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Office space and furniture sublease. Sublease, dated as of _________, between _________, Inc., a (state) corporation ("Sublessor"), having an office at _________, and _________ Co. ("Sublessee"), a Delaware corporation, having an office at _________. Recitals By Agreement of Lease ("Master Lease") dated as of _________, between _________ Associates, ("Landlord"), as landlord, and Sublessor, as tenant, true copies of which have been exchanged and initialed for identification by Sublessor and Sublessee, Landlord leased to Sublessor the second and third floors of the building ("Building") known as and located at _________. Sublessor desires to sublet to Sublessee and Sublessee desires to sublet from Sublessor that certain portion of the third floor shown in Exhibit A annexed to and made a part of this Agreement ("Premises") upon the terms and conditions set forth below. Therefore, in consideration of the mutual covenants provided below, Sublessor and Sublessee agree as follows: 1. Demised Premises 1.01. Sublessor by this Agreement sublets to Sublessee, and Sublessee sublets from Sublessor, the Premises together with that certain furniture listed on Exhibit B annexed to and made a part of this Agreement (the "Furniture") for the sublease term and for the fixed rent and additional rent stated below, subject to all of the terms and provisions provided below or incorporated in this Sublease by reference. This Sublease shall be on the terms and conditions set forth in the Master Lease, provided that (a) the terms "Landlord" and "Tenant" therein shall be deemed to refer respectively to Sublessor and Sublessee under this Agreement, (b) the terms "premises," "demised premises," and "Premises" shall refer to "Premises" as used in this Sublease, (c) all capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Master Lease, and (d) certain terms and conditions of the Master Lease shall be amended or deleted as set forth below. 1.02. Sublessee shall accept the Premises on the Commencement Date (as defined below) in its "as is" condition as of the date of this Agreement except as otherwise provided in this paragraph. Sublessee acknowledges that the Premises do not contain restroom facilities. Sublessor agrees however that Sublessee shall be entitled to use in common with the tenants of the third floor the existing restroom facilities located on the third floor. Sublessor shall not be obligated to perform any work or furnish any materials in, to or about the Premises in order to prepare the Premises for occupancy by Sublessee or otherwise, except that Sublessor shall (a) perform the work as more particularly described on Exhibit C attached to and made a part of this Agreement ("Sublessor's Work") and (b) provide nine telephone lines to the Premises, provided that Sublessee pays 25% percent of all costs incurred by Sublessor for the installation of the nine lines and all upgrading of existing telephone equipment required in order to accommodate the nine telephone lines required by Sublessee. Sublessee shall pay its 25% percent share of such cost (which amount shall be deemed to be Additional Rent) within 10 days of demand for it accompanied by a copy of the bill for the upgrading. In the event Sublessee shall fail to exercise its option for the Option Term, as defined below, Sublessee shall also pay to Sublessor an amount equal to 50% percent of the cost incurred for Sublessor's Work not to exceed $_____; such amount to be paid within 10 days of the later of a) receipt from Sublessor of the invoice of its contractor showing the cost of Sublessor's Work and b) Sublessee's failure to timely exercise its option for the Option Term. The foregoing shall not, however, be construed to cause Sublessee to become liable for the above-mentioned share of Sublessor's Work if Sublessee's tenancy is terminated by either party after the first year of the Option Term, provided, however, that this provision shall in no way affect any other rights or remedies Sublessor has against Sublessee in connection with the termination of Sublessor's tenancy for default or other cause. Sublessee acknowledges that Sublessor has made no statements, representations, covenants or warranties with respect to (a) the condition or manner of construction of the Building or any improvements constructed in the Premises or (b) the use or purposes for which the Premises may be lawfully occupied. Sublessee also acknowledges that, in executing this Sublease, it has not relied upon or been induced by any statements, representations, covenants or warranties of any person other than those, if any, set forth in this Sublease. Sublessee has relied solely on such statements, representations, covenants and warranties, if any, as are made in this Sublease and on such investigations, examinations and inspections as Sublessee has chosen to make or has made. 1.03. Except for alterations, work or materials to be made, performed, or supplied by Landlord under the Master Lease, any and all alterations to, work to be performed in or materials to be supplied for the Premises shall be made, performed and supplied at the sole cost and expense of Sublessee subject to the revisions of Paragraph 1 Section 1.02, in conformance with all of the terms and provisions of this Sublease and the Master Lease. 1.04. Sublessor shall permit Sublessee to use twenty (20) of Sublessor's allotted parking spaces in the area designated for parking within and/or proximate to the buildings comprising _________ Office Park. 1.05. Sublessor shall permit Sublessee to use one (1) line of its allotted spaces in each of the directories located in the two (2) elevator lobbies. 2. Term 2.01. The term ("Term") of this Sublease shall commence and possession of the Premises shall be delivered on the later to occur of the day after "Landlord's Consent" (as defined below) is received ("Commencement Date") provided Sublessor's Work is complete and the telephone lines are installed or the day Sublessor's Work is complete and the telephone lines are installed provided Landlord's consent has been received. If however, the Commencement Date has not occurred by _________[year] however, Sublessee may by notice given by _________[year] terminate this Sublease and this Sublease shall be automatically cancelled, and of no further force or effect and Sublessor and Sublessee shall have no further liability to each other except that Sublessor shall return to Sublessee any monies paid before then on account of this Sublease. If, however, Sublessee fails to terminate this Sublease as stated above, this Sublease shall continue in full force and effect. Unless earlier terminated or extended as provided in this Sublease, the Term shall expire on _________[year] ("Expiration Date"). 2.02. If the term of the Master Lease is terminated for any reason prior to the Expiration Date, this Sublease shall promptly be terminated without any liability of Sublessor to Sublessee by reason of the early termination of this Sublease. Any liability of Sublessee to make any payment under this Sublease, whether of Rent, Additional Rent (both as defined below) or otherwise, which shall have accrued prior to the termination of this Sublease, shall survive the termination of this Sublease. 2.03. If permission is given to Sublessee to enter into the possession of the Premises before the Commencement Date, other than for the preparation of plans or measurement of the Premises, Sublessee covenants and agrees that occupancy by Sublessee shall be deemed to be under all the terms, covenants, conditions and provisions of this Sublease, including the covenant to pay Rent and Additional Rent. 2.04. Provided Sublessee is not in default at the time of the exercise of the option or the commencement of the Option Term, as defined below, in the performance of any of its obligations under this Sublease, Sublessee, at its option, shall be entitled to extend the term of this Sublease for one additional three-year period (the "Option Term") which extension shall commence at the end of the initial term, subject to all the same terms and conditions of this Sublease except for Fixed Rent which shall be set forth in this Sublease. Sublessee shall notify Sublessor at least nine months, but not more than twelve (12) months, prior to the expiration of the initial term of this Sublease the exercise of its option for the Option Term. Fixed Rent for the first and second year of the Option Term shall be $_____ per annum ($_____ per month) and for the third year shall be $_____ per annum ($_____ per month). Sublessee shall be entitled to an abatement of Fixed Rent for the 25th month of the Option Term provided Sublessee is not then in default of any of its obligations under this Sublease. 3. Rent 3.01. The rent ("Rent") reserved for the Term under this Sublease shall consist of the following: (i) Annual fixed rent ("Fixed Rent") in the amount of $_____ per annum. Fixed Rent shall be payable in equal monthly installments of $_____ in advance on the first day of each calendar month except that the Sublessee shall pay the first monthly installment of Fixed Rent on the execution of this Sublease. Additional Rent shall be payable as otherwise set forth in this Sublease. Sublessee shall be entitled to an abatement of Fixed Rent in the sixth month of the Term so long as Sublessee is not then in default of any of its obligations under this Sublease; (ii) Additional rent ("Additional Rent") in an amount equal to the sum of (A) _____% of the amount by which the sum payable by Sublessor under Article _________ of the Master Lease with respect to Taxes (as defined in the Master Lease) after _________, 19__ exceeds the amount payable by Sublessor under Article _________ of the Master Lease with respect to Taxes payable for the fiscal year beginning _________[year] and ending _________[year] (B) any and all other sums payable by Sublessee to Sublessor under this Sublease, (C) any and all other charges payable by Sublessor to Landlord under the Master Lease not including, however, the electric energy charge set forth in Section _________ of the Master Lease or the operating expenses set forth in Article _________ of the Master Lease and (D) any and all charges of Landlord under the Master Lease either for overtime or additional services or arising out of Sublessee's failure to perform its obligations under this Sublease after notice of by Sublessor to Sublessee and after the expiration of any applicable grace period. All Additional Rent payable under subsection 3.01(ii)(A), (C) and (D) above shall be payable by Sublessee seven days before the date on which any underlying Additional Rent is payable by Sublessor to Landlord under the Master Lease. All other Additional Rent shall be payable upon demand; (iii) Additional Rent equal to _________ multiplied by the amount per square foot shown on Landlord's annual operating statement as the amount paid by Landlord for cleaning services. Such total amount shall be paid by Sublessee to Sublessor within 10 days of receiving a copy of Landlord's operating statement showing the amount paid for cleaning services; and (iv) Additional Rent equal to the amounts of any telephone bills for use and/or service received by Sublessor attributable to Sublessee's use thereof, including without limitation _____% of those bills relating to general fees, including, but not limited to, general fees for rental, maintenance, operation or servicing, if any. Sublessee shall pay such amount to Sublessor within 10 days of receipt of such telephone bills. 3.02. The Fixed Rent and, except as otherwise specifically provided in this Sublease, the Additional Rent, shall be paid by Sublessee to Sublessor at the office of Sublessor set forth above or such other place as Sublessor may designate, without prior notice or demand for them and without any abatement, deduction or setoff. Sublessor may at any time and from time to time by notice direct Sublessee to pay all or any portion of the Fixed Rent or Additional Rent on Sublessor's behalf directly to the Landlord at such address as Sublessor may at any time and from time to time direct, in which event Sublessee shall deliver evidence of such payments to Landlord at the same time that such payments are made. 3.03. Sublessee shall pay all Rent when due, in lawful money of the United States which shall be legal tender for the payment of all debts, public and private, at the time of payment. All sums due and payable as Rent not paid within 10 days of the date when due shall bear interest at a rate per annum equal to (i) three 3% above the rate announced from time to time by Citibank, N.A. (or any successor to it) as its "prime rate" from and after the date originally due until paid. All interest accrued under this subsection shall be deemed to be Additional Rent payable under this Sublease and due at such time or times as the Rent or Additional Rent upon which such interest shall have accrued. 4. Use 4.01. Sublessee shall occupy and use the Premises only for the purposes and in all respects only as permitted under the terms and provisions of the Master Lease, including, without limiting the generality of the foregoing, the rules and regulations under the Master Lease, and any and all laws, statutes, ordinances, orders, regulations and requirements of all federal, state and local governmental, public or quasi-public authorities, whether now or later in effect, which may be applicable to or in any way affect the Building or the Premises or any part of it and all requirements, obligations and conditions of all instruments of record on the date of this Sublease affecting the Building or the Premises. 5. Master Lease 5.01. This Sublease and all of Sublessee's rights under it are and shall remain in all respects subject and subordinate to (i) all of the terms and provisions of the Master Lease, and (ii) any and all matters to which the tenancy of Sublessor, as tenant under the Master Lease, is or may be subordinate. Sublessee shall in no event have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Lease. 5.02. Sublessee shall observe and perform, for the benefit of Sublessor, each and every term, covenant, condition and agreement of the Master Lease that Sublessor is required to observe or perform with respect to the Premises as tenant under the Master Lease except as otherwise provided in this Sublease. All of the terms, covenants, conditions and agreements which Sublessor is required to observe or perform with respect to the Premises as tenant under the Master Lease are incorporated in this Sublease by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessee is required to observe or perform under this Sublease as if set forth in it at length except as otherwise provided in this Sublease. Sublessor may exercise all of the rights, powers, privileges and remedies reserved to Tenant under the Master Lease to the same extent as if fully set forth in this Sublease at length, including, without limitation, all releases from liability to Landlord under it and all rights and remedies arising out of or with respect to any default by Sublessee in the payment of Rent under it or the observance or performance of the terms, covenants, conditions and agreements of this Sublease and the Master Lease (except as specifically provided in this Sublease). Notwithstanding the foregoing, any inconsistencies between the terms of this Sublease and the Master Lease which shall result from the foregoing incorporation shall be resolved in favor of this Sublease, provided, however, that if construction of terms would cause Sublessor to be in default under the terms of the Master Lease, then any inconsistency shall be resolved in favor of the Master Lease. 5.03. Sublessee by this Sublease assumes Sublessor's obligations to perform, and make itself liable to Landlord for the performance of, all of the terms, covenants, conditions and agreements to be performed or observed during the Term on the part of Sublessor as tenant under the Master Lease with respect to the Premises except as provided in Section 5.02 or elsewhere in this Sublease. 6. Assignment, Subletting and Encumbrances 6.01. Sublessee shall not sublease or mortgage, pledge or otherwise encumber all or any part of the Premises, assign this Sublease (by operation of law or otherwise) or permit the Premises to be used or occupied by anyone other than the Sublessee, without the prior written approval of Sublessor and Landlord in each instance, which approval from Landlord shall be granted or withheld in accordance with the terms of the Master Lease. Any consent by Sublessor and Landlord as required above shall not excuse Sublessee from its obligation to obtain the written consent of Sublessor and Landlord to any further action or matter with respect to which the consent of Sublessor and Landlord is required above. If Sublessor consents to an assignment of this Sublease or a subletting of the Premises, no such assignment or subletting shall be or shall be deemed to be effective until the following conditions have been met: (i) in the case of an assignment, the assignee shall have assumed in writing, directly for the benefit of Sublessor, all of the obligations of Sublessee under this Sublease and Sublessor shall have been furnished with a duplicate original of the agreement of assignment and assumption, in form and substance satisfactory to Sublessor; and (ii) in the case of a subletting, Sublessor shall have been furnished with a duplicate original of the sublease prior to the commencement of the term of the sublease, which sublease shall be in form and substance reasonably satisfactory to Sublessor, and subject and subordinate to all of the terms, covenants and conditions of this Sublease and the Master Lease and shall restrict the right of the subtenant under it to assign such sublease or further sublet its subleased premises without the prior written consent of Sublessor and Landlord in each instance. Notwithstanding Sublessor's consent to any such assignment or subletting, the provisions of this subsection shall be applicable to each and every subsequent assignment or subletting, and Sublessee shall not be released from any of its obligations under this Sublease. 6.02. If this Sublease be assigned or if the Premises or any part of it be further sublet or occupied by anybody other than Sublessee, Sublessor may, after default by Sublessee, collect rent from the assignee, subtenant or occupant and apply the net amount collected to all Rent payable under this Sublease, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of Sublessee's covenants under this Article 6, or the acceptance by Sublessor of the assignee, subtenant or occupant as tenant under this Sublease or a release of Sublessee from the further performance by Sublessee of any of the terms, covenants and conditions of this Sublease on the part of Sublessee to be performed under it. 6.03. Sublessee shall pay on demand the reasonable costs and expenses incurred by Sublessor and Landlord, including, without limitation, reasonable architect, engineer and attorneys' fees and disbursements, and a reasonable administrative fee, in connection with any proposed or actual assignment of this Sublease or subletting of the Premises or any part thereof and the review and preparation of documents in connection therewith. 7. Time Limits 7.01. Except with respect to actions to be taken by Sublessee for which shorter time limits are specifically set forth in this Sublease, which time limits shall control for the purposes of this Sublease, the time limits provided in the Master Lease for the giving or making of any Notice (as defined below) by the tenant under the Master Lease to Landlord, the holder of any leasehold mortgage or any other party, or for the performance of any act, condition or covenant by the tenant under it, or for the exercise of any right, remedy or option by the tenant under it, are changed for the purposes of this Sublease, by shortening the same in each instance to (i) 52 days with respect to all such periods of 60 or more days, (ii) 27 days with respect to all such periods of 30 or more days but less than 60 days, (iii) 18 days with respect to all such periods of 20 or more days but less than 30 days, and (iv) three-quarters of the time stated in the Master Lease with respect to all such periods of less than 20 days, so that any Notice may be given or made, or any act, condition or covenant performed, or option exercised under this Sublease, by Sublessor within the time limit relating to it contained in the Master Lease. 7.02. Except with respect to actions to be taken by Sublessor for which longer time limits are specifically set forth in this Sublease, which time limits shall control for the purposes of this Sublease, the time limits provided in the Master Lease for the giving or making of any Notice by Landlord or the performance of any act, covenant or condition by Landlord for the exercise of any right, remedy or option by Landlord under the Master Lease are changed for the purposes of this Sublease, by lengthening the same in each instance by (i) six days with respect to all such periods of 60 or more days, (ii) three days with respect to all such periods of 30 or more days but less than 60 days, (iii) two days with respect to all such periods of 20 or more days but less than 30 days and (iv) two days with respect to all such periods of less than 20 days, so that any Notice may be given or made, or any act, condition or covenant performed or option under this Sublease exercised by Landlord within the number of days respectively set forth above, after the time limits relating to it contained in the Master Lease. 8. Notices 8.01. All notices, consents, approvals or other communications (referred to in this Sublease as a ("Notice") required to be given under this Sublease or pursuant to law shall be in writing and, unless otherwise required by law, shall be given by a nationally recognized overnight delivery service or registered or certified mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth above or such other address as either may designate by Notice to the other. Any Notice given pursuant to this Sublease shall be deemed to have been received upon the third business day after the mailing of it or upon delivery if delivered by an overnight delivery service. 9. Consent of Landlord 9.01. This Sublease is subject to, and conditioned upon, the Sublessor obtaining the prior written consent of Landlord to this Sublease ("Landlord's Consent") within 30 days from the date of execution of this Sublease. If the Landlord's consent is not received within this time, Sublessor shall have the right, upon giving notice within three business days of the expiration of that 30 day period, to terminate this Sublease. In such an event, all parties are automatically released from any liability under this Sublease and all payments, if any, made by Sublessee to Sublessor together with any security deposited pursuant to this Sublease shall be refunded and returned by Sublessor to Sublessee. Sublessor shall notify Sublessee promptly upon the receipt of consent. 10. Miscellaneous 10.01. If any of the provisions of this Sublease or the application of this Sublease to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Sublease, or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected by this, and every provision of this Sublease shall be valid and enforceable to the fullest extent permitted by law. 10.02. All of the terms and provisions of this Sublease shall be binding upon and inure to the benefit of the parties to this Sublease and, subject to the provisions of Article 6 of this Sublease, their respective successors and assigns. 10.03. Sublessor represents that as of the date of this Sublease it has not received notice of any default under the Master Lease, and that the Master Lease is in full force and effect without modification. Sublessor further represents that it will not voluntarily surrender the Premises or terminate the Master Lease without the prior consent of Sublessee. 10.04. Sublessor shall not be required to perform any of the work or provide any utilities or services of any nature or kind (including, without limitation, water, elevator, heat, air conditioning, electrical and cleaning) required to be performed or provided by the Landlord under the Master Lease, and Sublessee shall rely on and look solely to the Landlord for the performance of it. If the Landlord shall default in the performance of any of its obligations under the Master Lease, Sublessee shall have the right at Sublessee's sole cost and expense, but in the name of Sublessor, to make, demand or institute any appropriate action or proceeding against Landlord for the enforcement of the described work or performance of the services of the Landlord. Sublessor will sign such demands, pleadings and/or other papers that may be required and will otherwise cooperate with Sublessee as may be necessary to enable Sublessee to proceed in Sublessor's name to enforce the described work or services of the Landlord, but Sublessee will pay for and will indemnify and hold Sublessor harmless against any liability for all reasonable costs and expenses actually incurred by Sublessor in the prosecution of any proceedings or actions so taken by Sublessee. 10.05. Sublessee and Sublessor each represent and warrant to the other that they have dealt with no broker in connection with this Sublease other than _________, Inc. ("Broker"). Each of Sublessee and Sublessor shall indemnify and hold the other harmless from and against any and all losses, claims, liabilities, damages and expenses, including, without limitation, attorneys' fees and expenses and court costs, arising out of or in connection with any breach or alleged breach of the above representations or any claim by any person or entity, other than Broker, for brokerage commissions or other compensation in connection with the consummation of this Sublease. Representations and obligations under this Article 10 shall survive the Expiration Date or earlier termination of this Sublease. Each agrees to pay 50% of any commission due pursuant to a Separate Agreement. This provision is not intended for nor shall it inure to the benefit of the Broker. 10.06. The Sublessee shall maintain the Furniture in good and usable condition and shall return the Furniture to Sublessor at the end of the term of this Sublease in such condition subject only to usual wear and tear. 11. Security 11.01. As security for the full and faithful performance and observance by Sublessee of the terms, provisions and conditions of this Sublease, Sublessee shall, upon execution of this Sublease, deposit with Sublessor the sum of $_____(the "Security") which deposit, if in cash, shall be held in an interest-bearing account with interest to be paid to Sublessee on an annual basis on demand so long as Sublessee is not in default under this Sublease. 11.02. In the event Sublessee defaults with respect to any of the terms, provisions and conditions of this Sublease, including, but not limited to, the payment of Rent, Sublessor may use, apply or retain the whole or any part of the Security for the payment of any Rent owing under this Sublease or for any sum that Sublessor may expend or may be required to expend by reason of Sublessee's default, including, without limitation, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Sublessor. To the extent that Sublessor applies any portion or all of the Security by reason of a default by Sublessee during the term of this Sublease, Sublessee shall deliver to Sublessor an additional sum of money in order that the Security held by Sublessor shall at all times equal a sum of not less than $_____. In the event that Sublessee shall fully and faithfully comply with all of the terms, provisions and conditions of this Sublease, the Security shall be returned to Sublessee after the Expiration Date and after delivery of the entire Premises to Sublessor. Sublessee shall not assign or encumber or attempt to encumber the Security, and neither Sublessor nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. 12. Quiet Enjoyment 12.01. Sublessor covenants that as long as Sublessee shall pay the Fixed Rent and Additional Rent and all other amounts Sublessee shall be required to pay hereunder within any applicable grace period and shall duly observe, perform and comply with all of the terms, covenants and conditions of this Sublease on its part to be observed, performed or complied with, Sublessee shall, subject to all of the terms of the Master Lease and this Sublease, peaceably have, hold and enjoy the Premises during the Term without molestation or hindrance by Sublessor. In witness of which, Sublessor and Sublessee have executed this Sublease as of the day and year first above written.
[Exhibits omitted]
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