SECOND AMENDMENT TO COLOCATION/INTERCONNECTION LICENCE
Confidential
Treatment Requested by Carbonite, Inc.
Exhibit 10.10B
SECOND AMENDMENT TO COLOCATION/INTERCONNECTION LICENCE
This Second Amendment to Colocation/Interconnection License (hereinafter referred to as the
“Second Amendment”) is made as of the 9th day of January 2008, by and between XXXXXXX BOSTON, LLC
(“Licensor”) and CARBONITE, INC. (“Licensee”).
W I T N E S S E T H:
WHEREAS, Licensor and Licensee entered into that certain Colocation/Interconnection License
dated August 30, 2006 (the “License”), for the license of approximately 323 square feet of rentable
space in the Neutral Colocation Room on the fourth (4th) floor of the building (the
“Building”) commonly known as Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx;
WHEREAS, Licensor and Licensee entered into that First Amendment to Colocation/Interconnection
License dated October 31, 2006 for the license of an additional 238 rentable square feet (together
with the 323 square feet, collectively the “Existing Space”);
WHEREAS, Licensor and Licensee now wish to change the terms of the License, increasing the
Premises by an additional 1,500 rentable square feet as described below;
NOW, THEREFORE, in furtherance of the foregoing, and in consideration of mutual promises and
other good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the parties hereto agree to amend the License as follows:
1. Upon execution of this Second Amendment, Licensee will pay to Licensor a Set-Up Fee
of $[***] and additional Security Deposit of $[***] and an initial monthly fee of $[***] for the
Temporary Cabinets as described below.
2. Upon execution of this Second Amendment, Licensor will provide four (4) temporary cabinets
in Suite D of the Building for Licensee’s temporary use (the “Temporary Cabinets”). Licensor’s
technician will install, at Licensee’s sole cost and expense, two 30amp, 120v circuit drops above
each of the temporary cabinets to which Licensee shall connect its equipment in a 2N configuration
with one circuit primary and the second redundant. The monthly fee for use of the Temporary
Cabinets shall be $[***] and shall include both the use of the Temporary Cabinets and the use of
the power provided to the Temporary Cabinets. Licensor shall vacate the Temporary Cabinets within
thirty days after the Completion Date as defined below.
3. Licensor agrees, and Licensee acknowledges, that Licensor shall construct an additional
caged space of 500 square feet in Suite 800 of the Building (“Additional Premises”) designed to
accommodate up to 52.5kW. Licensee shall not use more than 52.5kW in the Additional Premises.
Licensor shall install two-tier overhead racking for power and communications. Licensee shall also
provide panels populated with twenty (20) primary 30amp, 120v circuit breakers and twenty (20)
backup 30amp, 120v circuit breakers in a 2N configuration. Power shall not be backed up
by UPS but will be supported by generator. Licensee is required to maintain the 2N configuration at
all times and Licensor has the right to shut down one side of the power service at any time for
maintenance or any other reason. Licensor shall have no liability to Licensee for any damages
resulting from Licensee’s failure to maintain the 2N configuration.
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Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. |
Confidential
Treatment Requested by Carbonite, Inc.
Licensor shall install revenue grade metering devices to submeter Licensee’s consumed power
(hereinafter referred to as “Licensor’s Work”). The power consumed by Licensee’s equipment and 100%
of the power consumed by the CRAC units within the 2,490 square foot room in which the Additional
Premises are located, so long as Licensee is the only occupant of such room, shall be passed
through to Licensee at the building’s power rate with no xxxx up by Licensor. In the event that one
or more licensees other than Licensee license space within the same room as the Additional
Premises, Licensee shall be responsible for its prorated share of the power consumed by the CRAC
units in the room, which shall be a percentage that is calculated by dividing Licensee’s full
amount of reserved power capacity by the full amount of reserved power capacity of all the
licensees in the room. The date on which Licensor’s Work is completed shall be the “Completion
Date.” In the even that the Completion Date has not occurred on or before February 14, 2008,
Licensor will supply up to four (4) additional temporary
cabinets for a fee of $[***] per month per
cabinet which shall become part of the Temporary Cabinets referenced above. In the event that the
Completion Date has not occurred on or before March 15, 2008, Licensee shall receive a credit of
one day’s worth of Base Fees for each day after March 15, 2008 that the Completion Date has not
occurred.
4. As of the Completion Date the Base Fees under the License shall be increased by $[***] per
month in consideration of the Licensee’s possession of the Additional Premises (bringing the total
Base Fee under the License up to $[***] per month, provided that the Temporary Cabinets have
been returned to Licensor).
5. On or about June 1, 2008, Landlord shall deliver an additional 500 square feet of caged
space (the “First Expansion Premises”) on the same terms and conditions as the Additional Premises.
Upon delivery of the First Expansion Premises, Licensee shall pay an additional Set-Up fee of
$[***] and additional Security Deposit of $[***]. Upon delivery of the First Expansion Premises,
the monthly Base Fee shall be increased by an additional $[***] (bringing the total Base Fee under
the License up to $[***] per month until the Existing Space Termination Date, defined below,
has occurred). Within forty-five (45) days of the delivery of the First Expansion Premises Licensee
shall vacate and surrender the Existing Space to Licensor Licensee shall have no future rights or
obligations with regard to the Existing Space. The date on which Licensee vacates the Existing
Space shall be the “Existing Space Termination Date”. Should Licensee fail to surrender the
Existing Space as required above, Licensee shall be considered to be holding over and subject to
the hold-over remedies of Licensor provided in Section 2.1 of the License. On the Existing Space
Termination Date, the Base Fee under the License shall be reduced to $[***] per month.
6. On September 1, 2008, Landlord shall deliver an additional 500 square feet of caged space
(the “Second Expansion Premises”) on the same terms and conditions as the Additional Premises.
Licensee may elect to take the Second Expansion Premises at any time after June 1, 2008 and before
September 1, 2008 by giving at least 45 days written notice to Licensor of the date on which
Licensee will take the Second Expansion Premises. Upon delivery of the Second Expansion Premises,
Licensee shall pay an additional Set-Up fee of $[***] and additional Security Deposit of $[***].
Upon delivery of the Second Expansion Premises, the monthly Base Fee shall be increased by an
additional $[***] (bringing the total Base Fee under the License up to $[***] per month, provided
that the Existing Space Termination Date has occurred).
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Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. |
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Confidential
Treatment Requested by Carbonite, Inc.
7. Licensee shall have a right of first refusal on the 990 square feet of space that is
contiguous to the Additional Premises, First Expansion Premises and Second Expansion Premises (the
“Contiguous Space”). Before offering the Contiguous Space to any third party, Licensor shall notify
Licensee of its intent to offer the Contiguous Space and the terms of such offer. Licensee shall
have the option of accepting the Contiguous Space on the same terms and conditions being offered by
Licensor. Should Licensee choose to accept the Contiguous Space on such terms, it shall give
written notice to Licensor of its intent to take the Contiguous Space within ten (10) business days
of notice of Licensor’s intent to offer the Contiguous Space and an amendment shall be executed
adding the Contiguous Space to the Premises under the License. If Licensee declines the Contiguous
Space, or if Licensee fails to respond to the notice of intent to offer the Contiguous Space,
Licensor’s obligation to first offer the Contiguous Space to Licensee will be extinguished.
8. There shall be no Cross-Connection charges for Cross-Connections between the Premises
licensed by Licensee. As of the Completion Date, however, the Cross-Connect Fees for all other
Cross-Connections under the License shall be as follows:
| Connection | Monthly Fee (per | |||
| Type | connection) | Set-Up Fee | ||
Fiber Cross
Connects
|
$[***] per cross connect | $[***] Cabling Fee per two-port fiber connection | ||
Coax Cross
Connects
|
$[***] per cross connect | $[***] Cabling Fee per cross-connect | ||
Copper and Ethernet
Cross Connects
|
$[***] per cross connect | $[***] Cabling Fee per cross-connect | ||
Disconnects
Fiber/Coax
|
One Time NRC |
9. All fees under the License as amended by the First Amendment and this Second Amendment
shall escalate by [***]% on each anniversary of the Completion Date.
10. Notwithstanding anything contained in the License to the contrary, the term of the License
shall be extended to end on August 31, 2013.
11. The License is hereby ratified and confirmed and, as modified by this Second Amendment,
shall remain in full force and effect. All references appearing in the License and in any related
instruments shall be amended and read thereafter to be references to the License as further amended
by this Second Amendment. All terms which are defined in the License shall have the same meanings
when used in this Second Amendment (unless a contrary intent is clearly indicated from the context
herein).
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Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. |
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IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be duly
executed by its duly authorized officer as an instrument under seal as of the day and year first
above written.
| LICENSEE: CARBONITE, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | CFO | |||
| LICENSOR: XXXXXXX BOSTON, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Manager | |||
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