Parking Agreement Sample

Exhibit 10.11

LEASE

THIS LEASE dated this 28  day of February, 2009 between Henry Amalgamated LLC, the Lessor and
th

Brownstone Publishing, LLC, the Lessee.

WITNESSETH

1. Description of Premises.

The Lessor hereby leases and demises to the Lessee, the following: The parking lots known as Marble Parking

Lot - 935 E. Market Street, North Firehouse Parking Lot 1 - 1049 E. Market Street , and North Firehouse Parking

Lot 2 - 1117 E. Market Street, Indianapolis, IN 46202. As highlighted in red on Exhibit ‘B’ attached.

2. Use of Premises.

To be used for employee vehicle parking.

3. Term.

For a term of five (5) years, commencing March 1, 2009. This lease then becomes co-terminal with the lease

for the buildings.

4. Rent.

The monthly rental shall be $9,590.00.

All rent due hereunder shall be paid monthly, in advance, on or before the first day of each month beginning

March 1, 2009.

In the event Lessor fails to receive the monthly rental on or before the first day that said rent is due and

payable, and said monthly rental is not paid within five (5) days following Lessee’s receipt of written notification

from Lessor that said monthly rental is due and payable and remains unpaid, Lessee shall pay to Lessor a five

(5%) percent late charge.

The parties hereto further covenant with each other as follows:

5. Vacation of Premises.
 The Lessee will promptly pay the rent at the time and in the manner aforesaid, and at the expiration of the

term will peacefully yield up to the Lessor said premises in as good order and repair as when delivered of the

Lessee, damage by fire, casualty, war or insurrection, riot or public disorder, or act upon the part of any

governmental authority, ordinary wear and tear, and damage by the elements excepted.

6. Use and Occupation.

The Lessee covenants that no waste or damage shall be committed upon or to the demised premises, that the

premises shall be used for the purposes hereinabove stated, and shall not be used or permitted to be used for any

other purpose, that said premises shall not be used for any unlawful purpose and no violations of law or ordinance

shall be committed thereon, that no advertisement or notice will be affixed to any part of the building without the

consent of the Lessor and that any additions or improvements placed upon the premises by either party during the

term, except the movable property of the Lessee, shall be the sole property of the Lessor. mutually appointed by

Lessor and Lessee, then Lessee, shall have the right and option to cancel this lease by giving the Lessor notice of

such election within thirty (30) days after the occurrence of such damage or destruction and this lease shall terminate

not later than thirty (30) days after the date such notice is given, with the specific date of termination to be at the

Lessee’s option.

10. Transfer by Operation of Law.

In event Lessee or any part thereof come into possession of any receiver, assignee, trustee in bankruptcy,

sheriff, or other officer, by and through any court process, or by operation of law, Lessor may at his option terminate

this lease at any time thereafter by notice to said Lessee and may accept rent from such receiver, trustee, assignee or

officer without affecting or impairing his rights to terminate this lease at any time thereafter or
impairing any other right of Lessor under this lease.

11. Eminent Domain.

If a substantial portion of the premises are condemned or taken by any public authority under the power of

eminent domain, either Lessor or Lessee shall have the right as of the day possession shall be taken by such public

authority to terminate this Lease by notice thereof to the other, in writing, and rent shall be paid to the date of such

possession or proportionate refund made by the Lessor if rent has been paid in advance. If neither party shall elect to

terminate the Lease by reason of such condemnation, the rent shall be reduced by the proportion of the floor area of

the premises taken by such condemnation, and Lessor shall make all necessary repairs or alterations so as to
constitute the remaining premises a complete architectural unit. All compensation awarded or paid for any taking or

acquiring under the power or threat of eminent domain, whether for the whole or a part of the Premise, shall be sole

property of Lessor, whether such damages shall be awarded as compensation for diminution in the value to the

leasehold or to the fee of the Premise or otherwide, and Lessee hereby assigns to Lessor all of Lessee’s right, title

and interest in and to any and all such compensation; provided, however, that Lessor shall not be entitled to any

award specifically made to Lessee, for loss of business, taking of Lessee’s, (excluding its interest under this Lease),

to the extent of the cost to Lessee, less depreciation.

12. Alterations. Intentionally deleted.

13. Lessor’s Inspection and Notice to Relet.

The Lessor shall have access to the demised premises at all reasonable times for the purposes of inspection or

for making such improvements, repairs and alterations as Lessor may reasonably deem expedient, or for showing the

premises to others. Furthermore, the Lessor may at any time within ninety (90) days preceding the expiration of the

term of this lease affix to any suitable part of the premises a notice for letting and keep the same affixed without

hindrance or molestation.

14. Right on Default.

If the Lessee shall neglect or fail to perform or observe any of the covenants contained herein, on Lessee’s

part to be observed and performed, for thirty (30) days after notice by the Lessor of such breach, the Lessor may

lawfully enter the premises or any part thereof and repossess the same, and expel the Lessee and those claiming

under and through Lessee and remove Lessee’w effects, without being deemed guilty of any manner of trespass and

upon entry as aforesaid, this lease shall terminate and shall wholly expire; provided, however, such cure period shall

be only ten (10) days with respect to Lessee’s covenant to pay rent. The Lessee covenants that in case of such

termination Lessee will indemnify the Lessor against all loss of rent during the residue of the term fees, which the

Lessor may incur by reason of such termination.

15. Non-Waiver Clause.

No waiver by Lessor of any default by Lessee shall be effective unless in writing or operate as a waiver of any

other default or of the same default on a future occasion. Lessor’s acceptance of rent shall not be deemed a waiver as

to any proceeding default.

16. Lessor’s Remedies.

All remedies of Lessor shall be cumulative to the full extent allowed by applicable law. No delay or omission

on the part of Lessor in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by Lessor of any right or remedy shall preclude other or further exercise thereof, or of any other right or

remedy.

17. Holdover.

It is agreed that a holding over beyond the expiration of the term herein specified shall operate as an extension

of this lease from month-to-month only, with the monthly rent increasing 125% with Lessee or Lessor to give thirty

(30) days written notice at the end of any month to terminate the month-to-month extension. No holdover shall be

permitted without the written consent of the Lessor.

18. Light and Air.

It is agreed that this lease does not grant a continuance of light and air over any property adjoining the leased

premises.

19. Lessor’s Non-Liability.

It is agreed that the Lessor shall not be liable to the Lessee or any other person on the demised premises or in

the building by the Lessee’s consent, invitation or license, expressed or implied, for any damage either to person or

property sustained by reason of the condition of said premises or building, or any part thereof, or arising from the

bursting or leaking of any water, gas, sewer, or steam pipes, or due to the act or neglect of any employee of the

Lessor, or the act of any Co-Lessee or any occupant of said building or other person therein, or due to any casualty

or accident in or about said building unless resulting from the Lessor’s willful wrongful act or omission.

20. Lessee’s Liability.

The Lessee agrees to be responsible for any damage to the property of the Lessor which may result from any

use of the demised premises or any act done thereon by the Lesse or any person coming or being thereon by the

license of the Lessee, expressed or implied, and will also save the Lessor harmless from any liability to any other

person for damage to person or property resulting from any such causes, unless resulting from the Lessor’s willful

wrongful act or omission.

21. Condition and Maintenance.

Except as herein contained, no representations have been made as to the condition of the demised premises. It

is agreed that the cost of maintenance and repairs shall be borne, respectively, by the Lessor and/or the Lessee,

except as defined paragraph 9, as follows:

landscaping, and incidental debris removal.

Maintenance Lessee: Intentionally deleted.

22. Service and Utilities. Intentionally deleted.

23. Waste Removal. Intentionally deleted.

24. Compliance with Laws and Quiet Possession.

Lessee shall comply with all statutes, ordinances, rules, orders, regulations and requirements of the federal,

state, county and city governments and all departments thereof, applicable to the demised premises. Lessor

covenants and warrants that Lessee, on payment of rents and other sums due hereunder and the performance of all

its covenants herein contained, shall have the full and unrestricted use, possession and enjoyment of
the demised premises during the term hereof, subject only to the provisions of paragraph 25
hereof.
25. Subordination.

This lease shall be subordinate to any recorded or unrecorded mortgage lien(s) securing financing on the

demised premises for the duration of this lease. If there is a default by the Lessor under any such mortgage, it shall

not affect the tenancy of Lessee so long as the Lessee is not in default hereunder.

26. Signs. Intentionally deleted.

27. Surrender of Premises.

Upon the termination of this Lease, Lessee shall, at Lessee’s sole cost, remove all trade fixtures, office

furniture and equipment (excluding electric light fixtures) installed by Lessee unless otherwise agreed to in writing

by Lessor. Lessee shall also promptly repair any damage caused by such removal. Property not so removed shall be

deemed abandoned by the Lessee at the termination of this Lease and title to the same shall thereupon pass to Lessor

except that the Lessor shall have the right to charge the Lessee for time, labor, machinery, trucking and dumping to

remove Lessee’s abandoned property, and to place the subject Premises in the same broom clean condition that the

Premises were in at the time the Lessee first took possession of the subject Premises. Lessee shall indemnify the

Lessor against any loss or liability resulting from delay by Lessee in so surrendering the premises, including without

limitation, any claims made against Lessor by any succeeding Lessee founded on such delay.

28. Waiver of Subrogation.
 The Lessor and the Lessee hereby release each other and each others’ Lessees and Sub-Lessees (and the

employees, agents, licensees, customers and invitees of each other and such Lessees and Sub-Lessees) from any and

all claims and liability for any loss, damage or injury by reason of fire or other casualty which could be insured

against under a standard fire and extended coverage insurance policy issued on an all-risk basis including loss,

damage or injury caused by negligence.

29A. Preparation of Premises (Lessor).

None

29B. Preparation of Premises (Lessee).

None

30. Real Estate Taxes. Intentionally deleted.

31. Attorney’s Fees.

Each party shall pay the other party’s reasonable legal costs and attorney’s fees incurred in successfully

enforcing against the other party any covenant, term or condition of this lease.

32. Parking. Intentionally deleted.

33. Lessee’s Insurance.

The Lessee shall carry Public Liability and Property Damage Insurance in amounts of not less than $1,000,000

for combined Bodily Injury and Property Damage Insurance.

Lessee shall furnish the Lessor with a Certificate of such insurance naming the Lessor an additional insured,

said Certificate to be submitted to Lessor no later than five (5) days from the commencement date of this lease.

34. Notices.

All notices to be given hereunder by either party shall be in writing and given by personal delivery to Lessor

or the Lessee, or shall be sent by United States Certified or Registered Mail addressed to the party intended to be

notified at the post office address of such party designated below or at such other address as may be designated by

notice hereunder, and notice given as aforesaid shall be a sufficient service thereof and shall be deemed given as of

the date when received. Lessee acknowledges that the Lessor may implement Rules & Regulations or make changes

to the Rules & Regulations at any time given thirty (30) days written notice to Lessee.
35. Construction.

It is understood that the term Lessor and Lessee, used herein, shall be construed to mean Lessors and Lessees

where there is more than one, and the necessary grammatical changes required to make the provisions hereof apply

either to corporations or individuals, men or women shall in all cases be assumed as though fully expressed.

36. Binding Effect.

The covenants and agreements contained herein are binding upon the parties hereto and their respective heirs,

executors, administrators, successors, legal representatives and assigns.

37. Partial Invalidity.

In the event that any of the provisions of this lease shall contravene or be held invalid under the laws of the

particular state, county or jurisdiction where used, such contravention or invalidity shall not invalidate the whole

agreement, but it shall be construed as if not containing the particular provision of provisions held to be invalid, and

the rights and obligations of the parties shall be construed and enforced accordingly.

38. Applicable Law.

The validity, construction and enforcement of this agreement shall be governed by and construed in

accordance with the laws of the State of Indiana.

39. Memorandum of Lease.

Upon request of either party hereto, the parties hereto shall execute and acknowledge for recording a

Memorandum of Lease. The party requesting the Memorandum of Lease, and recording thereof, shall pay the cost of

such preparation and recording.

40. Common Area Maintenance. The common area maintenance associated with the parking areas will be charged

for on a direct cost bases and will include landscaping, maintenance of parking areas, and any other improvements

deemed necessary at the discretion of the lessor.

41. Common Facilities. Intentionally deleted.

42. Option to Renew. Intentionally deleted.

WITNESS the signatures and seals of the above parties the day and year first written.
 Signed, sealed and delivered in the presence of

Henry Amalgamated LLC

(Lessor)
By:  /s/ Karl Northern

Printed: Karl Northern

Title:  Co-Owner

Brownstone Publishing LLC

(Lessee)
By:  /s/ Thomas Harvey

Printed: Thomas Harvey

Title:  CFO

Address of Lessor:
        Address of Lessee:

1002 E. Washington Street, Suite 300
        1002 E. Washington Street, Suite 300

Indianapolis, IN 46202
        Indianapolis, IN 46202