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Distict Of Columbia Lease Agreements

Inphonic District of Columbia Lease 02-2000

LEASE AGREEMENT FOR

 

 

INPHONIC.COM INC.

 

Suite # 215

 

 

WATERFRONT CENTER

1010 Wisconsin Avenue, N.W.

Washington, DC 20007

 

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TABLE OF CONTENTS

 

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Section Page

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WATERFRONT CENTER ....................................................... 1

 

1. DEMISED PREMISES ............................................... 1

 

2. TERM ........................................................... 1

 

3. USE ............................................................ 2

 

4. RENT ........................................................... 3

 

5. DEPOSIT ........................................................ 4

 

6. (A) OPERATING EXPENSFS (Intentionally Omitted) ................. 6

 

7. CONSUMER PRICE INDEX ESCALATION (Intentionally Omitted) ........ 6

 

8. ASSIGNMENT AND SUBLETTING ...................................... 6

 

9. PREMISES IMPROVEMENTS .......................................... 8

 

10. ALTERATIONS .................................................... 8

 

11. LIENS .......................................................... 10

 

12. MAINTENANCE BY LESSEE .......................................... 10

 

13. SIGNS AND ADVERTISEMENTS ....................................... 11

 

14. DELIVERIES AND MOVING OF LESSEE'S PROPERTY ..................... 11

 

15. LESSEE'S EQUIPMENT ............................................. 12

 

16. SERVICES AND UTILITIES ......................................... 13

 

17. LESSEE'S RESPONSIBILITY FOR DAMAGE ............................. 14

 

18. ENTRY FOR INSPECTIONS- REPAIRS, OR INSTALLATIONS ............... 15

 

19. INSURANCE RATING ............................................... 15

 

20. INDEMNITY AND PUBLIC LIABILITY INSURANCE ....................... 16

 

21. WORKER'S COMPENSATION INSURANCE ................................ 16

 

22. ALL RISK COVERAGE INSURANCE .................................... 16

 

23. LESSEE'S CONTRACTOR'S INSURANCE ................................ 17

 

24. REQIJIREMENTS FOR LESSEE'S INSIJRANCE POLICIES ................. 17

 

25. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON ........... 18

 

26. DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES ............. 18

 

27. DEFAULT OF LESSEE .............................................. 19

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28. REPEATED DEFAULTS .............................................. 20

 

29. WAIVER ......................................................... 20

 

30. SUBORDINATION AND COVENANTS WITH MORTGAGEES .................... 21

 

31. CONDEMNATION ................................................... 23

 

32. RULES AND REGULATIONS .......................................... 24

 

33. RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT ....................... 24

 

34. LATE CHARGES ................................................... 24

 

35. BANKRUPTCY ..................................................... 25

 

36. NO PARTNERSHIP ................................................. 25

 

37. NO REPRESENTATIONS BY LESSOR ................................... 25

 

38. BROKER AND AGENT ............................................... 25

 

39. WAIVER OF JURY TRIAL ........................................... 26

 

40. ENFORCEMENT OF LEASE ........................................... 26

 

41. NOTICES ........................................................ 26

 

42. ESTOPPEL CERTIFICATES .......................................... 27

 

43. HOLDING OVER ................................................... 27

 

44. RIGHTS RESERVED BY LESSOR ...................................... 28

 

45. COVENANTS OF LESSOR ............................................ 29

 

46. LIEN FOR RENT (Intentionally Omitted) .......................... 29

 

47. EFFECTIVFNESS OF LEASE ......................................... 29

 

48. TRASH SORTING AND ENVIRONMENTAL LAWS ........................... 29

 

49. PARKING ........................................................ 30

 

50. RECORDATION .................................................... 31

 

51. GENDER ......................................................... 31

 

52. BENEFIT AND BURDEN ............................................. 31

 

53. GOVERNING LAW .................................................. 31

 

54. SAVINGS CLAUSE ................................................. 32

 

55. CORPORATE LESSEE ............................................... 32

 

56. JOINT AND SEVERAL LIABILITY .................................... 32

 

57. BUSINESS DAY/WORKING DAY ....................................... 32

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58. ENTIRE AGREEMENT ............................................... 33

 

59. LESSEE'S REPRESENTATIONS ....................................... 33

 

60. HEADINGS ....................................................... 33

 

61. RIGHT-TO-RELOCATE .............................................. 33

 

62. RIGHT-TO-MATCH ................................................. 34

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LEASE EXHIBITS

 

EXHIBIT A

 

EXHIBIT B

 

EXHIBIT C

 

EXHIBIT E

 

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WATERFRONT CENTER

 

LEASE AGREEMENT

 

THIS LEASE AGREEMENT (hereinafter the "Lease") is made and entered into on

this ___ day of February, 2000, by and between Waterfront Center Limited

Partnership, a District of Columbia limited partnership (hereinafter called

"Lessor") and InPhonic.com, a Delaware corporation (hereinafter called

"Lessee.")

 

WITNESSETH, that, for and in consideration of the rents, mutual covenants,

and agreements hereinafter set forth, the parties hereto do hereby mutually

agree as follows:

 

1. DEMISED PREMISES

 

Lessor does hereby lease to Lessee, and Lessee does hereby lease from

Lessor, upon the terms and the conditions hereinafter provided, suite 215, (such

suite being hereinafter referred to as the "Demised Premises") deemed to contain

approximately 2,492 square-feet of area, located on the Second (2nd ) floor of

the office building (currently known as the Waterfront Center) situated at 1010

Wisconsin Avenue, N.W., Washington, DC (such building being hereinafter referred

to as the "Building" and which definition shall also include the four (4) level

townhouse situated at 1002 Wisconsin Avenue, N.W., Washington, DC; and which

definition shall include the parcel of land associated with the Building

currently known as Square 1188, Lot 0118, recorded in the land records of

Washington, DC). The Demised Premises is generally outlined on the floor plan(s)

attached hereto and made a part hereof as Exhibit "A". The Demised Premises

shall not include any of the Building's mechanical, electrical, or equipment

closets/rooms. The statement of approximate area of the Demised Premises set

forth above is not a representation or warranty by Lessor, but is rather an

amount agreed upon by Lessor and Lessee. The square footage of the Demised

Premises shall not be subject to remeasurement.

 

2. TERM

 

(A) The term of this Lease shall commence on the first (1/st/) day of

March, 2000 (the "Commencement Date.") Unless extended or earlier terminated as

provided in this Lease, the term of this Lease shall expire on the 28/th/ day of

February, 2003 (the "Termination Date.")

 

(B) 1. In the event that Lessor shall not be able to give possession of the

Demised Premises on or before the Commencement Date above for any reason, then

Lessor, its Agent ("Agent" hereinafter defined) and employees shall not be

liable or responsible for any claims, damages, or liabilities arising in

connection therewith or by reason thereof, nor shall Lessee be excused from its

obligations to perform under the Lease.

 

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2. If an event described in 2(B)1. above has occurred, then upon the

effective date of Lessor's notice to Lessee (which shall contain a minimum of

five (5) days prior notice): i) the Lessee shall occupy the Demised Premises

(the "Occupancy Date,") on the effective date that the Lessor has notified

Lessee in writing; ii) the Commencement Date shall be deemed to be the

first(1/st/) day of the first (1/st/) full calendar month following the

Occupancy Date; and iii)all provisions of this Lease shall also apply to the

period of time from the Occupancy Date through the day before the Commencement

Date, in addition to applying on and after the Commencement Date.

 

3. If none of the events described in 2(B)I. above occur, the Lessee

shall occupy the Demised Premises on the Commencement Date as stated above in

2(A), and the Occupancy Date and the Commencement Date shall be deemed to be

one-in-the-same.

 

(C) In the event Lessee fails to furnish to Lessor information requested by

Lessor which is required by Lessor to timely proceed with and complete ordering

of materials, preparation and procuring of prices for or for performance of any

Improvements, within two (2) working days from the receipt of Lessor's request

(oral or written) for information, then any delay by Lessor in completing the

Improvements specified in Exhibit "B" shall not in any manner delay or affect

the Commencement Date, including Lessee's obligation to pay Rent from said

Occupancy Date as provided in this Lease.

 

(D) For the purpose of this Lease, the term "Occupancy Date" and

"Commencement Date" shall also mean any extended Occupancy Date and Commencement

Date which may be established pursuant to the operation of the provisions of

this section of the Lease.

 

(E) The term "Lease Year" as it appears herein means that period of twelve

(12) consecutive calendar months commencing on the first (1/st/) day of the

month in which the Commencement Date (as it may be revised hereunder) occurs and

each consecutive twelve (12) month period thereafter.

 

3. USE

 

(A) 1. Lessee shall not commence the use of the Demised Premises pursuant

to terms herein prior to the Occupancy Date, without the prior written consent

of Lessor, in Lessor's sole and absolute discretion, and upon such terms as

Lessor may require. Lessee shall use and occupy the Demised Premises solely for

general office purposes only, and in accordance with, and subject to, all

applicable zoning regulations. The Demised Premises shall not be used for any

other purpose or purposes without the prior written consent of Lessor. Lessee

shall not use or occupy the Demised Premises for any unlawful purpose, and will

comply with all present and future laws, ordinances, regulations, and orders of

all governments, government agencies and any other public authority having

jurisdiction over the Demised Premises and will provide Lessor written evidence

of such compliance if so requested in writing by Lessor.

 

2. Lessee shall take all action necessary to prevent any conduct or

activity by any of its invitees whomsoever: i) on any common area of the

Building including but not limited

 

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to any walkway, balcony, or patio, if any, adjacent to the-Demised Premises; or

ii) in the Demised Premises; which may cause injury or damage to any person or

property, or which, in Lessor's opinion, may be disturbing or offensive to, any

other tenants of the Building or to any member(s) of the public in the vicinity

of the Building. The Lessee shall indemnify, defend, and save harmless the

Lessor from any liability, loss, or obligation arising out of, or related to,

any such conduct or activity. Other than for Lessee's customary day-to-day

ingress and egress to the Demised Premises associated only with Lessee's

permitted use hereunder, Lessee shall not use or permit the use of any walk-way,

balcony, or patio for any purpose without the prior written consent of Lessor

(which may be conditioned, without limitation, on Lessee obtaining such

insurance coverage for such use as shall be satisfactory to Lessor).

 

(B) The Lessee specifically acknowledges and agrees that it shall not

provide any type of communications, internet (unless such internet service is

through the "web" and not a direct, physical link in or through any part of the

Building,) utility, or other services to any other occupant or tenant in the

Building without the Lessor's prior written consent, which consent may be

conditioned or withheld at the Lessor's sole discretion.

 

4. RENT

 

(A) Lessee covenants and agrees to pay to Lessor the Rent (as hereinafter

defined) of every kind and nature specified in this Lease. This shall include:

i) Base Rent and Monthly Rent both as hereinafter defined); and ii) any sums,

charges, expenses, and costs identified in this Lease to be paid by Lessee to

Lessor or to a third party if required under this Lease, all of which shall be

deemed additional rent hereunder. All such amounts becoming due hereunder from

Lessee are sometimes hereafter referred to collectively as "Rent." Lessee's

obligation to pay said Rent shall begin on the Occupancy Date and shall continue

to remain an obligation of Lessee until said obligation to pay Rent is

completely satisfied.

 

Lessee shall make all payments of Rent: i) each by one (1) check in lawful

currency of the United States of America, payable to "Waterfront Center," and

delivered to R B Associates, Inc., 1054 31st Street, N.W., Suite 1000,

Washington, DC, 20007, or to such other party or to such other address, or

pursuant to such other reasonable direction as Lessor may designate from time to

time by written notice to Lessee; ii) without demand; and iii) without

deduction, set-off, or counterclaim. If Lessor at any time or times accepts Rent

after it shall become due and payable, or in an amount that may actually be less

than that which is actually due, then such acceptance shall not excuse any delay

upon subsequent occasions, or constitute, or be construed as, a waiver of any or

all of Lessor's rights hereunder. In the event any check given by Lessee to

Lessor pursuant to this Lease is dishonored, Lessee shall pay to Lessor, as

additional Rent upon demand, the charges assessed against Lessor by the

financial institution in which the dishonored check was deposited, and Lessor

may require that Lessee pay all subsequent amounts due hereunder in the form (or

similar) of a bank check. No endorsement or statement on any check shall be

deemed an accord or satisfaction and Lessor may accept such check in payment

without prejudice to any of Lessor's rights hereunder. Lessor shall have the

right but not the obligation, to apply any Rent or other amounts received under

this Lease to any

 

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and all amounts due and payable to Lessor under the Lease, whether described as

Rent or otherwise, in any manner and in any order of payment that Lessor may, in

its sole discretion, desire. To the extent that Lessor accounts for any amounts

received under this Lease by categories, such accounting categories are for

Lessor's convenience of reference only and shall not serve to limit Lessor's

rights hereunder or prevent Lessor from altering such categories or eliminating

one (1) or more such categories in the future.

 

(B) On and after the Commencement Date (and in the occurrence of the events

described in section 2(B)1. above, for the period from the Occupancy Date until

the Commencement Date, as set forth in section 4(D) below,) Lessee shall pay to

Lessor for each Lease Year base rent (the "Base Rent") in accordance with the

following schedule:

 

Lease Year Base Rent - Monthly

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One (1) $5,191.67

Two (2) $5,399.33

Three (3) $5,615.31

 

The monthly installment of rent for the Demised Premises set forth above is

hereinafter referred to as "Monthly Base Rent", which Lessee hereby agrees to

pay in advance to Lessor and Lessor hereby agrees to accept. The term Monthly

Rent as it appears herein is deemed to mean Monthly Base Rent as adjusted

pursuant to any applicable section of the Lease.

 

(C) Monthly Rent as specified above shall be payable in advance on the

first (1/st/)day of each calendar month during the ten-n of this Lease, however,

the first (1/st/) such monthly installment shall be due upon affixation of

Lessee's signature hereto. Lessee shall also pay to Lessor with the payment of

Monthly Rent, any and all such payments of additional Rent provided for in this

Lease.

 

(D) If the Occupancy Date occurs on a day other than the first (1/st/) day

of a calendar month, said Monthly Rent for such partial month (regardless of the

actual number of days such month has) shall be payable at the rate of one

hundred seventy and 22/100 dollars ($170.22) per day, for each day of that month

from the Occupancy Date until the Commencement Date, payable in advance, as

specified above.

 

5. DEPOSIT

 

(A) Simultaneously with the execution of this Lease by Lessee, Lessee shall

deposit with Lessor the sum of twenty thousand and 00/100 dollars ($20,000.00)

in the form of an irrevocable Letter of Credit ("L.O.C.") as security to be used

for payment of Rent and to secure the performance by Lessee of all of Lessee's

obligations hereunder. Said L.O.C. shall permit partial draws at a location in

the District of Columbia under a sight draft following Lessee's failure to

fulfill any of Lessee's monetary obligations hereunder following the expiration

of any applicable notice and cure period as may be provided for in the Lease.

The L.O.C. shall also: i) name Lessor and its successors and assigns as the

beneficiaries thereunder; ii) have an expiry date or be automatically renewable

to that date that is not sooner than the last day of the calendar

 

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month which is the last month of the last Lease Year (as this Lease may be

extended); iii) be issued by a federally regulated and insured financial

institution having an office at which the L.O.C. may be presented for draws

thereunder within the District of Columbia; iv) permit partial draws thereunder

by Lessor in the event of Lessee's default beyond any applicable notice and cure

period hereunder; and v) be issued in accordance with the ICC Uniform Customs

and Practices for Documentary Credits Publication No. 500, and be otherwise

reasonable satisfactory to Lessor. Notwithstanding the expiring date above, if

the Lessee has not and was not in monetary default of the Lease at any time

hereunder for a period of time of twenty-four (24) consecutive calendar months,

Lessee may request of Lessor in writing, the return of the L.O.C., (or portion

thereof) after said twenty-four (24) consecutive month period.

 

(B) Simultaneously with the execution of this Lease by Lessee, Lessee shall

also deposit with Lessor, the sum of fifteen thousand five hundred seventy-five

and 01/100 dollars ($15,575.01) as a cash deposit (the "Cash Deposit") to be

used as security for payment of Rent and to secure the performance by Lessee of

all of Lessee's obligations hereunder, said Cash Deposit to be held by Lessor

for the entire term of this Lease and any extensions or renewals thereof.

 

(C) 1. The L.O.C. and the Cash Deposit above shall hereinafter,

collectively be referred as (the "Security Deposit".) Lessor shall have the

right, but shall not be obligated, to apply all or any portion of the Security

Deposit toward any and all amounts due and payable hereunder, in the manner

permitted under section 4(A) of this Lease, including but not limited to, unpaid

Rent, or the losses or damages resulting from any default by Lessee. Lessor, in

Lessor's sole judgement, may: i) draw under the L.O.C.; ii) apply funds from the

Cash Deposit; or iii) use any combination of the immediately foregoing (i) and

(ii). In the event Lessor uses any portion of the Security Deposit, Lessee

shall: i) be obligated to promptly deposit with Lessor in cash, the amount

necessary to restore the Security Deposit to its original amount; and ii) only

be entitled accrued interest from the latest date of Lessor's receipt of full

restoration of the Cash Deposit from the Lessee. In the event Lessee fails to

perform its obligations to commence payment of Rent on the Occupancy Date or to

take possession of the Demised Premises by not later than the Commencement Date

provided herein, said Security Deposit shall not be deemed liquidated damages

and Lessor may apply the Security Deposit to reduce Lessors damages, and such

application of the Security Deposit shall not preclude Lessor from recovering

from Lessee all additional damages incurred by Lessor.

 

2. Except as hereinafter provided, said Security Deposit shall bear

interest at the passbook rate of interest per annum paid by the financial

institution in which said Security Deposit is placed by Lessor and said interest

shall be held by Lessor together with and as part of the Security Deposit as

aforesaid. At Lessor's option, Lessor may apply the Security Deposit toward

payment to Lessee of any allowance payable to Lessee hereunder in which case no

interest on the Security Deposit shall be payable to Lessee, but in such event

Lessor shall remain responsible for any return of the Security Deposit to which

Lessee may be entitled at the expiration or termination of this Lease., In no

event shall the Security Deposit or any part thereof be required to be placed by

Lessor in any escrow account any such requirement being thereby waived by

Lessee, and it is agreed that said Security Deposit may be commingled with other

funds of Lessor or other deposits (or both).

 

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6. (A) OPERATING EXPENSFS (Intentionally Omitted)

 

(A) REAL ESTATE TAXES (Intentionally Omitted)

 

(B) CHAR SERVICE COSTS (Intentionally Omitted)

 

7. CONSUMER PRICE INDEX ESCALATION (Intentionally Omitted)

 

8. ASSIGNMENT AND SUBLETTING

 

(A) Lessee may not assign or otherwise transfer this Lease, or sublet

(including permitting occupancy or use by another party) the Demised Premises,

or any part thereof, without the prior written consent of Lessor, such consent

however, which shall not be unreasonably withheld, delayed, or conditioned, so

long as the proposed assignee or sublessee can demonstrate to the Lessor's

reasonable satisfaction that they are of sound professional character and that

they possess the financial capacity to undertake the obligations with respect to

that area which is proposed for assignment or sublease (as the case may be) that

is the - subject of Lessee's request. Such consent of Lessor shall be requested

by Lessee giving Lessor thirty (30) days prior written notice of Lessee's

intention to assign this Lease or sublet all or any part of the Demised

Premises. In the event Lessee seeks permission to sublease all or any part of

the Demised Premises (which such permission Lessee may seek only so long as

there is no uncured event of default hereunder) the notice shall: i) identify

the area of the Demised Premises Lessee seeks to sublease; ii) include the

proposed sublease/assignment document signed by the appropriate parties; and

iii) include such financial information and incorporation/partnership or other

organizational documentation (unless such proposed sublessee/assignee is an

individual) regarding the proposed sublessee/assignee that the Lessor may

require. Within thirty (30) days after receipt of said notice of intent to

assign or' sublease, together with all supporting documentation as aforesaid,

Lessor shall have the option to: i) terminate the Lease, if Lessee desires to

assign this Lease; or ii) terminate the Lease with regard to that portion of the

Demised Premises which Lessee seeks to sublet, or alternately to sublet that

portion of the Demised Premises from Lessee for the term which Lessee desires to

sublet that portion of the Demised Premises; or iii) grant or withhold its

consent to the matters set forth in Lessee's notice of intention to assign or

sublet. Lessor may exercise the option by giving Lessee written notice of its

election to exercise the option, withhold consent, or otherwise, within said

thirty (30) day period. In the event that the rent under any such sublease or

assignment results in rent higher than due under the Lease the Lessee and Lessor

shall divide equally any profit or gain.

 

The effective date of termination, or the effective date of

commencement of the sublease to Lessor, shall be mutually agreed upon by Lessor

and Lessee. If the parties cannot agree upon a termination date or upon a

sublease commencement date to the Lessor, the termination date or sublease

commencement date shall be the date that is sixty (60) days after the date

Lessor received the notice that Lessee desired -to assign the Lease or sublet

all or any portion of the Demised Premises. Upon termination, all of the rights

and obligations of Lessor and Lessee under the terms of this Lease shall be

terminated, or terminated with regard to that portion of the

 

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Demised Premises that Lessee notified Lessor that Lessee desired to sublet,

except that Lessee shall continue to be obligated to pay Rent and all other

charges for the Demised Premises which accrue to the date of termination.

 

If Lessor consents to the proposed sublease or assignment and Lessor

does not exercise its option to terminate or sublet, Lessee may assign this

Lease or sublet the part of the Demised Premises so identified as aforesaid

within sixty (60) days after the date that the Lessor notifies Lessee of its

consent. Notwithstanding anything to the contrary herein, it is expressly

understood that Lessee shall be required, in all cases, however, to obtain

Lessor's prior written consent to any assignee, any assignment, or any

sublessee, or any subletting, which consent may be given or withheld by Lessor

pursuant to the terms herein this Lease section 8. In the event that Lessee

fails to present to Lessor any sublease or assignment agreement, fully executed

by the parties thereto, within said sixty (60) day period, Lessee may not assign

this Lease or sublet the Demised Premises without first affording Lessor the

option to terminate or sublease as previously provided for in this section.

 

(B) Lessee shall reimburse to Lessor, as additional Rent, all costs and

expenses, including reasonable attorney's fees, which Lessor incurs by reason of

or in connection with any assignment, sublease, or leasehold mortgage proposed

or granted by Lessee (whether or not permitted under this Lease,) and all

negotiations and actions with respect thereto, such additional Rent to be due

and payable within fifteen (15) days of receipt of a statement of such costs and

expenses from Lessor.

 

(C) No assignment of this Lease shall be effectuated by operation of

law or otherwise without the prior written consent of Lessor. For the purposes

of this Lease, the transfer of fifty percent (50%) or more of the ownership

interest of Lessee or the transfer and/or issuance of more than fifty percent

(50%) of the voting stock of Lessee, if Lessee is not a publicly held

corporation, to any persons or entities that are not owners or stockholders of

Lessee on the date of execution of this Lease shall be deemed an assignment of

this Lease thereby giving Lessor the option to terminate this Lease or exercise

such other rights and remedies as provided to Lessor hereunder.

 

(D) Me consent by Lessor to any assignment or subletting to any party

other than Lessor, including, without limitation, a subsidiary or affiliate of

Lessee, shall not be construed as a waiver or release of Lessee from the terms

of any covenant or obligation under this Lease and Lessee shall remain obligated

to perform all such covenants and obligations throughout the entire term of this

Lease and any extension or renewal thereof. Lessor's collection or acceptance of

rent from any assignee of Lessee shall not constitute a waiver or release of

Lessee of any covenant or obligation contained in this Lease, nor shall any such

assignment or subletting be construed to relieve Lessee from giving Lessor said

thirty (30) days notice or from obtaining the consent in writing of Lessor to

any further assignment or subletting. In the event that Lessee is in default of

any term or provision of this Lease, Lessee hereby assigns to Lessor the rent

due from any subtenant of Lessee and hereby authorizes and directs each such

subtenant, upon notice from Lessor, to pay said rent directly to Lessor, the

collection or acceptance of rent from any subtenant in such instance not to

constitute a waiver or release of Lessee of any covenant or

 

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obligation contained in this Lease.

 

(E) Lessee shall not mortgage or encumber this Lease without the prior

written consent of Lessor, in Lessor's sole and absolute discretion.

 

9. PREMISES IMPROVEMENTS

 

Lessor shall attempt to substantially complete the work specified in

Exhibit "B" attached hereto (the "Improvements") on or prior to the Commencement

Date (unless otherwise specified) if Lessee signs and returns this Lease to

Lessor, with any amounts of advance payments of Rent due hereunder and with any

securitization required hereunder on or prior to February 4, 2000. All

Improvements shall become and remain the property of Lessor and shall be

considered a part of the Demised Premises. In the event Lessee removes any

elements of the Improvements, Lessee agrees to repair any damage to the Demised

Premises and the Building and restore the Demised Premises and the Improvements

to their condition after the installation of such Improvements. Any replacement

of any property, fixtures or Improvements of Lessor, whether made at Lessee's

expense or otherwise, shall be and remain the property of Lessor.

 

10. ALTERATIONS

 

After the Occupancy Date, Lessee shall make no alterations,

installations, additions or additional improvements (hereinafter collectively

called "Alterations") in or to the Demised Premises or the Building without

Lessor's prior written consent, except for those "Improvements" set forth in

Exhibit "B", Section (B), (the "Lessee's Improvements") which are installed

pursuant to Exhibit "B". Consent by Lessor to Lessee's Alterations shall not be

unreasonably withheld, except that Lessor may withhold its consent in its sole

and absolute discretion with regard to requested Alterations by Lessee which

affect the structure of the Building, or the mechanical, plumbing or electrical

systems of the Building, or any common areas of the Building, or any exterior or

interior architectural or visual aspects or parts of the Building, or any

portion of the Demised Premises visible from the exterior of the Building, or

any other tenant or tenants of the Building. Lessee, at its sole cost and

expense, shall provide Lessor with such architectural or other plans as shall be

deemed necessary by Lessor prior to performance of such Alterations, and after

installation of such Alterations Lessee, at its sole cost and expense, shall

provide Lessor with such revised as-built full-floor mechanical and electrical

plans for the floor or floors on which the Alterations are to be made, as shall

be deemed necessary by Lessor, to show Lessee's Alterations. If any Alterations

are made without the prior written consent of Lessor, Lessor may correct or

remove the same, and Lessee shall be liable for any and all expenses incurred by

Lessor in the performance of this work, plus fifteen percent (15%) of such

expenses as an administrative cost to Lessor. All Alterations shall be made in

compliance with all laws and regulations and at Lessee's sole expense, at such

times and in such manner as Lessor may designate, and only by such contractors

or mechanics as are approved in writing by Lessor. Approval of contractors or

mechanics by Lessor, shall be based, without

 

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limitation, upon the contractors or mechanics being properly licensed, bonded

and insured, their financial posture, experience and past job performance.

 

All Alterations to the Demised Premises, whether made by Lessor or

Lessee, and whether at Lessor's or Lessee's expense, or the joint expense of

Lessor and Lessee, shall be and remain the property of Lessor. Notwithstanding

the foregoing, however, any Alterations, fixtures or any other property

installed in the Demised Premises at the sole expense of Lessee and with respect

to which Lessee has not been granted any credit or allowance by Lessor, whether

pursuant to Exhibit "B" or otherwise, and which can be removed without causing

material damage to the Demised Premises or the Building, shall be and remain the

property of Lessee if (and only if) Lessee provides to Lessor a list of each

such Alteration prior to the installation of such Alteration (as such may be

approved by Lessor), and if Lessee fails to list any such Alteration as

aforesaid then Lessor shall have the option, by written notice to Lessee, to

require Lessee to remove such Alteration at the expiration or earlier

termination of this Lease or to leave it in place as Lessor's property at the

expiration or earlier termination of this Lease. In the event Lessee removes any

of these Alterations and the like, Lessee agrees, at Lessor's election, to: i)

to repair any damage to the Building caused by said removal and to restore the

Demised Premises to a condition equal to that on the Occupancy Date; or ii) pay

Lessor, as additional Rent, for all costs incurred by Lessor to undertake such

repairs. Any replacements of any property or improvements of Lessor, whether

made at Lessee's expense or otherwise, shall be and remain the property of

Lessor.

 

Lessor, at the expiration or earlier termination of the term of this

Lease, may elect to require Lessee to remove all or any part of the Alterations

made by Lessee subsequent to the Occupancy Date, (which shall not include items

#1 (floor) and #3 (electrical outlets) of the Lessee's Improvements), unless the

Lessor advises the Lessee in writing that removal of any Alterations would not

be required at the time Lessor consents to the Alterations. Removal of Lessee's

Alterations shall be at Lessee's cost and expense, and Lessee shall, at its cost

and expense, repair any damage to the Demised Premises or the Building caused by

such removal.

 

Lessee shall remove all of Lessee's property at the expiration or

earlier termination of this Lease, unless otherwise specified by Lessor, as set

forth above. In the event Lessee does not remove Lessee's property at the

expiration or earlier termination of the Lease, such property shall become the

property of Lessor.

 

In the event Lessee fails to remove its property or the Alterations

requested to be removed by Lessor on or before the expiration, or earlier

termination, of the term of the Lease, then Lessor may remove such property and

Alterations from the Demised Premises at Lessee's expense, and Lessee hereby

agrees to pay to Lessor, as additional Rent, the cost of such removal together

with any and all damages which Lessor may suffer and sustain by reason of the

failure of Lessee to remove the same. Said amount of additional Rent shall be

due and payable upon receipt by Lessee of a written statement of costs and

damages from Lessor.

 

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11. LIENS

 

Lessee shall promptly pay all persons Punishing labor or materials with

respect to any work performed by Lessee or its contractors on or about the

Demised Premises. If any mechanics' or other lien is filed against the Demised

Premises, or the Building for work, labor, services, or materials, done for or

supplied to or claimed to have been done for or supplied to Lessee, such lien

shall be discharged by Lessee, at its sole cost and expense, within ten (10)

days from the date Lessee receives written demand from Lessor to discharge said

lien, by the payment thereof or by filing any bond required by law. If Lessee

shall fail to discharge any such lien, Lessor may, at its option, discharge the

same and treat the cost thereof (together with an administrative fee of fifteen

percent (15%) of such costs) as additional Rent, due and payable upon receipt by

Lessee of a written statement of costs from Lessor. It is hereby expressly

covenanted and agreed that such discharge of any lien by Lessor shall not be

deemed to waive or release Lessee from its default under the Lease for failing

to discharge the same.

 

Lessee will indemnify and hold harmless Lessor from and against any and

all claims, damages and expenses incurred by Lessor, arising from any liens

placed against the Demised Premises or the Building and the land (or full

parcel(s)) upon which it is situated, or other parcels associated with the

Building) as a result of any work performed by or on behalf of Lessee in the

Demised Premises at its own cost and under its own control and direction, or

making any Alterations to the Demised Premises.

 

12. MAINTENANCE BY LESSEE

 

Lessee at its sole cost and expense shall keep, maintain, and repair

the Demised Premises and the fixtures and equipment therein (including, without

limitation, all of the Improvements) in clean, safe and sanitary condition,

shall take good care thereof, and shall suffer no waste or injury thereto. At

the expiration or earlier termination of the term of this Lease (or immediately

upon the earlier vacancy of the Demised Premises by the Lessee), Lessee shall

surrender the Demised Premises and the Improvements, broom clean and in the same

order and condition in which they were on the Occupancy Date (which shall

include the removal wiring/cabling installed by Lessee), ordinary wear and tear

and damage by the elements, fire and other insured casualty excepted. Without

limiting the general provision above, Lessee, at its sole cost and expense shall

be responsible for the following items wiring/for the Demised Premises (which

shall include, but may not be limited to): i) cleaning and char services and

supplies for any eating area(s)/room(s), kitchenette(s), shower(s), or

lavatorie(s); ii) replacement cost of any lighting elements of all light

fixtures which are not Building Standard fixtures (as well as the maintenance of

any such fixtures); iii) maintenance of any locks/keys/hardware for: a) locks on

any internal doors within the Demised Premises, or b) any non Building Standard

locks to any entry door(s) to the Demised Premises; iv) maintenance of any

security system or non Building Standard item or Alteration (whether or not

approved by Lessor); and v) repair/replacement of

 

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any ceiling tile or other item as a result of wiring/cabling conducted by or on

behalf of the Lessee.

 

13. SIGNS AND ADVERTISEMENTS

 

No sign, advertisement, or notice shall be inscribed, painted, affixed, or

displayed on any part of the outside or the inside of the Demised Premises or

the Building without Lessor's prior written consent and then or any in such

place, number, size, color and style (i.e., Building standard lettering) as is

authorized by Lessor. If any such sign, advertisement or notice is exhibited

without first obtaining Lessor's written consent, Lessor shall have the right to

remove the same, and Lessee shall be liable for any and all expenses incurred by

Lessor by said removal, as additional Rent.

 

Lessor agrees to display Lessee's name on one (1) strip (line) on each of

the Building directories in the size and style of lettering used by Lessor, at

Lessor's one-time, initial expense; and at the Lessee's sole cost and expense

any time thereafter. Lessor shall display Lessee's name on (or adjacent to) the

main entry door of the Demised Premises in Building standard color, size and

style of lettering, at Lessee's expense.

 

Lessor shall have the right to prohibit any advertisement of Lessee or

reference to the Building, Lessor, or its Agent which in Lessor's opinion tends

to impair the reputations of said parties or of the Building or its desirability

as a high-quality commercial-use building, and, upon written notice from Lessor,

Lessee shall immediately refrain from and discontinue any such advertisement or

reference.

 

14. DELIVERIES AND MOVING OF LESSEE'S PROPERTY

 

No furniture, equipment deliveries, or other bulky matter of any

description shall be received into the Demised Premises or the Building, or

carried in the elevators except in the manner and during the times approved by

Lessor. Lessee shall obtain Lessees prior determination of the manner in which

said property may be moved into the Building. All moving of furniture, equipment

and other material within the public areas shall be under the direct control and

supervision of Lessor who shall, however, not be responsible for any damage to

or charges for moving the same. Lessor shall have the sole right to determine

the load capacities of the elevators of the Building and to determine if

Lessee's property can be safely transported in the elevators. Lessee agrees

promptly to remove from the sidewalks adjacent to the Building or any of the

Building common areas, any of the Lessee's furniture, equipment or other

material there delivered or deposited.

 

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15. LESSEE'S EQUIPMENT

 

(A) Lessee will not install or operate in the Demised Premises any

electrically operated equipment or other machinery (other than typewriters, word

processing machines, personal computers, adding machines, radios, televisions,

tape recorders, dictaphones, bookkeeping machines, copying machines, clocks, and

other business machines and equipment normally employed for general office use)

which require high electricity consumption for operation, without first

obtaining the prior written consent of Lessor, who may condition such consent

upon payment by Lessee of additional Rent as compensation for additional

consumption of electricity and/or other utility services. Such additional Rent

shall be in addition to Lessee's other obligations under this Lease to pay any

costs specified elsewhere in this Lease. If any or all of Lessee's equipment

requires electricity consumption in excess of the capacity of the electrical

system existing in the Demised Premises, and if Lessor consents to the

installation of such equipment, then all additional transformers, distribution

panels and wiring that may be required to provide the amount of electricity

required for Lessee's equipment shall be installed, if reasonably feasible, by

Lessor at the cost and expense of Lessee.

 

If Lessee's equipment causes Lessee's consumption of electricity to exceed

the Building standard amount provided by Lessor (as determined by Lessor), or if

such equipment is to be consistently operated beyond the normal Building hours

of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on

Saturday, Lessor may at its option: i) install a separate electric meter for the

Demised Premises at Lessee's sole cost and expense; ii) install a separate meter

at Lessee's sole cost and expense, to record the specific equipment that is

causing Lessee's excessive consumption of electricity; or iii) determine the

equitable amount to be charged to Lessee for such excessive consumption of

electricity. In the event Lessor installs a separate meter for the Demised

Premises, Lessee shall then pay the cost of electricity it consumes as recorded

by such meter directly to the electric company. In the event Lessor separately

meters the specific equipment or in the event Lessor itself determines the

equitable amount to be charged to Lessee as aforesaid, Lessee shall be billed

periodically by Lessor based upon such excessive consumption.

 

(B) Lessee shall not install any equipment of any kind or nature whatsoever

or permit any use of the Demised Premises which will or may necessitate any

changes, replacements or additions to, or in the use of (but necessarily limited

to), the water system, heating system, plumbing system, air-conditioning system,

or electrical system of the Demised Premises or the Building without first

obtaining the prior written consent of Lessor. Any machines or mechanical

equipment belonging to or being used by Lessee which cause noise or vibration

that may be transmitted to the structure of the Building or to any space therein

to such a degree as to be objectionable to Lessor or to any tenant in the

Building shall be installed and maintained by Lessee, at Lessee's expense, on

vibration eliminators or other devices sufficient to eliminate such noise and

vibration.

 

(C) Lessor shall have the right to prescribe the weight and position of all

heavy personal property, equipment and fixtures, including, but not limited to,

data processing equipment, record and file systems, and safes which Lessee

intends to install or locate within the

 

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Demised Premises. Lessee shall obtain Lessor's prior review and approval before

installing or locating heavy equipment and fixtures in the Demised Premises, and

if installation or location of such equipment or fixtures, in Lessor's opinion,

requires structural modifications or reinforcement of any portion of the Demised

Premises or the Building, Lessee agrees to reimburse Lessor, as additional Rent,

for any and all costs incurred by Lessor to make such required modifications or

reinforcements, and such modifications or reinforcements shall be completed

prior to Lessee installing or locating such equipment or fixtures in the Demised

Premises. Lessee shall reimburse Lessor within thirty (30) days of receipt of

any statement setting forth those costs.

 

16. SERVICES AND UTILITIES

 

(A) Lessor shall provide and maintain the following utilities and services

(unless stated otherwise or interrupted by Lessee's mis-use or negligence):

 

1. Hot and cold water and lavatory supplies, it being understood and

agreed that hot and cold water and lavatory supplies shall be furnished by

Lessor only at those points of supply provided for general use of other tenants

in the Building, as well as hot and cold water to any approved facility within

the Demised Premises;

 

2. Automatically operated elevator service (at least one (1) elevator)

at all times;

 

3. Cleaning and char services, as determined by Lessor, after normal

business hours, Monday through Friday of each week, except on the holidays

listed in subparagraph (iv) below. This shall not include any eating

area(s)/room(s), kitchenette(s), shower(s) or lavatorie(s) within the Demised

Premises; the cleaning and supplying of which shall be the sole cost and

responsibility of the Lessee;

 

4. Heat and air-conditioning in seasons as determined by Lessor,

Monday through Friday from 8:00 a.m. to 6:00 p.m. and on Saturday from 9:00 a.m.

to 1:00 p.m., except for the following 9 holidays: New Year's Day, Martin Luther

King, Jr. Day, Presidents' Day, Memorial Day, Fourth of July, Labor Day,

Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day, and any other

national holiday promulgated by a Presidential Executive Order or Congressional

Act. Lessor shall provide heat and air-conditioning at times in addition to

those specified in the preceding sentence at Lessee's expense, provided Lessee

gives Lessor notice prior to 1:00 p.m. on a business day in the case of

after-hours service on that business day and prior to 3:00 p.m. on the

immediately preceding business day in the case of after- hours service on a

Saturday, a Sunday or a holiday. Lessor shall charge Lessee for said after-hours

services the same rate it charges other tenants of the Building. Lessor reserves

the right, in its sole discretion, to increase the hourly charge for said after

hours service, but in no event shall the rate per hour charged Lessee be more

than the rate per hour charged other tenants of the Building. In the event the

same after-hours service is also requested by other tenants of the Building in

addition to Lessee, the charge therefor to each tenant requesting such

after-hours

 

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service shall be prorated among all requesting tenants based upon the respective

square footages of each of the demised premises of the tenants requesting such

after-hours service;

 

5. Maintenance and electric lighting service for all public areas in

the Building, as well as all Building Standard light fixtures within the Demised

Premises;

 

6. Building access system as determined by Lessor; and

 

7. Electricity and electrical facilities to furnish Building standard

amounts (as determined by Lessor) of electricity for equipment of Lessee

installed pursuant to the section of this Lease entitled, "Lessee's Equipment."

 

(B) In the event any public utility supplying energy requires, or

government law, regulation, executive or administrative order results in a

requirement, that Lessor or Lessee must reduce, or maintain at a certain level,

the consumption of electricity for the Demised Premises or Building, which

affects the heating, air-conditioning, lighting, or hours of operation of the

Demised Premises or Building, Lessor and Lessee shall each adhere to and abide

by said laws, regulations or executive orders without any reduction in Rent.

 

(C) Lessor's inability to furnish, to any extent, these defined services,

or any cessation thereof, resulting from, but not limited to, any causes

including from entry from inspections, repairs, alterations, improvements and

installations by Lessor, its Agent, employees or contractors pursuant to the

section of this Lease entitled "Entry for Inspections, Repairs, and

Installation", or from renovation, redecoration or rehabilitation of any area of

the Building, including the lobby, or any of the surrounding public spaces,

shall not render Lessor liable for damages to either person or property, nor be

construed as an eviction of Lessee, nor work as an abatement of any portion of

Rent, nor relieve Lessee from fulfillment of any covenant or agreement hereof.

Should any of the Building equipment or machinery cease to function properly for

any cause, Lessor shall use reasonable diligence to repair the same promptly,

but Lessee shall have no claim against Lessor for damages or for a rebate of any

portion of Rent on account of any interruptions in any services occasioned

thereby or resulting therefrom. Lessor shall not be liable to Lessee for any

loss, damage, or expense which Lessee may sustain if the quality or character of

the utilities or services herein used upon or furnished to the Demised Premises

(or Lessee) are no longer available or suitable for Lessee's requirements or if

said utilities are interrupted as a result of actions by the public utility

companies or any other cause other than Lessees gross negligence or willful

misconduct.

 

17. LESSEE'S RESPONSIBILITY FOR DAMAGE

 

Any and all injury, breakage or damage to: i) the Demised Premises, the

Building, or the Improvements arising from any cause done by (or omission of)

Lessee, its agents, contractors, servants, employees and visitors, or ii) the

Demised Premises by individuals and persons making deliveries to or from the

Demised Premises, except as provided for in the section of this Lease entitled,

"All Risk Coverage Insurance", shall be repaired by Lessor at the sole expense

of Lessee. The payment by Lessee for the cost of such repairs by Lessor, shall

be due as additional

 

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Rent with the next installment of Monthly-Rent after Lessee receives a bill for

such repairs from Lessor. This provision shall not be in limitation of any other

rights and remedies which Lessor has or may have in such circumstances.

 

18. ENTRY FOR INSPECTIONS, REPAIRS, OR INSTALLATIONS

 

Lessee shall permit Lessor, its Agent, employees or contractors, to enter

the Demised Premises at all reasonable times (which shall include during

business hours) and in a reasonable manner, without charge to Lessor or

diminution of Monthly Rent payable by Lessee, to: i) examine, measure, inspect,

or protect the Demised Premises or the Building, and upon one (1) day written

notice, to make such repairs or installations as in the judgment of Lessor may

be deemed necessary to maintain or protect the Demised Premises or Building or

as may be required by any governmental requirements (beyond any responsibility

of the Lessee hereunder); or ii) exhibit the same to prospective purchasers of

the Building or prospective lenders to Lessor; or iii) exhibit the same to

prospective tenants during the last nine (9) months of the term of this Lease;

or iv) exhibit the same to prospective tenants prior to the last nine (9) months

of the term of this Lease, but only at times that are other than the "Working

Day;" and v) in the event of an emergency, enter the Demised Premises or the

Building without notice and make whatever repairs are necessary to protect the

Demised Premises or the Building, or personal property. Lessor shall use

reasonable efforts to minimize interference to Lessee's business when making

repairs, but Lessor shall not be required to perform the repairs at a time other

than during normal working hours.

 

In addition to the above, Lessor, its Agent, employees, or contractors may,

upon no less than ten (10) days prior written notice to Lessee, enter the

Demised Premises at reasonable times and in a reasonable manner, without charge

to Lessor or diminution of Monthly Rent payable by Lessee, to make installations

related to the construction of tenant improvements work being performed by

Lessor for other tenants of the Building, to make repairs, alterations and

improvements arising due to repairs, alterations and improvements to any areas

adjoining the Demised Premises, to erect, use and maintain pipes and conduits in

and through the Demised Premises, or to make installations, improvements and

repairs to utility services of the Building located in or about the Demised

Premises. Lessor shall use reasonable efforts to minimize interference's with

Lessee's business operations, but Lessor shall not be required to perform such

work at a time other than normal working hours.

 

19. INSURANCE RATING

 

Lessee shall not conduct or permit to be conducted any activity, or place

any equipment or property in or about the Demised Premises that will increase in

any way the rate of All Risk Coverage insurance or other insurance on the

Building, unless consented to by Lessor. Lessor's consent may be conditioned

upon Lessee's payment of any costs arising directly or indirectly from such

increase. If any increase in the rate of All Risk Coverage insurance or other

insurance

 

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on the Building is stated by any insurance company or by the applicable

Insurance Rating Bureau to be due to Lessee's activity, equipment or property in

or about the Demised Premises, said statement shall be conclusive evidence that

the increase in such rate is due to such activity, equipment or property and, as

a result thereof, Lessee shall be liable for such increase. Any such rate

increase and related costs incurred by Lessor shall be deemed additional Rent

due and payable by Lessee to Lessor upon receipt by Lessee of a written

statement of the rate increase and costs. Lessee may contest, at its sole cost

and expense, any insurance rate increase, provided such action by Lessee will

not adversely affect the insurance coverage of Lessor.

 

20. INDEMNITY AND PUBLIC LIABILITY INSURANCE

 

(A) Lessee shall indemnify and save harmless Lessor and its Agent from any

and all liability, damage, expense, cause of action, suits, claims, judgments

and cost of defense arising from injury to person or personal property in and on

the Demised Premises, or upon any adjoining sidewalks or public areas of the

Building, which arise out of the act, failure to act or negligence of Lessee,

its agents or employees.

 

(B) In order to assure such indemnity, Lessee shall, at its sole cost,

carry and keep in full force and effect at all times during the term of this

Lease, a commercial general liability policy with a single limit of at least two

million and 00/100 dollars ($2,000,000.00) including coverage for bodily injury,

property damage and personal injury liability.

 

21. WORKER'S COMPENSATION INSURANCE

 

Lessee shall carry and keep m full force and effect at all times during the

term of this Lease, at its sole cost, worker's compensation or similar insurance

in form and amounts required by law. Such insurance shall contain waiver of

subrogation provisions in favor of Lessor and its Agent.

 

22. ALL RISK COVERAGE INSURANCE

 

Lessor shall obtain and maintain All Risk Coverage insurance covering the

Building. Lessee shall obtain and maintain throughout the term of this Lease and

any extension or renewal periods All Risk Coverage insurance insuring against

damage to and loss of all of the Improvements in or used in connection with the

Demised Premises (whether constructed by Lessor or Lessee), fixtures, glass in

windows and plate glass, equipment, furniture, and all other personal property

in and about the Demised Premises. Lessor and Lessee hereby release each other

and waive any claims they may have against the other for loss or damage to the

Building, Demised Premises, the Improvements, fixtures, equipment and/or any

other personal property arising from a risk insured against, under the All Risk

Coverage insurance policies to be carried by Lessor and Lessee, as required

above, even though such loss or damage was caused by the negligence of Lessor

and Lessee, their agents or employees, except for the amount of the

 

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deductible under said policies. Lessor and Lessee agree to obtain and maintain

throughout the term of this Lease endorsements to their respective All Risk

Coverage policies waiving the right of subrogation of their insurance companies

against the other party and its agents and employees. Except to the extent

expressly provided herein, nothing contained in this Lease shall relieve Lessor

or Lessee of any liability to each other or to their insurance carriers which

Lessor or Lessee may have under law or the provisions of this Lease in

connection with any damage to the Building, Demised Premises, the Improvements,

fixtures, equipment, furniture, and all other personal property, by fire or

other casualty.

 

23. LESSEE'S CONTRACTOR'S INSURANCE

 

Lessee shall require any contractor of Lessee performing work on the

Demised Premises to carry and maintain, at no expense to Lessor:

 

(A) commercial general liability insurance, including contractor's

liability coverage, contractual liability coverage, completed operations

coverage, broad form property damage endorsement and contractor's protective

liability coverage, to afford protection with limits, for each occurrence, of

not less than one million & 00/1 00 dollars ($ 1,000,000.00) with respect to

personal injury, death, or property damage; and

 

(B) worker's compensation or similar insurance in form and amounts required

by law.

 

24. REQIJIREMENTS FOR LESSEE'S INSIJRANCE POLICIES

 

The company or companies writing any insurance which Lessee is required to

carry and maintain or cause to be carried or maintained pursuant to this Lease

as well as the form of such insurance shall at all times be subject to Lessor's

approval and any such company or companies shall be a good and responsible

insurance company, licensed to do business in the District of Columbia. Lessee's

public liability and All Risk Coverage insurance policies and certificate(s)

evidencing such insurance shall name Lessor and its Agent as additional insiders

and shall also contain a provision by which the insurer agrees that such policy

shall not be canceled except after thirty (30) days written notice to Lessor.

Lessee agrees to provide to Lessor prior to taking possession of the Demised

Premises (and annually thereafter thirty (30) days prior to the expiration of

such policy) the certificate(s) evidencing such insurance; Lessor may withhold

delivery of the Demised Premises without delaying the Commencement Date, or

triggering any abatement of rent, if Lessee fails to provide Lessor with the

certificate(s).

 

Any insurance carried or to be carried by Lessee hereunder shall be primary

over any policy that might be carried by Lessor. If Lessee shall fail to perform

any of its obligations regarding the acquisition and maintenance of insurance,

Lessor may perform the same and the cost of same shall be deemed additional

Rent, payable upon Lessor's demand. All insurance

 

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coverage's hereunder shall contain deductibles in amounts reasonably

satisfactory to the Lessor with the exception of the general liability policy

which shall have no deductible at all.

 

25. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON

 

(A) All personal property of Lessee, its employees, agents, subtenants,

business invitees, licensees, customers, clients, family members, guests or

trespassers, in and on the Demised Premises shall be and remain in and on the

Demised Premises and the Building at the sole risk of Lessee and said parties

and Lessor shall not be liable to Lessee or any such person or party for any

damage to, or loss of personal property thereof, including loss or damage

arising from (but not limited to): i) any act, including theft, or any failure

to act, of any other persons; ii) the leaking of the roof; iii) the bursting,

rupture, leaking or overflowing of water, sewer or steam pipes; iv) the rupture

or leaking of heating or plumbing fixtures, including security and protective

systems; v) short-circuiting or malfunction of electrical wires or fixtures,

including security and protective systems; or vi) the failure of the heating or

air-conditioning systems. Lessor shall also not be liable for the interruption

or loss to Lessee's business arising from any of the above-described acts or

causes. Lessee specifically agrees to save Lessor and its Agent harmless in all

such cases.

 

(B) Lessor shall not be liable for any personal injury to Lessee, Lessee's

employees, agents, subtenants, business invitees, licensees, customers, clients,

family members, guests or trespassers arising from the use, occupancy and

condition of the Demised Premises or the Building, unless such party establishes

that there has been gross negligence or willful misconduct on the part of

Lessor, provided however that the Lessor shall nevertheless continue to be

insured hereunder.

 

26. DAMAGE TO THE BUILDING AND/OR THE DEMISED PREMISES

 

If. i) the Demised Premises is damaged by fire or other casualty insured

against by Lessor's All Risk Coverage insurance policy covering the Building;

and ii) the Demised Premises can be fully repaired, in Lessor's opinion, within

180 days from the date of the insured risk; then the Lessor, at Lessor's

expense, shall repair such damage, provided, however, Lessor shall have no

obligation to repair any damage to, or to replace, Lessee's non-building

standard tenant improvements or any other property located in the Demised

Premises. Except as otherwise provided herein, if. i) the entire Demised

Premises is rendered untenantable by reason of the insured risk, then Monthly

Rent shall abate for the period from the date of such damage to the date when

Lessor has completed repairs to the Demised Premises as specified above; or ii)

if only a portion of the Demised Premises is so rendered untenantable by reason

of the insured risk, then Monthly Rent shall abate for such period in the

proportion which the area of the portion of the Demised Premises so rendered

untenantable by reason of the insured risk bears to the total area of the

Demised Premises. However, if prior to the date when such repairs have been

completed, any portion of the Demised Premises so damaged shall be rendered

tenantable or shall be used or occupied by Lessee or any person claiming through

or under Lessee, then the

 

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amount by which the Monthly Rent shall abate shall be equitably apportioned for

the period from the date of any such use or occupancy to the date when such

repairs are completed. No compensation or claim or reduction of rent will be

allowed or paid by Lessor by reason of inconvenience, annoyance, or injury to

business arising from the necessity of repairing the Demised Premises or any

portion of the Building.

 

Notwithstanding the foregoing, if, prior to or during the term of this

Lease: i) the Demised Premises is so damaged that, in Lessor's opinion, the

Demised Premises cannot be fully repaired within 180 days from the date the

damage occurred; or ii) the Building is so damaged that, in Lessor's opinion,

substantial repair or reconstruction of the Building shall be required (whether

or not the Demised Premises is damaged or rendered untenantable), then, in any

of such events, Lessor, at its option, may give to Lessee, within sixty (60)

days after such fire or other casualty, a thirty (30) days notice of termination

of this Lease and, in the event such notice is given, this Lease shall terminate

(whether or not the term shall have commenced) upon the expiration of such

thirty (30) days with the same effect as if the date of expiration of such

thirty (30) days were the date definitely fixed for expiration of the term of

the Lease, and the then-applicable Monthly Rent shall be apportioned as of such

date, including any rent abatement as provided above.

 

27. DEFAULT OF LESSEE

 

This Lease shall, at the option of Lessor, cease and terminate if. i)

Lessee fails to pay Rent, including any installment of Monthly Rent, additional

Rent, costs of the Improvements (if any are payable by Lessee hereunder), or any

sums, charges, expenses and costs of any kind or nature identified in this Lease

as additional Rent, although no legal or formal demand has been made, and such

failure to pay Rent continues for a period of five (5) days after written notice

addressed to Lessee has been delivered by Lessor to the Demised Premises (and to

no other address, notwithstanding any other notice address for the Lessee

pursuant to section 41 of this Lease); or ii) Lessee violates or fails to

perform any of the other conditions, covenants or agreements of this Lease, and

any violation or failure to perform any of those conditions, covenants or

agreements continues for a period of ten (10) days after written notice thereof

has been delivered by Lessor to Lessee, or, in cases where the violation or

failure to perform cannot by its nature be corrected within ten (10) days,

Lessee does not begin to correct the violation or failure to perform within ten

(10) days after receiving Lessees written notice and/or Lessee thereafter does

not diligently pursue the correction of the violation or failure to perform. Any

said violation or failure to perform or to pay any Rent, if left uncorrected,

shall operate as a notice to quit, any further notice to quit or notice of

Lessor's intention to re-enter being hereby expressly waived. Lessor may

thereafter proceed to recover possession under and by virtue of the provisions

of the laws of the jurisdiction in which the Building is located or by such

other proceedings, including re-entry and possession, as may be applicable. If

Lessor elects to terminate this Lease, everything herein contained on the part

of Lessor to be done and performed shall cease without prejudice to the right of

Lessor to recover from Lessee all Rent accruing up to and through the date of

termination of this Lease or the date of recovery of possession of the

 

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Demised Premises by Lessor, whichever is later. Should this Lease be terminated

before the expiration of the term of this Lease by reason of Lessee's default as

hereinabove provided, or if Lessee abandons or vacates the Demised Premises

before the expiration or termination of the term of this Lease, the Demised

Premises may be relet by Lessor for such rent and upon such terms as are not

unreasonable under the circumstances, and, if the full rent hereinabove provided

is not realized by Lessor, Lessee shall be liable for all damages sustained by

Lessor, including, without limitation, deficiency in Rent, reasonable attorneys'

fees, brokerage fees, and expenses of placing the Demised Premises in a

condition equal to that of the Demised Premises on the Occupancy Date. Any

damage or loss of Rent sustained by Lessor may be recovered by Lessor, at

Lessees option, at the time of the reletting, or in separate actions, from time

to time, as said damage shall have been made more easily ascertainable by

successive reletting, or, at Lessees option, may be deferred until the

expiration of the term of this Lease, in which event the cause of action shall

not be deemed to have accrued until the date of expiration of said term. The

provisions contained in this section shall be in addition to and shall not

prevent the enforcement of any claim Lessor may have against Lessee for

anticipatory breach of the unexplored term of this Lease.

 

28. REPEATED DEFAULTS

 

If Lessee is in default of this Lease with respect to the same or

substantially the same provision hereof two (2) or more times during any three

(3) month period during the term of this Lease, then, at Lessor's election,

Lessee shall not have any right to cure such repeated default, the terms and

conditions of the section of this Lease entitled, "Default of Lessee,"

notwithstanding. In the event of Lessor's election not to allow a cure of a

repeated default, Lessor shall have all of the rights provided for in that

section of this Lease for an uncured default.

 

29. WAIVER

 

If Lessor institutes legal or administrative proceedings against Lessee and

a compromise or settlement thereof is made, the same shall not constitute a

waiver of Lessee's obligations to comply with any covenant, agreement or

condition of this Lease, nor of any of Lessor's rights hereunder. No waiver by

Lessor of any breach of any covenant, condition, or agreement specified herein

shall operate as an invalidation or as a continual waiver of such covenant,

condition or agreement itself, or of any subsequent breach thereof. No payment

by Lessee or receipt by Lessor (or any party designated by Lessor to receive any

payments of Rent) of a lesser amount than the amount of Rent due Lessor shall be

deemed to be other than payment on account of the earliest stipulated Rent. In

addition, no endorsement or statement on any check or letter accompanying a

check for payment of such Rent shall be deemed an accord and satisfaction.

Lessor, or any party designated by Lessor, may accept such check or payment

without prejudice to Lessor's right to recover the balance of such rent or to

pursue any other remedy provided for in this Lease or in the governing law of

the jurisdiction in which the

 

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Building is located. No re-entry by Lessor, and no acceptance by Lessor of keys

from Lessee, shall be considered an acceptance of a surrender of the Lease.

 

No reference to any specific right or remedy shall preclude Lessor from

exercising any other right or from having any other remedy or from maintaining

any action to which it may otherwise be entitled at law or in equity.

 

30. SUBORDINATION AND COVENANTS WITH MORTGAGEES

 

This Lease is subject and subordinate to the lien of all and any mortgages

which may now or hereafter encumber or otherwise affect the real estate

(including the Building) of which the Demised Premises is a part, or Lessor's

leasehold interest therein, and to all and any renewals, restatements,

extensions, consolidations, modifications, recastings or refinancings thereof.

The foregoing subordination is and shall be self-executing, but in confirmation

of such subordination, Lessee shall, at Lessors or any mortgagee's request,

promptly execute any requisite or appropriate certificate or other document.

Lessee hereby constitutes and appoints Lessor as Lessee's attorney-in-fact to

execute any such certificate or other document for or on behalf of Lessee if

Lessee does not execute said certificate or document within five (5) days after

receipt thereof. The term "mortgages" shall include ground leases, both

construction and permanent financing, and deeds of trust and similar security

instruments.

 

Notwithstanding any other provision of this Lease or of law to the

contrary, if a mortgagee shall so elect by notice to Lessee or by the recording

of a unilateral declaration of subordination among the land records of the

District of Columbia at any time before such mortgagee conducts a foreclosure

sale (without the necessity of any instrument or agreement with or by Lessee),

this Lease and Lessee's rights hereunder shall be superior and prior in right to

the mortgage of which such mortgagee has the benefit, with the same force and

effect as if this Lease had been executed, delivered and recorded prior to the

execution, delivery and recording of such mortgage, subject, nevertheless, to

such conditions as may be set forth in any such notice or declaration.

 

Lessee agrees that in the event that any proceedings are brought for the

foreclosure or termination of any such mortgage, Lessee shall, whether the Lease

be superior or subordinate to the mortgage, at tom to the purchaser at such

foreclosure sale, if requested to do so by such purchaser, and Lessee agrees to

execute and deliver within ten (10) days after such request a confirmation of

such attornment. Lessee shall also recognize such purchaser as the Lessor under

this Lease. Lessee waives the provisions of any statute or rule of law, now or

hereafter in effect, which may give or purport to give Lessee any right to

terminate or otherwise adversely affect this Lease and the obligations of Lessee

hereunder in the event that any such foreclosure proceeding is prosecuted or

completed.

 

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If the Building, the Demised Premises or any part respectively thereof is

at any time subject to a mortgage or a deed of tug or other similar instrument,

and this Lease or the rents are assigned to such mortgagee, trustee or

beneficiary, and the Lessee is given written notice thereof, including the post

office address of such assignee, then Lessee may not terminate this Lease for

any default on the part of Lessor without first giving written notice by

certified or registered mail, return receipt requested, to such assignee.

Pursuant to the foregoing, Lessee is hereby notified that the current mortgage

is such an assignee and that the address of the current mortgagee is Monumental

Life Insurance Company, c/o Aegon USA Realty Advisors, Inc., 4333 Edgewood Road,

N.E., Cedar Rapids, Iowa. Every such notice under this paragraph shall specify

the default in reasonable detail, and afford such assignee a reasonable

opportunity (which shall not be less than thirty (30) days) to make performance,

at its election, for and on behalf of Lessor.

 

Lessee covenants as follows with each holder of a mortgage, which covenants

shall be for the benefit of and enforceable only by such mortgagee:

 

(a) Rent Paid in Advance. No beneficiary of any mortgage of all

or any part of the property of which the Demised Premises are a part, shall be

bound by any payment of Rent for more than one month in advance;

 

(b) No Amendment, Modification or Cancellation. No amendment,

modification or cancellation of this Lease shall be effective unless in

compliance, with the requirements of the current mortgagee;

 

(c) Not Bound by Lessor's Default. No beneficiary of any mortgage

of all or part of the property of which the Demised Premises are a part shall be

bound by any default of Lessor under this Lease or be responsible for any defect

in the Demised Premises or be responsible for any accrued liabilities of Lessor

under this Lease or be responsible for any refund or rebate owed to Lessee,

unless such beneficiary has received the funds that constitute such refund, or

for any work or improvement not completed by Lessor or any prior landlord;

 

(d) Non-recourse to Lessor. In the case of any foreclosure of the

lien of any mortgage, the rights and remedies of Lessee in respect of any

obligations of any successor landlord hereunder shall be non-recourse as to any

assets of such successor landlord other than its interest in the Demised

Premises;

 

(e) No Abatement. Lessee's obligation to pay Rent shall not be

subject to any abatement, deduction, counterclaim, or setoff as against any

mortgagee, or purchaser upon the foreclosure of any other mortgage or the

delivery of a deed in lieu thereof to or any other mortgagee, by reason of a

landlord default occurring prior to such foreclosure or the delivery of such

deed;

 

(f) No Duty to Cure Defaults. No beneficiary of any mortgage or

their successor in interest shall be obligated to cure existing defaults, other

than defaults of a continuing nature of which such beneficiary received notice,

and in respect of which Lessee

 

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afforded such beneficiary a reasonable cure period (which shall not be less than

thirty (30) days) following such notice;

 

(g) Return of Security Deposit. No beneficiary of any mortgage or

their successor in interest shall be obligated to return any security deposit

not actually received by such beneficiary or successor in interest;

 

(h) Payment of Rent. Lessee may pay Rent to the beneficiary of a

mortgage upon notice from such beneficiary that Lessor's license to collect Rent

has been revoked; and

 

(i) Notice to Lessee. Any notice delivered to Lessee by

beneficiary under a mortgage shall be valid if delivered to the Demised Premises

under the Lease.

 

31. CONDEMNATION

 

If the whole or a "substantial part of the Demised Premises" or the

Building is condemned or acquired in lieu of condemnation by any governmental

authority for any public or quasi-public use or purpose, then the term of this

Lease shall cease and terminate as of the date when title vests in such

governmental authority. Lessee shall have no claim against Lessor or the

condemning authority for any portion of the amount of the condemnation award or

settlement that Lessor claims as its damages arising from such condemnation or

acquisition, or for the value of any unexpired term of the Lease. Lessee may

make a separate claim against the condemning authority for a separate award for

the value of any of Lessee's tangible personal property and trade fixtures, for

moving and relocation expenses and for such business damages and/or

consequential damages as may be allowed by law, provided the same shall not

diminish the amount of Lessor's award.

 

If less than a "substantial part of the Demised Premises" is condemned or

acquired in lieu of condemnation by any governmental authority for any public or

quasi-public use or purpose, the rent shall be equitably adjusted on the date

when title vests in such governmental authority and the Lease shall otherwise

continue in full force and effect. For purposes of this section, a "substantial

part of the Demised Premises" shall be considered to have been taken if

twenty-five percent (25%) or more of the Demised Premises is condemned or

acquired in lieu of condemnation, or if less dm twenty five percent (25%) of the

Demised Premises is taken and the portion of the Demised Premises taken renders

the entire Demised Premises untenantable for the conduct of Lessee's business.

 

If twenty-five percent (25%) or more of the Building is condemned (whether

or not the Demised Premises shall have been condemned) and Lessor elects to

demolish the remainder of the Building, Lessor may elect to terminate this

Lease.

 

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32. RULES AND REGULATIONS

 

Lessee, its agents and employees shall abide by and observe the rules and

regulations attached hereto as Exhibit "C" and such other reasonable rules and

regulations as may be promulgated from time to time by Lessor for the operation

and maintenance of the Building, provided a copy thereof is sent to Lessee.

Nothing contained in this Lease shall be construed to impose upon Lessor any

duty or obligation to enforce such rules and regulations, or the terms,

conditions or covenants contained in any other lease as against any other

tenant, and Lessor shall not be liable to Lessee for violation of the same by

any other tenant, any other tenant's employees, agents, business invitees,

licensees, customers, clients, family members or guests.

 

33. RIGHT OF LESSOR TO CURE LESSEE'S DEFAULT

 

If Lessee defaults in the making of any payment to any third (3rd) party

required hereunder, or doing any act required to be made or done by Lessee

relating to the Demised Premises, then Lessor may, but shall not be required to,

make such payment or do such act, and the amount of the costs and expenses

thereof, if made or done by Lessor, plus an administrative fee of fifteen

percent (15%) of such costs and expenses, with interest on the total amount at a

rate equal to two (2) percentage points above the base rate or prime rate of

interest per annum as published from time to time in the Money Rates section of

the Wall Street Journal, accruing from the date paid by Lessor, shall be paid by

Lessee to Lessor and shall constitute additional Rent hereunder due and payable

by Lessee upon receipt of a written statement of costs from Lessor. The making

of such payment or the doing of such act by Lessor shall not operate to cure

Lessee's default, nor shall it prevent Lessor from the pursuit of any remedy to

which Lessor would otherwise be entitled.

 

34. LATE CHARGES

 

If any installments of Monthly Rent, additional Rent or other charges to be

paid by Lessee pursuant to this Lease are not actually received by Lessor within

five (5) days of the date such payment was due (inclusive of such due date),

Lessee shall pay to Lessor, as a late charge, five percent (5%) (per annum) of

such installment, additional Rent or other charge, and if any such installments

of Monthly Rent, additional Rent or other charges are not actually received by

Lessor within ten (10) days after the same becomes due and payable, they instead

shall bear interest at a rate (per annum) of the greater of. i) seven percent

(7%); or ii) a rate equal to one (1) percentage point above the then base rate

or prime rate of interest per annum as published from time to time in the Money

Rates section of the Wall Street Journal, either of the applicable rate accruing

from the date such installment or payment became due and payable to the date of

receipt of such payment thereof by Lessor. Such interest shall constitute

additional Rent due and payable to Lessor by Lessee upon the date of Lessor's

receipt of payment of the delinquent payment referenced above.

 

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35. BANKRUPTCY

 

If Lessee or any guarantor of this Lease shall become bankrupt or

insolvent, or file any debtor proceedings or if Lessee or any guarantor shall

take or have taken against either party in any court pursuant to any statute

either of the United States or of any court pursuant to any statute either of

the United States 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 Lessee's or any such guarantor's property, or if Lessee or any such

guarantor makes an assignment for the benefit of creditors, or petitions for or

enters into an arrangement, then this Lease shall terminate and Lessor, in

addition to any other rights or remedies it may have, shall have the immediate

right of reentry and may remove all persons and property from the Demised

Premises and such property may be removed and stored in a public warehouse or

elsewhere at the cost of, and for the account of Lessee, 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.

 

36. NO PARTNERSHIP

 

Nothing contained in this Lease shall be deemed or construed to create a

partnership or joint venture of or between Lessor and Lessee, or to create any

other relationship between the parties hereto other than that of Lessor or

Lessee.

 

37. NO REPRESENTATIONS BY LESSOR

 

Neither Lessor, or its Agent, or employees of Lessor has made any

representations or promises with respect to the Demised Premises or the Building

except as herein expressly set forth, and no rights, privileges, easements or

licenses are acquired by Lessee except as herein expressly set forth. Unless

specified in Exhibit "B", Lessee unconditionally accepts the Demised Premises

and the Building in their then "as is" condition (including but not limited to

the level of service provided by the Building's HVAC, electrical, or other

systems) as of the Occupancy Date. The Lessee has inspected the Demised Premises

and the Building and is aware of the current condition of both and of the

utilities and services currently available to the Demised Premises. Taking of

possession of the Demised Premises by Lessee shall be conclusive evidence that

the Demised Premises and the Building are in good and satisfactory condition at

the time of such taking of possession.

 

38. BROKER AND AGENT

 

Lessee represents and wan-ants to Lessor that, except for Woodmark

Commercial Services, LLC (the "Broker" who's fees, if any are owed, shall be

dictated by a written

 

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agreement entered into between Lessor and Broker separate from this Lease,)

Lessee has not employed any broker, finder or other person who may claim any

commission or fee, in carrying on the negotiations, or had any dealings with any

broker, finder or such other person relating to this Lease. Lessee shall

indemnify and hold Lessor harmless from and against any claim or claims for

brokerage or other commission, fee or amount arising from or out of any breach

of the foregoing representation and warranty by Lessee.

 

Lessor appoints and Lessee recognizes, until such time as Lessor otherwise

notifies Lessee in writing, R B Associates, Inc. as Lessor's management agent

(referred to in this Lease as "Agent") for the management and operations of the

Building including the issuance and receipt of all notices and the instituting

and processing all legal actions on behalf of Lessor under this Lease.

 

39. WAIVER OF JURY TRIAL

 

Lessor and Lessee hereby waive trial by jury in any action, proceeding or

counterclaim brought by either of the parties hereto against the other on or

with respect to any matter whatsoever arising out of or in any way connected

with this Lease, the relationship of Lessor and Lessee hereunder, Lessee's use

or occupancy of the Demised Premises, and/or any claim of injury or damage.

 

40. ENFORCEMENT OF LEASE

 

In the event that Lessor pursues or takes legal action in good faith, to

enforce against Lessee the performance of Lessee's obligations under this Lease,

then Lessee shall immediately reimburse Lessor for all costs and expenses,

including, without limitation, reasonable attorneys' fees, incurred by Lessor,

in such good faith pursuit.

 

41. NOTICES

 

All notices or other communications hereunder, except for service of

process, shall be in writing and shall be deemed duly given if. i) to Lessor, if

delivered by certified mail - return receipt requested, or by registered mail -

postage prepaid at, c/o R B Associates, Inc., attention: Real Estate Division,

1054 31/st/ Street, N.W., Suite 1000, Washington, DC 20007, with a copy to by

mail postage prepaid to Holland & Knight LLP, 2100 Pennsylvania Avenue, N.W.,

Suite 400, Washington, DC 20037, attention: Mr. Nelson F. Migdal, Esq.; and ii)

to lessee, if delivered by hand delivery, or by certified mail - return receipt

requested, or by registered mail - postage prepaid, at 1101 30/th/ Street, N.W.,

Suite 500, Washington, DC 20007, prior to the Occupancy Date and at the Demised

Premises thereafter. The party to receive notices and the place notices are to

be sent for either Lessor or Lessee may be changed by notice given pursuant to

the

 

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provisions of this section, however, the Lessee must receive Lessor's prior

written approval to make such a change.

 

42. ESTOPPEL CERTIFICATES

 

At any time and from time to time, upon not less than ten (10) days prior

written notice from Lessor or the Current Mortgagee, or any other mortgagee, to

Lessee, Lessee agrees to execute, acknowledge and deliver to Lessor or the

mortgagee requesting same an estoppel certificate containing such information

with respect to the status of this Lease as Lessor or such mortgagee may

reasonably request, including, but not limited to the following certifications:

i) that this Lease is unmodified and in full force and effect (or, if there have

been modifications, that the Lease is in full force and effect as modified and

stating the modifications); ii) the dates to which the Rent and other charges

hereunder have been paid by Lessee; iii) whether or not Lessor is in default in

the performance of any covenant, agreement or condition contained in this Lease,

and, if so, specifying each ` such default of which Lessee may have knowledge;

iv) the address to which notices to Lessee should be sent and, if Lessee is a

corporation, the name and address of its registered agent in the jurisdiction in

which the Building is located; and v) that Lessee has not paid Rent more than

thirty (30) days in advance. Any such statement delivered pursuant hereto may be

relied upon by any owner of the Building, any prospective purchaser of the

Building, any mortgagee or prospective mortgagee of the Building or of Lessor's

interest, or any prospective assignee of any such mortgage.

 

43. HOLDING OVER

 

In the event Lessee continues in possession of the Demised Premises without

Lessor's consent after the date of expiration of the term of this Lease or any

extension period thereof, Lessee shall, by virtue of this section of the Lease,

become a lessee by the month and hereby agrees to pay to Lessor (subject to

further increases thereafter) a Monthly Rent equal to twice the amount of the

Monthly Rent in effect during the last month of the term of this Lease as it may

have been extended. The month-to-month tenancy shall commence with the first

(1st) day next after the expiration of the ten-n of this Lease. Lessee as a

month-to-month tenant shall continue to be subject to all of the conditions and

covenants of this Lease, except as aforesaid with respect to Rent. Lessee shall

give to Lessor at least thirty (30) days written notice of any intention to quit

the Demised Premises. Lessee shall be entitled to thirty (30) days written

notice to quit the Demised Premises, except in the event of nonpayment of the

modified Monthly Rent in advance or breach of any other covenant or provision of

this Lease, in which event Lessee shall not be entitled to any notice to quit,

the usual thirty (30) days notice to quit being hereby expressly waived.

 

In the event Lessee holds over after the expiration of the term of the

Lease or extension period thereof, and Lessor desires to regain possession of

the Demised Premises promptly at the expiration of the term of this Lease or

extension period thereof, then at any time prior to Lessor's

 

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acceptance of modified Monthly Rent from Lessee as a month to month tenant

hereunder, Lessor, at its option, may notify Lessee of Lessor's desire to so

regain possession and may forthwith reenter and take possession of the Demised

Premises without process, or by any legal process in force in the jurisdiction

in which the Building is located.

 

44. RIGHTS RESERVED BY LESSOR

 

In addition to any and all other rights of Lessor hereunder and in law,

Lessor shall have the following rights, exercisable without notice to Lessee,

without liability for damage or injury to property, person or business and

without effecting an eviction, constructive or actual, or disturbances or

Lessee's use or possession of the Demised Premises or giving rise to any claim

for set-off, abatement of rent or otherwise:

 

(A) To change the Building's name or street address (without any

responsibility to Lessee for any resulting costs, such as changing stationary);

 

(B) To affix, maintain and remove any and all signs on the exterior and

interior of the Building; except any signs that may have been approved under the

section of this Lease entitled "signs and advertisements";

 

(C) To designate and approve: i) prior to installation, all window shades,

blinds, drapes, awnings, window ventilators, lighting and other similar

equipment to be installed by Lessee; or ii) the placement of any personal

property of Lessee that may be visible from the exterior of the Demised Premises

or the Building;

 

(D) To decorate and make repairs, alterations, additions and improvements,

whether structural or otherwise, in, to and about the Building and any part

thereof, and, during the continuance of any of such work, to temporarily close

doors, entry ways, and common areas in the Building and to temporarily interrupt

or suspend Building services and facilities, all without affecting Lessee's

obligations hereunder;

 

(E) To grant to anyone the exclusive right to conduct any business or

render any service in the Building, provided Lessee is not thereby excluded from

uses expressly permitted herein;

 

(F) To alter, relocate, reconfigure and reduce the common areas of the

Building, as long as the Demised Premises remains reasonably accessible; and

 

(G) To alter, relocate, reconfigure, reduce and withdraw the common areas

located inside or outside the Building, including parking and access roads, as

long as the Demised Premises remain reasonably accessible; to establish, modify

and enforce reasonable rules and regulations with respect to the common areas;

to enter into, modify and terminate easements and other agreements pertaining to

the use and maintenance of the common areas; to close all or any portion of the

common areas to such extent as may, in the opinion of Lessor, be necessary to

prevent a dedication thereof or the accrual of any rights to any person or to

the public therein; to

 

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close temporarily any or all portions of the common areas; to change the size,

location, elevation and nature of any of the common areas; to utilize portions

of the common areas for entertainment, displays, kiosks, carts, and booths; and

to do and perform such other acts in and to said areas and improvements as, in

Lessor's sole judgment, Lessor shall determine to be advisable.

 

45. COVENANTS OF LESSOR

 

Lessor covenants that it has the right to make this Lease for the term of

the Lease aforesaid. Further, Lessor covenants that if Lessee shall pay the Rent

and shall perform all of the covenants, agreements and conditions specified in

this Lease to be performed by Lessee, Lessee shall, for the term of the Lease,

freely, peaceably and quietly occupy and enjoy the full possession of the

Demised Premises without molestation or hindrance by Lessor, its Agent or

employees, subject, however, to the section of this Lease entitled

"Subordination." Entry into the Demised Premises for inspections, repairs,

alterations, improvements and installations by Lessor, its agents, employees or

contractors pursuant to the section of this Lease entitled "Inspections, Repairs

and Installations" and the exercise by Lessor of Lessor's rights reserved in the

section of this Lease entitled "Rights Reserved by Lessor" shall not constitute

a breach by Lessor of this covenant, nor entitle Lessee to any abatement or

reduction of rent. In addition, any activities of Lessor, whether in the form of

renovation, redecoration or rehabilitation of any area of the Building,

including the lobby, and any of the surrounding public spaces by Lessor or in

the form of organized activities, public or private, shall not be deemed

violation by Lessor of Lessor's covenant of quiet enjoyment benefiting Lessee.

 

46. LIEN FOR RENT (Intentionally Omitted)

 

47. EFFECTIVFNESS OF LEASE

 

The furnishing of the form of this Lease by Lessor shall not constitute an

offer to or option of Lessee and this Lease shall become effective upon and only

upon its execution by both parties hereto.

 

48. TRASH SORTING AND ENVIRONMENTAL LAWS

 

Lessee covenants and agrees, at its sole cost and expense, to comply with

all present and future laws, orders, and regulations of the District of

Columbia, federal, municipal, and local governments, departments, commissions,

agencies and boards regarding the collection, sorting, separation, and recycling

of garbage, trash, rubbish and other refuse (collectively, "Trash.") Lessee

shall sort and separate its Trash into such categories as are provided by law.

Each separately sorted category of Trash shall be placed in separate receptacles

as directed by Lessor.

 

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Lessor reserves the right to refuse to collect or accept from Lessee any Trash

that is not separated and sorted as required by law, and to require Lessee to

arrange for such collection at Lessee's sole cost and expense, utilizing a

contractor satisfactory to Lessor. Lessee shall pay all costs, expenses, fines,

penalties, or damages that may be imposed on Lessor or Lessee by reason of

Lessee's failure to comply with the provisions of this Section 48, and, at

Lessee's sole cost and expense, shall indemnify, defend and hold Lessor harmless

(including legal fees and expenses) from and against any actions, claims, and

suits arising from such noncompliance, utilizing counsel reasonably satisfactory

to Lessor.

 

Lessee shall not use any portion or all of the Building or the Demised

Premises for the generation, treatment, storage or disposal of "hazardous

materials," "hazardous waste," "hazardous substances," or "oil" (collectively,

"Materials") as such terms are defined under the Comprehensive Environmental

Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as

amended, the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901 et

seq., as amended, and any and all other "environmental statutes" which regulate

the use of hazardous and/or dangerous substances, and the regulations

promulgated thereunder and any and all state and local laws, rules and

regulations, without the express prior written consent of Lessor, and then only

to extent that the presence and/or discharge of the Materials is: i) properly

licensed and approved by all appropriate governmental officials and in

accordance with all applicable laws and regulations; and ii) in compliance with

any terms and conditions stated in said prior written approval by the Lessor.

Lessee may use such Materials in the ordinary course of business, provided that

such use is in accordance with all applicable statutes, laws, rules and

regulations, and any manufacturer instructions; and provided further that Lessee

may not discharge any Materials except as provided by applicable statutes, laws,

rules and/or regulations, and specifically may not discharge any Materials in

any public sewer or any drain and/or drainpipe leading or connected thereto.

Lessee shall promptly give written notice to Lessor of any communication

received by Lessee from any governmental authority or other person or entity

concerning any complaint, investigation or inquiry regarding any use or

discharge (or alleged use or alleged discharge) by Lessee or any Materials.

Lessor shall have the right (but not the obligation) to conduct such

investigations or tests (or both) as Lessor shall deem necessary with respect to

any such complaint, investigation or inquiry, and Lessee, at its expense, shall

take such action (or refrain from taking such action) as Lessor may request in

connection with such investigations and tests by Lessor. Lessee shall indemnify,

defend (with counsel selected by Lessor), and hold Lessor harmless from and

against any such improper use or discharge (or both) by Lessee, including any

costs of all necessary clean-up activities occasioned by Lessee's actions,

whether during the term or after termination of this Lease.

 

49. PARKING

 

So long as the Lessee is not in default of the Lease or any applicable

rules and regulations which apply to the garage; then during the term of the

Lease, the Lessee shall be entitled to contract for four (4) unreserved parking

spaces in the Building's parking garage at prevailing market rates.

 

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50. RECORDATION

 

Lessee shall not record this Lease or any memorandum thereof without

the prior written consent of Lessor. All fees, costs, taxes and expenses in

connection with Lessee's filing and recording of this Lease or any memorandum

thereof shall be the sole obligation of Lessee. Lessor may condition its consent

to any request by requiring that only a memorandum of lease be filed and

recorded, such memorandum to exclude information as to the amount of Rent

specified in this Lease.

 

51. GENDER

 

Feminine or neuter pronouns shall be substituted for those of the

masculine form, and the plural shall be substituted for the singular number, in

any place or places herein in which the context may require such substitution or

substitutions.

 

52. BENEFIT AND BURDEN

 

The terms and provisions of this Lease shall be binding upon and shall

inure to the benefit of the parties hereto and each of their respective

representatives, successors and permitted assigns. Lessor may freely and fully

assign its interest hereunder. In the event of any sale or transfer of the

Building by operation of law or otherwise by the party named as Lessor hereunder

(or any subsequent successor, transferee or assignee), then said party, whose

interest is thus sold or transferred shall be and is completely released and

forever discharged from and with respect to all covenants, obligations and

liabilities as Lessor hereunder after the date of such sale or transfer.

 

In the event Lessor shall be in default under this Lease, and if as a

consequence of such default, Lessee shall recover a money judgement against

Lessor, such judgement shall be satisfied only out of the proceeds of sale

received upon execution of such judgement against the right, title and interest

of Lessor in the Building as the same may then be constituted and encumbered and

Lessor shall not be liable for any deficiency. In no event shall Lessee have the

right to levy execution against any property of Lessor other dm its interests in

the Building. In no event shall any personal judgment lie against any partner in

Lessor or any officer, director, shareholder, or trustee in any partnership or

corporation which is a partner in Lessor.

 

53. GOVERNING LAW

 

This Lease and the rights and obligations of Lessor and Lessee

hereunder shall be governed by the laws of the District of Columbia.

 

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54. SAVINGS CLAUSE

 

If any provision of this Lease or the application thereof to any person

or circumstance is to any extent held invalid, then the remainder of this Lease

or the application of such provision to persons or circumstances other than

those as to which it is held invalid shall not be affected thereby, and each

provision of the Lease shall be valid and enforced to the fullest extent

permitted by law.

 

55. CORPORATE LESSEE

 

If Lessee is or will be a corporation, the persons executing this Lease

on behalf of Lessee hereby consent, represent and wan-ant that Lessee is a duly

incorporated or a duly qualified (if a foreign corporation) corporation and

authorized to do business in the District of Columbia; and that the person or

persons executing this Lease on behalf of Lessee is an officer or are officers

of Lessee, and that they as such officers are duly authorized to sign and

execute this Lease. Simultaneously with the execution and delivery of this Lease

by Lessee to Lessor, Lessee shall deliver to Lessor documentation satisfactory

to Lessor evidencing Lessee's compliance with the provisions of this section.

Further, Lessee agrees to promptly execute all necessary and reasonable

applications or documents confirming such registration as requested by Lessor or

its representatives required to permit the issuance of necessary permits and

certificates for Lessee's use and occupancy of the Demised Premises. Any delay

or failure by Lessee in submitting such application or document so executed

shall not serve to delay the Commencement Date or delay or waive Lessee's

obligations to pay Rent hereunder. Lessee, if a corporation, states that its

registered agent in the District of Columbia is _______________________________,

having an address at ___________________________ and that it is a corporation in

good standing in the District of Columbia.

 

56. JOINT AND SEVERAL LIABILITY

 

If two (2) or more individuals, corporations, partnerships or other

business associations (or any combination of two (2) or more thereof) shall sign

this Lease as Lessee, the liability of each of them shall be joint and several.

In like manner, if Lessee named in this Lease shall be a partnership or other

business association the members of which are, by virtue of statute or general

law, subject to personal liability, the liability of each of such member shall

be joint and several.

 

57. BUSINESS DAY/WORKING DAY

 

The terms "business day" and/or "working day" are terms describing each

calendar day Monday through Friday (from 8:00 a.m. to 6:00 p.m.) and Saturday

(from 9:00 a.m. to 1:00 p.m.)

 

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except any holiday identified specifically or generically in the section of this

Lease entitled, "Services and Utilities" falling on one (1) of such calendar

days.

 

58. ENTIRE AGREEMENT

 

(A) This Lease, together with the Exhibits attached hereto and made a

part hereof, contains and embodies the entire agreement of the parties hereto,

and no representations, inducements, or agreements, oral or otherwise, between

the parties not contained and embodied in this Lease and said Exhibits shall be

of any force or effect, and the same may not be modified, changed or terminated

in whole or in part in any manner other than by an agreement in writing duly

signed by all parties hereto.

 

(B) The Lessee and the Lessor agree, understand, and acknowledge that

the Lease has been freely negotiated by both parties; and that in any

controversy, dispute, or contest over the meaning, interpretation, validity, or

enforceability of this Lease, or any of its terms and conditions, there shall be

no inference, presumption, or conclusion drawn whatsoever against either party

having drafted this Lease or any portion thereof.

 

59. LESSEE'S REPRESENTATIONS

 

The financial information and references submitted by Lessee are made a

part of this Lease and has been an inducement for the Lessor to lease the

Demised Premises to the Lessee under the terms herein. If any of the

representations contained in that financial information or references are

discovered at any time to be misleading, incorrect or untrue, Lessor has the

right to cancel this Lease and repossess the Demised Premises according to any

remedy provided by law. Lessor may also recover from the Lessee any loss or

damages (including Rent for the full term hereunder) which the Lessor may have

suffered from such misrepresentation.

 

60. HEADINGS

 

The captions, section numbers, and table of contents appearing in this

Lease are included only as a matter of convenience and in no way define, limit,

or describe the scope of intent of such sections of this Lease, nor in any way

affect this Lease.

 

61. RIGHT-TO-RELOCATE

 

(A) Lessee shall have the right to relocate to other office spaces and

simultaneously terminate this Lease at and during the specified time periods set

forth in this section 61, however, expressly subject to each of the following

conditions:

 

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1. the effective dates of the termination option are only during the

period of time after completion of the first (1/st/) six (6) months of the first

(1) Lease-Year and ending six (6) months prior to the Termination Date, and

 

2. during the time period immediately above in 61 (A)i, the Lessee

entering into a new lease for other office space within the Building or Lessor's

affiliated property, Canal Square located @ 1054 31/st/ Street, N.W.,

Washington, DC; and such lease contains: (a) "basic terms" and conditions

contained within the Lessor's Standard lease; and (b) "business terms" which

reflect a "market rent."

 

(B) The Lessee's right to relocate to other office space and simultaneously

terminate this lease as specified above shall be null and void and of no force

and effect unless at the time above specified: i) for exercising such option

each and every one of the following conditions precedent shall have been fully

satisfied: (a) Lessee's notice to terminate was received by Lessor within the

applicable period of time specified above (b) the Lease shall be in full force

and effect; (c) Lessee shall not be in default (beyond any notice anducure

provisions) in the performance or observance of any of the terms herein; and ii)

as the effective date of Lease termination. Lessee shall not be in default

(beyond any notice and cure provisions) in the performance or observance of any

of the terms herein. Upon Lessor's reasonable satisfaction that all of the above

conditions have been fulfilled by the Lessee, the Lease, shall be deemed

terminated.

 

62. RIGHT-TO-MATCH

 

(A) Provided that Lessee is not then in default of the Lease and is then in

occupancy of the entire Demised Premises then solely during the period

commencing on the first (1/st/) annual anniversary of the Commencement Date and

ending six (6) months prior to the Termination Date, Lessee shall have an

ongoing right to match or exceed any offer the Lessor may receive from: i) a

non-Lessor affiliated entity; or ii) any party which lesses the space prior to

the first (1/st/) annual anniversary of the commencement date; to lease the

adjacent premises known as Suite #250 as shown on Exhibit "A" ("Available

Space"). The Available Space shall be offered to, and accepted (if at all) by

Lessee on the terms and conditions as shall be set forth in such offer

aforementioned to lease that Lessor may receive as to such Available Space

("Lessor's Offer".)

 

(B) Lessee shall give to Lessor, written notice of Lessee's exercise of its

option to so lease the Available Space within five (5) business days after the

date on which Lessor gives Lessor's Offer to Lease. If Lessee shall fail to

exercise its option to lease the Available Space within said five (5) business

days after the date on which Lessor's Offer is so given by Lessor, then Lessor

shall be free to offer to lease such Available Space to others and Lessee's

right to lease said Available Space shall be void and of no force or effect for

ever more and Lessor may lease said Available Space to others upon such terms

and for such periods as shall be acceptable to Lessor (it being agreed that time

shall be of the essence in Lessee's delivery of the aforesaid, Lessor will rely

to its detriment on Lessee's failure to give such written notice.)

 

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(C) Within ten (10) days (subject to written extension by Lessor) after the

date Lessee gives written notice to Lessor of the exercise of Lessee's option

hereunder, Lessor and Lessee shall execute an amendment to this Lease (or, at

Lessor's option, a new lease as to said Available Space) setting forth the terms

set forth in Lessor's Offer as to the Available Space (or with respect to a new

lease as to said Available Space, setting forth the terms in Lessor's Offer as

to the Available Space and in all other respects identical to this Lease.) If

Lessee shall fail due to no fault of Lessor to execute said Lease Amendment (or

said new lease, as the case may be) for the Available Space within such ten (10)

days period (as the same may be extended as aforesaid), and deliver said

document with any required securitization therewith, then the exercise by Lessee

of Lessee's option herein is automatically cancelled and of no force or effect

and Lessor shall be free to offer to lease and to lease such Available Space to

others upon such terms and conditions as shall be acceptable to Lessor, and to

hold Lessee liable for any damages to Lessor from such cancellation.

 

(D) Nothing set forth in this paragraph shall be construed to give Lessee a

superior right to lease the Available Space or any other space in the Building

that is leased to another tenant and that is subject to any written option on

the part of such other tenant to renew or extend the term thereof. Any lease of

Available Space entered into pursuant to the terms of this section 62 shall be

effective upon the date of the amendment to this Lease (or upon the date of such

new lease, as the case may be) and the term thereof and the obligation to pay

rental thereunder shall commence upon the date determined pursuant to the

provisions of Lessor's Offer, as set forth in such amendment or new lease.

During the period of time that any Lessor's Offer is outstanding, Lessor may

proceed with negotiations with prospective tenants other than Lessee with

respect to any or all of the Available Space in question. Lessee may only take

Available Space hereunder in whole but not in part.

 

[Signatures, Notaries, and Exhibits Follow]

 

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IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be

signed in their names by their duly authorized representatives and delivered as

their act and deed, intending to be legally bound by its terms and provisions.

 

WITNESS: LESSOR: Waterfront Center Limited Partnership

 

By: The Waterfront Corporation, its General Partner

 

By: /s/ Richard D. Bernstein

___________ __________________________________

Date:

 

LESSEE: InPhonic.com, Inc.

 

By: /s/ David A. Steinberg

__________________________________

Name:

Title:

 

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<PAGE>

 

Acknowledgment of Corporate Lessee

 

State of ______________________________

 

ss:

County of______________________________

 

 

I, Joyce Richardson the Notary Public indicated below, in and for the

jurisdiction aforesaid, acknowledge that the person satisfactorily proven to

me to be David Steinberg, and is the President of the Lessee named in the

foregoing and annexed Lease, who executed the foregoing instrument on behalf of

Lessee as said Lessee's free act and deed for the purpose therein contained.

 

WITNESS my hand and official seal this ___ day of ___________________,

20___.

 

/s/ Joyce Richardson

______________________________

Notary Public - signature

 

(Notarial Seal)

 

My Commission Expires: 10/31/02

 

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<PAGE>

 

EXHIBIT A

 

FLOOR PLAN OF DEMISED PREMISES

 

[FLOOR PLAN]

 

A-1

 

<PAGE>

 

EXHIBIT "B"

 

PREMISES IMPROVEMENTS

 

(A) The work to be provided by Lessor at no additional cost to Lessee (the

"Improvements") shall be as follows:

 

1. Paint all vertical walls in Lessor's Building Standard white

except that, the Lessor will paint the vertical walls of one (1) office in a

different, reasonable color of the Lessee's reasonable choice;

 

2. Install new carpet in all currently carpeted areas in one (1)

color of Lessee's choice from Lessor's Building Standard selections, except

that, the Lessor will install carpet in one (1) office in a different,

reasonable color of the Lessee's reasonable choice from Lessor's Building

Standard selections;

 

3. Demolish one (1) wall where shown on Exhibit "A" and re-build

resulting office entrance as required;

 

1. Add weather stripping around suite entry door; and

 

2. fix ceiling tile and lighting as required.

 

Except for the work set forth above in this Exhibit "B", Lessee accepts

possession of the Demised Premises and Building in their "as-is" condition

existing on the Lease date. Lessor reserves the right to reasonably modify the

above if field conditions require such modification. In the case where

significant modification is required, the Lessor will notify the Lessee of such

modification. All Improvements shall be of Lessor's Building Standard unless

otherwise noted.

 

(B) In addition to the Improvements as detailed above, the Lessee may, at

its sole cost and expense (and if started prior to Lessor's work to complete the

Improvements above in this Exhibit B, so long as same does not interfere with

the Lessor's work to complete the Improvements above in Section (A) of this

Exhibit B) be permitted to install the following Improvements (and which shall

be subject to Lessor's reasonable prior written approval of final details):

 

1. hardwood floors in reception area and hallway;

 

2. built-in work stations in the interior conference room; and

 

3. additional electrical outlets.

 

B-1

 

<PAGE>

 

EXHIBIT "C"

 

Rules and Regulations

 

The following rules and regulations have been formulated for the safety and

well-being of all the lessees of the Building. Any violation of these rules and

regulations by any lessee which continues after notice from Lessor shall be

sufficient cause for termination, at the option of Lessor, of the Lessee's

lease. Lessor may, upon request by any Lessee, waive the compliance by such

Lessee of any of the following rules and regulations, provided that: i) no

waiver shall be effective unless signed by Lessor or Lessor's authorized agent;

ii) any such waiver shall not relieve the Lessee from the obligation to comply

with such rule or regulation in the future unless expressly consented to, in

writing by Lessor; and iii) no waiver of a rule or regulation granted to any

lessee shall relieve any other lessee from the obligation unless such other

lessee has received a similar waiver in writing from Lessor.

 

1. The sidewalks, entrances, passages, courts, elevators, vestibules,

stairways, corridors or halls or other parts of the Building not occupied by any

Lessee (hereinafter "Common Areas") shall not be obstructed or encumbered by any

lessee or used for any purpose other than ingress and egress to and from the

Lessee's Demised Premises. Lessor shall have the right to control and operate

the Common Areas, and the facilities furnished for the common use of the Lessee

in such manner as Lessor, in its sole discretion, deems best for the benefit of

the Lessees generally. No lessee shall permit the visit to its Demised Premises

of persons in such number or under such conditions as to interfere with the use

and enjoyment by other lessees of the Common Areas.

 

2. No awnings or other projections shall be attached to the outside walls of

the Building. No drapes, blinds, shades or screens shall be attached to or hung

in, or used in connection with, any window or door of a lessee's Demised

Premises.

 

3. No sign, advertisement, notice or other lettering or material(s) shall be

exhibited, inscribed, painted or affixed by any lessee on any part of the

outside or inside of the Lessee's Demised Premises, the Building or elevators.

In the event of the violation of the foregoing by any lessee, Lessor may remove

same without any liability, and may charge the expense incurred by such removal

to the lessee or lessees violating this rule. All interior signs on the doors

and directory table shall be inscribed, painted or affixed for each lessee by

Lessor at the expense of such lessee, and shall be of a size, color and style

acceptable to Lessor.

 

4. No show cases or other articles shall be put in front of or affixed to any

part of the exterior of the Building, nor placed in the Common Areas.

 

5. The water and wash closets and other plumbing fixtures shall not be used

for any purposes other than those for which they were constructed, and no

sweepings, rubbish, rags or other substances shall be thrown or placed therein.

All damages resulting from any misuse of the fixtures shall be borne by the

lessee whose employees, agents, visitors or licensees shall have caused the

same.

 

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6. There shall be no marking, painting, drilling into or other form of

defacing or damage of any part of a lessee's Demised Premises or the Building.

No boring, cutting or stringing of wires shall be permitted. No lessee shall

construct, maintain, use or operate within its Demised Premises or elsewhere

within or on the outside of the Building, any electrical device, wiring or

apparatus in connection with a loud speaker system or other sound system. Lessor

will, however, permit a Lessee to install muzak or other internal music system

within the Lessee's Demised Premises if the music system cannot be heard outside

of the Demised Premises.

 

7. No Lessee shall make or permit to be made any disturbing noises or disturb

or interfere with the occupants of the Building or neighboring Buildings or

premises or those having business with them, whether by the use of any musical

instrument, radio, tape recorder, whistling, singing or any other way. No Lessee

shall throw anything out of the doors or windows, off the balconies or down the

corridors or stairs.

 

8. No bicycles, vehicles or animals, birds or pets of any kind shall be

brought into or kept in or about a Lessee's Demised Premises. No cooking shall

be done or permitted by any Lessee on its Demised Premises, except that, with

Lessor's prior written approval, a lessee may install and operate for the

convenience of its employees, a lounge or coffee room with microwave oven, sink

and refrigerator. No lessee shall cause or permit any unusual or objectionable

odors to originate from its Demised Premises. Each lessee shall be obligated to

maintain sanitary conditions in any area approved by the Lessor for food and

beverage preparation and consumption.

 

9. No space in or about the Building shall be used by any Lessee for the

manufacture, storage, or sale or auction of merchandise, goods or property of

any kind.

 

10. No flammable, combustible, explosive, hazardous or toxic fluid, chemical or

substance shall be brought into or kept upon a lessee's Demised Premises.

 

11. No additional locks or bolts or alarms of any kind shall be placed upon any

of the doors or windows by any lessee, nor shall any changes be made in existing

locks or the mechanism thereof. The doors leading to the Common Areas shall be

kept closed during business hours except as they may be used for ingress and

egress. Each lessee shall, upon the expiration or termination of its tenancy,

return to Lessor all keys or codes used in connection with its, Demised

Premises, including any keys or codes to the Demised Premises, to rooms and

offices within the Demised Premises, to storage rooms and closets, to cabinets

and other built-in furniture, and to toilet rooms whether or not such keys or

codes were furnished by Lessor or procured by Lessee, and in the event of the

loss of any such keys and the codes for any alarms, such lessee shall pay to

Lessor the cost of replacing the locks. On the expiration or termination of a

lessee's lease, the lessee shall disclose to Lessor the combination of all locks

for safes, safe cabinets and vault doors and the codes for any alarms, if any,

remaining in the Demised Premises.

 

12. All deliveries and removals, or the carrying in or out of any safes,

freight, furniture or bulky matter or material of any description, must take

place in such manner and during such hours as Lessor may require. Lessor

reserves the right to inspect all freight, furniture or bulky

 

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matter or materials to be brought into the Building and to exclude from the

Building all or any of such which violates any of these rules and regulations or

the Lease.

 

13. Any person employed by Lessee to do janitorial work within the Demised

Premises must obtain Lessor's written consent prior to commencing such work, and

such person shall, while in the Building and outside of said Demised Premises,

comply with all instructions issued by the superintendent of the Building. No

lessee shall engage or pay any employees on the Lessee's Demised Premises,

except those actually working for such lessee on said Demised Premises.

 

14. Any person(s) or company supplying spring water, ice, coffee, soft drinks,

towels, or other like merchandise or service shall follow Lessor's directions

for delivering same. Lessor has the right to prohibit entry to the Building by

such person(s) or company who does not follow Lessor's directions.

 

15. Lessor shall have the right to prohibit any advertising by any Lessee

which, in Lessor's sole opinion, tends to impair the reputation of the Building

or its desirability as a Building for offices, and upon written notice from

Lessor, such lessee shall refrain from or discontinue such advertising.

 

16. Lessor reserves the right to exclude from the Building at all times any

person who is not known or does not properly identify himself to the Building

management or its agents. Lessor may at its option require all persons admitted

to or leaving the Building between the hours of 6:00 p.m. and 8:00 a.m., Monday

through Friday, and at all times on Saturdays, Sundays and holidays, to

register. Each Lessee shall be responsible for all persons for whom it

authorizes entry into the Building, and shall be liable to Lessor for all acts

of such persons.

 

17. Each Lessee, before closing and leaving its Demised Premises at any time,

shall assure that all lights are turned off and access to the Demised Premises

is locked.

 

18. The requirements of Lessees will be attended to only upon application at

the office of the Building. Building employees shall not perform, and shall not

be requested by any Lessee to perform, any work or do anything outside of their

regular duties, unless under special instructions from the Building management.

 

19. Canvassing, soliciting and peddling in the Building is prohibited and each

Lessee shall cooperate to prevent the same.

 

20. No water cooler, plumbing or electrical fixtures shall be installed by the

Lessee without Lessor's prior written consent.

 

21. There shall not be used in any space, or in the Common Areas of the

Building, either by any Lessee or by jobbers or others in the delivery or

receipt of merchandise, any hand trucks, except those equipped with rubber tires

and side guards.

 

22. Mats, trash or other objects shall not be placed in the Common Areas.

 

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23. Lessor shall not maintain or repair suite finishes or fixtures which are

non-standard, including, but not limited to, kitchens, bathrooms, wallpaper, and

special lights.

 

24. No space demised to any lessee shall be used, or permitted to be used, for

lodging or sleeping or for any illegal purpose.

 

25. Employees of Lessor other than those expressly authorized are prohibited

from receiving any packages or other articles delivered to the Building for any

lessee and, should any such employee receive any such package or article, he or

she in so doing shall be the agent of such lessee and not Lessor.

 

26. No Lessee shall install or permit or allow installation of a television

antenna in the windows or upon the exterior of its Demised Premises or the

Building.

 

27. No Lessee shall tie in, or permit others to tie in, to the electrical or

water supply of the Building without prior written consent of the Building

management.

 

28. No Lessee shall remove, alter or replace the Building standard ceiling,

light diffusers or air conditioning terminals in any portion of its Demised

Premises without the prior written consent of Lessor.

 

29. No vending machines shall be permitted to be placed or installed in any

part of the Building by any lessee. Lessor reserves the right to place or

install vending machines in any of the Common Areas of the Building.

 

30. No lessee shall place, or permit to be placed, on any part of the floor or

floors of the space demised to such lessee a load exceeding the floor load per

square foot which such floor was designed to carry and which is allowed by law.

 

31. Lessor reserves the right to specify where in the space demised to any

Lessee business machines and mechanical equipment shall be placed or maintained

in order, in Lessor's judgment, to absorb and prevent vibration, noise, and

annoyance to other Lessees of the Building.

 

32. Lessor reserves the right to rescind, amend, alter or waive any of the

foregoing rules and regulations at any time when, in its sole judgment, it deems

it necessary, desirable or proper for its best interest and for the best

interests of the lessees, and no such rescission, amendment, alteration or

waiver or any rule or regulation in favor of one Lessee shall operate as an

alteration or waiver in

 

EXHIBIT "E"

 

Certificate as to Resolution of the

Board of Directors and Incumbency

 

C-4

 

<PAGE>

 

The undersigned, David Steinberg hereby certifies to Waterfront Center

Limited Partnership, that they are the duly elected Board, of InPhonic, Inc.,

a __________________ corporation (the "Corporation"), and

that, as such, they are authorized to execute this Certificate on behalf of the

Corporation, and further certifies that:

 

(a) The following resolution was adopted on the 8th day of February, 2000

by the unanimous consent of the Board of Directors of the Corporation and duly

filed with the minutes of the Corporation:

 

"RESOLVED, that David Steinberg, the President and CEO of the Corporation, be

and is hereby authorized and directed for and on behalf of the Corporation to

executive, acknowledge, seal and deliver that certain lease ( the "Lease")

between Waterfront Center Limited Partnership, as Lessor, and the Corporation,

as Lessee, demising certain space known as suite #215 and located at 1010

Wisconsin Avenue, N. W., Washington, DC, upon the terms and conditions set forth

in the Lease, a copy of which is attached hereto and incorporated by reference

herein".

 

(b) The person hereinabove named is the now duly elected, qualified and acting

______________ of the Corporation, and their signature appearing opposite their

name is their true and genuine signature.

 

President and CEO /s/ David Steinberg

_____________________ _________________________

Title of Officer Signature of Officer

 

 

Witness the signature of the undersigned and the seal of the Corporation this

___ day of ________________, 20___

 

 

 

[Corporate Seal] ___________________

 

<PAGE>

 

FIRST ADDENDUM TO INPHONIC.COM, INC. LEASE FOR SPACE AT 1010 WISCONSIN

AVE SUITE 215 WASHINGTON, D.C.

 

WHEREAS, the Lessee is unable to tender the Letter of Credit simultaneous

with the execution of this Lease.

 

WHEREAS, the Lessor has agreed to delay receipt of the Letter of Credit

provided that the Letter of Credit as required under Lease is received no later

than March 31, 2000.

 

NOW THEREFORE, in consideration of the parties' mutual promises contained

herein, the parties agree that:

 

1. The Lessee shall deliver to the Lessor a Letter of Credit as required

under the Lease in the sum of $20,000.00, or the same amount in certified funds

on or before March 31, 2000, in satisfaction of Lessee's obligations under

paragraph 5(A) of the Lease.

 

2. The Lessee, simultaneously with the execution of the Lease and this

First Addendum to InPhonic.com Lease, shall wire to Lessor the sum of $20,766.68

to Lessor's account at Bank of America, route number 054000551, account number

002080103070, which represents the two payments of $15,575.01 and $5,191.67 as

required under the Lease. In the event that the Lessee fails to deliver the

Letter of Credit or funds as specified in paragraph one (1) above, then the

Lessor, at its option, may elect to terminate the Lease in its entirety and

retain the two payments tendered by Lessee in the sum of $15,575.01 and

$5,191.67, as liquidated damages, and Lessor and Lessee shall have no further

obligations under the Lease.

 

3. To the extent that anything in this Addendum conflicts with any Lease

provision, the terms of this Addendum shall take precedence over the Lease

terms. All other terms of the Lease shall remain in full force and effect.

 

4. Lessor and Lessee agree that rent payments shall commence on March 1,

2000, provided the Landlord is able to tender possession on that date.

Nevertheless, Lessee shall not be entitled to take possession of the Premises

until it delivers an acceptable Letter of Credit to the Lessor. Lessor shall not

unreasonably withhold its acceptance of the Letter of Credit and shall in good

faith and promptly notify Lessee of any reasonable changes it may require.

 

LESSOR: LESSEE:

 

/s/ Richard Bernstein /s/ David Steinberg

___________________________ ___________________________

 

<PAGE>

 

ADDENDUM NUMBER TWO TO LEASE

 

This Addendum Number Two to Lease (the "Addendum") is made and entered into

this 24th day of April 2000, by and between Waterfront Center Limited

Partnership (the "Lessor") and InPhonic.com, Inc., a Delaware corporation (the

"Lessee").

 

W I T N E S S E T H

 

WHEREAS, by that certain Lease Agreement dated February 17, 2000, between

the Lessor and the Lessee as modified by that certain Addendum Number One to

Lease dated March 1, 2000 (both such documents, hereinafter referred to as the

"Lease"), the Lessor leased to Lessee approximately 2,492 square-feet of area

located on the second (2nd) floor of the office building located at 1010

Wisconsin Avenue, N.W., Washington, DC (such area hereinafter referred to as the

"Demised Premises" and such office building hereinafter referred to as the

"Building");

 

WHEREAS, Lessee desires to expand the Demised Premises and Lessor is

willing to expand the Demised Premises;

 

WHEREAS, the parties desire to extend the term of the Lease; and