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COMMERCIAL SERVICES

123 Main Street - Anywhere, PA 17777 Phone: 717-555-1212 Fax: 717-555-2121

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August 21, 2012

Mr. John Smith Broker Commercial Realty 2039 Main Street Anytown, PA 18929

RE: Lease Proposal/Letter of Intent for the lease of office space at Big Corporate Center

Dear Mr. Smith, We are pleased to submit the following Lease Proposal/Letter of Intent for ABC Company to lease office space from XYZ Company at Big Corporate Center located in Anytown, PA for your clients review, consideration and approval. Please respond to this proposal by August 28, 2012. TENANT (Lessee): ABC Company-202 5th street, Flagstaff, Arizona 18203 BUILDING OWNERSHIP/LANDLORD (Lessor): XYZ Company-839 20th Street, Virginia Beach, VA 16273 PREMISES: Big Corporate Center, located in Anytown, PA ZONING/PERMITTED USE: CN/Commercial Neighborhood. Landlord must contact municipality to verify tenants use is permitted and provide documentation prior to commencement of lease BUILDING SIZE: 5000 square feet REQUIRED SIZE: 2500 square feet SCHEDULED OCCUPANCY DATE: October 1, 2012 LEASE COMMENCEMENT DATE: January 1, 2012 LEASE TERM: 5 years

COMMERCIAL SERVICES
123 Main Street - Anywhere, PA 17777 Phone: 717-555-1212 Fax: 717-555-2121

www.website.com www.otherwebsite.com
BASE RENT RATE: $12.00 per Square Foot NNN (utilities, taxes, insurance, maintenance) FREE RENT PERIOD: Landlord will provide Tenant with two (2) months free rent (net of utilities & insurance) DUE DILLIGENCE PERIOD: None ESCALATIONS: Base rent shall increase $0.50 per Square Foot per year for term of the lease SECURITY DEPOSIT & PERSONAL GUARANTEE: Equivalent of One (1) month rent to be held by Landlord. Tenant will provide NO personal guarantee RIGHT TO ASSIGN OR SUBLEASE: Tenant shall have the right to sublease all or a portion of the Premises with Landlords permission and approval, which shall not be unreasonably withheld, conditioned, or delayed. RENEWAL OPTIONS: Tenant may extend the lease for two (2) additional five (5) year periods. Each such extended term (s) to be the same terms and conditions as are contained in the Lease, except Base Rent shall be at fair market value. Tenant shall give Landlord one (1) year prior written notice of its intention to exercise its option. LANDLORD SERVICES/MAINTENANCE: Landlord will be responsible for the following services/maintenance: a Structural repairs b Insurance c HVAC maintenance/repairs/replacement d Snow removal e Lawn and parking area maintenance f Exterior repairs/maintenance The following will be the responsibility of the tenant: a Interior repairs b Repairs less than $100 c Trash removal d Janitorial OPERATING EXPENSE & REAL ESTATE TAX ESCALATION/CAM: Tenant shall pay, as additional rent, its proportionate share of the increases in Operating Expenses and Real Estate Taxes in excess of a Base Year. The Base Year shall be 2012. Landlord will provide Tenant all documentation related to these increased expenses. INSURANCE: Tenant shall maintain full Liability and Comprehensive Business Owners coverage naming the Landlord as additional Beneficiary.

COMMERCIAL SERVICES
123 Main Street - Anywhere, PA 17777 Phone: 717-555-1212 Fax: 717-555-2121

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UTILITIES: Landlord will separately meter Tenants lights, plugs, and fan boxes. Tenant electric is currently estimated at $1.85 per square foot. This rate shall increase based upon increases in utility company rates only. NON-DISTURBANCE AGREEMENTS: Landlord will use commercially reasonable efforts to have its lender execute a Subordination and Non-Disturbance Agreement when the Lease is signed [NEVER LIKELY except for big national tenant]. RIGHT OF FIRST OFFER ON ADDITIONAL SPACE: Landlord will work with Tenant to structure any future expansion opportunities within Big Corporate Center subject to space availability. Rate, term, and tenant efforts to ensure that contiguous space will be leased last in the building. USE: General Office Use IMPROVEMENT ALLOWANCE: Landlord, at its sole cost and expense, agrees to turn-key the Premises, based upon the program used in the attached plan provided by Boring Architects, Inc. Plan SK-1 dated March 1, 2012, labeled Exhibit A on Floors 4 & 5 of the building. Tenant shall have the right to make non-material modifications to Exhibit A prior to lease execution assuming there is no additional cost to Landlord. TENANT ALTERATIONS: Any further Tenant alterations will be at Tenants cost and must be approved by Landlord. REDECORATION ALLOWANCE: Landlord will provide a redecoration allowance of $1.00 per square foot for painting Tenant space after the fifth lease year. SIGNAGE: Landlord will provide standard signage and allocate area based on square footage for the monument sign. PARKING: Big Corporate Center current parking ratio is 4/1000 square feet. Landlord will provide five (5) RESERVED parking spaces. PURCHASE/EQUITY PARTICIPATION OPPORTUNITY: Landlord will provide tenant with a Right of First Offer to purchase the building, but will still reserve the right to go to market with the sale. Language to be provided in the lease agreement. ADDITIONAL CONTINGENCIES: This proposal is subject to the following additional contingencies: i Tenant obtaining occupancy permit from municipality BROKERAGE FEE: Landlord recognizes Incite Realty, LLC as Tenants Exclusive Broker Representative in this transaction. Incite Realty, LLC will be compensated their portion of the commission agreed to and between Alpha Realty and XYZ Company.

COMMERCIAL SERVICES
123 Main Street - Anywhere, PA 17777 Phone: 717-555-1212 Fax: 717-555-2121

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CONFIDENTIALITY/DISCLAIMER: This proposal/letter of intent is NOT BINDING upon either party unless and until a formal lease document and related documents are fully executed by Landlord and Tenant. The terms and conditions presented in this proposal are subject to change without notice. This proposal can be withdrawn at any time for any reason. This proposal expires as of August 30, 2012. The material contained herein is confidential. It is solely intended for the use of determining whether ABC Company wishes to lease space from XYZ Company at Big Corporate Center and is not to be copied nor disclosed to any other person. In the event that XYZ Company does not enter in the contemplated transaction, they will continue to keep such information and material confidential. Upon agreement and acceptance of this lease proposal and letter of intent, our attorneys will begin to prepare the formal lease agreement for your review and approval. Final draft of lease to be executed on or before: October 1, 2012. Any questions, please advise.

Sincerely,

AGREED TO AND ACCEPTED:

By John Jones Agent Incite Realty, LLC

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Name ___________________________ Title ___________________________