Exhibit 10.2
FIRST AMENDMENT TO SUBLEASE
This First Amendment to Sublease (the "Amendment") is entered into this
18th day of April 2006 by and between WorldTravel Partners I, LLC, a Georgia
limited liability company ("Sublandlord") and Health Benefits Direct
Corporation, a Delaware corporation ("Subtenant").
WITNESSETH
WHEREAS, Sublandlord and Subtenant entered into that certain Sublease
Agreement (the "Sublease") dated March 7, 2006, whereby Sublandlord leased to
Subtenant certain premises consisting of 13,773 square feet of Net Rentable Area
(the "Subleased Premises") which is a portion of the seventh (7th) floor of the
building located at 1120 Avenue of the Americas, New York, New York (the
"Building");
WHEREAS, Sublandlord and Subtenant have agreed to amend the Sublease to
outline the terms for Holding Over within the Subleased Premises after the end
of the sublease term.
NOW, THEREFORE, for and in consideration of the mutual terms and
conditions expressed herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Sublandlord and Subtenant hereby agree to supplement and amend the
Sublease as follows:
(a) If Subtenant shall hold over after the expiration of the term
of the Sublease, then irrespective of whether or not
Sublandlord accepts rent from Subtenant for a period beyond
the expiration of the term of the Sublease, the parties hereby
agree that Subtenant's (or anyone claiming through or under
Subtenant, including Subtenant's) occupancy of all or any
portion of the demised premises after the expiration of the
term shall be as an unpermitted holdover Subtenant, which
holdover tenancy shall be upon all of the terms set forth in
the Sublease and Xxxxxxxxx except those that are inapplicable
by their nature and except that Subtenant shall pay to
Sublandlord on the first day of each month of the holdover
period as fixed annual rent, an amount equal to two (2) times
(the "MULTIPLIER") the higher of: (i) one-twelfth of the sum
of the fixed annual rent and additional rent (i.e., Tax
Payment and Expense Payment) payable by Subtenant during the
last year of the term of the Lease (i.e., the year immediately
prior to the holdover period) or (ii) an amount equal to the
then market rental value for the demised premises as
determined by Sublandlord in good faith and as set forth in a
notice to Subtenant. Further, Sublandlord shall not be
required to perform any work, furnish any materials or make
any repairs within the demised premises during the holdover
period. It is further stipulated and agreed that if
Sublandlord shall, at any time after the expiration of the
original term or after the expiration of any term created
thereafter, proceed to remove Subtenant from the demised
premises as a holdover, the rent for the use and occupancy of
the demised premises during any holdover period shall be
calculated in the same manner as set forth above. In addition
to the foregoing, Sublandlord shall be entitled to recover
from Subtenant any losses or damages arising directly from
such holdover as provided in subsection (c) below.
(b) Notwithstanding anything to the contrary contained in this
Amendment, the acceptance of any rent paid by Sublandlord
pursuant to subsection (a) above shall not preclude
Sublandlord from commencing and prosecuting a holdover or
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summary eviction proceeding, and the preceding sentence shall
be deemed to be an "agreement expressly providing otherwise"
within the meaning of Section 232-c of the Real Property Law
of the State of New York.
(c) If Subtenant (or anyone claiming through or under Subtenant)
shall hold-over or remain in possession of any portion of the
demised premises beyond the expiration of the term of the
Lease, without the prior consent of Sublandlord and Landlord,
Subtenant shall be subject not only to summary proceeding and
all damages related thereto, but also to any damages arising
out of any lost opportunities (and/or new leases) by
Sublandlord or Landlord to re-let the demised premises (or any
part thereof). All damages to Sublandlord or Landlord by
reason of such holding over by Subtenant may be the subject of
a separate action and need not be asserted by Sublandlord in
any summary proceedings against Subtenant.
2. GOVERNING LAW. This Amendment shall be governed in all respects by the
laws of the State of New York.
3. AMENDMENT. The Sublease, as hereby amended, is hereby ratified and
confirmed and shall continue in full force and effect.
4. CAPITALIZED TERMS. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to said terms in the Lease.
5. COUNTERPARTS. The parties hereto may execute this Amendment in one or
more identical counterparts, all of which when taken together will constitute
one and the same instrument. Copied or telecopied signatures may be attached
hereto and shall have the same binding and legal effect as original signatures.
[SIGNATURE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first set forth above.
SUBLANDLORD
WorldTravel Partners I, LLC,
a Georgia limited liability company
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: SVP, Administration
SUBTENANT
Health Benefits Direct Corporation,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: CEO
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