EXHIBIT 10.10
SUBLEASE
AGREEMENT OF SUBLEASE made as of this 31st day of December, 1996
between C.P. Clare (referred to as Sublandlord) and Centra Software, Inc.,
(referred to as Subtenant).
WITNESSETH
WHEREAS, by a lease dated the December 1, 1994, Sublandlord leased
approximately 6,561 rentable square feet, and a First Amendment to the Lease
dated July 18, 1995 leasing expansion premises of 2,423 rentable square feet
known in total as the "premises" located on the second floor of the building
known as 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, for an initial term
terminating on July 31, 2001, a copy of which, is marked Exhibit "A" and made a
part hereof ("Basic Lease"), and,
WHEREAS, the Sublandlord has agreed with Subtenant to sublease to
Subtenant the premises identified below. Subtenant has agreed with the
Sublandlord to sublease said premises on the terms and conditions stated herein.
NOW THEREFORE, in consideration of the promises and the mutual
agreements set forth below, the parties hereto agree as follows:
(1) Sublandlord leases to the Subtenant and the Subtenant leases from the
Sublandlord, the above mentioned premises known and designated as approximately
8,984 rentable square feet of office space identified in the floorplan set forth
on Exhibit "B" attached hereto being the entirety of the premises on Exhibit
"B", along with our Sublandlord's appurtenant rights and right to use 30 parking
spaces as provided in the basic lease for a term of approximately fifty-four
(54) months commencing on January 15, 1997 and terminating on July 31, 2001
("the Subterm").
(2) This sublease is contingent upon the right of the Sublandlord to occupy the
premises under the provisions of the Basic Lease, and upon the termination of
the Basic Lease, either at the end of the term thereof or earlier, this sublease
shall also terminate. Rent due from the Subtenant to the Sublandlord shall be
paid through the termination date of this sublease.
(3) The Subtenant shall pay to the Sublandlord as rental for said subleased
premises, a monthly rental of $17,593.66, payable in advance on January 15, 1997
and on the first day of each succeeding month during the Subterm. Subtenant
shall pay the pro rata share of increases in operating expenses over the
calendar 1996 base year and the pro rata share of increases in real estate taxes
over the fiscal 1996 base year. Rent for any partial month at the beginning or
end of each Subterm shall be prorated based upon the number of days in each
month.
(4) The Subtenant herein promises and agrees that this sublease is subject to
the Basic Lease and agrees to abide by and comply with all terms, agreements and
conditions in the Basic Lease except as otherwise provided herein. Nothing
herein shall be deemed to constitute a release of Sublandlord from its
observance and performance as named under the Basic Lease. Notwithstanding the
preceding sentence, effective as of the first day of the Subterm, Subtenant
shall, and does hereby, assume all the obligations of Sublandlord under the
Basic Lease (excepting the monetary obligations as herein provided or as
provided under the Basic Lease (including without limitation, Sections 2.5
through 2.8, 5.1, 7.1 and 8.21 of the Basic Lease and Sections 3 and 4 of the
First Amendment to Lease) and any indemnification or hold harmless or insurance
obligations of the Sublandlord under the Basic Lease), and hereby hold harmless,
and defend Sublandlord from such assumed obligations.
(5) Subject to the termination provisions contained herein, and in the Basic
Lease, the Sublandlord covenants that it shall do nothing to disturb the
Subtenant's quiet enjoyment of this sublease if Subtenant shall observe and
perform the covenants and provisions of this sublease and the Basic Lease as
herein provided. Subtenant shall be entitled to all rights and benefits of the
Sublandlord under the Basic Lease with respect to the premises that are the
subject of this sublease.
(6) The Subtenant promises and agrees to comply with and abide by such
reasonable rules and regulations as may be prescribed from time to time during
the term of this sublease by the Landlord and or the Sublandlord.
(7) If the Subtenant ( 1) defaults in the payment of rent, and such default
continues for ten (10) days after notice of such default or, (2) if Subtenant
defaults in compliance with non-monetary obligations of Subtenant hereunder and
such default continues for thirty (30) days (or such additional time as may be
reasonably necessary if the default is of a nature that cannot be reasonably
cured within such 30 day period provided that Subtenant shall have commenced
cure of such default within such 30 day period and is diligently prosecuting the
same) after written notice from Sublandlord to Subtenant concerning such
default; or (3) if the leasehold interest of the Subtenant be levied upon
execution or be attached by process of law; then in any such event the
Sublandlord may, at its election, terminate the sublease and Subtenant's right
to possession of the premises. Regardless of whether Sublandlord proceeds under
the provisions of this paragraph, nothing herein shall be considered so as to
relieve the Subtenant of any obligation to pay the balance of the rent owing on
this sublease.
(8) Subtenant shall not, without the prior written consent of the Sublandlord
and of the Landlord, assign this sublease or further sublet the subleased
premises or any portion thereof. No assignment or subletting shall affect the
continuing primary liability of Subtenant under this Sublease.
(9) The Subtenant shall carry comprehensive public liability, auto, and workers
compensation insurance in such carrier, AM Best rated A- or above, in limits and
form, an amount equal to that required in the Basic Lease. At the commencement
of the term of this sublease, Subtenant shall present to the Sublandlord a
certificate of insurance naming Sublandlord as "additionally insured" on such
policies. Policies should contain waiver of subrogation in favor of Sublandlord.
Fifteen (15) days before each anniversary date of the policy, the Subtenant
shall furnish Sublandlord with a paid receipt as evidence of the premium payment
for the next full year of the
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policy. The Subtenant shall hold harmless the Sublandlord from any bodily injury
or property damage claims.
(10) The Subtenant shall indemnify and save the Sublandlord harmless from any
and all claims or demands whatsoever for injury or damage to person or persons
or the personal property of any person by accident or casualty, Act of God or
otherwise occurring on the herein sublet premises or resulting from Subtenant's
use thereof.
(11) Sublandlord shall not be liable to the Subtenant, or to any other person or
persons, for or on account of any injury or damage occasioned in or about the
premises to persons or property of any nature or sort whatsoever except as may
arise from the gross negligence by or on the part of the Sublandlord, or persons
acting through or under Sublandlord.
(12) Any and all notices provided herein shall be sent by registered or
certified mail or, in the case of delivery to the Subtenant by hand, delivery to
Subtenant or any employee or agent of Subtenant at the sublet premises. If
notice is given by the Subtenant to the Sublandlord, it shall be addressed to:
Xx. Xxxxxx Xxxxxxxxx
Corporate Treasurer
C.P. Clare Corporation
00 Xxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
If notice is given by the Sublandlord to the Subtenant, it shall be addressed
to:
Mr. Xxxxx Xxxxx
Centra Software
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
(13) The Sublandlord warrants and represents that it has no knowledge of any
default by itself or by the Landlord under the Basic Lease; that to its
knowledge the Basic Lease is in full force and effect and that the leasehold
interest of the Sublandlord under the Basic Lease is not encumbered; and that
the Sublandlord has done nothing to defeat or impair this Sublease agreement.
Sublandlord covenants and agrees that during the Subterm it will not terminate,
nor cause a termination of the Basic Lease, nor will it amend or modify the
Basic Lease to the detriment of Subtenant's rights under this Sublease. The
Sublandlord further covenants that it will pay all rents to the landlord as they
come due under the Basic Lease and that the Subtenant, upon performance of its
obligations hereunder and subject to the provisions hereof, shall for the term
hereof with respect to the premises succeed to all rights of Sublandlord under
the Basic Lease and will have quiet possession and enjoyment of the premises.
Landlord agrees that Subtenant shall not be responsible for any act or omission
by Sublandlord. Landlord and
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Sublandlord agree that Subtenant shall have the right, but not the obligation,
to cure any monetary default of Sublandlord under the Basic Lease. and in such
event that the Subtenant cures such a default Landlord shall not disturb
Subtenant's leasehold interest and Subtenant shall have recourse against
Sublandlord for said amounts, plus expenses (including reasonable attorneys
fees) and costs of collection.
(14) This sublease shall not be valid or in force unless and until the Landlord
consents to the sublease.
(15) Subtenant shall abide by all laws, regulations, ordinances, and rules
covering its occupancy and use of the premises during the term.
(16) In the event that the Subtenant wishes to make any alterations to the
premises those alterations will not be made with out the prior written approval
of both the Sublandlord and the Landlord. Subtenant shall be responsible for
payment for said alterations and also for returning the space to its original
condition if requested to do so by the Landlord.
(17) Subtenant shall take occupancy of the space in "as is" condition.
Notwithstanding anything to the contrary contained herein or in the Basic Lease,
upon the expiration of the Subterm, Subtenant shall surrender the premises to
Sublandlord in broom clean condition and in as good condition as delivered to
Subtenant at the commencement of the Subterm, normal wear and tear, damage by
fire or other casualty, and taking by eminent domain excepted.
(18) Subtenant shall have the right to use the furniture in place at 000 Xxxxxxx
Xxxxxx as described and under the lease attached in Exhibit "C". The rental rate
for said furniture shall be $2,750 per month, payable in advance, the rental
payments beginning the first day in the 13th month of the lease and continuing
through the end of the Subterm. Rent for any partial month at the beginning or
end of Subterm shall be prorated based upon the number of days in such month.
(19) The parties hereto warrants they have had no dealings with any brokers or
agents in connection with this Sublease other than Leggat XxXxxx/Xxxxx & Xxxxx
and covenant to defend with counsel approved by the opposing parties, hold
harmless and indemnify the opposing party from and against any and all cost,
expense or liability for any compensation, commissions and charges claimed by
any broker or agent with respect to such parties dealings in connection with
this Sublease or the negotiation thereof, other than Leggat XxXxxx/Xxxxx &
Xxxxx. Sublandlord shall be responsible for the commission due Leggat
XxXxxx/Xxxxx & Xxxxx as a result of this transaction.
(20) Subtenant will provide "standby" letter of credit reasonably acceptable to
the Sublandlord in the amount of annual premises and equipment rentals,
automatic renewals annually.
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(21) Subtenant agrees to abide by Exhibit "D", Subordination, Nondisturbance and
Attornment Agreement dated 8/12/96, attached.
(22) Notwithstanding anything to the contrary in this Sublease, Subtenant agrees
that Sublandlord and its employees and representatives shall have access during
regular business hours to the T-1 telephone line and its related equipment and
accessories which it installed in the premises and the property of ATT for the
purpose of establishing a connection to the new premises of Sublandlord. Such
access rights shall continue until April 15, 1997 or such time as the new
connection to the premises of Sublandlord is so established.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this 31st day of December, 1996.
Sublandlord: Subtenant:
C.P. Clare Corporation Centra Software, Inc.
BY: /s/ ILLEGIBLE BY: /s/ XXXX XXXXXXXX
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Elandzee Trust, hereby consents to the terms and provisions of this sublease.
Landlord:
Elandzee Trust:
BY:
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