Bright Mountain Acquisition Corp (Form: 10-Q, Received: 11/12/2014 10:17:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014


¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission file number: 000-54887

[BMAQ_10Q001.JPG]

Bright Mountain Acquisition Corporation

(Exact name of registrant as specified in its charter)


Florida	27-2977890
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

( Address of principal executive offices)(Zip Code)

561-998-2440

(Registrant's telephone number, including area code)

Bright Mountain Holdings, Inc.

( Former name, former address and former fiscal year, if changed since last report)

6400 Congress Avenue, Suite 2250, Boca Raton, FL 33487

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes þ No

As of November 12, 2014 the issuer had 33,160,734 shares of its common stock issued and 32,800,734 shares of its common stock outstanding.

TABLE OF CONTENTS


		Page No.
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	1

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	19

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	22

ITEM 4.	CONTROLS AND PROCEDURES.	23

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	24

ITEM 1A.	RISK FACTORS.	24

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	24

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	24

ITEM 4.	MINE SAFETY DISCLOSURES.	24

ITEM 5.	OTHER INFORMATION.	25

ITEM 6.	EXHIBITS.	25

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:


	·	our limited operating history,
	·	our history of losses and our ability to continue as a going concern,
	·	our ability to raise capital,
	·	managing our expected growth,
	·	possibly inadvertent infringement of third parties intellectual property rights,
	·	dependence on Chief Executive Officer and our ability to hire qualified personnel,
	·	our ability to effectively compete,
	·	our acquisition strategy,
	·	the illiquid nature of our common stock,
	·	the impact of Federal securities laws on the trading in our common stock once a market is established,
	·	control of our company by our management,
	·	our corporate governance practices,
	·	dilution to our shareholders from the conversion of outstanding shares of preferred stock and the payment of dividends on those shares in shares of our common stock, and
	·	the ability of our board of directors to issue shares of our blank check preferred stock.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report, our Annual Report on Form 10-K for the year ended December 31, 2013 and our other filings with the Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Bright Mountain", the “Company,” "we", "us", "our" and similar terms refer to Bright Mountain Acquisition Corporation, a Florida corporation formerly known as Bright Mountain Holdings, Inc., and its subsidiaries. In addition, when used in this report, “third quarter of 2014” refers to the three months ended September 30, 2014, “third quarter of 2013” refers to the three months ended September 30, 2013, “2014” refers to the year ending December 31, 2014 and “2013” refers to the year ended December 31, 2013.

Unless specifically set forth to the contrary, the information which appears on our website at www.bmaq.com is not part of this report.

All share and per share information in this report gives effect to the 1.8 for 1 forward stock split of our common shares on June 26, 2013.

PART 1 - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BRIGHT MOUNTAIN ACQUISITION CORPORATION AND SUBSIDIARIES

(formerly known as Bright Mountain Holdings, Inc., and subsidiaries)

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2014			2013
	*(unaudited)*
ASSETS
Current Assets
Cash	$	380,114		$	1,162,632
Accounts Receivable		2,822			572
Prepaid Costs and Expenses		40,833			42,201
Inventories		651,157			303,318
Total Current Assets		1,074,926			1,508,723
Fixed Assets, net		35,844			34,499
Website Acquisition Assets, net		519,183			42,944
Other Assets		22,580			14,700
Total Assets	$	1,652,533		$	1,600,866
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	208,684		$	182,867
Premium Finance Loan Payable		15,465			26,974
Total Liabilities		224,149			209,841

Commitments and contingencies (Note 8)

Shareholders' equity
Preferred stock, par value $0.01, 20,000,000 shares authorized, 2,600,000 issued and 1,500,000 outstanding respectively
Series A, 2,000,000 shares designated, 1,600,000 and 1,500,000 shares issued and outstanding		16,000			15,000
Series B, 1,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding		10,000			10,000
Series C, 2,000,000 shares designated, 700,000 and 0 shares issued and outstanding		7,000			—
Common stock, par value $.01, 324,000,000 shares authorized, 33,413,234 issued 33,053,234 outstanding, and 32,007,000 issued 31,647,000 outstanding, respectively		334,132			320,070
Treasury Stock (360,000 shares)		(2,501	)		(2,501	)
Additional paid-in-capital		5,147,317			4,022,481
Accumulated Deficit		(4,083,564	)		(2,974,025	)
Total shareholders’ equity		1,428,384			1,391,025
Total liabilities and shareholders’ equity	$	1,652,533		$	1,600,866

See accompanying notes to unaudited condensed consolidated financial statements

BRIGHT MOUNTAIN ACQUISITION CORPORATION AND SUBSIDIARIES

(formerly known as Bright Mountain Holdings, Inc., and subsidiaries)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2014			2013			2014			2013

Product Sales	$	245,812		$	150,747		$	675,130		$	323,147
Advertising Revenue		31,031			1,023			66,876			2,338
Total Revenue		276,843			151,770			742,006			325,485
Cost of sales		186,611			115,532			526,387			254,992
Gross profit		90,232			36,238			215,619			70,493

Selling, general and administrative expenses		435,204			295,024			1,325,199			1,049,893

Loss from operations		(344,972	)		(258,786	)		(1,109,580	)		(979,400	)

Other income (expense)
Interest income		7			9			41			20
Interest expense		—			—			—			(12,093	)
Total other income (expense), net		7			9			41			(12,073	)
Net Loss	$	(344,965	)	$	(258,777	)	$	(1,109,539	)	$	(991,473	)

Preferred stock dividends
Series A & Series B & Series C preferred		—			—			10,617			—
Total preferred stock dividends		—			—			10,617			—
Net loss attributable to common shareholders	$	(344,965	)	$	(258,777	)	$	(1,120,156	)	$	(991,473	)

Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

Weighted average shares outstanding - Basic and diluted		33,053,785			31,622,055			32,474,590			29,555,904

See accompanying notes to unaudited condensed consolidated financial statements

BRIGHT MOUNTAIN ACQUISITION CORPORATION AND SUBSIDIARIES

(formerly known as Bright Mountain Holdings, Inc., and subsidiaries)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY

For the nine months ended September 30, 2014

(Unaudited)


									Additional									Total
	Preferred Stock				Common Stock				Paid-in			Treasury			Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital			Shares			Deficit			Equity
Balance -December 31, 2013		2,500,000	$	25,000		31,647,000	$	320,070	$	4,022,481		$	(2,501	)	$	(2,974,025	)	$	1,391,025
Common stock issued for cash ($.50/share) pursuant to exercised stock option grant						50,000		500		24,500									25,000
Common stock issued for services ($.50/share)						25,000		250		12,250									12,500
Common stock issued for services ($.75/share)						10,000		100		7,400									7,500
Sale of common stock for cash ($.50/share) pursuant to Subscription Agreement						1,300,000		13,000		637,000									650,000
Sale of Series A preferred stock for cash ($.50/share) pursuant to Subscription Agreement		100,000		1,000						49,000									50,000
Sale of Series C preferred stock for cash ($.50/share) pursuant to Subscription Agreement		700,000		7,000						343,000									350,000
Common stock issued for 10% dividend payment pursuant to Series A & B preferred stock Subscription Agreements						21,234		212		(212	)								—
Stock option compensation expense										51,898									51,898
Net loss for the nine months ended September 30, 2014																(1,109,539	)		(1,109,539	)
Balance - September 30, 2014		3,300,000	$	33,000		33,053,234	$	334,132	$	5,147,317		$	(2,501	)	$	(4,083,564	)	$	1,428,384

See accompanying notes to unaudited condensed consolidated financial statements

BRIGHT MOUNTAIN ACQUISITION CORPORATION AND SUBSIDIARIES

(formerly known as Bright Mountain Holdings, Inc., and subsidiaries)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended
	September 30,
	2014			2013
Cash flows from operating activities:
Net Loss	$	(1,109,539	)	$	(991,473	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		8,220			5,945
Amortization		95,761			—
Stock option compensation expense		51,898			30,616
Common stock issued for services		20,000			145,000
Changes in operating assets and liabilities:
Accounts Receivable		(2,250	)		—
Inventory		(347,839	)		(189,721	)
Prepaid costs and expenses		1,368			(3,382	)
Other assets		(7,880	)		(18,944	)
Accounts payable		25,818			94,349
Accrued expenses		—			(20,134	)
Net cash used in operating activities		(1,264,443	)		(947,744	)
Cash flows from investing activities:
Purchase of fixed assets		(9,566	)		(7,853	)
Purchase of websites		(572,000	)		—
Net cash used in investing activities		(581,566	)		(7,853	)
Cash flows from financing activities:
Sale of common stock		675,000			841,500
Sale of Preferred stock		400,000			—
Repurchase of common stock		—			(2,501	)
Payments on premium finance loan		(11,509	)		(14,738	)
Principal repayments-LT debt from related parties		—			(7,305	)
Net cash provided by financing activities		1,063,491			816,956
Net decrease in cash		(782,518	)		(138,641	)
Cash at beginning of period		1,162,632			336,684
Cash at end of period	$	380,114		$	198,043

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	—		$	12,093
Income Taxes	$	—		$	—
Non-Cash Investing and financing activities
Premium finance loan payable recorded as prepaid	$	—		$	19,289
Conversion of related party notes to common stock	$	—		$	286,000

See accompanying notes to unaudited condensed consolidated financial statements

BRIGHT MOUNTAIN ACQUISITION CORPORATION AND SUBSIDIARIES

(formerly known as Bright Mountain Holdings, Inc., and subsidiaries)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Bright Mountain Acquisition Corporation, formerly known as Bright Mountain Holdings, Inc., (“BMAQ” or the “Company,” “we,” “us,” “our”, “Bright Mountain”) is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiaries, Bright Mountain LLC, and The Bright Insurance Agency, LLC, were formed as Florida limited liability companies in May 2011.

Bright Mountain plans to grow its business through organic growth and acquisitions. The Bright Mountain strategy is to concentrate its marketing and development primarily to veterans and public safety audiences.

Our websites contain a number of sections with a vast amount of mission group oriented information including originally written news content, blogs, forums, career information, and video. Bright Mountain Acquisition Corporation ’ s websites are:


·	Bootcamp4me.com;
·	Bootcamp4me.org;
·	Brightwatches.com;
·	Coastguardnews.com
·	Fdcareers.com;
·	Fireaffairs.com;
·	Gopoliceblotter.com;
·	Leoaffairs.com;
·	PopularMilitary.com;
·	Teacheraffairs.com;
·	Thebravestonline.com;
·	Thebright.com;
·	Wardocumentaryfilms.com;
·	Welcomehomeblog.com; and
·	360fire.com

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments necessary to present fairly the consolidated results of operations and cash flows for the nine months ended September 30, 2014, and the financial position as of September 30, 2014 have been made. The results of operations for such interim period is not necessarily indicative of the operating results expected for the full year.

Principles of Consolidation

The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Bright Mountain LLC and The Bright Insurance Agency, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying consolidated financial statements include the fair value of acquired assets for purchase price allocation in business combinations, valuation of inventory, valuation of intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, valuation of equity based transactions, and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents

Fair Value of Financial Instruments and Fair Value Measurements

The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.

We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Accounts Receivable

Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

Inventories

Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

Revenue Recognition

The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements”. Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of product has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams generated directly from its website and specific revenue recognition criteria for each revenue stream is as follows:

Sale of merchandise directly to consumers: The Company’s product sales are recognized either FOB shipping point or FOB destination, dependent on the customer. Revenues are therefore recognized at point of ownership transfer, accordingly.

Advertising revenue is received directly from companies who pay the Company a monthly fee for advertising space.

Advertising revenues are generated by users “clicking” on website advertisements utilizing several ad network partners: Revenues are recognized, on a net basis, upon receipt of payment by the ad network partner since the revenue is not determinable until it is received.

Subscription revenues are generated by the sale of access to career postings on one of our websites. The term of the subscriptions range from one month to twelve months. Revenues are recognized, on a net basis, over the term of the subscription period. All sales are final per the subscription Terms of Use.

The Company follows the guidance of ASC 605-50-25, “Revenue Recognition, Customer Payments”. Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products included in inventories. Promotional products or samples given to customers or potential customers are recognized as a cost of goods sold. Cash incentives provided to our customers are recognized as a reduction of the related sale price, and, therefore, are a reduction in sales.

Cost of Sales

Components of costs of sales include product costs, shipping costs to customers and any inventory adjustments.

Shipping and Handling Costs

The Company includes shipping and handling fees billed to customers as revenues and shipping and handling costs for shipments to customers as cost of revenues.

Sales Return Reserve Policy

Our return policy generally allows our end users to return purchased products for refund or in exchange for new products. We estimate a reserve for sales returns, if any, and record that reserve amount as a reduction of sales and as a sales return reserve liability. Sales to consumers on our web site generally may be returned within a reasonable period of time.

Product Warranty Reserve Policy

The Company is a retail distributor of products and warranties are the responsibility of the manufacturer. Therefore, the Company does not record a reserve for product warranty.

Property and Equipment

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of seven years for office furniture and equipment, and five years for computer equipment. Leasehold improvements, if any, would be amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold of $500 are expensed as incurred.

Website Development Costs

The Company accounts for its website development costs in accordance with ASC 350-50, “Website Development Costs”. These costs, if any, are included in intangible assets in the accompanying consolidated financial statements or expensed immediately if the Company cannot support recovery of these costs from positive future cash flows.

ASC 350-50 requires the expensing of all costs of the preliminary project stage and the training and application maintenance stage and the capitalization of all internal or external direct costs incurred during the application and infrastructure development stage. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of three years.

As of September 30, 2014 and 2013, all internally generated website costs have been expensed.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations, the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model.

Advertising, Marketing and Promotion

Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the nine months ended September 30, 2014 and the nine months ended September 30, 2013, advertising, marketing and promotion expense was $83,069 and $41,758 respectively.

Income Taxes

We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of September 30, 2014, tax years 2013, 2012, 2011 and 2010 remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.

Basic and Diluted Net Earnings (Loss) Per Common Share

In accordance with ASC 260-10, “Earnings Per Share”, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. As of September 30, 2014 and 2013 there were approximately 1,500,000 and 1,360,000 common stock equivalent shares outstanding as stock options, respectively and 3,300,000 and 0 common stock equivalents from the conversion of preferred stock, respectively. Equivalent shares were not utilized, as the effect is anti-dilutive.

Risk and Uncertainty

In accordance with the provisions of ASC 2014-10, “ Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation ”, the Company is required to report significant risk and uncertainties that could significantly affect the amounts reported in the financial statements in the near term. The Company is required to disclose risks and uncertainty existing in the areas of (1) nature of operations, (2) use of estimates in the preparation of financial statements, (3) significant estimates, and (4) current vulnerability due to concentrations. The required disclosures are placed in diverse parts of these financial statements and notes.

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any reportable operating segments as of September 30, 2014 and 2013.

Recent Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “ Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. We have elected to adopt the provisions of this ASU early; accordingly all of the past disclosures, prior to June 30, 2014 reporting period, and presentations on development stage accounting have been eliminated.

We have evaluated all other recent accounting pronouncements, which are not expected to have a material impact on the financial statements upon adoption.

NOTE 2 - GOING CONCERN

Management plans to continue to raise additional capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – BUSINESS ACQUISITIONS

As previously disclosed in our Annual Report on Form 10-K for the year ending December 31, 2013, on January 2, 2014, the Company entered into an agreement to purchase Leoaffairs.com, Fireaffairs.com, and Teacheraffairs.com for $100,000 (the “Websites”). Payment terms for the acquisition of the Websites was $100,000 at closing. Additionally, the Company agreed to pay $4,167 per month, beginning February 1, 2014 and continuing monthly for 36 months, ending January 1, 2017 for management services. The agreement included a provision wherein the seller will receive stock options to purchase 50,000 shares of the Company’s common stock at closing. The agreement also includes a goal oriented incentive plan wherein the seller will have the opportunity to earn up to either a total of $50,000 or 50,000 stock options for each of the years 2014, 2015, and 2016 for achieving specific traffic goals. The Company recorded the fair value of the contingency at $0 on January 2, 2014 and $0 as of September 30, 2014. The acquisition was accounted for following ASC 805 “Business Combination”. The operations of the Websites prior to the Company’s acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of the Websites’ purchase.

As previously disclosed in our Annual Report on Form 10-K for the year ending December 31, 2013, on March 3, 2014, the Company entered into an agreement to purchase Welcomehomeblog.com for $200,000. Payment terms for the acquisition of the website was $200,000 at closing. The acquisition was accounted following ASC 805 “Business Combination”. The operations of the website prior to the Company’s acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of this website purchase.

On May 2, 2014, the Company entered into a Website Asset Purchase and Management Agreement to acquire FDcareers.com for $52,000. The payment terms were $52,000 payable on May 2, 2014 for the website plus $13,000 on May 2, 2014 for management services and consulting fees for the Seller’s maintenance of the Website for the month May 2014 and for training during the months of June and July 2014. The acquisition was accounted following ASC 805 “Business Combination”. The operations of the website prior to the Company’s acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of this website purchase.

On July 1, 2014, the Company entered into a Website Asset Purchase and Management Agreement to acquire PopularMilitary.com on July 1, 2014. The Company purchased PopularMilitary.com for $100,000. The payment terms was $100,000 payable on July 1, 2014 for the website. The acquisition was accounted following ASC 805 “Business Combination”. The operations of the website prior to the Company’s acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of this website purchase.

On September 15, 2014, the Company entered into a Website and Product Business Asset Purchase Agreement to acquire LEWTFM.com, LEWTFM.3dcartstores.com, and Police Blotter and its related Product Business for $120,000 at closing. The purchase of the Product Business does not include any manufacturing equipment, inventory, cash, or accounts receivable. The acquisition was accounted following ASC 805 “Business Combination”. The operations of the website prior to the Company’s acquisition were immaterial; therefore, pro forma information will not be presented. There were no costs of acquisition incurred as a result of this website purchase. Additionally, the Company agreed to pay $1,000 per month, beginning October 15, 2014 and continuing monthly for 30 months, ending March 15, 2017 for consulting services.

NOTE 4 – INVENTORIES

At September 30, 2014 and December 31, 2013 inventories consisted of the following:


	September 30,		December 31,
	2014		2013
Product Inventory: Books	$	591	$	1,383
Product Inventory: Clocks & Watches		648,520		300,210
Product Inventory: Art		885		885
Product Inventory: Jewelry		323		508
Product Inventory: Other Inventory		838		332
Total Inventory Balance	$	651,157	$	303,318

NOTE 5 – PROPERTY AND EQUIPMENT

At September 30, 2014 and December 31, 2013 property and equipment consists of the following:


	September 30,			December 31,			Depreciable Life
	2014			2013			(Years)
Furniture & Fixtures	$	26,762		$	23,921			7
Computer Equipment		40,024			33,300			5
Total Fixed Assets		66,786			57,221
Less: Accumulated Depreciation		(30,942	)		(22,722	)
Total Fixed Assets, net	$	35,844		$	34,499

Depreciation expense was $8,220 and $5,945 for the nine months ended September 30, 2014 and September 30, 2013, respectively.

NOTE 6 – INTANGIBLE ASSETS

Website acquisition assets at September 30, 2014 and December 31, 2013, consists of the following:


	September 30,			December 31,
	2014			2013
Website Acquisition Assets	$	614,944		$	42,944
Less: Accumulated Amortization		(95,761	)		—
Total Website Acquisition Assets, net	$	519,183		$	42,944

Amortization expense was $95,761 and $0 for the nine months ended September 30, 2014 and September 30, 2013, respectively.

NOTE 7 – PREMIUM FINANCE LOAN PAYABLE

Premium finance loans payable related to the financing of the Company’s Error & Omission (E&O) insurance coverage for the period September 6, 2014 through September 6, 2015. The Company financed $15,465 of the total policy premium of $21,817 (including interest and fees of $698) from Pro Premium Finance Company, Inc. The term of the loan are nine equal payments of $ 1,718 per month beginning October 6, 2014. The balance due was $15,465 at September 30, 2014.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2014 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

Lease Commitment

Leases

The Company leases its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,014 square feet for a term of 36 months in Boca Raton, Florida at a base rent of approximately $3,944 per month for the first twelve months with a 3% escalation each year. No additional security deposit was required. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The rent commencement date is October 11, 2014 and will expire on October 10, 2017.

The Company’s prior lease for Suite 2250 expired March 31, 2014.

The Company leases retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a long-term, non-cancellable lease agreement, which contains renewal options. The lease, which was entered into on August 25, 2014, is for approximately 2,150 square feet for a term of 36 months in Delray Beach, Florida at a base rent of approximately $2,329 per month for the first twelve months with a 3% escalation each year. A security deposit of $3,865, first month’s prepaid rent of $3,865, and last month’s prepaid rent of $4,015 was paid upon lease execution. The lease is a triple net lease. Common area maintenance is approximately $1,317 per month for the first twelve months with annual escalations not to exceed 4%. The rent commencement date is October 1, 2014.

Future anticipated minimum lease payments total approximately $24,023 for the remainder of 2014.

Rent expense for the nine months ended September 30, 2014 and 2013 was $53,490 and $34,901 respectively.

Other Commitments

The Company entered into various contracts or agreements in the normal course of business, which may contain commitments. During the nine months ended September 30, 2014 and 2013, the Company entered into agreements with third party vendors to supply website content and data, website software development, advertising, public relations, and legal services. All of these commitments contain provisions whereby either party may terminate the agreement with specified notice, normally 30 days, and with no further obligation on the part of either party.

The Company entered into an Executive Employment Agreement with our Chief Executive Officer, with an effective date of June 1, 2014. Under the terms of this agreement, the Company will compensate the Chief Executive Officer with a base salary of $75,000 annually, and he is entitled to receive discretionary bonuses as may be awarded by the Company’s Board of Directors from time to time. The initial term of the agreement is three years, and the Company may extend it for an additional one-year period upon written notice at least 180 days prior to the expiration of the term.

The agreement will terminate upon the Chief Executive Officer’s death or disability. In the event of a termination upon his death, the Company is obligated to pay his beneficiary or estate an amount equal to one year base salary plus any earned bonus at the time of his death. In the event the agreement is terminated as a result of his disability, as defined in the agreement, he is entitled to continue to receive his base salary for a period of one year. The Company is also entitled to terminate the agreement either with or without case, and the Chief Executive Officer is entitled to voluntarily terminate the agreement upon one year’s notice to the Company. In the event of a termination by the Company for cause, as defined in the agreement, or voluntarily by the Chief Executive Officer, the Company is obligated to pay him the base salary through the date of termination. In the event the Company terminates the agreement without cause, the Company is obligated to give him one years’ notice of the Company’s intent to terminate and, at the end of the one year period, pay an amount equal to two times his annual base salary together with any bonuses which may have been earned as of the date of termination. A constructive termination of the agreement will also occur if the Company materially breaches any term of the agreement or if a successor company to Bright Mountain Acquisition Corporation fails to assume the Company’s obligations under the employment agreement. In that event, the Chief Executive Officer will be entitled to the same compensation as if the Company terminated the agreement without cause.

The employment agreement contains customary non-compete and confidentiality provisions. The Company also agreed to indemnify the Chief Executive Officer pursuant to the provisions of the Company’s Amended and Restated Articles of Incorporation and Restated By-laws.

On September 15, 2014, the Company entered into a 12-month Investor Relations Consulting Agreement. Compensation for services is $5,000 per month and the Company agreed to issue up to 150,000 shares of the Corporation’s common stock for services over the 12-month period to be issued as follows: 37,500 shares to be issued on October, 15, 2014; 37,500 shares to be issued on February 15, 2015; 37,500 shares to be issued on April 15, 2015; and 37,500 shares to be issued on June 15, 2015. The agreement may be canceled on 60-days written notice with no further payment obligation.

NOTE 9 – RELATED PARTIES

During the nine months ended September 30, 2014, a related party founder purchased 400,000 shares of the Company’s common shares for $200,000.

During the nine months ended September 30, 2014, a related party purchased 500,000 shares of the Company’s common shares for $250,000.

During the nine months ended September 30, 2014, a related party founder purchased 200,000 shares of the Company’s Series C shares for $100,000.

During the nine months ended September 30, 2014, a related party purchased 500,000 shares of the Company’s Series C shares for $250,000.

NOTE 10 – SHAREHOLDERS’ EQUITY

Preferred Stock

The Company authorized 20,000,000 shares of preferred stock with a par value of $0.01.

At a meeting of the Board of Directors, held on November 1, 2013, the directors approved the designation of two million (2,000,000) shares of the Preferred Stock as 10% Series A Convertible Preferred Stock (“ Series A Stock ”) and authorized the issuance of the Series A Stock. Holders of the Series A Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation’s common stock at a rate of one share of Common Stock for each ten shares of Series A Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series A Stock may convert all or part of the Series A Stock into shares of common stock on a share for share basis. Series A Stock shall rank superior to all other classes of stock upon liquidation. Each share of Series A Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. On the tenth business day of January 2014 there were 17,398 shares of common stock dividends owed and due to the Series A Stockholders of record as dividends on the Series A Stock. On January 10, 2014, the Company issued 17,398 shares of common stock due Series A Stockholders. As of September 30, 2014, there were 113,973 shares of common stock dividends owed but not due until the tenth business day of January 2015 to the Series A Stockholders as dividends on the Series A Stock.

During the nine months ended September 30, 2014, the Company raised additional capital of $50,000 through issuance of 100,000 shares of its Series A Stock pursuant to the same private placement.

At a meeting of the Board of Directors, held on December 23, 2013, the directors approved the designation of one million (1,000,000) shares of the Preferred Stock as 10% Series B Convertible Preferred Stock (“ Series B Stock ”) and authorized the issuance of the Series B Stock. Holders of the Series B Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation’s common stock at a rate of one share of common stock for each ten shares of Series B Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series B Stock may convert all or part of the Series B Stock into shares of common stock on a share for share basis. Series B Stock shall rank superior to all common stock upon liquidation. Each share of Series B Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. On the tenth business day of January 2014 there were 3,836 shares of common stock owed and due to the Series B stockholders as dividends on the Series B Stock. On January 10, 2014, the Company issued 3,836 shares of common stock due Series B Stockholder. As of September 30, 2014, there were 71,234 shares of common stock owed but not due until the tenth business day of January 2015 to the Series B Stockholder as dividends on the Series B Stock.

At a meeting of the Board of Directors, held on September 22, 2014, the directors approved the designation of two million (2,000,000) shares of the Preferred Stock as 10% Series C Convertible Preferred Stock (“ Series C Stock ”) and authorized the issuance of the Series C Stock. Holders of the Series C Stock shall be entitled to the payment of a 10% dividend payable in shares of the Corporation’s common stock at a rate of one share of common stock for each ten shares of Series C Stock. Dividends shall be payable annually the tenth business day of January. Each holder of Series C Stock may convert all or part of the Series C Stock into shares of common stock on a share for share basis. Series C Stock shall rank superior to all common stock upon liquidation. Each share of Series C Stock shall automatically convert to common shares five years from the date of issuance or upon change in control. As of September 30, 2014, there were 1,014 shares of common stock owed but not due until the tenth business day of January 2015 to the Series C Stockholder as dividends on the Series C Stock.

During the nine months ended September 30, 2014, the Company raised additional capital of $350,000 through issuance of 700,000 shares of its Series C Stock pursuant to the same private placement.

Series A, B and C Stock are also subject to adjustment of the conversion terms due to future mergers, sales and stock splits, if any.

Common Stock


A)	Stock Issued for cash

The Company has authorized 324,000,000 shares of common stock with a par value of $0.01.

During the nine months ended September 30, 2014, the Company issued 50,000 shares of its common stock in connection with the exercise of a stock option granted to an outside consultant and received $25,000 based on the exercise price of $0.50 per common share.

During the nine months ended September 30, 2014, the Company raised additional capital through issuance of common stock pursuant to a private placement whereby $650,000 in capital was raised through the issuance of 1,300,000 shares of common stock at $0.50 per share.


B)	Stock issued for services

On April 21, 2014, the Company issued to an attorney 25,000 shares of the Company’s common stock at $0.50 per share, or $12,500, for services rendered. The Company valued these common shares based on the price recent investors paid for common shares pursuant to a private placement.

On September 23, 2014, the Company issued to a consultant 10,000 shares of the Company’s common stock at $0.75 per share, or $7,500, for services rendered. The Company valued these common shares based on the price recent investors paid for common shares in the OTCQB market.


C)	Stock issued for dividends

During the nine months ended September 30, 2014, the Company issued 21,234 shares of its common stock as dividends to the holders of its Series A Stock and Series B Stock only. Holders of the Series A, Series B, and Series C Stock are entitled to the payment of a 10% dividend payable in shares of the Company’s common stock at a rate of one share of common stock for each ten shares of Series A, Series B, or Series C Stock. Dividends shall be payable annually the tenth business day of January. Holders of Series C Stock are entitled to payment of 10% dividend payable in shares of the Company’s common stock on the tenth business day of January commencing in 2015.

Stock Incentive Plan and Stock Option Grants to Employees and Directors

The Company accounts for stock option compensation issued to employees for services in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC Topic 505-50, Equity-Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model.

Stock options issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option, whichever is more reliably measurable in accordance with FASB ASC 505, Equity, and FASB ASC 718 , Compensation-Stock Compensation, including related amendments and interpretations. The related expense is recognized over the period the services are provided.

On April 20, 2011, the Company’s board of directors and majority stockholder adopted the 2011 Stock Option Plan (the “2011 Plan”), to be effective on January 3, 2011. The purpose of the 2011 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2011 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company had reserved for issuance an aggregate of 900,000 shares of common stock under the 2011 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2011 Plan to any individual during any calendar year shall be 180,000 shares. The Company’s board of directors will administer the 2011 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2011 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2011 Plan, as may be determined by the Committee and specified in the grant instrument. During the three months ended September 30, 2014 81,000 shares of common stock under the 2011 Plan were forfeited. As of September 30, 2014, 81,000 shares were remaining under the 2011 Plan for future issuance.

On April 1, 2013, the Company’s board of directors and majority stockholder adopted the 2013 Stock Option Plan (the “2013 Plan”), to be effective on April 1, 2013. The purpose of the 2013 Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2013 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2013 Plan. The maximum aggregate number of shares of Company stock that shall be subject to grants made under the 2013 Plan to any individual during any calendar year shall be 180,000 shares. The Company’s board of directors will administer the 2013 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2013 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the 2013 Plan, as may be determined by the Committee and specified in the grant instrument. During the three months ended September 30, 2014, 54,000 shares of common stock under the 2013 Plan were forfeited. As of September 30, 2014, 149,000 shares were remaining under the 2013 Plan for future issuance.

On January 2, 2014 the Company granted 50,000 ten-year stock options, which have an exercise price of $0.50 per share to a consultant. All 50,000 stock options vested on January 2, 2014. The aggregate fair value of these options was computed at $8,167 or $0.1633 per option.

On January 2, 2014 the Company granted 50,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in January 2015 to an employee. The aggregate fair value of these options was computed at $8,167 or $0.1633 per option.

On August 22, 2014 the Company granted 25,000 ten-year stock options, which have an exercise price of $0.50 per share to a consultant. All 25,000 stock options vested on August 22, 2014. The aggregate fair value on these options was computed at $8,580 or $0.3432 per option.

On September 3, 2014 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in September 2015 to a director. The aggregate fair value of these options was computed at $13,728 or $0.3432 per option.

On September 17, 2014 the Company granted 100,000 ten-year stock options, which have an exercise price of $0.50 per share and cliff vest annually over four years starting in October 2014 to an employee. The aggregate fair value of these options was computed at $34,320 or $0.3432 per option.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates.

The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognized share-based compensation expense on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the nine months ended September 30, 2014:


Assumptions:
Expected term (years)	6.25
Expected volatility	80	%
Risk-free interest rate	0.38%	%
Dividend yield	0	%
Expected forfeiture rate	0	%

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public companies historical volatility, as the Company does not currently trade on the open market. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

The Company recorded $51,898 and $30,616 stock option expense for the nine months ended September 30, 2014 and September 30, 2013 respectively in connection with all options.

As of September 30, 2014 there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $109,041 to be recognized through September 2018.

A summary of the Company’s stock option activity during the nine months ended September 30, 2014 is presented below:


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance Outstanding, December 31, 2013		1,420,000		$	0.23		8.2	$	495,200
Granted		265,000			0.50		—		—
Exercised		(50,000	)		0.50		—		—
Forfeited		(135,000	)		—		—		—
Expired		—			—		—		—
Balance Outstanding, September 30, 2014		1,500,000		$	0.27		6.9	$	339,984
Exercisable at September 30, 2014		800,600		$	0.19		6.9	$	248,040

NOTE 11 – CONCENTRATIONS

The Company purchases a substantial amount of its products from two vendors; Vendor A and Vendor B. During the nine months ended September 30, 2014, these two vendors accounted for 47% and 33%, respectively of total products purchased. Although we continue to expand our product line and vendor relationships, due to the high concentration and reliance on these two vendors, the loss of one of these two vendors could adversely affect the Company’s operations.

The Company sells many of its products through various distribution portals, which include Amazon and eBay. During the nine months ended September 30, 2014, these two portals accounted for 85% and 14%, respectively of our total product sales. Due to high concentration and reliance on these portals, the loss of a working relationship with either of these two portals could adversely affect the Company’s operations.

A substantial amount of payments for our products sold are processed through PayPal. A disruption in PayPal payment processing could have an adverse effect on the Company’s operations and cash flow. The Company established an account with a payment processor as an alternate portal for receiving payments for our products sold.

Credit Risk

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At September 30, 2014 and December 31, 2013, respectively, the Company had cash balances above the FDIC insured limit of $65,377 and $716,847 respectively. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral.

Concentration of Funding

During the nine months ended September 30, 2014 and 2013, a large portion of the Company’s funding was provided by the sale of shares of the Company’s common stock to related parties.

NOTE 12 – SUBSEQUENT EVENTS

On October 1, 2014, the Company authorized the issuance to a consultant the equivalent of $7,500 in shares of the Company’s common stock per calendar quarter for social media related services. On October 10, 2014, the Company issued to a consultant 10,000 shares of the Company’s common stock at $0.75 per share, or $7,500 for social media related services. The Company valued these common shares based on the most recently traded price paid by investors in the OTCQB market as of the date of issuance.

On October 15, 2014, the Company issued to a consultant 37,500 shares of the Company’s common stock at $0.75 per share, or $28,125 for services rendered pursuant to the Investor Relations Consulting Agreement entered into by the Company of September 15, 2014. The Company valued these common shares based on the most recently traded price paid by investors in the OTCQB market as of the date of issuance.

On October 15, 2014 the Company granted 40,000 ten-year stock options, which have an exercise price of $0.78 per share and cliff vest annually over four years starting in October 2015 to a director. The aggregate fair value of these options was computed at $12,256 or $0.3064 per option.

The Company entered into a premium finance agreement on October 30, 2014 with Flat Iron Capital for (1) the Company’s Director’s and Officer’s (D & O) insurance coverage for the period October 31, 2014 through October 30, 2015, (2) a six-year tail policy for the Company’s Director’s and Officer’s (D & O) insurance coverage which terminated on October 31, 2014, and (3) the Employment Practices Liability insurance coverage for the period October 31, 2014 through October 30, 2015. The Company financed $48,172 (including interest of $1,615) from Flat Iron Capital. The terms of the loan are nine equal payments of $5,352 per month beginning November 30, 2014.

On October 31, 2014 the Company raised additional capital through issuance of its common stock pursuant to a private placement whereby $30,000 in capital was raised through the issuance of 60,000 shares of common stock at $.50 per share to a related party founder.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our consolidated financial condition and results of operation s for the three and nine months ended September 30, 2014 and 2013 should be read in conjunction with the unaudited consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Bright Mountain was organized in May 2010. The Company plans to grow its business through organic growth and acquisitions primarily in the veterans and public safety demographic. We own, acquire and manage websites which are customized to provide our niche users, including military and public safety with information and news that is of interest to them.

Bright Mountain websites at December 31, 2013 included:


·	Bootcamp4me.com
·	Bootcamp4me.org
·	Brightwatches.com
·	Coastguardnews.com
·	Thebravestonline.com
·	TheBright.com
·	Wardocumentaryfilms.com
·	360fire.com

During 2014, we have continued to expand our operations through the acquisition of:


·	FDCareers.com
·	Fireaffairs.com
·	Gopoliceblotter.com
·	Leoaffairs.com
·	PopularMilitary.com
·	Teacheraffairs.com
·	Welcomehomeblog.com

Growth and retention of user traffic is paramount to our Company’s future success. We are undertaking specific actions to develop user traffic, including:


·	continued acquisition of websites primarily related to the Company’s core mission;
·	adding more video;
·	growth of social media audiences; and
·	increased emphasis on mobile traffic

Bright Mountain has grown from one website in March 2013 to 15 websites today.

Although our cash operating expenses increased by 39% for the three months ended September 30, 2014 as compared to the three months ended September, 2013, our total revenue increased by 82% and our gross profit increased by 149% for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. Further, advertising revenue increased 32 times for the quarter ended September 30, 2014 as compared to the three months ended September 30, 2013. These increases are being powered by site traffic increases of over 17 times for the three months ending September 30, 2014 as compared to the three months ending September 30, 2013 as a result of organic growth and acquisitions. Visits to the Company’s websites increased to approximately 4,110,000 for the quarter ended September 30, 2014 compared to approximately 240,000 for the quarter ended September 30, 2013 as a result of organic growth and acquisitions.


Website Traffic (Visits)
	Q1	Q2	Q3	Q4
2013	51,000	121,000	240,000	428,000
2014	1,475,000	2,048,000	4,110,000

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses attributable to common shareholders of $1,120,156 and used cash in operating activities of $1,264,443 for the nine months ended September 30, 2014 as compared to net losses attributable to common shareholders of $991,473 and cash used in operating activities of $947,744 for the nine months ended September 30, 2013. The Company had an accumulated deficit of $4,083,564 as of September 30, 2014. The report of our independent registered public accounting firm on our consolidated balance sheet at December 31, 2013, contains an explanatory paragraph regarding substantial doubt of our ability to continue as a going concern based upon our net losses, cash used in operations and accumulated deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

Results of operations for the three and nine months ended September 30, 2014 compared to the three and nine months ended September 30, 2013

Revenue: The Company’s total revenues for the three months ended September 30, 2014 increased 82% as compared to the three months ended September 30, 2013 and total revenue for the nine months ended September 30, 2014 increased 128% as compared to the nine months ended September 30, 2013. Our revenues consist primarily of product sales (approximately 89% and 91% of total revenue for the three and nine months ended September 30, 2014), and to a lesser extent advertising revenue. The increase in our product sales reflects the impact of expanded product lines and increased visitor traffic. We also increased our revenue from advertising revenue, which consists of advertising and subscriptions. The increase reflects the impact of increased visitor traffic as a result of additional websites acquired and organic growth from cross traffic to our full family of sites.

Cost of sales: Cost of sales as a percentage of total revenues was 67% for the three months ended September 30, 2014 as compared to 76% for the three months ended September 30, 2013 and cost of sales for the nine months ended September 30, 2014 was 71% as compared to 78% for the nine months ended September 30, 2013. Our gross profit margins increased to 33% for the three months ended September 30, 2014 as compared to 24% for the three months ended September 30, 2013 and 29% for the nine months ended September 30, 2014 as compared to 22% for the nine months ended September 30, 2013. The reductions in cost of sales, resulting in increased gross profit margins, is primarily attributed to expanded product lines, strengthened purchasing power, and increased advertising revenue which has lower cost of sales than product sales.

Selling, general and administrative expenses: The Company’s total selling, general and administrative expenses for the three months ended September 30, 2014 increased 46% from the three months ended September 30, 2013. Total selling, general and administrative expenses increased by 26% for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013. The increase in total selling, general and administrative expenses can be attributed to ongoing implementation of the Company’s business plan and our need to add employees to manage our growth. Non-cash amortization expense represents a substantial portion of the increase in total selling, general and administrative expense for the three months ending September 2014 and for the nine months ending September 30, 2014, which is new compared to the comparable periods in 2013. The following expenses represent the material increases in our total selling, general and administrative expenses for the three and nine months ended September 30, 2014 from the comparable period in 2013:


·	payroll, payroll taxes, and employee medical expense increased by $64,179 and $173,718 for the three and nine months ended September 30, 2014;
·	rent increased by $4,447 and $18,589 for the three and nine months ended September 30, 2014;
·	stock based, non-cash compensation decreased by $9,884 as a result of forfeited stock options, and increased by $21,282 for the three and nine months ended September 30, 2014 for new option issuances;
·	advertising and marketing expense increased by $4,283 and $41,311 for the three and nine months ended September 30, 2014; and
·	non-cash amortization expense, which represents amortization of the Company’s website acquisition assets, increased by $42,912 and $95,761 for the three and nine months ended September 30, 2014.

Our cash operating expenses for the three months ended September 30, 2014 increased by 39% from the three months ended September 30, 2013. The Company’s cash operating expenses for the nine months ended September 30, 2014 increased by 22% from the nine months ended September 30, 2013. We anticipate that our operating expenses for the remainder of 2014 will increase from a monthly cash average of $130,000 to an approximate monthly cash average of $140,000 per month. This increase in anticipated operating expenses will be primarily affected by our need to add employees to manage our continuous growth.

Liquidity and capital resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of September 30, 2014 we had $380,114 in cash and cash equivalents and working capital of $850,777, as compared to cash and cash equivalents of $1,162,632 and working capital of $1,298,882 at December 31, 2013. Our principal sources of operating capital have been equity financings and loans from related parties. During the nine months ended September 30, 2014 we raised $1,050,000 in capital through the sale of our securities, including $800,000 from sales to related parties, and an additional $25,000 from exercised stock options.

We continue to use our working capital to purchase additional websites. During the nine months ended September 30, 2014, the Company spent $572,000 for the purchase of Leoaffairs.com, Fireaffairs.com, Teacheraffairs.com, Welcomehomeblog.com, FDCareers.com, Popularmilitary.com, and Thepoliceblotter.com. Presently, our average monthly operating overhead is approximately $146,000 of which, approximately $130,000 is cash operating overhead. We intend to increase our average monthly cash operating overhead to $140,000 if we are able to raise additional capital with the initial proceeds being used for an increase in general and administrative expenses, branding, marketing, advertising and promotion, ongoing website development and operations and inventory. In the absence of additional funding, we will need to decrease our expenses, which will adversely impact on our plan of operations.

While we generated revenues of $742,006 for the nine months ended September 30, 2014, we do not anticipate that we will generate sufficient income to fund our operations for the next 12 months and we will need to raise additional working capital of at least $1,000,000. We do not have any firm commitments for this necessary capital and there are no assurances we will be successful in raising the capital upon terms and conditions, which are acceptable to us, if at all. If we are unable to raise the necessary additional working capital, absent a significant increase in our revenues, of which there is no assurance, we will be unable to continue to grow our company and may be forced to reduce certain operating expenses in an effort to conserve our working capital.

Cash flows

Net cash flows used in operating activities was $1,264,433 for the nine months ended September 30, 2014 as compared to $947,744 used in operating activities for the nine months ended September 30, 2013. In the nine months ended September 30, 2014 we used cash primarily to fund our net loss of $1,109,539, acquisitions of websites of $572,000, and increases in our inventory of more than $347,839. The increase in our inventory of 115% at September 30, 2014 from December 31, 2013 reflects both increased inventory related to an expansion of product lines as well as timing of shipments of additional inventory.

Net cash flows used in investing activities was $581,566 for the nine months ended September 30, 2014 as compared to $7,853 used in investing activities for the nine months ended September 30, 2013 due to the purchase of fixed assets and the acquisition of websites totaling $572,000 for the nine month period ending September 30, 2014.

Net cash flows provided from financing activities was $1,063,491 for the nine months ended September 30, 2014 as compared to $816,956 for the nine months ended September 30, 2013. In both periods, cash was provided from the sale of our securities, net of repayments of debt obligations.

Critical accounting policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our unaudited condensed consolidated financial statements appearing elsewhere in this report.

Recent accounting pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “ Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. We have elected to adopt the provisions of this ASU early, accordingly all of the past disclosures and presentations, prior to June 30, 2014, on development stage accounting have been eliminated. We have evaluated all other recent accounting pronouncements, which are not expected to have a material impact on the financial statements upon adoption.

Off balance sheet arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2013. A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. These material weaknesses in our internal control over financial reporting related to:


	·	the Company current has only one employee who is responsible for handling the cash and making deposits, posting cash receipts, writing and mailing checks, and posting cash disbursements. Our CEO reviews bank statements and reconciliations on a monthly basis as a mitigating control until such time as funds are available to the Company to create a position to segregate duties consistent with control objectives, and
	·	we do not currently have monitoring controls in place to ensure correct analysis and application of generally accepted accounting principles. As a result, the Company is contemplating retaining an outside accountant with SEC accounting experience on an as needed basis as a monitoring control.

Management believes that the material weaknesses set forth above did not have an effect on the Company's financial reporting for the period ended September 30, 2014. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors can adversely affect reporting in the future years, when our operations become more complex and less transparent and require higher level of financial expertise from the overseeing body of the Company.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company:


	·	appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures;
	·	create a position to segregate duties consistent with control objectives and will increase our personnel resources; and
	·	hire independent third parties or consultants to provide expert advice as needed.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have improved our internal control over financial reporting.

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

Not applicable for a smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On September 23, 2014, the Company issued 10,000 shares of its common stock valued at $0.75 per share, or $7,500, for services rendered. The vendor had access to information about the Company and the issuance was made in reliance upon exemption provided.

On September 2, 2014, the Company issued 100,000 shares of its common stock to a related party founder at a purchase price of $0.50 per share in a private transaction. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act. The Company did not pay any commissions or finder’s fees in these transactions and we are using the proceeds for working capital.

Between September 24, 2014 and September 25, 2014, the Company raised additional capital of $350,000 through sale of an aggregate of 700,000 shares of its Series C Convertible Preferred Stock to two investors at a purchase price of $0.50 per share in private transactions. Included in these transactions was the sale of 200,000 shares of common stock to a related party founder and 500,000 shares of common stock to an affiliate. The purchasers were accredited investors and the issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) of that act. The Company did not pay any commissions or finder’s fees in these transactions and we are using the proceeds for working capital.

On October 1, 2014, the Company issued 10,000 shares of the Company’s common stock at $0.75 per share, or $7,500, to a consultant as compensation for social media related services pursuant to the terms of an agreement described in Item 5 of this report. T The vendor had access to information about the Company and the issuance was made in reliance upon an exemption provided by Section 4(1)(2) of the Securities Act.

On October 15, 2014, the Company issued 37,500 shares of the Company’s common stock at $0.75 per share, or $28,125, to a consultant as compensation for social media related services pursuant to the Investor Relations Consulting Agreement described in Item 5 of this report. The vendor had access to information about the Company and the issuance was made in reliance upon an exemption provided by Section 4(1)(2) of the Securities Act.

On October 31, 2014, the Company issued 60,000 shares of its common stock to a related party founder at a purchase price of $0.50 per share in a private transaction. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of that act. The Company did not pay any commissions or finder’s fees in these transactions and we are using the proceeds for working capital.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable to our company’s operations.

ITEM 5.

OTHER INFORMATION.

On August 25, 2014 the Company entered into a non-cancellable, long-term lease for its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487. The lease is for approximately 2,014 square feet for a term of 36 months, at a base rent of approximately $3,944 per month for the first twelve months with a 3% escalation each year. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The rent commencement date is October 11, 2014 and will expire on October 10, 2017.

The Company’s prior lease for its corporate offices at 6400 Congress Avenue, Suite 2250, Boca Raton, FL 33487 expired March 31, 2014.

On August 25, 2014, the Company entered into a non-cancellable, long-term lease for retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445. The lease is for approximately 2,150 square feet for a term of 36 months, at a base rent of approximately $2,329 per month for the first twelve months with a 3% escalation each year. A security deposit of $3,865 and last month’s prepaid rent of $4,015 was paid upon lease execution. The lease is a triple net lease. Common area maintenance is approximately $1,317 per month for the first twelve months with annual escalations not to exceed 4%. The rent commencement date is October 1, 2014.

On September 15, 2014, the Company entered into a 12-month Investor Relations Consulting Agreement. Compensation for services is $5,000 per month and the Company agreed to issue up to 150,000 shares of the Company’s common stock for services over the 12-month period to be issued as follows: 37,500 shares to be issued on October, 15, 2014; 37,500 shares to be issued on February 15, 2015; 37,500 shares to be issued on April 15, 2015; and 37,500 shares to be issued on June 15, 2015. The agreement may be canceled by the Company on 60-days written notice with no further payment obligation.

On October 1, 2014, the Company engaged the services of a consultant for social media related consulting and services. The Company issued 10,000 shares of the Company’s common stock at $0.75 per share, or $7,500, to the consultant on October 10, 2014 as compensation for social media related services pursuant to the terms of an agreement.

ITEM 6.

EXHIBITS.


No.		Description
10.23		Website and Product Business Asset Purchase Agreement dated September 15, 2014 by and between Bright Mountain LLC, and Jason Crawford*
10.24		Consulting Agreement dated September 15, 2014 by and between Bright Mountain LLC, and Jason Crawford*
10.25		Lease Agreement dated August 15, 2015 by and between Bright Mountain LLC, and BRP Properties, a Florida General Partnership*
10.26		Lease Agreement dated August 25, 2014 by and between Bright Mountain LLC, and OIII Realty Limited Partnership*
10.27		Investor Relations Consulting Agreement dated September 15, 2014 by and between Bright Mountain Acquisition Corporation, and Hayden IR, LLC*
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*
101.INS		XBRL Instance Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase *
101.LAE		XBRL Taxonomy Extension Label Linkbase *
101.DEF		XBRL Taxonomy Extension Definition Linkbase *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase *

———————

filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BRIGHT MOUNTAIN ACQUISITION CORPORATION

November 12, 2014	By:	/s/ W. Kip Speyer
		W. Kip Speyer, Chief Executive Officer

November 12, 2014	By:	/s/ Annette Casacci
		Annette Casacci, Chief Financial Officer

EXHIBIT 10.23

WEBSITE AND PRODUCT BUSINESS ASSET PURCHASE AGREEMENT

This Website and Product Business Asset Purchase Agreement (the “Agreement”) is made effective on this 15 ^th day of September, 2014, by and between Jason Crawford, of 5848 Hoy Road, Wooster, OH 44691 (the “Seller”), and Bright Mountain, LLC of 6400 Congress Avenue, Boca Raton, FL 33487 (the “Buyer”).

WEBSITE PURCHASE

Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller’s rights, title and interest in and to the Internet Domain Names, LEWTFM.COM, lewtfm.3dcartstores.com, and Police Blotter and all of their respective contents (the “Websites”), and any other rights associated with the Websites, including, without limitation, any intellectual property rights, all related domains, logos, customer lists, email lists, passwords, usernames, and trade names; and all of the related social media accounts including but not limited to, Facebook, Instagram, Twitter, and Pinterest at closing.

PRODUCT BUSINESS PURCHASE

Subject to the terms and conditions contained in this Agreement the Seller hereby Sells and transfers to the Buyer the tee-shirt and hooded sweatshirt business (the “Product Business”) as marketed under the urls lewtfm.com and lewtfm.3dcartstores.com further described as Exhibit A attached hereto and incorporated herein at closing. The sale of the business does not include any manufacturing equipment, inventory, cash, or accounts receivable. Seller will continue producing tee shirts and hooded sweatshirts for Buyer for three years as per pricing in Exhibit A and shall begin invoicing Buyer monthly beginning October 1, 2014. $2.50 will be added to Exhibit A tee shirt pricing for shipping and handling and $5.35 to $9.00, depending on geographic zone will be added to hooded sweatshirts for shipping and handling. Most items will ship in 3 to 5 days. Revenue for all sales after closing shall be transferred to Buyer. Customer returns and customer credits or refunds for sales occurring prior to closing will be the responsibility of Seller.

PAYMENT TERMS

In consideration for the sale of the Websites and Product Business described above the Buyer agrees to pay the Seller the amount of One Hundred Twenty Thousand Dollars (US $120,000.00) at the September 15, 2014 closing. Buyer shall deliver payment to Seller via wire transfer.

SELLER’S OBLIGATIONS

Seller agrees to facilitate and expedite transfer of all Website and Product Business Assets listed above at closing. Further, Seller agrees to make himself available, at mutually acceptable times, for 1 to 2 hours per week by telephone as set forth in the consulting agreement between Seller and Buyer being executed simultaneously with this contract.

REPRESENTATIONS AND WARRANTIES BY THE SELLER

a) The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.

b) The Seller has the exclusive ownership of the Websites and Product Business and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Websites or any of the Website’s content or Product Business activities.

c) The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.

INDEMNITY

The Seller shall indemnify and hold harmless the Buyer against all damages, losses or liabilities which may arise with respect to the Websites or Product Business its use, operation or content caused by Seller until November 15, 2014.

ADDITIONAL DOCUMENTS

Seller agrees to cooperate with Purchaser and take any and all actions necessary to transfer and perfect the ownership of the Website Registration and Hosting from Seller to Buyer, including providing all necessary passwords and usernames on the closing date and thereafter. Further, Seller agrees to cooperate with Buyer to timely transfer all aspects of the Product Business to Buyer.

REVENUE HISTORY

The approximate total revenue of the Product Business for 2013 was $123,000.

NON COMPETE

Seller agrees not to compete with Bright Mountain, LLC with any website similar to lewtfm.com, lewtfm.3dcartstores.com, Police Blotter, or the Product Business in any internet sale.

NOTICE

All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by mail, e-mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of this Agreement.

ENTIRE AGREEMENT AND MODIFICATION

This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.

INVALIDITY OR SEVERABILITY

If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Signed this 15th day of September, 2014.


Seller:	Jason Crawford


Signature:	/s/ Jason Crawford

Buyer:	Bright Mountain, LLC

By:	W. Kip Speyer, President


Signature:	/s/ W. Kip Speyer

EXHIBIT A

[BMAQ_EX10Z23002.GIF]

EXHIBIT 10.24

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made effective on this 15th day of September, 2014, by and between Jason Crawford of 5848 Hoy Road (the “Consultant”), and Bright Mountain, LLC of 6400 Congress Avenue, Boca Raton, FL 33487 (the “Company”).

CONSULTANT AGREEMENT FOR SERVICES

Consultant will be paid $1,000.00 per month for 30 continuous months beginning on October 15, 2014 and continuing on the 15 ^th of each month thereafter and ending March 15th, 2017 for the Consulting Services. Consultant will be paid promptly each month as an independent contractor and no taxes withheld.

CONSULTANT’S OBLIGATIONS

Consultant agrees to make himself available at mutually acceptable times for 1 to 2 hours each week for a telephone conference with the Company during the period of this agreement.

REPRESENTATIONS AND WARRANTIES BY THE CONSULTANT

The execution and performance of this Agreement by the Consultant will not constitute or result in a violation of any material agreement to which the Consultant is a party.

GENERAL CONSULTANT RESPONSIBILITIES

Consultant agrees to cooperate with the Company and provide assistance to the Company as it relates to the continuing operation of Police Blotter, LEWTFM.COM, related social media assets, and the tee shirt, hooded sweatshirt, and related product businesses acquired by Bright Mountain, LLC. Company will not ask Seller to do anything that violates his employers Social Media Policy.

NON COMPETE

Consultant agrees not to compete with the Company or any of its subsidiaries and their owned websites and web market with sites similar to Police Blotter, LEWTFM.COM, and the tee shirt and hooded sweatshirt businesses on the internet for a period of five years after the effective date of this agreement.

NOTICE

ENTIRE AGREEMENT AND MODIFICATION

INVALIDITY OR SEVERABILITY

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Signed this 13 day of September, 2014.


Consultant:	Jason Crawford

Signature:	/s/ Jason Crawford

Company:	Bright Mountain, LLC

By:	W. Kip Speyer

Signature:	/s/ W. Kip Speyer

EXHIBIT 10.25

INDEX TO SHOPPING CENTER LEASE

BOCARAY PLAZA

ARTICLE I - GRANT AND TERM

Page

Section 1.00 Basic Provisions and Definitions

Section 1.01 Leased Premises

Section 1.02 Use of Additional Areas

Section 1.03 Commencement and Ending Date of Term

Section 1.04 Length of Term

Section 1.05 Failure of Tenant lo Open

Section 1.06 Excuse of Owners Performance

ARTICLE II - RENT

Section 2.01 Minimum Rent

Section 2.02 Percentage Rent

Section 2.03 Gross Receipts Defined

Section 2.04 Taxes

Section 2.05 Additional Rent

Section 2.06 Past Due Rent and Additional Rent

Section 2.07 Security

ARTICLE ill - RECORDS AND BOOKS OF ACCOUNT

Section 3.01 Tenant's Records

Section 3.02 Reports by Tenant

ARTICLE IV - AUDIT

Section 4.01 Right to Examine Books

Section 4.02 Audit

ARTICLE V - CONSTRUCTION. ALTERATION RELOCATION AND FINANCING OF IMPROVEMENTS AND ADDITIONS THERETO

Section 5.01 Owners Obligation

Section 5.02 Parking Facilities

Section 5.03 Changes and Additions to Building

Section 5.04 Right to Relocate

Section 5.05 Completion Dale; Cancellation

ARTICLE VI - CONDUCT OF BUSINESS DY TENANT

Section 6.01 Use of Premises

Section 6.02 Operation of Business

Section 6.03 Competition

ARTICLE VII - OPERATION OF CONSESSIONS

Section 7.01 Consent of Owner

ARTICLE VIII - SECURITY DEPOSIT

Section 8 01 Amount of Deposit

Section 0.02 Use and Return of Deposit

Section 8.03 Transfer al Deposit

ARTICLE IX - PARKING AND COMMON USE AREAS AND FACIUTIES

Section 9 01 Control of Common Areas by Owner

Section 9.02 License

ARTICLE X - COST OF MAINTENANCE OF

COMMON AREAS

Section 10.01 Cost of Maintenance of Common Areas

ARTICLE XI - SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS

Section 11.01 Installation by Tenant

Section 11.02 Removal and Restoration by Tenant

Section 11.03 Tenant Shall Discharge All Liens

Section 11.04 Signs

ARTICLE XII - MAINTENANCE OF LEASED PREMISES

Section 12.01 Maintenance by Tenant

Section 12.02 Maintenance by Owner

Section 12.03 Surrender of Premises

Section 12.04 Rules and Regulations

ARTICLE XIII - INSURANCE AND INDEMNITY

Section 13 01 Liability Insurance

Section 13.02 Increase in Fire Insurance Premium

Section 13.03 Indemnification of Owner

Section 13.04 Plate Glass

ARTICLE XIV - UTILITIES

Page

Section 14.01 Utility Charges

ARTICLE XV - OFFSET STATEMENT, ATTORNMENT AND SUBORDINATION

Section 15 Al Offset Statement

Section 15.02 Attornment

Section 15.03 Subordination

Section 15.04 Attorney-in-Fact

. 11

ARTICLE XVI - ASSIGNMENT AND SUBLETTING

Section 16_01 Consent Required

Section 16.02 Corporate Ownership

ARTICLE XVII - WASTE, GOVERNMENTAL REGULATIONS

Section 17.01 Waste or Nuisance

Section 17.02 Government Regulations

ARTICLE XVIII - ADVERTISING AND MERCHANTS' ASSOCIATION

Section 18.01 Merchants' Association

Section 18.02 Change of Name

Section 18.03 Solicitation of Business

ATICLE XIX - DESTRUCTION OF LEASED PREMISES

Section 19.01 Total or Partial Destruction

Section 19.02 Partial Destruction of Shopping Cantor

ARTICLE XX - EMINENT DOMAIN

Section 20 01 Total Condemnation of Leased Premises

Section 20.02 Partial Condemnation

Section 20.03 Total Condemnation of Parking Area

Section 20 04 Owner's Damages

Section 20.05 Tenant's Damages

Section 20.06 Condemnation of Less than a Fee

ARTICLE XXI - DEFAULT OF THE TENANT

Section 21.01 Right to Re-enter

Section 21.02 Right to Relet

Section 21.03 Legal Expenses

Section 21.04 Waiver of Jury Trial and Counterclaims

Section 21.05 Waiver of Rights lo Redemption

ARTICLE XXII - ACCESS BY OWNER

Section 22.01 Right of Entry

Section 2202 Excavation

ARTICLE XXIII - TENANT'S PROPERTY

Section 23 01 Taxes on Leasehold

Section 23.02 ( _T oss and Damage

Section 23.03 Notice by Tenant

ARTICLE XXIV HOLDING OVER, SUCCESSORS

Section 24.01 Holding Over

Section 24.02 Successors

ARTICLE XXV - QUIET ENJOYMENT

Section 25 01 Owner's Covenant

ARTICLE XXVI – MISCELLANEOUS

Section 26 01 Waiver

Section 26.02 Accord and Satisfaction

Section 26.03 Entire Agreement

Section 26.04 No Partnership

Section 26.05 Force Majeure

Section 26.06 Notice

Section 26.07 Captions and Section Numbers

Section 26.08 Tenant Defined, Use of Pronoun

Section 26 09 Broker's Commission

Section 26.10 Partial Invalidity

Section 26.11 No Option

Section 26.12 Recording

Section 26 13 Outside Displays

Section 26.14 Exculpation

ARTICLE XXVII - RULES AND REGULATIONS

Section 27.01 Rules and Regulations

SIGNATURE PAGE

ADDENDUM A

SIGNATURE PAGE

EXHIBIT "A"

EXHIBIT "B"

EXHIBIT "C"

EXHIBIT “D”

EXHIBIT "E"

EXHIBIT “E1”

EXHIBIT “F”

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SHOPPING CENTER LEASE

FOR

BOCARAY PLAZA

THIS INDENTURE OF LEASE by and between BRP PROPERTIES, A FLORIDA GENERAL PARTNERSHIP (hereinafter referred to as "Owner"), and BRIGHT MOUNTAIN LLC, A FLORIDA LIMITED LIABILITY CORP., (hereinafter referred to as "Tenant")

WITNESSETH: That as consideration of the mutual covenants and agreements herein contained, it is agreed by and between Owner and Tenant as follows.

ARTICLE I

GRANT AND TERM

Section 1.00 BASIC PROVISIONS AND DEFINITION'S . This Section 1.00 is an integral part of this lease and all of the terms hereof are Incorporated into this lease in all respects. In addition to the other provisions which are elsewhere defined in this lease, the following, whenever used in this lease, shall have the meaning set forth in this Section, and only such meanings, unless such meanings are expressly contradicted,

limited or expanded elsewhere herein:

(a) DATE OF LEASE:

AUGUST 15, 2014

(b) OWNER'S MAILING ADDRESS:

C/O BRINWO DEVELOPMENT CORP, 150 SOUTH UNIVERSITY DRIVE, SUITE D,

PLANTATION, FLORIDA 33324

(c)

TENANT'S MAILING ADDRESS:

6400 CONGRESS AVE., SUITE 2250, BOCA RATON, FL 33487

(d)

GUARANTOR AND ADDRESS:

N/A

(e)

TENANTS TRADE NAME (Sec. 6.01):

BRIGHT MOUNTAIN LLC, A FLORIDA LIMITED LIABILITY CORP.

(f)

SECURITY DEPOSIT (sec. 8.01):

$3,864.81

(g)

DEMISED PREMISES (Sec. 1.01): As shown on Exhibit A.

BUILDING: BOCA RAY PLAZA

SPACE NO: BAY 17A

FRONTAGE: approximately 20 feet

DEPTH: approximately IRREGULAR feet

GROSS LEASABLE AREA OF THE DEMISED PREMISES: approximately 2,150 square feet.

(h)

LEASE TERM (Sec. 1.04): THREE (3) YEARS . The commencement date of Lease Term is: THE LEASE COMMENCEMENT DATE AND LEASE EXPIRATION DATE SHALL BE ESTABLISHED BY SEPARATE ADDENDU.

(i)

~~FIXED MINIMUM RENT (Sec. 2.01): $________~~

~~per annum for the first lease year, payable in equal Installments, in advance at the rate of $______per month, and adjusted as defined thereafter herein~~ (SEE LEASE ADDENDUM “A’)

(j) ~~PERCENTAGE RENT RATE (Sec. 2.02):~~

~~%) percent~~

(k) ~~PERCENTAGE RENT PERIOD (Sec 2 02):~~

(l) PERMITTED USE (Sec. 6.01): RETAIL / ADMINISTRATIVE OFFICES

Nothing herein shall be construed to indicate any intent upon the part of Owner to restrict the price or prices at which Tenant may sell any goods permitted to be sold under any uses specified.

(m)

TAX CHARGE: To be determined and paid in accordance with Section 2.04.

(n)

COMMON AREA CHARGE: To be determined and paid in accordance with Section 10.01.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

~~(0)~~ ~~MERCHANTS' ASSOCIATION DUES OR MARKETING CHARGES: $~~

~~per annum, payable in~~

~~equal installments, in advance, at the rate of $~~

~~per month, subject to adjustments.~~

(p) EXHIBITS: The Exhibits attached to this lease are hereby incorporated in and made a part of this lease.

EXHIBIT A:

FLOOR PLAN (1)

EXHIBIT B:

FLOOR PLAN (2)

EXHIBIT C:

SITE PLAN

EXHIBIT D:

CONSTRUCTION PLAN

EXHIBIT E:

TENANT OUTDOOR SIGN SPECIFICATIONS

EXHIBIT E1:

TENANT SIGN LOCATION

EXHIBIT F:

HVAC MAINTNANCE PROVISIONS

(q) ADDENDA “A”

SECTION 1.01 Leased Premises.

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be observed and performed, the Owner demises and leases to the Tenant, and Tenant rents from Owner, those certain premises, now or hereafter to be erected in the BOCARAY PLAZA SHOPPING CENTER , (herein called the "Shopping Center") in DELRAY BEACH (City) PALM BEACH (County) FLORIDA (State), which premises consist of a store having interior measurements of 20 feet in width measured from center of wall to center of wall and IRREGULAR feet in depth measured from wall exterior to wall exterior and containing an area of approximately 2,150 square feet, herein called the "leased premises". The boundaries and location of the leased premises are outlined in red on the site plan of the Shopping Center, which is marked Exhibit "A" attached hereto and made a part hereof.

SECTION 1.02 Use of Additional Areas.

The use and occupation by the Tenant of the leased premises shall include the use in common with others entitled thereto of the common areas, employees' parking areas, service roads, loading facilities, sidewalks and customer car parking areas, shown and depicted on Exhibit "A", and other facilities as may be designated from time to time by the Owner, subject however to the terms and conditions of this agreement and to reasonable rules and regulations for the use thereof as prescribed from time to time by the Owner. Nothing herein contained shall be construed as a grant or rental by Owner to Tenant of the roof and exterior walls of the building or buildings, of which the demised premises form a part, or of the walks and other common areas beyond the demised premises.

SECTION 1.03 Commencement and Ending Date of Term.

The term of this lease and Tenant's obligation to pay rent hereunder shall commence upon: (a) the date thirty (30) days after the day Owner, notifies Tenant in writing that the leased premises are ready for occupancy; or (b) the date on which Tenant shall open the leased premises for business to the public, whichever of said dates shall first occur. The term of this lease shall end on the last day of the consecutive full lease year as said term "lease year" is hereinafter defined.

SECTION 1.04. Length of Term

The term of this lease shall be for three (3) years following the commencement of the term as provided in Section 1.03 hereof.

The term "lease year" as used herein shall mean a period of twelve (12) consecutive full calendar months. The first year shall begin on the date of commencement of the term hereof if the date of commencement of the term hereof shall occur on the first day of a calendar month; if not, then the first lease year shall commence upon the first day of the calendar month next following the date of commencement of the term hereof. Each succeeding lease year shall commence upon the anniversary date of the first lease year.

SECTION 1.05. Failure of Tenant to Open.

In the event that the Owner notifies the Tenant that the leased premises are ready for occupancy as herein defined and the Tenant fails to take possession and to open the leased premises for business fully fixtured, stocked and staffed within the time herein provided, then the Owner shall have in addition to any and all remedies herein provided the right at its option to collect the minimum rent herein provided.

SECTION 1.06. Excuse of Owner's Performance.

Any thing in this agreement to the contrary notwithstanding, providing such cause is not due to the willful act or neglect of the Owner, the Owner shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this lease if same shall be due to any strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any material, service or financing, through Act of God or other cause beyond the control of the Owner.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

ARTICLE II

RENT

SECTION 2.01. Minimum Rent. (SEE LEASE ADDENDUM “A”)

Tenant agrees to pay to Owner at the office of Owner, or at such other place designated by Owner, without any prior demand therefore and without any deduction or set-off whatsoever, and as fixed minimum rent; ~~an aggregate of $______ payable as follows:~~

~~(a)~~

~~The sum of $___________in advance upon the first day of each calendar month of (each lease year) (the first through the _______________lease year inclusive); and~~

~~(b)~~

~~The sum of $___________in advance upon the first day of each calendar month of the _____________lease year through the ___________ lease year inclusive; and~~

~~(c)~~

~~The sum of $ __________ in advance upon the first day of each calendar month for the _________________ lease year through the __________________lease year inclusive.~~

If the term shall commence upon a day other than the first day of a calendar month, then Tenant shall pay, upon the commencement date of the term, a pro-rata portion of the fixed monthly rent described in the foregoing clause (a) prorated on a per diem basis with respect to the fractional calendar month preceding the commencement of the first lease year hereof.

SECTION 2.02. Percentage Rent .

~~(a)~~

In addition to the fixed minimum rent aforesaid, Tenant agrees to pay to Owner, in the manner and upon the conditions and at the time hereinafter set forth during each lease year, and as percentage rent hereunder, a sum equivalent to the amount, if any, by which per cent ( %) of the gross receipts, as hereinafter defined, exceeds the fixed minimum rent payable during a lease year. Said percentage rent shall be payable as hereinafter provided al the office of Owner or at such other place as Owner may designate without any prior demand therefore and, expect as provided in clause (b) of this section, without any set-off or deduction whatsoever.

~~(b)~~

Said percentage rent shall be paid annually. The first payment of percentage rent shall be paid on or before the thirtieth (30th) day after the last day of the first lease year of the term hereof, and another payment of percentage rent shall be paid on or before the thirtieth day after the end of each successive year thereafter. The amount of each payment of percentage rent shall be equal to the amount, if any, by which the percentage (described in the foregoing clause (a) of this section) of the gross receipts for the immediately preceding year exceeds the fixed minimum rent for a lease year. If, at the end of any lease year, the total amount of rent paid by Tenant exceeds the total amount of fixed and percentage rent required to be paid by Tenant during such lease year. Tenant shall receive a credit equivalent to such excess which shall be refunded to Tenant within thirty (30) days following Owner's receipt of Tenant's statement of Gross Sales covering the preceding lease year.

~~(c)~~

For the purpose of computing the percentage rent hereunder with respect to the first lease year of the term hereof, the gross receipts received during the first fractional calendar month, If any, of the term hereof shall be added to the gross receipts for the first month of the first lease year of the term hereof.

SECTION 2.03. Gross Receipts Defined.

The term "gross receipt" as used herein is hereby defined to mean receipts from gross sates of Tenant and of all licensees, concessionaries and tenants of Tenant) from all business conducted upon or from the leased premises by Tenant and all others, and whether such sales be evidenced by check, credit, charge account, exchange or otherwise, and shall include. but not be limited to. the amounts received from the sale of goods, wares and merchandise and for services performed on or at the leased premises, together with the amount of all orders taken or received at the leased premises, whether such orders be filled from the leased premises or elsewhere, and whether such sales be made by means of merchandise or other vending devices in the leased premises. II any one or more departments or other divisions of Tenant's business shall be sublet by Tenant or conducted by any person, firm or corporation other than Tenant, then there shall be included in gross receipts for the purpose of fixing the percentage rent payable hereunder all the gross sales of such departments or divisions, whether such sales be made at the leased premises or elsewhere, in the same manner and with the same effect as if the business or sales of such departments and divisions of Tenant's business had been conducted by Tenant itself. Gross sales shall not include sales of merchandise for which cash has been refunded, or allowances made on merchandise claimed to be defective or unsatisfactory, provided they shall have been included in gross sales; and there shall be deducted from gross sales the sales price of merchandise returned by customers for exchange, provided that the sales price of merchandise delivered to the customer in exchange shall be Included in gross sales. Gross receipts shall not include the amount of any sales, use or gross receipts tax imposed by federal, state, municipal or governmental authority directly on sales and collected from customers, provided that the amount thereof is added to the selling price or absorbed therein,. and paid by the Tenant to such governmental authority. No franchise or capital stock tax and no income or similar tax based upon income or profits as such shall be deducted from gross receipts in any event whatever. Each charge or sale upon Installment or credit shall be treated as a sale for the full price in the month during which such charge or sale shall be made, irrespective of the time when Tenant shall receive payment (whether full or partial) therefore.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 2.04. Taxes.

(a)

Tenant, beginning with the first Lease year, shall pay a full prorata share of the real property taxes levied and assessed against the land and Improvements of which the leased premises form a part. Without thereby waiving Tenant's liability for its entire proportionate share of such Taxes due and until Owner receives the next notice of assessment or tax bill, Tenant shall pay to Owner, monthly, in advance, as additional rent _, an estimated Tax Charge for the first lease year and each subsequent lease year, as determined by Owner, as Tenant's share of such Taxes, subject to further adjustment when the amount of such Taxes shall be determined. Prior to the commencement of the term of this lease, Owner shall estimate Tenant’s Tax Charge payable on and after the date during the first lease year and shall notify Tenant of the amount thereof. If the amount of such monthly payments paid by Tenant exceeds the actual amount thereafter due, the overpayment shall be credited on Tenant's next succeeding payment. If the amount of such monthly payments paid by Tenant shall be less than the actual amount due, Tenant shall pay to Owner the difference between the amount paid by Tenant and Tenant's actual Tax Charge due. If any mortgagee or ground lessor of Owner should require real property tax escrow deposits, in advance of the due date, then Tenant shall deposit with Owner, in advance, its share of such Taxes. Any fiscal tax year or years commencing during any lease year hereof shall be deemed to correspond to such lease year, except that with respect to the first and last lease years of the term of this lease the Taxes for the then current fiscal tax year or years and the Taxes payable by Tenant shall be prorated from the commencement date and to the end of the last lease year, as to which Tenant's obligation shall survive the expiration of the term hereof. Owner shall have the right, if permitted by law, to make installment payments of any assessments levied against the Shopping Center, and in such event Tenant's Taxes shall be computed upon the installments and interest thereon paid by Owner in each lease year. Owner shall have the sole, absolute and unrestricted right, but not the obligation, to contest the validity or amount of the Taxes by Appropriate proceedings, and if Owner shall institute any such contest on its own volition, it shall have the sole, absolute and unrestricted right to settle any contest, proceeding or action upon whatever terms Owner may, in its sole discretion, determine. In the event Owner receives any refund or such Taxes (and provided Tenant is not then in default of any of the terms of this lease) Owner shall credit such proportion of such refund as shall be allocable to payment of Taxes actually made by Tenant (less costs, expenses and attorney's fees) against the next succeeding payments of Taxes due from Tenant or if received during the last lease year Owner will refund the same to Tenant within thirty (30) days following the expiration of the Lease Term. Tenant acknowledges that the calculation of the estimated Tax Charge is not a representation or warranty on the part of Owner as to the actual amount of Tenant's Tax Charge and Tenant acknowledges that Tenant has not relied thereon in any respect in entering into this lease. Tenant further acknowledges that any statement of an estimated Tax Charge provided by Owner to Tenant in accordance herewith is solely a means of convenience for administrative purposes and that the actual Tax Charge may vary substantially therefrom. Tenant's Tax Charge shall be computed and determined as a fraction of the total Taxes. The numerator of such fraction shall be the Gross Leasable Area of the Demised Premises and the denominator of such fraction shall be the Gross Leasable Area in the Shopping Center as the same may exist from time to time.

(b)

With respect to any Taxes for which Tenant is responsible hereunder, a copy of an official tax bill submitted by Owner to Tenant shall be conclusive evidence of the amount of Taxes assessed or levied, as well as the items taxed.

(c)

In the event of any dispute, Tenant shall pay the Tax Charge (or estimated Tax Charge, as the case may be) in accordance with the applicable bill or statement, and such payment shall be without prejudice to Tenant’s position. If the dispute shall be decided in the Tenant's favor, by agreement or otherwise, Owner shall pay to Tenant the amount of Tenant's overpayment resulting from compliance with such bill or statement.

(d)

Tenant shall pay, in addition to the Rent, ~~Percentage Rent~~ and Additional Rent, any Sales Tax assessed thereon.

SECTION 2.05 Additional Rent.

The Tenant shall pay as additional rent any money required to be paid pursuant to Sections 2.04, 10.01, 12.01, 12.02, 13.01,13.02, 13.04 and 14.01 and all other sums of money or charges required to be paid by Tenant under this lease whether or not the same be designated additional rent. If such amounts or charges are not paid at the time provided in this lease, they shall nevertheless, if not when due, be collected with the next installment of rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time same becomes due and payable hereunder. or limit any other remedy of the Owner.

SECTION 2.06 Past Due Rent and Additional Rent.

If Tenant shall fail to pay, when the same is due and payable, any rent or any additional rent, or amounts or charges of the character described in Section 2.05. hereof, such unpaid amounts shall bear interest from the due date thereof to the date of

payment subject to Paragraph 4 in Lease Addendum “A”.

SECTION 2.07. Security. SEE SECTION 8.01

As security for the payment of all Rent, Tenant hereby grants Owner a security interest in the following described collateral: (a) all merchandise inventory in the Leased Premises during the Term of this Lease; (b) all of Tenant's existing accounts receivable and all of Tenant's account receivable which come into existence during the Term of this Lease; (c) all of the proceeds of said inventory and accounts receivable; and (d) all equipment and other personal items placed in the Leased Premises during the Term of this Lease.

~~Tenant represents and warrants that no financing statement covering the collateral is on file in any public office, and at the request of Owner~~ , Tenant will join with Owner in executing one or more financing statements pursuant to the Uniform Commercial Code, as enacted in Florida, in form satisfactory to Owner and will pay the cost of filing the same in all public offices where is deemed necessary or desirable by Owner.

Upon Default by Tenant under the terms and conditions of this Lease, or any time thereafter (such Default not having previously been cured), Owner at its option may declare the Tenant in default and shall then have all the remedies of a secured party under the laws of the State of Florida, or the state in which the Leased Premises are located, including, without limitation thereto, the right to take possession of the collateral and for that purpose Owner may enter upon the

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

Leased Premises and remove the same therefrom. Owner will give Tenant at least five (5) days prior written notice of any public sale thereof or of the date on which any private sale or any other intended disposition is to be made, and at any such private sale the Owner may purchase the collateral.

This security agreement and the security interest and collateral created hereby shall be terminated when all of the Rent and other charges becoming due during the Term of this Lease and all extensions hereof have been paid in full.

ARTICLE III

RECORDS AND BOOKS OF ACCOUNT

SECTION 3.01.Tenant's Records.

For the purpose ,b1 ascertaining the amount payable as percentage rent, Tenant agrees to prepare and keep for a period of not less than two (2) years following the end of each lease year adequate records which shall show inventories and receipts of merchandise at the leased premises, and daily receipts from all sales and other transactions on or from the leased premises by Tenant and any other persons conducting any business upon or from said premises. Tenant further agrees to keep for at least two (2) years following the end of each lease year the gross income, sales and occupation tax returns with respect to said lease years and all pertinent original sales records. Pertinent original sales records shall Include: (a) cash register tapes, including tapes from temporary registers; (b) serially numbered sales slips; (c) the originals of all mail orders at and to the leased premises; (d) the original records of all telephone orders at and to the leased premises; (e) settlement report sheets of transactions with subtenants, concessionaires and licensees; (f) the original records showing that merchandise returned by customers was purchased at the leased premises by such customers; (g) memorandum receipts or other records of merchandise taken out on approval; (h) such other sales records, if any, which would normally be examined by an independent accountant pursuant to accepted auditing standards in performing an audit of Tenant's sales; and (i) the records specified in (a) to (h) above of sub-tenants, assignees, concessionaires, or licensees. Owner and Owner's authorized representative shall have the right to examine Tenant's records aforesaid during regular business hours .

'SECTION 3.02. Reports by Tenant

Tenant shall submit to Owner on or before the fifteenth (15th) day following each month during the term hereof (including the fifteenth (151h) day of the month following the end of the term) at the place then fixed for the payment of rent a written statement signed by Tenant, and certified by it to be true and correct showing in reasonably accurate detail, the amount of gross receipts during the preceding month and fractional month, if any, prior to the commencement of the first lease year. Tenant shall submit to the Owner on or before the thirtieth (301h) day following the end of each lease year at the place then fixed for the payment of rent together with the remittance of percentage rent, if any, a written statement signed by Tenant, and certified to be true and correct showing in reasonably accurate detail satisfactory in scope to Owner the amount of gross receipts during the preceding lease year, and duly certified by Independent certified public accountants of recognized standing, which certification shall be one which Is satisfactory to Owner In scope and substance. The statements referred to herein shall be in such form and style and contain such details and breakdowns as the Owner may reasonably determine.

ARTICLE IV

SECTION 4.01, Right to Examine Books.

AUDIT

The acceptance by the Owner of payments of percentage rent shall be without prejudice to the Owner's right to an examination of the Tenant's books and records of Its gross receipts and Inventories of merchandise at the leased premises in order to verify the amount of annual gross receipts received by the Tenant in and from the leased premises .

SECTION 4.02. Audit

~~At its option, Owner may cause, at any reasonable time upon~~ ^. ' forty-eight (48) hours prior written notice to Tenant, a complete audit to be made of Tenant's entire business affairs and records relating to the leased premises for the period covered by any statement Issued by the Tenant as above set forth. If such audit shall disclose a liability for rent to the extent of three (3%) percent or more In excess of the rentals therefore computed and paid' by Tenant for such period, Tenant shall promptly pay to Owner the cost of said audit in addition to the deficiency, which deficiency shall be payable whether or not exceeding three (3%) percent. Any information obtained by the Owner as a result of such audit shall be held in strict confidence by Owner.

ARTICLE V

CONSTRUCTION, ALTERATION, RELOCATION AND FINANCING
OF IMPROVEMENTS AD ADDITIONS THERETO

SECTION 5.01. Owner's Obligation.

Owner shall at its cost and expense construct the leased premises for Tenant's use and occupancy in accordance with plans and specifications prepared by Owner or Owner's architect, incorporating in such construction all Items of work described in Exhibit "B" attached hereto and made a part hereof. Any work in addition to any of the items specifically enumerated in said Exhibit "B" shall be performed by the Tenant at its own cost and expense, provided that the written approval of the Owner be first obtained and that such improvements and alterations are done in a workmanlike manner in keeping with all building codes and regulations and in no way harm the structure of the demised premises, provided that at the expiration of this lease, or any extension thereof, Tenant, at its own expense, if requested to do so by Owner, shall restore the within demised premises to its original condition and repair any damage to the premises resulting from the installation or removal of such partitions, fixtures or equipment as may have been installed by Tenant. The Owner reserves the right before approving any such changes, additions or alterations, to require the Tenant to furnish it a good and sufficient bond conditioned that it will save Owner harmless from the payment of any claims, either by way of damages or liens. The Tenant agrees to protect, indemnify and save harmless the Owner on account of any injury to third persons

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

or property by reason of any such changes, additions or alterations, and to protect, indemnify and save harmless Owner from the payment of any claim of any kind or character on account of bills of labor or material in connection therewith. Any equipment or work other than those items specifically enumerated in said exhibit "B" which the Owner installs or constructs in the leased premises on the Tenant's behalf shall be paid for by Tenant within fifteen days after receipt of a bill therefore at cost, plus twenty (20%) percent for overhead and supervision. Owner, in its sole discretion, may require Tenant to deposit some or all of the monies to pay for the improvements set forth on Exhibit "B" prior to commencing work.

SECTION 5.02. Parking Facilities .

The Owner shall construct upon the Shopping Center site at its own cost access roads, footways and parking lots or facilities as shown on Exhibit "A".

SECTION 5.03. Changes and Additions to Buildings,

Owner hereby reserves the right at any time to make alterations or additions to and to build additional stories on the building in which the premises are contained and to build adjoining the same. Owner also reserved the right to construct other buildings or improvements in the Shopping Center from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same and to construct double-deck or elevated parking facilities.

SECTION 5.04. Right to Relocate .

The purpose of the site plan attached hereto as Exhibit "A" is to show the approximate location of the leased premises. Owner reserves the right at any time to relocate the various buildings, automobile parking areas, and other common areas shown on said site plan.

SECTION 5.05. Completion Date; Cancellation.

~~If construction of said Shopping Center is not commenced on or before~~

~~or substantially completed on or before~~

the Tenant shall have as its sole remedy the option for fifteen (15) days thereafter, In each case, respectively, of cancelling this lease, in writing, and obtaining the return of the deposit, if any, delivered to Owner pursuant to Section 8.01; provided, however, that such noncompliance is not caused by strikes, acts of God, war emergencies or other causes beyond the Owner's control which shall extend the above-mentioned dates. If construction of the Shopping Center or of the demised premises is not commenced or substantially completed on the dates aforementioned, the Owner shall have the option to cancel this lease. If Tenant or Owner shall cancel this lease, as herein provided, both parties shall hereinafter be relieved of and from any further liability hereunder and neither party shall have any liability to the other by reason of such cancellation .

CONDUCT OF BUSINESS BY TENANT

SECTION 6.01. Use of Premises.

The premises shall be used for Retail / Administrative Offices.

Tenant shall occupy the leased premises within thirty (30) days after the date of the notice provided for in Section 1.03 hereof, and shall conduct continuously in the leased premises the business above stated. Tenant will not use or permit, or suffer the use of, the leased premises for any other business or purpose. Tenant shall not conduct catalogue sales in or from the leased premises except of merchandise which Tenant is permitted to sell "over the counter” in or at the leased premises pursuant to the provisions of this Section 6.01.

SECTION 6.02. Operation of Business.

Tenant agrees; (a) except as herein otherwise provided, to continuously and uninterruptedly occupy and use the entire Demised Premises during the Lease Term for the Permitted Use; and to conduct Tenant's business therein in a reputable manner; (b) to remain open for business during all such days, nights and hours when the Shopping Center is open for business and for such further days or additional hours (including Sundays) as may be designated by Owner or by the Merchants' Association or Marketing Director from time to time on ten (10) days prior written notice to Tenant; (c) to adequately staff its store with sufficient employees to handle the maximum business and carry sufficient stock of seasonal merchandise of such size, character and quality to accomplish the same; (d) to maintain displays of merchandise in the display windows, if any; (e) to keep the display windows and signs, if any, well lighted during such hours as Owner may require, including periods in addition to the business hours of Tenant if in Owners judgment such lighting is necessary or desirable; (f) to keep and maintain the Demised Premises and Tenant's personal property and signs therein or thereon and the exterior and interior portions of all windows, doors and all other glass or plate glass in a neat, clean, sanitary and safe condition; (g) not to place any weight upon the floors which shall exceed seventy-five (75) pounds per square foot of floor space covered; (h) not to change Tenant's Trade Name without the Owner's prior written consent; (i) in advertising undertaken directly by Tenant to use insignia, logo or other identifying mark of the Shopping Center designated by Owner in Tenant's advertising, whether printed or visual, and to make reference to the name of the Shopping Center in each instance of audio and/or visual advertising; and (j) not to conduct any auction, distress, fire or bankruptcy sale or sales or any going out of business sale or sales (whether any of same are real or fictitious).

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

Tenant shall warehouse, store and/or stock in the Premises only such goods and merchandise as Tenant intends to offer for sale in, from or upon the Premises. Tenant shall use for office, clerical or other non-selling purpose only such space in the Premises as is from time to time reasonably required for Tenant's business in the Premises.

Subject to inability by reason of strikes or labor disputes, Tenant shall conduct its business in the Premises during the entire Lease term and will keep the Premises open for business at least from 9:00 a.m. to 5:00 p.m. Monday through Friday. Tenant shall keep the display windows and signs, if any, on the Premises well lighted during the hours of 9:00 a.m. to 5:00 p.m. on all business days unless prevented by causes beyond Tenant's control.

SECTION 6.03. Competition.

During the term of this lease Tenant shall not directly or indirectly engage in any similar or competing business within a radius of three miles from the outside boundary of the Shopping Center. Tenant shall not perform any acts or carry on any practices which may injure the building or be a nuisance or menace to other tenants in the Shopping Center.

ARTICLE VII

OPERATION OF CONCESSIONS

SECTION 7.01. Consent of Owner.

Tenant shall not permit any business to be operated in or from the leased premises by any concessionaire or licensee without the prior written consent of Owner.

ARTICLE VIII

SECURITY DEPOSIT

SECTION 8.01. Amount of Deposit.

Tenant, contemporaneously with the execution of this lease, has deposited with Owner the sum of Three Thousand Eight Hundred Sixty Four and Eighty One/100 dollars ($3,864.81), receipt of which is hereby acknowledged by Owner and deposit shall be held by Owner, ~~without liability for interest~~ , as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Owner hereunder shall be overdue and unpaid then Owner may, at the option of Owner (but Owner shall not be required to), appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum. The Landlord will not, pay interest on, or place security deposit in an security interest bearing account. Security deposits on commercial leases do not earn interest and there is no interest bearing account on security deposits for commercial leases.

SECTION 8.02. Use and Return of Deposit.

In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this lease to be kept and performed by Tenant, then the Owner at its option may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Owner for loss or damage sustained or suffered by Owner due to such breach on the part of Tenant. Should the entire deposit, or any portion thereof, be appropriated and applied by Owner for the payment of overdue rent or other sums due and payable to Owner by Tenant hereunder, then Tenant shall, upon the written demand of Owner, forthwith remit to Owner a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this lease. Should Tenant comply with all of said terms, covenants and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant to Owner hereunder, the said deposit shall be returned in full to Tenant within ten (10) days alter the end of the term of this lease, or upon the earlier termination of this lease.

SECTION 8.03. Transfer of Deposit.

Owner may deliver the funds deposited hereunder by Tenant to the purchaser of Owner's interest in the leased premises, in the event that such interest be sold, and thereupon Owner shall be discharged from any further liability with respect to such deposit.

ARTICLE IX

PARKING AND COMMON USE AREAS AND FACILITIES

SECTION 9.01. Control or Common Areas by Owner .

All automobile parking areas, driveways, entrances and exits thereto, and other facilities furnished by Owner in or near the Shopping Center, including employee parking areas, the truck way or ways, loading docks, package pick-up stations, pedestrian sidewalks and ramps, landscaped areas, exterior stairways, first-aid stations, comfort stations and other areas and improvements provided by Owner for the general use, in common, of tenants, their officers, agents, employees and customers, shall at all times be subject to the exclusive control and management of Owner, and Owner shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article. Owner shall have the right to construct, maintain and operate lighting facilities on all said areas and improvements; to police the same; from time to time to change the area, level, location and arrangement of parking areas and other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to enforce parking charges (by operation of meters or otherwise), with appropriate provisions for free parking ticket validating by Tenants; to close all or any portion of said areas or facilities

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

to such extent as may, in the opinion of Owner's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage non-customer parking; and to do and perform such other acts in and to said areas and improvements as, in the use of good business judgment, the Owner shall determine to be 'advisable with a view to the improvement of the convenience and use thereof by Tenants, their officers, agents, employees and customers. Owner will operate and maintain the common facilities referred to above in such manner as Owner, in its sole discretion, shall determine from time to time. Without limiting the scope of such discretion, Owner shall have the full right and authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the common areas and facilities.

SECTION 9.02. License.

All common areas and facilities not within the leased premises, which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license, and if the amount of such areas be diminished, Owner shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such diminution of such areas be deemed constructive or actual eviction.

ARTICLE X

COST OF MAINTENANCE OF COMMON AREAS

SECTION 10.01. Cost of Maintenance of Common Areas .

(a)

Tenant agrees to pay Owner, as additional rent hereunder, in the manner provided in subdivision (b) of this Section 10.01, a proportionate share, as hereafter computed, of the Operating Costs (as hereafter defined) of maintaining the common areas in the Shopping Center. "Operating Costs" shall mean all direct and indirect total costs and expenses incurred in ~~operating,~~ maintaining and repairing the common areas, including, without limitation, the cost of all materials, supplies and services purchased or hired therefore; governmental surcharges (other than Taxes described in Section 2.04 hereof) levied upon or assessed against Owner, the Shopping Center or the parking areas, parking decks and/or garages or the parking spaces thereon; the cost and expense of landscape maintenance, ~~gardening and planting,~~ cleaning, painting _, (including striping), decorating, ~~repaving,~~ lighting, sanitary control, removal of trash, garbage and other refuse; fire protection; security devices and personnel and any other costs of policing and securing the common areas; water and sewage charges; the cost of all types of insurance carried by Owner including without limitation, public liability, personal and bodily injury and property damage liability and automobile coverage, lire and extended coverage, all risk vandalism and malicious mischief and all broad form coverages, sign insurance and any other Insurance that may be carried by Owner all in limits selected by Owner; the cost of operation of loudspeakers and any other equipment supplying music to the common areas or any parts thereof; the cost of operation of public toilets, installing and renting of signs; maintenance, repair and replacement of utility systems serving the common areas, including water, sanitary sewer and storm water lines and other utility lines, pipes and Conduits; ~~purchase~~ , repair and maintenance ~~replacement~~ ( ~~or depreciation~~ ) of machinery and equipment owned and used in the operation, maintenance, security, and repair of the common areas or the rental charges for such machinery and equipment; and the cost of personnel (including applicable payroll taxes, workmen's compensation insurance and disability insurance) to implement all of the foregoing, including the policing of the common areas and the directing of traffic and parking of automobiles (including valet parking) on the parking areas thereof; ~~the cost of any recovery (by Settlement or otherwise) by any person or entity, which is not reimbursed by insurance, resulting from any accident or injury in the common areas~~ ; and reasonable management fees. Owner may, however, cause any or all of said services to be provided by an independent contractor. (b) Tenant's Common Area Charge shall be in an amount equal to the product obtained by multiplying the total Operating Costs paid or incurred by Owner during the first accounting period and each subsequent accounting period, as hereafter defined, by a fraction the numerator of which shall be the Gross Leasable Area of the Demised Premises and the denominator of which shall be the Gross Leasable Area In the Shopping Center determined as of the date such Operating Costs are billed to Tenant, except that if any free standing buildings (i.e. buildings located in the parking areas and not opening to the enclosed mall) in the Shopping Center make payment toward the common Operating 'Costs of the Shopping Center, then for the purpose of computing Tenant's Common Area Charge, the Gross Leasable Area of such free standing buildings shall not be included in the Gross Leasable Area in the Shopping Center, but any payments actually received by Owner from the tenants or occupants of such free standing buildings as and for their share of the Operating Costs shall be deducted from the total Operating Costs paid or incurred by Owner during the particular accounting period when such payments are received before computing Tenant's Common Area Charge for administrative purposes and that the actual charge may vary substantially therefrom; (c) As used herein, the "first accounting period" shall mean the fractional period, if any, immediately following the commencement date of the Lease Term up to and including December 31 next succeeding; and each subsequent accounting period shall comprise the twelve (12) full calendar months between the period January 1 through and including December 31 of each lease year of the Lease Term (or any other fiscal or twelve (12) month period selected by Owner). Prior to the commencement of the term of this lease, Owner shall estimate Tenant's Common Area Charge payable during the first accounting period and shall notify Tenant of the amount thereof. Tenant's share of such Operating Costs shall be payable as follows: (i) during that portion of the Lease Term falling within the first accounting period ('subject to adjustments as hereafter in Subsection (iii) set forth), Tenant shall pay Owner monthly, in advance, on the first day of each month, the estimated Common Area Charge. as determined by Owner, as an estimate of Tenant's share of such Operating Costs during such first accounting period; (ii) Tenant's Common Area Charge shall be adjusted and revised by Owner as of the end of the first and each subsequent accounting period during the Lease Term on the basis of the actual Operating Costs during the immediately preceding first or subsequent accounting period, as the case may be, plus reasonably anticipated Increases or decreases in such costs; upon Owner furnishing to Tenant a written statement setting forth such revised estimated Operating Costs and Tenant's share thereof, Tenant's share as so specified shall be the revised estimated Common Area Charge which Tenant shall pay to Owner In monthly installments, In advance, on the first day of each month until the next succeeding revision in such estimate; (iii) within ninety (90) days following the end of the first accounting period and each subsequent accounting period, Owner shall furnish Tenant a written statement covering the accounting period just expired, showing In reasonable detail a general breakdown of the total actual Operating Costs, the amount of Tenant's Common Area Charge for such

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

accounting period and the payments made by Tenant with respect to such accounting period; Tenants proportionate share of Common Area Charge is not to include any expenditures for capital improvements such as re-paving, re-landscaping property or other expenditures considered capital improvements under standard real estate practice. if Tenant's Common Area Charge exceeds Tenant's payments made with respect to such accounting period based on the estimated Common Area Charge, Tenant shall pay Owner the deficiency within ten (10) days after the furnishing of said statements; it said payments on account of the estimated Common Area Charge exceed Tenant's Common Area Charge, Tenant shall be entitled to a credit for such excess payments next to become due Owner on account of Tenant's Common Area Charge or during the last lease year Owner will refund such excess to Tenant within thirty (30) days following the expiration of [he Lease Term; (iv) as to the first accounting period or any subsequent accounting period a portion only of which is contained in the Lease Term, Tenant's obligation for a share of the actual Operating Costs shall be prorated on the basis of the actual number of days In the portion of such accounting period contained in the Lease Term, as to which Tenant's obligation shall survive the expiration of the Lease Term (v) in the event of any dispute, Tenant shall pay the amount of Owner's hill or statement hereunder and such payment shall be without prejudice to Tenant's position; if the dispute shall be-determined in Tenant's favor, by agreement or otherwise. Owner shall pay to Tenant the amount of Tenant's overpayment resulting from such compliance by Tenant; (vi) any such bill or statement shall be deemed binding and conclusive if Tenant fails to object thereto in writing (stating the reason therefore) within (30) days after the dale thereof and if Tenant fails to comply with the provisions of Subsection (v) of this Paragraph. See Addendum “A” – 1D for cap on CAM escalations.

ARTICLE XI

SIGNS, AWNINGS, CANOPIES. FIXTURES. ALTERATIONS'

SECTION 11.01. Installation by Tenant.

All fixtures installed by Tenant shall be new or completely reconditioned. Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any trade fixture, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades, canopies, or awnings or make any changes to the store front without first obtaining Owner's written approval and consent. Tenant shall present to the Owner plans and specifications for such work at the time approval is sought. Owner has approved only those signs specified on Exhibit "C".

SECTION 11.02. Removal and Restoration by Tenant.

All alterations, decorations, additions and improvements made by the Tenant _, or made by the Owner on the Tenant's behalf by agreement under this lease, shall remain the property of the Tenant for the term of the lease, or any extension or renewal thereof. Such alterations, decorations, additions and improvements shall not be removed from the premises prior to the end of the term hereof without prior consent in writing from the Owner. Upon expiration of this lease, or any renewal term thereof, the Tenant shall remove all such alterations, decorations, additions and improvements, and restore the leased premises as provided in Section 12.03 hereof. If Tenant fails to remove such alterations, decorations, additions and improvements, and restore the leased premises, then upon the expiration of this lease, or any renewal thereof, and upon the Tenant's removal from the premises, all such alterations, decorations, additions and improvements shall become the properly of the Owner.

SECTION 11.03. Mechanics' Lien

Tenant shall promptly pay all contractors and material men, so as to minimize the possibility of a lien attaching to the leased premises, and should any such lien be made or filed, Tenant shall bond against or discharge the same within ten (10) days alter written request by Owner. Tenant shall have no power, authority or agency to subject the Owner's interest in the leased premises to any mechanic's or material men's lien for improvements made by Tenant.

SECTION 11.04. Signs

Tenant shall not put signs on the interior surfaces of the windows and doors without prior written permission of Owner with respect to each such sign and such instance.

ARTICLE XII

MAINTENANCE OF LEASED PREMISES

SECTION 12.01. Maintenance by Tenant.

Tenant shall at all limes keep the leased premises (including maintenance of exterior entrances _, all glass and show window mouldings) and all partitions, doors, fixtures _, equipment and appurtenances thereof (including lighting, heating and plumbing fixtures, escalators, elevators, and any air conditioning system) in good order, condition and repair (including reasonably periodic painting as determined by Owner), damage by unavoidable casually excepted, except for structural portions of the premises, which shall be maintained by Owner, but if Owner is required to make repairs to structural portions by reason of Tenant's negligent acts or omission to act, Owner may add the cost of such repairs to the rent which shall thereafter become due. Pest control on a regular basis shall be provided by Owner at Tenant's expense and the cost of such pest control shall be included in Common Area Maintenance.

SECTION 12.02. Maintenance by Owner.

If Tenant refuses or neglects to repair property as required hereunder and to the reasonable satisfaction of Owner as soon as reasonably possible after written demand, Owner may make such repairs without liability to Tenant for any loss or damage that may accrue to Tenant's merchandise fixtures, or other property or to Tenant's business by reason thereof, and upon completion thereof, Tenant shall pay Owner's costs for making such repairs plus twenty (20%) percent for overhead, upon presentation of bill therefore, as additional rent.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 12.03. Surrender of Premises.

At the expiration of the tenancy hereby created, Tenant shall surrender the leased premises in the same condition as the leased premises were in upon delivery of possession thereto under this lease, reasonable wear and tear excepted, and damage by unavoidable casualty excepted, and shall surrender all keys for the leased premises to Owner at the place then fixed for the payment of rent and shall inform Owner of all combinations on locks, safes and vaults, if any, in the leased premises. Tenant shall remove all its trade fixtures, and any alterations or improvements as provided in Section 11.02 hereof, before surrendering the premises as aforesaid and shall repair any damage to the leased premises caused thereby. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this lease.

SECTION 12.04.

Rules and Regulations.

The rules and regulations defined In Section 27.01 of this lease are hereby made a part of this lease, and Tenant agrees to comply with and observe the same. Tenant's failure to keep ad observe said rules and regulations shall constitute a breach of the terms of this lease In the manner as If the same were contained herein as covenants. Owner reserves the right from time to time to amend or supplement said rules and regulations and to adopt and promulgate additional rules and regulations applicable to leased premises and the Shopping Center. Notice of such additional rules and regulations, and amendments’ and supplements, If any, shall be given to Tenant, and Tenant agrees thereupon to comply with and observe all such rules and regulations, and amendments thereto and supplements thereat, provided the same shall apply uniformly to all tenants of the Shopping Center.

ARTICLE XIII

INSURANCE AND INDEMNITY (SEE LEASE ADDENDUM “A” PARAGRAPH 7)

SECTION 13.01. Liability Insurance.

Tenant shall, during the entire term hereof, keep in full force and effect a policy of public liability and property damage insurance with respect to the leased premises, and the business operated by Tenant and any subtenants of Tenant in the leased premises in which the limits of public liability shall be not less than $300,000 per person and $500,000 per accident and in which the property damage liability shall be not less than $100,000 . The policy shall name Owner, any person, firms or corporations designated by Owner, and Tenant as insured, and shall contain a clause that the Insurer will not cancel or change the insurance without first giving the Owner ten days prior written notice. The insurance shall be in an Insurance company with a general policy holder's rating of not less than A and a financial rating of AAA, in the most current "Best's" Insurance Reports, and qualified to do business in Florida, and a copy of the policy or a certificate of insurance shall be delivered to Owner.

SECTION 13.02. Increase In Fire Insurance Premium.

Tenant agrees that it will not keep, use, sell or offer for sale in or upon the leased premises any article which may be prohibited by the standard form of fire insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the term of this lease on the amount of such insurance which may be carried by Owner on said premises or the building of which they are a part, resulting from the type of merchandise sold by Tenant in the leased premises, whether or not Owner has consented to the same. In determining whether Increased premiums are the result of Tenant's use of the leased premises, a schedule, issued by the organization making the insurance rate on the leased premises, showing the various components of such rate, shall be conclusive evidence of the several Items and charges which make up the fire insurance rate on the leased premises.

In the event Tenant's occupancy causes any increase of premium for the fire, boiler and/or casualty rates on the leased premises or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the leased premises, the Tenant shall pay the additional premium on the fire, boiler and/or casualty insurance policies by reason thereof. The Tenant also shall pay in such event, any additional premium on the rent insurance policy that may be carried by the Owner for it’s protection against rent loss through fire. Bills for such additional premiums shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed to be, and be paid as, additional.

SECTION 13.03. Indemnification of Owner.

Tenant will indemnify Owner and save it harmless from and against any and all claims. actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the leased premises, or the occupancy or use by Tenant of the leased premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, lessees or concessionaires. In case Owner shall, without fault on its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Owner harmless and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Owner in connection with such litigation. Tenant shall also pay all costs, expenses and reasonable attorneys' fees that may be incurred or paid by Owner in enforcing the covenants and agreements in this lease. Unless any such claim, actions, damages, liability and expenses arising from or out of gross negligence of Owner or its agents, upon or at the leased premises or common areas. Owner will indemnity Tenant and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, or upon the common areas of the Bocaray Plaza Shopping Center.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 13.04. Plate Glass.

Tenant shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the leased premises. Tenant must insure, and keep insured, at Tenant's expense, all plate and other glass in the leased premises for and in the name of Owner. Tenant must provide satisfactory evidence of such insurance by providing an insurance certificate indicating such coverage or a copy of such policy insuring the plate glass or other glass as exists in the Demised Premises. It is understood and agreed that should tenant fail or refuse to insure such plate glass, Owner may insure such at Tenant's expense.

ARTICLE XIV

UTILITIES

SECTION 14.01.

Utility Charges.

Tenant shall be solely responsible for and promptly pay all charges and any and all deposits required to be paid for heat, water, gas, electricity or any other utility used or consumed in the leased premises. In no event shall Owner be liable for an interruption or failure in the supply of any such utilities to the leased premises.

ARTICLE XV

OFFSET STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 15.01.

Offset Statement.

Within ten days after request therefore by Owner, or in the event that upon any sale, assignment or hypothecation of the leased premises and/or the land thereunder by Owner an estoppel letter or statement shall be required from Tenant; Tenant agrees to deliver in recordable form a Certificate to any proposed mortgagee or purchaser, or to Owner, certifying (If such be the case) that this lease is in full force and effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant.

SECTION 15.02. Attornment.

Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by the Owner covering the leased premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Owner under this lease.

SECTION 15.03. Subordination

This Lease is subject and subordinate to any and all mortgages which may now or hereafter affect the real property of which the Demised Premises is a part thereof, and to all renewals, modifications and extensions thereof. Upon request of Lessor, Lessee shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Lessor covering the Demised Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Lessor under this Lease. Upon request of Lessor, Lessee shall, in writing, subordinate its right hereunder to any ground Leases or to the lien of any mortgage or mortgages, or the lien resulting from the other method of financing or refinancing, now or hereafter in force against the land and/or buildings of which the Demised Premises are a apart, or against any buildings hereafter placed upon the land of which the Demised Premises are a part, and to all advances made or hereafter to be made upon the security thereof. Lessee, upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of this Paragraph. This Lease shall not be recorded without the prior written consent of Lessor. Upon the request of Lessor, Lessee shall execute a short form of the Lease which may be recorded in Lessor’s sole discretion.

SECTION 15.04. Attorney-In-Fact.

The Tenant upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of Sections 15.02 and 15.03 above as shall be requested by the Owner. If fifteen (15) days after the date of a written request by Owner to execute such instruments, the Tenant shall not have executed the same, the Tenant hereby irrevocably appoints the Owner as attorney-in-fact for the Tenant with full power and authority to execute and deliver in the name of the Tenant any such instruments or certificates and the Owner may, at its option, cancel this lessee without incurring any liability on account thereof, and the term hereby granted is expressly limited accordingly.

ARTICLE XVI

ASSIGNMENT AND SUBLETTING

SECTION 16.01. Consent Required.

Tenant will not assign this lease in whole or in part, nor sublet all or any part of the leased premises, without the prior written consent of Owner in each instance which consent shall not be unreasonably withheld . The consent by Owner to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this lease be assigned, or if the leased premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment,

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this lease and shall not be released from performing any of the terms, covenants and conditions’ of this lease.

SECTION 16.02. Corporate Ownership.

If at any time during the term of this lease any part or all of the corporate shares of Tenant shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present effective voting control of Tenant by the person or persons owning a majority of said corporate shares on the date of this lease, Tenant shall promptly notify Owner in writing of such change, and Owner may terminate this lease at any time after such change in control by giving Tenant ninety (90) days prior written notice of such termination.

ARTICLE XVII

WASTE, GOVERNMENTAL REGULATIONS

SECTION 17.01. Waste or Nuisance.

Tenant shall not commit or suffer to be committed any waste upon the leased premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the building in which the leased premises may be located, or in the Shopping Center, or which may disturb the quiet enjoyment of any person within five hundred feet of the boundaries of the Shopping Center.

SECTION 17.02. Governmental Regulations.

Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to the said premises, and shall faithfully observe in the use of the premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force.

ARTICLE XVIII

ADVERTISING AND MERCHANTS' ASSOCIATION

SECTION 18.01. Merchants' Association

~~(a)~~

It Owner elects to form a Merchants' Association (which Owner is under no duty to form) Tenant will promptly become a member of the Merchants' Association of the Shopping Center (i.e., as soon as the same has been formed) and during the term of this lease fully participate In and remain a member in good standing of said Association. Tenant agrees to pay the Merchants' Association Dues, monthly, In advance on the first day of each month, as Tenant's contribution towards the advertising promotion, public relations and administrative expenses Incurred by the Association, subject, however, to annual adjustments in such dues as may be approved by appropriate vote of the members of the Association increasing said dues to the extent required to meet increases in cost of advertising, promotion, public relations and administrative expenses. Tenant agrees to advertise in any and all special Merchants' Association newspaper sections, tabloids or other advertisements (including audio and/or visual media) and agrees to cooperate and participate in all special sales and promotions sponsored by the Merchants' Association. Nothing in the By-Laws or regulations of said Association shall affect Tenant's obligations under this lease. The failure of any other Tenant to contribute to, or become or remain a member of the Merchants' Association shall in no way release Tenant from Tenant's obligations hereunder, such membership and participation in the Association by Tenant being separate and independent covenant of this lease. The Marketing Director shall be under the exclusive control and supervision of Owner and Owner shall have the sole and exclusive authority to employ and discharge such Marketing Director. Tenant agrees to abide by the By-Laws of the Merchants' Association and by any amendments thereof and any regulations of the Association as may be hereafter duly adopted. However, nothing in said By-Laws or amendments thereto or any regulations of the Association shall modify the terms of this lease or Tenant's obligations hereunder.

~~(b)~~

Owner may, at its sole option, elect to discontinue the utilization of the Merchants' Association (or elect that none initially be formed) at such time as Owner shall elect to establish a Marketing Fund for the Shopping Center for the purpose of the advertising and promotion thereof. On any date so specified by Owner and from and after said date Tenant will pay to Owner the Marketing Charge, in advance on the first day of each month, as Tenant's contribution towards the advertising, promotion, and public relations of the Shopping Center and administrative expenses related thereto. The Marketing Charge payable by Tenant to Owner will be subject to adjustment on the same basis as the Merchants' Association Dues. The Marketing Director who will render the Marketing Fund services shall be under the exclusive control and supervision of Owner and Owner shall have the sole right and exclusive authority to employ and discharge such Marketing Director. Said Marketing Director shall appoint an advisory panel composed of a representative of Owner, and three (3) representatives of the Shopping Center Tenants. Each person so appointed to the advisory panel shall serve for the period of one (1) year from appointment unless earlier removed by the Marketing Director.

SECTION 18.02. Change of Name.

Tenant agrees not to change the advertised name of the business operated in the leased premises without the written permission of Owner, which permission shall not be unreasonably withheld.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 18.03.

Solicitation of Business.

Tenant and Tenant's employees and agents shall not solicit business in the parking or other common areas, nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the parking area or in other common areas.

ARTICLE XIX

DESTRUCTION OF LEASED PREMISES

SECTION 19.01.

Total or Partial Destruction.

If the leased premises shall be damaged by fire, the elements, unavoidable accident or other casually, but are not thereby rendered un-tenantable in whole or in part, Owner shall at its own expense cause such damage to be repaired, and the rent shall ~~not~~ be abated. Un-tenantable being defined as Tenant’s loss of use and peaceful enjoyment of leased premises as a result of but no limited to structural damage, roof damage, fire damage, smoke damage, water damage, loss of utilities, loss of air conditioning. If by reason of such occurrence, the premises shall be rendered un-tenantable only in part, Owner shall at its own expense cause the damage to be repaired, and the ~~fixed minimum~~ rent meanwhile shall be abated proportionately as to the portion of the premises rendered un-tenantable. If the premises shall be rendered wholly un-tenantable by reason of such occurrence the Owner shall at its own expense cause such damage to be repaired, and the ~~fixed minimum~~ rent meanwhile shall abate until the leased premises have been restored and rendered tenantable, or Owner may at its election, terminate this lease and the tenancy hereby created by giving to Tenant within the sixty (60) days following the date of said occurrence, written notice of Owner's election so to do and in event of such termination rent shall terminate. be adjusted as of such date. Nothing in this Section shall be construed to permit the abatement in whole or in part of the percentage rent, but for the purpose of Section 2.02 hereof the computation of percentage rent shall be based upon the revised minimum rent as the same may be abated pursuant to this Section 19.01:

SECTION 19.02. Partial Destruction of Shopping Center.

In the event that fifty (50%) percent or more of the rentable area of the Shopping Center shall be damaged or destroyed by fire or other cause, notwithstanding that the leased premises may be unaffected by such fire or other cause, Owner may terminate this lease and the tenancy hereby created by giving to Tenant five (5) days prior written notice of Owner's election so to do which notice shall be given, if at all, within the sixty (60) days following the date of said occurrence. Rent shall be adjusted as of the date of such termination.

ARTICLE XX

EMINENT DOMAIN

SECTION 20.01. Total Condemnation of Leased Premises.

If the whole of the leased premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the term of this lease shall cease and terminate as of the date of title vesting in such proceeding and all rentals shall be paid up to that date and Tenant shall have no claim against Owner nor the condemning authority for the value of any unexpired term _, of this lease.

SECTION 20.02. Partial Condemnation.

If any part of the leased premises shall be acquired or condemned as aforesaid, and in the event that such partial taking or condemnation shall render the leased premises unsuitable for the business of the Tenant _, then the term of this lease shall cease and terminate as of the date of title vesting in such proceeding. Tenant shall have no claim against Owner nor the condemning authority for the value of any unexpired term of this lease and rent shall be adjusted to the date of such termination. In the event of a partial taking or condemnation which is not extensive enough to render the premises unsuitable for the business of the Tenant, then Owner shall promptly restore the leased premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this lease shall continue in full force and effect without any reduction or abatement of rent.

SECTION 20.03. Total Condemnation of Parking Area.

If the whole of the common parking areas in the Shopping Center shall be acquired or condemned as aforesaid, then the term of this lease shall cease and terminate as of the date of title vesting in such proceeding unless Owner shall take immediate steps to provide other parking facilities substantially equal to the previously existing ratio between the common parking areas and the leased premises, and such substantially equal parking facilities shall be provided by Owner at its own expense within ninety (90) days from the date of acquisition. In the event that Owner shall provide such other substantially equal parking facilities, then this lease shall continue in full force and effect without any reduction or abatement of rent.

SECTION 20.04. Owner's Damages.

In the event of any condemnation or taking as aforesaid, whether whole or partial, the Tenant shall not be entitled to any part of the award paid for such condemnation and Owner is to receive the full amount of such award, the Tenant hereby expressly waiving any right or claim to any part thereof.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 20.05. Tenant's Damages.

Although all damages in the event of any condemnation are to belong to the Owner whether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the leased premises, Tenant shall have the right to claim and recover from the condemning authority, ~~but not from Owner~~ , such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to Tenant's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment. Tenant shall have the right to claim and recover from Owner such compensation as may be separately awarded or recoverable by Tenant’s own right on account of any and all damages to Tenant’s business by reason of the condemnation caused by the willful act or gross negligence of Owner or its agents.

SECTION 20.06. Condemnation of Less than a Fee.

In the event of a condemnation of a leasehold interest in all or a portion of the leased premises without the condemnation of the fee simple title also, this lease shall ~~not~~ terminate and such condemnation shall ~~not~~ excuse Tenant from full performance of all of its covenants hereunder _. ~~but~~ Tenant in such event shall be entitled to present or pursue against the condemning authority its claim for and to receive all compensation or damages sustained by it by reason of such condemnation, and Owner's right to recover compensation or damages shall be limited to compensation for and damages if any, to its reversionary interest; it being understood, however, that during such time as Tenant shall be out of possession of the leased premises by reason of such condemnation, the lease shall ~~not~~ be subject to ~~forfeiture for failure to observe and perform those covenants not calling for the payment of money.~~ termination at Tenant’s will and without any further obligation by Tenant. In the event the condemning authority shall fail to keep the premises in the state of repair required hereunder, or to perform any other covenant not calling for the payment of money. Tenant shall have ninety (90) days after the restoration of possession to it within which to carry out its obligations under such covenant or covenants. During such time as Tenant shall be out of possession of the leased premises by reason of such leasehold Condemnation, Tenant shall not be required to pay to Owner, in lieu of the minimum and percentage rents provided for hereunder, and in addition to any other payments required of Tenant hereunder, an annual rent equal to the average annual minimum and percentage rents paid by Tenant for the period from the commencement of the term until the condemning authority shall take possession, or during the preceding three (3) full calendar years, whichever period is shorter. At any time after such condemnation proceedings are commenced, Owner shall have the right, at ~~its option~~ _, to require Tenant to assign to Owner all compensation and damages payable by the condemnor to Tenant, to be held without liability for interest thereon as security for the full performance of Tenant's covenants hereunder, such compensation and damages received pursuant to said assignment to be applied first to the payment of rents and all other sums from time to time payable by Tenant pursuant to the terms of this lease as such sums fail due, and the remainder, if any, to be payable to Tenant at the end of the term hereof or on restoration of possession to Tenant, whichever shall first occur, it being understood and agreed that such assignment shall not relieve Tenant of any of its obligations under this lease with respect to such rents, and other sums except as the same shall be actually received by Owner.

ARTICLE XXI

DEFAULT OF THE TENANT SECTION

21.01.

Right to Re-enter.

In the event of any failure of Tenant to pay any rental due hereunder within ten (10) days after the same shall be due, or any failure to perform any other of the terms, conditions or covenants of this lease to be observed or performed by Tenant for more than thirty (30) days after written notice of such default shall have been given to Tenant, or if Tenant or an agent of Tenant shall falsify any report required to be furnished to Owner pursuant to the terms of this lease, or if Tenant or any guarantor of this Lease shall become bankrupt or insolvent, or file any debtor proceedings or take or have taken against Tenant or any guarantor of this Lease in any court pursuant to any statute either of the United Slates or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's or any such guarantor's property, or if Tenant or any such guarantor makes an assignment for the benefit of creditors. or petitions for or enters into an arrangement _, or if Tenant shall abandon said premises, or suffer this lease to be taken under any writ of execution, then Owner besides other rights or remedies it may have, shall have the ~~immediate~~ right of re-entry with reasonable notice to Tenant and may remove all persons and property from the leased premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass. ~~or becoming liable for any loss or damage which may be occasioned thereby.~~

SECTION 21.02.

Right to Relet.

Should Owner elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this lease or it may from time to time without terminating this lease, make such alterations and repairs as may be necessary in order to relet the premises, and relet said premises or any part thereof for such term or terms (which may be for a term extending beyond the term of this lease) and at such rental or rentals and upon such other terms and conditions as Owner in its sole discretion may deem advisable; upon each such retelling all rentals received by the Owner from such retelling shall be applied, first, to the payment of any indebtedness

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

other than rent due hereunder from Tenant to Owner; second, to the payment of any costs and expenses of such retelling, including brokerage fees and attorney's fees and of costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the residue, if any, shall be held by Owner and applied in payment of future rent as the same may become due and payable hereunder. If such rentals received from such retelling during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Owner. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of said premises by Owner shall be construed as an election on its part to terminate this lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Owner may at any time thereafter elect to terminate this lease for such previous breach. Should Owner at any time terminate this lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the leased premises, reasonable attorney's fees , and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this lease for the remainder of the stated term over the then reasonable rental value of the leased premises for the remainder of the stated term, all of which amounts shall be immediately due and payable from Tenant to Owner. In determining the rent which would be payable by Tenant hereunder, subsequent to default, the annual rent for each year of the unexpired term shall be equal to the average annual minimum arid percentage rents paid by Tenant from the commencement of the term to the time of default, or during the preceding three full calendar years, whichever period is shorter.

SECTION 21.03. Legal Expenses.

If the Owner deems it necessary to retain an attorney for recovery of possession of the leased premises, for the recovery of rent or any other amount due under the provisions of this lease, or because of the breach of any other covenant herein contained on the part of Tenant to be kept or performed, and a breach shall be established, whether or not it was necessary to file suit, the prevailing party shall be entitled to recover all expenses incurred therefore, including a reasonable attorney's fee and court costs, if any.

SECTION 21.04. Waiver of Jury Trial and Counterclaims.

The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, Tenant's use or occupancy of the leased premises, and/or any claim of injury or damage. In the event Owner commences any proceedings for non-payment of rent, minimum rent, percentage rent or additional rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceedings. This shall not, however, be construed as a waiver of the Tenant's right to assert such claims in any separate action or actions brought by the Tenant.

SECTION 21.05. Waiver of Rights of Redemption.

Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or _. in the event of Owner obtaining possession of the leased premises, by reason of the violation by Tenant of any of the covenants or conditions of this lease, or otherwise.

ARTICLE XXII

ACCESS BY OWNER

SECTION 22.01. Right of Entry.

Owner or Owner's agents shall have the right to enter the leased premises with prior reasonable notice to Tenant at all times to examine the same, and to show them to prospective purchasers or lessees of the building, and to make such repairs, ~~alterations, improvements or additions~~ as Owners may deem necessary or desirable, and Owner shall be allowed to take all material into and upon said premises that may be required therefore without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no wise abate while said repairs, ~~alterations, improvements, or additions.~~ are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the four months prior to the expiration of the term of this lease or any renewal term, owner may exhibit the premises to prospective tenants or purchasers, and place upon the premises the usual notices “To Let" or "For Sale" which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into said premises, at any time, when for any reason an entry therein shall be necessary or permissible, Owner or Owner's agents may enter the same by a master key, or may forcibly enter the same, without rendering Owner or such agents liable therefore, and without in any manner affecting the obligations and Covenants of this lease. Nothing herein contained, however, shall be deemed or construed to impose upon Owner any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, except as otherwise herein specifically provided.

SECTION 22.02. Excavation.

If an excavation shall be made upon land adjacent to the leased premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the leased premises for the purpose of doing such work as Owner shall deem necessary to preserve the wall or the building of which the leased premises form a part from injury or damage and to support the same by proper foundations, without any claim for damages or indemnification against Owner or diminution or abatement of rent.

ARTICLE XXIII

TENANT'S PROPERTY

SECTION 23.01. Taxes on Leasehold.

Tenant shall be responsible for and shall pay before delinquency all municipal, county or state taxes assessed during the term of this lease against any leasehold interest' or personal property of any kind, owned by or placed in, upon or about the leased premises by the Tenant.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

SECTION 23.02. Loss and Damage.

Owner shall not be liable for any damage to property of Tenant or of others located on the leased premises, nor for the loss of or damage to any properly of Tenant or of others by theft or otherwise unless damage to Tenant or others is caused by the willful act or gross negligence of Owner or its agents. . Owner shall not be liable for any injury or damage to persons or property resulting from fire, explosion. falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the leased premises or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatsoever nature unless such injury or damage is caused by the willful act or gross negligence of the owner . Owner shall not be liable for any damage caused by other tenants or persons in the leased premises, occupants of adjacent property, of the Shopping Center, or the public, or caused by operations in construction of any private, public or quasi-public work. Owner shall not be liable for any latent defect in the leased premises or in the building of which they form a part except for a period of one (1) year from the date the building is granted a Certificate of Occupancy by the applicable governmental authority. All property of Tenant kept or stored on the leased premises shall be so kept or stored at the risk of Tenant only and Tenant shall hold Owner harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carrier, unless such damage shall be caused by the willfull act or gross neglect of Owner.

SECTION 23.03. Notice by Tenant.

Tenant shall give immediate notice to Owner in case of fire or accidents in the leased premises or in the building of which the premises are a part of defects therein or in any fixtures or equipment.

ARTICLE XXIV

HOLDING OVER, SUCCESSORS

SECTION 24.01. Holding Over.

If the Tenant shall occupy said premises with the consent of the Owner after the expiration of this Lease, and rent is accepted from said Tenant, such occupancy and payment shall be construed as an extension of this Lease for the term of ~~one~~ three months only from the date of such expiration, and occupation and payment thereafter shall operate to extend the term of this Lease for but one month at a time unless other terms of such extension are indorsed hereon in writing and signed by the parties hereto. In such event if either the Owner or Tenant desires to terminate said occupancy at the end of any month after the termination of this Lease, the party so desiring to terminate the same shall give the other party at least thirty (30) days written notice to that effect. Failure on the part of the Tenant to give such notice shall obligate it to pay rent for an additional calendar month following the month in which the Tenant has vacated the Demised Premises. If such occupancy continues without the consent of the Owner, Tenant shall pay to the Owner, as liquidated damages, double the amount of rent at the highest rate specified in this Lease for the time Tenant retains possession of the premises or any part thereof after termination of the term by lapse of time or otherwise, and such damages, if any, incurred by Owner to the successor tenant by reason of Owner's inability to deliver possession, including attorney's fees and court costs incurred by Owner.

SECTION 24.02. Successors.

All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Owner in writing as provided in Section 16.01 hereof.

ARTICLE XXV

QUIET ENJOYMENT

SECTION 25.01. Owner's Covenant .

Upon payment by the Tenant of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed. Tenant shall peaceably and quietly hold and enjoy the leased premises for the term hereby demised without hindrance or interruption by Owner or any other person or persons lawfully or equitably claiming by, through or under the Owner, subject, nevertheless, to the terms and conditions of this Lease.

ARTICLE XXVI

MISCELLANEOUS

SECTION 26.01. Waiver.

The waiver by Owner of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Owner shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this lease, other than the failure of Tenant to pay the particular rental ^. so accepted, regardless of Owners knowledge of such preceding breach at the lime of acceptance of such rent. No covenant, term or conditions of this Lease shall be deemed to have been waived by Owner, unless such waiver be in writing by Owner. The subsequent acceptance of rent hereunder by Owner after Lease expiration as further described in Section 24.01 shall be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this lease, regardless of Owners knowledge of such preceding breach at the time of acceptance of such rent.

SECTION 26.02. Accord and Satisfaction.

No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompany any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

check or payment without prejudice to Owner's right to recover the balance of such rent or pursue any other remedy in this lease provided.

SECTION 26.03. Entire Agreement .

This lease and the Exhibits, and Rider, if any, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this lease shall be binding upon Owner or Tenant unless reduced to writing and signed by them. Tenant hereby acknowledges that (a) this Lease contains no restrictive covenants or exclusives in favor of Tenant; (b) this Lease shall not be deemed or interpreted to contain, by implication or otherwise, any warranty, representation or agreement on the part of Owner that any department store or regional or national chain store or any other merchant shall open or remain open for business or occupy or continue to occupy any premises in or adjoining the Shopping Center during the term of this Lease or any part thereof and Tenant hereby expressly waives all claims with respect thereto and acknowledges that Tenant is not relying on any such warranty, representation or agreement by Owner either as a matter of inducement in entering into this Lease or as a condition of this Lease or as a covenant by Owner, unless such warranty, representation or agreement is expressly herein set forth.

SECTION 26.04. No Partnership.

Owner does not, In any way or for any purpose _, become a partner of Tenant in the conduct of its business, or otherwise, or Joint adventurer or a member of a joint enterprise with Tenant. The provisions of this lease relating to the percentage rent payable hereunder are included solely for the purpose of providing a method whereby the rent is to be measured and ascertained.

SECTION 26.05. Force Majeure.

In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this section 26.05 shall not operate to excuse Tenant from prompt payment of rent, percentage rent, additional rent or any other payments required by the terms of this lease.

SECTION 26.06. Notices.

Any notice, demand, or request or other instrument which may be or are required to be given under this Lease shall be delivered in person or sent by United States certified mail postage prepaid and shall be addressed (a) if to Owner at the address first hereinabove given or at such other address as Owner may designate by written notice and; (b) if to Tenant at the leased premises or at such other address as Tenant shall designate by written notice, If this lease is guaranteed by any party, then in the case of default, any notice by Owner to this effect shall be delivered in the above manner' to the Guarantor, at the address contained herein.

SECTION 26.07. Captions and Section Numbers.

The captions, section numbers, article numbers, and index appearing in this lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles or this Lease nor in any way affect this Lease.

SECTION 26.08. Tenant Defined, Use of Pronoun.

The word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or more; and if there shall be more than one Tenant. any notice required or permitted by the terms of this

lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof: The use of the neuter singular pronoun to refer to Owner or Tenant shall be deemed a proper reference even though Owner or Tenant may be an individual, a partnership, a corporation, or a group of two or more individuals or corporations. The necessary grammatical changes required to make the provisions of this lease apply in the plural sense where there is more than one Owner or Tenant and to either corporations, associations, partnerships, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed.

SECTION 26.09. Broker's Commission.

Tenant represents and warrants that there are no claims for brokerage commissions or finder's fees in connection with the execution of this Lease, excepting Brinwo Development Corp. and agrees to indemnify Owner against, and hold it harmless from all liabilities arising from any such claim, including cost of counsel fees.

SECTION 26.10. Partial Invalidity.

If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held Invalid or unforceable, shall not be enacted thereby and each term, covenant or condition of this lease shall be valid and be enforced to the fullest extent permitted by law.

SECTION 26.11. No Option.

The submission by Owner to Tenant of this Lease shall be deemed solely for Tenant's consideration and not for acceptance. Such submission shall have no binding force or effect, shall not constitute an option for the leasing of the premises herein described, nor confer any rights or impose any obligations upon either party. The execution and return of

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

this Lease by Tenant to Owner shall be deemed Tenant's offer to lease the leased premises. This Lease shall have no binding force and effect unless and until Tenant and Owner shall have executed this Lease and a duplicate executed original hereof shall have been returned by Owner to Tenant.

SECTION 26.12,

Recording.

Tenant shall not record this Lease without the written consent of Owner. Owner shall have the right to record this Lease and, at the request of the Owner, the Tenant agrees to execute the necessary acknowledgments required to record this Lease. In either short form or long form.

SECTION 26.13.

Outside Displays .

The Tenant shall not display any merchandise, place vending machines or showcases, or other obstructions, on the outside of the building of the demised premises, or in any lobby or passageway adjoining the same, which shall extend beyond the store front of the demised premises.

SECTION 26.14. Exculpation.

Tenant agrees that it shall look solely to the estate and property of the Owner in the land and buildings comprising the Shopping Center of which the demised premises are a part, for the collection of any judgment (or any other judicial process) requiring the payment of money by Owner in the event of any default or breach by Owner with respect to any of the terms, covenants and conditions of this lease to be observed and/or performed by Owner, and no other property or estates of the Owner shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies.

ARTICLE XXVII
RULES AND REGULATIONS

SECTION 27.01. Rules and Regulations

(a) TENANT AGREES AS FOLLOWS:

(1)

All loading and unloading of goods shall be done only at such times, in the areas, and through the entrances, designed for such purposes by Owner .

(2)

The delivery or shipping of merchandise, supplies and fixtures to and from the leased premises shall be subject to such rules and regulations as in the judgment of Owner are necessary for the proper operation of the leased premises or Shopping Center.

(3)

All garbage and refuse shall be kept in the kind of container specified by Owner, and shall be placed outside of the premises prepared for collection in the manner and at the times and places specified by Owner. If Owner shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost. Tenant shall pay the cost of removal of any of Tenant's refuse or rubbish.

(4)

No radio or television or other similar device shall be installed without first obtaining in each instance Owner's consent in writing. No aerial shall be erected on the roof or exterior walls of the premises _, or on the grounds, without in each instance, the written consent of Owner. Any aerial so installed without such written consent shall be subject to removal without notice at any time.

(5)

No loud speakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the premises without written consent of Owner.

(6)

If the leased premises are equipped with heating facilities separate from those in the remainder of the Shopping Center, Tenant shall keep the leased premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures.

(7)

The outside areas immediately adjoining the premises shall be kept clean and free from snow, Ice, dirt and rubbish by Tenant to the satisfaction of Owner, and Tenant shall not place or permit any obstructions or merchandise in such areas.

(8)

Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for that purpose by Owner. Tenant shall furnish Owner with State automobile license numbers assigned to Tenant's car or cars, and cars of Tenant's employees, within five (5) days after taking possession of the premises and shall thereafter notify Owner of any changes within five (5) days after such changes occur. In the event that Tenant or its employees fail to park their cars in designated parking areas as aforesaid, then Owner at its option shall charge Tenant ten dollars ($10.00) per day per car parked in any area other than those designated, as and for liquidated damage.

(9)

The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant, who shall, or whose employees, agents or invitees shall have caused it.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

(10)

Tenant shall not burn any trash or garbage of any kind in or about the leased premises, the Shopping Center, or within one mile of the outside property lines of the Shopping Center.

(11)

Lessee shall not use the Common Areas in the Shopping Center for business or promotional purposes, nor shall Lessee place any merchandise, rack, sign, or other items on the sidewalk or other area of the Shopping Center.

(12)

Lessee shall, at Lessee's expense, contract for the regular and professional maintenance and repair of the air conditioning and heating system by a licensed air conditioning/heating contractor.

(13)

No odors or vapors will be permitted or caused to emanate from the Demised Premises.

(14)

Tenant shall install and maintain at a readily available location within the Demised Premises a fire extinguisher of the type acceptable to the local fire department authorities.

(15)

Tenant will not use, permit, or suffer the use of any portion of the Demised Premises as living, sleeping, or lodging quarters.

(16)

No live animals will be kept on or within Demised Premises, except if otherwise expressly provided under the Permitted Use.

(17)

All signs to be displayed within the Demised Premises are to be in a neat, orderly, professional Manner,

(18)

Tenant shall not place any video. electronic, or other game device within the Demised Premises. Tenant will not place any vending machines within the Demised Premises unless intended for the sole use of Tenant's employees.

(19)

Tenant acknowledges that the above "Rules and Regulations" may be added to, amended, modified, or otherwise changed from time to time during the term of this lease as the Owner, at his sole discretion, deems appropriate.

IN WITNESS WHEROF the respective parties hereto have caused these presents to be signed sealed and delivered, or, in the event the respective parties hereto or one of them is a corporation, have caused these presents to be signed, sealed and delivered in the respective corporate names by the duly authorized officers and attested to by the secretaries and the corporate seals be affixed hereto by order of the Board of Directors, on the date first above written.


		OWNER BRP PROPERTIES, A FLORIDA GENERAL PARTNERSHIP

Witness		FEIN COMMERCIAL PROPERTIES, LLP BY: MARVIN FEINSTEIN, PARTNER
Witness		Dated :
		TENANT BRIGHT MOUNTAIN LLC, A FLORIDA LIMITED LIABILITY CORP.

Witness		BY: ANNETTE CASACCI, CHIEF FINANCIAL OFFICER
Witness		Dated:

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

ADDENDUM "A

BOCARAY PLAZA

DELRAY BEACH, FLORIDA

ADDENDUM TO LEASE dated JULY 31, 2014 between BRP PROPERTIES, A FLORIDA GENERAL PARTNERSHIP, (LESSOR) and BRIGHT MOUNTAIN, LLC, A FLORIDA LIMITED LIABILITY CORP. (LESSEE), COVERING APPROXIMATELY 2,150 SQUARE FEET , LOCATED AT THE BOCARAY PLAZA, BAY 17A, 4900 LINTON BLVD., DELRAY BEACH, FLORIDA 33445.

Notwithstanding anything contained herein, it is agreed that:

The base rental per square foot shall be as follows:

Year 1:


Rate Per Square Foot	$	13.00
Annual Base Rent	$	27,950.00
Base Rent	$	2,329.17
*CAM	$	1,316.88
Sales Tax	$	218.76
Monthly Total	$	3,864.81

Year 2:


Rate Per Square Foot	$	13.39
Annual Base Rent	$	28,788.50
Base Rent	$	2,399.04
*CAM	$

Year 3:


Rate Per Square Foot	$	13.79
Annual Base Rent	$	29,648.50
Base Rent	$	2,470.71
*CAM	$

*D.

Common Area Maintenance shall be billed at Tenant's pro-rata share on a triple net basis for real estate taxes, insurance and utilities. All other operating expenses shall be capped yearly at four (4%) percent . The current estimated CAM charge is $7.35 per square foot.

Upon execution of this Lease, the Landlord acknowledges receipt of the following funds:


First Month's Prepaid Rent:	$	3,864.81
Last Month’s Prepaid	$	4,014.85
Security Deposit:	$	3,864.81
Total	$	11,744.47

If Tenant pays twenty three (23) months of rent and is not in default on their rent under the proper monthly payment guidelines as listed in the “Addendum A, section 1” , Landlord will apply the last month’s rent towards the twenty fourth (24 ^th) month.

Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

Past Due Rent and Additional Rent. If any rents or other monies due under this Lease are not paid within ten ( 10 ) days to Landlord when due under the terms of this Lease, then there shall also be immediately due and payable a late charge at the rate of FIVE CENTS ($.05) for each dollar of such delinquent payment for each month of delinquency. Said monies due under this clause shall be considered additional rent.

OPTION: Provided this Lease is in good standing and Lessee is not in default hereunder, Lessor hereby grants to Lessee the right, privilege and option of extending this Lease for one (1) term of three (3) years each from the date of the expiration hereof, provided that Lessee shall give Lessor written notice of Lessee's intention to exercise the option not less than one hundred eighty ( 180) days prior to the expiration of the initial term. All of the terms, covenants, and conditions of this Lease shall apply during any and all extended terms. However, in no event and under no circumstances shall the new rent result in rental payments of less than that provided hereunder in this Lease. All terms and conditions pertaining to the option period, regarding escalations of rent shall be as follows:

Annual base rent for Year 1 thru Year 3 of the option renewal term shall be at a rate of three (3%) percent over the previous year’s rate.

ii.

All terms and conditions pertaining to the CAM billing shall remain in full force and effect.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

It shall be the Tenant's responsibility to have Tenant's telephone company and the computer company obtain the necessary low voltage permits required by the City of Delray Beach.

Insurance . The Tenant shall be required to carry a policy covering the demised premises as outlined in Article XIII of this Lease under Insurance and Indemnity. Said policy shall contain a minimum requirement of $300,000 combined single limits of liability and $100,000 fire legal liability. The Landlord shall be listed as an additional insured.

Rental payments shall be made payable to the Landlord's agent, Brinwo Development Corp . and sent to 150 S. University Drive, Suite D, Plantation, FL 33324.

Tenant Improvements:

The Landlord shall provide the following:

Remove walls as shown in Exhibit ”A” Floor Plan (1)

Repair the necessary areas of the existing wooden flooring

Build out the walls as shown on exhibit “B”

Paint interior of premises.

Provide two (2) new, three (3) ton A/C units

All broken, stained, and discolored ceiling tiles shall be replaced.

All plumbing, electrical outlets, and light fixtures in good working order.

HVAC in good working condition.

Tenant shall be responsible for the following:

New carpeted areas

Cost relating to the one way mirrored window in the front office.

10.

The parties agree that all of the other terms and conditions of the lease shall remain in full force and effect.

11.

If this Lease Addendum has been filled in, it has been prepared for submission to your attorney for his approval. No representation or recommendation is made by the Real Estate Broker or its agents or employees as to the legal sufficiency, legal effect or tax consequences of this Lease or the transactions relating thereto.

IN WITNESS WHEREOF the parties have respectively signed and sealed this Lease Addendum.


	WITNESSES FOR LANDLORD	BRP PROPERTIES, A FLORIDA
		GENERAL PARTNERSHIP


	________________________________________________________	_______________________________________________________
		FEIN COMMERCIAL PROPERTIES, LLP
		BY: MARVIN FEINSTEIN, PARTNER

	________________________________________________________	Dated:_______________________________________________






	WITNESSES FOR TENANT	BRIGHT MOUNTAIN, LLC
		A FLORIDA LIMITED LIABILITY CORP.



	________________________________________________________	_______________________________________________________
		BY: ANNETTE CASACCI
		Title: CHIEF FINANCIAL OFFICER

	________________________________________________________	Dated: ______________________________________________

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT “A”

FLOOR PLAN (1)

[BMAQ_EX10Z25002.GIF]

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT “B”

FLOOR PLAN (2)

[BMAQ_EX10Z25004.GIF]

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT “C”

SITE PLAN

[BMAQ_EX10Z25006.GIF]

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT "D"
CONSTRUCTION SPECIFICATIONS

Owner agrees to construct for Tenant the area designated as Leased Premises on Exhibit "A" and Exhibit “B” The responsibilities between Owner and Tenant shall be as hereinafter set forth. Owner's work shall be done at Owner's sole cost and expense in accordance with applicable building codes. Tenant's work shall be done at Tenant's sole cost and expense in accordance with applicable building codes and be completed within thirty (30) days after completion of Owner's work.

OWNER'S WORK

Building shell. Building shell shall include and be limited to:

(a)

Complete insulated roofing system;

(b)

Complete structural roof system with columns, beams, rafters (exposed construction);

(c)

Rear wall and rear hollow metal door with steel frame.

Finished concrete floor slab. ( Sealer applied to toilet floor only. )

Demising wall partitions. Demising wall partitions shall be metal studs covered with ⁵ /B" dry wall. Dry wall shall be taped, sanded. primed and ready for Tenant's finish paint.

Storefront, including glazing. Storefront shall be comprised of fixed clear glass with aluminum frame and a single entry glass door with closer unless otherwise noted.

Electrical service to premises. Meter can, 120/208V. 3 phase, 4 wire service panel, 125 amp capacity for stores up to 2500 sq. ft. Over 2500 sq. ft. as required by code.

Wall outlets with wiring per code (12"above finished floor) and conduit for Tenant sign outlet as shown on base plan.

Water and sewer service to premises. 3/4" water line and 4" sanitary sewer line.

Fire sprinkler system with heads if required by code.

Telephone conduit to premises.

10.

Ceiling and Mechanical Systems:

(a)

Install HVA/C unit, with heat strips, ductwork, diffusers, register, and thermostat;

(b)

Install suspended acoustic ceiling on 2' x 4' exposed white grid system;

(c)

Install 2' x 4' recessed light fixtures (approximately one for every 150 sq. ft. of space);

(d)

Exit and emergency lights according to code.

(e)

Lights switched at panel.

11.

One toilet room complete:

(a)

Water closet, lavatory with cold water, to meet handicap requirements as required by code;

(b)

Dry wall, ready for paint, lay-in tile ceiling and hollow core door with privacy lock;

(c)

One light fixture and one exhaust Ian;

(d)

Tissue dispenser.

(e)

14 x 22 mirror.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

TENANT'S WORK

All Tenant's ~~work~~ future improvements to leased premises, if any, during the leased period shall conform to all applicable governing codes and Owner's outline plans and specifications and shall apply to ~~include~~ , but is not limited to, any ~~the~~ work listed below. Any work required that is not listed in this Exhibit shall be Tenant's work.

Architectural:

Interior partitions, doors and windows;

Any wall and floor finishes;

Provide and install water meter.

Electrical:

Any and all electrical work required by Tenant which Is not Owner's obligation;

Telephone installation;

Electric meter, deposit and Installation.

Plumbing. Tenant shall pay any water and/or sewer charges or deposits Imposed by any governing authority and the amount paid by Owner on Tenant's behalf.

Plans and specifications:

Tenant will furnish four (4) complete sets of store plans with specifications to the Owner for Owner's approval ~~within thirty (30) days alter the execution of this lease~~ improvements or alterations.

Tenant will pay for any utility charges associated with the leased premises during and after construction of the leased premises.

Tenant will require any contractor or sub-contractor to remove and dispose of, at least once a week, all debris and rubbish caused by Tenant's work and upon completion to remove all temporary structures, debris and rubbish of whatever kind remaining on any part of the Shopping Center.

Tenant and/or Tenant's contractors and sub-contractors shall be required to provide, in addition to the insurance required to be maintained by Tenant, the following types of insurance and the following minimum amounts naming Owner and any other persons having interest in the whole Shopping Center as additional insureds as their interest may appear, issued by companies approved by Owner, should Tenant desire any improvements during the lease term .

(a)

Workmen's Compensation coverage with limits of at least $500,000.00 for the employers liability

coverage thereunder;

(b)

Builders Risk-Completed Value fire and extended coverage covering damage to the construction and

improvements to be made by Tenant in amounts of at least equal to the estimated completed cost of

said construction and improvements with 100% coinsurance protection;

(c)

Automobile _. Liability coverage with bodily injury limits of at least $500,000.00 per person,

$1,000,000.00 per accident and $500,000.00 per accident for property damage;

(d)

Payment and Performance bonds for 100% of the value of the work to be accomplished, All bonds

shall be dual or multiple obligee bonds, inuring to the benefit of Owner, Tenant and other persons as

Owner shall require original or duplicate policies for all of the foregoing insurance shall be

delivered to Owner before Tenant's work is started and before any contractor's equipment is moved

to any part of the whole Shopping Center. In all other respects the insurance coverage above

mentioned shall comply with the provision of Article XIII of this lease.

All work done by Tenant will be by licensed contractors. Owner may post notice on non-responsibility for Tenant's work.

Tenant shall not make any through the roof or exterior wall penetrations, changes to electrical service in the shopping center meter rooms, or changes to the plumbing and sanitary sewer service for the leased premises, without the prior written approval of Owner.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT "E"

TENANT'S OUTDOOR SIGN SPECIFICATIONS

Tenant shall be required to conform with the following construction specifications unless Tenant obtains a waiver thereof in writing from Landlord:

INTENT:

Well designed, forceful and effective signs are to be encouraged as being beneficial to Owner and Tenant alike and as being helpful in creating a decorative atmosphere for the Center. As much freedom will be 'permitted as is compatible with the harmonious relationship between signs so that each Tenant receives fair treatment; no Tenant takes unfair advantage over others and the general effect adds to, rather than detracts from, the overall appearance of the Center.

LOCATION OF SIGN:

The location of the Tenant's outdoor sign shall be on the face of the building as shown on Exhibit I and attached hereto and made a part hereof.

REGULATIONS:

Approval

The shop drawing for Tenant's sign must be submitted to the Landlord in duplicate for approval and no work is to commence until said approval is received by the Tenant from the Landlord. Landlord's approval shall not relieve the Tenant from the duty of conforming with any and all applicable city and county ordinances, laws, regulations and inspections.

No neon, plastic, showcard, or other permanent or nonpermanent signs shall be located on, in front of, or immediately behind store front glass area. However, small unlighted identification signs of suitable design and material may be approved at the discretion of the Landlord.

The Landlord reserves the right to have all non-approved signs, letters and symbols removed, at Tenant's cost, including all reasonable attorney's fees and costs if incurred.

GENERAL REQUIREMENTS:

Type

The Tenant must install a sign of the following type. No other type will be permitted. Plastic - Individual letters mounted on internally illuminated face, sides of channel to be anodized aluminum.

Specific Prohibitions

No iridescent painted signs.

No daylight - fluorescent plastic signs.

No moving, flashing, or blinking signs.

No exposed neon signs.

No logos permitted.

No box signs.

Content

Lettering shall be restricted to the company name and/or the title of its principal business.

No slogans or trade names.

Permits, underwriters labels, sign fabricators, etc. shall be located so as to be completely inconspicuous.

Size

Length of sign shall not exceed two-thirds (2/3) the width of Tenant's rental store unit, i.e. 20' rental store equals 13'5". 25' rental store equals 16'10.

The maximum height of the signs shall not, exceed 20" '

The minimum height of the signs shall not be less than 12".

No part of any sign shall project more than 8 inches beyond building facade surface, above the covered walk.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

Color

Color of sign shall be limited to a white.

Construction:

All necessary writing, transformers, ballasts, starters, and other necessary equipment shall be concealed.

Signs shall be mounted on the area above the covered walk and may not project above the facade as shown on Exhibit “I

No sign may be mounted on the premises roof, or any projection above premises roof, whether under Tenant's jurisdiction or not.

All work shall be done in workmanlike manner by master mechanics.

Any damage to fascia shall be repaired' by Tenant at Tenant's expense and to Landlord's satisfaction and approval.

All local ordinances must be complied with, and Tenant shall obtain a permit for each sign.

Tenant's sign company must carry adequate insurance to cover any accident or damage.

No painting of any type will be permitted of fascia.

Upon vacating the Demised Premises, Tenant shall remove sign and restore fascia to original condition at the Tenant's expense, and to the satisfaction and approval of the Landlord.

10. Contractor to inspect Landlord's sample tenant sign in leasing office prior to construction.

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

EXHIBIT “E1”

TENANT SIGN LOCATION

[BMAQ_EX10Z25008.GIF]

Bright Mountain LLC

4900 Linton Blvd, Bay 17A

Delray Beach, FL 33445

E X H I B I T “ F “

HEATING AND AIR CONDITIONING MAINTENANCE PROVISION

Tenant at it’s sole cost, shall maintain the air conditioning (including heating) unit(s) for the leased premises in good condition and repair throughout the term of this lease.

As a part of its air conditioning maintenance obligation, Tenant shall enter into an annual contract with an air conditioning repair firm, fully licensed to repair air conditioning units in the state of Florida, which firm shall:

Regularly perform maintenance service the air conditioning unit(s) on the leased premises on a quarterly basis, changing belts, filters, and other parts as required.

~~Perform emergency and extraordinary repairs on the air conditioning unit(s).~~

Keep a detailed record of all services performed on the leased premises and prepare a yearly, service report to

be furnished to the Tenant at the end of each calendar year.

Tenant shall furnish to Owner, at the end of each calendar year, a copy of said yearly service report; Not later than thirty (30) days prior to the date of commencement of the term of this lease and annually thereafter, Tenant shall furnish to Owner a copy of the air conditioning maintenance contract described above, and proof that the annual premium for the maintenance contract has been paid. Nothing stated hereinabove shall limit Tenant’s obligation to maintain the air conditioning unit(s) in good condition and repair throughout the term of this lease.

Bright Mountain , LLC

4900 Linton Blvd., Bay 17A

Delray Beach, FL 33445

IAC PROPERTIES

PLANTATION COMMUNITY PLAZA

ADDENDUM “B”

ADDENDUM to Lease dated the 15 ^th day of August, 2014 , between BRP PROPERTIES, A FLORIDA GENERAL PARTNERSHIP, LANDLORD and BRIGHT MOUNTAIN LLC, A FLORIDA LIMITED LIABILITY CORP., TENANT, covering approximately 2,150 square feet of space in the office building known as BOCARAY PLAZA, located at 4900 LINTON BLVD., BAY 17A, DELRAY BEACH, FL 33445.

NOTWITHSTANDING anything contained herein to the contrary, it is agreed that:

The lease commencement date shall be AUGUST 15, 2014 .

The rent commencement rate shall be OCTOBER 1, 2014 .

The lease expiration date shall be SEPTEMBER 30, 2017 .

All other terms and conditions shall remain in full force and effect.

The parties hereto have executed this Lease Addendum on the dates specified. If this Lease Addendum has been filled in, it has been prepared for submission to your attorney for his approval. No representation or recommendation is made by the real estate broker or its agents or employees as to the legal sufficiency, legal effect, or tax consequences of this Lease or the transactions relating thereto.

IN WITNESS WHEREOF the parties have respectively signed and sealed this ADDENDUM.

WITNESSES

BRP PROPERTIES, A FLORIDA GENERAL PARTNERSHIP

FEIN COMMERCIAL PROPERTIES LLP

BY: Marvin Feinstein, Partner

Dated:

WITNESSES

BRIGHT MOUNTAIN LLC

A FLORIDA LIMITED LIABILITY CORP.

BY: Annette Casacci, Chief Financial Officer

Dated:

EXHIBIT 10.26

LEASE INFORMATIONAL SHEET

Lessee’s Name:

Bright Mountain Holdings, Inc.

Lessee’s Address/Phone:

6400 Congress Ave., Suite 1200, Boca Raton, FL 33487

Lessee’s Status/Agent:

Florida Limited Liability Company

Lease Space Sq. Ft.:

2,014 +/-

Commencement Date:

September 15, 2014

Broker Name/Address:

Bray Realty Advisors, LLC, 7450 Liverpool Ct., Boynton Beach, Florida 33472

Annual Rent:

Lease Year

Space

Rent PSF

Annual Gross Rent

2,014

$23.50

$47,329.00

2,014

$24.21

$48,758.94

2,014

$24.94

$50,229.16

Monthly Rent (1 ^st Year):

$3,944.08 plus sales tax

Security Deposit

$4,186.00 plus sales tax

Renewal Option(s):

one (1) option for three (3) years

Renewal Rent:

The rent for the one (1) three (3) years renewal option will be based on the greater of last month’s rent or the fair market value of like kind office space within Boca Raton plus three (3%) per year increases.

Parking:

Four (4) non-exclusive parking spaces per one thousand square feet of leased space

Lessee’s Use of Premises:

Headquarters of a Technology Company.

Signage:

Interior signage on the directory and suite entry door

Special Provisions:

The terms and conditions set forth above are integrated into the Lease as if set forth therein.


*Lessor:*		*Lessee:*
*By:*	/s/ KC	*By:*	/s/ Annette Casacci, CFO

*Date:*	*August 27, 2014*	*Date:*	*August 25, 2014*

Prepared by: Michael J Posner, Esq.

4420 Beacon Circle, Suite 100, West Palm Beach, Florida 33407

CORPORATE USE OFFICE LEASE

This Corporate Use Office Lease (“Lease”) is made and entered into as of the 25th day of August, 2014, by and between OIII Realty Limited Partnership, a Nevada limited partnership authorized to transact business in Florida (“Lessor”), having an address of 6400 Congress Avenue, Suite 2200, Boca Raton, Florida 33487 and Bright Mountain Holdings, Inc. (“Lessee”), having an address of 6400 Congress Ave., Suite 1200, Boca Raton, FL 33487.

For and in consideration of the mutual covenants herein contained, Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, those certain premises located at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 (“Premises”) which are situated within the building located at 6400 Congress Avenue, Boca Raton, Florida 33487 (“Building”), and which are more particularly described as follows:

See Exhibit A attached hereto and made a part hereof

For all purposes hereunder the Premises shall be deemed to consist the square feet set forth on the Informational Sheet, regardless of the actual measurable square footage of the Premises. It is understood that such measurement is made pursuant to Building Owners and Managers Association (BOMA) Guidelines for a Standard Method for Measuring Floor Area in Office Buildings, and is based on rentable not useable area, and includes a load factor for use by Lessee of the common areas of the Building.

TERM . A. The term of this Lease shall be three (3) years, commencing on the 15 ^th day of September, 2014 and ending on the 14 ^th day of September, 2017 (“Lease Term”). Lessee’s obligation for the payment of rent shall commence on September 15, 2014 (“Commencement Date”).

Delivery Date by Premises. Lessee may access space to commence Lessee’s build-out upon execution hereof and payment of first last and security to Lessor. Lessee herein covenants and agrees to cause the construction of Lessee’s Work to be undertaken promptly, to be performed and completed diligently and continuously, and to cause the Premises and surrounding area to be completed on the Commencement Date. Lessee, prior to commencement of any work, shall provide Lessor with proof of adequate insurance naming the Lessor as an additional insured. All subcontractors shall be required to have adequate insurance and proof of same provided to Lessor prior to any work.

So long as Lessee is not in default hereunder, Lessee shall have the option to renew this Lease for one (1) additional three (3) year term at the rate set forth in the Informational Sheet, by providing Lessor written notice of the exercise thereof at least one hundred eighty (180) days prior to the end of the Lease Term (the “Renewal Term”). Failure to timely renew the Lease shall terminate all renewal options granted hereunder. The terms Lease Term and Renewal Term are sometime referred to herein as the “Term.”

RENT . A. Base Rent : Lessee agrees to pay Lessor, without demand, set off or deduction, rent for the term of the Lease in the amount set forth on the Informational Sheet plus applicable sales tax, payable in equal monthly installments (“Monthly Rent”) in the amount set forth on the Informational Sheet plus applicable sales tax on the first day of each month over the first year of the term of the Lease (“Base Rent”). Base Rent or any other monthly charges due Lessor hereunder shall be deemed past due as of the fifth (5th) day of the month, and any other charges shall be deemed past due on the fifth (5th) day following receipt of invoice for same. If any past due Base Rent or Additional Rent, hereinafter defined, is reduced to judgment, the Lessee agrees that the judgment shall continue to bear interest at the maximum rate permitted at law.

If the Rent Commencement Date shall be a day other than the first (1st) day of a calendar month, then the Rent (as adjusted) for the period from the first Rent Commencement Date through the end of the month in which said first Rent Commencement Date occurs shall be prorated and shall be due and payable prior to occupancy hereunder.

Rent Terms : All sums payable under this Paragraph shall be Additional Rent. All sums payable by Lessee to Lessor under this Lease as Annual Rent or Additional Rent or otherwise shall be subject to all applicable sales and other governmental charges now or hereinafter enacted. Any delay or failure of Lessor under this Paragraph or otherwise in rendering any Monthly Rent adjustment notice, statement, Lessor’s Expense Computation (estimated or actual), or bill shall not prejudice Lessor’s right to thereafter render the same or others, nor constitute a waiver of or impair Lessee’s continuing obligation to make the payments required by this Lease. Any obligation of Lessee under this Lease to pay Additional Rent or of Lessor to make any refund to Lessee shall survive the expiration of the Term and shall be discharged by payment in cash when and as the amount of same is determined. Base Rent, Monthly Rent, Annual Rent and Additional Rent are also collectively referred to hereunder as “Rent.”

Covenant to Pay Rent: Lessee shall pay to Lessor the Rent, as it may be adjusted, any Additional Rent, and any other sums due hereunder as herein provided at Lessor’s above-stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction, or setoff.

Place of Payment : All payments of Rent shall be made and paid by Lessee to Lessor at 6400 Congress Ave., Suite 2200, Boca Raton, Florida 33487, or at such other place as Lessor may, from time to time, designate in writing to Lessee. All Rent shall be payable in current legal tender of the United States, as the same is then by law constituted. Any extension, indulgence, or waiver granted or permitted by Lessor in the time, manner or mode of payment of Rent, upon any one (1) occasion, shall not be construed as a continuing extension, indulgence or waiver, and shall not preclude Lessor from demanding strict compliance herewith.

Financial Statements: INTENTIONALLY DELETE

SECURITY DEPOSIT . Lessee has already deposited with Lessor an amount equal the sum set forth on the Informational Sheet (“Security Deposit”). This sum shall be retained by Lessor as security for the payment by Lessee of the Base Rent and other sums payable by Lessee under this Lease and for the faithful performance by Lessee of all the other terms, covenants and conditions of this Lease. Lessor, at Lessor’s option and upon prior written notice to Lessee, may, at any time, apply the Security Deposit or any part thereof toward the payment of the Base Rent and/or Additional Rent and/or toward the performance of Lessee’s obligations under this Lease. The Security Deposit shall not constitute liquidated damages. Lessor shall return the unused portion of the Security Deposit, if any, to Lessee within thirty (30) days after the expiration of the Term if Lessee is not in breach of this Lease. If the Security Deposit is insufficient to cover Lessor’s actual damages, Lessee shall pay on demand to Lessor an amount sufficient to fully compensate Lessor for Lessees breach. Lessor may (but is not obligated to) exhaust any or all rights and remedies against Lessee before resorting to the Security Deposit. Lessor shall not be required to pay Lessee any interest on the Security Deposit nor hold same in a separate account. If Lessor sells the Building, Lessor shall deliver the Security Deposit, if applicable or the unapplied portion thereof to the new owner. Lessee agrees that if Lessor turns over the Security Deposit or the unapplied portion thereof to the new owner, Lessee shall look to the new owner only and not to Lessor for its return upon expiration of the Term. If Lessee assigns this Lease, the Security Deposit shall remain with Lessor for the benefit of the new tenant and shall be returned to such tenant upon the same conditions as would have entitled Lessee to its return. No mortgagee of the Building will be liable for the return of any portion of the Security Deposit, except to the extent actually received by such mortgagee.

LATE CHARGES . If Lessee shall pay Monthly Rent or any Additional Rent after the fifth (5th) day of the calendar month for which said payment is due, Lessee shall, in addition, pay a late charge equal to five percent (5%) of the amount not timely paid in order to defray Lessor’s additional processing costs. If Lessee shall pay Monthly Rent or any Additional Rent with a check or bank draft which is returned unpaid or uncollected, Lessee shall pay to Lessor, in addition to the total amount due and to any late charge, a Twenty-Five Dollar ($25.00) processing fee for each such check or bank draft. In addition, Lessee shall reimburse Lessor upon demand for all reasonable costs incurred by Lessor in the enforcement of any of the provisions of this Lease and/or the collection of any sums due to Lessor under this Lease including, without limitation, collection agency fees and attorneys’ fees through all appellate actions and proceedings, if any. Without affecting or limiting the

default provisions hereof, Lessee shall pay Lessor interest at the highest non-usurious rate permitted by applicable law, from the due date until paid, on any rent due under this Lease that remains unpaid five (5) days after its due date and if any past due rent is reduced to judgment, the Lessee agrees that the judgment shall continue to bear interest at the maximum rate permitted at law.

HOLDING OVER . If Lessee retains possession of the Premises, or any part thereof, beyond the end of the Term, Lessee shall pay to Lessor an amount equal to 150% the Monthly Rent plus 150% any Additional Rent for the time Lessee thus remains in possession. In addition thereto, Lessee shall pay Lessor for all damages, consequential as well as direct, sustained by reason of Lessee’s retention of possession. The provisions of this Paragraph shall not limit or in any way impair or waive Lessor’s right to possession, right of re-entry or any other right or remedy given hereunder or pursuant to State or federal law.

LIENS . A. Lessee hereby pledges and conveys to Lessor a security interest (“Lessor’s Lien”) in all of Lessee’s furniture, furnishings, goods, chattels and fixtures of every nature, kind and description whatsoever situated upon the Premises as collateral security for the full and prompt payment of Monthly Rent and any Additional Rent as and when due and the full and faithful performance of Lessee’s covenants herein contained. Lessee also agrees that this Lessor’s Lien may be enforced by distress sale, foreclosure, or by any other method, and that any and all costs incurred by Lessor by enforcement of this Lessor’s Lien shall be payable to Lessor by Lessee. Such lien may be further evidenced by a UCC-1 Financing Statement, which UCC-1 Financing Statement may be filed by Lessor without further consent or action by Lessee.

Lessee shall, within ten (10) days after notice from Lessor, discharge or bond off and indemnify Lessor, to Lessor’s sole satisfaction, against any construction liens for materials or labor claimed to have been furnished to the Premises on Lessee’s behalf. Lessee shall notify Lessor in writing within twenty-four

(24) hours after it has learned that such a lien has been filed or may be filed.

Notwithstanding anything contained herein to the contrary, the interest of Lessor in the Building, the Land upon which it is situate, the Common Areas or any portion of any of the foregoing including, but not limited to, the Premises or any portion thereof (all of the foregoing being hereinafter sometimes referred to as the “Subject Real Property”), shall not be subject to liens for improvements made by or for Lessee or Lessee’s permitted successors, assigns and/or sublessees, whether or not the same shall be made or done in accordance with any agreement between Lessor and Lessee or Lessee’s permitted successors, assigns and/or sublessees or for any other reason, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, be liable for or subject to any construction, materialmen’s or laborer’s lien or liens for improvements or work made by or for Lessee or Lessee’s permitted successors, assigns and/or sublessees; and this Lease specifically prohibits the subjecting of Lessor’s interest in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, to any construction, materialmen’s or laborer’s lien or liens for improvements made by Lessee or Lessee’s permitted successors, assigns and/or sublessees or for which Lessee or Lessee’s permitted successors, assigns and/or sublessees is responsible for payment under the terms of this Lease. All persons dealing with Lessee or Lessee’s permitted successors, assigns and/or sublessees are hereby placed upon notice of this provision. All memoranda and short forms of this Lease may be recorded among any Public Records shall contain the provisions set forth above in this paragraph; provided, however, nothing contained in this sentence shall permit or authorize the recording of any memorandum or short form of this Lease by Lessee.

MAINTENANCE AND REPAIR . Lessee shall at all times, and at Lessee’s expense, maintain the Premises in a clean, orderly, tenantable and sanitary condition, including the maintenance of a pest, termite and organism extermination service for the Premises. Lessee shall return the Premises at the end of the Term in good order and repair, and shall be obligated to keep repaired and maintained during the Term (i) any glass windows, doors and door hardware, (ii) interior walls, floor coverings, columns and partitions, (iii) fixtures, (iv) heating, ventilating and air conditioning appliances that are in the exclusive control and use of Lessee, and (v) solely serving the Premises any and all other appurtenances of the Premises including all tiles and grids. At the end of

the Term, Lessee shall pay Lessor for damages to any of the foregoing, whether or not such damages were caused by the act or neglect of Lessee or any person invited or employed by, or under the control of, Lessee. Lessor shall be obligated to keep the Building, the Building grounds, the Building exterior, the Building interior janitorial cleaning, HVAC systems, utilities, the Common Areas, the Building’s roof, walls and foundation structurally sound, in working order and in a condition that is no less than exists on the date of this Lease, ordinary wear and tear excepted, except that Lessor shall not be responsible to make any such repairs made necessary by any act or neglect of Lessee or any person invited or employed by, or under the control of Lessee.

ACCESS TO PREMISES . Lessee shall permit Lessor, and Lessor’s agents and independent contractors, during customary business hours or at any time which Lessor reasonably deems an emergency situation, to enter the Premises for (i) the purpose of making inspections and repairs, (ii) removing fixtures, alterations, additions, signs or placards not in conformity with those rules and regulations prescribed by Lessor from time to time, or (iii) exhibiting the Premises for lease, appraisal, sale or mortgage, which right of Lessor shall include, within one hundred eighty (180) days prior to the end of the Term, the posting of any sign to such effect. If Lessor makes repairs or causes repairs to be made to the Premises, Lessee shall immediately pay to Lessor the costs of same after notice from Lessor plus interest at the maximum rate permitted at law.

ALTERATIONS AND IMPROVEMENTS TO PREMISES . A. Building Additions & Alterations: Lessor shall have the absolute right to make changes in and about the Building, including, without limitation, employing electrical submetering or direct metering for the Premises, and build additions to or otherwise alter the Building, without liability to Lessee, provided such alterations do not materially adversely affect Lessee’s use, enjoyment and occupation of the Premises. Lessee shall not make any alterations or additions to the Premises, or install any high voltage or amperage electrical equipment or plumbing apparatus in the Premises, without the written consent of Lessor, and all additions, fixtures or improvements which may be made by Lessee shall become the property of Lessor, remain upon the Premises and be surrendered with the Premises at the end of the Term. If Lessee shall require special electrical, plumbing, maintenance or other special services or equipment during the Term and Lessor consents thereto, Lessee agrees to pay for all installation costs and all expenses incurred in connection with Lessee’s use of such special services and equipment.

Space Build-Out: Lessor will deliver the space "As-Is," “Broom Clean," built-out per the space plan attached as Exhibit "C", and Lessor shall patch and paint walls with one coat of paint and install new building standard carpet, Lessee to choose color (from building approved palette).

Signs : Lessee shall not erect nor modify any signs on the Building or within the Common or Limited Common Areas without Lessor’s prior written consent, which may be withheld for any reason. Lessor shall include, if available, Lessee’s name in the building directory at a location to be determined by Lessor.

10.

ASSIGNMENT AND SUBLETTING . A. Lessee shall not transfer or assign this Lease or any right under it nor sublet the Premises or any part of the Premises, nor convey, mortgage, pledge, encumber or otherwise grant any interest, privilege or license whatsoever in connection with this Lease or the Premises, except with the prior written consent of Lessor, which consent may not be unreasonably withheld . Consent by Lessor to one (1) or more assignments, sublettings or encumbrances shall not operate as a consent to any subsequent assignment, subletting or encumbrance, each of which shall require Lessor’s separate consent. Any and all costs incurred in connection with the permitted assignment or subletting of this Lease, including attorney review fees or the permitted grant of any encumbrance or other interest in connection with this Lease or the Premises shall be paid by the Lessee, which sums shall be added to and become a part of the Additional Rent.

In the event of a permitted assignment of this Lease, or subletting of the Premises, Lessee shall remain fully liable and shall not be released from Lessee’s obligations hereunder should any assignee or sublessee fail to fully and faithfully perform each and every of Lessee’s covenants herein contained, including without limitation, the payment of Monthly Rent and any Additional Rent as and when due.

For purposes of this section, the sale or transfer of more than Twenty-Five percent (25%) of the ownership interest in and to the Lessee shall constitute an assignment of the Lease requiring the consent of Lessor.

Notwithstanding anything contained herein to the contrary, should Lessee desire to assign the Lease or sublease the Premises, Lessor shall have the right, but not the obligation, to cancel or terminate the Lease and deal with Lessee’s prospective assignee or sublessee directly and without any obligation to Lessee. In this event, Lessee’s future obligations to Lessor under this Lease shall terminate in accordance with Lessor’s written exercise of such right.

11.

CONDITION OF PREMISES . Lessee shall accept the Premises “AS-IS”, in the condition the Premises are in at the commencement of the Term. Lessee acknowledges that Lessee has inspected and knows the condition of the Premises and acknowledges to Lessor that the Premises are in good order and repair as of the date the Term commences. Lessee shall provide Lessor at the commencement of the Lease Term written acknowledgement of Lessee’s inspection of the Premises and acceptance of same in “AS-IS” condition.

12.

LAWS, RULES AND REGULATIONS . Lessee shall, during the term of this Lease, at Lessee’s sole cost and expense abide by and comply with all rules and regulations now or hereinafter prescribed by Lessor for the Building and the Premises, and shall abide by and comply with all laws, ordinances and regulations enacted by those governmental entities, whether federal, state or municipal, having jurisdiction over the Building or the Premises whether or not the same shall interfere with the use or occupancy of the Premises, arising from (a) Lessee’s use of the Premises; (b) the manner or conduct of Lessee’s business or operation of its installation, equipment or other property therein; (c) any cause or condition created by or at the instance of Lessee; or (d) breach of any of Lessee’s obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; and Lessee shall pay all of the costs, expenses, fines, penalties and damages which may be imposed upon Lessor by reason or arising out of Lessee’s failure to fully and promptly comply with and observe the provisions of this Section. Lessee shall give prompt notice to Lessor of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Lessee shall neither permit nor commit any immoral or unlawful practice or act in or upon the Building or the Premises. Lessee shall not permit any noxious, foul or disturbing odors to emanate from the Premises nor use loudspeakers, phonographs or radio broadcasts in a manner so as to be heard outside of the Premises. The current Rules and Regulations are attached hereto as Exhibit B.

13.

USE . A. Permitted Use: Lessee will use and occupy the Premises solely for the use set forth on the Information Sheet and related use and for no other use or purpose without the Lessor’s prior written consent. Lessee shall not suffer or permit the Premises or any part thereof to be used in any other manner, or suffer or permit anything to be done or brought into or kept in the Premises, which would in any way: (a) violate any law or requirement of public authorities; (b) cause injury to the Building or any part thereof; (c) interfere with the normal operations of air conditioning, ventilating, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein; (d) constitute a public or private nuisance; (e) use or permit the use of the Premises for public assembly, or for any illegal or immoral purpose; or (f) alter the appearance of the exterior of the Building or any portion of the interior other than the Premises pursuant to the provisions of this Lease.

Indemnification : Lessee shall indemnify and hold Lessor harmless from all claims, damages and losses resulting from any acts or omissions or as a result of neglect or fault of Lessee, its agents, servants, employees, licensees, customers or invitees including, but not limited to, attorneys’ fees through all trial, bankruptcy and appellate levels and post-judgment proceeding and whether or not suit or any other proceeding is instituted. Lessee specifically acknowledges that after hours and/or weekend access is at Lessee and Lessee’s employees own risk. Lessee also specifically acknowledges that Lessor will not offer any security services at the Building for Lessee and its guests and employees, and Lessee shall be obligated to implement its own security plan for its own protection and Lessee shall indemnify, save and hold Lessor harmless against any claim filed by Lessee’s guests and employees with regard to any claim of loss or injury due to an alleged lack of security.

Floor Loads, Noise and Vibration : Lessee shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry or which is allowed by law. Business machines and mechanical equipment belonging to Lessee which cause noise, electrical interference or vibration that may be transmitted to the structure of the Building or to the Premises to such a degree as to be objectionable to Lessor or other tenants in the Building, shall, at Lessee’s expense, be placed and maintained by Lessee in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such noise, electrical interference or vibration.

ADA Compliance : In the event that any alterations or improvements to the Premises requested by Lessee (and/or any change in use of the Premises by Lessee) necessitates that the Premises or Building be altered in order to comply with the requirements of the Americans with Disabilities Act or other similar legal requirements, Lessee shall be responsible for the costs of all such alterations.

Disclaimer of Warranty : Lessee expressly disclaims any implied warranty that the Premises are suitable for Lessee’s intend commercial purpose, and Lessee’s obligation to pay rent hereunder is not dependent upon the condition of the Premises or the performance by Lessor of its obligations hereunder, and Lessee shall continue to pay Rent, without abatement, setoff, or deduction, notwithstanding any breach by Lessor of its duties or obligations hereunder, whether express or implied.

14.

INDEMNITY AND INSURANCE . A. Lessee agrees to indemnify, defend and save and hold Lessor, and Lessor’s agents, managing agent, independent contractors, successors and assigns, harmless against any and all liabilities, losses, costs and expenses (including, without limitation, any and all attorneys’ fees and court costs through trial and on appeal) arising from or in any way connected with any acts, omissions, neglect or fault of Lessee, or any of Lessee’s agents, invitees, licensees, representatives, successors or assigns, including but not limited to, any Default (hereinafter defined), or any death, personal injury or property damage occurring in, on or about the Premises or the Building.

Lessee shall during the Term, at Lessee’s cost and expense, keep in full force and effect a policy of public liability insurance, including workmen’s compensation coverage, and property damage insurance, with respect to all matters which arise in connection with Lessee’s operation of the Premises. The limits of public liability coverage shall not be less than $1,000,000.00 per person and $1,000,000.00 per occurrence, and the property damage liability shall not be less than $1,000,000.00. The insurance policy or policies shall name Lessor, Lessor’s managing agent and Lessee as insureds, and shall contain a clause that the insurer will not cancel or change insurance coverage without first giving Lessor twenty (20) days’ prior written notice of same. Lessee shall also carry business interruption insurance in an amount sufficient to cover nine (9) months of expenses for costs, damages, lost income, expenses, Rent, additional rent and all other sums payable under this Lease, should any or all of the Premises not be habitable for any extended period. All required insurance shall be underwritten by a company or companies approved by Lessor with general policyholder’s rating of “A” as rated in the most current available “ Best’s Insurance Reports ” and qualified to do business in Florida, and a copy of the policy or policies and of the certificate(s) of such insurance and all endorsements thereto or replacements thereof, shall be delivered to Lessor immediately upon their issue.

Lessee shall comply, at Lessee’s cost and expense, with any and all requirements of the Southern Underwriters’ Board and of any federal, State, and municipal government applicable to the Premises for the correction, prevention and abatement of nuisances, unsafe or hazardous conditions, or other grievances arising from Lessee’s occupancy of the Premises. Lessee shall also comply in a timely manner with all occupational, professional and licensing requirements applicable to Lessee’s use of the Premises. Lessee shall promptly comply with any and all fire, emergency and evacuation procedures ordered by safety and regulatory officials having jurisdiction over the Building or the Premises.

Lessee shall comply with any and all requests made by Lessor’s fire or liability insurers with respect to the Building or the Premises, or both, at Lessee’s cost and expense. Lessee agrees to pay any

increase(s) in Lessor’s fire and/or liability insurance premiums over and above the rate in effect immediately prior to the date the Term commences caused by Lessee’s use or occupancy of the Premises.

Lessee shall not do or suffer anything to be done on or about the Premises that will or may increase the rate of insurance on the Building or the Common Areas. If, by reason of the failure of Lessee to comply with the terms of this Lease, or by reason of Lessee’s occupancy (even though permitted or contemplated by this Lease), the insurance rate shall at any time be higher, or notice is given that it shall be higher, than it would otherwise be for comparable commercial office space in the area of the Building, Lessor, in its sole discretion, may require Lessee to reimburse Lessor the part of all insurance premiums charged because of such violation or occupancy by Lessee, or Lessor may require Lessee to cease any such use which causes such higher premium. Any such reimbursement shall be Additional Rent hereunder.

In any event of loss or damage to the Building, the Premises, the Common Areas and or any contents, each party hereto shall look first to any insurance in its favor before making any claim against the other party. To the extent possible without additional cost, each party shall obtain for each policy of such insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of such insurance, and each party, to such extent permitted, for itself and its insurers waives all such insured claims against the other party.

15.

DIRECT CHARGES . Lessee shall pay any and all such direct charges for illumination, trash removal, garbage collection, telephone, electricity, gas, water, sewage disposal and other utilities used on the Premises directly to the providers of same promptly as and when due, including but not limited to, any and all required fees and deposits for service. Failure to timely pay same shall constitute a default hereunder.

16.

DAMAGE TO PREMISES . If the Premises shall be destroyed or damaged by fire, windstorm, civil disturbance or other casualty during the Term so that the same shall be rendered untenantable, Lessor shall have the right to render the Premises tenantable by repairs made within one hundred eighty (180) days from the date of payment to Lessor of applicable insurance proceeds. Base Rent shall abate during such total casualty, but Additional Rent shall remain due and payable. If the Premises are not rendered tenantable within such time, it shall be the option of either Lessor or Lessee to terminate this Lease. If either Lessor or Lessee shall exercise its option to terminate this Lease pursuant to this Paragraph, Lessee’s obligation to pay both Monthly Rent and any Additional Rent shall cease at the time of said termination. If only a part of the Premises shall be destroyed, Monthly Rent only shall be apportioned for the remaining tenantable area as determined by Lessor, in Lessor’s sole discretion. Notwithstanding the foregoing, if the damage results from the fault of Lessee, or Lessee’s agents, employees, visitors, licensees or invitees, Lessee shall not be entitled to any abatement or reduction of rent.

Although nothing contained in this Lease shall ever be construed as obligating Lessor to pay the premiums for any such insurance which Lessee is obligated to carry under this Lease, if, at any time during the continuance of this Lease, Lessee fails to deliver such policies and the evidence of payment of the premiums for such policies, Lessor may, at Lessor’s option, procure the said insurance and Lessee will owe Lessor reimbursement therefor immediately as Additional Rent, but such facts will never be construed as constituting a waiver by Lessor of the default hereunder committed by Lessee.

17.

PERSONAL PROPERTY . All of Lessee’s personal property placed upon, or moved into the Premises shall be at the sole risk of Lessee, and Lessor shall not be liable (i) for any damage to any such personal property, or to Lessee or any third party, arising from the bursting or leaking of water pipes or from any other act whether by Lessor or by a third person, or (ii) for the negligence of any other person whomsoever, including without limitation, Lessor and Lessor’s agents, independent contractors, representatives, successors and assigns.

18.

CONDEMNATION . If all or any portion of the Premises shall be taken, except temporarily, by any condemnation or eminent domain proceedings, this Lease shall terminate on the effective date of the final judicial order of taking. Lessor shall be entitled to all awards for such taking, except that Lessee shall be entitled to make a separate claim at the expense of Lessee against the condemning authority for moving expenses and for damages

to permitted fixtures installed in the Premises; provided, however, that any award made to Lessee shall be in addition to, and shall not reduce, any award which Lessor may claim in connection with such taking, and further provided that in no event shall Lessee have any claim for the value of any remaining portion of the Term. If only a part of the Premises shall be condemned, Monthly Rent only shall be apportioned for the remaining tenantable area as determined by Lessor, in Lessor’s sole discretion.

19.

QUIET ENJOYMENT . Upon payment by Lessee of the Monthly Rent and any Additional Rent as and when due, and upon the faithful observance and performance of all of Lessee’s covenants herein contained, Lessee shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Lessor, or by any other person or persons lawfully or equitably claiming by, through or under Lessor, subject, nevertheless, to all of the provisions and conditions of this Lease.

20.

CONVEYANCES AND ENCUMBRANCES . Lessor shall have the unrestricted right to convey, transfer, mortgage or otherwise encumber the Premises. This Lease is and at all times shall be automatically by its terms subject and subordinate to all present and future mortgages to which Lessor is a party and which in any way affect the Premises or any interest therein, and to all recastings, renewals, modifications, consolidations, replacements or extensions of any such mortgage(s). Lessee agrees, within seven (7) days of any such request, to execute any and all documents or instruments requested by Lessor or by any mortgagee(s) to evidence the said subordinate condition of this Lease, as the same may have been amended, to any such financing, and to certify, when requested by Lessor or by any mortgagee(s), that this Lease is in full force and effect. This statement, commonly referred to as an “estoppel certificate”, shall be for the benefit of Lessor, and any purchaser or mortgagee of Lessor.

21.

OWNERSHIP BY MORTGAGEE; LESSEE’S ATTORNMENT . A. If any mortgagee comes into possession or ownership of the Premises or of the Building, or acquires Lessor’s interest by foreclosure of a mortgage or otherwise, Lessee will attorn to such mortgagee. Lessee will not be entitled to a credit for Monthly Rent or any Additional Rent paid in advance in such event.

If any mortgagee(s) shall request reasonable modifications to this Lease as a condition to disbursing any monies to be secured by a mortgage encumbering the Premises, Lessee agrees that, within seven

(7) days after such a request from Lessor, Lessee shall execute and deliver to Lessor an agreement, in form and substance satisfactory to Lessor and to said mortgagee(s), evidencing such modifications; provided, however, that such modifications do not increase Lessee’s monetary obligations under this Lease or materially adversely affect Lessee’s leasehold interest created by this Lease.

22.

NOTICES . Whenever this Lease requires that notice or demand shall be given or served on either party to this Lease, such notice or demand shall be in writing and shall be delivered personally or forwarded by certified or registered mail, return receipt required, addressed as set forth at the beginning of this Lease.

23.

ENTIRE AGREEMENT . This Lease contains the complete, exclusive and entire agreement between Lessor and Lessee regarding occupation of the Building and lease of the Premises, and supersedes any and all prior oral and written agreements between Lessor and Lessee regarding such matters. This Lease may be modified only by an agreement in writing signed by both Lessor and Lessee, and no offer of surrender of the Premises by Lessee shall be binding unless accepted by Lessor in a writing signed by Lessor.

24.

BENEFITS; BINDING EFFECT . This Lease shall be binding upon and inure to the benefit of the heirs, legal representatives and successors of Lessor and Lessee, and the assigns of Lessor and permitted assigns of Lessee, and shall be construed and enforced in accordance with the laws of the State of Florida. Venue for any litigation which may arise in connection with this Lease, the Building or the Premises shall be in the county wherein the Premises are located.

25.

SEVERABILITY . If any covenant or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of

such covenant or provision to persons or circumstances (other than those as to which it is held invalid or unen- forceable) shall not be affected thereby, and each and every other such covenant and provision of this Lease or portion thereof shall be valid and be enforced to the fullest extent permitted by law.

26.

TOXINS . Given the humid conditions and warm climate in Palm Beach County, Florida, molds, mildew, toxins and/or fungi may exist or develop within the Premises (hereinafter referred to as the “Toxins”). Lessee is hereby notified that certain Toxins may be, or if allowed to remain without treatment for any period of time, become toxic and pose a health risk. By leasing the Premises, Lessee shall be deemed to have understood and assumed the risks associated posed by Toxins and to release, to the fullest extent permitted by law, the Lessor from any and liability resulting from same, including, but not limited to, any liability for incidental or consequential damages (which may result from the inability to possess all or any part of the Premises, inconvenience, moving costs, off-site leasing costs, storage costs, loss of time, lost wages, lost opportunities and/or personal injury or death). Without limiting the generality of the foregoing, leaks, leaving windows or exterior doors open for extended periods of time or during wet weather, wet flooring not timely dried, and moisture will contribute to the growth of Toxins. Lessee agrees that Lessor is not liable, and the Lessor disclaims any liability, loss or damage resulting from any illness, personal injury, death or allergic reactions which may be experienced by Lessee, its employees, and/or its or their guests and invitees as a result of Toxins.

27.

REMEDIES CUMULATIVE . Lessor’s remedies under this Lease are cumulative, and the election of any right or remedy by Lessor shall not be deemed a waiver of any other right or remedy of Lessor under this Lease or otherwise.

28.

ATTORNEYS’ FEES . If, by reason of Lessee’s Default, Lessor employs an attorney to enforce Lessor’s remedies or otherwise protect Lessor’s rights under this Lease, Lessee shall pay to Lessor any and all attorneys’ fees and court costs, through trial and on appeal, and all other costs and expenses incurred by Lessor as a result of Lessee’s Default. If any lawsuit is brought in connection with this Lease or the Premises, Lessee shall pay all attorneys’ fees and court costs, through trial and on appeal, and in any bankruptcy court action, incurred by Lessor in defense, counterclaim or crossclaim of any such action or proceeding.

29.

NO WAIVER . The failure of Lessor to insist on the performance or observance by Lessee of any one or more conditions or covenants of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such covenant or condition, and Lessee’s obligation with respect to such future performance shall continue in full force and effect.

30.

LESSOR’S PROPERTY . Lessee shall look solely to Lessor’s ownership interest in the Building for the satisfaction of any judgment or decree requiring the payment of money by Lessor, or by Lessor’s agents, representatives, successors or assigns, to Lessee, or to any person claiming by or through Lessee, in connection with this Lease, and no other property or asset of Lessor real or personal, tangible or intangible, shall be subject to levy, execution or other enforcement procedure for the satisfaction of any such judgment or decree.

31.

RADON GAS . Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

32.

GENDER . The terms Lessor and Lessee as herein contained shall include the singular and/or the plural, the masculine, the feminine, and/or the neuter, the heirs, successors, executors, administrators, personal representatives and/or assigns, wherever and whenever the context so requires or admits.

33.

CAPTIONS . The captions of the various paragraphs of this Lease have been inserted for the purposes of convenience only. Such captions are not a part of this Lease and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Lease.

34.

DEFAULT/REMEDIES . A. Lessee shall be in default hereunder if (i) Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of the terms, covenants and/or conditions of this Lease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten (10) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, deserted or vacated at any time during the Term of this Lease. The Premises and trade fixtures, equipment and furniture situated thereon shall be conclusively deemed abandoned by Lessee upon fifteen (15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at Lessee’s expense. All such property shall, at Lessor’s option, become the property of Lessor, or said property may be placed in storage at Lessee’s cost and expense, or sold or otherwise disposed of, in which event the proceeds of such sale or other disposition shall belong to Lessor.

Default shall also occur if at any time during the Term there shall be filed by or against Lessee or its permitted successors, or assigns, then in possession of the Premises, in any court pursuant to any statute either of the United States or of any state or foreign jurisdiction, a petition (1) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) for an arrangement under the Bankruptcy Acts or Codes, or if a similar type of proceeding shall be filed and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the institution of same, then Lessor may terminate Lessee’s rights under this Lease by notice in writing to Lessee, and thereupon Lessee shall immediately quit and surrender the Premises to Lessor, but Lessee shall continue to be liable for the payment of Rent and all other sums due hereunder.

Remedies: In the event of any default by Lessee, Lessor may (1) cure Lessee’s default at Lessee’s cost and expense, and/or (2) reenter the Premises and remove all persons and all or any property therefrom, by any suitable action or proceeding at law, without being liable for any prosecution therefor or damages therefrom, and repossess and enjoy the Premises, with all additions, alterations and improvements, and Lessor may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit, and/or (3) at any time relet the Premises or any part or parts thereof, as the agent of Lessee or in Lessor’s own right, and/or (4) terminate this Lease upon not less than three (3) days written notice to Lessee, but in which event Lessee shall remain liable for all Rent.

In any case where Lessor has retaken possession of the Premises by reason of Lessee’s default or seeks such a retaking, Lessor may, at Lessor’s option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining Premises, or otherwise changed or prepared for reletting, and may relet the Premises or any part thereof as agent of Lessee or otherwise, for a term or terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Lease, at Lessor’s option, and receive the rent therefor. Rent so received shall be applied first to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating and other adjoining Premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorneys’ fees, including attorneys’ fees in bankruptcy, appellate and post-judgment proceedings. Thereafter, such rent shall be applied to the payment of damages in an amount equal to the rent hereunder, as adjusted and Additional Rent, and to the cost and expenses of performance of the other covenants of Lessee as herein provided. Lessee agrees, in any such case, whether or not Lessor has relet, to pay to Lessor damages equal to the Base Rent as adjusted and Additional Rent due hereunder, and other sums herein agreed to be paid by Lessee, less the net proceeds of the reletting, if any, as ascertained from time to time, and the same shall be payable by Lessee on dates as provided for in Article 2 above. In reletting the Premises as aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited therewith. No such reletting shall constitute a surrender and acceptance or be deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy and use the Premises or any part thereof during any part of the balance of the Term as originally fixed or since extended, there shall be allowed against Lessee’s obligation for rent or damages as herein defined, during the period of Lessor’s occupancy, the reasonable value of such occupancy, not to exceed in any event the rent herein reserved and such occupancy shall not relieve Lessee of its liability hereunder. Lessee hereby waives all right of

redemption to which Lessee or any person claiming under Lessee might be entitled by any law now or hereafter in force. Lessor’s remedies hereunder are in addition to any remedy allowed by law or in equity.

The exercise by Lessor of any right granted in this Article shall not relieve Lessee from the obligation to make all rental payments, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein. In the event of a default, if Lessor so desires, all current and future rent and other monetary obligations due hereunder shall become immediately due and payable. This includes any additions to Rent herein provided for the period from the date of an event of default until the end of the Term of this Lease, a sum equal to the Monthly Rent and Additional Rent required to be paid hereunder by Lessee, multiplied by the number of calendar months or portions thereof remaining in the Term of this Lease. Lessor shall not be required to relet the Premises nor exercise any other right granted to Lessor hereunder. If Lessor attempts to relet the Premises, the Lessor shall be the sole judge as to whether or not a proposed Lessee is suitable and acceptable.

In the event of a breach by Lessee of any covenants or provisions hereof, Lessor shall have, in addition to any other remedies which it may have, the right to invoke any remedy allowed at law or in equity to enforce Lessor’s rights or any of them, as if re-entry and other remedies were not herein provided for. Lessee agrees that no demand for Rent and no re-entry for condition broken and no notice to quit possession or other notices prescribed by statute shall be necessary to enable Lessor to recover such possession, but that all right to any such demand and any such re-entry and any notice to quit possession or other statutory notices or prerequisites are hereby waived by Lessee.

The maintenance of any action or proceeding to recover possession of the Premises, or any installment or installments of Rent or any other monies that may be due, or become due from Lessee to Lessor, shall not preclude Lessor from thereafter instituting and maintaining subsequent actions or proceedings for the recovery of possession of the Premises or of any other monies that may be due or become due from Lessee. Any entry or re-entry by Lessor shall not be deemed to absolve or discharge Lessee from liability hereunder.

If Lessee shall at any time be in default hereunder, and if Lessor shall deem it necessary to engage attorneys to enforce Lessor’s right hereunder, the determination of such necessity to be in the sole discretion of Lessor, then Lessee will reimburse Lessor for the reasonable expense incurred thereby, including, but not limited to, court costs and reasonable attorneys’ fees including attorneys’ fees in appellate and post- judgment proceedings and regardless of whether or not any action may be instituted. In addition to, and not in lieu of, the provisions contained in the immediately preceding sentence, in the event of any litigation between the parties hereto, the subject matter of which is this Lease or any matter contained herein, the prevailing party shall be entitled to recover from the non-prevailing party all court costs and reasonable attorneys’ fees including, but not limited to, attorneys’ fees in appellate and post-judgment proceedings.

Without affecting the default provisions hereof, any payment of Rent required by this Lease which remains unpaid for five (5) days after its due date shall bear interest at the then maximum non-usurious rate allowed under applicable law from the due date to the date of payment.

Notwithstanding anything contained herein to the contrary, all remedies of Lessor as herein provided are cumulative and Lessor’s exercise of any one or more of them shall not be deemed a waiver of any other remedy(ies) available to Lessor.

35.

FORCE MAJEURE . Lessor does not warrant that any of the services which Lessor may supply, will be free from interruption. Lessee acknowledges that any one or more of such services may be suspended by reason of accident or repair, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the reasonable control of Lessor. No such interruption or discontinuance of service shall ever be deemed an eviction or a disturbance of Lessee’s use, enjoyment and possession of the Premises or any part thereof, or render Lessor liable to Lessee for damages by abatement or reduction of Base Rent or any Additional Rent or relieve Lessee from the performance of any of Lessee’s obligations under this Lease.

In addition, Lessee shall have the affirmative duty, upon any casualty, including, but not limited to, hurricane or tornado, to take all affirmative steps to protect the Premises and the Building on an expedited basis. These include pre-storm preparation to protect the Premises, installation of any available pre-storm protective devices, sealing of all doors and windows from water intrusion, and removal of valuable items of personal property or data. After any such event, Lessee shall take all action necessary to protect the Building and Premises, including removal of any dangerous conditions and sealing of all doors and windows from water intrusion. Prior to such post-event action, Lessee shall consult with Lessor regarding same, shall document all such damage via written and photographic evidence and shall save all receipts for any such work.

36.

TIME OF THE ESSENCE . Each of Lessee’s covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Lease and the strict performance of each shall be a condition precedent to Lessee’s rights to remain in possession of the Premises, or to have this Lease continue in effect.

37.

HAZARDOUS WASTE . Lessee warrants and represents that it will, during the period of its occupancy of the Premises under this Lease, comply with all federal, state and local laws, regulations and ordinances with respect to the use, storage, treatment, disposal or transportation of Hazardous Substances. Lessee shall indemnify and hold Lessor harmless from and against any claims, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, reasonable attorneys’ fees and costs at trial and on appeal) arising from the breach of the preceding warranty and representation.

For the purposes of this Paragraph, the term “Hazardous Substances” shall be interpreted broadly to include but not be limited to, substances designated as hazardous under the Resource Conservation and Recovery Act, 42 U.S.C. §9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1257, et seq., the Clean Air Act, 42 U.S.C. §2001, et seq., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., any applicable State Law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives.

Lessee shall not store or dispose of any hazardous material or waste in or about the premises. Lessee shall indemnify and hold Lessor harmless from and against any claims, damages, costs, expenses or actions which arise out of any breach of this provision and such indemnity shall survive the termination of the Lease, except those specifically used in Lessee’s business, which use has been disclosed to and approved in writing by Lessor. In such event, Lessee shall properly dispose of same and shall provide Lessor with a written plan detailing such disposal.

The provisions of this Paragraph shall be in addition to any other obligations or liabilities Lessee may have to Lessor at law and equity and shall survive termination of this Lease.

38.

NO PARTNERSHIP . Nothing contained in this Lease shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Lessor and Lessee other than the relationship of Lessor and Lessee.

39.

NO OTHER REPRESENTATIONS . No representations or promises shall be binding on the parties hereto except those representations and promises contained herein or in some future writing signed by the party making such representations or promises.

40.

LESSEE’S ACKNOWLEDGMENT : Lessee shall, from time to time, on not less than five (5) days prior written request by Lessor, execute, acknowledge, and deliver to Lessor a written statement certifying that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and listing the instruments of modification, the dates to which the rents and other charges have been paid, and whether

or not, to the best of Lessee’s knowledge, Lessor is in default hereunder and, if so, specifying the nature of the default, and such other matters as Lessor may reasonably request. It is intended that any such statement delivered pursuant to this Article may be relied upon by a prospective purchaser of Lessor’s interest or mortgagee of Lessor’s interest or assignee of any mortgage upon Lessor’s interest in the Building and/or the Common Areas.

41.

WAIVER OF COUNTERCLAIM AND JURY TRIAL . TO THE EXTENT ALLOWED BY LAW, LESSEE HEREBY WAIVES THE RIGHT TO INTERPOSE ANY COUNTERCLAIM (EXCEPT A MANDATORY COUNTERCLAIM UNDER FLORIDA LAW OR RULE OF PROCEDURE) IF LESSOR PURSUES ANY ACTION OR PROCEEDING FOR THE POSSESSION OF THE PREMISES. LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO ASSERT A DEFENSE BASED ON MERGER AND AGREES THAT NEITHER THE COMMENCEMENT OF ANY ACTION OR PROCEEDING, NOR THE SETTLEMENT THEREOF, NOR THE ENTRY OF JUDGMENT THEREIN SHALL BAR LESSOR FROM BRINGING ANY SUBSEQUENT ACTIONS OR PROCEEDINGS FROM TIME TO TIME. TO THE EXTENT SUCH WAIVER IS PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS LEASE OR THE PREMISES.

42.

ARTICLE AND PARAGRAPH HEADINGS . The Article and Paragraph headings in this Lease are intended for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.

43.

BROKERS . Each party represents to the other that they have dealt with no real estate or leasing brokers in conjunction with this Lease except the broker(s) listed on the Informational Sheet. Each party agrees and warrants to indemnify and hold harmless the other from any claims of other brokers for payment of fees or charges of any kind including attorneys’ fees, in conjunction with this transaction. The foregoing shall survive the end of the Lease Term.

44.

LIMITATIONS ON RECORDING . Lessee shall not, without the prior written consent of Lessor which may be withheld for any reason, record or permit the recording of this Lease or any memorandum hereof, any short form of this Lease or any instrument referring therein to this Lease among the Public Records within or without the State of Florida. Lessor shall have the right, but not the obligation, to record, from time to time, this Lease, any memorandum hereof, any short form of this Lease or any other instrument referring therein to this Lease and, should Lessor desire to so record, Lessee shall cooperate fully by executing any and all documents in regard thereto.

45.

ENTITY LESSEE . Lessee shall be required to file all necessary documents with the entity’s state of organization on an annual basis so as not to be dissolved. In the event that Lessee, as a legal entity is dissolved, the officers, managers, directors and/or partners executing this Lease on behalf of the entity agree to be personally liable for the obligation of the dissolved entity, unless and until such entity’s status as an active Corporation, Limited Liability Company and/or Limited Partnership is resolved.

46.

DISTRESS WRIT . In the event of a default by Lessee, in addition to any other remedies available to Lessor, Lessor shall be entitled to a Distress Writ without necessity of posting or filing a bond or any other security.

47.

WAIVER OF NOTICE . Lessee hereby waives any requirement of notice of default, including, but not limited to, any statutory notice requirements prerequisite to bring any action against Lessee for a default under this Lease.

48.

RELOCATION : Lessor shall have the right to change the location and/or configuration of the Premises subject to the following terms and conditions: (i) if Lessee has commenced beneficial use of the Premises, then Lessor shall provide Lessee not less than thirty (30) days advance written notice of the date Lessee must vacate the Premises; (ii) if Lessee has not commenced beneficial use of the Premises, then Lessor shall

provide Lessee not less than five (5) days advance written notice of such change; (iii) Lessor shall provide Lessee with substitute space of similar nature and size elsewhere in the Building (“Substitute Premises”); and (iv) Lessor shall, if Lessee has commenced beneficial use of the Premises, at Lessor’s expense (a) remove Lessee’s equipment and furniture from the Premises and reinstall same in the Substitute Premises and (b) redecorate the Substitute Premises in a substantially similar manner in which the Premises are decorated, subject to availability of matching materials. Within ten (10) days after Lessor submits an amendment of this Lease indicating the location and/or configuration of the Substitute Premises and such other reasonable provisions (if necessary) to this Lease arising out of the substitution of the Substitute Premises for the Premises, Lessee shall execute and then deliver to Lessor such amendment.

49.

SEPARATE COVENANT . Lessee’s obligation to pay Rent and Additional Rent under this Lease are separate and distinct covenants independent of any of the Lessor’s obligations under the Lease. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease, it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Lessor, or if for any other reason Lessee might be entitled to any reimbursement from Lessor, in no event shall Lessee deduct or withhold any such amount from any payments of Rent due to Lessor under this Lease.

50.

LIMITATION ON LESSOR’S LIABILITY . Notwithstanding any contrary provision of this Lease, Lessee shall look solely to the interest of Lessor or its successor (as Lessor hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any gross negligence or breach of this Lease by Lessor or such successor, and no other assets of Lessor or such successor (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Lessor or such successor) shall be subject to deficiency action, levy, execution or other enforcement procedure for the satisfaction of Lessee’s remedies in any of such events. Lessee’s sole right and remedy in any action or proceeding concerning Lessor’s reasonableness (where the same is required under this Lease) shall be an action for declaratory judgment and/or specific performance.

51.

ABANDONED PROPERTY . If at the end of the Lease term, (including any early termination hereof), Lessee shall leave and abandon any personal property at the Leased Premises, Lessor shall notify Lessee of same at the forwarding address provided by Lessee, and Lessee shall have ten (10) days within which to remove said property. If Lessee fails or refuses to remove said property, Lessor may dispose of same in any manner deemed appropriate by Lessor, regardless of the value of the property and Lessee hereby waives any right or claim to object to such disposal.

52.

SURVIVAL . All terms and provision of this Lease shall, to the extent reasonably necessary to fulfill the intent of the Parties, survive the termination hereof.

53.

COUNTERPARTS . This Lease may be executed in several counterparts, all of which shall constitute one and the same Lease between Lessor and Lessee.

54.

COMMON AREAS/PARKING : A. Definition: All areas within the exterior boundaries of the Building or any amenities thereto which are not now or hereafter included within the Premises, or held for lease or occupation by Lessor including, without limiting the generality of the foregoing, parking areas including, but not limited to driveways, delivery passages or areas, sidewalks, ramps, open and closed courts, atriums and malls, landscaped and planted areas, stairways, elevators, exterior decks, restrooms not located within the premises of any Lessee, and other areas and improvements provided by Lessor for the common use of Lessor and Lessees and their respective employees and invitees, shall be deemed “Common Areas.” Portions of the Common Areas are within the Building while other portions are not within the Building. Lessor may make changes at any time and from time to time in the size, shape, location, number and extent of the Common Areas or any of them and no such change shall entitle Lessee to any abatement of rent.

Use: Lessee and its employees and invitees shall be entitled to use the Common Areas during the Term of this Lease, in common with Lessor and with other persons authorized by Lessor from time to time to use such Common Areas, subject to such reasonable rules and regulations relating to such use as Lessor may from time to time establish.

Control by Lessor:

(1)

Lessor shall operate, manage, equip, police, light, repair and maintain the Common Areas in such manner as Lessor may in its sole discretion determine to be appropriate. Lessor may temporarily close any Common Area for repairs or alterations, close them for up to one (1) day in each calendar year to prevent a dedication thereof or the accrual of prescriptive right therein, or close them for any other reason deemed sufficient by Lessor.

(2)

Lessor shall at all times during the Term of this Lease have the sole and exclusive control of the automobile parking areas including, but not limited to, the driveways, ramps, entrances and exits, public seating areas, and the sidewalks, pedestrian passageways and other Common Areas, and may at any time and from time to time during the Term hereof restrain any use or occupancy thereof except as authorized by the rules and regulations for the use of such areas established by Lessor from time to time. The rights of Lessee in and to the Common Areas shall at all times be subject to the rights of Lessor and other parties designated by Lessor including, but not limited to, other Lessees of Lessor to use the same in common with Lessee, and Lessee shall keep said areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee’s operation. If in the opinion of Lessor unauthorized persons are using any of said Common Areas by reason of the presence of Lessee in the Building, Lessee, upon demand of Lessor, shall restrain such authorized use by appropriate proceedings. Nothing herein shall limit the right of Lessor at any time to remove any such unauthorized person from the Common Areas or to prohibit the use of any said Common Areas by unauthorized persons.

(3)

When and to the extent parking spaces, including reserved parking spaces, are to be furnished to Lessee as provided in the Informational Sheet or as may be provided in a separate agreement (though nothing herein shall imply that parking spaces may be provided in a separate agreement), Lessee, its employees and clients shall park their vehicles only in those spaces in the parking areas as are from time to time designated for that purpose by Lessor. The availability of reserved parking spaces shall be solely in Lessor’s control, and shall be upon terms, conditions and costs as established by Lessor. Lessee shall furnish Lessor with a list of its employees’ vehicle license numbers within five (5) days after taking possession of the Premises and Lessee shall thereafter notify Lessor of any change in such list within five (5) days after such change occurs. Lessee agrees to assume responsibility for compliance by its employees with the parking provisions contained herein. Lessee further agrees that in the event Lessee and/or its employees shall have parked their vehicles in spaces not so designated, then Lessor shall, upon the second notice by Lessor or its representative of such event, have the power to require Lessee to pay to Lessor the sum of Twenty Dollars ($20.00) per day for each day the violation shall continue.

(4)

In the event Lessor elects to limit or control parking by customers or invitees of the Building, whether by sticker, validated parking tickets, valet service, or any other method of assessment, Lessee agrees to participate in such program under such reasonable rules and regulations as are from time to time established by Lessor with respect thereto.

55.

SERVICES FURNISHED : A. Lessor will furnish the following services to Lessee during the Lease Term:

Cold water for drinking and toilet purposes and hot water for lavatory purposes (in Common Area bathrooms).

Janitorial services to the Premises Monday through Friday, except holidays. Lessor shall cause the Premises, including the exterior and interior of the windows thereof to be cleaned in a manner standard to the Building. Lessee shall pay to Lessor on demand, the cost incurred by Lessor for: (a) extra cleaning work in the Premises required because of (i) misuse or neglect on the part of Lessee or permitted sublessees or Lessee’s employees or visitors; (ii) the use of portions of the Premises for purposes requiring greater or more difficult cleaning work than normal office areas; (iii) interior glass partitions or unusual quantity of interior glass surfaces, and (iv) non-building standard materials or finishes installed by Lessee or at its request; (b) removal from the Premises and the Building of any refuse and rubbish of Lessee in excess of that ordinarily accumulated in business office occupancy or at times other than Lessor’s standard cleaning times; and (c) the use of the Premises by Lessee other than during business hours on business days.

Normal, customary and reasonable office heat and air conditioning on Monday through Friday, except holidays, from 6:00 A.M. until 6:00 P.M. and Saturdays, from 7:00 a.m. to 12:00 p.m. Any additional use after hours by Lessee will be charged back to the Lessee as Additional rent at the rate of Thirty- Five and NO/100 Dollars ($35.00) per hour. Lessee will have access to the Premises, the Building, and the parking facilities 24 hours per day, 7 days per week, and 52 weeks per year, but if such access results in additional cost or expense to Lessor, Lessee shall pay all such charges after written notice thereof subject so long as such access does not result in additional cost or expense to Lessor unless lessee pay same in advance. Computer Servers which create substantial heat are permitted in the form of one (1) server per suite. Servers may not be stacked. A freestanding air conditioner may not be installed to cool servers.

Normal, customary and reasonable bagged trash removal when deposited in designated locations.

A waste recycling program, if applicable. Lessee hereby agrees to cooperate and participate in any such program

If Lessee requires any additional service other than at the times or in the quantities provided above, Lessor, upon reasonable advance written request therefore by Lessee, may, but shall not be obligated to, furnish such additional service upon charges to be agreed upon by the Parties which shall, in no event, be less than Lessor’s cost therefore plus fifteen percent (15%) overhead. Such sums shall be Additional Rent hereunder payable monthly.

It is understood that Lessor does not warrant that any of the services referred to above, or any other services that Lessor may agree to supply, will be free from interruption, and Lessee acknowledges that one or more of such service may be suspended by reason of accident or of repairs, alterations or improvements being made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the control of Lessor. No such interruption or discontinuance of service shall be deemed an eviction or disturbance of Lessee’s use or possession of the Premises, or render Lessor liable to Lessee for damages or abatement of rent or otherwise, or relieve Lessee from performance of Lessee’s obligations hereunder. Notwithstanding the foregoing, if, as a result of Lessor’s gross negligence, there is an interruption of service for more than thirty (30) days, there shall either be an abatement or an equitable reduction in rent based upon the extent such interruption of service prohibits Lessee from conducting Lessee’s business, as reasonably determined by Lessor.

Lessee’s use of electrical energy in the Premises shall not, at any time, exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Premises. In order to ensure that such capacity is not exceeded and to avert possible adverse effects upon the Building’s electric service, Lessee shall not, without Lessor’s prior written consent in each instance, connect major equipment to the Building, electric distribution system, telephone system or make any alteration or addition to the electric system of the Premises existing on the Commencement Date. Lessee’s electrical usage under this Lease contemplates only the use of normal and customary office equipment. In the event Lessee installs any office equipment which uses substantial additional amounts of electricity, then Lessee agrees that Lessor’s written consent is required before the installation of such additional office equipment.

56.

GREEN BUILDING PROVISIONS : Lessor shall have the option of adopting certain uses and practices for environmental or green standards, including, but not limited to, LEED certifications. Lessee agrees to cooperate and participate in any such programs after written notice to Lessee.

57.

MUTUAL AGREEMENT : This Lease is the result of a negotiated transaction between the respective parties and interpretation and construction of this Lease shall not be construed against the drafter.

58.

CONFIDENTIALITY . Lessee agrees not to disclose any of the terms or provisions of this Lease to other present or future tenants or prospective tenants of the Building, or to any third party without Lessor’s express written consent, excluding Lessee’s professionals (i.e., attorneys and accountants) who require knowledge thereof in furtherance of Lessee’s bona fide business and legal interests.

59.

SPECIAL PROVISION . This Lease is contingent upon execution of a Lease Termination Agreement between Lessor and Allen West Foundation, the current tenant in possession of Suite 2050. If such agreement is not executed by Lessor and Allen West Foundation prior to July 31, 2014, or Allen West Foundation fails to vacate the Premises by August 1, 2014, this Lease shall be void and of no force and effect.

60.

TERMINATION OF EXISTING LEASE . That subject to the provisions of Section 59 above, upon execution hereof, and possession of the Premises, the lease for 6400 Congress Avenue, Suites 1200 and 2250, Boca Raton, Florida 33487 shall be deemed terminated, and of no further force and effect and possession of same shall be retendered to Lessor on August 1, 2014.

IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the day and date set forth above.


Signed and delivered in presence of:	LESSOR:

	OIII Realty Limited Partnership
	By: OIII Realty, LLC, general partner

	By:	/s/ KC
(As to Lessor)		Kamala R. Chapman, Manager

		(Partnership Seal)

		LESSEE:
		Bright Mountain Holdings, Inc.


	By:	/s/ Annette Casacci
(As to Lessee)		Annette Casacci, CFO

		(Corporate Seal)

EXHIBIT A

LEGAL DESCRIPTION

A parcel of land being a portion of Parcel “1”, of A REPLAT OF A PORTION OF ARVIDA PARK OF COMMERCE PLAT NO. 14, as recorded in Plat Book 60, Pages 72 and 73 of the Public Records of Palm Beach County, Florida being in Section, 6, Township 47 South, Range 43 East, City of Boca Raton, Palm Beach county, Florida being more particularly described in that Special Warranty Deed recorded in Official Records Book 9505, Page 128 of the Records of Palm Beach County, Florida.

Parcel Control No.: 06-43-47-06-14-001-0020

Exhibit B

Rules & Regulations

(Subject to modification by Lessor from time to time)

The sidewalks, halls , passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Lessee or used for any purpose other than the ingress and egress from its Premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Lessor shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Lessor , shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to per s ons with whom Lessee normally deals in the ordinary course of Lessee's business unless such persons are engaged in illegal activities. Lessee shall not go upon the roof of the Building.

The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants and Lessor reserves the right to exclude any other names therefrom.

No curtains , draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in conjunction with, any window or door on the Premises without the prior written consent of Lessor. In any event, all such items shall be installed inboard of Lessor ' s standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Lessee's Premises.

Lessor reserves the right to exclude from the Building between the hours of 6:00 p.m. and 6:00 a.m. weekdays, and at all hours on Saturdays, Sundays, and holidays all persons who are not tenants or their accompanied guests. Lessee shall be responsible for all persons it allows to enter the Building and shall be liable to Lessor for all acts of such persons. Lessor shall in no case be liable for damages for error with regard to the admission or exclusion of any person from the Building. During the continuance of any invasion, mob , riot , public excitement or other circumstances rendering such action advisable in Lessor ' s opinion , Lessor reserves the right to prevent access to the Building by closing the doors , or otherwise, for the safety of tenants and protection of the Building and property in the Building.

Lessee shall have the right to employ any person or persons other than Lessor’s janitor for the purpose of cleaning its Premises . With the written consent of Lessor no persons other than those approved by Lessor shall be permitted to enter the building for the purpose of cleaning same . Lessee shall not cause any unnecessary labor by reason of its carelessness or indifference in the preservation of good order and cleanliness. Lessor shall in no way be responsible to Lessee for any loss of property on its Premises however occurring, or for any damage done to the effects of Lessee by the janitor or any other employee or any other person.

Lessee shall not use upon its Premises vending machines or accept barbering or boot blacking services in its Premises except from persons authorized by Lessor.

Lessee shall see that all doors to its Premises are securely locked and that all utilities , water faucets or water apparatus are shut off before Lessee leaves the Premises, so as to prevent waste or damage , and shall be responsible for all injuries sustained by other tenants or occupants of the Building or Lessor as a result of its failure to do so. Lessees shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.

Lessee shall not waste electricity, water or air conditioning and agrees to cooperate fully with Lessor to assure the most effective operation of the Building ' s heating and air conditioning, and shall refrain from attempting to adjust any controls .

Lessee shall not alter any lock or access device or install a new or additional lock or access device or any bolt on any door in its Premises without prior written consent of Lessor. If Lessor shall give its consent, Lessee shall in each case furnish Lessor with a key for any such lock.

10.

Lessee shall not make or have made additional copies of any keys or access devices provided by Lessor. Lessee, upon the termination of the tenancy, shall deliver to Lessor all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished Lessee or which Lessee shall have had made. In the event of the loss of any keys or access devices so furnished by Lessor, Lessee shall pay Lessor therefor.

11.

The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds shall be thrown therein, and the expense of any breakage , stoppage, or damage resulting from the violation of this rule shall be borne by the tenant, who, or whose employees or invitees, shall have caused it.

12.

Lessee shall not keep in the Building any kerosene, gasoline or inflammable or combustible fluid or materials other than limited quantities necessary for the operation or maintenance of office equipment. Lessee s hall not use any method of heating or air conditioning other than that supplied by Lessor.

13.

Lessee shall not permit to be kept in its Premises any foul or noxious gas or substance or permit its Premises to be used in a manner offensive or objectionable to Lessor or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having busine ss therein, nor shall any animals or birds be brought or kept in or about the Building.

14.

No cooking shall be done in the Premises (except that use by the Lessee of Underwriter's Laboratory approved equipment for the warming up or reheating food by way of a microwave or toaster oven and the preparation of coffee, tea, hot chocolate and similar beverages for Lessee and its employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes, ordinances, rules and regulations) nor shall the Premises be used for lodging

15.

Lessee shall not sell or permit the sale, at retail, of newspapers, magazines, periodicals , theater tickets or any other goods on the Premises , nor shall Lessee carry on, or permit the busine ss of stenography, typewriting or any csimilar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises be used for the storage of merchandise, manufacturing of any kind, the business of a public barber shop, or beauty parlor, or for any bu s iness activity other than that specifically provided for in Lessee's lease .

16.

Lessor will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Lessor. The location of burglar alarms, telephones, call boxes or other office equipment affixed to the Premises shall be subject to the written approval of Lessor which will not be unreasonably withheld.

17.

Lessee shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building . Lessee shall not interfere with radio or television broadcasting or reception from or in the Building .

18.

Lessee shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Lessor. The expense of repairing any damage resulting from a violation of this rule of the removal of any floor covering shall be borne by Lessee.

19.

No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down elevators except between such hours and in such elevators as shall be designed by Lessor . Lessor shall have the right to prescribe the weight, size and position of all safes , furniture, files, bookcases or other heavy equipment brought into the Building . Safes or other heavy objects shall, if considered necessary by Lessor , stand on wood s trip s of such thickness as determined by Lessor to be necessary to properly distribute the weight thereof. Lessor will not be responsible for loss of or damag e to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Lessee.

Business machines and mechanical equipment belonging to Lessee which cau se noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to objectionable to Lessor or any tenants in the Building shall be placed and maintained by Lessee, at Lessee's expense , on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building mu st be acceptable by Lessor.

20.

Lessee shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Lessee shall not mark, or drive nails , screws or drills into , the partitions , woodwork or plaster (except for the hanging of pictures and decorations) or in any way deface the Premises.

21.

There shall not be used in any space, or in the public areas of the Building, either by Lessee or others, any hand trucks except those equipped with rubber tires and side guards or s uch other material-handling equipment as Lessor may approve . No other vehicles of any kind shall be brought by Lessee into or kept in or about the Premises.

22.

Lessee shall store all its trash and garbage within the interior of its Premises. No materi a ls shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal shall be made only through entryways and elevators provided for such purposes and at such times as Lessor may designate.

23.

Canvassing, soliciting or distributing of handbills or any other written material and peddling in the Building are prohibited and Lessee shall cooperate to prevent the same. Lessee shall not make room-to-room solicitation of business from other tenants in the Building.

24.

Lessor reserves the right to exclude or expel from the Building any person who , in Lessor ' s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations at the Building.

25.

Without the prior written consent of Lessor, Lessee shall not use the name of the Building in connection with the business of Lessee except as Lessee's address.

26.

Lessee shall comply with all energy conservation, safety, fire protection and evacuation procedures and regulations established by Lessor or any governmental agency.

27.

Lessee assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage.

28.

The requirements of Lessee will be attended to only upon application at the office of the Building by an authorized individual. Employees of Lessor shall not perform any work or do anything outside of their regular duties unless given special instructions from Lessor, and no such employees will admit any person (Lessee or otherwise) to any office without specific instructions from Lessor.

29.

Lessor may waive any one or more of these Rules and Regulations for the benefit of any particular Lessee, but no such waiver by Lessor shall be construed as a waiver of such Rules and Regulations in favor of any other Lessee, nor prevent Lessor from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.

30.

Lessor reserves the right to make such other reasonable rules and regulation as in its judgment may from time to time be needed for safety and security , for care and cleanliness of the Building and for the preservation of good order therein. Lessee agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted so long as such additional Rules and Regulations are reasonable and thirty (30) days prior written notice of such additional Rules and Regulations are provided to Lessee.

All wallpaper or vinyl fabric materials which Lessee may install on painted walls shall be applied with a strippable adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Lessor at Lessee's expense.

32.

Lessee shall provide and maintain hard surface protective mats under all desk chairs which are equipped with coasters to avoid excessive wear and tear to carpeting. If Lessee fails to provide such mats , the cost of carpet repair of replacement made necessary by such excessive wear and tear shall be charged to and paid by Lessee.

33.

Lessee will refer all contractors, contractors' representatives and installation technicians rendering any service to Lessee to Lessor for Lessor ' s supervision, approval, and control before performance of any contractual service . This provision shall apply to all work performed in the Building, including installations of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows ceilings , equipment or any other physical portion of the Building.

34.

Lessee shall give prompt notice to Lessor of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to properly.

35.

Lessee shall be responsible for the observance of all of the forgoing Rules and Regulations by Lessee’s employees, agents , clients , invitees and guests.

36.

Lessee shall not allow its employees or invitees to park in other than designated areas, nor shall any washing of cars or car repairs be permitted in any parking areas, nor shall overnight parking be permitted, nor shall commercial trucks be allowed in the parking areas other than in designated delivery areas.

37.

Other than for single-trip usages, Lessee shall make reservations for use of any elevators, which shall be accepted by Lessor on a first-come, first-serve basis.

38.

These rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part , the terms covenants , agreements and conditions of any lease of premises in the Building.

EXHIBIT C

[BMAQ_EX10Z26002.GIF]

EXHIBIT 10.27

[BMAQ_EX10Z27001.JPG]

INVESTOR RELATIONS CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made by and between Bright Mountain Acquisition Corporation (OTC BB: BMAQ) (hereinafter referred to as the “Company” or “BMAQ”), and Hayden IR (hereinafter referred to as the “Consultant” or “HIR”).

EXPLANATORY STATEMENT

The Consultant affirms that it has successfully demonstrated financial and public relations consulting expertise, and possesses valuable knowledge, and experience in the areas of business finance and corporate investor/public relations. The Company believes that the Consultant’s knowledge, expertise and experience would benefit the Company, and the Company desires to retain the Consultant to perform consulting services for the Company under this Agreement.

Program Objectives:

The program is designed to achieve these results through numerous activities as described below in Sections II and III:

Increase the number of shareholders.

Develop an active market for the public shares.

Achieve an appropriate market valuation based on comparable companies in the same sector and of a similar size.

NOW, THEREFORE, in consideration of their mutual agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures below, the parties agree as follows:

CONSULTING SERVICES

1.1

HIR agrees that for a period of twelve (12) months commencing on September 15, 2014, the Consultant will reasonably be available during regular business hours to advise, counsel and inform designated officers and employees of the Company about the various industries and businesses in which BMAQ is engaged, financial markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business about which HIR has knowledge or expertise.

1.2

HIR shall render services to the Company as an independent contractor, and not as an employee. All services rendered by HIR on behalf of the Company shall be performed to the best of HIR’s ability in concert with the overall business plan of the Company and the goals and objectives of the Company’s management and Board of Directors.

II.

SCOPE OF SERVICES/PROGRAMS/ACTIVITIES :

HIR will develop, implement, and maintain an ongoing stock market support system for BMAQ through a coordinated program of proactive telephone and non-deal roadshow campaigns to expand awareness among all appropriate members of the investment community, including stockbrokers, analysts, and micro-cap portfolio/fund managers. The program will be predicated on accurate, deliberate and direct disclosure and information flow from the Company and dissemination to the appropriate investor audiences; we will expand your shareholder base by marketing to the buyside directly as well as by marketing to the sellside and pursuing research coverage as appropriate. Key information to be articulated to the investing public includes:

A better understanding of the core growth opportunities and key drivers for the end-market being addressed;

The extent of the Company ’ s growth plans, capital requirements, and operating leverage;

Establishing and articulating the key operating, growth, and valuation metrics that investors/shareholders should focus on to judge future performance. Answering the question, “why should an investor invest in BMAQ?”

PROFESSIONAL INVESTMENT COMMUNITY AWARENESS

Conference calls/meetings arranged by HIR with BMAQ in select cities (and at compatible times) with executive management at BMAQ. Target cities shall include New York, Boston, Baltimore/Washington Metropolitan area, Philadelphia, Greenwich/Stamford, Dallas, Houston, St. Louis, Denver, Atlanta, Phoenix/Scottsdale, Chicago, Minneapolis, Milwaukee, Southern California, San Francisco, and other select cities that express interest. Our mutual goal is to optimize when and where possible a mix of approximately five to eight meetings in a single day and to combine contacts when possible to maximize “throughput.” HIR at a minimum will commit to executing three (3) days of road shows per quarter. In addition to formal “road shows” we will set up teleconference calls for management with interested investors per management’s availability as we find interest in-between/outside of road shows.

All interested parties will be continually updated of the Company’s progress via phone conversations and through our fax/e-mail list for news releases.

HIR will screen all investment firms for upcoming financial conferences, which would be appropriate for BMAQ. HIR will work through the proper channels with the goal of receiving invitations for management to present at those conferences which are relevant.

SHAREHOLDER COMMUNICATIONS

On a regular basis HIR will contact known key shareholders, research analysts, and other prospective sources of capital markets support and gather perception feedback for BMAQ executive management on their views and expectations of results, valuation, and management’s execution relative to expectations.

HIR will open dialogue, expand and update a database of known and potential shareholders and keep key investors informed once material developments are reported.

HIR will during the first 30 days of this agreement undertake an analysis of BMAQ’s financials and all operating metrics in detail and keep updated on these metrics allowing interactions with new and current investors and articulating the necessary information to assist professionals in completing their due diligence.

HIR shall handle investor requests for timely information fulfillment via the telephone and e-mail. HIR will have a knowledgeable senior professional available during market hours to field and respond to all investor inquiries and update the shareholder database accordingly. This is a time intensive service that allows management to focus on executing while showing the Company is shareholder friendly and proactive in its communication efforts.

HIR will at the minimum provide same day fulfillment for all investor package requests received prior to 4 p.m. EST with next day fulfillment received after such time. Fulfillment will be provided electronically where possible and HIR will work with BMAQ in developing any and all either printed or electronically developed approved investor materials.

HIR shall assist BMAQ with quarterly conference calls to accompany the release of quarterly and annual financial results. HIR will assist with scripting these calls and monitoring the continuity to ensure a smooth roll-out for investors. HIR will further assist BMAQ in working with third parties to facilitate any recorded and printed transcripts and 8-K filings as part of BMAQ regulatory filing requirements.

THE FINANCIAL PRESS

HIR will assist executive management in drafting and supporting BMAQ in delivering complete press releases on all material events as deemed by the Company to the investing public. Executive Management and corporate counsel, when required by BMAQ’s press release policy and procedures, will approve all press releases before they are sent to the wire. We have negotiated volume discounts with a top-tier wire service vendor and shall pass through those significantly discounted pricing plans on a wide range of services to BMAQ. At Company’s discretion, HIR will disseminate news releases through a Broadcast Fax and/or electronic mail (e-mail) to our established database of financial professionals including: special situation analysts, brokers, fund managers, individual investors, money managers, and current or prospective individual shareholders who are already invested or have expressed an interest in BMAQ.

PUBLIC MARKET INSIGHT

Paramount to our collective efforts, HIR will discuss with executive management the importance of establishing conservative expectations and how various corporate actions may be perceived and impact the public market. HIR has the capability to help assess acquisition candidates, discuss the financial impacts, in addition to the longer term implications. We will assist executive management in understanding the life cycle of the financial markets and how BMAQ is impacted directly and indirectly by different variables. The Team at HIR leverages its collective expertise gained through representing over 200 public companies to help our clients understand expectations, valuations, perceptions, and investment methodologies utilized by investment professionals. We believe this consulting aspect of our business is extremely valuable for management to optimize key opportunities and to avoid pitfalls.

III.

INITIAL MARKETING OUTLOOK & DETAILED AGENDA

FIRST 30 DAYS

HIR shall undertake due diligence of BMAQ to gain a deep understanding of the Company. The due diligence shall include a review of the overall company, including an interview with key executive management with a goal of developing an understanding and analysis of the Company’s operations, business plans, financial forecasts, capital expenditure needs and cash flow projections, in addition to any acquisition and expansion plans. HIR shall on a

continuing basis keep itself aware through analysis and discussion with executive management the key developments and progress of the financial progress of the Company.

HIR shall create a two-page Corporate Profile, which clearly articulates the current business and financial position, as well as the strategy for future growth. This is an important marketing piece for investors to quickly learn about the company. This shall be updated each month at the minimum. In the event of a material event this shall be updated at the time of public disclosure.

HIR shall review, consult, and if needed edit BMAQ’s Investor PowerPoint presentation. HIR will incorporate research and feedback from conversations and meetings to improve the Investor PowerPoint and message delivery. This shall be updated at least once per quarter.

D . HIR shall incorporate current investor list and past road show meetings into our data base in order to call through to alert as to new developments, gather feedback, and engage.

HIR will initiate an outreach program targeting key investment professionals that will result in arranging conference calls and face-to-face investor meetings for management with such targeted investment professionals.

F. HIR will publicly announce in conjunction with BMAQ the engagement of HIR.

HIR will initiate the introduction of BMAQ through an outreach program to investment professionals in conjunction with BMAQ executive management.

HIR shall in conjunction with BMAQ executive management identify key conferences for 2014.

MONTH 2

A .

HIR will where and when possible formalize a press release calendar for the coming three months with an emphasis on integrating and optimizing said releases into coherent and strategic themes. HIR supported by BMAQ executive management shall create, edit and release accordingly.

HIR shall continue to make introductions, augment, and expand its outreach program to investment professionals while seeding and confirming meetings for road shows.

HIR shall continue to target bankers, brokers, micro-cap fund managers, buy and sell side analysts, and very high net worth investors that follow companies with a similar sector-focus or financial profile as BMAQ for introductions. HIR shall on an ongoing basis continue this process so long as a relationship exists by and between HIR and BMAQ.

Execute first road show or conference if already scheduled.

MONTH 3

HIR shall continue to make additional introductions for investment professionals on behalf of the Company.

HIR shall follow-up and assist with due diligence efforts to convert introductions to potential new shareholders. Schedule conference calls if necessary and establish a pipeline of interest for next quarterly road show.

HIR shall update the database to ensure that all press releases are being e-mailed to all interested professionals. This includes the input of notes to keep track of all investor correspondence and reminder calls to all investor prior to earnings conference calls.

D. HIR shall execute in conjunction with executive management a two-day road show consisting of not less than five one-on-one and/or group meetings with qualified investment professionals. (During the meetings and/or conference calls a member of HIR will be available to facilitate the correspondence and assist with due diligence). Management will be

provided with a summary of feedback including HIR’s suggestions for improvements on both the context and delivery of the company’s investment thesis and strategic positioning.

MONTHS 4-12

HIR shall target brokerage firms who hold conferences which would be applicable for BMAQ; establish a goal of having management present in at least one investor conference during the twelve month period. We will also seek to have the Company be included in “sell-side” sponsored investor tours in the U.S.

HIR shall target newsletter editors and publishers for a “Buy Recommendation”. Focus on Business Publications for appropriate stories on BMAQ’s products, competitive advantage and value proposition to investors;

HIR shall book formal Road Shows each quarter, preferably just after earnings are released and try to tie these with participation in conferences, and positive news announcements;

HIR shall schedule conference calls with interested investors outside of easy to reach cities.

HIR shall provide progress reports to senior management when appropriate to evaluate achievements and make changes to the plan where necessary. We schedule regular calls to update management on our efforts and download from management any corporate events. Many of the above items will occur simultaneously but certain items will have chronological priority over others. As BMAQ evolves, the appropriate approach to the market will be incorporated into the agenda for optimal results.

IV.

CONTRACTUAL RELATIONSHIP

In performing services under this proposal, HIR shall operate as, and have the status of, an independent contractor. HIR agrees that all information disclosed to it about the BMAQ’s products, processes and services are the sole property of BMAQ, and it will not assert any rights of any confidential or proprietary information or material, nor will it directly or indirectly, except as required in the conduct of its duties.

TERM

This agreement shall remain in effect for a period commencing on the Effective Date and terminating twelve months from the Effective Date of September 15, 2014, except that either party may cancel this Agreement on 60-days written notice. This Agreement shall be extended for an additional 12 month period upon the written consent of both parties. In the event that HIR commits any material breach or violation of the provisions of a written Agreement between HIR and BMAQ, then, BMAQ has the right to terminate its relationship with HIR any time during the Term. BMAQ warrants that it will provide its best efforts in complying with HIR in the performance of its duties and obligations and to not unreasonably withhold information or access of BMAQ’s executive management which could cause HIR to not fulfill its duties under its obligations herewith.

VI.

COMPENSATION

Regarding compensation, it is our intention to propose parameters that are mutually acceptable to both BMAQ and HIR in order to accomplish our collective mission. Based on a commitment of resources necessary to perform successfully on behalf of BMAQ for a period of 12 months, Hayden IR proposes the following compensation terms:

Cash: Monthly consulting and services fee paid in advance of services each month to Hayden IR will be $5,000 per month

Equity: 150,000 shares of restricted common stock. 37,500 will be issued within the first 30 days and the remaining 112,500 will be issued 37,500 at the end of month five, 37,500 at the end of month seven and 37,500 at the end of month nine.

Expenses: Only expenses that would ordinarily be incurred by the Client will be billed back on a monthly basis. Applicable reimbursements would include: creation, printing and postage for investor packages, fees for news wire services, and fees for fax-broadcasting news releases. Any packages requiring additional photocopying/printing will be billed back to the Client at cost (with no mark-up). Any extraordinary items, such as broker lunch presentations, air travel, hotel, ground transportation or media campaigns, etc. shall be paid by the Client with the prior written approval of Client.

VII.

PRIOR RESTRICTION

HIR represents to the Company that it is not subject to, or bound by, any agreement which sets forth or contains any provision, the existence or enforcement of which would in any way restrict or hinder HIR from performing the services on behalf of the Company that HIR is herein agreeing to perform. Neither HIR nor any consultant it utilizes in connection with the services provided to Company shall provide any representation to a competitor of Company during the term of this Agreement (including any extensions thereof) and for a period of one year thereafter subject to the confidentiality provisions of Item IX.

VIII.

ASSIGNMENT

This Agreement is personal to HIR and may not be assigned in any way by HIR without the prior written consent of the Company. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, legatees, successors and permitted assigns of HIR, and upon the successors and assigns of the Company.

IX.

CONFIDENTIALITY

Except as required by law or court order, HIR will keep confidential any trade secrets or confidential or proprietary information of the Company which are now known to HIR or which hereinafter may become known to HIR and HIR shall not at any time directly or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company and in any case only with prior written permission of BMAQ. For purposes of this Agreement, “trade secrets or confidential or proprietary information” includes information unique to or about the Company including but not limited to its business and is not known or generally available to the public.

HIR shall return to Company all information and property of Company promptly upon termination or expiration of this Agreement. This includes but is not limited to, shareholder lists, investor packages, annual reports, annual budgets, and any other documentation that was generated by or for BMAQ during our contractual engagement.

GOVERNING LAW; VENUE; DEFAULT

10.1

This Agreement shall be governed by the laws of the state of Florida, without regard to its conflict of law provisions. Any claim or controversy arising under or related to any of the provisions of this Agreement shall be brought only in the state or federal courts sitting in Florida. Each of the parties

hereto consents to the personal jurisdiction of the aforementioned courts and agrees not to raise any objection to the laying of venue therein including, without limitation, any claim of forum non conveniens.

10.2

In the event that HIR commits any material breach of any provision of this Agreement, as determined by the Company in good faith, the Company may, by injunctive action, compel HIR to comply with, or restrain HIR from violating, such provision, and, in addition, and not in the alternative, the Company shall be entitled to declare HIR in default hereunder and to terminate this Agreement and any further payments hereunder. HIR agrees to indemnify, hold harmless and defend the Company, its directors, officers, employees and agents from and against any and all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation, reasonable attorneys' fees) incurred by any of them in connection with, as a result of and/or due to any actions or inactions and/or misstatements by HIR, its officers, agents and /or employees regarding and/or on behalf of the Company whether in connection with HIR's performance of its obligations and/or rendering of services pursuant to this Agreement or otherwise.

10.3

Since HIR must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend HIR, its officers, agents, and employees at the Company’s expense, against any proceeding or suit which may arise out of and/or be due to any material misrepresentation in such information supplied by the Company to HIR (or any material omission by the Company that caused such supplied information to be materially misleading).

XI.

SEVERABILITY AND REFORMATION

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance; but in any such event this Agreement shall be construed to give effect to the severed provision to the extent legally permissible.

XII.

NOTICES

Any notices required by this Agreement shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery, by certified mail, return receipt requested, with adequate postage prepaid, or by courier delivery service (including major overnight delivery companies such as Federal Express and Airborne), (ii) be deemed given when received, and (iii) in the case of the Company, be mailed to its principal office at 6400 Congress Avenue, Boca Raton, FL 33487, and in the case of HIR, be mailed to Hayden IR, 15879 N. 80th Street, Suite 440, Scottsdale, AZ 85260.

XIII .

MISCELLANEOUS

13.1

This Agreement may not be amended, except by a written instrument signed and delivered by each of the parties hereto.

13.2

This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other agreements relating to the subject matter hereof are hereby superseded.

13.3

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.

In Witness Whereof, the parties have executed this Consulting Agreement as of the day and year first above written.

AGREED:


Hayden IR, LLC		Bright Mountain Acquisition Corporation

By:		By:
	Brett Maas, Managing Partner		W. Kip Speyer, President

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, W. Kip Speyer, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2014 of Bright Mountain Acquisition Corporation


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 12, 2014

/s/ W. Kip Speyer

W. Kip Speyer, Chief Executive Officer, principal executive officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Annette Casacci, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2014 of Bright Mountain Acquisition Corporation.


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 12, 2014

/s/ Annette Casacci

Annette Casacci, Chief Financial Officer, principal financial and accounting officer

EXHIBIT 32.1

Section 1350 Certification

In connection with the Quarterly Report of Bright Mountain Acquisition Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, W. Kip Speyer, Chief Executive Officer of the Company, and Annette Casacci, Chief Financial Officer of the Company, do each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and


2.	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

November 12, 2014

/s/ W. Kip Speyer

W. Kip Speyer, Chief Executive Officer, principal executive officer

November 12, 2014

/s/ Annette Casacci

Annette Casacci, Chief Financial Officer, principal financial and accounting officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.