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Exhibit 10.1
SUBLEASE
This Sublease (this "Sublease") is dated as of the 1st day of November,
2000, by and between CMGI, INC., a Delaware corporation ("SUBLANDLORD"), and
ENGAGE, INC., a Delaware corporation ("SUBTENANT").
RECITALS
WHEREAS, pursuant to that certain Lease dated April 12, 1999, by and
between Andover Xxxxx Realty Limited Partnership ("PRIME LANDLORD") and
Sublandlord, as amended by a First Amendment to Lease dated July 19, 1999, a
Second Amendment to Lease dated November 12, 1999, a Third Amendment to Lease
dated March 28, 2000 and a Fourth Amendment to Lease dated May 11, 2000, and a
Fifth Amendment to Lease dated December 18, 2000 (as so amended, the "PRIME
LEASE"), a copy of which Prime Lease is attached hereto as EXHIBIT A,
Sublandlord leased from Prime Landlord certain premises (the "ORIGINAL
PREMISES") located in the building commonly known as 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx (the "BUILDING"), which Original Premises are more fully
described in the Prime Lease;
WHEREAS, Subtenant desires to sublease from Sublandlord a portion of
the Original Premises containing approximately 103,386 rentable square feet
consisting of the entire second floor and a portion of the third floor of the
Building and more particularly shown on the floor plan attached hereto as
EXHIBIT B (the "SUBLEASED PREMISES"), and Sublandlord is willing to sublease the
Subleased Premises to Subtenant on the provisions, covenants and conditions
hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual
covenants made herein, and other consideration, the receipt and sufficient of
which are hereby acknowledged and agreed, Sublandlord hereby subleases to
Subtenant and Subtenant hereby takes and hires from Sublandlord the Subleased
Premises, on the terms and conditions set forth below:
1. DEFINED TERMS. All capitalized terms used herein shall, unless
otherwise defined herein, have the meanings ascribed to such terms in the Prime
Lease.
2. TERM. The term of this Sublease (the "Sublease Term") shall commence
as of November 1, 2000 and shall expire on October 31, 2007, unless sooner
terminated in accordance with the terms of this Sublease.
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3. DELIVERY. The Subleased Premises are to be delivered "as-is,
where-is and with all faults", without (except as expressly set forth herein)
representation or warranty, express or implied, and Subtenant hereby waives,
disclaims and renounces any representation or warranty (except for the
representations and warranties expressly set forth in this Sublease).
4. BASE RENT. Subtenant shall pay to Sublandlord, in advance, in equal
monthly installments, without withholding, offset or reduction, annual base rent
as follows:
------------------------------- ---------------------------- ---------------------------- ----------------------------
Date Annual Base Rent Per Annual Base Rent (to Monthly Base Rent (to
Square Foot pro-rated for any partial pro-rated for any partial
year) month)
------------------------------- ---------------------------- ---------------------------- ----------------------------
November 1, 2000 - August 31, $13.75 $1,421,557 $118,463
2002
------------------------------- ---------------------------- ---------------------------- ----------------------------
September 1, 2002 -March 31, $15.40 $1,592,144 $132,679
2005 *
------------------------------- ---------------------------- ---------------------------- ----------------------------
April 1, 2005 - October 31, $16.50 $1,705,869 $142,156
2007*
------------------------------- ---------------------------- ---------------------------- ----------------------------
*From and after delivery of the parking spaces within the Garage (as
defined in the Prime Lease), Subtenant shall be entitled to use a proportionate
share of the parking spaces available to Sublandlord within the Garage and Base
Rent shall be increased by an amount equal to $192 for each parking space so
made available to Subtenant.
Subtenant acknowledges that Sublandlord's payments of monthly rent for
the Subleased Premises are paid to Prime Landlord on the first day of each
calendar month during the Term and Subtenant therefore covenants and agrees that
its payments of monthly rent hereunder shall be paid to Sublandlord on the first
of each month.
5. ADDITIONAL RENT. Subtenant acknowledges that pursuant to Articles 6,
7 and 8 of the Prime Lease, Sublandlord is obligated to pay to Prime Landlord,
as additional rent, Tenant's Proportionate Share of Taxes, Operating Costs, and
Landlord's insurance premiums incurred in each calendar year. Subtenant shall
pay to Sublandlord with its monthly payment of monthly rent (or, if so directed
by Sublandlord, within 10 days of Subtenant's receipt of an invoice therefor)
Subtenant's proportionate share of Sublandlord's additional rent obligations
under the Prime Lease, such proportionate share being 30% (the number of
rentable square feet in the Subleased Premises expressed as a percentage of the
number of rentable square feet in the Original Premises, referred to hereinafter
as "SUBTENANT'S PROPORTIONATE SHARE"; which shall be adjusted proportionately if
the size of the Original Premises increases or decreases during the term of the
Prime Lease), and any other additional rent payable under the Prime Lease not
arising from any fault of Sublandlord except to the extent that any such other
additional rent is not attributable to the Subleased Premises. Sublandlord shall
deliver to Subtenant promptly after receipt thereof any
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statements of operating costs or real estate taxes delivered to Sublandlord by
Prime Landlord. In addition to Base Rent and the TI Reimbursement (defined
below), all other payments to be made by Subtenant pursuant to this Sublease
(including, without limitation, pursuant to this Paragraph 5) shall be deemed to
be and shall become additional rent hereunder whether or not the same shall be
designated as such and Sublandlord shall have the same remedies for failure to
pay the same as for a non-payment of Base Rent. The amounts paid by Subtenant
under this Section 5 shall be subject to the adjustments described in Article 9
of the Prime Lease. To the extent that Sublandlord receives any tax abatement
proceeds, credits, adjustments or reimbursements of Operating Costs or insurance
premium payments from Prime Landlord, Sublandlord shall pay to Subtenant the
Subtenant's Proportionate Share of such amounts to the extent that such
abatement proceeds, credits, adjustments or reimbursements are attributable to
the Sublease Premises during the term of this Sublease.
6. SUBTENANT IMPROVEMENT COSTS. Subtenant acknowledges that Sublandlord
has expended $4,781,652 in connection with Subtenant's initial improvements to
the Subleased Premises (of which Subtenant, after deduction of the Prime
Landlord contribution, is responsible for $2,067,720). Subtenant shall pay to
Sublandlord with its monthly payment of monthly rent additional rent in the
amount of $38,199 during the Term ("TI Reimbursement"), which amount shall be
pro-rated for any partial month during the Term.
7. SUBJECT TO PRIME LEASE. Notwithstanding anything to the contrary
herein, this Sublease shall terminate and be of no further force and effect upon
termination of the Prime Lease for any reason, without liability to Sublandlord
whatsoever. In addition, under no circumstances shall Sublandlord be liable for
failure to perform any obligation hereunder if said obligation is an obligation
of Prime Landlord under the Prime Lease and Sublandlord is using diligent
efforts to enforce its rights under the Prime Lease (after written notice from
Subtenant setting forth with reasonable detail the nature of Prime Landlord's
non-performance).
8. INAPPLICABLE PROVISIONS OF THE PRIME LEASE. Except for the following
provisions, this Sublease shall be subject to and on all of the terms and
conditions as are contained in the Prime Lease, as the same may from time to
time be amended in Sublandlord's sole discretion:
a. Sections 1.1 (a), (b), (c), (e), (f), (g), (i), (j), (k) and
(l) of the Prime Lease (relating to certain of the basic lease terms) are
inapplicable;
b. Article 2 of the Prime Lease (relating to the construction of
the Premises) is inapplicable;
c. Articles 5, 6, 7 and 8 and Exhibit D of the Prime Lease
(relating to payment of Base Rent and Additional Rent), Subtenant's obligation
in respect of Base Rent and Additional Rent being set forth in Sections 4 and 5
hereof;
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d. Article 9 of the Prime Lease (relating to payment for
utilities), Subtenant's obligation in respect of payment for utilities being set
forth in Section 16 hereof;
e. Section 13.5 of the Prime Lease (relating to satellite dishes)
is inapplicable;
f. Section 14.3 of the Prime Lease (relating to the satisfaction
of remedies) is inapplicable;
g. Section 15.2 of the Prime Lease (relating to parking) is
inapplicable; provided, however, that Subtenant's use of parking areas shall be
affected by any actions taken by Prime Landlord to: limit access to portions of
the parking areas; change signs, lanes and the direction of traffic within the
parking areas; change, eliminate or add parking spaces or areas devoted to
parking; allow free parking or parking with a validation, valet, sticker or
other system; promulgate rules and regulations, and any other actions deemed
necessary by Prime Landlord. In the event that Prime Landlord changes or
eliminates parking spaces or areas devoted to parking, the number of parking
spaces that have been granted to Subtenant under this Sublease shall be reduced
in the same proportion as the parking spaces granted to Sublandlord under the
Prime Lease have been so reduced by such changes or elimination of parking
spaces or parking areas by Prime Landlord.
h. Article 18 of the Prime Lease (relating to Assignment and
Subletting) is inapplicable, it being agreed that Subtenant shall have no right
to assign or sublet the Subleased Premises without Sublandlord's prior written
consent, which consent shall not be unreasonably withheld or delayed by
Sublandlord so long as the Prime Landlord has consented to the same; provided,
however, that except in connection with a sub-subletting to a party whose
sublease is a "Family Sublease" (as such term is defined in the Prime Lease),
Sublandlord may terminate this Sublease with respect to the portion of the
premises proposed to be sub-sublet by Subtenant whereupon, subject to the next
sentence, this Sublease will terminate, but only with respect to such portion
proposed to be sub-sublet, on the date set forth in Sublandlord's termination
notice, which termination notice must be given within fifteen (15) days after
receiving Subtenant's request for consent to such sub-subletting. In the event
that Sublandlord delivers the termination notice described in the prior
sentence, Subtenant shall nevertheless have the right to rescind its request for
Sublandlord's consent to the applicable sub-subletting by notice given to
Sublandlord within ten (10) days after receiving Sublandlord's termination
notice, whereupon this Sublease shall not terminate with respect to the
sub-subletting proposed by Subtenant. In connection with any such sub-subletting
consented to by Sublandlord, Subtenant will pay to Sublandlord, as additional
rent, one hundred percent (100%) of the amount by which the sublease rent and
other consideration paid or payable (less the Subtenant's reasonable expenses of
performing such sublease, allocated over the term of such Sublease) exceeds the
amount of rent paid to Sublandlord for such same space by Subtenant under this
Sublease;
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i. Section 24.1 of the Prime Lease (relating to holding over) is
inapplicable (provided, that Subtenant shall have no right to hold over in the
Subleased Premises after the end of the Term);
j. Section 24.3 of the Prime Lease (relating to brokers) is
inapplicable;
k. The first sentence of Section 24.10 of the Prime Lease is
inapplicable;
l. Section 24.12 of the Prime Lease is inapplicable;
m. Section 24.17 of the Prime Lease (relating to the Security
Deposit) is inapplicable;
n. Article 26 of the Prime Lease (relating to Sublandlord's lease
inducements) is inapplicable;
o. Article 27 of the Prime Lease (relating to Sublandlord's right
of first offer) is inapplicable;
p. Article 28 of the Prime Lease (relating to Sublandlord's option
to expand) is inapplicable;
q. Exhibit C of the Prime Lease (relating to Prime Landlord's
initial construction work) is inapplicable;
x. Xxxxx #2 of the Prime Lease (relating to Sublandlord's options
to extend) is inapplicable;
x. Xxxxx #3 of the Prime Lease (relating to Sublandlord's option
to terminate) is inapplicable;
t. Where appropriate, references to "Landlord" in the Prime Lease
shall be deemed to mean "Sublandlord" hereunder and references to "Tenant" in
the Prime Lease shall be deemed to mean "Subtenant" hereunder, it being
understood and agreed that Sublandlord will not be acting as, or assuming any of
the responsibilities of, Prime Landlord, and all references in the Prime Lease
to Landlord-provided services or Landlord insurance requirements, and any other
references which by their nature relate to the owner or operator of the
Building, rather than to a tenant of the Building subleasing space to a
subtenant, shall continue to be references to Prime Landlord and not to
Sublandlord.
9. COVENANTS. Except to the extent otherwise expressly provided herein,
Subtenant covenants to Sublandlord to perform all of the covenants and
obligations to be performed by Sublandlord as tenant under the Prime Lease and
to comply with this Sublease and the applicable
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provisions of the Prime Lease in all respects. Sublandlord covenants to
Subtenant to perform all of the terms and provisions required of it under the
Prime Lease and to promptly pay when due all rents and other amounts due and
accruing to Prime Landlord.
10. DEFAULT. In the event that (a) Subtenant shall fail to make payment
of any installment of rent or other sum herein specified and such failure shall
continue for 7 days after notice from Sublandlord (provided, however, that
Sublandlord shall only be obligated to provide Subtenant with two notices of
late payment during the Term, and upon any third occurrence of late payment
during the Term, the same shall be immediately deemed a default hereunder, even
though no notice has been given except that, if at the time of the particular
non-payment default by Subtenant, Engage, Inc. is an occupant of the Subleased
Premises, the above language of this parentheses shall be deemed to read as
follows: "provided, however, that Sublandlord shall only be obligated to provide
Subtenant with two (2) such notices of late payment during any particular twelve
(12) calendar month period during the Term, and upon any third occurrence of
late payment during such then prior twelve (12) calendar month period, the same
shall be immediately deemed a default hereunder, even though no notice has been
given"); or (b) Subtenant shall fail to observe or perform any other of
Subtenant's covenants, agreements, or obligations hereunder and such failure
shall not be corrected within 15 days after written notice thereof or such
longer period as may be reasonably necessary to cure such failure; then
Subtenant shall be deemed in default hereunder and Sublandlord shall have the
right thereafter to declare the term of this Sublease ended upon five days prior
notice to Subtenant, and to remove Subtenant's effects, or to exercise any and
all rights and remedies as is accorded the Prime Landlord for a default of
Sublandlord under the Prime Lease, all in accordance with applicable law.
Subtenant shall indemnify Sublandlord against all loss of rent and other
payments which Sublandlord may incur by reason of such termination during the
remainder of the term provided that Subtenant's indemnification shall be
lessened by any rents or other sums received for the Subleased Premises by
Sublandlord from other parties, it being agreed that upon any termination of
this Sublease due to Subtenant's default, Sublandlord shall use reasonable
efforts to mitigate its damages, but the foregoing shall in no way require
Sublandlord to lease the Subleased Premises prior to leasing any other vacant
space within the Original Premises. If any default by Subtenant, or other action
of Subtenant other than a default in the payment of Base Rent or Additional Rent
hereunder, causes, or has the potential to cause, a default under the Prime
Lease, any grace period allowed hereunder shall in no event be greater than 5
days less than that allowed Sublandlord under the Prime Lease.
11. EARLY TERMINATION. In the event that Sublandlord shall cease to
beneficially own more than 50% of the voting power of the outstanding capital
stock of Subtenant, Sublandlord may terminate this Sublease upon nine (9) months
prior written notice to Subtenant whereupon this Sublease shall terminate
without recourse to the parties effective as of the last to occur (the "Early
Termination Date") of (i) the termination date noted in such termination notice
and (ii) the date that Subtenant actually vacates the Subleased Premises in the
condition required by this Sublease (provided that this clause is not intended
to confer upon Subtenant any right to remain in the Subleased Premises beyond
the expiration date). From and after the Early Termination
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Date, this Sublease shall terminate without recourse to the parties, and
Subtenant shall have no obligation to pay any Base Rent, additional rent or
other sums under this Sublease attributable to any period from and after the
Early Termination date.
12. INDEMNIFICATION. Subtenant shall indemnify Sublandlord and hold
Sublandlord harmless from and against any and all claims, demands, suits,
judgments, liabilities, costs and expenses, including reasonable attorneys fees,
arising out of or in connection with Subtenant's use and possession of the
Premises, or arising out of the failure of Subtenant, its agents, contractors or
employees to perform any covenant, term or condition of this Sublease or of the
Prime Lease to be performed by Subtenant hereunder. Sublandlord shall indemnify
Subtenant and hold Subtenant harmless from and against any and all claims,
demands, suits, judgments, liabilities, costs and expenses, including reasonable
attorneys fees, arising out of (a) the failure of Sublandlord to perform any
covenant, term or condition of this Sublease or of the Prime Lease to be
performed by Sublandlord hereunder or (b) the gross negligence or willful
misconduct of Sublandlord or its agents, employees or contractors.
13. SECURITY DEPOSIT. Intentionally Omitted.
14. SUBTENANT'S INSURANCE. Subtenant shall maintain insurance policies
in the same amounts and with the same coverage as required of Sublandlord under
the Prime Lease, with such policies naming Prime Landlord and Sublandlord as
additional insureds. Each of Subtenant and Sublandlord, on behalf of itself and
its insurers, hereby waives all rights of recovery and subrogation against the
other for loss or damage to property to the extent covered by insurance
protecting the waiving party.
15. BROKERS. Each of Sublandlord and Subtenant represents and warrants
to the other that it has not dealt with any broker in connection with this
Sublease, and each agrees to indemnify, defend and hold the other harmless from
and against any breach of said representation and warranty.
16. UTILITIES. For all utilities not separately metered to the
Subleased Premises, Subtenant shall reimburse Sublandlord promptly for all costs
actually incurred by Sublandlord in connection with the provision of utilities
to the Subleased Premises, as determined by Sublandlord in its reasonable
discretion based on the relationship of the square footage of the Subleased
Premises to the overall square footage of the Original Premises, with any
reasonable adjustments being made by Sublandlord to account for disproportionate
usage of utilities by any particular party. All separately metered utility
charges shall be promptly paid by Subtenant. Sublandlord shall not be
responsible for any liabilities incurred by Subtenant nor may Subtenant xxxxx
rent, terminate this Sublease or pursue any other right or remedy against
Sublandlord as a result of any termination or malfunction of any utilities or
utility system except if such termination or malfunction is due to the gross
negligence or willful misconduct of Sublandlord, or Sublandlord's agents,
contractors or employees.
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17. PARKING. Subtenant shall have the right to park up to 310 vehicles
(3 vehicles per 1,000 rentable square feet in the Subleased Premises) on a
non-exclusive basis in an area of the parking lot serving the Building in a
location or locations designated by Sublandlord. Sublandlord shall have no
obligation to police the parking areas or enforce Subtenant's parking rights
hereunder.
18. MISCELLANEOUS.
a. This instrument may be signed in counterpart originals, which,
taken together, shall constitute a single original.
b. Notices to Sublandlord shall be sent in the manner prescribed
in the Prime Lease to CMGI, Inc., 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000,
Attention: Xxxxxxx Xxxxxxxx II, Esq., General Counsel, with a copy to: CMGI,
Inc., 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxxx Xxxxxxx.
Notices to Subtenant shall be sent in the manner prescribed in the Prime Lease
to Engage, Inc., 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxxx
Xxxxx, Esq., General Counsel with a copy to: Engage, Inc., 000 Xxxxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxx Xxxxxxxx.
c. This Sublease may be modified, amended or terminated only by an
agreement in writing signed by both Sublandlord and Subtenant.
d. Sublandlord and Subtenant each agree to furnish within twenty
(20) days of written request therefor by the other, a certificate setting forth
the commencement date and termination date of this Sublease and the base rent
payable hereunder, and stating that there are no defaults under this Sublease
known to the signer of the certificate, or specifying such defaults, if known.
e. Subtenant shall not be entitled to any payment from Sublandlord
under this Sublease. Subtenant shall not be entitled to any deduction under this
Sublease from Base Rent, Additional Rent or other charges or fees due herein
unless and until a similar deduction in equal (or proportionate, as the case may
be) amount is allowed and made under the Prime Lease by Prime Landlord to
Sublandlord; provided, however, that in the event a fire or other casualty
damages any portion of the Subleased Premises, Subtenant shall receive an
abatement of Base Rent and Additional Rent from the date of such fire or other
casualty to reflect the period and extent to which Subtenant is unable to use
the Subleased Premises as a result of such fire or other casualty to the extent
that Sublandlord receives from the Prime Landlord an abatement of rent that is
attributable to damage to any portion of the Subleased Premises, such that the
abatement allocable to Subtenant shall be equal to one hundred percent (100%) of
the portion of any abatement that Sublandlord receives from Prime Landlord that
is attributable to damage to the Subleased Premises. By way of an example, if a
fire or a casualty damages one hundred percent (100%) of the Sublease Premises,
but such amount equates to forty percent (40%) of the entire premises that
Sublandlord leases from Prime Landlord, although the amount of rent abatement
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that Sublandlord is entitled to under the Prime Lease may only be forty percent
(40%) in the aggregate when compared to the entire premises leased by
Sublandlord, if within such 40% aggregate abatement, 100% of the rent paid by
Sublandlord to Prime Landlord for the Subleased Premises has been abated,
Subtenant shall be entitled to a similar one hundred percent (100%) abatement of
rent under this Sublease. Sublandlord shall not be liable to Subtenant in
damages or otherwise for any breach by Prime Landlord under the Prime Lease or
those claiming under the Prime Landlord of any of the covenants, agreements,
conditions, representations, warranties, terms or provisions of the Prime Lease.
Without limiting the generality or application of the foregoing, Subtenant
agrees for itself and each succeeding holder of Subtenant's interest or any
portion thereof, that any judgment, decree or award obtained against Sublandlord
or any succeeding owner of Sublandlord' interest which is related to this
Sublease, the Prime Lease, the Prime Premises, the Subleased Premises, or
Subtenant's use or occupancy of the Subleased Premises or the building or any
related land, whether at law or in equity, shall be satisfied out of
Sublandlord' interest in the Prime Lease (and in the rents, income and insurance
proceeds relating to the Original Premises and Sublandlord's interest in the
Prime Lease), and further agrees to look only to said assets and to no other
assets of Sublandlord for satisfaction, and in no event shall any trustee,
partner, officer, director, employee or agent of Sublandlord have any liability
with respect to any such claim.
f. If Subtenant remains on the Subleased Premises after the
expiration of the term, then said holding over shall not be deemed to extend or
renew the term of this Sublease or to create any tenancy at will, but such
holding over shall be as a tenancy-at-sufferance only and such holding over
shall be at a rent equal to two (2) times the Base Rent, Additional Rent and all
other charges due hereunder, and otherwise subject to all the terms and
provisions of this Sublease. In addition, Subtenant shall indemnify and hold
harmless Sublandlord from and against all liability, damages, and claims
incurred by Sublandlord in connection with the holding over of Subtenant,
including, without limitation, any liability of Sublandlord to Prime Landlord.
Notwithstanding the foregoing, Sublandlord may, at its option, regain possession
of the Subleased Premises or any part thereof by any and all means available to
Sublandlord under this Sublease, the Prime Lease or at law.
g. Sublandlord represents and warrants to the Subtenant that: (i)
Sublandlord is not in default under the Prime Lease; (ii) Sublandlord has not
received any notices or violations of applicable law with respect to the
Original Premises from any governmental authority or from the Prime Landlord;
and (iii) the Prime Lease is in full force and effect and has not been amended
except as specified herein.
h. Sublandlord shall forward to Subtenant promptly copies of any
default notices and any other notices received by Sublandlord from the Prime
Landlord relating to the Subleased Premises.
i. Notwithstanding any terms or provisions of this Sublease or the
Prime Lease to the contrary, in the event that there is a fire or other casualty
that damages the Subleased
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Premises or all practical means of access thereto and the same shall not be
restored within 180 days of the occurrence of the same, Subtenant shall have the
right to terminate this Sublease without recourse to the parties by providing
Sublandlord with notice thereof within thirty (30) days after the expiration of
such 180-day period.
j. Subtenant shall obtain the written consent of both Prime
Landlord and Sublandlord before making any improvements or alterations in the
Subleased Premises to the extent required under the Prime Lease; provided that
Sublandlord shall not unreasonably withhold, condition or delay its consent to
such improvements or alterations and provided that if the Prime Landlord
consents thereto and imposes no obligations directly upon Sublandlord with
respect thereto, Sublandlord shall consent to such improvements or alterations.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties have executed this Sublease as an
instrument under seal as of the date first written above.
SUBLANDLORD:
CMGI, INC. a Delaware corporation
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: EVP & CFO
SUBTENANT:
ENGAGE, INC., a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: EVP and General Counsel
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