LEASE AGREEMENT 421: ADVANCED EXHIBITS FOR THE AGGRESSIVE PRO-LANDLORD OFFICE LEASE $99.95

SCHEDULE OF EXHIBITS

EXHIBIT A—SITE PLAN

EXHIBIT B—WORK LETTER

EXHIBIT B-2—SHELL SPECIFICATIONS

EXHIBIT C—LETTER OF CREDIT FORM

EXHIBIT D—FORM OF ESTOPPEL CERTIFICATE

EXHIBIT E—LANDLORD'S WAIVER AND AGREEMENT

EXHIBIT F—SUBORDINATION AGREEMENT

EXHIBIT G—FORM OF MEMORANDUM OF LEASE

EXHIBIT H—TERMINATION OF PURCHASE OPTION FORM

EXHIBIT I— TERMINATION OF RIGHT OF FIRST REFUSAL FORM

EXHIBIT J—REMOVABLE AND NONREMOVABLE TENANT IMPROVEMENTS

Exhibit A

SITE PLAN

[INSERT SITE PLAN]

Exhibit B

WORK LETTER

THIS WORK LETTER ("Work Letter") sets forth the agreement of Landlord and Tenant with respect to the Tenant Improvements and Landlord's Work to be constructed on the Property. In the event of any inconsistency between the terms of this Work Letter and the terms of the Lease, the terms of the Lease shall control. All defined terms used herein shall have the meanings set forth in the Lease, unless otherwise defined in this Work Letter.

1. Landlord's Work. Landlord, at its sole cost and expense, shall perform or cause to be performed the "Landlord's Work," defined herein to mean demolition of the Existing Building and construction of two (2) concrete tilt-up building shells substantially in accordance with final plans and specifications to be submitted to and approved by the Tenant as provided herein and by the City (once so approved, the "Final Shell Plans"), which building shells shall contain only the items listed on Exhibit B-2 or shown on the Final Shell Plans (the "Building Shells"). Landlord's Work shall upon completion be in compliance with all then applicable Laws and Private Restrictions (except to the extent noncompliance is the result of Tenant requested changes in the Preliminary or Final Shell Plans). Landlord's Work shall be performed using a general contractor selected by Landlord.

2. Landlord shall cause XYZ Architects ("Architect") to prepare initial plans for construction of the Building Shells based on the shell specifications attached as Exhibit B-2 and the site plans attached as Exhibit B-3 (the "Preliminary Shell Plans"). The Preliminary Shell Plans shall provide for accommodation of Tenant's sewer line in the Buildings' slabs and may incorporate either of the site plans attached at Exhibit B-3 or be a combination thereof, as reasonably approved by Landlord and Tenant as set forth below, provided that in no event shall the design of the Project provide for a lobby larger than 6,000 square feet or for a number of parking spaces less than 3 spaces per 1,000 (in Landlord's discretion, provided that in no event shall the parking be less than 2.75 per 1,000) Rentable Square Feet (excluding the Rentable Square Feet of the lobby). Landlord shall submit the Preliminary Shell Plans to Tenant for Tenant's approval. Tenant will provide written approval of the Preliminary Shell Plans within five (5) days after such submission. If Tenant disapproves any part of the Preliminary Shell Plans, the disapproval shall include written instructions adequate for Architect to revise the Preliminary Shell Plans. Such revisions shall be subject to Landlord's approval, which shall not be unreasonably withheld, provided that neither Landlord nor Tenant shall be entitled to request or require changes to the Preliminary Shell Plans to the extent inconsistent with Exhibits B-2 and B- 3. Tenant will finally approve the revised Preliminary Shell Plans within two (2) business days after submission thereof to Tenant. If Tenant fails to approve the Preliminary Shell Plans within the applicable periods set forth in herein, then (A) Landlord shall not be obligated to commence construction of the Building Shells, (B) Tenant shall be responsible for any resulting delay, and the cost of such delay, in Landlord's completion of the Building Shells and delivery of the Leased Premises, and (C) any such delay shall be deemed a Tenant Delay (as defined below). After Tenant's approval of the Preliminary Shells Plans, such plans shall be submitted to the City for approval.

3. After approval by the City of the Preliminary Shell Plans, Landlord shall cause Architect to prepare Final Shell Plans. Tenant will provide written approval of the Final Shell Plans within five (5) days after such submission. If Tenant disapproves any part of the Final Shell Plans, the disapproval shall include written instructions adequate for Architect to revise the Final Shell Plans. Such revisions shall be subject to Landlord's approval, which shall not be unreasonably withheld. Tenant will finally approve the revised Final Shell Plans within two (2) business days after submission thereof to Tenant. If Tenant fails to approve the Final Shell Plans within the applicable periods set forth in herein, then (A) Landlord shall not be obligated to commence construction of the Building Shells, (B) Tenant shall be responsible for any resulting delay, and the cost of such delay, in Landlord's completion of the Building Shells and delivery of the Leased Premises, and (C) any such delay shall be deemed a Tenant Delay (as defined below). Landlord's Work shall be deemed to have been "Substantially Completed" or to have attained "Substantial Completion" as and when hereinafter set forth in this subparagraph 1(c).

4. When Landlord receives written certification from Architect that construction of the foundation, structural slab on grade (except to the extent delayed by Tenant's action or inaction, including at Tenant's request to accommodate Tenant's design requirements and/or any underslab aspects of the Tenant Improvements), Landlord's underslab plumbing work, structural steel framework, decking and concrete on second floor, roof structure and installation of main fire sprinkler risers in the Buildings and all other work shown on the Final Plans (other than the Late Delivery Items and punchlist items) have been completed in accordance with the Final Shell Plans approved by the City and the parties, Landlord shall prepare and deliver to Tenant a certificate signed by both Landlord and Architect (the "Structural Completion Certificate") certifying that the construction of such portions of the Buildings have been substantially completed in accordance with the Final Shell Plans in all material respects and specifying the date of that completion. To the extent reasonably available from the City, Landlord shall include reasonable evidence that the City has signed off on the items of Landlord's Work. The delivery of such Structural Completion Certificate (and evidence from the City, if any) shall memorialize the date that the Landlord's Work was "Substantially Completed," subject to concurrence by Tenant's architect, which concurrence shall not be unreasonably withheld and shall be given (or reasonably withheld) within five (5) business days after receipt of the Structural Completion Certificate. Within five (5) business after Landlord's delivery of the Structural Completion Certificate, Landlord and Tenant (and/or their representatives) shall conduct a walkthrough of the Building Shells using diligence to specify any items remaining incomplete (pursuant to the terms of the Work Letter) or in need of repair. Landlord and Tenant within said five (5) business day period after their inspection shall prepare a "punchlist" of any items remaining incomplete (pursuant to the terms of the Work Letter) or in need of repair, and Landlord shall cause such items to be completed or corrected at its sole cost and expense within a reasonable time thereafter. Promptly after Landlord provides Tenant with the Final Completion Certificate, Landlord shall cause the recordation of a Notice of Completion) with respect to Landlord's Work. The term "Substantially Completed" shall not include the parking areas or landscaping of the Property (the "Late Delivery Items") or punchlist items. Landlord and Tenant acknowledge and agree that the Late Delivery Items shall be completed by Landlord no later than the date which is the later to occur of (A) the date Tenant actually occupies the Leased Premises for the conduct of its business or (B) __________, 200_. (continued...)

EXHIBIT E
FORM OF LIEN WAIVER
LANDLORD WAIVER AND AGREEMENT

This Landlord Waiver and Agreement (this "Waiver") dated _______________, 200_, is entered into by and between _________________ a _____________ limited ___________ ("Landlord") and ___________________ ("Secured Party").

Recitals

 

Whereas, Landlord is the landlord of the premises described as ____________________________ (the "Property"); and

Whereas, Landlord and __________________ ("Tenant") have entered into that certain lease dated ___________ (as previously and/or hereafter amended, the "Real Property Lease") pursuant to which Tenant has leased approximately ____ square feet of space at the Property (the "Premises"); and

Whereas, Tenant has entered into an equipment lease and/or financing agreement pursuant to which Tenant has granted a security interest in the personal property described on Schedule 1 attached hereto (the "Personal Property") to Secured Party under that certain [Equipment Financing Agreement] between Tenant and Secured Party dated __________ (the "Financing Agreement"); and

Whereas, Secured Party and Landlord desire to establish their respective rights regarding the Personal Property and Secured Party's access to the Premises;

Agreement

Now, Therefore, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

During the term of the Real Property Lease, and subject to Landlord's interest in the Personal Property, if any, at the expiration or earlier termination of the Real Property Lease, the Personal Property shall remain personal property and severable from the Premises and shall not become part of the Premises or construed as a fixture at the Premises to the extent that no funds of Landlord (including but not limited to the [Tenant Improvement Allowance] as defined in the Real Property Lease) have not been utilized to pay for the Personal Property or the financing thereof.

So long as Tenant occupies the Premises and is not in default under the Real Property Lease, Secured Party may enter the Premises at any time or from time to time upon reasonable written notice to Landlord and in compliance with the terms of the Financing Agreement for purposes of inspecting and/or removing any and all of the Personal Property in the exercise of its rights and remedies arising from the Financing Agreement. In the event of a default by Tenant under the Real Property Lease, Secured Party shall obtain Landlord's prior written consent prior to entering the Premises.

Landlord shall notify Secured Party in the event the Personal Property remains at the Premises after either (i) Tenant is evicted from the Premises or (ii) Tenant abandons (as opposed to vacates) the Premises prior to the expiration of the Real Property Lease. Secured Party shall have 15 days to remove the Personal Property from the Premises after notification of such action from Landlord. If Secured Party has not removed the Personal Property within such 15 day period, Landlord shall have all rights regarding the Personal Property accorded to it by law and/or pursuant to the Real Property Lease and Secured Party shall have no further rights regarding such Personal Property. After Tenant has vacated or been evicted from the Premises, and if Landlord in its sole discretion allows the Personal Property to remain at the Premises for any period of time, Secured Party shall be liable for holdover rent for the total amount of time the Personal Property remains at the Premises after such eviction or vacation. For purposes hereof, "holdover rent" shall mean 200% of the rent in effect under the Real Property Lease for the period immediately prior to such vacation or eviction.

If Secured Party exercises its right to remove the Personal Property from the Premises as provided herein, Secured Party shall repair any damage to the Premises and restore it to its condition existing prior to installation of such Personal Property. Landlord shall have the right to require Secured Party to post a bond acceptable to Landlord to cover the potential cost of such repair prior to removing any such Personal Property.

No auction or sale of the Personal Property shall be conducted by Secured Party from the Premises without Landlord's prior written consent, which consent Landlord may withhold in Landlord's sole and absolute discretion.