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Agreement of Sublease

 

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Title:

Agreement of Sublease

Entities:

RSA Security Inc.; Atex Media Command, Inc.; Rsa Security Inc/de/

Date:

2003

Size:

Preview shows 7KB of 32KB total

Price:

$40

ID:

#171077

 

 

► Miscellany ► Agreements ► Agreements of... ► Agreements of Sublease
► Technology ► Software & Programming

 

 

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AGREEMENT OF SUBLEASE

This Agreement of Sublease (this "SUBLEASE") is made as of the
10th day of January 2003 by and between RSA Security Inc., a Delaware
corporation with offices at 174 Middlesex Turnpike, Bedford, Massachusetts
(hereinafter referred to as "SUBLANDLORD"), and Atex Media Command, Inc., a
Delaware corporation with offices at 15 Crosby Drive, Bedford, Massachusetts
(hereinafter referred to as "SUBTENANT").

WITNESSETH:

WHEREAS, pursuant to that certain Lease by and between Beacon
Properties, L.P. (the "PRIME LANDLORD") and Sublandlord (f/k/a Security Dynamics
Technologies, Inc.) dated March 11, 1996, as amended by a First Amendment to
Lease dated May 10, 1997 and by a Second Amendment to Lease dated April 8, 1998
(the "PRIME LEASE" a copy of which Prime Lease, redacted as appropriate, is
attached hereto as EXHIBIT A), Sublandlord has leased space located at the
Crosby Corporate Center, known in the Prime Lease as Building 3, 24 Crosby
Drive, Bedford, Massachusetts, and also referred to in the Prime Lease as the
First Amendment Additional Premises (the "BUILDING");

WHEREAS, Subtenant desires to sublease from Sublandlord, and
Sublandlord desires to sublease to Subtenant, the entire Building 3 at the
Crosby Corporate Center as set forth above (hereinafter referred to as the
"DEMISED PREMISES"); and

WHEREAS, the parties hereto desire to provide for the
subletting of the Demised Premises on the terms and conditions set forth in this
Sublease.

NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

1. Demised Premises. Subject to the written consent of
the Prime Landlord, Sublandlord does hereby sublease to Subtenant, and Subtenant
does hereby sublease from Sublandlord, for the term and upon the conditions
hereinafter provided, the Demised Premises, including the right to use all
common areas relating to the Building as set forth in the Prime Lease. The
Demised Premises consist of approximately 31,515 square feet of gross rentable
area (the "RENTABLE AREA") and are outlined on EXHIBIT B attached hereto and
made a part hereof.

2. Condition of Demised Premises.

Sublandlord shall deliver the Demised Premises in broom clean
but otherwise in its "as is" condition. Sublandlord shall not be required to
make any alterations, improvements, repairs or decorations to the Demised
Premises, and the Subtenant acknowledges that the provisions of Article 4 of the
Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of
the Second Amendment to the Prime Lease, or any other provision requiring work
to be completed prior to occupancy of the Demised Premises are not applicable to
this Sublease. Subtenant's possession of the Demised Premises on the
Commencement Date (as defined hereafter) shall be conclusive evidence that the
Demised Premises have been delivered in accordance with the provisions of this
Sublease and are acceptable to Subtenant.

{PAGE}

Subtenant shall make no alterations, additions or improvements
to the Demised Premises without the prior written consent of Sublandlord and
Prime Landlord All alterations, additions or improvements to the Premises shall
be subject to the provisions of the Prime Lease.

3. Term.

The term of this Sublease shall commence on the later of (i)
January 10, 2003 or (ii) receipt of Prime Landlord's consent to this Sublease
(the "COMMENCEMENT DATE") and shall end at midnight on June 30, 2009, or on such
earlier date upon which said term may expire or be terminated pursuant to any of
the conditions or limitations or other provisions of this Sublease or pursuant
to law (the "TERM"). Notwithstanding the Commencement Date, Subtenant's
obligation to pay Base Rent (as defined hereafter) shall commence on March 15,
2003 (the "RENT COMMENCEMENT DATE"). In addition, Subtenant shall receive an
abatement of Base Rent in the thirteenth (13th) calendar month following the
Commencement Date, provided that there is no default hereunder.

3a. Early Termination Right. Subtenant shall have the
right to terminate this Sublease effective as of thirty six (36) months from the
Commencement Date, by giving nine (9) months prior written notice to the
Sublandlord of such determination, provided that Subtenant is not in default
(after the expiration of any applicable grace periods) both as of the time
Subtenant gives its notice and as of the effective date of the early
termination. Should the Subtenant fail to give notice to the Sublandlord in
writing as described above, time being of the essence, this right of early
termination shall have been waived. Should the Subtenant terminate this Sublease
as herein described, Subtenant must (a) vacate the Demised Premises and quit its
use of the Demised Premises as of the effective date of termination as if the
Sublease had expired at the end of the Term contemplated herein, (b) remove all
of its fixtures, furnishings and possessions as of the effective date of the
termination, and (c) pay Sublandlord an early termination fee in the amount of
One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). Except as stated in
immediately preceding sentence, upon such early termination, Subtenant shall be
relieved of all of its future obligations of the terms of this Sublease, except
those which expressly survive the expiration or termination hereof.

4. Use. Subtenant shall use and occupy the Demised
Premises solely for general office purposes of a software company, including,
without limitation, for software development and customer support purposes, and
shall comply with all applicable laws, ordinances, governmental regulations, and
all protective covenants and restrictions of record affecting such use, and all
rules and regulations of the Prime Landlord with respect to the Building.

5. Base Rent. Commencing on the Rent Commencement Date,
Subtenant shall pay base rent ("BASE RENT") for the Term hereby created in the
annual amount of Three Hundred Thousand and 00/100 Dollars ($300,000.00),
payable in equal monthly installments of Twenty Five Thousand and 00/100 Dollars
($25,000.00).

(The Base Rent and the Additional Rent (as defined hereafter)
are referred to herein as "RENT"). If the obligation of Subtenant to pay Base
Rent hereunder begins on a day other than on the first day of a month, Base Rent

 

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