing contained in this Lease shall be construed as placing any limitation upon Landlord's right to sell, mortgage, assign

14
Parkway Development-RAAJSU.rev.

or i n any marmer convey an interest, in part or in whole, o f either the land or the Building, or both. Landlord shall cause any existing or future mortgagee or fiiture owner to execute a nondisturbance agreement in a form substantially similar to the form attached hereto as Exhibit D . 5.19. Landlord, at Landlord's sole cost and expense, shall furnish all lamps required for use in the electrical fixtures supplied in accordance with the Landlord's current standards for tenant improvements. 5.20. Landlord shall install initial door sign and shall list Tenant on the Building directory at no additional cost. Any future sign changes shall be at the total expense of Tenant, A l l signage must be approved by Landlord, which approval shall not be unreasonably withheld or delayed. 5.21. To the extent permitted and authorized by Mississippi law, each party agrees to indemnify and defend the other against, and to hold each other harmless firom, any and all claims or demands o f any third party, to the extent caused by any alleged act, omission or negligence o f the indemnifying part\ or its contractors, concessionaires, licensees, agents, servants, invitees, employees or anyone else for whom the indemnifying party may be or may be alleged to be responsible, occurring on or in the Premises or Building. To the extent permitted and authorized by Mississippi law, in the event that either party shall without fault on its part be made a party to any litigation commenced by any third parly against the other party which is at fault, then such other partj- shall protect and hold the party harmless from and with respect to such litigation, and shall pay all costs, expenses and attorneys fees incurred or paid by the party without fault in connection with such litigation, together with any judgments rendered against the party without fault. 5.22. Right o f First Refusal(a) Tenant shall have a continuing right o f first refusal second to the existing rights of any current tenants throughout the term o f this Lease for any space located on the first through fourth floors of the Building not then currently leased by Tenant (the "ROFR Premises"), i f and when such space becomes available. Tenant's right of first of first refusal shall be superior to that o f any other future tenants. Any lease o f all or a portion o f the ROFR Premises shall be upon the terms and conditions hereafter set forth:

(b) Landlord shall give Tenant written notice ("Landlord's Notice") at the time the ROFR Premises become available. The rental rate for the ROFR Premises shall be the same as the then-current rental rate Tenant is paying under this Lease, the term of the lease for the ROFR Premises shall be coterminous with the term of this Lease and the ROFR Premises shall be accepted by Tenant i n its "as-is" condition, except that Landlord shall provide an improvement allowance equal to $8.00 per usable square foot, pro-rated to take into account the length of term and size of the ROFR Premises. Tenant shall have the right, exercisable upon written notice to Landlord within ten (10) business days after receipt o f Landlord's Notice,

15
Parkway Deveiopment-RAA.JSU.rev.

to lease the ROFR Premises. Tenant's failure to give such notice in the time period set forth herein shall be considered Tenant's election not to lease the space offered in Landlord's Notice. However, in the event the ROFR Premises becomes available at any time subsequent to Landlord's Notice, Landlord shall be required to provide notice to Tenant and Tenant shall have right to lease such ROFR Premises under the terms and conditions set forth in this Paragraph. 5.23. No receipt o f money by Landlord from Tenant after the termination o f this Lease, or after the service o f any notice, or after commencement o f any suit, or after fmal judgment for possession o f the Premises shall reinstate, continue or extend the term o f this Lease or affect any such notice, demand or suit. Landlord and Tenant mutually covenant with each other: (1) That all rights and remedies o f Landlord or Tenant under this Lease shall be cumulative, and none shall exclude any other rights and remedies allowed by law. Any and all notices and demands by or firom Landlord to Tenant, or by or fi:om Tenant to Landlord, required or desired to be given hereunder shall be i n writing and shall be validly given or made i f served either delivered by recognized commercial courier that requires a written acknowledgment o f delivery (such as Federal Express); or i f deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. A l l notices given in accordance with this Section shall be effective when actually received; provided, however, that the first attempted delivery of any notice which was not delivered as a result o f a change of address o f which the sending party was not notified or as a result o f any party's refusal to accept delivery shall be deemed receipt. Any notice or demand to Landlord shall be addressed to Landlord at; Parkway Development, Inc. 385-B Highland Colony Parkway, Suite 502 Madison, Mississippi 39157 Any notice or demand to Tenant shall be addressed to Tenant at: Michael Thomas, Vice President for the Division o f Business & Finance Jackson State University Post Office Box 17024 Jackson, Mississippi 39217 with copy to: Division of General Counsel Jackson State University Post Office Box 17239

(2)

(3)

16
ParVway Development-RAAJSU.rev,

Jackson, Mississippi 39217 (4) It is flirther understood and agreed that any charges against the Tenant by the Landlord for supplies, services, or work done on the Premises by order of the Tenant, or otherwise accruing under this contract shall be considered as rent due and shall be included in any lien for rent due and unpaid. Only Exhibits referenced herein or by Addendum attached hereto shall be incorporated by reference and constitute a valid part o f this Lease. This Lease shall constitute the full and complete agreement between the parties, and any modification, change, alteration or extension o f this Lease may only be made by written instrument acknowledged and executed by the parties hereto. This Lease expressly supersedes any prior written or oral agreement between the parties. Any waiver by either Landlord or Tenant, express or implied, o f any breach by any party hereto or of any covenant or provision o f this Lease, shall not be, nor shall it be construed to be, a waiver of any subsequent breach of the same or any other term, condition, provision or covenant o f the Lease. I f any term, provision, covenant or obligation, in whole or in part, o f this Lease or the application thereof to any party or circumstance shall, to any extent, be deemed invalid, unenforceable, or inapplicable in the curcumstance or for the stated purpose, i n any applicable jurisdiction, then the remainder of this Lease or the apphcation o f such term or provision to parties or circumstances other than those to which it is held invalid, unenforceable or inapplicable shall not be affected thereby, and each remaining term and provision o f this Lease shall be valid and enforceable to the fullest extent permitted by law. Tenant represents and acknowledges that it has not had dealings with real estate brokers or finders and as such Landlord shall not be obhgated to pay, and, to the extent permitted and authorized by Mississippi law, shall be held harmless against payment of, any fees, damages, clamis or demands made upon Landlord on behalf of any real estate broker or finder Tenant purportedly has dealt with not listed above. Tenant acknowledges that Landlord has previously disclosed that it is a duly licensed real estate broker and owner representing exclusively its own interest in this transaction. Conflicting Terms: Landlord and Tenant hereby agree that: (i) the terms and conditions of any Addendum shall exclusively govern Landlord's and Tenant's obligations with respect to the content o f said Addendum, and that in the event the Lease and Addendum conflict, the terms, conditions and covenants o f this Lease shall prevail. Time: Time is o f the essence of each o f the provisions o f this Lease.

(5)

(6)

(7)

(8)

(9)

(10)

17
Parkway Development-RAA.J5U.rev,

(11)

Consent of Parties: Whenever consent or approval o f either party is required, that party shall not unreasonably withhold or delay such consent or approval. Authority: I f either party is a corporation, partnership or other entity, each individual executing this Lease on behalf o f such entity represents and warrants that he/she is duly authorized to execute and deliver this Lease on behalf o f such entity and that this Lease is binding on each such entity in accordance with its terms. Tenant represents that the University is authorized to enter this lease upon the condition that such lease is approved by the Mississippi Institutions o f Higher Learning, Board o f Trustees. Interpretation o f Lease: This Lease shall be interpreted and construed in accordance with the laws o f the State o f Mississippi. The provisions of this Lease shall further be construed in accordance with fair meaning o f the language used and shall not be strictly construed for or against either party. Notwithstanding anything to the contrary contained i n this Lease, it is agreed that Tenant shall not be responsible for: (I) complying with any present or future laws, orders, rules or regulations of federal, state, county, municipal or other governmental authority or any o f theh departments, commissions, boards, or agencies or with any direction or recommendation o f any public officer or officers pursuant to law or with any orders or notices of the National Board o f Fire Underwriters or any requirements of an insurer o f the Building or any part thereof (collectively, the "Requirements"), with respect to either the Premises or o f the Building, (a) which Owner or Landlord or any affiliate, predecessor in interest, invitee, servant, employee or agent o f Owner or Landlord had violated, or (b) where a notice o f violation or order was issued prior to the Commencement Date of this Lease, during this lease term, or any renewals thereof (c) which require any work, investigation(s), or certification(s) to be made on a Building-wide basis under a law enacted after the date o f this Lease, or (d) which require any structural work to be performed unless such compliance is required as a result or by reason of Tenant's specific manner o f use of the Premises or method of operation therein or by the negligence, acts or omissions o f Tenant, its agents, employees, contractors, invitee or servants; (II) correcting any work performed by Owner or Landlord with respect to the Premises or Building where Owner's or Landlord's work did not comply with such Requirements; (III) investigating, certifying, monitoring, emancipating, removing or in any way dealing with asbestos or hazardous substances unless such asbestos or hazardous substances were introduced into the Premises by Tenant; or (IV) complying with The Americans With Disability Act of 1990, except with respect to the provision of auxiliary aids and services within the Premises. Smoke Free Building: In the interior o f the Building, including the stairwells, smoking shall not be permitted at any time. Landlord warrants that the Premises, Building, Project, Ground, Underground,

(12)

(13)

(14)

(15)

(16)

18
Parkway Development-RAA.JSU.rev.

Water, and under water are free from hazardous materials including but not limited to asbestos. (17) Representation: Parkway Development, Incorporated represents the interests of Landlord in this transaction. Mississippi State Agency Provisions: a. Conflict o f Interest. This Agreement is subjectto Section 25-4-101 ofthe Mississippi Code Annotated, as amended. This Agreement may be cancelled i f any person significantly involved in the initiating, negotiating, securing, drafting or creating o f this agreement on behalf of the University is an employee, consultant, or agent o f any other party to this agreement. Should this Agreement violate a Mississippi Conflict o f Interest law, the Agreement may be declared void. b. Records. The parties shall retain all records relating directly to this Contract during the Contract's term and for a minimtmi o f an additional three (3) years. Further, such records w i l l be available at reasonable times for inspection and audit by JSU or the State o f Mississippi during the term o f this agreement and for three (3) years thereafter. The records shall be provided at Jackson State University in Jackson, Mississippi, upon request. c. Failure o f Legislature to Appropriate. I f JSU's performance under this Agreement depends upon the appropriation o f funds by the Mississippi legislature, and i f the Legislature fails to appropriate the funds necessary for performance, then the JSU may provide written notice of such non-appropriation and cancel this Agreement without fiirther obligation o f JSU. I f JSU exercises its right to cancel this agreement due to the failure of the Legislature to appropriate funds, then the Jackson State University Development Foundation, Inc. (JSUDF), agrees to assume JSU's obligations, responsibilities, and benefits o f this Agreement, and w i l l enter such additional agreement(s) as may be necessary to accomplish this commitment. d. Landlord's Employees. Landlord represents and warrants that it w i l l ensure its compliance with the Mississippi Employment Protection Act (Senate Bill 2988 firom the 2008 Regular Legislative Session) and v/ill register and participate in the stams of verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work within the State o f Mississippi. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act o f 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Landlord agrees to maintain records of such compliance and, upon request o f the State o f Mississippi, to provide a copy of each such verification to the State o f Mississippi. Landlord further represents (Broker/Manager)

(18)

19
Parkway Developmer>t-RAA.JSU.retf.

and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements o f all immigration laws o f the State o f Mississippi. Landlord understands and agrees that any breach o f these warranties may subject Landlord to the following: (a) termination o f this Lease and ineligibility State or public contract in Mississippi for up to three (3) years, with notice of such cancellation/termination being made public, or (b) the loss of any Ucense, permit, certification or other document granted to Landlord by an agency, department or governmental entit>' for the right to do business i n Mississippi for up to one (1) year, or (c) both. In the event of such termination/cancellation. Landlord would also be liable for any additional costs incurred by the State due to the contract cancellation or loss o f Hcense or permit. e. Governing Law. This Contract and all Purchase Orders issued in connection herewith shall be govemed under the laws o f the state of Mississippi without respect to its conflict o f interest laws. f. State Institution. Landlord expressly understands and agrees that Tenant is a state institution o f higher learning and is subject to the laws o f the State o f Mississippi governing actions o f state agencies. Landlord further acknowledges that Tenant does not relinquish or forfeit any o f the rights, protections or guaranties afforded it as a state agency under the lows of Mississippi, notwithstanding anything to the contrary contained herein. g. Public Records; Transparency. Notwithstanding any provision to the contrary contained herein, it is recognized that Tenant is a public agency of the State o f Mississippi and is subject to the Mississippi Public Records Act, Miss. Code Ann. 25-61-1, et seq. I f a pubic records request is made for any information provided to Tenant pursuant to this Lease Agreement, Tenant shall promptly notify Landlord o f such request. The disclosing party shall promptly institute appropriate legal proceedings to protect its mformation. No party to this Lease Agreement shall be liable to the other party for disclosures o f information required by court order or required by law. It is also recognized that Tenant is subject to the provision fo the Mississippi Accountability and Transparency Act of 2008, 27-104-151, et seq.. Miss. Code Ann., and is requhed to provide public access to its financial information and expenditures through the Institutions of Higher Learning Accountability and Transparency website. Official Capacity. The parties agree that the individuals executing this Agreement do so in their official capacities only, and neither party w i l l pursue any action for damages against any signatory i n his or her individual capacity.

20
Parkway Developmenl-RAA.JSU.rev.

I N WITNESS WHEREOF, the parties have hereunto executed this Lease Agreement this the day of , 2013. LANDLORD Sorrento I I L L C Taxpayer Identificatio TENANT Ja^Jfisoii'^tate University r Identification No.

JACKSON STATE UNIVERISITY DEVELOPMENT FOUNDATION, INC. (AS GUARANTOR A N D SUCCESSOR I N INTEREST I N THE EVENT OF T E R M I N A T I O N B Y JSU PER PROVISION 18(C))

BY: David Hoar< TITLE:

ATTEST:

21
Parkway Development-ElAA.JSU.rev.

FOR L A N D L O R D : State o f Mississippi County of This day personally appeared before me, the undersisned authority ijLand for the state and county aforesaid, within my jurisdiction, on this the day of JfUOUc'' , 2013, who acknowledged that he signed and delivergd-the above foregoing instrument. C

lotary I^ibjtc> v \H y" M y commission expires:

61:^ 11?)
FOR T E N A N T

State o f Mississippi Coimt>' o f This day personally appeared before me, the undersigned authority i n and for the state and county aforesaid, within my jurisdiction, on this the day of \]r}nUfir{j 2013, who acknowledged that he signed and delivered the above foregoing instrumeAt.

Dm, vT;. MUM J

Notary Public M y commission expires:

^JJlJmJ^

h5,ZOl6

SEAL

;^--*^iD # looest'''^^' : OLLIEM. STEWARD

'-.Commtsslon Expires.* ,

\o;:.

Nov. 13, 2015

yj</

22
Parkway Development-RAA.J5U.rev.

FOR JSUDF
State o f Mississippi County o f

f^/^lfik

This day personally appeared before me, the undersigned authority i n and for the state and county aforesaid, within my jurisdiction, on this the day of ^^dr)\yarLf , 2013, who acknowledged that he signed and delivered the above foregoing instrument.

0 Ih'i M
Notary Public M y commission expires: SEAL

ikoJoJ

'D # 100661 OLLIEM. STEWARD

.Commission Expires ' .*

23
Parkway Development-RAAJSU.rev.

Exhibit A Premises

24
Parkway Deveiopment-RAA.JSU.rev.

EXHIBIT A (Continued) WORK LETTER AGREEMENT

^

Attached to and made part of lease dated O < "Z-S^ , between Sorrento II. LLC. Landlord and Jackson State University. Mississippi Institution of Higher Learning. Tenant. Building Address: Space: 382 Galleria Parkway Madison, MS 39110 8.600 square feet On i;; floor Suite TBD

It is agreed that the following work is to be done by the Landlord at the Landlord's expense ("Landlord's Work"): Space to be built in accordance with the attached plan. Attachment A, on a turn key basis. Tenant Improvement Allowance: $25.00 per Usable Square Foot Slab to Slab

Optional Additional Allowance: If Tenanf s design requires additional costs to be incurred by Landlord to meet Tenant's plan, the following shall apply. If Tenant desires more tenant finish-out than the stated allocation, then Tenant shall pay for the additional improvements out-of-pocket or Landlord will pay for the additional Improvements and amortize the cost over the lease term at a rate of 8 percent per annum. Such amortized cost will be added to the rental amount. Doors, frames, hardware:

Building standard with locksets. 8 foot solid core doors with walnut laminate finish and brushed stainless lever handles Building standard. 5/8 inch Dry wall Building standard (allow 1 fixture per SO square feet). Building Standard-Four Tube Fluorescent with acrylic lens Building standard. 2x2 ceiling grid with Building Standard Armstrong 770 ceiling tiles Building standard carpet and rubber base throughout except rooms designated to have VCT flooring and rubber base or Concrete in mechanical. Shaw Carpet TlJes and Building Standard VCT. Painted throughout; colors to be selected by tenant. Single color throughout flat with two finish coats Break rooms 9 feet of upper and lower cabinets in wood veneer with Formica counter tops and Microwave oven cut out in upper cabinets. Stainless Steel Sink. 25

Drywall: Lighting: Celling: Floors:

Walls: Break Room:

Parkway Deveiopment-RAA.JSU.rev.

HVAC: Life Safety: Electrical:

Building standard. Per all applicable building codes, ADA, OSHA, etc. Sprinkled throughout. Building Standard Building Standard. Two (21 Duplex outlets per office, Kitchen with 2 of the outlets having GFl protection, One duplex outlet will be provided per copy machine. All duplex outlets are wall mounts. Floor outlets are not available for ground floor. Network and Telephone not included. Separate quote will be provided per tenant request.

Network/Telephone:

26
Parkway Development-RAA.JSU.rev.

Exhibit B MEMORANDUM O F C O M M E N C E M E N T D A T E AND C O N F I R M A T I O N O F R E N T A B L E A R E A

The Commencement Date of that Lease by and between Sorrento I I L L C , as Landlord, and Jackson state University, a Mississippi Institution of Higher Learning, as Tenant, is the 1'* day o f February, 2013. The Lease expiration date is the 31*' day of January, 2023, unless Tenant exercises its right of renewal. Further, the parties hereto confirm that, for purposes o f this Lease, the Rentable Area (i) ofthe Premises shall be deemed to be 8,600 rentable square feet; and (ii) ofthe Buildmg shall be deemed to be approximately 145,600 square feet, which may be adjusted from time to time. Tenant's Pro-Rata Portion shall be 5.9% as calculated by dividing the Rentable Area o f the Premises by the Rentable Area of the Building. Dated: -^/f^ _ , 20

27
Parkway Development-RAAJSU.rev.

EXHIBIT C

RULES AND REGULATIONS

1. Tenant shall not operate, or permit to be operated, any mechanical machinery, steam engine, boiler, or stove withotit Landlord's written consent; Tenant will not allow the use of oil, burning fluids, kerosene, gasoline or other fuels to be used on the demised premises. No articles deemed as extra hazardous on account of fire or explosion shall be brought into the said premises. I f inventories of toner and normal machine cleaning fluid must be stored on the Premises, then these inventories shall be stored in manner approved by OSHA and the EPA. Tenant shall not permit the preparation o f food for consmnption in the premises, except for warming meals i n a microwave or making coffee, nor the facihties for the preparation of food without Landlord's written consent. Tenant shall not use the premises for housing, lodging, sleeping, nor any immoral or illegal purposes. Tenant shall not operate, or permit to be operated, any musical or sound producing instrument or device inside or outside the premises which may be heard outside the premises. Tenant shall not permit odors to emanate from these premises nor allow any objectionable noise to emanate from the demised premises. Tenant shall not disturb, solicit, or canvass any occupant o f the building and shall cooperate to prevent the same. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. to 8:00 a.m. and all hours on Sunday and legal holidays, all persons who do not present a pass to the building, signed by the Tenant. Each Tenant shall be responsible for all persons for whom he issues such pass, and to the extent permitted and authorized by Mississippi law and shall be liable to Landlord for all acts for such persons. The Tenant shall not bring or permit to be brought into the building any bicycle, or any vehicle, or dog, (except i n the company of a blind person) or other animal or bird. Tenant shall not install any radio or television antenna on the roof, or on, or in any part o f the inside or the outside ofthe building other than inside the leased premises without the exphcit approval in writing by Landlord. Any special equipment installed by Tenant w i l l be removed at the Tenant's expenses and the Buildmg returned to the original condition at the completion of the lease period by Tenant. Tenant shall not use any illumination or power for the operation of any equipment or device other than electricity which shall be provided by the Landlord. 28
Parkway Deveiopment-RAA.JSU.rev,

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

No wires or cables, nor lines shall be brought into the leased premises, nor shall there be permitted to operate any electrical device from which may interfere with or impair radio or television broadcasting or reception from or in the building. The Landlord may retain a passkey to the premises and be allowed admittance thereto at all times to enable its representatives to examine or exhibit said premises from time to time. No additional locks or bolts o f any kind shall be placed upon any o f the doors, nor shall any change be made in existing locks. Each Tenant must, upon termination o f tenancy, return to the Landlord all keys to office, restrooms and other areas. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the premises. Tenant shall not overload any floor or part thereof o f the premises, such floors being designed to support seventy- (70) poimds per square foot o f dead weight. Landlord shall direct and control the location o f safes, heavy articles and large articles. Tenants shall cooperate with Landlord on obtaining maximum effectiveness o f the cooling system by closing Venetian blinds when sun's rays fall directly on windows or demised premises. Landlord reserves the right, with the consent o f Tenant, which consent shall not be unreasonably withheld, to make such other and further rules and regulations as i n its judgment may be for the safety, care, and cleanliness o f the premises and for the preservation o f good order therein. Tenant agrees to abide by all such rules and regulations herein above stated and any additional rules and regulations which are adopted within reason, which are nondiscriminatory and apply equally to all Tenants.

12.

13.

14.

15.

29
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Exhibit D SUBORDINATION, NOiN-DISTURBANCE AND A T T O R N M E N T AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this 'Agreement") is made as of the day of , 20 by and among yZvAfvvv^^t K j a W t ^ 13/Wiaving an address at -^T^m^WA^^^^'Mortgagee"), Jackson State University, a Mississippi Institution of Higher Learning ("Tenant") and Sorrento I I L L C ("Landlord"), RECITALS: A. Mortgagee is the present owner and holder of a certain Collateral Mortgage (the "Mortgage") dated as of r A A i ^ k . 20 1 ^ given by Landlord (defined below) to Mortgagee which encumbers the fee estate of Landlord in certain premises located at 382 Galleria Parkway, Madison, Mississippi 39110 (the "Property") and which secures the payment of certain indebtedness owed fay Landlord lo Mortgagee evidenced by a certain Collateral Mortgage Note dated r(^{\(lcV\ 20 given by Landlord to Mortgagee (the ''Note"}; B. Tenant is the holder of a leasehold estate in the building located 382 Galleria Pai-lcway, Madison, Mississippi 39110, under and pursuant to the provisions of a certain lease dated J a a , 20 ^1 between Landlord, (the "Lease"); and C. Tenant has agreed to subordinate the Lease to the Mortgage and to the lien thereof and Mortgagee has agreed to grant non-disturbance to Tenant under the Lease on the teims and conditions hereinafter set forth. AGREEMENT; For good and valuable consideration, Tenant, Mortgagee and Landlord agree as follows; Subordination. The Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at al! times continue to be subject and subordinate in all respects to the terms, covenants and provi-sions of the Mortgage and to the lien thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder wath the same force and effect as if the Mortgage had been executed, delivered and recorded prior to the execution and delivery of the Lease, Non-Distuxbance, I f any action or proceeding is commenced by Mortgagee for the foreclosure of the Mortgage or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not resuh in the teitnination of the Lease, affect the terras of the Lease, or disturb Tenant's
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possession or use ofthe premises demised tliereunder, and the sale of the Property in any such action or proceeding and the exercise by Mortgagee of any of its other rights under the Note or the Mortgage shall be made subject to allrightsof Tenant under the Lease, provided that at the time of tlie commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the Lease shall have executed, (b) the Lease shall be in full force and effect and (c) Tenant shall not be in material default and fajl to cure by any applicable cure period under any of the terras, covenants or conditions ofthe Lease or of this Agreement on Tenant*s pail to be observed or performed. Attornment. I f Mortgagee or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure ofthe Mortgage or the acceptance of a deed or assigranent in lieu of foreclosure or by reason, of any other enforcement of the Mortgage (Mortgagee or such other purchaser being hereinafter referred to as "Purchaser"), Purchaser shall give Tenant thirty (30) days prior written notice of the change of ownership and if the conditions set forth in the Section above entitled "Non-Disturbance" have been met at the time Purchaser becomes owner of the PTOpeity, the Lease shall not be tennlnated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all ofthe terms, covenants and conditions set forth in the Lease and, in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition ofthe Property shall be deemed to have agi'eed to accept such attornment. Upon the written request of Mortgagee or its successors or assigns, Tenant shall enter into a new lease ofthe Premises with Mortgagee or such successor or assign for the tlien remaining term of the Lease, upon the same tenns and conditions as contained in the Lease, except as otherwise specifically provided in this Agreement. Notice to Tenant. After notice is given to Tenant by Mortgagee that the Landlord is in default under the Note and the Mortgage and that the rentals under the Lease should be paid to Mortgagee pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Mortgagee in connection therewith, Tenant shall thereafter pay to Mortgagee or as directed by the Mortgagee, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Mortgagee and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments. Notice to Mortgagee and Right to Cure. Tenant agrees that any notice of default by Landlord under the Lease that Tenant would deliver to Landlord pursuant to the Lease shall be delivered to both the Landlord and to Mortgagee. Tenant also agrees that, notwithstanding any provisions ofthe Lease to fte contrary, no notice of cancellation thereof or of an abatement shall be effective unless Mortgagee shall have received notice of default giving rise to such cancellation or abatement and (i) in the case of any such default that can be cured by the payment of money, until thirty (30) days shall have elapsed following the giving of such notice or (ii) in the case of any other such default, until the lesser of such period set forth in the Lease or a reasonable period for remedying such default shall have elapsed following the giving of such notice. Notwithstanding the foregoing, Mortgagee shall have no obligation to cure any such default unless Mortgagee becomes Purchaser as hereinabove defined. Notices, All notices or other v^ritten communications hereunder shall be deemed to have
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been properly given seven (7) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed, as follows: If to Tenant: Michael Thomas, Vice President for the Division of Business & Finance Jackson State University Post Office Box 17024 Jackson, Mississippi 39217 with copy to: Division of General Counsel Jackson State University Post Office Box 17239 Jackson, Mississippi 39217 I f to Mortgagee:

or addressed as such party may fi-om time to time designate by written notice to the other parties. For purposes of this Section, the term "Business Day" shall mean a day on which commercial banks ai'c not authorized or required by law to close in the state where the Property is located. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. Successors and Assigns, This Agreement shall be binding upon and inure to the benefit of Mortgagee, Tenant, Landlord, and Purchaser and their respective successors and assigns. Goveraing Law. This Agreement shall be deemed to be a contact entered into piu'Siiant to the laws of the State where the Property is located and shall in all respects be govemed, construed, applied and enforced in accordance with the laws of the State where the Property is locatedMiscellaneous. This Agreement may not be modified in any manner or terminated except by an instrument in vvriting executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be consU"ued without such provision. Tliis Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. This Agreement shall not he binding and m full force and effect until executed by all parties hereto. Whenever the context may require, any pronouns used herein shah include the corresponding masculine, feminine or neuter forms, and the singular foim of nouns and pronouns shall include the plural

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and vice versa. Definitions. The term "Mortgagee" as used herein shall include the successors and assigns of Mortgagee and any person, party or entity which shall become the owner of the Property by reason of a foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term "Landlord" as used herein shall mean and include the present Landlord under the Lease and such Landlord's predecessors and successors in interest under the Lease, but shall not mean or include Mortgagee. The term "Property" as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered by the Mortgage. IN WITNESS WHEREOF, Mortgagee, Tenant and Landlord have duly executed this Agi'eement as of the date fust above vratten.

TENANT: Jackson State University

MORTGAGEE:

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