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L E A S E A G R E E M E N TThis Lease, dated the day of ocw' 20 |>, between Sorrento I I L L C , aMississippi

limited Hability company, hereinafter called Landlord, and J ackson State University, aMississippi Institution of Higher Learning, hereinafter called Tenant.

WITNESSETHA R T I C L E I

PREMISES T E R M & USE1.01. TheLandlord leasesto Tenant the premses containing approximately 8600 rentable

squarefeet (RSF) (hereinafter called the "Premses"), as shown on the floor plan attached heretoas 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 squarefeet, per B O M A standards, plus a 13.31%pro ratasharefor centralizedBuildingcommonareas.)Tenant may measure the Premses following the Commencement Date (as defmed below);otherwise, the Rentable Area set forth herein shall be Landlord's final measurement of thePremses. Landlord's final measurement shall be binding upon Tenant, unless Tenant notifiesLandlord of any actual error thereinwithin thirty (30) days after the Commencement Date. Insuch event, an independent, third-party architect selected by Tenant shall certify the usable andrentablesquarefootage of the Premses and the rentablesquarefootage of theBiulding. The costof such third-party architectural services shall be paid for by Tenant. However, i f the third-partyarchitect determnes that the actual rentable square footage of the Premses is 5% less than therentable square footage measurement of the Premses provided by the Landlord, the cost of thethird-partyarchitectural services shall be paid for byLandlord.

The term of this lease shall be one-hundred and twenty (120) months commencing onFebruary 1, 2013, based on a signed leaseFebruary 1, 2013. The actual date of commencementshall be hereinafter referredto as the Commencement Date. At such time as the CommencementDate shall have been established. Landlordand Tenant shall execute a memorandumconfirmngsaid date, as set forth in Exhibit B attached hereto and, upon execution, shall be deemedincorporatedherein by reference.

1.02. Tenant, upon one hundred and twenty (120) days advance written notice toLandlord, shall have theright to renew theleasefor two successive periods of five (5) years eachat a rental rate that is 95% of the Fair Market Rent which shall be based on simlar class"A"office spaceon Highland Colony Parkway & Galleria Parkway with like-kind size, and officeconstruction tj'pe. Any dispute over the Fair Market Rent shall be mediated. Such mediationshall be non-binding, and Tenant shall be allowed to reject such rental rate for any renewalperiod, with the result of suchrej ectionbeing aforfeiture of itsoption, unless the parties come toa mutual agreement as to the rental rate for any renewalperiod. I f the rental for the renewal rateis not accepted by Tenant, then this Agreement shall termnate as of the end of its original 10-year term.

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1.03. Tenant shall have an ongoing right of first refusal on all space that becomesavailable in the Building, second only to the existing rights of any current tenants. Tenant shallnotify Landlord of its election to lease any such space within ten (10) business days ofLandlord'snotification of such spacebeing available.

AR T I C L E I IRENTA L

2.01. In consideration for this Lease, Tenant promses to pay Landlord at the office ofLandlord in lawful money of the UnitedStates,a rental of the following schedule:

Y ear 1- S 16.50 per R SF annuaUy (total per year of 141,900)Y ear 2- S 16.75 per R SF annuaUy* (144,050)Y ear 3- S 17.00 per R SF annually * (146,200)Y ear 4- $ 17.25 per R SF annually * (148,350)Y ear 5- $ 17.51 per R SF annuaUy * (150,586)Y ear 6- $ 17.78 per R SF annually * (152,908)Y ear 7- S 18.04 per R SF annually * (155,144)Y ear 8- S 18.31 per R SF annually * (157,466)Y ear 9- S 18.59 per R SF annually * (159,874)Y ear 10- S 18.87 per R S F annuaUy *(162,282)

* =Each year following Y ear 1, the price per R SF increases by a 1.5% escalation over theprior year. Rent over the ten year term totalsapproximately $1,518,760.Rental paj-inents are to bemade in monthly installments using the following schedule:

$_11,825per month begmnmg Feb. 1st, 2013, through J an . 31, 2014$_12,004.17per month beginningFeb. 1st, 2014, through J an.31,2015$_12,183.33per month beginningFeb. 1st, 2015, through J an.31,2016$ 12,362.50 per month beginningFeb. 1st, 2016, through J an . 31,2017$_12,548.83per month beginnmg Feb. 1st, 2017, through J an . 31,2018$_12,742.33per month beginningFeb. 1st, 2018, through J an . 31,2019$ 12,928.67 per month beginningFeb. 1st, 2019, through J an . 31,2020$_13,122.17per month beginningFeb. 1st, 2020, through J an . 31,2021$_13322.83per month beginning Feb. 1st, 2021, through J an.31,2022S_13,523.50per month beginningFeb. 1st, 2022, through , J an. 31, 2023

Under no circumstances shall Tenant be required to pay rent for any occupancy of thePremsesby Tenant prior to substantial completionand/or Certificate of Occupancy receipt. A l lmonthly installments of rent are due inadvanceon the fnst day of eachmonth. Tenant agrees topay a late charge of one and a half percent (1.5%) of the monthly rent in the event that a rentalpayment is not timely made, so that such late fee shall be applied consistently with the mandatesof Miss.Code Section 31-7-305.


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2.02. For purposes of this Lease and the calculation of Tenant's pro rata shareofoperatingexpenses, the following definitions shall apply:

"Base Year"shall mean the calendar year2013. "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 acomputation or information relatingto any Additional Rent assertedby Landlord to be due pursuant to the provisions of this Lease, and containingbackup data reasonably sufficient for Tenant to verify the accuracy of suchStatement.

"Tenant's Proportionate Share* shall be 5.9%, based on approximately8,600rentablesquare feet in the Premses compared to thetotal rentable square footageof approxknately 145,600 in theBuilding. I f either ofthesefiguresshall varyduring the Term, Tenant's Proportionate Share shall be appropriatelyadjusted.

"OperatingExpenses" shall mean:(a) Utilities including the costof purchasingelectricity, water, and gas, other

thanextraordinary quantities forwhich tenants are charged inadditiontorental.

(b) Labor includingthe sumof all wages, salaries, compensation and pricespaidall persons includingcontractors, engaged in the general maintenanceandoperation of the entireBuilding.

2.03. "OperatingExpenses" shall not includeany of the following:(a) depreciationandamortizationon theBuilding or equipmenttherein,

except as specifically providedherein;(b) interest on andamortizationof mortgages and other debts;(c) the cost of tenant improvementsmade for tenants of theBuilding,

includingpermt, license and mspection fees;(d) financing orrefinancing costs;(e) the cost of anywork or services performed for any tenants of theBuilding

tothe extent that suchwork or services are inexcessof thework orserviceswhichLandlord isrequiredtofurnish to a tenant underthisLeasewithout additional chargewith such tenant;

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(f ) costsandexpensesincurred in connectionwith enforcement leases,including courtcostsand attorney's feesand disbursements in actionsagainst any tenant;

(g) costsandexpensesincurred in connectionwith procuring tenants,including leaseconcessions, leasetakeover or rental assiamptions and legalfees in connectionwith leasenegotiations;

(h) attomey's feesanddistributionsand other costsin connectionwith anyjudgment, settlement orarbitrationaward resultingfrom any tort liabilityof Landlord;

(i ) any costs, fines or penahies incurred due toviolationsbyLandlord of anygovernmental rule or authority;

(j ) salaries and benefits for Landlord's executives above the grade ofBuildingmanager/Director;

(k ) any groundleaserental;(1) costsincurredbyLandlord for the repair of damage to theBuilding to the

extent that theLandlord isentitledto be reimbursed by the insuranceproceeds or wouldhave been hadLandlord carried the insurance a prudentlandlord or simlar propertywouldhave carried;

(m) funds paid toLandlordor toaffiliates ofLandlord for any services in theBuilding to the extent the cost of such serviceexceedsthecostsof suchservices rendered byunaffiliated third parties on acompetitivebasis;

(n) advertising andpromotional expenses;(o) franchise, rental gains,estateand/or income taxes imposed upon Landlord;(p) services provided andcostsincurred in connectionwith the operation of

theretail spaceand the parkingarea, i f any, in theBuilding:(q) expenditures for capital improvements, except as set forth herein;(r) rentals and other relatedexpensesincurred in easing airconditionin

systems, elevators or other equipmentordinarily considered to be ofacapital nature, except equipmentwhich is used inprovidingjanitorialservices andwhich is notaffixed to theBuilding;

(s) any costsincurred byLandlord in connectionwith its compliancewith alllegal and insurance requirements including, without limitation, theAmericanswith Disabilities Act( " ADA " ) ;

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(t) any other expenseswhich inaccordancewith generally acceptedaccounting principles consistently appliedwouldnot normally be treatedas an OperatingExpenseby landlords of comparable btiildings;

(u) Brokerage commssions;(v ) hisurance premums including the sumof premums for all hazard and

liability insurance maintamed on theBuildingand in connectionwith itsoperation. Tenant shall not be responsible for paying for the cost ofinsurance; and

(w ) Ad valorem property taxespaid, including real estatetaxesandassessmentsfurther prorated useful l i fe of the improvement in relation toremainingterm on the leaseor any renewal hereof, assessed, levied orimposed by any Government or Governmental Agency upon theBuildingand landof whichthePremsesare a part. Tenant shall not be responsiblefor paying for the cost of ad valoremtaxesor real estate taxes.

2.04. During eachExpenseYear following the BaseYear, Tenant shall pay Landlord asadditional rent. Tenant's Proportionate Shareof any increases in OperatingExpensesover thoseincurred during theBaseYear, 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 shallpromptly provide written notice of such increase or anticipated increase to Tenant.Notwithstanding anything to the contrary contained in this Section, annual increasesin Tenant'sProportionate Share of Operating Expenses shall not exceed three percent (3%) of Tenant'sProportionate Share of Operating Expenses for the immediately preceding Expense Year on anon-cumulativebasis;provided, however, thecostsofutilitiesshall not be so lii^ited, and Tenantshall bereqiiiredto pay all actual annual increasesin suchcosts.Within one hundred twenty (120) days after the close of each Expense Year, Landlord shalldeliver to Tenant an itemized statement ("Landlord's Statement") shovting inreasonabledetailthe (i) actual OperatingExpensesfor the previous year broken down by component expenses; (ii)Base Year Operating Expenses broken down by component expenses; (i ii) the increase ordecrease, i f any, in Operating Expenses; (iv) the amount Tenant owes to Landlord for theincrease or Landlord owes to Tenant for thedecrease in Operating Expenses, i f any. Any suchamount due shall be paidwithin sixty (60) daysafter receipt of Landlord's Statement.

2.05. Landlord's failure to submt a Landlord's Statement to Tenant within nine (9)months after the expiration of any Expense Year shall be deemed a conclusive waiver ofLandlord's right to any Additional Rent relating to such Landlord's Statement for such year.Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to anyAddhional Rent or refund shall survive the expiration or anysooner termnationof the Term.

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2.06. At any reasonable time, Tenant upon notice to Landlord shall have the right tocausea complete audit of Operating Expenses, and to examine Landlord's books and records forwhich Operating Expenses are based and determined. Landlord shall make such books andrecords available at theoffice where such records are regularly maintained. Tenant shall have theright 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 wasinaccurate by five percent (5%) or more; Landlordshall pay thereasonablecost of such audit andexamination and make the appropriate adjustments to the Landlord's Statement and paymentspursuant thereto. Landlord's books and records shall be maintained in accordancewith generallyaccepted accounting principles. In the event of a dispute. Tenant shall be required to pay allamounts not in dispute, and Landlord and Tenant shall dihgently pursue resolution of thedisputed amounts. Notwithstandinganything to the contrary contained in this paragraph or i n thisLease, Tenant's rights as set forth herein shall survive theexpirationor earlierterminationof thisLease.

2.07. Tenant represents that as aMississippi Institution of Higher Learning( I HL ) . IHLis a governmental entity, as defmed in section 11-46-1 (g) of theMississippi Code of 1972, asamended. As such. Tenant is subject to the provisionsof theMississippi Tort ClaimsAct, whichis codified as section 11-46-1, et seq. of Mississippi code of 1972, as amended, and such actconstitutes themaximumamount of liability of I H L or JSU. Pursuant to section 11-46- 17(2) oftheMississippi Code of 1972, as amended, the Board of Trustees of StateInstitutionsof HigherLearning has elected to provideliability coverage for Tenant for claims under the Act through aself-insurance retention plan approved by theMississippi Tort Claims Board. Tenant is self-insured through this plan.Workers' compensation protection for employees of IHL and Tenant are covered under theMississippi Instimtions of Higher Learning Self-Insured Workers' Compensation Plan in a formand in an amount required byMississippi statelaw.

2.08. Landlord shall procure and maintain a policy for fire and extended coverageinsurance in an amoimt equal to or greater than the replacement cost of theBuilding. Landlordshall maintain such policy throughout the terms of this Lease, for all forms and categories ofliabilitj' and business insurance set forth heren, and shall cause Tenant to be named as anadditional insured on all such policies. Landlord shall provide Tenant, prior to theCommencement Date of this Lease, with a certificate evidencing such insurance coverage andnamingTenant as anadditional insured.

AR T I C L E I I I3.01. Landlord, for the sameconsideration, shall furnish at Landlord's ownexpenseall

usual andreasonablehot andcold water, heatand coolingservices, elevator services for ordinarypurposes and electric current for lighting and standard office equipment including, but notlimited to personal computers, copier machines, telephone equipment, coffee machines, andmicrowave ovens within the Building. Tenant shall not install or use any electrical equipmentsuch as electrical spaceheaters that substantially increases the electrical consumption for the

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Premses without the prior written consent of theLandlord, I f the Tenant requires or consumeselectricity or services inexcessof such usual and reasonable amounts. Tenant shall pay Landlordfor the additionalusage, such charges to be based upon utility rates, electrical consumption forspecific machines and cost of services provided by the Landlord. Failure of the Landlord toiumish these defmed services, or any stoppage of thesedefined services resulting from causesincident to making repairs or improvements or any cause beyond the direct control of theLandlord, shall not be construed to be an eviction of Tenant, nor work an abatement of rent, norconstitute a breach of Landlord's covenant of quiet enjoyment, nor relieve Tenant fromperformance of any covenant or agreement hereunder. Should any equipment or machinery" breakdown, or for any cause cease to function properly. Landlord shall use reasonable diligence torepair the same promptly, but Tenant shall have no claim for rebate of rent or, to the extentpermtted and authorized by Mississippi law, damages on accoimt of interruptions in serviceoccasioned thereby or resulting therefrom, and, to the extent permitted and authorized byMississippi law, Landlord shall incur no liability whatever for any loss, damage, or interruptiono f services caused by a strike, whether such strike shall involveemployees ofLandlordor others.Notwithstandinganything in this Leaseto the contrary, failure of theLandlord to furnish, or anyinterruption of theseservices, resulting from causes incident to making repairs or improvementsor any cause within the reasonable direct control of Landlord, which causes the Premses tobecome untenantable for a period of ten (10) consecutive business days or more, in Tenant'sreasonable discretion, rent payments shall abate commencing with the first day of suchuntenantability. I fLandlord is unable to provide any of theseservices for any reason whatsoeverfo r a consecutive period of ninety (90) days or longer. Tenant, at Tenant's option, may termnatethisLeaseby providingten (10) dayswritten notice to Landlord.

Normal operating hours shall be 8:00 am to 5:00 pm, Monday through Fridaywith the fo l lowingholidaysbeing excluded: New Years Day, Independence Day, ThanksgivingDay and ChristmasDay (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 agreesto also provideTenant with H V A C and lighting from 8:00 am to 5:00 pm Monday through Friday or for suchother nine-hour period as selected by Tenant. Normal business hours shall also include a 10-hourperiod on Saturday. After-hourselectricity usage for the purpose of lightingand H V A C usageshall be billed by Landlord to Tenant on a monthly basis at cost equal to the actual cost ofelectricity billed to Landlord multiplied by 1.10 to account for additional H V A C maintenanceand wear and tear on H V A C equipment. After-hours electrical usageshall be determned usingthe Trane Tracer Energy Management System. Tenant shall have the right to install, at its solecost, supplemental H V A C units, LIPS systems, servers and other specialty electrical equipmentfor its computer room and other areas deemed necessary by Tenant for Tenant's usage. Tenantshall reimburse Landlord for the unit's actual electrical costs, which wi l l be separately meteredwithout markup, and wi l l also be responsible for all repair costs onH V A C units purchased andinstalled by Tenant. Nothing in this paragraph shall l imit Tenants ability to conduct its businessor operations after, or inaddition to, normal operating hours. Theonly additional coststo Tenantfor afterhours use shall be the actual cost of electricity billed for such afterhours use plus the 10percent increase stated above due to H V A C maintenance. Tenant may, at its request, changewhat shall be considered the normal operating hours, provided that such period of timedoesnotexceed 55 hours per week.

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3.02. Landlord shall providejanitorial service five (5) nights per week with BuildingHolidaysbeing excluded.

3.03. Landlord shall provide after-hours accessto theBuilding via an electronic card-keysystem. Tenant may utilize this system to provide for additional security to and within thePremses. Tenant shall have theadditional right to install and operate, at its sole cost, a separateindependent security system under Tenant's control for access to and within its Premses at alltimes. Tenant wi l l provideLandlord with a suitablemeansof emergency accessto the Premses.Tenant shall haveaccessto the Premses 24 hours per day, 365 days per year.

3.04. Landlord shall provide Tenant, at no additional charge, with employee parking intheBuildingparkinglot. A ratio of 7:1 is available for tenant based uponuseable square footage.For clarity, this means 7 spaces per 1000 usable square feet; for example, 8,500 usable squarefeet would yield 60parkingspaces.

3.05. Landlord, at Landlord's sole cost and expense, shall be responsible for the ciurentand future compliancewith all ADA/OSHA requirements and regulations in the Premses andBuilding. Landlord covenants that the Premses and Building are in compliancewith all Federaland State laws andal l local ordinances.

3.06. Tenant shall, and may peacefully have, hold and enjoy the Premses subject to theother terms hereof, and provided Tenant pays the rentals herein recited and performs all of itscovenants and agreements herein contained.

3.07. Landlord shall maintain and repair, in a first-class marmer, the walls, floors (notfloor covering), foundation, and structural support columns of the Building, the roof of theBuilding includingwater tightness, theplumbing,heatmg, ventilation, air conditioning,sprinkler,Hght fixtures, replacement of light bulbs and electrical systems of the Building, the commonareas and parking faciHties for theBuilding, the landscaping for theBuilding, and cabling fromsource to thepoint ofentry into theBuilding.

AR T I C L E IV4.01. Tenant agreesto pay al l rents and sums provided to be paid toLandlord hereunder

at the time and in the manner hereinprovided.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 theBuilding, or any partthereof, caused by Tenant or Tenant's agents, employees, authorized trainees or, to the extentpermtted and authorized by Mississippi law, invitees or visitors. Tenant wi l l repair or replacedamage or injmy to Building caused by Tenant's invitees or visitors, but only i f Tenant's actsoromissions proximatelycause the damage. I f Tenant fails to make such repairs or replacementspromptly, or within thirty (30) days of occurrence. Landlord may, at its option, make suchrepairs or replacements and Tenant shall repay the cost thereof to Landlord within thirty (30)days after receipt of written invoice from Landlord. Tenant wi l l not commit or allow any wasteor damage to be committed on any portion of the Premses, and shall, at the termination of this

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Lease, by lapse of time or otherwise, deliver up said Premses to Landlord in broom cleancondition, ordinary wear and tear and damage by fire or windstorm excepted, and, upon suchtermnation of this Lease, Landlord shall have theright to re-enter and resume possession of thePremses. Tenant, at Tenant's sole cost and expense, shall he responsible for the maintenanceand repair of the interior finishes includingwall coverings,painting, and carpet.4.03. Tenant wi l l not use the Premses or permit the same to be used for any other

purpose than general officepurposes, whichshall include any other lawful purpose. Tenant shallnot make or allowto be made any alterations or physical additions in or to the Premses withoutprior written consent of Landlord, which consent shall not be unreasonably delayed, conditionedor withheld. Landlord's approval shall not be required for interior, non-structural alterationscosting less than Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Any and all suchalterations, physical additions, or improvements, when made to the Premses by Tenant, shall atonce become the property ofLandlordand shall be surrendered to Landlordupon thetermnationin any manner of this Lease, but this clause shall not apply to movable fixtures, equipment,personal property, or furniture of Tenant.4.04. Tenantwi l l not occupy or use, or permit any of the Premses to be occupied or used

for any business purpose unlawful in part or in whole or deemed to be disreputable in anymanner, or extra hazardous, or permit anything to be donewhich wi l l in any way increase therate of insurance on said Building and/or its contents, and in the event that, by reason of actsofTenant, there shall be an increase in rate of the insurance on theBuilding or its contents createdby Tenant's acts or conduct of business, then Tenant, to the extent permitted and authorized byMississippi law, hereby agrees to pay such increase in insurance premium and rate upon fifteen(15) dayswritten demand by Landlord.4.05. Tenant accepts the Premses as suitable for the purpose for which the same are

leasedand assumes all risks of damage to persons or property resultant of Tenant's actions ornegligence, and agrees that no representations except such as contained herein or endorsedhereon have been made to the Tenant respecting thecondition of the said Premses.4.06. Tenant and Tenant's agents, employees, invitees and visitors shall comply fully

with all requirements of the rules of theBuilding, whichmay be made by Landlord (the "Rulesand Regulations"). The Rules and Regulations may be changed or amended by Landlord, whicharenondiscriminatoryand apply equally to all tenants with thirty (30) daysprior writtennotice toTenant. A l l such Rules and Regulations are hereby made a part of this Lease. Landlord shallrequire all tenants of theBuilding to abide by the Rules and Regulations. A copy of the Rulesand Regulations are attached hereto asExhibit " C " and incorporated herein by this reference. Inthe event of a conflict between the Rules and Regulations and the tenns and conditions of thisLease, the terms and conditions of thisLeaseshall control.4.07. Tenant wi l l permit Landlord or its officers, agents, or representatives the right to

enter into and upon any and all parts of the Premses, at all reasonable hours upon reasonablenotice, emergency andjanitorial excepted, to inspect sameor clean or make repairs or alterationsor additions as Landlord may deemnecessary or desirable with prior notice to Tenant. Tenantmay requireLandlord to access the Premses at a time that is convenient to Tenant and require

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repairs to be made after Tenant's normal business hours. Tenant shall not be entitled to anyabatement or reductionof rent by reason thereof

4.08. The Tenant shall not, except to designate the Tenant's business address (and thenonly in a conventional manner and without emphasis or display), use the name "Sorrento 11" or"The Galleria" or any simulation or abbreviation of such name for any purpose whatsoever, l l i eLandlord reservesthe right to change the name of the development at any time. The Tenant w i l ldiscontinue using such name and any simulation or abbreviation thereof for the purpose ofdesignating the Tenant's business address withm 30 days after the Landlord shall notify theTenant that the development is no longer known by such name. Notwithstanding the foregoing,the Landlord expressly acknowledges and approves the use by the Tenant of the fol lowingaddress:

382 Galleria Parkway, Suite 110, MadisoD, M S 391104.09. Tenant shall not paint, display, inscribe, mamtain or affix any sign, picture,

advertisement, notice, lettering or direction on any part of the outside of Premses, except onhallway doors of the Premses, and thenonly such name or names or matter and in such color,size, style, character and material without written approval by Landlord. Landlord reserves theright to remove, at Tenant's expense, all matters other than that above provided for withoutnotice to Tenant.

4.10. Tenant shall not place anything or allow anything to be placednear theglassof anydoor, partition, wall or window which may be unsightly from outside the Premses, and Tenantshall not place or permit to be placed any article of any kind on any window ledge or on theexterior walls, blinds, shades, awnings or other forms of inside or outsidewindow coverings.Window ventilators or simlar devices shall not be placed in or about the outside windows in thePremses except to the extent, i f any, which the character, shape, color, material and makethereof is approved by the Landlord. Tenant shall not overload any floor or part thereof in thePremses, or any facility in the Building or anypublic corridors or elevators thereinbringing inor removingany large or heavy articles, and theLandlordmay direct andcontrol the locations ofsafesand all other heavy articles, furniture and other large or heavy articles that may be broughtinto theBuilding, removed therefrom or moved from place to placewithin theBuilding only attimes and in the manner designated by Landlord. Tenant agrees not to place any load on anyportion of the Premses or other portions of the Building or its equipment, common areas orparking areas that would exceed the allowable load limits as set forth in the Rules andRegulations of the Building or that would otherwisecausedamage to said Premses, Buildingportions, commonareasorparkingareas. A service elevator is expected to be used formovingofany heavy or bulky items. The service elevator has a 4500 pound rating with approximately 10footheight.

ART I C L E V5.01 BuildingCondemnation-

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(a) I f the whole or substantially all of thePremseshereby leasedshall betaken by a public authority under the power of emnent domain, then thetermofthisLeaseshall ceaseas of the daypossessionshall be taken bysuch publicauthorit}', and the rent shall be paid up to thatdatewith aproportionate refund by Landlord of such rent as shall have beenpaid inadvance.

(b) I f lessthan substantially all of the floor areaof thePremsesshall be sotaken, the termof thisLeaseshall ceaseonly on the parts so taken as ofthe day possessionshall be taken by such public authority, and the rentshall be paid up to that daywith a proportionate refund byLandlordofsuch rent as mayhave beenpaid in advance, and thereafter the mnimumrent and any additional rent shall be equitably abated, andLandlordshallat its own cost andexpensemake allnecessaryrepairs or alterations as toconstitute the remainingPremsesa complete architectural unit.

(c) A l l damagesawarded for such taking under the power of emnent domain,whether for the whole or a part of the Premses, shall be the property ofLandlordwhether suchdamagesshall be awarded as compensation fordimnution in value of the leasehold or to the fee of the Premses;provided,however, that the Landlord shall not be entitled to anyseparateaward madeto Tenant for loss of businessand depreciation to and cost ofremoval of its furnishings and fixtures.

5.02. Force Majeure. The obligations of either party to performunder this Agreementshall be excused during a reasonable period of delay caused by matters beyond such party'sreasonable control, including, without hmtation, changes in Laws, strikes, wars, earthquakes,fure, flood, other natural disaster, or any occurrence which is customarily considered an Act ofGod.

5.03. I f the Premsesbe abandoned or vacated by Tenant and Tenant discontinues to payrent, Landlord shall have the right, but not the obligation, to relet same for the remainder of theperiodcovered hereby atreasonableFair Market Rental Ratesas defmed herein; and i f the rent isnot received through such reletting at leastequal to the rent provided for hereunder. Tenant shallpay and satisfy any deficiencies between the amoimt of the rent called for and that receivedthrough reletting,and all expenses incurred by any such reletting, includingbut not limited to thereasonablecost of renovating, altering, and decorating for a new occupant. Nothing herein shallbe construed as in any way denying Landlord the right in case of abandonment, vacation ofPremseswithout payment of rent, or other material breach of this contract by Tenant to treat thesameas an entire breach of thiscontract and any and all damagesoccasioned Landlord thereby.

5.04. In case of holdmg over by Tenant after expiration or termnation of this Lease,Tenant wi l l pay rent equal to one hundred twenty-five percent (125%) of the rent payable at theend of the termfor the entire holdover period. No holding over by Tenant after the termof thisLease, either with or without consent and acquiescence of Landlord, shall operate to extend theLeasefor a longer period than one month, ^d anyholdingover with the consent of the Landlord

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i n writing shall thereafter constitute this Lease a lease from month to month, which may beterminated by either party with thirty (30) days advancewrittennotice.

5.05. Casualty-(a) I f the Premses shall be so damaged by fire, other casualty, actsof God or

the elements (a "Casualty") so that they cannot be restored or madesuitable for Tenant's businessneedswithin one hundred twenty (120) daysfrom thedateof the Casualty ("Substantial Damage"), either LandlordorTenant may termnate thisLeasebywrittennotice given to the other partywithin thirty (30) days after thedateof the Casualty. I f theLeaseis soterminated, the termination shall be effective as of thedateof the Casualtyand the rent shall abatefrom that date, and any Rent paid for any periodbeyond suchdateshall be refunded to Tenant.

(b) I f thisLeaseis not terminated as provided in this Paragraph 5.06, thenLandlordshall, at its sole cost andexpense, diligentlypursue tocompletionrestoration of the Premses to theconditionexistingprior tothe Casualty, including without limitation any Tenant Improvementsconstructed byLandlord. Duringthe restorationperiod, the rent shall abatefor the period duringwhichthe Premses are not suitable for Tenant'sbusiness needs. I f only aportionof the Premses is damaged, the rent shallabateproportionatelybasedupon theportion of the Premses that are notsuitable for Tenant's business needs.

(c) I f Landlorddoesnot restore the Premses as requiredwithin one hundredtwenty (120) days after thedateof the Casualty, Tenant may terminate thisLeasewithout incurringany hability toLandlord subsequent to theCasualty, provided (i) Tenant givesLandlordnot lessthan thirty (30) daysprior writtennotice, and ( i i ) Landlorddoesnot complete the restorationduringsuch thirty (30) day period.

5.06. To the extent permitted and authorized by Mississippi law, Landlord, Tenant, theirrespective insurers hereby mutually covenant and agree to waive any right of recovery whichtheymighthave against the other for any lossespaid to them on apolicy or policies or policies ofinsurance carried on their respective properties. To the extent permitted and authorized byMississippi law, it is agreed that in the event that any loss isprimarily due to the act, omission ornegligence or willful misconduct of either party or its Agents, the responsible party's generalcommercial l iability insurance shall cover losses and damages prior to any other insurancehereunder. The above wavierdoesnot apply incasesdealingwith workman's compensation.

5.07. To the extent permitted and authorized by Mississippi law. Landlord and Tenantagreethat in the event of any legal action or proceeding to enforce either party's rights under thisLease, the prevailing party wi l l be reimbursed by the other party for its attomey's reasonablefees.


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5.08. Tenant shall be guaranteed, during the term of this Lease and any applicablerenewal terms, that the Premises or use of the common areas of the Building shall not bedisturbed.

5.09. This Agreement may not be altered, changed, or amended, except by an instnmienti n 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 of its rights and obligations hereunder and m theBuilding and property referred toherein, such transfers or assignments may be made either to a corporation, partnership, trustcompany, individual(s) and, howsoever made, are to be in all things respected and recognized byTenant. I n the event Landlorddoes transfer or assign theBuilding or property referred to herein,the Landlord shall require the new owner to assume this Lease Agreement and attorn to allobligationsand rights of the parties thereto.

5.11. Tenant reservesthe right to sublet or assign all or part of the Premisesat any timewith Landlord's written consent, which shall not be unreasonably withheld, conditioned ordelayed. Tenant, i f requested by Landlord,agrees to remain fully liable for compliancewith thisLeaseAgreement. No consent shall be required in the event of a subleaseor assignment to anaffiliate or an entit> resulting from a merger or consolidationwith the fum. Tenant shall retainall subleaseprofits, i f any.

5.12. Tenant shall be considered in default of this Leaseupon failure to pay the rent orany other sum required by the terms of the Leasewithin ten (10) days after receipt of writtennotice from Landlord that such sums have not been received by Landlord. Tenant shall beconsidered in default of this Lease upon failure to perform any term, covenant or condition ofthis Lease within thirty (30) days after receipt of written notice, unless such event of defaultcannot be cured by Tenant during such thirty (30) day period and Tenant has commenced suchcure and diligently continues to pursue cure of such default. Upon an event of default. Landlordmay at its option declare this lease terminated, and upon the occurrence of any one or more ofsuch defaults Landlord, immediately or at any time thereafter so long as such default has notbeen cured, may re-enter said Premises and remove all persons and chattels therefrom pursuantto legalprocess, and withoutprejudice to any of its legal rights; provided, that Landlord shall nothave the right to declare this Lease terminated if, within thirty (30) days after notice of anydefault, Tenant fully cures all defaults. Landlord shall be considered in defauk of this Leaseupon failure to perform any term, covenant or condition of this Lease within thirty (30) daysafter receipt of written notice, unless such event of default cannot be cured by Landlord duringsuch thirty (30) day period and Landlord has commenced such cure and diligently continues topursue cure of such default.

5.13. Failure of Landlord to declare any default immediately upon occurrence thereof ordelay in taking any action in connection therewith shall not waive such default, but Landlordshall have the right to declare any such default at any time and take such action as might belawful or authorized hereunder, either at law or in equity.


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5.14. I f the Tenant or its business shall, during the l ife of thisLease, come into possessionof any receiver, assignee, trustee in bankruptcy or other officer or person acting imder the orderof any Court, or to any other person as receiver, trustee orassigneefor the benefit of creditors, orotherwise, or of any sheriff, marshal, constable or other officer or person, Landlord shall havethe right, at his election, to termnate this Lease; said election to be exercised by giving theparties concerned three days writtennotice and Landlord shall have theright to accept rent fromsuch receiver, assignee, trustee, sheriff, marshal, constable or other officer or person withoutimpairing, or affecting in any way, the rights of Landlordunder this Lease.

5.15. Landlord: If, by reason of inability to obtain andutilize labor, materials or supplies,or by reason of circumstancedirectly or indirectly the result of any stateof war or national orlocal emergency, or by reason of any laws, rules, orders, regulations or requirements of anygovernmental authority now or hereafter in force, or by reason of actsof God, or by reason ofstrikes or riots, theLandlord shall be unable toperformor shall be delayed in the performance ofany covenant to supply new service, such nonperformance or delay in perfomiance shall not giverise 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 of its performanceobligationsonly in the event of an Act of God or due to impossibility of which Landlord had nodirectcontrol or influence.

5.16. Tenant: The terms and reference to force majeure delays as used in this Paragraphshall also mean any delay incurred by the Tenant in connectionwith any event attributable topreventing or causing Tenants failure to perform any covenant or obligation herein, resultingfrom, but not limited to war, lightning, earthquake, fire, storm, hurricane, tomado, flood,washout, explosion or any other simlar industry-wide or country-wide cause beyond thereasonable control of the Tenant or party to whom performance is required, or any of itsrepresentatives shall then be excused fi:om the required performance for a period of timeequal toany such prevention, delay or stoppage. Such delay in performance shall also apply to theobligationof the Tenant to pay rental and otherchargesdue under this Lease.

5.17. This Lease shall be binding upon and inure to the benefit of the successors ininterest of the parties hereto. Therefore, although this subordinationprovision shall be deemedfor all purposes to be automatic and effectivewithout any further instrument on the part of theTenant, Tenant shall execute any further instrument reasonably requested by the Landlord toconfirm such subordination; provided such successor in interest shall attorn to the rights andobligations of this Lease. Nothkig contained in this Lease shall be construed as placing anylimitation upon Landlord'sright to sell, mortgage, assign or in any manner convey an interest, inpartor inwhole, of either the land or theBuilding, or both.

5.18. ThisLeaseis and shall be subject and subordinate to all mortgages whichmay noworhereafter affect the land or theBuildingofwhichthe Premses form apart, and toall renewals,modifications, consolidations, replacements and extensions thereof, and although thissubordination provision shall be deemed for all purposes to be automatic and effective withoutany further instrument on the part of the Tenant, Tenant shall execute any further instrumentreasonably requested by the Landlord to confirm such subordination.Nothing contained in thisLeaseshall be construed as placing any limitation upon Landlord'sright tosell, mortgage, assign


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or in any marmer convey an interest, in part or in whole, of either the land or theBuilding, orboth. Landlord shall causeany existing or future mortgagee or fiiture owner to execute a non-disturbance agreement in aform 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 foruse in the electrical fixtures supplied in accordance with the Landlord's current standards fortenant improvements.

5.20. Landlord shall install initial door sign and shall list Tenant on theBuildingdirectoryat no additional cost. Any future signchangesshall be at the total expenseof Tenant, A l l signagemust be approved by Landlord, whichapproval shall not be unreasonably withheld or delayed.

5.21. To the extent permitted and authorized by Mississippi law, each party agrees toindemnify and defend the other against, and toholdeachother harmlessfirom, any and all claimsor demandsof any third party, to the extent causedby any alleged act, omission or negligence ofthe 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 beresponsible, occurring on or in thePremisesor Building. To the extent permitted and authorizedby Mississippi law, in the event that either party shall without fault on its part bemadea party toany litigation commenced by any third parly against the other party which is at fault, then suchother partj- shall protect andhold the partyharmless from andwith respect to such litigation, andshall pay all costs, expenses and attorneys fees incurred or paid by the party without fault inconnectionwith such litigation, together with any judgments rendered against the party withoutfault.

5.22. Right of First Refusal-

(a) Tenant shall havea continuingright of first refusal second to the existingrights of any currenttenants throughout the term of thisLeasefor anyspacelocated on thefirst throughfourth floorsof theBuildingnot thencurrently leasedby Tenant (the "ROFR Premses"), i f and when suchspacebecomesavailable. Tenant's right of first of first refusal shall besuperior to that of any other future tenants.Anyleaseofall or a portion ofthe ROFR Premisesshall be upon the terms and conditions hereafter setforth:

(b) Landlord shall give Tenantwrittennotice ("Landlord's Notice") atthe time the ROFR Premisesbecomeavailable. The rental ratefor theROFR Premisesshall be thesameas the then-current rental rateTenant ispayingunder thisLease, the term of the leasefor the ROFR Premisesshallbe coterminouswith the term of thisLeaseand the ROFR Premisesshallbeaccepted by Tenant in its"as-is"condition, except that Landlord shallprovide an improvement allowance equal to $8.00 per usable squarefoot,pro-rated to take into account the length of term andsizeof the ROFRPremises. Tenant shall havethe right, exercisable uponwrittennotice toLandlordwithin ten (10)businessdaysafter receipt of Landlord's Notice,


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to leasethe ROFR Premses. Tenant's falure to give such notice in thetimeperiod set forth heren shall be considered Tenant's election not toleasethespaceoffered in Landlord's Notice. However, in the event theROFR Premises becomesavalable at any timesubsequentto Landlord'sNotice, Landlord shall be required to provide notice to Tenant and Tenantshall haveright to leasesuch ROFR Premisesunder the terms andconditionsset forth in this Paragraph.

5.23. No recept of money by Landlordfrom Tenant after the terminationof thisLease,orafter the service of any notice, or after commencement of any suit, or after fmal judgment forpossession of thePremisesshall renstate, continue or extend the term of thisLeaseor affect anysuch notice, demand or suit. Landlord and Tenant mutually covenant with eachother:

(1) That all rights and remedies ofLandlordor Tenant under thisLeaseshall becumulative, and none shall exclude any other rights and remedies allowed by law.

(2) Any and all notices anddemandsby or firom Landlord to Tenant, or by or fi:omTenant to Landlord, required or desired to be given hereunder shall be inwritingand shall bevalidly given ormadei f served ether delivered by recognizedcommercial courier that requires awrittenacknowledgment ofdelivery (such asFederal Express); or i f deposited in theUnited Statesmail, certified or registered,postageprepad, return recept requested. A l l notices given inaccordancewiththisSection shall be effective when actually receved; provided, however, that thefirst attempted delivery of any noticewhichwas not delivered as a result of achangeofaddressofwhich the sending party was notnotified or as a result of anyparty's refusal to acceptdelivery shall be deemed recept.

(3) Any notice or demand to Landlord shall beaddressedto Landlord at;Parkway Development, Inc.385-B Highland Colony Parkway, Suite 502Madison,Mississippi 39157A ny notice or demand to Tenant shall beaddressed to Tenant at:Michael Thomas,VicePresident for theDivision of Business & FinanceJackson StateUniversityPostOfficeBox 17024Jackson, Mississippi 39217with copy to:Division of General CounselJackson StateUniversityPostOffice Box 17239

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Jackson, Mississippi 39217(4) It is flirther understood and agreed that anychargesagainst the Tenant by the

Landlord for supplies, services, orwork done on the Premses by order of theTenant, or otherwise accruing under this contract shall be considered as rent dueand shall be included in any lien for rent due and unpaid.

(5) Only Exhibits referenced herein or by Addendum attached hereto shall beincorporatedby reference and constitute avalid partof thisLease. ThisLeaseshall constitute the full and complete agreement between the parties, and anymodification, change, alteration or extension of thisLeasemay onlybe made bywritten instrument acknowledged and executed by the parties hereto. ThisLeaseexpressly supersedesanyprior writtenor oral agreement between the parties.

(6) Any waiver by either Landlord or Tenant, expressor implied, of any breach byany party hereto or of any covenant or provisionof thisLease, shall not be, norshall it be construed to be, a waiver of any subsequent breach of the sameor anyother term, condition, provisionor covenant of the Lease.

(7) I f any term, provision, covenant or obligation, in whole or in part, of thisLeaseortheapplicationthereof to any party or circumstanceshall, to any extent, bedeemed invalid, unenforceable, or inapplicable in the curcumstance or for thestated purpose, in any applicablejurisdiction, then the remainder of thisLeaseorthe apphcation of such term orprovisionto parties or circumstances other thanthose towhich it is heldinvalid, unenforceable or inapplicable shall not beaffected thereby, and each remainingterm andprovisionofthisLeaseshall bevalid and enforceable to the fullest extent permtted by law.

(8) Tenant represents and acknowledges that it has not had dealingswith real estatebrokers or finders and as such Landlord shall not be obhgated to pay, and, to theextent permtted and authorized byMississippi law, shall be held harmess againstpayment of, any fees, damages, clams or demands made upon Landlordon behalfof any real estate broker or finder Tenant purportedly has dealt with not listedabove. Tenant acknowledges that Landlord has previously disclosed that it is aduly licensed real estate broker and owner representing exclusively its owninterest in this transaction.

(9) Conflicting Terms:Landlordand Tenant herebyagreethat: (i ) the terms andconditionsof any Addendum shall exclusively govern Landlord's and Tenant'sobligationswith respect to the content of saidAddendum, and that in the event theLeaseand Addendumconflict, the terms, conditions and covenants of thisLeaseshall prevail.

(10) Time: Time is of the essenceof each of the provisions of this Lease.

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(11) Consent of Parties: Whenever consentor approval of either party is required, thatparty shall not unreasonably withhold or delay such consent or approval.

(12) Authority: I f either party is a corporation, partnership or other entity,eachindividual executing thisLeaseon behalf of such entityrepresents and warrantsthat he/she is duly authorized toexecuteand deliver thisLeaseon behalf of suchentity and that thisLease is binding oneachsuch entity inaccordancewith itsterms. Tenant representsthat the University is authorized toenter this leaseuponthe condition that such leaseis approved by the Mississippi Institutions of HigherLearning, Boardof Trustees.

(13) Interpretation of Lease:ThisLeaseshall be interpreted and construed inaccordancewith the laws of theStateofMississippi. The provisions of thisLeaseshall further be construed inaccordancewith fair meaning of thelanguage usedand shall not bestrictly construed for or against either party.

(14) Notwithstanding anything to the contrary contained in thisLease, it is agreed thatTenant shall not be responsible for: (I) complyingwith any present or future laws,orders, rules or regulations of federal, state, county, municipal or othergovernmental authority or any of theh departments, commissions, boards, oragenciesorwith any direction or recommendation of any publicofficer or officerspursuant to law or with any orders or notices of the National Board of FireUnderwriters or any requirements of an insurer of theBuildingor any part thereof(collectively, the "Requirements"), with respect to either the Premises or of theBuilding, (a) which Owner or Landlord or any affiliate, predecessor in interest,invitee, servant, employee or agent of Owner or Landlord had violated, or (b)where a notice of violation or order was issued prior to the Commencement Dateof this Lease, during this lease term, or any renewals thereof (c) which requireany work, investigation(s), or certification(s) to bemadeon aBuilding-widebasisunder a law enacted after the date of this Lease, or (d) which require anystructural work to be performed unless such compliance is required as a result orby reason of Tenant's specific manner of use of the Premises or method ofoperation therein or by the negligence, acts or omissions of Tenant, its agents,employees, contractors, invitee or servants; ( I I ) correcting any work performed byOwner or Landlordwith respect to the Premises or Building where Owner's orLandlord's work did not comply with such Requirements; (I I I ) investigating,certifying, monitoring, emancipating, removing or in any way dealing withasbestos or hazardous substances unless such asbestos or hazardous substanceswere introduced into the Premises by Tenant; or (IV) complying with TheAmericans With Disability Act of 1990, except with respect to the provision ofauxiliary aidsand serviceswithin thePremises.

(15) Smoke Free Building: In the interior of the Building, including the stairwells,smoking shall not be permitted at any time.

(16) Landlord warrants that the Premises, Building, Project, Ground, Underground,

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Water, and under water are free from hazardous materials including but notlimited toasbestos.

(17) Representation: Parkway Development, Incorporated (Broker/Manager)representsthe interests of Landlord in this transaction.

(18) Mississippi StateAgency Provisions:a. Conflict of Interest. This Agreement is subjectto Section 25-4-101 oftheMississippi Code Annotated, as amended. This Agreement may be cancelled i fany person significantly involved in the initiating, negotiating, securing, draftingor creating of this agreement on behalf of the University is an employee,consultant, or agent of any other party to thisagreement. Should this Agreementviolate a Mississippi Conflict of Interest law, the Agreement may be declaredvoid.b. Records. The parties shall retain all records relating directly to thisContract during the Contract's term and for aminimtmi of an additional three(3)years. Further, such records w i l l be available at reasonable times for inspectionand audit by JSU or the StateofMississippi during the term of thisagreement andfor three (3) years thereafter. The records shall be provided at Jackson StateUniversity in Jackson,Mississippi, upon request.c. Failure of Legislature to Appropriate. I f JSU's performance under thisAgreement depends upon the appropriation of funds by the Mississippilegislature, and i f the Legislature fails to appropriate the funds necessary forperformance, then the JSU may providewritten notice of such non-appropriationand cancel this Agreement withoutfiirther obligation of JSU. I f JSU exercises itsright to cancel this agreement due to the failure of the Legislature to appropriatefunds, then theJackson StateUniversity Development Foundation, Inc. (J SUDF),agrees to assume JSU's obligations, responsibilities, and benefits of thisAgreement, and w i l l enter such additional agreement(s) as may be necessary toaccomplish this commitment.d. Landlord's Employees. Landlord represents and warrants that it w i l lensure its compliance with the Mississippi Employment Protection Act (SenateB i l l 2988 firom the 2008 Regular Legislative Session) and v/il l register andparticipate in thestamsof verification system for all newly hired employees. Theterm "employee" as used herein means any person that is hired to perform workwithin the State of Mississippi. As used herein, "status verification system"means the Illegal Immigration Reform and Immigration Responsibility Act of1996 that is operated by the UnitedStatesDepartment of Homeland Security, alsoknown as the E-Verify Program, or any other successor electronic verificationsystem replacing the E-Verify Program. Landlord agrees to maintain records ofsuch compliance and, upon request of the Stateof Mississippi, to provide a copyof each suchverification to the Stateof Mississippi. Landlord further represents

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and warrants that any person assigned to perform services hereunder meets theemployment eligibility requirements of all immigration laws of the State ofMississippi. Landlordunderstandsand agreesthat any breach of these warrantiesmay subject Landlord to the following: (a) termination of this Lease andineligibility Stateor public contract in Mississippi for up to three (3) years, withnotice of such cancellation/termination beingmadepublic, or (b) the loss of anyUcense,permit, certification or other document granted to Landlord by an agency,department or governmental entit> for the right to do business in Mississippi forup to one (1) year, or (c) both. In the event of such termination/cancellation.Landlordwouldalsobe liable for any additional costs incurred by the Statedue tothe contract cancellation or lossof Hcenseor permit.e Governing Law. This Contract and all Purchase Orders issued inconnection herewith shall be govemed under the laws of the stateof Mississippiwithout respect to its conflict of interest laws.f. State Institution. Landlordexpressly understands and agrees that Tenant is astate institution of higher learning and is subject to the laws of the State ofMississippi governing actions of state agencies. Landlord further acknowledgesthat Tenant does not relinquish or forfeit any of the rights, protections orguaranties 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 contrarycontained herein, i t is recognized that Tenant is a public agency of the StateofMississippi and is subject to the Mississippi PublicRecords Act, Miss. CodeAnn. 25-61-1, et seq. I f a pubic recordsrequest ismadefor any information providedto Tenant pursuant to this Lease Agreement, Tenant shall promptly notifyLandlord of such request. The disclosing party shall promptly instituteappropriate legal proceedings to protect its mformation. No party to this LeaseAgreement shall be liable to the other party for disclosures of informationrequired by court order or required by law. It is also recognized that Tenant issubject to the provision fo the Mississippi Accountability and Transparency Actof 2008, 27-104-151, et seq.. Miss. Code Ann., and is requhed to providepublicaccessto its financial information andexpenditures through the Institutionsof Higher Learning Accountability andTransparency website.

Official Capacity. Theparties agreethat the individuals executing this Agreement do so in theirofficial capacities only, and neither party wi l l pursue any action for damages against anysignatory in his or her individual capacity.

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I N WITNESS WHEREOF, the partieshave hereunto executed thisLeaseAgreement thisthe day of , 2013.L A N D L O RD TENANTSorrento I I L L CTaxpayer Identificatio

J a fisoii' tate Universityr Identification No.

JACKSON STATE UNIVERISITY DEVELOPMENT FOUNDATION, INC.(AS GUARANTOR AND SUCCESSOR IN INTEREST I N THE EVENT OF TERMI NATIONB Y JSU PER PROVISION 18(C))

B Y :David Hoar v \ H y"

FOR TENANT

Stateof MississippiCoimt>of

This day personally appeared before me, the undersigned authority in and for thestateand county aforesad, within my jurisdiction, on this the day of \]r}nUfir{j -2013, who acknowledged that he signed and deivered theaboveforegoing instrumeAt.

Dm v T ; . MUM JNotary PublicM y commission expires: J l J mJ ^ h5,ZOl6 SEAL ; -*^D#looest'''^

: OLLIEM. STEWARD'-.C omm tsslon Expire s.* ,\o;:. Nov. 13, 2015 yj

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