Contract
Additional
Rider attached to and made a part of Lease dated April __, 2005, between
00xx XXXXXX
ASSOCIATES, as Owner, and GURUNET CORPORATION, as Tenant, covering Suite 1101 in
the building at 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx (“Additional Rider”).
| 1. |
In
the event of any conflict or inconsistency between the printed form of the
Lease (and the Rider thereto) to which this Additional Rider is attached,
the provisions of this Additional Rider shall
govern. |
| 2. |
Permitted
Use.
Article 2 of the printed portion of the Lease is revised to read as
follows: “Tenant shall use and occupy the demised premises for executive
and general office purposes provided, however, that such permitted use
shall not include use of the leased premises for manufacturing, check
cashing or the sale of precious jewelry.” |
| 3. |
Initial
Tenant Work.
Owner approves the following initial tenant work (“Initial Tenant Work”)
to be performed by Tenant: |
|
(i) |
expansion
of existing reception area; |
|
(ii) |
installation
of walls/dividers to separate reception area from balance of space to
provide more privacy; |
|
(iii) |
installation
of conference room behind the expanded reception area;
and |
|
(iv) |
installation
of water cooler, coffee machine, refrigerator and microwave oven in
pantry/kitchen. |
In the
event that any of the Initial Tenant Work shall involve permanent changes or
alterations to the ceiling or building systems, such changes shall be subject to
Owner’s consent which shall not be unreasonably withheld or delayed. Owner
hereby approves Empire State Contracting Corp. as the contractor for the Initial
Tenant Work. If Tenant selects another licensed contractor to perform the
Initial Tenant Work, such contractor shall be subject to Owner’s consent, not to
be unreasonably withheld or delayed.
Subject
to Owner’s consent which shall not be unreasonably withheld or delayed, Tenant
shall have the right, at its expense, to extend water service to the pantry
kitchen of the demised premises and install a kitchen sink and dishwasher in the
pantry kitchen (“Supplemental Kitchen Improvement Work”).
Tenant
shall not be required to remove any of the Initial Tenant Work and/or the
Supplemental Kitchen Improvement Work upon the expiration or termination of the
Lease.
Article
47(E) is deleted in its entirety.
Article
47(F) is amended by changing $10,000.00 to $50,000.00.
Except
for the Initial Tenant Work hereby approved by Owner and non-structural
alterations permitted under Article 47(F), all other alterations or improvements
to the demised premises which Tenant desires to make shall be subject to Owner’s
consent which shall not be unreasonably withheld or delayed.
| 4. |
Maintenance/Cleaning.
Owner approves Tenant hiring any of the existing contractors servicing
tenants in the building for cleaning and rubbish removal. The lien waiver
requirement in Article 44(A) of the Lease is
omitted. |
| 5. |
Interruption
of Services.
In the event that the building services are interrupted such that Tenant
is unable to use and occupy the demised premises for the intended purpose
and such interruption continues for more than five (5) consecutive
business days, all rent shall be fully abated until such time as the
building services are restored such that Tenant can resume use and
occupancy of the demised premises. |
| 6. |
ADA.
Owner shall be responsible, at its cost, for complying with the Americans
With Disabilities Act (“ADA”)
with
respect to all of the common/public areas of the building including,
without limitation, all corridors and
lavatories. |
| 7. |
Damage/Destruction.
In the event that the building or a portion thereof is damaged or
destroyed such that Tenant shall be unable to use and occupy the entire
demised premises and the estimated restoration period is more than 4
months from the date of the casualty (or if the actual restoration work is
not completed within such 4 months), Tenant shall have the right to
terminate the Lease upon written notice to
Owner. |
| 8. |
Assignment
and Subletting.
If Tenant is a public company, the transfer of shares or interests in
Tenant shall not be deemed an assignment of the Lease requiring Owner’s
consent. |
The first
sentence of Article 76 A 1A reading “The proposed assignee or subtenant is of
comparable character or financial worth with respect to the overtenant;” shall
be deleted.
In the
event Tenant desires to assign the Lease or sublease the demised premises or a
portion thereof, Tenant shall have the right to market same directly without the
assistance of a broker. In the event Tenant desires to retain a broker to assist
in any such assignment or subletting transaction, Tenant agrees to retain the
building’s managing agent, Xxxxxxx/Xxxxx Realty Co., as exclusive broker upon
mutually acceptable terms for a period not to exceed thirty (30) days after
which Tenant shall have the right, at its option, to retain another broker on an
exclusive basis.
Owner
agrees that it will not unreasonably withhold or delay its consent to any
proposed assignment of the Lease or sublease of the demised premises or a
portion thereof.
Article
76(A)(7) is modified to provide that the maximum aggregate fees or charges to be
imposed with respect to any assignment or sublease transaction shall be
$750.00.
Article
76(B) is revised to provide that Owner shall only have the right to terminate
the Lease if Tenant subleases more than fifty (50%) percent of the rentable area
at the Demised premises.
| 9. |
Electricity.
Except for the provision of the Electric Rider obligating Tenant to pay
Owner the sum of $9,000.00 per annum, payable in monthly installments of
$750.00 in respect of the consumption of electricity, the balance of the
Electric Rider is omitted. In the event Tenant desires to make alterations
or improvements to the demised premises to increase the electrical
capacity serving the demised premises, Owner shall have the right, as a
condition to granting its approval thereto (which approval shall not be
unreasonably withheld or delayed), to require that the electrical
consumption at the demised premises be surveyed in order to determine a
revised electric charge for the demised premises to reflect Tenant’s
actual electric consumption. |
| 10. |
Owner
Access.
Any access by Owner to the demised premises shall only be during
reasonable business hours upon reasonable prior notice to Tenant (except
in the case of an emergency). Such access shall be conducted in a manner
that minimizes disruption of Tenant’s use and occupancy of the demised
premises. |
| 11. |
Default.
Article 53(C) of the Lease is omitted. |
Tenant’s
failure to occupy the Demised premises shall not be deemed a default provided
that it is paying rent and otherwise complying with the terms of the
Lease.
| 12. |
Building
Services.
Owner represents that as of the Commencement Date, all building systems
including, without limitation, the heating, ventilation and air
conditioning system, the plumbing system, the electrical system and the
elevator system will be in good working order. Tenant is leasing the
Demised premises in its “As Is” condition except for latent defects;
provided that Owner shall be responsible for installing, prior to the
Commencement Date, the radiator missing in one of the offices and radiator
covers on all radiators in the demised
premises. |
Owner
represents that the building is wired for telephone and internet service and
that Tenant shall have the right to connect into the building’s telephone and
internet service utilities at a panel box located in the corridor on the
11th floor of
the building. Tenant shall be responsible, at its expense, for the cost of
extending telephone/internet wiring from the 11th floor
corridor panel box to the demised premises and shall not be required to remove
any such wiring at the expiration or termination of the Lease. Tenant shall have
the right to select its own telephone and internet service providers; it being
understood and agreed that Tenant can access the existing telephone and internet
utilities without being obligated to use a designated service
provider.
| 13. |
Possession.
Article 24 is omitted. |
| 14. |
Notices.
Any notice given by facsimile shall require a printed confirmation sheet
evidencing the transmission and a copy of any such facsimile notice shall
also be sent by reputable overnight courier service with next business day
delivery specified. |
Notices
to Tenant shall be sent to Tenant at the demised premises, Attention: Xxxx
Xxxxxx, with duplicate copies sent to:
Guru Net
Corporation
Xxxxxxxxx
Xxxxxxxxxx Xxxx
Xxxxxxxx
00
Xxxxxxxxx
00000 Xxxxxx
Attention:
Caleb Chill, Esq.
Facsimile
No.: 011 972 2 649 5001
and
to
Xxxxx
Xxxxxx Xxxxxxx & Xxxxx P.C.
00
Xxxxxxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxxxxxx, Esq.
Facsimile
No.: (000) 000-0000
Tenant
shall have the right to change any of the foregoing notice parties by giving
notice thereof to Owner. Tenant’s attorneys shall have the right to give notices
on behalf of Tenant.
| 15. |
Sprinklers.
Tenant shall not be responsible for upgrading or altering sprinkler
service unless such upgrade or alteration results solely from alterations
or improvements made to the demised premises by Tenant (other than the
Initial Tenant Work). |
| 16. |
Building
Access.
Tenant shall have access to the demised premises (including elevator
service) twenty-four (24) hours a day, seven (7) days a week. Owner agrees
that the demised premises is served by a building wide heating system that
functions 24 hours a day, 7 days a week with the understanding that the
temperature setting during non-business hours is reduced but not
eliminated. |
| 17. |
Security
Deposit.
Owner agrees that the security deposit shall be refunded within ten (10)
business days following the expiration or termination of the Lease. If
Owner sells the building, then Owner shall be released from its obligation
with respect to the security deposit provided that it actually delivers
the security deposit to the new owner and the new owner assumes, in
writing, the obligation to comply with the provisions of the
Lease. |
| 18. |
Plate
Glass.
Tenant shall only be responsible for replacing plate glass if it is
damaged or broken by Tenant or its employees or
agents. |
| 19. |
Estoppel
Certificate.
The estoppel provisions in Articles 38 and 56 shall be mutual as to both
Owner and Tenant. |
| 20. |
Building
Director/Signs.
Owner hereby consents to Tenant installing the name of Tenant and any
affiliated companies and their respective logos on the entry door to the
demised premises. Owner agrees that Tenant shall have the right to five
(5) listings on the building’s directory without
charge. |
| 21. |
Locks.
Tenant shall have the right to install new locks on the entry doors to the
demised premises. |
| 22. |
Freight
Elevator.
Owner agrees that freight elevator service is available without charge
during the building’s operating hours. Tenant shall have the right to move
into the demised premises during the building’s operating hours without
any freight elevator charge being imposed. |
| 23. |
Real
Estate Taxes.
Owner represents that the building is fully assessed and does not benefit
from any tax abatement or similar program. Tenant shall only be required
to contribute to Owner’s cost of contesting real estate taxes to the
extent that Owner is successful; provided that the amount of such
contribution by Tenant shall not exceed the actual benefit received by
Tenant. |
| 24. |
Brokers.
In the 5th
line of Article 46, after the word “agent”, insert “who has dealt with
Tenant (other than Owner/Xxxxxxx Xxxxx Realty Co.)”. Owner agrees that it
shall pay any commission owing to Xxxxxxx/Xxxxx Realty Co. with respect to
this Lease. |
| 25. |
Late
Charge.
Article 52(A) is revised to reduce the late charge to four (4%)
percent. |
| 26. |
Holdover.
Article 55 is revised to reduce the per diem holdover rent to 150% of the
per diem rent and additional rent payable under the Lease for the last
year of the term. |
| 27. |
Indemnification.
Articles 62 and 67 are revised to exclude consequential damages from
Tenant’s indemnity. The references to “counsel fees” in Article 62 shall
be revised to read “reasonable counsel fees”. On the tenth (10th)
line of Article 62 after the words “demised premises” insert the words “by
the Tenant”. |
| 28. |
Local
Laws,
Owner agrees that Tenant’s maximum contribution obligation under
Article 66 during the Lease term shall be $2,500.00 provided that
Tenant shall have no obligation to contribute to any expenses relating to
ADA with respect to public/common areas of the
building. |
| 29. |
Air
Conditioning.
Owner represents that the demised premises has a new air conditioning unit
serving only the demised premises which can be controlled solely by the
Tenant. Owner shall be responsible for the maintenance and repair of the
air conditioning unit during the first year of the Lease term. Thereafter,
Tenant shall obtain and maintain the service contract provided for in
Article 68(b). Provided that Tenant obtains and maintains the air
conditioning service contract referenced above, Owner will be responsible
for any replacement of the air conditioning unit should such unit
fail. |
| 30. |
Tenant
Stipulation.
Article 73(3) of the Lease shall be omitted. The notice provided for in
Article 73(2) of the Lease shall be sent to the parties set forth in
Paragraph 14 of this Additional Rider. |
| 31. |
Owner
Insurance.
Article 79 of the Lease shall be omitted. |
| 32. |
Access
Cards.
Owner shall provide Tenant with five (5) key access cards without
charge. |
| 33. |
Right
to Cancel.
Article 82 is revised to provide that Tenant shall have the right to
cancel the Lease at any time during the last two (2) years of the Lease
term (i.e.: commencing May 1, 2008) upon ninety (90) days prior
written notice by Tenant to Owner. The parties agree that the unamortized
amount of free rent and leasing commissions if the Lease is terminated
effective May 1, 2008 is $9,616.13; provided, however, that this amount
shall reduce by the monthly amount of $400.67 for each and every month
following May 1, 2008. To illustrate, in the event that the Lease is
terminated effective May 1, 2009, the amount of unamortized free rent and
leasing commissions payable to Owner shall be $4,808.07. In addition, in
the event Tenant exercises its right to terminate the Lease pursuant to
Article 82, Tenant agrees to forfeit its security deposit paid to Owner in
the amount of $18,668.24. |
| 34. |
Asbestos.
Owner represents and warrants to Tenant that the demised premises is free
of asbestos. Within sixty (60) days of the date hereof, Owner will deliver
to Tenant a Form ACP-5 confirming the
foregoing. |
00XX XXXXXX
ASSOCIATES
By:
Name:
Title:
GURUNET
CORPORATION
By:
Name:
Title:
