Exhibit 10.14
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE is made as of August 12, 2005 (this "Second
Amendment"), between DA COLONIAL LLC ("Landlord") and NETWOLVES CORPORATION
("Tenant").
RECITALS:
A. Landlord's predecessor in interest and Tenant entered into a lease (the
"Base Lease") dated September 29, 2000, as amended by first amendment to office
lease agreement dated January 22, 2001 (as so amended, the "Lease"), which Lease
demises certain premises in Suite 100 (the "Existing Premises") of the building
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (f/k/a ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇),
▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Building").
B. Tenant desires to surrender a portion of the Existing Premises (the
"Surrender Premises"), retain a portion of the Premises consisting of
approximately 17,316 Gross Rentable Square Feet (the "Retained Premises") as
shown on Exhibit A hereto, and to terminate the Lease with respect to the
Surrender Premises only, and Landlord is willing to accept such surrender and
modify the Lease in accordance with the terms and conditions set forth herein
C. Tenant and Landlord desire to extend the term of the Lease as to the
Retained Premises and to memorialize and confirm other changes to the terms and
conditions of the Lease as set forth below.
D. Tenant and Landlord desire to extend the term of the Lease and to
memorialize and confirm other changes to the terms and conditions of the Lease
as set forth below.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, Landlord and Tenant hereby agree as
follows:
1. The above Recitals are specifically incorporated herein by reference.
2. In the event the terms or conditions of this Second Amendment conflict
with, disagree with, or add to any term(s) or condition(s) of the Lease, this
Second Amendment shall be deemed controlling and shall supersede any
contradictory provision(s).
3. All capitalized terms and other terms not otherwise defined herein shall
have the meanings ascribed to them in the Lease.
4. The term of the Lease is hereby extended by five (5) years commencing on
February 1, 2006 (the "Renewal Date") and terminating on January 31, 2011 (the
"Extended Term"). All references to the "term" or the "Term" under the Lease
shall mean the Term as extended by this Second Amendment.
5. Effective as of August 1, 2005:
(a) Base Rent shall be:
Period Annual Base Rent Monthly Base Rent
------ ---------------- -----------------
August 1, 2005 through January 31, 2006 $155,844.22 $12,987.02
February 1, 2006 through July 31, 2006 $311,688.43 $25,974.04
August 1, 2006 through July 31, 2007 $324,675.45 $27,056.29
August 1, 2007 through July 31, 2008 $337,662.47 $28,138.54
August 1, 2008 through July 31, 2009 $350,649.49 $29,220.79
August 1, 2009 through July 31, 2010 $363,636.50 $30,303.04
August 1, 2010 through January 31, 2011 $376,623.52 $31,385.29
(b) Basic Costs shall continue to be determined based on the Operating
Expenses incurred by Landlord in calendar year 2006.
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(c) HVAC services outside of the regular Hours of Operation shall be
available upon Tenant's request at a cost to Tenant of $35.00/hour (subject to
equitable adjustment if Landlord's cost of supplying services changes), with a
two (2) hour minimum requirement.
(d) Paragraph 33 of the Base Lease is deleted and deemed null, void and of
no further force or effect. Tenant shall place no signs upon the Premises,
Building or Complex except as permitted by Landlord in its sole discretion.
6. Surrender of the Surrender Premises:
(a) On or before the date which is ten (10) calendar days after the date of
this Second Amendment, Tenant shall irrevocably surrender the Surrender Premises
to Landlord vacant, broom clean and in good order and condition, ordinary wear
and tear excepted.
(b) Tenant shall, at no cost or expense to Landlord, modify the security
access system in the Existing Premises and remove same from the Surrender
Premises.
(c) Tenant hereby warrants and represents to Landlord, which
representations and warranties shall survive the execution and delivery of this
Second Amendment and the termination of the Lease, that:
i) possession of the Surrender Premises shall be delivered by Tenant to
Landlord on the Surrender Date vacant and free of all tenants,
subtenants, licensees and other occupants,
ii) there are no verbal or written leases, licenses, subleases or other
agreements whatsoever affecting in any respect the Surrender Premises
or any part thereof, nor any entity having any claim, right, or
interest in, to or under the Lease or the Surrender Premises by,
through or under Tenant;
iii) no person or entity other than Tenant has acquired through or under
Tenant any right, title or interest in, to or under the Lease or the
term and estate thereby granted or in and to all or any part of the
Surrender Premises, including, without limitation, all alterations,
installations, additions and improvements in and to the Surrender
Premises;
iv) any and all personal property of any type, including, without
limitation, office furniture, computer equipment, telephone and
communications equipment, fixtures, shelving and office supplies (the
"Personalty") remaining in the Surrender Premises after the Surrender
Date is owned by Tenant free and clear of any obligations, liens or
other debts to third parties. As of the Surrender Date, the Personalty
shall be deemed abandoned by Tenant to Landlord and Tenant shall have
no further claim to ownership thereof. Landlord shall have the right
to dispose of the Personalty in any manner Landlord deems appropriate,
in Landlord's sole and absolute discretion, and Landlord shall have no
liability to Tenant therefore. Tenant agrees to indemnify and hold
Landlord harmless from any and all (i) costs and expenses incurred by
Landlord for the removal or disposal of the Personalty, and (ii)
claims by third parties for ownership, obligation, payment, debt, loss
or damage to any item or items of Personalty so abandoned.
(d) Subject to Tenant's obligations set forth in this Second Amendment,
Landlord hereby agrees to accept surrender of the Surrender Premises when
tendered by Tenant and terminate the Lease as to the Surrender Premises, only.
The actual date of acceptance by Landlord of surrender of the Surrender Premises
shall be the "Surrender Date".
(e) Tenant and Landlord hereby mutually release each other from and after
the Surrender Date of and from any and all claims, damages, obligations,
liabilities, actions and causes of action of every kind and nature whatsoever
arising under the Lease and relating to the Surrender Premises, except that
nothing set forth in this paragraph shall be deemed to affect the obligations of
Tenant (i) arising under this Second Amendment; or (ii) expressly provided
herein or in the Lease to survive the Surrender Date or termination of the
Lease, as applicable.
(f) Tenant shall remain responsible for Rent of any and all types for the
Surrender Premises through July 31, 2005.
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(g) In the event Tenant fails to deliver the Surrender Premises to
Landlord, fully in compliance with the terms of the Lease and this Agreement, on
or before the Surrender Date, Tenant shall be deemed to have held over as to the
Surrender Premises and be subject to the provisions of the Lease relating to
hold over tenancies.
7. Beginning on the Surrender Date:
(a) Except as may be otherwise set out in this Second Amendment, the
Premises or Demised Premises shall mean the Retained Premises only.
(b) Tenant's Pro-rata Share or Proportionate Share shall be 21.87%, subject
to adjustment per terms of the Lease.
(c) Tenant shall have the use of a total of sixty nine (69) parking spaces,
sixty five (65) on a non- exclusive, undesignated basis and four (4) on a
designated basis.
8. Tenant is in possession of the Demised Premises and shall continue to
lease Demised Premises in its "AS IS" condition, subject to completion by
Landlord, at no additional cost or expense to Tenant, of the improvements set
out in Exhibit B (the "Landlord's Work").
9. Prior to offering the Surrender Premises for lease to prospective
tenants, Landlord shall first offer to lease the Surrender Premises to Tenant,
provided Tenant is not in default under this Lease at the time Landlord is
offering to lease the Surrender Premises. The Surrender Premises shall be
offered for lease to Tenant on the same terms and conditions as Landlord is then
offering to third party prospective tenants (including, without limitation, Rent
and term). Tenant shall have five (5) days from the date of Landlord's offer to
accept Landlord's terms and conditions as offered, it being understood that if
Tenant does not give Landlord notice of such acceptance within such five (5) day
period, Tenant shall be deemed to have rejected Landlord's offer and Landlord
shall be free to lease the Surrender Premises to tenant(s) other than Tenant. If
Tenant accepts Landlord's offer within such five (5) day period, Landlord and
Tenant shall enter into an amendment to the Lease incorporating the Surrender
Space and the terms of leasing. Notwithstanding the foregoing, Landlord shall
not be obligated to offer the Surrender Premises to Tenant for lease if the Term
of this Lease (which shall include any renewal term only if the renewal option
has been irrevocably exercised by Tenant) is scheduled to expire within one year
after the date Landlord begins offering to lease the Surrender Premises.
10. Auxiliary Generator
(a) Subject to agreement by Landlord and Tenant on the location of the
necessary equipment, Landlord agrees to lease to Tenant an area on the outside
of the Building (the "Generator Pad") as is more fully described and shown in
Exhibit C. For all purposes, except as may be otherwise set out herein, as of
the date of this Second Amendment the Demised Premises shall be deemed to
include the Generator Pad.
(b) The Generator Pad shall be used by Tenant as the location of a back-up
electrical generator (the "Generator") having the size, capacity and other
specifications set forth in the Generator Plans annexed hereto as Exhibit D and
such ancillary equipment, piping, electrical equipment and related items as are
necessary and appropriate to the use of the Generator, also as set forth in the
Generator Plans (the Generator and the ancillary installations collectively, the
"Generator Improvements") and for no other purpose.
(c) Tenant agrees and acknowledges that it is leasing the Generator Pad in
its "as is" and "where is" condition and that Landlord shall have no obligation
or duty to undertake or to pay for any improvement of or to the Generator Pad.
In addition, Landlord shall have no duty or obligation whatsoever with respect
to the installation, use, maintenance, repair, replacement or removal of the
Generator Improvements. Landlord makes no representation that the Generator Pad
or any other part of the Building is suitable for Tenant's use.
(d) Tenant shall, at no cost or expense to Landlord, cause the Generator
Pad to be improved and completed and the Generator Improvements to be installed
and made operational in accordance with the Generator Plans, which work
(including materials, supplies, components, labor and services therefor) is
herein referred to as the "Tenant Work".
(e) Tenant's Contractor.
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i) The Tenant Work is to be performed by a contractor ("Tenant's
Contractor") selected by Tenant, subject to Landlord's advance
approval. Landlord will not unreasonably withhold or delay its
approval of any contractor submitted by Tenant, and Landlord's
disapproval shall not be considered unreasonable if the disapproved
contractor may, in Landlord's sole opinion, prejudice Landlord's
relationship with Landlord's contractors or subcontractors or the
relationship between such contractors and their subcontractors or
employees, or otherwise disturb harmonious labor relations.
ii) Tenant shall require that Tenant's Contractor maintain insurance
coverages for workers compensation insurance (at statutory limits) and
comprehensive general liability insurance, all in commercially
reasonable amounts but of at least $1,000,000.00 combined single
limit, each occurrence, and with licensed and qualified companies.
Such coverage shall include, but shall not be limited to:
Comprehensive Form, Premises Operation, Explosion, Collapse,
Contractor's Pollution Liability, Underground Hazard,
Products/Completed Operations Hazard, Contractual Coverage, Broad Form
Property Damage, Independent Contractors and Personal Injury (employee
exclusion deleted). All such insurance (other than workers
compensation insurance) shall name Landlord as an additional insured
and provide that such shall not be modified or amended without 20 days
prior notice to Landlord. Tenant shall provide evidence of such
insurance prior to the commencement of the Tenant Work.
iii) Tenant agrees to hire, and/or require Tenant's Contractor to hire, an
electrician acceptable to Landlord for all high voltage electrical
work required in connection with the Tenant Work.
iv) Landlord, or its affiliate, shall have the right to bid for the
contract for the Tenant Work. In the event Tenant hires a contractor
other than Landlord or its affiliate, Landlord shall have the right to
charge Tenant a construction supervision fee on any construction
project which exceeds $25,000.00, which fee shall not exceed
$1,500.00.
(f) Prior to commencement of the Tenant Work, Tenant will provide Landlord
with copies of the building permit and any and all other required permits
respecting the Tenant Work. Additionally, upon completion of the Tenant Work and
prior to occupancy or use of the Generator Improvements, Tenant will deliver to
Landlord a copy of the permanent Certificate of Occupancy respecting the
Generator Pad, if applicable, and any other permits necessary to be issued prior
to the use of the Generator Improvements.
(g) The Tenant Work shall be constructed, installed, completed, maintained,
decommissioned and removed by Tenant at no cost or expense to Landlord, in a
good and workmanlike manner and fully in compliance with all applicable permits,
authorizations, approvals, building and zoning laws, fire codes and all other
applicable laws, ordinances, orders, rules, regulations and requirements of all
federal, state, county and municipal governments, departments, commissions,
boards, agencies and officers, including without limitation all environmental
laws and regulations of above ground storage tanks, and in compliance with the
terms of this Lease.
(h) Tenant agrees to use its reasonable efforts to minimize any disturbance
of Landlord or any other tenant of the Building by the Tenant Work. All
activities of the Tenant Work shall be coordinated with the Landlord's local
property manager. Prior to the commencement of the Tenant Work, Tenant shall
provide to Landlord a construction schedule with respect thereto. Landlord and
its representatives shall have the right, but not the obligation, from time to
time during the construction of the Generator Improvements and the performance
of the Tenant Work to inspect the work being done to insure that the same is
being done in accordance with the terms of the Lease. Any such inspection shall
not relieve Tenant from any duty or obligation hereunder or be deemed an
approval of any work by Landlord.
(i) Tenant and its contractors and subcontractors shall be solely
responsible for the transportation, safekeeping and storage of materials and
equipment used in the performance of the Tenant Work, for the removal of waste
and debris resulting therefrom, and for any damage caused by them to any
installations, property or improvements of Landlord, or any other tenant.
(j) Specific Requirements.
i) In addition to all other requirements set forth herein, the Tenant
Work shall include the restoration of all grass, curbing, paving,
landscaping and other property of Landlord disturbed in connection
with the Tenant Work. Such items shall be replaced or repaired, as
reasonably determined by Landlord, by Tenant at its sole cost and
expense, to a condition substantially similar to the condition of such
items prior to such disturbance.
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ii) All electrical panels, control boxes, switches and other devices
required in connection with the Tenant Work or the Generator
Improvements shall be installed and mounted in the Demised Premises
only.
iii) Landlord reserves the right to require Tenant to erect visual
screening around the Generator Improvements for aesthetic purposes,
provided such screening does not interfere with the use of the
Generator Improvements. If such screening is to be erected, Tenant
shall, at Tenant's sole cost and expense, obtain any permit(s),
license(s) or other forms of legal authority required for same. The
Generator Improvements shall be fenced or otherwise secured away from
public access. At all times, Tenant shall supply Landlord with any
keys, codes or similar information such that Landlord shall have
access to the Generator Improvements at all times.
iv) The Tenant Work shall be completed no later than January 31, 2011. In
the event Tenant fails to complete the Tenant Work by the said date,
Tenant shall have no further right to the Generator Pad or to
undertake the Tenant Work. In addition, Landlord shall have the right
to dismantle, destroy and dispose of any Tenant Work and any property
or improvement of Tenant that has been placed upon the Generator Pad
or in the Building's common area prior to such date by or on behalf of
Tenant. Tenant agrees to reimburse Landlord, within (30) days of its
receipt of Landlord's invoice, all of Landlord's costs and expenses
incurred in removing and disposing of any Tenant Work and other
property and improvements.
(k) Mechanics' and Other Liens.
i) Tenant covenants that it shall not (and has no authority to) create or
allow any encumbrance against the Demised Premises, the Building, or
any part of any thereof or of Landlord's interest therein.
ii) Notwithstanding anything to the contrary in this Second Amendment or
in any other writing signed by Landlord, neither this Second
Amendment, the Lease, nor any other writing signed by Landlord shall
be construed as evidencing, indicating, or causing an appearance that
any erection, construction, alteration or repair to be done, or caused
to be done, by Tenant is or was in fact for the immediate use and
benefit of Landlord. Further, notwithstanding anything contained
herein to the contrary, nothing contained in or contemplated by this
Second Amendment shall be deemed or construed in any way to constitute
the consent or request on the part of Landlord for the performance of
any work or services or the furnishing of any materials for which any
lien could be filed against the Demised Premises or the Building or
any art of any thereof, nor as giving Tenant any right, power, or
authority to contract for or permit the performance of any work or
services or the furnishing of any materials for which any lien could
be filed against the Demised Premises, the Building of any part of any
thereof.
iii) Prior to the commencement of any work on the Generator Pad, the
Demised Premises or the Building by or on behalf of Tenant in
connection with the Tenant Work, Tenant shall, to the extent allowed
under applicable local law, cause its general contractor to execute
and deliver to Landlord for filing a Waiver of Mechanic's Lien in
recordable form. Tenant shall include in its contract with its general
contractor and shall cause the general contractor to include in all of
its subcontracts a general waiver of mechanic's liens.
(l) Insurance.
i) In addition to any insurance required to be maintained by Tenant under
the Lease, Tenant shall maintain, at its expense, in full force and
effect boiler and machinery insurance, insuring against explosion and
other perils, on the Generator and the Generator Improvements in a
coverage amount of at least $2,000,000.
ii) In the event the installation, maintenance, use, repair, replacement
or removal of the Generator and/or the Generator Improvements shall
cause or result in any increase in Landlord's insurance premiums, such
increase shall be billed to an paid by Tenant as Additional Rent.
(m) During the construction of the Tenant Work, Tenant shall maintain, in
full force and effect, at its sole cost and expense, Builder's Risk coverage in
an amount reasonably acceptable to Landlord. All other insurance requirements of
the Lease will apply to the Generator Pad as well. All provisions of the Lease
relating to environmental matters shall also apply to the Generator Pad. The
Generator Pad will be maintained solely by Tenant, to the standards by which the
Building is maintained. The insurance policies required under this Paragraph
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shall name Landlord and its managing agent, if any, as additional insureds.
Prior to commencement of the Tenant Work, Tenant shall deliver to Landlord
evidence of such insurance. Such insurance shall be issued by a company licensed
in the State of Florida and reasonably acceptable to Landlord. Such policies
shall provide that they shall not be cancelled or amended without at least
twenty (20) days prior notice to Landlord and its managing agent.
(n) Tenant, at no cost or expense to Landlord, shall enter into a
maintenance contract for the Generator Improvements with a service/maintenance
company reasonably acceptable to Landlord and shall provide a copy of the
contract to Landlord. Landlord reserves the right to require any maintenance
testing of the Generator Improvements to be performed on weekends.
(o) At least thirty (30) days prior to the expiration or earlier
termination of the Term of the Lease, or if otherwise required by law,
governmental authority or Landlord, Tenant shall cause the Generator
Improvements to be removed from the Generator Pad and the Building and the
Generator Pad to be restored to a condition that is substantially similar to
that existing on the date of this Second Amendment (collectively, the "Removal
Work"). The Removal Work shall be considered to be part of the Tenant Work and
Tenant shall be subject to and shall comply with the provisions set forth herein
with respect to the Tenant Work.
(p) In addition to, and not as a limitation of, any indemnification
obligations of Tenant set forth in the Lease, Tenant agrees to indemnify, defend
(with counsel acceptable to Landlord) and hold Landlord, its agents, directors,
officers and employees, harmless from and against any and all claims, injuries,
liabilities, obligations, damages, penalties, causes of action, costs, charges
and expenses, including reasonable attorneys' fees, court costs and
administrative costs which may be imposed upon or incurred by or asserted by
reason of the Tenant's Work, any negligence or other wrongful act or omission on
the part of Tenant or its contractor or subcontractors or any failure of Tenant
to perform or comply with any covenant, condition or agreement contained in this
Second Amendment or the Lease on its part to be complied with or performed.
(q) Environmental Issues.
i) Tenant shall conduct all of its operations on the Generator Pad, the
Demised Premises and in the Building in compliance with all statutes,
ordinances, regulations, orders, or requirements of common law
concerning (i) the use of the Generator and the Generator
Improvements, (ii) the construction of the Generator Improvements,
(iii) the handling of any materials, (iv) the discharge of any
emission, or (v) the storage, treatment, or disposal of any waste at
or connected with Tenant's use of the Generator Improvements
("Environmental Statutes"). Tenant shall obtain all permits, licenses,
or approvals and shall make all notifications as required by
Environmental Statutes. Tenant shall at all times comply with the
terms and conditions of any such permits, licenses, approvals, or
notifications.
ii) No Contamination.
(A) Tenant shall not cause contamination of the Generator Pad, the
Demised Premises or the Building by toxic or hazardous
substances, toxic or hazardous wastes, or emissions as may be
defined under any Environmental Statute as may from time to time
be enacted (collectively, "Hazardous Materials"). Tenant shall at
all times handle Hazardous Materials in a manner which will not
cause risk of contamination of the Generator Pad, the Complex,
the Demised Premises, the Building or elsewhere or which would
violate any Environmental Statute now in effect or which may
later come in effect during the Term of the Lease. For purposes
of this section, the term "contamination" shall mean the
uncontained presence of any Hazardous Materials at the Generator
Pad, the Complex, the Demised Premises, the Building or elsewhere
arising from the Generator Pad by the Tenant, its employees,
agents, invitees, or guests.
(B) Tenant shall at any time comply with any request by Landlord to
provide information, statements, or affidavits as may be
necessary to establish the applicability or nonapplicability of
any cleanup responsibility act or Environmental Statute which may
from time to time be in effect to any transaction involving (a)
the Demised Premises, (b) the Landlord, (c) any person or entity
which directly or indirectly owns or controls Landlord, (d)
Tenant, or (e) any person or entity which directly or indirectly
owns or controls Tenant.
(C) In the event of a spill, leak or any other form of environmental
contamination caused by the Generator, the Generator
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Improvements, or any element thereof, Tenant shall immediately,
at no cost or expense to Landlord, undertake any and all actions
necessary to correct or remediate such contamination. Such
correction or remediation shall be performed fully in compliance
with any and all Federal, State and local requirements including,
without limitation, any requirements of reporting the fact of the
contamination.
(r) Tenant shall be responsible for the cost of correction or cleaning of
the Building from any soot or other discharge from the Generator Improvements.
(s) Tenant hereby agrees to indemnify and to hold harmless Landlord of,
from, and against any and all expense, loss, or liability suffered by Landlord
by reason of Tenant's breach of any of the provisions of this paragraph
including but not limited to (a) any and all expenses that Landlord may incur in
studying or remedying any contamination, (c) any and all fines or penalties
assessed upon Landlord by reason of a failure of Tenant to comply with the
provisions of this paragraph, (d) any and all loss of value of the Demised
Premises or the Building by reason of such failure to comply, and (e) any and
all reasonable legal fees and costs incurred by Landlord in connection with any
of the foregoing.
(t) Landlord may, but shall not be obligated to, at reasonable times and
with reasonable notice, enter the Generator Pad and the Demised Premises to
conduct reasonable inspections, tests, samplings, or other investigations to
satisfy itself that Tenant has complied with the provisions of this paragraph.
Any such inspection shall not relieve Tenant of its obligations under this
Second Amendment.
11. Landlord is holding the sum of $32,423.50 as Tenant's Security Deposit.
Upon execution of this Second Amendment, Tenant shall deliver the additional sum
of $16,149.50 to Landlord and Landlord shall hold a total Secuirty Deposit of
$48,573.00 pursuant to the terms of the Lease.
12. All references in the Lease to Landlord shall mean DA Colonial LLC.
Landlord's address shall be:
For notices and correspondence:
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
For payment of Rent:
Via U.S. Mail: Via Special or Overnight Courier:
DA Colonial LLC Image Remit
Dept. 18R c/o DA Colonial LLC
c/▇ ▇▇▇▇▇▇▇▇ Management Corp Dept. 18R, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
13. Landlord and Tenant each warrant and represent to the other that
neither employed, dealt with nor negotiated with any broker in connection with
this transaction other than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ("Broker") and each agrees to
indemnify and hold harmless the other against any loss, cost or expense
(including reasonable attorneys' fees) arising out of a breach of such
representation by the indemnitor. Landlord shall pay any commission owing Broker
pursuant to a separate agreement.
14. Landlord and Tenant affirm that the Lease is in full force and effect,
and Tenant certifies that, except as otherwise specifically set out in this
Second Amendment, all obligations of Landlord under the Lease as of this date
have been fully performed and complied with by Landlord. By entering into this
Second Amendment, Landlord does not and shall not be deemed either (i) to waive
or forgive any default, rent arrears or other conditions with respect to the
Lease or the use of the Demised Premises, whether or not in existence or known
to Landlord at the date hereof, or (ii) to consent to any matter as to which
Landlord's consent is required under the terms of the Lease, except such as may
heretofore have been waived in writing or consented to in writing by Landlord.
15. Tenant represents and warrants that it has obtained all required
consents to enter into this Second Amendment.
16. Except as expressly modified or amended by this Second Amendment, all
of the terms, covenants and conditions of the Lease are hereby ratified and
confirmed and, except insofar as reference to the contrary is made in any such
instrument, all references to the "Lease" in any future correspondence or notice
shall be deemed to refer to the Lease as modified by this Second Amendment.
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17. This Second Amendment is offered for signature by Tenant and it is
understood that this Second Amendment shall not be binding upon Landlord or
Tenant unless and until Landlord and Tenant shall have executed and
unconditionally delivered a fully executed copy of this Second Amendment to each
other.
IN WITNESS WHEREOF, the parties have this day set their hands and seals.
Signed, Sealed and Delivered
in the presence of: LANDLORD:
DA COLONIAL LLC
/s/_________________________ By:/s/________________________
Name:
/s/_________________________ Title:
TENANT:
NETWOLVES COPROATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer
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EXHIBIT A
Existing, Surrender and Retained Premises
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EXHIBIT B
Landlord's Work
1. Erect wall demising the Surrender Premises from the Retained Premise as
depicted on Exhibit A. 2. Refurbish common area hallway between Surrender
Premises and Retained Premises as depicted on Exhibit A.
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EXHIBIT C
Generator Pad
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EXHIBIT D
Generator Plans
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