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Title: |
Deed of Lease |
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Date: |
2001 |
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Preview shows 15KB of 162KB total |
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$65 |
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ID: |
#340923 |
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DEED OF LEASE
By and Between
W9/LWS REAL ESTATE LIMITED PARTNERSHIP
("Landlord")
and
CERTICOM CORPORATION
("Tenant")
,
* * * * * *
1175 Herndon Parkway
Herndon, Virginia
HOLLAND & KNIGHT LLP
2100 Pennsylvania Avenue, N.W.
Suite 400
Washington, D.C. 20037
(202) 955-3000
(202) 955-5564 (Fax)
{PAGE}
TABLE OF CONTENTS
-----------------
{TABLE}
{CAPTION}
Page
----
{S} {C}
1. BASIC LEASE TERMS........................................................... 1
2. PREMISES.................................................................... 1
3. TERM........................................................................ 2
4. RENT........................................................................ 2
5. SECURITY DEPOSIT............................................................ 6
6. USE......................................................................... 7
7. ASSIGNMENT AND SUBLETTING................................................... 8
8. ALTERATIONS AND FIXTURES.................................................... 10
9. UTILITIES AND SERVICES...................................................... 11
10. RIGHTS OF LANDLORD.......................................................... 12
11. LIABILITY................................................................... 13
12. INSURANCE................................................................... 13
13. FIRE OR CASUALTY............................................................ 14
14. EMINENT DOMAIN.............................................................. 15
15. SUBORDINATION AND ESTOPPEL CERTIFICATES..................................... 15
16. DEFAULT AND REMEDIES........................................................ 15
17. PAYMENT OF TENANT'S OBLIGATIONS BY LANDLORD AND UNPAID RENT................. 17
18. VOLUNTARY SURRENDER......................................................... 17
19. ABANDONMENT OF PERSONAL PROPERTY............................................ 17
20. HOLD-OVER................................................................... 17
21. PARKING..................................................................... 18
22. NOTICES..................................................................... 18
23. BROKERS..................................................................... 18
24. LANDLORD'S LIEN............................................................. 18
25. RULES AND REGULATIONS....................................................... 18
26. QUIET ENJOYMENT............................................................. 18
27. ENVIRONMENTAL CONCERNS...................................................... 18
28. OPTION TO EXTEND TERM....................................................... 19
29. MISCELLANEOUS PROVISIONS.................................................... 20
{/TABLE}
{PAGE}
DEED OF LEASE
THIS DEED OF LEASE (the "Lease") is made as of the 11/th/ day of October,
2000 (the "Effective Date"), by and between W9/LWS REAL ESTATE LIMITED
PARTNERSHIP, a Delaware limited partnership ("Landlord") and CERTICOM
CORPORATION, a Canadian corporation ("Tenant"), who agree as follows:
1. BASIC LEASE TERMS. The following terms shall have the following meanings
in this Lease:
a. Premises Approximately 5,982 rentable square feet
of office space comprising a portion of
the ground floor of the Building
(described in Section 1.b, below), all as
outlined on the floor plan attached
hereto as Exhibit A.
---------
b. Building: 1175 Herndon Parkway Herndon, Virginia
(the "Building"), containing
approximately 33,653 rentable square
feet of space.
c. Commencement Date: October 6, 2000
Term: Seven (7) years
d. Initial Annual Base $29.00 per rentable square foot
Rent* $173,478.00 per annum
$14,456.50 per month
[*subject to escalation as provided for in this Lease]
e. Base Year 2001
f. Tenant's Pro Rata 4.71%*
Share of Operating
Expenses
Tenant's Pro Rata 4.71%*
Share of Real Estate
Taxes:
[*subject to adjustments as provided for in this Lease]
g. Address for Notices:
To Landlord: W9/LWS Real Estate Limited Partnership
c/o Lincoln Property Company
4602 N. Fairfax Drive, Suite 1115
Arlington, Virginia 22203
Attention: Property Manager
With a copy to: Holland & Knight LLP
2100 Pennsylvania Avenue, N.W.
Suite 400
Washington, D.C. 20037
Attention: David S. Kahn, Esquire
To Tenant: At the Premises
h. Security Deposit: $128,000.00
2. PREMISES.
a. Premises. In consideration of the Tenant's agreement to pay the
--------
Annual Base Rent (hereinafter defined) and Additional Rent (hereinafter defined)
and subject to the covenants and conditions hereinafter set forth, Landlord
hereby) leases to Tenant and Tenant hereby hires and leases from Landlord, upon
the terms and conditions set forth herein, those certain premises described in
Section 1.a hereof (the "Premises"). The Premises are located in the Building
described in Section 1.b hereof. The lease of the Premises to Tenant includes
the right, together with other tenants of the Buildings (hereinafter defined)
and members of the public, to use the common public areas of the Project
(hereafter defined), but includes no other rights not specifically set forth
herein. The parties hereto acknowledge that the Building constitutes one of four
(4) office buildings owned by Landlord in the office project known as "Herndon
Corporate Center," the other three (3) buildings having street addresses of 1145
Herndon Parkway, Herndon, Virginia; 1155 Herndon Parkway, Herndon, Virginia;
and 1165 Herndon Parkway, Herndon, Virginia (collectively, along with the
Building, the "Buildings"). For all
{PAGE}
purposes hereunder, the Buildings, the land on which the Buildings are located
(the "Project Land") and all common areas, roadways and public areas therein or
thereon are collectively referred to herein as the "Project." As used herein,
the term "Land" shall mean the land on which the Building is located.
b. Leasehold Improvements. Landlord shall deliver the Premises to Tenant
----------------------
in its "as is" condition existing on the Commencement Date and Landlord shall
not be required to perform, or pay for, any alterations, decorations or
improvements in connection therewith.
c. Acceptance. The taking of possession of the Premises by Tenant shall
----------
constitute an acknowledgment by Tenant that the Premises are in good and
habitable condition or that Landlord has completed all of the improvements in
and to the Premises to be performed by Landlord.
3. TERM.
a. Term. The term of this Lease (the "Term") shall commence on October 6,
----
2000 (the "Commencement Date") and shall expire on the last day of the seventh
(7th) Lease Year (as hereinafter defined) (the "Lease Expiration Date"), unless
such term is otherwise extended or terminated in accordance with the terms
hereof. As used herein, the term "Lease Year" means (a) each twelve (12)-month
period commencing on the Commencement Date, except that if the Commencement Date
does not occur on the first day of a calendar month, the first Lease Year shall
commence on the Commencement Date and terminate on the last day of the twelfth
(12th) full calendar month after the Commencement Date, and (b) each successive
period of twelve (12) calendar months thereafter during the Term. Reference is
made to the form of Declaration of Commencement Date (the "Declaration")
attached hereto as Exhibit C. After the Commencement Date Landlord shall
complete the Declaration and deliver the completed Declaration to Tenant. Within
five (5) days after Tenant receives the completed Declaration from Landlord,
Tenant shall execute and return the Declaration to Landlord to confirm the
Commencement Date, the Term and the actual number of rentable square feet in the
Premises. Failure to execute the Declaration shall not affect the commencement
or expiration of the Term.
b. Delay. In the event Landlord is delayed in delivering the Premises to
-----
Tenant for any reason, Landlord shall not be liable to Tenant for any damages,
and Tenant shall not be released from its obligation to accept possession of the
Premises from Landlord. Tenant hereby acknowledges and agrees that Landlords
obligation to deliver the Premises to Tenant is contingent upon the execution
and delivery by SE Technologies (hereinafter defined) of that certain
Termination of Lease Agreement between Landlord and Current Tenant relating to
the Premises (the "Termination Agreement") and the surrender of the Premises by
Current Tenant to Landlord. As used herein the term "Current Tenant" shall mean
SE Technologies, Inc. ("SE Technologies"), and any tenant, subtenant, assignee
or other occupant claiming through or under SE Technologies. In the event that
SE Technologies fails to execute the Termination Agreement and/or the Current
Tenant fails to vacate the Premises (the "Lease Contingencies") by October 1,
2000, the Commencement Date shall be delayed until the date Landlord satisfies
the Lease Contingencies and delivers the Premises to Tenant. Landlord shall use
reasonable efforts to obtain possession of the Premises from the Current tenant
and deliver same to Tenant. Notwithstanding the foregoing, in the event that
Landlord fails to satisfy the Lease Contingencies and deliver possession of the
Premises to Tenant by December 31, 2000, Tenant shall have the right to
terminate this Lease upon thirty (30) days' written notice to Landlord;
provided, however, if Landlord delivers possession of the Premises to Tenant
within this thirty (30) day period, the Lease shall not terminate and shall
continue in full force and effect for the balance of the Term.
4. RENT. Beginning on the Commencement Date, Tenant covenants and agrees to pay
as Rent for the Premises the following amounts set forth in this Section 4 and
as otherwise provided in this Lease. "Additional Rent" shall mean such costs,
expenses, charges and other payments to be made by (or on behalf of) Tenant to
Landlord (or to a third party if required under this Lease), whether or not the
same be designated as such. "Rent" or "rent" shall mean all Annual Base Rent and
Additional Rent due hereunder.
a. Annual Base Rent.
(i) During each Lease Year, Tenant shall pay the annual base rent in
the amount set forth in Section 1.d hereof, subject, however, to annual
adjustments thereto as set forth in Section 4.a(ii), below (the "Annual Base
Rent"). Annual Base Rent shall be payable in equal monthly installments (the
"Monthly Base Rent") in advance.
(ii) Commencing on the first day of the second (2nd) Lease Year and
on the first day of each Lease Year thereafter during the Term, Annual Base Rent
shall be increased by an amount equal to three percent (3%) of the Annual Base
Rent in effect during the immediately-preceding Lease Year.
(iii) In addition to the payment of Annual Base Rent, Tenant shall be
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